WHEREAS SHI receives food donations from a variety of sources in the food service industry (“Donors”) and uses those food donations to prepare meals for community partners;

WHEREAS SHI desires to donate such prepared meals, which may include Time/Temperature Control for Safety (TCS) foods such as hot meals, ready-to-heat meals, and frozen meals, as well as sandwiches and snacks (“Donated Food”), to Community Partner; and

WHEREAS Community Partner desires to accept Donated Food from SHI; and

NOW, THEREFORE, in consideration for the Donated Food and the mutual promises contained herein, SHI and Community Partner agree as follows:

1. All Donated Food is donated in "as is" condition. Community Partner shall inspect the Donated Food upon delivery. Community Partner may reject at delivery any food that it finds to be adulterated, tainted, contaminated, or otherwise unsuitable for human consumption, without penalty or obligation of any kind, and shall immediately notify SHI of such rejection and the reason therefor. Community Partner acknowledges that it relies solely on its own skill and judgment in all respects and in particular (i) in its decision to accept Donated Food and (ii) that the Donated Food is fit for the purpose for which it is being used. Neither SHI nor Donors shall be held responsible for any condition, defect, or contamination of the Donated Food.

2. While SHI does its best to accommodate dietary requests, SHI relies on the generosity of its Donors and is unable to prepare food in accordance with dietary restrictions. Therefore, Community Partner is responsible for inquiring about and managing distribution of Donated Food in light of the allergies or other dietary restrictions of its clients.

3. SHI and the Donors do not make any representation or warranty whatsoever with respect to the Donated Food. SHI and the Donors expressly disclaim any express or implied warranties whatsoever with respect to the Donated Food, including but not limited to any warranty of merchantability or warranty of fitness for a particular purpose. Community Partner acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Donated Food and that no such statements or representations have been made.

4. Community Partner’s use of Donated Food shall be related to its exempt purpose and solely to feed the ill, needy, or infants, as described in Section 170(e)(3) of the Internal Revenue Code. Community Partner shall not offer Donated Food for sale or barter in exchange for money, other properties, or services.

5. Unless prior arrangements are made or the Donated Food is provided frozen and intended for later use, Community Partner shall serve the Donated Food only on the day that it is delivered by SHI and only in the designated and inspected group setting. Any heated leftovers must be discarded and cannot be reheated or taken out of the Community Partner’s facility.

6. If Community Partner intends to heat and serve Donated Food, Community Partner shall maintain a current license for its kitchen from the county health department. If the kitchen is determined unusable at any time during the year by the county health department, Community Partner must notify SHI within 24 hours.

7. Community Partner shall ensure that at least two staff members or volunteers have food safety training through a program that meets SHI’s food safety standards. At least one such staff member or volunteer must be present each time meals from SHI are served at the Community Partner.

8. Community Partner shall meet food safety standards as set forth by its county health department and SHI. A qualified SHI staff member or volunteer will review Community Partner’s site at an initial site visit and then periodically thereafter to ensure proper food safety procedures are being met.

9. At such time that SHI receives notice of a food product recall, SHI will promptly remove the recalled product, if any, from its inventory. Community Partner shall also be responsible for keeping informed on food recalls and removing any recalled product from its inventory.

10. If Community Partner is receiving Donated Food as prepared hot meals or ready-to-heat meals in group servings, Community Partner shall be responsible for returning the pans clean and sanitized to SHI every delivery. A fee of $20 will be invoiced for each unreturned pan on an annual basis.

11. Community Partner shall provide delivery instructions (including how the delivery driver is to notify the Community Partner of their arrival, i.e., doorbell locations, buzzers) to SHI prior to the first scheduled delivery.

12. In the event that Community Partner desires to suspend or cancel delivery of Donated Food, Community Partner shall notify SHI’s Director of Partner Relations or, if unavailable, Partner Relations Coordinator, of the desired suspension or cancellation of delivery of Donated Food at least five (5) business days before the scheduled delivery date. This notification shall be made by phone or e-mail (with confirmation of receipt). Failure to timely notify the Director of Partner Relations or the Partner Relations Coordinator of the desired suspension or cancellation of delivery of Donated Food may result in the suspension of all food donations by SHI for a period of one week. If Community Partner fails to notify the Director of Partner Relations or the Partner Relations Coordinator of a desired suspension or cancellation more than three (3) times, SHI reserves the right to terminate this Agreement.

13. Community Partner, on behalf of itself and on behalf of its affiliates, related entities, officers, directors, employees, representatives, volunteers, or agents (“Releasing Parties”) releases and forever discharges SHI and the Donors and each of their affiliates, related entities, officers, directors, employees, representatives, volunteers, or agents (“Released Parties”), from, and covenants not to sue for, any and all liability, claims, damages, injuries, losses, actions, suits, proceedings, expenses and attorney’s fees, that they may have or might have, known or unknown, related to, involving or arising out of the Donated Food and/or related to Community Partner’s activities in connection with this Agreement (“Released Claims”). This release applies even if the act or omission complained of was caused in whole or in part by the strict liability or negligence in any form of the Released Parties. Community Partner further agrees to indemnify, defend and otherwise hold harmless the Released Parties from and against all liabilities, claims, damages, injuries, losses, actions, suits, proceedings, expenses and attorney’s fees, or any obligation whatsoever (including without limitation court costs, costs of settlement, costs of enforcing any right to indemnification and costs of pursuing any insurance providers) arising out of, related to, or attributed to (i) Community Partner’s and/or any of its personnel’s, volunteers’ or representatives’, handling, storage, transportation, delivery, distribution, alteration, or use of the Donated Food; (ii) any actual or alleged bodily injury or illness to, or death of, any person, or any other damage or loss by whomsoever suffered, claimed to result in whole or in part from the Donated Food; (iii) any actual or alleged breach by Community Partner of any of the representations, warranties, obligations or agreements which have not been, or may not under applicable law, be disclaimed; (iv) any actual or alleged negligent act or omission, willful misconduct or culpable act or omission on the part of Community Partner; or (v) Community Partner’s failure to comply with applicable law.

14. In no event shall SHI and/or the Donors be liable under this Agreement to Community Partner or any third-party for any incidental, consequential, indirect, statutory, special, exemplary or punitive damages, including, but not limited to, lost profits, loss of use, loss of time, shutdown or slowdown costs, inconvenience, loss business opportunities, damage to goodwill or reputation, or other economic loss, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen. In no event shall SHI or the Donors be liable to Community Partner or any party or person making a claim through Community Partner for any claims, liabilities, or expenses relating to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), strict liability, intellectual property infringement, indemnification obligations, or otherwise, in excess of $1,000. The foregoing limitations shall apply even if the remedies of Community Partner or any other party making a claim under or relating to this Agreement (whether arising out of or related to breach of contracts, tort (including negligence), strict liability, intellectual property infringement, indemnification obligations, or otherwise), fail of their essential purpose. The parties agree that SHI would not make the food donations and provide its services to Community Partner without, and has entered into this Agreement in reliance on, these limitations of liability and the disclaimers of warranties and damages set forth in this Agreement, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

15. Community Partner shall participate in partnership building with SHI as described in the Community Partner Criteria for Qualification.

16. Failure by Community Partner to fully comply with this Agreement may result in SHI suspending or terminating delivery of Donated Food without notice at any time in its discretion.

17. This Agreement shall terminate one year from the Effective Date but may be renewed by mutual agreement of SHI and Community Partner thereafter.

18. This Agreement contains the entire agreement between SHI and Community Partner. The Agreement shall be interpreted according to and controlled by the laws of the State of Indiana.