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HomeMy WebLinkAbout253610 01/22/16 �/ F. CITY OF CARMEL, INDIANA VENDOR: 368932 j; ® I ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $****23,236.24* 4. Q CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 253610 9M�roN� ATLANTA GA 30384.7043 CHECK DATE: 01/22/16 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71429952 2,455.68 OTHER EXPENSES 601 5023990 71430341 2,354.88 OTHER EXPENSES 601 5023990 71431148 2,640.56 OTHER EXPENSES 601 5023990 71431149 2,680.08 OTHER EXPENSES 601 5023990 71431900 2,616.64 OTHER EXPENSES 601 5023990 71431901 2,657.20 OTHER EXPENSES 601 5023990 71432572 2,641.60 OTHER EXPENSES 601 5023990 71432573 2,605.20 OTHER EXPENSES 601 5023990 71433351 2,584.40 OTHER EXPENSES Compass INVOICE - Minerals — Page-1 of 1 p - - PLEASE REMITTO/SELLER. : FEDERAL ID# PAYMENT TERMS INVOICE DATECOMPASSMINEINVOICE NUMBER - P 0 BOX 277043�LSAMERICA 48-1047632 NET 60 DAYS 1/6/2016 71432573 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-AUGUSTR_OBBENSSONS - - - -01%06/16-. W16005 1565557 1565557 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 25.0500 TN 104.00 2,605.20 SUMMARY: -- - - ---- - - - - - _ - - - - -- - -_- - I - PRODUCT 2,605.20 FREIGHT&FUEL SUBTOTAL 2,605.20 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,100.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800343-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,605.20 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject tot he Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Tertns and Conditions of Sale("Agreement')relate or are attached. 2. OFFER. No terns in.Buy'er'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 OFTHIS AGREEMENT. , 3.11RICES1-TARESt-EXOFPT AS-OTHERWISE-SPECIFIED IN THiS,-AGREEMENIT-PR-ICES-ARE 51IBJECTT0 CHANGE-WITHOUT NOTIGE:--ORDERS WILL BE INVOICED, _U\LESS OTHERS ISE SPECiI:ICD IN THIS AGREEMENT,ATSELLLR'S PRICE IN EpFE`CT O[J'TEiE SCI-IEDULED DATE OF SIIIPMENT. Prices onthe invoicing.documCtt are UEt ottill applicable discountsTud pFarnntional'.allocvances. References to`:tons"means shurt.tons(20Qtt-lbs.)unless otherwise_specifie d., Any tax or other goverrimentiili'tl arges'tiolt Qrbercafh rleyied :--Iip production,severaiue;'nia uficlure,delivery,storage;cdnsumption,sale,use or ship'm'eat'of'P'roducis ordered drsbld'are not included in Seller's price qt d,FvilL6c,aaiigctJ[o ditd p rid liy 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 rcasonable'.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 t connection with default of these payment terms by Buyer. 'E DELAYS:w1ll orders aresubjCct to Seller's ability to make delivery at the tini-e and in the quan6ucs specified,and.Seller shall not be-liable for damages-for failure to make partial or coiiiplcte shipnsnt or for ally 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 defaulus 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 sitipnients at the delivery point that are the fault of Buycr. 7.SIIIPNIENT 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 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 far all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8.R'ARRANTY/TINIE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR N'ONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim tinder 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 detective Products by Seiler. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the 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 EMPLOYEES.OFFICERS, DIRECTORS;SHAREHOLDERS, INSURERS.AGENTS AND REPRESENTATIVES-(COLLECTIVELY,"INDEMNIFIED PARTIES"), FROM ALL CLAIMS. LIABtLITILS:bAMAGES,SUITS,PROCLI DINGS;COST$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 INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penaltyor loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to 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 jurisdiGlion 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 mattcrhereof:no modification may be made,unless in writing and signed by the parties:and no acknowledgntent/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 suchyrovision or any other provision then or thereafter. Any unenforceable provision shall be entorced to the extent it is enforceable.Any provision intended'tosvib uieshall shrvive this Agreement's- termination/ezpilation_and theconsummation ofthe transactions contemplated hereunder.' Compass ' Minerals INVOICE Page-1 of 1 - PLEASE REMtT TOISELLER FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P O BOX 277043 48-=1047632 NET 60 DAYS 1/7/2016 71433351 �— 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 I DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE -_ -_.14995_-AUGUSTROBBENS$ONS— ___ _ " - --— — 01/07/16 W16003 156555£iy -� `1565 558-- ---SO�- T 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 1 C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.8500 TN 104.00 2,584.40 SUMMARY: PRODUCT 2,584.40 FREIGHT&FUEL SUBTOTAL 2,584.40 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT...49,700.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2'584'40 This Sale of Goods is subject to the Terns and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer'in the"Sold To"section ofan 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 Li\-IITED l-O 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, UNLLSS OTHERWISE SPECIFIED iN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net orall applicable discounts and promotional allowances. References to"tons"means short tons(2000 lbs.)unless otherwise specified. Any tax or other governmental charges now or hereafter lel�,icd upon tproduction,severance,manufacture,delivery,storage"66iis6iiipfion:salc,.usc or.shiinitenf+oEPraducts ordcrcd,or;sold,'arq not Pttcljtdcd in Seller's price and will be charged to and paid by Buycr. 4.CANCELLATION.'Orders may be canceled b}!Buyeronly upon'(t)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 m der 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 Depannrent 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 arc 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.DELAY._.All crdct,ace-subj&Cto Selle'r's ability to make-delivery at the time and to the quantities specified,and'Seller shall tint-15Eli"able for damages For failure to make partial or complete ,hipment 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(inelucling 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 encmv(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 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 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 employces/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims.losses,costs.expenses,liabilities,,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR INIAKING 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 tMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONiNFRINGEMENT. Buyer must notify Seller orally claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account orally defect in the Products shall be limited to the replacement ofsuch defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LID4ITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEN]ENT 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 FNiPLOy'F.ES, OJEI_CLRS,DIRECTORS�SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVES (COLLECTIVELY,_"INDEn4NIFIED PARTIES"). FROM ALL CLAIMS, LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES');FOR ANY DAMAGE, INJURY, DEATH. LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING, 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 INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof.until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,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 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 Compass — INVOICE Minerals _ Page-1 of 1 PLEASE,REMIT T07SELLERs FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 1/5/2016 71431900 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 _ 01%05/16-_ - —W16003-— 1-565554-- —1505554-- --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 25.1600 TN 104.00 2,616.64 SUMMARY: PRODUCT 2,616.64 FREIGHT&FUEL SUBTOTAL 2,616.64 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,320.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,616.64 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS 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 OFFEI?IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF TI IIS AGREEMENT. 3. PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE iNVOiC,ED, 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 lbs.)unless otherwise specified. Any tax or other governmental charges now or hereafter levied upon,production,severance,manufacture,delivery,storage,eonsJlnupioq,sale,.tse or ship'ittciii'of,P`rgducts ordered oi`soldarc-not included in Seller's price and will be charged to and paidby Buyer. 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.i'AYMENT;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 shipmcnt 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 anuounts,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. (.DELAYS..All order.,arc..bur tt fo'Seller's ability to'1itake delivery at the tihie and in the quantities specified,and Sellar stroll not be liable for damages for failure to make partial or complete shipmcnt 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 dclaults 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 Buver,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPNIENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to,Seller's and carrier's charges for notification prior to delivery.demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility 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 tite delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer not any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims.losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8.NYARRANTY/TIAIE 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 NONWFRiNGEMENT. 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 EMPLOYEES.-OFFiCERS, DIRECTORS,SHAREHOLDERS,-INSURERS,AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES"). FROM ALL CLAIMS, LIABILITIES,DANIAGFS.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 IFTHE RESULT OR ALLEGED RESULT OF THE CONDUCT,NEGLIGENCE, ERROR, OMISSION, OR BREACH OF THIS AGREEMENT OR NON- COMPLiANCE WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export 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.b1ISCELLANEOUS. 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 ackuowledgmenUaceeptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's ternnination/expiration and the consummation of the transactions contemplated hereunder. Compass — INVOICE Minerals — Page-1 of 1 - - - PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA x 2 48-1047632 NET 60 DAYS 1/5/2016 71431901 = ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W 131ST ST CARMEL UTILITIES WESTFIELD, IN 46074 5484 E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS —01/05/16-- Gi!'i"6004— 1565555 —1565555-1—S07- CARRIER RAIL I 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 25.5500 TN 104.00 2,657.20 SUMMARY: — ---- --- - � -- PRODUCT 2,657.20 FREIGHT&FUEL SUBTOTAL 2,657.20 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .51,100.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,657.20 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement')relate or are attached. 2. OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. i 3. PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE 1NVOIC;ED, UNLESS OTHERWISE SPECIFIED I\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 lbs.)unless otherwise specified. Any tax or other governmental charges now or hereafter le,Vied Upon!production,severance,manufeuuc.delivery,storage;. onspnnpiiom,sale:.isc or ship n!#.of Products ordered W old'are nofincluded in Seller's price and will be charged to and pai{ by Buyer. .. .. _ 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable.cancel fat ion charges to be solely determined by Seller. Except as btlhervise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). S.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solcjudgment, 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 defauh 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,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 Buycr. 7.SHiPMENT COSTS/TRANSPORTATION MATTERS. Unless otherwise specified oil 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 caro,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/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at file 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 OI'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 resultiing 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 EMPLOYEES.OFFICERS, DIRECTORS.SHAREHOLDERS;INSURERS,AGFN-TS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES").FROM ALL CLAIMS, LIABILITIES,DAivIAGES,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 OFTHIS AGREEMENT OR NON- CO,MPLIANCE WITIi APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act.and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller.certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereoF,no modification may be made,unless in writing and signed by the parties:and no acknowledgment/acceptance ofpurchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be it waiver of its right to enforce such provision or any other provision then or thercalier. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's termination/expiration and the consummation of the transactions contemplated hereunder. — Compass — INVOICE _ Minerals — Page-1 of 1 PLEASE REMITTO/SELLER.: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER PCOMPASS O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 1/4/2016 71431149 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 _1p4g5_AI_ I►STROB_BENSSONS_ 01/04/16 W16001 1565551 1565551 SO CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. J FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.7700 TN 104.00 2,680.08 SUMMARY: PRODUCT 2,680.08 FREIGHT&FUEL SUBTOTAL 2,680.08 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .51,540.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,680.08 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>>> (Terms and Conditions of Sale are also available at www.nesalt.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("AoTeenient')relate or are attached. 2. OFFER. No terns in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. 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.'aons"means short tons(2000.1bs.)unless othervise•specified.., -Any.tax or other governmental charges now or hereafter levied upon production,severance,manufacture,delivery,storage,6risutiipuou,sale,use or'sliipineti't'of'Products ordered'or'sold are-not included in Seller's price and will be charged to and paid by Buyer. .. 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 Buyc's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation tinder any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYii1ENT;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 terns as Seller deems appropriate,including fill or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to 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 f itue 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 nFthese payment terms by Buvcr. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not 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-outg,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). Buvcr shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION nNIATTERS. 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,dennurrage,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 rhe 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 ennployecs/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 cpnform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANi'KIND,EXPRESSED OR 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 ENIPLOYL'ES.OFFIC-ERS.DIRECTORS,-SHAREIIOLDERS. INSURERS,AGENTS AND REPRESENTATIVES (COLLECTIVELY,"iNDL-MNIFIED PARTIES"), FROM ALL CLAIMS, LIABILITIES,DAMAGES,SUITS.PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY,"LOSSES"), FOR ANY DAMAGE. INJURY' DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION. LOSS OR DAMAGE TO ANY PROPERTY OR INJURY TO OR DEATH OF ANi'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 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 paries as Seller may determine to be necessary to perfect such security interest. 12. LEGAL CO?sIPLIANCE. 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.Forcigm Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller to any claini,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,Buys'will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be made,unless in writing and signed by the parties;and no acknowledgmenUacceptancc 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 termination/expiration and the consummation of the transactions contemplated hereunder. Compass = INVOICE _ Minerals Page-1 of 1 C PLEASE REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER ., = P 0 sox 277043 48-1047632 AMERICA 481047632 NET 60 DAYS 1/4/2016 71431148 ATLANTA, GA 30384-7043 SOLD TO: 462129/C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W 131 ST ST WESTFIELD, IN 46074 CARMEL UTILITIES 5484E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 019PP AUGUSTRO$BENSSONS 01/04/16 W16001 1565550 156b550 u CARRIER RAIL ITRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.3900 TN 104.00 2,640.56 SUMMARY: PRODUCT 2,640.56 FREIGHT&FUEL SUBTOTAL 2,640.56 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,780.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,640.56 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale an the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at vv".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. i =. PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS STILL 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 02000 lbs. unless otherwise specified., Any tax or other governmental charges note or hereafter levied upon production,severance,manufacture,delivery,storagc;,corisumptioii;-solo,i se or shrpnett't.i f,�roducts or8eicti`8r`soltl ora not included in Seller's price and will be charged to and paid by Buyer. 4.CANCELLATION. Ordcrs tnaybe_caitccled by Buyer only upon(1)w itten or oral notice to Seller and accepted in writing by,Seller,and(2)payment to Seller of rcasonable'cancc115tion 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 ah}'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 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 arc 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 quantitics 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 Sellers 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 rate 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 front order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION HATTERS. 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 oftille,Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TiME FOR NIAKING CLAINIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSED OR IMPLIED,iS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRIN'GEMENT. Buyer must notify Seller orally claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in 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, 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 E�4PLO YEES.JOEFICLRS. DLltECTG1RS Sf=hAl2B1-IOLD6RS,.INSURERS,AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES);-FRON1—ALC-CtiA1MS,- 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 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. Scller 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 ennployccs/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,"Latus");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Scller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Jolmson 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 acknowledgmcnt/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's ternination/expiration and the consummation of the transactions contemplated hereunder. — CompassINVOICE _ Minerals — Page-1 of 1 PLEASE REMITTO1SELLER:F FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P 0 BOX 277 �LS AME 043RICA 48-1047632 NET 60 DAYS 1/6/2016 71432572 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- _ 01706Tf6 VVT6006 --1565-55"15555 v--SO CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.4000 TN 104.00 2,641.60 SUMMARY: --- - ----- - - - - I PRODUCT 2,641.60 FREIGHT&FUEL SUBTOTAL 2,641.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,800.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7268 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,641.60 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terns and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement')relate or are attached. 2.OFFER. No terms in 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 TI IIS 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 ofall applicable discounts and promotional allowances. References to"tons"means short tons(2000 lbs.)unless otherwise specified. Any tax or other governmental charges now or hereafter lebied uponproduction.severance,manufacture,delivery,storage;'coitsuniptiori;.salc..use or shipptcin`of Products ordercd•bi-sold are,noCincluded in Seller's price and will be charged to and pain by Buver. 4.CANCELLATiON. Orders nihy be canceled by'Buyer only upon(1)written m oral notice to Seller and accepted in writing by Seller and(2)-payment to Seller of-reasonablecancellation 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 oflhesc 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 airy governmental authority,or other force ntajeure 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 rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIN1E 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 NONINFR1NGEn9ENT. 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 In 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. ht 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. iNDEiNINiFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE IiMPLOYEES,OFFICERS, DIRECTORS,SHARFHOLDFRS,i_NSURERS, AGENTS AND_RF-RF -ESM -(COLLECTIVELY,"INDEMNIFIED PARTIES"), FROM.ALL CLAiMS, LIABILITIES.DAMAGES.SUITS.PROCEEDINGS.COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLLECTIVELY„"LOSSES").FOR ANY DAMAGE, iNJURY. DEATH, LOSS OR DESTRUCTION OF ANY KIND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THiS AGREEMENT, INCLUDING WiTHOUT 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 WITII 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 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 audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller.certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof.no modification may be made,unless in writing and signed by the parties:and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's 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 60X277043 Terms ATLANTA, GA 30384-7043 Due Date 1/13/2016 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 1/13/2016 71432572 $2,641.60 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 # 154044 WARRANT# ALLOWED 368932 IN SUM OF $ COMPASS MINERALS AMERICA PO BOX277043 ATLANTA, GA 30384-7043 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO# INV# ACCT# AMOUNT Audit Trail Code 71432572 01-6180-03 $2,641M f -T tj-311 q g 21q 3 it q� 7tyrs x?v 1 0&57 7-t;> (4 51'Im -1 pl�35 5` r D5-$q, 90 I(q,3.,Z!5 ale,bt5. ZD Voucher Total TqZ5;�P20F40: Cost distribution ledger classification if claim paid under vehicle highway fund Compass — INVOICE Minerals Page-1 of 1 PLEASE REMITTO/SELLER; :I: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P O BOX 277 4RALS AMERICA 348-1047632 NET 60 DAYS 12/31/2015 71430341 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/^x1/15--- ---W15001 -- - -- —15621£8- - -- -- —1.562188 - --SO- - - -- CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. 1FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP . 'EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.5300 TN 96.00 2,354.88 _ SUMMARY• �.. - - -- - - - - -----I ----_-- PRODUCT 2,354.88 FREIGHT&FUEL SUBTOTAL 2,354.88 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,060.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,354.88 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 Salc("Agreement")relate or are attached. 2:OFFER. No terns in�Buycrs-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 rc EXPRESSLY LiMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3...PRICES; TAXES. '.EXCE)'T,r1S'OTHCR` ISE"SPECIFIFD W`[H1S-AGREENIENTTRICES ARF_SUBJECT TO CHANGE WIT i,M0 TT NOTICE: ORDERS WILL BE iNVg1,CED LbNLESS OTHERWISE SPECIFIEd�N fl IIS AGREEMENT:'AT SFI-LF,R'S PRICE IN EFFECT ON TI IE SCHEDULED DATE bF'SIiIPMENT. Prices oP,tlte,jn otung docuFc¢n are gel ofall applicaljle discounts Pnd'pconuilibdal allowances. References-to ons"means shott.tons(2.000Abs;),unless otherwise snecified.� Any tax or other goventmeiital ch9rges'noov qt hgreaticr,lcyied _....upon production,scwerince,iiianufdciure,delivery,storage,consumption,sale,use or shipment of Products ordered or soli are not included in Seller's price agslxj�1 bedsktargeii t4pn(f pall liy 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 caicel 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 front the date ofthe invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim arc owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment tern,by Buyer. L.DEI AYS. 'Ali orders are iihjccl Co Sellei's ability to make delivciy at the time and in the quantities specified,and'Sellcl!ihall tiofbc 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.partiabor 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 fttrnishing 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/TRANS1'01Zi'AI10.N 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 kind will indemnify Seller against all claims for personal injuries or property damage arising from the storage,use or handling of such Products. Claims for damage or shortage in transit must be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse 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.WARRANTYfTIME FOR MAKING CLAINIS. Seller warrants only that it will convoy 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 NON INFRiNGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be demmed 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 0 FHERWISE. 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. INDEtNINiFICATiON. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEiR RESPECTIVE PRESENT OR FUTURE EMPLOYEES, OFFICERS. DIRECTORS. SHAREHOLDERS,INSURERS, AGENTS AND REPRESENTATIVES (COLLEC-FIVELY. "INDEMNIFIED PARTIES"). FPON4 ALL CLAJn4S, LIABILITIES.DAMAGES,SUITS,PROCEEDINGS,COSTS.AND EXPENSES(INCLUDING REASONABL'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 ANi' KiND. AND EVEN IF THE RESULT OR ALLEGED RESULT OF THE CONDUCT, NEGLIGENCE, ERROR, OMISSION, OR BREACH OF THIS AGREEMENT OR NON- COMPLIANCE WiTH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer grants to Seller,and Seller retains,a security interest in all Products furnished by Seller and the proceeds thereof,until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL, COMPLIANCE. Buyer and its employces,'agcnts (1) will comply with all applicable U.S. federal, state, local and foreign-laws and regulations, including the,U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any'claim,penalty,or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request.Buyerwill deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of tike 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 Cr 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 stir%ive shall survive this'Agreenicnt'9 tcrmination/expirAi61 and(he consummation of the transactions contemplated hereunderi Com ass INVOICE .._ Minerals _— Page-1 of 1 PLEASE REMIT_.TO/SELLER. FEDERAL ID#: PAYMENT TERMS INVOICE DATE INYOIGE NUMBER ,' COMPASS MINERALS AMERICA - P O BOX 277043 48-1047632 NET 60 DAYS 12/31/2015 71429952 ATLANTA, GA 30384-7043 SOLD To: 462129/C54512 CARMEL UTILITIES 3450 W 131 ST ST SHIP To: 505808/CS54514 WESTFIELD, 1N 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 .10995-AUGUSTROBBENS$ONSL_ 12%30/15 — W15001—l— i56�184`"'--SO- CARRIER I RAIL ITRUCK# EQUIPMENTTYPE F.O.B. 1FREIGHTTERMS TERRITORY 76599 178 — PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY JUOM I UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.5800 TN 96.00 2,455.68 SUMMARY PRODUCT 2,455.68 FREIGHT&FUEL SUBTOTAL 2,455.68 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .51,160.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,455.68 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>>> (Terms and Conditions of sale are also available at www.nasatt.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.attachcd. 2. OTTER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER iS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREEMENT. 3. PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED iN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Rcfercncps,tQ"lops"means.short tons.(29QO,lbs.):unless otherwise specified;,Any ttix or other governmental charges now or hereafter levied upon production.severance,manufacture,delivery,slorage,'cdnsamption;"salc,'vse orSlupment,o Products ordered•or sold-are mot included in Seller's price and will be charged to and paid by Buyer. 1.CANCELLATION. Orders 'may be canceled by Buyer only upon(I)t'vritten or oral notice to Seller and accepted in writing by Seller 5nd(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 a's 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). 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'paymcm terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of creclit. 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 wish default of these payment terns by Buyer. , 6.DELAYS. All orders are subject to Seller's ability to make delivery 5l the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance).strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action orally governmental authority,or other force majeue 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 frons 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(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. Buver 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 repot 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 railears used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR AIAIUNG 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 i,MPLIED,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. ht the event of an alleged breach hereof by Seller,the sole remedy available to Buyer oil account orally defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such 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(1)year after the accrual of the cause of action thereto. 9.LIaNHTATION 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 ASIA-FET,ORrr,,StR6hlpLDERS�I�SUI2ERS�4sfAtvD,REP.f�ESEt� P"9LiU�ESJt( LLCfIVCLY'},ryjetNULMN1�Fit•;D�I�AR1'LESi');jF,2©MtAL�C�i6i•AIMS MART iTIIS.DANIAGFS.SLITS.PROCEEDINGS.COSTS AND EXPENSES(INCLUDIN'G REASONABLE,_TTORNEYS'TTE-S (COLLECTIVELY,"LOSSES").FOR ANY DAMAGE. INJURY. DLATH. LOSS UR DESTRUCTION OF ANY MND RELATING TO OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. INCLUDING WiTHOUT LIMITATION, LOSS OR DAMAGE TO ANi" PROPERTY OR INJURY TO OR DEATI4 OF ANN' 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 13REACH 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 ennployces/agents (I) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws"):(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws;and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyer will deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to the jurisdiction of Johnson County,Kansas courts. Buyer shall not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof;no modification may be made.unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additional terms shall have force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's termination/expiration and the consummation of the transactions contemplated hereunder. I ' DZANT# i ALLOWED Prescribed by State Board of Accounts City Form No.201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER IN SUM OF $ CITY OF CARMEL ICA 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 ty 368932 DN FOR COMPASS MINERALS AMERICA Purchase Order No. i PO BOX277043 Terms ATLANTA, GA 30384-7043 Due Date 12/30/2015 j Board members Invoice Invoice Description AMOUNT Audit Trail Code Date Number (or note attached invoice(s) or bill(s)) Amount i 12/30/201: 71429952 $2,455.68 $2,455.68 i 68 I hereby certify that the attached invoice(s), or bill(s) is (are)true and correct and I have audited same in accordance with IC 5-11-10-1.6 f l s Date Officer