246749 06/30/15 0��_e,q+, CITY OF CARMEL, INDIANA VENDOR: 368932
ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $****31,352.64*
,_� CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 246749
M«oN�. ATLANTA GA 30384-7043 CHECK DATE: 06/30/15
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
601 5023990 71345504 2,393.28 71248255
601 5023990 71345504 2,418.24 71343855
601 5023990 71345504 2,453.76 71344584
601 5023990 71345504 2,425.92 71345041
601 5023990 71345504 2,408.64 71345954
601 5023990 71345504 2,351.04 71345955
601 5023990 71345504 2,385.60 71346397
601 5023990 71345504 2,456.64 71346840
601 5023990 71345504 2,443.20 71347406
601 5023990 71345504 2,355.84 71347826
601 5023990 71345504 2,400.00 71347827
601 5023990 71345504 2,413.44 71348254
601 5023990 71345504 2,447.04 OTHER EXPENSES
COMPASS MINERALS
TOTAL PAID: $ 33,669.12
INVOICE # AMOUNT ACCOUNT #
618.03
71348254 $ 29413.44
71345504 $ 21447.04
71348255 $ 21393.28
71345955 . $ 21351.04
71347827 $ 21400.00
7134740.6 $ 27443.20
71343855 $ 21418.24
71345042 $ 21316.48
71346397 $ 21385.60
71346840 $ 21456.64
71347826 $ 21355.84
71344584 $ 21453.76
71345954 $ 21408.64
71345041 $ 21425.92
® Com ass —
' Minerals INVOICE -
Page-1 of 1
-
PLEASE REMIT f0/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASS MINERALS AMERICA
P O BOX 277043 48-1047632 NET 60 DAYS 6/17/2015 71348254
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
06/17/15 W15004 1473177 1473177 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 25.1400 TN 96.00 2,413.44
SUMMARY:
PRODUCT 2,413.44
FREIGHT&FUEL
SUBTOTAL 2,413.44
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . . 50,280.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-743,7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,413.44
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the`'Remit To"section anti"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or arc attached.
"2-OFFER. No terns in Buyer's-bid;purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
3.,J'Rit F t'AYF,S: Cfa'j t1S'DT7IER\VtSE'SI'ECIFIL'D.)N THJS-AG'REEMCNT RRI,C[,S,f)RG.$UBJECT TO CHANGE V>I:TIIOUT NOTICE:-ORDERS)Yifl.'til 1NVOICED,
1_LNLFSS OTIIER\VISE SPECIFIED iN THiS AGRHEMENT;'AT SELLER'S PRICE iN Ei FPk'F bN-TIIL'SCHEDULED DATE OF'SI1)I'N1ENT. Prices ou the invotetng doCumcru arc ref,-(fall
;applicable discounts;and(3romotiotial-allowances. References to."Cons"means short.togs(2000 tbs.)unless otherwise,specified.._Any tax or other goverifne-ifal'b'harges'hinv of IncK:r,'R r icvied
:upon production,severance,manufacture,delivery,storage,coh'sumplion,;salc,use of ship ncilt`of'Products ordered 0r's01d-ire included in',Seller's price and;will,bcIalargod'to utjtl paid'by
Buver.
4.CANCELLATiON. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment.to Seller of reasonable cancellation
charges to be solely determined by Seller. Except as 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 it any time prior to shipment).
i'AY:\I ENT:CREDIT;PAST DUE ACCOUNTS. Buycr will make payment to Seller at the time anti 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 terns must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or%with
respect to Buyer's l 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 rc:isom ihlc assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge ofthe lesser of 1.5%per month(18%-
APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date ofthe invoice. Amounts owed by Buyer
with N�hcic 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
anun°ction with dclault ofthese payment terms by Buyer.
6.DELAYS.•All orders are subject to Seller's ability to nik delivery at the time and in the qu5nnnesspecified,and`Seller sliall not be liable for damages'for failure to make partial•'or coin 1 is
shipment or aur arty defay in making s:zipments.$cllershall not be liable fordelays or defaults in t!clrv'cry caused by foices not reasonably within Seller's confrol(including but not limited to delays
;.r de;-+ult�h\ l-Irl WI I.CNtrcmc cold weather.partial of total Iailtue of Seller's intended produciion,transportation or delivery facilities,etc.,floods.tires,storms,or other acts of God,war or act of
itw,hl �,ww, on cis 11 11,imbancc),strikes,lock-outs,shortages of labor or raw materials:rad supplies(including fuel),acts or omissions of 13uycr.action of any governmental authority,or other
tixec tn;t)curc c%cnt). Buycr shall be liable for any added cxpenscs incurred by Seller because of Ruyer's delay in furnishing requested information to Scllcr,delays resulting from order changes by
Buycr,or delay in unloading shipments at the delivery point that are the fault ofBuyer.
7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless othenvise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and
carrier's charges Inr notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility ofBuyer. Buyer will assume title
and risk of los,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 ofthe 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 Buycr 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 claim,,losses,costs,expenses,liabilities.penalties,demands and taxes directly caused by or incidental to such use ofthe railcars by Buyer.
S.WARRANTY/Tli\IE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time ofshipment,the Products will conform to the published
specifications ol'Scller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE.OR NON INFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seiler. 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 aceruat critic cause of action thereto.
9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WiTH THIS AGREEMENT WILL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buycr or in combination with other substances or otherwise.
In ;'ti!}1{,1;�1;�)r','s'f;{},;. BUYER Slir\LL INDEMNIFY, FOLD I-iARMLESS AND DEFEND SELLER AND TTS AFFILIATES AND THEiR RESPECTNE PRESENT OR FUTURE
it..c)1'LLS, c)F.k'iCLRSr.p(RPCrQRS.-Sll:\RBl-IOLDERS INSURERS,AGENTS AND RrPRES4N7ATLVLS(COLLECTIVELY "IN,�E\f 'j l}•LGD P.ARTJES:),-FROt%J ALLC l_AUXI
.. ��4£3I7�lrTrllnS�17-jrtE1t1�L.YC+L:-S S :f .§#L�CEED�1Lv'�S�CsC•J$;'rS�AND�XPENSESu��L'dCLU�1�ING�RL�ASON�.AB�LC�AT-T01L'VE+YS'�FE�ES�GOe'LTJ..CI'CxT1UDL°•`('0.=`L°OSSES")�_EQR,ANX;Iq;AD
l I1 in,. Dr ATI I. I ns,� OR DFSTRI;CTION OF ANY KIND RELATING TO OR .ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT. INCLUDING WiTi-iOUT
'..i; �1-1W . I it,', Ulf 1)AVACiE TO ANY PROPI'RTY OR INJURY TO OR DEATH OI' ANY PERSON (INCLUDING, WITI]OUT 1-I19fF;ATiON. BUYER OR iTS EMPLOYEES).
'R I It I I II-R.ARltil\0 A",A WORKERS'COMPENSATION CLAIM OR UNDER TIiFOR1I'S 01'NEGLIGENCE,TORT.STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT
OF ANY KIND, AND EVEN 1F THE RESULT OR ALLEGED RESULT OF'I'lIL" CONDUCT. NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON-
COMPLIANCE WITiI APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERNIINATION OF THIS AGREEMENT.
11.SECURITY INTEREST. Buyer grants to Seiler,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL. COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or
loss of benefits under tine 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
Seiler,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use ofthe Products as represented to Seller.
13.IllkELLANEOUS. Matters arising out oror in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdiction of Johnson County.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subjCtct
matter hereof:no modification may be made,unless in writing and signed by the parties;and no acknowledgmenUacceptance of purchase order forts containing different/additional terms shall have
force or cilcel. Seller's failure to enforce any provision will not be a waiver of its right.to enforce such provision or any other,provision then or thereafter. Any unenforceable provision shall be
enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's'terunination/expiraflon and the'consummation ofthe transactions contemplated hereunder.;
Compass
INVOICE
Minerals
Page-1 of 1
PLEASE';REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATECOMPASSMINEINVOICE NUMBER
P O BOX 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 6/9/2015 71345504
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
06/09/15 W15004 1470549' 1 1470549 SO
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. 1FREIGHTTERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.4900 TN 96.00 2,447.04
SUMMARY: W
PRODUCT 2,447.04
FREIGHT&FUEL
SUBTOTAL 2,447.04
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .50,980.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,447.04
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
L-PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement")relate or are attached.
2. OFFER. No terms in Buyer's lin l;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.
PP�IGES>TAX S.:- E\Ci P(:`ASf01HERCVISE'-SPECI.FIEJD7N:TEIIS'AGREENICNT,.:PRICES ARE;SUBJEC`P-TO'CI'1ANGL ti Ttf[)L13"�OPICE'-(71Z? 1ylr fBL � YOfC ,
Uri S OTHER\VISE SPECIFIEDlV THIS AGREEMENT;ATSELCER'S PRICE IN EFF)�T ON TtTE SCHEDULED DATE OF511NIETT. Prices on FII ,p\gtftn� acttmet(are ns,dfa'11
applicable chseounts.atid lxonmoiitutal allowances. References-to means means short[ons(2pp0 I s.)..unless othervise,speerfit.46 ._Any tax or otlier governriient�t charges'riot or I,'rca£IcF lbs,cd
zt on- roduction,severance,manufactitre,delivery.storage.cotisani lion.sale. use or shr mehf'or Products ordered o`S'old arc noiiiichrded in teller's rice and av Il.be•char fo�niid aztd.b
p P ) P P P
Buyer. $" t. Y
d.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Sellcrand(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,Sellcr has no
obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment).
5.PAYNIENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment.
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval 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(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 court costs in
connection with defauh of these payment terms by Buyer.
a,., ,.;dam� .'h"S .t .:. _ a--mar= -�':,. -
6.DELAYS. All orders arc subject tb.Sellcr's ability to make delivery at the ti ne=arid"in the quanttrhes specmfied:"an 3=Scller shrill'not be h lilc for lama es for'failure to make=patUal or conmpiete =
shipment or for am''tclay in making siTip—n nts. Sellet-s all not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control I includ int,but not limited to dela"a
or defiulr,b)eamciu.extreme cold weather-partial or total ITiilure of Seller's intended production,transportation cu.delivery facilities.etC.,11004,lirr,.,+c rms.or u,hcr ar,of(t,d,%v,.:o a t o
Public encnry(or civil disturbance),strikes.lock-outs,short _,cs of labor or raw materials and supplies(including fuel),acts or onvrons of iiu)ei.action of any gr-:cu'ncntnl awhorir.Lir other
force majeure cwent). Buyer shall be liable for any added expenses incurred by Sellcr because of Buyer's delay in Furnishing requested information to Seller,delays rasultule from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7.SHIPMENT COSTS/TRANSPORTATION bIATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not hmited 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 indenhnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit
must be made by Buyer against the carrier.Buyer has the responsibility to inspect shipments before or during unloading to identify any such'damage or shortage and sec that appropriate noiaiio.h is
made on the delivery tickets or an inspection report furnished by the local agent o£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 clains,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of tlme railcars by Buyer.
S.1i'ARRANTY/TIME FOR MAKING CLAIRIS. 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 INIPLIL'D.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 clainn under this Agrecment within tlmirty(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 deenmed 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.LUMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LI\41TED 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 m property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
10. INDENINIFIC TION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURF
LNIPLC)1'[;LS,O�FICCRS.4)�I�C�O�S}.$,i,�1�I�GI�()LDERS I\SIJ.RERS,,�GENTS ANn,REPRES.E�TATIVF,��COLLI;C7IVE]Y "IND \.\7LL�EQ_P11iL1ES: `! �l :1Li._CL:\ \iS
I iAgL611�GT1Ej5�CJ�AtV(-�1�G.E=S�.SUL_TS�P.I2QG.E&DI V.GS�{C+OST.S�AIND�E�XP'SES.INCyLUDI�NG�R�E�ASON�A�BLE�ATTORN�YS�FEE�j�(COLL�E TIVELY�', `Los'sEs jroRAN+�'r o�1lvlAcr-
I\It'RY_ DEATH, LOSS OR DESTRUCTION OF .ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE- OF THIS :\GRFEMENT. 1NCLitDING WITHnuT
LI'VIT,AKION, LOSS OR DAMAOL TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLI:T)iNG, AV'1111011" LIVII V1FU\. BU)LIZ OR I I G l AIPLtr111�I.
VA HET-HI�R ARISING AS A WORKERS COMPENSATION CLAIM OR UNDER THEORIES Or N'PGLIGENCE.TORT.STRICT I"t:ABILITY.IATFN11()NAI 'VIS(aVDUCT.OR FAI'l T
OF ANY KIND, AND EVEN 1F THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION, OR BREACH OF THIS AGREENIENT 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 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 employeesigents (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=ani'claim,penalty qr
loss of benefits under the Laws;and(3)will cooperate with Seller in any audiUinspcction relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by
Seller.certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
i
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. Buycr shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter Ilcreof,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 hate
force or:effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce..such,provisioo oranyother pruvision then or thereafter. Any unenforceable provision shall�)c
enforced to the extent it is enforceable.Any provision intended-to survive shall sura ve this Agrceinent's'lernmination/cxpiration and tie consummation of the transactions contemplated hereunder.
Com ass —
1�
INVOICE
Minerals
Page-1 of 1
PLEASE REMITTOISELLER: : FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASS MINERALS AMERICA
P O BOX 277043 48-1047632 NET 60 DAYS 6/17/2015 71348255
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W. 131 ST STREET CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROMDATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
06/17/15 W15004 1473179 7473179 SO
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 LION! UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.9300 TN 96.00 2,393.28
-- - - -SUMMARY• -
PRODUCT 2,393.28
FREIGHT&FUEL
SUBTOTAL 2,393.28
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .49,860.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,393.28
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
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 terns in Buyer'sbtdi 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 AGREEYIENT.
7 1'RI;CE3;"`Ii�Y S: I`CEPT f13-OTfIff-RWISE'SPECIFIED IN'THIS AGREEMENT PRIQE� ARE SUBJECT'TO-CH•AN'gE WiTHOUT-NOTieF--'ORDERS `VtLL B1;-tNVQICED,
URIs E$S O'fl IERWISI SPEC 1FIEb.IN THIS AGREEMENT;'AT S L�ER'S PRICE IN EFFECT OY�`TFil:SCHEDULED DATE OF SHIPMENT. Prices On the invorcin�_'document'Sre.ne(oeall
'auntst:ind proniotiotSar allowances. References to"tons"means short tons(2000 Ibs,)unless iothcrwise.specified,_,Any tax or other goverttiriental barges'hoty t t hereafter 1Cyied
ppbcable disco
production,severance,maimfacturc.delivery,storage,eonsurn tion,sale,dse'or'shipment'of Products,ordered oe sola arc nbYincluded iii Seller's price and w'l}be charged tQ 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 imd.(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 Dcpanment 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 court costs in
connection with de Fault of these payment terms by Buyer.
+:r
6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quanhhen specified,and Seller shal]'notbe 1ia61e'for d"amages for failure in make parttial'or.'complete
shipment or for Any delay in making shipifie»fs. 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
default+by ern ncr�.cxueme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,hies.storms,or other acts of God,war or act of
'.untie rncn» for cn it dlSturbanc,;l,strikes,luck-outs,shoitaees of labor or raw materials and supplies(including fuel),acts or omissions of Buyer.action of any governmental authority,or other
torcc majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention. delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with ail regulations and
ordinances and will indertutify 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 stick damage or shortage and see that appropriate natation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.\VARRANTY/TIME FOR MAKING CLAiMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND.EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Sciler's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(l)year after the accrual of the cause of action thereto.
9. 1-11MlTAT10N OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAiM ARISING UNDER OR iN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET
PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAiM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting ftom the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
its- T�,DEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
1: i L OYELS OFFICERS,RS .DIRLC TARS SHAREHOLDERS,INSURERS AGENTS AND REPRESENTATIVES CCOLLECTIVELY "_INDEi4INIFIED PARTIES_),FROM ALL C LAINIS,
_. ,
Z4$trBIL�LTIES.D 1M 1G_FS SU15S PROD DINGS W@STS AND,EN'P-,ENSES(INCLUDING REASONABLEzATTORNEYS"FEES COLLECTIVELY,"LOSSES");FOR ANY'D'AMAGE; a
INTJ'RY. DFATH. LOS, (1R DESI UCTION NOOF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT, INCLUDING-WITHOUT "
Ani A 11ON, U rii .11C U.AAI VCdL TO ANN' PROPFRTT OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. %N ITHOUT LIMITATION, BUYER OR ITS EMPLOi'EES),
Vv Ili'1 i1LR ARISIMI \S A.WORKERS'C'OA-IPENSATION CLAIM OR UNDER THEORIES 01=NL61_1GGNCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT
OF ANi' KIND,AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE. ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON-
COMPLiANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, in 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 ofbenefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided;by
Seller.,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use ofthe Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdiction of Johnson County.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter:hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have
force 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 then or thereafter. Any unenforceable provision shall:be
enforced to the extent it is enforceable.Any provision intended to surviveoshall'survive this Agreeifiei t"sterminationTexpiration and the consummation of the transactions contemplated hereunder:
i
-- Compass —
INVOICE
Minerals —
Page-1 of 1 -
-
-
PLEASE`REMIT TOlSELLER FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
P O BOX 2compAss77043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 6/10/2015 71345955
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W. 131 ST STREET CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDERTYPE
-_ 10995--AUGUSTROBBF_NSSONS—
06/10/15 W15005 1470552 _. 1470552 SO_ -
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.4900 TN 96.00 2,351.04
----
SUMMARY: .-
PRODUCT 2,351.04
FREIGHT&FUEL
SUBTOTAL 2,351.04
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .48,980.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7268
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,351.04
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 w w✓.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 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; TAXES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED,
UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT.AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all
applicable discounts and promotional allowances. References toy`-tons'means short tons 2000,Jb�),utaless othenvisc specified. ;Any fax,or other governmental charges now or hereafter levied
upon production,severance,manufacture,delivery,storage,consumption,salc,'use or shipment of Products`orctercd oc"sold'are-not Included in Seller's price and will be charged to and paid Eiy
Buycr.
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
chanes: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 time prior to shipment).
a.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 1.59b 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 Buy
with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attomey fees and court costs in
connection with default ofthese 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 fog tiny de!lv in making sliipnicros. Sclkr shall not he liable for delays or defaults in delivery caused by torus -ot reanonabh ,�nhm Sellco ,Coo- (inchi,'^hr 7"n rut limited to�lel:r.,
nr dcCudl.h} carrier.cstrcme cold weather.partial of total failure of Seller's intended production,transportation or deliver"tzetnic,,ct -.floods. lire..�mmi..ar 0111e1 X,,oft iod.rr,i-of.,_t of
puhltc enemy(or civil di,turhancc),strikes.lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer.action oFanc go'—nno:n:1I aulhoilty.or e-Ihcr
force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested utiormation to Seller.delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buycr.
7. SHIPNIENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility or Buyer. Buyer will assume title
and risk of loss concurcut ly 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 fti mished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyeris 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 ennployees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.WARRANTY/TINIE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the 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 MERCIIANTABILITY, 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 Sellers 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 detective 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. 1-I1MITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THiS AGREEMENT WiLL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT. INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
10. INDEMNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
--E2,IPL0.YEES,OFFI ERS:"DfRL TORS,SHf�REHOLDERS,-INSURERS AGENTS AND REPRESENTATIA ES-:(COL-LECT,.I.JELY,'"INDEiviiN'IFIED PARTIhJ-<j,FROM ALI._pQLAIMS-
. awl ...� � - _ mss. . _<.. .
EIABILiTIES;DA'tiIA'ES;SUITS PROCEEDINGS;;COSTS AND EXPENSES(INCLUDING REA50'N ABLE ATTORNEYS'FEES)(COLLECTIVELY;"LOSSES"),FOR ANY DAMAGE,
lx.ful l'. DF.AT11. 1 OSS OR 6FSTRI'CTiON OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGRF,F.ir9ENT; iNCI UDTNIC'r WiTHOI tT
LIN111AI-IoN. IUSS OR D.AVA(d- TO _\\1 PROPLRFI OR INJURY TO OR DEATH OF ANY PF RSON (INCLUDIAG. t1-illl(tt I DVIJ ',I lihs- fill I�.R ()1Zrl� I VPLO111-11.
\%'NETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGL-N(-E.TORT.STRICT LIABILIFY.INTENTIONAL A11�,CONDUU .OR FAL'L I
OF ANY KiND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR, ONIISSION, OR BREACH OF THIS AGREEtVIENT 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 funnislncd 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 CONIPLiANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively."Laws");(2)will not subject Seller to any claim,penalty or
loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by
Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.i191SCELLANEOUS. ivlatters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdiction of Johnson County.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter hereof,no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have
force or effect. Seller's failure to enforce any provision will not be it waiver of its right to enforce such provision or any other provision then or thercaller. Any unenforceable provision shall be
enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's termination/expiration and the consummation of the transactions contemplated hereunder.
Compass =
INVOICE -
Minerals
Page-1 of 1
PLEASE'REMITTO7$ELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
Poso743RALS AMERICA
x 270 48-1047632 NET 60 DAYS 6/16/2015 71347827 C
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W. 131 ST STREET CARMEL UTILITIES
WESTFIELD, IN 46074 5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
06/16715 W1500 1473175 - ---- 1473175 -- SO - -
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. IFIREIGHTTERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.0000 TN 96.00 2,400.00
SUMMARY:
PRODUCT 2,400.00
FREIGHT&FUEL
SUBTOTAL 2,400.00
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .50,000.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,400.00
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>>
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERIVIS AND CONDITIONS OF SALE
I,PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold Te"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached.
2_OFFER. No terms iii B'uyer's bid;purchase oder or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS
t:EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
_", PRICES--PAXE L1eEP7 1 ;'OTiILR'WI3E'sPECiJtED IN THIS AGRE£1viENT,:PRiC£S ryftE SUBJECT TO CHANGE WITFiOUd NOTICE--ORDERS WILL BE-FNVOICED,
--UNLESS,OTIiER\�'1'Si SPECT DIN THIS AGREEIv1ENT,'ATSI~LCCR'S PRICE IN EFT:'�CIYbT' 'TII$'SHEDULED DATE 6F'SHIPtn4ENT. Prices on the.invotcmc document ale tiefof111
applicable(tisc,ounts'and ptomotionrll-811owances. References to,'tans':means shorttons(2.000.I1is),unless otherwise specified..,.Any tax or other govemriefital'etiargesh ow or hereafter 18vied
_:upib_prolluction,severance,mariufacture,delivery,storage,consumption,sale,us i-or slllpmetit of Products ordered or sold are norir eluded in Seller's price and will be gharged t0 drii.paid 6y
Buvcr.
'.....__._... ............... ............
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to,Seller of reasonable cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no
obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment).
5.PAVNIENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment,
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of detivery 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 court costs in
connection with default of these payment terns by Buyer.
a
6.DELAYS: All orders are subject toScllcr'S ability to make delivery at the time and in thequanhites-sjiecitied,and,Seller shall�noi-be'liable.fdr damages forfatlurc to'niaketpartialor compl'o`;ic`'
shipment or for any delay in making shipment's. 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
�r d.funit by C.uncrs_cNtreme cold weather.partial or total railurc of Seller's intended production,transportation or delivery facilities,ctc.,floods.tires.storms,or other acts of God,war or act of
puhlr cncmM for cis it disturbance),strikes.lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any govenuuental authority,or other
force majcure event). Buyer shall be lial?le Rx any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from orderchanges by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products, Claims for damage or shortage in transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any Stich damage or shoftage and see that appropriate notation is
made on the delivery tickets or an inspection report famished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.WARRANTY/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 Scllcr.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE.OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET
PURCHASE PRiCE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
10 INDEMNIFiCATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
0?a f s Or FiS; DIRECTORS. SHAREIiOLDERS, INSURERS,AGE 'TS AND REPRESENTATIVI S_(COLLECTIVELY,"INDEMNIFIED PARTIES ).FROM ALL CLAIMS,
L�fAl31L�ITIEST�De 4A6ES�UTCS_{PROGEEDINGS COSTS AND•EXPENSES(INCLUDING`REASONABL'E ATTORNEYS'FEES)(COLLECT IV ELY;'``LOSSES'`f;I OR ANY'DAMAGE,
iNIR'Rl'. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT. INCLUDING WITHOUT
1''.itI ATIO;'_ 1 ci,' HI, DA.'sl,AGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, AWITHOUT LIM)TATION, BUYER OR ITS EMPLOi'EES),
HE i 111R:\RISl\U \S A tN ORKERS'COMPENSATION C'LAI\1 OR UNDER THEORIES OF NEGLIGENCE.TORT.STRICT LIABILITY.INTENTIONAL MISCONDUCT,OR FAULT
OF ANl' KIND, AND EVEN iF THE RESULT OR ALLEGED RESULT OF TILL CONDUCT, NEGLIGENCE, L'RROR. OMISSION,OR BREACH OF THIS AGREEMENT OR NON-
COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal,-state, local and foreign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty 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,cenifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdict)on of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter hereof-,no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have
force oreffect. Seller's failure to enforce any provision will not be a waiver of its right to,enforce,Such,provision or any-other,provision then or thereafter. Any unenforceable provision shall 6e
enforced to the extent it is enforceable.Any provision intended to stirvive"shalt survive this Agreeinent?s'terininatioriezpiration and the consummation of the transactions contemplated hereunder.
ompass —
INVOICE
Minerals —
Page-1 of 1
PLEASE REMITTO/SELLER. FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
Poso74s�LsAMERICA
x 7048-1047632 NET 60 DAYS 6/15/2015 71347406
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
06/15/15 W15005 1473173 1473173 SO
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. JFREIGHTTERMsTERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.4500 TN 96.00 2,443.20
- SUMMARY:
PRODUCT 2,443.20
FREIGHT&FUEL
SUBTOTAL 2,443.20
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .50,900.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-1743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,443.20
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>>
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached.
-2:OFFER. No terms in Buyer's bid;purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
3.-PRICES'" `TNXFS; CXCEPfi'AS,'OTHERWISE'SPECIFIED]N,THIS AGREEMENT,J?RICES-ARE'SUBJECT TO-CHANGE WITIIQUT-NOTICE:'ORDERS WILL'BE INVOICED,
UNL-ES§OTHER�V(5 $PF CIFTL'D IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT bNrTHE SCHEDULED DATE OF'SIiIPMENT. Prices millie indmctha doctimgtitilre pef of all
applicamc discounts,Aitd,pioirt6tioni5ltallowances. Rcferences,to, tans'means short tons(2000,1bs:};unless otherwisespecified—rspecified Any tax or ot(1er govern doi'tai Clfarges row br In neatter levied
_`.'uprage
on:pr6ductmn,severance,manufacture,delivery,sto ,consumption,jsale,use or sliipment:c'p'roducts ordered or sold are not'included in Seller's price and xtll be char ed 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-reasonalile 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 Selier'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 court costs in
connection with default of these payment terms by Buyer.
G.-DELAYS.:-All orders are"srtiki:to-Seller`s ability-to makeIdelii7ery at thetime+atid'tir[tic grlantttiesaspecified;iand?Sellera'slial7no'ffie'IiaBCefo"r damagesafor"iailurexfo makevpartial�oc3compleCe
shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably wiihin Seller's control(including but not limited to delays
,ir dcCaults by carriers.extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,Floods,fires,stomia,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 fitel),acts or omissions of Buyer,action of airy governmental authority,or other
force majcure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in fitrnishing requested information to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and
carrier's charges for notification prior to.delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage oftitle,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances acid 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 daring 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 cattier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely
responsible for the care.condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.A'ARRANTYMINIE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buycr or in combination with other substances or otherwise.
M INDENINIF1CATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
L\iP 1'LCS,0i FtCLRS,DiREC'TORS, SHAREHOLDERS, INSURERS AGENTS AND,REPRESENTATIVES (COLLECTIVELY "INDEMNIFIED PARTIES"), FROM ALL CLAIMS,
Lls4BFL;�IES DA`M1.111L SUITrS;ttPRO,GEED ING.S;GOSTS`IrCtND EJCP:ENSES� r"� 4 r ' -
_ _r r �INGLUDII�G�RASONABLE�ATTORNEYS'-FEES){COLLLCTIVELY;"LOSSES"),FOR ANY DAtvl"AGE;
IN]1-1RY. DFATH. LOSS OR'DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT, INCLUDING WiTHOUT
�_P,111 \I It)N, 1(ISS OR, t7.AM V,L TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR iTS EMPLOYEES),
VV IIL f1ILR ARISING AS,A Al ORKERS'CONlPENSATIO\CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT
OF ANY MND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR, OMISSION,OR BREACH OF THIS AGREEMENT OR NON-
COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
11.SECURITY INTEREST. Buyer grants to Seller,and Scller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations; including the U:S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty'or
loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyerwill deliver a certificate to Seller in a form provided by
Seller,i ertifying 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. ;
13.1%11SCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subjLt
matter hereof;no modification may be made,unless in writing and signed by the parties:and no acknowledgment/acceptance of purchase order forms containing differenUadditional terms shall have
force or effect. Seller's failure to enforce any provision will not be a waiverof 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 ro suwive shall survive this Agreenic n fS terrnination/expira'tion and the c'onsuu enation of the transactions contemplated hereunder:
,.-Compass =
INVOICE
Minerals —
Page-1 of 1
PLEASE REMIT T07SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASSP O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 6/3/2015 71,343855
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 i469g2q 1469029 SO
G6/03/15 W15004
l
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 F UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.1900 TN 96.00 2,418.24
--- --- -- ----
SUMMARY.- --
PRODUCT 2,418.24
FREIGHT&FUEL
SUBTOTAL 2,418.24
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT . . .50,380.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,418.24
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>>
(Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.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.
c?,aC)ES;•TAXES. EXCEPT AS.OTHERWISE-SPECIFIED IN THIS-AGREEMENT__PRICES.ARE.SUBJECT-TO-CHANGE.WITHOUT NOTICE—. WILL BE.INVOICED.,
01NUSS OTIIERAVISE S`PECIFIE61N THIS AGREEMENT;AT SELUP.R'S PRICE iN EF'FECT)O THIE&CHEDULED DATE 051SHIPNIENT..Prices on the ail
:apgtic,tbl'e discmmyy-pr d.pranotiopal-allowances. References to tons"mans short.tons(2000.Yh5t)pnless otherwise Veofie d. Any tax or other governmeriiak'cliarge9'inaw or IiereSRer levied
"i ion production.severance:i anuf e'ture,delivery,storage;c61isumpuon,pale,use or'sliiprnent of Prbducts o7dcred or sod are`not included in Seller's price and«Ill be charge to an1l pard by
Buy r'
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 solejudgment,
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or 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 peruitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date ofthe 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 delinilt of these payment terms by Buyer.
, -DELAYS.-->173 ordars er-sub7etE tO'Seller's;'abilityto make`detiVeYy-ut=the=timehand�in•the=gbatrtiiti'"s+'specified4andwSellerafiallitrio'taUe'HiablextocldaiaagespforFfailureztoe'makcrpa'rnal�'or ompl'eie 4l1�
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
�r dci,rult.bV carriers,eeucme cold weather.partial or total lailure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of
"Ohlic creme(or civil dicturbancc).soikes.lock-outs,shortages of labor or raw materials and supplies(including feel).acts or omissions of Buyer,action of any governmental authority,oi-other
gree majeurc event). Bugcr shall Lc liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller.delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. .Clainis..for damage or shortage in transit
must be made by Buyer against the carrier. Buyer has the responsibility to instiect shipments before or during unloading to identify any such damage or shortage and�see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.:VARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF ivIERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE.OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAiM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
10, iNDFMNIFICATiON. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
UPLUI'IiCS. OFFiCERS. DiREC'TORS,,SHAREHOLDERS, INSURERS, AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES"). FROM ALL CLAIMS,
_LIADIMh RIESNDAMAGES,.SUI,TiS PIFITC LY�II�C,S'�GOSTS-flNI7EXPENSEbIQINGLUDIIVG REASQNABLE ATTORNEYS'FEE S)'(COLGECTIVELY;"LOSSES"),FOR ANY DAMAGE,
INJURY, DEATH. LOSS OR,DESTRUCT OFANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT
V11OA I OSS �)R D,AMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANi' PERSON (INCLUDING. WITHOUT LIMITATION. BUYER OR ITS EMPLOYEES),
Mil 1 HER,ARMAr, .A5 A\\ORKl-_RS_COAIPt_NSATION CL:11s1 OR I'NDER THEORIES OF NEGLIGEN'C'E,TORT.STRICT LIABILITY.INTENTIONAL MISCONDUCT.OR FAULT
OF ANY KIND, AND L-VLN IF THE RESULT OR ALLEGED RESULT OF TILE CONDUCT, NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON-
COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL CONIPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or
loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by
Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter h'crcor,,no modification may be made,unless in writing and signed by the parties;and no,icknowledgment/acceptancc of purchase order forms containing different/additional terms shall have
force or:effect. Seller's laihvc 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 tots urvivc'sha-ll-surviye this AgreGrilCitt;srtcrmination/expii-afion aind the'cbnsummation of the transactions contemplated hereunder.
®Co z ass —
INVOICE.
Minerals
Page-1 of 1 p
PLEASEREMITTO7SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICENUMBER
COMPASS MINERALS AMERICA
P O BOX 277043 48-1047632 NET 60 DAYS 6/8/2015 71345042 —
ATLANTA, GA 30384-7043
SOLD To: 462129/C54512
CARMEL UTILITIES
3450 W. 131 ST STREET SHIP TO: /CS54514
WESTFIELD, IN 46074 CARMEL UTILITIES
5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
06/08/15 W15003 -1470547 1470547 SO .
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY
76599 24.13 - PRODUCT DELIVERED TRUCK CO
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.1300 TN 96.00 2,316.48
SUMMARY: ----
PRODUCT 2,316.48
FREIGHT&FUEL
SUBTOTAL 2,316.48
STATE TAX
COUNTY TAX'
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .48,260.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-17258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,316.48
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Safe("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 add itional/different terms in such Buyer's documents. SELLER'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF TI[IS AGREEMENT.
3:k RICES Cl &5,: KC P.T"AS,OTHERWISE'SPECFFFt~D IN;;TFi)S'AGREEN1ENf PRLCFS..ARE-SUBJECT TO--CHANGE WITHOUP'NOTICE--'ORDERSII'ILL I�;E-INVOICED,
.NL-ESS OTHERWISE SPECIFIED 1N THIS AGREEMENT,AT S$LLER'S PRICE IN EFFEt T ON TkE SCHEDULED DATE OP'SHIPMEN,T. Prices ou,tbeinvotcmg documettt;a e net of all
applicalzle discounfs'and prorr)6tidriWallowances. References to•.•r`tons"means short tons(20QO.Ibst)unless otherwise,specified.,.,.Any tax or other governmental ctiarges`ngw orltereafter IE tied
i ton reduction,severance,manufacture,delivery,storage,consumption,; use or shi ment of Products ordered or sold are itof in
in Seller's rice ane{willdte.ghat e l to and old 6
i P ry, g P P P g. P.. 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 cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no
obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment).
5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment,
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terns must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%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 court costs in
connection with def-Milt of these payment terms by Buyer.
6.DELAYS. All orders arc-subject to-Sellers 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
.Linntent or for any delay in making shipments. Seller shall not he liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays
d•.fault>by can iers.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
•,1uhhC enemy(or Civrl dISItlrbanCC),strike;,Lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority.or other
force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading;diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances apd,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 br shortage and see that appropriate notation is
made on the delivery tickets m an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely
responsible for the care.condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.WARRANTY/TIME FOR 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 Scllcr.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OR 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 Scller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
refttnd of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
1(1. INDEMNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
EtilPL01:1 L� tJhPICFRS,.Dll�LCTORS,SHAREHOLDERS, INSURERS AGENTS AND.REPRESENTATIVES;(COLLECTIVELY-'�NDrMNIFIED PARTIES'?),-.FROM,ALL CLAIrytS,
� IAQILiTIES,`Dr1Iv1:4GES:SUETS;PROCEEDINGS;COSTS AND EXPENSES`-(INCLU'DIlVG'RE`P.SONABLE ATTORNEYS'FEES)(CO'L. CTIVELY,"LOSSES"),FOR ANY DAMAGE,
iNiT'P. ', DEATH. LOSS OR DESTkUCTiON OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE-OF THiS AGREEMENT, INCLUDING WITHOUT
II,1 \',IO^. .4: ')\\I\GI 1-0 ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR iTS EMPLOYEES).
Vt.til It11 R ARISING,A,,:A AA ORKL-RSCOMPENSATION CLAIM OR UNDER TIIEORIF,S OF NEGLIGENCE.TORT,STRICT LIABILITY.INTENTIONAL MISCONDUCT,OR FAULT
OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON-
COMPLiANCE WiTH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local`and foreign laws and regulations, including the U.S. Export
Adnvnistration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or
loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by
Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
Julisdic?ion of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter hereof;no modification may be made.unless in writing and signed by the parties;and no acknowledgment/acceptance ofpurchase order forms containing differenUadditional terms shall have
force of effect. Seller's failure to enforce any provision will not be a waiver of its.right.to,enforce Such provision or_any othe{provision then or thereafter. Any unenforceable provision shall be
ent'orcLii to the extent it is enforceable.Any provision intended to survive'shall'survive this Agrecmentts terminationlexpiratm,r and the consummation of the transactions contemplated hereunder.`,
— Com ass —
INVOICE
Minerals
Page-1 of 1
PLEASE:REM IT TOISELLER FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
.. ..
P COMPASS 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 6/11/2015 71346397
ATLANTA, GA 30384-7043
SOLD TO: 462129/C54512
CARMEL UTILITIES SHIP TO: 505808/CS54514
3450 W. 131 ST STREET
WESTFIELD, IN 46074 CARMEL UTILITIES
5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROMI DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
06/11/15Ui95005 1,4755'3 1470553 SO
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. IFREIGHTTERMS TERRITORY
76599 178 PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.8500 TN 96.00 2,385.60
SUMMARY
PRODUCT 2,385.60
FREIGHT&FUEL
SUBTOTAL 2,385.60
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .49,700.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,385.60
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE-'
1,PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached.
2. OFFER. No terms in Btiycr`s bid,' purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER iS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
3. PRICES TAYES .E\CE{7 AS b C13E12\VISE"SPTCIEiED TN T1[IS 4GREEMENT.P.RTCES-ARE"SUBJECT"TO CHANGE V✓DTIIOLJfI-ivOTICE:'"OA1?cR$.;R')Jrt 1 E,INyC3i ED,
"':l?NLiS$OTHERWISE SPECIFIED IN THIS AGREEMENT.AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices onthe ncptc)q do `4'.nt,are net,of.all
applicable drscounts•,aa3 prq p dnal 4llowances. References,to,'tons':'means short tons(20001hs)unless otherwise sp crfied: _Any,tax or otlilr govc nmcnaT'cliarges` o N gr heiea5es la ii l
upomproduction,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold are"riot included in Seller's price and.Evtll tgieharg d:to;nn(3rpvll,by
Buvcr. .
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Sellee and(2)pavment 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 court costs in
connection with default of these payment terms by Buyer.
'— ,
"`— 6.DELAYS. All orders are sub cCto Scller's ability to mafce`dei'very at the time and in the quantifies speci ied,aiid Se Fer sfi i not be liable for dama5es for'failirre to ri ake'partral or couplet
shipment or inn-any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably wifhin Sellcr'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,ctc.,floods,lire:,<mrrus,or other nct<oi'God,t%ar or,:a of
public enemy((it civil disturbance).strikes,lock-outs,shprta_Res of labor or raw materials and supplies(including fuel),acts or omissions of Buyer.action of any gocenuuentul:uuhoruy.or,nhcr
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 rNIATTERS. 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 reconsignnent shall be the sole responsibility of Buyer. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance wiih 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
r
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such"damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.NVARRANTY/TINIE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE-,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. LINJITATiON OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WiTH THIS AGREEMENT WILL BE LIMITED TO THE NET
PURCHASE PRiCE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT. INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buycr or in combination with other substances or otherwise.
10. INDENINiF1CATION. BITTER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
1*001111110_hEIS OFFICERS DIRECTORS, Sul AREHOLDERS, INSURERS A�'E,t S A D REPR CENT4TIVES,(COLLEC;Tl\VCJ.I ;iNDL"__ NIt1FD PARTIES ),I'ROl'ALL CLA.1\IS,
w' .. eU1v(AGES,'SUITS,-PROGEEDINGS;CzOSTS-AND'EXPENSES•QPNCLUDPLVG REASO�J=ABLE ATTORNEYS'FEES)(OOLLECTNELY,"LASSES"),FOR ANY DAMAGE,
iNJURY. DEATH: LOSS OR DESTRUCTiON OF ANY KiND-RELATiNG TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING•WiTHOUT
l_IMIT.ATIO\_ I_(>>S OR D,AAIAGL TO ANY PROPFRTI' OR INJURY TO OR DEATII OF ANY PERSON (1NCUL)ING. WITI101'Ti 1AIll 1110V lwyER OR irs E:MPLOITL_S).
WHETHER ARISINu:AS A AV ORKERS'COMPENSATION C OR TINDER THEORIES OF NEGI_IGFNCF,TORT.STRICT LIAB11 11Y.11 f FA FIONAL VISCOM)t L OR FAIL T
OF AN'" KIND,AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCI', NEGLIGENCE, ERROR. OMISSiON, OR BREACH OF THiS A(iRLEMENT 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 statenie,'n[s 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 avid 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 ofbenefits its under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by
Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdic@ion 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 acknowledgmen/acceptance of purchase order forms containing different/additional terms shall have
force or'•,effect. Seller's failure to enforce any provision will not.be it tyaiver of its right to enfoleesuch provision or any.other.provisign,then or thereafter. Any unenforceable provision shall fie
enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's termination/exp'iration and the consummation of the transactions contemplated hereunder.
,compass INVOICE -
-
_
Minerals —
Page-1 of 1 -
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PLCO,EASE REMIT TO/SELLER FEDERAL ID#: PAYMENT TERMS INVOICE DATE INV...OICE NUMBER —
P 0 BOX 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 6/12/2015 71346840 =
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
06/12/15 W15001 1.473'i72" _ 1473172 - --SO"-
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.8. 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 25.5900 TN 96.00 2,456.64
SUMMARY
PRODUCT 2,456.64
FREIGHT&FUEL
SUBTOTAL 2,456.64
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . . 51,180.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,456.64
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 of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached.
2.OFFER. No terns in 9dyci'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 rRyC S>TAXF,$; I},LG T 4 ,07iIERV✓ISE SPECll IED ti'.T•F]IS PGREi iv1ENT I(9 13 ARE;SUBJECT-TO'CfTANGi WITMUT-NOTICE.--ORDERS tVILL_B} 'fNVOICEa
L NESS OTHERWISE SPECIFIED 1N THIS AGREEMENT,AT SELLEi.Z'S PRICE iN EFFECT ON THE SCHEDULED DATE OF SIiIPNIEN(. Prices op.the.iavgicing-document`are net-6 11
,a{pliable discounts,aqd prgrpotiopal allowances. References to, lofts'?means sholl'tons-(2400 tbs:)runless otherwise specified.,:.Any tax or other governmental ckarges'now or.heceafter levied
—'nponproNction,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold are not included in$ellcr's price and aill;be charged;.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 terns must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%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 andcourt costs in
connection with default of these payment terms by Buyer.
6. DELAYS, All orders are subject to Seller's ability,to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make pamal-or complete
,hMment or Im am,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
dcl;ndts by carriers.extreme cold weather,partial or total failure of Seller's intended production,transportation m delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of
public cnem) (or CIN d 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 majcure event). Buyer shallbe 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 CO.STS/TRANSPORTATiON MATTERS. Unless otherwise specified.on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and
carrier's charges fm notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer willassume 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 rcgulations,atnd
ordinances anwill indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use ofthe railcars by Buyer.
S.\\'ARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OR NONiNFRiNGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account 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 fon'breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(I)year after the accrual of tine cause of action thereto.
9. LIMITATiON OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WiTH THIS AGREEMENT WiLL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes ofBuycr or in combination with other substances or otherwise.
10 !NDE'MNiFiCATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
L\1i LUYLES OhF1CL:RS;-DiREC TC)RS;SPAR•L}:IRLDLRS,,-INSURERS,AGENTS,AND14REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES"),FROM ALL CLAR4S.
LIAB-,..,ILI.
TIES,DAMAGES:SUITS;'PROCEEDINGS,COTS-AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY;"LOSSES");FOR ANY DAMAGE,
iN'JITRY. DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT
1Ai.l \I ION. 10',', (IR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION. BUYER OR ITS EMPLOYEES),
\`,M 1 ill R ARISI\C,AS A WORKERS'('O\,IPf\'SATloN(1-%[.\l OR TINDER THEORIES OF NEGLIGENCE.TORT.STRICT LIABILITY.INTENTIONAL MISCONDUCT.OR FAULT
01 P,\\' KiND,AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, N'EGLIGENC'E, ERROR, OiNIISSiON, OR BREACH OF THIS AGREEMENT OR NON-
COMPLIANCE WiTH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid.
Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state. local and foreign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller-to any claim,peualtyor
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,ecoitying 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.NH;CELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terns shall have
force of effect. Seller's failure to enforce any provision will not be a.waiver,of its:right,to,enforce:such•provision.grrariy.otlner provision then or thereafter. Any unenforceable provision shall be
enforced to the extent it is enforceable.Any provision intended to''survive'sliall survive this Agree'nient's'tertnination/ezpiration-and"the consummation of the transactions contemplated hereunder.',
-Compass
® INVOICE _
Minerals —
Page-1 of 1
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PLEA1.SEREMIT T1.O/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER. -
P o sox 277043�LS AMERICA 48-1047632 NET 60 DAYS 6/16/2015 71347826
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
06/16/15 W15005 1473174 1473174
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.5400 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 1-800-743-7268
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>> >
(Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the"Remit To"section and`Buyer"in the"Sold To"section of an invoice to which these Terris and Conditions of Sale("Agreement")relate or are attached.
OFFER. No terms in:Buyer's b'id:purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
3 PRICES tNX S,: 'f3X(2EPT AS':OTFIERWfSE-SPECIFII.D I, THIS-AGREEMENTPRICES ARE; O
SUBJEC-T-TO•CEt1NCE WITHOU-T-NOTICE.---GRE)£RS-\kILL BE INVOICED
l Nl-.ESS OTHERWISE SPE i IED IN THiS AGREEMENT,ATSELL'ER'S PRICE IN EFFECT'ON'FHE SCHEDULED DATE F SHiPNIENT. Pries on the invtilctitg'docuin n[and neYofall
appheali3e discoutiLti.aitd-pioinotiOiiy allowances. References to.-tons"means short toils(2000 b5,),unless citherwise,spewfied,_ Any tax or other govcniiticitt5t charges`tiolt'or hMeg, cr lC�ICd
upnu=prsduction,severance,manufacture,delivery,storage,coitsu npYion, ale,use or shipni6Cof Products prdered or'Sold are hoi 7ricluded in Seller's price and will;be;,changed to;and paid'by
Buyer. '
a.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of-rcasonablc cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no
obligation under any order submitted by Buyer.(and may cancel the order'at any time prior to shipment).
5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment,
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terns must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%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
Nvith%vltcre 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
canmcction with default ofthege payment terms by Buyer. -
6.DEL`A1'S. k'tl orders are subject is Seller's ability to make delivery at the timc'and in the quantities specified,and"Seller shall not be liable for damages for at to make partial or complete
slromcnt 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 dcGaultc by c i-net.s.eNtreme 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
pmhlic enemy(or ci,it disturbance),su ikes.lock-outs,shortages of labor or raw materials and supplies(including fuel).acts or omissions of Buyer,action of any govemmental authority,or other
force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in fimushing 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
canicr's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading;diversion,or reconsigmnent shall be the sole responsibility of Buyer. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances,and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments Before or during unloading to identify any such'damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.1VARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year after the accrual ofthe cause ofaction thereto.
9. LIMITATION OF LIABILITi'. SELLER'S LIABILiTY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WiTH THIS AGREEMENT WILL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THiRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
i\!PL 0Y,ES OFFICERS,.DIRECTORS,SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES"),FROM ALL CLAIMS, -_
LIABILITIES;DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE,
INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF..THiS AGREEMENT, INCLUDING WITHOUT
1,;11'1 fION. I u OR DAMAGF'TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING.WITHOUT LIMITATION, BUYER OR iTS EMPLOYEES),
V1111 1 i IJK ARllliv, A�, "AV ORm RS'CUMPEN'SATIOA'Cl AIA1 OR UNDER THEORIES OF NL-GLIGENCE.TORT,STRICT LIABILITY.INTENTIONAL MISCONDUCT.OR FAULT
OF A\V' KIND, AND EVEN IF DIE RESULT OR ALLEGED RESULT OF TI11_ CONDUCT, NEGLIGENCE, ERROR, OMISSION,OR BREACH OF THIS AGREEMENT OR NON-
COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISIONS]TALL SURVIVE EXPIRATION OR TERMINAT10N OF THIS AGREEMENT.
11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products ftimished by Seller and the proceeds thereof,until the purchase price therefor is fully paid.
Seller may Cite any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLiANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state; local and foreign Imus and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller.to any claim,penalty or
loss of benefits under the Laws:and(3)will cooperate with Seller in any audithrispection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by
Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing differentiadditional terms shall have
force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce,such provision or,any other provision then or thereafter. Any unenforceable provision shall be
enforce l to the extent it is enforceable.Any provision intended to suriiive'shalfsurvive this Agr"eeniteinfs termination/expiration and the consummation of the transactions contemplated hereunder.,-
Co mass —
INVOICE _
Minerals —
Page-1 of 1
PLEA$E!REMIT TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER
P O BOX 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 6/5/2015 71344584
ATLANTA, GA 30384-7043
SOLD To: 462129/ C54512
CARMEL UTILITIES SHIP To: 505808/CS54514
3450 W. 131 ST STREET
WESTFIELD, IN 46074 CARMEL UTILITIES
5484 E. 126TH STREET
CARMEL, IN 46033
UNITED STATES
SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
06/05115 W15001 1470540 1470540 SO
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK COB
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.5600 TN 96.00 2,453.76
SUMMARY*
PRODUCT 2,453.76
FREIGHT&FUEL
SUBTOTAL 2,453.76
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .51,120.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,453.76
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> > >
(Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
I.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement")relate or are attached.
2. OFFER. No ternis in.Buyer's bid:purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS
WRL'SSLI'LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
" 3. PRIgES;'TAXES: Fr\CtPT,Ai OTHGRWISSE'SPECiFIi;D IN THIS-AGREEMENT-, PRICES-ARE SUBJECT TO-CHANGE WITHOUT-NOTICE: ORDERS WILL BF INVOICED,
- UNLiiSS OTiIER\1/iSB 5PECIFi1 D IN THIS AGREEMENT;ATSELCER'S PRiCE IN EFFL'C`l`bN'fliE SCHEDULED DATE 1�F'Sflfll'N nNT. Prices on thc_inv'otcme'doeument.lre nct of all
applicable discounti;and lironiotioripllallowances. References to tone"nieans short,toos(2D00,lbf.)unless gthervise,-specificd. Any tax or outer govertinentat'chargescrimV or llercd&*e leried
poin,pr�xluclion,seacrancc,miinufaciurc,delivery,storage.`corisiiinption,•.sale,use 02 shipiit'enl`oP t toducts ordered or sold are'noYincluded in Seller's price and will:be-,charged to and pat _y
Buycr. -
1.C(iNCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment.to Seller of.reasoriable 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,Scllcr has no
obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment).
5.P?A?A EIN'T;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment,
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require rcasonablr assurance ofpayment.and in the absence thereof,to cancel,without liability,tine 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 clue invoice will be assessed front the date of the invoice. Amounts owed by Buyer
Will)%;here there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in
connection with dcfimlt of these payment(ells by Buyer.
b.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
sh;pment or for anv 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 bill not limited to delays
„r'ie1:nilta by earner.,.extreme cold weather,partial or total linilurc ot'Scller's intended Production,transportation or delivery facilities,etc.,floods.fires,storms,or other acts of God,war or act of
public memo ;or cn tl disturbance),strikes,lock-outs,shurmues oi'labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other
force nta cure event). Btner 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
Buser.or delav in unloading shipments at the delivery point that are the fault of Buyer.
SIHPifIEN"1 COS"fS 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 Seiler 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 cluing unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products' risk of loss to Buyer, Buyer is solely
responsible Iin the care,condition,damage or loss of railcars used to deliver the Products until(he 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.NVARRAi 1"FY/1I1M E FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products Will conform to the published
specifications of Scllcr.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSED OR IMPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,Warranty,or any other claim under this Agreement within thirty(30)days
oi Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise nvith respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. 1AMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAiM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
10 i l )FAM TFICA ION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
LM U, LIS 0111CLI S, DIRECTORS,SHAREHOLDERS, INSURERS, AGENTS ANREPRESENTATIVES(COLLECTIVELY,"INDEMNIFIED PARTIES"),FROM ALL CLAIMS,
'LIABIL I-IGS.DAMAGES.SUITS,-PROCEEDINGS,COSTS AND'EXPENSES`(IAND
-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
I�t�. t ',,•R 'R D.AVI VGE TO ANY PROPFRTi' OR INJURY TO OR DEATH OF ANi' PERSON (INCLUDING. WiTi-IOIIT LIMITATION, BUYER OR iTS EMPLOYEES).
� : ARISiNt *,', ','tA()RKERS'CtlNIPI NSA'1 It r\t I V1A1 OR UNIDE-R THEORIES Of-NEGLIGENCE.TORT.STRICT LIABILITY.IN'TEN'TIONAL MISCONDUCT.OR FAULT
GF :ANN KIND. AND LV'EN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCE, NE61-1GENC'E. ERROR, OMISSION.OR BREACH OF THIS AGREEMENT OR NON-
COMPLIANCE NVITiI 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.
Sellcr 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 benctns 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.,iIISCELLANEOUS. 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 the
urisdiction 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
maser licreol`,no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance ofpurchase order forms containing differendadditional terms shall have
force or eltect. 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 thereatler. Any unenforceable provision shall be
enforced to the extent it is enforceable.Any provision intended to survive slialfsurvive this Agreement's termination/expiration and dieconsummation of the transactions contemplated hereunder.'
Compass =
INVOICE
Minerals —
Page-1 of 1
PLEASE'REMIT TO/SELLER, FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASS MINERALS AMERICA
P O BOX 277043 48-1047632 NET 60 DAYS 6/10/2015 71345954
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
log
95-AUGUSTROBBENSSONS
06/09/15 W15004 1470551 - 1470551^
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. IFREIGHTTERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.0900 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 Terns and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>>
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the"Remit To'section and"Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions oCSalc("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
EIPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
PItiCES;TA;+t;S-;:GXCi"1 1'.AS OTHER\VISE SPECIPICD W'TI�iS'AGREEVIENT;i Ri(hS ARE SUBIECT TO CHANGE WFFH0UT--N0T C-H: ORr7ERv \`[i L BE,I?rVO+CL�.
.u-NLESS O'l l IERW ISE SPL'CIFIEb ill THIS AGREEMENT,"AT SELLER'S PRICE IN EFl"tC'I'OWI'HI:SCHEDULED DATE OF'SI41', 'i K1'. 1'i is s on the nvotCnrn focuroclit'ire a6l pi all
applicable discounts aiid':promofforllillo vances. References to.:tons"means shorn tons(2000 Jbs.)Airless otherwise,specified.. Any tax or olicr govcriwleuL Fclnllgcs'ndw of Itqcatle) ] vied
::upntipniduclion,sevet inch 4fact ire,dclivcry,storage,emisunilifion.'sale,usc'or'sliTpi'tic)ll ol')ii'oducts ordered or'soid`are"not`included in$ether's price and,\till be cJnr d t6 and I)'tiCl qty
4,CANCELLATION. Orders may be canceled by i3uyer only upon(1)written or or.ril 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 niay'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 fill or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's Financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries
or require reasonable assurance ofpayment.and in the absence thereof.to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(19%-
APR)of the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed liom the date of the invoice. Amounts owed by Buyer
with whCre 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 Sclicr f'or all attorney fees and court costs in
connection with dCiauh of these payment terms by Buyer.
6.DEL, VS`- All orders are subject to Seller's ability to nsike delivery at the tuneand ill the quantthes specified,and Seller shall not be liable for damages fol'failure to make partial or complete'
,hipntent Ill for any delay in making shipments. Seller shall not be liable for delays or defaults in dclivcry caused by forces not reasonably within Seller';control(including hilt not limited to dclays
or del,utlts by curricrS.CXtfeme cold weather.partial of Loud failure of Seller's intended production,transportation or delivery facilities.etc.,flood>.lir".,nr,nus.cn oth;r aa,;lit 1,d. w act iii
public CTIC My(or cis it disturbance).strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel).acts or onussiaITS of Buyer.aCII,'II oI'ill!, I'-''t:.l eIll 1101 1 r oihCt
fore Majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyci's Lie lav iu futnisit inu requested information to S c I I r,delays Ie,ulun-,from ordei changes by
Bever,or delay in unloading,shipments at the dclivcry point that are the fault of Buyer.
7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified c Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and
carrier',charges for notification p"rior'to delivery,demurrage,switching,detention. delay in unloading;diversion,or reconsigiment shall be tilef sole responsibility oBuyer. Buyer will assure title
and risk of loss concurrently tit accordance with Seller's.invoicing document.'On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's Prior written approval.
neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains filly responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.IN:ARRANTY/TIME FOR tN4AKING 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 OTIfER WARRANTY OF ANY KiND.EXPRESSED OR IMPLIED,IS MADE:BY
SELLER AND SELLER HEREBY DISCLAIM,IS ALL SUCH OTHER WARRANTiES, INCLUDING ANY IMPLIED WARRANTIES OF \-iERCHANTABILITY. FITNESS FOR A
PARTICULAR PURPOSE.OR NONINFRINGENiENT. Buyer must notify Seller of any claim with respect to Products,warranty.or any other claim under this Agreement within thirty(30)clays
of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be
limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall 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 othenvise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9. LLNiITAT10N 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 I-OR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE 10 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 fix any danmge 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. ENDENiNiFIC:ATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATE'S AND THEIR RESPECTIVE PRESENT OR FUTURE
F\lPl ON'IiFS. UI'PlC'ERS, llIItLCTOI S SH�ARbll(�L pLRS,.1NSURERS AGENTS AND REI RESENTATiVES (COLLECTIVELY,"INDEMNiFIL"D PARTIES`). FRAM r\-1,CL:Ai\IS,
LIABILFFIES;'DANIAGES,SUITS.PRMM6filNGS,COSTS AND,EXPENSES,(iNehfJ6IN G-kEASONABLG_ATTORNEYS'FEES)(COL'LECTIV- ',"LOSSES").FOR ANY DANIAGE,
INJURY, DEATEI. LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS :AGREEMENT, INCLUDING WITHOUT
11AI11 ATIOV. LO'�e OR DVMAGETO ANY PROPERTY OR INJURY TO OR DEATII OF ANY PERSON (INCLUDING. WITHOI'T I JNfiTATIc)N. BUYER OR ITS EMPLOVEFS).
U I11 I IIf-R ARI``IAc A� V A\ORb:I R�'t u\![11 NSA'I Ii)V( I.AIA1 OR liV'DER TIIFORIFS OF NI TORT-SFRI,'l I I Mill ."1 1v ,_ ,�AI.I ( I t W 1-11 P
OF ANI KIND, :AND LVLN ll THE RESULT OR ALLLCii-D RESULT OF THE CONDI'('T. N:ECi1-I6I-_NCE. ERROR. OM SURA- r)R RR,1_nCil UE IIif"" A(. Rl-i-A11 A I I)k 1Uv-
COMPLIANCE WITH APPLICABLE LAWS BY ANY INDE\-1NIFIE-D PARTIES. THIS PROVISION SILALf_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(he purchase price therefor is fully paid.
Seller may tile 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 einployces/agents (1) will comply with all applicable U.S. federal, state, local and fiarcign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Pauiot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claire:penalty or
loss of bCIICIIIS under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by
Scllcr,dcrlifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
i
13.AHkF LIANCOUS. 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 ol'Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agrcennenl constitutes the entire agreement regarding the subject
matter tjercof:no moll(anion may be made,unless in writing and signed by the parties:and no acknowledgmendaccepiance ofpurchase order loans containing different/additional terms shall hahc
foree or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thereafter. Any unenforceable provision shall be
enforced to the extent it is enforceable..Any provision intended to survive"shalI sui,ive t6.Agre6nlcnt's.termination/expiration ano the calls iimmaIioit of the transactions contemplated here wtClcr.
I
ass Com� —
_ INVOICE -
Minerals —
Page-1 of 1
PLEASE REMIT TO/SELLER:;,, FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
P 0 BOX 277043 48-1047632
AMERICA 4g 1047632 NET 60 DAYS 6/8/2015 71345041
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
06/08/15 W15001 1470543"' -1470545- SO - _
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. IFREIGHTTERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.2700 TN 96.00 2,425.92
I
SUMMARY:
PRODUCT 2,425.92
FREIGHT&FUEL
SUBTOTAL 2,425.92
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .50,540.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,425.92
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. "Sellcr"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 ill Buyer's bid,-purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SE'LLER'S OFFER iS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREEMENT.
3 PRIES TA\ES, LXCE T,A^ OTHERWISE SPECIFIED IN TJ IIS-AGREEMENT,,PRiC'ES.ARE SUBJECT TO-CHANGE WITHOUT'N'OTICEr ORDERS'NVILL-BE,INVOICED.
UNLESS OTHERWrk S('ECiFiED(IN THIS AGREEMENT.`FAT SELLER'S PRICE IN EFFCCT ON T�fE SCHEDULED DATE OF SHiP�hENT. Prices on the,jtjvotcm docuntcr(,.arc net.of all
•appli,cttUfe discounts ati8 promotional,allowances. References to"lops"means short.tpns(2000-lbs.)unless otherwisc,spccificd._ Any tax or ot)ler governmefital cliarges'tiow or hcccafjer.lcyicd
Lilco production.severance,manufacture,delivery,storage,const niption,sale,use or'shipfue'm of Products:ordered of sold'are not'included in.Seller's price;tad will,be•.charged to.and paid:by
a.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment,to Seller of reasonable cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no
obligation under any order submitted by Buyer(and may canccl the ordcr at any time prior to shipment).
>.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 he 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
tar require reasonable assurance ofpayment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%-
APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer
%,ith where there is no dispute will be paid without sct-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
comiccrion with&fudt of'thesc 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
.hipmcnt or for anv delay in making shipments. Seller shall not he liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays
&111ul;s by ramices,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
puhlic enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fircl),acts or omissions of Buyer,action of any governmental aulhm'ity,or other
force mgjeure event). Buyer shall.bc 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
Huycr,or delay in unloading shipments at the delivery point that are the fault of Buyer
7. SI11P1I'IENT 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 fos>cottcuTcntly 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 Buver against the carrier. Buycr has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Btiyer is solely
esponsible 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.% ARRANTY/TIMF FOR NIAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications ol-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,orally other claim under this Agreement within thirty(30)days
o1'Scllcr's delivery of Products or such clainn 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. fn 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 LIeA.BiLITY. SELLER'S LIABILITY FOR ANY CLAiM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LiNHTED 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 OTIfERWISE. 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.
lu. TNDEl•lN'IFICATIO\. BUYER Si-IALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE
-V,PLOYEES. OFFICERS. DIRECTORS, SHAREHOLDERS.INSURERS, AGENTS.AND REPRESENTATIVES (COLLECTIVELY,`INDEMNIFIED PARTIES"), FROM ALL CLAIMS,
LIABILITIES:-DANIAGES;SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAM ,GE,
INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT
I\II I \I-I()N_ i,t )R D.\NIAGF'r0 ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES),
,,.tt lit It VItI>i'��� -� O1:hLkS CU.\IPENSATIOA CI ,A1AI OR UNDER THEORIES OF NEGLIGI=N('F.TORT.S'IRIC'T LIABILITY.INTENTIONAL MISCONDUCT.OR FAULT
OI ,AAI KIND, AMM LA'LN IF"i IIF RESULT OR ALLE(iliD RESULT OI THE CONDUCT- NEGLIGENCE, ERROR, OMISSION. OR BREACH OF THIS AGREENIENT OR NON-
COIMPLIANCE\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 tine purchase price therefor is fully paid.
Sciler 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 CONIPLiANCE. 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 Scller 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.p ertifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
-jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance ofpurchase order forms containing different/additional terns shall have
force of effect. Seller's failure to enforce any provision will not be a waiver or its right to enforce such provision or any-other provision then or thereafter. Any unenforceable provision shall:be
enforcul to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's terrnination/ekpiration and the consummation of the transactions contemplated hereunder.'
VOUCHER # 152257 WARRANT# ALLOWED
368932 IN SUM OF $
COMPASS MINERALS AMERICA
PO BOX277043
ATLANTA, GA 30384-7043
Carmel Water Utility
ON ACCOUNT OF APPROPRIATION FOR
Board members
PO# INV# ACCT# AMOUNT Audit Trail Code
713455b(A a 10447,
'f 13 Lw!S--.,>c55 I' ,a 303. ZT
71348254 01-6180-03 $2,413.44
71 3 45 9,5 L
'7134?E�:?--�
1 t�N�d 55, It q
�I
-SW5LA�
5.Coo
Du 5L•CA
'1134-7 S-Z '
-7t340S8LC -P-453.' C,,
-1 t' 45 SS Lc l� , aL4tq.L q
Voucher Total
Cost distribution ledger classification if
claim paid under vehicle highway fund
Prescribed by State Board of Accounts City Form No.201 (Rev 1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show, kind of service, where
performed, dates of service rendered, by whom, rates per day, number of units,
price per unit, etc.
Payee
368932
COMPASS MINERALS AMERICA Purchase Order No.
PO BOX277043 Terms
ATLANTA, GA 30384-7043 Due Date 6/24/2015
Invoice Invoice Description
Date Number (or note attached invoice(s) or bill(s)) Amount
6/24/2015 71348254 $2,413.44
I herebycertify that the attached invoice(s), or bills is are true n
fy oice(s), ( ) (are) e a d
correct and I have audited same in accordance with IC 5-11-10-1.6
1,12,e,/,s
Date Officer