HomeMy WebLinkAboutResolution_BPW_04-07-21-06; Volkswagen Group of America, Inc. ($150,000.00); VW Contract, Consulting Fees; James Crider, Director of AdministrationRESOLUTION NO. BPW 04-07-21-06
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard,
has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public
for review.
SO RESOLVED this day of , 2021.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date:
ATTEST:
Sue Wolfgang, Clerk
Date:
S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge Agreement Volkswagen GroupofAmerica, Inc.docx3/29/20219:10AM
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
4/7/2021
4/7/2021
4/7/2021
4/7/2021
4/7/2021
Volkswagen Group of America, Inc.
Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00 41"Ni
SALES CONTRACT AND INDEMNITY AGREEMENT
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This Sales Contract and Indemnity Agreement ("Agreement") is made effective as of
March 22nd, 2021 (the "Effective Date"), by and between Volkswagen Group of America, Inc.
Seller") and the City of Carmel, an Indiana municipal corporation, acting by and through its
Board of Public Works and Safety ("Buyer"). Party shall mean the Seller or Buyer as the context
dictates, and when used in the plural, shall mean the Seller and Buyer.
RECITALS
WHEREAS, Seller and its affiliates have developed a computer vision platform to extract
aggregated data from existing camera networks to support advanced city planning and mobility
optimization and Seller is the authorized importer and distributor of all Volkswagen and Audi
brand vehicles into the United States.
WHEREAS, Buyer operates a large network of cameras that can observe traffic patterns. As
part of Buyer's operations, Buyer intends to acquire, under the terms and conditions below, the
products/services described herein from Seller.
WHEREAS, Buyer acknowledges and agrees that Seller has not made any representations as
to whether Buyer's proposed use of the below described products/ services, as modified, are
appropriate for Buyer's purposes or otherwise. Buyer acknowledges that Seller is selling the
below described product/ service and equipment to Buyer "as is", and the Buyer will use them
as Buyer sees fit without input of any kind from Seller.
WHEREAS, the Buyer and Seller intend to make use of Buyer's existing infrastructure to extract
data from video streams by selecting existing camera needs and integrating them into Seller's
affiliates' vision workbench (VW2). After making sure the video quality is sufficient, Seller and its
affiliates will analyze the extractable feature and a proper selection will be used for further
analysis. The analysis results will be visualized with a graphical dashboard and aggregated in a
final report, which will be shared with the Buyer.
NOW, THEREFORE, the Parties hereto agree as follows:
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00
1. Purchase and Description.
For the purchase price, and on terms and conditions set forth in this Agreement, Seller
sells and Buyer purchases access to dedicated Industrial computer vision (ICV) platform and
usage of existing use cases on ICV sold "as is" solely for testing purposes and not for resale or
consumer use, which usages are not permitted under this Agreement.
2. Purchase Price.
The purchase price of the Product/Service is One Hundred Fifty Thousand Dollars
150,000.00), exclusive of all applicable taxes as set forth in paragraph 4 below.
3. Payment Terms, Delivery.
Upon delivery of the products/services to the Buyer, Seller shall submit an invoice to
Buyer detailing the products/services provided to Buyer. Buyer shall pay Seller for such
products/services within thirty-five (35) days after the date of Buyer's receipt of Seller's invoice.
4. Taxes.
All taxes will be paid or reimbursed by the Buyer. All of the prices provided for by this
Agreement are exclusive of all federal, state, municipal, or other political subdivision excise,
sales, use, property, occupational, or like taxes currently applicable. To the extent Seller is
obligated to pay use or any other taxes on Buyer's behalf, Seller reserves the right, at any time,
to collect such amounts from Buyer.
5. Title and Ownership, Registration.
Subject to the terms and conditions of this agreement, including the restrictions on use
and resale set forth in paragraph 7 below, ownership and title to the Product/Service shall
transfer to Buyer upon confirmed payment in full to Seller; provided, however, that Buyer shall
not acquire any ownership or title to any patents, copyrights, trade secrets, or other intellectual
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480,00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00
property rights or technology embodied in the Product/ Service or Equipment ("Seller IP"). For
the avoidance of doubt, the Seller IP is licensed and not sold. Other than a limited license to
use any technology or intellectual property rights incorporated into the Product]Service and
Equipment (such limited license to Seller IP being limited to the use of the Product/Service;
subject to the restrictions in paragraph 7 and provided without the right to license, sublicense,
sell or resell any such technology or Seller IP), Seller does not assign, sell or transfer any
intellectual property rights or technology or grant any license, covenant not to sue or other right
under any intellectual property rights or technology, to Buyer, including by implication, estoppel,
exhaustion or otherwise. All rights not expressly assigned, sold, transferred, or granted by Seller
are hereby reserved.
6. Condition of Product] Service and Equipment.
THE PRODUCT IS BEING SOLD ON AN "AS IS" BASIS AND SELLER MAKES NO
REPRESENTATIONS AND WARRANTIES OF ANY KIND CONCERNING THE PRODUCT
AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF
MERCHANTABILITY, NON -INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS,
CREATION, VALIDITY, ENFORCEABILITY AND SCOPE OF ANY INTELLECTUAL
PROPERTY RIGHTS OR CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE
OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND FITNESS
FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT. IN NO EVENT SHALL
SELLER BE LIABLE TO BUYER FOR CONSEQUENTIAL, INDIRECT, SPECIAL,
INCIDENTAL, OR SIMILAR DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES
OR LOST PROFITS, REGARDLESS OF WHETHER THE PARTY WAS ADVISED, HAD
OTHER REASON TO KNOW OR IN FACT KNEW OF THE POSSIBILITY OF THE
FOREGOING, THIS SECTION 6 SHALL SURVIVE THE EXPIRATION OR ANY EARLIER
TERMINATION OF THIS AGREEMENT.
Buyer purchases the Product/Service in its present condition without any warranty by Seller,
express or implied and understands and agrees that any Seller warranties do not apply to the
Product/ Service.
7. Restrictions on Use, Resale, and Destruction of Product] Service and Equipment
Buyer shall be restricted in its use of the Product/ Service to the United States. Exporting,
shipping or operating the Product] Service out of the United States is forbidden under this
Agreement. Buyer agrees not to sell, transfer, assign or give the Product/ Service and/or
Equipment to any other person or entity.
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00
8. Buyer's Assumption of All Risk and Reporting Requirements, Seller's Maximum
Liability.
Buyer assumes all risks and liabilities pertaining to the use and operation of the Product/
Service, whether or not disclosed herein, prior to its transfer to Buyer. Buyer also assumes all
risks pertaining to the use and operation of the Equipment.
In no event shall Seller's maximum liability for any claim or action of any kind arising out
of, in connection with or resulting from the manufacture, sale, delivery, resale, use, or repair of
the Product/ Service or Equipment exceed the purchase price paid for the Product/ Service and
Equipment.
9. Indemnity, Contribution and Hold Harmless.
Buyer fully releases and agrees to defend, indemnify and hold harmless Seller (including
its assigns, parents, affiliates, subsidiaries, officers and employees) from any and all demands,
claims, actions, lawsuits, liability, injuries, death(s), damages, costs, charges and expenses,
including but not limited to attorneys' fees, that may be alleged, asserted or made against Seller
including its assigns, parents, affiliates, subsidiaries, officers and employees) that relate in any
way and/or that arise out of the sale or use of the Product/ Service and Equipment, or to the use
of the Product/ Service and Equipment, including any allegation or assertion by a third party that
Buyer's use of the Product/ Service or modifications made to the Product/ Service or the
Equipment infringes, misappropriates, or violates any third party intellectual property rights,
trade secrets or contractual obligations. Buyer further agrees to defend, indemnify and hold
harmless Seller (including its assigns, parents, affiliates, subsidiaries, officers and employees)
from any and all demands, claims, actions, lawsuits, liability, injuries, death(s), damages, costs,
charges and expenses, including but not limited to attorneys' fees, that may be alleged,
asserted or made against Seller (including its assigns, parents, affiliates, subsidiaries, officers
and employees) whether brought by a federal, state, or local governmental agency, or any other
person or entity, caused by or arising out of:
a) Buyer's failure to comply with federal, state, and local statutes, laws, rules,
regulations, ordinances, and orders including all industry rules, policies, and regulations,
in connection with the Product/ Service; and
b) Buyer's breach of any material term of this Agreement.
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation Ws 1115 44-632.02, 1160 43-419.99, 1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00
10. FORCE MAJEURE.
Neither party shall be responsible to the other for failure to perform any of the obligations
imposed by this Agreement, provided such failure shall be occasioned by fire, flood, explosion,
lightning, windstorm, earthquake, epidemics, subsidence of soil, failure or destruction, in whole
or in part, of machinery or equipment or failure of supply of materials, discontinuity in the supply
of power, governmental interference, civil commotion, riot, war, strikes, labor disturbance,
transportation difficulties, labor shortage or any other conditions of whatsoever nature or
description beyond their reasonable control.
11. Successors and Assigns Bound.
This Agreement shall be binding upon and inure to the benefit of the parties and their
legal representatives and successors and assigns.
12. Independence.
The parties' relationship, as established by this Agreement, is solely that of independent
contractors. Neither this Agreement, nor conduct related to performance under this agreement,
shall establish either parry as the agent, employee, partner, joint venturer, or legal
representative of the other party for any purpose whatsoever. No such rights shall be implied
unless and until such time as some other agreement specifies those rights, in full and in writing,
signed by both parties. Except as expressly provided herein, neither party may be held liable
for the acts either of omission or commission of the other party, and neither party is granted any
express or implied right or authority to assume or to create any obligation or responsibility on
behalf of or in the name of the other party or to bind the same to any contract, agreement,
arrangement, warranty, representation or otherwise with any other individual or entity in any
manner whatsoever.
13. Assignment.
The rights and obligations under this Agreement or the Agreement itself, either in whole
or part, shall not be assigned or transferred by either party without the prior written consent of
the other party. Any assignment or attempted assignment of this Agreement or any party
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation Ws 1115 44-632.02, 1160 43-419.99, 1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s:105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00
thereof, whether by voluntary act or operation of law, shall be null and void, unless it is
approved in writing by the other party in advance. Neither party has an obligation to consent to
the assignment of this Agreement.
14. Confidentiality and Notices.
The parties shall treat this Agreement and any Proprietary Information as confidential
and not disclose it to third parties (other than their affiliates and employees) except as may be
required by law or subject to the terms of a non -disclosure agreement limiting any further
disclosure or use. 'Proprietary Information', for the purposes of this Agreement, shall mean
certain proprietary or confidential business or technical information including, but not limited to,
technical, financial, commercial, marketing or other business information relating to the subject
matter of the research to be performed under this project, that the disclosing party desires to
protect against unrestricted disclosure or competitive use. To be subject to this Agreement,
information disclosed in writing must be labeled with an appropriate proprietary legend. If
disclosed verbally or visually, Proprietary Information shall be designated as proprietary at the
time of such disclosure, with subsequent confirmation provided in writing within ten (10)
calendar days following such disclosure, referencing the date and description of the Proprietary
Information disclosed with an appropriate proprietary legend affixed thereto. Proprietary
Information disclosed by Seller may include invention disclosures or other confidential
information of Seller.
For a period of three (3) years from the date of disclosure (or in case of trade secrets, as long
as such proprietary information remains a trade secret), the receiving parry shall:
a) Protect received Proprietary Information from disclosure to third parties with at least the
same degree of care (but no less than a reasonable degree of care) as it uses to protect
its own proprietary or confidential information of like kind from unauthorized use or
disclosure;
b) Limit the access to and dissemination of received Proprietary Information only to those
individuals who have a need for such information to fulfill the Agreement stated herein
and have been notified of and agree to the obligations imposed by this Agreement;
c) Use received Proprietary Information only in furtherance of the Agreement; and
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00
d) Not reproduce received Proprietary Information or incorporate it into derivative works or
notes unless necessary to fulfill the Purpose, and in such case only if that Proprietary
Information continues to be identified as Proprietary Information of the disclosing party.
The foregoing shall not apply to any information that the receiving party can show by competent
evidence:
a) Was known to it prior to the disclosure of that information by the disclosing party; or
b) Is independently developed by or for it without breach of this Agreement by persons who
have not been exposed to the Proprietary Information; or
c) Was publicly available and readily ascertainable in substantially the same form at the
time of disclosure, or became publicly available and readily ascertainable in such form
without breach of this Agreement; or
d) Was or is publicly disclosed by the disclosing party, or is rightfully received by the
receiving party from a third party, without an obligation of confidentiality; or
e) Is required to be disclosed pursuant to a requirement of a governmental agency or law of
the United States or State of Indiana, or any governmental or political subdivision
thereof, so long as the Party required to disclose the information provides the other Party
with timely prior notice of such requirement..
Proprietary Information remains the property of the disclosing party. Upon written request of the
disclosing party, the receiving party shall immediately return or destroy the Proprietary
Information supplied by the disclosing party, including any and all copies thereof and including
all analyses, compilations, summaries, studies and other material prepared by such party or its
employees and based in whole or in part on, or otherwise containing or reflecting, any of the
Proprietary Information.
It is agreed that receipt from the other party of Proprietary Information does not grant any rights,
either expressly, by implication, estoppel, or otherwise to intellectual property or any other right
or license, except as specifically set forth herein. No exchange of information by the parties
shall operate as a representation, warranty, assurance, guarantee, or inducement by either
party to the other with respect to the infringement of trademarks, patents, copyright, or any
rights of privacy, or other rights of third persons.
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation Ws 1115 44-632.02, 1160 43-419.99, 1205 43-480.00,
1192 43.404.00, 202 43-401.00
P.O.#s:105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00
Any notice given by any party under this Agreement shall be delivered or sent by United States
mail, postage prepaid, and addressed to their respective addresses for notices as indicated
below.
15. Governing Law.
This Agreement and the legal relations between the parties shall be governed and
construed in accordance with the laws of the State of Indiana.
16. Counterparts.
This Agreement may be executed in counterparts, each of which, when so executed
shall be deemed an original. All such counterparts shall constitute one and the same
agreement. Any signature delivered by electronic transmission shall be deemed to be an
original signature hereto.
17. Severability.
If any part of this Agreement shall be adjudged invalid by any court of competent
jurisdiction, that judgment shall not affect or nullify the remainder of this Agreement and its
effect shall be confined to the part immediately involved in the controversy adjudged.
18. Nondiscrimination.
Seller represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City
prohibiting discrimination against any employee, applicant for employment or other person in the
provision of any Goods and Services provided by this Agreement with respect to their hire,
tenure, terms, conditions and privileges of employment and any other matter related to their
employment or subcontracting, because of race, religion, color, sex, handicap, national origin,
ancestry, age, disabled veteran status and/or Vietnam era veteran status.
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049,105051, 105052, 34615
Contract Not To Exceed $150,000.00
19. E-Verify.
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is
incorporated herein by this reference (the "Indiana E-Verify Law"), Seller is required to enroll in
and verify the work eligibility status of its newly -hired employees using the E-Verify program,
and to execute the Affidavit attached herein as Exhibit A, affirming that it is enrolled and
participating in the E-verify program and does not knowingly employ unauthorized aliens. In
support of the Affidavit, Seller shall provide the City with documentation indicating that it has
enrolled and is participating in the E-Verify program. Should Seller subcontract for the
performance of any work under and pursuant to this Agreement, it shall fully comply with the
Indiana E-Verify Law as regards each such subcontractor. Should the Seller or any
subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and
thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the
provisions hereof or those set forth in the Indiana E-Verify Law. The requirements of this
paragraph shall not apply should the E-Verify program cease to exist.
20. Debarment and Suspension.
20.1 The Seller certifies by entering into this Agreement that neither it nor its principals nor
any of its subcontractors are presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by
any department, agency or political subdivision of the State of Indiana. The term "principal" for
purposes of this Agreement means an officer, director, owner, partner, key employee or other
person with primary management or supervisory responsibilities, or a person who has a critical
influence on or substantive control over the operations of the Seller.
20.2 The Seller certifies that it has verified the state and federal suspension and debarment
status for all subcontractors receiving funds under this Agreement and shall be solely
responsible for any recoupment, penalties or costs that might arise from use of a suspended or
debarred subcontractor. The Seller shall immediately notify the City if any subcontractor
becomes debarred or suspended, and shall, at the City's request, take all steps required by the
City to terminate its contractual relationship with the subcontractor for work to be performed
under this Agreement.
21. Iran Certification.
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation Irs 1115 44-632.02, 1160 43-419.99, 1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00
Pursuant to I.C. § 5-22-16.5, the Seller shall certify that, in signing this Agreement, it does not
engage in investment activities within the Country of Iran-
22. Entire Agreement.
This document contains the entire agreement of the parties and supersedes any prior
written or oral agreements between Buyer and Seller concerning the subject matter of this
Agreement. The parties hereto acknowledge and agree that there are no representations,
agreements, arrangements or understandings, oral or written, between the parties, relating to
the subject matter of this Agreements that are not fully expressed in this document.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as
follows:
City Of Carmel, Indiana
BUYER")
by and through its Board of Public
Works and Safety
0
James Brainard, Presiding Officer
Date: March 22, 2021
Mary Ann Burke, Member
Date:
Volkswagen Group of America, Inc.
SELLER")
By: Siniora Benoit Digitally signed by
VWPKI Siniora Benoit VWPKI
365132E53CC8E 3B5132E53Cc8E6coDate: 2021.03.22
6C0 15:19:12-04'00'
Authorized Signature
Benoit Siniora
Printed Name
VP of IT Technology Operations
Title
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation #'s 1115 44-632,02, 1160 43-419.99, 1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00
Date: March 22, 2021
Lori S. Watson, Member
Date:
ATTEST.
Sue Wolfgang, Clerk
Date:
Address: Address:
City of Carmel Volkswagen Group of America, Inc.
1 Civic Square 2200 Ferdinand Porsche Drive
Carmel, IN 46032 Herndon, VA 20171, USA
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00
EXHIBIT A
AFFIDAVIT
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation $rs 1115 44-632,02, 1160 43-419.99,1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049, 105051,105052, 3461S
Contract Not To Exceed $150,000.00
Benoit Siniora , being first duly sworn, deposes
and says that he/she is familiar with and has personal knowledge of the facts herein and, if
called as a witness in this matter, could testify as follows:
1. I am over eighteen (18) years of age and am competent to testify to the facts contained
herein.
2. 1 am now and at all times relevant herein have been employed by VW Group of
America (the "Employer')
in the position of VP of IT Technology Operations
3. 1 am familiar with the employment policies, practices, and procedures of the Employer
and have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E-Verify program and has
provided documentation of such enrollment and participation to the City of Carmel, Indiana.
5. The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
EXECUTED on the _22nd day of ,March 20_20_.
Siniora Benoit Digitally signed by Siniora
Benoit VWPKI
VWPKI M5132E53CCMC0
3B5132E53CC8E6C0 Date: 2021.03.2215:20:02
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Volkswagen Group of America, Inc.
Appropriation Ws 1115 44-632.02, 1160 43.419.99,1205 43-480.00,
1192 43-404.00, 202 43-401.00
P.O.#s: 105048, 105049, 105051, 105052, 34615
Contract Not To Exceed $150,000.00
Printed:Benoit Siniora
I certify under the penalties for perjury under the laws of the United States of America and the
State of Indiana that the foregoing factual statements and representations are true and correct.
Siniora Benoit Digitally signed by Siniora
Benoit VWPKI
VWPKI 3B5132E53CC8E6C0
3B5132E53CCBE6C0 Date: 2021.03.2215:21:18
Printed: _Benoit Siniora
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Page 1 of 1INDIANARETAILTAXEXEMPT
PURCHASE ORDER NUMBERCERTIFICATENO. 003120155 0020CityofCarmel
FEDERAL EXCISE TAX EXEMPT 105052
35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE
VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCEFORMAPPROVEDBYSTATEBOARDOFACCOUNTSFORCITYOFCARMEL - 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
VW Contract3/10/2021375516
VOLKSWAGON GROUP OF AMERICA Dept of Community Service
VENDORSHIP2200FERDINANDPORSCHEDR 1Civic Square
TO Carmel, IN 46032-
HERNDON, VA 20171 -
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
54656
QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION
Department:Fund: 1192101General Fund
Account: 43-404.00
1EachConsulting Fees$30,000.00$30,000.00
Sub Total 30,000.00
Send Invoice To:
Dept of Community ServiceDOCS's portion of VW Contract
1Civic Square
Carmel, IN 46032-
PLEASE INVOICE INDUPLICATE
DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT
30,000.00PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN
SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABE
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194
ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO.
Mike HollibaughJames Crider
TITLE DirectorDirector of Administration
CONTROL NO. 105052 CONTROLLER
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Page 1 of 1INDIANARETAILTAXEXEMPT
CERTIFICATE NO. 003120155 0020PURCHASE ORDER NUMBERCityofCarmel
FEDERAL EXCISE TAXEXEMPT 105049
35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE
VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BYSTATE BOARD OFACCOUNTS FOR CITY OFCARMEL - 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
VWCONTRACT3/10/2021375516
VOLKSWAGON GROUP OF AMERICA Mayor's Office
VENDORSHIP2200FERDINANDPORSCHEDR 1Civic Square
TO Carmel, IN 46032-
HERNDON, VA 20171 -
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
54634
QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION
Department:Fund: 1160101General Fund
Account: 43-419.99
1EachVW CONTRACT$50,000.00$50,000.00
Sub Total 50,000.00
Send Invoice To:
Mayor's Office
1Civic Square
Carmel, IN 46032-
PLEASE INVOICE INDUPLICATE
DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT
50,000.00PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN
SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO.
Sharon KibbeJames Crider
TITLEExecutive Office ManagerDirector ofAdministration
CONTROL NO. 105049 CONTROLLER
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Page 1 of 1INDIANARETAILTAXEXEMPT
PURCHASE ORDER NUMBERCERTIFICATENO. 003120155 0020CityofCarmel
FEDERAL EXCISE TAX EXEMPT 105051
35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE
VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCEFORMAPPROVEDBYSTATEBOARDOFACCOUNTSFORCITYOFCARMEL - 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
3/9/2021375516
VOLKSWAGON GROUP OF AMERICA General Administration
VENDORSHIP2200FERDINANDPORSCHEDR 1Civic Square
TO Carmel, IN 46032-
HERNDON, VA 20171 -
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
54609
QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION
Department:Fund: 1205101General Fund
Account: 43-480.00
1EachMayor Project$20,000.00$20,000.00
Sub Total 20,000.00
Send Invoice To:
Dept of Administration
1Civic Square
Carmel, IN 46032-
PLEASE INVOICE INDUPLICATE
DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT
20,000.00PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN
SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABE
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194
ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO.
James CriderJames Crider
TITLE Director ofAdministrationDirector ofAdministration
CONTROL NO. 105051 CONTROLLER
DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD