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HomeMy WebLinkAbout245787 06/03/15 (9, CITY OF CARMEL, INDIANA VENDOR: 368932 ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECKAMOUNT: $****24,043.20* CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 245787 ATLANTA GA 30384-7043 CHECK DATE: 06/03/15 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71337332 2,414.40 OTHER EXPENSES 601 5023990 71337334 2,355.84 OTHER EXPENSES 601 5023990 71337771 2,391.36 OTHER EXPENSES 601 5023990 71338175 2,404.80 OTHER EXPENSES 601 5023990 71339168 2,441.28 OTHER EXPENSES 601 5023990 71339573 2,429.76 OTHER EXPENSES 601 5023990 71339574 2,403.84 OTHER EXPENSES 601 5023990 71339575 2,383.68 OTHER EXPENSES 601 5023990 71339990 2,408.64 OTHER EXPENSES 601 5023990 71340378 2,409.60 OTHER EXPENSES COMPASS MINERALS TOTAL PAID: $ 24,043.20 INVOICE # AMOUNT ACCOUNT 618.03 71339575 $ 21383.68 71337334 $ 21355.84 71339573 $ 21429.76 71337332 $ 21414.40 71339168 $ 27441.28 71337771 $ 29391.36 . 71338175 $ 21404.80 71339574 $ 29403.84 71339990 $ 21408.64 71340378 $ 21409.60 —-Compass INVOICE - ' Minerals — Page-1 of 1 - - PLEASE:REMITTOISELLER, FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER = P COMPASS OX 277043 48-1047632 AMERICA 48-1047632 NET 60 DAYS 5/19/2015 71339575 = 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 05119/1.5 --- W15004 1464604 1464694 SO CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# r REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.8300 TN 96.00 2,383.68 -SUMMARY' PRODUCT 2,383.68 FREIGHT&FUEL SUBTOTAL 2,383.68 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,660.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,383.68 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 TERiViS 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 Buyers bid,purchase order or other form shall be binding upon Seller. Seller rejects additional1different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF TI IiS AGREEMENT. .3:PRICKS;TAXCS:- EYCEP7.;AS-OTHERWISE'SPECIFIED:TN'THIS-AGREEMEiNT"PRICITS-ARE SUBJECT`TO-CHANGE 1';rlT1`10U"f"NOTICE:-ORDI:93.WIL,L71f.INJ;C�1,C1aJ. = =ItNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFfI�&6N"tl)r SCIIEDULED DATE OF`SIIIhNfElT. Prices on,llte un.o cnig dccttmcitt p e petof..ill lwiicalile discounts?ancfiproinoliatiiTallowances. References to"tons"nienns short,tons(2000:1bs.);unless otherwise specified.„r\ny tar or other governmental c)arrges nail oe jwreagt) I %ted u{ioii prpduction,severance,manufacture,delivery,storage,coitsump(ion„sale,use or ship nenCof hrotlucts ordered o `sold arc not included in Seller's price end trill be ghub tl to Ind paith,by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seiler and accepted in writing by Scllca'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.PAYi\IENT;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 13tivei 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 fix future dcliccric.. 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 15" per month I 1,X - 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 tile,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 ill connection with default of these payment terms by Buyer. SII ofd rsarc subJec`r o lcrs ab�ity to mot ticlncry 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 dclays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods.Tues,storms,or other acts of-God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or rate materials and supplies(including fuel),acts or omissions of Buyer.action orally governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buver's delay in furnishing requested information to Scllcr,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 danta.-;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'tisk of toss to Buyer, Btrycr 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 ally such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains ftdty 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.\\'ARRANTY/TI IE FOR MAILING CLAIMS. Seller warrants only that it will convey good tide to the Products and that.at the time of shipment,the Products will c0n1'ornt 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 MERCHAN'TABILiTY. FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENI'. 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 of any defect in the Products shall be limited to the replacement ofsuch defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of'the contract for sale or otherwise with respect to Products will be commenced more than one(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 WiT I Ti11S 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 or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS .AND DEFEND SELLER AND iTS AFFILIATES AND TI If!R RESPf Crl\'f- PRf nt\7 01, 1-1'II Ill F.\iPL(1\'EF.S.ovnc_RS.-DIRLC'T0RS,.SIIATZI-HOLDERS,INSURERS,AGENTS AND Rli.!'.ItLtili\l':\fJy;ES_(QO1_LLCTIVf_I Y,::I,\'1)Ial\II:ILJ 1'[li,t.ES ),.bRL•3�1 ALL CLAt;,l�. 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 \VITI-!OL'T LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER UR 1-1-S EAd1'Ll)1'EI:S). WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY.INTFNTIONAL NIISCONDI Y'T.OR FAI'I_T OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE-, ERROR. OMISSION, UR BREACII O1 TIIIS :\GRi:EMEN''1' UR NON'- COMPLiANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION S1 1ALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGRECNIEN'T. 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 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 anti foreign'laws and regulations, including the U.S:,Expprt 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.penaltyor loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts oflaw rules,and Buyer and Seller consent to talc jurisdic'lion 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 subjct 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 oI'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 A'er'ecmc Ws termination/expiration and the'con. nnmation of the transactions contemplated hereunder. a = Compass INVOICE Minerals Page-1 of 1 - PLEASE IREMIT TO/SELLER. FEDERAL ID#: PAYMENT TERMS INVOICE DATE INYQICE NUMBER RS AMERICA P O BOX 277043 48 1047632 NET 60 DAYS 5/12/2015 71337334 = 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 W15003- 1-t 0 1462260.- Sol. CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.5400 TN 96.00 2,355.84 SUMMARY: PRODUCT 2,355.84 FREIGHT&FUEL SUBTOTAL 2,355.84 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,080.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,355.84 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 Salc("Agreement")relate or arc attached. 2.OFFER. No terms:: in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EX PRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGRFENIENT. 3 PRICES TAXCS. Gat�Si6TFIERWISE'SPECIFIED.INTH S'AGREEMENT:.PRICES ARE;'SUBJECT`TO CHANGE W;ITIlOQT-NOT1(f`--ORDLRS JNViLL I3EANVOtCfo, _-UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFPrs&ON j FIE SCFIEDULED DATE OF SI'I(PK,IrLNT. Price,gn, then prc1na docinmen[1 nC[pf r91 applicable discounts:..jnd promotioitul'allowances. References.ro;'tons"means short.tons(2Q00-Ibs.)unless etherise spec-ifico:,Any tax or other govcrnnidn al charges uory(it-lici6;t)tcr) t i0d upon-production,severance,manufacture,delivery,storage,eollsuiaption,kale,use or shipment sof('roducts ordered oi`soldl a C riot included in Seller's price and,tyill,ve-chat�c<i to,aiid{aai 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 arid(2)payment to Seller ofreasonable chncellalion 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.PAYIYIENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified mn Seller's invoicing document. SCIICr may.in its sole judgment. require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(t 8", - 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 Seller. Buyer agrees to reimburse Seller for all attorney feces and court costs in connection with default of these payment terms by Buyer. �"`6�DELAYS:Alfbrders art 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,v:ar or fret 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 autho ity,or other force majeure event). Buyer shall be liable foram added expenses incurred by Seller because of Btiycr'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 charge,. including,but riot 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 Ind ordinances and will indemnify Seller against all claims for personal injuries orproperny 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 Inas the responsibility to inspect shipments before or during unloading to identify any stich'damagc or'shoriage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities.penalties,demands and taxes directly caused by or incidental to such use of tlne railcars by Buyer. 8.NVARRANTY/TINIE FOR MAKING CLAIA4S. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform io the published specifications of Seller.Seller's specifications arc subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND.EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF iNIERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify,Seller orally claim with respect to Products,wananty.orally other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement ofsuch defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such dcicctivc Products. Subject to the notification of claim provision above.no action for breach of the contract for sale or othenvisc 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 13ASI-D ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products deli+-creel hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALT_ INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIAI -S AND THEIR RESPI'('TIVE FI%f'!V'F 01R Ft'II RI- EmpmYri-s.ovFicv.RS, DIRECTORS.SHAREIIOLDERS..INSURERS -AGNTS_1N,P lI3P[2ESLA�TATIYFS,L�OLLECTIV'EL1, atii) :Al�ll lLll P,'ia_1Lb.'], Lt;u�L:iL:� LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES').FOR ANY DAMAGE. INJURY. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WITHOUT LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMI'T'ATION, BUYER OR 1TS E,NIPLOYIiI S), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT,STRICT LIABILITY.INTENTIONAL,MISC'ON'Dt'("1'.OR FAl I T OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR, OMISSION. OR IIR17AC H OF THIS AGRLLMENT 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 theiclbi 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 necessaq-to perfoet such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws:and(3)will cooperate with Scllcr in any audit/inspcction 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 ofor 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 tuc 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 acknowlcdgment/accept ince of purchase order forms containing different/additional terms shall halt force or effect. Seller's failure to enforce any provision will not be a evaiver of its right to,enforce such provision orally 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 AgrccrinenCs lermination/expiratidn'and the consi r oration of the transactions contemplated hereunder. CompassINVOICE Minerals Page-1 of 1 p PLEASE REMITTO/SELLER . FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER P O BOX 277043COMPASSMINE48-1047632 AMERICA 48-1047632 NET 60 DAYS 5/19/2015 71339573 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-AUGUSTROBBENSSON7 -- - — - - - 05,'18;15 - W15005 - 1.464691. 1464691 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 25.3100 TN 96.00 2,429.76 SUMMARY: - -- -- - - � _--�---------_-_ - PRODUCT 2,429.76 FREIGHT&FUEL SUBTOTAL 2,429.76 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,620.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7268 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,429.76 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 are attached. 2.0 FFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additionaVdifferent terms in such Buyer's documents. SELLER'S OFFER iS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREEMENT. -3.PRICES;-TALE$.,,.,E,X-CF-P.T:AS OTiTERWISE-SPEC!FLED:IN-THIS"A-GREEN1ENT' -PRICES-ARE SUB.!ECT'TOrHANGE-1VITHOUT?CO`tICH- 'ORDERS \V,ll L BE:NVo(C4;D, UNLESS OTHERWISE SPECIFIED YN TIIIS AGREEMENT,AT SCL trR'S PRICE IN EFFECT Obi"TRE SCHEDULED DATE OF S14iPMENT. Prices()it the,imotcul'�ofnmerit prg pet RL;Ill ''applicable discount- iid Pr6ntotioriaDallowances. References to;'tmns"means short tom(�OQO 1lla;)unless othcrnise_Speoified ,."Any tax or outer govcriniinctiliil'charg"s'iiow of het-t,1tcr7, cd upon production,severance,manufacture,delivery,storage,consumption;sale,use or sfiipitien 16i"Yrotfucts ordered oi"sold.ate not included in'Seller's price all '11 e, owant)Patd,hy Buyer.f 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 Scllir("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 titre 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 frill 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 rcasonabic grounds for insecurity arise with respect to due payment from Buver or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof.to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per nionth(19 - 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 Buffer 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 default of these payment terms by Buyer. 6.DEL`AYS.`All orders are s'MijeCU`to'Seller's ability to make deliv"cry at the time'and in the gaanfiiies 0&ificd,an&Seller shall'ndl be Iiablc.`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.SHIPNIENT 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,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 indenmify 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 file responsibility to inspect shipments before or during unloading to identify any such damage or shortage and sec that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to supporta claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible br- and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that.at the time of shipment,the Products will conform to the published specifications of Sellcr.Seller's specifications arc 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,wan"atny,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 it 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.LiNIiTATION 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 Buycr or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPE(TRI P!:FSF\'"F OR FPTt`l:l FMPLOYEES.OFFICERS. DIRECTORS. S11;\REI:IQLDERS,.1\SURERS,AGENTS.AND,REPRESENTATIVES (COLLECTIVE-LY."FDFNI\1111 D PAR lI S ). FRO,! ALL L V L,�. LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(!INCLUDING REAS6NAI3LE XTTOANEYS'FEhS)(COLS ECfiIVELY, tLOSSLS' ,rbR tN Y DP�lA ,b. 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 F 1Pl_O)"EF'.SI. WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILiTY.INTENTIONAL.N11S('O\I)l'C'T,OR F\I'LT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. ONIISSION. OR RRI.\CII OF THIS AORIT-MINT OR NO,\- COMPLIANCE WiTH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OFTHIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and'foreign laws and reguilafions,'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.Buycr will deliver a certificate to Scaler 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 Scllcr consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agrecnnent constitutes the entire agreement regarding tlne subject matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowlcdgment/acceptance of purchase order forms containing difPercrWadditional terms shall hive force of effect. Seller's failure to enforce any provision will not be a waiver of its-right to,enforce such.provision or;any other provision.tben or thereafter. Any unenforceable provision shall'be enforced to the extent it is enforceable.Any provision intended to survive shallstirvive this Agreenien't's"terminationlexpirition and the'consummation of the transactions contemplated hereunder. ® Compass = INVOICE Minerals — Page-1 of 1 PLEASEREMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE two 'E NUMBER COMPASS MINERALS AMERICA = P o BOX 277043 48-1047632 NET 60 DAYS 5/12/2015 71337332 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 - 05/12/15 W15005 1462257 14622E7 SO CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. 1FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.1500 TN 96.00 2,414.40 SUMMARY: - -- ---- ------ PRODUCT 2,414.40 FREIGHT&FUEL SUBTOTAL 2,414.40 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,300.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,414.40 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (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 m are attached. 2. OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES; TAXES. EXCEPT�4S'OTHERNVISE SPECIFIED IN THIS-AGREEMENT; PRICES ARF-SUBJECT TO,CHANGE-WITHOUT,NOTICE.-ORDERS WILL BE'INVO10El), -o:UNLESS OTHERWISI SPECTFiED.IN THiS AGREEMENT;'AT'SELLFrR'S PRICE IN EFFECT ON THE SCHEDULED DATEOF SHiPMLNT. Prices on the im;bi:it tdoutiiunt trctiu ofa11 ,applicable discounts fflidj�roi)iotibiallallowances. Refelegces•to:'tons"means shgrt.tons(.1000 lb,..)unless otherwise specifico... Any tax or other got rnindritel'ehatgez`non or li re}fl�r ) ied upon production,severance,mariufac'iure,delivery,sta.age,cot sfunpuion;sale,use br shipYindnt of i roducts Ordered ot-sold`dre4iof included in Seller's price aui,wrU.be char ed m ar(1 92jc(`Uy Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Sefler'and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except is 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(arid mqy 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 solejtt(Ignncnt. 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 tenets must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment.and in the absence thereof;to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(I S%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by.Scller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. _n 6.DELAYS.'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 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,ctc.,floods.tires.storms;or other acts of God.%vat-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 BuVCr,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. SHIPi\IENT 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 ofBuyer. Buffer 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 ail 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 Btryer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties.demands and taxes directly caused by or incidental to such use of the railcars by Buver. S.\VARRANTY/TINIE FOR MAKING CLAINIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANi'KiND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES Of: MERCHANTABiLiTY, FiTNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller.the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement ofsuch defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(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 ANi'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 RiiSPI-C'FiVF i'It!SPS I'()I, I I'Ii RF EMPLOi'LLS_OFF Itr'ER$,,PIRECTORS,SIIAREIIOLDERS, INSURERS,AGENTS AND RLI RCSENT,ATIVES_(COLLECIl\I:Li',"lt\DLaI\'ll I1 U 11R 11 5 R V .ILL (! 1.i',1., LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING RLASONABLEATTORNEYS'FEES)(COLLECTIVELY;"LOSSES"),FOR ANY'19Av1 ' INJURY. DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OP THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LliMITATION. 13l'Yl-R OR iiS 1 \II'I t!1'I I ;)- WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY.INTPN'fl0\4\L N1I'< 'r t\f)L'C'T.OR I Al L I GI_ OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NLICENC'E. ERROR. OMISSIIIN'. OR BRL-A11 OF-Illii AGRL-LMEN 1 Ole .NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERi\91NATION 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 cnnployees/agents (1) will comply with all applicable U.S. federal, state, local and foreign:laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request.Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.NIISCELLANEOUS. Matters arising out of or in connection with a sale hereunder Will be governed by Kansas laws without regard to conflicts of lath 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 acknowlcdgmcnUacceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thereafter. Any unenforceable provision shallbe enforced to the extent it is enforceable.Any provision intended-to'sitrvive shall survive this Agreement's tertmunation/expiration and,the c,o'nsummation of the transactions contemplated hereunder; .Compass INVOICE _ Minerals — Page-1 of 1 PLEASEREMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P o sox 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 5/18/2015 71339168 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-AUGUSTROBBENSSON.S 05/18/15 W45005 1464680: 1464680 SO CARRIER RAIL f TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 I - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.4300 TN 96.00 2,441.28 i i I i SUMMARY- PRODUCT 2,441.28 FREIGHT&FUEL SUBTOTAL 2,441.28 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,860.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,441.28 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERtbIS 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 Biyer's bid;purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLE'R'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES'TAXES:,' EXCEPT ASIOTHERWISE-SPECIFI,ED IN T111S'-AGREEMENT;-PRICES,ARE SUBJECT-TO-CH-ANGE-\ill-THOUT-NOT16,E:-ORDERfr1VIL- BE h'dk_OIGE{l, UNLESS OTHERWISE SPL'Cll~iCD IN THIS AGREEMENT,AT SLEC£ 'S PRICE IN EFPEC T ONl THE'SCHEDULED DATE-OF'Sf1lPft4>Nf'. Prices on the invorcin 'ak_ itt nle i bf hll apnlieabl'e discounts:atid prontoliona� Ilowmtees. References.to tions'means short tons(?OOO.Ibst),unless otherwise specified.. Arty tax or other goveminetitttl chtirgcs- in o}hereafter, lei ted .'_Lpon_prgduction,severance,maritifacture,delivery,storage,ebtismill5tion,sale,usc'or'shipment of'Prieducts ordered or's69d are'racil included in Seller's price agd 6?II,bG.cliaigCcl4I i rid 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 lias no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will 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 or Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or%with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(19%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of thcsc 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.Gres.sterols,or other acts of'God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action orally governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION D9ATTERS. 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 reconsiLriment 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 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 die Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR MAKING CLAINIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment.the Products will conform to the published specifications of 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 shall be entitled on1v 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 or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEiR RESPECTIVE, 1'RESF.N'T OR FUTPRF E,NIPI Ol'"EES,OFFICERS, DIRECTORS,SHAREHOLDERS, INSURERS AGENTS AND ItEP ESE OT�TLV,ES..(CQLL_,_CTIV- Y, ;JNDEMNII ILD t',up1 LS !RO.\I .',LL CLAIMS LIABILITIES, IL -PROCEEDINGS,COSTS AND EXPHNSES(fNCLUDINGREASONABLE ATTORNEYS'PEES)(COLLEC'ITIC ELI';"LOSSES")r�"5(R AiVY D\Zv4AGC,' INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WITH011T LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LiMIT;ATION. M Yf" (ih IIS 1-Mill_OVH.SI. WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.INTENTIONAL\IIS(ONDt (7OR PACI.T OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE C'ONDUC'T, NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THiS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state,local and foreign laws and regulations, including the U.S:Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller.to atiy 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 Corin 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. 1 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 lite entire agreement regarding the subject matter liereofi 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 shrill 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 surviSe'slrall survive tliis A'greem'en't's ternimation/cxpitation:and thc'consummation of the transactions contemplated hereunder. s —-Compass INVOICE Minerals _ Page-1 of 1 PLEASE.tEMITTO/SELLER: i FEDERAL ID#: PAYMENTTERMS INVOICE DATE INVOICE NUMBERCOMPASSMINE .. P O BOX 277043 48-1047632 AMERICA 48-1047632 NET 60 DAYS 5/13/2015 71337771 ATLANTA, GA 30384-7043 SOLD TO: 462129/ C54512 CARMEL UTILITIES SHIP T0: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM I DATE SHIPPED CUSTOMER PO BILL OF LADING ]ORDERNUMBER ORDER TYPE 10995-AUGUSTROBBENSS.ONS -- --- 05/13/15 - - -W1 5604- 1462261 1362261 SO - CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS 71TORY76599 178 - PRODUCT DELIVERED TRUCK08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.9100 TN 96.00 2,391.36 SUMMARY• PRODUCT 2,391.36 FREIGHT&FUEL SUBTOTAL 2,391.36 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,820.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17268 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,391.36 WE APPRECIATE YOUR BUSINESS IN US DOLLARS on the reverse side of this Invoice CREDIT NOTE >> > R it Sale of Goods is subject to the also available and Conditions of Sale IN US DOLLARS (Terms and Conditions of Sale are also available at www.nasalt.com). TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section oran invoice to which these Terns and Conditions of Sale("Agreement')relate or arc attached. 2.OFFER. No teras in Buyer's bid.'purchase order of other form shall be binding upon Scller. Seller rejects additional/different terns in such i3uyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3, PRICES TAXES E�CERT AS,OTHERWiSE"SPECIFIED IN TRIS"AGREEMENT,"PRICF-S.ARE,SUBJECT TO-C14ANGG WITHOUT NOTICE: 'ORDERS}NTLI BE INVOICED. UNLESS OTHERWISE SPECIFIED i(V THIS AGREEMENT,AT§ELLER S PRiCE iN LFi CCT 014 THE SEHBDULED DATE OF SHITMEi T. Prices on tllc tnvot ins'documcnl�t4 net of t}I aiipp 7icable ciiscountsabh pi 41n ici;ll allowances. References tck NOns'means shorGtons(3000 Itis.)xmless othcrwisc:spccilied,!'Any tax or other governfiental hart e5'notC`61'tictea ter l t t upon production,severance,manufacture,delivery,storage,coiisumlifion,kale,use or shtpnnciil or� Produets ordered or sold arc'not titcludcd in Seller's price audnvill bc,phar cd to„and pani,hy Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Scller and(2)payment to Seller of reasonabte cancellation charges to be solely determined by Seller. Exccpt as otherwise agreed in writing,until the products identified in Buyer's purchase order its accepted by Seller("Products")are shipped.Seller has no obligation tinder any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;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 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 invoicine document. Whenever reasonable grounds for insecurity arise with respect to clue 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 Buyci's order. A finance charge of the lesser of 1.5%per month(1 S%- 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 stay claim are owed by Seller. Buyer agrees to reimburse Seller Cor all attorney fees and court costs un connection with de Gault of these payment terms by Buyer. _ ,;,.5. 6.DELAYS. All orders are,subject�to Seller's ability to make delivery at the tints 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 ol" 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,of other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requcsied inronnalion 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 Setter's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,sivitching,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 Sellers invoicing document On passage of title,Buyer is then responsible for proper protection of Products.and compliance with ail 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 approprinle notation is made on the delivery tickets or all 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 sulcly 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 approvat,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,dermoids and lases directly caused by or incidental to such use of the railcars by Buyer. 8.WARRANT YITINIE FOR MAKING CLAIYIS. 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 RIADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILiTY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Bayer must notify Seller of any claim with respect to Products,warranty.or any other claim under this Agreement within thinly(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 reined),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 olhervise 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 13UYER OR ANY THiRD PARTY FOR ANN' INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETi[ER BASED ON WARRANTY, CONTRACT, OR TORI (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 RESPF,CTiVE PRESENT OR Ft'Ti RF OFFLCE.RS, DIRECTORS,SHAREHOLDERS,.INSURERS AGENTS AND REPRESENTATIVES (COLLECTIVELY TNIJE\I\It l[ll P.\t I IL '), t Rl)�i ALL (LAIa.�, EMPLOYEES, �LTIABIiifPfESyDAAIAGES SUITS.PROCEEDINGS,COSTS E\ND EXPENSES(INCL"UDiNGSiiIE'ASON'r\BL'E'A'TTORNEYS-FEES)-(COLRLL'Z,TIVCLYPb2afANY DAN@nG'L; INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF 'THIS AGREEMENT. INCLUDING \1'ITIIOIrT LIMITATION, LOSS OR DAMAGE TO ANY PROPE=RTY' OR INJURY TO OR DEATIi OF ANY PERSON (INCLUDING. WI [10I'f” L.l\fI"I'.\"I It)N. M"t LR OR ITLI F WHETHER ARISING AS A WORKERS"COMPENSATION CLAiM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT 1_LARTI-I"ll'.IN'F EN I(7N',1L Ml�t ',*\PI OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT.NE(;LiGENC'E. ERROR. OAiItiSIOA, t)R ISR[ACll UP THIS AGRLEMEN'1 OR NUN- COMPLiANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 1 L SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest inall Products furnished by Seller and the proceeds thereof.until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended front time to time(collectively,"Laws"):(2)will not subject Seller to any claim,penalty or loss of benefits trader the Laws;and(3)will cooperate with Seller many 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.INIISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law Hiles,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subj ci matter hereof;no modification may be made,unless ill writing and signed by the parties:and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall hti�e force or effect. Seller's failure to enforce any provision will not be a waiver of its right to e.nforce,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 termination/expiration and the cons ununation of the transactions contemplated hereunder., i — Compass — _ ' Minerals INVOICE Page-1 of 1 PLEASE!REMITTO/SELLER. FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSP O BOX 277043�LS AMERICA 48-gO47632 NET 60 DAYS 5/14/2015 71338175 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 S.,AUGUSTROBBENSSON -- - -— 05/14/16 - - - W,5601 - —i 462262 1462262 SO—--— CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. ' FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.0500 TN 96.00 2,404.80 SUMMARY: PRODUCT 2,404.80 FREIGHT&FUEL SUBTOTAL 2,404.80 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,100.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-1743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,404.80 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.nasait.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Salc("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. ".a. PRICES;TAXES. IzYC_�,T ;OTHER\VISE SPECIF,I,E4 IN,,THIS AGRtE\%IEN1', PItiQES ARFSUBJECT"TO-CHANGE;WIT TOUT NOT'i.CE:-"ORDERS WI Ll- 11E(',1V010ED: UNLESS.OTHERWI.SE SPECIFIEDTN THIS AGREEMENT.AT SELLER'S PRiCE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices ol,the,inwlujit do"C' sent are net of till applicable discountx;and promgtiohal,allowances. Rcferences,Yq';'lon5"moans short tons 52000 Ips:};unless otherwise spectfit d: .Any,.tax or other govenu'i lal charges'now•of heteiifterlei iqd •-uponproouction,severance,manufacture,delivery,storage,consumption,stale,use or shipment of Products ordered or sold arc"not included in Seller's price and will,be.gliargcd 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 or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed 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 cowl Costs ill 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 COSTSfrRANSPORTATION 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.trill indemnify Seller against all claims for personal injuriesor,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 SUC11 damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products' risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Btiyer. S.\1'ARRANTY/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 Sellcr.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY 01'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 NONINFRINGEIv1ENT. Buyer trust 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 propose,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 "FORT (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. INDEMN1rICATEON. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRFSFN-1 OR F171 RI _LNIPLOYEES OF.FICLRS• DIRECTOR"S;-_SHAREHOLDERS.INSURERS AGENTS AND_REPRESENTITIV[S,.(COLLECTI\LLY,•"IN `aI 1I D i'A;i:1 L a I E'1'lii.l A..LL CLAE,ls. LIABILITIES,17AMAGES;-SUITS:'PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(C6LLGCTIVLLY;"LOSSES"),FOR AN1 DP MAGE, " INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. iNr-I-I'DING WETHOI'T LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATII OF ANi' PERSON (INCLUDING. WI fl101IT LINiITA'I10\, Ill Yl R lilt IT,, I,AIPI_trl 1"1�). WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORi-S OF NEGf_IGFNC'E.TORi-.STRIC'T LIAMI-11Y.IN fl NTI()NAI NiIS(nAI)I'CI,OR FA1 I_I OF ANY KIND. AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE C'ONDUC'T. NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGRLEN[ENT 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,moil the purchase price therefor is Rill),paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (I) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively."Laws");(2)will not Subject Seller to any claim,penalty or loss of 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 6y 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.DIISCELLANEOUS. 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 Scller consent to tlic 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 hack force oneffect. Seller's failure to enforce any provision will not be a waiver ofits right to enforce such_provision•or any other.provision then or therea0cr. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's terminatioti/expiratiori and the consummation of the transactions contemplated hereunder. Compass — INVOICE Minerals Page-1 of 1 p - - PLEASE REMIT TO/SELLER: 4' FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 5/19/2015 71339574 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 _— - -- - - 05/19/15- —--=W15003- -- - 1484692 -- -146692 -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 25.0400 TN 96.00 2,403.84 — - SUMMARY: PRODUCT 2,403.84 FREIGHT&FUEL SUBTOTAL 2,403.84 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,080.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,403.84 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>> > (Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS Oi'SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold Tti'section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terms in Buyer's bid;purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3..:PRICES; TAXIy$, fi�C PT;A$'OTifERWISE`SPLCIFiED".iN.THIS""AGRL'E\9L'NT"'gR1Ci S r\RC:SUBJL'CT-TO CftAi GE,1ViTHOItT N4'PCE." ORDER 9\'I[.L BE iNVOICGD„ :.:UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFF CT'ON THE$GI-IEDULED DATE OF`SlliPYCENT. Prices en the utvoretmg iiocuntf;tir ar.het f all applicable discounts;.and promoi on3l' llowanccs. Refcrenccs;m,dons"means rho •tons(�Op.O ibgl)unless otherwise,pcctfI ic.& A.ny tax or other gavcrnMCI rafehatgcs'ilow bI wrcg}tel h tiC i upon production,severance,manufacture,delivery,storage,consiimplion,sale,use or shipment of Products ordered ofsold'arc"not-included in S'eller's price and artll.l1�chatged,fo'dnd pltd 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(?),.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 my 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 solejudgntent. 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 Buyerand 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 i.5"A per month(I - APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed front the date of the invoice. Amounts owed by Buver 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 default of these payment terms by Buyer. 6.DELAYS. All orders are stibjeci'to Seller's ability to make-delivery at the lime and in the quantities specified,and Seller shall not be'liable Tor 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,tires.storms,or other acts of God.war or act or public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fiuep,acts or omissions of Buycr,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 belay in furnishing rcquestcd..information to Seller,delays resulting front order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Btryer. 7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buycr. 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 ordina ces.and will indemnify Seller against all claims for personal injuries orproperty damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify airy such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection repot 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 railcar 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 Itdly 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.�VARRANTl'/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 O1IifiR WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED.iS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCIIANTABiLITI', FITNESS FOR :\ 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 Sclicr,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose.then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMfTED 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. IVDEIINiFIC\TION. BUYER SHALL INDEMNIFY, FIOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRE,"'ENT OR FUTI'RP CNIPLOI'EES,OE-ICCRS DIRECTORS,SHAl2EC3IJLDEI�S,_INS.URERS AGENTS AND_REPRESf.\"f\TINES (COLLECTIVLLI;-_"NJ�Eb-INllll D 1 l$fltS ), IRU\I.\L CL V\i�, LIABILfTIESr#DANIAGES;>SUITS:PRO-EEDINGS;;COSTS AND EXPENSES(INCCUDING'RE 1SONABLE ATTORNEYSt FEES)"(COLLEG"fl\rELY,"LOSSES").FO ANY DAtaIAGti, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGTREEMENT. iNCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANi'' PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLL'DiNti. WITHOUF LIVIIAI I()A, RI YJ N nR 11', I AII'Lt11I I I WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT.STRIC"I I IAMI 11-Y,INTI O1 UI ( I,OR I:vI I I OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE. ERROR. OMISSION. OR BREACH 01"11115 AURLE,MI-NIT OR \U.A- COMPLiANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERi\lIN'ATION 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.'Ideal 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 forret provided by Seller.pertifying such matters as requested by Seller,as required by the Laws,or peraining 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 Scllcr 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 subj}cu 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 ht(vc force or effect. Seller's failure to enforce any provision will not be a waiver.of its right to enforce,suet}.provision,ot qny 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 terminatimt/expiration and rbc: nsummation of the transactions contemplated hereunder:' Compass — INVOICE Minerals Page-1 of 1 p PLEASEREMITTOISELLER FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P o BOX 2 MINERALS0AMERICA 48-1047632 NET 60 DAYS 5/20/2015 71339990 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 —-- 05/20/15 - kX/15091 -- 1464696 _ 1464696 SO CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.0900 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 1-800-743-7258 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 TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3 TRIC ;1A ES. LYCLPT`AS'OTHERWiSE'SPECiFiLD IN"THiS-AGREED4ENT, (RICES ARE SUBJECT TO CIIANGE"1VITIjOUT NOfICt `ORDERS 1V'1Li BEaN O1GTD. __UNLESS.OTHERWISE SPECIFIED IN THIS AGREEMENT.AT SCLLl Ik'S PRICE IN EFFECT'Ohl TFiE SCHEDULED DATE OF SI(ifjMENT. Prices on,Iheinvotwti ;3ncunleli('aic rte[oj,.r f "applicabl'c discounts,fund ptotinoiionafallowances. References;to,"tons':means shore tons(2000 lbs:)unless otherwise spec ific.d. ,._Atay tax or other go Vert]neiifal'chhrges,tion or heteaftea Ycvicd -upon production,severance,manufacture,delivery,storage,coinsmnpiion,sale,use or shipment 6FProducts ordered oc sold ai'e"liot'i eluded in Seller's price anal wtll.be<lvai' c(•fo",and,pltd,l y Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller.and(2)-payment to.Seller of reasonable-cancellatioit 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 Sellei("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 stake 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 paynrnt 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 S",-6 per month(IS°b,- 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 announts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Scller for all attorney lira trod court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are`subjec[to Scllers ability to makd'dcliJcry at the time:and in the quaiiti2 s specified,and Seller shall ni 'Compass = INVOICE _ ' Minerals — Page-1 of 1 - - - PLEASE"fREMITTO/SELLER FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBERCOMPASS; = P O BOX 277 �LS AMERICA 043 48-1047632 NET 60 DAYS 5/21/2015 71340378 = 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 - 05/21/15 VV15005 - 1464697 146469? 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 25.1000 TN 96.00 2,409.60 SUMMARY: PRODUCT 2,409.60 FREIGHT&FUEL SUBTOTAL 2,409.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .50,200.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,409.60 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject tot he Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and`Buyer"in the"Sold To"section ofan invoice to which these Terms and Conditions of-Sale("Agreement')relate or are attached. 2.OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS ...EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF TI4IS AGREEMENT. 3. PRICES;'TAXES.: EXCGP.T.AS OTHERWISE SPECIF,IED.IN.THIS AGREENIENT, PRICES,ARE-SUBJECT TO CIIANGWiTHOUT NOTICE. ORDERS WILL B[ JNVOICEl: UNLESS OTHERWISE SPECIFIED IN TH1S AGREEMENT,ATSELLLR'S PRICE iN EFFECT ON THE SCHEDULED DATE 617"S IIIIrMENT. Prices on fl}c i voturi�,dpciim of ate ni f of tall '`,applicable discounts aiid promotioiral:allowances. References to"tons "means short-toils(2000 lbs;)unless otherwise specified, Any tax or other governnielltal cIlarCcs,Hii o1.r�IiciCafter levied _upon production.severance,manufacture,delivery,storage,corisumpii6n,sale,use'or shipment of Products ordered or sbld air not included in Seller's price and�w�ilLtie.changed.tb and jnaicl by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(I)written or oral notice to Scllcr and accepted in writing by Seller anti(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing.until the products identified in Buyer's purchase order as accepted by Seller("Products")arc shipped.Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may.in its sole judgment, 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 dolivery 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(lS°4,- APR)or the highest rate permitted by law will be assessed on all past due accounts. interest charged on it past due invoice will be assessed from the date of the invoice. Amounts owed by Buver 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 lees 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 fits lailure 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,els.,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 omission.of Buyer,action orally governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges. including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention,.delay in unloading,diversion,or reconsignmcn 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 front the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage of shortage and sec that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support:t claim. Upon transfer of the Products'risk of loss to Buyer. Btiyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval.Buyer remains fully responsible rot 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 MAKING CLAMS. Seller warrants only that it will convey good title to the Products and that,at the tine 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 reined),available to Buyer on account of any defect in the Pi-oclttcts 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 shalt 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 othmvise 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 TH1S AGREEMENT WiLL BE Li\-iITED TO THE NET PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY TiIIRD 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 PRFSEN'I OR FI -i'RE 1'LES ,,OPFICERS.DIRECTOR ,_Sl�l�AREHOLDLR ,S'SURERS,1\GENTS.AND RFPRFSENTATIVES (COLLECTIVELY;"INDE`1NlF11H) PAI<1L r ._;�+ 1-ALL-GLUNIS, LIAi31L%TIES;bAt\4f\GES.SUITS PROCEEDINGS,COSTS AND EXPENSES(INCLUDING RCASONABLE ATTORNL'YS'FEES)(COLLECTIVELY."LOSSliS").FOR A�`lY DA\4AGL, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RE-L\TiNG 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 (INCLUDI\'G, i\'ll'IIOUT LiMITAI1() 111 Yf G (,:; i1'S I \1111 01'! I �). WHETHER ARISING AS A WORKERS'COMPENSATION CLA IM OR UNDER THEORIES OF Nlr(;I.IGENC'F.TORI.S I RIC'I LIAMI I I)'.1\I E\I MV\!.\li ('t \Dt t 1'.OR 'rat LT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESIILT OF THE CONDUCT. NEGLIGENCE, ERROR, OM1SSIuN, OR BREACH OF THIS AGREEMENT OR tA'OaA'- 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 panics as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations.the U.S.Foreign Corrupt Practices Act.and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller to any claim.penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspcetion relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a forms 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 ilnc 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 ternns 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 bg enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's termination/expiration and theconsummation of the transactions contemplated hereunder. , VOUCHER # 152003 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 PO# INV# ACCT# AMOUNT Audit Trail Code sq 71339575 01-6180-03 $2,383.68 X3395-7 S '` . aqa.`l e-%o 'Z 1,52s I 33 2 << , a4 I q.qb 'I�33Gr�� " a�k1.Zg aLtDL� � �Ii33a 5� DQD3'%q aL(ug.64 Voucher Total�dy3.lb$ - 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 5/27/2015 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 5/27/2015 71339575 $2,383.68 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