160748 06/25/2008 CITY OF CARMEL, INDIANA VENDOR: 358405 Page 1 of 1
ONE CIVIC SQUARE ASHLAND SPECIALTY CHEMICALS
P 0 Box 7247 -7261 CHECK AMOUNT: $18,686.40
0
CARMEL, INDIANA 46032
PHILADELPHIA PA 19170 -7261 CHECK NUMBER: 160748
rA CHECK DATE: 6/25/2008
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
651 5023990 2500062186 18,686.40 OTHER EXPENSES
Invoice Ashland Specialty Chemicals JASH LANN 13.
Environmental Process Solutions
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REMIT TO: Ashland Specialty Chemicals Invoice No.: 2500062186
P.O. Box 7247 -7261 Philadelphia, PA 19170 -7261 I ri VO1Ce Date: 06/03/2008
WIRE: CITIBANK, N.A. New York, NY
ACCT. NO.: 30611494 ABA NO.: 021000089 Customer No: 4002505 /0702
S o 1 d T o: S h i p p e d To:
CARMEL, CITY OF CARMEL, CITY OF
WATER- WASTEWATER UTILITIES WATER WASTEWATER UTILITIES
760 3RD AVE., SW 9609 HAZEL DELL PARKWAY
CARMEL IN 46032 INDIANAPOLIS IN 46280
Delivery note: 97075126
Order taken.by: Sandy Surratt 336- 834 -4783
Salesperson: JOSEPH INDUSTRIES, INC.
Carrier: R L TRANSFER /GATOR FRTWAYS,
SHIP BY 06/04
PRAESTOL K274FLX
Your purchase order S11224
Item Material /Name Qty Unit Price Value in USD
000010 33280 PRAESTOL K274FLX IBC 1000L 50
Shipped Date: 06/03/2008
6.00 TE Batch 0805536
13740.00LB 1.02 1 LB 14,014.80
2.00 TE Batch 0805549
4580.00 LB 1.02 1 LB 4,671.60
Final amount 18,686.40
Terms of PPD SHIPPING POINT (Freight Prepaid)
Terms of payment: Net 30 days
WATER TECHNOLOGIES SALES TERMS AND CONDITIONS R,
1. Defined Terms.
1.1 "Proposal" means the proposal to which these terms and conditions are attached.
1.2 Equipment" means that equipment supplied to Customer as detailed in the Proposal.
1.3 "Water Treatment Program' means the provision by Ashland of trained manpower to:(a) Provide all treatment products and Equipment as
detailed in the Proposal; (b) Inspect Ashland the Equipment;and provide replacement parts the Equipment; (c) Collect and anylyze pertinent water samples;
(d) Provide system checks and reviews of program controls complete with written progress report; (e) Provide operator training covering product
application, safe handling, routine testing and troubleshooting; and (t) Monitor the operating parameters of Ashland treated systems.
2. Warranties Remedies.
2.1 Ashland warrants that when applied according to Ashland's specifications its Water Treatment Program will protect to industry standards
against corrosion, fouling and scale in the Customer's water handling equipment during the Term (as hereinafter defined). ALL OTHER WARRANTIES,
MERCHANTABILITY IMPLIED, ND F FOR PARTICULA PUI2 BOYFEXCLUDED CLUDING THE WARRANTIES OF
2.2 The warranty provided in Section 2.1 is expressly conditioned on Ashland's initial and regular inspection of the treated equipment using
visual and mechanical methods as accepted by the water treatment industry.
2.3 If at any time during the Term the heat transfer surfaces of treated equipment become fouled or scaled at a rate greater than accepted
by industry standards, and such fouling or scaling interferes with proper heat transfer, the surfaces will be chemically cleaned by Ashland at no additional
charge and Ashland shall be liable for the direct damages suffered by Customer resulting from a breach of the foregoing warranty; rovided however, in
so event shall Ashland be liable for direct damages during any Contract Year (as hereinafter defined) in excess of tie amount paid to Ashland as fees
for such Contract Year. "Contract Year" shall mean each twelve -month period during the term of this Agreement commencing on each Effective Date or
the applicable anniversary thereof. The remedies provided for in Section 2.3 and this Section
2.4 are Customer's exclusive remedies and Ashland's exclusive liability under this Agreement or otherwise and IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH
THIS AGREEMENT OR THE SERVICES PROVIDED.
3. Indemnification.
3.1 Subject to Section 3.2 Ashland agrees to protect, indemnify, hold harmless and defend Customer, its subsidiaries and related companies,
and the officers, directors, employees, workmen, agents, servants, and invitees of Customer its subsidiaries and related companies (hereinafter an
"Indemnitee from and against all losses, damages (including by not limed to punitive) demands, claims, suits, and other liabilities including reasonalble
attorneys' fees and othe ex penses of litigation, related to a third party claim against an Indemnitee for (1) bodily injury including death at any time
resulting there from and (n) damages to all property including loss of use thereof and downtime (hereinafter a Claim'), which directly result from
Ashland's negligent acts or omissions or willful misconduct in connection with Ashland's performance under this 7g
3.2 The indemnification provided to an Indemnitee under Section 3.1 shall not extend to Claims or any portion thereof caused by the
negligence of the particular Indemnitee making the claim for indemnification.
4. Insurance.
4.1 Ashland shall keep in force the following insurance during the term of this Agreement: (a) Comprehensive Liability Insureance covering
all operatons performed under this Agreement, in the amount of $1,000 ,000.00 per occurrence for bodily and property damage combined; (b) AutoAs�lle
Liability In
covering all vehicles used by and in the performance of any Agreement, in the amount of $1,000,000.00 per accident for bodily
injury and property damage combined; and (c) Workers Compensation and Occupatinal Disease Insurance in compliance with laws of the state where the
Water Treatment Program is performed.
4.2 Ashland shall furnish certificates to Customer evidencing that such insurance coverages are in force and providing that thirty (30) days
written notice be given to Customer prior to any material change, non renewal, or cancellation thereof.
4.3 All insurance policies of Ashland described in Section 4.1 (except for a waiver of subrogation against Customer and its employees aand
agents and will name Customer and its employees and agents as additional parties insured thereunder provided however, that such extension of coverage
shall apply only to the extent of Ashland's indemnity obligation set forth in this Agreement.
5. Termination.
5.1 This Agreement may be terminated by either party on ten (10) days prior notice to the other party in the event such other party
becomes insolvent or files a petition of bankruptcy or a petition of bankruptcy is filed against such other party and is not dismissed within sixty (60)
days.
5.2 This Agreement may be terminated by either party on ninety (90) days prior written notice in the event of a material default by the
other party in performing its obligations hereunder if the party in default has not cured such default within such ninety (90) days or if the default is of a bl
nature that it is not capae of being cured within ninety (90) days, the defaulting party has not commenced steps reasonalbly designed to cure the same.
6. Customer's Premises.
6.1 This Agreement is based upon information which the customer has supplied to Ashland. In the event the information supplied to
Ashland changes, Ashland shall have the right to notify Customer in writing of required changes or corrections to be made at Customer's expense or
required increase in fees and if Customer fails to agree to make such changes in the products, services and equipment or fees provided hereunder within
thirty (30) days of such written notice, then Ashland shall have the right to terminate its services hereunder without any liability on the part of Ashland.
Customer herby grants Ashland the right of access to Customer's premises al all reasonable time to perform the services herunder. Failue to provide
such access shall be grounds for Ashland, to terminate this Agreement at any time without any, liability on the part of Ashland.
7. Equipment.
7.1 Title to the Equipment shall at all times remain in Ashland. Customer will give Ashland immediate notice in cas any Equipment is levied
upon or becomes liable to seizure. At the conclusion of the Agreement, Ashland may enter onto Customer's property for the purpose of removing the
Equipment and Customer will grant Ashland reasonalble access to its property for said purpose.
7.2 All Equipment provided will be used only to supply chemicals in connection with this Agreement.
7.3 Customer (unless specified differently in the Proposal) will provide all material and labor necessary to install Equipment in accordance
with all applicable federal, state and local rules and regulations.
7.4 Customer will keep the Equipment insured for the benefit of Asland. Customer will not undertake any act which will affect Ashland's
right, title, or interest in the Equipment. If the Equipment is stolen, destroyed or damaged beyond repair, Customer will pay Ashland its replacement
value.
7.6 If Ashland supplies GENEROX Chlorine Dioxide generators the customer- acknowledges that, unless properly cotitrolled, the generation of
chlorine dioxide can be a hazardous process. If not handled under safe conditions, spontaneous combustion or explosion can result. Customer will
become familiar with and follow all safety precautions in accordance with industry standards, applicable governmental rules and regulations and as directed
in the safety and handling instructions and warnings distributed by Ashland. Customer further acknowledges that is has been advised by Ashland that
unauthorized modifications to the Equipment can result in safety hazards.
8. Force Majeure.
8.1 Neither party shall be liable or deemed in default for failue to perform or delay in performance due to any reason beyong its control,
including, but not limited to, acts of God, acts of nature, acts of goveernmems, fire, flood, accidents, shortages or scarcity of material or fuel, or
inability to obtain transportation, providing the party invoking this provision shall give the other party timely notice of inability to perform or deliver.
For the purposed of this Agreement, labor disturbances shall be presumed to be beyond the control of the parties.
9, Con purposed Information.
9.1 In the course of their communications, Customer and Ashland may disclose Confidential Informaton to the other. For the purpose of
this Agreement, "Confidential Information" shalt mean any information related to either party's product plans, designs, costs, prices, names and
qualifications of employees, mantes, mar eting plans business opportunities, research, development, or know -how; and any information designated by
the disclosing party as confidential in writing or if disclosed orally, reduced in writing within thirty (30) days and appropriately designated as
confidential The party receiving Confidential Information shall: (i) for a period of three (3) years after such receipt, maintain the confidence of such
Confidential Information and use all reasonable efforts to prevent unauthorized dissemination; and (ii) will use said Confidential only in connection with
its performance, or receipt of performance, under this Agreement and for no other reason. Notwithstanding the foregoing, this Agreement shall impose
no obligation with respect to maintaining the confidence of Confidential Information which: (1) is generally known as available by publication, commercial
use, or otherwise throughh no fault of the receiving party; (2) is known by the receiving party at the time of disclosure and is not subject to restriction;
(3) is independently developed or learned by the receiving party; (4) is lawfully obtained from a third party which has the right to make such disclosure;
or (5) is released for ublicaton or use by the disclosing party in writing.
9.2 The S�ONOXIDE Ultrasonic Water Treatment System (the Sonoxide S stem which may be used in connection with the Water Treatment
Program, is patented and proprietary. Therefore, embodied within the Sonoxi e ystem is information which should be considered Confidential
Information and subject to the restrictions of Section 10.1. Customer shall not to reverse engineer, disassemble or create an equivalent of the Sonoxide
System or allow others to do so.
9.3 The obligations contained in this Section 9 shall survive termmination of the Agreement.
10. Entire Agreement; Amendments.
10.1 This Agreement is intended as the final expression of the parties' agreement and is a complete and exclusive statement of the terms
thereof. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary or mofify the written terms hereof, and neither
party shall claim any amendment, modification or release from any provision hereof by reason of course of action or mutual agreement unless such
VOUCHER 085701 WARRANT ALLOWED
358,405 IN SUM OF
ASHLAND SPECIALITY CHEMICALS
"PO BOX 7247 -7261
PHILADELPHIA, PA 191707261
Carmel Wastewater Utility
ON ACCOUNT OF APPROPRIATION FOR
Board members
PO INV ACCT AMOUNT Audit Trail Code
2500062186 01- 7182 -05 $18,686.40
Voucher Total $18,686.40
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, h
price per unit, etc. r
Payee
358405
ASHLAND SPECIALITY CHEMICALS Purchase Order No.
PO BOX 7247 -7261 Terms
PHILADELPHIA, PA 191707261 Due Date 6/16/2008
Invoice Invoice Description
Date Number (or note attached invoice(s). or bill(s)) Amount
6/16/2008 2500062186 $18,686.40
hereby certify that the attached invoice(s), or bill(s) is (are) true and
orrect and I have audited same in accordance with IC 5- 11- 10 -1.6 v
Date Officer