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HomeMy WebLinkAboutCC Resolution 26-13394 - Agreement with Moonchef, LLCRESOLUTION NO. 26-13394 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT WITH MOONCHEF, LLC, TO PROVIDE CATERED MEALS FOR THE SENIOR NUTRITION PROGRAM FOR FY 2026-27 WHEREAS, the City of Campbell recognizes the need for a nutritious meal program for senior citizens in Campbell; and WHEREAS, Moonchef, LLC has been designated by the County as an approved caterer for meals for the City/County Nutrition Program for Fiscal Year 2026-27, and WHEREAS, the Agreement with Moonchef, LLC is required to clarify the obligations of each party to increase the frequency with which meals are provided by Moonchef, LLC through the City's Senior Nutrition Program three days per week; to increase the rate charged from $6.34 per meal to $6.53 per meal, for a total compensation amount of $69,022.10; and to provide a new term for Moonchef, LLC to provide these services from July 1, 2026 through June 30, 2027. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell does hereby authorize the City Manager to execute an Agreement with Moonchef, LLC to provide catered meals for the Senior Nutrition Program for Fiscal Year 2026-27. PASSED AND ADOPTED this 16th day of June 2026 by the following roll call vote: AYES: Councilmembers: Lopez, Hines, Scozzola, Bybee, Furtado NOES: Councilmembers: None ABSENT: Councilmembers: None 7PROVED Daniel E. Furtado,�Mayor ATTEST: 1 Z40A et L4xo Andrea San e s, City Clerk Additional Information for SNP FY 2026-2027 Budget Justification A Fee for Service Budget Justification* Personnel Costs Salaries Volunteer Hours (in -kind) Payroll Taxes Retirement Contribution Health Insurance Other Fringe Benefits Agency Name: City of Campbell Site Location: SNP ConRreRate Meals B Total Program Cost I Agency Amount** $ 90,800.00 $ 90,800.00 $ 45,286.00 $ 45,286.00 $ 1,316.00 $ 1,316.00 $ 7,873.00 $ 7,873.00 $ 24,773.00 $ 24,773.00 $ 5,921.00 $ 5,921.00 Subtotal Personnel Costs $ 175,969.00 1 $ 175,969.00 Operating Expenses Food Costs @ $6.89/meal $ 1201,147.30 $ 27,370.90 Non -Food Costs @ $0.294/meal $ 5,121.20 $ 2,560.60 In -Kind Donations (Food, non-food, rent, etc.) $ - Rent Facility Usage Costs (Utilities, property insurance, etc.) $ 7,200.00 Office Supplies (paper, printing postage, software) Staff Mileage/Transporation $ 236.00 $ 118.00 Equipment & Repairs (Required to notify RD prior to purchase or repair) Fiscal (bookeeping, audit, banking, permits fees) Other I $ 3,850.00 $ Subtotal Operating Expensesi $ 136,554.50 $ INDIRECT COSTS (maximum 15% of SCC Contract Amount or federally approved indirect rate) Administrative Overhead (Indirect Costs) 7 1 Grand Total $ 312,523.50 $ Unit cost (approximate)*: $ 17.93 $ Food Cost per Meal: $ 6.89 $ Food Cost as Percent of Unit Cost (Minimum of 25% less $.25 for SCC funding)**: 38% *Actual expenses must be reconciled to the amount of the County per meal reimbursement quarterly and at year end. 1,925.00 31,974.50 17,430 Annual Meals D SCC Contract Amount $ 92,776.40 $ 2,560.60 $ 7,200.00 $ 118.00 $ 1,925.00 $ 104,580.00 $ - 207,943.50 $ 104,580.00 11.93 $ 1.57 $ 13% 6.00 5.32 89% AGREEMENT FOR SENIOR NUTRITION SERVICES BETWEEN CITY OF CAMPBELL AND MOONCHEF, LLC THIS AGREEMENT is made and entered on July 1, 2026 ("Effective Date"), by and between the CITY OF CAMPBELL, a municipal corporation of the State of California (hereinafter "CITY") and Moonchef, LLC (hereinafter "CONTRACTOR"). RECITALS A. Whereas, the Senior Nutrition Program is administered by the Santa Clara County Social Service Agency and provides home delivered and congregate meals to eligible seniors sixty (60) years of age and older in Santa Clara County; and B. Whereas, CITY and Santa Clara County entered into a Senior Nutrition Program Contract dated July 1, 2024 ("County Contract") to provide congregate meals at the Campbell Adult Center located at 1 W. Campbell Ave. Campbell, CA 95008; and C. Whereas, the County Contract is amended on an annual basis to reflect the annual approved budget for the congregate meals in the City of Campbell and may be amended from time to time as required by Santa Clara County; and D. Whereas, CITY requires professional services for the delivery of meals for the Senior Nutrition Program located at the Campbell Adult Center, 1 W. Campbell Ave. Campbell, CA 95008, in accordance with the County Contract; NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONTRACTOR shall perform those services specified in detail in EXHIBIT A, entitled "SCOPE OF SERVICES", which is attached hereto and incorporated herein. SECTION 2. TERM OF AGREEMENT. This AGREEMENT shall become effective retroactively on the Effective Date and automatically terminates on June 30, 2027 ("Term"), subject to the provisions of SECTION 11 of this AGREEMENT. SECTION 3. SCHEDULE OF PERFORMANCE. The services of CONTRACTOR are to be completed as set out in EXHIBIT A, and time is of the essence in this AGREEMENT. SECTION 4. COMPENSATION. A. The compensation to be paid to CONTRACTOR shall not exceed Six Dollars and Fifty-three Cents ($6.53) per meal for the Term. The rate and schedule of payment is set out in EXHIBIT B, entitled "COMPENSATION," which is attached hereto and incorporated herein. SECTION 5. METHOD OF PAYMENT. Each month, CONTRACTOR shall furnish to the CITY a statement of the work performed for compensation during the preceding month. SECTION 6. INDEPENDENT CONTRACTOR. It is understood and agreed that CONTRACTOR, in the performance of the work and services agreed to be performed by CONTRACTOR, shall act as and be an independent contractor and not an agent or employee of CITY; and as an independent contractor, CONTRACTOR shall obtain no rights to retirement benefits or other benefits which accrue to CITY's employees, and CONTRACTOR hereby expressly waives any claim it may have to any such rights. SECTION 7. ASSIGNABILITY. The parties agree that the expertise and experience of CONTRACTOR are material considerations for this AGREEMENT. CONTRACTOR shall not assign or transfer any interest in this AGREEMENT nor the performance of any of CONTRACTOR'S obligations hereunder, without the prior written consent of CITY, and any attempt by CONTRACTOR to so assign this AGREEMENT or any rights, duties or obligations arising hereunder shall be void and of no effect. SECTION 8. INDEMNIFICATION. CONTRACTOR agrees to indemnify, defend and hold harmless the CITY, its officers, agents and employees to the fullest extent allowed by law from any and all claims, actions, causes of action, losses, damages, liabilities and costs of every nature, including all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all costs of defending any claim, action or cause of action, caused by, arising out of, or resulting from, or alleged to have been caused by, arise out of, or result from, in whole or in part, CONTRACTOR'S performance of this AGREEMENT, except for any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful misconduct of CITY. 2 The foregoing indemnity provision is intended to fully allocate the parties' risk of liability to third -parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are not set forth in this section. CONTRACTOR waives all rights to subrogation for any matters covered by this provision. CONTRACTOR'S responsibility for such defense and indemnity obligations as set forth in this provision shall survive the termination or completion of this AGREEMENT for the full period of time allowed by law. SECTION 9. INSURANCE REQUIREMENTS. CONTRACTOR agrees to have and maintain the policies set forth in EXHIBIT C, entitled "INSURANCE," which is attached hereto and incorporated herein. All policies, endorsements, certificates and/or binders shall be subject to approval by the Director of Finance or the Director's authorized designee ("Risk Manager") of the City of Campbell as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager. CONTRACTOR agrees to provide CITY with a copy of said policies, certificates and/or endorsements before work commences under this AGREEMENT. SECTION 10. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, or national origin or any other protected class, in connection with or related to the performance of this AGREEMENT. SECTION 11. TERMINATION. A. Either party may terminate this AGREEMENT upon 30 days written notice prior to the start date of meal delivery covered by this AGREEMENT. B. If CONTRACTOR fails to perform any of its material obligations under this AGREEMENT, in addition to all other remedies provided by law, CITY may terminate this AGREEMENT immediately upon written notice. C. CITY's Purchasing Agent is empowered to terminate this AGREEMENT on behalf of CITY. D. In the event of termination, CONTRACTOR shall deliver to CITY copies of all reports, documents, and other work performed by CONTRACTOR under this AGREEMENT, and upon receipt thereof, CITY shall pay CONTRACTOR for services performed and reimbursable expenses incurred to the date of termination. 3 SECTION 12. GOVERNING LAW. CITY and CONTRACTOR agree that the law governing this AGREEMENT shall be that of the State of California. SECTION 13. COMPLIANCE WITH LAWS. CONTRACTOR shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments. SECTION 1_4 CONFIDENTIAL INFORMATION. All data, documents, discussions or other information developed or received by or for CONTRACTOR in performance of this AGREEMENT are confidential and not to be disclosed to any person except as authorized by CITY, or as required by law. SECTION 15. OWNERSHIP OF MATERIALS. All reports, documents or other materials developed or discovered by CONTRACTOR or any other person engaged directly or indirectly by CONTRACTOR to perform the services required hereunder shall be and remain the property of CITY without restriction or limitation upon their use. SECTION 16. WAIVER. CONTRACTOR agrees that waiver by CITY of any breach or violation of any term or condition of this AGREEMENT shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. The acceptance by CITY of the performance of any work or services by CONTRACTOR shall not be deemed to be a waiver of any term or condition of this AGREEMENT. SECTION 17. CONTRACTOR'S BOOKS AND RECORDS. A. CONTRACTOR shall maintain any and all ledgers, books of account, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to CITY for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONTRACTOR pursuant to this AGREEMENT. B. CONTRACTOR shall maintain all documents and records which demonstrate performance under this AGREEMENT for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this AGREEMENT. 4 C. Any records or documents required to be maintained pursuant to this AGREEMENT shall be made available for inspection or audit at no cost to CITY, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to CITY for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CONTRACTOR's address indicated for receipt of notices in this AGREEMENT. CONTRACTOR acknowledges that under certain circumstances specified in California Government Code Section 8546.7, this AGREEMENT (if it involves an expenditure of $10,000 or more of public funds) may be subject to examination and audit by the Auditor of the State of California pursuant to California Government Code Section 8546.7. D. Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of CONTRACTOR's business, CITY may, by written request by any of the above -named officers, require that custody of the records be given to CITY and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by CONTRACTOR, CONTRACTOR's representatives, or CONTRACTOR's successor -in -interest. SECTION 18. SPECIAL PROVISIONS. Special provisions, if any, to this AGREEMENT are specified in EXHIBIT D, entitled, "SPECIAL PROVISIONS", which is attached hereto and incorporated herein. SECTION 19. NOTICES. All notices and other communications required or permitted to be given under this AGREEMENT shall be in writing and shall be personally served or mailed, postage prepaid and return receipt requested, addressed to the respective parties as follows: To CITY: Campbell Adult Center Attn. Tina Wong-Erling 1 W. Campbell Ave. C-33 Campbell, CA 95008 To CONTRACTOR: Moonchef, LLC. Attn: Mr. Caleb Chen 405 S. Canal Street South San Francisco, CA 94080 5 Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit in the mail. SECTION 20. VENUE. In the event that suit shall be brought by either party to this contract, the parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or if federal jurisdiction is appropriate, exclusively in the United States District Court, Northern District of California, San Jose, California. SECTION 21. INTERPRETATION, PRIOR AGREEMENTS AND AMENDMENTS. This AGREEMENT, including all Exhibits attached hereto, represents the entire understanding of the parties as to those matters contained herein. In the event that the terms specified in any of the Exhibits attached hereto conflict with any of the terms specified in the body of this AGREEMENT, the terms specified in the body of this AGREEMENT shall control. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This AGREEMENT may be modified only by a written amendment duly executed by the parties to this AGREEMENT. WITNESS THE EXECUTION HEREOF on the day and year first hereinabove written. APPROVED AS TO FORM: William Seligmann City Attorney "CITY" CITY OF CAMPBELL, a municipal corporation go Brian Loventhal City Manager "CONTRACTOR" MOONCHEF, LLC is Caleb Chen Chief Client Officer Co EXHIBIT A SCOPE OF SERVICES CONTRACTOR agrees to perform the following services in accordance with the City of Campbell's Senior Nutrition Program and County Agreement, as amended. Site Name: Campbell Adult Center Address: 1 W. Campbell Avenue Campbell, CA 95008 Delivery Time: 11:00 am-11:30 am Delivery Days: Three days per week, Tuesdays, Wednesdays, and Thursdays Number Meals: Total meals contracted- up to 10,400 for 150 days; July 1, 2026- June 30, 2027 Cost per Meal: $6.53 for meals in Fiscal Year 2026/2027 (July 1, 2026 to June 30, 2027) 1. Holding time and between meal preparation and scheduled serving time shall not exceed two (2) hours. 2. Meals shall conform to the food and nutrition standards as require by County Agreement, as amended. Such meals shall be low in salt and fat contents. Use of MSG, artificial flavoring and color is not recommended. Each serving portion shall include: • No less than 3 ounces of meat or protein substitute • No less than 1 cup of vegetables • No less than 1/2 cup of rice or other carbohydrate • One fruit 3. Contractor shall provide a central kitchen for the production of meals pursuant to this Agreement, and shall deliver such meals to designated location as mutually agreed upon by both parties. Contractor shall provide equipment required for the provision of services, and all equipment to transport food shall be NSF (National Sanitation Foundation) approved. Food storage facilities shall maintain a temperature of 140 degrees Fahrenheit or more for hot food and 40 degrees Fahrenheit or less for cold food. Temperatures of meals shall be checked daily and recorded before leaving the kitchen. A-1 EXHIBIT B COMPENSATION Pursuant to this Agreement, the CITY agrees to compensate CONTRACTOR in accordance with the terms and conditions of this AGREEMENT. CITY shall make payment to CONTRACTOR no later than thirty (30) days upon receipt and approval of invoice by CITY for the delivery of meals to the Senior Nutrition Program. 1. Per meal cost will not exceed $6.53 per meal for the one-year Term. 2. Payment will be made payable to: Moonchef, LLC 405 S. Canal Street South San Francisco, CA 94080 There shall be no reimbursable expenses under this Agreement. ffs EXHIBIT C INCI TR A NC'F CONTRACTOR, at CONTRACTOR's sole cost and expense, shall procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of the services hereunder by CONTRACTOR, its agents, representatives, employees or subcontractors. Definition: For purposes of this contract, the following definition applies: City of Campbell includes the duly elected or appointed officers, agents, employees and volunteers of the City of Campbell, individually or collectively. Insurance Required: No work shall be done under this Contract unless there is in effect insurance required by the Contract and under this section, and such insurance has been approved by the City, nor shall the Contractor allow any subcontractor to commence work on his subcontract until all insurance required of the subcontractor has been so obtained and approved. The Contractor shall maintain or cause to be maintained adequate workers' compensation insurance as required under the laws of the State of California, for all labor employed by him or by any subcontractor under him who may come within the protection of such worker's compensation laws of the State of California and shall provide or cause to be provided employer's liability insurance for the benefit of his employees. A. Minimum Scope of Insurance: (Check Mark Indicates Required) Coverage must be at least as broad as: (X) Insurance Services Office Commercial General Liability coverage (occurrence Form CG0001). (X) Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). (X) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. () Professional Liability or Errors & Omissions Liability insurance appropriate to the contractor's profession. () Architects' and Engineers' coverage is to be endorsed to include contractual liability. B. Minimum Limits of Insurance CONTRACTOR shall maintain limits no less than: C-1 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and (Including operations, property damage. If Commercial General Liability insurance products and completed with a general aggregate limit is used, either the general operations, as aggregate limit must apply separately to this project/location or applicable.) the general aggregate limit must be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Workers' Statutory Compensation $1,000,000 each accident Employer's Liability: $1,000,000 disease -policy limit $1,000,000 disease -each employee 4. Professional Liability or Errors & Omissions Liability: $1,000,000 each occurrence $1,000,000 policy aggregate C. Deductibles and Self -Insured Retentions Any deductibles or self -insured retentions must be declared to and approved by the City. The City may require the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. D. Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City of Campbell, its officers, officials, employees, and volunteers are to be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85), or as a separate owner's policy. 2. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. The Insurance Company agrees to waive all rights of subrogation against the City, its elected or appointed officers, officials, agents and employees for losses paid under the G2 terms of any policy which arise from work performed by the Named Insured for the City. This provision also applies to the Contractor's Workers' Compensation policy. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice (10 days for non-payment) by certified mail, return receipt requested, has been given to the City. If Contractor's insurer refuses to provide this endorsement, Contractor shall be responsible for providing written notice to the City that coverage will be canceled thirty (30) days after the date of the notice or ten (10) days for non-payment. E. Acceptability of Insurers Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A-VII. If insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best's rating of no less than A-X. Exception may be made for the State Compensation Fund when not specifically rated. F. Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. The Certificate with endorsements and notices shall be mailed to: City of Campbell, Attention: Natasha Bissell 1 W. Campbell Ave. C-31 Campbell, California, 95008. G. Subcontractors Contractors must include all sub -contractors as insureds under its policies or furnish separate certificates and endorsements for each sub -contractor. All coverage for sub -contractors is subject to all of the requirements included in these specifications. Absence of Insurance: If the Contractor allows the insurance to lapse, be cancelled, or be reduced below the limits specified in this article, the Contractor shall cause all work in the Project to cease and any delays or expenses caused due to stopping of work and change of insurance shall be considered Contractor's delay and shall not be considered to increase cost to the City or increase time in which the Project shall be completed. Contractor agrees that if it does not keep the aforesaid insurance in full force and effect, City may immediately terminate this Agreement. C-3 FXHIRIT n SPECIAL PROVISIONS Retroactive Services It is understood and agreed that CONTRACTOR has provided services prior to the execution of this AGREEMENT in anticipation of its execution. If CITY accepts and approves the services provided by CONTRACTOR prior to the date of this AGREEMENT, CITY agrees to compensate CONTRACTOR for those services in accordance with the terms of this AGREEMENT. However, in no event shall CONTRACTOR be compensated for work performed for CITY prior to July 1, 2026. D-1