IKEA DONATION AND RELEASE AGREEMENT SIGNED JULY 2020.PDF

Donation And Release Agreement  
IKEA 
Maricopa County 
 
 
1 
 
DONATION AND RELEASE AGREEMENT 
 
THIS DONATION AND RELEASE AGREEMENT (“Release Agreement”) is entered into 
as of this 22nd day of July 2020, by and between IKEA US Retail LLC, a limited liability 
company organized under the laws of the Commonwealth of Virginia (hereinafter “IKEA”), 
and Maricopa County, a government entity (the “Releasing Party”). 
 
WHEREAS, the Releasing Party has requested that IKEA make available to it, and 
IKEA has agreed to make available to the Releasing Party, the Goods (as defined below);  
 
WHEREAS, the Goods were donated to Releasing Party outside the ordinary stream of 
commerce for charitable purposes;  
 
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency 
of which is hereby acknowledged, the Releasing Party agrees: 
 
1. 
Goods; Condition of Goods 
 
Upon execution of this Release Agreement, IKEA will provide the Goods to the 
Releasing Party listed on Exhibit A hereto (the “Goods”) to the Releasing Party without costs 
as consideration for the execution of this Release Agreement.  The Releasing Party 
acknowledges and agrees that it is taking the Goods on an “as is” basis, with no representations, 
express or implied, as to the merchantability, fitness for a particular purpose or otherwise 
regarding the condition of the Goods. 
 
2. 
Not for Resale 
 
The Releasing Party acknowledges and agrees that the Goods donated by IKEA pursuant 
to this Release Agreement shall be donated to the Releasing Party solely for the Releasing Party 
to use in a charitable function and not for resale, and the Releasing Party shall not authorize or 
allow any sale, resale, auction, or trade or any other prescribed behavior that could be classified 
as resale, as that term would be applicable to the sale of the Goods.   IKEA shall have no 
responsibility or liability for the resale or transfer of any of the Goods by the Releasing Party, 
and the Releasing Party shall indemnify and hold IKEA and its officers, directors, employees 
and agents harmless from any liability resulting from the Releasing Party’s sale, resale, auction 
or trade of any Good donated to the Releasing Party by IKEA. 
 
3. 
Release by the Releasing Party 
 
For and in consideration of IKEA making the Goods available to the Releasing Party 
without charge, the Releasing Party and his, her or its successors, assigns, heirs and 
beneficiaries hereby fully and finally release, acquit and forever discharge IKEA and each of 
its present, former and future officers, directors, shareholders, representatives, employees, 
partners (including program partners and their affiliates), principals, agents affiliates, 
subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers and 
attorneys (collectively, the “Released Parties”) from any and all actions, debts, claims, 
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Donation And Release Agreement  
IKEA 
Maricopa County 
 
 
2 
 
counterclaims, demands, liabilities, damages, causes of action, costs, expenses, and 
compensation of every kind and nature whatsoever, past, present, or future, in law or in equity, 
whether known or unknown, which the Releasing Party had, has, or may have had to the date 
of this Release Agreement against the Released Parties, or any of them, including but not limited 
to, any claims, which relate to or arise out of the use or disposition of the Goods by the Releasing 
Party. 
 
The Releasing Party hereby represents to the Released Parties that (i) it has not assigned 
any claim or possible claim against any Released Party, (ii) it fully intends to release, and by 
executing this Release Agreement, it is releasing all claims against the Released Parties 
including, without limitation, unknown and contingent claims, and (iii) it has been advised by 
and has had the opportunity to consult with counsel with respect to the execution and delivery 
of this Release Agreement and the consequences hereof. 
 
4. 
Covenant Not to Sue 
 
The Releasing Party and its successors, assigns, heirs and beneficiaries further agree not 
to institute any litigation, lawsuit, claim or action against any Released Party which arises from, 
or is alleged to arise from, or relates to, or is based on, or is any way connected with, in whole 
or in part, the Releasing Party’s use or disposition of the Goods. 
 
5. 
Indemnification 
 
The Releasing Party hereby agrees to defend and indemnify IKEA and its respective 
partners, shareholders, directors, employees and agents ("IKEA Indemnified Parties") and hold 
them harmless from all fines, suits, proceedings, losses, claims, demands or actions of any 
nature or kind whatsoever ("Claims"), directly or indirectly associated or connected with the 
Goods donated hereunder and against any and all damages, costs, expenses and fees (including 
without limitation reasonable attorneys fees) incurred by or on behalf of any of the foregoing 
in the investigation or defense of any and all such claims.   
 
Releasing Party further agrees to hold IKEA harmless from and against any and all 
claims and  
legal proceedings made by third parties that in any manner allege that IKEA is 
the employer or joint employer of any employee or former employee, director, officer, agent or 
an affiliate of Releasing Party or its representatives.   
 
IKEA shall notify the Releasing Party in writing of any claims for indemnification 
pursuant hereto.  The Releasing Party shall, in writing, within thirty (30) days after such notice, 
accept, or reject such obligation of indemnification. In the event that any claims for 
indemnification or other disputes hereunder cannot be resolved pursuant to the procedures of 
this Section, such dispute shall be submitted for resolution to the state or federal courts located 
in the city and state where the IKEA store is located. 
 
6. 
Acknowledgment 
 
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Donation And Release Agreement  
IKEA 
Maricopa County 
 
 
3 
 
The Releasing Party hereby represents and warrants that it has had adequate opportunity 
to review this Release Agreement and has adequate information regarding the terms of this 
Release Agreement, the scope and effect of the releases set forth herein, and all other matters 
encompassed by this Release Agreement to make an informed and knowledgeable decision with 
regard to entering into this Release Agreement, and that it has independently and without 
reliance upon the Released Parties made its own analysis and decision to enter into this Release 
Agreement.  THE RELEASING PARTY HEREBY ACKNOWLEDGES AND AFFIRMS 
THAT THE RELEASED PARTIES, AND EACH OF THEM, DO NOT HAVE ANY 
OWNERSHIP INTEREST IN, AND HAVE NOT MADE ANY REPRESENTATION OR 
WARRANTY WITH RESPECT TO THE GOODS, AND HAVE NO DUTY OR 
OBLIGATION TO THE RELEASING PARTY, WHETHER EXPRESS OR IMPLIED, OF 
ANY KIND OR CHARACTER.  THE RELEASING PARTY HEREBY ACKNOWLEDGES 
THAT IKEA HAS DISCLAIMED ANY WARRANTY OF MERCHANTABILITY OR 
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE GOODS. 
 
7.        Interpretation 
 
This Release Agreement shall not be construed against the drafter hereof. 
 
8.     Sufficiency of Consideration 
 
 
The parties acknowledge that the making available of the Goods by IKEA provides good 
and sufficient consideration for every promise, duty, release and obligation of the Releasing 
Party contained in this Release Agreement. 
 
 
9. 
Multiple Counterparts 
 
 
This Release Agreement may be executed in a number of identical counterparts, all of 
which shall constitute one agreement. 
 
 
10. 
Entire Agreement 
 
 
This Release Agreement contains all of the representations and warranties, express and 
implied, oral and written, between the parties hereto, and the entire understanding and 
agreement between and among the parties with respect to the subject matter hereof.  No other 
agreements, covenants, representations or warranties, express or implied, oral or written, have 
been made by any party with respect to the subject matter of this Release Agreement.  All prior 
and contemporaneous conversations, negotiations, proposed agreements and agreements, or 
representations, covenants and warranties with respect to the subject matter hereof are merged 
herein, waived, superseded and replaced in totality by this Release Agreement.  This is an 
integrated agreement and it may not be altered and modified except by a writing signed by both 
parties in interest at the time of the authorization and modification. 
 
 
11. 
Governing Law 
 
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Donation And Release Agreement  
IKEA 
Maricopa County 
 
 
4 
 
 
This Release Agreement shall be deemed to be a contract made under, and shall be 
construed in accordance with, the law of the State of Arizona without giving effect to conflict 
of laws principles thereof. 
 
 
IN WITNESS WHEREOF, the parties have caused this Donation and Release 
Agreement to be executed as of the date first above written. 
 
RELEASING PARTY 
MARICOPA COUNTY 
BOARD OF SUPERVISORS 
 
 
BY: 
 
 
 
______________________________
 
 
Chairman, Board of Supervisors 
 
 
Date: ______________________ 
 
 
 
ATTEST: 
 
 
______________________________
 
 
Clerk of the Board 
 
Date: ______________________ 
 
 
DocuSign Envelope ID: 4E821FD0-4FA4-47AC-9F65-3339C3B1FE1B

Donation And Release Agreement  
IKEA 
Maricopa County 
 
 
5 
 
 
Approved as to form: 
 
______________________________
 
 
Deputy County Attorney 
 
Date: ______________________ 
 
 
 
 
 
 
 
 
IKEA US RETAIL LLC  
 
 
 
 
 
 
__________________________________ 
Signature 
__________________________________ 
 
Printed Name 
 
 
 
 
 
 
__________________________________ 
 
 
 
 
 
 
Title 
 
 
 
 
 
 
__________________________________ 
 
 
 
 
 
 
Date 
 
 
 
 
 
 
 
 
IKEA US RETAIL LLC  
 
 
 
 
 
 
__________________________________ 
Signature 
__________________________________ 
 
Printed Name 
 
 
 
 
 
 
__________________________________ 
 
 
 
 
 
 
Title 
DocuSign Envelope ID: 4E821FD0-4FA4-47AC-9F65-3339C3B1FE1B
Store Manager
7/22/2020 | 1:18:51 PM PDT
Kori Thorstenson
Tom Stewart
Business Navigator
7/22/2020 | 8:55:09 AM PDT

Donation And Release Agreement  
IKEA 
Maricopa County 
 
 
6 
 
Exhibit A 
 
 
 
 
 
 
 
 
 
 
 
Total  
$2,313.05 
DocuSign Envelope ID: 4E821FD0-4FA4-47AC-9F65-3339C3B1FE1B