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252586 12/15/15 CITY OF CARMEL, INDIANA VENDOR: 368932 ® it ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $""'"19,409.28' CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 252586 9UN � ATLANTA GA 30384-7043 CHECK DATE: 12/15/15 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71412773 2,424.00 OTHER EXPENSES 601 5023990 71413499 2,457.60 OTHER EXPENSES 601 5023990 71414250 2,439.36 OTHER EXPENSES 601 5023990 71414251 2,438.40 OTHER EXPENSES 601 5023990 71415127 2,362.56 OTHER EXPENSES 601 5023990 71415129 2,466.24 OTHER EXPENSES 601 5023990 71415904 2,357.76 OTHER EXPENSES 601 5023990 71415905 2,463.36 OTHER EXPENSES t��, �1}ei�me��. Compass INVOICE Minerals Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P O BOX 277043 48-1047632 NET 60 DAYS 11/24/2015 71415129 ATLANTA, GA 30384-7043 SOLD To: 462129/ C54512 CARMEL UTILITIES SHIP To: 505808/CS54514 3450 W 131ST ST CARMEL UTILITIES WESTFIELD, IN 46074 5484 E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS 11/24/15 W15001 i553;u7 1 1553187 SO CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK CO$ TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.6900 TN 96.00 2,466.24 SUMMARY: PRODUCT 2,466.24 FREIGHT&FUEL SUBTOTAL 2,466.24 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 51,380.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,466.24 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject tothe 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 un the"Renin To"section and"Buyer"un the"Sold To"section ofan Invoice to\+filch these Terms and Conditions of Sale("A;greenncnt")relate or are attached. OFFER. No term, in Buyers bili, purcha>e order or other form shall be binding upon Scllcr. Seller refects additional,d!fferent terms in such Buyers documents. SELLER'S OFFER IS I XPRLSSLY LIMITH)TO AND CONDITiONED UPON BUYERS ACCEPTANCE OFT]IIS AGRF;EMENT, PRICES; TAXES-- EXCEPT AS OTHERWISF. SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT-TO CHANGE WITHOUT NOTICE ._ORDERS WILL BF INVOICED, L.NLFSS OTHI RWISH SPECIFIED IN THIS AGRI-I-NIENT',AT'S'ELL.I'sR'S PRICE IN EI'Fi C*i ON T'H-SCIIEDULED DATE C}F$(tiIPMENT. Prices un the invOicune docunieni arc'nct ofalJ apphcablc dHCOnnIS aPd'pmnx,Lional allowance,. References to."tons"means shgrl.tons(2ll00.lbs,)unless otherwise spe j&d. Any tax or other govcrnnneiltal charges roti'lir hereafter levied upon nru'chiclnni.,cyer;unec:'nnanufacturC.delivery.sRtage'consumption.sale,use or shipmcul cif Products ordered or-sold arc-riot-included un Seller's price and will he charged to and paid by Bu%el - t ._ ,. .. -1 CANCELLATION. Order's ma}'be canceled b\ Buyer only upon(1)written or oral notice to Scllcr and accepted in\\'ruing by Seller and(2)payment to Seller ol'reasonable cancellation Char_C,to he,olch delcmuned 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 obf!ganon'Inde,un\or,lcr,uhnuncd b\ Bu\Cr t.0 d meq cancel the order at any time pour to shipment). i PA\'MF.NT:CREDIT:PAST DUE ACCOLNTS. Boyo will make payment to Seller at the time and un the currency specified on Seller's int'uicmg document. Seller niav,in its Solt lodgment. rcqutrc Such Other pan mend term,a,Seller deem.,oppropr!afc.Including full or partial payment nn advance of shipment or by letter of credit Credit payment terms must have the prior approval of Seller',Credit Department and ritu,t be spc\ilird in writing on Sellei's invoicing document. Whenever reasonable grounds for insecurity arise\with respect to due payment from Buyer or with ic,pcet to Btncr's fila rcial condition generally,Seller reserve,the right to stop shipment on notiticauon to Buyer and to demand payment un advance of in the time ofdelivery,for future delnenes M require rea,onable.!„emu ce of pa\nient..tnd un file absence thereof,to cancel,Without liability,the unfilled portion of Buyer's order A finance charge of the lesser of 1.5"o per month(18%,- APR)or the highest rate permitted b\ la\% \\ill he assessed on all past due accounts. Interest charged on a past due Invoice will be assessed from the date ol'the invoice Amounts owed by Bower "tilt\\here there i,no dispute\\ill be paid\\mhout set-oft tit any announts that Buyer may claim arc owed by Scllcr. Buyer agrees to icunburse Scllcr liar all attorney fees and court costs in cunnocmon\\nh deLudl of lhz,c payment tel by Buyer. h.DELAYS' All orders are subtect to Scllet ability to make delivery at the time and in the quairtitfes specified,and Seller shall not be liable for damages for failure to make partial or complete Sri\ d'i:\ n,mel no,h1111ncnt, ScllCt,haul not be hoblc tit dela\,ni delauft,in&h\ct\cau,cd h\ fOicc,loot rr.l,oi:.ibh\\idml ticket cunirol i ulcludnu:Hut not limited to dela\, -'l 1 :11.cwCntc.old M\ athet p,uti.il of total fellow til SClle*,unCIlded pin,luctiuu,man,portati.nr.a dclnct\ taCihti,:,.r,.. dood,,tor,.,1\nms.of other`¢.t,of(iodI \.ar i o .'Ct of );J' e,lCH1% 1��i C! 11 dlAWibdl0.i).,if ikc,.loch-out,. of,of Ltboi or rat\\ malcnals.11111 supiihc,(urCludvig fuel),act,of omission,Of Bt,\Ci,action ofan\,eu\crnmcntal aillhor!h.or"Hicl (Lrcc majCwc e\cnt). Binet,hall he liable lit,tiny.idled CXpen,C,Illwm'ICd b\ Scllcr beC:nUe of BEING',dClan in 1`111-11i,hmg requested Inhumation ru Seller.delays resulting from order changes by Bu\Cr,or delay tit unloading.shipments at the deliycry 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 fur notification prior to delivery,demurrage.s\vitchmg,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Bever will assure title and risk of loss concurrently in accordance\with Sellei's invoicing document. On passage of title.Buyer is then responsible fir proper protection of Products and compliance with all regulations and ordinances and will indenunfy Scllet 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 roust be made by Buyer acainst the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage tit-shortage and see that appropriate notation is made un tile dvery 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 re,PoTISIMC fui the care•condition,damage or loss of railcars used to deliver the Products until the railcars are released erpl\ by Buyer to the rail carrier. Without Seller's prior written approval. neither Buycr nor any of its employees agents will divert or export any such railcar to anywhere outside the continental U.S. Even wfih 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 use of tlic railcars by Buver. S.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that if will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specification,of Scllcr.Seller's specifications are subject to chance al any time without notice to Buver. 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 Scller o(any claim with respect to Products•warranty.or any other claim under this Agreement\within thirty(30)day, of Seller's dfelnery ol'Products or such claun is waived In the cent ofan alleged breach hereof by Seller,the sole rcinedy available to Buyer on account of any defect in the Products shall be limited to the ieplaccmenl of,uch defecloc Products by Scllcr In the c\cm the remedy provided herein shall be deerned to have failed its essential purpose,then Buyer shall be entitled only to a rCilmd of the amounts paid to Scllet for such dCtCCMC Products. Subject to the notification of'claim provision above,no action for breach of the contract for sale or otherwise",fill respect to Product,1\ill be commenced more than one(I)yen alter the accrual of the cause ol'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 TIME PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT. INCIDEN FAL, CONSEQUENTIAL. EXEMPLARY OR PUNITIVE D.ANIAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT. OR TORT (I\CLUDING NEGLIGENCE)OR OTHERWISE Buyer asurnC,all risks and liability for any damage to persons or property resulting tions the use of the Products delivered hereunder un nna111112 turung;roa•sC,of Buyci or un combination%\fill other substances or otherwiec. I, INDE.\I\IFIC\IiON'. ltd'}I R SHALL INDEMNIFY. HOLD IIARJILESS AND DEFEND SELLER AND FTS AFFILiATES AND THEIR RESPECTIVE PRESF;NT OR FL'TURF. I VPI(i)1 1 ti. 11 t Il I RS,DIRT(lOvs. SILAREIIOLDERS. INSURERS. AGFNTS AND REPRESENTAHVLS (C'iH I FC"FIVI7I}' "INDF\i\'I111iD PARTIFS'l. FROM AI I ('I \IVB I I MW i 1 II .1)1\i.$.1 5.SI fi S,PROCit--'i\GS.COSTS AND EXIIFNSI'S(INC'LUDING REASONABLE ATTORNEYS'FELS)(COLLECTIVELY."LOSSES"). FOR A\}' I\Il R}. DI 1I if. IOSS OR DFSTRI'CiIO\' OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLt;DING l\ITIIOt'I LIVEL\I to \. I t i}S OR 1)\111 AGF I O AN}' PROPERTY OR INJURY TO OR DEATI I OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR ITS EMi'LOYF.ES), \\IfhT)Il R \RINI,(, \', \\\ORKFRS'('OMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.INTENTIONAL MISCON'DUC'T,OR FAULT illA$ KIND, \ND I VI N if. THE RLSULT OR ALLEGED RESULT OF THE C-ONDt;C'T, NEGLIGENCE. ERROR. OMISSION', OR BREACH OF THIS AGREEMENT OR NON- ' ' I\\( 1 \\I i If.\1'1'1.1(ABLE 1 AWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. I I.SECFRITI INTEREST. Buyer gonna to Seller.and Scllet retains,it security interest in all Products furnished by Sellerand the proceeds thereof.until the purchase price therefor is fully paid. Seller fila\ file any tin.!ncme>taferents and gnc notice of such sMiritv interest to third panics as Seller may deternnne to be necessar to pct feet such security uucrest 12 LECAL COMPLIANCE Bu\er and its employees agents (I) will comply with all applicable U.S. federal, state. local and foreign la\v, and regulations. including the U S. Export Admuuuration Regulitions.the U.S Forei�_,n Coit upl Practices Act,and the U S Patriot Act•as amended from time to time(collectively."Laws");(2)1%ill not subject Selici to anyclaim.pens lt}or I,,,,of henCfits under the Laws::md(3)will cuopcnitc with Seller in any atldn-inspection relating to the Laws. Upon Seller's request,Buyer will deli\er ai certificate to Sellerin a firm provided by Sellci,CCnify nw,uch nnattei,as requCaed b\,Scller,as required by the Laws.or pertaining to Buyer's intended use of the Product,as represented to Seller. I3.MISCELLANEOUS. Matters ansme out ofor in connection with it sale hereunder will be governed by Kansas laws without ie Bard to conflicts of law rules,and Buyer and Scllcr consent to the ur indiction of Johnson County.Kansas courts. Buver shall not assign this Agreement without Seller's prior written consent This Agreement constitutes the entire agreement regarding the subject matter hereof:no modification maybe made,unless in wining and signed by the parties,and iso icknowledgntent'acceptance of purchase order forms contauung different/additional terms shall have force or effect. Scller',failure to enforce any pro\inion will not be it 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 st7rave shall'sur\�ive this A@redo cot's terininatioin/expiration and the coin umnnation oI'the transactions contemplated hereunder. CompaSS — INVOICE Minera s Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043�LSAMERICA 48-1047632 NET 60 DAYS 11/23/2015 71414250 - ATLANTA, GA 30384-7043 SOLD To: 462129/ C54512 CARMEL UTILITIES SHIP To: 505808 /CS54514 3450 W 131 ST ST WESTFIELD, IN 46074 CARMEL UTILITIES 5484E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995—AUGUSTROBBENSSONS 11/23/15 W15005 1550503 1550503 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 I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.4100 TN 96.00 2,439.36 SUMMARY PRODUCT 2,439.36 FREIGHT& FUEL SUBTOTAL 2,439.36 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,820.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,439.36 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 CONDITION'S OF SALE. 1.PARTIES. "Seller'is identified in the"Remit To"section and"Buyer'III the"Sold To"section of an imoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. OFFER. No teems tit 13uvcr s hid, purchase order or other form shall be binding upon Seller Seller rejects additional different term~ tit such Buyer's(IoctnncntS. SELLER'S OI'FER IS E.\PRFSSLY LIMITED l0 AND CONDITIONED UPON BUYER'S AC'CEP"I"AN('E OF THIS AGREEMhs,T 3 PRICES:"LA\FS," ENC7EI?7":\S'OTIIER\\'ISE'SPECIFIED'IN'1'ITIS`\GRlil?ME?N"f,'PStICLti'ARE UB.IECI"TO-CHAN011 \\ITHOUT'\OTIC]:"'C)RD13FtS'.\V1LC I3E"ISVOICYf�. NLESS 01 HER\1'ISF*S'l'F.C`IPIED IN-MIS,AGREEMFNT,AT SELLER'S PRICI-IN EFFEC`f UK7HE SCHEDULED DATE OF SH1P\tE\IT. Prices ott Ilie ' �ocunic .arc nee ofall applicahlr di,coun;,and plmngtional allowance, Retcrcncee to"tons'mruts short tons(2000 Itis.)unless othem,ise.specified_ Any tax or other govemmciniiI clsair`' no*w' )i`iereatter levied upon PI.,ducuon..cxcrance. manutacttur.d lt\,cry.storage,COTISuniption:sale.use or shipmcnt'6f Products ordered or*sold arc itof included tit Seller's price and wiH•bz eliar,ed iu,,.ind pard by BLIWI A CANCELLATION. Order, may be canceled 1, Buyer only upon(I)written or oral notice to Seller and accepted tit writing iiy m Seller and(2)payment to Seller of reasonable cancellation charge,to he,ofef}d mmincd by Seller F.\cepl as otherwise agreed tit\%ruing,until the products identified in Buyer's Purchase ordcr as accepted by Seller("Products")arc shipped,Seller has no ohliga11011 under any order submitted b\ Finer(and may cancel the order at any time prior to shipment). s.PAYNiFX"r:CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the unto and in the currency specified On Seller's invoicing document. Seller may.in its sole Judgment. require such other pavnem terms as Scllcr 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 Depainncnt and nutel he,pccilicd in\wrihn,on Seller's utwolcing document. Whenever reasonable_rounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer',financial condition generally'.Seller rescrwes the right to stop shipment on notification to Buyer and to demand payment tit advance or at the time of dclivery for future deliveries of rgwrc rra101I.thlr ds,uttiuec of pa\nient.and tit the absence thereof:to cancel.without liability.the unfilled portion of Bu\ct's order. A finance chaiLe of the lesser of 1.5"/o per month - APR)or the hl,hest late permitted h\ law will he assessed on all past clue accounts. Interest charged on if Past(file utwoice will he assessed fiom the(laic of the m\uice. Amounts owed by Buyci \\rah\there there a 110 dispute will be pall\\ithout set-off I-f any anlOunl]that Buyer may claim art owed by Seller Buycr agrees to ici nhuse Seller for all attorney fees and court costs in connection n ith default of thea(pa\mens terms by Buyer. F.DF.L.IY,C*All nrders are cuhicct in Seller's ahiEty to make deliwcry at the tinge and In the quantities¢pecified.and Seller.hall not he liahit for danaecs for failure to make partial or complete r"w Id .1 t,,..o:.J,I.n In n,.ti.mw,,hipnxn'. Sellei,hdlg not be liable Inv do Ln,m default,in deh\cI\caused bt torics not re;lsonabh�\thin Seller',control(mrludine hill 1101)muted to de Ln, eVremC coli\\r.uher pa:ual o1 t,I:fl finite of ScIIC(s intended Ploducuon.transportation or dclnen I:,cllitieS,etc.1100111.tile,.,i,rnt,.01 other acts of(1o11.R,u of-:1 of ,� ,,, ..n:••o, f,� coli dntwh.mcc),,tike,.loch-nut,.,hortaue,of Iaho1 or Item material,and auPPllcs(including file]),aces or onusslonS,f Ituyer.action ot'am -mcrnmervid authontc.or,tile, t,ncc m•getae(\curl Bu}ti,hall he Kahle fit am added cy\roses Incurred by Se1Ici because of Buver's delay In furnishing requested intiunmauon to Scllcr:delays resulting from ordcr changes ht Bin ci.or delay in unloadmshrpmcnh at the dein cry point that arc the fault of Buyer 7 SHIPMENT COSTS/TRANSPORTATION MA"rTERS. Unless othemrse specified on Seller's invoicing document.all transportation charges, including,but not )united to. Seller's and eanrer'�charges for notification prior to delnerv,denmrrage,stanching,detention, delay m unloading.diversion,or reconsignneut shall he the sole responsibility of Buyer. 13ucer will assume tole and risk of loss concurrently in accordance with Seller's imofcing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and n III indemnify Seller against all claims for personal injuries or properly damage arising front the storage,use or handling of such Products. Claims fix damage or shortage tit transit nttist be made by Btiver against the earner. Buver has life 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 tit order to support it 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 dChvcr the Products until the railcais are released empty by Buyer to the rail carrier. Without Seller's Prior written approval. neither Buyer not anv of its employces agents will divert or export any such railcar to anywhere outside the continental U.S. Ewcn with such Seller's approval,Buyer remains filly responsible for and shall Prompt]I remtburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes direct]-caused by or Incidental to such use of the railcars by Buyer. C.Y\ARRANTY/TI:SIF.FOR:MAKING CLAMS, Seller warrants only that n will conycy good title to file Products and that,at the trine of shipment the Products will conform to the published specifications of Seller Seller's specifications are subject to change at any tints without notice to Buyer. NO OILIER WARRANTY OF ANY KIND.EXPRESSED OR EMP1_IED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALI_ SUCH OTHER WARRANTIES. INCLUDING .ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE.OR NONINFRINGFNIENT. Buyer must notify Seller ofam,claim",fill respect to Products."arrancy,or any Other claim under this Agreement within thirty(30)days Of SCIICI's dCI1\TIy 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 licieni shall he deemed to have tailed its essential purpose.then Buyer shall be entitled only to a retiuul of the amounts Paid to Seller fol such dl'fCCtl\'C Products. Sublect to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(I)year after the accrual of the cause of action thereto. 9 LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY'CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR TILE 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 TORE (IN(LL'DI\'G NEGLIGENCE)OR OTHERWISE. Buver ossuntes;III risks and liability for any damage to persons tit property resuhm front the use of the Products delivered hereunder in ill'amlactumV Ploccsscs of Ru}c1 01 In comhinatron\with other;ubstanccs o1 otherwise. :1, 1\DE Nimi-ICITIO\, ml I I, SHALL I\'DF%INIF}'_ HOLD HARMLESS AND DEFEND SELLER AND IIS AFFILIM-F S .\ND THEIR RESIT( IIVE. PRESI-NT OR Fl l-t'RL \;i'I(I)I I S.(II I R I RS. D1RI :1C1ItS,_SHAKIi]lUl.))ERS. INSURERS, AGENTS AND RE RESENTATICLS WOI LFC'TIVI .Y. "I\DI MMFIFD P.mz viES"1. FROi\I ALI ( I M\-11� I i 11 DAVA(,1 S.SPITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE-:\I TORNEYS'FFI S)(COLLLCTIVE:LY. 'LOSSES-), POR A\'1 1)1\1,1(11 I'sIt P'i DE \ill. LUSS OR DESIRUCIIO\ OF ANY KIND RELATING lO OR ARISING OUT OF THE PERFORNIANC'E OF THIS :\GRLI,MFNT. INC'LI,DIN(, WITHOt'F I I\IIIAIlO\. LOSS (W DAMAGE 1-0 AN)' PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT L1111T\IION, BUYER OR ITS FMPLO)'FFS). \\HE I Ill K ARhING \S A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY.INTENTIONAL MISC'ON'DUCT.OR FAULT OI AssY KIND. \ND LVF\' If l HF RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THIS AGREEMENT OR NON- ('O\IP[IA\('L\\"fTH APPLICAM F LA\\'S B\'.N)'INDE\INIFIFiD PARTIES THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREE,\IENT. 11 SI'('L'RITI'INTEREST. Rover,rants to Seller.and Seller retains.it security interest in all Products furnished by Seller and the proceeds thereof until the purchase price therefor Is filly paid ScIIcI Ind\ file;caw iin;utrinc Statements and give notice of such Security interest to third parties as Seller mey determine to be necessary to perfect such sectio y interest. 12 LEGAL COMPLIANCE. Buser and ns cnmpkwcesagents (1) will comply with all applicable U.S. federal. state, local and foreign laws and regulations, -the U.S Export .\(hnnn,n;umn Kr,uhrtiun,,the l i S.Foreign Corrupt Practices Act and the U.S.[)till I'll Act,as amended from time to nine(collectively."Laws"):(2)will not subject Seller to any claim,penalty or l,„of ixilctit,under tar La\\ ;uxi(3)will cooperate vita Seller tit an\•audit/inspection relating to the Laws. Upon Scller's request Buyer\till dcii\ci it certificate to Scllcr tit a form provided by Seller,eel fif\ing such matters as rcquestrd by Seller.as required by the[_anus.or per 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 nada unless In writing and signed by the parties:and no ackno\vledgmcnt/acceptance of purchase order firms containing different/additional terms shall have force or eftect Seller's failure to enforce any provision",ill not be it waiver of Its right,to enforce such,provisioo or any other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended ti)survive shall survive this Agreement's termination/expiration and the consummation of the transactions contemplated hereunder. Compass INVOICE Minerals Page-1 of 1 PLEASE REMIT-TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P 0 BOX 277043 48-1047632 NET 60 DAYS 11/19/2015 71412773 ATLANTA, GA 30384-7043 SOLD TO: 462129 / C54512 CARMEL UTILITIES SHIP To: 505808/CS54514 3450 W 131 ST ST CARMEL UTILITIES WESTFIELD, IN 46074 5484 E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM ---[DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS 1,!19!15 W15004 1550500 1550500 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 25.2500 TN 96.00 2,424.00 SUMMARY: PRODUCT 2,424.00 FREIGHT& FUEL SUBTOTAL 2,424.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,424.00 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERAS AND CONDITIONS OF SALE I.PARTIES. "Seller"is i dentrtied um the"Remit To"section and"Br\'CI''-in the"Sold To"section ofan invoice to Much these Terns and Conditions of Sale('-Agreement"')relate or are attached. OFFER. No terms In Buyer's hid, purchase order or other firm shall be binding upon Seller. Seller rejects additional different terms in such Buyer's documents. SELLER'S OFFER IS LXPRI'.SSI 1 LIMITED TO AND C'ON'DITIONED 1'PON BU'YER'S ACCEPTANCE OI-1-1 IIS AGRFFN4FN'T PRICEs; "GASES LXCEPT AS OTHERWISL. SPI.CIFIED IN THIS AGREFIMENI PRICES ARE SUBJECT TO C'H.ANGl. WITHOUT NOTICE. ORDERS WILL BE INVOICED, L\I FSS OTHFRWISE SPECIFIED I\THIS AGRI E\LENT.AT SELLER'S PRICE 1N EFFECT ON HIE SCHEDULED DA-1 E OF SHIPMENT Prices on the invoicing document are net of-all apphk�eble discount,and promotional allo%%ances. References to"tons"means short tons(3000 Ib,.)unless otherwise specified. Anv tax or other governmental charges now or hereafter levied upon hroducuon.u%erance.manuflctwc.delnery,storage,consumption,sale, use lir shipment of Products ordered or sold are nut Included tit Seller's price and troll be charged to and paid by C %NCT LLA LION, Orders ma} be canceled ht Bu\cr only upon(E)%%ruien or oral notice to Seller and accepted Inn%mtrng by Seller and(2)payment to Seller of reasonable cancellation Ch m des to he,aICIy detcrnmed by Seller l kept a,uthem use agreed in writing.until the products identified in Bu}c:s purchase order as accepted by ScIler("Products")are Shipped,Seller has no •,Ilvm,order am order submitted ht B;nrr(.Ind nma.%cancel the order at am nnme pour to Shipment). P kN\1 F\T;CREDIT.:PAST-DUE ACCOUNTS. Buver will make pavntent to Seller at the IIIIIC and in the currenC\speclhed on Seller',Int orcin,_document. Seller nnay,um its sole jLIdgmCIlL Cum C such other payment terms a,Seller dccns appropriate.nmcludntg full or partial pip mcnt um ad%ance of Shipment or by letter of credit. Credit payment terms must have the prior approval of Crcdu Department and mu,t he specified in wilting on Seller's Invoicing document. \\'hene%cr reasonable grounds for insecurity arise with respect to due payment from Btryl'1or with rap..1 to Buycr's financial condition generdh.Seller reserves the light to,lop shipment on notification to Bu}er and to demand patnnnt m adtance or at the time of delivery for future dehteri s I i:yur.c rcasamdmle a„urance ofP11.1 and It,the ah,ence thereof',to cancel,%\rthoul liahrhty,the unfilled portion of Buyer's order A finance charge of the lesser of l.S'�per month \PR I w the!uchc,I Talc permuted b\ I'm %\ill he.n:es,ed nn all past due accounts. 11tICICSt char_ed oil a past due imoice"ill be:S, scd front the d:uk:of the invoice Amounts oiled by Bu%er n Ili ,thele There 1,no dispute\,ill 1,p,nd\%Ithout,Ct-oft fui Inn autount,that Buyer may claim are o%%cd b_t SCHLI. Bu\cr agree,to rcinthur,e SCIICr for all attorney fees and court cost,vI .!rr,r Illi,i.I,i:,il Of these p.I%nmCnl ICIm,ht Boner o.DELA\S. All orders arc stllircci'to Sellei's ability to nllmke'dclivery at the Time and um the quantities specified.and Seller shall not be liable for damages for failure to make partial or complete I ,.I..�tkmp,:olm a, `,eller Shall not he liable for dela%,of delauh,tit deli%ery caused ht liege,not Teasonabl%%% thin CCllcl',same:(1,11 m_hot 11,11 huu;ed to 11c):„ 1,.C\ne1nC Culd%%C:ubel.paln.Il or vial lallUIC ol'Sellei',rnlended production.nan,portanon or(ICII\Cr% Iilrllnlc,,ea.flood,.Int,.,101111,.or other acts(11,60d,%%at or act or I..L,,,:h.rsC),,inke,,lurk-outs.,hurts gC,of labor or ran% material,and supphC,(InClydlllg fuel).act,lir onu„Ion,Of BIn CI.acrlon ofan% gu\crnnenl.il aulholn\.or olhel ., Majestic L%rntl Bll%CI,hall be II,0'1,:fir,1m added c\I)cn,e,Incurred by Seller because of Buyer's delay ria fLnushlng requested information rn Seller,delay,resulting from order changco b} It•%,I,o'dc's% 1n umluadmg 1hmme111,at the delver%polnt ill,](Me the fault of Buyer. \HIPMF\l COSTS/TRANSPORTATION' MATTERS. Unless otherwise specified on Seller's invoicing docunment,all transportation charges. Including,but not limited to, Seller's and ,m•Ice',%harge,for notification prior to dch\crN,denumage.switching,detention, delay in unloading,di%ersion.or recunsignment shall be the sole responsibility of Buyer. Buyer%%III assume title and risk of loss corcurlentl}tit accordance with Seller's im Dicing document. On passage of title.Buyer is then responsible for proper protection of Products and compliance with all regulations and oldlnanee,and\%Ill indcmortN Seller❑aam,t all claims for personal injuries or property damage arising frons the slorage,use or handling of'Such Products. Claims for damage or shortaue in transit must he made h% HM cl aL'ara,t the col er Ruwcr has the responsibility to inspect shipments before or during unloading to identify any Such damage or shortage and see that appropriate notation rs :m+Ida On fhc dcljwticket,or an m,peclion 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 solcl% Ic,p,,n,rhle lir the Calc.Condnun,darmage of loss of milcats used to deliver the Products until the railcars are released empty by Bu%cr to the rail carrier. Without Seller's prior written approval. neither Fiu\ci nor am,of r,emplo\ces apems%\ell divert or export any such railcar to anywhere outside the Continental U.S Fycn%\ith such Seller',approval,Buyer remains fully responsible Int and shall prompth rernhui,e Seller for all cyton,,losses.COS11,expenses,liabilities.penalties.demands and Taxes d r"IIN Caused by lir Incidental to such use of the railcars by Buyer �N ARRA\Tl;TINIE FOR MAKING CLAINIS. Seller%%arrants tint\that it%%ill convey good title to the Products and that,al the nme of Shipment,the Products will conform to the published ,pCuti.ations of SCllcr.SelICI'S SpC•clfications are subject to change al any lime%%ithout notice to Buyer. NO OTHER WARRANT)'01=.ANY KIND.EXPRESSED OR INIPLIED.IS NIADE BY SI l L I R AND SEI LLR HIiRLI31' DISCI AINIS AL.I, S,('11 0"1HER WARRAN LIES. INCLUDING AN) I:b1PL IED WARRAN I'IF-S Of= NIERCHANTABILITY. FITNESS FOR A P\RTI('t [AR PURPOSE.OR NONINFRINGIAIEN'I Buyer mist notify Seller of ant'claim with respect to Product,,%%ananty,or anv other claim under this Agreement within thirty(30)days of Sellci's deh\er% of Products or such clamor IS%%:u\ed. fn the e\Cni of an alleged breach hereof by Seller,the.sole remedy available to Buyer on account of any defect in the Products shall be ]ranted to the replacement of such dafcctiye Products b\ Sellen hi 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 delccti%c Products Subject to file notification of clamp provision above,no action for breach of-the contract for sale or otherwise with respect to Product,\\ill be commenced more than one I I I year after the accrual of the cause of action thereto. 9. LINIFLATIO\ OF LIABILITY. SI=LLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WIT11 THIS AGREEMENT WILL 13E LIN4ITED TO THE NET P1'RCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO FVF.N'T SIIALL SELLER BE LIA13LI:TO BUYER OR AN)'THIRD PARTY FOR ANY INDIRECT. INCIDENTAL, CONSI-QU'ENTTAL. EXEMPLARY OR PUNITIVE DANIAGES FOR ANY CLAIM. WHETHER BASED ON WARRANTY, CONTRACT, OR TORT” WNC'L UDING NI-GLIDE\'CLI OR U1 HERWISE. Boyo aS,mlles all risks and liabihty for;m% damage to person,or property resulting fiom the use of the Products delivered hereunder un nt.InuLtcturim_protcsseS of Buyer of in combination with otli•r substance,or othcm ise. In I\DENIMFICA'l l0\. BI'YI R SHALL I\DEMNILY. HOLD HAMOLESS AND DEFEND SELLER AND ITS AFFILIAI I S AND THEIR RESPECTIVE PRESENT OR I:[TURf I VPI I YI I ss f II ll( 1R,. DIRI( I ORS. SII\RF HOLDERS. INSt:RFRS. :\GFNTS AND REM SFNTAIIVFS (COI I Ll'TIVI l\. "I\'DI\1\'If 11 D P\RTILS"I. FROM ALL C LAIMS- L I IAMLI I-If S.DAMAGES,SI'IT ,PR(1('i L:DIVGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECT IVF.LY,"LOSSI{S"). FOR ANY DAMAGE. \Jl RY. DF.\III. LOSS OR DLSTRI'C'TION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS A(IREEMENT, INCLUDING WITHOU-1 I 1\111AFIO\, LOSS OR D•\\L\GF TO ANY 11ROI'FRTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES). V,ill fill R '.ILKI\G \S.\\\'ORKI RS'('O,%1P1-NSA'I'ION C'LAI\4 OR UNDER TIIGOIZIIS OI'NEGLIGF.NC'E.TORT.Sl-Rl('T LIABILI'fl'.INTENTIONAL:MISCO\'DU("h.0R FA L I Of \N't KI\I). \ND F\I\ IF THF= RFSVLT OR AI-LF.GFD RESULT OF THE CONDUCT, NEGLIGENCE. ERROR, OMISSION, OR BREACH OF THIS AGREE% 'NT OR NU\- C OMIT IAV I \VhI If APPLICABLE LA\\'S BY ANY INDLMNILIL.D PARTIES. THIS PROVISION SHALL SURVIVE LXPIRA TION OR TERMINATION OF TIIIS AGRF-UMENT. 1 I SEC%RITI'INTEREST. Buyer giant;to Seller.and Seller retains,a security interest in all Products Iiunished by Seller and the proceed,thereof,until the purchase price Therefor 1s filly p:ud. ~Clic-nla\ fil .Its% fimmcims'latentenh and gI\e notice ofsuch security interest to third parties as Seller may deternune to be necessary to per'act such security interest I' LEGAL COMPLIANCE. Biter and it, emploveesagents (1) «ill comply with all applicable U.S. federal, state. local :rid foreign la\\S anti regulations, iticliidiiig the IIS. Export \dnumstration Regulations.the U.S Forcign Corrupt Practices Act,and the U.S.Patriot Act,as amended front time to little(collecuvel%.'Laws•');(2)will not subject Seller to any claim.penalty or loss of benefits under the Lim,;and 13)\%III cooperate will)Seller In any audit inspection relating to The Laws. Upon Seller's requcSt.Buyer will defier a certificate to Seller m a lurm pro%ided by Seller.Ccrtrflvng such matters as reque,ted b%Seller.as required by the Laws.or pertaining to Buyer's intended use of the Products as represented to Seller 11 NIISCEI.LA\FOPS. \latter,an,ine 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 u :,d Cti01.of J,-11lsun(amlr,Kansas courts. Buyer shall not assign this Agreement without Seller's prior wi men consent. This Agreement constitutes the entire agreement regarding the subject r\•nnodificauun ma%he made,unless un writing and signed by the parties:and no ackno\wlcdgnmcnt'acceprince of purchase order forms containing diflereiit/additional terms shall have ,I clicci Cllrr's tiuluic to entorce any pio%ision will not be a%y;uyer of its right to enforce Such provision or anv other provision then or thereafter. Any unenforceable provision shall be :,'Iola.d to dw,\tent it 1,enlorcrablc \n\pro%1,iun intended to survive shall survive this Agreement's termination/expiration anti the consummation of the transactions contemplated hereunder. Compass = INVOICE Minerals Page-1 of 1 PLEASE REMIT.TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P 0 BOX 277043 48-1047632 NET 60 DAYS 11/23/2015 71414251 ATLANTA, GA 30384-7043 SOLD TO: 462129 / C54512 CARMEL UTILITIES 3450 W 131ST ST SHIP To: 505808 /CS54514 WESTFIELD, IN 46074 CARMEL UTILITIES 5484E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM [DATEIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TWE 10995-AUGUSTROBBENSSONS 23/15 W15001 1550506 1550508 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 I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.4000 TN 96.00 2,438.40 SUMMARY: PRODUCT 2,438.40 FREIGHT& FUEL SUBTOTAL 2,438.40 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,800.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,438.40 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I PARTIES. "eller'is identified m the"Remit To section and"Buyer"in the"Sold To"section ofan invoice to which these Terms and Conditions of Sale("Agreenient")relate or are attached. 1 OFFER. No terns; in Buvers bid, purchase order or other foinn shall be binding upon Seller. Seller rejects additional dnffercot terns in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMFfL'D TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLI SS OTI IERWISE SPECIFIF,D IN THIS AGREEMENT.AT SELLER'S PRICE IN EFFECT ON"fllli SCI IEDULF.D DATE OF SI IIPNIENT. Prices on the invoicing document are net of all applicable discounts and promotional allo\\ances References to"tons"nneans short tons(2000 lbs.)unless othemise specified Anv tax of other governnnenial chatgcs now or hereafter levied upon production.se\Crance,manulleture,leper.storage,cions unnpnori safe:uec or sit ipment•of,Products ordered or sold art nut included in Seiler's price and will be charged to and paid by Buvet. -1 CANCECLATIO\. Orders play be canceled by Buyer only upon(1)\vriiten or otal notice to Seller and accepted m writing by Seller and(2)payintnt to Seller of-reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writi11e,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 Buver(and may cancel the order at any time prior to shipment). 5 PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buver will make payInCot to Seller at the little and In the cunency specified un Seller's invoicing document. Seller iiiay.in its sole Judgment. raiuu'c such other payment tcrnls as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms muss hate the prior approval of Seller',Credit Department and must he specified in\\alis,on Seller's Invoicing document \bhenever reasonable grounds for insecurity arise\with respect to due payment Rom Buver or with respect to BuNcr's financial condition general)}.Seller reserves the right to stop shipment on notification to Buver and to demand payment un advance or at the little of delivery for future deliveries or rCquuC re:n,onablc assurance ofpavnncat,and un the absence thereof to cancel,without liability.the unfilled port inn of Buyer's order A finance charge of the lesser of 1.5'),,per 111011th I IS46- APR)or the highest tate permitted by law ,\ill he ass•„ed on all past dile accounts Interest charged on it past duc invoice will be assessed front the date of'tire invoice. Amounts owed by Buyer uh\\here Iherc Is no dispute will be pard%\nhout sit-olT for:my anuxmts that Buver ma_%claim are owed b\ Seller. Buvcr agrees to reunbuise Seller for all attorney fees and court costs nn onnrcuon\\nh detatdl of ihe,e pa\moil terns b\ Buycr. fi.DFLAT:S.'ATI order,are suf5icct to Seller's abilnv to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages Ino failure to nnako partial nr cumpleic sh:pvncet or far aim dela\ To mukmg shgmnCn;s. Seller shall not be liable for delays or defaults in deli\Cry caused b\ furccs not ICasOuabl\\\uhun SCller', UnCludrne bill nor bmuod W 1ICIJ%1 o dofanln h\ nate ler,,giant•Odd wcathc).partial or total failure of Scllei's Intended pnnluction,transportation or dcln Cr-facilities.etc. flood,,fires,stoins,or other.nets of God.\\,u nr,ICI of put I;\ en,nl\ (+)I .n)i d;,turbIm r).strikes,lock-outs,shortages of labor or ram materials and supplies(including fuc11.acts or omission,of Buvcr,action of anv governmental authorlt.or other DrcC nLgewC o\cnt). Buvcr shall be liable for am%added expense,incurred by Sellcr because of liu_ver's clela} in furnishing requested Information to Seller,delays resulting from order change:by Bun er,or delay un unloading shipments at the delivery point that are the fault of Buyer. 7 SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified un Seller's invoicing docunncm,all Transportation charges, including,but not limited to, Seller's and carrier',charge,fur notification prior to dcliverv,denu nage,Switching,detention, delay in unloading,diversion,or ieconsignment shall be the sole responsibility of Buvcr. Buyer will assume title and risk of loss concuncntly u1 accordance with Seller's invoicing document On passage of title.Buver Is then responsible for proper protection of Products and compliance with all regulations and ordmances and\\ill indemnify Seller against all clauns for personal ill uries or property damage arising from the stoage,use or handling of such Products. Claims for damage or shortage in transit must be made b\ Buvcr against the carrier. Buver has the responsibility to inspect shipments before or during unloading to Identifv any such damage or shortage and see that appropriate notation is made on lire deh\ery tickets or an Inspection report furnished(by the local agent of the carrier in order to supporta claim. Upon transfer of the Products' risk of loss to Buyer, Buyer is solely iespon,ible for the care.condition.damage or loss of r dcars used to deliver the Products until The railcai:s are released empTw bw Buyer to the rail carrier. Without Seller's prior written approval. neither Fiu-Ncr nor anv of ns employee agent”will dwell or c.xpmt anv such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buver remains fully responsible for and shall prumplIv reimburse Seller for all claims,losses.costs.expenses,liabilities,penalties.demands and taxes durcll}caused by or incidental to such use of the railcars by Buver S N'ARRANTI'/TI\11:FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that at the tune of shipment,the Products will conform to the published specrtkauons of Seller.Seller's specifications are subject to chalwc at am-tins without notice to Buver. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELI_I'R AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT Buver mist notify Seller of anv claim with respect to Products.warranty,or any other claim under this Agreement within Ihinv(+0)days of Seller's dclivery of Products or such claim Is tNaived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of anv defect in the Products shall be lunited to the replacement of such defecti\c Products by Seller In the event the rcmcdv provided herein shall be deemed to have failed its essential purpose,then Buyer.hall be entitled only to:t refund of the amount:paid to Seller lot such def'MIW 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 he commenced more than one(I)year after the accrual of the rinse 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 I_IA13LE TO BUYER OR ANN'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 dannage to persons or propert resulting from the use of the Products delivered hereunder in manulactm mg processes of Buvci or 1111 combination\\nh other substances or otherwise Iii I\DEMMVICATION. Fal YLR SHAT L INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATLS AND THL-IR RPSPI-CTIVP. PRISEN"f OR Ift'VURI J"I t`1 I i�. OI I I('1 Rti. DIRI('T()RS, SHAREHOI DFRS, INSURERS. AGE\TS AND RE PRFSFNTA'TIVI'S (COI LF('TIVF[Y. "INDF\t\II IED P%R I'll_V I. I ROM .ILL('LAMS. LIAMLI III ti,DAMAOFS.SI TI-S.PROC'EFDINGS.COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS' FEES)(C'OLLECTIVI-A.Y,"LOSSI:S"), FOR ANY DAMAGF. INWk"I, DF\TIL LOSS OR DF.STRLC'TION 01' ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE, Of -HIS AGRI.F.\IhN1-. INCLUDING WITHOUT LI\IIT.\110\. LOSS OR DAMAGE,TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOU'l LIMITATION. Bl YFR OR [I'S EJ9PLOYEES). \\ill T HFR ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDPR THEORIES'OF NEGLIGENCE.TORT.STRICT LIABILITY.INTENTI()NAL MISCONDUCT,OR FAIT T Of \\Y KIND. AND FA t.\ IF THE RESULT OR ALLEGED RESULT OI'THE CONDUCT. NEGLIGENCE, ERROR. OMISSION,OR BRE\C H OF THIS AGREEMENT OR \'O\'- (OMPLLVNC'F WITH APPLICABLE:LAWS BY ANY INDLMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGRE.F.\TEN 1' 11.SECURITN INTEREST. Bu\ci,)ants to Seller.and Seller retains,It security Interest in all Products furnished by Seiler and the proceeds thereof,until the purchase price therefor is fully pard Seller may fide in\-financing statements and give notice of such securnv interest to third parties as Seller may deternune to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its enlplovecs,agent's (1) will comply with all applicable U.S. federal, slate, local and foreign laws and regulations, including the US. Export Administration Regulations.the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot ACL as amended front time to time(collectively,"Laws"):(2)will not subject Seller to anv claun.penalty or loss of hCaCfi(s under the Lams:and(2),\ill cooperate with Seller in any audiVunspection relating to the Laws Upon Sellers request,Buyer will deliver a certificate to Seller In a form provided by Seller.cenifvin,;uch nnaucre as requested by Seller,as required by the Laws.or pertaining to Buyer's Intended use of the Products as represented to Seller. u MISCELLANEOUS. Matter,ansnlg out ufor To connection wuh a Sale hereunder will be governed by Kansas Titins without regard to conflicts of law tides•and Buyer and Seller consent to the nir,dretion of Johnson(bunt-.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the enure agreement regarding the subject nlar,rr hereof:no modlfic:won may he made.unless in writing and signed by the parties and no acknowledgnnent/acccptciiee ofpurchase order forms conlaming different/additional Terris shall have force or el'fccl. Sellers flnlure To enforce any PION 1,1011 will not be a waiver of its right to enforce such provision or anv other provision then or thercaller Any unenforceable provision shall be enforced u,the e*,lent it tin enforceable Any provision intended to sou wive shall Survive this Agreement's teiminatiorv'expiration and the consummation of the transactions contemplated hereunder. i 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 11/24/2015 71415127 ATLANTA, GA 30384-7043 SOLD To: 462129/ C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W 131 ST ST CARMEL UTILITIES WESTFIELD, IN 46074 5484 E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS _ _ 11/24/15 W15001 1553186 11553186 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 I EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.6100 TN 96.00 2,362.56 SUMMARY: PRODUCT 2,362.56 FREIGHT&FUEL SUBTOTAL 2,362.56 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .49,220.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,362.56 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Scllei"is identified in the"Remit To"section and"Buyei"in the"Sold To"section ofau invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. OFFER. No term, in Buycr',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 I"XPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE Oh THIS AGREEMENT. PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED IN "fl]IS AGREEMENT. PRICES ARE SUBJECT TO CiIANGE WITiIOUT NOTICE. ORDERS WILL BE INVOICED. L'\I ESS OTHERWISE.SPECIFIED INTI IIS AGREEN4ENT.AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SI IIPMEN"I'. Prices on the invoice ie document are net of all apphQ,iblc diseountS and promotional allowances. Refeic•nce.s to"tons"means short tons(2000 tbs.)unless otherwise specified. Any tax or other governmental charges now or hereafter Ici•ied uponproduction.severance. manufacture.deliver}.storage,-constimjmtion,aale,use oi;shipntent°olrl'roduct5 ordered,or sold are not mclkided in Seller's puce and will be charged to and paid by Bucci . . a C'ANeELLATION. Order,stay be canceled by Buyer only Lipon(1)written of oral notice to Seller and accepted in writing by Seller and('_)payment to Seller of reasonable cancellation charge,to he solei•determined by Seller Except as otherwise agreed in writing.until the products identified in Buyei's purchase order as accepted by Seller("Products")arc shipped,Seller has no ohhgeuon under am-order submitted by Buyer(and may cancel the order at any time prior to shipment). PAYMENT:CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currenev specified on Seller's invoicing document. Seller may,in its sole Judgment, require such odmci payment tants as Seller deems appropriate,including fill[or partial p;pmicnt in advance of shipment or by letter of eiecht Credit payment terms must have the prim approval of Seller',(tedit Department all(] nurst be speciLied um willing on Seller's mvoicine document. Whene�ci reasonable rounds for msecurrty arise with respect to clue payment from Buyer or with rc�pcCi m Bower's financial condition genctalh.Seller rescre,the right to Stop shipment on notification to Buycr and to demand payment in adw:uce or at the time of delivery for future deliveries (it require reasonable aauancc of pay niem.and in the absence thereof'in cancel.«rthout liability,the unfilled portion of Binei's order A finance change of the lesser of 1.5%per month - APR)or the highest late permitted hv Lm "k ill he assessed on.dl pa.t chic accounts. Interest charged on a past clue incnice"ill be as,e„ed from the date of the invoice. Amorous owed bv_ Buyer mall o hcte there t,no dispute,t ill be p•ud,�ithuut,ct-01f lot.tit\ anwuni.;that Buver maw claim are owed hw Scllcr Bu\ci aeicc,to rcinihuise Seller fix all attoinc� fees and court c011,to ccmicruw„y.qi•drl:wlt„f 11•:,e 1,,i"nmcn:icon,h\ Hirci. . h DELAYS. \I1 mdci,sue,uhlrcl n,Seller',ahiht, to make delivery at the time and in the quantities specified.and Seller shall not be liable lou d,unage,lot laiture to make partial ui complcio •.11lnmrnt of u".nn dcl,n rot it,tkm ,htpnunt,. Scllcr shall not be liable for delays or del:udts m delncr caused by forces not reasonably it 1111111 Seller's somal(uiCludutg hot 1101 binned a,dclams :.tttlt.:I, ,.tit tit,,cNir'nmc cold ti Cattier.parts[or total failure ol'Sellei's intended production,tran,poitahon or delivery facilities,etc.,floods.fires.statins,of other acts of God,war or act of l'a'nd menu% for ON tl dt,tunhanCC),stnkcs.lock-outs.shorty ties of labor m raw materials and supplies(includnmg f uch.acts of omissions of Bu%er,action of anv go\crnmental authority.or other force malcuie c,ent). BLi%cj ,half he liable for anv added expenses incurred by Seller because of Buyer's dela) in furnishing requested information to Seller,dc[ays resulting from order changes hw Buver,of delay nn unloading Shipments at the delivery point that are the fault of Buycr. 7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and can"ict's charge,fix notification prior to dclIVCry.dcnrurmge.switching,detention. delay in unloading.diversion,of reconsignment shall he the sole responsibility of Buver. Buyer will assume title and rr,k of loss concurrently in accordance with Scllei',invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and comphance with all regulations and ordinance,and ti ill uilcmnif, Seller aeamst all claims fin personal injuries or property damage arising front the storage,use or handling of such Products. Clams for damage of shortage to transit mu,t be made by Blnel'agaust the carrier Buyer has the responsibility to inspect shipments before or during unloading to identify any such dannage or shortage and see that appropriate notation is made on the deli,cry ticket,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 sole[\, re,poncihle for the care,condition.damage ur loss of railcars used to deliver the Products until the railcars arc released empty by Buyerto 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 shall promptiv reimburse Scllcr 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. Sel[ei warrants only that it will convey good title to the Products and that,at the time ofshipment,the Products will conform to the published specifications Ill'Seller.Seller's specification,are subject to change at any tinnc tyrthout notice to Buver. NO OTFIER WARRANTY OF ANY KIND.EXPRESSED OR IMPLIED,IS MADE BY SELLER .AND SELLER HEREBY DISCLAi.MS ALL SUCH OTHER WARRANTIES. INCLUDING ANT INIPLIIiD WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR N'ONINFRINGEMENT Buyer must notify Seller of any claim with respect to Products,warranty,or any other slain,under this Agreement within thirty(30)days of Seller's delivery oh Products of such claim is waned. In the event of an alleged breach hereof by Seller.the sole remedy available to Buyer on account of any detect in the Products shall be Tinted to the replacement of such defective PI"OdnelS by Seller. In the event(lie Tensely provided herein shall be deemed to have failed its essential purpose.then Buyer shall be entitled only to it refund of the amounts pard to Seller for such defective Products. Subject to the notification of claim provision above,no action fur breach of the contract for sale or other+'ise with respect to Products will he commenced more than one(I)),car after the accrual of the cause of action thereto. 1). 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 ANN' INDIRECT. INCIDENTAL, CONSEQUENTIAL. EXEMPLARY OR PUNITIVE DAMAGES FOR ANN' CLAIM. WHETHER 13ASED ON WARRANTi•, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTIIERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manulncturing processes of Buycr or in Conibtination with other Substances or othcrVtse. 11, INDFII\II."K k'f1ON. Bt N"ER SlL\LL INDE,mmFY. HOLD IIARN,ILESS AND DEFEND SELLER AND ITS AFFILIATES AND THEiR RIiSPFC"TIVE PRESENT OR FL_Tt'RE I\WL UN 1.1.5,of I IC LRS_ DIRECTORS. SIIAREI]OLDERS. INSURERS. AGENTS AND RF-PRESENTATIV•ES (COLLECTIVELY."LNDEN'INIFiED PAR"HiS"). FROM ALL.CL.AIVti, I I.\til[I I It S.DAMAGFS,SUITS,PROUFf DINGS,('OSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY "LOSSES..). FOR AN'N'DA\I\(;I-, I\.11,RN'. DL Vii I. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORNINCE Of- THIS AGREFMENT. I\C'LUDING WITHOt'T 1.1\11IAIIO\, I OSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR ITS EklPLOYEES). 1\'H[-[I IE.R ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY.INTENTIONAL MISCON'DUC'T.OR FAULT UE ANN' KIND. AND FVFN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION, OR BREACH OF THIS AGREEMENT OR NON- (COMPL IANC[ WI Fit APPLICABLE LAYS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREENIEN'1 11.SECURITI'IN'TERF.S F. Buyer grants to Seller.and Seller rcunns,a security interest in all Products furnished by Seiler and the proceeds thereof,until the purchase price therefor is fully paid. Seller niay file anv fmanctng,tatemeniS and gni notice ol'Such SCCUMy interest to third parties as Seller may determine to be necessary to perfect Such security interest. 12. LEGAL COMPLIANCE. Bu-\cr and its enip[oyeesiageIlls (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.Fotetgn Corrupt Practices Act.and the U.S.Patriot Act,as amended from time to tine(collectively."Laws"):(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws,and(3)i�111 cooperate with Se[Ici ui any audit/inspection relating to the Laws. Upon Seller',request,Buyer will deliver a certificate to Seller m a form provided by Seller.Certtlynn such matters as requested bV Seller,as required bw 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 governed by Kansas laws without regard to conflicts oflamw rules.and Buycr 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 subtest macer hereof;no modification may be made,unless in writing and signed by the parties;and no acknow led grill:nUacceptance 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 of any other provision then or thereafter Any unenforceable provision shall be enettced to the event it is enforceable.Any provision intended to survive shall survive this Agreement's tennmation,'espuation and the consummation of the transactions contemplated hereunder. 0 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 11/20/2015 71413499 ATLANTA, GA 30384-7043 SOLD To: 462129 / C54512 CARMEL UTILITIES SHIP To: 505808 /CS54514 3450 W 131 ST ST WESTFIELD, IN 46074 CARMEL UTILITIES 5484E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS --1"1720/1"5 — ---W 15005 - - - -- i 550501--l-1550501— I CARRIER RAIL RAIL/TRUCK# EQUIPMENT TYPE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.6000 TN 96.00 2,457.60 F77TUMMARY: PRODUCT 2,457.60 FREIGHT&FUEL SUBTOTAL 2,457.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 51,200.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,457.60 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I.PARTIES. "Seller"is identified in the"Ken it Td'section and"Buyer"in the"Sold To"section of an i voice to which the,e Terris turd Conditions of Sale("Agreement")relate or are attached. ' OFFER. No terms in Buyer's bid.purchase order lir other form shall be binding upon Seller. Seller rejects additional different terms in such Buyer's documents. SELLER'S OFEFR IS LXPRLSSLN'LIMI Ii I)TO AND CONDITIONED UPON BUYER'S ACCEPTANC E OF TI IIS AGREEMI-NT PRICES: TAXES. E,XC'I PT AS OTHERWISE SPECIFIED IN THIS AGREEMENT. PRICES ARE SUBJECT TO CHANGE. WITHOUT NOTICE. ORDERS WILL BE INVOICED. E`,LESS O it IERWISE SPECIFIED IN THIS AGREEMENT,AT SF LI_ER'S PRICE IN EFFECT ON THP.SCHEDULED UATE OF SI IPMENT. Paces on the invoicing document are net o6w apphc'ohlc dne0unts and promouonal allo\\;unces. References to"tuns"means short tune(2000 lbs.)unless othenaise specified. Anv tax Or other governmental charges now or hereafter le\:'ied upon production.sc\-rance.nuuudactl dcli\cry,storage,cinusuEnption,,snle,use or,shipitent ail Products ordered 61,sold are;nof,`included tit Seller's price and will be charged to and paid,by Buver: - _ . 4 CA,N'CELLATiO\. Orders ma) h,canceled by Buyer only upon(l i written or oral notice to Seller and accepted lit writing by Sellei and(2)payment to Seller of reasonable cancellation, chingee to be solely determined by Seller Except as otherwise agreed in writing,until the products identified in Buver s purchase order as accepted by Seller("Products")are shipped,Seller has no ohheLition tardier am order submitted by Btiycr(and mmv cancel the order at any tittle prior to shipment). P,%NAIENT;CREDIT:PAST DEE,ACCOUNTS. Buyer twill make pavment to Seller am t the time and in the currency'specified on Seller's invoicing document Seller mav,in its sole judgment, requmc+uch other payment terms as Seller deem,appropriate,including full or partial payment un advance of shipment or by letter of credo. Credit payment terms must have the prior approval of idler'.Credit Department and must be specified in wining un Sealer's invoicing document. Whenever reasonable ground; for ui,ecuiiti, arise with respect to due payment from Buver of \vnh rc,pecl to Buyer's financial condition generally,Scllcr re;crwes the right to stip shipment un notification to Buwc•r and to demand payment in ad\ance or at the little of dcln•ery for future dch\crtes n.regmrc rea.unablc assurance ufpat mens.and in the absence thercol:to cancel,without liability,the unfilled portion of Buvei',order ,A finance charge of the lesser of per month I - \PR o or the 1111,,:i,n I-•mutt„J b\ i.a,\ \k Ill he a1sc ed on all past due accounts. Interest charged on a past due invoice tr ill be a,ses,cd from the date of the invoice Amounts owed b% Buyci ,\till%baric thct;t,n,.d"put \,ill h:pa"d\tithuul,ct-off fin ;sty ;unuuntS that Buyer may claim are owed ht Scllcr. Butes agger,to reimburse Scllcr for alt attorney fees and court cots in nl'ihe,e na\tncni t'nn,by Bower n DFL\\S. All order,ac'object to Seller:,abiluy to make delivery at the tittle and in the quantities specified,and Seller shall not be liable for damages for flulure to stake partial of complete shipment lir for am\delay in making shipment,. Scllcr shall not be liable for delays or defaults m ddnery caused by forces nut reasonably within Seller's control(including but not hnlnted to dc'Ia\'S of cictnults by earners,e.\treme cold\weather,partial or total failure of Seller's intended production,transportation or dclnery facilities,etc.,floods,tires,storms.or other acts of God,war or act of pohbc enemy(or ctnl disturbance),,tiikes,lock-outs,shortages of labor cr raw materials and supplies(including fuel),acts or om i srau c Buyer,action of tiny govennmental authority.of other force malcure c\ent). Buver shall be liable foram added expenses incurred by Scllcr because of Buver's delay in furnishing requested information to Seller,delays resulting from order changes by Bu\ei,ordela\ in unloadmg,hipmcnts.11 the dclncn 1101111(hill;tie the fault of Btiycr - SHIPMENT COSTS/FRA\SPORTATIO\ NIA"rTERS. Unless odnei\vise specified un Seller's invoicing document,all transportation charges, including, but not thmued to, Seller's and can ier's chtuges fur nouhcauon pilot to deli\ery.demurrage.switching.detention, delayin unloading.dnrrstun,or reconsignment shall be the sole responsibility c Buyer, Buyei\atll assume title and rr,k of jus,C011CL lrelutV in accordance with Seller's invoicing document. On Imssage of title,Buyer is then responsible for proper protection of Products and contpIiauce with all regulations and oidm:mvcs and will utdennniN Seller against all claims for personal nnjurics of property damage Basing fironn the storage,use or handling of such Products. Claims for damage or shortage tit transit oast be made h\ Buyer agannat the canier Buver has the responsibility to inspect shipments before or during unloading to identifv any such damage or shortage and see that appropriate notation is made on the dch\ery tickein or an inspection report furnished by the local agent of the carrier in order to supporta claim Upon transfer of the Products'risk of loss to Bu\'er, Buyer is solely re,puttsible fits the cafe,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buver to the rail carrier. Without Seller's priorwritten approval, ncuher Buver nor any of its ennplo}ccs agents\will divert lir export any such railcar to anywhere outside the continental U.S. liven with such Seller's approval,Buyer remains fully responsible for and shall promptly rcnnburse Seller for all claims,losses.costs,expenses,liabilities,penalties,demands and saxes directly caused by or incidental to such use of the railcar:;by Buyer. S.\\ARi2ANTY/TME FOR MAKING CLAIMS. Seller warrants only that it will convev good title to the Products and that,at the tine of shipment.the Products will conform to the published specifications of Seller Sellel's Specifications arc Subtest to change at ally little without notice to Buyer. NO OTHER WARRANTY OF ANY RIND.EXPRESSED OR IMPLIED,IS MADE 13Y SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANN' IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NONLNFRINGEiNIENT. Buyer must notify Scllcr of any claim with respect to Products,warranty,or anv other claim under this.Agreement within thirty(30)days of ScILr's deln•ery of Products or Such claim is wai\rd. In the event of an alleged breach hereof by Seller,the sole remedy available to Buver on account of any defect in tine Products shall be Iinnted to the replacement of such defective Products by Sellcr. In the event the remedy provided herein shall he deemed to have failed its essential purpose.then Buyer shall be entitled only to it refund of the amounts pail to Seller for such defector Products Subject to the notification of claun provision above,no action Ibr breach of the contract for sale or otherwise with respect to Products will be commenced inure than one 1 I}year after the accrual of the cause of action thereto. 9 LIMITATION OF LIABILITi'. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THiRD PARTY FOR ANN' INDIRECT, INCIDENTAL, CONSEQUENTIAL. EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE Buyer a,sunncs all risks and liability for anv damage to person.or property resulting fi-um the use of the Products delivered hereunder m m:mufactl piocesse,of Buver lir tit combination\with other substance,lir otherwise i I\DE:\I\IFICATIO\. Bl'YL R 1;I1 U.I. INDLMNIFI', HOLD HARMLESS AND DEFEND SELL ER AND IFS At \ND THEIR RFSPE('TIVE PRESEN''f OR FL'TURF ";`:i1'I I t 0 1 R I Rs i)IRI(l ORS °•HARLHOLDF.RS, i'NSURF, G RS. AGENTS AND RLPRESEI�,TATIVES (COLLEC'TIVLLY. 'INULM\IFILD PARI ILS'). FROM ALL CLAIMS. I I\Rlt!'111 ti.D\\I\GFS.SlPROCEFF;INGS,COSTS AND EXPENSES(INC LUDING REASONABLE ATTORNFYS'FEES)(C'OLLE('TIVELY,"LOSSES"). FOR ANY DAMAGE. \It R\.. 01 \111. LOtiS OR UESTRi('T ION OF ANN' KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE? OF TEAS AGRLFMENT. INCLI'DING \\ITHOl T I IMI IAIIU\. I O,S OR DAMAGF TO ANN' PROPERTY OR INJURY TO OR DFA FH OF ANN' PERSON (INCLUDING, WITHOt l LIMITATION, BUYER OR ITS f_Mi'LOYFFS). Hl I fit R .\RIS!\G ASA W(WKERS'COMi'ENSATiON CLAiM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LI.ABiLITY.i\TENIIONAL MISCONDUCT.OR FA( LJ OI \N) Ki\D. A\D E\FN IF 1 HF RESULT OR ALLEGED RESULT OF THE. CONDUCT. NI',GLIGF,\C'E, ERROR. Ol\91SSION. OR BREACH Of TfiIS AGREEMENT OR NON- ()\IPL 1ANCE.\VH H APPLICABLE LAWS BY AN)'INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT I!.SECI'RIT1 INTEREST. Buwcr grants to Seller.and Seller retains,a security interest m all Products furnished by Seller and the proceeds thereof:until the purchase price therefor is fully paid. Scller may file an\ financing statements and gine notice ofsuch security interest it,third parties as Seller stay determine to be necessary to perfect such security interest. 12 LEGAL COMPLIANCE. Bmci and its emplovecs,agents (I) will comply with all applicable U.S. federal, state, local and foreign laws and regulations. including the US. Export Admmistratiun Regulations.the t!S.foreign Corrupt Practices Act,and the U.S.Pau iot Act,as amended from time to tinne(collectiwel',"Laws'):('_)will not subject Seller to any claim,penalty lir Los,of benefits under the Laws and(3)n ill cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a lura provided b\ Sellet,ccavfinig:uch matter,as requested bw Seller.as required by the Laws,of pertaining to Buyers upended use of lite Products as represented to Seller. 11.MISCELLANEOUS. Matters arising out of or til connection\with it sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the Iursdictiun of Johnson County.Kansa;courts. Buver shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject nnattei hereof.no nnodification may be made.unless tit waning and signed by the parties:and no acknowledgment/acceptance ofpm'chase order forms containing different/additional terms shall have force m effect. Seller's flulure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thereafter Any uncuforceable provision shall he enforced to the eetent it is enfofceable.Any provision untended to sul shall survive this Agreement's terntmauon/expiration and the consummation ufthe transactions contemplated hereunder. Compass INVOICE Minerals Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P O BOX 277043 48-1047632 NET 60 DAYS 11/25/2015 71415904 ATLANTA, GA 30384-7043 SOLD TO: 462129 / C54512 CARMEL UTILITIES SHIP To: 505808 /CS54514 3450 W 131 ST ST CARMEL UTILITIES WESTFIELD, IN 46074 5484 E 126TH ST CARMEL, IN 46033 UNITED STATES L)SHIPP10995ED FROM-AUGUSTROBBENSSONS DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 11/25i15 - - ——"W15003- — - -1553188-- 1553188--SO—— CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. IFIREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM I UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.5600 TN 96.00 2,357.76 SUMMARY: PRODUCT 2,357.76 FREIGHT&FUEL SUBTOTAL 2,357.76 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .49,120.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,357.76 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terms and Conditions of Sale are also available at www nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I PARTIES. "Seller'is identified um the"Remit To"section and"Buver"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2 OFFER. No terms in Buyers bid,purchase order or other form shall he binding upon Seller. Seller rejects additional.!difteient terms in such Buyer's documents. SELLER'S OFFER IS LXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3 PRICES; TAXES. EXCEPT AS OTHERWISE Si'EC'IFIED IN THiS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMI:.NT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. References to"tons"means short tons(2000 Ibs)unless otherwise.specifie d. Any tax of other govcnmmental charges now or hereafter levied upon production,severance.manufacture,delivery.storage.'consuinption,sale.use or shiliment of Products ordered dr sold are notincludedin Seller's price and will be charged to and paid be Buver. 4 CANCELLATION. Orders may he canceled by Buver only upon(1)written or oral notice to Seller and accepters 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 ohhgatio❑under ani order submitted by Buyer(and may cancel the order at airy time prior to shipment). PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buver will stake payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may.un its sole judgment. rzgwrc such other pavnment terms as Seller deems appropriate.including full or partial payment in admance of shipment or by letter of-credit. Credit payment terms must have the prior approval of Scllrr's Credit Drp:u"tmcnt and mutt be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buver or with respect to Buycr's financial co idition gcnaally.Seller reserves the right to stop shipment on notification to Buvcr and to demand pavment in advance of at the time of delivery for foture dein cues Or requite reasonable assonance of pavnncri,and un the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1 5`,4,per month(IS",,- APR)of the hr_hrst roc pcminlcd hN lam \Nil!be assessed on Ill past due account,. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed b_v Buvcr :.rth where three is no di,Pule NNIII be pain without set-off for ,In amounts that Buyer may claim are owed by Seller Buyer agrees to reimburse Seller fm ail attornev fees and court casts in eonnecuon trilh default of[sinew pat merit tc:ms be Bu\cr h.DELAYS. All orders are subject to Srilci's ability to make delivery at the time and in the quantities spcciticd,and Seller shall not be liable fur damages for failure to make partial or complete >hinnxnt or for any delay m malting shipments. Scllei shall not be liable for delays ser defaults un delivery caused by forces not reasonably mvnhn Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial Or total failure of'Seller's uuendcd 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 governmental authority,or other force maJenre event). Buyershall 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.on delay in unloading shipments at the dcli\eiv point that arc 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. delav in anloadiog.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. Buvcr has the responsibility to inspect shipments before or during unloading to idenlifv 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 clainn. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,dannage Or loss of railcars used to delver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, nenher Buyer nor auv 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 fbr all claims,losses,costs,expenses,liabilities,penalties,demands and Coxes directly caused by or incidental to such use of the railears by Buyer. 8.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 none wifhout notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSEDOR IMPLIED,IS!MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NON INFRINGEMENT. Buser must notify Seller of any claim with respect to Products,warranty,or any other claun under this Agreement within thirty(30)days of Seller's delr"eiy of Products or such claim is waned. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any detect in the Products shall he limited to the replacement of such detective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose.then Buyer shall be entitled only to a refund of the amounts paid to Sella for such defectiNe 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 1 year after the accrual of the cause of action thereto 9. LiMITATION OF LIABILITN. SELLER'S LIABILITY FOR ANY C'LALM 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 ANN' 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. 111. IN'DEMN'IFICATiON. B;' N ER SHALL INDEMNii'V, HOLD HAR;NILESS AND DEFEND SELLER AND ITS AFFILIATES .AND THEIR RESPECFIVF. PRESENT OR FUTURE 1--MPI OYFIS. OFFICFRS, DIRECTORS, SHAREHOLDERS, INSURERS.AGENTS AND REPRESENTATIVES (COLLF_CTIVELV, "INDEMNIFIED PARTILS";. FROM ALL CLAIMS. LIABILITIES.DAMAGES,SUITS,PROCEEDINGS,COSTS AND I'XPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"). FOR ANY DAMAGE* INJURY DEATH, LOSS OR DESTRUCTION OF ANN' KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WITHOUT I IMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION. BUYER OR iTS EMPLON'FFS). 'XNETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILiTY,INTENTIONAL MISCONDUCT,OR FA( LT OF ANY KIND. AND EVEN iF THE RESULT OR A1_LEGi-D RFSI'LT OF THF CONDUCT. NEGLIGENCE. ERROR. OMISSION, OR BREACH OF THIS AGRELMENT OR NON- COMPLIANCEWITHAPPLICABLE LAW'S 13Y ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE-EXPfRATiON 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 thcrefoi is fully paid. Seller may file any firiancng statements and give notice of such security interest to third pities as Seller may determine to be necessary to perfect such security Interest. 12. LEGAL COMPLIANCE. Buvcr and els employees/agents (i) will comply with all applicable U.S. federal, state, local and foreign laws and regulatious. Including the U.S. Export Administraron 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 nn any audit/inspection relating to the Laws. Upon Seller's request Buvcr 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 ser 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 Agieenient without Seller's prior written consent This Agreement constitutes the entire agreement regarding the subject matter hereof:no modification may he 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 clTect. 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 thereafuer. Any unenforceable provision shall he onfn;ced to the extent it is enforceable.Anv provision intended to survive shall surra e this Agreement's leinunation/expiration and the consummation of the transactions contemplated hereunder. Compass INVOICE Minerals Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P O BOX 277043 48-1047632 NET 60 DAYS 11/25/2015 71415905 ATLANTA, GA 30384-7043 SOLD TO: 462129 / C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W 131 ST ST WESTFIELD, IN 46074 CARMEL UTILITIES 5484E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS i-1'1/25/15----1--W15003--- -1553189 1553189--S�J— CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS ITERRITORY 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 25.6600 TN 96.00 2,463.36 SUMMARY: I PRODUCT 2,463.36 FREIGHT& FUEL SUBTOTAL 2,463.36 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 51,320.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800,743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,463.36 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller' is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2 OFFER. No terms in Buyer's bid. purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents SELLER'S OFFER IS EXPRESSLY LIMITED TO.AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3 PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE- WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED iN THIS AGREEMENT,AT SELLER'S PRiCE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net oEol applicable discounts and promotional allowances. References to"tons"means short tons(2000 lbs.)unless otherwise specified. Any tax or other governmental charges now or hereafter lei icd Upon production,severance,manufacture,ciclrery,storage,consumption,sale:use or shipment of Products ordered,or sold are not included in Seller's pose and will he charged to and paid by Buvcr. -f CANCELLATION. Orders may be canceled by Bever only upon(1)written or oral notice to Seller and accepted in wrnmg by Seller and(2)payment to Seller of reasonable cancellation charges to be solel;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 nhligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). PAYMENT;CREDIT;PASSDUI.ACCOUNTS. Buyer will make payment to Seller at the time and in the ctaTency specified on Seller's invoicing document. Seller may,in its sole Judgment, require such other payment terms as Scller deems appropriate,including full or partial pavment in advance of shipment or by letter of credit. Credit payment terms must have the prior appro\al of Seller's(icclit Depamnient and must he spccitied in meriting on Seller's invoicing dUetnFICut. Whenever reasonable grounds for ms runty arise with respect to due payment from Buvcr or with :e,pcct 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 dclivery tot future debcnes nr iequue rea,nnable awuranec of pavmatt.and in the absence thereof.to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of I s"."per month( - ."PH)ni the hiehe,i urte permiaed by I,M oil!he aaaeSsed nn all pas due accountS. Interest chmged oil a past due invoice Nc dl be as,essed froom the date of the invoice. Amounts mwcd by Buvcr ,kith m,heie ihcie ,no dnpule wilt be paid%Nithout,cl-oft tot ony amounts that Bnyl'i nwy clainm are ov,cd by Seller. Enver agrees to reunburse SCIICI for all attorney fce,and court :o,t,in ennnectton it 1111 default nl thc,c pavnn•nt term,b\ 1111 e! - e.DELA)S. 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 am'delay in making shipments. Seller shall not he liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers.extreme cold we:uhcr,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 i 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 emcnt). Buvcr 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,of delay in unloading shipments at the delivery point that ate 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,ciiyersion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of iOSS concurrently in accordance with Seller's mvoicirw document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordtnanccs and will indenuufy Seller agamst all claims for personal injuries of property damage arising front the storage,use or handling of such Products. Claims for damage or shortage in transit most 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 mid 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 cniployeesiagents will divert or export any such railcar to anywhere outside the continental U.S. Evcn with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller tot all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railears by Buyer. S.1VARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that.at the time of shipmcm,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at ally 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 NONINFRINGEM ENT 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 deltycry of Products 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 the replacement of such defective Products by Seller In the event the remedy provided herein shall be deemed to have faded its essential purpose,then Buyer shall be entitled only to a refund oh 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 LIABILITNFOR 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. INC'IDEN'TAL. CONSEQUENTIAL. EXEMPLARY OR PUN11-IVE 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 INDEMNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT'OR FUTURE FMPLOYI 1.s.OFII( LKS. DIRECTORS, SHAREHOLDERS. INSURERS,AGENTS AND REPRESENTATIVES (COLLECTIVELY."INDE\.INIFIED PARTIES'). FROM ALL CLAIMS, LIABILIT'IE'S.DAMAGES.SUITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"). FOR ANN'DAMAGE, 11,Jt'RY, DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING \\'1'FIfOU LIMITAII(tN. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES). %\'lIFT1IFR 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 RE.SUL_T OR ALLEGED RFSUCF OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION.OR BREACH OF THIS AGREEMENT OR NON- C'OMPLIANC'F WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE E\PIRATTON OR TERMINATION OF THIS AGREEMENT 11.SECURITi'INTEREST. Rover Brants to Seller,and Seller retams,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 ofsuch security interest to third parties as Seller may determine to be necessar 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 Rcgulatimns,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 anv claim.penalty or loss of bcncfits 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 Scller,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 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 Jurisdiction of Johnson County,Kansas courts Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof:no modification may be made.unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be 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 tet nmination/exp tration and the consummation ofthe transactions contemplated hereunder. 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 12/3/2015 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 12/3/2015 71415904 $2,357.76 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 ,2-/yIIS- c ,-�" Date Officer VOUCHER # 153730 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 714159044 01-6180-03 $2,357.76 71y X2-7-73 , �y ail-to Z1 `' 71 q 7y`�`Y , )L(5?.L,0 -7 a,4 36' 3CQ Voucher Total 9 L(D? 2 36176�' Cost distribution ledger classification if claim paid under vehicle highway fund