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HomeMy WebLinkAbout258117 04/29/16 a`%���'p\� CITY OF CARMEL, INDIANA VENDOR: 368932 °' ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $""18,406.96` r. ,?�:' CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 258117 9y��70N�` ATLANTA GA 30384-7043 CHECK DATE: 04/29/16 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71476011 2,574.00 OTHER EXPENSES 601 5023990 71477741 2,642.64 OTHER EXPENSES 601 5023990 71478245 2,666.56 OTHER EXPENSES 601 5023990 71478246 2,635.36 OTHER EXPENSES 601 5023990 71478595 2,650.96 OTHER EXPENSES 601 5023990 71479396 2,570.88 OTHER EXPENSES 601 5023990 71479398 2,666.56 OTHER EXPENSES VOUCHER # 161298 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 71(477741 01-6180-03 $2,642.64 I Pi 76:2�- a lt-t ?f�U�► Lt , 15-7q-zt> 1(t18245 it 1 af�Ceep 'C (q ?!6f>95 << -j- Voucher Voucher Total t 4 Cost distribution ledger classification if claim paid under vehicle highway fund Prescribed by State Board of Accounts City Form No.201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 368932 COMPASS MINERALS AMERICA Purchase Order No. PO BOX277043 Terms ATLANTA, GA 30384-7043 Due Date 4/25/2016 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 4/25/2016 71477741 $2,6 .64 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 4/ -77 C-- .Ifk- Date Officer Compa SS = INVOICE _ Minerals Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P 0 BOX 277043 48-1047632 NET 60 DAYS 4/15/2016 71477741 ATLANTA, GA 30384-7043 SOLD TO: 462129 / C54512 CARMEL UTILITIES SHIP TO: 505808/CS54514 3450 W 131 ST ST WESTFIELD, IN 46074 CARMEL UTILITIES 5484E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS — -- - --04/15/16- _ W16004 ---- - 459191-7 - - -159197 - - - - - - - CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.4100 TN 104.00 2,642.64 SUMMARY: PRODUCT 2,642.64 FREIGHT&FUEL SUBTOTAL 2,642.64 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,820.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,642.64 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 >> > (Terns and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS 017 SALE I.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 arc 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 LlivI TED 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 mid 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,consumption,sale,use or shipment of Products ordered or sold are not included in Seller's price and will be charged to and paid by Bever. a.CANCELLATION. Orders may he canceled by Buyer only upon(1)written or mal 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.PAYIdENT:CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. G.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers.extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action orally governmental authority,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. SHIPNIENT COSTS/TRANSPORTATiON MATTERS. Unless othcnvisc 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 reconsignmenl 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 witli 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 rout be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify'ami 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(lie continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.11'ARRANTI717IME FOR MAKING CLAINIS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,1S 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 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 hercof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement orsuch 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 i'URCHASE 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 othcnvisc. 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.DAMAGES.SUiTS.PROCEEDINGS,COSTS.AND EXPENSES(INCLUDING REASONABLE ATTORNEYS' PEES)(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,TORi',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,it security interest in all Products furnished by Seller and the proceeds thereof;until the purchase price therefor is fully paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state. local and foreign laws and regulations, including the U.S. 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 tlic Products as represented to Seller. 13.MISCELLANEOUS. Matters arising out ofor in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts oflaw 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 hercof;no modification may be made,unless in writing and signed by the parties;and no acknowledgment/acceptance of purchase order forms containing different/additiona)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 terrninatioi/expiration and the consummation of the transactions contemplated hereunder. '- Compass — - - Minerals INVOICE Page-1 of 1 - - PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA — P 0 BOX 277043 48-1047632 NET 60 DAYS 4/18/2016 71478246 - 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 LADINGORDER NUMBER ORDER TYPE 10995-A_U_GUSTROBBENSSONS 04/18/16 W16001 1594082 1594082- _—SO--- CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.3400 TN 104.00 2,635.36 SUMMARY: PRODUCT 2,635.36 FREIGHT&FUEL SUBTOTAL 2,635.36 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,680.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800,743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,635.36 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE >> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND 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("Agrecmcnt )relate or are attached. 2. OFFER. No terms in Buyer's bid.purchase order or other form shall be binding upon Seller. Seller rejects addilionaVdifferent terms 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 TIME 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 levied upon production,severance,manufacture,delivery,storage,consumption;sale,use or shipment of Products.ordered.or.sold arc not included in Seller's price and will be charged to and paid by Buyer. 4.CAtNCELLATiON. 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 little prior to shipment). S.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and Must be specified in writing on Seller's invoicing document. Whenever reasonable grounds f'or insecurity arise with respect to due payment from Buyer or with respect to Buycr'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 l3uyer'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 clue accounts. Interest charged on a past clue invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers.extreme cold weather,partial or total failure of Scllcr's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer.action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's-delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT COSTS/TRANSPORTATiON 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 f'or proper protection of Products and compliance with all regulations and ordinances and will indemnity 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 tirade by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and sec that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support it claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars arc released empty by Buyer to the rail carrier. Without Seller's prior Written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR NIAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warrant)',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 Lie entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,Mo 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 TINDER 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. INDE:NINIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE- PRESENT OR FUTURE ETIAPLOYEES,OFFICERS, DIRECTORS,SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVE'S (COLLECTIVELY,"INDEMNIFIED PARTiE-S"), 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. 13. 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,Buycr will deliver it 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.NIiSCELLANEOUS. Matters arising out of or in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of law rules,and Buyer and Seller consent to 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 acknowledgtttcnt/acceptance of purchase order forms containing differenUadditional terms shall have fbice 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. ZCompass — — INVOICE - Minerals Page-1 of 1 C - - PLEASE REMIT TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 4/11/2016 71476011 - 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-AUG_UST_ROBBENSSO_NS__ 04/11/16 W16005 1591907 1 - 1591907 - --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 I EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.7500 TN 104.00 2,574.00 SUMMARY: PRODUCT 2,574.00 FREIGHT&FUEL SUBTOTAL 2,574.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 49,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,574.00 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. 'Scller'is identified in the"Remit To"section and"Buyer"int the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or arc attached. 2. OFFER. NO terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additionaUdifferent terms in such Buyer's documents. SELLER'S OFFFR IS FXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF 1-1 IIS AGREEIVIEN'T. PRICES; TAXES. ,FYCE,PT.AS OTIIERWISE SPIiCIFIED IN,TI[IS AGREEMENT, PRICES ARE,SUBJECT TO CHAINGE A\!ITHOUT NOTICE-. ORDERS WILL BE INVOICED, UNLESS OTI IFRWISE SPECIFIED IN TI IIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discount$and.pirnnotional allowances. Refefenccs:tp"to(v'means short Ion.'(2000 lbs.)unless othenvise'spc iFed.. Any tax or other go\ amental charges now or hereafter levied —upon production,scNcrance,manufacture.delivery,storage,consumption,sale,use or shipment of Products urdcred or sold are not included ill Sellci's price and will be:charged to and p.id by Buvcr. a.CANCELLATION. Orders may be canceled by Buyer Only upon(l)written of 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). 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, rcquine 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 Deparutnent and must be specified in writing on Seller's invoicing document. Whenever reasonable L_'rOUMIS for insecurity arise with respect to due payment from Buyer or with respect to Buyer',.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 dclivci} for future deliveries Or require reasonable assurance ofpayment,and in the absence thereof.to cancel,without liability,the unfilled portion of Buver's order. A finance charge of the lesser of I.�"6 per month(I - APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on it past due invoice will be assessed front the date of the invoice Amounts owed by Buyer " th where there is no dispute will he 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 4fauh of thc,c payment terms by 13uyCr. 6. DELAYS. All orders are subject to Seller's ability to stake delivery at the time and in the quantities specified,and Seller shall sol be liable for damages for failure to make partial or complete Alipmcnt or for any delay in staking 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,of other acts of God,war or act of public merry(Or civil di;ntrbance),strikes.lock-outs,shortages of labor or raw materials and supplies(including fuel),acts Or Ontissimu of Bu\ci.action orally governmental authority,or Other force majeure event). 13uyer 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 13uvcr,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 icconsignment shall be the sole responsibility of Buver. Buyer will assume title anti 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 indcnmify Seller against all claims for personal injuries or property damage;wising from the storage,use or handling'of such Products. Claims for damage or shortage in transit must be made by Buver against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identil) any such damage or shortage and see that appropriate notation is made on the delivery tickets of an inspection report Iirmished 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. S.PARR ANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to Itne published specifications of'Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER\VARRANTY OF ANY KIND,EXPRESSED OR IMPLIED.IS MADE BY SELLER AND SEL I_17R 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 icnnedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. fn the event the remedy provided herein shall be deemed to have litiled 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 Im-sale or otherwise with respect to Products twill be commenced more than one(I)year after the accrual of the cause of action thereto. Q. LLMIT.ATION 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 IN'DIREC'T, INCIDENTAL. CONSEQUENTIAL. EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY. CONTRACT. OR TORT lACl_ 'DINO A'FGL.IGENCEI OR OTHERWISE. Buyer assumes all risks and liabilitv for any dumauc to persons or propeny resulting fionn the use of the Products delivered hereunder in nnanufhctun-ing pmccs.cs Of BuV,ci of in connbination with other substenccs or otheivise. IU. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE.- PRESENT OR FUTURE PNIPI,OYEES,OFFICERS: DfREC'TORS::S]f REFIOLDFRS. INSURERS,AGENTS.SVD REPRLSENLATIVES (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'CONIPENSATION CLAIM OR UNDER THEORIES OF NEGLIGENCE,TORT.STRICT LIABILITY,TNTFN'TIONAL 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 TIiR.N NATION OP 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 its Seller may determine to be necessary to perfect such seem ity interest. 11 LEGAL COMPLIANCE. Buyer and its C[lip loyees/agelits (1) will comply nwith 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 arty claim,penalty or loss of hCnclits 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 SCIler.CCrtifying arch nnatteis as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of the Products as represented to Seller. MISCELLANEOUS. N-huters arising out of el in connection with a sale hereunder will be governed by Kansas laws without regard to conflicts of la w rules,and Buyer and Seller consent to the umsdiction of Johnson County,Kansas courts. Buyer shalt not assign this Agreement without Seller's prior written consent. This Agreement constitutes the entire agreement regarding the subject matter hereof:mo modification may be made,unless in writing and signed by the parties:and no acknowledgment/acceptance ofpu rchase order forms containing different/additional terns shall have 1111Ce Or effect. Seller's filllLwC to enforce any provision will not be a waiver of its riglu to enforce such provision or any other provision then or thereafter. Any unenforceable provision shalLbe cal iced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's tcriitinatiott/c'xpiriition and tine consummation of the transactions contemplated hereunder.