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243185 03/18/15 � '�q \. CITY OF CARMEL, INDIANA VENDOR: 368932 ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $****40,931.52* �'4 CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 243185 9.y4roN�°a. ATLANTA GA 30384-7043 CHECK DATE: 03/18/15 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71304812 2,424.00 OTHER EXPENSES 601 5023990 71305370 2,448.96 OTHER EXPENSES 601 5023990 71305371 2,442.24 OTHER EXPENSES 601 5023990 71306023 2,385.60 OTHER EXPENSES 601 5023990 71306712 2,390.40 OTHER EXPENSES 601 5023990 71307428 2,401.92 OTHER EXPENSES 601 5023990 71307429 2,402.88 OTHER EXPENSES 601 5023990 71308251 2,313.60 OTHER EXPENSES 601 5023990 71309061 2,435.52 OTHER EXPENSES 601 5023990 71309766 2,413.44 OTHER EXPENSES 601 5023990 71310508 2,402.88 OTHER EXPENSES 601 5023990 713,11146 2,424.00 OTHER EXPENSES 601 5023990 71311148 2,441.28 OTHER EXPENSES 601 5023990 71311791 2,387.52 OTHER EXPENSES 601 5023990 71313230 2,376.00 OTHER EXPENSES 601 5023990 71314464 2,424.00 OTHER EXPENSES 601 5023990 71314465 2,417.28 OTHER EXPENSES s — con p ass = INVOICE Minerals Page-1 of 1 PLEASE REMIT TO/SELLER FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER PCOMPASS O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 2/17/2015 71306023 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS ln115005- - - ..1438319 - - 143831.9 _ SO CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.8500 TN 96.00 2,385.60 SUMMARY - -- --— - PRODUCT 2,385.60 FREIGHT&FUEL SUBTOTAL 2,385.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,700.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,385.60 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Solei To'section of an invoice to which these Terms and Conditions of Salc("Agreement')relate or are attached. 2.OFFER. No terms in Buyer's Gid,•purchase order or otter form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS FXP,RESSLY LiMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. ::.3.,'PRICES;''TAXES.'`EXCEPT,;AS OTHERWISE S'PECIFI)=D.IN'TF11S'AGREEMENT;PRICES ARE SUBJECT'TO CHANGE )VMtOUT NOTICii-r -ORDFRS 1VIIL-BE INVOIEF,D, :UNLESS OTHERWISE SPECIFIED IN THiS AGREEMENT,AT SELLER'S PRICE iN EFCTFEONIjE TSCiIEDULED DATE OF PM Sii1ENT. Prices on thF pvQrrm dpcul7t nt re.net UI 11 .;applicable discounts'1hd`proinotiona'1.allowances. Referepces•to"tons'means shoti,tons(2000,Ibs,)-unless olhetwisc.specific d, Any tax or other govct nibnlnl'charccs ll03t ot.hu2after levied :upor7.production,severance,manufachiro,delivery,stora.-'cAon;unhption„sale,use orshipincntot`hroducts ordered oi'so(d aie non"iincluded in Seller's price and;.wtl be-.hili cl to,anidpard;l?y Buyer. d.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2).paryment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment. require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or tt ith respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand pavntent in advance or at the time of delivery for future deliveries or require reasonable assurance ofpayment,and in the absence thereof,to cancel,without liability,the unfilled porion of Buyer's order. A finance charge of the lesser of I per month(IM',- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court casts in connection with default of these payment terms by Buyer. _. r • 6:DELA-Yff?`%idl ord8rs are'sitbjchffo'Scller"s ability to at the time and in the quatiuttes-sjiccitiedha;and'Seiler'sll noi.'Gc',. liablc+fur damages for-failuretomake partial or connple(e shipment or for any delay in'making shipments: Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not lintiicd to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc,floods,flies.storms,m other acts of(iod,tear or art of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force nmjeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller.delays resulting frons order changes by Buyer,or delay in unloading shipments at the delivery point that arc the fault of Buycr. 7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless-otherwise specified on Seller's invoicing document,all transportation charges; including,but not limited to, Seller's and carrier's charges for notification prior to'delivery,demurrage,switching,detention, delay in unloading,diversion.of reconsignment shall be the sole responsibility of Buyer. 'Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsiblefor proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries orproperty damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any sucli damage or slionage and see that appropriate notation is made on the delivery tickets of an inspection report furnished b}'the local agent of the carrier in order to support a claim. Upon transtcr of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's In written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TiME FOR NIAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment.the Products will conform to the published specifications of Scller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose.then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THiS AGREEMENTWILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL. EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEiR RESPECTIVE PRESENT OR FUTURE EMPLOYEES,OFFICERS. DIRECTORS,SHAREHQLPERS..INSURERS.AGENTS.AIID REPRESFN'TATIVES (COLLECTIVFiY. "INDFt\QNiFIFI?,P.NRTiFS"I. FROM— LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLL ATTORNEYS'PEES)(COLLECTIVELY,'.LOSSES'-).FOR ANY DAMAGE. INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF.THIS AGREEMENT. INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES). WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.INTENTIONAL MISCONDUCT,OR FAULT OF ANY KiND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR,OMISSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof until the purchase price therefor is fitly paid. Seller may file any financing statements and give notice of such security interest to third panics as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (I) will comply with all applicable U.S. federal, state, local and foreign'laws and regulations; including the U,S:Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to aiiv claim.penalty pr loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided$y Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to tic jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be matte,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be it waiver of its right to enforce sucb provision or any other provision ellen or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended*fo'"suivivc shall survive this,A'rreement',sterniination/expicaiioitand thc-consummation ofthe transactions contemplated hereunder.; e Compass = INVOICE _ Minerals Page-1 of 1 PLEASE REMITTO/SELLER , FEDERAL ID#. PAYMENT TERMS INVOICE DATE INVOICE NUMBER. PBo2AMERICA O x MINERALS7048-1047632 NET 60 DAYS 3/5/2015 71314464 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING JORDERNUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS —— --- - - - -- 03!05/45 - W15003- - - 1441045 -- 14410.45- SO CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 EP TAX STATUS TAX ID# RELEASE# SALES R EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION I TAX-1 QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.2500 TN 96.00 2,424.00 SUMMARY ;.... - w:-- PRODUCT 2,424.00 FREIGHT&FUEL SUBTOTAL 2,424.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,424.00 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (renes and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Tertns and Conditions of Sale("Agreement")relate or are attached. 2, OFFER. No terms in:Buyer's bid:purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRiCES•;TPCXHS.-P\CFP-..A$-OTI'IERWISI3-31 LCiPIED.I-N,THiS'AGREEMENT,;PRICES,ARE,-SUBJECT TO CHANGE 1iVFITIOUT-NOTICE:•-ORDERS-WILL.BE'1NVOICED, -UV1ES5 OTi IER\VISE S)SEC7FffiD IN THIS AGREEMENT,A:T SELLER'S PRICE IN EFFhCT omTI IE-S.CI-IEDULED DATE-6V'SHIPMENrr. Prices ou llic im olerne docuiiierit are ndf pf 11 ?pplicahle discounts hud.promotiotisl;allowances. Referenees•tp"tons"means short,tons-(2000,1bs,).tin less othetwise;sFecified:;._Any tax or outer goverrtmeiital'cliarge'§nota or Itcr`eSRe•fevied lR0ii.pr0duct1on,severance,manufacture,dclivery,storage,'consuniotion,sale,use-'6r-shipincnt'df Products ordered of§old are hot'included in Seller's price and will be:charged to-An,,-paid by Buyer. d.C:INCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of-reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). PAYMrINT:CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with rcspcct to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance ofpayment,and in(he absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(IS%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on it past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer v:ith where there is no dispute will be paid without set-off far any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. -6.DF.Ei\Y5:'All orders ability to makc-;;iiaivery at the time and in the gtiahhffes'spcciticd,and Sellersfialinot be liablefor damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or default,by carriers,extreme cold weather.partial or total leilure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(m 6,it disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action orally governmental authority,or other force majeure event). RuN ci shall be liable for any added expenses incurred by Seller because of l3uyer's delay in furnishing requested information to Seller,delays resulting from order changes by Bever.or delay in unloading shipments at the delivery point that arc the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION tNIATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion.or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and rill:of loss concurremh in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances andwill indemnifv Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be matte by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.\VARRANi'Y/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications ol'Seller.Seller's specifications are subject to charge at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,iS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.OR NONINFRINGEMENT. Buyer must notify Seller orally claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's dclivcry of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account orally defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAiM ARISING UNDER OR IN CONNECTION WITH THiS AGREEMENT WiLL BE LIMITED TO THE NET PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THiRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAiM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (iNC'LUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability f'or any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Btryer or in combination with other substances or otherwise. 10. INDEkINIFiCATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EVI'i-O't 1:'FS, OFI ICERS. DIRECTORS, SHAREHOLDERS. INSURERS,AGENTS AND REPRESENTATIVES (COLLECTIVELY_. "INDEMNIFIED PARTIES". FROM ALL C'LAINIS. LIABILI I'IES,DAMM AGES.SU 'S,PROCELVIi�GS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECT'I�EL.Y,`LOSSES);FOR ANY DAMAGE, NJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT 1-i1v11TATiON, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING,WITHOUT LIMITATION,BUYER OR ITS EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION,OR BREACH OF THIS AGREEMENT OR NON- CONIPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURiTY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may File any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof:no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be a waiver of its right to cnforec such provision or any other provision then or thereafler. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive sliall sunviw this Agrecinent's fermination/expiration'and the consummation of the transactions contemplated hereunder. Compass INVOICE Minerals Page-1 of 1 .� - PLEASE'REMITTO/SELLER : FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER — P 0 BOX 277043cOMOASSMINE48-1047632 AMERICA 48 1047632 NET 60 DAYS 2/24/2015 71309766 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM TDATIETSHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE ___-__-1.0995-AUGUSTROBBENSSONS__- _/15 W15606 144 x'23' -- CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. 1FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.1400 TN 96.00 2,413.44 SUMMARY: PRODUCT 2,413.44 FREIGHT&FUEL SUBTOTAL 2,413.44 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,280.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,413.44 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OP SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the`Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. OFFER. No terms in'Buvers`bid;purchase order or other form shall be binding upon Seller. Seller rejects additionaVditTercnl terms in such Buyers documents. SELLER'S OFFER iS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OFTHIS AGREEMENT. 3 PRICES T Cr'�5.'.15XCEPT�AS'OTHERIVISr SPECIFIED IDN TI,-IIS AGREEMENT, PRICES ARD SUBJECT TO CHANGE WLTHOUT NOTICE: -ORgF_l24\V,)LL I}r:INFy01Q)?p, UNLESS OTI ERWISf�ISECI>IED iN TI IIS AGREEMENT,A"C SELLHR'S PRICE IN GhFCCT ON I I1"L'SCHEDULED DATE'OF'SiilP1VIENT. Prices on tltc;imo�cm :document arc neCoxall applicable drscounis'aildpi[imoliti al allowances. Refercnces.to `tons"beans short tons( 000;lbs,)unless other%vise.sPecified. Any tax or other governif 1ci l'chafgestitiN,o her8a$cr`Idyied ulioii production.'severance, manufacture,delivery,storage.consumption,sale,u`se or strip'iiicnt"o't`Products,ordered or sold arc not included irr Seller's price and rill bc.ciilr cd I i ahs paid by 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation ch;:rgcs to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5,PAYNIENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgntent, require Such ether payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing ort Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buycr and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance ofpaynient,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is 110 dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to.reimburse Seller forallattorney fees and court costs in connection witli default ofthese payment terms by Buyer. 6 DELAYS. r `yll orders are'sii6ject ho Seller's ability to make-delivery at the time and in the quantities•specified.and Seller shall not be liabld for damages for failure to make partial or complete shipment or for any dclav in making shipments. Seller shall not tic liable for delays or(ICthURS in delivery caused by forces not reasonably ii%ithin Seller's control(including but not limited to delays or de1',11141 by carica,extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires.storms,or other acts of God,war or act of Public enemy(or civil di;iwbance),strikes,lock-outs,shortages of labor or raw materials and Supplies(including fuel),acts or omissions of Buyer,action orally governmental authority,or other force niajcure event). Buper shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading Shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless othcrAvisc specified on Seller's invoicing document,all transportation chargcs,.including,but not limited to,Sellers and crirrier's charges for notification prior to delivery,demurrage.switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buycr. Buyer will assume title and risk of loss concurrcntly in accordance with Seller's.invoicine document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in,transit must be made by Buycr against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims•losses,costs•expenses,liabilities.penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8.1\AR12ANTY/TLMF.FOR IMAKiNG CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.OR NON iNFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,of any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event file remedy provided herein shall be deemed to have failed its essential propose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such detective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or othenvise with respect to Products Nvill be commenced more than one(1)year after the accrual of the cause of action thereto. 9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION 1VITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buycr or in combination with other substances or otherwise. 1:,MNIFi:.'',Tltl BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE ;'ICLRj.D!RLCTORS.SliARE11OLDERS. 1':SURI RS_AGEN.'fS-.ANI9-PtE.PRESFNTATIVGS-(GOLLCGTIVGG\';-�SitiOEA4>5+1£aLD:YARTIES'=};a'RO\-i-ALL CLAIMS, --- LIABILITIES,DAMAGES,SUITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES".),FOR ANY DAMAGE, INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT, INCLUDING WiTHOUT 1.1f,1ITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES), WHETHER ARISING AS A WORKERS'COM PENSATiON CLAiM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KiND. AND EVEN iF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON- C'O.MPLIANC'E WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor is fully paid. Seller may file any financing statements and give notice afsuch security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspeciion relating to the Laws. Upon Seller's request.Buyer will deliver a certificate to Seller in a form provided.by Scllcr,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matteis arising out of or in connection with a sale hereunder will he governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to,thc jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject niatter'hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgnicnUacccptance of purchase order forms containing different/additional terms shall have force o effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any,other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreenient'5terntination/expiratimi and the consummation ofthe transactions contemplated hereunder. Compass INVOICE Minerals — Page-1 of 1 PLEASE REMITTO/SELLER ;i. FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER P O Box 2771043�LS AMERICA 48-1047632 NET 60 DAYS 2/23/2015 71309061 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP To: 505808/CS54514 3450 W. 131ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995—AUGUSTROBBENSSONS _-_-- -- 02,'23/15-- - VI115003— - -- 1 e orl�i20 — —— 1444020— CARRIER 441020—CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.3700 TN 96.00 2,435.52 SUMMARY: PRODUCT 2,435.52 FREIGHT&FUEL SUBTOTAL 2,435.52 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,740.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,435.52 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I.PARTIES. "Seller'is identified in the"Remit To"section cold"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement')relate or are attached. 2. OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREEMENT. 3.:PRICES;TAXE9i"EXCEPVAS OTHERWISE SPECIFIED IN THIS AGREEMENT(PRICES AREiSUBJFCT TO CHANNGE.WITHOUT NOTICE. ORDERS_W LL.BE:IN.V01 zED. UNLESS OTHERWISE SPECLFi1 D,IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Priccs olldl�Jrfvaiciug<IQComcht,ttrC]�ctJliall applicable discounts and promotional allowances. References'to"tons"pleans short toiis(20b0 li7s')unless otherwise 5.pecsfiedi` Aiiy tax or other governmental charges namr ui hercdfr r t'evied upon p#oduction,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold are not included in'Seller's price and:M l-I5&eharged to"and paid'.by Buyer.i..._._.. _..._. d.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped;Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may.in its so]ejudgment. require such other payment terms as Seller deems appropriate.including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof.to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5°4,per month(I SS;,- APR)or the highest tate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attoincv Ices and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the brie and in the quantities specified,and Seller shall not be liable.for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's conurol(including but not limiter(to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc„floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller.delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHiPMENT•COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's.invincing document,all transportation charges, including,but not limited to,S'eller's and carrier's charges for notification prior to delivery,demurrag'e.'switching,detention, delay in unloading,diversion.or reconsignment shalt be the sale responsibility of Buyer. Buyer will assume title and risk oNoss concurrently in accordance with ScIter's invoicing document. On passage of bile,Buyer is then responsible for proper protection of Products acid compliance with aIi regulalioristind ordinances'and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling ofsuch Products. Claims for damage or shortage in.transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products' risk of loss to Buyer. Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by BUyci to the rail carrier. Without Seller's prior written approval. neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains hilly responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by of incidental to such use of the railcars by Btivcr. S.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment.the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NONiNFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account orally defect in the Products shall be limited to the replacement of such defective Products-by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIiMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WiLL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the'Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPEC'Tl%!E PRFS;EN"f OR FUTI'RE l` EMPLOYEES,OFFICERS. DIRECTORS,SHAREHOLDERS, INSURERS,AGENTS AND`t EPR'EjENTAT IV LS` r, LL—C LA 11\4 LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE I.ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),POR ANY DAMAGE, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF T14E PERFORMANCE OF THIS AGREEMENT. INCLUDING WiTHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON(INCLUDING, WiTHOUT LIMITATION, BUYER OR ITS LIVIPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.INTENTIONAL MISCONDI C'T.OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT.NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THiS AGREEIMI-NT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREE\4ENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the:U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended firm time to time(collectively,"Laws'):(2)will not subject Seller to any claim,penalt),.or loss ofbeneftts under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided;by Seller,'certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law Hiles.and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgmeiiUacceptancc of purchase order forms containing different/additional terms shalt ht vc force or effect. Seller's failure to enforce any provision will tot,bc';i;rvaiyer:uf;i[s,right to ehfoFec sur}i'provisiori pi`tiny;otlte`r pruvisioli,then ar thereafter. Any unenforceable provision shall;be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's termination/expiration and the consummation of the transactions contemplated hereunder; -- Compass INVOICE Minerals — Page-1 of 1 - PLEASE!REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSP 0 BOX 277 43�LS AMERICA 48-1047632 NET 60 DAYS 2/18/2015 71306712 = ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP To: 505808/CS54514 3450 W. 131ST STREET CARMEL UTILITIES IELD IN 46074 WESTF 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS ---- - ---- --- e___02118/,15_-- CARRIER --02/18/15--CARRIER RML/TRUCK# - EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.9000 TN 96.00 2,390.40 _- SUMMARY• �-- .. -- _ _ PRODUCT 2,390.40 FREIGHT&FUEL SUBTOTAL 2,390.40 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,800.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,390.40 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terns and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (Terns and Conditions of Sale are also available at www.nasall.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or arc attached. 2. OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional different terms in such Buyer's documents. SELLER'S OFFER IS EXPi2ESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREENIENi'. ...... 3.IPI?ICES, GAXFF;":I:XCFPS AS''OTHERWISE, SPECJFIBD IN THiS AGREEMENT,.PRWES AIU- SUBJECT TO CHANCE'WITHOUT NOTICE. ORD; S.WI.LL i3E INNIQJgEp, `'UJNLFSS OTI IER\\CISF.SPECiFIED.IN THIS AGREEMENT,F.T SELLER'S PRICE N EFFECT ON THE SCHEDULED DATE OF SHIPMEW. Prices ou the invoi,tn)docum4p(.are ru Lo[al;l ..:applicable sI d jtiomo1164al sllowasccs. Rcfcrci7cc_t, ions"means short Potts(2(t0.b�bs�)`imlcss othernise sltccified. fAity.tax ca other governmental charges not9.ar-'helFafiei ICvicd "uitoii production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold are not included in Seller's price arid'401-15e'uliarged-,to and paid by Buycr. ; d.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment,to Seller of rcasonablc'cancellation charge:to be solely determined by Seller. Except as othcnvise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and ntay'canccl tis order at any time prior to shipment). 5.1AYNIFNl:CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terns as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Dcparuncnt and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buvcr's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require rcasonablc assurance ofpayment.and in the absence thereof to cancel,without liability,the unfilled portion of Buyer's order. A Finance charge of the lesser of 1.5%per month(IS%- APR)or the highest nate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer With where there is no dispute will be paid without set-off for tiny amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with do kmIt ot'these payment tents by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipni.ni or for any delay in staking shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays Or&Caults by carriers.extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action orally governmental authority,or other farce ntajcurc event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buycr.or delay in unloading shipments at.thc delivery point that arc the fault of Buyer. 7.SE WINIEN`'C COSTS TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and c:vricrs charges for notification prior to delivery,demurrage.switching,detention, delay in unloading,divcrs'ion,or reconsignment shall be the sole responsibility ofBuyer. Buyer will assume title and risk ONOSs concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor anv of its employees/agents will divert or export any such railcar to anywhere outside file continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims.losses,costs.cepcnses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8.WARRANTY/TIME FOR MAKING CLAiNIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Scllcr.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRiNGEM ENT. Buyer must notify Seller of any claim with respect to Products,waranly,or any other claim under this Agreement within thirty(30)days or Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replaccnxnt of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual ofthe cause ofaction thereto. 9.LHAITATION'OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE- NET PURCHASE PRICE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THIRD PARTY FOR ANY IN'DiRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAiM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHER\VISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manulhcturng processes of'Buyer or in combination with other substances or othcnvise. 10 i „13.\iVii iC'\ ?0\. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE ._U',1.1.5,U! IL:RS, DIRECTORS, SlIAREHOLDERS. INSURERS,AGENTS:t\f}iZEPE2ESE\f'Al'FVLS(COL-LEGTIVELti 'INDEM.N4ci£D-PAP.TIES");FROM ALL CLAIMS, LIABILITIES.DAMAGES,SUITS,PROCEEDINGS.COSTS AND EXPENSES(IN'CLUDiNG REASONABLE-ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITiIOUT LUIfG\TION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES). WHETHER ARISING AS A WORKERS'COMPENSATION CLAiM OR UNDER THEORIES OF NEGLIGENCE.TORT.STRICT LIABILITY,INTL-NTIONAL MISCONDUCT,OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS Bl'ANY INDFibINIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,it security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employcesigents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act.and the U.S.Patriot Act,is amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits nuclei-the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller.certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. r\patters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof:mm modificatimt may be made.unless in writing and signed by the parties;and no acknotvledgment/acceptance of purchase order forms containing different/additional tants shall have force Or effect. Seller's failure to enforce any provision will not be,a.tvaiver of its right to cnforce'such provision or any.other provision then or thereafter. Any unenforceable provision shall be zntorccd to the extent it is enforceable.Any provision intended to survive shall survive this Agr'eement's termination/c'-ration and the consummation of the transactions contemplated hereunder. s -Compass INVOICE Minerals — Page-1 of 1 PLEA$E'REMITTOISELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE MUMBER Pos271agRALs AMERICA ox 748-1047632 NET 60 DAYS 3/5/2015 71314465 C ATLANTA, GA 303849043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER TYPE 10995-AUGUSTROBBENSSONS - - - - - -- - - `03/05/15= ' — �N15�0.5---- - - - 1441049___-_ ]ORDERNUMBER ---1-4-4-1.049-_ SC CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.1800 TN 96.00 2,417.28 -SUMMARY• - - -- -- - PRODUCT 2,417.28 FREIGHT&FUEL SUBTOTAL 2,417.28 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,360.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,417.28 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sate on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the--Remit To"section and"Buyer"in the"Sold To'section of an invoice to which these Terns and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terms'in Buyer's bidl:purchase order or other form shall be binding upon Seller. Seller rejects additionaVdifferent terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LINIITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES 3r 1.4: 'FXCCPT,AS-OTHER-WISE—SPECIFiED iN_THIS AGREEMENT,-PRICES ARG SUBJECT TO-CHANGE-WITHOUT NOTICE—ORDERS WILL{3f. INVOICED, {;Vt;ESS OTI iERt1'(SE SPE�t�IE J IN THiS AGREEMEN"f,'AT SEL'LER'S PRICE IN Ei°FECT ON TPIL SC[IEDULED DATE OP Sfi7PIv1ENT..Prices on the ih4octhg docwiiehfare r ct bI'all ^;l applicable discounig andprgnlbtionftl allowances. References to"tons"means short tons(2000..I1is.)unless otherwise-specified... Any tax or other-ovcrrimcnfa(`c(nargea s'iiow or ItLrcaflcr'le��cd pgoduction,severance,mmurfaeture,delivery,storage.cdnsdniption;sale,usb1' e 'shtprrcentl of-Products ordered or'sold arc not'included in'Seller's price and.will 6c,cl'iar ie,d to. nd.paid by Buver.i ...... 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Scller and(2)payment,to Seller of reasonable.cancellation charges to be solcly determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under;my oder submitted by Buyer(aunt may cancel the order at any time prior to shipment). _.11 Y;NIENT:CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including fill or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Depanment and must be specified in writing on Seller's invoicing document. \Vhenever reasonable grounds for insecurity arise with respect to due payment from Buycr or witli respecr to Buyer's financial condition generally,Sellcr reserves the right to stop shipment on notification to Buyerand to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof.to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5°/per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer kith it here there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. u.DLi;:vl S: ?\It orders are''sdbjcetYO SeIICr's ability to riiake d�livcry at the time and in the gir5dtitics s[1'ecified,and Sellersh511 n0t'be habld'for damages for failure to make partial or complete shipment or for any delay in making shipments. Scller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or delaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities.etc.,floods,fres,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delav in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATiON MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and carrier-s charges for notification prior to delivery,demurrage.switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such d.uriage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to dcliverdhe Products until the railcars are released empty by Buyer to file rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses-costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR MAKING CLAINIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Scller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.OR NONINFRiNGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole reined),available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such detective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause ofaction thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH T(-IIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDE'N'TAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10 ;V!)E11N19:C;\:;O\. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND T14EIR RESPECTIVE PRESENT OR FUTURE '.fit" 11'I Pti,t1I'I It t R�. !�IRCC'TORS,�H 1.PFJ:{0_hDERS. INSURERS,AGENTS AND RIi PRESENTATiVES (COLLEC_TiVELY,"iNDE,'v- IN iED PARTIES"), FROM ALL_C'LA L\fS, L_ LIABiCITIES,DArNIAGES,SUITS,PR(CCLDINt S;COSTS AN6 EXPGNS SZINCLUDING REASONABLE.ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT- INCLUDING WiTHOUT LINIFFATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WIT14OUT LIMITATION, BUYER OR ITS EMPLOYEES). WHETHER ARISING AS A WORKERS-CONIPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANi' KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION. OR BREACH OF THiS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SF.CURITV INTEREST. Buyer grams to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may the any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LFCAL COMPLIANCE. Buyer and its cniployces/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any.cldinl,penalty or loss ofbenefts under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form providcd;by Sellei.jccrtifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the stub}pct nnauer;hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forns containing different/additional terms shall Itdve force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thercafler. Any unenforceable provision shall:be enforced to the extent it is enforceable.Any provision intended to survive sliall sure ve this Agrecilient's termination expiration and the consummation of the transactions contemplated hereunder. t Compass — INVOICE Minerals — Page-1 of 1 - - PLEASE REMIT TO/SELLER FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P COMPASS 2771 4312ALS AMERICA 48-1047632 NET 60 DAYS 2/16/2015 71305371 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 1.0995-=AUGUSTROBBENSSONS 02/1166/15 CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# REP SALES EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.4400 TN 96.00 2,442.24 SUMMARY PRODUCT 2,442.24 FREIGHT&FUEL SUBTOTAL 2,442.24 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,880.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,442.24 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. !.'OFFER. No terms in Buyer's bid,'purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLE'R'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. -3: PRiCGS; TAXESf EYCEPT 1$.OTHBRRrISE SPECIFIED IN•-TItIS AGREEv1LNT 'RR,7—E ,I�E•$UB7ECT f0`C7It1NG} \V�iT3p7fT NOT1Ch:"ORDLRa WIL,- 'B7?;T VOIC ED' �..... •-UNLE$S;OTHERW(SE.SPECIFIED,IN THIS AGREEMENT,AT SELLER,'S PRiCE 1N EFFECT ON THE SC-IEDULED DATE OF SIIIPMbNf Prices on the-ipvoncnngdn ugieiit are net Qj Alf: ;,applicable discounts and pr(niot oriel p,lowanccs. Rcferenceslro;`toil";means slnorf,foits(2gO0 Ibst:)unless otherwise spCCifw.d .,At.iy?tax or other governmental charges no'n or hoxiiatler 1646 "upon production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold are not included in Seller's price and rtltl.l ;pJLar uj xo.vld paid by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed inwriting.until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel tic order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment. require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or ai the time of delivery for future deliveries or require reasonable assurance ofpayment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge or the lesser of I5: per month(IS",;,- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past clue invoice will be assessed from the date of the invoice. Amounts owed by Buycr with where there is no dispute will be paid tyithoul set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse SCIICIim all attorney Ices and court costs in connection with default of these payment terms by Buyer. 6.DELAYS.yAll orders are subject to Seller's ability to-make delivery at the time and in the quantifies specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments.;Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of Gocl,War or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer.action orally governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting front order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPO.RTATION MATTERS. Unless otherwise specified on Seller's invoicing document,.all transportation charges,.including,-but not limited lo,Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention. delay in unloading,diversion,or reconsigttmcnt shiall be the sole responsibility of Buyer_ Buyer cvill'assumc title and risk of loss concurrently in accordance with Seller's'invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances aifd-will indemnify Seller against all claims for personal injuries or properly damage arising from the storage,use or handling ofsdelt Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and sec that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the currier in order to support a claim. Upon transfer of the Products' risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains filly responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and lases directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it Will convey good title to the Products and that,at the time of shipment.the Products will conform to the published specifications of Seller.Seller's specifications arc subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSED OR IMPLIFD.IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY iMPLiED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEM ENT. Buyer must notify Seller of any claim with respect to Products,warranty,orally other claim under this Agreement Within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have Filled its essential pwposc.then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THiRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting'from the use of the Products delivered hereunder in manufacturing processes of Buycr or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRFSENT OR FUTI RE �EMELOYEBS,--.,OPTIC-ERS,-DfRE�`3:6R3;;�n-, >- I3LRS-INSURERS,AGENTS.AND:REPRESENT-r\TI.V.GS (COLE-EGT.IVELY; l�i6BDtv{,art}=svEY-V'A[tlydEauJ-iiKUyt-At�L--C.L-Aitvlj;- �-.A+, LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES-),FOR ANY DAMAGE, INJURY. DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT. INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION. BUYER OR ITS EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT.STRICT LIABILITY.INTENTIONAL MISCONDUCT.OR FAULT OF ANY KIND, AND EVEN iF THE RESULT OR ALLEGED RESULT OF THE CONDUCT,NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGRL-1:.1,IEN"1 OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,rand Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COYlI'LIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations. including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)Will not subject Seller to any claim;penalty o;r loss of benefits tinder the Laws:and(3)Will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request.Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.A1ISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement Without Seller's prior Written consent. This Agreement constitutes the entire agreement regarding the subjeet matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance ofpurchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision Will not be•a,tvajver;ofdts right to enforce such provision or any other provision.(hen or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive slnall'sur'vive thisAgr'ecrncnf's tcrmination7dxpirati6n and ihe'coi drilmation of the transactions contemplated hereunder. a =CompassINVOICE Minerals = Page-1 of 1 PLEASEREMITTO/SELLER !, FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER PCOMPASS O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 2/16/2015 71305370 = ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS —0U/6115---­W1 5003-` -1438';17 - —143831?- - -SO— CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 1 C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.5100 TN 96.00 2,448.96 SUMMARY: PRODUCT 2,448.96 FREIGHT&FUEL SUBTOTAL 2,448.96 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .51,020.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,448.96 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods Is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer'in the"Sold To"section ofan invoice to which these Terms and Conditions.of Sale(*'Agreement")relate or are attached. .-'2-,OFFER. No terms in Buyer's bid.Purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SE'LLER'S OFFER iS -,EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OFTHIS AGREEMENT. 3:PRICES; TA\ES F�\CEPT QS:OTHERIVISE SPECIFIED I V'( A(RE 12[C1 S. 1RE.SUBJECT"f0 C14ANGC W�T(IOT�l NOTJCT 'OR-OF ,RS'ti?lPn 1,�C UNLESS',OTHERWISE SPECIFIED ITl THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON TING SCI iEDULED DATE OF SI-11I'MENT. l Prices ou ite ipvk'Acynt docarnent rF-p t all appli'cablc discounts,iitd;gromOtipjiab, llowanccs. Refereric6y to`,'tons';means shotT lonc(2000 ibs;),pnlcss otherwise specuficd :A�y.tas or other govern tcitial charges noir qts I+Crztier levi c� upon pro{Iuction.severance,manufactuire,delivery,storage,consumption,sale,use or shipment of Products ofdcrcd or sold are not included in Seller's price an<i tyiil;lt�.rhet } .,to,arid pal j.hy Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(I)written or oral notice to Seller and accepted in writing by Seller and(2)payincnt4o Seller of reasonable cancellation charges to be solely determined by Seller. Except,as otherwise agreed in writing,until the products identified in Buyer's purchase ordcr as accepted by S6116r("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYNIENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment. require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buycr and to demand payment in advance or at the time of dcliven•for ILlILire deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of I5%per month(18"4- APR)or the highest rale permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. .Amounts owed by Buyer with where there is no dispute will be.paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees Lo reimburse Scllcr for all attorney fees and court costs in connection with default of these payment terms by Buyer. J. 6.DELAYS. All orders are subject to Seller'sability to make delivery at the time and in the quantities specified,and Seller shall not'bc liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable.for delays or defaults in delivery caused by forces not reasonably within'Scllcr's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Sller's intended production,transportation or delivery facilities.etc.,floods.tires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any govenamcntal authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in famishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Btryer. 7.SHIPNIENT COSTS/TRANSPORTATION MATTERS. iJnless othenvise specified on Seller's invoicing document,all transportation charges.,including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or rcconsignment shall be the sole responsibility of Buyer. BuYer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with allregulations and ordinances and..will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products.,Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval. neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment.the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED.IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NON IN FRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days- of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller, In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREENIENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the ruse of the Products cfelivcred hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESI'.Nl'OR FUTL'RE E\iPLQ_Yr-FS,OFFICERS. DIRECTORS,SHAR&HOLDERS, INSUP.ERS.--AGL.'yTS>.,I, ,RF,.PRE$L"ZTA]'IVES PART -:S LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES'),FOR ANY DAMAGE", INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, 13UYER OR ITS EMPLOYEES). WHETHER ARISING AS A WORKERS'COMPENSATION CLAiM OR UNDER THEORIES OF NEGLIGENCE.TORT.STRICT LIABILITY.INTENTIONAL MISC•ON'DI'C'T,OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION. OR BREACH Of-THIS AGREEi\-IE\'T OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/ageurs (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, incJuding the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any-claim,penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request.Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force oreffect. Seller's failure to enforce any provision will not be a.waiver.of its right-to enforce such provision or.any,other provisiop;their or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's termination/expiration and ill"consummation of the transactions contemplated hereunder.' a = Compass INVOICE Minerals Page-1 of 1 p PLEASE REMITTOT$ELLER: i FEDERAL ID M PAYMENTTERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P O BOX 277043 48-1047632 NET 60 DAYS 2/13/2015 71304812 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING R NUMBER ORDER TYPE 10995-AU GUSTROBBENSSONS SCS- `�02/13/15-- WJ*5004 -14-383-15---7438315- CARRIER RAILITRUCK# EQUIPMENT TYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.2500 TN 96.00 2,424.00 SUMMARY- PRODUCT 2,424.00 FREIGHT&FUEL SUBTOTAL 2,424.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,424.00 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE >> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement')relate or are attached. 2.OFFER. No terms in Buycr's.b'id,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LiMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREEMENT. 3:-PRiCES;TA•XES',:r EXCEPT—AS-OTHERWISE•SPECiF,IED:(N THIS'AGREEMENT: PRiC'ES_ARE SUBJECT TO CHANGI WITHQUT'N'O'fICE:"ORDLRS \\`iLL.BL'11YjQICGD. IIN.LESS OTHERCVlIS SPECIF1Eb'.IN THIS AGRLEMENT;'AT SCLLER'S PRICE IN EFFECT ON TFIESCi EDU LED DATE OF SHII'Nir-NT. Prices olt thc,iagi otcm dgcunncnt ate"'n f 4Ca11 appl cattle discount?1 aqa protnotion,'d allowances. References,to_'tops"means shorl,.tons(3000 lbs.)unless t thcnvisG-spectftet(... Any tax or other govcimiic tat'clilt es'iAU\i qt IieiC ti r ICtied "'pilon production,sevcrahcc;'iranufacdure,delivery,storage.coinsumliiion.sale,use or§IirpiiicufofProducts ordered oi''sold'ar`e'not'included inScller's price and ltit711:be•pchar��i tarn p ( ;ljy Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller atid'(2)payment to•Seller oficasoiiab'le'canccllation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order a,accepted by.Scllei('Products")are shipped.Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Sellerat the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment. require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of deliXrq for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month 1139, - APR)or the highest rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts.that Buyer may claim are owed by Scller. Buyer agrees to.reimburse Seller for all attornev lees and court costs in connection with default of these payment terms by Buyer. G.DELAYS:`All orders arc subject to`Scllcr's ability to make delivery at the timetand in the quare itieg specified,and'Seller',shall not be Iiablc'for damages for failure to make partial or compleic shipment or for any delay in making shipments. Seller shall not be liable f'or delays or defaults in delivery caused by forces'not reasonably twifhin Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,Roods.fires,storms,or other acts of God.war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or mw materials and supplies(including fuel),acts or omissions of Buyer,action orally governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller.delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTS/TRANSPORTATiON MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges. including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsigumcnt shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance.with Seller's invoicing document:Ori passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries;orproperty damage arising from the storage,use or handling of such Products,-,Claims for daniage or shortage in transit must be nnadc by Buyer against the carrier: Buyer has the responsibility to inspect shipments before or during unloading to identify'ariv such damage,or sluortagc•and-see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its cnnployees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR NIAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND.EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILiTY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account orally defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have tailed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LiABiLITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THiRD PARTY FOR ANN' INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDENINiFiCATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PREY-XT OR FUTURE EMi I OYEES OFFICERS.DIRECTORS. SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PAICI'Ez; ),_L1,0M LIABILITIES,DAMAGES.SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY."LOSSES").FOR ANY DAMAGE. INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT. INCLUDING WiTHOUT LIMITATION, LOSSOR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION. BUYER OR ITS EMI'LON'EIiS), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT,STRICT LIABILITY,INTEN'r1ONAL MISC1NDUC 1".OR FAUL T OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION, OR BRi:AC'H OF THiS AGREEMENT OR NON- COMPLIANCE WiTH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF TMS AGREEiNIENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its cmployees7agents(1) will comply with all applicable U.S. federal, state,fochl and foreign'laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,-Laws");(2)will not subject Seller to any claim;penalty or loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to convicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subjcet matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance ofpurchasc order forms containing different/additional terms shall hat:c force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce,such.provision or apy,other,provision.then or thereafter. Any unenforceable provision shall tic enfarcefl to the extent it is enforceable.Any provision intended'to survivC Shall"survive this Agreeiinetit's teinanation/ezliiration and the consummation of the transactions contemplated hereunder. --- Compass INVOICE Minerals Page-1 of 1 PLEASE REMITTO/SELLER::' FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P o Ox 2770 4sRALs AMERICA 48-1047632 NET 60 DAYS 2/19/2015 71307428 ATLANTA, GA 30384-7043 SOLD To: 462129/ C54512 CARMEL UTILITIES SHIP To: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995—AUGUSTROBBENSSONS ____.02/19/15-- -- 5005—.5005_ __—__ 1_.438321_`—--1438321-— __S_0_ CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. 1FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM I UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.0200 TN 96.00 2,401.92 SUMMARY: PRODUCT 2,401.92 FREIGHT&FUEL SUBTOTAL 2,401.92 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,040.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,401.92 This Sale of Goods is subject to the Terns and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE L PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or arc attached. 3..O.FFER. No terntS in Buyer's bid,'purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3,.°RICES; 'CANES, FXCEPT,A$:OTHERWISE SPECtIifED,JIN,TI:I)S AGREEMENT,:PR1.CC$,-ARE.•SUBJECT TO CHANGE:WjTI-IOUT NOTICE. ORDERS-W k,J_ BE,!V.O1CiD; :'UNT.EESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on-Aly J It .ng�d ctlri urhrc,net;ofnll blc discountti,ai l prym ribSial allowances. Refcrerice$to'`tons"means short tons(20Q(J'j6s,7,t nless oChcrwise sp�cifjad'.:•Aiiy.tas or other governmental charges note.or'bu)leallexticyied —upon production.severance.manufacture,delivery,.storage,consumption,sale,use or shipment of Products ordered or sold are not included in Seller's price andJ'wi(i.'licichargr`dto.•<ind paid by Buyer. . -I.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payimenf tb Seller of ieasonable'cancellation charges to be solely determined by Seller. Except as,otherwise agreed in writing,until theproducts identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation wuier any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.P:'s'::`.i ENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terns as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terns must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyrr's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable a.esurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buycr's order. A finance charge of the lesser of 1.5%per month(18 - APR)or the highest rate permitted by law will be assessed on all past clue accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer With where there iS un diSl',ne%%ill be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with dcl;wh ni;i—e payment terms by Buyer. 6.DELAYS. All ordcis arc ubjcct'io Seller's ability to nial:c dcfivcry at the time and in the quiiiililics sliecificd,and Seller shall not be liable'f'or damages for failure to make partial or complete. shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or cicfmlls by carriers.extreme cold'weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enenry(or civil disturbance),strikes,lock-outs,shortages of labor or raw,materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force nutjcure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Bm cr,or delav in unloading shipments at the delivery point that are the fitult.of Buyer. 7.SHIPMENT COSTS/TRA.NSPORTATiON MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to. Seller's and carriers charges for notification prior to delivery,denmrrage,switching,detention. delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or.property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in.transit must be made by Buyer against the carrier. Buver has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the currier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer not.any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.'NARRA TCY/TIME FOR NIAIQNG CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAINIS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.OR NONINFRINGEMENT. Buyer:must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyeron account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual ofthe cause ofaction thereto. 9. LUMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WiTH TI-IIS AGREEMENT WILL BE LiMiTED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. Ilt !NIWNINI'r1CATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE \IT"•, ';'I 1';,OFH(Ff: . DIRFCTORS.. SH-\RFIiOLDF.RS, INSURERS,AGE\TS AND REPRESENTATIVES (C'OLLECTI\ELY,-13 _MN .1ED.P.�IRTILS ), FRO�•1_r11_1,I.'L 11ir/S: LIABILITIES,DAMAGES.SUiTS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES_"),FOR ANY DAMAGE, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES). WHETHER ARISING AS A WORKERS-COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THIS AGREEMENT OR NON- CONIPLIANCI:WITH APPLICABLE LAWS BY.ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERNIINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing,statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE, Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller.certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use ofthe Products as represented to Seller. 13.MISCELLANEOUS. Nlatters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to tho jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter htircof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not hq a-waiver of-its right to enforce such provision or any other provision then or thereafter. Any unenforceable provision shall be enforced.to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's icrininaiion/expiiation and the consummation of the transactions contemplated hereunder. ` I_ ®Cmaso — s� INVOICE Minerals — Page-1 of 1 - - PLEASE REMITTO/SELLER::' FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER - Poso271asRAls AMERICA x 748-1047632 NET 60 DAYS 2/19/2015 71307429 — ATLANTA, GA 30384-7043 SOLD To: 462129/ C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS CARRIER RAIL I TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.0300 TN 96.00 2,402.88 --- - SUMMARY: .. -- --- -- ----------- --- — -- PRODUCT 2,402.88 FREIGHT&FUEL SUBTOTAL 2,402.88 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,060.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,402.88 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Tenns and Conditions of Sate on the reverse side of this Invoice CREDIT NOTE >> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement")relate or are attached. 2.OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS i X11RESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3 'RIfCFS TA IGS.,, L.\CFP`f• �5 OT1IEf2\VISE SPI CiFfEfS 1N THIS AOREEmENT,f[�ICE$ 41RESUBJECT TO CHANGE,WIT1-10U'f NOTICE. ORDERS WILL.;I}E,iNV01, U':LESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices.oltthe invotc t�gjdocu nont,are:uet:pfall *ipp icciblc discounts_and hroinption 1 allowances. RefeKenceg'tn"tons"means shprf;tchis(}?000 ibs.)unless otherwisecr spefted. Any tax or Diller governmental charges noiv.gr Iierdallcr'.Icvicd .;-upon production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold are not included in Seller's price fiiid:will'be'charged,to'`nd'paid by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller aind'(2)payment to Seller of reasonable,cancellation charges to be solely detennined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at an.y time prior to shipment). 5.PAYAM ENT:CREDIT;PAST DUE.ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,ineluding full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment.and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed un all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Ainounts owed by Buyer with where there is nn dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with delhult.dfnheae payment terms by Buyer. 6.DELAYS: All oriler:s are'subject to SellcPs ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or det'auhs by carriers.extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,.Floods,fires,storms,or other acts of God,war or act of public cnamy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fire]),acts or omissions of Buyer,action orally governmental authority,or other force majcure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIi'MENT COSTS/TRANSPORTATION NIATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but riot limited to,Seller's arid carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinance~and will indemnify Seller against all claims for personal injuries;or property damage arising from the storage,use or handling ofsuch'Products..Claims for damage or shortage in transit must be matte by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of file Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR MAKING CLAIMS. Seller cvarants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OT14ER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY ITNIPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONiNFRINGEMENT. Buyer must notify Seller orally claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account orally defect in the Products shall be limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the announts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITH THiS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manuGacttuing processes of Buyer or in combination with other substances or otherwise. lit INDEMNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEiR RESPECTIVE PRESENT OR FUTURE UYLL Ul fiC:,zR>,.I iC£GI �3� L 13€1 ALDER$„1NSL�IiERS, ?!CE\TS 1iYAR,LI',RfSI t\Tr\TI.V,ES,.(COLLECTIVCI.Y,-:INDEM\!{at D-Pt�R-T:iES� FR9ll•AIL=(LALiVtS, .n.w..re LIABILITIES,DAMAGES.SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WITHOUT LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (iNCLUDIN'G.. WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES). WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABiLITY.INTENTIONAL MISCONDUCT,OR FAULT OF ANY KiND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THIS AGREEMENT OR NON- COi\iPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THiS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller•as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. I_.;tIKSCGLLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of.lohnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding ttne subject matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowtedgment/acccptance ofpurchase order forms containing different/additional terms shall bait force oI effect. Seller's failure to enforce any provision will not be,a.waiver of its right to.enforce such provision onanyy other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive sh'all'survive this Agrcei»cnt's to""rniination/ekpirati6n and the consummation of the transactions contemplated hereunder. ®Corn ass INVOICE Minerals — Page-1 of 1 PLEASE,REMIT TO/SELLER. " FEDERAL ID#: PAYMENT TERMS INVOICE DATEINVOICE NUMBER PCOMPASS O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 2/25/2015 71310508 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROMDATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER - ORDER TYPE _1099_5-�AUGUSTROBBEN3SONS 02/25/15 1N't50f55— J441 i25-'--"—- —14431025-- —SO——---- CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. I FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.0300 TN 96.00 2,402.88 SUMMARY- PRODUCT 2,402.88 FREIGHT&FUEL SUBTOTAL 2,402.88 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,060.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,402.88 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terns and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIFS. "Seller"is identified in the"Remit To"section and`Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement')relate or are attached. 2.OFFER. No ternis:in Buyer's bid.}purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LiNIITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. PPICES;—PP -f'XC3PT,AS--OT OTHERWISE SPEQIFIED IN THIS AGREEMENT PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE:-ORDERS-WILL BE INVOIC-Ep. UNLESS OTHER\ L'_T;*1IEfEE IN TRIS AGREEMENT,AT'SL PRiCE iN EF}'EC i C)N''I IIE SCI IEDULED DATE OIr'SiFiPV1'ZNT. Prices on(h_e inVotcin46' unci ark nctOfall appli�able discotmtg,And-promet ional allowances. References to"tons"means short tons Q000;lbs,)unless otherwise specified„ AnX tax or otEjer governrddhtahcharge5 tio�S ochcregftcYlevicd 0pon'pr�duction,severance.'manufaciure,delivery,storage- cotisunilition„sale,use dr shipiileht'ci Products ordered ors k are itot included in Seller's price and Kill be chltged to andpaid. Buycr. - a.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and-(2)payment to Seller of'reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by-Seller("Products")are shipped,Seller has no obligation tinder any order submitted by Buyer(and may cancel the order atany time prior to shipment). 5.PAYMENT;CREDIT:PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respoCt to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries of require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of L5%per month(18%- ANZ)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there i.,m,dkpntc will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney Ices and court costs in connection with dclauh ul thca,e payment terms by Buyer. - 6.DELAYS; 'AIf orders are`' 6jecI to'Seller's_ability to make d-_livery at the time and in the quimities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces'not reasonably within Seller's control(including but not limited to delays or dcfatuts by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Bu)cr shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting front order changes by Buycr,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and carrier's charges for notification prior to delivery,demurrage.switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buycr. Buyerwill assume title and risk of loss concurrently in accordance with Seller's invoicing;document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such,Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments Before or during unloading to identify'any suclr'damage or 8hertage'and see that appropriate ri'otation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its cmployces/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIM E FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that.at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,iS MADE BY SELLER AND SrLLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FiTNESS FOR A PARTICULAR PURPOSE,OR NONiNFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller.the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above.no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(t)year after the accrual of the cause of action thereto. 9.LIMITATION O'r LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREC-MENT WILL BE LINIITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in nlanulbeturing processes of Buyer or in combination with other substances or otherwise. to ;NI)EMYIFICAT'.ON. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE i� ISLS Oi l lCLItS_DIRECTOIZS. Sit�Rf HOLDERS-IN!SURERS,_AGL\'TS 1yQ;R�P I\TATIVES(CQLLECTIVLLY LNDEM\1 ICQ PA[2T}ES)- L•ROtii-.A.I L CLs\[NIS LIABILITIES,DAMAGES,SUITS,PROCEEDiN`6S,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,'TLOSSES"),FOR ANY D MAGE, iNJURY. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WiTHOUT I-imiTATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES), \\If 11-'TIIER ARISING ASA\\rORKERS'COMPENSATION CLAiiNI OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY.INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND, AND EVEN iF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION,OR BREACH OF THIS AGREEMENT OR NON- CO'NIPLIANCE\VITI I APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. I t.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase'price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE, Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U:S. Export Administration Regulations.the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Scllcr,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended rise of the Products as represented to Seller. 13.MISCELLANEOUS. ,\tatters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be made,unless in writing and signed by the parties,and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such,provision or any other.piovision then or thereafter. Any unenforceable provision shall 6e enforced to the extent it is enforceable.Any provision intended-to survive shalf-survive this Agrecinc it sitermination/expiration and.the consummation of the transactions contemplated hereunder.` ompass INVOICE Minerals — Page-1 of 1 PLEASE REMIT•TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P O BOX 277043 48-1047632 NET 60 DAYS 2/26/2015 71311146 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET WESTFIELD, IN 46074 CARMEL UTILITIES 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AU GUSTROBBENSSONS 02/26/45---.'--.^J15003 - ----144102E- -'---`I44-1026-= - 'SO.-= CARRIER RAIL/TRUCK# EQUIPMENT TYPE.• F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK CO TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY LION! UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.2500 TN 96.00 2,424.00 -- --- SUMMARY: _ - - - - -- -------I—----- PRODUCT 2,424.00 FREIGHT&FUEL SUBTOTAL 2,424.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,424.00 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.naselt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the`Remit To"section and"Buyer"in the"Sold To"section ofan invoice to which these Terns and Conditions of Sale("Agreement")relate or are attached. 2.-OFFER. No terns in Buyer's bid;purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LilvI ITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREEMENT. t' f RICES; 'f1.St;ri. I tCf Pl 15 0TI1ER\VISA SFtECiFUiD l y TEIiS AGREENICNT,il'RI.GI,S,ARE SUBJECT TO CHANGEt WITHOUT NOTICE. .ORDkMS:MLI, BF::INVOIGED; t NL S 0"I'Hr VISE SPECIFIED[N THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON TIfG SCHEDULED DATE OF SHIPMENT. Prices ga'tk?e;tpYtsiq ng dogtgmanlai[du\cttif a I apphcabtc dtscount5 and promotio ial allowances. Referejiccs;to"'tons'means short inits_(200 '16 1), otherwise spec[fied:", -Ai)Y.lax or other govcrmnental charges now oe h rca'ftcr`lei icd upoii prc'duction,severance,nutnufacttire,delivery,storage,consumption,sale,use or shipment of Products oidered or sold are not included in Seller's price and'wlli'rtieUcl arge t to atld 1paitl by Buyer. t 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)paymenl:to Scher of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped.'Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.P.AYMENT;CREDIT;.PAST DUE.ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including fill or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unrifled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by late will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there i,nn di;pwc a ill be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in CunucCtion wish dcliudt of these payment terms by Buyer. 6.DELAYS. All orders are subject'io Seller's ability to make deliver-at the time and in the quantities specified,and Seller shall notbe liable.for damages for failure to make partial or complete shipment or for any delay in making shipments. Scllershall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including finel),acts or omissions of Buyer,action orally governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTSFRANSPORTATION iNIATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection:of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products.,Claims for damage or shortage in imnsit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shalt promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/T1MF FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery or Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of'tire contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THiS AGREEMENT WiLL BE LIMITED TO THE NET PURCifASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY. CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWiSE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. I`;DE\itifFlC': '1'i0\'. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE 'LUIyLLS,01;1tJCL-RS,.DIRECTORS,SI-IARFLIOLDERS; INSURERS,-.AGENTS AND-REPRESENTATIVES.(COLLECTIVELY,---1NDEIvINIF1EDTARTIES-)=:F.ROM ALL CaLA1Ms+ss.ce� LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY. DEATif. LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WiTHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION. BUYER OR ITS EMPLOYEES), WHETHER ARISING ASA WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILiTY.IN"I ENTIONAL MISCONDUCT,OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty on loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller int a form provided by. Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject: matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be a waiter of its right to enforce.,such provision or any"other:provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall`sdryive this'Agreeniein s'terrnmation/ezpiiation and the consummation of the transactions contemplated hereunder. -- CompaSS INVOICE Minerals — Page-1 of 1 PLEASE REMITTO/SELLER:`! FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P O BOX 277043 48-1047632 NET 60 DAYS 2/26/2015 71311148 ATLANTA, GA 30384-7043 SOLD To: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET WESTFIELD, IN 46074 CARMEL UTILITIES 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBSENSSONS ------ --- 0 26113--— 'N150GY. —144"J'28-- -=1441028— _ S0--= — CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.4300 TN 96.00 2,441.28 - SUMMARY: - ----- PRODUCT 2,441.28 FREIGHT&FUEL SUBTOTAL 2,441.28 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,860.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,441.28 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller'is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 'Z. OFFER. No terms in Buy6r's biLpurchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS li\PRESSLY LI\IITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3 TF2IE CS, 7AAk.S.::,k4CJ_EJ.AS OTHERWISE SPECiPIED.INTHIS AGREEMENT,.J'RiCES.ARE.SUBJECT TO CHANGE.!WITHOUT NOTICE ORDERS_WILL BEiJNVOICED, (TNI IHSS OTHERWISE SPECIFTED�N THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCl IEDULED DATE OF SHIPMEN r. Priccs dA t47eit7i!otLl[y lgcutttentatr¢'ltetrolall aPplicalilc discountst a'rtd promotibrial'allowances. ReferencCs'to."tons"nicans shpi):'U ns`(g000!lbSJ:Luilcss otherwise speeffii id '4ny tax or other governmental charges noiv or hereaftei' - Cdicd opttn production,severance,manufacfurc,delivery,storage,consumption,"sale,use or shipment of Products ordered or sold are not included in Seller's price aiid'wtli`rye'-sharked to a.mdJpAid by Buver. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable.cancellation charges to be solely determined by Seller. Except as othervise agreed in writing,.until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(arid may cancel the order at any time prior to shipment). 5.PAYM ENT;CREDIT:PAST DUE ACCOUNTS. Buyer will make payment to Seller at file time and in the currency specified on Seller's invoicing document: Seller may,in its sole judgment, require such other payment terns as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buver's financial contrition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(IS%- APR)or the hi,_hes(rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with\+here there a n,di,hute m ill be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and count costs in connection with def:wlf ufthese payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the,quatitities specified,and Seller shaft not be liable for damages for.failure to make partial or complete shipment or for any delay in making shipments. Seller,shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total filllnre of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majcurc event). Buycr shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIP.MrNT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention. delay in unloading.diversion,or reconsignment shall be the sale responsibility of Buyer. Buyer will assume title and risk'of loss concurrently in accordance with Seller'sinvoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or prpperty damage arising from the storage,use or handling of such Products. Clairns.for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by file local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.R'ARRANTWTIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications or Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.OR NONINFRiNGEML'NT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Scllcr,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of'the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will he commenced more than one(1)year after the accrual of the cause of action thereto. 9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR AN INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of.the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. i(t 1`1;,E?iNiFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEiR RESPECTIVE PRESENT OR FUTURE QFNCLl&s,DIRECTORS,SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVES (COI.LEGTIVELY; INDLM�tIt LCD [Ai�TIEe�; F.E20M LtL CL_h{hiS„—_ LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WiTHOUT LIMITATION. LUSS UR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIN11TATION, BUYER OR iTS EMPLOYEES), WHETHER ARISING:\S A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.INTENTIONAL MISCONDUCT,OR FAULT OF ANi' KIND. AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION. OR BREACH OF THIS AGREEMENT OR NON- CO\1PLIANC'E WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Scllcr,anti Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employces/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including,the'U.S..Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller to any claim,penalty or loss Oft),CuCluS under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buycr will deliver a certificate to Seller in a form provided by Seller,crtifying such matters as requested by Seller,as required by the Laws,or pertaining to Buvcr's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter li`renf:no modification may be made.unless in writing and signed by the parties:and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force or;rffect. Seller's failure to enforce any provision will not be-a•waiver of:its right cnforce'sueh pruvision`od any otfier-proyisu i"thein or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.r\ny provision intended to sun ivc shall survive this Agreement's`termination expiration and the consummation of the transactions contemplated hereunder. _Corn ass — INVOICE MineYals — Page-1 of 1 — — — PLEASE'REMITTO/SELLER :h; FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER' P o sox 2717043�LS AMERICA 48-1047632 NET 60 DAYS 2/20/2015 71308251 ATLANTA, GA 30384-7043 SOLD To: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING' . ORDER NUMBER. ORDER TYPE 10995-AUGUSTROBBENSSONS - - - --- - -02;'20/15— 1.^J1501 - 1 1 !-ca -=14aIr_L19—_ — CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.1000 TN 96.00 2,313.60 --- SUMMARY: PRODUCT 2,313.60 FREIGHT&FUEL SUBTOTAL 2,313.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .48,200.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,313.60 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> >> (Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller'is identified in the"Remit To"section and"Buyer'in the"Sold To"section Oran invoice to which these Terms and Conditions of Sale("Agreement')relate or are attached. 2.OFFER. No terms in'Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OF17I7R IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRI'CES;`TAXGS'„ EXCEP.T'AS'OTHERWISE'SPL'qIFIED IN 1;1`IIS'AGREEMENT,,'?RIQES"ARE SUBJECT TO-CHANCE,WITHOUT--NOTICE.- ORDVRc N'll L BC INVOICED, ...UKLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELL'ER'S PRICE iN EFFECT ON TIIE SCHEDULED DATE OF;Sil1:P 9LNT. Prices op the i vmcln docgnieo ltte'i2at;b.(yill applicable drscounis'Ind prof iotiogal allowances. References to`-tons"dtemts short.tons(2Q00 1{s,,)unless othenvise.spcctf ed. Any tax or o her goverlim&f tl''chacces iioi+ or here i'Rcr+ldyicd u an induction,severance,nianufachrre,delivery, Stora ,consum non;sale,use'or slii'inert ofProtlucts p" p ry,, g p`' p ordered or'sold aie no(included in Seller's price an \ly.1-1 e eharr d(o ttit „pard, y Buyer.' 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)paymenrto Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing deetlillent. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have Utc prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance ofpayment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(19%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged oil a past due invoice will be assessed Brom the date or the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attornev lees and coup etas in connection with default of these payment terms by Buyer. 6.DELAYS: All orders awe's tlijectto Sellers ability to make delivery at the time and in the quaritil es specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,(fres,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any'governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Scllcr,delays resulting from order changes by Buyer,or belay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPNIENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including.but not limited to,Seller's and carrier's charges for notification prior to,delivery,demurrage,switching,detention. delay in unloading,diversion,or reconsignment shall be the solo responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising Goo the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to'inspect shipments before or during unloading to identify any such damage or shortage and'see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buver. Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval. neither Buyer nor any of its employees/agents will divert or expot any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.\VARRANTY/TiNIE FOR MAIQNG CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTI IER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF tIMERCHANTABILiTY, FITNESS FOR .A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement wvithin thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above.no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITH THiS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE. EMPLOYEES,OFFICERS,DIRECTORS.SU4RLUQJ,pERS,,INSURERS, AGENTS.AND REPRESENTATIVES-(COLLEC7IVEI Y,"IN DCMNI IED ClRI'LFS J Ft'U11 tLL t I ±,L\i�, -., LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDINGREASONABLE ATTORNEYS'FEES) COLLLCfIVELY;t`LOSSES") FOR A�Y'DAvI G INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LiMIL\TION. BUYER-OR 17S I .MPLOYFCS,. WHETHER ARISING AS A\YORKERS'COMPENSATION CLAiM OR UNDER THEORIES OF NEGLIGENCE.TORT.STRICT LIABILITY.INTITN-1'IONAL�%-IISCONDI:('T.OR OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR : U.N- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully pain. Seller may file any financing statements and give notice of such security interest to third panics as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agenic (1) will comply with all applicable U.S. federal, state, local'and foreign laws and reghlations including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,-Laws");(2)will not subject Seller to any claiim,peitalty,or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.NIISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter'hereof,no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such,provision,or any ether provision Then or thereafter. Any unenforceable provision shall{te enforced to the extent it is enforceable.Any provision intended io survive shall survive this Agieciiteit"s tcrntination7cxpiiati6n and the coinsunin ation of the transactions contemplated hereunder. f Compass INVOICE Minerals — Page-1 of 1 - PLEASEREMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER — COMPASS MINERALS AMERICA P O BOX 277043 48-1047632 NET 60 DAYS 3/3/2015 71313230 ATLANTA, GA 30384-7043 SOLD To: 462129/ C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM I DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS -- -- - ----. 03/03/15-- -- W15005--- - - --1441G39------ --- --1441039 - SO------ CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. I FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.7500 TN 96.00 2,376.00 SUMMARY: - PRODUCT 2,376.00 FREIGHT&FUEL SUBTOTAL 2,376.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,376.00 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I.PARTIES. "Seller"is identified in the"Remit To'section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terms in Buybi's bid;purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS LIPRESSLY LIMITED TO AND CONDITIONED UPON BUYER-S ACCEPTANCE OF TI-IIS AGREE,,]_NT. i. PR1CI S; 'I'AX1:5:. I XCBP,T;S'S OTHER\ViSE"SPECIFSED.iN TJ-IIS AGREEMENT, PRICE'S ARF SUBJECT'TO'CHA\rGEWIT1.lOUT NOTICE." •ORDER$tiYILL 13C:LNVO)Clsn, UNLESS OTHERWISE SPECIFIED IN THIS AGREEM ENT,AT SELLER'S PRICE IN EFFECT ON TIME SCHEDULED DATE OF SIIIPME_NT. Prices qn hq-jnvotom dpcumerxt are nFt�f ell tipp'licable discoun(';aiScCpPopiotional!allowanccs. References.to"ions"means short•tmis(2000:1bti:)unless 6thcrwise spectfred.,_Any tax or other govcrnme�tal charges now qrhcrcn. r levied dpori.productton,severance,manufacture,delivery,storage,consumption,,sale,use or shipincnCofProducts ordered or sold are not included in Seller's price an.&will bq';chargid to°iiimd.paid;by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or orad notice to Seller and accepted in writing by Seller and(2)payment 4o Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.1'A.I1iFNT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's Financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or rryuire reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- AI'R)or the highest rale permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with t.b.crc(herr ro no di,pute kill be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse ScIlcl for all attorney fees and court costs in connection with default of these payment terms by Buyer. G.DELAYS: All orders are suhlect to Scllers ability to stake delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in tlelivery.caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,cic.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes.lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's dcluy in furnishing requested information'to Seller•delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buycr. 7. SHIPMF,NT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified.on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion.or reconsignment shall be the sole responsibility of Buyer. Buyer will assume iitle and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances anal will indemnify Seller against all claims for personal injuries orproperty damage arising from the storage,use or handling df such Products. Clairns,for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments berme or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care.condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Btryer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/T1NIE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FiTNESS FOR A PARTICULAR PURPOSE,OR NONINFRiNGE-NIENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account orally defect in the Products shall be limited to the replacement ofsuch defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(l)year alter the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR TiiE_PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLF TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. iNDFIMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER .AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE E\1t'! LS,_U11a11.GRS -DIRELTQRS,SIIAR-;JIQLPERS. INSURERS,AGP_NTS 1ND-RLPRES_FNTATIVES,(GOL1_ T_IVELY- RIED,t ARTi S��r�EROM•-AEI;iCiL-AltviS�.�. y LIABILITIES.DAMAGES.SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY. DEATH. LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WITHOUT LiMI FATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR iTS EMPLOYEE'S). R'1lF fl IER ARISI':G ASA WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANi KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION, OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains.a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including.tlhq U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller to any claim,penalty qr loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a fonn provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.NII` FLLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification maybe made,unless in writing and signed by the parties:and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall hast force or of fcct. Seller's failure to enforce any provision will not be i waiver of its.right to enforce,such provision or any,other.provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's terminatiorVexpifation and the consummation of the transactions contemplated hereunder. a Compass INVOICE Minerals — Page-1 of 1 - PLEASE:REMITTO/SELLER. FEDERAL ID M PAYMENT TERMS INVOICE DATE INVQICE NUMBER — PCOMPASS 0 BOX 277 4 �LS AMERICA 3 48-1047632 NET 60 DAYS 2/27/2015 71311791 = ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 _AU GUSTRO13BENSSONS _ _ __- _ __ ___ 02/27/'I5 VU1'5004'_ _ _ _- ___14+1003:x;.__ _ _ _ _ 1441035, CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.8700 TN 96.00 2,387.52 SUMMARY: PRODUCT 2,387.52 FREIGHT&FUEL SUBTOTAL 2,387.52 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,740.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,387.52 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (Terms and Conditions of Sale are also available at www.naselt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller'is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. '?:OFFER. No terms in Buyers hid,purchase order or other forst shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS ENPRESSLY LiMiTED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3 f R3CE$ TAXE ;' -THIS AGREEMENT PRICES ARE SUBJECT"TO'CHANGEWITHOUT'NOTICE:-"ORDERS 1ViLL BF:ll1UOICEJ)j :UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SLL EElk PRICE IN EFFECT WT`F'iE SCHEDULED DATE OF SHIPn4ENT. Prices op tjte invctrcmg. m docuept_are netpf,all "applicable discounts,a td pronYotfoital allowances. References,to"tons"mdans shorttoms(2000 lbs:)pnless otherwise specified.,,.Any.tax o-other governmental"charges`no(v or hercafterlevied -upon production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of'Products ordered or sold are not included in Seller's price aad,tvill;b�;charge to ard.paid by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written m oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable'cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller lias no obligation under any order submitted by Buyer(and may cancel the order at'any time prior to shipment). 5.PAYMENT;CREDIT:.PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document: Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to'stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,-without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by la,a will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is uo dispute%\ill be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's.ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action orally governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsigmment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage'arising from the storage,use or handling of such*Products: Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage acid see that appropriate notation is made on the delivery tickets or an inspection report Furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR MAILING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Scller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller orally claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account orally defect in the Products shall be limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or other%vise with respect to Products will be commenced more than one(I)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. iNDEMNIFICATiON. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE =FtC'FRC tRF T(iRC C{-Ln FHOI E C,FI'1S RS. C_,� C_ND—RG1tI2 r.,Srr ;VTSF,(GO LLFGTIVELYi;,"II�HE,4fiaFF,i£B,�PrAi2iT;t£S"r), fZOM tt=Lr,®Lsal-iMS LIABILITIES,DAMAGES,SUITS,PROCEEDiN S,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KfND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WiTHOUT LIMITATION,LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION,BUYER OR ITS EMPLOYEES). Wi 11-THER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT 0i' A`Y KIND, AND EVEN 1F THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION, OR BREACH OF THiS AGREEMENT OR NON- CONIPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S, Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing differentladditional terms shall have force or effect. Seller's failure to enforce any provision will not be a.waiver of its right to,enforce,such-provisiomor any other;provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's terminationlexpiratiori'aitd the consummation of the transactions contemplated hereunder. I VOUCHER # 151199 WARRANT# ALLOWED 368932 IN SUM OF $ COMPASS MINERALS AMERICA PO BOX277043 ATLANTA, GA 30384-7043 i Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO# INV# ACCT# AMOUNT Audit Trail Code -rlxc �-7 tf a�t�3 �N 71306023 01-6180-03 $2,385.60 -rr���Z 23�;�•�ib Dc{ � I '3C�`7 x-128 0.�401•`i'� 113111 LAU a-4 D-L4,�b 113 I I 1 `I 2U Lt Z8 'I13v��5t 331�•Lfi 7131,1 L4 G5 Z q I-7,z Voucher Total�(u��� 5� 0 I I Cost distribution ledger classification if claim paid under vehicle highway fund Prescribed by State Board of Accounts City Form No.201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 368932 COMPASS MINERALS AMERICA Purchase Order No. PO BOX277043 Terms ATLANTA, GA 30384-7043 Due Date 3/10/2015 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 3/10/2015 71306023 $2,385.60 I hereby certify that the attached invoice(s), or bill(s) is (are) true and correct and I have audited same in accordance with IC 5-11-1 - .6 Date Officer