ATTACHMENT 1
1 DONATION AND INDEMNITY
AGREEMENT
2025 Yamaha UMAX Rally 2+2 Utility
Vehicle
1. IDENTIFICATION
THIS DONATION AND INDEMNITY AGREEMENT (“Agreement”) is entered into by and between the City of Burbank, a California municipal corporation (“City”), and Yamaha Corporation, U.S.A (“Donor”), as of this ____ day of _________________, 2025.
1.1 The Burbank City Council has formally accepted a Donation of a 2025 Yamaha UMAX Rally 2+2 Utility Vehicle (“Cart”).
1.2 The Cart is manufactured by Yamaha Corp oration, U.S.A. in Kennesaw, GA.
1.3 The Cart has an estimated value of $12,500, which includes the cost of production, shipping, and delivery.
NOW, THEREFORE, and in consideration of the mutual covenants and conditions herein contained, City and Donor agree as follows:
2. DONATION
2.1 Donation: Donor will donate the Cart with an estimated value of $12,500 to the City for use by the Burbank Police Department Traffic Bureau at their motorcycle training site.
2.2 Term of Agreement: This Agreement expires 1 year from the date on which the Agreement is fully executed. On or before six months before the expiration date, the City and the Donor, agree to meet and confer on the terms of the continued use of the Cart or the means by which it is replaced.
3. DONOR OBLIGATIONS
3.1 The Donor shall be responsible for the design, fabrication, transportation, and delivery of the Cart, ensuring compliance with all required California emissions standards and required safety equipment installed.
3.2 The Donor agrees to indemnify and hold harmless the City, its officers, directors, employees, and agents (collectively referred to as the "Indemnified Parties"), from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any act or omission of the Donor or any of its agents or employees that result in bodily injury, property damage, or other harm to any third party as a result of the manufacture, transportation and delivery of the Cart.
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2 3.3 Condition of the Cart: The Donor represents and warrants that the Cart is in new condition. The Donor agrees to provide the City with any documentation related to the Cart’s operation warranty, and maintenance requirements.
4. CITY OBLIGATIONS
4.1 City shall accept the Donation provided by Government Code sections 37354 and 37355 and the City’s Administrative Procedure V1 -12 Contribution of Merchandise or Money to City Departments.
4.2 City agrees to provide Donor with any reasonable documentation requested by Donor to support its application for a tax deduction for its donation to the City under this Agreement.
4.3 Upon Donor’s request, City shall recognize Donor in publicity, news releases, printed matter, and other public information regarding the Cart.
4.4 Maintenance: The City will be responsible for the routine maintenance, and repair of the Cart that results from the normal operation of the Cart.
The City will also be responsible for the repair of the Cart for any damage caused by the negligence of the operator of the Cart or of another vehicle.
4.7 The City agrees to indemnify and hold harmless the Donor, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any act or omission of the City or any of its agents or employees that result in bodily injury, property damage, or other harm to any third party as a result of the use of the Cart, after delivery.
5. NOTICES
Any notices required by this Agreement shall be sent to:
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3 If to City:
City of Burbank
Attn: Rafael Quintero, Chief of Police
200 North Third Street
Burbank, California 91502
Telephone: (818) 238 -3200
Facsimile: (818) 238-3229
With a courtesy copy to:
City of Burbank
City Attorney
275 East Olive Avenue
Burbank, California 91502
Telephone: (818) 238 -5700
Facsimile: (818) 238-5724
If to Donor:
Yamaha Golf-Car Company
1270 Chastain Road NW
Kennesaw, Georgia 30144
Telephone: (866) 747-4027
5.0 EXECUTION COUNTERPARTS
This Agreement may be executed in counterparts and each such duplicate counterpart shall constitute an original, any one of which may be used for any purpose without the production of its duplicate counterpart. Moreover, each counterpart shall be deemed for all purposes to be an original, and all such counterparts together shall constitute one and the same instrument, binding on all Parties hereto. Transmission by facsimile, electronic mail, and/or other validated instantaneous electronic transmission to one Party of a t rue copy of a counterpart duly executed by the other Party shall constitute valid delivery of such counterpart, and shall be valid, binding, and effective for all purposes. Notwithstanding the foregoing, the authority under this Section to execute this Agreement with an electronic signature shall be limited to a physical (“wet ink”) signature placed on a counterpart to this Agreement by a Party and transmitted electronically as described in this Section to the other Party.
6.0 INTEGRATION
This instrument constitutes the entire Agreement between City and Donor with respect to the Donor’s donation described herein. No other prior oral or written agreements are binding upon the parties. Any amendments to this Agreement shall be effective only if made in writing and executed by both City’s representative and Donor.
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4 TO EFFECTUATE THIS AGREEMENT, the City has caused its duly authorized representative to execute this Agreement on the dates set forth below. Donor makes this contract, if at all, by making the donation specified in Section 3.
"DONOR"
Yamaha Corporation, U.S.A.
"CITY"
City of Burbank
Signature Signature
Name (Please Print) Name (Please Print)
Title Title
If Donor is a corporation or LLC, a
second signature is required:
ATTEST:
Office of the City Clerk
Signature
Name (Please Print)
Title Kimberley Clark, City Clerk
Approved as to Form
Burbank City Attorney’s Office
By:
Ray Johal, Senior Assistant City Attorney