The URL can be used to link to this page

Home My WebLink About258969 05/31/16 `% c�A,,�� CITY OF CARMEL, INDIANA VENDOR: 368932 4,� t i, ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $****44,551.52* 9M �_�; CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 258969 �roN� ATLANTA GA 30384.7043 CHECK DATE: 05131/16 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71481558 2,615.60 OTHER EXPENSES 601 5023990 71481559 2,647.84 OTHER EXPENSES 601 5023990 71481937 2,637.44 OTHER EXPENSES 601 5023990 71482319 2,590.64 OTHER EXPENSES 601 5023990 71482826 2,667.60 OTHER EXPENSES 601 5023990 71483189 2,641.60 OTHER EXPENSES 601 5023990 71483583 2,648.88 OTHER EXPENSES 601 5023990 71483584 2,594.80 OTHER EXPENSES 601 5023990 71483920 2,628.08 OTHER EXPENSES 601 5023990 71484705 2,628.08 OTHER EXPENSES 601 5023990 71484706 2,595.84 OTHER EXPENSES 601 5023990 71485543 2,560.48 OTHER EXPENSES 601 5023990 71485544 2,608.32 OTHER EXPENSES 601 5023990 71485923 2,591.68 OTHER EXPENSES 601 5023990 71486409 2,665.52 OTHER EXPENSES 601 5023990 71486744 2,594.80 OTHER EXPENSES 601 5023990 71487127 2,634.32 OTHER EXPENSES VOUCHER # 161543 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 71483584 01-6180-03 $2,594.80 Qe% Voucher Total ��o�s `,F, ' 0 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 5/16/2016 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 5/16/2016 71483584 $2,594.80 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 Conipass INVOICE Minerals Page-1 of 1 - - PLEASE REMIT TOISELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 5/6/2016 71483920 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 05/06/16" —W16005 -- - -1598589------- 1598589 so__ CARRIER RAIL ITRUCK# EQUIPMENTTYPE F.O.B. I 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 25.2700 TN 104.00 2,628.08 SUMMARY: - PRODUCT 2,628.08 FREIGHT&FUEL SUBTOTAL 2,628.08 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .50,540.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,628.08 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer'in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS .EXPRESSLY LiMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED N THiS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS'WILL BE INVOICED, UNLESS OTI IFR\VISE SPECIFIED IN THIS AGREEMENT,AT SELL'ER'S PRiCE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on theinvoicing documcnt.are net of all applicable discourits'dnd piomotional 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 Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders arc subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller 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 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 indemttify 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. 8.\VARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9. 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 NDIRECT, 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,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.\1ISCELLANEOUS. Matters arising out of or in connection with a stile 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 differcnt/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 PLEASE:REMIT TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 481047632 NET 60 DAYS 5/5/2016 71483584 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 05105/16 w16004 - -- 1598587 - -1598587 SO - CARRIER RAIL ITRUCK# EQUIPMENTTYPE F.O.B. IFIREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.9500 TN 104.00 2,594.80 SUMMARY: PRODUCT 2,594.80 FREIGHT&FUEL SUBTOTAL 2,594.80 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .49,900.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,594.80 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasall.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 ofan invoice to which these Terms and Conditions of Sale("Agreement")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'O"rHERWiSE SPECiF,IED.IN,,,Tl.-IiS 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 ofell dppficable discounts and Promotional allowances. References,to,"tons"means short.tons(2000 Ibs;),unless otherwise specified.' Any tax or other governmental charges now or hereafier 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 Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-oft'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 order 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 fimlt 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 railcar used to deliver the Products until the railcars are released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse 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 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 NONINFRINGEiv1ENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. in the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(l)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION 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.-SHARG.bIOLDERS,L'sISURERS,AGENTS.ANDREPRESENTATIVES (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 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 purcbase order fonts containing different/additional terms shall have force oreffect. 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 tertnination/expiration and the conscimmation ofthe transactions contemplated hereunder. Compass INVOICE Minerals Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 5/10/2016 71484706 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 - - - - 05/09/-16- - - W16003 -- -- --15985'92 -_ 1598592 S-0 _ 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 I EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.9600 TN 104.00 2,595.84 SUMMARY: ------- - --- -----_--- ---- _._ �- - PRODUCT 2,595.84 FREIGHT&FUEL SUBTOTAL 2,595.84 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,920.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,595.84 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terns and Conditions of Sale("Agreement")relate or are attached. 2.OFFER. No terms in Buyer's bid;purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3._PRICES; TAXES. 'EXCEPT AS.OTHERWISE SPECIFIED.IN THIS AGREEMENT.,PR[CES_ARE-SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL.BE INVOICED, UNLESS OTHERWISE SPECIFIED iN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE.OF'SHIPMENT. Prices on the invoicing document are net of all applicable discounts and.Promotional allowances. References to."tons"means short tons(?000 lbs.)unless otherwise,specifiicd. Any tax or other governmental charges now or hbreaflcr 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 Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terns as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms 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. 6.DELAYS.'All orders arc's'ubje—f0o''Sellers 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 majeme 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,deniurage,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/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OT14ER WARRANTY OF ANY KiND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THiRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EMPLOYEES,OFFICERS,DIRECTORS,SHARE1710LpERS,.iNSURERS,_AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES"),FROM ALL CLAIMS, LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(IrlCLOIN(j 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 (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 Comity,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 terns shall have force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended 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 REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSP O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 5/10/2016 71484705 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 - - 05/09/1.6 - -- - _ W16001-- - --- 1598590 - - .- 1.598590 -- -so.- CARRIER - -S0-CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 - 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 25.2700 TN 104.00 2,628.08 SUMMARY: -- - --- -- -- —- PRODUCT 2,628.08 FREIGHT&FUEL SUBTOTAL 2,628.08 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50;540.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,628.08 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.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 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`tons"means short tons(2000Ibs,)unless otherwise specified.,,Any tax or other goverrtinel'10-charges nowt or hereafter levied upon-production,severance,in,nufacturc,delivery,storage,consumption,sale,use or shipment of Products ordered or sold are'riot'included in Seller's price and will be,charged fo and paid by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of seasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. G.DELAYS. All orders are subject to Seller's ability to 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 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. 8.\VARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(I)year after the accrual of the cause of action thereto. 9.LLVIITATION 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,SJIk1RE,tIQLDERS. INSURERS,AGENTS AND REPRESENTATIVES (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 T14EORIES 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 audiUinspection 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. Compass INVOICE Minerals — Page-1 of 1 PLEASE REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 5/12/2016 71485543 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 05/12/46 - W16001 — 4E00334- -- -- _ 1600334 _ SO CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.6200 TN 104.00 2,560.48 —-- SUMMARY: -- -- -- - — --- --- -- PRODUCT 2,560.48 FREIGHT& FUEL SUBTOTAL 2,560.48 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,240.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,560.48 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE L PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3,-PRICES; TAXES. EXCEPT,AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE iN EFFECT ON THE SCHEDULED DATE OF SHiPMENT. Prices on the invoicing document are net 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,manufieture,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.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including fill or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof.to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(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-oft'for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS.-All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including frel),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 recoasignment 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. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shiputent,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONiNFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABiLITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. iN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EMPLOYEES,OFFICERS,DIRECTORS.SHAREHQLJ2ERS.INSURERS,AGENTS AND REPRESENTATIVES_(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 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 acknowledgntent/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 sliallibe enforced to the extent it is enforceable.Any provision intended to survive shall survive this Agreement's tenninationlexpiration and the consummation of the transactions contemplated hereunder: Compass —' — INVOICE Minerals _ Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER PCOMPASS 0 BOX 277 4 �LS AMERICA 3 48-1047632 NET 60 DAYS 5/12/2016 71485544 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 FROMDATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995_AUGUSTROBBENSSONS ___— ___ _ 05/12/16 W16001_ _ _--_- --1600335-- -- - 1600335 ----SO---- — CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.0800 TN 104.00 2,608.32 SUMMARY: PRODUCT 2,608.32 FREIGHT&FUEL SUBTOTAL 2,608.32 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,160.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,608.32 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE>> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE L PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of 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 LIN41TED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. References to"tons"means short tons(2000 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 of sold are not included in Seller's price and will be charged to and paid by Buyer, 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of 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(I8%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse'Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force 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 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. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event or 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,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. Is an acKnowleagement inai a Dm Or Laamy nos ueen 155000 anU rs not ura vnynmi Dill Ur Lauuiy,nuc This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 17356 Shipper No. Carrier No. Date Name of Carrier Consignee / r''.:. . - Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination Origin Cincinnati, Ohio 45233 Emergency Response Vehicle rte= Route Phone I Number ,+ No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction) Rate CHARGES TONS p t ::ice• r ( 1,' DAM PO#�. i USE When transporting hazardous materials Include the technical or chemical name for n.o.s.(not otherwise specified)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. REMIT C.O.D.FEE: C.O.D.TO: �f PREPAID ❑ ADDRESS: / VOD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent on value,shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment Is to be delivered TOTAL are required to state specifically in writing the agreed or erly classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared value of the property. and are in proper condition for transportation according to sign the following statement: The agreed or declared value of the property is hereby the applicable regulations to the Department of The carder shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per Signature (Signature of Consignor)I except when box at El to be ri ht is checked collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as-meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place#- NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any "alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,thatever service to be performedhereundershallbesubject toall the Bill ofLading terms contract carriage andissigned bauthorized representatives of both partiestothe contract. t SHIPPER AUGUST ROBBEN SONS, INC. CARRIER 'r• i., „ PER COMPASS MINERALS PER DATE f - /' •l�. fi /-' 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFRf172.202 '" is an acknowledgement that a Bill of Lading has been issued and is not the Original Bill of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 17353 Shipper No. Carrier No. Date / (r Name of Carrier TO: FROM: Consignee �' i_- '.-t:: Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination—C Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone Number / ✓ .j No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks.and Exceptions (subject to correction) Rate CHARGES TONS �r 61$.3 Pati%4'y to Sf,(/.; aLl• When transporting hazardous materials include the technical or chemical name for n.o.s.(not otherwise specified)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. - REMIT C.O.D.FEE: C.O.D.TO: n PREPAID El ADDRESS: / COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent on vat e,shippers This is to certify that the above named materials are prop- Sublect to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or arty classified,described,packaged,marked,and labeled, - to the consignee without recourse on the consignor,the consignor shall $ declared value of the property. and are in proper condition for transportation according to sign the following statement: CHARGES The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box H charges $ per Signature (Signature of Consignor) except when box at ❑ are to be right is checked collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,that ever servicetobe performedhereundershallbesubject toall the Bill ofLading terms contract carriage andissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE 'HAZAflDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/l 72.202 Is an acknowledgement that a BIII of Lading has been Issued and isnot the Original Bill.of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 17362 Shipper No. Carrier No. r Date Name of Carrier TO: -' FROM: Consignee _ . ,_4_.( ; '.� �r.o._„ ;. Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination ' Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone Number No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction Rate CHARGES TONS 0. f 0--2.- When transporting hazardous materials include the technical or chemical name for n.o.s.(not otherwise specified)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. REMIT n C.O.D.FEE: PREPAID A DR SOS: /� COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent an value,s trippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,it this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or erly classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall $ declared value of the property. and are in proper condition for transportation according to sign the following statement: CHARGES The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per Signature (Signature of Consignor)I except when box at ❑ are to be ri ht is checked collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,thatever servicetobe performedhereundershall besub'ecttoallthe Bill ofLadin terms contract carriage and is signed by authorized representatives of both parties to the contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER i t PER COMPASS MINERALS PER DATE 'HAZARDOUS MATERIALS MARK WITH"X'TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172.202 - - - This Memorandum is an acknowledgement that a Bill of Lading has been issued and is not the Original Bill of Lading,nor 3 a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 17361 Shipper No. Carrier No. Date J—Al Name of Carrier TO: ,, FROM- Consignee , f.;- r_.1 Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination ,- ,r-,.,, ` Origin Cincinnati, Ohio 45233 Emergency Response Vehicle , 1' Route Phone Number ; No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exce tions subject to correction Rate CHARGES TONS V U1 ?3q2 Date d when transporting hazardous materials include the technical or chemical n ruE a.0% o (apt of noise specified)or ge rmaptf&materia ropriate UN or NA umber as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box - _ REMIT C.O.D.FEE: C.O.D.TO: / PREPAID ❑l ADDRESS: COD Amt: $ COLLECT 0 $ NOTE—Where the rate is dependent on value,shippers i o certify that the above amed materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically In writing the agreed or ><classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared value of the property. and are In proper condition for transportation according to sign the following statement: The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per Signature (Signature of Consignor) except when box at - El are to be ri ht is checked collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,thatever servicetobe performedhereundershallbesubject toall the Bill ofLadin terms contract carria e'aindissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 46CFR/172.202 l>✓ f.� �1_ is an acknowledgement that a Bill of Lading has been issued and is not the Original Bill of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 383 Shipper No. ` Carrier No. f Date Name of Carrier TO: ! FROM: Consignee / ,•..f _ /r f.;.- -<_-i, r?.,G. Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination ?' ;_,.;.-,•r,_r,r v3•• Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone Number ff` No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks.and Exceptions subject to correction Rate CHARGES ' TONS lut CENED ru f When transporting hazardous materials include the technical or chemical name for n.o.s.(not otherwise specked)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. ' REMIT C.O.D.FEE: C.O.D.TO: 6 f �f PREPAID ❑$ ADDRESS: 1�5 / ' COD Amt: $ COLLECT NOTE—Where the rate is dependent on value,shippers Th ' certify that the above named mated are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered :checked L are required to state specifically in writing the agreed or ed y c sified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall $ declared value of the property. and are in proper condition for transportation according to sign the following statement: RGESThe agreed ordeclared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without paymentFREIGHT CHARGES spec�caly stated bythe shipper to be not exceeding Transportation. of freight and all other lawful charges. HT PREPAID Check box if charges per Signature (Signature of Consignor) when box at '❑ aretobe collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are.hereby agreed to by the shipper and which said carrier(the word carder being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or-asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,that ever servicetobe performedhereundershallbesub'ecttoalltheBill ofLadin terms, 'contract carria eandissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER . f ';_.,•. .__:._.,.r'..: - . '� r` PER COMPASS MINERALS PER '/ d DATE 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED'IN 49CFW772.202 "��^.'��'"r 41�- f `'- is an acknowledgement that a Bill of Lading has been issued and is not the Original Bill of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. T Shipper No. ° Carrier No. Date �� 1 Name of Carrier To: } FROM: AUGUST ROBBEN SONS INC. Consignee ' ,- Shipper , Street Street 6500 Bender Rd. Destination (rj :,',.:. _,r. Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone Number ,',; No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction Rate CHARGES TONS /" i %� f; rr'�,,•:_r- !. _ = i - ,f �}��r�t�/�y7��■ M Vida�i,D ,fir•' _ - i' - _.- - ___ DATE. FO# _ - ACCT# z- USE When transporting hazardous materials Include the technical or chemical name for n.o.s.(not othenxise specified)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. REMIT C.O.D.FEE: C O.D T : PREPAID A DR S8: COD Amt: $ COLLECT ❑$ NOTE—Where the rate is tlepentlent on value,shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or erly classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared value of the property. and are in proper condition for transportation according to sign the following statement: The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges S per Signature (Signature of Consignor) except when box atare to be ri ht is checked ❑ collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,thatever servicetobe performedhereundershallbesubject toalIthe Bill ofLadin terms contract carria eandiss'i gnedb authorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS r PER DATE 'HA7ARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 4eCFR/172.202 VOUCHER # 161600 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 71487127 01-6180-03 $2,634.32 ZtL SL,ttC> C" " Voucher Total(bq 1?6,S4tj9F32 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 5/23/2016 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 5/23/2016 71487127 $2,634.32 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 CompassINVOICE — _ - ' Minerals — Page-1 of 1 p - - PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER PCOMPASS 0 BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 5/18/2016 71487127 = 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 05/1.8/16_ _ _w1600 160.0356 1600356 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 25.3300 TN 104.00 2,634.32 -- - —SUMMARY: — -- - - -- ---- -- ---- --- -- -_ - ---- ------- -- PRODUCT 2,634.32 FREIGHT&FUEL SUBTOTAL 2,634.32 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,660.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,634.32 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this-Invoice CREDIT NOTE >> > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer'in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2.OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREEMENT. 3.1 PRICES; TAXES. EXCEPT,AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARC 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 epplicablc discounts,and promotional allowances. References.to'ttons"means short tons(2000 lbs.)unless otherwise specified. Any tax or other governmental charges now or hereafter levied upgn production,scv&micc,'manufacture,delivery,storage,consunnption,sale,'use or shipment of Products ordered 6t's61d are not included in Seller's price and will be charged to and paid by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)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 leas 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(I S%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6,DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force 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 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 deliver),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 wilt 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.WARRANTYmNIE 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 Scllcr.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 NONINFRINGE MENT. 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,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 LINIITATION, 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 ernployces/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 differentladditional terns shall have force or effect. Seller's failure to enforce any provision will not be a waiver of its right to enforce such provision or any other provision then or thereafter. Any unenforceable provision shall be enforced to the extent it is enforceable.Any provision intended 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 COMPASSMINEP O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 5/17/2016 71486744 ATLANTA, GA 30384-7043 SOLD TO: 462129/ C54512 CARMEL UTILITIES SHIP To: 505808/CS64514 3450 W 131 ST ST CARMEL UTILITIES WESTFIELD, IN 46074 5484 E 126TH ST CARMEL, IN 46033 UNITED STATES SHIPPED FROM DATE SHIPPED CUSTOMER P 7 BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS E5/17/16-=--: ---- wl 03 - --- 160035.5 1600.355_ SO CARRIER RAIL ITRUCK# EQUIPMENT TYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT I DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.9500 TN 104.00 2,594.80 SUMMARY: - -- - -- ------ — _�- _ --_--— - - -----.. — - PRODUCT 2,594.80 FREIGHT&FUEL SUBTOTAL 2,594.80 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .49,900.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,594.80 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 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 additionaVdifferent terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYE'R'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 SLLLFR'S PRICE IN EFFFCT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net ofall applicable discounts and promotipnal,allowances. References,to•"tons,"means short tons(2000 lbs,)unless otherwise,specified. Any tax or other governinental'charges now or hereafter levied upnh production,severance,manufacture,delivery,storage;'coits6 ilpiion,;sale,use or shipmcntlof products ordered or soldaid not included in Seller's price and.will be charged to.and paid by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(I)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5°/per month(IS%- 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 ofthese payment terms by Buyer. 6.DELAYS. All orders are'ubject to Seller's ability to make delivcry at the time and in the quatil'ities 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 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.WARRANTYfTIMF.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 NONINFRINGE' ENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's 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,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 ofsuch security interest to third parties as Seller may determine to be necessaryto perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its cnnployees/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 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 PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENTTERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P 0 BOX 277043 48-1047632 NET 60 DAYS 5/16/2016 71486409 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 POBILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS 05/16/16 w16 5 1600354- 160.0354 SO. CARRIER RAIL/TRUCK# EQUIPMENT TY F.O.B. FREIGHT TERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.6300 TN 104.00 2,665.52 SUMMARY: - - - - - ---= -- - ---- ----- PRODUCT 2,665.52 FREIGHT& FUEL SUBTOTAL 2,665.52 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 51,260.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-1743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,665.52 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terms and Conditions of Sale are also available at www.nasall.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 Temic and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terns in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additionalldiffercnt 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,Al-SELLER'S PRiCE iN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing dgcumeill are net of all applicable discounts and promotiotial'.allowances. References,to'°ton's"means short tons(2000 Ibv.)_unless otherwise specified...Any tax or other governmental charges now,or hereafter.levied upoii-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 Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance oral the time of delivery for fixture 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(I8%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS: All orders are subject to Sellcr'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 famishing 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 assmne 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. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEM ENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's 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 fN 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,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. l3.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 io survive shall survive this Agreemei8's termination/expiratidn 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 ox 7048-1047632 NET 60 DAYS 5/13/2016 71485923 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 _ - 05/13/16 - w160 = - -1600336 - - --1600336- SO - CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. IFIREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 24.9200 TN 104.00 2,591.68 - - SUMMARY: - PRODUCT 2,591.68 FREIGHT&FUEL SUBTOTAL 2,591.68 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,840.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-1743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,591.68 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.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 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 OTHLRWISE'SPEdFIED IN THIS AGREEMENT,AT SELLER'S PRICE iN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices,on the invoicing document ate net of all applic tble discounts'and,promofiona)allowances. References to"tons"means short tons(2000 tbs.)unless otherwise specified. Any tax or other governmental charges now:or hereafter levied upon production,severance,manufacture,delivery,morae,consumption,sale,use or shipment of Products ordered orsold are not included in Seller's price and will be charged to and paid by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of 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.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,Floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeurc event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by. Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPINIENT COSTS/TRANSPORTATION b1ATTERS. 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. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. in the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WiTH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EMPLOYEES,OFFICERS,D]RECTORS,.SHAR,CHQbDERS, INSURERS,AGENTS AND REPRESENTATIVES (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 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 CObIPLIANCE. 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 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/expirati6n and the consummation of the transactions contemplated hereunder. Is an acknowledgement that a Bill of Lading has been issued and is not the Original Bill of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 17413 Shipper No. Carrier No. Date Name of Carrier Consignee f;= ! Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination £ ,,:.,-f Origin Cincinnati, Ohio 45233 Emergency Response Vehicle r �' Route Phone Number No. Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction Rate CHARGES TONS o J When transporting hazardous materials include the technical or chemical name for n.o.s.(not otherwise specified)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. - - REMIT _ C.O.D.FEE: PREAID A DR SS: COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent on value,shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or erly classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared value of the property. and are in proper condition for transportation according to sign the following statement: The agreed or declared value of the property is hereby the applicable regulations to the Department of The carver shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. • of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per Signature )Const nor of(Signature except when box at are to be g g right is checked El RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said'" tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,thatever servicetobe performedhereundershallbesubject toallthe Bill ofLading terms contract carriag e;andissigned b authorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER'. . PER COMPASS MINERALSPER I / ,--,?"' i r.• i � DATE r• r i�n'J�..f :: .{,;.-.! ,/''. .HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 46CFR/172.202 i '-• IS an acknowledgement that a 1:301 of Lading has been issued and IS not the Orfglnal Bill of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 17406 Shipper No. Carrier No. Date Name of Carrier To: Consignee , ,' ;' t . "'�� Shipper AUGUST ROBBEN SONS,'INC. Street Street 6500 Bender Rd. Destination r (" Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone Number 1: No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions (subject to correction) Rate CHARGES TONS 7 - ��: f. Received A 3392, t-//is 6 P0 P .- J ACCT # : 19.3 1. When transporting hazardous materials include the technical or chemical na or .o.,(n6t otherwise specified) umber as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box abo . REMIT / C.O.D.FEE: PREPAID El A DRE S: / / COD Amt: $ COLLECT ❑$ C 4 3 NOTE—Where the rate is dependent on valu shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or erly classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared value of the property. and are in proper condition for transportation according to sign the following statement: The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per Signature (Signature of Consignor) except when box at ❑ are to be right is checked collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,that ever service to be erformedhereundershall'besubject toall the Bill ofLadin terms contract carria eandIssi nedb authorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER f/ PER COMPASS MINERALS PER DATE 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR7172.202 -_- is an acknowledgement that a Bill of Lading has been issued and is not the Original Bill of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. 17404 Carrier No. Date _f. .-1119 Name of Carrier To: i=• },- _ -' - FROM: AUGUST ROBBEN SONS INC. Consignee <f r; : Shipper , Street Street 6500 Bender Rd. Destination Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone Number No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction) Rate CHARGES " TONS } PZauT4S' Cali P•'i Sc.CT, When transporting hazardous materials include the technical or chemical name for n.o.s.(not otherwise specified)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency.response phone in case of incident or accident in box above. REMIT C.O.D.FEE: El C OPREAID ADDRESS:.D.TO: C00 Amt: $ COLLECT El$ NOTE—Where the rate is dependent on vahle,shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment Is to be delivered TOTAL are required to state specifically in writing the agreed or Th classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared value of the property. and are in proper condition for transportation according to sign the following statement: The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges ❑ $ per are to be - Signature (Signature of Consignor) right is checked except when box at collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,that ever servicetobe performedhereundershallbesub'ecttoalltheBill ofl-adin terms contract carria eandissigned bauthorized representatives of both partiestothe contract. f 5 SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE 'HAZARDOUS MATERIALS MARK WITH"X'TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFRA72.202 is an acknowledgement that a Bill of Lading has been issued and is not the Original Bill of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 17393 Shipper No. Carrier No. Date !:r_ 67; Name of Carrier TO: ' zFROM: Consignee =y =- %`ri:_:r-' :, %-.,;� Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination , „r' :-:,; fa.� ':'s Origin Cincinnati, Ohio 45233 Emergency Response Vehicle ; Route Phone Number j No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions (subject to correction) Rate CHARGES TONS -fj` z J rf X392 PO 3 .59 H- When transporting hazardous materials include the technical or chemical name to t e;wise specified)or gen(Wr di=�F;n+l^^ pp,ep j-"�•be as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. - REMIT C.O.D.FEE: C.O.D.TO: /� PREPAID ❑❑ ADDRESS: J COD Amt: $ COLLECT $ NOTE—Where the rate is dependent on valu,shippers This is to certify that the above named materials are prop- subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or any classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared value of the property. and are in proper condition for transportation according to sign the following statement: The agreed or declared value of the property is hereby the applicable regulations to the Department of The carder shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per Signature (Signature of Consignor) except when box at are to be g g right is checked collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,thatever servicetobe e rformedhereundershall be subject to all the Bill of Lading terms contract carriage andissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 46CFR/172.202 VOUCHER # 161429 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 71482319 01-6180-03 , $2,590.64 IN 11 $q x3-7AQ '71g635� 5 � 041491TY `71q g3t � �► ,, :Z(a�1. C� C6 41Y �. Voucher Total 0.64 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 5/9/2016 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 5/9/2016 71482319 $2,590.64 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 Date Officer -Compass INVOICE ass — _ _ Minerals _ Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSP O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 5/2/2016 71482319 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 - - 05/02/16 - 1N16003-- — - - 1596651 1596651 -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 24.9100 TN 104.00 2,590.64 SUMMARY: PRODUCT 2,590.64 FREIGHT&FUEL SUBTOTAL 2,590.64 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,820.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,590.64 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 OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3;_;PRICE9;TAXES_EXCEPT AS.OTHERWISE"SPECIFIED IN THIS AGREEMENT., PRICES ARE SUBJECT TO CHANGE,WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED iN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on.the invoicing document are net of all applicable discounts.and promotional allowances. References,to"tons"means short tons(2000 lbs.)unless otherwise specified. Any tax or other governmental charges'now.6Vlierea'fter levied upon production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or'sold are'riot'included in Seller's price and will be-.charged,to and'paid by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall.not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by 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/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WiTH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EMPLOYEES,OFFICERS,DIRECTORS,SHAREHOLDERS,INSURERS,AGENTS AND.,REPRESENTATIVES (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 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 ftrrnished 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 differenUadditional 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 Ag'reertient's'termination/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 COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 4g 1047632 NET 60 DAYS 4/28/2016 71481558 = 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 FROMDATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS ' - -04/28/16 W16001- _ - -1596647 1596647 - 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 25.1500 TN 104.00 2,615.60 t SUMMARY - — - - ---- PRODUCT 2,615.60 FREIGHT&FUEL SUBTOTAL 2,615.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,300.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,615.60 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE I.-PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate orate attached. 2.OFFER. No terms in Buyer's bid, purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3.-,PRICES;TAXES,_:,EXCEPT;'AS.OTHERWISE-SPECIFIEDTN THIS AGRE.ENiENT,.PR('CES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, f_U1 LESS OTHERWISE SPECIFIED[N THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing(tocument are.net of all applicable discount;and inion anal allowances. References.to"ions"m6ans short tons(2000 Ibs.).unless otherwise specified. Any tax or other governinehtal cliarges now or hereafter levied upon production,severance,manufacture,delivery,storage,consumption,'sale,usc'or shipment 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 Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment 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 snaking shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTSITRANSPORTATION MATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. 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 indermtify Seller against ail 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 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 NONINFRBJGEMENT. 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,SHAREHOLDER$,1NSURERS:,t:GE�TS_ Nle-REPRESENTATIVES (COLLECTIVELY,.`(INDENIN[FIED 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 riot 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. 0 Compass — INVOICE Minerals Page-1 of 1 - - PLEASE REMIT TOISELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER PCOMPASS O BOX 277043�LS AMERICA 48-1047632 NET 60 DAYS 4/28/2016 71481559 = 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 - - - 04/28/16- - W16005 - 1596648 1596648 -= - S0-- 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 25.4600 TN 104.00 2,647.84 SUMMARY: PRODUCT 2,647.84 FREIGHT&FUEL SUBTOTAL 2,647.84 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,920.0.000 Gross Pounds -FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,647.84 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 orate attached. ?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, Ui�LESS�OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing documenfafe 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 uporiproduction,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 Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(l8%- 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 ofthese payment terms by Buyer. 6.DEliAYS. 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 Buyer. 7.SHIPBNIENT 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,sucb Products. Claims for damage or shortage in transit must be made by Buyer against the can ier. 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 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. 8.NYARRANTY/T1AIE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WiLL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAiD TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EMPLOYEES-OFFiCERS, DIRECTORS.SHAREHOLDERS, INSURERS,AGENTS AND REPRESENTATIVES (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 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 subjeet 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 ofthe transactions,contemplated hereunder. Compass — INVOICE Minerals — Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 4/29/2016 71481937 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 04/29/15 W16004 1596649 __ 1596649 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 25.3600 TN 104.00 2,637.44 F SUMMARY: -- --- ----- -- - ---— -------- - — - PRODUCT 2,637.44 FREIGHT&FUEL SUBTOTAL 2,637.44 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,720.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743,7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,637.44 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE L PARTIES. "Seller"is identified in the"Remit To 7 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 1S EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THiS AGREEMENT. `3.-PRICES; TAXES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WiTHOUT,NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED.IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts.and promotional allowances. References to,"tons"theans short tons(2000 lbs.)unless otherwise specified. Any tax or other governmental charges now of 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 Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and'in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally.Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by-Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS.'-All orders are sd$jEct'to Seller's ability to make delivery at the time and in the quanfitie's'specified,and Seller shall not lie liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7.SHIPMENT COSTS/TRANSPORTATION 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 rcconsignment 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. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(1)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRiCE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE)OR OTHERWISE. Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the Products delivered hereunder in manufacturing processes of Buyer or in combination with other substances or otherwise. 10. INDEMNIFICATION. BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE PRESENT OR FUTURE EMPLOYEES.OFFICERS,DIRECTORS:SHAREHOLDERS,INSURERS,AGENTS AND REPRESENTATIVES (COLLECTIVELY,"INDEMNIFIED PARTIES"),FROM ALL,CLAIMS, LIABILITIES,DAMAGES,SUITS,TROCEEDiNGS,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 6r 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. C0m = _ ass� INVOICE Minerals — Page-1 of 1 - - - PLEASE'REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 5/5/2016 71483583 = 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-ALIGUSTROBBENSSONS - - 05/05/16 W16005 - 1•598585 -459$585- 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 UOM7 UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.4700 TN 104.00 2,648.88 SUMMARY: .. .. --- -- - —- -- — --—-- ---- -- PRODUCT 2,648.88 FREIGHT&FUEL SUBTOTAL 2,648.88 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,940.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,648.88 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> > > (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 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".tons"means short tons(2000 lbs.)unless otherwise specified. Any tax or other governmental charges how 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 Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by 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. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer on account of any defect in the Products shall be limited to the replacement of such defective Products by Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose,then Buyer shall be entitled only to a refund of the amounts paid to Seller for such defective Products. Subject to the notification of claim provision above,no action for breach of the contract for sale or otherwise with respect to Products will be commenced more than one(i)year after the accrual of the cause of action thereto. 9.LIMITATION OF LIABILITY. SELLER'S LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE NET PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE PRODUCTS INVOLVED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, 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,OFFIC_ERS,_QMECTORS,,SWEHOLDERS,INSURERS,AGENTS AND.REPRESENTATIVES (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 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 tothe 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.; — Compass — INVOICE ' Minerals — Page-1 of 1 PLEASE REMITTO/SELLER:'` FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P O BOX 277043 48-1047632 NET 60 DAYS 5/4/2016 71483189 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 05/04/16 W16004 1598583 1598583 - 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 25.4000 TN 104.00 2,641.60 SUMMARY: 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 1-800-743-7258 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 Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1.PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2.OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES;TAXES. EXCEPT AS OTHERWISE SPECIFIED iN THIS AGREEMENT,._PRICES ARE,SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, -UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotiotal.,allowances. References to"tons"means short tons(2000 lbs.)unless otherwise specified...Anytax 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 l&luded in Seller's price and will be charged_to and.paid by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its solejudgment, require such other payment terms as Seller deems appropriate,including fall or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terns by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fres,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force 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 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. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEM ENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's 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,SHAREIJQd DERS„INSURERS,_AGENTS AND REPRESENTATIVES (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 WITH APPLICABLE LAWS BY ANY INDEMNIFIED PARTIES. THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 11.SECURITY INTEREST. Buyer pants 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. Compass INVOICE Minerals — Page-1 of 1 - PLEASE:REMIT TO/SELLER:, - FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER PoszMaMINERALS AMERICA ox 48-1047632 NET 60 DAYS 5/3/2016 71482826 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 05/03/16 W16001 1598581 1.598581 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 25.6500 TN 104.00 2,667.60 - - SUMMARY: - ---- - - - -- - ,._. ------- — -- - - - - ---- PRODUCT 2,667.60 FREIGHT&FUEL SUBTOTAL 2,667.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 51,300.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>>> 2,667.60 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE > > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE L PARTIES. "Seller"is identified in the"Remit To"section and"Buyer"in the"Sold To"section of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2-.OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LiMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3. PRICES; TAXES. 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'SE.LLER'S PRICE IN EFFECT'ON THE SCHEDULED DATE OF S.HIPMENT. Prices on the iiivoieing docunieni are net of all applicable discounts and.promotiopal allowances. References,to.'.tons"means short(ons(2000 lbs.)unless'otherwise.specifie,d. Any tax or other governmental chaiges`now or heveafter levied upon production,severance,manufacture,delivery,storage,`consumption,sale,6se or shipment of Products ordered or sold are not included in Seller's price.and will be charg8d-to,and paid:by Buyer. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller.and(2)payment to Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("Products")are shipped,Seller has no obligation under any order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYMENT;CREDIT;PAST DUE ACCOUNTS. Buyer will make payment to Seller at the time and in the currency specified on Seller's invoicing document. Seller may,in its sole judgment, require such other payment terms as Seller deems appropriate,including full or partial payment in advance of shipment or by letter of credit. Credit payment terms must have the prior approval of Seller's Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by 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 cagier. 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. 8.WARRANTY/TIME FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,warranty,or any other claim under this Agreement within thirty(30)days of Seller's delivery of Products or such claim is waived. In the event of an alleged breach hereof by Seller,the sole remedy available to Buyer oil 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 accntal 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,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 represented4o 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 differentladditional 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/ezpiiation and the consummation ofthe transactions contemplated hereunder. IS an acKnowleogement that a bill of Lading nas been Issued and IS not the Vrlglnal BIII Of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. �- Shipper No. 7 8 Carrier No. 0 Date f�r Name of Carrier TO: / i` r FROM: Consignee r' - ;, =;. i1`i%. <: :C,. Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination _ Origin Cincinnati, Ohio 45233 Emergency Response Vehicle ,. Route Phone Number No,Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction Rate CHARGES TONS C. Da File # 6 When transporting hazardous materials include the technical or chemical name r .o.s.(not otherwise specified)or genen�cripliori of�?reriZl with appropriate UN or NA nu er as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in rase of incident or accident in box abo N - J REMIT C.O.D.FEE: C. AID ADDRESSSS: O.D. : PREcoo Amt: $ COLLECT❑ $ NOTE—Where the rate is dependent on value,shi ars This Is to certify that the above named materials are prop- Subject to Section 7 o1 the conditions,it this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or arty classified,described,packaged,marked,and labeled, - to the consignee without recourse on the consignor,the consignor shall $ declaretl value of the property. and are in proper condition for transportation according to sign the following statement: CHARGES The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per Signature (Signature of Consignor) except when box at ❑ are to be d ht is checked collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful ro ert ,thatever service to be performedhereundershallbesub'ecttoall the Bill ofLadin terms contract carriage andissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/l 72.202 "s , This Memorandum Is an aGKNOWIeugemenL InaI a t]III Ut Lacing nas Deen Issues ane is not me unglnal tdlll or Laoing,nor IT copy or duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. B 1:73'10 Carrier No. Date Name of Carrier TO: FROM: Consignee i� ..l.,,., r" -i.,, �,<.._ Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination ,,:,. :,,,::,�- , ,'�' Origin Cincinnati, Ohio 45233 ` Emergency Response Vehicle Route Phone Number No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction Rate CHARGES TONS eceive S5� D a# e': PO When transporting hazardous materials include the technical or chemicz or p,o.%.(not otherwise specified)or ric dos n ti of m dal with pp pdate UN or A number as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in b c e (� 1 REMIT C.O.D.FEE: C.O.D.TO: PREPAID ❑ ADDRESS: COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent on value,shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or arty classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall $ declared value of the property. and are in proper condition for transportation according to sign the following statement: CHARGES The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges S per Signature (Signature of Consignor)I except when box at are tbe d ht is checked ❑ collecc t RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,thatever servicetobe performedhereundershallbesubject toall the Bill ofLading terms contract carria eandissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SO % NC. CARRIER PER COMPASS MINERA g PER S C 01,) { S k/ I DATE 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172.202 - `" '- Is an acknowledgement that a bill of Lading has been Issued and is not the Original Bill of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. B 173,4 6 _ Carrier No. r Date Name of Carrier TO: FROM: Consignee ,` ;_ /,. Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination !. Origin Cincinnati, Ohio 45233 Emergency Response Vehicler,`,� Route Phone Number i f No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction Rate CHARGES ..y-3 TONSI Jul? f}`: J••r(vt f . When transporting hazardous materials include the technical or chemical name for n.o.s.(not otherwise specked)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. REMIT /� C.O.D.FEE: PREPAID A DR SOS: / COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent on value,shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or erly classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall $ declared value of the property. and are In proper condition for transportation according to sign the following statement: _ CHARGES The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box it charges per Signature except when box at are to be $ p g (Signature of Consignor) right is checked ❑ collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown);marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carfier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,thatever servicetobe performedhereundershallbesubject toall the Bill ofLading terms contract carriage and,issigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE 'HAZARDOUS MATERIALS MARK WITH'V TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR1172.202 �� _ is an acknowledgement that a Bill.of Lading has been issued and is not the Original Bill of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. .173171- . Carrier No. Date �� _f Name of Carrier TO: :�•. ..;` r FROM: Consignee ' _, `rr' ? = -�, . -:- Shipper AUGUST ROBBEN SONS, INC, Street Street 6500 Bender Rd. Destination Origin Cincinnati, Ohio 45233 Emergency Response Vehicle r Route Phone Numbera>' No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions (subject to correction) Rate CHARGES TONS �, : .�' ' *. r•L: c ecl 5 —�7/6 P/-�• r pari P�rs�-G� When transporting hazardous materials include the technical or chemical name for n.o.s.(not otherwise specified)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. REMIT _ �7�`� C.O.D.FEE: A PREAID El DRE S: /Y COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent on value,sippers This is to certify that the above named materials are prop-. Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or ,e%classified,described,packaged,marked,and labeled,, to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared alue of the property. and are in proper condition for transportation according to sign the following statement: The agr�or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per Signature (Signature of Consignor) except when box atare to be right is checked ❑ collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to'another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,thatever servicetobe performedhereundershall be subject to all the Bill ofLadin terms contract carriage and is signed by authorized representatives of both parties to the contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER &.AIERIALS COMPASS MINERALS PER DATE `f r .. / /^•/ r''. y _ LJ MARK WITH W TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49-CFR/172.2e2 �� ' - � ., � RA2gR ^� �� •, r,. � � ,. ' 1 � � ., r �� is , is an acknowledgement that a Bill of Lading has been issued and is not the Original Bill of Lading,nor This Memorandum a copy or'duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. 17350 Carrier No. D �. ate �_ r Name of Carrier TO: - y FROM: Consignee r, ' ;„• ',..f: ,- Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination `f,--, :- . , ,r - Origin Cincinnati, Ohio 45233 Emergency Response - Vehicle Route Phone Number No.Shipped Kind'of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction) Rate CHARGES TONS �' •`.� ,�' -''� 11/ a Date . s : .. U14/:)t/ T4•� When transporting hazardous materials include the technical or chemical na for n.o.s.(not otherwise specifie er ncy Communication Standard(HM-126C). Provide emergency response phone in rase of incident or accident in box a ve. - - - REMIT n C,O.D.FEE: ADDRESS: COD Amt: $ COLLECT ❑El$ NOTE—Where the rate is dependent on value,s peers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or erly classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall $ declared value of the property. and are,in proper condition for transportation according to sign the following statement: CHARGES The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per Signature (Signature of Consignor) except when box at ❑ are to be ri ht is checked collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as.to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,that ever servicetobe performedhereundershallbesubject toalltheBill ofLadin terms contract carria a"and issigned b authorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER 1 PER COMPASS MINERALS PER r S ff n DATE s, `y; r i 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR1172.202 t--•ti "•-'T .' ?�{ r.+/�`"r� Is an acknowledgement that a trill of Lading has been issued and is-hot the Original Bill of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. ' '7343 Carrier No. Date Name of Carrier TO: / t i FROM: Consignee f .in.4,, .•i - ";r .;_:. Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. f Destination r`_ r i s.;, Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone I Number No. Shipped Kind of Packaging, Description of Articles Weight Units S ecial Marks and Exce tions subject to correction Rate CHARGES TONS i When transporting hazardous materials include the technical or chemical name for n.o.s.(not otherwise specified)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency Communication Standard(HM-1260). Provide emergency response phone in case of incident or accident in box above. REMIT C.O.D.FEE: C.O.D.TO: �f PREPAID ❑ ADDRESS: COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent on value,shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or erly classified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared value of the property. and are in proper condition for transportation according to slgn the following statement: The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per Signature (Signature of Consignor) except when box at are to be right is checked collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of this Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the classifications and lawfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful property,that ever service to be performedhereundershallbesubject toall the Bill ofLadin terms contract carria eanl-ssigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER ' PER ONIPASS"NERM PER DATE DOUS MATERIALS MARK Hoc TO DESIGNATE HAZARDOUS MATERIALS AS REFEREN ED IN 46CFRA72.202 IS an aCKnowledgement Inat a bill of Lading nas been Issued and IS not the unglnal FSIII of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. 7 B 1334 Shipper No. Carrier No. Date Name of Carrier TO: FROM: Consignee 1 r tv`%�,C","ems W,: Shipper AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone Number No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions (subject to correction) Rate CHARGES rt _ TONS a � .r__ ,l. ✓€..;:�a r -in>�'�' - - p When transporting hazardous materials include the technical or chemical name for n.o.s.(not otherwise specified)or generic description of material with appropriate UN or NA number as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. REMIT C.O.D.FEE: PREPAID ❑ A DRE S: S / COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent on value shippers This is to certify that the above named materials are prop- Subject to Section 7 of the conditions,if this shipment is to be delivered TOTAL are required to.state specifically in writing the agreed or eriy classified,described,packaged,marked,and labeletl,.- to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared value of the property. and are in proper condition for transportation according to sign the following statement: The agreed or declared value of the property is hereby the applicable regulations to the Department of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Transportation. of freight and all other lawful charges. FREIGHT PREPAID Check box it charges $ per Signature (Signature of Consignor) except when box at El are to be right is checked collect RECEIVED,subject to the classifications and lawfully filed tariffs in effect on the date of the issue and conditions in the governing classification on the date of shipment. of.this'Bill of Lading,the property described above in apparent good order,except as noted(contents Shipper hereby certifies that he is familiar with all the Bill of Lading terms and conditions in the and condition of contents of packages unknown),marked,consigned and destined as indicated above governing classification and the said terms and conditions are hereby agreed to by the shipper and which said carrier(the word carrier being understood throughout this contract as meaning any person accepted for himself and his assigns. or corporation in possession of the property under the contract)agrees to carry to its usual place of NOTICE:Freight moving under this Bill of Lading is subject to the.classifications and)awfully filed delivery at said destination if on its route,otherwise to deliver to another carrier on the route to said tariffs in effect on the date of this Bill of Lading.This notice supersedes and negates any claimed, destination.It is mutually agreed as to each carrier of all or any of said property over all or any alleged or asserted oral or written contract,promise,representation or understanding between the portion of said route to destination and as to each party at any time interested in all or any said parties with respect to this freight,except to the extent of any written contract which establishes lawful ro ert ,thatever servicetobe erformedhereundershallbesub'ecttoalltheBillofLadin terms contract carriage andissigned bauthorized representatives ofboth partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER "y . :_ r,; r,>` ✓ PER COMPASS MINERALS PER DATE 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172.202 �'r,