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157185 03/05/2008
CITY OF CARMEL, INDIANA- VENDOR: 358765 Page 1 of 1 0 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CHECK AMOUNT: $9,141.64 to CARMEL, INDIANA 46032 PO BOX 277043 ATLANTA GA 30384 CHECK NUMBER: 157185 CHECK DATE: 3/5/2008 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 70149251 1,523.00 CHEMICALS 601 5023990 70155585 1,565.18 CHEMICALS 601 5023990 70156622 1,526.05 CHEMICALS 601 5023990 70156686 1,494.87 OTHER EXPENSES 601 5023990 70160114 1,526.05 OTHER EXPENSES 601 5023990 70162157 1,506.49 OTHER EXPENSES V/ North American Salt Company I NVOICE A Compass Minerals Company Page 1 of 1 PLEASE REMIT TO: FEDERAL®@: PAYMENTTERMS INVM:eDATE INIJOIGENUMBERR �`R.AN�TA2GAa oas4 -7o43 48- 1047632 NET 60 DAYS 1 2/$/2008 70140251 sou) TO: 402129/C54512 C54512 SHIP TO: 5058081 CS54514 CARd1EL UTILITIES CARMEL UTILITIES 345U W. 131ST STREET 5484 E. 125TH STREET UNIT OF AMERICA UNITED tT IN O AMERICA PEIM OATEN cusrc wnPO OLLOPLAMM ORDPRKUMBER OflQEflTYPE 10995 AUGUSTROBBENSSONS 01/31/08 W0803E 162897 1 162297 SO CAMBER RAILITRUC:K& 9uuv TYi5! P.CIEL Fluum'Fr TERM TERRITGRY 76599 SHIPPING POINT DELIVERED TRUCK B22 TARSTATWS TARIDO RELEASES SALES REP EXEMPT 0031201550 B22 Pnwur.T DESOMPTMI TAX QUAMM UOIS UMT PR E EXTENDED PROE 7517 BULK COARSE LA SALT Y 24.9100 TIC! 51.14 1,523.00 SUMMARY: PRODUCT 1,523.00 FREIGHT a FUEL SUBTOTAL 1,523.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 48,820.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,523.00 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Ter. sabaaon<kftud3t btmTam nandGoWearm orssmon ew,woma sift alhh&Iwo CREDIT NOTE rr�"$ andcort�ioe. oR .alaaisaha US I US DOLLARS TERNVT AND C0NDIrj,j(,t\S OF SAIL L OFFER. No leitn, by Buyer ill it" Dai. Purchase OTdcl •lh,•r Imin shall 1%: upon tile Sellcr agreed in w,iling by the Sell•r Buy�l rs hLic-bv A' the Seller's to and rc,vt,ou cf tilo, adtfiool; ;li or different terms in 1S11ver'.s hid. Purctli,c Order.- a4ri-wloogmcvil, <it allcY (ornis. THL SE1 1,Fk'S PROPOqAl, 1 EXPRESSLY LF 11:1) TO ACCHITANCE UPON THE AND CUNDVIIONNS CONTA INLD I lElIFTN, 2, PxYMENT. Buyer rtes to snake print, o-, at Seller's location i,nd at tile time spl on the Scllcl iilicmg documcin in Llirful money ojftt;.,• sash. The SOIC: ulay, in its sole jud,-llwnt, require. st% I'llicT PaylTIC111 terms as :l decrits apploprie'u" iliciud-ing full or 1,trllal pay llient in adv,ulcc of shipment or by lcuir of ctedi 3. PAST DUE ACCOLNTS. A Finance charge (if' tile lesser of I- per month i 18 APR.) or the hrt.last talc permitted by Liv will be asses on all pa,l due accounts interest charged ou :t [last due invoke,' tc ill be assessed fiom ilia date of the illv0ACC, 4. PRICES. EXC•IT AS 011 IERNVISI. SPFCJFIRD IN THIS OFFER. PRICES APF, SUBJECT FO. CI IANOI, WITHo( T NOTICE. ORf)ERS WILL BE INVOICFf), UNLESS OTHI'MVISE SPECII-lbC) IN THIS OFFFR-,T'fHI- SELLFWS PRICE IN EFFEC1 ON TI-IF SCHEDULED DATE OF SHIIINIFNT. Price; on the iuvoicint document are net of all applicable discount, and promotional iWovarices. Any quest by the bu yer, about the basis or accuracy oll"this pricing must be submitted to etc seller in wrifinj5 within 60 days of the date, of the invoice 5, C4NCELIX17ION AND MOINFICATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by the Sellei and r payment to the Sol cruf ivasonabIc cancellation charge it) be solely determine(] by ill', Seller. 6. CREDIT. Credit patmcnt terms rim't have the prior approval of the Seller's Credu Departrneut and rnut be specified in tki on the Scller)r invoicing document, if at any 6mv fiijycr'� financial lespkillsibility becomes impaired or ullsalisl'actur, to the Seller, Seller re the b L11 .top shipment, oo Buyer and to demand payment in 3diallet! M at the time ofdchvcry lot fatale dcliicnci or to )equirc other rccurity sab il, the Seller, and i�; i)c ahsctict: thereof, to cancel, without liability, ilia unfilled portion ofthis -coinitiet. 7, TAXES. Any tax ;jr other govct now or fiervid'ier levied upon prodt,czio!i, cevetance, manufacture, delivery, I wee, coll vI%i- or shipment ofl?olducts ordered or sold will bk charged to and paid by the Buyer. Such taNc ate not covered in tv .Seller's price, 8. PEt AYS. All orders ir; accepted sul�jt..-,I. the Seller abilil, .o make delivery at uw little and in the; ilo:,n�itics spccdied, ml 1c,e Seller sbJ 1;ol h, i!ahlc lot diu.i- ��cs fill fuilme lu Ili.jLc partial ot Compici'. �Jupmelll or for delay in rnakjllg� Ilipmeuus the fiti vr ;eels bo Habit: for lal�, adders expenses i:1, by tile, hellos' because because Buyer's ,relay in furni,tun ivqliusled infunnauon it, the Seller. delays rc,ufting from olocr li;io�,ei by the Hu,ve delay in unload;tv, shipments ill 0ciiiery point that art: the fault of Bugcr. file Seller hall not `Il; li;,I)lc for delay, or defliult, in delivery b y forces iwv, nd it, control uiJt but rot hili;ted to floods, fitv.. msmns, or other ac(,, of (.loci, by will- or act o: public enemy' (or k i;il disturbance), link -outs, sbuo,g of labor or raw in;ktcrials and supf (including fuel; ill 1 tioisport:,tioli ,an of oquiprilcm shorm, or failure., aioioli of tiny suv,rnmrrtul tunhornx or other conditions het oad the Seller's ru,ollat)lc control 9. SHIPMENT COSTS. 1!tde�s otherwise on the Seflvr's invoicing doculllc;o, all transi)UNall"It includiri llut not limited ill, catrj,:I" charges lw prior to dtdi :r, demurrage cauz,,d by lluycr, delay ill juloading, dkcr or rccotiA grunciii w;l he paid by it 10. 'I RANSPORT RISKS AND CLAIMS. Pi,k of loss and tail io Products tratN;'cr, to the Buyer upjil 'I"I"ery at the Ft +.11, point ;denTified oy the Seller's iljvoie;Ilg document 01, wceipi of title, the liil,er is then re for proper protcc!i:m wf Products link] c wilh all rv.;nilaflons and ordinal.,•, and will ma"llin:17V the St"Hor a'4aiusl all claims fur il>,iurje& or propel y damage arising fri-! t suxragc, use at iiandlitig of such Allii!l, for damage or in transa tiais*. he made by the Btiv,;r against the Carn,t. The Buyer ha, 11, rc :i, cl shir iiWul, w (Wring unloading to idt;nfif\ au.' sash datmigw or <hwiagL and see thill appropriate notation i5 ;niidc on the delivo,v tackets or au ill,pvc:km rcportfurimb(.6 hv local IiLcnt of the carrier in of der to support it clairil, 11, 1VARRANTY."lute S,'llcr warrant, Oul\-- (,):it it w ill (:OIIV,'V gO-.)',i title ill the Pl0dUCI tM tildl. at the Wile ,hipnl=t, tile Jiro du, a ill conform to th. published specifications of the Seller's spccde are subject lu change at ally Jim, without notice to Rover. NO OTHYR '&ARRAN'ry ov �\NY KIND, FXPRP,SSED OR ININ 11q), IS MADE BYSH LER, INCLUDIN6 ANY INIPLIED WAPRANTiFS OF Nli RCHANTAHIH I 'T OK fit 17NESS FOR Jai- 1, W PURPOSE, Fld I ale :)f the Buyer witlun� tiiwy day, after eccipt of the Product d'A it cred [lei Cunde, to give notice Jill I I Product is lit 4 v. -c v a shat! 1 an unqualified iti-,f!p1ance of such pmdncl and it waiver wt I I clairns with respect whereto. I li "VQ fit of all alfc=ed hwitch hereof by the the sole rcul""k available to ill(; GIV, ti On account Ill' allY &1 in the plo(:Z.,% 11 be I I'll i I vfI ft ce It ere it "such defQcfi'c pr"duct by the St:11cr, in the event the ccovId'y provided hernia hall be devoted to fail•d it, esstW!:t 11"i-li the: ;twill fit wily to a refund o: the iunount paid to the Seller fm stele f Product. 12. LIMIT-VUON OF LIABILITY. THII BUYER SHALL \01 BE ENTITLED TO RECOVER FROM SEI.LFR INCIDJ•XIAL. OR CONSFQf DANIAGES OR INCLUDING. Bt I NOTIAIAITH) 10, THOSE INCURRED ON ACCOUN I (T QUAL11YOR AMO(JN P RODUCT TV FRED OR Tlif. �ON-DFLIVFRY OF PRODUCT The Buyer it"unics all risks :Ind liability lot ow, I dXTVWC 10 pel',Vns or property lesultilill fie IT' the use of the ticoduct delivered hewundev in manufacturing fIrOCeSSCS Of the ?5J\'L in conibivation with other sub,,I:uwe� >,r otherwise. 13. PA ITNTS.The ScEte agrees to defond,ezd DoAeCL the Buyer Toss or d ua,c '11 mng out of ieg-f action for direct P010111 olfl ingeoleat in (:)Hll 'c6011 'A ith tt:e �c•17,•r's mamtfactur 0 1'ruducf, pn tf =e ticller is nitiiied r•rctnptly of auty such tenon with c•onrplcit; tnfurnratiunand rs ,�r,;:n an opportunity tv.d,'f..•n(f. 14. SECURITY INTEREST. The Buyer licw'm grants to the Seller and the Seller fxrJ,v 1clair's a security intcicst in all l fiiniisfIed by the ,ollm cued the piocueffs thereof until the purchase price thc.t;jorc is fully paid. 13:- a�rces Co exe such finaricin,', 1cof^v Qnts and otherdOLtInIV1111 :1% Seller lWky 11"IeCtuille to be nccevary to perfect such security interest 15, GOVERNING LA Any agreement based on tile acceptallee of this offer .halt he construed in with and by the Lase il State of Kama, provided that dch terms ;hall be <,m erned by INICOTF'RMS its published by the International Ch:mibvr ol 16. ASSIGNABILITY, '%ny agreement based oil the, acceptant ol offer shall not be assigmil by the W v, "ithout the prior wtilmll COrseilt 01 thc Seller and any without such con,un: shall be Vold. 17. EWIRE AGREI If accepted this offer and the term wi the Seller invoicint document coli'daric tile entire agru of sale and purchase of the product riarried herein. No modification of this A shall be of any force or eftoi i unless in wilting and ,awed by site pa sought to be bound thereby, and no modification shall be lTtcctcd by the acknowledgment or acceptance of purchase order loons containing djfftWllt LLrll]N 01 condition,. /Ay/ North American Salt INVOICE Company A Compass Minerals Company Pam- i of i PLEASE rFEMRTO: FEDERAL 66: PAYMENlTTEFfMS it.yor-EMATE morcEMwam TLAN A ?G aws4 -703 48 -1 04 7632 N 60 DAYS 1 211212008 70155585 SOLD TO: 462129 SHIP TO: 505808 I CS54514 .CARMEL UTILITIES CARAMEL UTILITIES 3450 131ST STREET s4a4 E. i 26 TH STREET UNITED STXtS OFF AMERICA UfNI ED STATES OF AMERICA SKWPEDFHCM FATE MWI-EQ CUSTC)SEHFD MLF.CF:LAORM CiPSlEFO"WAIMIR CMDEFFTYPE 1m5- AUGUSTROBSEhISS S celil /08 WGm5W 1£5751 155751 So CAPRM" PWLITWUrK# F°6M APURMTYFR F'Ca l3 PIREdGM Te135% TERt�TCNY 75599 SHIPPING POINT DELIVERED TRUCK B22 TAASTA rus -FAX ""0 FOUASE0 SALES PEEP EXEMPT OW 1201550 B22 PRmur. 7AX auAtmTv UOM I Ut9T PFUCE I Ex io FRcE- 7517 BULK COARSE LA SALT y 25.x} TN 01.14 1.505.18 SUMHART PRODUCT i;555.18 FREIGHT &FLIEL SUBTOTAL 1,555.18 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 51,200.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 -743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,505.18 This 3x15 a}Ccoda iseubomtb0 m Tormn znd GondlUDm of 3:fton@w ravamazlda-vt 9t lrnaL CREDIT MOTE tT�ns�sdC�nd3) afsofSsla ,ns�+a �.s.� �mr.n�.ae.e�n,}. IN US DOLLARS US Texxy AND CONDITIONS /nrSALE 1. OFFER. mo terms um, Buyer /"x" hid. Purchase um..cknowled other form sba:'b. upon the ,ze, in writing b the uylm,u hereb vmm�ofou.eur's,h. and r,�� an addii/wu: wum*rent t,,up.`uu bid, m,,omOrder. a(A=°leu ",""..,/~in^. THE SE PROPOSAL /sexpxsxs/xuy/rpuro A UPON THE TERMS AND coN'nITmNs cnnr,Amcox/aom, 2. PAYMENT Buyer a make payment atmyu,*,lo"at ion and at t li"ic sp,-Q/n"/= the s^/u,*, invoicing docume lawful mone "//tlevu.T Seller may, in its sole judgment, re mch other pa te"is as it deerns app°p^e, includin f orpmial of �hipn=x°b kit=a ouu. 3. PAST DUE ACC Ao (lie lesser of 1.5% per mono (/u xpx or the u permitted b�, IaA wil I be as\mied on all past d= acc""^. Interemch*ge./""" p due invoice °mb"msesm fi°m the (title m.lie ionice. 4. Pmcoe 17XCEP I' AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WIT1101 T NOTICE. ORDERS WILL BE INVOICLI), UNLESS OTHERWISE SPECIFIED IN THIS OFFFR, ATTFIESE PRICE IN HFFF(A ON-11 IE SCHI.Df.TFF) DATE OF SHIPMENT flri the invoicin document are net ofall applicable m" and prom ^'w=m"m. An ov,^/"n,,ythe buyer. u^ul the hau`ma,racyvrox, pric/n must besubinmed* the seller /"writin within ou da "ruv date ^r the invoic cXNco.LAn0N AND MODIFICATION. ma be canceled h,u"'" onl upon written oral notice x./x' Seller subse "ccu*,uin °,x/" and pa m,xvoa/", (if reasonable cancellation a."r solel oo/m,""."do S°n"` 6. CRE Cre payment te must have ou prior approv .fmc Seller's e, ^n"Nin==,ma"=phe sp.cioo/,^w'.00e oil the s'o,,',invoicin ax"m"uxatmvtimeu"yer fin mnm" hi//( beum"w/rn Or"m^m"lor the om" Selicr icserves the rig ^.top hipm=' oil p"ncatio"m nvye` ;And m000au payrnent m advance mm the little aomiv/ryx"future, deliveries mw.up/re other se satisfactory the x")lcr, and in/»"absence thereof, m cancel. without liabilit the unfilled p ooy,contract, 7. TAXES. An tax m other ovem"entuamrge now mhereafter levied up production, sem*=.mmuwcture. deliver `."ra use or shipment of Products mu"edm sold will char tou"u paid the Bu Such ^om".e not covered the o"ner'`price, H. DELAY ci delivery at the little. and in tire quantilic& spocified, kind the Seller s nor be l iabl e for damages for failure to make partial or complete shiputent or for the delay in making sbipment& The Buyer shall be liable for an idded expenses incurred by tire Seller because of Buyer delay in furnishing icque infonnation to the Seller, delays resulting front order cfiauge� by the Btrvei or delay in unloadin shipments a deliv po t ha t a t he f o B J bo Sell s _t bc liabl delay m de d f or c es i w y on d 4� c ont r ol i bu t sw/mu* floods. fires, storms (it ,mx acn"/Gu'by°mor°^"rfitiuic enciny ^x civil o/stu"baoce %mk" l sh of labor m raw mm,iiauand sup (includin �mm�u�a./an�""*�m�mc"�"v.��"/awn,ommmoumu"^/.m��/m°emm"mauw/ooww=ao"�a�" bey the Seller'q.mmnablecontrol. u mnpNImmrcoorm.o"��mhem/sens"nu/= t Seller's inv document, tilt transportation char includin bi" not limited to, cani,C""hmge" for notific pri w deliver, oenruj"^ge caused by Buyer, dela it) u m=isi"^mrem"si will be paid t x.�� /uruANwvomr RISKS AND CLAIMS. Risk of' loss and title to Pro ti to the Buyer upo delive at t r0,13, point identifi or) file Seller's invoicin document. o".ecuin'of title, t Bu a t responsible for proper protection wfp,u"". and compliance with all and ordinances and will in fire Seller against all claims for personal i .r pr damage arising (to the stora use .vliano//" ou/."" for dam shorta /u transit m"p/emade b the Buyer ^g:/nu the c",.i"n The n"xu, has the .v"pm^an/rm inspect shipments before. vrdurin unloading to identif any such uum^ge or shor and see that appropriate notation /sm°uw tire oa/=* tic man inspection rep f /w t local a ofm" carrier order support vv/^/.m u. WAmmANrsmo Seller warrants only that will convey g ood uue~ the pr and /hm.* the little ^mmpocot. the product will "~xvmm the published mecmcm/wm of' tile mo= Seller's Specm"w/.m" mb�jow to change at any ,inio wit notice to Buyer. NO orxeu wAnuxwrY OF ANY mwu EXPRESSED OR IMPLIED, IS MADE BY SELLER, INCLUDING ANY IMP WARRANTIES OF MERCHANTABIIAI'Y OR FITNESS FOR A IlARTICLJ- LAR ponpono. Faovo"/mo Bu °u.i^ thirt pmuu'u after receipt (if the Product delivered h,.m"u'ru, give. notice t such v".uu",is not .°wwarr shall be at) un ^ccm",mz"rm"hp"ovv and Waiver "ruu"/ainwWilli res theiclo. the event m art alle breaelli hereof by theSeller. the,ole retnu ^vaiublewfire Buyer on account w defoct in the product a"nbe limited mthe rephice incur m=m defective prod bv (lie xx/lec In the, event the re"m/provided herein shall bodommeoto have, failed its essen pi their tire Bo s he omm"/ only m"nxund of tire .m^"o�pam the e/� f mcuo,ozuv,pmoou, 12. j,jmnxuuN o/, LIABILITY. THE uovan SHALL NOT BE swr/rLoom nscovsx FROM xou.sn INCIDENTAL ox cowonVocwn^L )AMAGES OR EXPVNSI.`.S, INCLUDING, BUT NOThIMITEM TO, THOSE INCURRED ON AC:CO0NT OF THE QUALITY OR AMOUNT (IF PRODUCT' nuuvsxsooxT/smowusL/voxv OF PRODUCT 'rhc Bu assumes all risks ""o//xbnx/ for tin dama to p,="n^or propert remx/" the use 'f tile prod delivered bla manufacturing procesm"of`heo"xerm fit combination will) ot substances or"*^rw/o. /3./:/rcmTu.Thv Seller xq=,m defend and protect file Bu a /o,,or damage ar/,/"� out .x/, notion for direct patent infringement connection with t Seller's manufacture ,r,""lu". provided the Seller m notified pmmv/v"r any such action with complete /uw,=ti"" and i� Ig op md"fe.a, /4. SECURITY xNxnumar1 lie Bu here g rants m the Seller and tire Seller u"ay retains use"ur''murc* it) all r"od=t^ furnis b and 'tic p^U,Is.hercol', until 'h" purc price t is fully naio� Bu a *""ec"tc Such financin a,'"""o,^ and other .i'c".""ell� Seller or"ec^m^ryw perfect such cvmvinte=t. I.S. GOVERNING LxIVk.xn /amo".'�= =p� ��aao shall �=^o�a accordance °^m /'/o and m o u* °""=u��"��^"^°/ ou..^x,v",,uoothat '/a/,"� m^"so/.unbv g overned »x/mcuo emmx", m".^he,^/c,m°"`, u. ASSIGNABILITY. Art Ug"m`m' k3~a"" t ac'epxmcc. or* this offer shall not bc.n° b tire, nuz, without tire prior =`o" ""a"m" the S"nuand an pnmn"« assi without ,rich unsemsh" he void, /z mvr/usAoocxAIEwr/f="eptea.th*"m,andm"e"""""o"ua/er'°i"../ci"ua="mv^".ns/it./"o"e"tire a and p""/a.�e"/the product named herein. w,.n000i""d^o"/ this Agreement shall /~"/o« force m effort ""/soi"".x/u signed the F a tties sou u'b, bound mo.r/ m s b, acknowled or"="m"cc"l7p.m"se order fom°"ontairri" terms m*n//ti.w. AY/ North American Salt Company, A Compass Minerals Company INVOICE Page -1ofi PLPASeReNTTO. P®MAL10 0: PAYI.�M'TCHMS INV�]IC+EQAT2 J INvorCIIliJAwa" P. AAA E GA -7043 48- 10 4 7632 NET 60 DAYS 2113 12008 70156622 SOLD TO: 402129/C54512 SHIP TO: 5058481 CS54514 CARMEL UTILITIES CARMEL UTILITIES a 3450 W. 131 ST STREET 5484 E. 126TH STREET UNITED STA`fES ©F A UNITED ETA ES O AMERICA a 9IfgP®T'RKz9 DATlWID"PED CIPSTCf n10 MLLC6'LADHiG chm"Ntmim" cnDEHTYPT 1o%5 AUGUSTROMENSSONS 02112108 W0805W 165755 166755 SO j CAMMH @AIL /THUCK0 ampa6eFtiTYP�' Y.01L PHlITdiTT[num T®IICTOHY 76599! SHIPPING POINT DELIVERED TRUCft B22 TAXSTATUS TAXID9 FLELEASQII 5AL6HCP EXEMPT 0031201550 B22 PRODUCT DESOMMON TAX QUANnTY UOM UW r PRXiE EXTENDED PRGE 7517 BULK COARSE LA SALT Y 24.96W TN 81.14 1,526.05 SUMMARY: PRODUCT 1,526.05 FREIGHT FUEL SUBTOTAL 1,526.05 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,920.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,521105. WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thl, aooaafa Sub 15 9wTarmsandConiBbrmdS.amomlho ml'enw skwof1hfflimoka CREDIT NOTE crareas +ecan�wimots`msiesieo s enera.ruvstLcarn� IN US DOLLARS UR 71_'RNTS AND CONDITIONS OF SALE' 1. OFFER. No tents stated by Buyer fit its bid, Purchase Order, acknowledgment, or other forni shall he binding upon the Sellcr except as expre sly agreed in writing by the Seller. Buyer is hereby noli6ed of the Seller's objection to and rejection of any additional or different terms in i dyer's bid. Purchase Ch der. acknowlcd�tnent, or other forms, 'rHE SE"LLER "S PROPOSAL IS EXPRESSLY 1,11'AITEiD TO ACCEPTANCE iJPON THE TFRMS AND CONDITIONS CONTAINED HFRk IN. 2. PAYMENT. Buyer agrees to make payineul al Seller's location kind at the Uuic specified on the Seller's invoicing doctinent in lawful money cif the U.S The Seller Wray, in its sole judgment, require such other paynieot leans as it deems appropriate, including full or partial payment it) advance of shipment or by letter of credo. 3. PAS "p DIJE AC(A)UN1.S, A finance charge of the lessei of ,L5 per ruonth (18% APR) or tht; highest rate permitted by law will he assessed oil all past dui i accounts. interest charged on a past dire invoice will be assessed front the date of the iuvoicu. 4. I'R1C'I',S. EXC:k3PT AS O'pHiatNV[SP: SPECIPIE?D IN THIS Off ER. PRICES ARE SUBJECT "l'O CHANGE WI'i'HOtJT NOTICE. ORI)k!iRS WiLL BE fNV('.)ICED. UNLESS OTHERWISE SPEC:il-11A) IN THIS OFFER, A'f'I'llE SELLER'S PRICE iN EFFECTO N 'I'll E SCHEDULED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any, questions by the buyer, about the basis nr accuracy of this pricing must be submitted to the seller in writing within 60 days of the date of the invoic t; ('ANC E.LLATION ANU DIOD[FICA'IION. Chillers may be canceled by Buyer only upon (i) whiten or oral notice to the Sellcr srtbseyuently accepted in writing by the Seller and (2) payment to the; Seller of reasonable cancellafiou charges to be solely determined by the Seller. 6. CREDIT. Credit payment terms most bave the prior approval of die Seller', Credit Department and Must he specified in writing on the Seller's invoicing document, If at any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller, Seller reserves the right to stop shipment, nn notification to Buyer and to dernand payrnenl in Adv,wce or al'rhe tittle of delivery _for future deliveries or to require other security satisfactory to the Stiller, and in the absence thereof', to cancel. without liability, the unfilled portion of this contract. 7. TAXIS. Any tax or'rnher governmental charge flow or hUreaftor levied upon production, severance, manufacture, delivery, storage, consumption, sale., use or nhifnneiii of Products irrdered or sold will lie_ghar'ged to and likii d by the Boyer. Such uixes are not covered in the Seller's price. 8. DELAYS. All oidcrs• art accepted subject to they Seller's ability to make delivery al the time and in the geiantitics specified, acid the Seller shall not be liable for damages for failure to make partial of complete shipment or fill the delay in making shipmems, The Buyer shall he liable hot any added expanses incurred by the Seller because of Buyer's delay in furnishing requested infornttttion to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that arc the fault of Buyer. The Seller shill not be liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods. fires, storms, or other acts of God, by war or act of public enemy (air civil disturbance), strikes, lack outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, hansponalion service or equipment shortages or failures, action of any governmental authority or other conditions beyond the Seller's teasonable control. fl, SHIPMENT COSTS. UrleSs otherwise specified on the Seller's invoicing document, all transporuttinn charges. including. but not limited to, carrier's charges for notification prior to deliver, demun'age caused by Buyer, delay in unloading, diveision. or reconsigruneut will he paid by the Buyer 10. TRANSPORT RISKS AND CLAIMS, Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. paint identified on file Seller's invoicing document. On receipt of title, the Rover is then responsihlc for proper protection of Product,: and compliance with all regulationb and ordinances and will nufetnniiy the Seller against all claims for persunad injuricb or propery damage arising from the storage. u, c of handling of' such Products. Claims for damage or hostage in transit inns{ be made by the Buyer against the Carrier. The Buyer has the responsibility to itlsl)ect shipments before or during unloading i r identify any such damage or shortage and see (hill appropriate notation is inade on the delivery rickets or an inspection report furnished by the local agent of the carrier in order to support a claim, 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that, at (lie little cif shipment, the product will conform to the published specifications of the Seller. Seller's specifications are subject to change at any tittle without notice to Buyer, NO OTHER WARRANTY OI' ANY KIND, EXPRESSED Oil IMPLIED, IS MADE BY SELLER, WC LUMNG ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer withing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not a, so warranted shall be an unqualified acceptance of such product and a waiver of till claims with respect thereto. In rile event of an alleged breach hereot' by the Seller, the sale remedy availably to the Buyer on account of any defect in the product .Shall he limited to the replace- ment of such defectivo product by the Seller, In the event the remedy provided herein shall Ire (teemed to have failed its es.sewial purpose, then the Bu) cr shall he entitled only to a refund of the anounts paid to.the Seller for such defective Product.. 12, LINUT. -MON OF LIABILITY. THE BI.IYER SHALL NOT BE F,NTITLi'.D TO RECOVER FROM SELLER INCIDENTAL OR CON'SEQl.JI:NT1Af, DAYIAGRS OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED ON ACCOIJNT OF THE QUALiTY OR AMOUNT OF PRODUCT DRI •f VERED OR T'HI: NON DELIVERY OF PRODUCT. The Buver assannes all risks and liability for any damage to persons or property resulting from the use of the product delivered hereunder in manufacturhtg of the Buyer ur in combination with other substances or otherwise. 13. RATENTS. The Seller agrees to defend and protect the Buyer agair st loss or damage arising out o1' leg, I action for direct patent infringement in connection with the Sc,Iler's rnanufacture Product, provided the Seller is notified promptly of airy such action with complete information and k given an opportunity to def'eud. 14. SECURITY INTF,REST. The Buver hereby ;rains to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until tine purchase price therefore is fully paid. Buyer agices to execute such financing starernents and other documents as Seller may determine to be necessary to perfect such security interest, 15, GOVERNING LAN'. Airy agreement bused out the acceptance of this offer shrall be construed in accordance with and governed by the Laws of file State, of Kansas provided that delivery terms shall he governed by iNCOTERMS as published by the International Chamber of Cornmerce. 16. ASSIGNABILITY. Any agreement based on ibe acceptance of this offer shall not he assignable by file Buyer without the Prior written consent of file Seller and any purported assignment without such consent shall be void. 17. ENTIRF. AGREEMENT. 11' accepted, this offer and-the term on the Seller's invoicing document constitute the entire.agrecment of'sale and purchase of the product named herein. No modification (rFil is Agreement shrill be of any force or effort unless in writing and signed by the parties sought to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order foruts containing different terms or conditions. AiVI North American Salt INVOICE Company A Compass Minerals Company Page- 1 of 1 PLEASEFiELUTTO: FEDERAL ID4: PAYh#ENTTERhiS IhSVO1 r M%' E Iwo rleNUhaER P. AAA GA �8- 1 X47632 N ET 60 DAYS 2/12/2008 701 55586 SOLD TO: 4621 29 1 05451 2 SNIP TO 505WB I CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 131ST STREET 5484 E: 126TH STREET UNITED STATES OF AMERICA UNITED �TATES F AMERICA I PRtB! DATE S3DPPED CIFSTFBAL M MLLCr LADOM CIFID35S UME[Efl CRDENTYPE loo AUGUSTRO MNSMNS 02111/08 W0305E 165753 165753 SO CAMEEN MUTHUJCKO ®19PMEHf TYPZ P.GEL rMZffi ltf'TEfffA% TER"noAY 71659 SHIPPING POINT DELIVERED TRUCK B22 TAX WATUS TAXIDO FMLEAM!0 %k L6 FMP EXEIMPT 822 PRDDUCT DffiCF4PTi0l! TAX. QUANTM U MOT FIFME EXTENDED PRCE 7517 BULK COARSE LA SALT Y 24•.4500 TI4 61.14 1,494.8 i SUMART PRODUCT 1,494.87 FREIGHT FUEL SUBTOTAL 1,494.87 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 48,900.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 7437258 THANK YOU FOR YOUR ORDER PLEASE PAY 5 ERIE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1 Thk Sm SaW on era famneekb& Ihla Imokc CREDIT NOTE (Terms and Oonditbfm of spa abD mllsb'a:dw".n�comj IN US DOLLARS US b TERMS AND CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in its bid, Pu•chaesc Order, acknowledgment. or other form shall he binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any udditional or different terms in Buyer's hid. Purchase Order. acknowledgment, or other forms, THE SULLER'S PROPOSAL. IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THIS TERMS AND C:ONDiTiONS CON'T'AINED HEREIN, 2. PAYMENT. Buyer ugrees to make payment w Seller's location and at the unto specified on the Seller's invoicing document in lawful money of the 11S. The Seller may, in its sole judgment, require such other payment terms as it deuros appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5 per ruorith (I8% APR) or the, highest rate permitted by law will be assessed oil all past due accounts. interest charged on it past due invoice, will be assessed from the date of the invoice. J. PRICES. EXCEPT AS OTHERWISE, SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE iNVOICED. UNLESS OTHERWISE SPECIFIED IN THIS on ER, AT'1'HE SELLER'S PRICE IN EFFECT ON THE., SCHEDULED DATE 01" SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any goeslions by the buyer, about the basis or accuracy o)' this pricing must be subrni(led to the seller in writing within 60 days oft he slate of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller subseeluently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancelhitiou charges to be solely delerinined by the Seller. 6. CREDIT. Credit payment teens must have the prior approval of the Seller's Credit Department and most he specified in writing on the Seller's invoicing document, if at any time Buyer's financial rusponsihility becomes impaired or unsatisfactory to the Seller. Seller reserves the right to stop shipment. on notification to Buyer and to demand payment in advance or at the time of delivery for fitun; deliveries or to require other security satisfactory to the Seller, and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any lux or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery. storage, consumption, sale, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not coveted in the Seller's price. 8. DELAYS. All order, are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Sellet shall not be liable fir damages for failure to, make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery that are the fault of Buyer, The Seller shall not be liable for delays or defatdts in delivery caused by forces beyond its control including but not limited to Floods, fires, storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes. lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, transportation service or equipment shortages or failures, action of any governmental authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transporuuion charges. including, but not limited no, carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsignment will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products trausters to the, Buyer upon delivery at the P.U.H. point identified on the Seller's invoicing document, on receipt of title, the Buyer is then responsible for proper protection o1' Products and compliance with all regulations and ordinances arid will indernnifv the Seller against all claims for personal injuries or property damage arising from the storage, use of ha ndling of such Products. Claims for damage or shortage in transit nest be made by the Buver against the Currier. The Buyer has the responsibility to inspect shipments before or during unloading to identify airy such damage or shortage and see that appropriate noution is nuide on the delivery tickets or ate inspection report furnished by the local agent of the carrier in order to support a claim. 11. WARRANTY. The Seller warrants only that it will convey good tide to the product arid that, at file tittle o1'shipment, the product will conform to the published specifications of the Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, 1S MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY Oft FITNE.'SS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer withing thirty (30) days after receipt of the Product delivered hereunder to give; notice that such product is not as so warrants shall bean unqualified acceptance of such product and a waiver of all claims with respect thereto. In the event of an alleged breach hereof by the Seller, the ,sole remedy available to the Buyer on account of any defect in the product ohall he limited to the ieplacc- ment of such defective product by the Seller. In the event the remedy provided herein shall be deemed to have failed its essential purpose. then the Buyer shall be entitled only to a refund of the aunounts paid to the Seller for such defective Product. 12. LIMITATION OF iAABIlixl'Y'.'ri -iE BUYER SHALL NOT 13E ENTITLED To RECOVER FROM SELLER INCIDENTAi_ OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDiNG. BUT NOT LIMITED TO, THOSEE, INCURRED ON ACCOUNT 01 THE, Q(IALITY OR AMOUNT OF PRODUCT DELIVERED OR1 IHE NON DELIVERY OF PRODUCT, The Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otheiw•ise. 13. PATENTS. The Seller agrees to defend and protict the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to csecute such financing statements and other documents as Seller may determin: to be necessary to perfect such security interest. 15. GOVERNING LAW. Any agreement based on the acceptance of this offer shall be construed in accordance with and governed by the Lawn of the State of Kansas provided that delivery terms shall he governed by INCOTERMS is published by the international Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Guyer without the prior written consent of the Seller kind any purported assignment without such consent shall be void. 17. ENTIRE AGREEMENT. If accepted, this offer and file terms on the Sellei's invoicing docnnent constitute the entire, agreement of sale and purchase of the product named herein. No modification of ibis Agreement shall be of any force or efforl unless in writing and signed by the parries sought to bit bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. I 9 AV/ North American Salt A Compass Company Company INVOICE Paces loft PLPASERENOTID: FEDERAL ID 8: PAYNENTTERMS IM XYZe QATE mvor-eNuMBER P -0. TLANNTA�GA Asa -rte 48- 1047632 NET 60 DAYS 2/18/2003 70160114 SOLD TO: 462129/C54512 SHIP TO: 505808 GS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET UNITED STATES OF RkfEf�CA UN�ITEDLS`T IN O AMERICA i i i SHUMMMCH DATC cusnZallF0 ®LLCYLAQIIfG OWDIWM&NBEfl oflDERTTPE 10995 AttGUSTR043SENSSONS 02!15/08 W0805E 173077. 173077 SO GAVOMH RAIL1TIMMO 0=PNZw TYPz PD1B rMIMMi TZIMM Tma"CRY 76599 SHIPPING POINT DELIVERED TRUCK B22 TAXWATUPS TAR ID REMAW& ISALS REP EXEMPT 00312D1550 B22 PRODUCT DEWRTPTM TAX MAWM UOU UNIT PRCE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 24.8600 TN 81.14 1,526.05 SUMMARY: I PRODUCT 1,526.05 FREIGHT a FUEL SUBTOTAL 1,526A5 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,920.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 -743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,528.05 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Thh Szln &Ck*o t k r b tmTa andCord8bmaf S.aH on 9m rsvo xfdn of fhb& (mobs CREDIT NOTE A "i°"""° '"'"'b° a °•"mat°"' IN US DOLLARS US TIERMS AND CONDITIONS OF SALF, 1. OFFER. No tenns'stated by Buyer in its bid, Purchase Order, a iekuow'ledgrrtent, or other firm shall be, binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terns in Buyer's bid, Purchase Order. acknowledgment. or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY LI`1ITED TO ACCEPTANCE UPON THE PERMS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment at Sellers location and at the time specified on the Seller's invoicing document in lawful money of the U.S. The Seiler may, in its sole judgment, require such other payment terms as it deerns appropriate, including full or partial payment in advance of shipment or by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month (18%. APR) or the highest rate permitted by law will he assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN' THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED IN 1 I-11S OFFER, AT THE SELLER'S PRICE iN EFFECT ON THE SCI IF.DULED DATE OF SHIPMENT. Prices on the iniyoicim;'document are net of till applicable dieCOUnts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this Pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLA170N AND MODIFICATION. Orden -may be canceled by Buyer only upon (1) written or Ural notice to tine Seller subsequcntfy accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to bt: solely determined by the Seller, 6. CREDIT. Credit p.iynient terms must hitr,-, the prior approval of the Scller's Creedit Deparmtent and roust be specified in writing on the Sellet's invoicing document. If at an time Buyer's financial re becomes impaired or unsatisfactory to the Seller, Seller reserves the tight to stop shipment, on notificauon to Buyer and to demand payment in advance or w the time of delivery for future deliveries or to require other security sausiactory m the Seller. and in the absence thereof, to cancel, without liability, the unfilied portion of this contract. 7. TAXES. Any tax of other governmental chime crow or hereafter levied upon production, severance, manufacture, delivery. storage, consumption. sale. use or shipment cif Products ordered or sold will be charged to and paid by the Buyer. Stich taxes are not covered in the Seller's price. S. DELAYS. All orders are accepted subject to the Seller's ability to rake delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in milking shipments. The Buyer shall be liable for any added expenses incurred by the Seller because Of Buyer's delay in furnishing requested information to The Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point- that are the fault of Buyer. 'the Seller shall not be liable for delays or defaults in delivery caused by forces beyond its control including but not limited to floods, fires. Moons, or other acU of God, by war or act of public enemy for civil disturbance), strikes. hock -outs, shortages of labor or now materials and supplies (including fuel) or production facilitie transportation service or equipment shortages rn failures, action of any govern-nemal aurhorily or other conditions heyond the Seller's reasonable control. 9. SHiPMENT COSTS. Unless otherwise specified on the Seller's invoicing docunwilt, all transportation charges, including, but not limited to, earner's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading. diversion, or rec•onsigninow will be paid by the Buyer 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon deliver- at the F.O.B. point identified on the Seller's invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising f tom the storage, use of handling of such Products. Claims for damage or shortage in transit must tie made by the Buyer against the Carder. The Buyer has the responsibilifp to inspect shipments before or during unloading to identify any such darnage or shortage and see that appropriate notation is ruade on the delivery tickets or nn inspection report furnished by the local agent of the carrier in order to support a claini. 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that, at the time of'shipment. the product will conform to the published specifications of the Seller. Seller's specifications are subject to change at tiny lime without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. IS NOADF. BY SELLER, INCLUDING ANY INAPLiED W'ARRANTiES Of :.VIFRCIiANPABILITY OR FITNESS FOR A PARTICU- L.'RR PURPOSE, Failure of the Bu witting thirty (30) days after receipt 0 the Product delivered hero under to gave notic that .;itch product i, not as ,o warranted shalt he an unqualified acceptance oi'such product and a waiver of all claims with mspeot thereto. In file evem of an alle "cd breach hereof by the Seller, the sole, remedy available, to the Buyer on account of any defect in the product ,half he hinited to the replace n,•,nt of such defecu\c ivoduct by the Seller. In the event the :eniedy provided herein shall be deemed to lime failed its e- ,cufraf purpoee, then uv Buyct shall be enuded only to a refund of the amounts paid to tire Seller for such detective Product 12. LIMITATiON OF LIABILITY. TI -fE BUYER SHALL NOT BE ENTiTLLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL. DAMAGES OR EXPENSES. INCLUDING, BUT NOT LIMITED FO. THOSE INCURRED ON ACCOUNT OF THE QUALITY OR ANIOUN f OF PRODUCT DELIVERED OR rHF SON -DELI VERY OF PRODUCT. 'flic Buyer assunies all risks and liability for any damage to persons or property resuhing from the use of the product delivered hereunder in manufacturing processes of €hc Buyer or in eomhination with other substances or otherwise. 13. PATLNTS. Thu Seller agrees to deferd and protect the Bever against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product provided the Seller is notified promptly of any such action with complete information and ice given till opportunity to defend. 19. SECURITY INI'F,REST. flue Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by rlc `seller and nbc proceeds thereof, until tine purchase price therefore is fully paid. Buyer agrees to exeeute such financing aatements and other documents as Seller mat determine to be necessary to perfect such security interest. 15. GOVERNING LAW. Any agreement based on the a.cchtancc of this offer shall tie construed in accordance with and goverried by the f-ascs kit' the State of Kansas provided that delivery terms shall he governed by INCOTERMS as published by the International Chamber of Corumerce. 16. ASSiGNABILTTY. Any agreement based on the acceptance of this offer shall not he assignable by the Buyer without the prior written consent of tine Seller and any purported assignment without such consent shall be void. 17. ENTIRE AGREEMENT. it' accepted. this offer and the leans on the Seller's invoicing document constitute the entire agreement of sale and purchase of the product named herein. No modification of this Agreement shall be of any lbrec or effort unless in writing and signed by the parties sought to be hound thereby, and no modification shall be effected by the acktiowledgrtient br acceptance of purchase outer forms con raining different ternis or condidons.V AV North American Salt Company INVOICE A Compass Minerals Company Page -1of1 rLVASE n MMM: P®@4AL IDS: NVOIC PAYt.�NT'TCWMS IE DA 1woIGE P8 mse" AnANN AzGA B4 7o143 48- 1047632 NET 60 DAYS 2/20/2008 70162157 I SOLD TO: 482129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET UNITED STATES OF 7AMERICA UNITED T TESS O AMERICA F r rum DATeSt1RPi9 CuNrc w"PO ELLQ fe LAMM o nHMMM camm IYPe s AUGUSTROBB6NSSONS 02118108 WQ8D5W 173078 173078 SO 1 nNUIMUMV E=PM0ffT1fPE MGM rfum2m.TenSPS 765x9 SHIPPING POINT DELIVERED TRUCK B22 TUS TAXI09 fWLEASE9 SALES IMP EXEMPT 00312D1550 B22 PRaUCT DEBCRt qM I TAX auAmm UOM UPBT PRCE EXTENDED PRCE 7517 BULK COARSE LA SALT Y 24.8400 TN 01.14 1,508.40 SUMMARY: PRODUCT 1,505A9 FREIGHT a FUEL SUBTOTAL 1,585.49 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 49,280.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,500.49 i WE APPRECIATE YOUR BUSINESS IN US DOLLARS 4 b S� a! Oaoda aubpet b 4fa T®rrtn�nd CorrJCbru o1 Sslo on 9w rexema nkb at 8rm Imota CREDIT NOTE rct, 0 =midCor&Mbrm*f �,&,.,,m g._a,, US !N US DOLLARS 'TERMS AND CONDITIONS OF SALE L OFFER. No terms stated by Buyer in its bid, Purchase Order, acknowledgment, or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buver'.s bid, Purchase Order. acknowledgment. or other forms. THE SELLER'S PROPOSAL IS EAPRESSLY LiMITED TO ACCEPTANCE UPON THE TF'kN1S AND CONDITION'S CONTAINED HEREIN. 2. PAYMENT. Buyer agrees to make payment. at Seller's location find at the time specified on the Seller's invoicing document iulawi•ul money of the IJ.S. The Seller may, in its sole judgment. require such othei.payment terms as it deems appropriate, including full or partial payment in advance of shipment or by letter of credit. 3, 'I'AS'T DUE ACCOUNTS. A I'tnance charge of the lesser of l.} "n per month f 18r:r- APR) or the highest rate permitted by law will lie assessed on all past clue accounts. Interest chaiged on a past clue invoice will he assessed lion the date of the invoice. PRICES. EXCEPT AS arilERiVISL; SPECIFIED IN THIS OFFER. PRICKS ARF SUBJECT TO Cl IANGE. WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS an IERNVISE SPEC.IFIFI.) IN THIS OFFER, Al'THE SELLER'S PRICE IN EFFECT ON THE SCHCDULFD DATE OF SHiPMENT, Priers on the invoicing document are net ()fall applicable discount: and promotional allowances. Any questions by the buyer. about the basis or accuracy of this pricing must Ili subinitted to the seller in writing within GO days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1) wrtten or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Scllcr of reasonuble cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit paynncnt terms roust have the prior approval of t)fe Seller's CrCJit and must be specified in .airing on the Seller'- imoicmg dammcnt_ if at any time Buyer's financial responsibility becomes impaired oruu to the Seller. Seller reserves the right to stop shipment, on notification to Buyer and to demand payment in advance of at the time of delivery for future deliveries or to require other security satisfactory to the Seller, and in the absence thereof; io cancel, without liability, (lie unfilled portion this con l act. 7. ;TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery. storage, consumption, sale, use or shipment of Products ordered of sold will he changed to and paid by the Buyer. Such taxes are not covered in the Seller's price. R. DELAYS. All ordeis are accepted subject to the Seller's ability to make delivery at the firee and in the quantities specified, and the Seller shall not he liable for damages for failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller. delays resulting front order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer, The Seller shall riot be liable for delays or defautls in delivery caused by forces beyond its control including but not limited to floods, fires, storms. or other acts of Ciod, by war or act of public enemy (or civil disturbance), strikes, lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, tran5porlafion service or equipment shortages or failures, action of any goveinmenud authority or other conditions beyond the Seller's reasonable control. 9. SHIPMENi' COSTS. Unless otherwise specified on the Seller's invoicing document. all transportation charges, including, but not limited to, carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsignment will be paid by the Buyer. 11). TRANSPORT RISKS AND CLAiMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Product and compliance with all regulations and ordinance,, and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage, use of handling of such Products. Claims for damage or shortage in transit roust he made by the Buyer against the C:arricr. The Buyer has till; responsibility to iuspeci 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 earlier in order to support a claim. IL WARRANTY. Time Seller warrants only that it will convey good tide to the product and that, at the Limo of shipment, the product will conform to the puhfished Specifications of the Seller. Seller's specifications are subject to change at env tittle without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure Of tho Buyer•widung thirty (30) days after receipt of the Ptcidfuct ifelfvered hereunder to give notice that saeh product is not as so warranted shall be an unqualified acceptance of such product and a waiver of all claim; with respect thereto. In the event of an alleged broach hereof by the Seller, the sole remedy available to the Buyer on account of auy defect in the product shall be limited to the replace- meat of sucli defective product by the Seller. fit the event the remedy provided'.tcrcin shall he deemed to have failed its essennri' purpose, then the liener shall he entitled only to a refund of the amounts paid to the Seller for such defective Product. 12. LIMITATION OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL. OR CONS F,QIJEN'TLAl, DAMAGES OR EXPENSES, INCLUDING. BUT NOT IAMITED'1'O.'1 EIOSE INCURRED ON ACCOUNT OP THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for tiny damage to persons or properly resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PA'T'ENTS. The Seller agrees to defend and protect the Buyer against loss of darnage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Product, provided ilia Seller is notified promptly of any such action with complete information and is given an opportunity to defend. la. SECURITY INTERES'L The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof. until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other documents its Seller may determine to be necessary to perfect such security interest. 1.5. GOVERNING LAW. Any agreement based on one acceptance of this offer shall he construed in accordance with and governed by the Laws of the State of Kansas provided that delivery lerins shall be governed by 1NCOTERMS as published by the International Chamber of Commerce. 16, ASSIGNABILITY. Any agreement based oil the acceptance of this offer shall not be a.Wgnahle by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall be void. 17.' ENTIRE AGREEMENT. If accepted, this offer and the terms on the Sellers invoicing document constitute the entire agrecment of sale and purchase of the product narned herein. No modification of this Agreement shall he of any force or effort unless in writing and signed by the parties sought to be bound thereby, and no modification strait be effected by the acknowledgment or acceptance of purchase order forms containing different temis or conditions. y 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 358765 NORTH AMERICAN SALT Purchase Order No. PO BOX 277043 Terms ATLANTA, GA 30384 Due Date 2/26/2008 i Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 2/26/2008 70149251 $1,523.00 a I hereby certify that the attached invoice(s), or bill(s) is (are) true and correct and I have audited same in accordance with IC 5- 11- 10 -1.6 Date Officer VOUCHER 074852 WARRANT ALLOWED 358765 IN SUM OF NORTH AMERICAN SALT PO BOX 277043 ATLANTA, GA 30384 0 N Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code C.9 70149251 01- 6180 -03 $1,523.00 n 01•1��.bs I52�.C1S 6)gD co3 14- A �r O�.t 1 Sb(c�l`'1 Voucher Total Cost distribution ledger classification if claim paid under vehicle highway fund