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247614 07/15/15 i CITY OF CARMEL, INDIANA VENDOR: 368932 `,. ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $"**36,221.76* CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 247614 v�iroN. ATLANTA GA 30384-7043 CHECK DATE: 07/15/15 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 50'23990 71348674 2,400.96 OTHER EXPENSES 601 5023990 71349138 2,447.04 OTHER EXPENSES 601 50123990 71349714 2,425.92 OTHER EXPENSES 601 5023990 71349715 2,355.84 OTHER EXPENSES 601 5023990 71350124 2,408.64 OTHER EXPENSES' 601 5023990 71350125 2,425.92 OTHER EXPENSES, 601 5023990 71350534 2,436.48 OTHER EXPENSES 601 5023990 71350920 2,400.00 OTHER EXPENSES 601 5023990 71351395 2,395.20 OTHER EXPENSES 601 5023990 71351939 2,386.56 OTHER EXPENSES 601 5023990 71351941 2,418.24 OTHER EXPENSES 601 5023990 71352372 2,460.48 OTHER EXPENSES 601 5023990 71352746 2,455.68 OTHER EXPENSES 601 5023990 71352747 2,386.56 OTHER EXPENSES 601 5023990 71352748 2,418.24 OTHER EXPENSES I I i COMPASS MINERALS TOTAL PAID: $ 36,221.76 INVOICE # AMOUNT ACCOUNT # 618.03 713527461 $ 2,455.68 71352747 $ 21386.56 - 71350124 $ 21408.64 713497141 $ 21425.92 71350920 $ 21400.00 71351395 $ 2,395.20 71351941 $ 29418.24 71349715 $ 2,355.84 71350534 $ 2,436.48 71350125 $ 2,425.92 71352372 $ 21460.48 713519391 $ 2,386.56 71352748 $ 2,418.24 713486741, $ 2,400.96 71349138 $ 21447.04 - i Comp. assINVOICEinerals Page-1 of 1 PLEASE REMIT TOlSELLER: ' FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERIC P 0 BOX 277043 481047632 NET 60 DAYS 7/1/2015 71352746 ATLANTA, GA 30384-7043 SOLD To: 462129/C54512 CARMEL UTILITIES SHIP To: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, [NJ 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 - -07/01/15- _—_W15003 _ __-__ 1478142 __, _ 1478142 _ 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 25.5800 TN 96.00 2,455.68 SLIMMARY• PRODUCT 2,455.68 FREIGHT&FUEL SUBTOTAL 2,455.68 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .51,160.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,455.68 WE APPRECIATE YOUR BUSINESS IN US DOLLARS ' This Sale of Goods is subject to the Berms 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 Buver's bid,'purchase order or other form shall be binding upon Seller. Seller rejects additional/different terns in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3 PRICES;'TAX,S' EXCVPT, 1S-OTHERWISE SPECIFIED IN.-THIS"AGREEMENT; PR,ICG',S,�ARF.SUBJECT TO CH tNGF XVITJ1OUT'NOTICT.BORDER 1ir�I L 13,E,"INVOiCCiD, UNLESS OTiIERl41SE ShE�iFiED'IN TI IIS AGREEMENT',AT SEI CER'S PRICE IN EFFEC ON THE SCHEDULED DATE 0} SIiIP\fFhT. I'riccs oat die.iu Dicing docuo}cari'tre,n ta„ill applicable cliscomiiti hltd'f)'r6hiotioti3G allonvances. Referen4cs ito`'tons"means short tons(3000-Ibs.)unless othervise.specific d,... ;1qy lax or ollacr gotctiunentii1 char ec Baer qr 6�icalt�il� cd _ipon production,severance.manufacture,delivery,slot age,consumption;sale,use or'sliipnicn(of Products ordered or sold are not included in Sellcr's price pnd ivtil L,y__eG2t cd to.;iptIthgicl,by Hovel. d.CANCELLATION. Orders may be canceled by Buyer only upon(I)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 Seiler("Products`)are shipped,Scllcr has no obligation under any order submitted by Buyer(and may cancel the order i t 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 most be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer of 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 Riturc deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buycr's order. A Finance charge of the lesser of 1.5°,per month - 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 firm the(laic of the invoice. Amounts owed by Buyer with n 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 auorney fees and court rusts in connection with clef uth of these payment terns by Buyer. U.DLLAI S. All olJcns-are'subJc t to Seller's ability to nuke deitvct'y at the time and in the quantities specified,and'Sellei'shallii6t'bii liable1br"damages for failure to make partial or complcic 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 delave or cicfaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods.fires,storms,or other acts of God,war or act of public emery(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer.action of any governmental authority.nr other form majeure event). Bever shall be,liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller.delays rc ultin�fiom order chances by Buver,or delay in unloading shipments it the delivery point that arc the felt 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 Buycr. Buyer will assume title and risk of loss concurrently in accordance with Seiler'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 Selleragainst all claims for personal injuries or properly danage 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 BLlyel'. Buyer is solely responsible for the carr,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.AYARRANTY/TIME FOR MAILING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipnnent.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(I)year after the accrual of the cause of action thereto. 9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITH THIS AGREEMFNT 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 'PORT (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 tnercunder 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 RESPECTIVF PRESENT Of: F1'Tl'RI. �'.1%1',1-11(71 DI'RC, 1"SITFRS. .YGFNTS AND RE-11RESI'V'l, 11VES.(LOLL!CTIA"[ LIABILFI11LS,DAMAGL-S,SUITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS' FEES)(C'OLLEGTIVELY,'"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 LINfITATiON. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR iTS EMPLOYEES), WHETHER ARISING AS A\YORKERS'CO,NIPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.INTENTIONAL`IISCONDUC'T,OR FAULT OF A\Y KiND. AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE. ERROR. O\11SSION.OR BREACH OF THIS AGREEMENT OR NON- CONIPLIANCE WITH APPLICABLE LAWS BY ANFINDE\INIFIFD PARTIES. THIS PROVISION SHALL SURVIVE EXPIR,vTloA OR I-FIR,MINATION 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 litlly paid. Seller may file any financing,statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to pertcct such security interest. 12. LF,GAL 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,ponalty�or loss ofbenetits under the Laevs:and(3)will cooperate with Seller in any audit/inspection relating to(he Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided Ire Seller,certifying such natters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.M16CELLANEOUS. Matters arising out of of 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 jurisdiSlion of Johnson C'ounh•,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subj ct matter hereof:no modification may be made,unless in writing and signed by the parties:and no acknotvledgmcnt/acccplance of purchase orde forms containing differenuidditional tcrm�shall ha4vc force or cffcci. 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. Anv unenforceable provision shall lie enforced to the extent it is enforceable.Any provision intended to survive sl0l survive this Agreement's termination/exphdtioil and the'consiunnmtion of the transactions contemplated heeunder.; — Compass INVOICE _ Minerals — Page-1 of 1 PLEASEREMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER C OMP AS P O BOX 277 43�LS AMEBIC 48-1047632 NET 60 DAYS 7/1/2015 71352747 ATLANTA, GA 30384 T043 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 --:07/01-115 - ----- LN150W CARRIER RAIL f TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.8600 TN 96.00 2,386.56 SUMMARY — — PRODUCT 2,386.56 FREIGHT&FUEL SUBTOTAL 2,386.56 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,720.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2;386.56 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the TI rms and Conditions of Sate on the reverse side of this Invoice CREDIT NOTE>> > (Terns and Conditions of Sale are alio available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement'-)relate or are attached. 2:OFFER. No terms in'Buyers bid.purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's document.. SELLER'S OFFER IS EXPRESSLY LIMITI=D TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF TIIIS AGREEMENT. 3 'i RiCES-1 'I AXIS.1`<Cl Fit Als,OT-rM VISE'ST'ECIFTI;D'iN,Tf-lls'"AGREEMENT;-P.R(CFS-ARE'SUBJECT TC7 CH CNCi.G'.) iTl.(Oli1 iv CJPICf ""ORDERS-1VTLL I3E ilV\(JTCIiI9. :LJ,NIUESS OTHERWISE SPECIFIED IN'THIS AGREEMENT,AT SELLER'S PRiCE IN EFFECT ON THE SCI IEDULED DATE bF Si IiPNIGN';I'. Prices on fl�,imotcnng �nc4mnt nt tic nu oJ;all apphcah'lc discounts,and'prgmofi©n51?allowances. fZefererces«o"torts"means short,tons'(20001bs;),unless othenvise,speeified.i._Any tax or other gorerririi;ittaT chargesinosc.ot hcreirl.er•kvicd i--upori-prgduction,severance,manufacture,delivery.storage.consumption,:sale,use or shipmerut or Products ordered or sold arc not included in Seller's price arl,d'.Will l g,char {tlq tnrjo ps;O_by Buyer. q.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller all(](2)payment to Seller of reasonable cancellation chary=cs 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 chipped,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 finurc deliveries or require reasonahlc as.,urance of payment.and in the absence thereof,to cancel,without liability,the unfilled portion of Bttver's order. A finance charge of the lesser of L5°,o per month(1390- APR)or the highest rale permitted by laiv will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date ol'thc inxoicc. Amounts owed by l3uycr with hehere there is no dispute will be paid without set-off for any amounts that Buyer may claim are.owed by Seller. Buyer agres to reimburse Seller I'or all attorney fce>and Court costs in connection with defauh of these payment terms by Buyer. 6.DELAYS. All orders arc subject to Se11er'S ability to make'de'livcry at the tithe and in the quantities specified,and Seller shall not be liablefor damages for failure to make partial or complete shipment or f'or any delay in making shipments. Scher shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to dclays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,ctc.,floods.fires.storms.or other acts of God,war or act of public encnry for civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer.action of arty,o� nntcnta a;uhm ilt .nr,ihar force majcure event). Buyer shall be liable for anv added expenses incurred by Seller because of Buycr's delay in furnishing requested information to Scher dclaN resu!tin'li,mh order rh.ut rs b Buyer,or LIClav in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION 119ATTERS. 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,denru rage,switching,detention. delay in unloading,diversion,or reconsienmcnt shall be the sok responsibility of Buyer. Bever 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 Produce and compliance hrith all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling ol'such Products, Claims for danhage or shortage in transit must be made by Buyer against the earlier. Buyer has the responsibility to inspect shipments before or(luring unloading to identify any such danhage or shortage and see that appropriate notation is made on the(Iclivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of dun 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 Buvcr nor anv 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 I'or 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 Btryer. S.WARRANTY/TIME FOR tMAKiNG 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 publishcd specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANI'KIND.EXPRESSED OR INIPLIED,IS MADE BY SELLER AND SELLER THEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTiES OF t\IERCHANTABILITY. 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)da\'s of'Seller's(lclivcr of products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole reinedv available to Buyer on account of am defect in rhe Products shall he linutcd In the replacement of such defective Products by Seller. In the event the remedy provided herein shalt be deemed to have Railcd its essential purpose.then Buyer.hall be entitled only rn a refund of'tile amounts paid to Seller for such delcCtiVC Products. Subject to the notification of claim provision above,no action for breach of the contact Im sale or 001 nm .e\wuh resrrct to Products will be Commenced more than one(I)year after the accrual of the cause of action thereto. 9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LiMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIA13LE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT. OR -FORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use ol'the Products delivered hereunder in numuBtcuring processes of Buycr or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, 1-101_D HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND TiIEIR RFSPECTIVF PRFSP,\l'OR PI"I't'RP INS:.1:1-RS ACI-' SAND RLR21_SJ.-., `;J!V;.S tCU'L Utt' ..I,... LIABILIT ILS.DAMAGES.SUITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES").FOR ANY DAMAGE. INJURY. DEATH. LOSS OR DESTRUCTION OF ANi' KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT. INCLUDING WITHOUT L1,VITATJON. LOSS OR DAINIAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR iTS EMPLOi'EES), WHETHER ARISING AS A WORKERS'CO,NIPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY.INTENTIONAL MISCONDUCT,OR FAt'1_T OF ANi' KiND, AND EVEN 1F THE RESULT OR Ai_I_FCFD RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION. OR BRiiACH Of THIS AGRL-L-MFNT OR NON- COiNIPLIANCE WITH APPLICABLE LA\\S BY ANIINDE.MNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR Ii-PMN\TION()I--!H!S 161Z!'I'\1.1-NT 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,it security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor is tinny paid. Scllcr 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 rorcign 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 clirmi.'penalry'or loss of benetits 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 it form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended rise of the Products as represented to Seller. 13.NIISCELLANEOUS. \Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to tine jurisdiction ofJohnson County.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subj'ct matter hereof no modification may be mnde.unless in writing and signed by the parties:and no acknowledgment/acceptance ofpurchase order forms containing diflcrent/additional terms shall hili e force of effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or an};other provision then or thereafter. Any unenforceable provision shall he enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's termination/expiration and the consiuunnation of the transactions contemplated hercun(ler.• Co mp ass — INVOICE Minerals Page-1 of 1 - PLEASEREMITTO/SELLER:...:: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER Poso7MI4MINERALS AMEBIC x 248-1047632 NET 60 DAYS 6/23/2015 71350124 ATLANTA, GA 30384-7043 SOLD TO: 462129/ C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, INJ 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 --06/23/15 - --IN15003---- ----1476297--------- =1475297�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 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 1-800-1743-+7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,408.64 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE >>> (Terms and Conditions of Sale are alio available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PA!'TIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold Td'section of an invoice to which these Terms and Conditions of Salc("Agrecmcint")relatc 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 LlNIITFDTO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. P.^,IQFS; S(XTsS, t1CFPT AS;OTHERWISE"SPL-'CIFIED 1NJIAIS AGREEhIENT. PRIG L S_A.RG SUBJECT TC7-C-HANUI WITHOUT N(?"i'tCE' ORDEiLS\ LL Bt lNVO1CCD, I,T.NLCS�OTI IER\V1SF SPECIFIED IN THIS AGREEMENT:AT SELLLk'S PRiCE iN EFFECT ON THE SCHEDULED DATE OF Il Prices pnit7rc tgtptot i d'acutuc'nj arp tict;4 ill "applicable thscounty Fad prtmoiitinaTallotvanccs. Referenoes tq',Fotis"means short.,lona(2Q0&LJbs.).unlcss otherwise;specific d.. Any tax or oilier govettimentitl charbc's itbtYttY h\i 1R�I 1St,.ud lion.prtjduct on,severance,manufactltre,delivery,storage,c tisiimption,sale,use or shipment o'I'Products ordered o'r sold are Ito{''included in$Seller's price Inyl;tt,i11¢N,chlrgccl to anti p ud iy Buvcr. . 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 cancel the order at'any time prior to shipment). i.PAYM ENT;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 Sellers 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 of require icasonablc assurance ofpeyment,and in the absence thereof.to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of L�)%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 t\here there is no dispute twill be paid without set-off for any amounts that Buyer may claim arc owed by Seller. Buyer agrees to reimburse Seller for all attorney ices and Court costs in connection with default of these payment terms by Buyer. o. UP LAI S. All order,arc subject to Seller's ability to mak-e delivery at the time and in the gtianfitics specified,and Seller-shall no-°&c liabic'far damages for failure to make partial or complete --- ` shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces'not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enenry(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer.action of any governmental authority.or other force niajcuic event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller.belays resulting from order changes M Buyer.or delay in unloading shipments at the delivery point that are the fault of Buycr. 7. SFHPMFN"r COSTS/TR.,NSPORTATION MATTERS. Unless othenvise specified on Seller's invoicing document,all transportation charge,. including,but not limited to. Seller's and caricas ch;mgc,for notification prior to deliverv,demurrage,switching,detention, delay in unloading,diversion.or reconsignment shall be the sole responsibility of Buyer. Buyer Will assume title and risk of loss Cnncurrenuh in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products anti 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: Claitne for damage or shortage in transit must be oracle by Haver against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such dam;ige or shortage and see that appropriate notation is made on the delivery tickets of 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.contrition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remain,'fully responsible for and shall promptly reimburse Sellcr for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buy-r. S.\\'ARRAN'1'Yfl IM E FOR:NIAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that.at the time of shipment,the Products will conform to the published specifications of 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 13Y SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.OR NONiNFRiNGENiENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's dcliwer:of PRidnetS or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buvcr on account of any defect in the Products shall be limited to tine replaeenncnt of such defective Products by Seller. lin 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 nnxnnM paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for broach 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. LLMITATION 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. ItNDEMNiFiCATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RI:SPL'CTiVE PRESENT OR FUTI'RE • ""tet ('71-I1!-PC `)IRF(-TORS.SliARF.LIOLDERS. IVSl RERS, AGENTS A\'n REI't_LSFNT Vl1\'ES (('Of I EX TI.\:!Y. 1�._fni ';.•:;:I_") f :k LIABILI I IES.DAM ,L-S.SUITS,PROCEEDINGS;COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES'), FOR ANY DAMAGE. INJURY. DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT. INCLUDING WITHOUT LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON(INCLUDING. WITHOUT LlivIITATION. BUYER OR iTS EMPLOYEES), NVHFTHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY.INTENTIONALMISCONDUCT.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 WITII APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE-EXPIRATION OR TLI011NATION OF THIS AGREEMEN"f. 11.SECURITY INTERF..ST. 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 frilly paid. Scllcr 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 ouployces/agents (I) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the IJ.S. Export AdminiMration 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 Seller.4crtifying 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.D11SCF.LLANFOUS. Matters arising out ofor in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law odes,and Buyer and Seller consent to tine 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 acknotalcdgment/acceptance of purchase order forms containing different/additronal terms shall htii,e .force or effect. Seller's failure to enforce any provision will not be-a waiver of its right to enforce,such provision.or any other provision then or thereafter. Any unenforceable provision shall Ire enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agrccnient's termination/expiration and the consummation of the transactions contemplated hereunder.' i ® comp S = . INVOICE _ Minerals — Page-1 of 1 - - - - PLEASE IRPM IT TOISELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA - P 0 BOX 277043 48-1047632 NET 60 DAYS 6/22/2015 71349714 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 LADINGORDER NUMBER ORDER TYPE 10995—AUGUSTROBBENSSONS _. _ _ _ 06/22/15 W15001 1476291' - 1476291— 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 1 C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.2700 TN 96.00 2,425.92 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 1-800-743-7258 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 T 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 Terns 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 LiMITL-D TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3: PRICES;'TIAY'E$.,,;EXCE-PT AS:;OTH'ERWISE-SPECIFIED IN-THIS-AGRE•EMENT-PRICES-ARE-SUBJECT TO-GHANGE-W{TROUT•NOTICE>--ORDERS-WI{L-BE-•INVOICE-D, UNLGSS.OTHERyY1SE'S15E�[PICDrIN THIS AGREEMENT.AT SLftEk'S PRICE IN EFFfC,&ON'i'1 iC SCHEDULED DATE OF'SIIiI'NiENT. Prices the invotcmo docutticuCitre net ofall applicable discounts;and'gtron)otional allowances. Reference~to,"tons"meatus short sons(2000 lbs,),unless otherwise specified.,.Any tax or other governs etital'chtirges notv,or ttCienit r lei cd spoil-production,scvcrindc,manufacture,delivery,storage,c'onsunnption,sale,useorshipinehf d1 Products ordered orsol`d are not included in Seller's price mrd-will,be.clkargcd'.fo'and,pa d by Buyer. -I.CANCELLATION. Orders may be canceled by Buyer oniv upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonal:46 cancellation charecs 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). i.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 tine of delivery for future deliveries or require rca�onahlc assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buycrs order. A finance charge of the lesser of 15%per month(18%- APR)or the highest r,uc permitred by law will be assessed on all past due accounts. Interest charged ort a past due invoice will be assessed fiom the date of the invoice. Amounts owed by Buyer kith 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 drlimtli of these payment terns by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time.and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action orally governmental authority,m other force olajcurc event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested infornunion 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.SHIPN'IENt'COSTSrrRANSPORTATION NIATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery.demurrage,switching,detention, delay in unloading,diversion.or reconsignmrent 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 and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or[luring unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is 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 or its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR MAKING CLAINIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to file 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 hcrcof 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.LiNUTATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any claniage to persons or property resulting from the use of the Products delivered hereunder in nianufiucturing processes ol'Buyer or in combination with other substances or otherwise. Inn. iNDEMNiF1C:'TION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE 'S_INSURERS,AGENTS AND RLPIU-SLNTATIVES (COLLECTIVELY,"INDEMN'111ED 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 LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WIT14OUT LIMITATION, BUYER OR ITS EMPLOYEES). WHETHER ARISING AS A\YORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KiND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE. ERROR. ONMISSiON. OR BREACH OF THIS AGREEMENT OR NON- CONIPLiANC'E WEili APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SIIALL SURVIVE EXPIRATION OR TERtNIINATION OF THIS AGREEMENT. 11.SECURI'T'Y 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,certifying such ul:ntcrs as requested by Seller,its 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 hcrcof;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 torte or piTect. 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 terntination/eapiratioit and the consummation of the transactions contemplated hereunder. Com ass = INVOICE AlineYals _ Page—1 of '1 PLEAS EREMITTOSELLER: ! I FEDERAL ID#: PAYMENTTERMS INVOICE DATE INVOICE NUMBER PCOMPASS O BOX 277 �LS AMERICA 04348-1047632 NET 60 DAYS 6/25/2015 71350920 ATLANTA, GA 30384,7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP To: 505808/CS54514 3450 W. 131 ST STREET TFIELD IN� 46074 CARMEL UTILITIES WES 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995>7 AUGU$TROBBENSSONS.___ 06/25/15 W15004 �4I63u4` —1476304`-` 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 25.0000 TN 96.00 2,400.00 141 SUMMARY: PRODUCT 2,400.00 FREIGHT&FUEL SUBTOTAL 2,400.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: I TOTAL WEIGHT. . . 50,000.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17258 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 T Inns and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > e also available at www.nasalt.com. and Conditions of Sale ar o ) germs n IN US DOLLARS TER-NIS 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 Terms and Conditions of Sale("Agreemcot"I relate or are attached. 2:,OFFER. No terms in Buye? Is id,'parchase order or other form shall be binding upon Seller. Seller rejects additional/different terns in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LiMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREEMENT. 3 PRICES; TAXE ,_ N��I",F'!iS,OTHERWfSE"SPECITIED [N,TIIIS—AGREEMENT PRICLS'ARE SUBJECT—TO-CHrU'GE WIT[io-U. -'�`O'iC-E:'•-ORDERS;\VItL BEii,4VE)1C£1�: :LrNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,ATSt'L6i'S PRiCE IN EFf'El�' 661 Yh'kHEDULED DATE OF'Slill'iv1TNl). Prices on the;imotcm�deCumcta'e ti t oY ell applicabl8 discounts,"add¢romotSonahitllowances. References to;`tons"means shots tons,(2000 lbs):.unless otherwise�pcctfied.;,Alty tax or other governmental enrgcs'hbty 6t hefLal�cr iwtL _111poh.prohaction,sevc ince,niatSufaciure,delivery,storage,'consumption,Sa]e,use or shrppciil ot`Phoducts ordered or aofd arc`nbt Included in Seller's price and,nall he charged:to:and pard 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.Sellcr of reasondble.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 Hurst 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 f om 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 cottrt costs in cnnnectinp with Jetault nrthese payment terms by Buyer. 6.DELAYS. All orders are subject to.Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,tires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any govenuncntal 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 titic,.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 identity any such damap br shdrtige and'sce 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 not any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRAN'TYMME 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.Sellers 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 INDENINIFiCATiON. BUYER SHALL INDEMNIFY,HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RPSPECTIA'E PRESENT OR R'TI'RF- �. JILL IQIiSr>11R 1jOLDLRSINSURLRS,nGENTS AND REPRESENTATIVES (COLLLCTIV'ELY, "INPLMNIFILD PARfILti"„ IRUIM ALL 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 LROTT.ATION, LOSS OR DANIAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES). WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY,INTENTIONAL MISC'ONDUC'T,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 T1IIS 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 audithrrspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided hy 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 subjc�t 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 a waiver of its right.to epfprce such.provision,or any other provision.,then or thereafter. Any unembiccable provision shall be enforced to the extent it is enforceable.Any provision intended'to survive shall survive this Agree'ment's termination/expiration and the consummation of the transactions contemplated hereunder. i ® Comass = Pl-. , INVOICEinerals — Page-1 of 1 PLEASEREMITTOISELLER FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMSER Ps271a3RALs AMERICA o ox 7048-1047632 NET 60 DAYS 6/26/2015 71351395 ATLANTA, GA 30384-7043 SOLD TO: 46212',9/C54512 CARMEL UTILITIES SHIP T0: 505808/CS54514 3450 W. 131ST 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-1--- _ 06/26/15 W15005 _ 1478 f:33 CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAXIID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.9500 TN 96.00 2,395.20 i I SUMMARY, PRODUCT 2,395.20 FREIGHTI&FUEL SUBTOTAL 2,395.20 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,900.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-1743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2;395.20 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (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 lid`purchase order or other form shall be binding upon Seller. Seller rejects additional/differcnt terms in such Buyer's documents. SELLER'S OFFER iS EXPRESSLY LiMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT 3 PTZIC�ES,TAXF,,;_ \CERT AS OTHERWISE SPECIFI)D i1 TI I AGREE,4ENT•;4 k�CLS A[tl SUBIECI IO CETAIeCIl �V},IX?IX"C' OTICL OT{DYt{S('l{1Y i?Lt;17VY xr f?J, "U'A7LES.qp OTHERWISE SPECIFIED IN THiS AGREEMENT,AT SELLS 'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENf. Prices or ljte rcoi nL ducumpn4_�re het of all ...anplicabK-discount pioriztitignal allowances. Refererieet;td.,-tbhs"mytans short't'oits(�000'�bs j unless ojhcrwisc_�tce,af d A-ny,tax or other- ernmental charges nov or.fierc�('pr Io.�ncd upon-production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold are not included in Seller's price to,and-ptiid.bj Buyer. I 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 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 prim 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 file 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(13%- 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 oNved by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attomey fees and court costs in �•,�-it!-0,'.l•.•fi w ihcse papnwnt term,by Buyer. 6.DELAYS.-All orders arc subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc„floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall he 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 Buver,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. Oil passage of title;Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances'arid will indemnify Seller against,alt claims for personal injuries or property damage arising from the storage,use or handling of such.Products.,_'Claitns 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-in),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 MAILING 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 NONI•NFRINGEMENT. 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.LLMITATiON 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 ANN' 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. t"D NIYlFI \TTf)'i- BIIYFR SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RFSPECTIVI- PRFSCVT OR F1 TI"RF - civlrr,v:v->i-hS,Wr�.hlt; tt�; DiRtCIORS,-SHr1REHOLDERS,-1NSUI{-ERS,AGENTS.AND-REPRESENTATLVES-(GOLtECTIVELY,>.1NDEMNIHED PARTIED-),FROM ALL CLAIMS, LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FORANY DAMAGE, INJURY. DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WiTHOUT LIMITATION, BUYER OR ITS EMPLOYEES). WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.INTENTIONAL N4iSC'ON'DUC'T,OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION, OR BREACH OF THIS A(;REEMENT 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 tilt 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. t 13.b•HSCELLANEOUS. 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 liereof;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 orFeffect. Seller's failure to enforce any provision will not.be,a waiver•of its right:to enforce-such:provision-or;my-othecprovision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended"to'survive shall's'Nive this Agreement's'tcrminatiot/expiration and the consummation of the transactions contemplated hereunder.l — 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 6/29/2015 71351941 - ATLANTA, GA 30384-7043 1 SOLD TO: 46212'9/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 FROMDATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGU.STROBBENSSONS -- --- ---� - - ,- - -- ------06/29/1"5-------1N15OO4---- - - 1473138---- ----1478'38-_—SO-- CARRIER SO--CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. I FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.1900 TN 96.00 2,418.24 - SUMMARY: --- ------- - - I 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 1-600-743-7258 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 Terns and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> erns and Conditions of Sale are also available at www.nasalt.com). N US DOLLARS R I 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 additionaUdifferent lerins in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LiMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. I'RiGES;"1'elXES. It\CEE?7`9S'"OTHEKtVISE'SPE('1FlED �N THIIS-AGREEMENT„PRICI S ARE SUBJECT"TO"C1;1\�-3L WITI-IQUT NOT7("J3:""Gte��rR, t1;J t )31T.:Ji7.rft)';1D, -UNLESS O"I'IIER�VISE SPE IFIED IN THIS AGREEMENT.A i SCLLI,R'S PRICE IN El ECT iJN�I`i"IttSCIdEDULED DATL'OI �rll(1'titEN'f. Pnccs on dtc)nw ytge l t mcnt a{finer a(ill apI IicaHle discounts and liromdt%o>�Y allowances. Referagces to•"to•os"rpcans short tons 2000-Ib&. unless othcrvis¢,�Itecified.,-. \f v tax or ocher eoveriniichiaT`liug s n wi.or hucalter,IcYiLd 4 ., _...iyion production,severance,manufacture,delivery,storage,-corisurnption sale,use or shipment iib I�ioducts'ordered or sold ai'c not included in;Scllcr's price Lrnr�,�ttl.)?__eltatgg(1 aid by Buver. I.C .NCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)paynent to Seller of reasonable cancellation char;cs 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("Proditcts")are shipped,Seller has no obligation under any order submitted by Buyer land may cancel the order at any time prior to shipment). 5.PAYM ENT;CREDIT;PAST DUE ACCOUNTS. Buver will make payment to Seller at the lime 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 hate the prior appro\al of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whencver reasonable grounds for insecurity arise with respect to duc pa\nieni front 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 dcli�cry for iiuuic deliveries or icquirc rcasonahlc assurance of payment.and in the absence thereof to cancel,without liability,the unfilled portion of Buyer's order. A finance charge ol'the lesser o.+1S` per month(1 - APR)or the highest rate permmed 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 Amount Orval iso filler %with where there is nn dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney Ices and cOurt casts m connection th lcIlwit ul these pay ment tennS by Buycr. 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 fur damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total Failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God.war or act of- Public fpublic enemy(or civil disturbance).strikes.lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer.action ol'any goycrnmcntal authority.or other force majcuie event). 13tn'er Gall be liable for any added expenses incurred by Seller because of Buyer's dela\in furnishing rcquc<tcd inlivmation to Seller,dclaws reaultir.g fnnn order changes by Buyer,or delay in unloading,shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS,/TRANSPORTATION NIAT-rERS. Unless otherwise specified on Seller's invoicing document,all.transportation charges, including.but not Iinute(I to, Seller's and carrier's charges for notification prior to delivery.denutrrago,switching,detention, delay in unloading,diversion.or reconsignment shall be the sole respnnsibility ofBuyer. Buyer will assunic title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper picleciion of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims ror personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or sholage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify tiny 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 Buycr. Buycr is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer 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.WARRAiNTY/1INI E FOR NIAKING CLAli1IS. Seller warrants only that it will convey good title to the Products and that.at the time of shipment,the Products will conforn,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.1_XPRESSED OR IMPLIED,IS tNIADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF ML-RCHANTABILITY. FITNESS I-OR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer n7llSt notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement avithin 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 Buycr 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 PAR'T'Y FOR ANY INDIRECT, INC'IDFNT:AL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER 13ASED 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 hercunder in manufacturing processes of Buyer or in combination with other substances or otherwise. III_ tVDl•;�lA`IFILV"FIOA'. M,YER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SFLLER AND iTS AFFILIATES AND Till-1!Z R1 CPEI"fl'.'i :'la Si`.I Of,' 1'1 1'1 R! 11 r•_ '-'llt Il2ti, L\I I,IIULD.CKS..!NSURERS,AGENTS AND RCPRL"SLNFATIVLS (COLLECTI\'LLit, "1\ll ',L,1;l!LU i'Aki:� Pu.\i :1:_L t.LA,%—, LIABILITIES.DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES").FOR ANY DAMAGE, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT. INCLUDING WITHOUT LIMiTATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT Llt\41T:ATION, BUYER OR IFS E\1PL01'I I:S). WHETHER ARISING AS A WORKERS'COMPENSATION CLAiM OR UNDER THEORIES OF NEGLIGENCE.TORT.STRICT LIABILITY.INTENTIONAL\11SC'O'\D1'('I,ORF 1 \I' '1' OF ANi' KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE. ERROR. 0AIISSION.OR BRr A('11 OF ]ITIS OR VON- COMPLIANCE WITH APPLICABLE LAWS BY ANi'1NDENINIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPiRATiON OR TER.UI\:\-LION OF T HIS AciRI-EMEN I. 11.SECURITY INTEREST. Buyer grants to Seller,and Scllcr retains,a security interest in all Products furnished by Seller and the proceeds thereol;until the purchase price therefor is filly paid. Seller naw file any financing sit tcments and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COtNIPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and f'or'eign 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 any 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.NllSCELLANEOUS. 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 rte 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 panics:and no acknowledgnienUacceptance of purchase order liarnu containing diflerent'additional terms shall hawc force of effect. Seller's failure to enforce any provision will not be a waiver of its right to enforcp 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 sit allsurvive this Agree»ienNs teiinination/expiration and the consununation of the transactions contemplated hereunder.' -Compl,"ass INVOICEinerals Page-1 of 1 = PLEASE REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER = COMPASS MINERALS AMERICA P O BOX 277043 48-1047632 NET 60 DAYS 6/22/2015 71349715 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES 3450 W. 131 ST STREET To: UTILITIES /CS54514 CARMEL UTTILITI WESTFIELD, IN 46074 CA 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995—AU.GUSTROBBENSSONS__1--- _ 06%22/15 -- VV15003-_ -"- 1476294 -F 1-476234----SO— CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. I FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.5400 TN 96.00 2,355.84 SUMMARY: --- PRODUCT 2,355.84 FREIGHT&FUEL SUBTOTAL 2,355.84 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,080.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,355.84 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Term.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. -?.OFFER. No terms'in Bnyer'"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. i, PRICES AXES: EXCEPT AS:aTHERWIS12,SPECIFIED-IN-TFIIS-AGREEMENT-j?RbCE:S_ARF-,SUBJEETTO El+t\NGE-WITIiOUT NOT{CE:—ORDER RS- '[L-L-BE,IPTVOICED, UNLESS'OTI-1ER\VISE STfECTFTED I{N THIS AGREEMENT,AT SE`LLER'S PRICE IN EFFti`' OTS fF1E SC1-1EDULED DATE 6F'S11 51 HENT. Prices on thein oiClag dochniwtt are net pf"ail °-, appiicah1c citScounl"-„ahcT pi,oniot'iotfai allowances. Refergneos to"tons”means short tone(2000-1hs.)unless otherwise specified,.,Any tax or other govern en aha'har,�es now or.hel'eal9pr levied upon prciduction,severance,manufacture,delivery,storage,con.tLlinpiion,isale,use'or'shtpfluLn'oi"I'Voducts ordered or sold are nai'"included in Seller's price apd will_be charged io,and pnifl.b Buyer. 1 -1.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'reasohable 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). S.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 Depariment and must be specified in writing on Seller's invoicing docmnent. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with n:apect lu BnN'el"S fin:utctal 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 rca,onable:t"urancc 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.>%per month(IR%- APR)or the highcm rate hcrmttted 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 nn dtsputc x,dl 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.dc!',dt of these peNment terms by Buyer. 6.DELAYS. All orders arc subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by caniers.extreme cold weather,partial or total failure of Sellcr's intended production,transportation or delivery facilities,etc.,Floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majcure event). Buyer shall be liable for anv added cxpcnses 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. T SHIPMENT COSTSTFRANSPORTATION biA7:TERS. Unless,othervise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges fol'notification prior to delivery,demurrage,switching,detention. delay in unloading,diversion,or rcconsigmnent 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 or 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 transfor 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.WARRAN'fl/TI N,IE 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 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 NONINFRINGEMENT. Buyer must notify Seller ofany 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)yearafter the accrual of the cause ofaction 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 DAMAGE'S FOR ANY CLAiM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (iNC'LUDING 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 manudacturing processes of Buyer or in combination with other substances or otherwise. lit I\Dl;.11N'IhI!'\"ItO\. 13HYE-R SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE :Z;lcc-TUI2S,SIt.11tGIlOLDLRS,INSURERS AGL\Sti 1\I�;RI[RLSlN1AT1V€S;(COLLECTIVELY,"INDEMNIFIED PARTIES'),FROM ALL CLAIMS, LIABILITIES,DA,NIAGES.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 WIT14OUT LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR iTS EMPLOYEES). WHETHER ARISING AS A WORKERS'COMPENSATION CL.AiM OR UNDER THEORIES OF NEGLIGENCE.TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION. OR BREACH OF THIS AGREEMENT OR NON- C'OMPLIANC'E WITi I APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATiON OR TERt\91NATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller stay file any financing statements and give notice of such security interest to third parties as Seller may determine lobe 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 Scller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. ' 13.(MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance ofpurchase order forms containing different/additional terms shall have force or effect. SCIICr'S failure to enforce any provision will not be a waiver of its right to enforce such provision Or any other provision then or thereafter. Any unenforceable provision shall he enforceid to the extent it is enforceable.Any provision intended to survive shrill surviLe this Agreement's termination/expiration and the consummation of the transactions contemplated hereunder. ® Compass = Minerals INVOICE — Page-1 of 1 - - - PLEASE REMIT TO/SELLER' FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP O BOX 277043 48-1047632 AMERICA 4811047632 NET 60 DAYS 6/24/2015 71350534 - ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W. 131 ST STREET CARMEL UTILITIES WESTFIELD, IN 46074 5484 E. 126TH STREET CARMEL, IN 46033 UNITED STATES SHIPPED FROM I DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995—AUGUSTROBBENSSONS - - ----06/24/15 —`V1rr15005' - "-- -- -1476302-1-1-476362--, —S&�--— CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.3800 TN 96.00 2,436.48 I SUMMARY:-- — - — - - -- ----- ---I PRODUCT 2,436.48 FREIGHT&FUEL SUBTOTAL 2,436.48 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,760.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,436.48 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the berms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are alio 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 termsin.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. 1'I2iCES t 'X 5. EXCEPI,rt S-OTHERWISE�SPECIFiEL) iN FHiS--AGREEMENT PRICES,ARE,SUBJFCT TO CHANGE WITHOUT-NGTICE.-,OR \VILE BI's iNVO'£ED, UNIT ESS OTHERWISE SPECIFIED IN THiS AGREEMENT,'AT SELLER'S PRICE iN EPK&6 THE SCHEDULED DATEOi'Srfl iIhNT. Prices on th _q,iffibjCfilg'.6cuhielit arc belt Frill applicable discounts.and pt.Qmdtionhl!allowances. References to,"ton's'means slnort,tgns(2,000.,1bS.),unless otherwise• ecified.. .any tax or other governit ilial"chhr es it w tlj h$t3ftei lev ed iiptiti.prbduction,severance.manufacture,delivery,storage,'cdnsut ption,sale,use or shipment'of Products ordered or§bld"ai roof,included in Seller's price an i will.be eRarged lo,;nd,p?dib} a.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Se11ei and.(2)paymenCto'Scller 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 Softer("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 terns 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 I.5"4,per month(IS"l- 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. A'M Oin5 owed by Buyer with them 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 conne,tion with do.cult ofthcseha}ment terms 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 nofbe liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods.fires.storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including file]),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including, but not limited to. Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage br shortage aiid see that appropriate iiotation 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.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 arc subject to change at any time without notice to Buyer. NO OTHER WARP ANTY 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 Sclfer'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 tine 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 tine 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. !NDEI'INIFICATIO'N. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVF PRESF,N'T OR FUTI'RF tV'}FS.Ui i IC't IRLC IQILS,SI11RL1-IOLDCRS,INSURERS, ACGNTS AND i{FPRGSI VTATIVES (COLLECTR'L''LY,;'INDL1]\1<1 D P<1UT S l fCJ`vl ALL,(L,UMS, LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY;"LOSSES"),FOR ANY DAMAGE, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING,WITHOUT LIMITATION. BUYER OR ITS EMPLOYEES). WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAI TL f OF ANY KIND, AND EVEN iF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR, OMISSION. OR BRFACH OF THIS AGREEMENT OR;NOiN'- CON,IPLIANCE WI IH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPfRATION OR TER 41NATION OF THiS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest ill 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,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 itsright 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 AgreeineriCs termination/ezpitahoh:and tbe`consitmnnation of the transactions contemplated hereunder.' Compass = INVOICE Minerals — • Page-1 of 1 PLEASE REMITTOISELLER :I I FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER = COMPASS MINERALS OX 7048-1047632 NET 60 DAYS 6/23/2015 71350125 _ 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 ----- - - � - 06/23/15--- W.15005 CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUSTAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.2700 TN 96.00 2,425.92 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 1-600-1743-7258 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 >>> (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 Terns 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 Buver's documents. SELLER'S OFFER iS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF TI IIS AGRE=EMENT. 3. PRICES TA?:FS; L CERT.AS';OTHCRWiSE'S PLC II.iFP IN-THIS AGREEMENT-PRICES-ARI: SUBJECT'FO-CIIANC31; 1VECHOUT-NOIiCI: 'ORDCRS:��IILL Br•INVOICED, tNL�SS OTI IERIVISC SPECIFIED i THiS AGREEMEN ,ATSELCER'S PRICE IN EFFECT'ON 1'iiE SCHEDULED DATE OF SIIt1'MI:N)'. Prices on tlkc invotcnl�dacinuent-try-,nct,'o�f'alI ` applicable cb,counts iilU prd(i oil taut�Ifowances. References to."tons"means short-.tons-(2000 lbs).unless olheiwisc,spcoi.iA ed: ny tax or other governnle tafcharges''ndR pt��rellf r Intii'e l --iq cimProduction,severance,manufactire,delivery,storage,consumption,sale,use orslupmenl of-Products ordered or sold'are`nof included to�cllcr's price aq wtll.be,charged to ant 0iid.by Bu Vel', .. d.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Scllcr'and(2)payment to Seller of'reasonalilc camccllatimn charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")arc shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may.in its soleju(Igment, 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 a(Mince or at the time of dclnr efor(stere dclicerics or require reasonable uourance of payment.and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge ofthe lesser of per month(18"a,- APR)or the highest rdc penniucd by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed front the date of the im'oice. .Amounts owed by Buycr with Nk hero there N no d1lpLlte\\ill be paid without set-off for any amounts that Buyer may claim me owed by Seller. Buyer agrees to reimburse Seller for all attorney tees and court costs in cnm,c;tion with 11, these payment terms by Buy r. ` 0.DELAYS.:'AII orders are"§dU'e'ct�(o Seller's ability to make'dclivcry at the time and in the cfuanti'Ues specified,and Seller shall'ioi be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or dcratdts by carriers.'extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-oats,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buycr,action orally governmental authority,or other force majeurc event). Buyer shall be liable for anv added expenses incurred by Seller because of I3uycr's delay in furnishing requested information un Seller.delays resulting from order changes by Buver.or delav in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to. Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsigmnent shall be[lie sole responsibility of Buyer. Buyer will assunic 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 file carrier. Buyer Inas 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 in inspection report furnished by due 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 Buycr 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.'NARRANTV/TIINIE FOR MAKING CLAINIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND.EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS I.OR A PARTICULAR PURPOSE.OR NONINFRINGENIENT. Buyer must notify Seller orally claim with respect to Products,warranty.or any other claim under this Agreement within thirty(30)days of Seller"s delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in tlic Products shall be limited to the replacennent 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. LINIITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WiTH THiS AGREEMENT WILL BE LiMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LiABLE TO BUYL-R OR ANY THIRD PARTY FOR ANY INDIRECT. INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASFD ON WARRANTY, CONTRACT, OR TORT (INC'LUDiNG NEGLIGENCE)OR OTHERWISE. Btrycr 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. rl INDF:IINIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPEUTI\E PRF5EVT OR FU'Pt'RI? I t In!i Ir'I i+�. 11IRf('TORS,.SILV2EIInl_DERS,_INSLIRERS,--A EtNT� A n_REI'RL'SI?; 1f11"ES (COLLLC'Tlu,-CL1',"1',Ill ',1-11"!' I',;1!i"_it=s i ;�i,! ALL LIABILITIES.DAMAGES,SUITS,PROCEEDINGS;:COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES-'),FOR ANY DAMAGE-. INJURY. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT. INCLUDING WITHOUT LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIIN11TA"TiON. BUYER OR ITS FMPLOYEFS), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.INTENTIONAL MISCONDt'C'T.OR FAt'LT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. O\IlSS1tNN, OR BRF'•.t'11 OF Tilly A(;RL-LMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY IND8MNIFIED PARTIES. THIS PROVISION SHALL SURVIVE LXPIRAT)UN'UR 1 ERMINATION 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 ors'uch security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employces/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations. including tile U.S. Export Adminisuation Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penaltyor loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request.Buyer will deliver a certificate to Seiler in a form provided by Seller,certifying such nmttcrs as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13..IiSCELLAi dEOUS. 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 tine 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 thesubject matter hereof:no modification may be made,unless in writing and signed by the parties:and no acknowledgnnenUicceptance ofpurchase order forms containing differcnt/additional terms shall hai•e force or effect. Seller's failure to enforce any provision will not be a waiver of"its right.to enforce such provision or.-any other,provision,,then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreenicl is termination/expiration and the consummation of the transactions contemplated hereunder. i ComZ=aSS T INVOICE Minerals _ Page-1 of 1 PLEASEREMITTO/SELLER. : FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS OX 0 48-1047632 NET 60 DAYS 6/30/2015 71352372 = ATLANTA, GA 30384-7043 SOLDTO: 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 I i SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADINGORDER NUMBER ORDER TYPE 10995—AUGUSTROBBENSSONS_ �_ _ -661-30A-67— W15604` —1 G _478i-4 `1-4781-40 - S^— CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. F EIGHT TERMS TERRITORY 76599 178 - PRODUCT ELIVERED TRUCK C08 TAX STATUS TAX,ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 i PRODUCT DESCRIPTION TAX QUANTITY UOM U IT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.6300 TN 96.00 2,460.48 SUMMARY: PRODUCT 2,460.48 FREI HT&FUEL UBTOTAL 2,460.48 TATE TAX C UNTYTAX CITY TAX MESSAGES: I TOTAL WEIGHT. . .51,260.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,460.48 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the 1,erms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are alio 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 din,Bbyci'S fiid.':ptirchase order or other form shall be binding upon Seller. Seller rejects addilionalid ifferent terms in such Buver's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. ._ 3: PRICES "TAXES_, ,XCEPT AS.OTHER\VISE SPECIFIED IN THIS'AGREEMENT,PRICES AR-F:SUBJEC-T-TO-CHANQ WJ-TIJOUT-NOt ICE--ORDERS WII th3C,,IN OICED, -Lt1lLESS OTHERWTS�Sts'c r'D[N THIS AGREEMENT,'AT SELLER'S PRICE IN EF$ECT ON THE SCHEDULED DATE-OF SH[PM'ENT. Priccs Qrt,}he:jnvp cu7v dgcutnui(;jre net o,C ill ,applicable discounts`aiid pro)iiotioiial allowances. Referenecsao,-tons"means short tons(2001}Ibs;)unless otherwise,-specified. A.try tax or other govcrnniefi'thl ellarges nbw or-lfci'cattor letYed t pon-production,sc ierance;m5nbfncture,delivery,storage;consumption„sale,use or shipment bTProducts ordered dr sold .rc not"included in Seller's price and-wi11•ne cltargc to,and p•ttd t 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�rcaso'nab(c 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.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 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 m'at the time of Je1kcry for future deliveries or require reasonable a., urance of paynnent.and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1 :1" per month(I S - APR)or the highest rate permuted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed fiom the date of the invoice. Amounts owed by Buyer with where there is no dispute t�ill 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 v,nh del'eult of these payment Penns by Buyer. 6.DELAYS All orders are subject to Seller's ability to make delivery at the time and in the quantities'specifie d,and Seller shall not be liable for damages for faiture to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather.partial or total failure of Se ter''s intended production,transportation or delivery facilities,etc,,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of arty 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 front order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges. including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such'damage 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 mail the railcars arc released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.NVARRANTY/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,wananty,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 nnanulacturing processes of Buyer or in combination with other substances or otherwise. 10 iNDEMNmcA"r10�. W YER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPI C-11A L PRFM`-'l OR 0'1t Rl ULCILLR.S._L71RbCTCJ1:S,jllARlLiOLDGRS„INSURERS AGENTS SND.REP.RESL\TAfIVGS..,(COLLECTIVE;LY,."INDEMNIFIED.PAR`HES5 );-i-RVNi RLL t.Ldltv'iJ; LIABILITIES,DAMAGES,SUITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, Hl )'Ek Ok ITS FNIPLOYEES). WHETHER ARISING AS A WORKERS'CONIPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT.STRICT LIABiLIT,'.IN 1'FV'iION'AI NIItit UA'IT'CT,OR FAULT OF ANi' KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION. t IR HRL.AC 11 Of 6115 A6RL•LMI.N F 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 anyclaim;penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyerwill 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 licreof,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 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 t,(nen or thereafter. Any unenforceable provision shall be enPorccc to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's termination/expiration and-theconsummatiot of the transactions contemplated hereunder. Compass = INVOICE _ Minerals — Page-1 of 1 PLEASE REMITTO/SELLER: I FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P 0 sox 2717043�LS 1.AMERIC� 48-1047632 NET 60 DAYS 6/29/2015 71351939 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 -- - - W15005`--- - -'-1478i34- --- 147ai34-'- - 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 24.8600 TN 96.00 2,386.56 PRODUCT 2,386.56 FREIGHT&FUEL SUBTOTAL 2,386.56 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,720.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,386.56 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Salc("Agreement")relate or are attached. 2.DIFFER. No terms•in'Buy i`s,bid:jiurchase order or other form shall be binding upon Seller. Seller rejects add itional/diticrcnt terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDiIIONE-D UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES:_TA1T _,-i CTPT`rlS OTi1L-RWISE'SPECIEIED 1N;THIS`fAGREL'A'9ENT:)'IZICFSARI SUBJECT-TO"etlri\�J 17tC' CtjllY,tt1 tiNI ESS OTHERWISE SI ECIFIED t1N THIS AGREEMENT',AT SCLLI+R'S PRICE IN EFF�Cf CjN' CIIEDULED DATE bF SIfIPTvtT(�T. Prices oA.thc;tnt.otitlt c�cltmellt{nieai t of fill applicable discounls;tnll lirgnmiioaipl;allowances. Referenceg to-lotto"rtiieans slxtrL tquc(3000r1us.)unless otherwrse\speaific<I.-Airy tax or other goveramen ah char tsngt} <r,let a(lcr h vied _., . A l v. hon.prbduction,severance,mail delivery.storage,consumption,:sale,use or shipnIc'n of Products ordered or told`r' 'not included rn Seller's pnec itq i `ill l.1 ckiarttt l to vn P�}};by Buver. 1 ' 4.CANCELLATION. Orders may be canceled by Buyer only upon(l)written or oral notice to Seller and accepted in writing by Sellar ancL(2)paiyment.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("Prodtfcts')'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 mav,in its solejudgntent, 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 ha,c the prior appro,al 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 p.i�ment from Rover or with respect to Buver'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 delt%en':lir 1111Llre dcfil cric.< or ret{uirc reasonable as.urmtcc ofpavntent.and in the absence thereof',to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of i � ptf month(I t - APR)or the highest rate pcirmucd by km will be assessed on all past due accounts. Interest charged on a past due invoice will he assessed from the date nl'the ncotCC. A1110MIN(III ed by 13mcr IN ith whcrc thcrc IN no dnlxne will be paid without set-off for anv amounts that Buyer may claim are roved by Seller. Buyer agrees to reimburse Seller for all attorney Ices and Court costs lit cnurccimn IN ith default of Iltese payment term,by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any dcky in staking shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including cut not limited to delays or defaults by carriers,extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other act:of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials anti supplies(including fuel),acts or omissions of Buycr.action of any govcrnmentad authority,or other force nmjcure event). Buyer shall be liable for:my added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Scllcr,delays resulting front order changes by Buyer,or delay in unloading shipments at the delivery point that arc the fault of Buyer. 7.SIIIPl%IENT COSTS/TRANSPORTATION NIATTERS. Unless otherwise specified on Sellers invoicing document,all transportation charges, including,but not limited to, Setter's and carrier's charges for notification prior to delivery,demurrage.switching,detention, delay in unloading,diversion.or reconsignntent shall be the sole respon,ibi)ity 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.Nvill indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Product,..Claims for damage or shortage in transit must be made by Buyer against the ca ter. Buyer has the responsibility to inspect shipments before or during unloading to identify ainy 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. liven with such Seller's approval.Buyer remains fully responsible for and;hall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such list,of the railcars by Burr. S.NVARRANTY/TIMF FOR MAILING CLAIMS. Seller warrants only that it Nvill convey good title to the Products and that,at the time of shinnlcnt,the products will C011101-m to[he pubfi>hcd 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 11\JPLIED,iS i IADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONiNFRINGENIENT. Buyer must notify Seller of any claim with respect to Products,Warranty,or any other claim under this Agreement within thirty(30)days of 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 ol'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 bleach of the contact for sale or otherwise With respect to Products will be commenced more than one(I)year after the accrual of the cause of action thereto. 9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITH THIS AGREEMENf 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. IU. I`DFNIXIFIC.\'ZION. BtWER SII:\L1.. IN'DEMNiFY. 1-101_D HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND TtICl2 !Z'`Pl(TI\i i f OR 11 11 RI \,'I Il'LL�,,t-)1 I{(, Rti D1,RLC tt1,�.5111fi(a#01DWJ 5, 1\$LI-REQS VGLNLS�AAD RI PRLSL\I.AflA'LS (COr LLC71` l.!.1', "END_LMNIFIED 1'ARTiCc'),iRUM<1LL LIiABILITICS,DAMAGES.SUITS,PROCEEDINGS, AND EXPENSES INCLUDING REASONABLE ATTORNEY � � - - ' S'FEES)(COLLECTIVELl`,"LOSSES"),POR ANY DATIAGL, "' iNJURY. DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF TILE PERFORMANCE OF THIS AGREEMENT. INCLUDING WiTHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LINIITA'I IO\, Bl'N'f.R OR ITS EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATIONCLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT.STRICT LIABILITY,1ATI A'IIUA.A1 A11ti('(tMWCT.OR f VI'I I OF ANN' KIND, AND EVEN IF THE RFSULT OR ALLE61.) RESULT OF THE" CONDUCT. NEGLIGIENCE. ERROR. OA11SSION'. OR Bkl v(it UI 11I1> :At�Kl.f AII.,A I OR \U,A- COMPLIANCE AVITA;APPLICABLE LtAVV'S BY ANY INDENiNIFiED PARTIES. THIS PROVISION SH ALL SURVIVE EXPIRATIONOR FLRVifNA"I ION OF PAIS AGREENIENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains.a security interest in all Products furnished by Sellar and the proceeds thereof.until the purchase pnec therefor is fully paid. Seller nuty file any financing statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL CONIPLIANCE. Buyer and its employees/agents (1) Will comply with all applicable U.S. federal, state, local and forcigii 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 eiaim,'penalq;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 ehc juzisdic�ion of Johnson County,Kansas courts. Buyer shall riot assign this Agreement without Seller's prior Writlen 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 hryve force of effect. Seller's failure to enforce any provision Will not be.a wiiver of its,right to cnforcr sucb provision or any other provision.then or thereafter. Any unenforceable provision shall beenforced to the extent it is enforceable.Any provision intended io survive shall survive this Arecruent's"termination/esjiiraiiontand thc'cori;ummation of the transactions contemplated hereunder:! i I e — Comp, ass INVOICE Minerals — Page-1 of 1 - - PLEASE',REMIT T0ISELLER; I FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBERCOMPASSMINE - P O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 7/1/2015 71352748 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 _ 07/01/15' W15001 1.47.8144_ _ 147_8144 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 I iDESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.1900 TN 96.00 2,418.24 SUMMARY: �1 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 1-600-743,7258 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>>> (Terms and Conditions of Sale are all o available at%v".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 teens'in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Bu_yer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREENIEN'T. 3. 1'RiCCS; TA\ES. I Cl{T.4S C)'rl M-IN)TSE SPECIFiL' S'AGREEMENT'„PUCES'ARE,SUBJECT TO-CHANCE WI-ITTOUT'iNOTICE.-ORQTsR5;WTECI E dN\OiUITQ. L,.U.NyLF.SS OTHERWISE SPECIFIED JN THIS AGREEMENT,AT SELLER'S PRiCE IN EFFECT ON THE SCHEDULED DATE 017 SiIiPMEN;'f. Prices r n the•t t pi ip do [omen!71'4 Rot o .11 apjnlicable tliscoun(s'an(f Iico Antic naLallowances. References to•. torts”means stmrt tens(�QOO-lbs;)unless otherwise.-specified.,_elnv(ax or otter govern siesta]ctiaiges Ito a u+ bar:)ler h jid ttpoit production.severance,nnmmfachmre,delivery.storage,consumption.'-sale,use or shipment of Products ordered or;old are not included in'Sellei's price at\d.%vill{oc;ch _ tq,lnd.__pi h,by Buycr. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Sellerand'(2)payment to Seller ofreasoable 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 time 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 pavment terms mtist 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(file povmcnt from Buyer or v ith respect to Buyer'.;financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand pavnnent in advance n1':u the time of dclrcn fo;"inure delircrics or require reasonahlc:ts>o.nce of pavmcnt,zinc]in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of I.5 per numh I]S - APR)or the highest rate permitted by I:m NN ill he assessed on all past due accounts. Interest charged on a past due invoice Will he assessed from the dale or the invoice. ,Annnuus owed by BLINCI Will)%c hole(here I�no dt.pute\\]it be paid without set-orf for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller lot all attorney Ices and Court costs in connection with default of these payment terms by Buyer. b.DELAYS. All orders are subject to Seller's ability to stake delivery at the time'and in the quaittitids specified,an(I Sellei'shall nca'be liable;tor damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery cawed by forces not reasonably within Seller's control(including bili not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,ctc.,floods,fires,storms,or other aeis of God.war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer.action orally gowcinniontal authority,or other force ntajeurc event). Buyer shall be liable for anv 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 lo, Seller's and carrier's charges for notification prior to delivcry.demurrage,switching,detention, delay in unloading.diversion,or rcconsignmenr shall be the sole responsibility ol`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 male on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer. Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars arc released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or expos any such railcar to anywhere outside the continental U.S. Even With such Seller's approval,Buyer remains fully responsible I'or 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 to 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 INAPLIED.IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTiES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGL'MENT. Buyer must notify Seller orally claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account orally defect in the Products shall be limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose.then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action lbr 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.LiNNTATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREENIEi1'f WILL BE LiNI TED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANi'THiRD PARTY FOR ANY INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting 171'0111 the use of the PCOdrela dCll\'erCd hereunder in manufacturing processes of Buycr or in combination with other substances or otherwise. In. INDEMNIFICATION. 131, YER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THFIIt RI tiPPC"f IA I t'i, Ai nR FI'7l RF Mill n1'Pi O11 Wl P". i)IRLC'T0RS. CHAREHOLDERS. INSItRERS, AGENTS AND RFPRFSFNTA"I\TS (('01-1-ECTI\FI 1 "INQtu l flu ; .1-ROM ALL ( L LIABILITIES,DAMAGES,SUiTS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTWFUY. `LOSSES");FOR ANY+DA\IAGr; INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. iNCLUDING WITHOUT LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR iNJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LiNiiTATIO'v', MWHt()lt 1 rS P�A9PL0)'FFS). WHETHER ARISING AS.A WORKERS"COMPENSATION C'LAINI OR UNDER THEORIES OF NEGLIGENCE-TORT.STRICT LIABILITI',l'1:T1 NTIO\,AI ',W,('()\UI'C-I'.OR I-At'I r OF ANY KiND, :AND EV FIN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGI IG1=NC'1, ERRoR, (IAII«It)N. oR pl: ! ',( :I ill ,Ih1, A,Ufa i A11-1,, oR CONIPLIANCE WITH APPLICABLE-LAV\',13l ANY INDLMNII:1ED PARTIES. THIS PROVISION SHALL SURV iVL LNPIR AIJON OR TL-R',11,N.AIfO,A OF-PHLS A(iltLL-AILNT. 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. Icderal, state, local and foreign laws and regulations, including (Ire 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,peialtyor 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,certifying such natters 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 tSe 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 subJ4ct matter hereof;no modification may be male.unless in writing and signed by the parties:and no acknowledgmcnl/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be,a waiver of its right to enforGo_su 1 provision,ocany gthcl provision}then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agrecment's termination/expiration and fhe conctnnmation of the transactions contemplated hereunder' -Compass ass — INVOICE - Minerals Page-1 of 1 C PLEASE.REMITTO/SELLER:" FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P O BOX 27COMPASS 71 43�LS AMERICA 48-1047632 NET 60 DAYS 6/18/2015 71348674 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 j 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 06/18/15 �N15003. 1473181 _ 1473181 ___ _ 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 i PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.0100 TN 96.00 2,400.96 —SUMMA --- - --- — — � PRODUCT 2,400.96 FREIGHT&FUEL SUBTOTAL 2,400.96 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,020.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,400.96 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the 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 arc attached. 2. OFFER. No terms in Buyer's'bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/diffcrent terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LINIITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3..PRICES TA, l S,, .I\CEII:`kS.OTHERWISE SPECJFiFD IN THIS'AGRELMEN'f, PRICES ARSUBJECT TO CHANGF,WITLIOUI`NOTICErORD$RS WILL BI;tINVQICCD. UNLESS OTHERWISE SPECIFIED 1N THIS AGREEMENT,A'i'SELLI-R'S PRICE IN EFFECT ONTlfG SCHEDULED DATE'OP''SiIlfivftiNT. Pnces on thein Dicing locip)icnf are 11U vd;a11 ,app IicabIc discounts and pro no,iotia,l!allowances. References to."tons'means sh9rt.tons(2000 lhs,);unless ofherwise,specificth Atry tis or other govertl iieiiiai ch�,,sc uSoty of beregfter Ievi(I - -upon-prbduction.severance.ntanufacfure.delivery,storage,consuntption,:sale,use or shiprnt r of Products :Ordered dr'-sold arc hot included in Seller's price altd.will b.cpm .et1 to::attd paid`by 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 Seiler("Products')arc shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Scllcr at the time and in the currency specified oil Seller's invoicing document. Seller may,in its sole judgment, raluirc such other payment terns 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 Buycr's fin.,ncial 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 rc.luirc reasonablc:,a<ur:mre 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 I.5°o per month(18%- AI'R)or the hieho.t rate pci'nned by law will he assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the itivoice. Amounts owed by Buyer tvuh tt here there i,no 11.putc �ill be paid tt uhout 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 dcftwit of thesepaymcnt terms by Buyer. 0.DELAYS. All orders are subject io'Seller's ability to make deliv'cry at the time'and in the qt antities specified,and'Seller shelf not-bc liable for damages for Failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor m 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 arc the fault of Buyer. 7.SiIIPMENT 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 concuncntly 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 danmge or shortage ill 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 Buye not any of its employees/agents will divert or export any such railcar to anywhere outside(lie 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.R'ARRANTY/TMi E FOR NIAKING CLAINIS. Seller warrants only that it will coney 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 entified 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 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 (iNC'LUDiNG 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 ntanutactttring processes of-Buyer or in combination with other substances or otherwise. ISL I`:DEMNIF!C.A f!ON. BI'YER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RF.SPF.CTiVE PRESGN'T OR FUTURE t`.I 1 tt1 1!t .It., r)IRLC 1-ORS,SHAREHOLDERS, INSURERS, AGENTS .AND-RE-PRFSi N'T'ATIV.ES (COLLECIIVELY,�"IINDEN9NIELL !Ag: IES I-['ROTI tVLL CL:V>I LIABILITIES,DA\4AGES,SUITS,PROCEEDINGS,"COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEi'S'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, iNJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR.INJURY TO OR DEATII OF ANi' PERSON (INCLUDING. WITHOUT LIMITATION. BUYER OR ITS EMPLOYEES), \VI H-1liER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT,STRICT LIABILITY.INTENTIONAL MISCONDUCT,OR FAULT OF ANY KiND. AND FVEN IF THE RESULT OR ALLEGED RESULT OF THE C'ONDUCi. N'EGLIGI:NC'L. ERROR, OMISSION. OR BREACH OF THIS AGREE,NIENT OR N'O,N- COMPLIANCE WIT1 i APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRA rIUN OR TERMIN'ATiON OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller;and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is hilly paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine lobe 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/inspcction relating to the Laws. Upon Seller's request.Buyer will deliver a certificate to Seller in a form provided'by Seller.certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out 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 differenUadditional terns 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 a.ny other provi�ioh,then or thereafter. Any unenforceable provision shall;be enforced to the extent it is enforceable.Any provision intended to survive shall survive this A icetrietit's terninatiort/cxp'itation and'the consummation of the transactions contemplated hereunder. '- Compass = INVOICE _ Minerals — Page-1 of 1 = PLEASEiREMIT TO/SELLER: FEDERALID#: PAYMENTTERMS INVOICE DATE INVOICENUh1BER = P O BOX 277 �LS 1.AMERICA 04348-1047632 NET 60 DAYS 6/19/2015 71349138 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 POBILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS, 06/19/15 W15001 -1476288 __ - 1476208 SO--- CARRIER O -_CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCTj DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.4900 TN 96.00 2,447.04 SUMMARY: 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 1-800-1743-17258 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>>> (Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS I I TERMS AND CONDITIONS OF SALE I.PARTIES. "Seller"is identified in the"Remit To"section and`Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. .2. OFFER. No ternts-in`Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects add itional/difibrent terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OFTHIS AGREEMENT. _:.3. (i?ICCs TA I Xr:S J". l\CGP1', #S OTIII R\VISE SPEC7FIrD,1N TJiiS"A'GREEMFNT PRIG S ARE.,SUBJECT IO CHi\N(ti WiTIiQUT NOTICE°"ORDERS WILL-jJE iNUOTCTD, UNLESS OTHERWISE SPECIFIED iN THIS AGREEMENT,AT SELLER'S PRiCE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices oil.the invoicing document are.net of all _.. .applicalsle discounlrs,aid'pi bm ignZl'allowances. Rcferences,to:"tons"means shartapns( OOO ibs:):unless dthenvise„specified•., Any tax or oilier govcnuncntal charges irow of hereafter levied -upetrprhduction.severance,manufaciurc,delivery,storage,consumption,isale,use or shipment of Products ordered or sold arc not included in$cller's price tqd y�ill be(`chargGd to',and,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 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 of Seller's Credit Depanmrnt 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 Buver,lmancwl 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 rn rcquirc reasonable aNJnrance of pavmcnt,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(i8%- \PR)or the highcei rate periniucd b� law o ill he assessed on all past due accounts. Interest charged on a past clue invoice will be assessed from the date of the invoice. Amounts owed by Buyer �snh wthere thele 1S no di,pute VIII be paid%%nhout 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 twocctiun v;uh dctault of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seiler shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable f'or any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seiler,delays resulting front 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 Seileis 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 un 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 railears 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 retrains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRiNGEMENT. Buyer must notify Seller of any claim with respect to Products,wananty,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. LlNUTATION OF LIABILITY. SELLER'S LIABILITY POR ANY CLAINI ARISING UNDER OR IN CONNECTION WiTH THIS AGREEMENT WILL BE LiMITED TO THE NET PURCHASE PRICE ACTUALLY PAiD TO SELLER FOR TiIE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDiRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or properly resulting from the use of the Products delivered hereunder in manuiacturing processes of Buyer or in combination with other substances or otherwise. In ;",l)E.I\iFiC'\"!"It;',. BUYER SHALL INDEMNIFY, 1101-D HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE " �-' -1. - 41C;.LDER .I:'- : RS,ACL-NTS ?�\ REP RJSL-N'C l"IDES (CGLLE TIVELY�"LNDEtviN lF6C-D PtltZ i7ES j), 'RUM r�L-L-�GL•ry415 iA ILITIES; \,I IT ,PR '�L G ,C A D \PE ES(INCL llIN ASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"), FOR ANY DAMAGE, INJURY. DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS uR DAMA(d- f ) ANI' PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR ITS EMPLOYE=ES), V,,I It F1IFR ARISINa i.ASA WORKERS"COMPENSATION CLAIM OR UNDER 111Et)IZIIiS OF NEGEIGENC'1:,TORT.Sl-RI('h LIABILITi'.INTI:N'f[ONAL N,I]SCONDUC7',OR FAULT UP ANY KIND. AND EVEN IF THE RESULT OR ALLEGED RFSULT OF THE CONDUCT, NEGLIGENCE, ERROR. OAMISSION. 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 full),paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (I) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including tile' 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 Selier in a form provided by Scllcr,certifying such natters 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 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 survive shall survive this Agreement's termination/expiration and the consummation of the transactions contemplated liereunder.'. VOUCHER # 152386 WARRANT# ALLOWED 368932 IN SUM OF $ COMPASS MINERALS AMERICA PO BOX277043 ATLANTA, GA 30384-7043 - --Carmel-Water Carmel-V!later Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO# INV# ACCT# AMOUNT Audit Trail Code -11352-7L-1-7 -aypg,Cq 71352746 01-6180-03 $2,455.68 '71:349-7 4 r. -D45�•9Z 'l 1.5t9Zr -DLlCD-M '113 5 13 cL 5 `' a 39 5•ZD 7'3 4 g 5 -7I35c:-,)53`k '`113lf61Z5 �4� 5`�Z 5��-7a. �� -4(�p.�g � 1351S3Qi , �.3g� .� 13 4 fir„ �a� •Z� Voucher Total $ 5.68 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 7/7/2015 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 7/7/2015 71352746 $2,455.68 I hereby certify that the attached invoice(s), or bill(s) is (are) true and correct and I have audited same in accordance with IC 5-11-10-1.6 Date Officer