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HomeMy WebLinkAbout302093 08/22/16 CITY OF CARMEL, INDIANA VENDOR: 368932 ® ONE CIVIC SQUARE COMPASS MINERALS AMERICA CHECK AMOUNT: $****31,267.60* ?� CARMEL, INDIANA 46032 PO BOX 277043 CHECK NUMBER: 302093 9•J,�T�N � ATLANTA GA 30384-7043 CHECK DATE: 08/22/16 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 71508324 2,613.52 OTHER EXPENSES 601 5023990 71508325 2,589..60 OTHER EXPENSES 601 5023990 71508785 2,568.80 OTHER EXPENSES 601 5023990 71508786 2,647.84 OTHER EXPENSES 601 5023990 71509134 2,601.04 OTHER EXPENSES 601 5023990 71509561 2,563.60 OTHER EXPENSES 601 5023990 71509950 2,623.92 OTHER EXPENSES 601 5023990 71511188 2,650.96 OTHER EXPENSES 601 5023990 71511256 2,575.04 OTHER EXPENSES 601 5023990 71511257 2,605.20 OTHER EXPENSES 601 5023990 71511699 2,636.40 OTHER EXPENSES 601 5023990 71512100 2,591.68 OTHER EXPENSES VOUCHER # 162331 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 71508324 01-6180-03 2,613.52 y "l l f5©$3`7-5 c Q 51T11.Lab, 67 ? 25t-Z'Sb.. l(5b��t3q fib\PUq Its k �. Voucher Total �E3 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 8/6/2016 Invoice Invoice Description Date Number - (or note attached invoice(s) or bill(s)) Amount 8/6/2016 71508324 2,613.52 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 Conz 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 7/22/2016 71508324 ATLANTA, GA 30384-17043 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 -07/22/1.6 W160 162331 5. 1623315 SO CARRIER RAIL./TRUCK# EQUIPMENT TYPE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.1300 TN 104.00 2,613.52 SUMMARY: - - ---- — ----- - - - PRODUCT 2,613.52 FREIGHT&FUEL SUBTOTAL 2,613.52 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,260.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-1743,7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,613.52 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.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:r.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. K.PRICES; TAXES. EXCEPT.AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, - LESS 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 tbs.)unless otherwise specified. Any tax or other governmental charges newer hereafter levied Th production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered of sold are not included in Seller's price.and wilLbe 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 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 15%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 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 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 inderrunify 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 oil 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 OTiiERWISE. 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 CLAIbIS, 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 Sellcr 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 ofthe transactions contemplated hereunder. Comp ass INVOICE Minerals Page-1 of 1 PLEASE REMITTO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE.NUMBER P COMPASS OX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 7/22/2016 71508325 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-AUGUSTROBB ENSSONS ----07/22/16- W160 1623319 _ 1623319. _ 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 24.9000 TN 104.00 2,589.60 SUMMARY: - - --- -- ---- - --- - : - - - - -- - -- --- - --- - ---- -- -- - ---- PRODUCT 2,589.60 FREIGHT&FUEL SUBTOTAL 2,589.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .49,800.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,589.60 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.nasall.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 ofan invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No terms in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/different terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY 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 updii: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 subject to,Seller's ability to make delivey at the time and in the quantities specified,and Seller sha11 not b-d 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). Buycr shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer,or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT 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 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 othenvise. 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)(COLL'ECTNELY,""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. Buyers ants 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#: PAYMENTTERMS INVOICE DATE INVOICE NUMBER COMPASS MINERALS AMERICA P 0 BOX 277043 48-1047632 NET 60 DAYS 7/25/2016 71508785 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 07125/16- - W1600 1623330 -- 1623330 SO CARRIER RAIL ITRUCK# EQUIPMENTTYP 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 24.7000 TN 104.00 2,568.80 SUMMARY: - - - - - --- ---- ._-. _ - -- - -- -- - -- PRODUCT 2,568.80 FREIGHT&FUEL SUBTOTAL 2,568.80 STATE TAX COUNTY TAX CITY TAX - MESSAGES: TOTAL WEIGHT . . .49,400.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,568.80 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 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. 2:OFFER. No ternis.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 ::E`�PRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. PRICES;"TAXES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL.BE-INVOICED, GESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are het of all ?:t�licable discount's and promotional.allowances. References to."tons"means short tons(2000 lbs.)unless otherwise specified., Any tax or other governmental charges now or-hereaRc'r levied 5PM production,severance,manitficmrc,delivery,storage,'con'suinption,sale,use or shipment of Products ordered or sold are not included in Seller's price and will-bc.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 am order submitted by Buyer(and may cancel the order at any time prior to shipment). 5.PAYi1'IENT;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(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 arc"subject t6 Seller's ability to nuke delivery at the time and in the quantities specified,and Seller shall not be liable'for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force 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 othenvise 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 NONINFRINGENIENT. 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 ANYINDEMNIFIED 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 terminationiexpiration and the consummation of the transactions contemplated hereunder. — Compass INVOICE Minerals — Page-1 of 1 v PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 7/26/2016 71509134 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 07/26/16- W1600 1623332 1623332 SO CARRIER RAIL/TRUCK# EQUIPMENTTYPE F.O.B. FREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.0100 TN 104.00 2,601.04 SUMMARY: ---- - - -- --- --------- -- - - ---- - - - - ------ ----- - - PRODUCT 2,601.04 FREIGHT&FUEL SUBTOTAL 2,601.04 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,020.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> >> WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,601.04 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 Terns and Conditions of Safe("Agreement")relate or are attached. 2`F OFFER. No termi 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, PRiQES ARE,SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL,BF INVOICED, '.-UI LESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on,the invoicing .do netof all _._.z2' re plicable discouRls and promotjonpl allowances. References to."tons"means short tons(2000 lbs.)unless otherwise specified. .Any tax or other governmental charges now or liekeatter levied - -upon production,severance,manufacture,delivery,storage,consumptiori,sale,use or shipment of Products.ordered or sold are not included in Seller's price and will be charged to and paid by Buver. 4.CANCELLATION. Orders may be canceled by Buyer only upon(1)written or oral notice to Seller and accepted in writing by Seller and(2)payment to'Seller of reasonable cancellation charges to be solely determined by Seller. Except as otherwise agreed in writing,until the products identified in Buyer's purchase order as accepted by Seller("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 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-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 defivcry at the time and in the quantities specified,and Seller"shall not be liable for damages for failure to make partial or complete shipmenvor for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeurc event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by Buyer.or delay in unloading shipments at the delivery point that are the fault of Buyer. 7. SHIPMENT 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 NIAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.,Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR NONINFRINGEMENT. Buyer must notify Seller of any claim with respect to Products,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 atter 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 filly paid. Seller may file any financing statements and give notice of such security interest to third parties as Seller may determine to be necessary to perfect such security interest. 12. LEGAL COMPLIANCE. Buyer and its employees/agents (1) will comply with all applicable U.S. federal, state, local and foreign laws and regulations, including the U.S. Export Administration Regulations,the U.S.Foreign Corrupt Practices Act,and the U.S.Patriot Act,as amended from time to time(collectively,"Laws");(2)will not subject Seller to any claim,penalty or loss of benefits under the Laws:and(3)will cooperate with Seller in any audit/inspection relating to the Laws. Upon Seller's request,Buyerwill deliver a certificate to Seller in a form provided by Seller,certifying such matters as requested by Seller,as required by the Laws,or pertaining to Buyer's intended use of 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/expirdtion and the consummation of the transactions contemplated hereunder. Compass — INVOICE _ Minerals — Page-1 of 1 p PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 7/25/2016 71508786 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-A UGUSTROBBENSSONS _- 07/25/16 W1600 , - 1623331 1623331 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 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. . . 50,920.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 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 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,OTIIERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WiLL BE INVOICED, _i4A3I SS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document'are'rict of all applicable discounts,and promotional allowances. References to".tons"means short tons(2000 lbs.)unless otherwise specified. Any tax or other governmental'chirges no%V or Hereafter levied .:;ul1&_pro6ction,sc4crancc,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold are'noi included in Seller's price and will be cluit' ,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 Seiler("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 quiihtitfe's'specified,and Seller shalFriot 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 Buycrs 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 CLAI NIS. 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(INCLUDIN(I 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 CLAiNI 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 famished 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 p PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 7/28/2016 71509950 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 07/28/1G- - W1600 1623337-. -- - 1623337 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 25.2300 TN 104.00 2,623.92 SUMMARY: --- - - - _—.---- ---- - - - - --- PRODUCT 2,623.92 FREIGHT&FUEL SUBTOTAL 2,623.92 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,460.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-17437258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,623.92 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE >> > (Terns and Conditions of Sale are also available at www.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 Terms and Conditions of Sale("Agreement")relate or are attached. 2. OFFER. No tertrvs in Buyer's bid,purchase order or other form shall be binding upon Seller. Seller rejects additional/diffcrent terms in such Buyer's documents. SELLER'S OFFER IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. 3.;P_RiCES;TAXES. EXCEPT AS OTHERWISE SPECIFIED 1N THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, U�-ESS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OFSHIPMENT. Prices on theinvoicing document are net of all appjLpble 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 :..:Lgaiproduction,severance,manufacture,delivery,storaec;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 Sellerat 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 fetter 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 clue 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(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 (COLLECTIV.ELY,_,"INDEMNIFIED PARTIES'), FROM ALL CLAIMS, LIABILITIES,DAMAGES,SUITS,PROCEEDINGS,COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS'FEES)(COLL;ECTIVELY,"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. Ti IIS 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.Partial 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#: ` PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 48 1047(632 NET 60 DAYS 7/27/2016 71509561 _ 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 _ 07/27/16 W1600 _ _1623334_ _ _ 1623.334 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 24.6500 TN 104.00 2,563.60 - SUMMARY: — - — - --- - - PRODUCT 2,563.60 FREIGHT& FUEL SUBTOTAL 2,563.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . .49,300.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY>> > 2,563.60 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 SELLER'S PRiCE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing-documenf are net of all ab icable discounts and,promotional allowances. References to"tons"means short tons(2000 Ills.)unless otherwise specified. Any tax or other governmental'charges''now or hereafter levied uPoh 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 fixture deliveries or require reasonable assurance ofpayment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terms by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall nofbe 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 HATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges.for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buyer. Buyer will assume title and risk of loss concurrently in accordance with Sellers 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 anytime 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 NONfNFRINGEM 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 o£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, NVHETHER 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 hercoL 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 tennination/expiration 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. 7 B 1801 Shipper No. ° Carrier No. Date " Name of Carrier TO: FROM: Consignee ,� ;r,.,.' < ;' t ;..'s... :'; Shjp er AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. i 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 Exceptions subject to correction Rate CHARGES ✓J TONS ✓ J `.j�� c 3 611 Lc�-f-i .�" east SSG• �,'� . .,. ... � 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: PREPAID A ❑ 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 ery 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 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 performedhereundershallbesub'ecttoall the Bill ofLading terms contract carriage andissigned bauthorized representatives of both partiestothe contract. r SHIPPER AUGUST ROBBEN SONS, INC. CARRIER,,' PER PWPASS MIN yJ LS PER !/t Z21-51 Z-- DATE - /ssf r�f• i '�! �J' 'HAZAR S MATERIALS MARK WITH->VWDESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CM172.202 Is an aCKnowieagement mat a t5111 Ot Lacing nas Dean Issuea ana Is not the Vflgmal nut or Lacing,nor. This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. 6 B 1702 Shipper No. $��7 Carrier No. : f Date Name of Carrier Consi nee ` - ' ,' F`. !r, Shi per AUGUST ROBBiEN SONS, INC. Street Street 6500 Bender Rd. Destination t' Origin Cincinnafi, Ohio 45233 Emergency Response Vehicle r r Route Phone Number No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction) Rate CHARGES TONS , xr Recerived 1, k. ACCT # : 10011 - 14 -Al . �3 When transporting hazardous materials include the technical or chemical name or n.o.s. not otherwise specified)or generic ber 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: ry PREPAID ❑ ADDRESS: r COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent cn value,shippers This' enify that the above named ma erials 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 edy cla ified,described,packaged,marked,and labeled, to the consignee without recourse on the consignor,the consignor shall CHARGES $ declared value of the props rty. 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 are to be ri ht is checked at El 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 performedhereundershallbesub'ecttoalltheBill 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 W TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172.202 IS an aaKnowleagement till toll Or Laaing nas Deen Issued and IS not fire unglnal bill of Lading,nor - This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 17806 Shipper No. Carrier No. Date,-/-' z Name of Carrier TO: f ; — ' 'FROM: Consignee ' . r`- ;i' `:..:! ! Shipper AUGUST ROBBER! SONS, INC. Street Street 6500 Bender Rd. Destination ,• r 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 i G2Rate t 7 �n T� When transporting hazardous materials include the technical or chemical nam n. t otherwise specified)or u bar as defined in US DOT Emergency Communication,Standard(HM-126C). Provide emergency response phone in case of incident or accident in box abo REMIT / /f C.O.D.FEE: A DRESOS: / /� VOD Amt: $ COLLECT �PREAID $ NOTE—Where the rate is dependent on value,shippers This is to cedify 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 labeled, to the consignee without recourse on the consignor,the consignor shall $ declared value of the property. and are in prop condition for transportation according to sign the following statement: CHARGES The agreed or declared value of the property is hereby the applicable epartment of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be not exceeding Trans p i of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per Signature (Signature of Consignor) except when box at 0 are to be d ht is checked collect RECEIVED,subject to the classifications and lawful) filed tariNs in f ct 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 toal[the Bill ofLadin terms contract carnage andissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER W,_e;'-r;,. i `Y _ PER COMPASS MINERALS PER ' 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. B 17817 Shipper No. Carrier No. • Date Name of Carrier TO: i :' ?,: FROM: Consignee t- :r;:r;;,.%_.t +-_-,. 11..•,_ .,... Ship er AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination ,` ' =t.;- (� „r`f.:: Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone I Number No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction Rate CHARGES 3 TONS 3S9 0 d•✓-C 1. l/I-'• Date : 7/L7/ 11277 - � i ap ti ` Lr Use ! When transporting hazardous materials include the technical or chemi _ 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 A C.O.D.FEE: PREPAID El ADDRESS: COD Amt: $ COLLECT ❑$ NOTE—Where Ida rate Is deplMdent on value,s ippers 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 tollowing 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 FREIGHTCHARGE 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)1 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:Tfiisinotibe'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 understan`ding;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 eztentof:ariy written contra&iwhich establishes lawful; property,thatever servicetobe performedhereundershallbesub'ecttoall the Bill ofLadin terms contract carriage andissigned bauthorized re resentatiiiesohboih partiestothe contract. T SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE _ 'HAZARDOUS MATERIALS MARK WITH"X'TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172.202 - Is an acKnowleagemeni mat a tsm or I_aoing nas Dean Issues ano Is not me unglnal bsnl or t_aomg,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. 17811-2 Shipper No. Carrier No. Date Name of Carrier TO: ;.r, FROM: Consignee �J 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 l F i C 3 li t1` "4•: 'r jr'"' l4 rt.b;u ACAC IM, When transporting hazardous materials Include the technical or chemical name for n.o.s.(not d nate UN or NA number as defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in rase of incident or accident in box above. REMIT C.O.D.FEE: C.O.D.TO: — A PREPAID El ADDRESS: VOD Amt: $ COLLECT [:1$ NOTE—Where fhe rate is dependent on valte,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 erty 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)I 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 dale 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 performedhereundershallbesub'ecttoall the Bill ofLadin terms contract carriage andissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER tr_ PER COMPASS MINERALS PER „ Ai DATE 'HAZARDOUS MATERIALS MARK WITH'X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172.202 y ' IS an acKnowleagement tnat a uill or Laamg nas Dean Issuea ana IS not the unglnal Cul of Lacing,nor This Memorandums copy or duplicate,covering the property named herein,and is intended solely for filing or record. 17843 Shipper No. B Carrier No. r Date Name of Carrier To: 1 1 %" :7%' ;' -r hipper SAUGUST ROBBEN SONS INC. Consignee Shipper Street Street 6500 Bender Rd. Destination < .' _ I' ;_. Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone Number No.Shipped Kind of Packaging,Description of Articles Weight Units Special Marks and Exce tions subject to correction Rate CHARGES TONS , °�/ f 1 ate - J eb G �yJ ------------ When transporting hazardous materials include the technical or chemical name for n n iTpeci�).pr generic description of (aria( it rop' UN or NA number' defined in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. 1 C.O.D.FEE: REMIT !/1 PREPAID ❑$ C.O.D.TO: 2 / U�Pr //(� $ COLLECT ❑ ADDRES •', NOTE—Where the rate is dependent on value,shippers This is to certify that the above named materials are prop- .. t 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 consign, e consignor shall $ declared value of the property. and are in'b roper condition for transportation according to sign the following statement: CHARGES The agreed or declared value of the property is hereby the appl(cable regulatio s to th epa risen(of The carrier shall not make delivery of this shipment without payment FREIGHT CHARGES specifically stated by the shipper to be-not exceeding Trans/p/o�atign.� / of freight and all other lawful charges. FREIGHT PREPAID Check box if charges $ per l' .+ Signature (Signature of Consignor) except when box at ❑ are to he right is checked collect RECEIVED,subject to the classifications and lawfulIMAIed 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 a4arent 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 service lobe performedhereundershall besub'ecttoalltheBill ofLading terms contract carriage and is signed by authorized representatives of both parties to the contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE 'HAZARDOUS MATERIALS MARK WITH"x'TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 4eCFR/172.202 ISan acKnowleagement mat a[]III OT Laatng nas oeen Issueo ane Is not me Vnglnal t$tll Or Laoing,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. . B 1.7840 Shipper No. Carrier No. Date Name of Carrier TO: f ) FROM: AUGUST ROBBEN SONS, INC.i er Street Street 6500 Bender Rd. Destination # 'j 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 LNS DATE - p .x - AU;Y .t' 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 �f C.O.D.FEE: C.O.D. : COD Amt: $ COLLECT ❑$ PREAID ADDRESS: 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,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 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)1 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 respectto this freight,except to the extent of any written contract which establishes lawful property,that ever servicetobe erformedhereundershallbesub'ecttoalltheBill ofLadin terms contract carriageaiidissi nedb authorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. A CARRIER PER COMPASS MINERALS PER DATE 'HAZARDOUS MATERIALS MARK WITH'X°TO DESIGNATE HAZARDOUS MATERIALS AS RFfERENCED IN 49CFR/172.202 - - _ VOUCHER# 162405 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 71511188 01-6180-03 2,650.96 , 1D9.`C) LIT l 3 >S"9< 'a- Voucher Voucher Total -9G� 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 8/12/2016 Invoice Invoice Description Date Number for note attached invoice(s) or bill(s)) Amount 8/12/2016 71511188 2,650.96 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 — Com,pass _ 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 8/2/2016 71511188 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 P BILL OF LADING ORDER NUMBER ORDER TYPE 10995-AUGUSTROBBENSSONS 07/2.9/16 W((005 1623336 1623336 SO CARRIER RAIL/TRUCK# EQUIPMENT TYP 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 25.4900 TN 104.00 2,650.96 - -SUMMARY: --- — - -- -- - - --- - --- - - - -- - - - - PRODUCT 2,650.96 FREIGHT&FUEL SUBTOTAL 2,650.96 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT. . . 50,980.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > WE APPRECIATE YOUR BUSINESS IN US DOLLARS 2,650.96 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."Qi?FER. 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. PRICES;"TAXES.- EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, ...U3ti6GSS OTHERWISE SPECIFIED IN THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing docurirent'are net ofall ap)i.ieabic 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 I if.production,severance,maridfacture,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 Buyers financial condition generally,Seller reserves the tight 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 defatdt 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 Scllcr 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. Buycr 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 it claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely resjionsible for the care,condition,damage or loss of railcars used to deliver the Products until the railcars arc released empty by Buyer to the rail carrier. Without Seller's prior written approval, neither Buyer nor any of its employees/agents will divert or export any such railcar to anywhere outside the continental U.S. Even with such Seller's approval,Buyer remains fully responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. S.WARRANTY/TIME FOR 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 CLAIDIS, 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 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. Compa S INVOICE Minerals Page-1 of 1 PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER P COMPASS OX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 8/2/2016 71511257 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 08/02/16 W1600/5> 16.25870 162587.0 SO CARRIER RAIL/TRUCK# EQUIPMENT TYPE F.O.B. IFREIGHTTERMS TERRITORY 76599 178 - PRODUCT DELIVERED TRUCK C08 TAX STATUS TAX ID# RELEASE# SALES REP EXEMPT 0031201550 - C08 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 COARSE ROCK SALT Y 25.0500 TN 104.00 2,605.20 -:- SUMMARY: - --- -- - - - - - - - - -- ----- --- - - , .- -- --- PRODUCT 2,605.20 FREIGHT&FUEL SUBTOTAL 2,605.20 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . . 50,100.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-17258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,605.20 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE L 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, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, EJBILESS 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 apglicaEle 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 tipan production,severance,manufacture,delivery,storage,conssurnption..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 decors 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 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 majeure event). Buyer shall be liable for any added expenses incurred by Seiler 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 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 famished 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/TINIE FOR MAKING CLAIMS. Seller warrants only that it will convey good title to the Products and that,at the time of shipment,the Products will conform to the published specifications of Seller.Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KiND,EXPRESSED OR IMPLIED,IS MADE BY SELLER AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR 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.LItMITATION 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 ATTORNF S'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 famished 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 CONiPLLANCE. 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 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/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 48 1047632 NET 60 DAYS 8/2/2016 71511256 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 . 08/0.2/16 W160 1625868 1625868 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 24.7600 TN 104.00 2,575.04 SUMMARY: _, ..- ---- - - -- — -- - -- - — PRODUCT 2,575.04 FREIGHT&FUEL SUBTOTAL 2,575.04 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT . . .49,520.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800,743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,575.04 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 of an invoice to which these Terms and Conditions of Sale("Agreement")relate or are attached. -Z 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 1 PRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. -3_a1RICES"'rx ES. EXCEPT AS 01-1-IERWISE SPECIFIED IN THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, -_LLiLESS OTHERWISE SPECIFIED 1N THIS AGREEMENT,AT SELLER'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net ofall ;apjilicable discounts and.prontotional allowances. References to,"tons"means short tons(2000 lbs.)unless otherwise specified. Any tax or other governmental'charges now o'rlieieafter.levied 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 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 enenry(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 thult of Buyer. 7. SHIPMENT COSTS/TRANSPORTATION NIATTERS. Unless otherwise specified on Seller's invoicing document,all transportation charges, including,but not limited to, Seller's and carrier's charges for notification prior to delivery,demurrage,switching,detention, delay in unloading,diversion,or reconsignment shall be the sole responsibility of Buycr. 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 most be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage 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 i\IAKING 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 reftmd 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 OTIIERWISE. 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 acknowledgmentfacceptance 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/expiration and the consummation of the transactions contemplated hereunder. On'ipass INVOICE Minerals Page-1 of 1 p PLEASE REMIT TO/SELLER: FEDERAL ID#: PAYMENT TERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP 0 BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 8/4/2016 71512100 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 08/04/16 W160 , 1625893- 1625893 - 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 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 1-800-743-7258 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 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 Salc("Agreement")relate or are attached. 2..0FER. 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 Eu;RESSLY 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, ::.UI9-1�ESS 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 ..'SpRf7 ablc discountg and:promotiopal 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 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 Sellers Credit Department and must be specified in writing on Seller's invoicing document. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer's financial condition generally,Seller reserves the right to stop shipment on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or require reasonable assurance of payment,and in the absence thereof,to cancel,without liability,the unfilled portion of Buyer's order. A finance charge of the lesser of 1.5%per month(18%- APR)or the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. Amounts owed by Buyer with where there is no dispute will be paid without set-off for any amounts that Buyer may claim are owed by Seller. Buyer agrees to reimburse Seller for all attorney fees and court costs in connection with default of these payment terns by Buyer. 6.DELAYS. All orders are subject to Seller's ability to make delivery at the time and in the quantities specified,and Seller shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Seller shall not be liable for delays or defaults in delivery caused by forces not reasonably within Seller's control(including but not limited to delays or defaults by carriers,extreme cold weather,partial or total failure of Seller's intended production,transportation or delivery facilities,etc.,floods,fires,storms,or other acts of God,war or act of public enemy(or civil disturbance),strikes,lock-outs,shortages of labor or raw materials and supplies(including fuel),acts or omissions of Buyer,action of any governmental authority,or other force majeure event). Buyer shall be liable for any added expenses incurred by Seller because of Buyer's delay in furnishing requested information to Seller,delays resulting from order changes by 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 repot furnished by the local agent of the carrier in order to support a claim. Upon transfer of the Products'risk of loss to Buyer, Buyer is solely responsible for the care,condition,damage or loss of 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 ENIPLOYEES,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 panics: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. Conipass INVOICE Minerals Page-1 of 1 PLEASE.REMIT TO/SELLER: FEDERAL ID#: PAYMENTTERMS INVOICE DATE INVOICE NUMBER COMPASSMINEP O BOX 277043 48-1047632 AMERICA 48 1047632 NET 60 DAYS 8/3/2016 71511699 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 .08BY 6 W1600 1625890 1625890 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 25.3500 TN 104.00 2,636.40 SUMMARY: PRODUCT 2,636.40 FREIGHT& FUEL SUBTOTAL 2,636.40 STATE TAX COUNTY TAX CITY TAX MESSAGES: - TOTAL WEIGHT . . .50,700.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-600-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY> > > 2,636.40 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE> > > (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.-0FFER. 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'_-?RICES: TAXES. EXCEPT AS OTHERWISE SPECIFIED IN,THIS AGREEMENT, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, _ :CSS ESS 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 aoicable discouni$and promotional allowances. References.to"tons"means short tons(2000'tbs.)unless otherwise specified: Any tax or other governmental charges now or hereafter levied --open production,severance,manufacture,delivery,storage,consumption,sale,use or shipment of Products ordered or sold are not included in Seller's price and will bre 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 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 quadtitics 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 most be made by Buyer against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage 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 fittly responsible for and shall promptly reimburse Seller for all claims,losses,costs,expenses,liabilities,penalties,demands and taxes directly caused by or incidental to such use of the railcars by Buyer. 8:_NVARRANTY/TIME FOR 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 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 aCKnowleogement tnat a bill Or Lacing nas Dean Issuea ana IS not the Linglnal bill Of Lacing,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. Shipper No. 17842 Carrier No. Date 1 d Name of Carrier TO: FROM: Consi nee „ > , Y: Shi per AUGUST ROBBEN SONS, INC. Street Street 6500 Bender Rd. Destination ;y. Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone Number No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions tions subject to correction Rate CHARGES TONS . f? ., i _`•r„.,� J. t 3:::4 F i`s, '' .rr 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. PREPAID DS: / Con Amt: $ COLLECT E$ NOTE—Where the rate is dependent on vallue,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 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 El are to be rix 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,tha'eve o ert ,thatever serv)cetobeperformed hereundershallbesubject toall the Bill ofLadin terms contract carria e.andissigned bauthorized representatives of both partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER PER COMPASS MINERALS PER DATE ;� `' .%.:'�:%` f r t�•' ^" .HAZARDOUS MATERIALS MARK WITH"V TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR/172.202 y ` IS an aCKnowleagement Inas a t ill Ot Lacing nas Deen ISSUea ano IS not the unglnal VII of Lacing,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 17876 Shipper No. Carrier No. Date Name of Carrier Consignee `!� Sh Aper 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 TONSDATR :R •r j'�j J C h.' - 7 When transporting hazardous materials include the technical or chemical name n.o.s. of 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 a REMIT C.O.D.FEE: C.O.D.TO: �f PREPAID ❑ ADDRESS: VOD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent on value,shippers is to certify that the above named mate als 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 y 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 Checkl)pz;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 property,thateve o ert ,thatever servicetobeerformedhereundershallbesub'ecttoalltheBillofLadin terms contract carriage andissigned bauthorized 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 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. -75 - Shipper No. 1, 78 Carrier No. Date Name of Carrier TO: FROM: Consignee :.:?; ;.; ,,._..(.,,.= Shipper AUGUST ROBBEN SONS, INC. Street St-reet 6500 Bender Rd. Destination ;,. __.r`,. Origin Cincinnati, Ohio 45233 Emergency Response Vehicle Route Phone Number f ;; No.Shipped Kind of Packaging, Description of Articles Weight Units Special Marks and Exceptions subject to correction Rate CHARGES TONS Re ceived! 0-i V6.1i A;C CT /ur When transporting hazardous materials include the technical or chemical name for n.o. - efined 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: A DRES_ / COD Amt: $ COLLECT ❑$ NOTE—Where the rate is dependent o value,shippers This is to certify that the above named materials are prop- Subject to Section 7 o1 the conditions,if this shipment is to be delivered TOTAL are required to state specifically in writing the agreed or edy 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 wihout 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 erformedhereundershallbesub•ecttoalltheBillofLadin terms contract carda e`andissigned bauthorized re resentativesofboth partiesto thecontract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER . ^r i:...•_: _: :;_ i,,o-(.F-r/ PER COMPASS MINERALS PER ;l' /if, X DATE .�// 'HAZARDOUS MATERIALS MARK WITH"X"TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 4eCFR/172.202 ��^ Is an acKnowleagement mat a bill or Laamg nas peen lssuea ana is not the Unglnal.Bm of Lading,nor This Memorandum a copy or duplicate,covering the property named herein,and is intended solely for filing or record. B 17899 Shipper No. Carrier No. Date l F% Name of Carrier Consi nee ( ='A,.- . =_ FROM: AUGUST ROBBEN SONS, INC. Street _ Street 6500 Bender Rd. Destination ::::_,'I.- ;, _..? ''-, Origin Cincinnati, Ohio 45233 Emergency Response Vehicle f Route Phone Number No.Shipped . Kind..of•Packa Ing, t, Weight Units S ecial on rrecl3on Rate CHARGES TONS F 16 are : PO k5 ;,i When transporting hazardous materials include the technical or chemical name fol1_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 one in case of incident or accident in box above.,/ REMIT C.O.D.FEE: C.O.D.TO: PREPAID ADDRESS: COD Amt: $ COLLECT ❑$ NOTE-W ere h rate is defendant on value,sAppem 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 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 slythe 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)I 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,thatever servicetobe performedhereundershallbesub'ecttoall the Bill ofLadin terms contract carriage andissigned bauthorized representatives ofboth partiestothe contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER (:I;; PER COMPASS MINERALS PER 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 17888 Carrier No. Date >r - Z/1 Name of Carrier Consignee %'`%'}„ft, 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 tocorrection) Rate CHARGES TONS r ._ J✓ � -/ .-l'..X- ,'i-.. Lir /%`r' .i t. - U 111 __ Date .0. (0 - ;< -PVx ACCT When transporting hazardous materials include the technical or chemical name for n.o.s.in, UegsggGpecified)or generic descdpt n of material with appropriate UN or NA number as defin d in US DOT Emergency Communication Standard(HM-126C). Provide emergency response phone in case of incident or accident in box above. �j c7 REMIT C.O.D.FEE: C.O.D.TO: PREPAID COD Amt: $ COLLECT ECT ❑$ DRESS`. 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 edy 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 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 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 toalltheBill ofLadin terms contract carriage and is signed by authorized representatives of both parties to the contract. SHIPPER AUGUST ROBBEN SONS, INC. CARRIER; - f / PER COMPASS MINERALS PER DATE f s6 'HAZARDOUS MATERIALS MARK WITH"X'TO DESIGNATE HAZARDOUS MATERIALS AS REFERENCED IN 49CFR7172.202 .,....,._.��...��..._aK�.�._f......_._�__.«.. . ._ . :� A. . d ` ' "� _ _ _._...tea_.._.--_..�._.-. _. .Y- _."•" _ ___�. = 3 �'• ....a i t .. _ d �1 " —,,-,. t _ _ � ..