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HomeMy WebLinkAbout169552 03/04/2009 CITY OF CARMEL, INDIANA VENDOR: 358765 Page 1 of 1 0 t ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CARMEL, INDIANA 46032 PO BOX 277043 CHECK AMOUNT: $25,493.32 y oN o ATLANTA GA 30384 CHECK NUMBER: 169552 CHECK DATE: 3/4/2009 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 R5023990 W0905 70323081 ,2,056.88 SALT 601 R5023990 W0903 70323948 _2,123.95 SALT 601 R5023990 W0905 70324523 SALT 601 R5023990 W0905 70324652 .s- 2,114.61 SALT 601 R5023990 W0905 70324653 2,159.60 SALT 601 R5023990 W0904 70326386 .2,171.49 SALT 601 R5023990 W0904 70326387 X 2,180.82 SALT 601 R5023990 W0905 70327026 2,116.31 SALT 601 R5023990 W0904 70328235 2,086.60 SALT 601 R5023990 W0904 70328236 .2,093.39 SALT 601 R5023990 W0905 70328840 X2,119.70 SALT 601 R5023990 W0905 70329385 .,.x,137.53 SALT I 1 A A North American Salt Company a Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TG: FEDERAL ID PAYMENT TERMS INVOICE DATE E NUMBER AT�ANOTA ?GA4330384 -7043 48- 1047632 NET 60 DAYS 2/20/2009 INVOIC 70329385 SOLD To: 462129 C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET E. 12 STREET CAR MEL WESTFIELD, IN 46074 AR IN N 46033 UNITED JTATES OF AMERICA SHIPPED FROM I DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 02/20/09 W09 05W 333657 333657 SO CARRIER RAIL I?ftUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 7 6599 V _1 I SHiP PO IN T,.1 DELIVERED ?BECK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.1800 TN 84.89 2,137.53 SUMMARY PRODUCT 2,137.53 FREIGHT FUEL SUBTOTAL 2,137.53 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,360.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US.DOLL US 2,137.53 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 US TERMS AND CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in its bid, Purchase Order, acknoMedgment, or other form shall be, binning upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's ob ection to and refection of any additional or different terms in BriVers bid, Purchase Order, acknowledgment. or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS ANE) CONDITIONS CONTAINED HEREIN. 2. PAYNIE;NT. Bmier agrees to make payment at Seller's location and at the.timv sptcified on the Sellers uivoicm_�_ document in (awl fl onnhey o f tlj�AIS. Tire'" Scller ma m its sole judgment, iequire such other payment terms as it deems appropri d full fir part e; including fui'A paym m ent ;�Ivancr` iSf gti °phheni�oi,by 1ett�r of .redii. C 3. VAST DUE ACCOUNTS. A finance charge of the lesser of 1 .5% per month r l S° APR) or the highest rate perrrtitted by law will be assessed on Al past duc amounts. Imerestclrir«ed 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. ORDLRS Wil'L. Br INVOICED. UNLESS OT'HEWNISE SPECIFIED IN THIS OFFFR, AYTHE SELLER'S PRICE, IN EFIEC T ON THE SCHEDULED D.Ar E OFSI i1PNIENT. Prices on the invoicing document are net of all applicable di.ecounts and promotional allowances, Arry qu stions by the buyer, about the himS or accuracy of this; pricing must be submitted to the selicr in writing within 60 day: of the date of the invoice. 5. CANCELLATION ION AND NIODIFICATION. Orders may be canceled by Buyer only upon (1) wriaerl or oral notice to the Selzer .ubscyuemly uceepted m writine by the Sel and (2) puymem to the Seller (it reasonabiz cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment rent, must have the prior approval of the Sellers Credit Department and me,i lie spe.H ed in writing on the &)cument. (i ;u any tune ituyer s financial resportmbilvv becomes inhpaired or unsaikfuctory to ncc Scller. Seiler rescr es the .rit,ht u) ,t,q afripmcwa on noutrc.ari,?u.m_ Buyer aril to demand payment in advance or at the tittle of delivery for fuluic deliveries or to require other security satisfac,tory to the Seller, and in the absenec thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other gi vernmemal charge now or hereafter levied upon production, severance. manuiaeture, delivery. storage, consumption, sale, use or shipment oaf Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered iu the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery ai the time and in the quantitii;< specilird. and the Seller shall not be liable fnr damages for fahme to make partial or complete shipment or for the delay in nakin. shipments. The Buyer shall he liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested infolination to the Seller, delays resulting front order changes by the Buyer. or delay in mfoading shipments at delivery paint [fiat are the fault of Buyer. The Seller shaft not he 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" (or civil disturbance.), strikes, lack- nuts, shortages of labor or env matctials 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 trunspnrtation charges, including, but not limited to, carrier's chur;_es for notification prior to deliver, demurrage caused by Buyer. delay in unloading, diversion, or reconsignment will be paid by the Buyer W. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery tit the FO.B point identified nn the Seller's invoicing document. On receipt of title, the Buyer is then responsible for proper j)rotection of Products and compliance with all regulations and ordimmces and will indemnify ncc Seller against all claims for personal injuries or propcity damage arising, from the storage, use of handling of such Products, Claims for damage or shortage in transit must be made by the Buyer against the Carrier The Buyer has the iesponsibiliry to inspect shipments before fir during unloading to identify any such dmnagti or shorragc and ace that appropriate notation is made on the delivery tickers or an inspection report punished by the load a,_ent of alit currier in order to Support a claim I1. WARRANTi'. Tha Seller warrants onl that it will convey g ood title to the product and that, :it the tune of shipment. the product will conform to the published ,pet-iGcations of the Seller_ Sellers specifications are subject to ch.inge at any time without notice to Buyer. NO OTFIER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, iS MADE BY SFL LER, iNC:LUDING ANY 11 WARRANTIES Ol' 1,'1ERC'HANTABILITY OR Fi 1 NESS FOR .A PART "IC'U LAR PURPOSE. Failure of the Buyer willing shirt, (30) days after receipt of the Product Miverod he'eurider to Div; notice. that .ugh or,,tl w i is rn; a,.. uar;amlcd shall bean "emgwihfied accepiance of such product and a waiver of all claims with respect thereto. In rite event of an alleged breach hereof by the Seller. the sole renhcdy available to the Buyer on account of any defect in the produce shall be limited to the repl:re- ment of such defective product b the Seller. In the event the remedy provided herein .hall be deemed to have failed its essential purpose. then the Buyer :�hali be entitled only to a refund of the animna paid to the Seller for such defective Moduct. 12. L.IMiTAT ION OF LIABILI'T'Y. THE BUYER SHALL NOT BE E.NTIT'LED TO RECOVER FROM SELLER IN( IDLN "PAL OR C0NSEQUENTtA1. DAMAGES OR EXPLNSES, INCLUDING. BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OFT QUAI...rn OR A1 OF PROINXT DELIVERED OR 'I HE NON -DELI VERY 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 odretu ism. 13. r The Seller agrees to defend and protect the Buyer ugainst loss or damage raising out of legal acorn for direct parent infringement in connection with ncu 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. SE( "URIT'Y INTEREST. The Buyer hereby gra ntts to the Seller and the Seller hereby retains a security interest in all Products fm nished by the Seller an -1 the. proceeds thereof. until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other documents as Seller nuty determine u) be. nc x,,sary to perfect such sectniip interest. 15. GOVF'RNiNG LAW. Any agreement based on the acceptance of this offer shall be construed in accordance with turd governed by the Laws of the State of Kansas im ided that telivery terms shall be governed by INC'O'F RMS as published by ncc tntei nation:ai Chamber of Commerce. 16. ASSIG NABiI,I"LY'. Any agreement based tin the accepcuice of this offer shall not be as,i}anable by the Buyer without the prior written consew of ncC Seller and auhv purported as..ignnhcnt without such consent shall be void. 17. ENTIRE AGRE'ENIENT. if meecpted. this offer and the terms on the Seller, invoicing, document constitute the. eniao i greement of stile unit parrha.c of the product rimmed herein. No modificarion of the, Agieemeni shall be of any force or eflur unless in writing and signed by (lie parties sought ur 1)e bound thereby. and no modification shall be. effected be the acknowledgment or acceptance of purchase older forms containing different terms or conditions. 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, 0 price per unit, etc. Payee 358765 NORTH AMERICAN SALT Purchase Order No. PO BOX 277043 Terms ATLANTA, GA 30384 Due Date 2/26/2009 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 2/26/2009 70329385 $2,137.53 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 091219 WARRANT ALLOWED IN SUM OF 358765 NORTH AMERICAN SALTQ�� N PO BOX 277043 z ATLANTA, GA 30384 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code O�� 70329385 01- 6180 -03 $2,137.53 4 Voucher Total $2,137.53 Cost distribution ledger classification if claim paid under vehicle highway fund A/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER ATLA O ?GA 43 BOX 30384 -7043 48- 1047632 NET 60 DAYS 2/9/2009 70323948 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES C PMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 UNIITED OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995.- AUGUSTROBBENSSONS 02/05/09 W0903E 329608 329608 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 765 178 S HIPPING POINT DELIVER TRACK.. B22 TAX STATUS TA! X lU a RELEASE W .SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.0200 TN 84.89 2,123.95 PRODUCT 2,123.95 FREIGHT FUEL SUBTOTAL 2,123.95 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,040.0000 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 2,123.95 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS N/ t TERMS AND CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in its bid. Purchase Order, acknowledgment, or other form shall be hinding 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 of different term. in Buyer's bid, Purchase Order, acknowledgment, or other forms. THE, SELLER'S PROPOSAL IS EXPRESSLY LIMITED TU ACC UPON THE T'F:RMS AND CONDITIONS CONTAINED IiERE1N, 2. PAYMENT. Boner agrees to make payment at Seller', location and at the tiree spot iffed on the Seller's invoicing dourunent in lawild tuoney of rile Cj :S'The i Seller ma}, in its e� le judgment, r•ywre such other payment terms as it deetnk ;ppropriate, including full or path ;31_p iyjut nt in a nce.of yhirinent.br by le;t{'er,gf_,',_ creelil. 3. PAST DUE ACCOUNTS. v1 finance charge of. the lesser of L5% pet month (184., APR) or the highest rate permitted by hew will be assessed on all past due accounts. Interest charged on a past due invoice will be assessad.from the date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIL'.D.IN THIS OFFER. PRICES ARE: SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, Ai' THE S1` PRICE IN EFFL'CT ON THE SCHEDULED UNIT' 01t SHIPMENT. Prices on the invoicing document toe net oil' all applicable discounts and promotional uliowances. 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. S. CANCELLATION AND MODIFiCATiON. Orders may he canceled by Buyer only upon 1) written or oial notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to he solely determined by tire Seller 6. CREDIT. Credit payment terms roust have the prior approval of the Seller's Credit Department and must he specified in %ruin. on the Seller's invoicing docmnent.Jt at.any time Buy�''s financial responsihi lit y.beconws impaired or unsatisfactory to the Sellcr, Seller reserve% the.right-to stop shipment. on norificaation -tom Bu and to demand and payent ire, ndvamce brit th-t time of delivery for fCrftire Tieliverics or to require ocher secnity'�atisfaictiiry tc+ [hc Selle boil r in the obs,ncr thereof. to cancel- whhout liability, the unfilled portion of this contract. 7. '1'AXF:S. Any t: or other eovernmental charge now or hereafter levied upon production, severance. manufacture, delivery, storage, consumption. sale, use or shipment of Products ordered or sold will he charged to and paid by the Buyer. Such taxes are not covered in ills Seller's price. 8. DELAYS. All orders are accepted subject to the Sellers ability to make delivery at the time and in the quantities specified. and the Seiler shall not be liable for damages for failure to make partial or complete shipment or for the delay in snaking shipments. The Buyer shall he liable for any added expenses incurred by ills Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyet, or deit in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not be liable for delays or defaults in deliver- caused by forces heyond its control including but not limited to floods, tires, morms. or other acts of God. by war or act of public enemy for 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 transportation charges. including. but not limited to. :airier'., charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsignnient will be 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. point identified on the Se11er's invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulmions and ordinances 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 be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or doing unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets of an inspection report famished by the local agent of the carrier in fader to support a claim. IL WARRANTY. The Seller wanaums only that it will convey good title to the product and (fiat, at the time of shipment. the pioduc•r will conform to the published specification_, of the Seller. Seller's specifications are subject to change kit any time Without notice to Buyer. NO OTHER WARRANTY OF ANY KiND, EXI'l2EiSSEiD OR IMPLIF.,D. 1S MADE BY SELLF'R, INCLUDING ANY IMPLIED WARRANTIFS OF MERCHANTABILITY OR FI'T'NESS FOR A PARiiC 1_r1R PURPOSE. Failure of the Bever within. thirty (301 days after receipt of the product Product delivered hereunder to give notice that such produn i,, not as <o waranted ,hidl he an ungoalilied acceptance of such product and it waiver of all claim, with re.spcct thereto. in the event of an .11ei,ed breach hereof by the Seller, the sole remedy available to the Buyer on uecoum of any defect in the product shall be limited to rile replace- ment of such defccuve product by the Seller. In the event the remedy provided herein shall he deemed to have failed its essential purpose, then the Buyer shall he entitled only to a refund of the amounts paid to the Seller for such defc�tive Product. 12. 1,110FIFATION OF' LIABILITY. THE BUYER SHALL NOT BE FNTiTt.FD TO RECOVER FROM SELLER INCIDENTAL. OR CONSEQUENTIAL. DAMAGES OR EXPENSES, INCLUDING, BU'l NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON DELIVERY OF PRODUCT. The Buyer assuutes all risks and liability loot any damage to persons or property resulting front the use• of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or othcrwi,c. 13. PATENTS. The. Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with die 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 it 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 as Seller may determine to be necessary to perfect such security interest. 15. GOYF.RNIN(.; LAW. Any agreement bused on the acceptance of this offer shall be construed in accordance with and governed by the La",, ref the State of Kassa. provided that delivery terns shall he govemcd by INCO'I'ERMS as published by the International Chamber of Commerce. 16, ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and any purpoiteed assignment without such consent shall be void. 17. ENTIRE AGREEMENT. If accepted, this offer and the terns on the Seller's invoicing document constitute dhe entire agreement of sale and pwrchase of (he product named herein. No modification of this Agreement shall 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 aiccepiance of purchase order forms containing different terms or conditions. North American Salt Company A/ A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT T0: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER ATLAN ?GA =.7043 48- 10 NET 60 DAYS 2/13/2009 70326386 SOLD TO: 462129 C54512 SFIIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 UNITED IN 46033 UNITED TATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 02/13/09 W0904E 330894 330894 SO CARRIER RAIL! TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 765 178 S HIPPI NG POINT DELIVERED TRUCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE '7517 BULK COARSE LA SALT Y 25.5800 TN 84.89 2,171.49 S.U MMARX: PRODUCT 2,171.49 FREIGHT FUEL SUBTOTAL 2,171.49 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 51,160.0000 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 2,171.45 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE us (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS (:)F SALE 1. OFFER, No mums stated by Buyer in its bid, Purchase Order, acknowledgment, o other form shall be binding upon the Seller except as expressl 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 Buyer's bid, Purchase Order, acknow'ledenuent. or other Torras. THIS SELLER'S PROPOSAL IS EXPRESSLY IAMITI TO ACCE'I'ANCE UPON THE TERMS AND CONDITIONS CONTAINLD HEREIN. 2. PAYMENT. Bawer agrees to make payment at Seller's location and at the time specified on the ,Sell is invoicinn docurent in Lawful money if the ti.5. Tlir Seller may. units sole J g 1 1u1 meat, req F y uire such other u yment teems ua it deems n I{ 7ro date. including, lull r,,t Artial p��rr e�nt in advance of�-hipti),ent oc"b� letter �f _credit. 3. PAST DUE ACCOUN A finance charge of the lesser of 1.5 0 1, per month 18 APR) er tors highest rate permitted by haw will be :assessed on nil past dui accounts. Interest charged on it past due invoice will be assessed front the date of the invoice. 4. PRICES. EXCEVF AS OTHERWISE SPECIFIED IN THIS OFFER, PRICES ARF. SUBJECT To CHANGE WITHOUT NOTICE. ORDERS 11'115, BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS OFFER, ATTHE. SELLER'S PRiCE IN EFi ECT ON't HE SCHEDULED DANE Of -Si HPI IL NT. Prices on the invoicing document are net of all applicable discounts and promotional allowance.;- Any questions by the buyer.:ahout the ba,is or accuracy of this pairing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND M1IODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral notice Iii the Seller accepted in writing by the Seller and (2) payment to rile Seller of reasonable cancellation charges to be solely. determined by the Seller. G. CREDIT. Credit payment terms must have the prior approval of the Seller's Credit Deparnnent and must be Specified in writing on the Seller':; invoicing document. If at any time Buyer's financial responsibility becomes impaired or unsatisfactory to the Selle Seller r ccrvos the, riL ht ro ;top shipment. on not'11catioat.qu Buyer to demand °paymenr fe-rd,6nce -or at the little of delivery for falurcdeliveries or to rewire other security siuislacary to the Sc: "Ilea: and in the abseniz the' eof. to cancel. without liability, the unfilled portion of this contract. 7. TAXES. Arty tax or other govcrnmental charge now or hereafter levied upon production, severance, manufacture. delivery. stot ;lgc, consumption, sale, use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price_ S. DELAYS. All orders :re accepted subject to the Seller's ability to make delivery at the time and in the quantiticS .Specified, and the Seller Shall not be liable fOr dnrnages for failure to make partial or complete shipment or for the delay in making shipments. The Bu ye for ,an r shall be liable y added expo rases incurred by the Seller because of Buyer's delay in furnishing requested information to die Seller, delays resulting from order changes by the Buyer. or delay in unloading shipments at delivery point that are (tic Fault of Buyer The Seller shall riot be liable for delays of dehmilcs in delivery caused by forces beyond its control including. but nol limited to floods, tires. storms, or other acts of God, by war or act of public enemy (or eivif disturbance), strikes. lock -outs. Shortages o! labor or raw maieriitls and supplics hn( 'luding fuel) or production facilities, transportation service or equipment shortages of failures. action of any governmental authority of other conditions bcvon<i the Seller's reasonable conuol. 4- SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing, document all transportation charges, includin but not limited to, canict's eharge, ti;r notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconme,nment will tic 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. point identified on the Seller's invocing document- On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will inden nity 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 shomic e in transit emu be made by the Buyer against the Carrier. The Buyer has the respon ibi5ty to inspect shipincnts before m durirg unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or no inspection report hrt ished by the local agent oi'thc carrier in order to support it claim. i L WARRANTY. 'Ihe Seiler warrants only that it will convey good title to the product and that, at file tilde of shipment. the product will conform to the published ,pecificacions of the Seller. Seiler's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRAN'T'Y OF ANY KIND, LiXPRESSED OR INIPL IFDf iS MADE BY SELLER. INCLUDING ANY IMPLIED WARRAN'1TES OF MERCHANTABiLITY OR FT INESS FOR A PARTICU- f..AR PURPOSE, Failure of the Buyer within¢ thiry' 30) clays after receipt of the Product delivered hereunder to gidv notice. IlUt such product is not it, su warranted hail be ;in tuulunhtied acceptance of Such product and it w ricer id all clainaS w ith respect therein. In the event of an nileged beach hereof by tare Seller, the sole rrnrcde available to the Buy,:r on account of any defect in the product shall tic limited to the iepla, e ment OF Such deg •ure product b rile Seller. In the event the remedy provided hercip sh:alf be deemed to have failed Its es,entml purpose. then the Buyer ahall he ::nailed only to a refund of the :amounts paid to true Seller for such defective Poduct. 12, LIMITATION OF LIABILITY. THE BUYER SHALL, NOT BE ENTITLED TO RLCOVER FROM SELLER INCIDENTAL. OR CONSLQUE,NTIAL DAMAGES OR EXPENSES, INCLUDING. BUT NOT LIMITED TO, THOSE INCURREI) ON rACCOLINT OF THE QUAL.fpY OR AMOUNT OF PRODUCT' DELIVERED OR THE NON DELIVERY OF PRODLICI'. The Buyer assumes all risky and liability for any damage to persons or property resulting front the u.,c of the product delivered hereunder in manufacturing processes of file Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer uguimt loss or damage arising out of legal action for direct parent 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. 'file 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 die purchase price therefore is fully paid, Buyer agrees to execute such financing sratements and other docurnencs :is Seller nay determine to he necessary to such security interest. 15. GOVERNING LAW. Any agreement haled on the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provide d that delivery terms shall be governed by INCOTERMS as published by the International Chamhcr of Conmtercc, 1€. ASSiGNABILFfY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consem of the Sells mu] any purported as,iennient without Such consent shall be void. 17. ENTIRE AGREF LENT. if accepted. this offer and the terms 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 he of any force or effort unless in writing and signed by che'parties.souaht to be bound thereby: and ,no modification shall.7e effected by the acknowledgment or acceptance of purchase order forms containing different'teruis'or conditions. North American Salt Company A/ A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO ERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER ATLANTA, GA 30384 -7043 FED P.O. BOX 277043 48- 1047632 NET 60 DAYS 2/13/2009 70326387 SOLD To: 462129 C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 UNITED L IN 460 UNIT TATES OF F AMERICA SHIPPED FROM I DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 02/13/09 W0904W 330895 330895 SO CARRIER RAIL EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 7 65 9 9_ TRUCK 1 SHIPPING, POINT D TRUCK B22 TAX STATUS X RELEASE SALES REP EXEMPT �Y TA ID 0031201550 ,_________.__�___I— B22 -I_ PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.6900 TN 84.89 2,180.82 PRODUCT 2,180.82 FREIGHT FUEL SUBTOTAL 2,180.82 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 51,380.0000 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 2,180.82 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE us Q (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS P TERMS AND CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in its bid. Purchase Order, acknowledgment, or other form shall he binding upon tile. Seller except ass expressly agreed in writing by the Seller. Buyer iN hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, Purchase urchase Clyder, acknowledgment, of other forma, THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEP'1ANCF. UPON THE AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Bu,-cr agrees to make payment at Seller': location and at the time specified on the Seller's invoicing document in lawfil money of the U.S, The Seller may, in its Nole judgment, require such other payment terms as it deem, appropriate, including fill] or piriial in advance of- shipttnenf or by le[fer oy credit- 3. PAST DUE ACCOUNTS. A finance charge of rife lesser of) side per month (18% AF'I2) or the highest rate permitted by law will be assns>cd on all past due accounts. Interest charged on a past clue invoice will be assessed from the dine of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILT. BE INVOICED. UNLESS OTHERWISE SPF.CIFIIiD 1 'CFJ1S OFFER, A'P I HC. SELLER S PRICE 1N EF CEC'1' ON'I H!; SC. :FfEDUL.I D DA'1 "F; OF SHIPMENT. Prices On the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the huyer, about the basis or accuracy of this, pricing must lie submitted to the seller in writing within (f) flays of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon t It- written or oral notice to the Seller sulosequentiv accepted in writing by the Seiler and (2 payment to the Seller of reasonable caucxllation charges to be solely dC tennincd by the Seller. 6, C.'REDIT. Credit payment terms must have the prior approve of the Sellers Credit Department and must be specified in writing on the Seller, invoicing document, It at any tittle Buver's financial responsibility becomes impaired or unsatisfnctory to the Seller, Seller reserves the right to "top lipment. on uotificarion :o Buyer. and. to demand poytnent enact aance or at the time of delivery for fur re.delivcries or to require other. security satisfactory -to the SeL'ci. and in the absence then: 4. to c :nrel, without hahility. the unfilled portion of this contract, 7. TAXES. Any tax or other govenmtental charge now or hereafter levied upon production, severance. manufacture. Belk clv, stirrage, consumption. sale., use or ,hipment of Product: ordered or sold frill be charged to and paid by the Buyer. Such taxes are nor covered in the Seller r's pricc' 3. DELAYS. All orders are accepted subject to the Seller', ability to make delivery at tire: tittle and in the quantities specified, find the Seller shall not he liable for damages for failure to make partial fir complete shipment or for the delay in making shipments, lhe. Buyer shall be liable for any added expenses Incuiri•d by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, or May in unloading shipments at- deliver 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, storm), or other acts of God, by war or act of public enema (or civil disturbance), strikes. lack -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 transportation charges, including, but not limited to, carrier's ch.trgt•_, for notifi::ation prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsigmnent will be paid by the Buyer. Ill. TRANSPORT RISKS AND CLAiNIS. Risk of loses and title to products transfers to the F3uyer upon delivery tit 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 rcgukitions and ordinances 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 it shortage in transit must be made by the Buyer against fire Carrier. The Buyer has Elie responsibility to inspect shipniems before or daring unloading; to identify tiny Such damage or shortage and see that appropriate notation is made on the delkery tickets or an inspeclion report furnished by the local a of the carrier in order to support a claim, 11, WARRANTY. The Seller warrant~ only that it will convey good title to the product and that, at the time of shipment, the product will conform to the published ,pecificntions of the Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHF{R WAl2RANTY OF ANY KIND. EiXPRNSSED OR JIMP1,1ED, IS MADE BY SELLER, INCLUDING, ANY IMPLIED W'ARRANIIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buvei withing thirty (ip) clays after receipt of the Product delivered hereunder to give notice that such product is not as sir warranted ,hall be an unqua :hnod acceptance of Such pioducund a waiver of all claims with respect thereto. In dre Twin of an alleged breach hereof by (lie 'Seller. the sole remedy available to the Buyci on account of any defect in the product shall be limited to that replace nl ;nr of such ti ;CectivC product by the Seller. In the event the remedy provided herein shall be deemed to have failed its purpose, then the Buyer shall be enuded only to a refund adthe amounts paid to tlx: Seller for such defective I'roduct. 12. LIMITATION OF LIABILITY. THE BUYER SHALL. NOT BE ENTI'T'LED TO RECOVER FROM SELLER INCBJt >N'1',-NL OR CONSEQ -'NTIA1, DAP AGES OR EXPENSES, INCLUDING). BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AaNIOUNT OF PRODUCT f)ELIVC:RLD OR THE NON -DELI VERY OF PRODUCT f. The Buyer assumes Lill 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 substance; or otherwise. 13. PA'T'ENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infhingcmem in connection with the Selli r':, 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 ENTI REST. 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 he necessary to perfect such security interest. 1 GOVERNING LAW'. Any agreement based on the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery terms shall be governed by INCOTERMS as published by the International Chamber of C'ornmcree, 16, ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller and eny purported as without suer consent shall be void. 17. ENTIRE AGREEINIENT. If accepted, this offer and tire terns on the Sellers invoicing document constitute, the entire a >reeincnt of sale and purchase of the product n :need herein. No modification of this Agreernent shall he of any force or effort unless in writing anil signed by the parties sought to are. (.round thereby, and no modification shall be efEccled by the acknowledgmcnt or acct ^prance of purchase order forms containing diflerent terms orconditions, A/ North American Salt Company A Compass Minerals Company C INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 ATLANTA, GA 30384 -7043 48- 1047632 N 2/18/2009 1 70328235 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 02/17/09 W0904E 333651 333651 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY .7.6599 178 SH!PPING POINT DELIVERED TRUCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.5800 TN 84.89 2,086.60 SUMMA PRODUCT 2,086.60 FREIGHT FUEL SUBTOTAL 2,086.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,160.0000 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 2,086.60 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE us (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERA9S AND CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in its bid. Purchase Order, acknowledernew, or other form shall be binding upon the Seller except as expressly agreed in writing by tire Seller. Buyer is hereby notified of the Seller's ohjeclion to and rejection of any additional or different terms in Buyer's bid, Purchase Order, acknowledgment, or other farms. THE SELLER'S PROPOSAL IS EXPRESSLY LINUTED TO ACCEP'I'ANCI UPON THE 'T'ERMS AND CONDITIONS CONTAINED HEREIN, 2. PAYMENT. Buyer agrees to make payment at Seller's location and at die-time specified on the Seller's invoicing document in lawful money of fie. U S. The Seller may. in its sole judgment, require such other payment terms as it deems appropriate. inclining' full or parna l payment in advance of shiprnebt or by letter, of ciedif. 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 be assessed on all past due accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. 4. PRICES. F.,XCEP`I' AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL 13E INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, AT THE SELLER'S PRICE IN E'l TECT ON THE SCHEDULED DA'ITi OF SHIPMENT. Prices on the invoicing document are net ()fill applicable discounts and promotional allowances. Any questions by tire buyer, about the basis or accuracy of this pricing must be submitted to the seller in writing within 60 days of file date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment tents must have the prior approval of the Seller's Credit Department and mast be specified in writing on the Seller's: invoicing document„ If it any time Buyer's financ is responsibility heeomes impaired or timansfacrnry to t11e Seller, Seller rcr erves the right to Stop shipment_ rm norific:,iion to Saver :nd to demand payment in oolvance or at the time of delivery for future deliveries or to require other security satisfactory toile Seller. and in the absence thereof, to cm; cel, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other govern me tri charge now or hereafter levied upon production, severance. manufacture. delivery.-storace, consumption, sale. use or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery tit the time and in the quantities specified. and the Seller shall not be. liable for damages for failure to oaks 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 unloadin ,�hipnfcnts a( delivery point that life 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, storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes, lock -ours. shortages of labor or raw ma(erials and supplies tioclu(1iug filet) or production facilities, transportation service or equipment shortages or failures, action of any governmental authority or other conditions beyond the Seiler',, reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charge,. including. but not limited to. carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloadinc, diversion, or recon. <ignnment will be paid by the Buyer. 10. TRANSPORT RISES AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery ;at the P.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 raising from the storage, use of handling of such Products. Cairns for damage or shortage in transit must he made by the Buyer against the Carrier. The Buyer has the tesponsibiliEy to inspect shipments heforc or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickers or an inspection report furnished by the local agent of ttme currier in order to support it claim. 11. WARRANTY. The Seller warrants only that it will convey good title to the product and that, at the tonic of 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. EXPRESSt D OR IMPLIED, IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE, Failure of the Buyer within, thirty (30) da after receipt of the Product delivered hereunder n to give notice that such product is not as >o warranted shall be an miqurliued aeeept<uice of such product and a waiver of all claim, with respect thereto;. In dw event of an alleged breach hereof by due Seller. the sole remedy available to file Buyer on account of any defect in the product shall be limited to the replace- ment of su;h defective product by the Seller. In the event the remedy provided herein_ shall be deemed to have failed ins essential purpn<r, then the Buyer 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 13E ENTITLED TO RECOVER FROM SELLER INC IDI OR CONSI QUENTIAI_ DAMAGES OR EXPENSES, INCLUDING, BUT NOT LIMITED TO. THOSE INCURRED ON ACCOUNT OF THE QUALITY OR ANIOUNI' OF PRODUCT DELIVERED OR THE NON- DF.,LIVERY OF PRODUCE The Buyer assumes all risks and liability for any damage to persons or property resulting front 1110 use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATEN Tlic Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with file Seller's manufactures of Product, provided the Seller is notified promptly of any such aerian with complete information and is given :in Opport to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains it security interest in all Products furnished by the Seller and (he proceeds thereof', until (he purchase price therefore is fully paid. Buyer agrees to execute such financing sta(enments air(] ocher document as Seller may determine to be necessary to perfect such security interes(. 15. GOVERNING LAW. Any agreement based on the acceptance of this offer shall be construed in accordance with and governed by the L.uws of the State of Kansas provided that delivery terms shall 6t: governed by )NCO rERMS as published by the International Chamber of Commerce, 16, ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable 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 Seller's invoicing document constitute the entire agreement of sale and purchase of th., product named herein. No modification of this Agreement shall be of uny 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 forms containing different terms or conditions. North American Salt j Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 48- 1047632 NET 60 DAYS 2/18/2009 70328236 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 02/18/09 W0904W 333654 333654 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 1 SHIPP POINT DELIV TRUCK B2 2 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.6600 TN 84.89 2,093.39 S UMMAR Y: PRODUCT 2 ,093.39 FREIGHT FUEL SUBTOTAL 2,093.39 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,320.0000 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 2,093.39 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1. OFFER. No terms ;rated by Buyer in its bid, purchase Order, acknowledgment, or other than 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 terrns in Buyers hicL Purchase Order, acknowledgment. or other forms. THE SELLER'S PROPOSAL IS EXPRESSLA LIMITED "iO ACCEPTANCE UPON l'HE TERMS AND CONDITIONS CONTAINED IIERHiN. 2. PANAW.NT, Burger agrees to make payment at Seller's location and at the time specified on the Seller's invoicing_dueumcnt'in lawful money of the US: T liv Seller may, in it; sole judgment. require such otter payment terms as it deer is pprc)liriate, including full or in advance it 'shipment or b letier cif,. credit. 3. PAST DUG ACCOUNTS. A finance charge of the lesser of 1.5°.z pct month (1 8% APR) m the highest rate permitted by law will he assessed on all past title accounts. Interest charged on a pats[ clue invoice will be assessed from die hate of the invoice. 4. PRICES. EXCEI'1' AS OTHERWISE SPEC'IF'IED IN THiS OFFER. i'RICES ARE SUL37E('T TO (.'.RANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHEMVISE SPECIFIED IN THIS OFFER, ATT'HE SF,LLER'S PRICE IN EFFECT ON TILE 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 hasis or accuracy of this pricing must be, submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION ANT) MODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by the Seller and (_i) payment to the Seller of reasonable cancellation chain[; to be solely determined by the Seller. 6. CREDIT. Credit payniert terms must have the prior approval of the Seller :s Credit Department and must be specified in writing on the Seller's invoicing do a ciit, ]f any tinre.Buyer's fvi :racial refponsibi_lity becomes impaired or inicuuisfhetory to the Seller. ie:scrves tae -right to >tup :hipmem, an nonrictit;on it: Bit y ei and to dcmwd payment in a(Idance or :it the time of delivery for future dclIVOIeS or m require other security satisfactory to the. Seller, anJ in the ab, ecm e thereof, to cancel. without liability, the unfilled portion of this contract. 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 or sold will be chtarged to and paid by the Buyer. Such taxes are not covered in the. Seller's price. S. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the tittle and in the quantities specified, and the Seller shall not be liable for dartac„es for failure to make partial in complete shipment or fir the delay in making shipments. The Buyer shall be liable for tiny added capense, inclined by the Seller hecause of 13u delay in furnishing requested information to the Seller, dela resulting from order chances by the Buyer. or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not he liable for delays or defaults in delivery caused by forces heyond its control including but not limited to {hods, Fires, storms, or other acts of God. by war or act of public enemy (or civil disturbance), strikes, lock -outs. shortages A 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 reasonahle control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges, including, but not limited tit, canici's charges rot notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsignrnem will he paid by (tie Iluyer, 10. '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 Salem's invoicing document. On receipt of title. the Buyer is then responsible for proper protection of Products and coniphancc with all regulation:, and ordinances and will indemnify the Seller against till clainis for personal injuries or property damage ;rising from the storage. use of handling of such Products. Clatirts for damage or [homage in transit most tie made by the Buyer against the Carrier. The 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 tai inspection report furnished by the load a;ent of tie carrier in order to support a cuing. 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 oily time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. 1S MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer writhing thirty i0) days after receipt of the Product delivered hereunder to give notice that such produci i,., not as No wunanted shall be an unij amh wd 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 Nhall he limited to the replace- ment of >mh defective product by the Seller. In the event the remedy provided herein shall he deemed to have failed its c,,,,ntial purpo>e -then .the Huyrr shall he smite( only to a refund of the anunnits paid to the Seller for Such dcfc;tiye Product. 12. LIMITATION OF LIABILITY. THE. BUYER SHALL NOT 13E ENTITLED TO RECOVER FROM SF11- R INCIDENTAL. OR CONSEQUENTIAL DAMAGE OR EXPENSES, INCLUDING. BUT NOT LIMITED'1'O,'niOSI?. INCURRED ON AC( :OUNT OF THE QUALITY OR AMOIiNT OF PRODUCT DELIVERED OR THE NON DELIVERY OF PRODUCT'. The Buyer assumes all risks and liability for any damage to persons or property resultin;, tiOm the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. MTENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection w -idi the S'eller's manufacture of Product, provided the Seller is notified promptly of any such action with complete inforrnarion and is given an opportunity to defund. 14. ShA,'U 21TY INTEREST.'I'he Buyer hereby grants to tie Seller and the. Seller hereby retains a security interest in till Products furnished by the Seller and the proceeds thereof. tntil the purchase price therefore is fully paid. Buyer agrees to execute Such financing stiuements and othci docuniems as Seller may determine to he necessary to perfect such security interest. 1 GOVERNING LAW Any agrecmeut based oil the acceptance of this offer shall be construed in accordance with and governed by the Lows of the State of Kansas provided that delivery terms dial) be governed by 1NCOTERMS as published by the International Ch,unber of Commerce. 16. ASSIGN ABILITY. Any agrecmciu based on the acceptance of this otter shall net be assignable by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall be i =oid. 17. ENTIRE AGREEMENT. If accepted, till, offer and the terms on the Seller's invoicinh document constiune the entire agreement of stale and puiJuise of thy prod: u named herein. No modification of this Agreenient shall he of any force or chart unless in writing and s gned*by the parties sought to be bound thereby, and '_n�) mrulification shall be effected by the acknowledgment or accept'6ce of"purchase order forms coruaining different terms or conditions. North American Salt Company s A/ A Compass Minerals Company INVOICE s_ Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.OI. BOX 2 7 7 43 30384 -7043 48- 1047632 NET 60 DAYS 2/10/2009 70324653 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126Th STREET WESTFIELD, IN 46074 UNITED IN 46033 UNITED TATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 02/10/09 W 0905W 330892 330892 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599, IZ8 SHIPPING POINT DE LIVER.ED TRUCI<.. B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.4400 TN 84.89 2,159.60 SUMM PRODUCT 2,159.60 FREIGHT FUEL SUBTOTAL 2,159.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,880.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER I PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 2,159.60 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE us (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS P TERMS AND CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in is bind, Purchase Order, acknowledgment, or other forth 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 Buyer': hid, Purchase Older. acknowledgment. or other forms. THE SELLER'S PROPOSAL. IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERN AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. B4 agrees to make pdvnient at ;Seller's location and at thc-time sgcocilied on the Sella s igvciicing ducmnent in lawfid moncy.ol thc'U.S The Seller may. in it judgment,.requirc such other payment terms as it deems appropriate „including full.or partial payment.in advan e'efship rient..or'hy feifer.oi credit. 3. PAST DUE ACCOUN'rS. A finance charge of the lesser of 1.5`41 per month (18`h APR) cm the highest rate permitted by late will be assesscdl on all past due accounts. Interest charged on a past due invoice will be assessed from the date of fit,! invoice. 4. PRICES. BXCEPT AS OTHERWISE: SPECIFIED IN THIS OFFER. PRICES ARF SUBJECT TO CHANGE: WIT'HOIJI NOTICE. ORDERS WILL. BE INVOICED. UNLESS OTHERWISE-SPECIFIED IN THIS OFFER..krTHE SELLER'S PRICE IN ITI-ECT ON T] IF SCHEDULED DA1 E.. OF SHIPMENT. Prices on the invoicing document are net JAI applicable discounts 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 clays of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1 written or oral notice to the Sellci subsequently accepted in wrung by the Seller and payment to the Seller of reasonable cancellation charges to he solely determined by the Seller. G. CREDIT. Credit payment terms must hitvc the prior approval of the Sciler's Credit Department and roust be specified in writing on the Seller's invoicing document. If at any Lluyer's finarl tespor biliiy beconwsimpaired or a nsadsfactory to the Seller. Seller reserves the neht to .,top hipmcm, an notiiicationto Buyer srd to dem payment in advance or at doe time of delivery for future deliveries or to require other security ;nusfactory 10 the Seller. and in the ab,en: e thereof, to �amt:6, without liability, the unfilled portion of this contract. 7. TAXES. any tax or other charge now or hereafter levied upon production, severance, manufacture, delivery, moiage, consumption, sale, use or shipment of Products ordered or sold will be chiitged to and paid by the Buyer. Such ta.ces are.not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities snet:ificd; and the Seller shall not be liable for damages for failure to make partial or complete shipment or for the delay in making shipments. '11he Buyer shall be liable firr arty addend expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting horn order changes by the [Ill er y, or delay in unloading shipments at delivery point that are. the hudt of Buyer. The Seiler shall not he liable for delays or defaults in delivery caused by force, beyond its control including but not limited to floods, fires, storms, or other acts of Good, by war or act of public enemy (or civil disturbance), spikes, lock -otns, shortages of labor or raw materials and supplies (including fuel) or production facilities, transportation service or equipment shortages or failures. action of any governnxntal authority or other conditionz beyond the Steller', reasonable control. 9. SHIPM NT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges, inNuding, but not limited to, canTier's charges fur notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsienrneni will he paid by the Buyer. 10, TRANSPOR'r 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 Products and compliance with all regulation, and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising front the storage. use of handling of such Products. CL•unu for damage or shortage in transit must be made by the Buyer against the Carrier. The Buyer has file responsihility to inspect shipments before or during unloncting to identify any such damage or ,shortage and see that appropriate notation is made on the delivery tickets or stn 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 'Lood title to the product and that, at die time of shipment, file product will conform to the published specifications of the Seller, Seller's specifications are subject to change at tiny time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. IS MADE, BY SELLER, INCLUDING ANY IMPLIEaD WARRANTIES OF MERCHANTABILITY OR FI rNI-SS FOR A PARTICU- I.AR PURPOSE. Fa0urc of file Buyer "tithing thirty 0) day, after receipt of the Product delivered hereunder to give notice that such product I, not am mo waranted shall be ten unquahf+ed acceptance of such product and a teaivcr of all chains 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 shall be lirtnted to the replacc- nwnt of rush defective product by the Seller. In the event the remedy provided herein shall he deemed to have failed it, cssienoal purno the Buyer sh.fll he entitled onl to a refund of dtc amounts paid to the Seller for such detective Product. 12, LIMITATION Oil LIABILITY. THE BAYER SHALL NOT BL ENTITLED TO RECOVER FROM SEL.LkR INCIDLNTAL, OR CONSEQUEN'hlAt, DAMAGES OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, THOSE' INCURRED ON ACCOUNT OF THE QUALITY OR AMOU=NT OF PRODUCT DELIVERED OR THE NON- DELI VERY OF PRODUCT 'Me Buyer assumes all risks and liability Ibr any damage to persons or property lealftiiif, born the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other subetanees or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent inhingement in connection wirh the Seller's manufacture of Product, provided the Seller is notified promptly of any .much action with complete information an(.) is given an opportunity to de.f nd. 14, SECURITY INTEREST. The Buyer hereby grants to the Seiler and the Seller hereby Emirs a security interest in al) products furnished by the Seller and the proceeds thereof. until the purchase price therefore is fully paid. Buyer agrees io execute Such Financing statements and other documents as Seller may determine to he necessary to pericci 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 Laws of the Suite of Kansas provided that delivery teams shall be governed by INCOT E'RNIS as published by the international Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of Cite Seiler and aEly putt orted assicnnicnt without such consent shall be void, 17. ENTIRE: AGREEMENT. If accepted, this offe and the terms on the Seller's invoieing document constitute the entire agreement of sale and purchase of the product named herein. No modification of this Agreement shall be of any force tar effort unless in writipf and signed by the'parties sought to. he botinci thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. North American Salt Company a A/ A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID M PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 ATLANTA, GA 30384 -7043 48- 1047632 2/10/2009 1 70324523 SOLD To: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 460 UNITED TATES OF F AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 02 /10/09 W0905W 329610 329610 SO CARRIER RAIL /TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 SHIPP POINT DEL-IV E RE_ D TR UCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.1200 TN 84.89 2,132.44 SUM MARY: PRODUCT 2,132.44 FREIGHT FUEL SUBTOTAL 2,132.44 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,240.0000 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 2,132.44 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE us (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERN4S AND CONDI'T'IONS OF SALE 1. 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 tie and rejection of any additional or different terms in Buyei's bill, Purchase Order, acl_now ledgmenr, or other forms. THE SELLER'S PROPOSAL. IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDI'T'IONS CONTAINED HERElh. 2. PAS'A' Y.Mr. Dilyer agrees to make payment at'Seller's location arid at theti'm specified on the r'.: irivoidne.clocuent in lawful memey,ot the The T Seller may. tit its sole judg nett.. require, such other payment terms as it deems ;appropriate, including.. full or partial payment, in,ac£vance oT ..htpii eitiia bs.letter..o credit. 3. PAST DUN; ACCOUNT :S.A finance charge of the lesser of 1.5`41 per month (0 APR) or the highest rate permuted by law will be assessed vn :,It past due. accounts. Interest charged on a past due invoice will be assessed from the date of the invoice. 4. PRICES. EXCEIYT' AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE. WIT'HOOT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS OFFER. ATTHE SELLE R'S PRICE IN LFI -1 '1 TI IP SCHEDULED DAI F OF SHIPMENT'. Price, on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricing must be submitted m the seller in writing within 60 clays of the date of the invoice. S. CANCELLATION AND NIODIFICATION. Order; may be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by the Seller and (3) payment to the Seller of reasonable cancellation chau'gc.< to be solely determined by the Seller. fi. CREDIT. Credit payment semis must have the prior approval ofthe Seller's Credit Department and roust he specified in writing on the Seiler in.oiciq ,to,umcot, liar an; time; Uu }yr s finonoial responsibility becoowe impaired or. unsausfiraory to the Seller. Scllur reservcs the rigi r? ,tiu;p shipment, on notfication to Buyer :utd to demand payment in advance or at the time of delivery for future deliveries or to require other .security satisfactory to the Seller, and in rile absence thereof, to c tinsel, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other eoverntnental ch• rgc nosy or hereafter levied upon production, severance, rnanufa: tune, delivery, storage. consumption, sale, use ca shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes are not covered in the Selkr's price. S. DELAYS. All orders ore accepted subject to the Seller's ability to make delivery at the time and in the quantities speuified.'and the Seller shall not be liable for clemagcs for failure to make partial or complete shipment or for the delay in making shipments. '11c Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing recluested information to the Seller, delays resulting front order chancey by a e Buyer, or dey in unlondin 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. Storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes, lock -rnuS, shortages of labor nr raw materials and supplies tincludiug fuel) or production facilities, transportation service or equipment shortages or failures, action of any goycmincntal authority or other conditions beyond the Seller's reasonable control. 9. SHIPNILN'P COSTS. Unless otherwise specified on the Seller's invoicing document, Al transportation charges, including, but not limited to. carrier's charges Rte notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or «consignment will be paid by the Buyer. 10. 'TRANSPORT RISKS AND CLAINIS. Risk of loss and title to Products liansfers to the Buyer upon deliver) at the Tc.O.B. point identified on the Seller's invoicing document. On receipt of tide, the. Buyer is then responsible for proper protection of Products and compliance with till regulations and ordinances a 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 darnage or :homage in transit roust be made by the Buyer against the Carrier. The Buyer has tile. responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on die delivery tickets or an inspection report furnished by the lord agent of the carrier in order to support a claim. 11, WARRANTY. T'he Seller warrant; only that it will convey good title to the product and that, at the time of shipment. the product will conform to the published specificattiou+ of the Seller. Seller's specifications are subject to change tit tiny time, without notice to Buyer. NO O'T'HER WARRANTY OF ANY KIND, F XIlRtSSED OR IMPLIED. IS MADE BY SELLER, INCLUDING ANY IMPLIED NN'ARR.AINTIGS OF N1ERC"H,ANTAMI-ITY OR FITNESS FOR A PARTICU- IAR PURPOSEE. Taiiure of the prover withing thin% (30) days after tec er eipt of the Product dcli hercund to gist notice ±had such product i, m,t as 'o warranted slta'I ho an uxlutdtf -J a;xcptancc of sup h pioducr and a waiver of all claims with respect thereto_ In ttte e of all alleged breach hereof by the Seller, the sole remedy aeailablc to the Buyer on account of any defect in the product >twil be limited to the repi ;tc,t- irwm of such defective product by the Seller. In the event the remedy prmided herein shall be ,Teemed to have failed it, cvcnual purpo>a; then the llluyer shall be enotl�d otty b) a Iei'uold of the amounts paid (o tile Seller for Such defective Product. 12. LIMITATION OF LIABILITY. THE BUYER SI[ALI.., NOT BE ENfITLFD'L'O RECOVER FROM SLILL R INCIDENTAL. OR C'OMEQUENTIAL DANIAGES OR EXPENSES, INCLUDING. BUT NOT I. MITED TO, THOSE INCURRED ON ACCOUNT OF PIlF QUALF1 Y OR AM01 1'N'f OF PRODUCT DELI VBRED OR THI3 NON DELIVERY OF PRODUCT.'Me Buyer assumes all risks and liability for any damage to persons or property resultim; from it) the use of the product defivered hereunder in manufacturing processes of the Buyer or in combination with other Substances or otherwise 13. PATEN'GS. The Seller agrees to defend and protect 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 anv such action with complete information and is given an opportunity to defend. 14. SI3('.URF1'N" 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 execute Such financing st foments and other documents as Seiler nuiy deternune to be necessm y to perfect such security interest. 1S. GOVERNING LANK. Any agreement based on the acceptance of this offer shall be construed in uccordancc with and governed by the Laws of the State of Kansas provided t deliver) terms shall be governed by INCOTERN1S as published by the International Chamber of Commerce. 10. ASSIGNABiLIT Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written coriscm A the Seller and tiny purported aM�igntncnt without Such Consent Shall be void 17. ENTIRE AGRVE.NIENT. If accepted, dais offer and the terns on the Sealer's invoicing document constitute.the entire nereement of tale and pnrghasi� of the product ct named herein- No mgilification of: this Agreement shall be of any force or effort unless in writing *and signed by Mlle parties sought to be h6und thereby, and no modificit6on shall tee effected by the acknowled or acceptance of purchase order forms containing different terms or conditions. A/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 48- 1047632 NET 60 DAYS 2/10/2009 70324652 ATLANTA, GA 30384 -7043 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995- AUGUSTROBBENSSONS 02/10/09 W0905E 330891 330891 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 -1.78 SHIPP P OINT DEL I VERED TRUCK .1322_ TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 622 PRODUCT DESCRIPTION TAX I QUANTITY J UOM I UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.9100 TN 84.89 2,114.61 PRODUCT 2,114.61 FREIGHT FUEL SUBTOTAL 2,114.61 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT... 49,820.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 2,114.61 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE Q (Terms and Conditions of Sale are also available at wvvw.nasalt.com). IN US DOLLARS US TERMS AND CONDITIONS OF SALE i. OFFER. No terms stated by Buyer in its bid. Purchase Order, acknowledgment, or other forni shall be binding upon the Seller except as expressly agreed in writing; by the Seller. Buyer is hereby m y notified of the Seller's objection to and rejection any additional or different ter; in Buyer's bid, Purchase Order, ackuo +vledgment, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY Ll.NI11 ED'TO ACCEPTANCE UPON THE TF MIS AND CONDITIONS CONTAIN F.D.I I EREIN 2. PAYMENT, NT, Bioeer agrees to make payment ut Seller's locution and at the -tirne peofied on the Scll r;s invoicin dgyument in lawful moncy I the C, T(tci. Seller m tv in its ,Ole judement, require suth other'payment terms as it deems dppro&ilte. mcluding full'dir partial p yrnelrI in rdvance of shi meat or try lencr :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 be assessed on all past dice accounts. Interest charged on a past due invoice %gill be assessed from the date of the invoice. 4. PRICES, FKCEPi' AS OTHERWISE SPECIFIED IN THIS OFFER, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BI:- INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER. ATTIIE SELLER'S PRICE IN EFFECT ON THF; SCHEDUL..ED DA•iT OF SHIPI ILN'I prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricing mutt be submitted to the seller in writing within 60 Buys of the (fate of the invoice. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon 1) wriaen or dial notice to the Seller xu6sequently accepted in writing by the Seller and (2) payment to the Seller of reasonable. cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terms must have the prior approval of the Seller' Credit Department and must be specified in writing or the Seller's invoicing document. If at any time I3uyvr's.finauciel responsibiliiy becomes impitired or unsatisfactory to the Seller, Seller ic.,crves the iiglit; to ,tr+p shipment. on nutiltr::ri,ro Buyer and to demand paymicnt in advance or :it the time of delivery for future deliveices or to require other security ,,ausFrcusry to the .Sellei, and in the a.ibscncc• thereof, to c;meel, without liability. the unfilled portion of this contract. 7. TAXES. Any tax or other Fovrrnmental charge now or hereafter levied upon production, severance. manufacture, delivery, storage, con,umpuon. talc. use or 'Shipment of Products ordered or sold will be ch. irged to and paid by the Buyer. Such taxes are not covered in the Seller's price. S. DELAY'S. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities Specified, and the Seller Shall nor be liable for darnages for failure to make partial of complete shipment or for the delay in narking shipments. 'Ilse Buyer shall he 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 Buy(tr, or delay in unloading shipment, 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, storms, or other acts of God. by war or act of public enemy for civil disturbance), Strikes- lock out., shortages of labor or raw materials and ,applies (including fuel) Of production facilities, transportation service or equipment shortages or fail action of any govermnental authority or Other conditions beyond the Seller's reasonable conuol. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges. including. but not limited m. carrier's charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsignntent will be paid by the Buyer. 10. 'TRANSPORT RISKS AND CLAiMS. Risk of loss and title to product, transfers to the Buyer upon delivery at the F.0,13, 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 .wising from tire storage, use of handling of such products. Claims for damage or shortage in transit must be made by the Buyer against the Carrier. The 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 ticket, or an inspection report furnished by the local agent of the carrier in order to support a claim. 11. WARRANTY The Seller wa nitnis 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 any time without notice to Buyer. NO OTHER WARRANTY OP ANY' KIND, EXPRESSED OR IMPLIED, IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRAN"IILS OF MU.RCHANT:ABiLITY OR FITNESS FOR A MRTiCl.t- LAR PURPOSE. Failure of the Buyer wilting thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not ss +O warranted htdt be an unqualified :,acFpuirlce of such product and a waiver of id) claim:, with respect thcrem. in the event of an Alceed breach hereof by the Seller, the sole remedy available to the Buyer oo account of any defect in the product shall be limited ter the replacc- meait of such defective product by the Seller. In the event the remedy provided herein shall be deemed to halve failed it, essential purpose•, then the Buyer shall he dmiitied imty ui a refund of the amounts paid to the Seller for such defective Product. v, 13, LiMITATioN OF LIABILITY. THf? BUYER SHALL, NOT BE, E.NTI' LAM TO RT( "(')VER FROM SELLER INCIDIiNIAL OR CONSEQUENTIAL DAMAGES OR EXPENSES. INCLUDING, BUT' NO Lltv11'11,D TO,'f'HOSI's INCURf213D UN ACCOUN'I'OFTHE QUr1Lll'Y OR AMOUNT OF PRODUCT DU IVERIT) OR THE NON- DF,LIVERY OF PRODUCT, The Buyer as,umcs all risks and liability for imy damage to persons or property resulting fioni the use of rite product delivered hereunder in manufacturing processes of the Buyer or in co full ination with other substances or oltcrwi,c. 13. E -kTENTS.'i'he Seiler agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller', manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. Id. SECURITY INTEREST The Buyer hereby grants to the Seller and the Seller hereby retains it 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 stiuements and other document,, as Seller may determine to be necessary to perfect such security interest. Ii, GOVERNING LAW. Any agreement based on the acceptance of this offer shall be construed in accordance with and governed by the l._aw> of the Sate of Kansas provided that delivery terms shall be governed by INCOTF,RMS as published by the International Chamber of Commerce. 16, ASSIC;NABII,ITY. Any agreement based on the aecepumce of this offer shall not be assignable by the Buyer without the prior written consent of the Seller arid ally purported assignment without such consent shall he void. 17. ENTIRE AGREEMENT. If accepted, this offer and the terms on the Seller's invoicing document cunsifwte ttie entire agreUriienr o1' rule and purchase of rile product named herein. No modification of this Agreement shall be of any force or effort unless in writing and signed by thepprtfes Souglirto hr. bn nd'thareby, ,mil no modification shall be effepred by the acknowledgment of accepumce of purchase order forms conutlning different terns or cone itiiihs. North American Salt C ompany A/A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT T0: FEDERAL ID 1PAYMENTTERMs INVOICE DATE INVOICE NUMBER P.O. NTA ?GA 7043 '48- 1 NET 60 DAYS 2/6/2009 70323081 SOLD TO: 462129/C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED TATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 02/06/09 W0905E 329609 329609 S0 CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 S NIPPIN G, P {?INT .DF_I !VER[D'TRI: r 622 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.2300 TN 84.89 2,056.88 -SOMMA PRODUCT 2,056.88 FREIGHT FUEL SUBTOTAL 2,056.88 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 48,460.0000 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 2,056.88 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US Germs and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1. OFFER. No tenor stated by Buyer in its bid. Rxchase Order, acknowledgment, or offer form shall be binding upon the Seller except as expressly agreed in wtiting by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, Puicfase Order, acknowledgment, or other forms. f*-, SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO AC.0 EII]'ANCE UPON THE T AND CONDITIONS CONTAINEU 11ERF..IN. 2. PAYMENT. Buyer agrees to.make payment at Sellers location and at the,time ;specificd on the s0lers invoicing in lawful money of dia.U.S. The, Seller fray. rt'its sole judemenn, iequird'sueh other payment terms its it deems appropr ate: inehr<hn; full or partial pavrnent to advance' rf hipirtent cry by letter of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5`k per inonth (184 APR) or the highest rate permitted by law will be assessed on all past due accounts. inlercst charged on a past due invoice will be assessed from the date of the invoice. 4. PRICES. F XCEPT AS OTHERWISE SPECIFIED IN THIS OFFER, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDF_RS WILL BE INVOICED. UNLESS OT'IJURWISL SPEC .1FIED IN THIS OFFER, APTHE SELLER'S PRICE IN EFFECT' ON THE SCHEDULED DApF- OF SHIPMENT. Prices on the invoicing document are net crf ail applicable discounts and promotional allowances. Any questions by the buyer, about the basis of accuracy of this pricing rrwst be submitted to the seller in writing within 60 days of the date of the invoice, S. CANCELLATION AND MODIFICATiON. Orders may be canceled by Buyer only upon 1) written or oral notice to the Seller sohsequcnl accepted in writing by the Seller and payment to die Seller of reasonable cancellation charges t0 be solely determined by the Seller. ti. CREDIT. Crcdit payment terms nmst have the prior approval of the Seller', Credit Department and must be specified in writing on the Sclier''s invoicing 60C'U,110nt- If at any ante Buyer's hnan,cial responsibility becomes impaired or unsarist:aeurry to the Seller. Seller reserve, the-right to stop shipment, on notificaion to.. Buyer anci to demand payment in advance or arthe tine of delivery for torture deliveries or to recjuire other security satisfactory tfi dic sclici, and of the aha: ncc thcteof stn cancel, without liability. tile unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance. manufacture. delivery. storage, consumption, safe. use or shipment of Products ordered or sold wifl be charged to and paid by the Buyer. Such taxes are not covered in the Seller's price. S. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quanities specified. and the Selidr shall not he liable for damages for failure to make partial of complete shipment or for the delay in making shipments. The Buyer shall he 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 heyond its control including but not limited to floods, fires, storms, or other ads of God. by war or act of public enemy tot civil disturbance), strikes. lock -outs, shortages of labor or raw materials and supplies (including fuel) of 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 COS'T'S. Unless otherwise specified on the Seller's invoicing document. all transportation charges, including, but not limited to. carrier's Jiar,es 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 transfers to the Buyer upon delivery art the P.O.B, plain 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 indetunify 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 must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate nounion is made on the delivery tickers or an inspection report furnished by the local agent of the carrier in order to support a claim. IL WARRANTY. The Seller wanants only that it will convey good title to the product and that, at the tittle of shipment. the product will conform to the published specifications of the Seller. Seller's specifications are subject to chance at any time without notice to Buyer. NO OTHER )NARRANTY OF ANY KIND. fiXPR13SSED OR IMPLIED, iS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHAN'IABIl I Y OR FITNESS FOR A RAK'f1CU- L.,AR PURPOSE. Failure of the Boyer within, thirty (30) days after receipt of the Product delivered hereunder to give notice that such product i, not as m) arranred shall be an unqualified acrep arse of mwit product and a waiver of all claim, with respect thereto, in the event of on alleged breach hereof by the Seller, the Tole remedy available to the Buycr on account of any defect in the product shall be limited to ills rt place- ment of such cleRstive 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 emitted onk to it refund of the amounts paid to die Seller for such defective Product. 12. LIMITATION OF LIABILITY. THF BUYER SHALL NOT BL; F„NTffl -ED TO RECOVER FROM SFILLER iNCIDFNT.AL OR C ONSC(1UENTIAI_ DADT AGES OR FXI INCLUDING, BUT NOT LiNIIIED TO. THOSF iNCURRI?D ON ACC:OLNT OF 11 IF QUALITY OR M,10U.NT OF PRODW:T Dts1.1VERED OR TILE NON -i E1..1VERY OF PRODUCT,'Ile Buyer asmnies all risks and liability for any danwge to persons or propertti rests lti nf; from the use:: of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other Substances or otherwisc- 13. PATENTS. "Ile Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infrine.ement in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete infimretion and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains it security interest in all Products furnished by fro Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other documents as Seller may determine to be necessary to perfect such security interest. 15. GOVERNING L.:AW. Any agreement bused on the acceptance of this offer shall be construed in accordance with and ,oyerncd by the L S of the State (if Kansas provided that delivery terms shall be governed by INCOTERMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this killer shall not be assignable by the Buyer without the prior wikien consent of the Seller and any purported assi,nment without Such consent shall be void 17. ENTIRE AGREEA4ENT. If accepted, this offer and the terms on the Seile'r'sAnvoicing document constitute the entire`agieenrant of s:de and purchase of rlic product named herein. No modification of this Arrecment shall be of any force or effort unless in writing and signed by the parties sought, to he begnd thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order foams containing different terns or conditions: A/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 C PLEASE REMIT 10: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 48- 11047632. 1 NET 60:DAYS. 2/16/2009 70327026 SOLD To: 462129 C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 02/16/09 W0905E 330896 330896 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 _SOPPI P OINT_ PE LI F_D,TRUCK ,._1322 TAX STATUS TAX IL) RELEASE SALES REP EXEMPT 0031201550 622 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.9300 TN 84.89 2,116.31 .SUMMAR.Y: PRODUCT 2,116.31 FREIGHT FUEL SUBTOTAL 2,116.31 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,860.0000 Gross Pounds FOR BILLING. INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE' PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS I US 2,116.31 This Sale of Goods is subject tb the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE Us (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS P '1 AND CONDITIONS OF SAGE 1. OFFER. No terns stated by Buyer in its bid. Purchase Order, acknowledgment, or other tirm 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 additional of different terms in Buyer's bid, Purchase Order, acknowledgment, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED T'O ACCEP'T'ANCE.; UPON THE T'ERNIS AND CONDITIONS CONTAINED.) IICREIN• 2. PAYNIENT. Bu agrees to make payment a( Seller's location and at the-time specified on the Sellers in voicing- document in lawful money of the.0 "S,T1iz.' Seller may. in its sole judgment, rtquire'such other payment terns as it d gin`s iappropti ac including full or p anal p n rncnt to advance of shipment or by letter of Credit. sass 3. PAST DUE: ACCOUNTS, A finance charge of the lesser of 1.5 per month (IM APR) or the highest rate permitted by law will be assessed on all past due accounts. ]merest charged on at past due imoice will be assessed from the (tale of the invoice, -t. PRICES. FXCEPI AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED.) 1N THIS OFFER, AT THE SELLER'S PRICE IN iiFFL•Ci' ON THE SCHEDULED DATE:OF SHIPMEN1 Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis to accuracy of this pricing must be submitted to the seller in writing within 60 days of the elate of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon 1) written or oral notice to the Seller subsequently accepted in writing by the Sellerand (2) payment to the Seller of reasonable. cancellation charges to be solely determined by the Seller. 6. CREDIT. Credit payment terms must have the prior approval of the SclluCs Credit Department :end most be specified in writing on the Seller's invoicing do,nnne'u_ If et any time Bava s tinpnctal responsibility becon.rs impaired or unsatisfactory to fix Scller Sill .r reserves the light to stop shipment. on to D3uyer and to demand payment in advance of at the time of delivery for future deliveries or to require other securfty >ati.firctory to [he Seller, anti in the nb.encr thcteof, to cancel without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance. manul:acntre, deliver}. storage, consumption, sale. use or shipment of Products ordered or sold xill be chitrged to and paid by the Buyer. Such taxes are not covered in the Seller's price. S. DELi1YS. All orders are accepted suhiect to the Seller's ability to make delivery in (tie time and in the quantities specified, and the Scllcr shall not be liable for daurages for failure to make partial of complete shipment or for the delay in making shipments. The Buyer shall he 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 al delivery point that are the fault of Buyer. The Seller shall not be liable for delays of defaults in delivery caused by forces beyond its control including but not limited to floods, fires, storms, or other acts of (.sod. by war or act of public enemy (or civil disturbance), strikes, lock -outs. shortages of labor or raw materials and supplies including fuel) Ur production facilities, transportation service or equipment shortages or failures, action of any governmental authority of other conditions beyond the Seller's reasonable control. 9. smpNwwr COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges. including, but not limited to. carrier': charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or recom ignntent will be paid by the Buyer: in. TRANSPORT RISKS AND CLAiNIS. Risk of loss and title to Products transfers to the Buyer upon delivery at the F.O.B. paint 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 reguhnions and ordinances and will indernnify the Seller against all clairn,s for personal injuries or property damage arising from the storage, use of handling of such Products. Claims for damage or shortage in transit must he made by the Buyer against the Carrier. The 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 all inspection report furnished by the local agent of the carrier in order to support a claim. IL WARRANTY, The Seller warimts only that it will convey good title to the product and that, at the tine of shipment. the product will conform to the published specifications of the Seller. Seller's specifications are subject to change in any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND. EXPRE:.SSED OR IMPLIED, IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANT :ABIH TY OR FITNESS FOR A PART'IC;U- 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 o warauvcd ,hull bean anyuahtied acceptance of such product and a waiver of all claims with respect thereto. In ILe event of ant ailet;ed breach hereof' by the Seller, the sole remedy available ur the Buyer on account of any defect in the product shall be limited to the replace- ment of such detective product by the Seller, In the event the remedy provided herein shall be deemed to have failed us essential purpose, then the Buyer shalt be entitled only to it refund of the amount; paid to the Seller for such defecthe Product. 12. LIMITATION OF LIABILITY. THE Bt)YER SHALL NOT BL ENTITLED TO RECOVER FROM SELLER INCiDE.NTAL OR CONSLQUENTiA1.., I)AMAGLS OR EXPENSES, INCLUDING, BUT NOT LINITIT D TO. THOSE INCURRE -D ON ACCOUNT OF THE QUALITY OR ANI )Uh OF PRODUCT DE11V ERED OR THE MON DP.LIVERY OF PRODUCT, 'Fhe Buyer arxsumes all risks and liability for tiny damage to pers(ms or property iecuhi i loom the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otlrcrwisc. 13. P.A"f ENTS.1lte Seller agrees to defend and protect 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 tuuy 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 it security interest in all Pr.ulucts furnished by the Seller and (tie proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing, statement, and other documents as Seller may determine to be necessary to perfect ..such security interest. 15. GOVERNING LAW Any agreement bused on the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery terms shall be governed by INCOTERMS its published by the International Chamber of Conuncice. IG. ASSIGNABILITY. Any agreement based on the accepunee of this offer shall not be assignable 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 tears on the Seller's invoicing document constitute the entire agr�efncht of sale and purchase of the product named herein. No modification of this Aereement shall be of any force or eifort unless in writing and signed by the parties sought,to be bound luareby, and net modification shall be effected by the' acknowledgment or acceptance of purchase order forms containing different terns or ctnlditi[ms. A/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT T0: FEDERAL ID PS INVOICE DATE INVOICE NUMBER P.O BOX 277043 48= 1047632 NET 60 DAYS 2/19/2009 703 28840 ATLANTA, GA 30384 -7043 SOLD TO: 462129/C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD IN 46074 UNITED L �TATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 02/19/09 W0905E 333656 333656 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 765!__ „.78 SHIPPING,P.OINT DELIVERED B2 22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 00312015 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.9700 TN 84.89 2,119.70 SUMMARY: ___A__ PRODUCE 2,119.70. FREIGHT FUEL SUBTOTAL 2,119.70 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,940.0000 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 2,119.70 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE us (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TTRNIS AND CONDITIONS OF SAI..,F, 1. OFFER. No terms stared by Buyer in its hid. Purcha >e Order, acknowledgment, err other Ram shall be binding upon the Seller eaccpt as expic ,sly agreed in writing_ by the Seller. Buyer is hereby notified of the Seller's objection to curd rejection of anc additional or different terms in Buyer's bid, Purchase Order, acknowledgutcnt, or other forms. l'Hh; SELLER'S PROPOSAL IS EXPRESSLY LIb9ITED "1O AC(.(' ;I''TANCF' UPON f }It: TERMS AND CONDITIONS CON "1 :AINl ;i) HF,RItIN, 2. PAYN}ENT. Buyei tgtec, to make payment at,Seller's locution and al the. time specified on the Seller's utpoi,ing document in lawful moll;, of thr,.l7!S. The Seiler may,'in n: ?ic lud,nu ;ni, tequn'e such othei p.tymcnt u ens ti it ciccros'appropn3le, including full or parutf paiymcnt in advance of shipnient pr by letter of 3. PAST Dl'F ACCOUNTS. A finance charge of the lesser of I.5% per month (W,)-APR) or the bighC,%L rate Itcrrniued by law will Ic assessed on all past due accounts. frumst charged in it past due invoice will he assessed from the (late of the invoice. d. PRICES. FXCF•1 AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT' NOTICE. ORDERS WILL. 13E INVOICED, UNLESS OTi m sE SPECIFIED N THIS OFFER. Al' J IE SBI..LER'S PRICE. IN EF1 EC`TON'It1E SCHEDULED D,1t ti: OF SIMINIENT, Prices on the invoicing document are net of all applicable discounts and promotional allowauees. Any questions by the buyer, about the basis (n accuracy of this pricing mast be submitted to the seller in writing within 60 days of the date of the im ce. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (I) written or Oral notice to the Seller .�ubscqueutly accepted in writing by the Seller and (2) payment to the Scilcrof reasonable cancellation charges to he solely clan miucd by the Seller. 6. CRk:DIT. Credit payment rents aura have the prior approval of the Seller's Credit Department and trills( he specified tit wririr.; on the Sclrr's im —;ciog document. Fat arp tint( firmer', financial responsibility become( impaired or unsatisfactory to the Seller, .idler resc•r� cs the ri „ht 1 shop shipnxnt. on Twlific000ll to Buyer and to demand payrncin in advance• or sir the time of delivery for future deliveries or to require other security s:uist'act'or to the Scalier, and in the absence thereof. to cancel, without liability, the utdilleAl portion of this cont'r'act. 7. TAXES. Any tax or other governmental charge now or hrreed 'ter levied upon production, sever ncc, manufacture, delivery, storage. consumption. sale, use or shipment of Products ordered or sold will be charged to and paid by file Buyer. Such taxes are not covered in the Seller's price. R. DELAYS, All orders are accepted ;ul,ject to the Sellers ability to make delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for failure to make partial ur ompleie shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyers 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 not be liable for delays o r defaults in delivery eunsad by forces hcyt?nd its control including but not (united to flo(s)s, Fires. storms. or other acts of God, by war or act of public enemy (or civil disturbance), (hikes, 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 aurbority or other conditions beyond ill,. Seller's masonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing doctunenl. all narusportation (barges, including, but not limited to. carrier's charges for notif icaticm prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or recon,ignment will be paid by ate Buyer. 10. 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 o1' title. the Buyer is then responsible fir proper protection of Products and compliance with all regulations and ordinance~ and will indemnity the Seller against all claim., for personal injtrie, or property damage arising font the storage, use of handling of Such Products. Clainis for damage or shoia'ae in nansit must he made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or (tiring unloading to identity any such damage or shortage and see that appropriate notation is made on the delivery uek'ets or an inspection report furnished by the local agent of the carrier in order to support a claim. 11. MiLRRANTY. The Seller warrant's only that it will convey good title to the product and that. at the time of shipurew, file product will confcmrt to the published specifications of file Seller. Seller's Specifications are subject to change at any time without notice N> Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. 1S MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF NIERCHANTABILI Y )R F1 MESS FOR A P.AR"11C11- LAR PURPOSE. Failure of the Bever wifhing� thirty (30) days after receipt of the Product delivered hereunder to give notice that such Product is not as sir w ;,rrunied shall be an unyualiricd aecep[ar :e of such product and a waiver of all claims with respect thereto. In the ev[mt of an alleged breach hareof toy the Seller, the sole remedy available to the Buyer on account of an detect in the product ,hall be limited no the replace- ment of such defective product by the Seller. In the event the. remedy provided herein shall be deemed to have. failed ita essential purpose. then the Bever shall he entitled Only to a reftund of the amounts paid to the Seller for such defective Pmdttct. 12. LINIFTATION OF LIABILITY. THE BUYER SHALL NOT BE-. ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSL.QUE- INTIAL MMAC IS OR YX ENSLS, INCLUDING, BUT NOT LIMITED TO. THOSE INCURRED ON ACCOUNT OF'1 HE QUALITY OR NKX"N'1” OF PRODUC "1' DID :LIV f.RLD OR 1111 NON D LIVUR'Y OF PRODUCT. 'the Buyer assunns all ricks and liability for any darmiec w pers on or progeny r �sulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with othersuhstancea or otherwise. 1.3, PATENTS. "1'he Seller agrees to defend and protect 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 actiou with complete information and is given an opportunity to defend. Id. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller.fierchy retains a security interest in all Products furnished by the Seller and the proceed, thereof, until the purchase price therefore is fully paid. Burr agrees to execute such f riancing slatcmentS and other documents as Seller tr determine to be necessary to perfect such security interest IS. GOVERNING LA1'<'. Any agreement ha,acd oil the acceptance of this offer shall he construed in accordance with and governed by the laws of the State of Kansas provided that delivery terms shall be governed by INCOTERIMS as published by the International C:hannbcr of Colornerce. 16. ASSIG NAB TL.TTY. Any agrcernenr based nn the accepumcc of dais offer shall not he assignable by the Buyer without the prior wrilten ccntsenf of tile Seller and any purported ass ignmrnt without such consent shall tic void. 17. (:N TIRE AGRI ENIENT. If accepted, this offer and the tarns on the Seller's invoicing document constitute the entire agreement id' sale and purchase of the product named herein. No modification of this Agreement shall be of any force or effort unless in writing and ,signed by the pal—tics sought to be bound thereby. aud- no modification shall he effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. Prescribed by State Board of Accounts City Form No. 201 (Rev 995) ACCOUNTS PAYABLE VOUCHER CITY OF C:ARMEL 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 2/19/2009 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 2/19/2009 70323948 $2,123.95 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 091177 WARRANT ALLOWED 358765 IN SUM OF NORTH AMERICAN SALT PO BOX 277043 �'Itfo d) ATLANTA, GA 30384 O R� Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members P INV ACCT AMOUNT Audit Trail Code 9t;30 70323948 1- 6180 -03 62,123.95 R 101 (P 3s✓c ✓/v i 190.03 31-171 �f4 103 a6" y7 o IQ) st o3 1Sb. &a 03 a�sa3s d o W to m X03 a- s�a3��►- i�)80�03 ao x3.39 per\ 703 -i-WS 3 �a. 1u3 i ILI- lc) 4 703 a3oFsl 80.03 �5� `103 a -�oa(o ol•iol�c•o .�ii(o.�( t Voucher Totals Cost distribution ledger classification if claim paid under vehicle highway fund