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245088 5 /13/2015 (9, CITY OF CARMEL, INDIANA VENDOR: 368932 ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $****26,416.32* CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 245088 ATLANTA GA 30384-7043 CHECK DATE: 05/13/15 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71330736 2,408.64 OTHER EXPENSES 601 5023990 71330738 2,450.88 OTHER EXPENSES 601 5023990 71331111 2,386.56 OTHER EXPENSES 601 5023990 71331112 2,379.84 OTHER EXPENSES 601 5023990 71331468 2,370.24 OTHER EXPENSES 601 5023990 71331838 2,359.68 OTHER EXPENSES 601 5023990 71331896 2,410.56 OTHER EXPENSES 601 5023990 71332827 2,392.32 OTHER EXPENSES 601 5023990 71333487 2,395.20 OTHER EXPENSES 601 5023990 71333488 2,427.84 OTHER EXPENSES 601 5023990 71333489 2,434.56 OTHER EXPENSES i COMPASS MINERALS TOTAL PAID: $ 26,416.32 INVOICE # AMOUNT ACCOUNT # I 618.03 71331838 $ 27359.68 71331468 $ 21370.24 71330738 $ 21450.88 71332827 $ 21392.32 71330736 $ 21408.64 71331112 $ 25379.84 71331896 $ 25410.56 71331111 $ 21386.56 71333487 $ 29395.20 71333488 $ 21427.84 71333489 $ 29434.56 1 e 'Compass — INVOICE _ Minerals — Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER PCOMPASS O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 4/24/2015 71331838 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 LADINGORDER NUMBER ORDER TYPE 10995_-AUGUSTROBBENSSONS - 04/24/15 - W15004 -'1456847. _ _,1456847--_----SO-- ------_ CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. I FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.5800 TN 96.00 2,359.68 SUMMARY: PRODUCT 2,359.68 FREIGHT&FUEL SUBTOTAL 2,359.68 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,160.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,359.68 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terns and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. -Seller"is identified in the"Remit To'section and"Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement")relate or are attached. 2.OFFER. No terms in Buver'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. 3.1'i2lCES;'"iYSXI:;. I'XCI' I'T.AS_OTHERWISE SPGCJFLi?D-IN--Ti'lIS AGREEMENT,TRICLS ARE SUBJECT TO CHANGE WITHOUT•-NOTICE-.--ORD ERS-•WILL-BE-INNXOIGED, W. LNLL'SS O'1-HE VISE SPECIF1Ei�`IiN THiS AGRGEMEN'C,kT"SELCE�'S PRICE IN EP'F'EC'f d h`I'i'IE`SCIIEDULED DATE OF'SI111'MGNT. Prices on the invbtcthg docnm nface net ai all applicable discountYiaiitl ptotiloifanafallowances. References.to"tons"means short,lons-(2000-lbs.)unless otherwise tspecjfied.,, Any tax or outer govermucritafeitarges'iiow'oitlici;e)Rct`}C,Sj�il iiion-prgduclton,severance,niantifncthic,delivery,} ( storage,cotisumpiton,sale,use or'slitjntiienl bl'Prbducts ordered or'Soltl'are not`meltided in Scller's price and will be.,c)ttrgcd tti,1hd;pald:by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasoriablc cancellation charges to be solely determined by Scllcr. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under an),order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;Cl?EDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller:;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 m require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the hiehcsi rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer \�ith Xvhere Ihcre is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with detach of-these payment terms by Buyer. 6.l 1:L.\l^S.'All orders are subject to Seller's ability to make delivery at(lie time and in the quantities specified,and Scller shall not be'liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of'Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fttel),acts or omissions of Buyer,action of any governmental authority,or other force majcure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such'damagc or shortage and see that appropriate tiotatioh 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 not any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seiler-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.V,ARRANTY/CME 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 til 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 ANI) SI-LLER HERFBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED W'ARRANTiE-S 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 tinder 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 hillited 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(l)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 m:mulacturing prncesaes of Buyer or in combination with other substances or otherwise. 10. i`dLiN,' Nl1'SL 'T:C�:. lWYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE C 011;t Ci LR SIIARI I IDI DI-RS, INSPRERS,AGENTS AND,REPRESENTATIVES (COLLECTIVELY, "INDEMNIFIED PARTIES"), FROM ALL CL.\,%IS, LIABILi'TID-S.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 ASA WORKERS'CONIPENSATiON 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- CO,VIPi_IAN('I-WITI-1 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 filly paid. Seller may file any financing statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claiitl,penalty or loss ofbcncfils under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyerwill deliver a certificate to Seller in a form provided by Seller,�crtifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. \•tatters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seiler consent to the jurisdicjion 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 1 crcof.no modification map be made,unless in writing and signed by the parties;and no acknowledgnnent/acceplance ofpurchase order forms containing different/additional terms shall have force of effect. Seller's failure to enforce any provision will nqt 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 sur•ivc this AgrecLincnt's"tcrnnination/expiration and the co:dsummation of the transactions contemplated hereunder.. a — Conz ass — INVOICE Minerals Page-1 of 1 PLEASE';REMITTO)SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBECOMPASSMINER P O BOX 277043 48-1047632 AMERICA 4g 1047632 NET 60 DAYS 4/23/2015 71331468 C 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 - - ----— - 04/22/15—" 1456848-_­--1456846----SO--=--- CARRIER RAIL I 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 FUOM7 UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.6900 TN 96.00 2,370.24 SUMMARY: PRODUCT 2,370.24 FREIGHT&FUEL SUBTOTAL 2,370.24 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,380.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,370.24 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To'section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terms in Buyers 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. PIZICES;—TAX.FS. EXCEPT AS OTHERWISE SPECIFIED, IN THIS AGREEMENT, PRICES ARE SUBJECT--TO-CHANGE W1TI-1QUT NOTICE. -ORDERS-WILL BE JNVOiCED, UNLESS OTiIERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the,invoicing documer)arc fief of;ill applicable discounts and promotional allowances. References to"tons"means short, (2000 lbs.)unless otherwiscspeai$ed.- Any tax or other govcrniinental'charges'now Pr toieaitcr levied upori production,scve'rrtnce,.manufacture,delivery,storage,consimipiion,sale,use or shipr'iicnt of"roducts ordered or''sold'are'nof included in Seller's price and will be,charged to;incl Said by Buvcr.. 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")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.P,%.MFNT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including fill]or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Sellers 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 out notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highcsi rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller.--Buyer agrees to reimburse.Seller for all attorney fees and court costs in connection with(ICIMlh of these payment terms by Buyer. 6.DELAV'S. All orders arc subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in dclivcry caused by forces not reasonably within Seller's control(including but not limited to delays or defmlts by carriers.extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,Floods,tires,storms,or other acts of God,war or act of public even y(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 nuyeurc 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 arc the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION NIATTERS. 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,(Icnurrage,switching,detention,.delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Scllcr against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in-transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buycr is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer not any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR NIAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRiNGEMENT. Buyer must notify Seller orally claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account orally defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or 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 of property resulting from the use of the Products delivered hereunder in manufacturing processes of Buvcr or in combination with other substances or otherwise. 10. INPEUNIFIC %TIi;N. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE 1)IREC'?ORS- SHAR_EH01 DE.RS. INSURERS, AGENTS AND Ri4I1RFSL_-NTATiVES_(C'OLLECTIVELY,"IND EMNIFIED-_PARTIES"), FROIv1.ALL_CL,U,&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 L1MITATiON, 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 ANi' KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION. OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE\\ITH APPLICABLE LAWS BY ANi''INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. I L SECURITY INTEREST. Buyer grants to Seller,arid Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Scllcr may file any financing statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COBIPLIANCE. Buyer and its employces/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penally-or loss of tlencfits under the Laws;and(3)will cooperate with Seller in any audit/irspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a fomi 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. 13.11;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 nnatter'hcreof;no modiFication may be made,unless in writing and signed by the parties:and no acknowledgnicndacccptance ofpurchase order forms containing different/additional terms shall have force dr effect. Seller's failure to enforce any provision will not be a n;aiver of its right to.enforcc 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 Agiecmeint's'terminaticnlexpiration and the consummation of the transactions contemplated hereunder; ®®--Compass Mine Yals INVOICE — — Page-1 of 1 - - - PLEASE REMITTO/SELLER: '' FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINE - P 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 4/21/2015 71330738 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 __ _-- --"_ ---04/21/15--------- __-W15005' 14568_4_2 1456842 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 25.5300 TN 96.00 2,450.88 SUMMARY• — - -- --- --- - ---------=-.-_ _- - -I— -- PRODUCT 2,450.88 FREIGHT&FUEL SUBTOTAL 2,450.88 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 51,060.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,450.88 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 Sellees.objection to and rejection ofany additional or different terms in Buyer's bid,purchase order,acknowledgment,or other fonts.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. PAYryIE:NT,.Buyer.agrees to make payment at Seller's location'i d ai the time and tib fie purrency specified on ilie Seller s-irivoic" document:TBe Seller'may,iii lts,sole judgment,regmre <. .- .: such other payment terms as it deems appropriate,including full or;partial payment in advance of shipment or by letter of credit. 3. PA ACCOUNTS.A finance charge-of thelesser'of 1.5"/per month(I i%?APR)or the highest rate permrfted Ili law will he assessed:on all past due accounts.-Interest charged 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 without.set-off For any amount which Buyer may claim -^ arc-owed by-Sellerr•Buyer agrees to reimburse Seller-all attorney fees and court 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 othenvise specified. 5. CANCELLATION. Orders may,be canceled by Buyer only upon(1)written or oral notice to the Seller subsequently accepted in writing by the Seller and(2)payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. Except as otherwise agreed in writing,until the product that is identified on the front 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 tents 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 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 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 t6 and paid by the Buyer. 8. DELAYS. All orders are subject to the Seller's ability to make delivery at the time and in the quantities specified,and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments.The Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),action of any governmental authority,or other force majeure event). The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller,delays resulting from order changes by the Buyer,or delay in unloading shipments at delivery point that are the fault of Buyer. 9. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on the Seller's invoicing document,all transportation charges,including,but not limited to,carrier's charges for notification prior to delivery,demurrage caused by Buyer,delay in unloading,diversion,or reconsignment will be paid by the Buyer.Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B.point identified on the Seller's invoicing document. Products held or stored by Seller for Buyer will be at the sole risk of Buyer and Buyer will be liable for the expense to Seller of holding or storing Product at Buyer's request. On passage of title,the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage,use or handling ofsuch Products. Claims for damage or shortage in transit must be made by the Buyer against the carrier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent ofthe carrier in order to support a claim. Buyer shall be solely responsible for the care and condition of railcars in their possession and for their timely return in good condition.' 10.WARRANTY/TIME FOR MAKING CLAIMS.The 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 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 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 or the cause of action thereto. 11.LIMITATIONOFLIABILiTY.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 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, DIREC:FORS,SHAREHOLDERS,:INSURERS,AGENTS AND REPRESENTATIVES.(COLLECTIVELY,THE"INDEMNIFIED PARTIES;J,FROM ALL CLAIMS, IABILITIES DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLEXTTORNEYS'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 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.oflaw 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 ofthe Seller and any purported assignment without such consent will be void. 16. ENTIRE AGREEMENT.These Terms and Conditions of Sales constitute the entire agreement of sale and purchase ofthe Product.No modification ofthis Agreement shall be ofany force or effect unless in writing and signed by the parties sought to be bound thereby,and no modification shall be effected by the acknowledgment or acceptance ofpurchase order forms containing different terns 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 PE REMIT TO/SELL #:ER,::: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER LEAS COMPASS MINERALS o ox 7048-1047632 NET 60 DAYS 4/28/2015 71332827 = 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-AUGUSTROB13ENSSONS - - - ` —0472815'- V�1 Ul 5 i 'S'o505 ��___.1458505' SO— CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. JFREIGHTTERMsTERRITORY 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 m SUMMARY r3 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.PARTIES. "Seller"is identified in the'lemit 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 Btiycr'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 1 XI'RESSLY LINIITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF TI IIS AGREEMENT. 3 11 ICES t A�7:5; rT}C17T]]NS';OTHERWiSE SPLCiFIED"IN THIS AGREEMCN"f`PRICES ARE-SUBJECT`IO'CHANGF.-WtTiiOU'T-NOTICE."'-ORDERS Njr.ILL•BE:IrFH( IQ—,ED, JJNLESS OTHERWISE SPECIFIGD IN THIS AGREEME'N'T,AT SCLLGR'S PRiCE IN EFFE&ON'THE SCHEDULED DATE OF'SII0jMp:'NT. PriceseinvQig_docutjcn[ c n i;Qi 11 ppplicabic discount;ant[piodio iothd(allowances. References ta"tons;'means short,toris(20,0Q-Ibs.),unless otherwise specified.;.Any tax or other govenuitCntat Clia ges not or her aRcr Icyied epoii Prgduciion,severance.nianufl6tt,re.delivery,storage,cotisumpuon,hale,useJor shiptiictit of Products ordered or sola'are uiot`iticluded in Seller's price and wtll•"be charged;[o and pajd by Buyer. - , J.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). �;.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will makc payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including fall 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 Buycr's order. A finance charge of the lesser of 1.5`Yo per month(19 - APR)or the hi,hest rate permitted by law will be assessed on all past clue accounts. interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer 1%ilh where there is no dispute Will be paid without set-off for any amounts that Buyer may claim arc owed by Seller.-Buyer agrees to reimburse Seller for all attomcv fees and court costs in connection Mill default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quanuiies specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or Por any delay in making shipments. Seller shall not be liable for delays or deflaulls 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 Buycr,or delay in unloading shipments at the delivery point that are tire fault of Buyer. 7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances:Ind Willindemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims forr damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, ncilhcr Buyer trot any of its employees/agents will divert or export any such railcar to anywhere outside lire continental,U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTYMME FOR MAKING CLAIMS. Sella 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 spccificutions Of Scllcr.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.OR NONINFRINGENiENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement Within thirty(30)days of Sellor's delivery of Products or such claim is waived. in the creat of an alleged breach hcrcof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacenlent 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 i'roducts. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to PredUetS will be commenced more than one(1)year after the accrual ofthe cause of action thereto. 9. LIMITA'TiON OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH Ti-IIS AGREEMENT WILL BE LiMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, iNC'IDENTAi_. 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 clamage to persons or property resulting from the use of the Products delivered hereunder in manuhtcttn'ing processes of Buyer or in combination with other substances or otherwise. lU 1, "i:;':. B1!1"ER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND TIIEIR RESPECTIVE PRESENT OR FUTURE l LL' UI i i 'LS,_�IRLC LOR ,SHAREHOLDERS, INSURERS,AGENTS .AND REI RI SLNTATIV COLLECTIVELY,"IN L�Nl •D P-A T,[FS") ERO , 'L(.aBY[[i'ICS:DAMAGES,SUITS;PROCEEDINGS,COSTS AND EXPENSES(INCL`UDING'REASONiyBL6 ATTORNEYS'FEE COLLECTIVELY,"LOSSES",FORA Y DAMA"', . IN'JtRY, DEATH. LOSS OR DESTRUCTiON OP ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING; %VITIIOUT LIMA ,TION. LOSS oR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH Of, ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR iTS EMPLOYEES), W1ILTI IFR ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANl KIND,AND E\LN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON- COiNIPLIANCE WI111 APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. "THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMIN'ATiON OF THiS AGREEMENT. 11.SECURiTY INTEREST. Buyer grants to Seller,turd Scllcr 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 anv 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, focal 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.,,IkELLANEOUS. Nlatters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to tide 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 aeknowledgmenVacceptartce of purchase order forms containing different/additional terms shall ha4c 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 sun ive shall su wive this Agrecimcnt's termination/expiration and the consummation of the transactions contemplated hereunder. ® Compass INVOICE Minerals Page-1 of 1 p PLEASE'IREMIT.TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER P 0 Box 27704348-1047632 AMERICA 48 1047632 NET 60 DAYS 4/21/2015 71330736 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 —04/21/15 Vt115005—.- - --L-1456839—J-145-6839-1-ASO 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 25.0900 TN 96.00 2,408.64 SUMMARY: - ---- -•- --- - -- -�-------- PRODUCT 2,408.64 FREIGHT&FUEL SUBTOTAL 2,408.64 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,180.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,408.64 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 II — 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 of1he 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 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 ofthe invoice. 2.PAY 411 NT Buyer'ag ees to make payment at Seller's Igcatiori and at t}ielinie milut the currency specified oii the Sellers inugtcm dycuimiedt.The Sellei iiay,in ns solejudginen),iGglitre such other payment terms as it deems appropriate,including full of partial payment in advmmce'of shipment or by letter of credit. .._: 3. PAST DUE ACCOUNTS.A finance charLe of the lesser of 1.5%per month(18% APR)'orthe highest rate pernuited"by taw�4ill be assessed on all past due accounts.-Interest gharbeil;on n 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 Aicii Buyer may claim arc owed by Seller.-Buyer agrees to reimburse Seller all attorney fees and court costs in connection with default of these payment terms by-Buyer. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT,PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE.ORDERS WILL BE INVOICED,UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. References to"tons"shall 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 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 ofthe contract. 7.TAXES.Any tax or other governmental charge now or hereafter levied upon production,severance,manufacture,delivery.storage,consumption,sale,use orshipment 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 Seller's invoicing document,all transportation charges,including,but not limited to,carrier's charges Cor notification prior to delivery,demurrage caused by Buyer,delay in unloading,diversion,or«consignment 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 identitied'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 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.N1'ARRANTY/TIME FOR MAIQNG 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 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 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 OFLIABILITY.SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGP EEMENT 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,SHAREJ-IOLDERS,INSURERS,AGENTS AND REPRESENTATIV is(COLLECTIVELY,THE"INDEMNIFJED PARTIES')„FROiY1-ALL CLAIMS„t. AB! [TIES. 4,s” DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLIECT]VECY"TH&"LOSSES"),FORF.NY DAMAl,E,1NJURY�r DEATH,LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF TFIE 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 TI IEORIES OF NEGLIGENCE,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 EXPIRA'T'ION OR TERMINATION OF THIS AGREEMENT. 13.SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer"agrees to execute such financing statements and other documents as Seller may determine to be necessary to perfect such security interest. 14. GOVERNING LAWlJURISDICTION.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 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 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 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 ofthis Agreement,or the right of Seller thereafter to enforce each and every such provision. August 2014 Corn ass INVOICE Minerals — Page-1 of 1 PLEASE REMIT T07SELLER. i! FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSP 0 BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 4/22/2015 71331112 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 --04/22/15 _-_- W15003- —-� - —1456845----—1456845 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 24.7900 TN 96.00 2,379.84 SUMMARY: PRODUCT 2,379.84 FREIGHT&FUEL SUBTOTAL 2,379.84 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,580.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,379.84 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 PERMS 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,orother 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.PAYMEN l Buyer agrees to make payment at Sellers locationand at the time and illaho currency specified on the Seller's invoicing-document.The Seller may,in its sole Judgments require such othe{pnyrpckuterms.as it deems appropriate,including full or;partial payment in advance of shipnmeiit or by letter of credit. 3. PAST DUE ACCOUNTS.A finance charge ofthe lesser of 1.5%per month(18%-APR)or the highest rate permitted by law will be assess4on all past due aceou'mi:1fiteiest charged oh a,. 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 Seller. Buyer agrees to reimburse Seller all attorney fees and court cosis'ii coiineclioYwitli defaCdl"of these payiiiiiit ternisby, 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT,PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL i3E INVOICED,UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT THE SELLER'S PRICE W 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 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. Anv tax or other governmental charge nnv,or hereafter levied upon production,severance,nmn it fact tire,delivery,storage,consumption.sale,use or shipment o1 Products ordrred or - solifis 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 deliverynt 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 ram%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 chargesfor notification priorto delivery,demurrage caused by Buyer,delay in unloading,diversion,or reconsignment will he 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 famished 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.NARRANTY/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 NON INFRINGEMENT.Buyer must notil-y 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 railed 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 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 manufactining processes of the Buyer or in combination with other substances or otherwise. 12. INDEb1N'IFiCATION.BUYER SHALL INDEMNIFY,HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES,OFFICERS, DIRECTORS, SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVES.(COLLCCTIVELY,n,TIi+L -7NDE,%NIFIED.-PART,IE.S") ER.OM,,AIJ_CLALIA$,LIABILITIES EEFOR , ------ DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FS)(COLLECTIVEI:Y`THE"LOSSES")FORANYbAMAGE 1NJURY, - 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,WITHOUTLIMITATION,BUYER OR ITS EMPLOYEES),WHETHER ARISING ASA WORKERS'CO\4PENSATION CLAIM OR UNDER TI IEORIES OF NEGLIGENCE.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 13REAC14 OF THIS AGREEMENT OR NON-COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. PHIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 13.SECURITY INTEREST.The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products famished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid.Buyer agrees to execute such financing statements and other documents as Seller may determine to be necessary to perfect such security interest. 14. GOVERNING LAN/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 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 modificalion shall be effected by the acknowledgment or acceptance ofpurchase order forts 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 ofthis Agreement,or the right of Seller thereafter to enforce each and every such provision. August 2014 -.Compass INVOICE _ Minerals — Page-1 of 1 PLEASEIREMIT TO/SELLER;'. FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER = COMPASS MINERALS AMERICA = P 0 BOX 277043 48-1047632 NET 60 DAYS 4/24/2015 71331896 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 NUMBERORDER TYPE 10995-AUGUSTROBBENSSONS - - `— —`-0 /2 /i 5_ W15005 1458502--— 1.458502--—SO-=- - CARRIER RAIL/TRUCK# EQUIPMENTTYPE 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 25.1100 TN 96.00 2,410.56 - - - SUMMARY: - - - --- -- - —7777 - — -- PRODUCT 2,410.56 FREIGHT&FUEL SUBTOTAL 2,410.56 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,220.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,410.56 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.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement")relate or arc attached. 2. OFFER. No terms iii 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 1_INIITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3: PRICE),'TA`ES. 1\CEPT AS-OTHERWISE-SPECIFIED IN THiS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITi TOUT NOTICE:- ORDERS WiLL BE INVOiC•ED UNLliSS.O'fIiER\'✓1S6 SPEC(1[ED'[N THIS AGREEMENT;AT SELLER'S PRICE IN EFI"ECT'ON'1'IIL'SCHEDULED DATE OF SIj1i NiENT; Prices on the invdreing doeulnent-atc net of till applicable discounts and promotional-allowances. Referenccs:.to,"tons"means short,toas,(2Q0Q Ibs.).uuless otherwise specified.,., Any lax or other governniental ha ges'no\n orlicreaft�i le ne8 tign:otl,productron,scvira cc, iuiufac(ure,delivery,storage 'consumption,sale,use or shipniCnt of Products ordered or sold are not included in Seller's price and will b.e.charggWJo_u>d paid-,y Bever. . d.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYIIEN'T;CRFDIT;PAST DUE ACCOUNTS. Buyer will stake payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to 1311yer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by lacy will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attomey fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to mAe'dclive'ryat the time arid in the quaritiucs Specified,and Sellcr shall not lie 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 dcf:mlts by carriers.extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance).strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action orally governmental authority,or other force ntajeurc 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.SH11"Iv1ENT COS'rS/7RANSPORTATION MATTERS. Unless othenvise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignnent 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 see that appropriate notatioli is ninde 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 employces/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTYTTIMF FOR MAKING CLAIMS. Seller warrants only that it will convey good title to(he Products and that,at the time of shipment,the Products will conform to the published specifications of Scllcr.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTI4ER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE.OR NONINFRiNGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective i'roducts. 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. LiNUTATiON 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 ol'Buyer or in combination with other substances or otherwise. 10. !'�!)F,?'N1FIC'TIO1:. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEiR RESPECTIVE PRESENT OR FUTURE F\I11 nl'I I's, O[I'l I.!ZS. DIRE(-TORS. SHAREHOLDERS, INSURERS, AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES"), FROM ALL CLAIMS /�Sr6R9I7+/ESDy,i)9AGES+SUIrTSFaPROC4EED.1 GS:+.CsOSTS+"AND�EXP,ENSES=(INCL"UDING'RL'ASONiiBLE�'ATaTORNEYS F)r'ES)(GOL�LEC'eTIVELYa14LOSSESy) FORiANY,-DAMAGE, iN'll'RY. DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OI' THiS .AGREEMENT. INCLUDING WITHOUT !.IAIla I rn� uiZ DVAIAGE TO ANY PRCIPFIZIW OR INJURY TO OR DEATH OF ANI' PERSON (INCLUDING, WiTHOUT UNUT.ATION, BUYER OR ITS ENIPLOYEES). VA"Iif t!II-IZ :AItl�iA� WORKERS'COMPENSATION CLAIM OR UNDER THEORIFS OF NFGI_IGENC'F.TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OI A\\ KIND, .\\U L\LN II'THE RESULT OR ALI_EGI:D RESULT OF TIME C'ONDUCl'. NEGLMENCE. ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WiTH APPLICABLE LAWS BY ANi'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(hereof,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 Imus 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 benclits 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 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 survive'shall survive this Ag�eentent's,termination/expiration and the,consummation of the transactions contemplated hereunder. -,.Compass INVOICE _ Minerals Page-1 of 1 PLEASE';REMIT TOfSELLER. FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P 0 BOX 277043 48-1047632 NET 60 DAYS 4/22/2015 71331111 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 - —04/22/15 - 1N15003 =-. 1456844- ____ 1456844-- - 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 24.8600 TN 96.00 2,386.56 SUMMARY: - - - PRODUCT 2,386.56 FREIGHT&FUEL SUBTOTAL 2,386.56 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .49,720.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,386.56 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>> > (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 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.-Baker agrees to make payment ahSelfer's:location and at the time and in'lfie;currendy specified on the Seller's invoicing•document.The Seller may,in:its sole judgment,:require:.:.; such other paynrent,terrns 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 the highest rate permitted by law will be assessed on all past due a'ccountsrl Interest charged on 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 iie bCved by Seller: Buyefagrecs(o r'einr6uirsc Seller 5ll afforitcy fees and`eourt costs"in'ctitineclion\with defa'ulfof 0iese"pdymenCterrns by Buyer: ' - - "" """'' 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT,PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED,UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT THE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. References to"tons"shall mean short tons(2000 lbs.)unless otherwise specified. 5. CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to the Seller subsequently accepted in writing by the Seller and(2)payment to the Seller of reasonable cancellation charges to be solely determined by the Seller.Except as otherwise agreed in writing,until the product that is identified on the front ofthis invoice("Product")is shipped, Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 6. CREDIT. Credit payment terms must have the prior approval 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,dcliverv,siorager consumption,sale,use or shipment or Products ordered or sold is ndt included in Seller's price and will be clArged'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 COSTSITRANSPORTATION NATTERS. Unless otherwise specified on the Seller's invoicing document,all transportation charges,including,but not limited to,carrier's charges for notification prior to delivery,demurrage caused by Buyer,delay in unloading,diversion,or reconsignment will be paid by the Buyer.Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B.point identified on the Seller's invoicing document. Products held or stored by Seller for Buyer will be at the sole risk of Buyer and Buyer will,be. , liable for the expense to Seller of holding or storing Product at Buyer's request. On passage of title,the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage,use or handling ofsuch Products. Claims for damage or shortage in transit must be made by the Buyer against the carrier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report famished 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.WARRANTYITIME FOR MAKING CLAIMS.The Seller warrants only that it will convey good title to the Product and that,at the time ofshipment,the Product will conform to the published specifications of the Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED,IS MADE BY SELLER,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FORA PARTICULAR PURPOSE,OR NONINFRINGEMENT.Buyer must notify Seller 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 detective 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(i)year after the accrual of the 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,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,INSURERS,AGENTS AND.REPRESENTATIVES(COLLECTIVELY,THE`INDEMNIFIED PARTY S� IRON ALI._CLAINIS„UTABILLI'ICS DAMIAUES,SU'ITS, LUDI PROCEEDINGS,COSTs XNbAPENSEs(INCNGREASONABLEATTORiNEYS`FEES)(COLLECTIVELY THE'LOSSES),FORANY�b`AMWOF,INJUIR _ DEATH:LOSS OR DESTRUCTIONOF 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 TI IEORIL'S OF NEGLIGENCE.TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND,AND EVEN IF THE RESULT OR ALLEGED RESULTOFTHE CONDUCT,NEGLIGENCE,ERROR,OM ISS ION,OR 13REACH 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 stale of Kansas without regard to conflicts oflaw 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 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 tents 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 lierein,will not be construed as a waiver of such provisions or options,nor in any day be construed to affect the validity ofthis Agreement,or the right of Seller thereafter to enforce each and every such provision. August 2014 s Compass INVOICE Minerals — Page-1 of 1 — — — PLEASE;REMITTO7SELLER.. FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA — P 0 BOX 277043 48-1047632 NET 60 DAYS 4/30/2015 71333487 — 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 ORDERTYPE 1Q995-AUGUSTROBBENSSONS _-- _ _ .__._.i45o53 . -1-14585.07----SC- - CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS DELIVERED TRUCK ITERRITORYCOB 76599 178 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.9500 TN 96.00 2,395.20 9 SUMMARY -— _ -' --- ---- PRODUCT 2,395.20 FREIGHT&FUEL SUBTOTAL 2,395.20 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .49,900.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-1743.7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,395.20 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 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 arc attached. it 2:OFFER. No terms in Buye'r's bid,*purchase order or other form shall be binding upon Seller. Seller rejects additionalldiffercnt terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREEMENT. •3:;PRIaS; TAXI S. EYCEP:T;a1S;OTHERWISE SPCC;IFIGD IN THIS AGREEMCNT RRICI 5 ItL'.SUBJCCT TO CHANtGL WTTIIQUT MITCE.'-012T5 I S NIIT B :I t n1G , ..,.:UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRiCE iN EFFECT'ON TFIE SNEDULED DATE OF SHIPMENT. Prices m,th.oJrivor,ing dpcutment ajoc net of.ahl rapplicabfc discounts?a nd piom'oiioiial 5llowances. Referunge$to;"tone'means shoq'tot>s(2,000 tbs')unless otherwise specified.: Any,tax or other governmental charges non br h�rca[lcr levied ---upon production,severance,manufacture,delivery,storage,consumption,'sale,use or shipment of Products ordered or sold are not included in Seller's price zq¢.«}lLl?c',c(targe�l,,to a)Id paid by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the eunTency 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 ofpayment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim arc owed by Seiler. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably wiihhl 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 a('the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION t\IATTERS. 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 side responsibility of Buycr. Buver will assume title and risk of loss concurrently in accordance with Seller'sinvoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and.will indemnify Seller against all claims for personal injuries or 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 notations 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 arc 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 ofthe railcars by Buyer. 3.WARRANTY/TINIE 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,1S MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FiTNESS FOR A PARTICULAR PURPOSE,OR NONiNFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer Atoll ba 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 Dont 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 1171'RP Ev1PLQYEES. FFICERS DTRFCTORS,SIIAREHOL.DGRS, INSURERS,AGENTS AND REPRESENTATIVES (COLE-ECTIUFLY,"IN JEivI"I IL"' PA2TIEa.;.'_R0 i( M \ 6 LA1�4j, L�IABILITiES,DAS\1r~GL�S S[JITS;.PROCP EEDINGS,GOSTS AND EXPENSES INCLUDING REASONABL ATTORNEYS"FEES)(COLLLCTiVELY,"LOSSES").F R ANY DAMA, E, INJURY. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR .ARISING OUT OF THE PERFOR\MANCE OF TIIIS AGREEMENT. INCLI'DINC; \1'ifllnl'T LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OP ANi' PERSON (INCLUDING. Wl1-1101'f LIAII-1-lI It 131 lIR t•R ;iS i MI'I t`1"I I>1. WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR LINDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILI Y.INTENTIONAL NIISCU\DUCT.OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION, OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and forcigin taws and regulations, including.tlu 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 latus 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 acknowledgmentJacceptance of purchase order forms containing different/additiotal terms shall lui'e force or effect. Seller's failure to enforce any provision will not,be a waiverof.its.right to enforce.such,provision or anyy 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 termination/expiration and the consummation of the transactions contemplated hereunder. CompassINVOICE _ Minerals = Page-1 of 1 - - - PLEASE REMITTOISELLER' FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER-11.1COMPASS - P O BOX 277043 AMERICA 48-1047632 NET 60 DAYS 4/30/2015 71333488 = 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 S _ 10995_-A000STROBBENSSON — - NEL- - 04%29/15 ` --- - W1-5004 - - -- - -1'458508- 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 - COB PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.2900 TN 96.00 2,427.84 �I SUMMARY PRODUCT 2,427.84 FREIGHT&FUEL SUBTOTAL 2,427.84 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,580.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743,7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,427.84 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 l id,-purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES; TAYLS..�• GaCE .T AS IOTHEIMSE SPECIFIED,IN THIi AGREEMFNT;.PRICF$„ARE S.UBJEC'P'TO`CHANQ WTl'H(.UT-NOTICE: -ORD? ,IS NY1LL Jai,1NV(Ji1QCpl UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OFSIiiPNSENT. Prices on thc;inwtcm .docpmepl iq'uu:gtald applicable discounts,ana promotional'allowances. Refercnees'to"tons”means short,tons(2000 4bs)unless otherwise specified:.!,Any;tax or othCr governmcut'aI charges"tsoit or h tcaltcr lwiod -upon production,severance,manufacture,delivery,storage,consumption,kale,use o'r sliipme`ut of Products ordered or sold'aic not included in Seller's price and will•bc-el?arg9d'.to and..paid b) 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")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terns must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5,I per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buycr with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court cO.,ts in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Selle'r'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 famishing requested information to Seller.delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTSITRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery.demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations aria 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 w'during unloading to identify any such damage or shortage and see that appropriate notatibn 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 filly 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/TINIE FOR NIAKING CLAIMS. Scllcr 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 NIERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall he 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(i)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WiTH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANi' 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 m otherwise. 10. iNDEISINIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND TiIEIR RESPECTIVE PRESENT OR FUTURE "WWEivIPLOYFES FFIC R ,-DIRE -To Ps-�HARE-}OLDL'RS,.LN $R4 GE ASN EPR S'NTr\T1VES OLLECTIV �;"IN G\dNl(F D Pr\RTES"1. FPwUVI \6L L\t tj. Lf ABILITIES;DAMAGES,SUITS,PROCEEDINGS,C STS AND EXPENSES'iNCLUDiN REASONABLE ATTORNEYS'FE=ES LL CTIVLLY, LOS S".Ft�R\t Y DAN ACE INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF TATS .\GRFEMENT. iNCTUDIVG WfTll!`Il T LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCL[DIAD. WITI101 f LIMI f,VI':(�`.. 131 1'f R OP 1 0111 O1'i 1 moi. WHETHER ARISING ASA WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NLGLiGEN'CE.TORT.STRICT LIAI3II-Ili.INI 1:�HuNAL\Asci;\ULC i.OR 1;1l 1-1 OF ANY KIND, AND EVEN 1F THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEtNIENT 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 Idly 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 Sellor to any chlim,penalty or loss of henefits 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 t(le jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force of effect. Seller's failure to enforce any provision will not be a Nvaiver.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 iermination/czpitation and-the consummation of the transactions contemplated hereunder.i - Compass INVOICE _ ' Minerals — Page=1 of 1 PLEASE.REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P 0 BOASSX 277043� S AMERICA 48-1047632 NET 60 DAYS 4/30/2015 71333489 = ATLANTA, GA 30384-7043 SOLD TO: 462129/ C54512 CARMEL UTILITIES SHIP TO: 505808/CS54614 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 ~— 1QRR5-AVGVSTROBBENSSONS - — W1Ut — - --1--145851-1- 1 04/30/15 - SL'-- --- -- - CARRIER RAIL I TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE7 EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.3600 TN 96.00 2,434.56 f. I SUMMARY: PRODUCT 2,434.56 FREIGHT&FUEL SUBTOTAL 2,434.56 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,720.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,434.56 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.PARTIES. "Seller'is identified in the"Remit To"section and"Buyer"in the"Sold To"section ofan invoice to which these Terms and Conditions of-Sale("Agreement")relate orate attached. 2.OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additionalldifferent 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.] FXCEPT AS_'OTH*FR ISESPECiFiED IN THIS AGREEMENT,PRiCE$;ARE SUBJECT-TO'CHANGI 1, 'S ORDERS'WILL'.BL'INVOICI D, 11NLESS.OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON T�{E SCHEDULED DATE OF 511IPIv1ENT. Prices on tyle in oicing tocunniit.ayc nei ill applicable discountsand promotional allowances. References,to,`tons':means short tons(2000 lbs..)unless otherwise specified. .Any.tax or other governmcnlal c)nrgcs"Ito ir.or herca0cr lcvi d upon production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold arc not included in Seller's price aqd.willlbc_chaiged to and paid,by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer er 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 I'or future deliveries or require reasonable assurance ofpayment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per montli(1S°.- 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 fiom the date of the invoice. Amounts owed by Buyer With Where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney Ices and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold Weather•partial or total failure of Seller's intended production,transportation or delivery facilities.etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action 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 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 6-shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the"Products until the railcars are released empty by Buyer to the rail carrier. Without Seder's prior Written approval. neither Buyer nor any of its employees/agents Will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TINIE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the PI'Odme[S 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)clays 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 he 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(I)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THiS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of-Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EMPLOYEES,OFPI ER D RECTORS,SfIARGHOLDL-RS, INSURERS,-AGENTS AN'D REPRESEN"C:\TiVGS COLLECTIVE lvDEbt\IEtGD Pr�RTIE"') ;P I BILITIES,.DAbfAGES,'SUITS;PROCGEDINGSt COSTS AND EXPENSES PNCLUDING REASONABLE ATTORNEYS`PEES) COLLE TIVL.Li:,"LOSSES"'.F. R ANY"D V\4AGE: " iNJURY. DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCZUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR i)F,v 11 OF ANY PERSON (INCLUDING. A ITHOU] LIA111.A 1"lu`,. B('l t R OR Illi I Aif'f E)l'I I WHE=THER ARISING AS A WORKERS'CONIPENSATiON CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT.STRICT LIABILITY,IN'fl-N'I IONAL Af15c'rt;�Dl'C'1'.OR FAULT OF ANY KIND, AND EVEN 1F 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 C011'IPLIANCE. Buyer and its employees/agents (1) Will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer Will deliver a certificate to Seller in a lornn 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 suhjec't matter Hereof;no modification may be made,unless in writing and signed by the parties and no acknowledgment/acceptance ofpurchase order forms containing diffcrent/additional terms shall have force oreffect. Seller's failure to enforce any provision will not.he a.waiver of its right to cnforce,,such provision or any other provision,then or thereafter. Any unenforceable provision shall Lie enforced to the extent it is enforceable.Any provision intended to survive shall suivive this Agreement's tcrmination/cxpiration and the consummation of the transactions contemplated hereunder. VOUCHER# 151774 WARRANT# ALLOWED 368932 IN SUM OF $ COMPASS MINERALS AMERICA PO BOX277043 ATLANTA, GA 30384-7043 I Carmel Water Utility ' ON ACCOUNT OF APPROPRIATION FOR i Board members i I PO# INV# ACCT# AMOUNT Audit Trail Code 71331838 01-6180-03 $2,359.68 '7133140 bl-UM-03 a,3'70.a4 -1 � DI-&180-03 x,4-9b•'SS S3 —a7 ol-(,1$o-03 d,3g1A•3,a 1133o-136 01-(o1`30-03 .2,40q•(,4 1133111 A 01-1-190-a3 , a,37q'ow �133i�gb -,D3 Voucher 1133111► D(-✓DISe-03 �,3g(�,56 �1333Q8'1 o!-1,Iti3D-o3 , a,3Q5.a0 71333I$�s ol-(0180-03 ,a,ya�.�� Voucher Total 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 5/5/2015 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 5/5/2015 71331838 $2,359.68 i I hereby certify that the attached invoice(s), or bill(s) is (are)true and correct and I have audited same in accordance with IC 5-11-10-1.6 Date Officer