HomeMy WebLinkAbout248284 08/12/15 CITY OF CARMEL, INDIANA VENDOR: 368932
ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $****14,442.24'
o
CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 248284
;.•. �
9MON� ATLANTA GA 30384-7043 CHECK DATE: 08/12/15
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
601 5023990 71357784 2,428.80 OTHER EXPENSES
601 5023990 71359729 2,412.48 OTHER EXPENSES
601 5023990 71359730 2,449.92 OTHER EXPENSES
601 5023990 71360132 2,384.64 OTHER EXPENSES
601 5023990 71360133 2,378.88 OTHER EXPENSES
601 5023990 71360551 2,387.52 OTHER EXPENSES
Com ass —
INVOICE _
Minerals —
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PLEASE REMITTO/SELLER: FEDERAL ID A PAYMENTTERMS INVOICE DATE INVOICE NUMBER
COMPASSMINEP O BOX 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 7/24/2015 71360132 =
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
-- -- - - - — 07/24!1:5 - =W150/---\--- - 1498946- - --_-14989.46-- - -_-SO-
RAIL
O—
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.8400 TN 96.00 2,384.64-
SUMMARY:
,384.64SUMMARY• -
PRODUCT 2,384.64
FREIGHT&FUEL
SUBTOTAL 2,384.64
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .49,680.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,384.64
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> >
(Terms and Conditions of Sale are also available at www.nasalt.com)= IN US DOLLARS
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 Buyef''s bid, purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buv_er's documents. SELLER'S OFFER iS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OFTHIS AGREEMENT.
3. PRICES; TAXES.: EXCER,T=AS,'OTFTL-RWISE SPECIFIED-IN"1.1IIS AGREL'NIENT, PRICES"ARG SUBJECT-TO'CifANGE WITHOUT NOTICE. ORDGFS_�'J,IT L J3l.lT'\?Qli'IjD;
"'La`Li;SS OTHERWISE SPECIFIED IN THIS AGRL'EMENT.AT SELL f2'S PRICE IN EPF L'CT`dN it IL'SCFIEDULGD DATE OP STIi(i IC' 'NI'. Plll' S on_tnq mwl In 'tiocunlenJ.f c)}ctofpll
r
applicable discounts and p[omg4ionll allowances. Refeiences-to,':tons"means short tons(2,000 lbs.)unless oihervise sp chive!.,_Any tax or olive goverrtinicn(al'ciiargcS no ti of h v at)ci Ie icd
upon production.severance,manufacture,delivery,storage,con'sutnption,sale,use or'shipnnetit bf-Products ordered of'sold'arc not included in Seller's price and,wilLbe.char'gcd to and paid by
Buyer.
d.CANCELLATION. Order's may be canceled by Buyci only upon(1)written or oral notice to Seller and accepted in writing by Seller and('2)payment to Seller of icasonablc 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.PAY'IENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Sellers invoicing document. Seller mav,in its sole judgment.
require.such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with
respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of dclivcry 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.�%per month -
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
vwith 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 fin'all ationev fees and court costs in
connection with default of these payment terms bw Buver.
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-nutking 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 deliver),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 mgjeure event). Buver shall be liable for anv added expenses incurred by Seller because ol`Buyer's delay in fi finishing requested inhumation to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fntll of Buyer.
7. SHIPMENT COSTS/TRANSPORTATION'IATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including, but not limited to. Seller's and
carrier's charges for notification prior to deliver',demurrage,switching,detention, delay in unloading,diversion,or reconsignmcnt shall be the sole responsibility of Buyer. Buver 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 Producis and compliance with all regulations-and
ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely
responsible for the care,condition,damage or loss of railcars used to deliver the Products until file railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval,
neither Buyer not any of its emnployces/agents will divert or export any such railcar to arn)whcre outside the continental U.S. Even with such Seller's epprowal.Buyer remains filly responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.R'ARRANTY/TiNIE 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 Sellcr.Seller's specifications are subject to change at any time without notice to Buyer. NO OTI IER WARRANTY OF ANY KIND.EXPR17SSED OR IMPLIED.IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABiLITi', FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRINGENiENT. Buyer must notify Seller of any claim with respect to Products,warranty,orally other claim under this Agreement within thirty(30)days
of Seller's delivery of Products or such claim is waived. In file event of an alleged breach hereof by Seller.the sole remedy available to Buyer on account of any del'eci in the Products shall be
limited to the replacement ofsuch defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WiLL BE LIMITED TO THE NET
PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL. EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAiM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT
(IN'CLUDiNG NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
10. INDEMNIFICATION. i3 WER SHALL INDENINiFY. HOLD 1IARMLESS AND Dfl1-ND SI LLI-R A,\1) 1 fF ,A1 I'ILI,AI IS 1'111.!k RI-til'I'C I 1 L i'lt! ,,I-'',f()R Ft'11 RF
11111.111.1:�, I:yil.Klr.RS, AG.I:NI;S :AN.1),R,EPIZ ES t:N'f:A"flAiiS (C'GLI_Li'flA'Li.l, "iNUI_utN'1fIED I':1RiILS'). 1=1:0:11 ALL CLAIMS,
LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLEC'TRrELY,"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 ,,IiSCON'DUC"F,OR FAULT
OF ANY KIND. AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THiS AGREEivfENT OR NON-
COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF TI IIS 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 nuiv file anv financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest.
12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, 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 suhject Seller to any claim,penalty or
loss of benefits under the Lli 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. Nlatters arising out of or in connection with a sale hereunder will be govemed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the
jurisdic{ion of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject
matter hercof,,no modification may be made,unless in writing and signed by the parties;and no,ickiiowle(iginent/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 enforce such provision or any,other provision then or thereafter. Any unenforceable provision shall he
enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreements termination/expiration and the consummation of the transactions contemplated hereunder.
-Compass INVOICE ass =
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' Minerals —
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PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBERCOMPASSMINE .
P 0 BOX 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 7/27/2015 71360551
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
---- --- =- ---- ---=07i27/15-:- - wi --= = 149894$- 1498948—=- -SQ -
CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.8700 TN 96.00 2,387.52
SUMMARY:
PRODUCT 2,387.52
FREIGHT&FUEL
SUBTOTAL 2,387.52
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .49,740.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,387.52
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 Oh SALE
1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Term,and Conditions of Sale("Agreennent'")relate or are attached.
2.OFFER. No terms in Buycr''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.
PRICES;'TA\ES, FXC PC t1S'OTIIL'R15'iSf:SPt CLPJ>D I`TIIIS'ACRE@HENT,PRIC1 S',<\RG.SUBJECT—TO CIfANGG 'W(T1 OUT'\OTIC I ' Of' \};!I,4..�L;IIN'VW(IED.
UNLESS OTiiER%ViSI SP-CIFiCi)`IN THIS AGREEME e,r5T SCt'LER'S PRICE IN EFF`Lt ON"1}{E SCHEDULED DATE UPJ'ITISPMLN C. Prices orl1J}c.imot'culg donor xri( `rc ny'of a71
applicable discount:�iui:protiloti(inal Allowances. References to"tuns'means short,tat,-(20(l0flbs.),unless otherwise,specified.. Any las or other govcrnnlCfV,'A,'-l-Ctfaifcs lfdtl bf—'is bafi t 1e\rec3
Aon production.scvciance,n to ftcturc.delivery,storage.consumption.:sale,use or slitprnentbFProducts grdercd of 61Td fire nni'mCILdcd in Seller's pace and tall uh`strgcd io;Ind jntd. y
Buver.
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller ane,(2)Ilaviiient 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:PAS'r DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller stay.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 o'with
respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notif cation to Buyerand to demand payment in advance oral the time of delivery for fulure deliveries
or require reasonable assurance of payment,and in the absence thereof.,to cancel,without liability,the unfilled portion of Buyer's order. A f inane charge of the lesser of 1.5"��per nionth -
APR)or the highest rate permitted by lath will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. All IOLI M owed bw Buycr
with where there,is no dispute will be paid without set-off for any amounts that Buyer may clainn are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court east; In
connection with default of these payment terms hw 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 uot�be liable for damages fa ftilmc to make partial or complete
shipment or for any delay in snaking shipments. Seller shall not be liable for delays or defmdts in delivery caused by forces not rcasonabty within Seller's control(inclu(iing but not limited to delays
or defaulls by carriers.extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods.fires,storms,or otlier acts of God,war or act of
public enemy for civil disturbance).strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buycr,action of any governmental authority,or other
force majeure event). Buyer shall be liable for any added expenses incurred bl,Seller because of Buyer's delay in lbnli.ehing 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 ort3uver. 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 indemnif} Scllcr against all claims for personal injuries or property damage arising from the storage,use or hmnd;ing of such Products. Claims for damage or;homage in transit
mast be made be Btgcr 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 dcliwerw tickets or an inspection report furnished by the focal agent of the Carrier in order to support a claim. Upon transfer of"the Products'risk of loss to Buycr, Buyer is solCly
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 Buver nor an\of its employees agents will divert or export any such railcar to anywhere outside the continental U.S. Ewen faith.such Scll,Cs approval.Buycr remains fulty 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 railcar 1 13 1 C.
4.\1'ARRANTY/TiME FOR MAK NG 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 HI-REB",' DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF ,MERCHANTAH[LITY. FITNESS FOR A
PARTICULAR PURPOSE.OR NONINFRINGEMENT. Buyer must notify Seller of any claim With respect to Products,tvananty,or any other claim under this Agreement within thirty(30)clays
of Seller's delivery of Nuducts 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 dectned 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 tin accrual of the cause of action thereto.
9. LIR7ITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAiM ARISING UNDER OR IN CONNECTION'WiTH THIS AGREEMENT WILL BE LINUTED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER 13E 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 ofBuyer or in combination with other substances or otherwise.
10. iNDENINiFiCATION. BUYER SHALL INDIA-1X1:1 HOLD H,ARNH FSS AND DEFEND SFLI I R A'sl) Iii Al"I-II I-VII�S VC17 tilEla !:I SPI tTV,1r. u \? ttR I' II Pi
IAM R! I:S, At�I_A I'> .AND RI:PR LSL I.A1lVI,S (C'ULLL.CIIA_CLI'._'IAUI:aIAII II I) P.AItfll S'), i-Rt tAI ;AILCI_.11.AIti.
LIABILITIES,DANIA6E-S,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDIE
NG REASONABLE ATTORNEYS' M
S'FEES)(CO LEC'l"iti%%LCYr`LOSSES");rOR ANY DAAGE,
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\YORKERS'COMPENSATION CLAIM OR UNDER THEORIESOF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT
OI'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 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 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 pu feet 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)wi[I not subject Seller to any claim,penalty or
loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request.Buyer will deliver a certificate to Seller in a form provided by
Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller.
13.ivnNuLLLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas lacus 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 subje:_t
matter hereof,no modification may be made,unless in writing and signed by the parties:and no acknowledgmenUacceptance ofpurchase oder forms containing different/additional terns shall haEe
force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or anv other provision then or fill. Any uncnlbi-ccable provision shall be
enforced to the extent it is enforceable.Any provision intended to'suvive Shall sirivive this Agreement's t6i'mination/exp1rafeni and the consumniation of the transactions contemplated hereunder..
a
— C0m aSS —
INVOICE
Minerals —
Page-1 of 1 -
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PLEASE:REMITTO)SEL-LER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASS MINERALS AMERICA
P 0 BOX 277043 48-1047632 NET 60 DAYS 7/24/2015 71360133
ATLANTA, GA 30384-7043
SOLD TO: 4621291 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
- - - -' - 15 149894707/241
CARRIER
RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE
7517 COARSE ROCK SALT Y 24.7800 TN 96.00 2,378.88
-- —
SUMMARY:
PRODUCT 2,378.88
FREIGHT&FUEL
SUBTOTAL 2,378.88
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .49,560.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,378.89
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 U.S 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 Buy6i's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents SELLER'S OFFER iS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
3. PRICES;'TAXES„"-L\CLP.T,',AS,'OTHERWISE SPBCIFIED',IN'THIS AGREEMENT. PRiCFS ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDEIfS WILL BE-INVOICED.
UNLESS OTIiERN1S6 SPtCiPILD'!,N THIS AGREEMENT.'AT SEL'LER'S PRICE IN LFFI C1'ON`I'[IE`SChIL"DOLED DATE 01'SI'P[FD1LNT. Pnocs on the ingmcm cote nhcnt to n t ofall
applicable discounts'tiiid.proitotional allomanccs. References to"tons"means short,ton<(2(100 Ihs:).unless othervise,5pecifico.- Any tax or other govcrnntaTeb gcs'iiojv'b lhet`eeStici'
upon.producuon,severance,nirnUfrcture,delivery,storage,consumption„sale,use or shipment of Products ordered or'Sold a'rc not'included in Seller's price apd will be ch2rgerj to;atul aid.by
Buyer. �.
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reas-onable 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,PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will snake 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 writin,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 1.59i�I per month(18%-
APR)or the highest rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from]the date of the invoice. Amounts owed by Buyer
with where there is mo 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 fes and court costs to
Connection with default of drrac pay runt tcm�by Buyer.
6.DELAYS. .All orders arc siibjecl to Scller's ability to make dcli'vcry at the time and in the quantities specified,and Seller shalt not be liable l'or damages for failure to make partial or complete
shipment or for any delay in making shipments. Seller shall not be liable f'or delays or dcfudts 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,lire.:.storms,or other acts of God,war or act of
public enemy(or civil disturbance),strikes.lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other
force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by
Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer.
7. SHIP TIENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges. including, but not limited to, Seller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buycr. Buyer will assume title
and risk of loss concurrently in accordance with Seller's invoicing document, On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and will indemnify Scller 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 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 Bever nor mHy of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Ewen with such Seller's approval,Buyer remains fully responsible for
and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties.demands and taxes directly caused by or incidental to such use of the railcars by Buyer.
S.WARRANTY/TIME FOR MAKING CLAMS. 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 LMPLIED,iS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRAHNTII'S OF MERCHANTABILITY, i ITNESS FORA
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 ofsttch 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
rel'und of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above.no action fur bicach 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 W1T11 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 assures all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in
manufacturing processes of Buyer or in combination with other substances or otherwise.
10. iNDEMNIFICATiON. Bl tl'ER SI TALL INDFV\IFI'. IIOLD I IARMI FSS ANT) iJEFEND SFI I I P \\'I) 11�; Ai I II 1\I i \ :I '^.i- f 1 Z r t IR !.I f?.
���• '� L, -it s.;:1.IkILNkS. l\SLRL1:',>i'L.\I, AN_ Ia'It-SI\IATI\'1:5 (Cltl. ItC. "• t-l, 'I'•iiLli��Illr� l \R t. J,-.i�CL\1 .1LLC111:r1>.
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 TH1S AGREEMENT. INCLUDING WITHOUT
LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANi' PERSON (INCLUDING, WITHOUT Lls,41TATiON, BUYER OR it-S EMPLOYEES).
WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE„TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT
OF ANY KIND. AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION. OR BREACH OF THIS AGREEMENT OR NON-
COMPLIANCE WITH APPLICABLE LAWS BY ANY I\'DE\INIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS.AGREEMENT.
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 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. Expqrl
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 otbenefits 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 Scllcr in a Ibrm provided by
Seller.certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Scllcr.
13.h11SCF,LLANEOUS. 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 Btrycr 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 tine subject
matter)Hereof;no modification may be made.unless in writing and signed by the parties;and no acknowledgmentlacceptance of purchase order tonus containing differentiadditional terms shall have
force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thereafter. Any unentotccable provision shall be
enforced to the extent it is enforceable.Any provision intended to'sunaiveshifll`sunive this:lgreenem'stermination/expiration and the consummation of the transactions contemplated IHercunder:;
— Compass —'
INVOICE
Minerals —
Page-1 of 1
PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE'NUMBER
COMPASS MINERALS AMERICA
P 0 BOX 277043 48-1047632 NET 60 DAYS 7/23/2015 71359730
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
- - `- 07/23/1'5 - -�IV150� -� - -- 1498944------- - '!498944-�—S0=----=--_-
CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY
76599 178 - PRODUCT DELIVERED TRUCK C08
TAX STATUS TAX ID# RELEASE# SALES REP
EXEMPT 0031201550 - C08
PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.5200 TN 96.00 2,449.92
- ---- SUMMARY: --
PRODUCT 2,449.92
FREIGHT&FUEL
SUBTOTAL 2,449.92
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . . 51,040.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800,743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,449.92
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
1.PARTIES. "Seller"is identified in the`Remit To"section and"Buyer"in the"Sold To"section of an.invoicc 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 LINIiTED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT.
PRICES; "IA,\ES, E CLP ,t1S OTHER\\AfSESPrGITIED:IN, TIIS AGREENIENT..PRiCES-A�RE_SUBJECT"TO"CHA,NUI WITI`40UTNOTiCE: `ORUtRS_\\?iLLiIG_[dVOIC�EI,
F"'UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON TTV-,SCHEDULED DATE OF'S)TIA4611T. Price;gq,the iltiotcm do unienf arc ut oCall
applicable discount$grdcf QP 'Oi
aid ullowanees. Relcren s.to-:'tops"means shgrt.tons(2000Iby)-unless Othenvise.,spcuilied, , Any tax or caller governmental'cimr ess nil or�1Cteaflu I' i�d
upon production,severance,manufacture.delivery,storage,consumption-sale,use or shipment of Products ordered of sold arc not included in$tiller's price and wdl_be;char at to u d lnld by
Dover.
_.
4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation
charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products')arc shipped,Seller has no
obligation under an}'Older submitted by Buyer(and'mav cancel the order al.any time prior to shipment).
5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may.in its sole judgment,
require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval Or
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever rcasonablc grounds for insecurity arise with respect to clue paymcm 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 Clclivery for future deliveries
or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buycr's order. A finance charge Of the lesser of 1.5%per month(18%-
1PR)Or tire higher rate penniued by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the im'oicc Amotuus owed by Buycr
with where there is mo 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 attortev fees aid court costs in
connection with dcfauh of thug pa,menu torn.I,v Buvcr.
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 bc'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 ScRer'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 Buycr,action of any gO%'rrnmentnl authority,or other
force majeure event). Buyer shall be liable for auv added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Scller.delays resulting from order changes by
Buyer.or delay in unloading shipments at the deli,ery 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
cauTier's charges for notification prior to deliver,,demurrage,switching,detention, delay in unloading,diversion,or reconsignntent shall be the sole responsibility of Buyer. Buyer will assume title
and risk of loss conctn'rently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and
ordinances and will indemnify Seller against all claims for personal injuries or property damage arising front the storage,use or handling of such Products. Claims for damage or shonage in transit
must be made by Buycr against the carrier. Buyer h has the responsibility to inspect shipments before or during unloading to identify any sucdoniage lir shortage and sec that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer. Buyer is solely
responsible f'or 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/a.ents 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 railcar by Buyer.
3.\\'ARRANT\'/T111E FOR MAKING CLAIMS. Seller variants 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, 17ITNESS FOR A
PARTICULAR PURPOSE.OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or anv 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 AGREEivIENT WILL BE LIMITED TO THE NET
PURCHASE PRICE ACTUALLY PAID TO SELLER I-OR 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 01.1IERWISE. Buyer assumes all risks and liability for any damage"to persons or properh'resulting from the use Of the Products delivered hereunder in
manufacturing processes of Buycr or in combination with other substances or otherwise.
10. INDEMNIFICATION. BUYER SHALL 1NDFN1A'IF}_ 11OLD IL\RMLFCS AND DEFEND Slit I 1 1: -A',I7 ITS Al Fil I VII t'1 IR RFC"I t II•,1 1 OR I., 7; I:I
ilui l)I R'. IACL Ii 1_R1,_.UII_ATSAA1) RI-I'1<1 Jl_A 1 '.flVI.MCVLII:CTI\; I t. �IA, ;Lti i'.A10•,,,•, .ILI_ ( f.'•`\I`�
LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"), FdiekNfDAC6KGE,
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 I-AULT
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 iNDENiNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION 012 TERMINATION OF THIS AGREEMENT.
11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains.❑security interest in all Products fiunished by Seller and the proceeds thereof:mail 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 CO\1PLIANCE. 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,"Lav,•s");(2)will not subject Seller to airy claim,penalty or
loss of benefits under the Laws;and(3)will cooperate with Seller in airy audit/inspection refiling to the Laws. Upon Seller's request.Buycr 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 odic 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 Iacv rules,and Buyer and Seiler 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 clifrerentlaclditionsl terms shall htb'e
force 4 effect. Seller's failure to enforce any provision will nqt be a,waiver of ils.right,lo:enforce such provision.ocapy.gthcr ptOvision then ar thereaf[er. Any unenforceable provision shall he
enforced to the extent it is enforceable.Any provision intended to sutvi�•e Shall survive this.A'gn entcni s tetminatioit/expirationanddha'cons unmation of the ransaetions contemplated hereunder.:
'.act. �. a., �✓ ,�ati6;j�, '�-
Compass INVOICE
Minerals _
Page-1 of 1
PLEASE-REMITTQISELLER`. FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASS MINERALS AMERICA =
P O BOX 277043 48-1047632 NET 60 DAYS 7/23/2015 71359729
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
--- —017123115— -------W1 -05gc�--= --- --- ---�498ge.3�--��-f 1498943-_ :- -
CARRIER RAIL/TRUCK# EQUIPMENT TY 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 I EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.1300 TN 96.00 2,412.48
SUMMARY - — -- - — – r=
PRODUCT 2,412.48
FREIGHT&FUEL
SUBTOTAL 2,412.48
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . . 50,260.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-800-743,7258
THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,412.48
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
r
TERMS AND CONDITIONS OF SALE
..I.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement')relate or are attached.
2. OFFER. No terms in Bayer's bid,purchase order or other form shall be binding upon Seller. Sella rejects additional/different terms in such Buyer's documents. SE'LLER'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEiNIEN'T.
3 PRICES,'TAXES,--.,EXCEPT;A, ;OTI IERWISE'SPECll'IED 1N T1;IIS'AGREENIENT. P,RICTS ARE-SUBJECT TO-CHANGE WITHOUT NOTICE.--ORDERS \-NL-L Bi:IYVGIGFD;
U'N1 ESS OTHERWISE SPECIFIED IN TIIIS AGRFEMEN"1',ATSLLYCR'S PRICE IN EFPL'C"PONTiIE SCHEDULED DATE OF'Si'IWNIE'N'd. Pricc on the invtitum i9ouuticiu arc ti YTall
(icable(]IScotllnl$:i�d o68oiiOnal';nllowances. References tQ',tory'mbans short tons a 0
)PP P (_Q.,O Ihs):unless other Ise sp c(fiyd. Any tax ou other go%cnnmenial charges tot or lr(IiaElu Z.
icw d
-.:-upon:preiduction,severance,inaituficiure,delivery.storage,consurhlition,.salc,use or slitpnheint'of Products ordered of §oI'&rlre not'ihcluded in Seller's price and twill S cln'frdM toanal pttd 11y
Buyer. :.._ .. . . ..
4.CANCELLATION. Orders may be canceled by Buyer only upon(l)written or oral notice to Seller and accepted in writing by Seller and(2)payrnertt to Seller of'rcasohablc cancellation
charges to be solely determined by Seller. Except as othcr%vise agreed in writing,until the products identified in Buyer's purchase order as accepted by Sellcr("Products")are shipped,Seller has no
obligation under any order submitted by Buyer(and may cancel the order at any tine prior to shipment).
5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Scller 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 frill or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of
Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to clue payment from Buyer or with
respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of dcliwcry for future deliveries
or require reasonable assurance of payrnent,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 -
APR)or the highest rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will lie assessed from the date of the invoice. Amounts owed by Btn-cr
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 Sellcr for all attorney fees eud court costs in
a,nnraion with detaulr of the C I,a%nnenr terms I,w Buycr.
G.DELAYS. All orders are'subject to Seller's ability to niaketdelivery at the tinne'muf 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(inclticling but not limited to delays
or defaults by carriers,extreme cold weather,partial of 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 i3uyer.action of any governmental authority.or other
force nnajeurc 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 deliver)'point that are the fault of Buyer.
7.SHIi NIENT COSTS/TRANSPORTATION MATTERS. Unless othenvisc specified on Seller's invoicing document,all transportation charges, including,but not limited to. SCller's and
carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignmcnt shall be the sole responsibility of Buyer. Buver twill assume title
and risk of foss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible f'or proper protection of Products and compliance with all regulations and
ordinances and will indenmify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit
must be made by Buyer against the carrier. Buyer has 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 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.WARRANTY/TINIE FOR MAKING CLAiNIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND.EXPRESSED OR INIPLIED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL sUCI-1 OCHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF NIERCHANTABiLiTY. FITNESS FOR A
PARTICULAR PURPOSE,OR NONINFRiNGEN/IE-NT. 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 or arty defect in the Products shall be
limited to the replacement ofsuch defective Products by Seller. In the event the remedy provided herein shall he deemed to have tailed its essential purpose,then Buyer shall be entitled only to a
refund of the antou is 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 othenvisc with respect to
Products will be commenced more than one(1)year after the accrual of the cause of action thereto.
9.LIMITA'T'ION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITiI THIS AGREENIENT WILL BE LiMiTED TO THE INET
PURCHASE PRICE ACTUALLY PAID TO SELLER FOR T14E 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 Buver or in combination with other substances orotherwise.
10. INDEMNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMI.FSS .AND DFFFND SI t I_ER AND ITS Vl 11 1\TES -\ND Tlfl'fR R1,SP1(TIA'! i'i'i SFV f 01R 1 f'l-I RF
�'.' II011)1 R-., 1A-.1 KLK-1, .A(&-AIS AM) RII'REtil:.f�IlA'IS tCULLL-�jlt i I n_
LIABILITIES.DAMAGES,SUIT'S,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE 41"fURNGI'S`1'EES)(COLCECTIVELY,"'LOSSCS"),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•ANY PERSON (INCLUDING, WITHOUT LIMITATION,BUYER OR ITS EMPLOYEES),
WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEOMES OF NEGLIGENCE.TORT,STRICT LIABiLITi'.INTENTIONAL MISCON'DUC'T,OR FAULT
OF ANY KiND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLiGENCE, ERROR, ON4ISSION, OR BREACH OF THIS AGREEMENT OR NON-
COMPLiANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMIN'ATiON OF THiS AGREEMENT.
11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Sellerand the proceeds thereof,until the purchase price tlierelor is fully paid.
Seller may file any financing statements and give notice ofsuch security interest to third panics as Seller may determine to be necessary to perfect such security interest.
12. LEGAL C017PLIANCE. Buyer and its in (1) will comply %villi all applicable U.S. federal, state. local and farcign laws and regulations, including the U.S. Export
Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws*');(2)will not subject Seller to any-claim,penalty or
loss of henefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request.Buyer will deliver a certificate to Seller in a form provided by
Seller,Certifying such matters as requested by Seller,as required by tine Laws,or pertaining to Buyer's intended use of tits 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 tot�tc
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 hercoP,no modification may be made,unless in writing and signed by the parties;and no acknow]cclgment/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 or its;right.to enforce such provision or any other provision then or thereafter. Any unenforceable provision shall I)e
enforced to the extent it is enforceable.Any provision intended-to sur ire shallsurvivc this Agreements terntination/cxpira:tioirand the.'consunnmation of the transactions contemplatul hereunder.
+_rtY�lYVb�Xi•.sl�y�'.i+�.^�� - ..:"vlCzzr�::'.
CompaSS INVOICE -
MineYals
Page-1 of 1
PLEASE'REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER
COMPASSMINEP O BOX 277043 48-1047632
AMERICA 48 1047632 NET 60 DAYS 7/17/2015 71357784
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 BILL OF LADING ORDER NUMBER ORDER TYPE
10995-AUGUSTROBBENSSONS
07/17/15 _ _ ._ 5005 ___ _ _ - 1498942 _ 1498942 S()- - -
CARRIER RAIL/TRUCK# EQUIPMENT TY 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 I EXTENDED PRICE
7517 COARSE ROCK SALT Y 25.3000 TN 96.00 2,428.80
SUMMARY: ----- _ - —---. _ _ ----—— — - --- -- -- -
PRODUCT 2,428.80
FREIGHT&FUEL
SUBTOTAL 2,428.80
STATE TAX
COUNTY TAX
CITY TAX
MESSAGES:
TOTAL WEIGHT. . .50,600.0000 Gross Pounds
FOR BILLING INQUIRIES CALL 1-600-743-7258
THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,428.80
WE APPRECIATE YOUR BUSINESS IN US DOLLARS
This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > >
(Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS
TERMS AND CONDITIONS OF SALE
L PARTIES. "Seller'is identified in the"Remit To'section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sal•("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/difTerent terms in such Buyer's documents. SELLER'S OFFER IS
EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OI'THIS AGREUME-NT.
3. PRICES; TAXES: EXCEPT;AS.OTHERWISE SPECIFIED-IN THIS AGREEMENT.E RICES ARE SUBJECT-TO CHANGE WITIIOQT NOTICE:.-ORDERS WiLL BE INVOICED.
.UNL:ESS OTEiBRP✓ISE SPECiFILI�'iN THIS AGREEMENT;AT SELLER'S PRICE iN EFFECT ON'T1117 SCHEDULED DATE OF SfIWMENT. Prices on the invtucmg l'ocunient tiro n ,fall
.applicable discounts,ln(l,proniolional'iillowances. References to"tons"means short.tons(2Q00 Ibs.).unlcss oihenvisc speetGed, ,Anv tax or other gev rnriteflisT Chas esxo or heieafu,t leviul
'_upon production,severance,inarmilacture,delivery,storage,consumption,sale,usc'or'sliipmcht'of'Ptoducts cirdered or soldarc'noi iaCludcd in Seller's price and Lull be cbat duct tind ptifl by
Buyer.
d.CANCELLATION. Orders may be canceled by Buyer only upon(1)wr-itten or oral notice to'Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation
charges to be solely dCtCTIlnined 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
ohligation under any order submitted by Buyer(and may cancel the order at any lime prior to shipment).
5.PAYMENT;CREDIT:PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Sellcr'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 ternns must have the prior approval of
Seller's Credit Dcpanmcnt and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to clue payment from Buyer or with
respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of deliver•for future deliN cries
or rcquirc 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 o I S°i,per month(1S9„-
APR)or file highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed front the date of the invoice. Amounts owed by Buyer
Willi 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 rcintbur;c Sellcr for all atnmtey fees and Court L"t, rt
connection Wish deLuilt of theeC pavnient terms by Buyer.
...,._EA t J. All orders arc Subject to Seller's ability tomakedelivery at the time and in the quantities specified,and Seller shall'not tri:'liable'for dantag-lar fadurc to make purual 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 Scller's intended production,transportation or dclivery facilities,etc„floods,foes,storms,or other acts of God,war or act of
public enemy(,,,civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buycr,action of any governmental authority,or other
force majeurc event). Bu}er shall he liable for any added expenses incurred by Sclicr because of Buycr's-delay in furnishing requested information to SClICr.dchrys resulting front order changes by
Btrver,or delay in unloading shipments at the dclivery point that are the fault of Buycr.
7. SHIMMENT COSTS/TRANSPORTATION MATTERS. Unless oihenvisc specified on Seller's invoicing document,all transportation charges. including.but not limited to, Seller's and
can ier's charges for notification prior to dclivery,demurrage,switching,detention, delay in unloading•diversion,or rcconsigninent shall be the sole rapoasihility of Buyer. Buyer v;ill assume title
anti risk of loss concurrently in accordance with Seller's invoicing document. On passage of title.Buycr 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 dannage arising front the storage,use or handling of such Products. Claims for dnniage or shonagc in transit
must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and sec that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to supporta claim. Upon transfer oC tltc Products' risk of loss to Buyer. Buyer is solCly
responsible for the care.condition,damage or loss of railcars used to deliver the Products until the milcars 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 Sellers 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 b}•Buycr.
C.V,'ARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment.the Products will conform to the published
specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTi[ER WARRANTY OF ANY KIND,EXPRESSED OR 11\1PLiED,IS MADE BY
SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,OR NON INFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this At,
recmem within thin}'(30)days
of Seller's deliver,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 doled in the Products shall be
limited to the replacement of such detective Products by Seller. in the event the remedy provided herein shall be decried to have failed its essential purpose.then Buyer shall be entitled only to it
refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above.no action for breach of the contract for sale or othervise with respect to
Products will he commenced more than one(1)year after the accrual of the cause of action thereto.
9. LIMITATION OF LIABILITY. SE'LLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITER 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 front the use of the Products delivered hereunder in
manufacturing processes of Bu yer or in combination with other substances or othervise.
10. INDEMNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THFIR RFSPECTIVF PRFSPNT nR f'TC'RF
OFPIC•FRS. DlRF('TnRS ell\RPIICII I)1 RS. I S AND RLP1v1 SL`. A I JVI b It r 1 Ll i 1', I � ' . 'i'..' ,i'•i .` l;,r; ,r r'J Ai I '
LIAbil-II ILb,DANIAUL�,JUI1S,PKUCLLDINUS,COSTS AND EXPENSLS(INCLUDING REASONABLE ATTORNEYS' FEE'S)(CULLECI'1\'ELY."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
LfiMITATION, 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,INTEN"IiONAL MISCONDUCT,OR FAULT
OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON-
COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINA f10N 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 detemtine 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. Espon
Administration Regulations,the U.S.Foreign Comnpt Practices Act,and the U.S.Patriot Act.as amended front time to time(collectively,•`Laws"):(2)will not subject Seller to any claim,penalty or
loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buycr will deliver a ccnificate 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 lav: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 matte,unless in writing and signed by the parties:and no acknowledgment acceptance of purchase order forms containing dif'orenVadditionnl terms shall have
force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or therealler. Any unenforceable provision shall be
enforced to the extent it is enforceable.Any provision intended-tri survive'shrill survive thus Agiccmcnt'S,termination/expiratioii and the'coisummation of the transactions contemplated hereunder.
VOUCHER # 152734 WARRANT # ALLOWED
368932 IN SUM OF $
COMPASS MINERALS AMERICA
PO BOX277043
ATLANTA, GA 30384-7043
Carmel Water Utility
ON ACCOUNT OF APPROPRIATION FOR
Board members
PO# INV# ACCT# AMOUNT Audit Trail Code
71360132 01-6180-03 $2,384.64
716055( + 2 357.5
-713,5qj 30
Voucher Totalt 38 "
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 8/7/2015
Invoice Invoice Description
Date Number (or note attached invoice(s) or bill(s)) Amount
8/7/2015 71360132 $2,384.64
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