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244683 4 /29/2015 0��' ''� CITY OF CARMEL, INDIANA VENDOR: 368932 ® ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $****47,876.16* =Q CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 244683 9.y_�oN,�, ATLANTA GA 30384-7043 CHECK DATE: 04/29/15 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71325250 2,313.60 OTHER EXPENSES 601 5023990 71325251 2,293.44 OTHER EXPENSES 601 5023990 71325252 2,176.32 OTHER EXPENSES 601 5023990 71325915 2,428.80 OTHER EXPENSES 601 5023990 71325916 2,388.48 OTHER EXPENSES 601 5023990 71326308 2,435.52 OTHER EXPENSES 601 5023990 71326309 2,485.44 OTHER EXPENSES 601 5023990 71326310 2,365.44 OTHER EXPENSES 601 5023990 71326720 2,376.96 OTHER EXPENSES 601 5023990 71327141 2,402.88 OTHER EXPENSES 601 5023990 71327244 2,419.20 OTHER EXPENSES 601 5023990 71327587 2,458.56 OTHER EXPENSES 601 5023990 71327588 2,400.96 OTHER EXPENSES 601 5023990 71328080 2,426.88 OTHER EXPENSES 601 5023990 71328082 2,392.32 OTHER EXPENSES 601 5023990 71328972 2,417.28 OTHER EXPENSES 601 5023990 71328973 2,454.72 OTHER EXPENSES 601 5023990 71328974 2,418.24 OTHER EXPENSES 601 5023990 71328976 2,430.72 OTHER EXPENSES 601 5023990 71329428 2,390.40 OTHER EXPENSES COMPASS MINERALS TOTAL PAID: $ 479876.16 INVOICE # AMOUNT ACCOUNT # 618.03 71329428 $ 25390.40 71327588 $ 29400.96 71326309 $ 25485.44 71328080 $ 2,426.88 71327141 $ 21402.88 71327244 $ 21419.20 71328976 $ 21430.72 71326720 $ 21376.96 71328082 $ 2,392.32 71325915 $ 21428.80 71325916 $ 21388.48 71325252 $ 2,176.32 71325251 $ 2,293.44 71328973 $ 21454.72 71326308 $ 21435.52 71326310 $ 25365.44 71325250 $ 2,313.60 _ 7132758-7--. -$ --29458.56- 71328972 -2,458.56 71328972 $ 25417.28 71328974 $ 25418.24 f om pass — INVOICE ' Minerals — Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P o OX 2 7 MINERALS AMERICA 48-1047632 NET 60 DAYS 4/16/2015 71329428 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 7ATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE _1.0995-AUGUSTROBBENSSON - __ _ 04%16/15 W15005__ __ " " 1453747 -'— - --1453747-------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 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 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 objection to and rejection ofany additional or different terms in Buyer's bid,purchase order,acknowledgment,or other fors.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. P Y ( q 2.PAYMENT.,.tBuyvr agrees to make a menl at Seller's pcanp•and at the time and ut;lhe.cprrcimyspeciJied on the Seller's invoiq%,ilogplenti'The Scileriiiay,m its,solejttdgment,r�gmre such other payment terms as it deems appropriate,including full or partial payment in advance orshipment or by letter of credit. 3. PAST DUE ACCOUNTS.A finance charge of the lesser of 1.59A per month(18/ APRy or tlic highest rate permitted by°1aiv will be assessed on all past due accounts.,interest charged oil 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 Buyermay claim ' ''are 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 mean short tons(2000 Ills.)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 terms 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 oral 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,theunfilled portion of the contract. ..7.'FAXES.Any;tax orgthergovernntental charge nowor hereafter levied upon production,severance,manufacture,delivery,storage,consumption,sale,use orshipmenrpf Products ordered or, 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 Bu ' yers 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 ofrailcars in their possession and f'or their timely return in good condition. 10.WARRANTY/TIME FOR MAKING CLAINIS.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 ofthe Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTIIER 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 ol'any 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 of the contract for sale or otherwise with respect to Product will be commenced more than one(1)year after the accrual ofthe cause of action thereto. 11. LIMITATION OFLIABILITY.SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREFIVIENTWILL BELIMITED TOTHE AMOUNT OFTHE 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 ofthe Product delivered hereunder in manufacturing processes of the 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, . DIRECTORS,SHAREHOLDERS,-INSURERS,AGENTS-.AND-R£:RESBNTAT-IVES-tCOLLE-CTIVELY;-T1-1C'INDEXiNIFIED-PARi'IES"),-FROM ALL CLAIMS,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),WHETHER 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 WITH 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 fiumished 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 detemtine to be necessary to perfect such security interest. 14. GOV ERNiNG LAW/JURISDICTION.This Agreement and any sales hereunder will be governed by the laws ofthe slate of Kansas without regard to conflicts of law ntles. 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 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 ofpurchase order forms containing different terms or conditions 17.NO WAIVER.The failure by Seller to enforce at anytime any ofthe provisions of this Agreement,or to exerciseany rights provided herein,will not be construed as a waiver of such provisions or options,nor in anyway 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 PLEASE REMITTO/SELLER; '; FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER = P COMPASS X 277043�LS AMERICA 48-1047632 NET 60 DAYS 4/10/2015 71327588 _ 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 164/10715 W15003— - 1453i'i 1— -- 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 25.0100 TN 96.00 2,400.96 SUMMARY: I 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 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,400.96 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 Sellers 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 TIiESE 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. • j 2. PAYMENT. Buyer agrees to make payment of Seller.S-loct(tia and at the time and.inthe citrrcnq,ifiecified on the Seller's im)oiciugdoburr e(tt.The Seller may,in its.'solejudgmeri xiigiure such other pavment leRnsjas it deems appropri;tte,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%-A R)or the high gst rate permitted bylaw will be assessell on all past due acdountsiilnteresf cSarged 611"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 io reimburse Seller all attoiricyTecs and-court costs in condection with defaidtof 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 mean shall 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 from 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 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 thereof,to cancel,without liability,the unfilled portion ofthe contract. _ 7.TAXES.Any lax or outer governmental charge now or hereafter levied upon productioy,+cy;ydancct manufacture,delivery,stgr�ge,consmtlption,sale,use or shipment of Products ordered or - .t said is not included'in Seller's price and will be charged'fo 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 inake 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 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. V 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 fornotification 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:foi Buyer will be.at[Ile 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 identity 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 CLAI NIS.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 of any 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 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 file 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 of the 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, DIRECTORS,SHAREHOLDERS.INSURERS,AGENTS AND REPRESENTATIVES.{COLI,EG'rIV-ELY,.THE_ INDEMNIFIED--RAR`fIES_7 •I'ROb.1 13L--ChA{:.9Sv-Llr�{31LITFGS;`:-- - 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 ASA WORKERS'COMPENSATION CLAIM OR UNDER TH EORI ES 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. 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 of the state of Kansas without regard to conflicts of law rules. Both parties consent to thejurisdiction 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 Terns and Conditions of Sales constitute the entire agreement of sale and purchase of the Product.No modification ofthis Agreement shall be of any force or effect unless in writing and signed by the parties sought to be bound_thereby,and no modj 1Qatipn shall be effected by the acknowledgment or acceptance of purchase order Corms containing different terns or conditions: 17.NO WAIVER.The failure by Seller to enforce at any time any dithe provisions of this Agreement,or to'exerciseany rights provided herein,will not be construed as a waiver of such provisions or options,nor in any Lay be construed to affeci,the validity of this Agreement;o}the right of Seller thereafter to enforce each and every such provision. August 2014 D m ® Compass = A INVOICE Minerals — Page-1 of 1 PLEASE REMIT TO/SELLER FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER _ P o BOX 277043 48-1047632 NET 60 DAYS 4/7/2015 71326309 COMPASS MINERALS AMERICA = 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 -- 04/03/15 W15001 __ 1451814_ 1451814 -SO 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 UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.8900 TN 96.00 2,485.44 SUMMARY: PRODUCT 2,485.44 FREIGHT&FUEL SUBTOTAL 2,485.44 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .51,780.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,485.44 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>>> (Terns and Conditions of Sale are also available at www.nasall.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 Buyers 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. PAYMENT.Buyer agrees to make payment at-Spller's location and at the time and in the currency specified on the Seller's invoicing document.The Seller may,in.its sole)udginepl, such other payment terms as it deems appropriate,including full or;partial payment in advance of shipmegt or by letter of credit. t - -- 3.PAST DUE ACCOUNTS.A finance charge ofthe lesser of LS/per month'(18%-APR)or the highest rate permitted by law will be assessedlon all past due accqunts,,]nterest cliVged.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 withouuset-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 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 EFFECTON 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 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 terms 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 oral 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.Any tax or other governmental charge now or hereafter levied upon production,severance,manufacture,delivery.storage,consumption,sale,use or shipment of Products ordered or suld isttol included in Seller's priee.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 rta 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 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 beat the sole risk of Buyer and Buyer will be liable for the expense to Seller of bolding 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 fumished 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 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 ofthe cause of action thereto. 11.LIMITATION OFLIABILITY.SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENTWILL BE LIMITED TO THE AMOUNT OF T14E 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 of the 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, DIRECTORS.SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVES(COLLECTIVELY,THE"INDEMNIFIED PARTIES").FROM ALL CLAIMS..LIABILITIES, DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABI:CATfORNEYS'FEES)(COLLECTIVELY;TItE"LOSSES"),FORANYD MAGE,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,OM ISS ION,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. 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 ofsale and purchase ofthe Product.No modification ofthis Agreements hall 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 ofpurchase order forms containing different terms or conditions. 17.NO WAIVER.The failure by Seller to enforce at an time an y ofthe provisions of this Agreement,or to exercise any rights provided herein,will not be construed as a waiver of Y ) P Y g such provisions or options,'nor in any waybe construed to affect the validity of this Agreement,or the right of Seller thereafter to enforce each and eve such provision. - August tY 6 g every P August 2014 Compass — INVOICE Minerals — Page-1 of 1 - - - PLEASEREMITTOTSELLER: ;I: FEDERALID#: PAYMENTTERMS INVOICE DATE INVOICE.NUMBER P 0 Boz 2771043�LS AMERICA 48-1047632 NET 60 DAYS 4/13/2015 71328080 = 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 --- -- --04ii 3/15 - t/1i 15vv,i- 1453715 ----- 1453.'-1.5 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 UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.2800 TN 96.00 2,426.88 SUMMARY: PRODUCT 2,426.88 FREIGHT&FUEL SUBTOTAL 2,426.88 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,560.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,426.88 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 I_ 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. PA'YMENT..Buyer a rees to make payment al Sutler's'location and at the time andIn 4hC;curnmeyspecified on the Seller's invoicingrlpeument.The Seller may,in }s sole judgment,-Fegmre I such other payment terms as it deems appropriate,including full of partial payment in advance of shipment or by letter of credit. ------ 3. PAST DUE ACCOUNTS.A finance charge of the lesser of 1.1%per month(18%-APR)or the highest rate permitted by law will be assessed on all past due acs punts:)Interest ehargetl,on u. 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 amountwhich Buyer may claim — arc owed'by Seller.-Buyer`agrees to'reintburse'Sellerall attorney fees and court-costs-in connection whh 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 alt applicable discounts and promotional allowances. References to"tons"shall mean short tons(2000 Ills.)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 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 oral 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 of the contract. 7.TAXES.Any tax or other governmental charge now or hereafter levied upon production,severa0centwill facturgl delivery,stoDi e..consuniption,sale,use or shipment of Products orclered or sold is riot included iri-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 ofany governmental authority,or other force majeure event). The Buyer shall be liable for any added expenses incurred by the Seller because of Buycr'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\1ATTERS. 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 Sellers 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 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/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 NON INFRINGEMENT. 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 of the amounts paid to the Seller for such defective Product. Subject to the notification of claim 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 of the cause of action theret o. 11. LIMITATION OFLIABILITY.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 of the Buyer or in combination with other substances or otherwise. 12.INDEMNiFICATION.BUYER S1 IALL INDEMNIFY,HOLD HARMLESS AND DEF END SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES,OFFICERS, DIRECTORS,SHAREHOLDERS,iNSURERS,_AGENTS-AND,.PE_P,RESENTATIVES,`COLLECTIVELY,._THE_"INDEMNIFIED.PARTIES:,),;FROM ALL CLAIMS,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 INJURYTO OR DEATH OFANY PERSON(INCLUDING,WITHOUT LIMITATION,BUYER OR ITS EMPLOYEES),WHETHERARISING AS A WORKERS'COMPENSATION CLAINI 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. 13.SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by tyle 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 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 ofthis 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 ofthis Agreement shall be ofany 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 ofpurchase order forms containing different teens or conditions.. 17.NO WAIVER.The failure by Seller to enforce at any iime any of the provisions ofthis Agreement,or to exercise any rights provided herein,will not be construed as a waiver of such provisions eruptions,nor in anyway 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 — — — PLEASEREMITTOISELLER FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBERCOMPASSMINE - P O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 4/9/2015 71327141 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 --- - - -- - ---- 04/09/15.-_ - NIV- 560& - - . _ 14-'1820-- -- -=14 820_ — 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 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 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 Settees 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. -- - q 2.PAYMENT';Buyer,agrees to make payment at Sellers location and at the time and in the currency specified on the Seller's invoicing document:The Seller may,in its,s9le1udgment,.fegmre such other payment terms as it deems appropriate,including full or partial payment in advance of shipment or by letter of credit. z _ - - - 3.PAST DUE ACCOUNTS.A finance charge ofthe lesser of 1.5!per month( S%-A he highest rate permitted by law will be assessed bn all past due aceoutits Interest chazged on a, past due invoice will be assessed from the date ofthe invoice.Amounts owed by Buyer with respect to whichthere is no dispute will be paid without set-off for any amount which Buyer may claim By SY'ller."'BuyeY'a'gre'e5 to7Chuburse-Seller'alPattorney 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 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 terms must have the prior approval of the Seller's Credit Department and must be specified in writing on the Sellers 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.Any tax or other governmental charge now or hereafter levied upon production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or --- -`- 'sotd is not included in'Sell"r's pricefind-will be chargedto 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 delayin unloading shipments at delivery point that are the fault of Buyer. 9. SHIPNIENT 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 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 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 ofshiprtent,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 of any 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 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 of claim 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 BELIMITED TOTHE AMOUNT OFTHE 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 of the 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, DIRECTORS,SHAREHOLDERS,INSURERS,AGENTS,AND.REP.RE$ENTATIVGS:LGOLLECTLVFLY THE"INDEMNIFIED PARTIES_')„FRQMALL,Ci.MMS,_LIABII-ITIES, DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLEATTORNEYS'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 ASA 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 OR NON-COMPLIANCE WITH 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 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 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. 16.ENTIRE AGREEMENT.These Terms and Conditions of Sales constitute the entire agreement ofsale and purchase of the Product.No modification ofthis 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 purchase order forms containing different terms or conditions: : r 17.NO WAIVER.The failure by Seller to enforce at any tiine 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 Seller thereafter to enforce each and every such provision. August 2014 Compass = INVOICE ' Minerals Page-1 of 1 PLEASE REMIT TQ/SELLER FEDERAL ID A PAYMENT TERMS INVOICE DATE INVOICE NUMBER - � P O sox 2771 asRAis AMERICA 48-1047632 NET 60 DAYS 4/9/2015 71327244 = 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 I DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS -- —- - -- --- = =- 04109/1.5 - --V:f15005 - - - - -14537031------I----1453703------80-- ------- CARRIER -145'703;--- __1453703-------50_-------- CARRIER RAIL/TRUCK# 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 I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.2000 TN 96.00 2,419.20 SUMMARY• - � PRODUCT 2,419.20 FREIGHT&FUEL SUBTOTAL 2,419.20 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,400.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,419.20 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 ferias 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.PA.YMFNT,-Bltyet'agrees to make payment arSeller!'s location and at the time and in cu>:,tenc3.specified on the Sellers mvolcmgdocutnent.The Seller may,in its solejudgment;retLure such other payment terms hs it deems appropriate,including full of partial payment in advance of shipment or by letter of credit. - - t _ �,• -" - 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;lgterest charged'on a past due invoice will be assessed from the date ofthe invoice.Amotints owed by Buyer with respect to which there is no dispute will be paid withou)set-off for any amount which Buyer may claim Seller.-B'uyer''agrees to'rehtrburse-Sellerall attorney'fees'and-cmtrt costs-in-connection with-default of these paymenttermsby 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 he 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 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.Any tax or other governmental charge now or hereafter levied upon production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold is not included ih'Seller's price and will be chafged to-srid 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,orreconsignment will be paid by the Buyer.Risk of loss and title to Products transfers to the :.Buyer upon delivery at the`FIO.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 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 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 of shipment,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 of claim 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 ofthe 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 of the 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, DIRECTORS.SHAREHOLDERS, INSURERS,AGENTS..AND--REPRESENTAT>`YES..(COLI;E.CTIVELY,.TJ;IE."[NDEMNIFIEp PARTIES'),FROM ALL CLAIMS,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.OUTOF 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),,1rHETHER 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 WITH 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 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'roles. 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 ofsale and purchase ofthe Product.No modification ofthis 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 ofpurchase order forms containing different terms or conditions.. 17.NO WAIV ER.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 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',REMITTOTSELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P O BOX 277043SSMINL�LS AMERICA 48-1047632 NET 60 DAYS 4/15/2015 71328976 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 --- - - --- _ -- - —04/1571-5 ----- - W15001-'------ 1453746------ -1453746-- ---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 25.3200 TN 96.00 2,430.72 SUMMARY: PRODUCT 2,430.72 FREIGHT&FUEL SUBTOTAL 2,430.72 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,640.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,430.72 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. 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 Soller's objection to and rejection of any 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 TERNIS 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.PAYI4IENT"$uyer agSees to make payment of Seller's localiori and at the time antimalrg currency spcciftcd on the Sellers iny.prctng,docripterit.The Seller may,in its;g9fejgdgmq t;fequire,;; % such other payment terms as it deems appropriate,including full or partial payment to advance of shipmegt or by letter of credit. i t; —• -•— i 3.PAST DUE ACCOUN 'S.A finance charge ofthe lesser of 1.5%per month(I 8%-APR)or the highest rate permitted by law will be assessed on all past due aecoupts.�Interest charged bn 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 Sellef-7Buy`er agfees w 7eimbinr e 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 mean short tons(2000 lbs.)unless otherwise specified. . . 5. CANCELLATION. Orders may be canceled by Buyer only upon(I)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, Setter has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 6. CREDIT. Credit payment temrs must have the prior approval ofthe Setter'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 Setter,and in the absence thereof,to cancel,without liability,the unfilled portion of the contract. 7.TAXES..Any,ta_x 4r otllm governmental charge nov,or hereafter levied upon production„ ,}erz5ne,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold is not ntcluded 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 Setter'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 Buyces delay in furnishing requestedinformation to the Seller,delays resulting from order changes by the Buyer,or delay in unloading shipments at delivery point that are the fault of Btlwer. 9. SHIPMENT COSTS/TRANSI'OIZTATION i11ATTERS. 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 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/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 spcciftcations 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 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 of claim 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 ofthe cause of action thereto. 11.LIMITATION OFLIABILITY.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,WHET14ER 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 ofthe Product delivered hereunder in manufacturing processes of the 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, DIRECTORS,SHAREHOLDERS.INSURERS,AGENTS AND..REPRESENTATIVES_(COLLECTLVELY,-THE"INDENINIFIED PARTIES"),FR-020.ALL--CL.ABJS,-LIABILIT" 13_s,---, 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 TH IS 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 THEORI ES OFNEGLIGENCE,TORT,STRICT LIABI LITY,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. 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 of the state of Kansas without regard to coon icts_oflaw 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 ofsale and purchase ofthe 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 ofpurchase order forms containing different terms 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 i ® �ass INVOICE Corn = _ 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 4/8/2015 71326720 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 _ 04/08/1-5 - W15004- - — "14518-18--1-14518-18- ------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 24.7600 TN 96.00 2,376.96 SUMMARY: PRODUCT 2,376.96 FREIGHT&FUEL SUBTOTAL 2,376.96 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,520.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,376.96 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.nasall.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1. OFFER.No terms stated by Buyer in its bid,purchase order,acknowledgment,or other fort shall be binding upon the Seller except as expressly agreed in writing by the Seller.Buyer is hereby notified ofthe'Seller sobjectiod.to and rejection ofany additional or different terns 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. i 2,PAYJV1EiJT Bniyet grees to make payment at Seiler'yJocation and at the time and;iuthe;currcncy,spgpified on the Seller's invoncing09,gm tent..The Seller may,in rtssolejudgmernt;requlre„ ;E such other Eayment terms as it deems appropriate,including full or partial 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 bylaw will be assessed on all past due aceRunts;_Ingres;tharged,on tk past due invoice will be assessed from the date of the 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"Selldr.'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 mean short tons(2000 tbs.)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 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 of the contract. 7 TAXES Any tjxi or othvrgovernnmental charge-nosy oF-hereafter levied upon production„seacrance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or -- .” 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 Setter'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 ofBuyer and Buyer will;be . liable for the expense to Seller of holding or storing Product at Buyer's request. Onpassage 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 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/TIME FOR MAKING CLAIMS.The Seller warrants only that it will convey good title to the Product and that,at the time of shipment,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(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 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 of the amounts paid to the Seller for such defective Product. Subject to the notification of claim provision above,no action for breach of the 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 of the Buyer or in combination with other substances or othervise. 12.INDEMNIFICATION.BUYER SHALL INDEMNIFY,HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES,OFFICERS, DIRECTORS'SHAR$H9L-DERS,-INSURERS,AGENTS AND REPRESENTATIVESI{COL>wECT1VELY,THE"dNDEMNIFIED PARTIES"),,FROM ALL CLAIMS,LIABILITIES, DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,THE"LOSSES"),FORANY 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. 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 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 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 ofthis 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 ofpurchase , order forms containing different terms or conditions: 17.NO WAIVER.The failure by Seller to enforce at any time any of the 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 - - - PLEASE REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER - P O BOX 277043 48-1047632 NET 60 DAYS 4/13/2015 71328082 COMPASS MINERALS AMERICA ATLANTA, GA 30384-7043 SOLD TO: 462129/ C54512 CARMEL UTILITIES 3450 W. 131ST STREET SHIP To: 505808/CS54514 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 ONS 10995,AUGU$TROBBENSS -- 1Y53'34 —14537,734— 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 EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.9200 TN 96.00 2,392.32 ----__- SUMMARY: -- - - •--_ -- - . _ -- -- . .- -�-. I___----- PRODUCT 2,392.32 FREIGHT&FUEL SUBTOTAL 2,392.32 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,840.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,392.32 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'SCller s objection to and rejection ofany additional or differenttemts in Buyer's bid,purchase order,acknowledgment,or other forts.THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS AND CONDITIONS OF SALE(referred tons this"Agreement")."Seller"is the Compass Minerals entity identified as the"Seller"on the front ofthe invoice. 2,PWr ILNT.-$u'eY'a ices to make amens at$ellcrs lodaiior and at the time and uvthe currenc'-specified on the Seller's irvvotcin�$ocumcnl.The Seller may, Y p P Y yS y,iniissolejudementrrequire_... such odu; payjment.terms:as it deems appropriate.including full of partial payment in advance of shipment or by letter of credit. i t •i•, i - _ •. 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 i detnnt5:1ii8erest efiarge'd oh: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 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 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 terms must have the prior approval ofthe Sellers 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. Any tax SOX eller governmental chargg.now or hereafter levied upon production,sev,"anyv,manufacture;delivery;storag";consumption,sale,use or shipment of Products ordered or - sold is not incl uded'in Seflei'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 Sellers 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 ofany governmental authority,or other force majeure event). The Buyer shall be liable for any added expenses incurred by the Seller because of Buyers 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 ofsuclt Products. Claims for damage or shortage in transit must be made by the Buyer against the cagier. 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 OTifER 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 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 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(1)year after lite accrual ofthe cause of action thereto. 11.LIMITATION OFLIABILITY.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 TI-IIS INVOICE. SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT,INCIDENTAL,CONSEQUENTIAL,EXEMPLARY OR PUNITIVE DAMAGE'S 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 SI IALL INDEMNIFY,HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND TI iEIR RESPECTIVE EMPLOYEES,OFFICERS, DIRECTORS,SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTA-T-4-YESt'INDEMNIFIED-PARTIES"),FROM ALL CLAIMS,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 OFTHIS AGREEMENT,INCLUDING WIT14OUT LIMITATION,LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON(iNCLUDiNG,WITIiOUT LIMITATION,BUYER OR ITS EMPLOYEES),WHETHER ARISING ASA WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABI LITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND,AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT,NEGLIGENCE.ERROR.OMISSION,OR BREACII OF THIS AGREEMENT OR NON-COMPLIANCE WITH 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 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 ofsale and purchase ofthe Product.No modification of this Agreement shall be ofany force or effect unless in writing and signed,by the parties.sought to be bound thereby,and no modification.shall be effCctcd by the acknowledgment or acceptance of purchase order forms containing different tens or conditions. 17,.N0�VALVER._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 anyway be construed to affect the validity of this Agreement,or the right of Seller thereafter io enforce each and every such provision. August 2014 = Compass — INVOICE Minerals _ Page-1 of 1 PLEASE:REMITTOISELLER: _ FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 4/6/2015 71325915 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 , -fit 4106/1 "-�: Vv15005 _ i X351 S r 145.8 0,----=--=SO''- 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 25.3000 TN 96.00 2,428.80 SUMMARY: PRODUCT 2,428.80 FREIGHT&FUEL SUBTOTAL 2,428.80 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,600.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,428.80 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 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 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;-TAXES' RXCEPL'AS;OTHRR-WISE-SPEC IFIED-IN-THIS-AGREEMENT,;PRICES ARE-SUBJECT,TO-CHANGE-WITHOUT-NOTICE:--ORDERS-WILL BE-INVOICED; ---UNLESS:OTHERWISE'SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF-SH'iPNIENT. Prices on the invc$crtiiabuurn nlAi'c dal of'all .applicable discounts'And promotional,allowances. References.to"tons"means short.tons(2000.lbs.)unless otherwise specified...Any tax or other governtitetilal-c7l' gcs'tioit or kiefeaftter lev ed upo Cproduc[ion,seJerarice,manufacture,delivery,storage;consumption,dale,use or shipm(int of Products ordered or'sold aie'not included in Sellers price an,d-will be charged tb`aitd pall ny 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 in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products')arc 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 solejudgment, require such other payment tennis 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 Scller'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 15°-o per niontli(I S"'o- 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 im oice. .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 auorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are srilije6i'to Seller's"ability to make delivery at the time and in the quanutie 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 Sellers 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 emissions 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 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 nvith all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damagearising front 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 fiunished 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 remain,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 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. ht 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,DIRT C,TORS,.SH.4REHOLDERS, INSURERS,,AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES"). FROM ALL CLAIMS. LIABILITIES,DAMAGES,SUITS,PROCEEDINGS-,COSTS AND EXPENSES(INCLUDiNG.I2EASONABLE 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,iNITENTiONAL IvIlSCONDUCT,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 TERnNIINATiON 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 anyclaim,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 fonts containing differcnt/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 provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to stuviJe'shall`survive this Agreements termination/expiration and tbe'emisummation of the transactions contemplated hereunder. Compass = INVOICE Minerals — Page-1 of 1 PLEASE REMIT.,T07SELLER: ;; FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 4/6/2015 71325916 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 _� 10.995_rAUGUSTROB4ENSSONS ; -14518 1:�—`._' __-145181 1—--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 IUOMTUNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.8800 TN 96.00 2,388.48 SUMMARY PRODUCT 2,388.48 FREIGHT&FUEL SUBTOTAL 2,388.48 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,760.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,388.48 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.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 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,'TA'XES, EXCEPT A,S OTHERWiSE'SPECIFiED IN-,TFIIS AGREEMENT-.PR-ICES ARE;SUBJECT-TO CHANGE-WITHOUT,NOTICE.-ORDERS-WILL BE INVOICED. ,.UNLESS OTHERWISE S�PECIFi1 ll IN THIS AGREEMENT;ATSELI E 2'S PRICE IN EOPE ON THE'SCHEDULED DATE ON SMIPMI NT. Prices cn the invoicing documbitCare net'of 111 applicable discounts aind promotional"ltllowances. References to'tons"means short.tops(2 000 lbs,),unIess otherwise specified. Any tax or other governintatial-clr rge5 nol or lle ca. er.lttiryed upoh:production,severance,manufacture,delivery,storage,confiumpfion,'sale,use or`shipment of Products ordered or kiAd are trot included in StellcCs price and will be.,chargedto l td 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 Sellei 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 1.59 o 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 fi-om 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 attornee fees and court costs in connection with default of these payment terns 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 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 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 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 reconsigmnent 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 and sec 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 INFRINGEMENT. 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 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,-DIR$CTORS,�SHAREHOL,DERS,INSURERS,AGENTS AND-REPRFSi"NTATNES__(GQLLECTIVE,LY,"IN�Ev1NIFLED,PARTIES"), FROM EVLL CL,41'�iS, 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- 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 (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 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 ofpurchase order forms containing different/additional teens shall lnai,e 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 thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to surJive shall survive this Agreement's.'terminatiorVexpiraitot artd.the'coiistnnunation of the transactions contemplated hereunder. -.-Compass INVOICE _ Minerals — Page-1 of 1 PLEASE;REMIT TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER Ps27I43RALs AMERICA o ox 70 48-1047632 NET 60 DAYS 4/2/2015 71325252 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 10919-SMOKEYMOUNTAINCOAL CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 81187 - 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 22.6700 TN 96.00 2,176.32 SUMMARY' _ ' - PRODUCT 2,176.32 FREIGHT&FUEL SUBTOTAL 2,176.32 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .45,340.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,176.32 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 OI'SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Solt)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 document'. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. -3. PRICES;`'IA'.CES,'.;EXCEE'T ASS.flTIIERW1SB-SPECiFIED,IN,T-HIS AGREEMENT, PRICES-ARE SUBJECT TO-CHANGE.WI'1'hIOU;l-N01'1Gl3--ORDERS.NVI.L1-81- iN\t01('ED7 UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT; 'AT'SELLER'S PRICE IN EFFECT'ON TI1E SCHEDULED DATE OP SHIoA,ir--NI'. Price,on the invoicirg'doeumenl,'ire net ofall . applicable discounts'aiid,pi'oii)otional'allowances. Rel'erences to".tons"m6is short tons(2.000 lbs.)unless otherwise specified, ,.Airy tax or other govctnmen:7b'�hat e hots ot'I atle iu td ._..-upon_.production,sc"vcrhnce,inaiiufachuc,delivery,storage,coiusthi-ilition,sale,use or'shipment of Products ordered or-sold are not included in Seller's price att,(I will qe.charged to and p.ud py 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 cauccllaiion charges to be solely determined by Seller. Except as othenvisc agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products"I are shipped,Seller has no obligation rattier any order submitted by Buyer(and may cancel the order at any time prior to shipment). d.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 it.,sole judgulcnt, 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 niust haw e the prior appnrval 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 than Buys or v%nh respect to Buyers financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at tfre time of delver:fur hours dclivcric, 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 I. °, per month(I - APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on it past clue invoice will be assessed from the date of the im oicc. .Amount,owed by Buvcr 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 ntiontc� :Cdi gild COUIT c,,.t1 in connection with default of these payment terms by Buyer. b.DELAYS. All orders are—guBjccno Seller's ability to make delivery at the time and in the quarifities'spi'cified.and Seller sitail tilt ISc'hablc 1'or da111:12US fur 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 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 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 b_, Buyer,or delay in unloading,shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTSITRANSPORTATION MATTERS. Unless otherwise specified oft 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 reconsienment shall be the sole rccponsibiliry of Btryer. Buyer will a.ssuntc 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 and see that appropriate nunuion 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 Scllcr',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 Buycr. 8,WARRANTY/TIME FOR MAKING CLAIDIS. 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 puhlished 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 DISCLAItNIS 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)dart: of Sellcr's delivery of Products or such claim is waived. In the event of an alleged breach herwf 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 pul­xsc,then Buyer shall be entitled only to 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']'HE 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 properly 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 PUIi.'RE ENIPLOYEES.OFFICERS. DIRECTORS, SHAREJIOGDERS, INSURERS.`AGENTS AND REPRESENTATIVES (COLLECTIVELY, "INDEMNIFIED PARTIES )- ;R'rit vl 1 ('I AIM< LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND E=XPENSES(INCLU5NG�REASONr\I3LE ATTORNEYS"FEES)(C:OI LECTIVELY."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 EMPLOYEI=S1. WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.INTENTIONAL MISCONDI"CT,ON F,\l'I.._ OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION, OR BRFACH OF THIS A(iRFIiMLNT OR COMPLIANCE WITH WITH APPLICABLE LAWS BY ANY INDENIN1FIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR 1 ERMIN:ATION UI'THIS-\(;REI MI=N"h._ 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 prier therefor is full; paid. Seller may file any financing statements and give notice of such security interest to third parties as Scller may determine to be necessary to perfect such security interest. 12. LEGAL COINIPLIANCE. 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"):('_)will not subject Seller to any claim,penalty ivr 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 it 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 Scllcr. 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 subjcc. matter hereof:no modification may be made,unless in writing and signed by the parties:and no,ickmo\vledgntent/acceptance of purchase order forms containing differenuadditional terms shall luau e 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 thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's tenninatiott/expiration:and the consummation of the transactions contemplated hereunder.: �COm�ass _ INVOICE Minerals Page-1 of 1 - - - PLEASEREMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER — COMPASS MINERALS AMERICA o o 0 48-1047632 NET 60 DAYS 4/2/2015 71325251 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 POBILL OF LADING JORDERNUMBER ORDER TYPE 10919-SMOKEYMOUNTAINCOAL -_- __ _ __----____� 04!02/15 --- _W1y001, _�__�145.1.813 -- _ -_ 1451;813 --=.SO-- -- CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. IFREIGHTTERMS TERRITORY 81187 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 23.8900 TN 96.00 2,293.44 SUMMARY: —-- - -- - --_ -- -. - --- -• --~--------I=- PRODUCT 2,293.44 FREIGHT&FUEL SUBTOTAL 2,293.44 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .47,780.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,293.44 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 mm.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 C'mufitions ol'Selc("A pccment")relit::or are auached. 2. OFFER. No terms in Buyer's bid.purchase order or other form shall be binding upon Seller. Scller rejects additional/diflercnt ICnInS in such Bulver'S documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES; TAXES.`EXCEPT,",AS;OTHERWISE SPECIFIED-IN-THIS AGREEMENT. PRICES ARE SUBJECT TO CHANGE \j'I"PHnUT?;f)TIF L' ORD RS \VIr t Bt 'INVOR'L-D. -:UNLESS OThIER\VISE SPC�IFIED'i.N THIS AGREEMENT..AT SEL'LER'S PRICE IN EFFECTON THE SCHEDULED DATE OF SI Ill'X11:N' Prices on the)Haran-'d cunt Itt 7te ti t uftt;l applicable discountg'a{nd`iibniouonal allowances. References "tons"means short tons( O�10 lis),,unless Othetwise,sp cified..,Any tax or ot!er,ov Inin ittai'il atm s`tniit of licrutJt Pht'teil . upon:production,scveranec_manufactiuc,delivery,storagc.consu njntion,sale,uscor'shipniiiu'orf P oducts drdered oP'sold': c not`iucluded in Seller's ptwc and r�:a!1 b9 cbtrkrd ta,ia�prid,b!v 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)paynnau to Seller of reasonable cancellminn charges to be solely determined by Seller. Except as otherwise agreed in writing.until the products identified in Buyer's purchase order as accepted h) Seller(-'Product,")are shipped.Scller hila no obligation under any order submitted by Buyer(and.may cancel the order at any time prior to shipment). 5.PAYtNIENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing dOcumcm. Scllor nilly,in it Solc juiigm::ut. 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!emus must have the prior appl-:11 of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity vise with respect to clue payiilmt from Buyer if •with respect to Buyer"s financial condition generally.Seiler reserves the right to stop shipment on notification to Bever and to demand payment in ads;mcg or at the time of delitcr Ib-Ituuc d_Inan., or require reasonable assurance ofpayment,and in the absence thereof.to cancel,without liability.the unfilled portion of Buvcr's order. A Nuance char;;u of the Ic„cr ot”I lie[ f IS APR)or the highest nue permitted by law will be assessed on till past due accounts. Interest charged on a past dile invoice will be assessed trona the d:oc of the itnoic. ,AIn,n:o'.,,,ttcd l" liu,,.t with where there is no dispute will be paid\\1111011t set-off for any amounts that Buyer fully claim are owed by Seller. Buyer agrees to icimhmsr~,flet i1.y ill,nn r._ 1 'N1 1.1 connection with dcf3ttdt of thcsc payment terms by Buyer. b.DELAI'S. All orders are subjectto,Seller's ability to makrdclivcnat the timc-and in the and Seller slctll-not'be h;Ible^10,r d:unal_es fur Ia;ltlic;o t,.:ke p.ov.d of 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 taut not limited to delays or defaults by carriers,extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery lilcilitics,etc.,Hoods,fires,storms,or other acts of Clod.war nr act oI- public enemy(or civil disturbance).strikes.lock-Outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buvcr.action of any governmental mahonty.or oihcr force infi e event). Buyer shall be liable for any added expense.,incurred by Seller because of Buyer's dahn•in furnishing requested information to Scller.delays re,ulung fmm order ch;utec,b.1. Buyer.or delay in unloading shipments at the delivery point that are the fault of'Bu}er. 7. SHIPMENT COspS/TRANSPORTATION i\9ATTERS. Unless otherwise specified on Scller'., invoicin document, all transportation chait_c�. mcluduug,but not limited to. Sellcr'�and cuTier's charges for notification prior to delivery,denumage.switching,detention, delay in unloading.diversion.or reconsienmcm shall he the sole re>pomtkility of'Buvci. Buvcr%k ill a.csumc litic and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyci is then responsible for proper protection of Products and compliance t.ith all rcgulutio(IS an1l ordinances and will indemnify Seller against all claims for peronal injuries or property damage arising front the staragc,use or handling of such Products. Claims for danill c of,homage in trans n must be made by Buyer against the carrier. Btrycr has the responsibility to inspect shipments before or during unloading to identify any,itch'danrtgo or shortage and see than appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the earlier in order to support a claim. Upon transfer of the Pioduets'risk of loss to Buyer. Buvcr is SOI dy responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars arc released empty by Buyer to the tail carrier. Without Seller's prior ,,I itten appiovnl, 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 fur and shall promptly reimburse Seller for all claims.losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidennd to such use of the railcars by Buyer. S.WARRANTY/TIA1E FOR MAKING CLALMS. Seiler warrants only that it will convey good title to the Products and that,at the time of Shipment,the Products will confmill to the publi.iied specifications of Seller.Seller's specifications are subject to change at any tune without notice to Buyer. NO OTI IL'R WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE B), SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY INIPLIED WARRANTIES 01 ::-MERCHAN'TABILRY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRIN'GEMENT. Buyer must notify Seller of airy claim with respect to Products.warranty,or any other claim under this Agreement within thirty(30)d:ws of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hercof by Scller,the sole remedy available.to Buvcr on account of any def ct 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 purpo,c.then Buyer shall be entitled only to If 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 othercise with nrspca 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 II1IS AGREE\•TENT 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:\NY INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM. WHETHER BASI-D 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 prOccsses 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 Plt"ft'RI' EilIPLOI"EES,OFFICERS. DIRECTORS,SHAREHOLDERS, INSURERS, AG_[NTS,AND.R-PRESENTATIVES (COLLECTIVELY,"INDEM\IFIED PARTIES ). FROM \1 L Cl LIABILITIES.DAMAGES,SUITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING RCQSONABLE ATTORNEYS-FEES)(COLLECTIVELY."LOSSES").FOIZ 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, BL LER OR ITS I-MPLO)"EES'). WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT,STRICT LIA13111TY.1\'TFNTIO\AL\IISCO\I1I, ('T.OR F\1 OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, O\IlsSION, OR BRI'.ACH OF"i fi1S :\(iRLF\Ih\'f ()IZ Nt COMPLIANCE WITH WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRA NOON'OR l 1.11.\1IN A I ION OF TIPS,tl]RP1SV I:N'I 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains.If security interest in all Products funuished by Seller and the proceeds thereof,unul the purcha,c prig therefor i>full pard Seller may file any financing statements and give notice ofsuch security interest to third parties as Seiler 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. E.giorl Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended front time to time(collectively,"Laws"):(2)will not subject Sel)cr to any claim,putaltv.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 If certificate to Seller in If form providcd'iv 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.A91SCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of km°rules,and'Buyer and Seller consent to tate 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 hercof:no modification may be made,unless in writing and signed by the parties:and no ackno",led gment/acceptance of purchase order firms containing differendaddinonal terms shall hanv force of effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such.piovision or any other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to'suryive shall survive this Agieementsiterniinalioii/Cxpiratioit and the consummation of the transactions contemplated hereunder.' Compass = INVOICE - Minerals — Page-1 of 1 - - - PLEASE'REMITTWELLER I' FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER = P O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 4/15/2015 71328973 = 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 - �04/15T15-` VV15001` �` ---1453741--- ---145374,,.---SO— CARRIER -1453741-——SO— --- CARRIER RAIL ITRUCK# EQUIPMENTTYPE 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 PRICET EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.5700 TN 96.00 2,454.72 SUMMARY: PRODUCT 2,454.72 FREIGHT&FUEL SUBTOTAL 2,454.72 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .51,140.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,454.72 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 w}iting by the Seller.Buyer is hereby notified ofthe Seller'sobjection;to and rejection ofany additional or different terns 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. PA;11'tYtEl\T: Bnyecagrees to make payment at�Seller's 1o,ttlon,and at the time and"in the.currenoy specified on the Seller`s invoicm4 dacumemjt.T(ie Seller may,tri-its sole•ytxl rent require,; such other payment terms as it deems appropriate,including full or partial payment in advance of shipment or by letter of credit. " 3.PAST DUE ACCOUNTS.A finance charge ofthe lesser of I.S%per month(18%-APR)'or�the highest rate permitted by law will be assessed on all past due accounts-Interest charged op,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-ofI'for any amountwhicli Buyer may claim are owed by Seiler. 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 TIME 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(l)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 ofthe Sellers 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 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.Any,taxurothergovernmental charge now or,here it fief levied upon prod tic tion,_scverance-manufacture,del ivory,storage,consumption.sale,use or shipment of'Products ordered or 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 shalt not be liable Cor 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 ofany 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.C.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 iNIAKING 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 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 oran 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 of claim 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 ofthe cause of action there(o. 11.LIMITATION OF LIABILITY.SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER PHIS 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, DIRECTORS,SHAREHOLDERS,-dNSUREPS,AGENTS AND REPRESENTATIVES(COLLECTIVELY,THE"INDEMNIFIED PARTIES"),FROM ALL CLAIMS,.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),WHETHER ARISING ASA WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OFNEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND,AND EVEN IF THE RESULTOR 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 TERMINA'T'ION 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 Iry 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 ofany 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 terms or conditions: 17.NO WAIVER.The failure by Seller to enforce at any time any of the 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 the validity of this Agreement,or the right of Seller thereafter to enforce each and every such provision. August 2014 0 oyn�ass — INVOICE Minerals — Page-1 of 1 •� - - P..LEASE REMIT TO/SELLER: is FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS OX 7048-1047632 NET 60 DAYS 4/7/2015 71326308 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 _ - —0.4/0.7/9.5— W15003— _--1 _1451812 SO_ 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 25.3700 TN 96.00 2,435.52 -� SUMMARY: - - — - --- --- -- - ----- = I - 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 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,435.52 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. 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 terns 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.PAYMENT::Buy'eI ag'reesTo inakc payment at Scllcr's locatiop and at the time and in thecurrency specified on th'e'Seller's invoicing doCuntent.'Th'eSeller may;'inits sole judgment;rcgnire-,, such other payment ter s'as it deems appropriate,including full or,partial payment in a6ancc'of shipment or by letter of credit. ". ' - 11 V 3. PAST DUE ACCOUNTS.A finance charge ofthe Icsser'of 1.5%per month(I8/ APR)-or the highest rate permitted by tae-tvihlbe assessedion all past due accounts,J4terest Charged'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 withouCset-offfor any ai�oUnt whi6h�Buyer may claitn' are owed.by Seller...Buyeragrees.to reimburse Seller all attorney fees and court costs in.connection with default of these payment terms by Buydr. .. . . .. .: 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 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 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 thereof,to cancel,without liability,the unfilled portion ofthe contract. 7.TAXES.Any tax or other governmental charge now or hereafter levied upon production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold is not included in-Seller's price and will be charged to mid 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 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 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 NIATTERS. Unless otherwise specified on the Sellers 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 fumished 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 Sellerwarranls 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 NON INFRINGEMENT.Buyer must notify Seller of any 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 ofclaint provision above,no action for breach ofthe contract for sale or othenvise with respect to Product will be commenced store than one(1)year after the accrual ofthe cause of action thereto. 11.LIMITATION OF LIABILITY.SELLER'S LIABILITY FORANY CLAIM ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THEAMOUNTOFTHENET 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.iNDENINIFiCATION.BUYER S1]ALL INDEMNIFY,HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES,OFFICERS, DIRECTORS,SHAREHOLDERS,INSURERS,AGENTS AND.REPRESENTATIVES(COLLECTIVELY,THE"INDEMNIFIED PARTIES"),FROM ALL CLAIMS, LIABILITIES,,_- DAMAGES,SUITS,PROCEEDINGS.COSTS AND EXPENSES(MCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,THE"LOSSES")TOR 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 ASA 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 TI IE 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. 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 Terns and Conditions of Sales constitute the entire agreement ofsale and purchase ofthe Product.No modification of this Agreement shall be ofany 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 ofpurchase order fors containing different terms or conditions. 17.NO WAI VER.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 Compass = ® INVOICE _ Minerals — Page-1 of 1 PLEASE REM ITTO/SELLER ! FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P O BOX 277043 4811 AMERICA 4811047632 NET 60 DAYS 4/7/2015 71326310 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 1451816 _ SO_ T_ CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS Y 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 24.6400 TN 96.00 2,365.44 SUMMARY PRODUCT 2,365.44 FREIGHT&FUEL SUBTOTAL 2,365.44 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,280.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,365.44 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. 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 1S EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED IN THESE TERYIS 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.'PAYMENT. Buyez -rees to make payment at Sellers location and at the time 5nd1n the cbrrcnev specified on the'Seller's invoicing document.The Seller may;in its:sole judgivent,require- --- such other payment terms gas it deems appropriate,including full or;partial payment in advance ofshipmeilt or by letter of credit. .: 3.PASTDUE ACCOUl'VTS.A finance charge of the lesser of 1.5"/o per month(18/ AI'R)orthc highest rate pertrittfed by law will be assessedon all past due accounts:InteresTcharbed on a past due invoice will be assessed from the dale ofthe invoice.Amounts owed by Buyer with respect to which there is no dispute will be paid withoutiset-offfor any amount wvhich Buyer may claim' are 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 T14E 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 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 oral 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.Any tax or other governmental charge now or hereafter levied upon production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold is not included in Seller's price and will be charged to and paid by the Boyer. t-�,�.-•• ; - - 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 Buyers 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 COSTSITRANSPORTATION MATTERS. Unless otherwise specified on the Seller's invoicing document,all transportation charges,including,bur 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 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,ISMADE BY SELLER,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A 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(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 time 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 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 ofthe cause of action thereto. 11.LIMITATION OF LIABILITY.SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT WILL BELIMITED TOTHE AMOUNT OFTHE 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 of the Buyer or in combination with other substances or otherwise. 12. INDEMNIFICATION.BUYER SI IALL INDEMNIFY,HOLD HARNILESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES,OFFICERS, DIRECTORS,SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVES(COLLECTIVELY,THE"INDEMNIFIED PARTIES"),FROM ALL CLAIMS.LIABILITIES, DAMAGES,SUITS,PROCEEDINGS,COSTS AN .. EXPENSES(INCLUDING REASONi16LE A"ffORNEYS'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,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. 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 thejurisdiction of Johnson County,Kansas courts over any matters arising out ofthis 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 ofsale and purchase ofthe Product.No modification ofthis 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 purchase order forms containing different terms or conditions. 17.NO WAI VER.The failure by Seller to enforce at any tittle 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 the validity ofthis Agreement,or the right of Seller thereafter to enforce each and every such provision. August 2014 Com aSS = =- � INVOICE Minerals Page-1 of 1 PLEASE!REMITTO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER PCOMPASS 0 BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 4/2/2015 71325250 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 10919-SMOKEYMOUNTAINCOAL - 04/02/45----- - W-150.05 ------ - - - -1451808_- - ,_ -I--J451808 _ _ SO _ CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY 81187 - 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 24.1000 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> > > (renns 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 Salc("A_lreement")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 OFI-ER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF TI IIS AGREEMENT. 3..PRiCES;'TAXES- EXCE,.PT'AS-OTHERWISE'-SPECIFiED IN­-THIS AGREEN4E-NT, PRICES-7\RE SUB.]ECT-TO-CHANGE NVITHOUT-NOTICi;, ORDERS WILL BE NbOICED. UNLESS OTIiERWiSE'SPE-&iE'D IN THIS AGREEMENT,'AT SELLER'S PRICE IN EFFI CT ON THE SCHEDULED DATE Of'SIiIPMENFI'. Prices on the invmcinR docunr iltthre'iict Pill apjtlicablc discount's edit prdindtionalrallowances. References,to,"tons"means short,tons(2000,Ibs.),unless otherwlscspecified.., Any tax or odier,o\'clmnlLllal cial;ux 11 n of hL ealtCr le\icd --Upon production,scvci'micc,manufacture,delivery,stotagc;cotisunnption;sale,use or ship n'cnfof Products ordered or sold are not included in Seller's price andatll bc..cJi rgc 'to ainl'p,tid'by Buyer. .. .: .. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Scller 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 Scllcr("Products")arc 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 itnroicing 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 ha\c dtc prior:gtproval of Sellers Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise oith respect to due payment flout 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 deliver for future deliveries or require reasonable assurance of payment•and in the absence thereof to cancel,without liability,the unfilled portion of Buvcr's order. A finance charge of the lesser of 1 ".,pct nwnih(1"0.,- 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 front the dace of the int PICC .Amuuni,uwcd by 13u er with%where there is no dispute will be paid without set-off for any amounts that Buyer may claim arc owed by Seller. Buycr agrees to rcinihur,c S:111-1 Ian ell -i connection with default of these payment terms by Buyer. b.DELAYS. All orders are'subjeet to Seller's ability to make'delivery at the time and in the qu:aitill`es sjiecified,and'Selle al dll itiifl7d liable'iO damages for failure to make partial orcontpletc 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 oI God.war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including file]),acts or omissions of Buycr,action of any governmenual authority,or other force majeurc event). Buyer shall be'liable for any added expenses incurred by Seller because of Buyer's delay in flunishing requested info ntation to Seller,delays resulting front ordcr changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buycr. 7.SHIPMENT COSTS/TRANSPORTATION tNIATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges. including,but not limited to, Scllcr's:ntd carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignnenl shall be the sole responsibility of Buyer. Buycr 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(luring 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 solei responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcat:s 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. Ewen 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(tiredly caused by or incidental to such use of the railcars by Buyer. 8.WARRANTY/TIME FOR MAKING CLAIMS. Sellcr warrants only that it will convey good title to the Products and that,at the time of shipnnnt,the Produce 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 1I\IPLIED.IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTiES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABiLIiY, FiTN'F.SS 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)dads 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 aComt 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 Buys"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 cuntract for sale or othcnvise\rill)respect to Products will be commenced more than one(1)year after the accrual of the cause ofaction thereto. 9.LiALITATION 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 nnanufacturing 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, SHAREHOLDERS,_INSURERS,_AGENTS AND REPRESENTATIVES (COLLECTIVELY."INDEMNIFIED PARTIES"). FRO\LAI_L CLAIMS, LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS A 'ND`EXPENSES`(1NCLUDiNG"REASONABLE ATTORNEYS'FEES)(COLLECTIVELi',-'LOSSES?. LOSSES').FOR ANY DAMAGE. INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, 1NCLUDi1NG WiTHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT 1_1,MITATION. RI-YER OR ITS FNIPLOYEES). WHETHER ARISING AS A WORKERS'COMPENSATION CLAiM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT 1_IABILITl'.IX1'1"CTIit\',\L Ml ('CI\D1'C f.OR P\1 LT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION. OR IiRl \('II OF THIS :116i2I I \11\I ukt\- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION UR II:R\gl\A PION OFTi-i1S 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in elf products furnished by Seller and the proceeds thereof,until the purchase price tharcfoT k full)_ paid. Seller may Glc 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. Fxport 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.pgnalty or loss of benefits under the Laws;and(3)will cooperate with Scllcr 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.i\Ii.SCELLANEOUS. 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 acknowlcdgnlenUaccepa+nce of purchase order forms containing differentladditional terms shall have force dr 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 he enforced to the extent it is enforceable.Any provision intended to survive.shall survive this Agreement's termination/capiration and the.consummation of-the transactions contemplated hereunder.. CoMpass — INVOICE Minerals — Page-1 of 1 PLEASEREMITTO/SELLER. FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MI1.NERALS AMERICA P 0 Box 277043 48-1047632 NET 60 DAYS 4/10/2015 71327587 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 GUSTROBBENSSONS 4537-10 - 1453"1111.0— -- -SO-------•--- 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 25.6100 TN 96.00 2,458.56 __SUMMARY: PRODUCT 2,458.56 2,458.56 FREIGHT&FUEL SUBTOTAL 2,458.56 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .51,220.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-+7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,458.56 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 Sellers object'lotrto and rejection of any additional or different terms in Buyer's bid,purchase order,acknowledgment,or other forms.THE SELLER'S PROPOSAL 1S 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.PAYMLNIF, Boyer as/ees to make payment at Sclldrs.loearton'and at the time and ipdht;euge7lcy specified on the Seller's invoicing,docJ{rncnt.The Seller may,m it;solejudymerlt,;rcq}nFe,�_ such olber.paymeill lcrtns.as it deems appropriate,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 tile rge e highest rate permitted by law will be assessed on all past due accounts;.hiterest chad, W _ 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-offfor any amount which Buyermay claim •are owed by Seller.Biiyei agrees to rciinburscSellei all'aftorhdy-fee's Arid"court costs ill connection with default oftlmese 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 TIME 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 oihcrvise agreed in wrilin_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 must be specified in meriting on the Sellers invoicing document. [fat any time Buyer's Financial responsibility becomes impaired or unsatisfactory to the Seller,Seller reserves the right to stop shipment,on notification to Buycr and to demand payment in advance or at the tine 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.Any tax.or oth_ergovermental charge now or Itereafier levied upon production,scv Y;umce;tour facture;dzliver},storage,consumption,sale,use or shipment of Products ordered or- sold is not included in Sellers price and will be charged•to and paid by the Buyer. R. 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 govermental 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 reconsignntent 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 al 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 CLAINIS.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 NONINFRINGFMENT.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(1)year after the accrual ofthe 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 Tl I IS 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 front 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,HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES,OFFICERS, DIRECT©RS;=SHAREI OLDERS,INSURERS;-AGENTS-AND REPRESENTATIVES-(COLLECTIVELY,-THE"INDEMNIFIED PARTIES"),FROM ALL CLAIMS,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 TH E PERFORMANCE OF THIS AGREEMENT,INCLUDING WITHOUT LIMITATION,LOSS OR DAMAGETO 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 IFTHE RESULT OR ALLEGED RESULTOFTHE CONDUCT.NEGLIGENCE.ERROR.OMISSION,OR BREACH OF THIS AGREEMENTOR NON-COMPLIANCE WITH 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 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 thejurisdiction 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 ofsale and purchase oftlme Product.No modification ofthis 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 ofpurchase order fonts 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 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 PLEASE REMIT TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER .. COMPASS MINERALS AMERICA P O BOX 277043 4811047632 NET 60 DAYS 4/15/2015 71328972 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 -- 1099.5-AUGUSTROBBENSSONS 04/15/15 V1/15004 - _ -� — "1453737---� -- 1453737- - CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. JFREIGHTTERM' TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK I 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 25.1800 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 1-600-743-7258 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 Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at%v".nasall.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 of.the-Sellers objection to and rejection orally additional ordifferent 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. PA;YI31Buyer agrees to make payment atSellgrslocal ion and at the time and ul!Le,cg7(mt.yspecifted on the Sellers invotcingg,dpettmetlI.The Seller may,in}ts solejud intent;rGgwre:_ such other Payment terms as it deems appropriate,including full of partial 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 Q S/o-APR)orthe highest rate permitted bylaw will be assessed on all past due accounts Interest Ghargedgn,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 forany amount which Buyer may claim owed by Seller.`Buyer agrees to-reimburse Seller all attorney-fees and court costs in connectionwithdefault-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 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 terms must have the prior approval ofthe Seller's Credit Department and must be specified in writing on tite 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 oral the tune 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;TAXIS.Any tax or other govenimental charge.no v�or hereafter levied upon production,seyerauce,manufacture,delivery,-storage`consumption,sale,use or shipment of Products ordered or 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 Scller'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 nlajeure 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 reconsignntent will be paid by the Buyer:Risk of loss and title to Products transfers to the Buyer upon delivery at the F.C.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 CLAiNIS.The Sellerwarrants 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 NON INFRINGEMENT.Buyer must notify Seller of any 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 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 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 ofthe cause of action thereto. 11.LIMITATION OF LIABILITY.SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT WILL BELIMITED TOTHE AMOUNT OFTHE 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. -File 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,HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES,OFFICERS, - -'DIRECTORS;SHAREHOLDERS;INSURERS,AGENTS-AND REPRESENTATIVES-(COL-LECTIVELY,-THE-"INDEMNIFIED PARTIES"),FROM ALL CLAIMS,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),WHETHER ARISING ASA WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OFNEGLIGENCF„TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND,AND EVEN IF THE RESULT OR ALLEGED RESULT OF TI IF 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. 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 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 ofpurchase order forms containing different teens or conditions. 17.NO WAIVER.The failure by Seller to enforce at any time any ofthe provisions of this Agreement,orto exercise any rights provided herein,will not be construed as a waiver of 'such provisions or options,nor in any Nay 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 PLEASE'AEMIT TO/SELLER. FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P O BOX 277043COMPASSMINE48-1047632 AMERICA 481047632 NET 60 DAYS 4/15/2015 71328974 ATLANTA, GA 30384-7043 SOLD TO: 462129/ C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET UTILITIES CARMEL U 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 -- - - -- 04/1-5/1.5-— W1 5001 - -- ---- 1453'43-_ ----1453743- ---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 25.1900 TN 96.00 2,418.24 _SUMMARY: - -- --- - --- PRODUCT 2,418.24 FREIGHT&FUEL SUBTOTAL 2,418.24 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,380.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-1743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,418.24 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>>> (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 Sellers 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 T11ESE 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. PAYMENT. Buyer agrees to make payment at Seller's location,and at the time and in the currency specified on the Seller's imroicingdoptunegt.The Seller may,in its sole judgment,requirg,_. such other,payment terms,as it deems appropriate,including full orpartial 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%-Ai'R)or the highest rate permitted by law will be assessed oil all past due accounts.Interest charged 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-offfor any amount which Buyer may claim -are owed by Seller. Buyer agrees to reimburse Setter all attorney fees and court costs in correction-with default of these payment terns 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 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 ofthe Seller's Credit Department and must be specified in writing on the Seller's invoicing document. [fat 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. _Z TAXES.Any tax or other governmental charge now orhereafter levied upon production•severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered-or- soldis 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 forthe 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 ofany 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 priorto 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.Tire 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 ofthe 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 of any 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 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 of claim 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 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 THEIR RESPECTIVE EMPLOYEES,OFFICERS, DIRECTORS._SHAREHOLDERS_-INS UR ERS,-AGENTS.AND...REPRESS;JT.ATI-V£S-(COLL-EGTLVEL--Y,PItG"aNDEMNIFIED PARTIES'-'-);TROM-ALL--G-HAIMS;-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 LOUT 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 LINDER 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 OR NON-COMPLIANCE WITH 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 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 ofsale 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 modification shall be effected by the acknowledgment or acceptance ofpurchase 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 Seller thereafter to enforce each and every such provision. August 2014 VOUCHER # 151615 WARRANT# ALLOWED 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 -71-32-7,5,2qu , NLD YCL 713D-L5Dc. `' , a+!K-5-Q4 71329428 01-6180-03 $2,390.40 i 3 7 I►�l r1 ,, �2 LA c Zi-`M f32-7 agL4 Ni QW9, ZD a43C,1a `713Zt9� �13•�5��� �� : x-1-1�.-j� i 7f3�8"g73 -LQ 7a � 9 1 -5 'l (3 v 4' �,3L�5.y `f15 �� '-713:�f7c-5S-? .5 6 < l� ,-7; Z Voucher Total4 r(g �� 2` 6 40 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 4/21/2015 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 4/21/2015 71329428 $2,390.40 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