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243607 3 /26/2015 u' CITY OF CARMEL, INDIANA VENDOR: 368932 �� ta, ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $`***'9,700.80• '' o PO BOX 277043 CHECK NUMBER: 243607 �;, i? CARMEL, INDIANA 46032 �'�irb5i"�°' ATLANTA GA 30384-7043 CHECK DATE: 03/26/15 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71283124 2,414.40 OTHER EXPENSES 601 5023990 71283969 2,436.48 OTHER EXPENSES 601 5023990 71283970 2,400.96 OTHER EXPENSES 601 5023990 71283971 2,448.96 OTHER EXPENSES Compass = INVOICE _ Minerals ire als — Page-1 of 1 PLEASEREMITTO/SELLER: J FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER 17 1ZALS AMERICA P O BOX 274348-1047632 NET 60 DAYS 1/7/2015 71283124 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 10995-AUGUSTROBBENSSONS ------ - ------ ---_I - -OV07/ 5 ---- - -WI50041 - - - ----142617T - - -1426177 - SO-L----- CARRIER ------ 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 25.1500 TN 96.00 2,414.40 SUMMARY: - -•- -- - - - - - -. . - .- .- ----•--- - ---- -- -1 - - - -. PRODUCT 2,414.40 FREIGHT&FUEL SUBTOTAL 2,414.40 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .50,300.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-1743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,414.40 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. OFFER.No terms stated by Buyer in its bid,purchase order,acknowledgment,or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller.Buyer is hereby notified ofthe Seller's"objectioti to and rejection orally additional or different terms in Buyers bid,purchase order,acknowledgment,or other Comms.THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED 1N 1'1IESE TERMS AND CONDITIONS OF SALE(referred to as this"Agreement")."Seller"is the Compass Minerals entity identified as the"Seller"on the front of the invoice. 2.PAYSICNT.$iryePagrees to make payment aCSeller's location and at the time and in"ihe•cari rcy specified on the Sellers invoicing,d6cuinent.The Seller may,inti"sole judgr2nt;-require- such other payment terms as it deems appropriate,including full or partial payment in advance e of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charce ofthe lesser of 1 S%per month(18%-APR)or the highest rte permitted by law will be assessed on all past due accountsi ln)erest chareecj on a. Past due invoice will be assessed from the date ofthe invoice.Amounts owed by Buyer with respect to which there is no dispute will be paid without set-off for any amour[which Buyer may claim arc owed by Seller. Buyer agrees to reimburse Seller all attorney fees and court costs in connection with default of these payment terms by,Buyer. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT,PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED,UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. References to"tons"shall nmean short tons(2000 lbs.)unless otherwise specified. 5. CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to the Seller subsequently accepted in writing by the Seller and(2)payment to the Seller of reasonable cancellation charges to be solely dctennincd by the Seller. Except as otherwise agreed in writing,until the product that is identified on the front ofthis invoice("Product")is shipped, Seller has no obligation under any order submitted by Buyer(and may cancel the order at any little prior to shipment). 6. CREDIT. Credit payment terms must have the prior approval ofthe Seller's Credit Department and must be specified in writing on the Seller's invoicing document. [fat any time Buyers financial responsibility becomes impaired or unsatisfactory to the Seller,Seller reserves the right to stop shipment,on notification to Buyer and to demand payment in advance or at the time of delivery for flnure deliveries or to require other security satisfactory to the Seller,and in the absence thereof,to cancel,without liability,the unfilled portion ofthe contract. 7.TAXES.Any tax or other go+ornmcnml char-,c m-pr ilcrc.ilicr Icwcd upon prrductit;tt acN er�uke, turag;,.wnsunynion,x:ae,we ur shipment of Products ordered or sold is not m'cluded i❑Sellers price and will be clfarged to and paid by the Buyer. ' S. DELAYS. All orders are subject to the Seller's ability to mike delivery at the time and in the quantities specified,and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments.The 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),action orally governnmental authority,or other force majeure event). The Buyer shall be liable for any added expenses incurred by the Seller because of Buyers delay in famishing requested information to the Seller,delays resulting from order changes by the Buyer,or delay in unloading shipments at deliver),point that arc the fault of Buyer. 9. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on the Seller's invoicing document,all transportation charges,including,but not limited to,carrier's charges for nolification prior to delivery,demurrage caused by Buyer,delay in unloading,diversion,or reconsignment will be paid by the Buyer.Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B.point identified on the Seller's invoicing document. Products held or stored by Seller,for Buyer will beat the sole risk of Buyer and Buyer willbe liable for the expense to Seller of holding or storing Product at Buyer's request. On passage of title,the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the 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 the Buyer against the carrier. The 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. Buyer shall be solely responsible for the care and condition of railcars in their possession and for their timely return in good condition. 10.WARRANTY/TINIE FOR MAKING CLAIMS.The Seller warrants only that it will convey good title to the Product and that,at the time ofshipment,the Product will conform to the published specifications of the 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.INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR NONiNFRiN'GEMENT.Buyer must notify Seller ofany claim with respect to Product,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Product or such claim is waived. In the event of an alleged breach hereof by the Seller,the sole remedy available to the Buyer on account of any defect in the Product shall be limited to the replacement ofsuch defective Product by the Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then the Buyer shall be entitled only to a refund ofthe amounts paid to the Seller for such defective Product. Subject to the notification of claim provision above,no action for breach ofthe contract for sale or otherwise with respect to Product will be commenced more than one(I)year after the accrual ofthe cause of action thereto. 11.LIMITATION OF LIABILITY.SELLER'S LIABILITY FOR ANY CLAiM ARISING UNDERI-1-11S AGREENI ENT WILL BE LIMITED TO THE AMOUNT OF THENET PURCHASE PRICE OF THE PRODUCTS SOLD TO BUYER BY SELLER PURSUANT TO THIS INVOICE. SELLER SHALL iN NO EVENT 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.TORT(INCLUDING NEGLIGENCE)OR OTHERWISE. The Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 12.INDEMNIFICATION. BUYER SHALL INDEMNIFY,I TOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES,OFFICERS, DIRECTORS,SHAREHOLDL RS,INSUR L'R.,-AGENTS,AN D-RCP-RESGN-1=AT3-V 6S-(80L6£C-T3?'C-sr•'+`-'FltE=sINDEMNIFIED-PARTi E$=},-•FROM ACL-CLA-IMSr-L-1"AB11:1T1ES-= DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,THE"LOSSES"),FOR ANY DAMAGE,INJURY, DEATH.LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF TI-IE PERFORMANCE OF TRIS AGREEMENT,INCLUDING WITHOUT LIMITATION,LOSS OR DAMAGETO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON(INCLUDING.WITHOUT LIMITATION.BUYEROR ITS EMPLOYEES),WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OFNEGLIGENCE,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 ORNON-COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF TI4IS AGREEMENT. 13. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products fomishedby the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other documents as Seller may determine to be necessary to perfect such security interest. 14. GOVERNING LAW/J URISDICTiON.This Agreement and any sales hereunder will be governed by the laws of the state of Kansas without regard to conflicts of law rules. Both parties consent to the jurisdiction of Johnson County,Kansas courts over any matters arising out of this Agreement or any sales hereunder. 15. ASSIGNABILITY. This Agreement is not assignable by the Buyer without the prior written consent ofthe Seller and any purported assignment without such consent will be void. e 16. ENTIRE AGREEMENT.These Terms and Conditions of Sales constitute the entire agreement ofsale and purchase ofthe Product.No modification ofthis Agreement shall be of any force ore ffect unless in writing and signed by the parties sought to be bound thereby,;md no modi fication sha11 be effected by the acknowledgment or acceptance of purchase i order forms containing different terms or conditions. 17.NO WAIVER.The failure by Seller to enforce at any time any ofthe provisions ofthis Agreement,or to exercise any rights provided herein,will not be construed as a waiver of such provisions or options,nor in any way be construed to affect time validity of this Agreement,or the right of Seller thereafter to enforce each and every such provision. August 2014 Compass — INVOICE - Minerals — Page-1 of 1 - - - PLEASE REMIT TOISELLER FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER PCOMPASS O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 1/8/2015 71283970 - 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-AUGUSTROBBENSSONS -- - — "01/08/15 - --w15005- CARRIER -w15005CARRIER 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 25.0100 TN 96.00 2,400.96 I SUMMARY - - PRODUCT 2,400.96 FREIGHT&FUEL SUBTOTAL 2,400.96 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,020.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,400.96 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.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE .. 1. OFFER.No terms stated by Buyer in its bid,purchase order,acknowledgment,or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller.Buyer is hereby _ notified ofthe Seller's objection to and rejection orally additional or different terms in Buyer's bid,purchase order,acknowledgment,or other forms.THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS AND CONDITIONS OF SALE(referred to as this"Agreement")."Seller"is the Compass Minerals entity identified as the"Seller"on the front ofthe invoice. __-•, 2. PAYiAIEN1'a Biiyici a�& es to make payment at Seller's Idchtion and at the time and inahc-currency specified on the Seller's invoieingd6cutrien(.The Seller may,in it3sdle judgni'e'nt;'tegdire ',.-_ such other.payment;temurs.ds it deems appropriale_including full or,partial payment in advance of shipment or by letter of credit. ., , 3. PAST DUE ACCOUNTS.A finance charge ofthe lesser of 1.5%per month(18%-APR)or the highest rate permitted by law will be assessed on all past due accounts:Juiciest chaiged.ona past due invoice will be assessed from the date ofthe invoice.Amounts owed by Buyer with respect to which there is no dispute will be paid without set-off for any amount which Buyer may claim _.are owed by Seller.-Buyer agices to reimburse Seller all attorney fees and court costs in connection with default of these payment terms by Buyer: 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN TI41S AGREEMENT,PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED,UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,ATTHE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net ofall applicable discounts and promotional allowances. References to"tons"shall mean short tons(2000 Ills.)unless othenvise specified. 5. CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to the Seller subsequently accepted in writing by the Seller and(2)payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. Except as otherwise agreed in writing,until the product that is identified on the front of this invoice("Product")is shipped, Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 6. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Department and must be specified in writing on the Seller's invoicing document. If at any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller,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 to require other security satisfactory to the Seller,and in the absence thereof,to cancel,without liability,the unfilled portion ofthe contract. 7...TAXES. .ur atbtc got cramcntal ehar�c}to�or-herralier levies upon production�seruaike,manu facuue_.delivery,storage,consumption,sale,use or shipment of Products ordered or sold is not included in Selle'r's price and will be charged to and paid by the Buyer. - H. DELAYS. All orders are subject to the Seller's ability to make delivery at the time and in the quantities specified,and the Seller shall not be liable for damages for failure to snake partial or .complete shipment or for the delay in making shipments.The 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),action orally governmental authority.or other force majeure event). The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in famishing requested information to the Seller,delays resulting from order changes by the Buyer,or delay in unloading shipments at delivery point that are the fault of Buyer. 9. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on the Seller's invoicing document,all transportation charges,including,but not limited to,carrier's charges for notification prior to delivery,demurrage caused by Buyer,delay in unloading,diversion,orreconsignment will be paid by the Buyer.Risk ofloss and title to Products transfers to the Buyer upon delivery at the F.O.B.point identified on the Seller's invoicing document. Products held or stored by Seller for Buyer will beat the sole risk of Buyer and Buyer will be liable for the expense to Seller of holding or storing Product at Buyer's request. On passage of title,the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the 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 the Buyer against the carrier.The 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 ofthe carrier in order to support a claim. Buyer shall be solely responsible for the care and condition of railcars in their possession and for their timely return in good condition. 10.WARRANTY/TIME FOR MAKING CLAIMS.The Seller warrants only that it will convey good title to the Product and that,at the time ofshipment,the Product will conform to the published specifications of the 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,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILiTY,FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller orally claim with respect to Product,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Product or such claim is waived. In the event of an alleged breach hereof by the Seller,the sole remedy available to the Buyer on account of any defect in the Product shall be limited to the replacement ofsuch defective Product by the Seller.In the event the remedy provided herein shall be deemed to have failed its essential purpose,then the Buyer shall be entitled only to a refund ofthe amounts paid to the Seller for such defective Product. Subject to the notification ofelaiin provision above,no action for breach of the contract for sale or otherwise with respect to Product will be commenced more than one(i)year after the accrual ofthe cause of action thereto. 11.LIMITATIONOFLIABILITY.SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF THE NEI' PURCHASE PRICE OF THE PRODUCTS SOLD TO BUYER BY SELLER PURSUANT TO THIS INVOICE. SELLER SHALL IN NO EVENT 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,TORT(INCLUDING NEGLIGENCE)OR OTHERWISE. The Buver assumes all risks and liability for any damage to persons or property resulting Front the use ofthe Product delivered hereunder in manufacturing processes ofthe Buyer or in combination with other substances or otherwise. 12.INDEMNIFICATION.BUYER SHALL INDEMNIFY,HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND TIIEIRRESPECTIVEEMPLOYEES,OFFICERS. DIRECTORS,SIIARLIIULDERS, INSURERS;AGLNTS-AND-REPRES ENl'r1'fIV S=(4'(J1,6ECTdVGL1',THE"INDEMNIFIED I?ARTIL'S"r Yf f:OM.ALL�C-AIMS,LIABILITIES, .- DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,THE"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),WHETIIER ARISING ASA 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 WITI I APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 13.SECURITY INTEREST.The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products famished by the Seller and the proceeds thereof. until the purchase price therefore is fully paid.Buyer agrees to execute such financing statements and other documents as Seller may determine to be necessary to perfect such security interest. 14. GOVERNING LAW/JURISDICTION.This Agreement and any sales hereunder will be govemed by the laws ofthe state of Kansas without regard to conflicts of law rules. Both parties consent to the jurisdiction of Johnson County.Kansas courts over any matters arising out of this Agreement or any sales hereunder. 15. ASSIGNABILITY. This Agreement is not assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent will be void. 16.ENTIRE AGREEMENT.These Terms and Conditions of Sales constitute the entire agreement of sale and purchase of the Product.No modification of this Agreement shall be orally force or effect unless in writing and signed by the parties sought to be bound thereby,and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different lcnns or conditions. '' •- • - . 17.NO WAIVER.The failure by Seller to enforce at any time any ofthc provisions of this Agreement,or to exercise any rights provided herein,will not be construed as a waiver of such provisions or options,nor in any way be construed to affect the validity of this Agreement,or the right of Seller thereafter to enforce each and every such provision. August 2014 Compass = INVOICE - Minerals — Page-1 of 1 p - - PLEASE`REMIT TOISELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER = COMPASS MINERALS AMERICA - P 0 BOX 277043 48-1047632 NET 60 DAYS 1/8/2015 71283971 — ATLANTA, GA 303847043 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 - --- ------- -----6J-jb8/15 ----A11-60005 1428194 �i42CM.9 --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 - 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 1-800-743-7258 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. OFFER.No terms stated by Buyer in its bid,purchase order,acknowledgment,or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller.Buyer is hereby notified ofthe Seller's objection to and rejection ofany additional or different terms in Buyer's bid,purchase order,acknowledgment,or other forms.THE SELLER'S PROPOSAL IS EXPRESSLY -. LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS AND CONDITIONS OF SALE(referred to as this"Agreement')."Seller"is the Compass Minerals entity identified as the"Seller on the front of the invoice. 2.PAV-141 NT: k 6V6}-aglrces to male payment at 8611er s location and at the time and•iim ifiecutrency sjieuif red on the Sellers invoicing document The Seller may,in its sofijud m@nt,require-3- • such other.payment.tertnsaIs it deems appropriate,including full or'lpartial payment in advance of shipment or by letter of credit. - - 3. PAST DUE ACCOUNTS. 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 accouhts:'-lhtcrcm cliarged'on:a'• past due invoice will be assessed from the date ofthe invoice Amounts owed by Buyer with respect to which there is no dispute will be paid without set-off for any amount which Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller all attomcy fees and court costs in connection with default of these pa}•ment terms by Buyer. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT,PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED.UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT THE SELLER'S PRICE IN EFFECT ON THESCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net ofall applicable discounts and promotional allowances. References to"tons"shall mean short tons(2000 lbs.)unless otherwise specified. 5. CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to the Seller subsequently accepted in writing by the Seller and(2)payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. Except as otherwise agreed in writing,until the product that is identified on the front of this invoice("Product")is shipped, Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 6. CREDIT. Credit payment terns must have the prior approval ofthe Seller's Credit Department and must be specified in writing on the Seller's invoicing document. If at any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller,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 to require other security satisfactory to the Seller,and in the absence thercol;to cancel,without liability,the unfilled portion ofthe contract. _7+1,A"Y's. charg.,-iros urimcrc-.mater levied ulxru IN delivery,stonge,,aonsuminiun,sale.uscorshipmentofProductsorderedor _ sold is not included in Seller's price and will be charged to and paid by the Buyer. 8. DELAYS. All orders are subject to the Seller's ability to make delivery at the time and in the quantities specified,and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments. The 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),action of any governmental authority,or other force majeure event). The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller,delays resulting from order changes by the Buyer,or delay in unloading shipments at delivery point that are the fault of Buyer. 9. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on the Seller's invoicing document,all transportation charges,including,but not limited to,carrier's charges for notification prior to delivery,demurrage caused by Buyer,delay in unloading,diversion,or reconsignment will be paid by the Buyer.Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B.point identified on the Seller's invoicing document. Products held or stored by Seller for Buyer will be at the sole risk of Buyer and Buyer will be liable for the expense to Seller of holding or storing Product at Buyer's request. On passage of title,the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the 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 the Buyer against the carrier.The 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 ofthe carrier in order to support a claim. Buyer shall be solely responsible for the care and condition of railcars in their possession and for their timely return in good condition. 10.WARRANTY/TIME FOR MAKING CLAIMS.The Sellerwarrants only that it will convey good title to the Product and that,atthe time ofshipment,the Product will conform to the published specifications of the 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.INCLUDINGANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT.Buyer must notify Seller ofany claim with respect to Product,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Product or such claim is waived. In the event of an alleged breach hereof by the Seller,the sole remedy available to the Buyer on account ofany defect in the Product shall be limited to the replacement of such defective Product by the Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then file Buyer shall be entitled only to arcfund of the amounts paid to the Scl ler for such defective Product. Subject to the notification ofclaim provision above,no action for breach ofthe contract for sale or otherwise with respect to Product will be commenced more than one(1)year after the accrual of-the cause of action thereto. 11.LINiiTATIONOFLIABILITY.SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF TH E NET PURCHASE PRICE OF THE PRODUCTS SOLD TO BUYER BY SELLER PURSUANT TO THIS INVOICE. SELLER SHALL IN NO EVENT 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,TORT(INCLUDING NEGLIGENCE)OR OTHERWISE. The Buyer assumes all risks and liability for any damage to persons orproperty resulting front the use ofthe Product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 12.INDEMNIFICATION.BUYER SHALL INDENINIFY,HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES,OFFICERS, DIRECI-ORS,SilAREH0L-bFkg.-1NSU-12-ERSTAr ENTS-AND REPRESENTATIVES ICOLLEC'IIVELY,THE"INDENINIFIED-PARTIES");"PRUM-ALI,—CMtIMS—,-LIABIt:ITIESY-- ""— DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,THE"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,WI-1-1 IOUT LIMITATION,BUYER OR ITS EMPLOYEES),WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDERTIIEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULTOF ANY KIND,AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT.NEGLIGENCE.ERROR,OMISSION,OR BREACH OF THIS AGREEMENT OR NON-CONIPLIANCE WITI I APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERiNIINATION OF THIS AGREEMENT. 13.SECURITY INTEREST.The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid.Buyer agrees to execute such financing statements and other documents as Seller may determine to be necessary to perfect such security interest. 14. GOVERNING LAWMURISDICTION.This Agreement and any sales hereunder will be governed by the laws ofthe state of Kansas without regard to conflicts of law rules. Both parties consent to the jurisdiction of Johnson County,Kansas courts over any matters arising out of this Agreement or any sales hereunder. 15. ASSIGNABILITY. This Agreement is not assignable by the Buyer without the prior written consent ofthe Seller and any purported assignment without such consent will be void. 16. ENTIRE AGREEMENT.These Terms and Conditions of Sales constitute the entire agreement of sale and purchase ofthe Product.No modification ofthis Agreement shall be ofany force or effect unless in writing and signed by the parties sought to be bound thereby,and no modiftcationshall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. 17.NO WAIVER.The failure by Seller to enforce at any time any ofthe provisions ofthi's Agreement,or to exercise any rights provided herein,will not be construed as a waiver of such provisions or options,nor in any way be construed to affect the validity of this Agreement,or the right of Seller thereafter to enforce each and every such provision. August 2014 a Compass = INVOICE _ Minerals — Page 71 Of 1 PLEAS EREMITTO/SELLER. FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 1/8/2015 71283969 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 - ---- - - ------ - +N.150C+1` - lst2F,1$7 = - _14261$7--S0_.._ 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 25.3800 TN 96.00 2,436.48 - SUMMARY - - ------f - PRODUCT 2,436.48 FREIGHT&FUEL SUBTOTAL 2,436.48 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .50,760.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,436.48 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. OFFER.No terns stated by Buyer in its bid,purchase order,acknowledgment,or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller.Buyer is hereby notified ofthe Seller's objection to and rejection ofany additional or different terms in Buyer's bid,purchase order,acknowledgment,or other forms.THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED iN THESE TERMS AND CONDITIONS OF SALE(referred to as this"Agreement")."Seller"is the . Compass Minerals entity identified as the"Seller"on the front ofthe invoice. -.2. PAYh1ErNT.,Buy@t agrees to make payment at Seller'-location at the time and in;the.cpgepcy specified on lire Seller's invmuingdml pcnent:The Seller may,in its sole judgtncnt requuo,;.. such other payment terms as it deems appropriate,including frill or partial payment in advance of shipment or by letter of credit. - 3. PAST DUE ACCOUNTS.A finance charge ofthe 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 ion a.. past due invoice will be assessed from the date ofthe invoice.Amounts owed by Buyer with respect to which there.is no dispute will be paid without set-off for any amount which Buyer may claim - are owed by Seller'.-Buyer agrees to reimburse Seller all attorney fees and court costs in connection with default of thesepayment terms by Buyer. - 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT,PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE, ORDERS WILL BE INVOICED,UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. References to"tons"shall mean short tons(2000 lbs.)unless otherwise specified. 5. CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to the Seller subsequently accepted in writing by the Seller and(2)payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. Except as otherwise agreed in writing,until the product that is identified on the front ofthis invoice("Product")is shipped, Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 6. CREDIT. Credit payment terms must have the prior approval ofthe Seller's Credit Department and Hurst be specified in writing on the Seller's invoicing document. If at any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller,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 to require other security satisfactory to the Seller,and in the absence thereof,to cancel,without liability,the unfilled portion ofthe contract. 7.TA\GS.Any cls or other gox envnental charge no«or hq_ftcr tri ied ul inn production,Sev;crwicc,mdnu fact Lire,deli%cr3_stgrage,eynsunrption,sa]e,Lse or shipment of Products ordered or sold is not included in Seller's price and will be charged to and paid by the Buyer. S. DELAYS.-All orders are subject to the Seller's ability to make delivery at the time and in the quantities specified,and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments.The 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),action of any governmental authority,or other force majeure event). The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller,delays resulting from order changes by the Buyer,or delay in unloading shipments at delivery point that are the fault of Buyer. 9. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on the Seller's invoicing document,all transportation charges,including,but not limited to,carrier's charges for notification prior to delivery,demurrage caused by Buyer,delay in unloading,diversion,or reconsignmentwill be paid by the Buyer.Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B.point identified on the Seller's invoicing document. Products held or stored by Seller for Buyer will be at the sole risk of Buyer and Buyer will be liable for the expense to Seller of holding or storing Product at Buyer's request. On passage of title,the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the 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 the Buyer against the carrier.The Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate natation is made on the delivery tickets or an inspection report furnished by the local agent ofthe carrier in order to support a claim. Buyer shall be solely responsible for the care and condition of railcars in their possession and for their timely return in good condition. 10.WARRANTY/TIME FOR MAKING CLAIMS.The Seller warrants only that it will convey good title to the Product and that,at the time ofshipment,the Product will conform to the published specifications of the 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,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FORA PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Product,warranty,or any other claim under this Agreement within thirty(3 0)days of Seller's delivery of Product or such claim is waived. In the event of an alleged breach hereof by the Seller,the sole remedy available to the Buyer on account of any defect in the Product shall be limited to the replacement of such defective Product by the Seller.In the event the remedy provided herein shall be deemed to have failed its essential purpose,then the Buyer shall be entitled only to a refund ofthe amounts paid to the Seller for such defective Product. Subject to the notification ofelaint provision above,no action for breach ofthe contract for sale or otherwise with respect to Product will be commenced more than one(1)year after the accrual of the cause of action thereto. 11.LIMITATION OF LIABILITY.SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF THE NET PURCHASE PRICE OF THE PRODUCTS SOLD TO BUYER BY SELLER PURSUANT TO THiS INVOICE. SELLER SHALL IN NO EVENT 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,TORT(INCLUDING NEGLIGENCE)OR OTHERWISE. The Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Product delivered hereunder in manufacturing processes ofthe Buyer or in combination with other substances or otherwise. 12.INDEMNIFICATION.BUYER SHALL INDEMNIFY,HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES,OFFICERS, ;._ CI-O -HOLDERS NT1ND.REP _DIR .SEOi ES rS GNTAT{VBS-(COL6ECTI`r'EL-X—THIr"I;ti D6IyfNIFIED.['-ARTFBS");=E'ROivt�hL1.-C#HA�iyYS-+L-IABiL6It3ES €:+a- DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,THE"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,TORI',STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND,AND EVEN 1F TH E 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 EXPIRA'T'ION OR TERMINATION OF THIS AGREEMENT. 13.SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid.Buyer agrees to execute such financing statements and other documents as Seller may determine to be necessary to perfect such security interest. 14. GOVERNING LAW/JURISDICTION.This Agreement and any sales hereunder will be governed by the laws ofthe state of Kansas without regard to conflicts of law rules., Both parties consent to the jurisdiction of Johnson County,Kansas courts over any matters arising out of this Agreement or any sales hereunder. 15. ASSIGNABILITY. This Agreement is not assignable by the Buyer without the prior written consent ofthe Seller and any purported assignment without such consent will be void. 16.ENTIRE AGREEMENT.These Terms and Conditions of Sales constitute the entire agreement of sale and purchase ofthe Product.No modification of this Agreement shall be of any force or effect unless in writing and signed by the parties sought to be bound thereby,and no modification shall be effected by the acknowledgment or acceptance of pureliase order forms containing different terms or conditions.. 17.NO WAIVER.The failure by Seller to enforce at any time any ofthe provisions of this Agreement,or to exercise any rights provided herein,will not be construed as a waiver of such provisions or options,nor in any way be construed to affect the validity of this Agreement,or the right of Seiler thereafter to enforce each and every such provision. August 2014 VOUCHER # 142758 WARRANT# ALLOWED i 368932 IN SUM OF $ COMPASS MINERALS AMERICA PO BOX277043 ATLANTA, GA 30384-7043 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO# INV# ACCT# AMOUNT Audit Trail Code 71283970 01-6180-03 $2,400.96 71 i z- k , Oy-iq.fib Voucher Total 9-j(�ZO$2�M.96 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. I Payee 368932 COMPASS MINERALS AMERICA Purchase Order No. PO BOX277043 Terms ATLANTA, GA 30384-7043 Due Date 1/13/2015 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount I 1/13/2015 71283970 $2,400.96 I i i 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 5-11-10-1.6 Date Officer