Loading...
HomeMy WebLinkAbout253316 01/15/16 �,���,q� CITY OF CARMEL, INDIANA VENDOR: 368932 s , ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $"""•26,578.56" �� >?� CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 253316 MHraN'i�. ATLANTA GA 30384.7043 CHECK DATE: 01/15/16 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71426458 2,472.00 OTHER EXPENSES 601 5023990 71427115 2,376.00 OTHER EXPENSES 601 5023990 71427178 2,376.00 OTHER EXPENSES 601 5023990 71427180 2,398.08 OTHER EXPENSES 601 5023990 71427619 2,454.72 OTHER EXPENSES 601 5023990 71427620 2,436.48 OTHER EXPENSES 601 5023990 71428254 2,429.76 OTHER EXPENSES 601 5023990 71428255 2,429.76 OTHER EXPENSES 601 5023990 71428256 2,352.00 OTHER EXPENSES 601 5023990 71429228 2,424.00 OTHER EXPENSES 601 5023990 71429229 2,429.76 OTHER EXPENSES Compass — INVOICE Minerals — Page-1 of 1 PLEASE REMITTO/SELLER :i FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER PCOMPASS O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 12/30/2015 71429229 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 CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.3100 TN 96.00 2,429.76 SUMMARY: PRODUCT 2,429.76 FREIGHT&FUEL SUBTOTAL 2,429.76 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,620.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800,743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY,>> > 2,429.76 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE >> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer'in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terms'in Buyer's hid',purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3 PRICES;,TAYES EXCEPT AS-OTHERWISE SPECIFIED IN THIS-AGREEMENT;PRICES-ARE_ TO CHANGE-WiTHOUT--NOTiCF. ORDERS-WILL-BE-INVOICED, '11N ESS OTHER\VISE SPECIFIED IN THIS AGRrFNIFNT;AT ST.LLER'S PRICE IN EFFECT'OiV tl� SCHEDULED DATE OE SHii1 ILNT. Prices on the invbrcrttrg Iocunient an tia,t•ofall applicable discounts and pruuYoltoital�allotvances. Refetences,to".toes"means,Mort tons(2000 lbs.)unless othenvisc.�pecitied. Auy tax or other goremmeitairchar es`no« of ftQrepfiq evied tlp.o.n production.severance.manufacture,delivery,storage;consumption;sale,use or'shyin lent of Products ordered or'sold ai'e•noi�iacluded in Seller's price and;teill,be chST ed to aitd pald;by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oml notice to Seller and accepted in writing by Scllcr 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 ScJler("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for fature deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without sct-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse-Seller for all attorney fees and court costs in connection xvith default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Sellcr's ability to make'delivery at the time and in the quantifies specified,and'Sellershal(not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lack-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in lunishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims 1•or personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage.or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in oder to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care.condition,damage or loss of railcars used to deliver the Products until file railcars arc released empty by Buyer to the rail carrier. Without Seller's prior written approval. neither Buyer nor any of its employces,tagetits will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains finlly responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and faxes directly caused by or incidental to such use of the railcars by Buyer. 8.NWARRANTY/TiNIE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products Will conform to the published specifications of Seller.Seller's specifications arc subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND.EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller ofmry claim with respect to Products,warranty,or any otter claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller.the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be dcened to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of'claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR 1N CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRiCE.ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT. INCIDENTAL. CONSEQUENTIAL. EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED 'ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE E11PlSl\'F.CS.C1I'FIC ERS,1)IR7,CTCIRS.Sl[\RFILOL,DEnS„INSIJRERS...AGENTS AND Rf PRFS E?ITATIVES (COLLECTIVELY, "INDEMNIFIED PARTIES'). FROM ALL C•LAJMS. LIABILI'IIES.DAMAGES.SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES").FOR ANY DAMAGE, INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LINUTATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING,WITHOUT LIMITATION,BUYER OR ITS EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF A\Y KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THIS AGREENIFNT OR NON- CONIPLiANCE NWiTH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local-and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any clainL penalty.or loss ofbcncfits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyerwill deliver a certificate to Seller in a form provided by Seller,•certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out ofor in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to tide jurisdiction of Johnson County.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter-hereof,no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance ofpurchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision Will not be a waiver of its right to enforce such provision,or any,gther provision then or thereafter. Any unenforceable provision shall.be enforced to the extent it is enforceable.Any provision intended to-survive shallstrryive this Agreement's termination/expiratiomand the consummation ofthe transactions contemplated hereunder.' COYIZ aSS — INVOICE Minerals Page-1 of 1 PLEASEjREMITTO/SELLER: FEDERAL ID M PAYMENTTERMS INVOICE DATE INVOICE NUMBER Pc 1.0 BOX 277 �LS AMERICA 04348-1047632 NET 60 DAYS 12/30/2015 71429228 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-AU GUSTROBBENSSON S — -- — 12130 --`Jif15a0G —'562!a� —L5c,21 z1_ —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 1-800-743-17258 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>>> (Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I.PARTIES. "Seller'is identified in file"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Salc("Agreement")relate or are attached. 2. OFFER. No terms in 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 AGREENIENT, PRICES ARE SUBJECT TO CHANGE WiTHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED INTHIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. References to"tons"means short tons(2000 Ills.)unless otherwise specified. Any tax or other governmental charges now or hereafter levied upon production.severance,manufacture,delivery,storage.,consumption;,sale,use or slfiliinein;61'Products ordered or sold'are nor included in Seller's price and will be charged to and paid by Buyer. d.CANCELLATION'. Orders'ntay be canceled by Buyer only upon(1)written or oral notice-to Sclicr and accepted in writing by Seller and(2)payment to Seller of reasonable.cancellation charges to be solely determined by Seller. Except asbthcnvise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT:CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller cicens appropriate,including fill or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Sclier reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge o£the lesser of 1.5%per month(18%- APR)or file highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and cowl costs in connection with delimit ofthese payment terms by Buyer. o.DELAYS. Ali orders are subject to Seller's ability to make delivery at the time and in lire quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for tuty delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,'or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or taw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majcurc event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting-from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault or .Buycr. 7. SHIPMENT COSTS/TRANSPORTATiON IMATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery;demurrage,switching,detention, delay in unloading,diversion,or reconsigtnicnf shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and sec that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible Cor the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Scllcr for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused bvor incidental to such use of file railcars by Buyer. S.WARRANTYPi'INIE FOR MAILING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specification:of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTiES OF MERCHANTABILITY, FiTNESS FOR A PARTICULAR PURPOSE,OR NONLNFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty.or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(l)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\VITH THiS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WFIETHER 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 nianufacturingprocesses of Buycr or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE P\iPt c,Yl G.S:,n�i lC'PR.C-DiRGC-I nPs,,SIL\RE!IOLDERS,INSURERS,AGENTS-AND REPi:.E-.'-:NTATI-VLS (CCLLECTih;Gb1'r.",iNBE,+,tltfiF,l-D P._RT{ESj}�_FRObtar`L6,iC�L-A�iw45;t�� LIABILITIES,DAMAGES,SUITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"). FOR ANY DAMAGE, INJURY. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING \VITHOUT LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING,WITHOUT LIMITATION, BUYER OR 11-S EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL iNIISCONDUCT,OR FAULT OF ANY KIND. AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT,NEGLIGENCE. ERROR, OMISSION. OR BREACH OF THIS AGREEMENT OR NON- COMPLiANCE WiTI I APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is filly paid. Seller nnsv file tiny financing statements and give notice ol'such security interest to third paries as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its cotployecs/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulalions,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from tittle to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of hcnef its under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyerwill deliver a certificate to Seller in a form provided by Seller,cerliA ing such matters as requested by'Seller,as required by the Laws.or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of haw rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign-this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof:no modification may be made.unless in writing and signed by the parties;and no acknowledgment/acceptance ofpurchase order forms containing differenUadditional terms shall have force or effect. Seller's lailure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's termination/expiration and the consummation of the transactions contemplated hereunder. s ' - DmpaSS INVOICE Minerals Page-1 of 1 PLEASE REM ITTO/SELLER: j _ '' FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P 0 BOX 277043 48-1047632 NET 60 DAYS 12/23/2015 71427619 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 —--— —---- —12' 3T'F5 - `VV!5003— —-—--182; CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.5700 TN 96.00 2,454.72 SUMMARY: PRODUCT 2,454.72 FREIGHT&FUEL SUBTOTAL 2,454.72 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .51,140.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800,743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,454.72 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE >>> (Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2,OFFER. No terms in Buyer's liid:ptichase order or other form shall be binding upon Seller. Seller rejects additional/different terns in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LiMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE.OF THIS AGREEMENT. 3,.PRICES; I'A\l S; E�C•ElT.,,r\$ OTHERWISE•-SPEGiFIED.1�T1- S'AGREENTEN ;:PigC-.E 3RE;SUBJECT TO'CHAI�G)✓\V[TFiQYT-NOTICE--"ORDr.jj S WJ4E-'3E.,IN,V,0ICE]), 'U;SLES,S OTHER\VISE SPECIFIED N TFIIS AGREEMENT.AT SELLkiR'S PRICE IN EFFECT ON THE SCHEDULED DATC OF SHIPMENT. Prices ontlw il)vo ging�IoFument nre net of.all applicable discounVs b'nd'prorhutionahallowances. Refcrcn�es to"tons"means short,tons(Z.000!tbs.)unless otherwisc,spectficd., easy tax or ot4ter governmc'61 cYtlt es ngry or Itereaftei leriid capon"production.severance,manuf;tc:ure,delivery.storage,consumption,sale.use or shipment of Products'ordered or sold are not included in;Seller's price agd;will_be;charged to,aridtpatd.by Buver. d.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller'and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payutent,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on it past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer. with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of tluese payment terms by Buyer. 6.DELAYS. All order are subject to Seller's ability to make delicery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or delimits by carriers,extreme cold weather,partial or total failure of Scller's intended production,transportation or delivery facilities,etc.,Floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance).strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting front order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHiPrMENT COSTS/TRANSPORTATION NIATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in.unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of'such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has file responsibility to inspect shipments before or during unloading to identify any such damage or sliortageand 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 railcar used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly 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/T1NIE 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 ofSeller.Seller's specifications arc subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED.IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRiNGEMENT. Buyer must notify,Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(I)year after the accrual of the cause of action thereto. 9. LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THiRD PARTY FOR ANY INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAiM, WIIETHER BASED ON WARRANTY, CONTRACT, OR TORT (rNCLUDING NEGLIGENCE)OR OTHERWISE. .Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buycr or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND iTS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE =\101l?\'1 i C.OFFICERS. DIRECi'()RS,SIIAREIIOLDCRS, I\ URFRS .BCE\TS_A ID EP..IJ.ESENdATiVES,( QLLE-CTJYELY,:`INLIEMNIIFIED_PARTIES"),I RODd�LL CL I\Is LIABILITIES,DAMAGES.SUITS,PROCEEDINGS.COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTiVELY�LO $').FOR ANY DANFA-GE, INJURY. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OP THIS AGREEMENT, INCLUDING WITHOUT LIMITATION,LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES), WHETHER ARISING AS A\VORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,PORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KiND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLiANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (l) will comply with all applicable U.S. federal, state, local and foreign-laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss ofbenefrts under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas Imus 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,milcss in writing and signed by the parties;and no acknowledgment/acceptance ofpurchase order forms containing differenUadditional terms shall have force or effect. Seller's failure to enforce any provision will not be awaiver 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 AgreerneiiCs terminationiexpiration and the consummation of the transactions contemplated hereunder.' -Compass INVOICE Minerals — Page-1 of 1 - - PLEASE'.REMITTO]SELLER, FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER - P O Box 277043 481047632 NET 60 DAYS 12/28/2015 71428254 COMPASS MINERALS AMERICA 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 FDATESHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS 2124/1-5 - `---- -W-15004_ _ -- i6^o2'68' -�5521E8- SQ— CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.3100 TN 96.00 2,429.76 SUMMARY: ---- --- ------------ � 1� PRODUCT 2,429.76 FREIGHT&FUEL SUBTOTAL 2,429.76 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,620.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743,7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,429.76 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS t TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terms'in Buycr's kid;purchase order or other form shall be binding upon Seller. Seller rejects additional/dificrcnt terms in such Buyer's documents. SELLER'S OFFER 1S EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OFTHIS AGREEMENT. 3 Pi2TO S TAXLS . E\GLTJ`AS 0TI1ER`ffl5CSPECIFIED iN THIS-AGREENIENT:7PR10E✓ 'ARE,:SUBJEM'TO`CHANGV WITUP. IIT—NOTiCE:"ORDERS.Wi4L.;13I IjIVOIC;ED, :CLNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT.AT SELLER'S PRICE IN L•FItC f ON 1'i-Ic SCHEDULED DATE O-'SMPMENT. Prices o a.tlac.inyprcrrjg dpcu}nenl"are net¢full tipplicab]c discount .ands rtiiiigttpnal allowances. References-to"tons"n{caas short tons(;000 lbs);unless ollterviscr pccificd., Any tax or other govemiiicr�Yal eliarges holt ox heteaf er IeVied upon-production,severance,manufacture,delivery.storage,consumption,,Sale,use or shipment of"Products ordered or sold'are hof•included in Seller's price and ItiJI•be.charzcd to``andPtrd.by Buvcr. ,• .. . : 4.CANCELLATION. Orders may be canceled by Buyer only upon(I)written or oral notice to Seller and accepted in writing by Seller and(2)payment to.Seller of'rcasonablc cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Prdducts")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT:PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terns as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms mast have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel.•.without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with delault of these payment terms by Buyer. 6.DELAYS. All order,arc subject to Seller's ability to make delivery at the time and in the quanuities specified,and Seller'shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or detaults in delivery caused by forces not reasonably within Seller's control(including but-not limited to delays or defaults by can icrs,extreme cold weathcr,'partial or total failure of Sellers intended production,transportation or delivery facilities,etc.,floods,fires,storms,or otlier acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer..action orally governmental authority,or other force majeure event): Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested.information to Seller,delays resulting from order changes by f Buyer,or delay in unloading shipments at the delivery point that are the fault oBuyer. y ✓ 7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title.Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will,indenmify Sellcr against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any stick damage or shortage'and see that appropriate notation is made on the delivery tickets or an inspection report Punished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims.losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use ofthc railcars by Buyer. S.IVARRANTY/TINIE FOR MAKING CLAINIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications ofSeller.Seller's specifications arc subject to change at any lime 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 FORA PARTICULAR PURPOSE,OR NONINFRiNGE:NIENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shalt 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 detective Products. Subject to the notification of claim provision above,no action for breach of'the contract for sale or otherwise with respect to Products will be commenced more than one(I)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING LINDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LiMiTED TO THE NET PURCHASE PRICE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THiRD PARTY FOR ANY INDIRECT. INCIDENTAL. CONSEQUENTIAL. EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDENINIFiCATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE i IPLOI'1=':S rirrlCIT Q1RECr0Rs SHAR1;r,30).:nF$S,; SIfRTRSJr�.iY. S ,pRi; RrsrNrgrryP� rro�,t C�Fv'-L D A LL LAIMS _-� A C' LIABILITIES,DAMAGES,SLUTS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(CO LECTiVELY. OSSES'),FOR AA'YDAMA _. INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WITHOUT LIMITATION. LOSS OR DAMAGE TO ANY TROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION. BUYER OR ITS EMPLOYEES), WHETHER ARISING ASA WORKERS'COMPENSATION CLAiM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND, AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT,NEGLIGENCE, ERROR, OMISSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS By.ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grams to Seller,and Seller retains,a security interest in all Products fiurnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing stalerircnts and'gia;e notice of such security interest to third parties as Scller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foieign laws and regulations, including the U.S. Export Administration Regulations.the U.S.Foreign Corrupt Practices Act.and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim;penalty.or loss of benefits under the Laws:and(3)will cooperate with Seller in any audiL/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.1M.SCELLANEOUS. )-utters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to connicts 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 nol.be a-tpaiver of its right to enforce such_provision.or.any other provision then or thereafter. Any unenforceable provision shall be cnforccd to the extent it is enforceable.Any provision intended to'siun•ive'shallSurvive this A'gt'ecineut's-ferminationrezpiratiomand the consummation of the transactions contemplated hereunder.- -Compass = INVOICE Minerals Page-1 of 1 PLEASE REMIT TOISELLER FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER' COMPASS MINERALS AMERICA P 0 BOX 277043 4831047632 NET 60 DAYS 12/28/2015 71428256 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES 3450 W 131 ST ST SHIP TO: 505808/CS54514 WESTFIELD, IN 46074 CARMEL UTILITIES 5484 E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 1.C995--AUGU.STROBSENSSONS 12/28/15~ - 'W15064 ---- —15621 _ —1662 i 70— __..So._ CARRIER RAIL ITRUCK# EQUIPMENTTYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 — PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASET- SALES REP EXEMPT 0031201550 — C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.5000 TN 96.00 2,352.00 SUMMARY - PRODUCT 2,352.00 FREIGHT&FUEL SUBTOTAL 2,352.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,000.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-1743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,352.00 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terns and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (Terms and Conditions of Sale are also available at www.nasalt.com). IN U.S• DOLLARS TERNIS 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 Tenns and Conditions of Sale("Agreement")relate or are attached. '2.OFFER. No terpin in BuyerrrYt;id,purchase order or other loran shall be binding upon Seller. Seller rejects additionaUdifferent terms in such Buyer's documents. SELLER'S OFFER IS ::.EXPRESSLY LIMiTED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE-OF THIS AGREEMENT. "[mI-Ex\yISF;"SPLCIF]ED R\I--THIS"'t OR EENTENT:'Y'RIC CS'}\RE'SUBIEUrTO-CHI NGL'tt+YFttQ.U``-N1OTICG.''ORDE)tS yvilLL BI-INVOICED, -UNLESS OTHERWISE SPECiFIED 1N THIS AGREEMENT.M SELLER'S PRICE IN EI'1't f 6 THB SCHEDULED DATE; 5HlPN1ENT. Prices oulJie.,it volcnig8ocumeut air$net 6f all appIirthlc discounG,Sn t.raih+Zt tllii l;allowances. Reftrcn es to"ton<'nicans short tan..(?00(}lbs),unless othcnvise-specriied.._Any tax or other govenimeiva('cltargeS t bw dr�tereSEl r levied upon production,severance,manufacture.delivery,story c coiisiimptio11 sale,use or sltipnicut oil'�roducts ordered or`so7d are not included in'Scller's pace uLtl-wlll,l�o-ahar�d toand paid by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(I)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). i 5.PAYNIENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terns must have the prior approval of Sellers Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance ofpayment,and in the absence thereof,to cancel.Without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these Payment terms by Buyer. r,.DELAYS. All orders are subject to Sellers ability to mnke delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shalt not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or dciaults by carriers,extreme cold weather,partial or total failure of.Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force mtjeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer.or delay in unloading shipments at the delivery point that are the fault of 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 sander's charges for notification prior to delivery.demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer.:Buyer will assume title and risk of loss concurrently in accordance with Sellcr's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulatiogs and ordinances And.will;indcrimify Seller ag;ujnst all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claints,for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage of shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval. neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims.losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8.NVARRANTY/TIME FOR 11•IAKING CLAINIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND.EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCiI OTHER WARRANTIES. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRiNGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Sulject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THiRD PARTY FOR ANY INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otheuwisc. 10. INDENINiFiCATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE F\t I,OZ'!,-,'J,�la.F1GFR��I]�1R FC Tp)RS�SIi 0.RF11Q.DFR Cy1L'RERS_1G.IiNTS '�!l�REPRL'S .�T,.LT.i,Vfs�5(GO 1-1. -1-V e.L.Y,"FNDGLti�:} lED Pr1-RTIES", RO\•[ L - IMS, LiAB1L[TIES,DAMAGES.SUITS.PROC'EEDiNGS,COSTS AND EXI'ENSGS(fN�UDIN�G FASONABLE ATTORNEYS'FEES) COLLECTIVELY."LOSSES-')—.FOR 1NY DA7v1AGE. iNJURY. DEA'T'H, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORN9ANCE OF THIS AGREEMENT. INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR iN,JURY TO OR DEATH OF ANN' PERSON (INCLUDING. WITHOUT LIMITATION. BUYER OR ITS EMPLOYEES). ',\'IIETFiER ARISING AS A WORKERS'COMPENSATION CL,1N,1 OR UNDER THEORIES OF NEGLIGENCE.TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT.OR FAULT 01 ANY KIND, AND EVEN IF THE-RESULT OR ALLEGED RESULT OF THE CONDUCT,NEGLIGENCE, ERROR, OtdISSION, OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCEWITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THiS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to.Seller,and Seller retains.it security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and'givc notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty.or loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Selier,'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.rNIiSCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas latus without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buycr shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereol'.no modification may be made,unless in writing and signed by the parties;and no acknowledgment/accepmuce 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 enforcc,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 sdrvive'shall'survive this Agreement"s terminatioro'expiration and the consummation ofthe transactions contemplated hereunder. Com ass —' INVOICE Minerals — Page-1 of 1 PLEASE'REMITTO/SELLER: ! FEDERAL ID#: PAYMENTTERMS INVOICE DATE INV NUMBER Psx2704MINERALS AMERICA O o748-1047632 NET 60 DAYS 12/28/2015 71428255 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 1099.5-AUGUSTROBBENSSONS _ 1 ti28h_5 . f5005 —15621:69--A-1-562' 1'69— —S0 CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.3100 TN 96.00 2,429.76 SUMMARY: PRODUCT 2,429.76 FREIGHT&FUEL SUBTOTAL 2,429.76 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,620.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,429.76 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1..PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. -2.OFFER. No terms,in Buyer's:hid;'piarchasc order or other form shall be binding upon Seller. Seller rejects additional/difl'crent terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OFTHIS AGREEMENT. 3 .P21 ES;'TAXIS;,.EXCEPT �$"t-)TiIERWiSE-SPEQIFiED iN THIS-AGREEIv1ENT PRIGErS.ARE-SUBJGGT-TO CHA1dCE WITHOUT,NOTICE:-•ORDERS•-WILL,BE INVOICED, 1NkESS O"fHL'RWISf_SPECIPi b'�N THIS AGREEMENT,A"f SLLC R'S PRiCE IN EFFECT ONTFIE SCHL"DOLED DATE'OP'S'7IIPT4ENT. Prices on the im,'icing aucunict t"arc net ofall ;'applicable discounLc and ptomiUiDu Lallowances. Reference,.to"tons•means short tons(20Q0,Ile.}unless otherwise-specified., Aqy tax or other goverrinncdfal cl{arges riow or hereafter levied upoapt;oduction,severance,"manufliclure,delivery,storage.doristunliuon sale,uSc of shipnicint`of Products ordered or'sold m>:'not included in Seller's price and.will lie charged toland maid by Buyer. _ 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)'paymeot;to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terns by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and'Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buycr,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHTIPbiENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility ofBuycr. Buyer tvill_assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of fitic,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances?ind;will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling.of such Products. Claims for damage or shortage in transit must be made by'Buver against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify'any such damage or shortage and see that appropriate flotation 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 Buver; Buyer is solely responsible for the care,condition.damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8.NYARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER THEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.OR NONINFRiNGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deened to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or othcrvise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIAIITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH TiIIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT. INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes ofBuycr or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EMPLOYEES O[FICIERS,D.Ll FGTORS,SHA R�HgIDER ,,M'SU UR-ERS. $(fO,LLEGTIlt6LY,"1NDEMNIFt1ID-�PARLL 1sROb�q�C1 4CrL�PIM w LIABILITIES,DAMAX E'S�`.lifT `�RO I3GS.COSTS.�ND EXPENSES(INCLUDIN REA ONABLE ATTORNEY�S'FEESj(COLLLC VELY,"LOSSES"),FOR ANY DAMAGE, INJURY. DEATH. LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANi' PROPERTY OR iNJURY TO OR DEATH OF ANY PERSON (INCLUDING. WITHOUT LINIIfATION, BUYER OR iTS EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND,-A?sD EVEN 1F THE RESULT OR ALLEGED RESULT OF THE CONDUCT. NEGLIGENCE, ERROR. OMISSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES, THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL CONIPLIANCF,. Buyer and its entployeeslaecnts (1) will comply with all applicable U.S. federal;'state,local*and-foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Sellerto any c'laim'.penalty or loss of benefits under the Laws-;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,'certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matterhereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terns shall have force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such•provision or any other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended io sur�\,ive'shall survive this Agreements'teiminatior0ekpiratioit and the consummation ofthe transactions contemplated hereunder:. Compa SS = INVOICE Minerals Page-1 of 1 ,PLEASE:REMITTOISELLER: is FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER � PB2MaMINERALS AMERICA o ox 48-1047632 NET 60 DAYS 12/23/2015 71427620 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 —_—; 1099.5-ALIGUSTROBBEN,SSONS - -- --- ---- - -- -- --- - -- - — -- 12/23/15 W15003 1562167 1562167 —SO-- CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178. - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 1 C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.3800 TN 96.00 2,436.48 - -- - -- SUMMARY• PRODUCT 2,436.48 FREIGHT&FUEL SUBTOTAL 2,436.48 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,760.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,436.48 WE APPRECIATE YOUR BUSINESS IN US DOLLARS . This Sale of Goods is subject to the Terns and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (Terms and Conditions of Sale are also available at%wwv.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terms in Buyer's bid:purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3.TRI%I S TAXE$ ElCLPT;�\S OTHEIZiVI'SE'SPECIFIE iN'TUIS'A'GREENIENT;.PRiCl:s',APl-SUBJECT TO"Cr37ANQE YJITHOUT'NOTICE. ORDER$\GTL;C":BE'.INVOICED, UNLESS OTHERWISE SPECII IED,IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on.tlncarnvoacin docu rent arc net of all applicahle dtscounis and l;rbnipt(bnal allowances. Retetcnces to"tons"means short tans(3000 lbs.)unless otherwise,spcc;tied.•.Any tax or o her governmental charges now or hereafter:levied upon production,seve,rancc,mnnufaeture,delivery,storage,consumption:sale,use or shipmcni of Oroducts ordered or sold are not included in'Seller's price and tl.ill;be chaarged to,-and paid.,by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)ilavment to Seller of reasonable cancellation charges to be solely cictermined,by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and Hurst be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buycr and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,[lie unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(13%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6 DELAYS. All orders arc subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shallnot be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather.partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION RIATTERS. 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,s%vitching,detention. delay in unloading.diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer'nvill'assume title and risk of loss concurrently m 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 1-or'per5onal injuries or,property damage arising from the storage,use or handling of such Products:Claims for damage or shortage in.transil must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 3.WARRANTY/T11\IE FOR MAKING CLAIIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged'breach hcreof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAiM ARiSiNG UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT. INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buycr or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNiFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND TI4EIR RESPECTIVE PRESENT OR FUTURE ' 7' ER 7R-fi R !-i�4R E142 P , NSU�FR-5 .GG 6StP,.ND-RBPRE,SSC-._N.t"R.A111V�ES�(COyL[�E'.+PA LS?'( [1�it3Llv(Nl_1-1)rD P�ARiL1�L"J"s� PROs AL LP1W LIA'BILI ITS.D IA .SUITS.PROCEEDINGS.COSTS AND EXPENSES(INCLUDING'IZEASON.ABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE. INJURY. DEATH. LOSS OR DESTRUCiiON OF ANY 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 AN'Y PERSON (INCLUDING. WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES), I&RFTHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND, .AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT.NEGLIGENCE, ERROR, OMISSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCF.WITiI APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERA41NATION OF THIS AGREEMENT. 11.SECURITY iNFEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Sellcr and the proceeds thereof,until the purchase price therefor is ftilly paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its ennployees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws'and regulations, including the U.S:Export Administration Regulations,the U.S.Foreign Con upt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to anyclaim,penalty or loss of benefits under the Laws:and(3)will cooperate with Seller in ally audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising but of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County.Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof,'no modification may be made,unless in writing and signed by the parties;and no acknowledgmentfacceptance ofpurchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not.be awaiver of its-right to enforce-such.provision.or.any other provision.then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's termination/expiration and the consummation of the transactions contemplated 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 12/30/2015 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 12/30/201! 71429229 $2,429.76 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 Date Officer VOUCHER # 1.54007 WARRANT# ALLOWED 368932 IN SUM OF $ COMPASS MINERALS AMERICA PO BOX277043 ATLANTA, GA 30384-7043 Carmel Water Utility ON ACCOUNT OF APP ION FOR 1 .i i Board members i i PO# INV# ACCT# AMOUNT Audit Trail Code 71429229 01-6180-03 , $2,429.76 Zlt( ZILI aRa_5S '7 tl� l4 a /le Z lc �`'2�(C rq:/ 2' t�"gs I At Voucher Total LSO { GVH Cost distribution ledger classification if claim paid under vehicle highway fund Compass — INVOICE Minerals — Page-1 of 1 - - PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P 0 BOX 277043COMPASSMINE48-1047632 AMERICA 48 1047632 NET 60 DAYS 12/22/2015 71427115 = 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 scan 156�J1R6— SO- - 12/21715 , . _. '�J1300a - - - ----.,,.;.;18,. --- - - — CARRIER RAIL I TRUCK# EQUIPMENT TYPE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.7500 TN 96.00 2,376.00 SUMMARY: - - -- — - PRODUCT 2,376.00 FREIGHT&FUEL SUBTOTAL 2,376.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,376.00 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 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- BXCGRT.At5 OTHEkwifSE SPECIFIED 1N T,HIS-AGREEMENT,,PIi(CES ARE SUBJECT TO CHANGE;WI_TROUT-NOTICE:-ORDERS,}VILE PL"iNVQiCED, -UNLESS OTHERWISE SPECIFIED�N THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on thGimorcm documentare net ofA'll appGcal5le discounts and pfomotioial allowances. Refcrcrces'to tons"means short tons(2Q00;lbs,)unless bthcrwise specific,d.-..Any tax or other governmental charges now or]ter atfer,evied upon production,severance,manufacture,delivery,storage,consumption;sale,use or shipment of Products ordered or sold are not included in Seller's price and:will,be_charged to,attd.paid,¢y Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5°/per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. G.DELAYS. All orders are subject to Seller's ability to nuke delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,Floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force imjeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the mil carrier. Without Seller's prior written approval, neither Buyer nor any of its cnnployees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused-by or incidental to such use of the railcars by Buyer. 3.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THiS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT. OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEiR RESPECTIVE PRESENT OR FUTURE L=V1PtOYI31:5,OFFICERS,DIRECTORS, SHAR:E1-kULDERS, INSURERS,AGENTS AND REPRESENTATIVES (COLLFCTIVEL]',-'•INDE�VINIFIED PARTIES'-), FROrNI ALL CLAIMS, LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, INJURY, DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND,AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR,OMISSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY iNDENINIFIED PARTIES. THiS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice ofsuch security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreigni laws and regulations, including the U.S.Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Pan iot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty.or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,.'certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.i1L[SCELLANEOUS. Matters arising out of or in correction 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 matteAcreoft 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'shail survive this Agreement's termination/e'xp'iration and the consummation of the transactions contemplated hereunder.; CoM — INVOICE MaSSineYals — Page-1 of 1 C PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER "I COMPASS 2771 43RALS AMERICA _ 48-1047632 NET 60 DAYS 12/21/2015 71426458 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 _ -12/2iYi'5`— - --A'15003-- 1557699 --n--1:5 5-7699 - O--- -- CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.7500 TN 96.00 2,472.00 SUMMARY: 1 PRODUCT 2,472.00 FREIGHT&FUEL SUBTOTAL 2,472.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 51,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,472.00. 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 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/differcut terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIViITE-D TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREEMENT. 3. P12t�ES;_TAXES EXCFP,,T. CS;UTHLRbViSE'SPL'CiFIED'1N T1lIS'AGREEMLNT PRICES ARE,SUB.fECT TO CHANGE\yi�'1-i,QU:T NOi'ICl3: ORDCI2S WILL 3E-INVOiCGD, `—UNLESS OTHERWISE SPECIFIED lel THIS AGREEMENT:,k-f SFL'LEh'S PRICE IN EF-i-E CT Olt-THE'SCIiEDULED DATE O} SlliPvlGt�tT. Prices on tale invorcm3 doeup an neto:,f,a ,`applicable tliscounts�nnd protroFignzhallotvances. References,to totu'�means short.tors-(2(0f)-itn,),unless otherwise,sP cificd..,.Any tax or other governmehtal'chfit&_cs"nbtt onc�Cenfles lctied ptcjduction,severance,manufacture,delivery.storage,cori:;utaption,sale, use tir`sliiptncht of Products ordered of `sold are' of included in Seller's price and 4vill.be;�harbgd tUPI pard by Buver. .. .�. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment.to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Produets")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including till or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must he specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice, Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these paymeiLt terms by Buyer. e. DELAYS. All orilcrs are'suhject to Seller's ability to make delivery at the tinhe.and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance).strikes,lock-outs,shortages of labor or raw materials and supplies(including fitel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buycr shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and carrier's chmgcs for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising front the storage,use or handling of such Products..Claims for damage or shortage in.transit must be made by Buyer against the carrier. Buyer has the responsibility to'inspect shipments before or during unloading to identify any such damage or shortage'and sec that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to 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 lire railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.NVARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FiTNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof'by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement oFsuch defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such delcctive 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. LIi111TATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR iN CONNECTION WITHTHIS 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 PARTYTOR ANY INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting 1}ora the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. iNDEMNiFICATiON. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE E�1Pi,O1'I;I S,Uf'f'{('I R:,P1REC'TO :;,.SII\RE11Q'}.�Ff_S..INSI RPRS,.,AGENTS AND REPRESENTATIVES (COLLECTIVELY,'WDEMNIFIED PARTIES"). FROM ALL CLAIn,IS, LIABILITIES.DAMAGES,SUITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE.ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"), FOR ANY DAMAGE, INJURY. DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPFRTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE.TORT.STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND. AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT,NEGLIGENCE, ERROR, OINIiSSION,OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE\VITT i APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seiler and the proceeds thereof,until the purchase price therefor is fully paid. Seller may Glc anv financing statements and Live notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audidinspcction relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,terrifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowlccignhenl/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 Agrcenierif'.s tenninatioiv`expiruiion and the consummation of the transactions contemplated hereunder. Compass — INVOICE MineYals Page-1 of 1 — — PLEASE REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER PCOMPASS 0 BOX 277 4 �LS AMERICA 348-1047632 NET 60 DAYS 12/22/2015 71427180 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 ORDE]TYPE 10995-AUGUSTROBBENSSONS 12122/1-5— M:6001 - 15621a2 1562",�2-- —CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TER76599 178 - PRODUCT DELIVERED TRUCK TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.9800 TN 96.00 2,398.08 SUMMARY: PRODUCT 2,398.08 FREIGHT&FUEL SUBTOTAL 2,398.08 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,960.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,398.08 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 TERtMS AND CONDITIONS OF SALE L PARTIES. "Seller'is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("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 E).ME•T'AS-OTHERWISE'SPECIF,IED IN,I'MS':4GREGivtENT .PRiCES.•ARE$UBJECI'TO'CHANGE, Z7'HO. 'I`i'NOTICE:'-ORDER LL -INV„ 1'ED 'UNLESS OTHERWISE SPECIFIED iN THIS AGREEMENT,AT SGLLSR'S PRICE IN L[`FEC T ON PHE SCHEDULED DATE O) STilhiviENT:Prices qu t�icinypreipg;do ument;are net ofall y applicable discounts':and p�omo[ioliSLallowances. Refecepces•to,"tons'means short.tons-(z000 lbs,),unless otherwise,,-specifted.,._Any tax or otlSer govern iiental charges nou or hereafter levied - upon-production,severance,manufacture,delivery,storage,consumption,:sale,use or shipincirt of Products ordered or sold arc no[included in Seller's price afid will be 4har$ed°to;and pvclby Buyer. i 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2).paymcnt to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")arc shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the con ency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including fill or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(1S%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. G.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified.and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fres,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majcure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault or 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 carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries orproperty damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate riotalion is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8.WARRANTY/TibIE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of-such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essentiaf purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LiABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buycr or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE FtulPi. YF'RS:_,OFFI(„ FRS„I]!.[�EGTQRS..SIJ DERS.:..INSURF_RS,�ENT-S nND REPRESENTATIVES (COLLECTIVELY,`INDEMNIFIED,[?ARTI$So,),iF,ROM$AisL�C-L-r;.iMS-}-a,� LIABILITIES,DAMAG.S,SU1TS,'PRO`CE DINGS.COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"),FOR ANY DAMAGE, WNWWINJURY, DEATH, LOSS OR DESTRUCTION OF ANY KiND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WiTHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING,WITHOUT LIMITATION, BUYER OR ITS EMPLOYEES), WHETHER ARISING AS A WORKERS'COMPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT,STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND,AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT,NEGLIGENCE, ERROR, OMISSION,OR BREACI4 OF THIS AGREEMENT OR NON- COMPLIANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller rciains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and'forcign laws and regulations, including the_U;S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a Corm provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be a waiter 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 Agreements termination/ekpirailon and the consummation of the transactions contemplated hereunder., ZCompass — . INVOICE minerals -- Page-1 of 1 PLEASE'REMITTO/snl.ER> FEDERAL ID#: PAYMENTTERMS INVOICE DATE tNVQICENUMBER_ �� PdompAss O BOX 277 4RAL$AMERICA 348-1047632 NET 60 DAYS 12/22/2015 71427178 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 LADINGORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS 12J2 t15�- ---W1 5001 "'""-1 X02 i 5 x`562 5cr = 50" CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. I FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 1 C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.7500 TN 96.00 2,376.00 SUMMARY. , -- PRODUCT 2,376.00 FREIGHT&FUEL SUBTOTAL 2,376.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,376.00 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 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 terns in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES;TAXES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. References to"tons"means short tons,(2000 los.)unless otherwise specified. Any tax or other governmental charges now or hereafter lc�+icd upon,production,severance,mamtfacture,delivery,storage;coiisuinp[ion;sale,=use orshipmeirf.of Products ordered orsold'are not inclpded in Seller's price and will be charged to and paid by Buyer. t 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)ivritfcn or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and'in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deans appropriate,including full or partial payment in advance o£shipment or by letter of credit. Credit payment terms must have the prior approval of Sellers Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeurc event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTSITRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyerwill assume title and risk of loss concurrently in accordance with Seller's invoicing document. On passage of title,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Evert with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities.penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8.\VARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LI,MITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAiM ARISING UNDER OR IN CONNECTION WITH THiS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY. HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEiR RESPECTIVE PRESENT OR FUTURE .6�,£MP,L.Ol'EES FF,ICERS,I IPE OR Fl,gllLE(IOL_yD�ER�S,__iCJSL'Rl'sR,S,1G�.nT-Sar. -!<;=F?&ESE T,'t.T-F?,;ES O,L-LEC,""F4,EL-3';,:','INDEM�iIFiED P,ARTIi,LSry);:F�ROM;irAL-tyC�irA�IMEt, LIABILITIES.DAM77ArGES,SUiTS;`PROCEEDINGS;COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"), FOR ANT DAMAGE, INJURY. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WiTHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, BUYER OR iTS EMPLOYEES), WHETHER ARISING AS A WORKERS'COb1PENSATION CLAiM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY,INTENTIONAL MISCONDUCT,OR FAULT OF ANY KIND,AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT.NEGLIGENCE, ERROR, OMISSION,OR BREACH OF THiS AGREEMENT OR NON- COMPLiANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer&Tanis to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such 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. Maters arising out of or in connection with a sale hereunder will be governed by Kansas la%4s without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be made,unless in writing and signed by the parties:and no acknowledgment/acceptance ofpurchase order forms containing different/additional terms shall have force or effect. 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 terminationiexpiration and the consummation of the 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 12/30/2015 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 12/30/201! 71427115 $2,376.00 I hereby certify that the attached invoice(s), or bill(s) is(are)true and correct and I have audited same in accordance with IC 5-11-10-1.6 Date OfFc VOUCHER# 153931 WARRANT# ALLOWED 368932 IN SUM OF $ COMPASS MINERALS AMERICA PO BOX277043 ATLANTA, GA 30384-7043 } Carmel Water Utility ' ON ACCOUNT OF APPROPRIATION FOR I I Board members PO# INV# ACCT# AMOUNT Audit Trail Code i i 71427115 01-6180-03 $2,376.00 �tfq a��f Sg r' L 1 q Voucher Total Cost distribution ledger classification if claim paid under vehicle highway fund