Agenda packet — Finance Committee, April 27, 2026 (part 1 of 7)

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, April 27, 2026 at 4:00 PM
Roll Call: David Wright, Chair
Nick Bavaro, Vice-Chair
Rosa Escutia-Braaton, Member
Alternates: Eric Alvarez, Chris Ricci, Jeremiah Williams, Sue Zwahlen Council has not delegated directive or final approval authority to the Committees.

Committee actions are recommendations to the full City Council, not final decisions on an issue. * Public Comment will only be in-person. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation. * Members of the public will be allowed to provide public comment through Zoom if a Councilmember is participating remotely pursuant to the provisions of California Government Code section 54953.8.3.
*If a technical issue arises with Zoom or the phone dial-in option, the Council meeting will continue unless the meeting is being held pursuant to the provisions of Senate Bill 707, California Government Code section 54953.8.3. Alternative viewing options are listed below, and the meeting is physically open to the public.
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“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also view or listen to the meeting as indicated below.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

CONFERENCING OR TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
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https://us02web.zoom.us/j/95895497651
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• Passcode: 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can listen by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID: 958 9549 7651 Passcode: 84326

PUBLIC COMMENT PERIOD
Three-minute time limit per speaker.

Only interested persons in the audience may present these matters. Under State law, Committee Members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.
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SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record but will not be read aloud during the meeting.

Written comments must be received two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website www.modestogov.com/councilmeetings.

In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting
Any and all of the following agenda items are subject to action by the Modesto City Council.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee Member.

Consent

1. Consider Agreements for the furnishing of Commercial Cannabis Inspection and Financial Audit Services to Hinderliter, De Llamas and Associates (HdL) Companies, Brea, CA and Booth Management Consulting, LLC, Columbia, MD for a total - 3 -
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combined amount not to exceed $924,475 over five years; and forwarding to Council for approval. (Funding Source: Cannabis Permit Fee)
• Motion recommending the Award of Bid and Agreement for the furnishing of Commercial Cannabis Inspection and Financial Audit Services to Hinderliter, De Llamas and Associates (HdL) Companies and Booth Management Consulting, LLC for a two year agreement with three one-year extension options, for an estimated combined annual amount of $184,895 and a total combined amount not to exceed $924,475 over five years and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

2. Consider an Agreement for the furnishing of Document Storage Services to Pacific Storage Company, Modesto, CA for a total amount not to exceed $330,805 over five years; and forwarding to Council for approval. (Funding Source: Various Funds) • Motion recommending the Award of Bid and Agreement for the furnishing of Document Storage Services to Pacific Storage Company, Modesto, CA for two year agreement with three one-year extension options, for an estimated annual amount of $66,161 and a total combined amount not to exceed $330,805 over five years and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

3. Consider a First Amendment to the Agreement with Final Cut Media, Modesto, CA for Education and Government Broadcast Production Services increasing the Agreement amount by $124,001 through the duration of the Agreement and extending the term of the Agreement from June 30, 2026 to June 30, 2027 and forwarding to Council for approval. (Funding Source: Education and Government Cable Fund) • Motion recommending a First Amendment to the Agreement with Final Cut Media, Modesto, CA for Educational and Government Broadcast Production Services increasing by $124,001, to a new estimated annual amount of $233,097, and a new total amount not to exceed $1,708,702 through the term of the Agreement, and extending the term of the Agreement from June 30,2026 to June 30, 2027; and forwarding to Council for approval.

IT; Dameon Booker, 209-447-1088, [email protected] Consent

4. Consider a list of projects to be funded with Road Repair and Accountability Act tax proceeds for Fiscal Year 2026-2027 and forwarding to Council for approval. (Funding Source: Senate Bill 1 Funds)
• Motion recommending a list of projects to be funded with Road Repair and Accountability Act tax proceeds for Fiscal Year 2026-2027 in an amount up to $6,166,282 and forwarding to Council for approval.

PUBLIC WORKS; John Sphar, 209-342-2235, [email protected] - 4 -
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Consent

5. Consider the Agreements for On-Call Roll-Up Door Maintenance & Repair Services to West Coast Door and Gate, Modesto, CA and Barton Overhead Door, Inc. Modesto, CA for a total combined amount not to exceed $348,510 over five years and forwarding to Council for approval. (Funding Source: Building Maintenance Fund) • Motion recommending the Award of Bid and Agreements for On-Call Roll-Up Door Maintenance & Repair Services to West Coast Door and Gate, Modesto, CA and Barton Overhead Door, Inc. Modesto, CA for a two-year Agreement with three one-year extension options, for a combined estimated annual amount of $69,702, and a combined total amount not to exceed $348,510 over five years between the two agreements and forwarding to Council for approval.

PUBLIC WORKS; Gabe DaSilva, 209-342-2281, [email protected] Consent

6. Consider a First Amendment to the Agreement with The BGR Group, Inc., Santa Clara, CA for the Fire Safety System Services, increasing the Agreement amount by $584,576 and forwarding to Council for approval. (Funding Source: Various Funds) • Motion recommending the First Amendment to the Agreement with The BGR Group, Inc., Santa Clara, CA for the Fire Safety System Services, increasing the Agreement amount by $584,576 for a new estimated annual amount of $781,051, and a new total amount of $1,608,667 through the term of the agreement and forwarding to Council for approval.

PUBLIC WORKS; Gabe daSilva, 209-342-2281, [email protected] Consent

7. Consider a Second Amendment to the Agreement with HF&H Consultants, LLC., Walnut Creek, CA., for the Solid Waste Haulers Audit and Performance Review increasing the Agreement amount by $106,936 through the duration of the Agreement and forwarding to Council for approval. (Funding Source: Solid Waste Fund) • Motion recommending a Second Amendment to the Agreement with HF&H Consultants, LLC., Walnut Creek, CA., for the Solid Waste Haulers Audit and Performance Review, increasing the Agreement amount by $106,936, to a new total amount not to exceed $356,791 through the term of the Agreement; and forwarding to Council for Approval.

PUBLIC WORKS; Jody Strait, 209-577-6416, [email protected]

NEW BUSINESS

8. Consider the Award of Proposal and Agreement for Banking Services to BMO Bank National Association (NA), Sacramento, CA for a total amount not to exceed $282,220 over six years; Consider a three-year extension for the Irrevocable Direct Pay Letter of Credit (LOC) issued by BMO Bank N.A. supporting the 2008 Lease Revenue Refunding Bonds (LRB Bonds); Consider a three-year extension for the Standby Certificate Purchase Agreement with BMO Bank N.A. supporting the 2008 Water Certificate of Participation Bonds (Water COPS) and forwarding to Council for approval. (Funding Source: Various Funds)
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• Motion recommending the Award of Proposal and Agreement for Banking Services to BMO Bank National Association (NA), Sacramento CA for a two year agreement with four one-year extension options, for an estimated annual amount of $47,037 and a total amount not to exceed $282,220 over six years and forwarding to Council for approval.
• Motion recommending a three-year extension for the Irrevocable Direct Pay Letter of Credit (LOC) with BMO Bank N.A. supporting the 2008 Lease Revenue Refunding Bonds (LRB Bonds) and forwarding to Council for approval.
• Motion recommending a three-year extension for the Standby Certificate Purchase Agreement with BMO Bank N.A. supporting the 2008 Water Certificate of Participation Bonds (Water Bonds) and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected]

9. Consider restated service agreements for solid waste collection services with Bertolotti Modesto Disposal, Inc. and Gilton Solid Waste Management, Inc. to become effective July 1, 2026; the solid waste rate adjustment to the Maximum Rate Schedule for City solid waste collection services provided by solid waste Haulers to become effective July 1, 2026, and rescinding Resolution No. 2024-290 and Resolution No. 2024-291; and the update to the Schedule of Cash Security Deposits and Fees for Self-Haul Residents and Businesses, rescinding Resolution No. 2024-292 and forwarding to Council for approval. (Funding Source: Various Funds)
• Motion recommending a restated service agreement for solid waste collection service with Bertolotti Modesto Disposal, Inc., to become effective July 1, 2026, and forwarding to Council for approval.
• Motion recommending a restated service agreement for solid waste collection service with Gilton Solid Waste Management, Inc., to become effective July 1, 2026, and forwarding to Council for approval.
• Motion recommending approval of an adjustment to the Maximum Rate Schedule for City solid waste collection services provided by solid waste Haulers to become effective July 1, 2026, with billing changes implemented at the new rate upon the next billing cycle, and rescinding Resolution No. 2024- 290 and Resolution No. 2024-291 and forwarding to Council for approval. • Motion recommending the update to the Schedule of Cash Security Deposits and Fees for Self-Haul Residents and Businesses to become effective July 1, 2026, rescinding Resolution No. 2024-292 and forwarding to Council for approval.

PUBLIC WORKS; Jody Strait, 209-577-6416, [email protected]

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 27, 2026
Date: February 16, 2026
TO: Finance Committee
David Wright, Chair
Nick Bavaro, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Commercial Cannabis Inspection and Financial Audit Services CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571- 5164
DESCRIPTION:

Consider Agreements for the furnishing of Commercial Cannabis Inspection and Financial Audit Services to Hinderliter, De Llamas and Associates (HdL) Companies, Brea, CA and Booth Management Consulting, LLC, Columbia, MD for a total combined amount not to exceed $924,475 over five (5) years; and forwarding to Council for approval. (Funding Source: Cannabis Permit Fee)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2025-2026 Strategic Plan focus of Governance and Service Delivery under Goal H: Achieve Long-Term Financial Sustainability.

BACKGROUND:

The passage of Proposition 64, The Adult Use of Marijuana Act, in November 2016 ended the prohibition on adult-use of cannabis in California and created a statewide regulatory structure for adult-use cannabis businesses. Proposition 64 gave local governments control of taxes and fees associated with cannabis businesses operating within their jurisdictions.

In November 2017, the City Council placed before the voters a ballot measure, “Measure T,” allowing the City Council to implement an excise tax on cannabis #1..
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businesses within the City. Modesto voters approved Measure T, with 82.5% voting in favor of the tax.

On January 16, 2018, the Modesto City Council adopted Ordinance No. 3684-C.S. which permitted certain commercial cannabis uses, subject to land use and zoning criteria. Staff and Council recognized that expert consultant assistance would be necessary to review and evaluate cannabis business applications, to assist City staff in establishing tax rates and an annual permit fee, facilitate approved-permitted cannabis inspections and financial audits in coordination with City staff.

On June 13, 2023, under Resolution 2023-274, City Council approved an Agreement with Hinderliter, de Llamas & Associates, Brea, CA by utilizing the City of Hesperia Agreement for Cannabis Consulting Services for a two (2) year Agreement with one (1) one-year extension option, for an annual estimated amount of $261,350 and a total amount not to exceed $784,050 over three (3) years.

On September 24, 2024, under Resolution 2024-345, Resolution approving the Award of Proposal and Agreement for Cannabis Consulting Services to Avenu Insights and Analytics, LLC, Centreville, VA for a one (1) year Agreement with a one-year extension option, for an annual estimated amount of $38,650 and a total amount not to exceed $77,300 over two (2) years; authorizing the Director of Finance to adjust agreement totals between both Avenu Insights and Analytics, LLC and HdL Companies based on contractor’s availability and department’s needs, ensuring the combined total amount of $861,350 does not change.

On August 19, 2025, the City Manager approved a First Amendment with Avenu Insights and Analytics, LLC to extend the termination date to June 30, 2026. This amendment aligns both Agreements with a termination date of June 30, 2026.

DISCUSSION:

On June 16, 2025, the City Manager authorized the Purchasing Manager to solicit the procurement for furnishing of Commercial Cannabis Inspection and Financial Audit Services. On November 7, 2025, the Purchasing Division issued Request for Proposals (RFP)-00028 for the furnishing of Commercial Cannabis Inspection and Financial Audit Services on the City’s OpenGov public bidding website under various commodity codes.1 399 Prospective bidders were notified online which included no local vendors. 30 companies downloaded the RFP document from OpenGov.

On December 9, 2025, six (6) proposals were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Six (6) chose to respond, there was one (1) deemed non-responsive with no local vendor responses. 1 91800- Consultant Services, 94600- Financial Services, 94648- Financial Advisor, 94649-Financial Services (Not otherwise Classified), 96145-Inspection and Certification Services #1..
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An evaluation committee comprised of five (5) City staff members, which included the Deputy City Manager, Director of Finance, Business Analyst, Financial Analyst and Police Lieutenant who evaluated the proposals, and Councilmember Ricci was chosen to observe the RFP process. The evaluation was based on firm experience, service approach, understanding services, client reference and cost.

Based on being ranked highest in total evaluation criteria, the evaluation committee recommends the Award of Proposal for the furnishing of Commercial Cannabis Inspection and Financial Audit Services to Hinderliter, De Llamas and Associates (HdL) Companies and Booth Management Consulting, LLC based on their expertise and client experience. With the number of approved cannabis permitted businesses, two (2) firms are needed to manage the annual audits and inspections in a timely manner.

Modesto Municipal Section 8-3.203 requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services to be formally bid. Based on the responsive and responsible highest score proposer offering the furnishing of Commercial Cannabis Inspection and Financial Audit Services which conforms to the Modesto Municipal Code, 8-3.203 City staff recommends the Award of Bid for the furnishing of Commercial Cannabis Inspection and Financial Audit Services to Hinderliter, De Llamas and Associates (HdL) Companies and Booth Management Consulting, LLC.

FISCAL IMPACT:

The services for these Agreements are funded through the annual Commercial Cannabis Permit fee. Below is the three (3) year spending history with the current agreements with HdL Companies and Avenu Insights.

Below is the breakdown of the Proposed new Agreement and Funding Source funding the five (5) year Agreement.

Agreement Period HdL Companies Avenu Insights Total
Year 1 $ 137,610 $ - $ 137,610
Year 2 $ 120,253 $ 15,876 $ 136,129
Year 3 $ 43,717 $ 28,353 $ 72,070
Total $ 301,580 $ 44,229 $ 345,809
New Agreement Annual Amount
Financial Audits $ 113,260
Inspections $ 41,795
As-needed Consulting Services $ 29,840
Total Annual Amount $ 184,895
Five Year Total $ 924,475
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CEQA/NEPA REQUIREMENTS:

This item does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Award of Bid and Agreement for the furnishing of Commercial Cannabis Inspection and Financial Audit Services to Hinderliter, De Llamas and Associates (HdL) Companies and Booth Management Consulting, LLC for a two (2) year agreement with three (3) one-year extension options, for an estimated combined annual amount of $184,895 and a total combined amount not to exceed $924,475 over five (5) years and forwarding to Council for approval.

Approved by:

DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:

1. Draft Agreement – HdL Companies

2. Draft Agreement – Booth Management Consulting

3. Exhibit A – RFP

4. Exhibit B – Booth Management Response

5. Exhibit B – HDL Response

6. Exhibit C – Insurance Requirements

7. Scoring Abstract
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1 STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT made and entered into in the City of Modesto, State of California, this ______ day of __________________, 20___, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "CITY", and Hinderliter, de Llamas & Associates dba HDL Companies, a California Corporation, hereinafter referred to as "CONSULTANT".

This AGREEMENT is made with regard to the following recitals:
a. The CITY has determined that an agreement should be prepared for Commercial Cannabis Inspection and Financial Audit Services.
b. CONSULTANT represents that it is qualified, willing, and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this AGREEMENT, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. TERM OF AGREEMENT.

The term of the AGREEMENT shall be for a period of two (2) years, with three (3) one-year extension options at the sole discretion of CITY, for a total of up to five (5) years.

Year 1: July 01, 2026 through June 30, 2027
Year 2: July 01, 2027 through June 30, 2028
Year 3: July 01, 2028 through June 30, 2029
Year 4: July 01, 2029 through June 30, 2030
Year 5: July 01, 2030 through June 30, 2031
Pricing shall remain firm for the first two (2) years of the agreement.

Price increases for subsequent AGREEMENT years, three, four and, five shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONSULTANT in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

2. SCOPE OF SERVICES.

CONSULTANT shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit (A) or “Project”. The #1..
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2 CONSULTANT shall perform the services as described in Exhibit (A) in a manner compatible with the standards of its profession and shall produce a fully complete project that is acceptable to the CITY.

3. COMPENSATION.

CONSULTANT agrees to the annual estimated amount of $131,600 and a sum not to exceed $658,000 (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit (A).

The Compensation shall be paid pursuant in the manner and at the times set forth below:

CONSULTANT shall submit monthly invoices to CITY which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by CONSULTANT in connection with work performed on this project. Expenses for travel reimbursement shall comply with the City's Administrative Directive (AD) 1.2, as amended periodically. The City's AD 1.2 can be accessible at the link provided - https://www.modestogov.com/DocumentCenter/View/24156/Citys-Administrative-Directive12.

CITY shall pay CONSULTANT by Net 45 Days via manual check.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this AGREEMENT, CONSULTANT shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. CONSULTANT warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the CITY with the services contemplated by this AGREEMENT. CONSULTANT further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

CONSULTANT has represented to CITY that Mathew Eaton will be the person primarily responsible for the performance of the services referred to in this AGREEMENT. CITY has entered into this AGREEMENT in reliance on that representation by CONSULTANT. CONSULTANT therefore agrees that 100 percent (100%) or more of the time to be devoted to the project that is the subject of this AGREEMENT will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the CITY, and may be used by CITY as it may require #1..
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3 without any additional cost to CITY. No reports shall be used by the CONSULTANT for purposes other than this AGREEMENT without the express prior written consent of CITY.

Title to Data
If, as a part of the AGREEMENT, CONSULTANT is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this AGREEMENT will be delivered to CITY upon the completion or termination of services under the AGREEMENT. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the CITY and are not necessarily suitable for any future or other use.

All materials, documents, data or information obtained from the CITY data files or any CITY medium furnished to CONSULTANT in the performance of this AGREEMENT will at all times remain the property of the CITY. Such data or information may not be used or copied for direct or indirect use by CONSULTANT after termination of this AGREEMENT without written consent of the CITY.

7. NEWS AND INFORMATION RELEASE.

CONSULTANT agrees that it will not issue any news releases in connection with either the award of this AGREEMENT, or any subsequent amendment of or efforts under this AGREEMENT, without first obtaining review and approval of said news releases from CITY through the CITY Manager.

8. CONFLICT OF INTEREST.

CONSULTANT warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the CONSULTANT in the performance of this AGREEMENT.

CONSULTANT warrants that, in performance of this AGREEMENT, CONSULTANT shall not employ any person having any such interest. CONSULTANT understands that, if this AGREEMENT is made in violation of Government Code § 1090 et seq., the entire AGREEMENT is void and CONSULTANT will not be entitled to any compensation for services performed. CONSULTANT agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this AGREEMENT if so, required at the option of CITY.

9. AMENDMENTS.

This AGREEMENT, including the Exhibits attached hereto, may be amended only by a writing signed by both Parties. CITY will not be responsible to pay any charges CONSULTANT may incur in performing services not identified in Exhibit (A) unless first authorized by the CITY in writing.

10. INDEPENDENT CONTRACTOR.

All acts of CONSULTANT, its agents, officers, and employees and all others acting on behalf of CONSULTANT relating to the performance of this AGREEMENT, shall be performed as independent contractors and not as agents, officers, or employees of CITY. Except as CITY may specify in writing, CONSULTANT has no authority to bind or incur any obligation on behalf of CITY. CONSULTANT has no authority or responsibility to exercise any rights or power vested in the CITY. It is understood by both #1..
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4 CONSULTANT and CITY that this AGREEMENT shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. CONSULTANT, its agents, officers and employees are and, at all times during the terms of this AGREEMENT, shall represent and conduct themselves as independent contractors and not as employees of CITY.

CONSULTANT shall determine and control the method, details and means of performing the work and services to be provided by CONSULTANT under this AGREEMENT. CONSULTANT shall be responsible to CITY only for the requirements and results specified in this AGREEMENT, and, except as expressly provided in this AGREEMENT, shall not be subjected to CITY's control with respect to the physical action or activities of the CONSULTANT in fulfillment of this AGREEMENT. CONSULTANT is permitted to provide services to others during the same period service is provided to CITY under this AGREEMENT. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this AGREEMENT.

If in the performance of this AGREEMENT any third persons are employed by CONSULTANT, such persons shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the CONSULTANT.

It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONSULTANT or CONSULTANT's assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of the CITY in any capacity whatsoever as an agent, or to bind the CITY to any obligation whatsoever. It is further understood and agreed that CONSULTANT must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of CONSULTANT's personnel. As an independent CONSULTANT, CONSULTANT hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

11. ASSIGNMENT.

Neither this AGREEMENT nor any portion thereof shall be subcontracted or assigned, without the express prior written consent of the CITY in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the AGREEMENT, CONSULTANT shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this AGREEMENT. CONSULTANT shall furnish a warranty of such right to use to CITY at the request of CITY.

13. NOTICES.

Notice required by this AGREEMENT shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified mail, return receipt requested, if delivery is confirmed by a return #1..
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5 receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR
CONSULTANT:

Hinderliter, de Llamas & Associates
dba HDL Companies
Attention: Matt Eaton
120 S. State College Blvd., Ste 200
Brea, CA 92821
(714) 879-5000
[email protected]
CITY: City of Modesto
Finance
Attention: Carol Wattle
P.O. Box 642
Modesto, CA 95353
(209) 577-5406
[email protected]

14. INSURANCE REQUIREMENTS.

During the term of this AGREEMENT, CONSULTANT shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit (C) to this AGREEMENT and shall otherwise comply with the other provisions of Exhibit (C) to this AGREEMENT. CONSULTANT is responsible for uploading updated insurance documentation to the City's "PINS Advantage" program.

15. TERMINATION OF AGREEMENT.

Termination by CITY for Default of CONSULTANT
Should the CONSULTANT default in the performance of this AGREEMENT or materially breach any of its provisions, at its option, CITY may terminate this AGREEMENT by giving written notification to CONSULTANT. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this AGREEMENT shall include, but not limited to, any of the following:
failure to perform required services or duties, willful destruction of City's property by CONSULTANT, dishonesty or theft.

Termination by CITY for Convenience
The City may also terminate the CONSULTANT's performance under the AGREEMENT, either in whole or in part, at its own discretion, or when conditions encountered during the services make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the AGREEMENT by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the services for any reason. The City shall provide no less that ten (10) calendar days written #1..
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6 notice of its intent to terminate the AGREEMENT for convenience and shall endeavor to provide the CONSULTANT with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONSULTANT shall:

A. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
B. Terminate all orders and subconsultants except as necessary to complete any portion of the work that is not terminated;
C. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any CONSULTANT or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered; D. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONSULTANT in performing the work whether completed or in process; E. Settle outstanding liabilities and claims, subject to the approval of CITY; F. Complete performance of such part of the work as has not been terminated; G. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the work and/or property related to the work; H. If CITY so requests, and at CITY's cost, CONSULTANT shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONSULTANT's work on the project.

I. The CONSULTANT understands and agrees that CITY may, in CITY's sole discretion, refuse to pay CONSULTANT for that portion of CONSULTANT's services which were performed by CONSULTANT on the project prior to the termination date and which remain unacceptable and/or not useful to CITY as of the termination date.

CITY will pay CONSULTANT an amount based on the percentage of satisfactory work completed in accordance with the notice or termination. The final payment to the CONSULTANT after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:

J. The cost of settling and paying valid claims arising out of the termination of the work such as subconsultant AGREEMENTs or contracts for materials;
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7 K. The AGREEMENT price allocable to the portion of the work properly performed, or goods supplied to the work site by the CONSULTANT as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONSULTANT.

Authorization to Terminate Agreement
Termination of the AGREEMENT may be invoked by the City Manager, or his/her designee, subject to the right of the CONSULTANT to appeal the City Manager, or his/her designee's, decision to the City Council. The CONSULTANT shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of termination of the AGREEMENT. In the event that termination of this AGREEMENT is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.

16. INDEMNITY.

If CONSULTANT is Design Professional performing design professional services, as defined in California Civil Code section 2782.8, CONSULTANT agrees to indemnify, defend, and hold harmless the CITY, its agents, officers, officials, employees and volunteers, from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT and its employees, officials, officers, agents or agents in the performance of services under this AGREEMENT, but this indemnity does not apply to liability for damages arising from the sole negligence, or willful misconduct of the CITY. The CITY agrees that in no event shall the cost to defend charged to the CONSULTANT exceed that CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the CONSULTANT shall meet and confer with other parties regarding unpaid defense costs. This duty to indemnify shall not be waived or modified by contractual AGREEMENT or acts of the parties.

If CONSULTANT is not a Design Professional performing Design Professional Services, the CONSULTANT shall hold the CITY, its agents, officers, employees, and volunteers harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONSULTANT, or its agents, officers, officials, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT, except for claims arising from the sole negligence of the CITY.

CONSULTANT's obligation to defend, indemnify, and hold the CITY, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONSULTANT to procure and maintain a policy of insurance.

In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this AGREEMENT is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT or its employees, #1..
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8 agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY.

17. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this AGREEMENT, or the breach, termination execution, enforcement, interpretation, or validity of this AGREEMENT, including the determination of the scope or applicability of this AGREEMENT provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

18. ATTORNEY'S FEES.

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

19. ENTIRE AGREEMENT.

This AGREEMENT and its exhibits contain the entire understanding between CONSULTANT and CITY. All previous proposals, offers and communications related to this AGREEMENT, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT. No future waiver of or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

21. WAIVER.

The waiver by any party to this AGREEMENT of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

22. AUDIT.

The CITY's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify CONSULTANT's charges to CITY under this AGREEMENT.

CONSULTANT agrees to retain reports, records, documents, and files related to charges under this AGREEMENT for a period of four (4) years following the date of final payment for CONSULTANT services. CITY's representative shall have the right to reproduce any of the aforesaid documents. #1..
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9 23. GOVERNING LAW.

This AGREEMENT shall be governed according to the laws of the State of California.

24. HEADINGS NOT CONTROLLING.

Headings used in the AGREEMENT are for reference purposes only and shall not be considered in construing this AGREEMENT.

25. COMPLIANCE WITH LAWS.

CONSULTANT shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws. CONSULTANT shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE.

CONSULTANT will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this AGREEMENT by its City Manager and attested by its City Clerk under authority of Resolution No. 20___ - 2026 adopted by the Council of the City of Modesto on the 12th day of May, 2026, and Hinderliter, de Llamas & Associates dba HDL Companies has caused this AGREEMENT to be duly executed as of the Effective Date.
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1 STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT made and entered into in the City of Modesto, State of California, this ______ day of __________________, 20___, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "CITY", and Booth Management Consulting, LLC, a Maryland Limited Liability Company, hereinafter referred to as "CONSULTANT".

NOW, THEREFORE, in consideration of this AGREEMENT, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. TERM OF AGREEMENT.

The term of the AGREEMENT shall be for a period of two (2) years, with three (3) one-year extension options at the sole discretion of CITY, for a total of up to five (5) years.

2. SCOPE OF SERVICES.

CONSULTANT shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit (A) or “Project”. The #1..
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2 CONSULTANT shall perform the services as described in Exhibit (A) in a manner compatible with the standards of its profession and shall produce a fully complete project that is acceptable to the CITY.

3. COMPENSATION.

CONSULTANT agrees to the annual estimated amount of $53,295 and a sum not to exceed $266,475 (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit (A).

The Compensation shall be paid pursuant in the manner and at the times set forth below:

CITY shall pay CONSULTANT by Net 30 terms via CITY's ePay Program.

4. OBLIGATIONS OF CONSULTANT.

5. PERFORMANCE BY KEY EMPLOYEE.

CONSULTANT has represented to CITY that Petergray Brown, CPA will be the person primarily responsible for the performance of the services referred to in this AGREEMENT. CITY has entered into this AGREEMENT in reliance on that representation by CONSULTANT. CONSULTANT therefore agrees that 30 percent (30%) or more of the time to be devoted to the project that is the subject of this AGREEMENT will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the CITY, and may be used by CITY as it may require #1..
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3 without any additional cost to CITY. No reports shall be used by the CONSULTANT for purposes other than this AGREEMENT without the express prior written consent of CITY.

7. NEWS AND INFORMATION RELEASE.

8. CONFLICT OF INTEREST.

9. AMENDMENTS.

10. INDEPENDENT CONTRACTOR.

All acts of CONSULTANT, its agents, officers, and employees and all others acting on behalf of CONSULTANT relating to the performance of this AGREEMENT, shall be performed as independent contractors and not as agents, officers, or employees of CITY. Except as CITY may specify in writing, CONSULTANT has no authority to bind or incur any obligation on behalf of CITY. CONSULTANT has no authority or responsibility to exercise any rights or power vested in the CITY. It is understood by both #1..
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4 CONSULTANT and CITY that this AGREEMENT shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. CONSULTANT, its agents, officers and employees are and, at all times during the terms of this AGREEMENT, shall represent and conduct themselves as independent contractors and not as employees of CITY.

11. ASSIGNMENT.

Neither this AGREEMENT nor any portion thereof shall be subcontracted or assigned, without the express prior written consent of the CITY in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

13. NOTICES.

Notice required by this AGREEMENT shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified mail, return receipt requested, if delivery is confirmed by a return #1..
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5 receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR
CONSULTANT:

Booth Management Consulting, LLC
Attention: Robin Booth
7230 Lee Deforest Drive Suite 202
Columbia, MD 21046
(410) 309-4929 Ext: 201
[email protected]
CITY: City of Modesto
Finance
Attention: Carol Wattle
P.O. Box 642
Modesto, CA 95353
(209) 577 - 5406
[email protected]

14. INSURANCE REQUIREMENTS.

15. TERMINATION OF AGREEMENT.

Termination by CITY for Convenience
The City may also terminate the CONSULTANT's performance under the AGREEMENT, either in whole or in part, at its own discretion, or when conditions encountered during the services make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the AGREEMENT by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the services for any reason. The City shall provide no less that ten (10) calendar days written notice of its intent to terminate the AGREEMENT for convenience and shall endeavor to provide the CONSULTANT with consultation with the City prior to termination. #1..
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6 Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONSULTANT shall:

J. The cost of settling and paying valid claims arising out of the termination of the work such as subconsultant AGREEMENTs or contracts for materials;
K. The AGREEMENT price allocable to the portion of the work properly performed, or goods supplied to the work site by the CONSULTANT as of the date of termination, as determined in #1..
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7 accordance with the notice of termination, reduced by any sums previously paid to the CONSULTANT.

16. INDEMNITY.

In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this AGREEMENT is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY.
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8 17. DISPUTE RESOLUTION.

18. ATTORNEY'S FEES.

19. ENTIRE AGREEMENT.

20. PARTIAL INVALIDITY.

21. WAIVER.

22. AUDIT.

23. GOVERNING LAW.

This AGREEMENT shall be governed according to the laws of the State of California. #1..
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9 24. HEADINGS NOT CONTROLLING.

Headings used in the AGREEMENT are for reference purposes only and shall not be considered in construing this AGREEMENT.

25. COMPLIANCE WITH LAWS.

26. CITY BUSINESS LICENSE.

CONSULTANT will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this AGREEMENT by its City Manager and attested by its City Clerk under authority of Resolution No. 20___ - ______, adopted by the Council of the City of Modesto on the 12th day of May, 2026, and Booth Management Consulting, LLC has caused this AGREEMENT to be duly executed as of the Effective Date.
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1 REQUEST FOR PROPOSALS (“RFP”) NO. RFP-00028
FOR

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES PROPOSALS DUE: December 9, 2025 at 11:00 am
CITY OF MODESTO CONTACT: Carolanne Wattle, Senior Buyer E-MAIL ADDRESS: [email protected]
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REQUEST FOR PROPOSALS # RFP-00028

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 2 Table Of Contents

NOTICE TO PROPOSERS

CALENDAR OF EVENTS

VIRTUAL BID OPENING

GENERAL PROPOSAL REQUIREMENTS

AWARD OF AGREEMENT

PROPOSAL

TECHNICAL SPECIFICATIONS AND REQUIREMENTS

SAMPLE STANDARD AGREEMENT FOR CONSULTANT SERVICES
EXHIBIT C: INSURANCE REQUIREMENTS FOR SERVICES
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REQUEST FOR PROPOSALS # RFP-00028

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 3 NOTICE TO PROPOSERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive proposals (each, a "Proposal") through its OpenGov Procurement portal from qualified Proposers (each, a “Proposer”) for the furnishing of Commercial Cannabis Inspection and Financial Audit Services services (the “Services”) for the City of Modesto, Finance Department, Purchasing Division. Proposals are due prior to 11:00 am on Tuesday, December 9, 2025.

Any equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Proposer, included in the Services pricing herein, and not separately charged to the City). Proposers are highly recommended to download all RFP documents from the City’s Purchasing Division website at https://procurement.opengov.com/portal/modestogov/projects/169227; RFP documents shall include all specifications necessary for Proposers to submit a responsive Proposal.

Each Proposal shall be submitted electronically through the City's OpenGov Procurement portal prior to 11:00 am on Tuesday, December 9, 2025 at which time Proposals will be opened and recorded. All Proposals shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

Proposals will be received only in the manner shown above, and prior to the time indicated. Any Proposal received at or after said time and/or date, or in a manner other than the manner stated above cannot be considered and will be ignored.

The City of Modesto assumes no responsibility for delay in the upload or submittal of a Proposal. Proposals received in any other format will not be accepted.

The City reserves the right to reject any or all Proposals or to waive any informalities or minor irregularities in a Proposal.

No Proposer may withdraw its Proposal for a period of one hundred twenty (120) days after the date set for the opening thereof.
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REQUEST FOR PROPOSALS # RFP-00028

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 4 CALENDAR OF EVENTS
RFP Issued: November 10, 2025
Questions Due via City's OpenGov
Procurement portal:

November 19, 2025, 5:00pm
Addendum Issued (if required): November 24, 2025
Proposal Due Date & Time: December 9, 2025, 11:00am
Approximate Contract Award Date: April 2026

CITY CONTACT
All questions regarding these specifications, terms, and conditions shall be submitted through the Question & Answer area of the City's OpenGov Procurement portal prior to 5:00 pm on Wednesday, November 19, 2025. The City will respond to questions through the OpenGov portal where answers can be found in the Question & Answer tab; however, if a response to a question elicits a change to the bid documents, an addendum will be posted through the OpenGov portal under the Addenda & Notices tab. All contact between Proposer and the City regarding the Proposal process shall be through the City's OpenGov Procurement portal. Attempts by the Proposer to contact City personnel regarding this RFP and associated process may result in disqualification of the Proposer. Notwithstanding the foregoing, information intentionally or unintentionally provided by any person other than the City Contact may not be correct and will not be binding upon the City.

PROPOSER FAMILIARITY WITH SERVICE CONDITIONS
It is the responsibility of each Proposer to become familiar with all of the specifications, terms and conditions and the site condition (if applicable). The Proposer agrees to and acknowledges all RFP specifications, terms, and conditions and indicates the ability to perform by submission of a Proposal. By the submission of a Proposal, the Proposer certifies that if awarded a contract it will make no claim against the City based upon ignorance of conditions or misunderstanding of the specifications.

PRECEDENCE
Proposer agrees that any agreement resulting from City’s acceptance of its Proposal, together with the terms in any City agreement and associated specifications provided by the City to Proposer therewith, shall comprise the entire agreement between City and Proposer. Moreover, Proposer agrees that any additional or contrary terms contained in Proposer’s acknowledgement of, shall be null and void. #1..
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REQUEST FOR PROPOSALS # RFP-00028

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 5 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Proposal openings live electronically via Microsoft Teams at 11:00 am (Pacific Time) on Tuesday, December 9, 2025. The City Clerk Record of Proposal document should be available on the City's OpenGov Procurement portal by the end of the same day.

The public Proposal opening for this Request for Proposals will be available using the URL link provided below. By submitting your Proposal for the above-stated RFP you acknowledge, understand, and agree to this modified Proposal opening procedure.

URL: https://teams.microsoft.com/l/meetupjoin/19%3ameeting_NTI0YzBiMDMtNDQ0Yi00YjNlLWIwZjYtYzg4ZDVjMDdkM2Mz%40thread.v2/0?co ntext=%7b%22Tid%22%3a%22125ccacf-fc61-463c-9976-
189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984-12cd4deaa705%22%7d Call-In#: 1 469-998-7409
Conference ID: 961 656 049#
Should you have any questions regarding this, please do not hesitate to contact Carolanne Wattle. #1..
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REQUEST FOR PROPOSALS # RFP-00028

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 6 GENERAL PROPOSAL REQUIREMENTS

PROPOSAL SUBMITTAL
Proposers shall submit proposals through the City's OpenGov Procurement portal. No hard copy proposals or proposals submitted in any other manner as that prescribed within this Request For Proposal will be accepted.

CONFIDENTIAL PROPOSER INFORMATION
It is the responsibility of the Proposers to identify information in their Proposal submission that they may consider to be confidential under the California Public Records Act. To the extent that the City agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public.

PROPOSER COSTS INCURRED IN RESPONDING TO RFP
All costs associated with the preparation and submission of a Proposal shall be borne by the Proposer.

ADDENDA
In order to obtain any addenda information, throughout the RFP period, Proposer is responsible for regularly checking this RFP on the City of Modesto’s OpenGov Procurement portal at https://procurement.opengov.com/portal/modestogov/projects/169227. Changes identified in any addenda issued will modify this RFP and specifications. The addenda will become a part of this RFP and Proposer’s resultant Proposal. Proposer shall individually acknowledgement every addendum as part of their proposal to indicate that the Proposer has confirmed that it has received all addenda issued for RFP, and has included costs for such in the Proposal submitted. Failure to acknowledge all issued addenda may cause Proposer’s Proposal to be considered nonresponsive.

PROPOSER EXCEPTIONS
All exceptions taken to this RFP and associated specifications shall be specifically and clearly identified on Exceptions, Clarifications and Amendments Form provided with this RFP. Failure to comply with this provision may deem the Proposal as non-responsive. Please review the Sample Agreement and make note on the Exceptions, Clarifications, and Amendments Form for any changes. Exceptions taken shall not affect the overall performance and quality of equipment, materials and/or services required by the City. The Purchasing Manager or designated agent shall make the final decision regarding the acceptability of equipment, materials and/or services with exceptions.

COMPLETE PROPOSAL DOCUMENT
The following City of Modesto forms provided with this RFP constitute the makeup of a complete Proposal document and shall be signed wherever indicated and be submitted to the City as required by this RFP.

Failure to furnish any of these documents or information required within such documents may result in disqualification of Proposer.
• Pricing Schedule
• Proposer Exceptions, Clarifications, Amendments (if applicable) #1..
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REQUEST FOR PROPOSALS # RFP-00028

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 7 • Proposer Customer References
• Financial Interest Disclosure
• Proposer Company History Statement
• Proposer Financial Statements
• Addenda Acknowledgement
• Proposer Warranty Statements
• Proposer Experience and Certifications
• California Levine Act Disclosure

CITY ACCEPTANCE/REJECTION OF IRREGULAR PROPOSALS
An agreement shall be awarded to the Proposer whose Proposal most closely satisfies the needs of the City and is deemed the most advantageous to the City. The City reserves the right to reject any or all Proposals or to waive any informalities or minor irregularities in a Proposal.

COMPLIANCE/NON-COMPLIANCE
If Proposer cannot comply with a specification requirement in this RFP, note such requirement(s) on the Exception, Clarifications, Amendments Form provided with this RFP. Please be sure to note the specification paragraph, your exception, and your recommendation for each individual exception. The Purchasing Manager will evaluate your recommendation. If after evaluation it is determined that the Proposer is not in compliance with the specification, the Proposal may be rejected.

PROPOSED PRICING FORMAT
• The cost of labor, equipment, fuel, licenses, bonds, permits, and insurance necessary to perform the required services shall be included in Proposal pricing, along with Proposer’s profit margin and any other cost factors.
• Unless otherwise stated, the Proposer agrees that, in the event of a price decline, the benefit of such lower pricing shall be extended to the City.
• The City of Modesto shall not pay mileage charges or travel time from the Contractor’s place of business to the job site, or from site to site, or for the Contractor’s travel time to pick up materials. • Proposer shall use the pricing schedule provided in this RFP to present Proposal pricing. No other form or format shall be accepted. Proposal must be submitted on the Pricing Schedule provided. No alterations may be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on the Exception, Clarification, Amendments Form. #1..
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REQUEST FOR PROPOSALS # RFP-00028

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 8 INDEMNITY
Proposer, if awarded an agreement, will be required to hold the city, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgements or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Proposer, its agents, officers, employees, and volunteers relating to or during the performance of its obligations under this Proposal. Contractor’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Proposal for Proposer to procure and maintain a policy of insurance. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of thirdparty suits, arising out of or relation to the operation of city-owned vehicles by Contractor’s employees is apportioned to Contractor in accordance with the provisions contained in indemnity.

PROPOSER REPRESENTATION
Proposer represents that:
• Proposer has had an opportunity to examine and has examined any and all of the documents, including specifications, any resultant contract and supporting data, and that it has, from the information contained in such documents, specifications, and data, fully acquainted itself with all conditions relevant to the work.
• Proposer has made all reasonable investigations essential to a full understanding of the difficulties, which may be encountered in performing the work.
• Proposer will complete the proposed services for the compensation stated in any resultant agreement. • Proposer assumes full and complete responsibility for all conditions relevant to the proposed services and all risks in connection therewith.
• Proposer represents that it is fully qualified to perform the proposed services in accordance with the terms of any resultant agreement within the time specified therein.

RFP TERMS
The City is soliciting Proposals from qualified firms (each a “Proposer”) to fulfill the City’s requirements per the specifications, terms and conditions contained in this Request for Proposals (“RFP”). Obligations assumed by such signature will include the following:

1. Preparation of Proposals:
a. All prices and notations made on any forms provided by the City must be clearly printed in ink or typewritten. No erasures permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent and must be initialed in ink by person signing the Proposal. #1..
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REQUEST FOR PROPOSALS # RFP-00028

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 9 b. Quote price as specified in Proposal. No alterations or changes of any kind shall be permitted to the Proposal Form. Responses that do not comply shall be subject to rejection in total.

2. Taxes and Freight Charges:
a. Unless otherwise required and specified in the RFP, the prices quoted herein do not include Sales, Use or other taxes.
b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the Proposal. c. Amount paid for transportation of property to the City is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping paper shows the consignee as the City; as such papers may be accepted by the carrier as proof of the exempt character of the shipment.
d. Articles sold to the City are exempt from certain Federal excise taxes. The City will furnish an exemption certificate.

3. Award:
a. Unless otherwise specified by the Proposer or the RFP gives notice of an all-or-none award, the City may accept any item or group of items of any Proposal. b. Proposals are subject to acceptance by the City at any time within one hundred twenty (120) days of opening, unless otherwise specified in the RFP. A Proposer shall not change its Proposal within such time frame
c. A valid contract based on the sample agreement attached to the RFP and the Proposal shall be mailed, or otherwise furnished, to the successful Proposer within the time for acceptance specified, and such contract shall be a binding contract without further action by either party.

The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

4. Patent Indemnity: Proposers who do business with the City shall hold the City, its officers, agents and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract or purchase order.

5. Samples: Samples of items, when required, shall be furnished free of expense to the City and if not destroyed by test may upon request (made when the sample is furnished), be returned at the Proposer’s expense.
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 10 6. Rights and Remedies of City’s for Default:
a. In the event any item furnished by the Proposer in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the Proposer with its Proposal, the City may reject the same, and it shall thereupon become the duty of the Proposer to reclaim and remove the same forthwith, without expense to the City, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Proposer fail, neglect or refuse so to do the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items and to deduct from any moneys due or that may there after come due to Proposer, or send an invoice to the Proposer which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the City. In the event that the Proposer fails to make prompt delivery as specified for any item, the same conditions as to the rights of the City to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government.
b. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Proposer.
c. The rights and remedies of the City provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

7. Payment Terms and Methods: Proposer will be able to choose from either of the following payment methods and associated timings:
a. Option A (Preferred): City of Modesto ePay Payment: This secure payment methodology is preferred by an increasing number of the City’s suppliers. On Net 30-day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
16-digit credit card number
Expiration date
Security code
Total dollar amount of invoices to be paid
Invoices reference numbers and corresponding amounts
ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Proposer’s pricing proposal hereunder.

Information about enrolling in MasterCard ePay program can be obtained from the City’s contact #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 11 listed on the Cover Page of this RFP.
b. Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff.

8. California Government Code Section 4552: In submitting a Proposal to a public purchasing body, the Proposer offers and agrees that if the Proposal is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the Proposer for sale to the purchasing body pursuant to the Proposal. Such assignment shall be made and become effective at the time the purchasing body tender’s final payment to the Proposer.

9. No Guarantee or Warranty: The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded in under a contract or purchase order resulting from this Proposal.

10. Minor Irregularities: The City reserves the right, in its sole discretion, to waive any informalities or minor irregularities in a Proposal.

PROPOSAL PROTEST AND APPEAL PROCEDURES
Proposers wishing to protest or appeal a contract award decision by the City of Modesto must follow the procedures provided in this section. Protests or appeals which are not submitted in accordance with these procedures will not be reviewed.

Definitions
For the purposes of these procedures: "Days" means working days in which City Hall is open for business, excluding holidays and weekends.
"Proposal" includes the term "offer" or "proposal" as used in the context of formal, informal, or negotiated procurements.
"Announced Decision" includes the term “Notice of Intent to Award Letter”. Once the City has issued an Announced Decision, the date noted will begin the time that an Interested Party may lodge a protest.

Protest Procedures
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 12 • Only a Proposer who has actually submitted a Proposal is eligible to submit a protest against the City’s Announced Decision.
• Subcontractors are not eligible to submit bid protests. • A Proposer may not rely on the bid protest submitted by another bidder, but must timely pursue its own protest.
• A written protest to an Announced Decision must be made to the City of Modesto's Director of Finance no later than ten days after the date of the Announced Decision. • The protest shall be delivered or sent by registered mail and received by the deadline, or protest will be automatically rejected. Protestors who choose to be represented by legal counsel are responsible for the associated expenses.
• The protest shall be accompanied by a certified or cashier's check in the amount of $300.00, (except for protests of Federally Funded agreements) made payable to the Clerk of the City of Modesto. Protests filed without the requisite fee will be rejected without any additional review. • The protest filed with the Director of Finance shall:

A. Include the name, address, email address and business telephone number of the protestor; B. Identify the under protest by name, Request for Proposal (RFP) or Request for Proposal (RFP) number, and Proposal/RFP date;
C. The bid protest must contain a complete statement of the basis for the protest and all supporting documentation. The protest must refer to the specific portion or portions of the Contract Documents upon which the protest is based;
D. Include all supporting documentation, if any. Documentation submitted after filing deadline will not be reviewed.
• Proposal Protests: A Proposer shall follow, in order, the following steps:

A. Protest to Director of Finance: Upon receipt of a complete and timely protest, the Director of Finance shall review all the submitted materials and shall create and retain a written record of the review. The Director of Finance shall respond at least generally to each material issue raised in the protest not later than ten (days after receipt of the protest. Notice of the Director of Finance's decision may be given by letter mailed through U.S. Postal Service.

All protests to the Director of Finance shall either be delivered to:

City Clerk’s Office
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 13 Attn: Director of Finance
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: Director of Finance
PO Box 642
Modesto CA 95353
B. Appeal to Deputy City Manager: At the protestor’s discretion, the further decision of the Director of Finance decision may be appealed in writing to the City of Modesto's Deputy City Manager(s) no later than ten days after the date of the Director of Finance’s Decision. The scope of the appeal shall be limited by the issues raised in the initial protest to the Director of Finance. The Deputy City Manager shall not be permitted to review any newly raised issues. The Deputy City Manager shall review the appeal, accompanying supporting documents, if any and the written records of the protest review by the Director of Finance. A written record of the Deputy City Manager's review shall be created and maintained. The Deputy City Manager shall give notice of their decision to the protestor within ten days after receipt of appeal.

Further protest appeals shall either be delivered to:

City Clerk’s Office
Attn: Deputy City Manager
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: Deputy City Manager
PO Box 642
Modesto CA 95353
C. Appeal to City Council: Any protestor seeking to appeal to the decision of the Deputy City Manager may appeal in writing to the City Council by filing with the City Clerk a written notice of such appeal not later than fifteen days after the date of the Deputy City Manager's decision. The City Clerk will calendar the protest for Council hearing and give notice of the time and place of the #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 14 hearing as provided in Modesto Municipal Code Sections 1-4.01 through 1-4.05. The City Council’s decision on the appeal shall be final.

All protest appeals to the City Council shall either be delivered to:

City Clerk’s Office
Attn: City Council
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: City Council
PO Box 642
Modesto CA 95353
D. Optional Alternative Process for Protests of Procurement Actions Exceeding $250,000: A Bidder protesting procurements exceeding $250,000 shall comply with the procedures contained herein, except that in lieu of appeal to the Deputy City Manager a protestor may request that the protest be heard and decided at an administrative hearing.

A written request for administrative hearing shall be accompanied by a certified or cashier's check in the amount of $1,500, (except for protests of Federally Funded projects); The request for hearing shall include the specific grounds of the appeal.

The City of Modesto shall select and engage an impartial and qualified person to act as hearing officer in the pending protest. The protestor shall have the right to twice reject the selected hearing officer, provided that the City is notified of such rejection within three days of notice to protestor of the name of the hearing officer.

The protest shall be heard not later than twenty days after receipt of protestor's request for hearing and the selection of a hearing officer. Protests not made in a timely manner shall be deemed withdrawn, unless the City and the protestor mutually agree otherwise in writing. The protestor’s failure to accept a hearing officer after the third attempt by City staff to identify an impartial hearing officer shall be deemed a withdrawal of the protest.

The costs of the hearing officer and expenses of the protest shall be borne by the protestor. The sums deposited with the request for hearing shall be credited to the costs of the hearing officer and other #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 15 hearing expenses.

E. Mandatory Alternative Process for Protests of Procurements Obtained with Federal Funds: If the protested procurement involves federal funds, the Deputy City Manager, City Council, or hearing officer shall give notice, accompanying their respective decisions, to the protestor that he or she has the right to appeal to the appropriate federal agency, for which an agency name, contact (where available) and address shall be provided by City staff. Such an appeal shall be filed with the appropriate agency within seven business days of the dispatch or rejection notices to the protestor.

Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein.
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 16 AWARD OF AGREEMENT
• The City may award one or more agreements to one or more Proposer in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements. • The City reserves the right to select that Proposal, which best suits the City’s needs. Price is only one factor that will be considered by the City when awarding an agreement. Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Proposer that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.
• The City will appoint a selection committee to evaluate each Proposer’s submitted Proposal. The City will evaluate Proposals on a 100-point scale based upon the following weighted scoring:

No. Evaluation Criteria Scoring Method Weight (Points)

1. Understanding of Services
Understanding of the Scope of Work;
demonstrated knowledge of the work;
identification and knowledge of Federal,
State, City, and other agency requirements,
as applicable to the requested services.

Points Based 25
(25% of Total)

2. Service Approach
The methodology and systems reflecting the
ability to provide the requested services;
thorough discussion of objectives; sensitive
approach to public and regulatory concerns;
management, coordination of services and
quality controls; attention to detail and
creativity.

Points Based 25
(25% of Total)
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 17 3. Firm Experience
The technical expertise and professional
competence in areas directly related to this
RFP; required number of years’ experience
in performing similar work; demonstrated
ability to manage and coordinate the
services, deliver quality products/services, be
a reliable service provider, stay within
budget, and meet deadlines; level of
experience and training of key personnel
assigned, including sub-consultants, if
applicable; strength and stability of the firm;
breadth and depth of resources.

Points Based 35
(35% of Total)

4. Client References
References provided within the proposal will
be evaluated.

Points Based 5
(5% of Total)

5. Cost
Proposal Cost for Services.

Points Based 10
(10% of Total)
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 18 PROPOSAL
Proposer’s submission should include all City of Modesto forms as provided. If any form is not applicable, Proposer should write or type “Not Applicable” on it but still include the form in your submission.

RFP ACKNOWLEDGEMENT AND PROPOSAL
RFP ACKNOWLEDGEMENT*
The party submitting acknowledges receipt of the referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the Proposer indicated in Proposer’s Proposal and Forms provided by the City attached hereto and made a part hereof, this includes any forms for the pricing proposed on the Pricing Schedule.

By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required

PROPOSER COMPANY INFORMATION
PROPOSER COMPANY FULL LEGAL NAME*
Please provide the full legal name of the company on this proposal. It may already be provided elsewhere, but please provide here to confirm.
*Response required
PROPOSER COMPANY MARKETPLACE (OR DBA) NAME*
Please provide the Company Marketplace Name or DBA (if applicable). It may already be provided elsewhere, but please provide here to confirm.

NOTE: If the company is not operating under an additional name or a dba, then you may state "N/A" here.
*Response required
TYPE OF LEGAL ENTITY*
Is the Proposer Company a Corporation, Limited Liability Company, Partnership, or Sole Proprietorship? If the Proposer Company is something other than one of the above options, please answer "No" here and you will be asked to provide more information after this question. ☐ Yes
☐ No
*Response required
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 19 When equals "Yes"
TYPE OF LEGAL ENTITY - SELECT*
Please select which of the following legal entity options under which the Proposer Company operates. ☐ Corporation
☐ Limited Liability Company
☐ Partnership
☐ Sole Proprietorship
*Response required
When equals "Yes"
LEGAL ENTITY STATE OF REGISTRATION*
In which State is the Proposer Company registered?
*Response required
When equals "No"
TYPE OF LEGAL ENTITY - OTHER*
You have indicated that the Proposer Company does not operate as a Corporation, a Limited Liability Company, a Partnership, or as a Sole Proprietorship. Please explain and be sure to note which State the Proposer Company is registered/established.
*Response required
PROPOSER COMPANY HEADQUARTERS ADDRESS*
Please provide the full street address for the headquarters of the Proposer Company. Be sure to include the following:
• Full Street Address
• City
• State
• Country
• Postal Code
*Response required

COMPANY WEBSITE ADDRESS
Please provide the full company website address for the Proposer Company. #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 20 PROPOSAL CONTACT PERSON DETAILS*
Please provide the following information for the Contact person for this proposal:
• Name
• Title
• Phone (Office)
• Phone (Mobile)
• Mailing Address (Street Address, City, State, Postal Code) • Fax Number
• Email
*Response required
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Please provide the Proposer Company's Federal Taxpayer Identification Number here. *Response required

DUNS & BRADSTREET (DUNS) NUMBER
Please provide the Proposer Company's Duns & Bradstreet (DUNS) Number here.

PROPOSER OFFICER NAMES AND TITLES*
Please provide the Names and Titles of the Top Three Proposer Officers in the following manner:
• Full Name, Full Title
• Full Name, Full Title
• Full Name, Full Title
*Response required
YEARS IN BUSINESS*
For how long has the Proposer Company been in business? Please indicate in number of years. *Response required
CLOSEST PROPOSER OFFICE*
Please provide the address for the Proposer Office closest to the City of Modesto. Please be sure to provide:
• Full Street Address
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 21 • City
• State
• Country
• Postal Code
*Response required
CITY OF MODESTO BUSINESS LICENSE*
Does the Proposer Company currently possess a valid City of Modesto Business License? NOTE: An answer of "No", does not exclude the proposal from evaluation as it is not required until the contract begins.
☐ Yes
☐ No
*Response required
When equals "Yes"
CITY OF MODESTO BUSINESS LICENSE NUMBER*
You have indicated that the Proposer Company already possesses a City of Modesto Business License, please provide the business license number here.
*Response required
PROPOSER FINANCIAL STATEMENTS*
Minimum Qualifications are mandatory for proposal consideration, and at a minimum shall include the following:

Financial Stability:

City staff will request financial statements from the proposer whose proposal is determined to best meet the City’s needs, as determined by the selection committee. Within two (2) business days of City request, proposer shall provide a copy of their company’s most recent professionally prepared Financial Statements (Income Statement and Balance Sheet). These statements, if un-audited, shall be accompanied by a cover letter that states the name and title of the preparer, the basis of the financial statement presentation (cash or accrual) and whether these statements have been prepared in accordance with Generally Accepted Accounting Principles for the most recent fiscal year end of the proposer. Audited financial statements shall be submitted in their entirety, including the auditor’s opinion and notes to the financial statements. #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 22 A separate document shall be provided and signed under penalty of perjury by the proposer’s financial officer or owner that explains the proposer’s inability to provide statements for a fiscal period that ended at least eight (8) months before the required date of submittal, if such inability exists.

One complete set of Financial Statements shall be submitted within two (2) business days of City request.

Financial Statements, whether delivered via email, by an employee of the proposer, U.S. Postal Service, courier or package delivery service must be received by the City of Modesto, Purchasing Division within two (2) business days of request. Financial statements delivered via email should be sent to [email protected]. If sent via email, proposer is encouraged to follow-up with a phone call to Carolanne Wattle at (209) 577-5406, to confirm receipt. Failure of proposer to provide requested documents within two (2) business days, may disqualify proposer from further consideration. The City of Modesto assumes no responsibility for delay in the delivery of the Financial Statements to the City.

CITY OF MODESTO, PURCHASING DIVISION
1010 10TH STREET, SUITE 5300
ATTN: Carolanne Wattle
Commercial Cannabis Inspection and Financial Audit Services #RFP-00028 MODESTO, CA 95354
By checking the box below, Proposer confirms that they understand the financial statement requirements as set forth above.
☐ Please confirm
*Response required

PRICING SCHEDULE
PRICING SCHEDULE*
Please download the below documents, complete, and upload. • Pricing_Schedule_Form.doc
*Response required

CITY FORMS
PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS?*
Does the Proposer have any exceptions, clarifications, or amendments to this RFP, sample agreement, or its associated specifications?
☐ Yes
☐ No
*Response required
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 23 When equals "Yes"
PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS*
Please download the below documents, complete, and upload. • Proposer_Exceptions,_Clarif...
*Response required
PROPOSER CUSTOMER REFERENCES*
Please download the below documents, complete, and upload. • Proposer_Customer_Reference...
*Response required
FINANCIAL INTEREST DISCLOSURE*
Please download the below documents, complete, and upload. • Financial_Interest_Disclosu...
*Response required
PROPOSER COMPANY HISTORY STATEMENT*
Please download the below documents, complete, and upload. • Proposer_Company_History_St...
*Response required
PROPOSER EXPERIENCE AND CERTIFICATIONS*
Please download the below document, complete, and upload. • _Proposer_Experience_and_Ce...
*Response required
PROPOSER WARRANTY STATEMENTS*
Please download the below documents, complete, and upload. • Proposer_Warranty_Statement...
*Response required
CALIFORNIA LEVINE ACT DISCLOSURE*
Please download the below documents, complete, and upload. • Modesto_Levine_Act_Statemen...
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 24 *Response required

ADDITIONAL PROPOSAL ITEMS

ADDITIONAL INFORMATION (IF NEEDED)
For any additional information requested or required by any of your previously provided answers or as stated within this RFP please upload the additional documentation here.

SUBMITTAL CONFIRMATION*
Proposer hereby certifies that all information provided within this submittal is accurate to the best of their knowledge and acknowledges that they have provided proof of their authority to submit a proposal on behalf of the stated Company Name committing them to the information contained within said submittal.

By checking the "please confirm" box below, you certify the above statement. ☐ Please confirm
*Response required
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 25 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

BACKGROUND
The City of Modesto is the county seat and largest City in Stanislaus County with a population of approximately 219,989 persons. The City encompasses a total incorporated area of 37.8 square miles and a total General Plan area of 66.7 square miles and is located on State Route 99, which links it to other Central Valley cities, including Sacramento (82 miles north), Stockton (32 miles north), and Fresno (96 miles south). Rail service links Modesto to the greater region. Passenger service is available outside of Downtown Modesto at the Burlington Northern/Santa Fe Railroad’s (Amtrak) Lakewood East Station, in eastern Modesto.

The passage of Proposition 64, The Adult Use of Marijuana Act, in November 2016 ended the prohibition on adult-use of cannabis in California and created a statewide regulatory structure for adult-use cannabis businesses similar to that previously approved for medicinal cannabis businesses. Proposition 64 gave local governments control of taxes and fees associated with cannabis businesses operating within their jurisdictions.

On January 16, 2018, the Modesto City Council adopted Ordinance No. 3684-C.S. which permitted certain commercial cannabis uses, subject to land use and zoning criteria. These regulations permit cannabis retailers within City limits, but do not allow any in the downtown area. The Ordinance further established that wholesale cannabis businesses, such as testing, nurseries, microbusinesses, manufacturing, distribution, and cultivation (indoor) are permitted.

The City of Modesto current Cannabis Business Tax rates range from 1% to 8% of all gross receipts for cannabis businesses. The rates are listed below by type of cannabis business. • Retail - 8%
• Distribution - 2.5%
• Microbusiness (Retail) - 8%
• Microbusiness (Manufacturing - Wholesale) - 4%
• Microbusiness (Cultivation - Wholesale) - 2.5%
• Manufacturing - 4%
• Cultivation (Nursery) - 1%
• Cultivation (Indoor only) 2.5%
• Testing Labs - 1.5%

SCOPE OF WORK
A. Conduct Compliance Inspections
Consultant will conduct one (1) on-site compliance inspection annually, as requested by the City, for each permitted cannabis business that is operational to determine compliance with State and/or local laws. If #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 26 Consultant identifies any non-compliant activities, they will provide the City with a recommended appropriate action to address the deficiency and to ensure future compliance by the permittee. The Consultant shall maintain and apply an up-to-date inspection methodology consistent with current State and local cannabis regulations.

The scope for these services includes all of the following:
o Notifying permittee of pending inspection
o Phone, email and other communications to prepare for, schedule and coordinate the inspections. o On-site inspection to ensure that each operational business complies with all State and Local laws and regulatory protocols including but not limited to:
▪ Inventory management
▪ Cash handling procedures
▪ Access control
▪ Video surveillance
▪ Product safety
▪ Alarm system maintenance and safety
▪ Lock standards
▪ Packaging and labeling
▪ Waste management
▪ Transportation documentation
▪ Surveillance equipment maintenance
▪ Employee badges
▪ Business records
o Other items as necessary to ensure compliance with laws and regulations o The Consultant shall provide ongoing guidance (when applicable) to the City regarding any observed industry-wide trends, regulatory changes, or emerging compliance risks that may affect permitted businesses.

Preparation of a draft report detailing the findings of the inspection and providing recommendations for improvement where needed. The draft report shall include clear documentation of observed deficiencies, recommended corrective actions, and applicable code or regulatory references. #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 27 If the inspection identifies any violations of law or other non-compliance issues, then Consultant will prepare a notice to comply as an included part of the report. o Follow-up re-inspection or review of any supplemental documents provided to address or contest any findings of non-compliance. The Consultant shall coordinate with City staff during follow-up inspections advising on whether corrective actions adequately resolve identified issues. o Preparation of a supplementary inspection report following the submittal of additional documentation requested. The supplementary report shall summarize all corrective measures reviewed, provide compliance determination, and include any recommendations for ongoing monitoring.
o The supplementary report shall also document the dates and times of all requests, including activities, communications, and compliance determinations, for information from permittees. o Preparation of final inspection report.
o Providing a recommendation to the City for enforcement action should there be any findings left unaddressed by the permittee. The Consultant shall provide professional justification and supporting enforcement recommendation to advise the City on the next steps.

B. Conduct Financial Audits
Consultant will conduct a financial revenue audit of each cannabis business to verify the accuracy of the revenue reported and remitted to the City during the review period are in compliance with the Modesto Municipal Code (MMC). Consultant will recommend a tax assessment or tax credit should the audit reveal any unreported/overreported revenue. As part of the audit process, Consultant will conduct a review of each business to identify reporting variances, discrepancies, and outliers to produce the most accurate measure of gross receipts on behalf of the City.

To initiate the process, the City shall provide Consultant with a list of licensed cannabis businesses subject to audit. Consultant shall work with the City to determine the appropriate review period for each business and to develop a schedule for conducting the audits. The Consultant shall provide regular updates to City staff on audit scheduling process, and any issues encountered in obtaining business records or data access. As the time for each audit approaches, Consultant will prepare a notification letter informing the licensee of the impending audit and providing a list of all records and documentation the business is required to provide, including remote access to the business’s point-of-sale (POS) system and METRC where applicable. The City will send the notification letter to communicate the Consultant’s authority to conduct the audit and to encourage cooperation by the business. #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 28 The full financial audit shall include:
• Review Point-of-Sale (POS) system structure
• Review inventory system (subject to METRC data)
• Analyze and compare POS data with other available data sources, including:
• City cannabis tax returns
• State tax returns o Federal tax returns
• METRC sales and inventory data
• CDTFA data o Bank statements
• ATM merchant statements
• Sales receipts
• Monthly Profit and Loss Statements
• Seller’s Permit
• Other financial documents as needed
• Identify any variances or over/under reporting
• Calculate any taxes or fees due to the City or credits due to the business • Prepare and issue draft and final report
Cannabis Retail, Microbusiness (Retail), Microbusiness (Manufacturing – Wholesale), Microbusinesses (Cultivation – Wholesales), Distribution, Manufacturing, Testing Labs, Cultivation (Indoor Only), and Cultivation (Nursery) are taxed at a percentage tax of gross receipts, the audit shall include the applicable review listed under ‘The Full Financial Audit Shall Include’ section.

A business that holds multiple state cannabis licenses shall be considered a single business for audit purposes, provided that all licenses are held and operated under the same name, ownership, location, and a single tax ID number. Any variation may indicate separate business entities requiring separate audits.

Any such determination shall be made on a case-by-case basis in consultation with the City.

Consultant shall provide a copy of the draft audit report to the City for review before issuing the draft to the cannabis business. The audit draft shall allow the business 14 calendar days to respond or appeal the report. Consultant will review any documentation provided by the business to dispute the findings and will adjust the tax assessment as necessary prior to issuing the final report to the City and the cannabis business.

Consultant will estimate taxes due based on available documentation in METRC and other relevant sources when a business fails to report revenue or reportable transfers and does not amend its tax filings after being notified of the discrepancy.
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 29 Consultant will review any documentation provided by the business to dispute the findings and will adjust the tax assessment as necessary prior to issuing the final report to the City and the cannabis business.

The financial audit assumes a standard 12-month review period. This may be increased up to of 24 months, in accordance with the statute of limitations for tax audits.

REQUIRED LICENSES
Prior to beginning any service that shall be furnished under this specification, the Proposer shall secure the appropriate Business/Delivery license from the City of Modesto. Business/Delivery license information may be obtained by calling (209) 577-5389 or emailing [email protected]. The successful Proposer shall maintain a City of Modesto business license for the duration of the agreement.

TERM OF AGREEMENT
The term of the agreement shall be for a period of two (2) years with three (3) one-year extension options at the sole discretion of City, for a total of up to five (5) years.

A. Pricing shall remain firm for the first two years of any agreement, which may be awarded pursuant to this RFP.

B. Price increases for subsequent agreement years three, four, and five, shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one agreement year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by Consultant(s) in writing, ninety (90) days prior to the annual anniversary date of the agreement to be effective for the subsequent year. #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 30 SAMPLE STANDARD AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT made and entered into in the City of Modesto, State of California, this ______ day of _________________, 20___, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "CITY", and (CONSULTANT), a California corporation, hereinafter referred to as "CONSULTANT".

This AGREEMENT is made with regard to the following recitals:
a. The CITY has determined that an ______________ should be prepared for the CITY to _________________.
b. CONSULTANT represents that it is qualified, willing, and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this AGREEMENT, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES
CONSULTANT shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit (A) or "Project". The Consultant shall perform the services as described in Exhibit (A) in a manner compatible with the standards of its profession and shall produce a fully complete project that is acceptable to CITY.

2. TERM OF AGREEMENT
The term of the AGREEMENT shall be for a period of two (2) years, with three (3) one-year extension options at the sole discretion of CITY, for a total of up to five (5) years.

Year 1: MONTH DD, 20___ through MONTH DD, 20___
Year 2: MONTH DD, 20___ through MONTH DD, 20___
Year 3: MONTH DD, 20___ through MONTH DD, 20___
Year 4: MONTH DD, 20___ through MONTH DD, 20___
Year 5: MONTH DD, 20___ through MONTH DD, 20___
Pricing shall remain firm for the first two (2) years of the AGREEMENT.

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 31 3. COMPENSATION
CONSULTANT agrees to accept a sum not to exceed $_________ (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit (A).

The Compensation shall be paid pursuant in the manner and at the times set forth below:

CITY shall pay CONSULTANT on a time and materials basis for CONSULTANT’s actual costs for all work called for in Exhibit (A) to this AGREEMENT. All work to be performed under this AGREEMENT shall be billed at the hourly rates set forth in Exhibit (B) attached hereto. CONSULTANT shall submit monthly invoices to CITY which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any reimbursable expenses paid by CONSULTANT and identified in Exhibit (B) or approved by the CITY in writing.

CITY shall pay CONSULTANT [TO BE DETERMINED BY RFP RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]

4. OBLIGATIONS OF CONSULTANT
Throughout the term of this AGREEMENT, CONSULTANT shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. CONSULTANT warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the CITY with the services contemplated by this AGREEMENT.

CONSULTANT further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE
CONSULTANT has represented to CITY that __________ will be the person primarily responsible for the performance of the services referred to in this AGREEMENT. CITY has entered into this AGREEMENT in reliance on that representation by CONSULTANT. CONSULTANT therefore agrees that _____ percent (____%) or more of the time devoted to the project that is the subject of this AGREEMENT will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA
Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the CITY, and may be used by CITY as it may require without any additional cost to CITY. No reports shall be used by the CONSULTANT for purposes other than this AGREEMENT without the express prior written consent of CITY.

Title to Data
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 32 If, as a part of the AGREEMENT, CONSULTANT is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this AGREEMENT will be delivered to CITY upon the completion or termination of services under the AGREEMENT. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the CITY and are not necessarily suitable for any future or other use.

7. NEWS AND INFORMATION RELEASE
CONSULTANT agrees that it will not issue any news releases in connection with either the award of this AGREEMENT, or any subsequent amendment of or efforts under this AGREEMENT, without first obtaining review and approval of said news releases from City through the CITY Manager.

8. CONFLICT OF INTEREST
CONSULTANT warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the CONSULTANT in the performance of this AGREEMENT. CONSULTANT warrants that, in performance of this AGREEMENT, CONSULTANT shall not employ any person having any such interest. CONSULTANT understands that, if this AGREEMENT is made in violation of Government Code § 1090 et seq., the entire AGREEMENT is void and CONSULTANT will not be entitled to any compensation for services performed. CONSULTANT agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this AGREEMENT if so, required at the option of CITY.

9. AMENDMENTS
This AGREEMENT, including the Exhibits attached hereto, may be amended only by a writing signed by both Parties. CITY will not be responsible to pay any charges CONSULTANT may incur in performing services not identified in Exhibit (A) unless first authorized by the CITY in writing.

10. INDEPENDENT CONSULTANT
All acts of CONSULTANT, its agents, officers, and employees and all others acting on behalf of CONSULTANT relating to the performance of this AGREEMENT, shall be performed as independent contractors and not as agents, officers, or employees of CITY. Except as CITY may specify in writing, CONSULTANT has no authority to bind or incur any obligation on behalf of CITY. CONSULTANT has no authority or responsibility to exercise any rights or power vested in the CITY. It is understood by both CONSULTANT and CITY that this AGREEMENT shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. CONSULTANT, its agents, officers and employees are and, at all times during the terms of this AGREEMENT, shall represent and conduct themselves as independent contractors and not as employees of CITY. #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 33 CONSULTANT shall determine and control the method, details and means of performing the work and services to be provided by CONSULTANT under this AGREEMENT. CONSULTANT shall be responsible to CITY only for the requirements and results specified in this AGREEMENT, and, except as expressly provided in this AGREEMENT, shall not be subjected to CITY's control with respect to the physical action or activities of the CONSULTANT in fulfillment of this AGREEMENT. CONSULTANT is permitted to provide services to others during the same period service is provided to CITY under this AGREEMENT. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this AGREEMENT.

It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONSULTANT or CONSULTANT's assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of the CITY in any capacity whatsoever as an agent, or to bind the CITY to any obligation whatsoever. It is further understood and agreed that CONSULTANT must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of CONSULTANT's personnel. As a independent CONSULTANT, CONSULTANT hereby indemnifies and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

11. ASSIGNMENT
Neither this AGREEMENT nor any portion thereof shall be subcontracted or assigned, without the express prior written consent of the CITY in each and every instance.

12. PATENT/COPYRIGHT MATERIALS
Unless otherwise expressly provided in the AGREEMENT, CONSULTANT shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this AGREEMENT. CONSULTANT shall furnish a warranty of such right to use to CITY at the request of CITY.

13. NOTICES
Notice required by this AGREEMENT shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with this Section. Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified mail, return receipt requested, if delivery is confirmed by a return receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with this Section:
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 34 FOR CONSULTANT: Name:

Address:

Attention:

Phone: ()
Email:

CITY: Name:

Address:

Phone:

Email:

City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
(209)

14. INSURANCE REQUIREMENTS
During the term of this AGREEMENT, CONSULTANT shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit (C) to this AGREEMENT and shall otherwise comply with the other provisions of Exhibit (C) to this AGREEMENT. CONSULTANT is responsible for uploading updated insurance documentation to the City's "PINS Advantage" program.

15. TERMINATION OF AGREEMENT
Termination by CITY for Default of CONSULTANT
Should the CONSULTANT default in the performance of this AGREEMENT or materially breach any of its provisions, at its option, CITY may terminate this AGREEMENT by giving written notification to CONSULTANT. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this AGREEMENT shall include, but not limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by CONSULTANT, dishonesty or theft.

Termination by CITY for Convenience
The City may also terminate the CONSULTANT's performance under the AGREEMENT, either in whole or in part, at tis own discretion, or when conditions encountered during the services make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the AGREEMENT by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the services for any reason. The City shall provide no less that ten (10) calendar days written notice of its intent to terminate the AGREEMENT for convenience and shall endeavor to provide the CONSULTANT with consultation with the City prior to termination.
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 35 Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONSULTANT shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and subconsultants except as necessary to complete any portion of the work that is not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any CONSULTANT or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONSULTANT in performing the work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the work as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the work and/or property related to the work; h. If CITY so requests, and at CITY's cost, CONSULTANT shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONSULTANT's work on the project.
i. The CONSULTANT understands and agrees that CITY may, in CITY's sole discretion, refuse to pay CONSULTANT for that portion of CONSULTANT's services which were performed by CONSULTANT on the project prior to the termination date and which remain unacceptable and/or not useful to CITY as of the termination date.

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 36 j. The cost of settling and paying valid claims arising out of the termination of the work such as subconsultant AGREEMENTs or contracts for materials;
k. The AGREEMENT price allocable to the portion of the work properly performed, or goods supplied to the work site by the CONSULTANT as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONSULTANT.

The CONSULTANT shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of termination of the AGREEMENT. In the event that termination of this AGREEMENT is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.

16. INDEMNITY
If CONSULTANT is Design Professional performing design professional services, as defined in California Civil Code section 2782.8, CONSULTANT agrees to indemnify, defend, and hold harmless the CITY, its agents, officers, officials, employees and volunteers, from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT and its employees, officials, officers, agents or agents in the performance of services under this AGREEMENT, but this indemnity does not apply to liability for damages arising from the sole negligence, or willful misconduct of the CITY. The CITY agrees that in no event shall the cost to defend charged to the CONSULTANT exceed that CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the CONSULTANT shall meet and confer with other parties regarding unpaid defense costs. This duty to indemnify shall not be waived or modified by contractual AGREEMENT or acts of the parties.

COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 37 CONSULTANT's obligation to defend, indemnify, and hold the CITY, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONSULTANT to procure and maintain a policy of insurance.

In the event that CONSULTANT or any employee, agent, or subconsultant of CONSULTANT providing services under this AGREEMENT is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT or its employees, agents, or subconsultants, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY.

17. DISPUTE RESOLUTION
Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this AGREEMENT, or the breach, termination execution, enforcement, interpretation, or validity of this AGREEMENT, including the determination of the scope or applicability of this AGREEMENT provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

18. ATTORNEY'S FEES
If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

19. ENTIRE AGREEMENT
This AGREEMENT and its exhibits contain the entire understanding between CONSULTANT and CITY. All previous proposals, offers and communications related to this AGREEMENT, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT. No future waiver of or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

21. WAIVER
The waiver by any party to this AGREEMENT of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 38 22. AUDIT
The CITY's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify CONSULTANT's charges to CITY under this AGREEMENT.

23. GOVERNING LAW
This AGREEMENT shall be governed according to the laws of the State of California.

24. HEADINGS NOT CONTROLLING
Headings used in the AGREEMENT are for reference purposes only and shall not be considered in construing this AGREEMENT.

25. COMPLIANCE WITH LAWS
CONSULTANT shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws. CONSULTANT shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE
CONSULTANT will have a City of Modesto business license. #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 39 IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 20______ - _________, adopted by the Council of the City of Modesto on the _______ day of __________ , 20___, and (CONSULTANT) has caused this AGREEMENT to be duly executed as of the Effective Date.

CITY OF MODESTO
a municipal corporation
(CONSULTANT)
a California corporation*
By ________________________________ By ________________________________ JOSEPH P. LOPEZ, City Manager Name Title
By ________________________________
ATTEST: Name Title
By ________________________________ (Seal)
DIANE NAYARES-PEREZ, CMC, City Clerk
CONSULTANT's Federal ID# ______________
APPROVED AS TO FORM:

By ________________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

By ________________________________
MATTHEW BRALEY, Risk Manager
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 40 EXHIBIT C: INSURANCE REQUIREMENTS FOR SERVICES
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if consultant provides written verification, it has no employees)

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Modesto requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Modesto.

Umbrella or Excess Coverage
The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss #1..
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 41 covered hereunder, shall be called upon to contribute to a loss until the Consultant's primary and excess liability policies are exhausted.

The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant 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 Consultant's insurance with coverage equal to ISO form CG 2010. If Completed Operations endorsement is required, a separate endorsement equal to ISO form CG 2037 is required.

Primary Coverage
The Additional Insured coverage under the Consultant's policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Consultant's insurance coverage to the sole negligence of the Named Insured.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Waiver of Subrogation
Consultant hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City of Modesto by virtue of the payment of any loss under such insurance.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Consultant or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

Acceptability of Insurers
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 42 Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Consultant shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Subconsultants
Consultant shall require and verify that all subconsultants, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subconsultant’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.

Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:
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COMMERCIAL CANNABIS INSPECTION AND FINANCIAL AUDIT SERVICES 43 City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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City of Modesto, CA
Finance
DeAnna Christensen, Director of Finance
PO BOX 642, Modesto, CA 95353
[BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP-00028
Commercial Cannabis Inspection and Financial Audit Services RESPONSE DEADLINE: December 9, 2025 at 11:00 am
Report Generated: Wednesday, April 1, 2026
Booth Management Consulting, LLC Response

CONTACT INFORMATION
Company:

Booth Management Consulting, LLC
Email:
[email protected]
Contact:

Robin Booth
Address:
7230 Lee Deforest Drive Suite 202
Columbia, MD 21046
Phone:
(410) 309-4929 Ext: 201
Website:
www.bmc-llc.net
Submission Date:

Dec 9, 2025 10:30 AM (Pacific Time)
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[BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP-00028
Commercial Cannabis Inspection and Financial Audit Services [BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT Request For Proposal - Commercial Cannabis Inspection and Financial Audit Services

Page 2 ends

ADDENDA CONFIRMATION
Addendum #1
Confirmed Dec 9, 2025 6:05 AM by Robin Booth

QUESTIONNAIRE

1. RFP Acknowledgement and Proposal.

RFP ACKNOWLEDGEMENT*
Pass
The party submitting acknowledges receipt of the referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the Proposer indicated in Proposer’s Proposal and Forms provided by the City attached hereto and made a part hereof, this includes any forms for the pricing proposed on the Pricing Schedule.

By checking the "please confirm" box below, you acknowledge the above statement.

Confirmed

2. Proposer Company Information.

PROPOSER COMPANY FULL LEGAL NAME*
Pass
Please provide the full legal name of the company on this proposal. It may already be provided elsewhere, but please provide here to confirm.

Booth Management Consulting, LLC
PROPOSER COMPANY MARKETPLACE (OR DBA) NAME*
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[BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP-00028
Commercial Cannabis Inspection and Financial Audit Services [BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT Request For Proposal - Commercial Cannabis Inspection and Financial Audit Services

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Pass
Please provide the Company Marketplace Name or DBA (if applicable). It may already be provided elsewhere, but please provide here to confirm.

NOTE: If the company is not operating under an additional name or a dba, then you may state "N/A" here.

N/A
TYPE OF LEGAL ENTITY*
Pass
Is the Proposer Company a Corporation, Limited Liability Company, Partnership, or Sole Proprietorship? If the Proposer Company is something other than one of the above options, please answer "No" here and you will be asked to provide more information after this question.

Yes
TYPE OF LEGAL ENTITY - SELECT*
Pass
Please select which of the following legal entity options under which the Proposer Company operates.

Limited Liability Company
LEGAL ENTITY STATE OF REGISTRATION*
Pass
In which State is the Proposer Company registered?
Maryland
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[BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP-00028
Commercial Cannabis Inspection and Financial Audit Services [BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT Request For Proposal - Commercial Cannabis Inspection and Financial Audit Services

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PROPOSER COMPANY HEADQUARTERS ADDRESS*
Pass
Please provide the full street address for the headquarters of the Proposer Company. Be sure to include the following:
• Full Street Address
• City
• State
• Country
• Postal Code
7230 Lee Deforest Drive, Suite 103, Columbia, MD 21046

COMPANY WEBSITE ADDRESS
Pass
Please provide the full company website address for the Proposer Company. www.bmc-llc.net
PROPOSAL CONTACT PERSON DETAILS*
Pass
Please provide the following information for the Contact person for this proposal:
• Name
• Title
• Phone (Office)
• Phone (Mobile)
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[BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP-00028
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• Mailing Address (Street Address, City, State, Postal Code) • Fax Number
• Email
Robin Booth, Principal
410-309-4929, ext. 2010 (office)\
410-984-7458 (mobile)
7230 Lee Deforest Drive, Suite 103, Columbia, MD 21046
667-200-5972 (fax)
[email protected]
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Pass
Please provide the Proposer Company's Federal Taxpayer Identification Number here. 52-2168025

DUNS & BRADSTREET (DUNS) NUMBER
Pass
Please provide the Proposer Company's Duns & Bradstreet (DUNS) Number here. 069527419
PROPOSER OFFICER NAMES AND TITLES*
Pass
Please provide the Names and Titles of the Top Three Proposer Officers in the following manner:
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[BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP-00028
Commercial Cannabis Inspection and Financial Audit Services [BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT Request For Proposal - Commercial Cannabis Inspection and Financial Audit Services

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• Full Name, Full Title
• Full Name, Full Title
• Full Name, Full Title
Robin Booth, Principal
Phillip Booth, CEO
Petergay Brown, Senior Manager
YEARS IN BUSINESS*
Pass
For how long has the Proposer Company been in business? Please indicate in number of years. 27 years
CLOSEST PROPOSER OFFICE*
Pass
Please provide the address for the Proposer Office closest to the City of Modesto. Please be sure to provide:
• Full Street Address
• City
• State
• Country
• Postal Code
7230 Lee Deforest Drive, Suite 103, Columbia, MD 21046
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[BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP-00028
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CITY OF MODESTO BUSINESS LICENSE*
Pass
Does the Proposer Company currently possess a valid City of Modesto Business License? NOTE: An answer of "No", does not exclude the proposal from evaluation as it is not required until the contract begins.

No
PROPOSER FINANCIAL STATEMENTS*
Pass
Minimum Qualifications are mandatory for proposal consideration, and at a minimum shall include the following:

Financial Stability:

City staff will request financial statements from the proposer whose proposal is determined to best meet the City’s needs, as determined by the selection committee. Within two (2) business days of City request, proposer shall provide a copy of their company’s most recent professionally prepared Financial Statements (Income Statement and Balance Sheet). These statements, if unaudited, shall be accompanied by a cover letter that states the name and title of the preparer, the basis of the financial statement presentation (cash or accrual) and whether these statements have been prepared in accordance with Generally Accepted Accounting Principles for the most recent fiscal year end of the proposer. Audited financial statements shall be submitted in their entirety, including the auditor’s opinion and notes to the financial statements.

A separate document shall be provided and signed under penalty of perjury by the proposer’s financial officer or owner that explains the proposer’s inability to provide statements for a fiscal period that ended at least eight (8) months before the required date of submittal, if such inability exists.

One complete set of Financial Statements shall be submitted within two (2) business days of City request. Financial Statements, whether delivered via email, by an employee of the proposer, U.S. Postal Service, courier or package delivery service must be received by the City of Modesto, Purchasing Division within two (2) business days of request. Financial statements delivered via email should be sent to [email protected]. If sent via email, proposer is encouraged to follow-up with a phone call to Carolanne Wattle at (209) 577-5406, to confirm receipt. Failure of proposer to provide requested documents within two (2) business days, may disqualify #1..
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[BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP-00028
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proposer from further consideration. The City of Modesto assumes no responsibility for delay in the delivery of the Financial Statements to the City.

Confirmed

3. Pricing Schedule.

PRICING SCHEDULE*
Pass
Please download the below documents, complete, and upload. • Pricing_Schedule_Form.doc
Pricing_Schedule_Form.pdf

4. City Forms.

PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS?*
Pass
Does the Proposer have any exceptions, clarifications, or amendments to this RFP, sample agreement, or its associated specifications? No
PROPOSER CUSTOMER REFERENCES*
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[BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP-00028
Commercial Cannabis Inspection and Financial Audit Services [BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT Request For Proposal - Commercial Cannabis Inspection and Financial Audit Services

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Pass
Please download the below documents, complete, and upload. • Proposer_Customer_Reference...

Proposer_Customer_References_Form.pdf
FINANCIAL INTEREST DISCLOSURE*
Pass
Please download the below documents, complete, and upload. • Financial_Interest_Disclosu...

Financial_Interest_Disclosure_Form_RFP.pdf
PROPOSER COMPANY HISTORY STATEMENT*
Pass
Please download the below documents, complete, and upload. • Proposer_Company_History_St...

Proposer_Company_History_Statement.pdf
Company_History_Statement-Cont.pdf
PROPOSER EXPERIENCE AND CERTIFICATIONS*
Pass
Please download the below document, complete, and upload. • _Proposer_Experience_and_Ce...

Proposer_Experience_and_Certifications.pdf
PROPOSER WARRANTY STATEMENTS*
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[BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP-00028
Commercial Cannabis Inspection and Financial Audit Services [BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT Request For Proposal - Commercial Cannabis Inspection and Financial Audit Services

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Pass
Please download the below documents, complete, and upload. • Proposer_Warranty_Statement...

Proposer_Warranty_Statements.pdf
CALIFORNIA LEVINE ACT DISCLOSURE*
Pass
Please download the below documents, complete, and upload. • Modesto_Levine_Act_Statemen...

Modesto_Levine_Act_Statement_Form.pdf

5. Additional Proposal Items.

ADDITIONAL INFORMATION (IF NEEDED)
Pass
For any additional information requested or required by any of your previously provided answers or as stated within this RFP please upload the additional documentation here.

Approach_to_Services_BMC.pdf
SUBMITTAL CONFIRMATION*
Pass
Proposer hereby certifies that all information provided within this submittal is accurate to the best of their knowledge and acknowledges that they have provided proof of their authority to submit a proposal on behalf of the stated Company Name committing them to the information contained within said submittal.

By checking the "please confirm" box below, you certify the above statement. #1..
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[BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP-00028
Commercial Cannabis Inspection and Financial Audit Services [BOOTH MANAGEMENT CONSULTING, LLC] RESPONSE DOCUMENT REPORT Request For Proposal - Commercial Cannabis Inspection and Financial Audit Services

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Confirmed
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PRICING SCHEDULE FORM
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance and other expenses necessary for Proposer to perform the required services shall be included in Proposal pricing. Proposal must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on the Exceptions, Clarifications, and Amendments Form.

ESTIMATED ANNUAL QTY x UNIT PRICE= EXTENDED PRICE
**In case of discrepancy between a unit price and an extended price, the unit price will be presumed to be correct, subject, however, to correction to the same extent and in the same manner.** Item
No.

Item Description Estimated
Annual Qty.

Unit of
Issue
Unit Price Extended Price
A1 Financial Audits 14 Once a
Year
$5,180.00 $ ____72,520.00___/Service
A2 Inspections 14 Once a
Year
$1,884.90 $ ____26,388.60/Service
A3 On-going
Consulting Services Varies Hourly
Rate
$90/hour
$ _________90.00__/Service
A4 $ _______________/Service
A5 $ _______________/Service
A6 $ _______________/Service
A7 $ _______________/Service
A8 $ _______________/Service
A9 $_______________ /Service
A10 $ _______________/Service
ePay 1% Discount off of total Bid if Option (A) is chosen $-(_________989.06_) Total Items: $________________97,919.51/Total
Additional Services: $__________90/hour______________________/UOM Payment Terms:
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Check which of the following payment terms/methodology Proposer accepts (a description of each can be found in Proposal Form A – RFP Acknowledgement):

Choose One:
• Option A (Preferred): City of Modesto ePay Payment on Net 30 Day Timing: __√_ Choose by checking (√) here. If selected, for bid comparison purposes, Proposer’s pricing will be reduced by the City of Modesto’s average ePay card program rebate percentage; or ePay Email Address: [email protected]____________________________ • Option B Manual Check Payment Mailed by US Postal Service First Class Mail Only on Net 45 Day Timing: ___ Choose by checking (√) here.

THE undersigned acknowledges receipt of the referenced RFP and any associated Addenda and offers to furnish the articles and/or services specified, in accordance with the specifications, terms and conditions of this RFP and these Proposal documents, for the pricing indicated on the Pricing Schedule.

Proposer Company Name: Booth Management Consulting, LLC Name of Proposer Signatory: Robin Booth
Signature of Proposer Representative:
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PROPOSER CUSTOMER REFERENCES FORM
Proposer shall provide a list of five current or former customers able to discuss prior experience with similar type of services requested by the City in the above-referenced RFP. Proposer’s references shall have similar volume and requirements to the City of Modesto’s as described in the above-referenced RFP. Proposers failing to provide references may be deemed as non-responsive.

The City may contact some or all of the references provided in order to determine the Proposer’s performance record on services similar to that described in the above-referenced RFP. The City reserves the right to contact references other than those provided in Proposer’s submission and to use the information gained from them in the award process.

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
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Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value$
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value$
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value$
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FINANCIAL INTEREST DISCLOSURE FORM
Any contract award to result from this RFP process and Proposer’s submission of a Proposal therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Proposer until all persons with a direct or indirect financial interest of greater than $2,000 in the Proposer are identified by name.

Proposer must therefore complete this Financial Interest Disclosure Form, listing by name all parties that have a material financial interest in the agreement, contract or development right.

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda.

Financial Interest Disclosure to City of Modesto
Proposer shall identify any person with a financial interest in the Proposer by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

Persons having an aggregate economic interest in the Proposer less than two thousand dollars ($2,000.00) at all times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Proposer meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Proposer is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
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Print Names of Persons Having a Financial Interest in Proposer Receiving this Agreement:

First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
By signing this document, I agree to the information contained within.

Proposer Company Name:

Name of Proposer Signatory:

Signature of Proposer Representative:
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PROPOSER COMPANY HISTORY STATEMENT
Company History Statement - Proposer shall have been in business for a minimum of three continuous years (immediately prior to the time of the City’s solicitation) providing the services described in this Invitation for Proposals (RFP).

The Proposer’s company history overview statement shall be approximately one to three pages in length and inserted below:

Proposer Company Legal Name: Insert Proposer Logo Here (if existent):

Insert Proposer Company History Overview Statement Beginning Here:
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1 | Page

CONTINUED
Cannabis Regulatory & Inspection Experience
BMC, together with our California-based inspection partners, has performed cannabis compliance inspections across multiple jurisdictions consistent with the City of Modesto’s Scope of Work. Our inspection teams have evaluated:
• Inventory management systems and reconciliation to METRC • Access controls, surveillance systems, alarm monitoring, and lock standards • Cash-handling procedures and financial controls
• Packaging, labeling, transportation documentation, and waste management • Employee badges, HR files, and operational protocols
• Business records and standard operating procedures
Our California partners—who will support BMC on this engagement—have conducted hundreds of compliance inspections across retail, cultivation, distribution, and manufacturing facilities. Their work includes verifying adherence to California state cannabis laws, applying compliance checklists, documenting deficiencies, and preparing corrective action recommendations.

Cannabis Tax and Financial Audit Experience
Since 2023, BMC has performed cannabis revenue and tax audits for California jurisdictions including Port Hueneme and San Luis Obispo. Our services include:
• Full financial audits of cannabis operators subject to gross-receipts taxation • METRC–POS reconciliation
• Review of federal, state, and CDTFA returns
• Bank and merchant account analysis
• Calculating underreported or overreported revenue
• Preparing draft and final audit reports with recommended tax assessments These engagements require the same discipline and precision we apply in opioid settlement monitoring: validating revenue streams, testing the accuracy of reported data, and ensuring compliance with highly regulated state and municipal mandates.

Cannabis Technical Assistance and Program Support
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2 | Page
Under the Washington State Department of Commerce Social Equity Program and California’s CORE Program, BMC provides technical assistance to 39 Social Equity Applicants, supporting compliance readiness, licensing, METRC use, internal controls, and operational governance.

Project Execution Supported by BMC’s Six Divisions
The City of Modesto engagement will be led by BMC’s Compliance Auditing Division (CAD) and supported by all six of BMC’s specialized divisions, ensuring a comprehensive and integrated inspection and audit program.

1. Compliance Auditing Division (CAD) – Lead Division
CAD oversees the compliance inspection program, develops inspection protocols, conducts on-site evaluations, documents deficiencies, and issues corrective action recommendations. CAD will coordinate closely with California-based partners to ensure alignment with state and municipal cannabis regulations.

2. Oversight & Monitoring Division (OMD)
OMD manages the financial audit component, including POS/METRC reconciliation, variance testing, and tax recomputation—mirroring the methodologies we apply for opioid settlement audit engagements.

3. Accounting Support Division (ASD)
ASD conducts detailed reviews of financial records, tax filings, bank statements, merchant accounts, and general ledgers, ensuring transparency and accuracy of cannabis revenue reporting.

4. Grants Management Division (GMD)
GMD monitors regulatory changes, industry trends, and emerging compliance risks—critical for both opioid settlement oversight and cannabis regulatory environments.

5. Business Consulting Division (BCD)
BCD supports corrective action planning, operational improvements, and business process enhancements for cannabis licensees.

6. Human Resources & Support Services Division (HRSSD)
HRSSD ensures qualified personnel, training, regulatory updates, and staffing continuity—all essential in maintaining compliance integrity in both opioid and cannabis programs.

Conclusion
For more than three years, BMC has actively supported cannabis regulatory programs through inspections, financial audits, and METRC/POS analyses, while simultaneously supporting opioid settlement compliance monitoring since 2021. Both cannabis programs and opioid settlement funds require intensive oversight, rigorous auditing, transparent reporting, and adherence to strict state and municipal regulations.

By combining our cannabis-specific experience with our established work in regulated drug environments, and leveraging the expertise of all six BMC divisions—led by the Compliance Auditing Division—BMC is fully prepared to deliver the City of Modesto’s Commercial Cannabis Inspection and Financial Audit Services with precision, integrity, and accountability. #1..
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
1 PROPOSER EXPERIENCE AND CERTIFICATIONS

TABLE OF CONTENTS
PERSONNEL QUALIFICATIONS................................................................................. 2 STAFFING QUALIFICATIONS .................................................................................... 3 RESUMES.......................................................................................................... 4 ROBIN BOOTH, CPA, CFE, CIA - Audit Principal | Managing Member................ 4 PETERGAY BROWN, CPA, CFE, MBA - Senior Manager.................................... 6 MARIA SANCHEZ - Audit Manager ................................................................. 7 PAISLEY TAYLOR - Cannabis Compliance Inspector....................................... 8 DASHAWN HERRING - Auditor....................................................................10 JESSICA BOOTH, MS - Auditor (CA Based) ..................................................11 KRISTEN BROWN - Project Coordinator.......................................................12 #1..
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
2 Personnel Qualifications
BMC has assembled a highly qualified team of professionals with extensive experience in regulatory compliance, financial auditing, cannabis revenue analysis, operational inspections, and oversight of regulated programs. Each member of our proposed team brings specialized expertise directly aligned with the City of Modesto’s requirements for commercial cannabis inspections and financial audits. Our staff includes Certified Public Accountants, Certified Fraud Examiners, senior audit managers, financial auditors, compliance specialists, and project coordination personnel who have successfully supported cannabis regulatory programs across California and related regulated drug environments such as opioid settlement monitoring.

Together, this multidisciplinary team offers the technical proficiency, analytical rigor, and regulatory understanding necessary to ensure accurate audit outcomes, effective inspection processes, and full compliance with State and local cannabis regulations. All proposed personnel are available to begin work immediately upon contract award, ensuring seamless mobilization and timely delivery of services.

All proposed personnel are fully trained in BMC’s standardized methodologies and inspection protocols and are available to begin work immediately upon contract award. The following table outlines each individual’s education, years of relevant experience, tenure with BMC, and availability, demonstrating the depth and readiness of our team to support the City’s objectives. #1..
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
3 Staffing Qualifications
Table 1. Staffing Qualifications Table
Position / Title Name Education
Years of Relevant
Experience
Years with
BMC Availability
Principal / Managing
Member
Robin Booth,

CPA, CFE, CIA
B.S., Accounting – Bowie State
University
25+ years 27+ years Immediate
Senior Manager,
Compliance Audit
Division / Project
Manager
Petergay
(“Peter Gay”)
Brown, CPA,

CFE, MBA
MBA – Univ. of Phoenix; B.S.,
Accounting – Honors Program
18+ years 14 years Immediate
Audit Manager Maria Sanchez MBA, Accounting & Management; BBA
19+ years 10+ years Immediate
Auditor DaShawn
Herring
B.S., Business Management – UMGC 3+ years 3 years Immediate Staff Auditor (CABased)Jessica Booth,
MS
M.S., Business Analytics; B.A.,
Economics
3+ years 5 years Immediate
Project Coordinator Kristen Brown B.A., Communication – SDSU 5+ years 2 years Immediate Cannabis
Compliance
Inspector
Paisley Taylor MBA – UC Davis; B.A., English – UC
Riverside
12+ years
(construction
inspections) + 6+
years (cannabis
inspections)
3 years (BMC
Inspection
Partner)
Immediate
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
4 Resumes
ROBIN BOOTH, CPA, CFE, CIA - Audit Principal | Managing Member

PROFESSIONAL SUMMARY
Certified Public Accountant (CPA), Certified Fraud Examiner (CFE), and Certified Internal Auditor (CIA) with 25+ years of experience leading GAGAS-compliant audits, financial examinations, regulatory compliance reviews, and operational assessments for federal, state, and local government agencies. Senior audit executive with deep expertise in FAR, CAS, Uniform Guidance (2 CFR 200), DEAR, and municipal regulatory environments.

Since 2023, Robin has provided executive oversight for California cannabis revenue audits for the City of Port Hueneme and the City of San Luis Obispo and directed BMC’s opioid settlement monitoring for municipalities since 2021. She brings specialized knowledge in reviewing regulated industry revenues, internal controls, compliance documentation, and program governance.

Role on This Project: Principal and primary point of contact for the City of Modesto, responsible for contract compliance, quality control, risk management, subcontractor oversight, and final deliverables.

EDUCATION & CERTIFICATIONS
• B.S., Accounting – Bowie State University
• Certified Public Accountant (CPA) – Maryland
• Certified Fraud Examiner (CFE)
• Certified Internal Auditor (CIA)
• AICPA COSO Internal Controls Certification
• QuickBooks ProAdvisor
• 40+ annual hours of audit & accounting CPE

CORE COMPETENCIES
• Cannabis revenue auditing
• METRC/POS reconciliation oversight
• Regulatory compliance & municipal code interpretation • Internal controls and operational review
• High-risk regulated program oversight
• Opioid settlement auditing & monitoring
• Executive QA/QC and report review

RELEVANT EXPERIENCE FOR THIS CONTRACT
• Executive Oversight – Cannabis Revenue Audits for Port Hueneme & San Luis Obispo, including review of METRC data, POS reports, tax filings, cash-handling practices, and internal controls.
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
5 • Oversight of Cannabis Compliance Inspection Program Support through BMC’s California inspector network.
• Directed opioid settlement monitoring since 2021, ensuring compliance with regulated drug fund requirements similar to cannabis regulatory programs. • Led multiple audits requiring operational inspections, documentation reviews, and compliance determinations aligned with state and local regulatory frameworks. #1..
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
6 PETERGAY BROWN, CPA, CFE, MBA - Senior Manager
Compliance Audit Division

PROFESSIONAL SUMMARY
Certified Public Accountant (CPA) and Certified Fraud Examiner (CFE) with 18+ years of audit experience performing GAGAS-compliant audits, internal control reviews, and program oversight for federal, state, and municipal entities. Senior Manager responsible for BMC’s cannabis revenue auditing portfolio, leading field teams and developing methodologies for cannabis tax assessments.

Petergay has also supervised opioid settlement monitoring since 2021—providing valuable experience in regulated drug programs similar to cannabis regulatory environments.

Role on This Project: Project Manager for Modesto, supervising inspection and audit teams, reviewing methodology, and ensuring compliance with the Modesto Municipal Code and California cannabis regulations.

EDUCATION & CERTIFICATIONS
• B.S., Accounting – Executive Leadership Honors Program • MBA – University of Phoenix
• Certified Public Accountant (CPA)
• Certified Fraud Examiner (CFE)

CORE COMPETENCIES
• Cannabis tax audits & variance testing
• METRC/POS financial reconciliation
• Internal controls review
• Regulatory compliance assessments
• Team leadership & QA/QC review
• Opioid settlement monitoring experience

RELEVANT EXPERIENCE FOR THIS CONTRACT
• Senior Manager – Cannabis Revenue Audits for Port Hueneme & San Luis Obispo, overseeing staff, reviewing METRC/POS data, and validating taxable gross receipts. • Led California cannabis compliance inspection coordination under BMC’s subcontractor partnerships.
• Managed opioid settlement subrecipient monitoring, including compliance assessments and documentation reviews similar to cannabis regulatory oversight. • Oversaw financial audits requiring analysis of controlled-substance revenue, internal controls, video surveillance logs, inventory systems, and cash-handling protocols.
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
7 MARIA SANCHEZ - Audit Manager

PROFESSIONAL SUMMARY
Audit Manager with 19+ years of experience, including deep expertise in cannabis tax auditing, METRC/POS reconciliation, financial documentation analysis, and compliance testing. Serves as Audit Manager for both Port Hueneme and San Luis Obispo cannabis audit engagements. Former DCAA auditor with comprehensive experience in regulated audit environments requiring documentation verification and internal control evaluation.

EDUCATION
• MBA, Accounting & Management – Universidad Central de Bayamón • BBA – Universidad Central de Bayamón

CORE COMPETENCIES
• METRC/POS reconciliation
• Cannabis revenue audit methodologies
• Variance analysis & discrepancy identification
• Financial statements & tax return reviews
• Documentation testing & compliance verification

RELEVANT EXPERIENCE FOR THIS CONTRACT
• Audit Manager – Port Hueneme & San Luis Obispo Cannabis Revenue Audits, responsible for review of METRC data, POS activity, federal/state returns, CDTFA filings, P&Ls, and bank statements.
• Identifies reporting variances and calculates under/overreported cannabis revenue. • Supports inspection teams with business records review and compliance documentation validation.
• Experience in opioid settlement documentation monitoring, providing parallel insight into regulated industry compliance.
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
8 PAISLEY TAYLOR - Cannabis Compliance Inspector

PROFESSIONAL SUMMARY
Construction and Cannabis Compliance Inspector with 12+ years of experience conducting regulatory inspections, property assessments, and compliance evaluations for commercial, residential, industrial, and cannabis-licensed facilities across California.

Possesses 6+ years of cannabis regulatory inspection experience, including METRC-based inventory reviews, security and surveillance assessments, packaging/labeling inspections, waste management evaluations, transportation documentation reviews, and recordkeeping audits. Skilled in applying California DCC regulations, MAUCRSA, Modesto Municipal Code requirements, and standardized inspection methodologies. Adept at identifying deficiencies, documenting findings, and preparing corrective action recommendations for municipalities and regulatory oversight programs.

EDUCATION
Master of Business Administration (MBA) - University of California, Davis — 2003 Bachelor of Arts, English - University of California, Riverside — 1990

CORE COMPETENCIES
• Cannabis Compliance Inspections
• METRC Inventory Reconciliation
• Construction & Property Condition Assessments
• Security & Surveillance System Evaluation
• Packaging, Labeling & Product Compliance
• Waste Management Regulations
• ADA & Title 24 Compliance
• HVAC, Structural & Mechanical System Review
• Regulatory Documentation & SOP Review
• Risk Identification & Corrective Action Planning
• Industry Trend Analysis & Compliance Forecasting

CERTIFICATIONS & TECHNICAL SKILLS
• Certified Property Manager
• Real Estate License (California)
• HVAC Certification
• ADA Training
• Title 24 Training
• ASTM Phase I Certification
• Property Condition Assessment Certification
• Proficient in: Microsoft Word, Excel, PowerPoint, Outlook, Publisher, Visio, Yardi

RELEVANT EXPERIENCE
Independent Compliance Consultant / BMC Inspection Partner Cannabis Compliance Inspector
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
9 2021 – Present | California
• Conducts annual and rotational compliance inspections for cannabis retail, distribution, manufacturing, and cultivation facilities across California. • Performs physical inventory counts and reconciles METRC data with onsite storage, packaging, production logs, and manifests.
• Reviews cash-handling practices, POS reports, safe access logs, discrepancy logs, and reconciliation procedures.
• Evaluates security infrastructure, including surveillance systems, camera placement, retention protocols, panic alarms, access badge systems, and perimeter controls.
• Inspects packaging and labeling for compliance with MAUCRSA and DCC requirements, including THC warnings, UID tags, batch testing documentation, and child-resistant packaging standards.
• Reviews cannabis waste destruction procedures and validates documentation ensuring product is rendered unusable and unrecognizable. • Verifies transportation manifests, driver credentials, and vehicle compliance per California regulations.
• Reviews critical business records including SOPs, training logs, HR files, sales logs, visitor logs, and safety protocols for regulatory compliance. • Prepares comprehensive inspection reports with detailed findings, corrective action recommendations, and applicable regulatory citations.
• Provides municipalities and compliance teams with ongoing insights on industry trends, emerging risks, and common operator deficiencies.

Consultant – Building Inspector
Los Angeles County, CA | 2011 – Present
• Conducts structural and systems inspections for commercial, industrial, office, medical, and residential properties.
• Produces ASTM Property Condition Assessment (PCA) reports identifying deficiencies, useful life, immediate repair needs, and long-term capital improvements.
• Reviews leases, contracts, ALTA surveys, Phase I environmental reports, engineering reports, building plans, and permit records.
• Assesses building structure, roof systems, mechanical/HVAC, plumbing, electrical, conveyance, and life safety systems for compliance and risk factors. • Interviews tenants, building engineers, property managers, and vendors to gather operational insights.
• Analyzes cost estimates, grading permits, construction schedules, and material lists to support project planning and compliance.
• Follows all safety protocols during site assessments and manages diverse stakeholder communication including brokers, investors, and municipal partners.\ #1..
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
10 DASHAWN HERRING - Auditor

PROFESSIONAL SUMMARY
Auditor with experience supporting financial audits, cannabis revenue audits, METRC/POS comparisons, and bank/financial documentation reviews. Assists with cannabis operator audits for Port Hueneme and San Luis Obispo, performing variance detection and supporting the development of audit findings.

EDUCATION
• B.S., Business Management – University of Maryland Global Campus

CORE COMPETENCIES
• METRC/POS revenue comparison
• Financial documentation review
• Variance and anomaly testing
• Audit workpaper preparation
• Regulated program compliance support

RELEVANT EXPERIENCE FOR THIS CONTRACT
• Auditor – Port Hueneme & San Luis Obispo Cannabis Revenue Audits, including METRC verification, POS reconciliation, tax return comparison, and merchant/bank analysis.
• Supports cannabis inspection preparation by reviewing required business documentation, licenses, training logs, and inventory records. • Experience supporting regulated drug monitoring through participation in opioid settlement-related audits and reviews.
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
11 JESSICA BOOTH, MS - Auditor (CA Based)

PROFESSIONAL SUMMARY
Staff Auditor specializing in GAGAS-compliant financial, compliance, and operational audits. Experienced in supporting cannabis audit engagements through documentation review, METRC/POS data analysis, inspection scheduling, and business record assessments. Strong quantitative background with advanced analytical capabilities relevant to revenue verification and compliance testing.

EDUCATION
• M.S., Business Analytics – Elon University
• B.A., Economics (Finance Concentration) – Lafayette College

CORE COMPETENCIES
• Cannabis audit field support
• METRC/POS data analytics
• Compliance documentation review
• Statistical/data modeling for revenue analysis
• Workpaper preparation & reporting support

RELEVANT EXPERIENCE FOR THIS CONTRACT
• Supports Port Hueneme & San Luis Obispo Cannabis Audits, reviewing business records, assisting with METRC/POS verifications, and preparing analytics for revenue testing.
• Experience coordinating inspections, collecting operator documentation, and supporting regulatory compliance reviews.
• Provides analytical support for programs involving regulated industries, including monitoring, financial verification, and control assessments. #1..
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
12 KRISTEN BROWN - Project Coordinator

PROFESSIONAL SUMMARY
Project Coordinator supporting regulatory compliance audits, cannabis audit engagements, and inspection scheduling. Experienced in communication with cannabis operators, document tracking, administrative compliance, and multi-agency coordination.

EDUCATION
• B.A., Communication – San Diego State University

CORE COMPETENCIES
• Inspection scheduling & notifications
• Cannabis documentation coordination
• Communication with licensed operators
• Administrative support for audits & inspections
• Document tracking & reporting

RELEVANT EXPERIENCE FOR THIS CONTRACT
• Supports California cannabis audits by coordinating document requests, organizing METRC/POS access requirements, and communicating with cannabis operators. • Coordinates inspection notices, assists BMC’s inspection partners, and tracks compliance documentation.
• Experience supporting opioid settlement monitoring coordination, demonstrating capability within regulated drug compliance environments.

Below is the fully revised and integrated resume for Paisley Taylor, now including BOTH her construction inspector experience AND her Independent Cannabis Compliance Inspector / BMC Inspection Partner experience, along with your updated professional summary.

This version is formatted to match all other BMC proposal resumes. #1..
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
13 #1..
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PROPOSER WARRANTY STATEMENTS
As a material part of its Proposal, Proposer shall insert below a written statement detailing any materials and workmanship warranties, terms and conditions in conformance with the specifications and requirements set forth in this RFP.

Notwithstanding any other provisions of this RFP, Proposer warrants that the materials, supplies, or other services furnished under any contract or purchase order resulting from its Proposal shall be on the most suitable grade and meet or exceed the standards set forth in this RFP. Such warranty shall include the following; performance, workmanship, labor, materials, and Proposer design or engineering contributions. If a defect is discovered in any item of the materials, assemblies, components, supplies or services covered in this Proposal, Proposer shall correct at its sole expense, all such defects as are reported within 30 days of City’s final acceptance. Upon expiration of the applicable warranty period, all such liability shall terminate except for fraud or such gross mistakes as amount to fraud, latent defects, or specific failure to comply with the terms or any resultant purchase order.

All materials, parts, labor, assemblies and components shall by subject to the warranty conditions and terms unless specifically exempted in writing by the City of Modesto.

Proposer Company Legal Name: Insert Proposer Logo Here (if existent):

Insert Proposer Warranty Statement Beginning Here:
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California Levine Act Disclosure
California Government Code Section 84308, also known as the "Levine Act", prohibits City “officers” from participating in any action related to a license, permit, or other entitlement for use (a “proceeding”) if such member accepts, solicits, or directs political contributions from a party to the proceeding or their agent totaling more than $500 while the proceeding is pending before the agency, and for twelve (12) months following the date a decision concerning the proceeding has been made. The Levine Act also requires disclosure of such contribution by a party to the proceeding.

Section 84308(a)(4) of the Levine Act defines an "officer" as follows: “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. The term “officer” is further defined 2 Cal. Code Regs. Section 18438.1, which states:

An officer of an agency includes only those persons who make, participate in making, or in any way attempt to use their official position to influence a decision in the license, permit, or entitlement for use proceeding, or who exercise authority or budgetary control over the agency of officers who may do so, and:
(1) Serve in an elected position, including an official appointed to an elected position due to an interim vacancy or an election otherwise canceled because the official was the sole candidate for the position; (2) Serve as a member of a board or commission;
(3) Serve as the chief executive of a state agency, or county, city or district of any kind; or (4)Have decision making authority with respect to the proceeding involving a license, permit, or other entitlement for use and is also a candidate for elected office or has been a candidate for elective office in the 12 months prior to the proceeding.

A list of Modesto City Council Board Members can be found online at: Modesto City Council https://modestogov.com/706/Council-Members (modestogov.com). The party making this certification is responsible for determining whether a recipient of a political contribution is a City officer prior to answering the following questions:

1. Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $500 to any City officer, in the twelve (12) months preceding the date of the submission of your proposals or the anticipated date of any Council action related to this contract?
___ YES If yes, please identify the Council Member(s):
___ NO

2. Do you, or your company, or any agent on behalf of you or your company, anticipate or plan to make any political contribution of more than $500 to any City officer in the twelve (12) months following any Council action related to this contract?
___ YES If yes, please identify the Council Member(s):
___ NO
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Answering YES to either of the questions above does not preclude the City of Modesto from awarding a contract to your firm or taking any subsequent action related to the contract. It may, however, preclude the identified City officer from participating in any actions related to such contract.

HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
_________________ _____________________________
Date Signature of authorized individual

_____________________________
Company/Applicant Name
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CITY OF MODESTO

COMMERCIAL CANNABIS INSPECTION

AND FINANCIAL AUDIT SERVICES
RFP/SOLICITATION NO.: 00028
DUE: DECEMBER 9, 2025 AT 11:00 AM (PST)
Submitted to:

OpenGov
City of Modesto
Submitted by:
7320 Lee Deforest Drive, Suite 103
Columbia, MD 21046
Reply to:

Robin L. Booth, CPA, CFE Principal
Telephone: 410-309-4929, ext. 2010
Email: [email protected]
Fax: 667-200-5972
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
ii
Use or disclosure of proposal data is subject to the restriction on the title page of this proposal.

TABLE OF CONTENTS
Proposal

1. MANAGEMENT APPROACH.................................................................................... 4

1.1 Post Award/Contract Kick-Off Meeting.............................................................. 4

1.2 Project Tools & Systems .................................................................................. 4

1.3 Conflict of Interest .......................................................................................... 6

1.4 Risk Management............................................................................................ 6

1.5 Problem Resolution Log................................................................................... 7

2. CONDUCTING COMPLIANCE INSPECTIONS ........................................................... 8

2.1 Pre-Inspection Preparation .............................................................................. 8

2.2 On-Site Inspection Procedures......................................................................... 8

2.3 Detailed Inspection Steps................................................................................ 8

2.3.1 Inventory Management....................................................................... 8

2.3.2 Cash Handling Procedures ................................................................. 9

2.3.3 Access Control .................................................................................. 9

2.3.4 Video Surveillance ............................................................................. 9

2.3.5 Product Safety ................................................................................... 9

2.3.6 Alarm System Maintenance and Safety.............................................. 10

2.3.7 Lock Standards................................................................................ 10

2.3.8 Packaging and Labeling .................................................................... 10

2.3.9 Waste Management ......................................................................... 10

2.3.10 Transportation Documentation ....................................................... 10

2.3.11 Surveillance Equipment Maintenance.............................................. 10

2.3.12 Employee Badges........................................................................... 11

2.3.13 Business Records .......................................................................... 11

2.3.14 Other Items (As Necessary)............................................................. 11

2.4 Guidance to the City of Modesto .................................................................... 11

2.5 Draft Inspection Report Procedures................................................................ 11

3. CONDUCT FINANCIAL AUDITS ............................................................................. 13

3.1 Overall Audit Process .................................................................................... 14

3.2 Pre-Audit Planning......................................................................................... 15

3.2.1 Audit Work program ......................................................................... 15

3.2.2 Introductory Call.............................................................................. 15

3.2.3 Internal Control Questionnaire.......................................................... 15

3.2.4 Document Request List (DRL) ........................................................... 16

3.3 Planning ....................................................................................................... 16

3.3.1 Risk Assessment.............................................................................. 17 #1..
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
iii
Use or disclosure of proposal data is subject to the restriction on the title page of this proposal.

3.3.2 Analytical Procedures ...................................................................... 17

3.3.3 Additional Audit Procedures ........................................................... 18

3.2.4 Interviews and Walkthroughs ............................................................ 18

3.4 Reporting...................................................................................................... 18

3.4.1 Draft Audit Report ............................................................................ 18

3.4.2 Exit Conference ............................................................................... 19

3.4.3 Final Audit Report............................................................................. 19

4. QUALITY CONTROL ............................................................................................. 19

4.1 Quality Control Procedures............................................................................ 20

4.2 Review Levels ............................................................................................... 21 #1..
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
Page | 4

1. MANAGEMENT APPROACH
The approach discussed herein assumes that the services will be performed remotely.

1.1 Post Award/Contract Kick-Off Meeting
Upon receiving notification of the contract award, our team will be ready for a kick-off call immediately. As arranged by the City, we will participate in the post-award meeting to introduce our team members and their roles and backgrounds, meet the project leadership, review the scope of work (SOW) and deliverables, and establish communications.

1.2 Project Tools & Systems
Over the last 26+ years, we have developed a work plan that has proven effective in managing projects and ensuring timely completion. Our plan utilizes technology and online capabilities to maintain continuous communication through email, internet or cloud-based project management, HRIS, timekeeping, accounting, database management systems, and Microsoft Teams for tools such as conferencing, webinars, shared drives, and a 24/7 tollfree number. We will review each project's tools and systems at the post-award/kick-off meeting, discuss access to the document repository, provide usernames, passwords, and links to various systems, and explain the purpose/use of each system discussed in the following figure.

Figure 1. Project Systems
RedBooth
Project
Management
System
Artifacts
•Web-based
management
•Internal
communications
•Stakeholder
engagement
• Deliverable
tracking
•Activities list
•Critical tasks
lists and due
dates
•Communicaiton
logs
•Staffing
Knowledgebase
Project Report
Management
Artifacts
• Pertinent
statues, laws,
and regulations
• Checklists,
forms, and
templates
•Checklists,
toolkits, and
audit programs
• Reference tools
• RedBoothenabled
• Stakeholder
accessible
• Training and
Video Library
eFAACT
Intergrated
Timekeeping,
Expense
Reporting, Job
Costing
Artifacts
•Electronic
timekeeping,
expense
reporting
•Mobile app
accessible on
computers,
phone, and
iPads
•Job Costing
system to track
costs by task
order,
deliverable,
CLIN, labor
category,
site/location,
etc.

Microsoft Teams
Project
Communication
Artifacts
• Teams platform
• Shared folders
• Central email
address for
stakeholder
communication
with entire
Project Team:
modestoaudits
@bmc-llc.net
• Remote
meetings/confer
ence calls
• Chat and
message board
with customers
• Client access to
upload
documents.

Bamboo
HRIS System
Artifacts
• Web-based
electronic HRIS
system
• Document
management
• Benefits
management
• Performance
evaluations and
assessments
• Employee
satisfaction
surveys
• Corporate
message and
chat board
•Includes
required
compliance
notices
R3 Business
Solutions
Contract
Management
System
Artifacts
• Web-based
system
• Centralized
contract
mangaement
• Track FAR/DFAR
clauses, CLINS
and flow-downs
• Track Contract
Deliverables
•Instant Contract
Briefs and
Waterfall
Reports
•Includes
required
compliance
notices
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
Page | 5
Additional information about the key systems discussed in the figure above is below.

Project Management (RedBooth): We will use RedBooth (formerly Team Box), a web-based project management system, to track tasks, milestones, and due dates. Stakeholders and team members will be given access to workspaces. BMC staff will update tasks, milestones, and communication logs daily. We have successfully used RedBooth with local municipalities and will train designated personnel to use the platform.

Microsoft Teams: Businesses will be given access to Teams to upload documents as requested. Each business will notify BMC when they have uploaded documents, and BMC will email an acknowledgment of receipt. We will also provide access to the City and BMC engagement team members to view and download documents once available. Only assigned individuals will have access to the workspace.

Knowledgebase: We have developed a knowledgebase of all pertinent statutes, regulations, laws, audit programs, checklists, and toolkits. The knowledge base will consist of CA DCC regulations, the IRS participant audit guide, relevant IRS regulations, Health and Safety, report templates by type of report, recent alerts or publications, professional alerts, and other relevant guidance. It will be updated as forms, checklists, and templates are developed. The Knowledgebase is in Teams as a separate folder in the contract administration workspace - allowing the City and the BMC team access to the pertinent information.

Timekeeping, Job Costing, and Expense Reporting System: Our company uses eFAACT, a web-based electronic timekeeping and job costing system that integrates with QuickBooks.

It includes a contracts management module to track costs by contract, task order, and Contract Line-Item Numbers. Individuals log their timecards onto the system daily and charge time to authorized work orders. This system provides real-time reporting and task order tracking through a job status report. Access can be provided to designated officials, and user-designed dashboards can be created to provide snapshots of key task order monitoring information. It facilitates the entry, tracking, updating, and status checking of task orders, including invoices and payment information.

CaseWare: Our company uses CaseWare for our electronic work papers engagement workflow. Staff are trained to use CaseWare and have active licenses, resulting in cost efficiencies for this requirement. We will give the City access to the work papers for review, download them, and provide a copy.

Email: We have established a [email protected] central email address to communicate with the entire BMC team simultaneously. This allows the City and any of its personnel to communicate with the entire team when needed, although we will provide an individual email address for each team member.

Travel Management (Egencia): We use Egencia for travel management. Employees can book travel (subject to pre-established rules consistent with GSA per diems) and charge it to the contract.
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City of Modesto
Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
Page | 6

1.3 Conflict of Interest
BMC has an Organizational Conflict of Interest Plan (OCI Plan) to identify and mitigate any conflicts of interest arising from its contracts and Task Orders (TO). The OCI Plan outlines measures such as organizational firewalls to ensure BMC can handle contracts objectively and provide impartial advice to the City. Additionally, it allows the City to access BMC's technical expertise when necessary. After the OCI process, all personnel assigned to the contract must complete and sign a "personnel conflict of interest certification" to disclose any overlapping interests they may have with other entities. We can submit an OCI Plan and sign COI certifications if a contract is awarded.

1.4 Risk Management
BMC constantly strives to expand our understanding of our customers and related policy changes that affect our work. We try to achieve this in several ways: conduct regular discussions with clients to determine their satisfaction with our performance and recommend that a certain portion of every meeting be devoted to an open discussion of the City's concerns with the team’s performance. Our experience is that early identification of problems and honest exploration of performance issues work best for all involved. To ensure the highest possible standards, our management will review performance, anticipate potential problem areas, and
provide quality assurance checks for all
services performed and materials developed.

Risk mitigation begins in the project planning
stage and is monitored throughout the
project's life. The Risk Management process
the Team will use embraces the concept of
ongoing risk management to continually
assess project risk, determine the priority of
risks, and define and implement strategies to
mitigate the risks. Figure: Risk Management
Process depicts our process as summarized
below:
 Identify potential risks to management via a defined hierarchical process with a well*designed escalation procedure:
 Analyze identified risks to determine
that they are valid and provide information about possible impact.  Response Planning gives the information from the risk analysis and determines mitigation actions.  Monitor and Control risks and response actions.
 Report on all the potential risks and proposed mitigation actions through metrics and progress reports.

Figure Risk Management Process.

Risks are identified throughout the project and are analyzed on an ongoing basis to deal with changing conditions and priorities on the project.
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Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
Page | 7
Team BMC will monitor the three major risks of the contract: Cost, Schedule, and Performance. The most critical Cost and Schedule risk will occur during validation activity tasks. Our approach addresses and mitigates the risks by preliminary reviewing all material and potential risk areas. This allows for logical and equitable procedures to inform the client, and the consultants involved in the task and to resolve risks when they are identified.

Performance risk is identified through Quality Reviews, which evaluate process compliance with relevant regulations, standards, and guidelines. Difficult and complex issues may trigger this risk. Our approach ensures access to the right BMC member to resolve issues and meet functional process needs within the compliance framework. Communication plans will be in place to collaborate with the City and determine the appropriate response.

1.5 Problem Resolution Log
Our firm uses an Excel tool to manage project-related issues and resolutions, completion tracking, feedback capture, data categorization by project phase, identification of areas for improvement, process review and updates, and potential project impact analysis.

To prioritize and identify Problem Resolution Log entries, we use a ranking system called "Hot Zones." The system rates issues based on the number of occurrences and priority, with Green (1-7) for low, Yellow (8-12) for medium, or Red (13-20) for high priority. High-priority issues are resolved first to minimize impacts on the project. See Figure 6 for a sample of the Problem Resolution Log and "Hot Zone" Ranking.

Figure 5: BMC Problem Resolution Log and "Hot Zone" Ranking Sample The report will use successful resolutions as lessons learned and best practices. A Problem Resolution log will be created to incorporate successful resolutions into the final Lessons Learned/Best Practice Report.
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Commercial Cannabis Inspection and Financial Audit Services RFO NO.: 00028
December 9, 2025
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2. CONDUCTING COMPLIANCE INSPECTIONS
BMC will perform structured, documentation-supported, and regulation-based on-site inspections designed to verify that each operational cannabis business complies with applicable State laws (MAUCRSA, DCC regulations), METRC requirements, and the Modesto Municipal Code. Each inspection follows standardized protocols to ensure accuracy, consistency, and defensible outcomes.

2.1 Pre-Inspection Preparation

1. Review License Status
o Confirm valid state licenses (DCC) and local permits. o Verify license type(s), ownership, approved premises diagrams, operating hours, and permitted activities.

2. Send Inspection Notification
o Issue a written notice to the operator describing the inspection date/time and required documents.

3. Pre-Inspection File Review
o Review prior inspections, audit findings, variances, or corrective actions. o Review METRC history (transfers, adjustments, inventory levels). o Review any complaints or enforcement actions.

4. Prepare Inspection Tools
o Standardized inspection checklist
o Camera for documenting deficiencies
o Floor plan and premises diagram
o METRC access verification
o Sampling/verification forms

2.2 On-Site Inspection Procedures
A. Entrance & Opening Conference
• Verify identities of staff on-site and check employee badges. • Confirm security clearance and entry procedures.
• Explain inspection scope, process, and expectations.
• Request access to the full premises as defined in the approved floor plan.

2.3 Detailed Inspection Steps
Below are the standardized procedures for each inspection category.

2.3.1 Inventory Management

1. Review METRC real-time inventory vs. physical inventory.

2. Conduct random sample counts of cannabis products and match to METRC tag numbers.
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3. Review inventory adjustments for proper explanations and supporting documentation.

4. Verify storage conditions are secure, segregated, and labeled.

5. Confirm expired, damaged, or quarantined products are handled according to regulations.

6. Evaluate inventory logs, receiving records, and transfer manifests.

2.3.2 Cash Handling Procedures

1. Review written cash-handling SOPs for compliance with local requirements.

2. Inspect safes, cash drawers, and locked storage locations.

3. Evaluate dual-control procedures and cash-counting practices.

4. Determine whether cash logs reconcile with sales and POS records.

5. Confirm bank deposits or cash pickup practices are documented and secured.

2.3.3 Access Control

1. Inspect perimeter security, keycard systems, and entrance points.

2. Verify restricted access areas are locked and accessible only to authorized personnel.

3. Review visitor logs and escort procedures.

4. Confirm exterior doors meet state security standards.

2.3.4 Video Surveillance

1. Verify camera placement matches approved premises diagram.

2. Confirm continuous 24/7 operation and 90–120 days of recorded footage (or local requirement).

3. Ensure coverage includes all required areas:
o Entrances/exits
o Inventory and storage areas
o Points of sale
o Transportation loading zones

4. Test retrieval of footage to confirm system functionality.

5. Review logs for downtime, testing, or maintenance.

2.3.5 Product Safety

1. Verify all product packaging includes required labels (THC %, UID, warnings).

2. Ensure products have passed state-required lab testing.

3. Check for proper storage temperatures, contamination prevention, and separation of infused vs. non-infused items.

4. Confirm expired or failed products are properly quarantined and disposed of. #1..
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2.3.6 Alarm System Maintenance and Safety

1. Inspect intrusion alarms, panic buttons, and motion detection systems.

2. Review maintenance logs and service reports.

3. Confirm systems are active, monitored, and meet state/local specifications.

2.3.7 Lock Standards

1. Verify all restricted areas use commercial-grade, functioning locks.

2. Inspect secure storage areas for product, cash, and confidential records.

3. Ensure keys/keycards are issued and managed according to company protocols.

2.3.8 Packaging and Labeling

1. Review labeling for compliance with:
o DCC requirements
o THC content
o Child-resistant packaging
o Government warnings
o UID tags

2. Verify pre-rolls, edibles, oils, and concentrates follow packaging standards.

3. Inspect for misbranded or incomplete packaging.

2.3.9 Waste Management

1. Observe waste disposal procedures (cannabis + general waste).

2. Verify all cannabis waste is rendered unusable and unrecognizable.

3. Review chain-of-custody documentation for cannabis waste destruction.

4. Confirm logbooks for waste disposal events.

2.3.10 Transportation Documentation

1. Review outbound and inbound transportation manifests in METRC.

2. Verify the transport vehicle meets state compliance requirements.

3. Confirm drivers hold appropriate credentials and training.

4. Ensure all transferred product appears in METRC without discrepancies.

2.3.11 Surveillance Equipment Maintenance

1. Review system maintenance records.

2. Confirm annual inspections performed by licensed technicians.

3. Validate no blind spots, broken cameras, or dark zones. #1..
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2.3.12 Employee Badges

1. Confirm every employee has:
o Valid state-required badge/permit
o Required internal identification

2. Review HR records for onboarding, permissions, and training.

3. Verify terminated employees’ access has been revoked.

2.3.13 Business Records

1. Review:
o Sales logs
o METRC transfers
o Transportation manifests
o SOPs and employee training materials
o Vendor agreements
o Security logs
o Equipment repair logs

2. Verify record retention meets statutory requirements.

3. Confirm documents are organized, accessible, and current.

2.3.14 Other Items (As Necessary)
• Evaluate odor control systems.
• Review ADA compliance for public access areas.
• Inspect hazardous materials storage.
• Validate compliance with fire codes and extinguishers.

2.4 Guidance to the City of Modesto
Following each inspection cycle, BMC will:
• Highlight emerging industry risks.
• Report on changes in California DCC regulations.
• Provide trend analyses across all operators.
• Recommend targeted enforcement or education initiatives.

2.5 Draft Inspection Report Procedures
BMC will prepare a complete draft report including:

1. Executive Summary

2. Inspection Scope & Methodology

3. Detailed Findings by Category

4. Supporting Evidence (photos, logs, spreadsheets)

5. Regulatory Citations

6. Recommended Corrective Actions
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7. Required Completion Dates
Draft reports are reviewed internally for QA/QC before submission to the City. #1..
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3. CONDUCT FINANCIAL AUDITS
We will perform the revenue audits consistent with Standards for Attestation Engagements (SSAE), including examinations (audits) for compliance with regulations. The main objectives of the revenue audit are to ensure the completeness of income, ascertain efficiency in internal control, determine the degree of compliance, and ensure timely recognition of revenue. We will perform the audit of revenue by testing the key audit assertions:
• Occurrence. Assessing whether the recorded revenue has occurred, as there is a risk that it may not have.
• Completeness. Completeness means ensuring that the revenue balance reported on the income statement and third-party reports includes all revenue transactions occurring during the period.
• Rights and Obligations. The assertion of rights and obligations is linked to risks and rewards. It is important to consider the entity’s rights and obligations regarding the products sold or services rendered to customers.
• Classification. Verifying whether revenue transactions are classified in accordance with applicable accounting standards, statutes, laws, and regulations. • Cut Off. Cut-off assertion ensures that revenues are recorded in the correct accounting period.

Due to the cannabis industry's cash-intensive nature, there will be an emphasis on understanding cash. Common controls over cash include segregation of duties, authorization, regular bank reconciliation, regular cash count, and limiting access to cash.

For revenue audits of cannabis businesses, we will use the IRS Participant’s audit guide as a baseline for the audit procedures incorporating requirements under the SSAE. We will also look for signs of fraud during revenue audits. For instance, examining unusual transactions, fictitious sales, or revenue manipulation. The entire audit team will perform these services. #1..
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3.1 Overall Audit Process
The figure below is an overview of the audit process:

Figure 2. Overall Audit Process

PRE-AUDIT PLANNING
Customize the audit work
program for the City
Initial notification letter is
sent from the City,
introducing BMC and
notifying the business of
the audit.

BMC sends notification
letter to business
requesting an introductory
conference call.

Introductory Call
Review scope, schedule,
BMC staff, POC, and
process
Send Internal Control
Questionnaire (ICQ) and
Document Request List
(DRL)

PLANNING
Review documents and
complete risk
assessment and
planning
Perform analytical
procedures
Send audit confirmation
letter, length of audit,
interview dates, audit
team contact
information, and
required business staff
Send interview and
walkthrough schedule

INTERVIEWS &

WALKTHROUGH
Conduct interviews,
walkthroughs, and
follow up on open items.

Perform additional
analytical procedures.

Discuss preliminary
findings (ongoing) /
Prepare Notification of
Findings for the City
only.

Send fieldwork open
items list.

REPORTING
Draft report for BMC QC
(Preliminary if findings,
Final if no findings)
Draft report, with tax or
fees, to the City for
review. Update draft
report with City
comments
Exit Conference
Schedule with business
and City to review draft
report.

Response from the
business on the draft
report.

Issue final report,
including tax or
computations, to the
business and City.

If findings or requested
by business,
recommend technical
assistance.
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We have successfully used the approach in the figure above on other contracts where multiple audits occur simultaneously. Unless otherwise indicated by the city, all audits will be performed remotely.

3.2 Pre-Audit Planning

3.2.1 Audit Work program
We have developed an audit work program that we can customize to comply with the City’s specific regulations, cannabis agreements, and tax laws. The work program consists of the following:
• General audit procedures
• Risk Assessment
• Review of internal controls
• Various reconciliations and comparative analyses, including revenue reconciliation, sales receipts, POS sales, bank statements, and trend analysis. • Computation of tax liability and payments, including discrepancies between reported and actual receipts. • Interview Questions
• Final report schedules
An example of our work program can be reviewed at Cannabis Audit Wb_Template_V4.7.2025.xlsx.

3.2.2 Introductory Call
After the City indicates that we can proceed and/or sends the notification letter to the businesses, whichever occurs first, within two (2) business days, we will send a follow-up email requesting availability for an introductory conference where we will introduce our team, establish POCs, provide an overview of the audit process, and discuss scheduling of the onsite review. By conducting introductory calls, we establish communications, schedule the dates for document exchange, ensure the businesses understand the overall process, allow them the opportunity to ask questions, and generally facilitate a more effective review. We will invite the City to participate in the call. All participants will be asked to sign the introductory conference agenda immediately following the call.

3.2.3 Internal Control Questionnaire
After the introductory call, we will send an electronic Internal Control Questionnaire (ICQ) and Document Request List (DRL) that they will complete online and upload the requested information. Click Internal Control Questionnaire PDF.pdf for a pdf version of the online ICQ/DRL.

The ICQ consists of questions concerning the businesses management and organizational structure, accounting system, inventory system, internal controls over cash and other relevant processes, and segregation of duties.
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3.2.4 Document Request List (DRL)
The DRL is in the ICQ and documents requested include:
 Point of Sales Report (Monthly)
 METRC Reports
 CDTFA Quarterly Reports
 Federal & State Tax Returns
 Financial Statements
 Bank Statements
 Merchant Statements (PayPal, CashApp, Venmo, etc)
 Development Agreement
 ATM Agreement
We will work with the City to customize this list to be specific to the City.

3.3 Planning
We will begin the pre-audit planning phase immediately after the kick-off call. This will consist of, but not be limited to:

1. Meetings with the City to finalize the audit plan, discuss document exchange, and agree to an audit schedule.

2. We will send a document request to the City consisting of, but not limited to:
a. A list of the cannabis businesses being audited. The list should include the business name, type of license holder (retail, etc.), identification of multi-state license holders, contact information, year license issued, etc. b. Any reports or data submitted to the City.
c. All filed state and City tax reports.
d. Prior tax audits for the businesses.
e. Financial statements submitted by the businesses.

3. If prior audit reports are available, we will review and recommend any changes to the report.

4. In our project management system, we will create the critical tasks due dates, assign the tasks, and create communication logs for all assigned audits. #1..
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3.3.1 Risk Assessment
Upon receipt of the documents requested during the planning phase, we will proceed with analytical procedures, including preparing a risk assessment to determine if additional procedures are required. The risk factors for the assessment will consist of the following:

1. Volume of business

2. Liquidity

3. Automation of transactions.

4. Debt covenants.

5. Susceptibility of manipulation, etc.

6. Design and implementation of controls.

7. Control and policy related to incentives.

8. Opportunities to commit fraud include complex organizational structures, a lack of monitoring of financial reporting, or ineffective internal controls (e.g., over the cash cycle, including receipts and disbursements in predominantly cash-based businesses).

9. Incentives/pressures to commit fraud, including high levels of competition, significant market volatility, and stringent regulatory requirements.

10. The presence of potential attitudes/rationalizations, including a lack of timely remediation by management.

The risk assessment is Tab G in our cannabis audit work program (Cannabis Audit Wb_Template_V4.7.2025.xlsx). We will discuss the risk category (low, medium, high) with the City and confirm the final audit procedures. For those operators that are rated “high” risk, we will recommend the additional procedures discussed in Section 3.2.3.3.

3.3.2 Analytical Procedures
We will use the documents obtained from the City and business to perform the initial analytical procedures as summarized below:

1. Analyze the business's bank accounts to reconcile its financial records with its filed tax returns. We understand that not all cash may be deposited into the bank, but this analysis is important for making comparisons to other analyses.

2. Compare the POS sales, bank statements, tax returns, and financial statements to determine the most reliable source of revenue for computing the tax liability.

3. Verify that all taxable income, consistent with their cannabis agreement, have been reported by reviewing the income reported on financial statements and comparing it to the amount reported as taxable on returns.

4. Analyze the City, state, and Federal tax returns for consistency in reporting. #1..
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5. Analyze the sources of income and the income reported in return for any discrepancies.

6. Compare prior year revenue to identify significant variances and obtain an explanation.

7. Perform comparative and trend analysis of CDFTA, City tax reports, POS system data, financial statements, and Federal tax returns.

3.3.3 Additional Audit Procedures
For businesses assessed as “high risk” we will review the following information when there are inconsistencies in the analytical procedures that indicate potential underreporting of gross receipts:
• Utilities records through thecurrent date
• Retail and/or wholesale pricing information for the audit period. • Sales tax information.
• Information from any ATM/Cash machines in the selling establishment.

3.2.4 Interviews and Walkthroughs
After reviewing their ICQ and documents submitted and completing the risk assessment and analytical procedures, we will interview to obtain clarification on information reviewed, conduct a walkthrough of their POS system, discuss variances and discrepancies in the reconciliations and documents submitted. Interviews will also consist of:

1. Inquiry about the cash on hand and accumulated funds.

2. Inquiry and walkthrough of handling cash receipts, including any automation.

3. Confirm the information and obtain clarification in the Internal Control Questionnaire.

4. Interview the personnel who work on the accounting and POS systems to obtain an understanding of the procedures and their roles and responsibilities.

3.4 Reporting

3.4.1 Draft Audit Report
The specific objective of the reporting phase is to prepare the draft and final reports and wrap up the audit.

We will issue a revenue audit consistent with SSAE standards for an examination. The report will include the following:

1. Independent Accountant’s Report

2. Schedule of Findings and Recommendations, including recomputed taxes and fees, as applicable.

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The draft audit report will be sent to the City for their input and feedback before sharing it with the business. Any feedback from the City will be incorporated, and an updated draft of the report will then be provided to the business.

3.4.2 Exit Conference
BMC will arrange a formal exit conference to go over the draft report and discuss any findings, if applicable. BMC will prepare an exit conference agenda, and all participants will be required to sign it as an acknowledgment of their participation. Any outstanding issues after the meeting will be included in the exit conference meeting notes and the due date for responding to those issues.

The business will be asked to submit a response to the report in writing and on its letterhead.

If there are no findings, the business’ response is acceptance of the report.

3.4.3 Final Audit Report
If there are findings, the business will respond to each of the findings with concurrence or disagreement. BMC will review the company's response. If they disagree with the findings, an Auditor’s response will be provided, indicating whether the finding has changed or remained unchanged, along with the basis for the decision.

4. QUALITY CONTROL
Our quality control procedures follow the AICPA Statement on Quality Control Standards (SQCS) NO. 3. All reports undergo review by the Manager and final review by the Principal.

Reviewers sign off electronically using our electronic workpapers, CaseWare. Managers review 100% of all work papers, while the Principal reviews 100% of the findings.

The diagram below outlines our Team's quality management process. Our framework utilizes industry’s best practices, focusing on three essential elements: quality planning, assurance, and control. A more detailed QC Plan will be provided if we are awarded the call order.

Figure 1 Quality Control Plan
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Below is a summary of our approach to ensure that all reports are completed promptly, consistent with GAGAS and contract
requirements, and are subject to a complete
quality control review.

4.1 Quality Control Procedures
Our quality control methodology is based on early
detection, proactive corrective measures, and
constant communication and information. The
methodology also ensures the timely completion
of deliverables is acceptable to the City. To
facilitate this methodology, we use six quality
control procedures.

Figure 4. QC Procedures

1. Internal/Random Reviews: The Principal
conducts internal reviews on work progress to ensure substance, form, relevancy, and compliance. The nature, timing, and extent of the reviews depend on deadlines, the complexity of the delivery, and staff progress. These reviews supervise subordinate staff work and detect issues early. They track the status of action steps and assess if the Team is on target to complete deliverables and meet quantitative performance measures. The reviews also identify problem areas and allow management to implement corrective measures promptly. Planned and random reviews are conducted as needed.

2. Peer Reviews: As a first level of quality control, BMC will conduct peer reviews. A peer review is conducted by a colleague with similar professional experience and knowledge who did not work on the deliverable. The QC team and/or principal will determine the nature, timing, and extent of such reviews.

3. QC Review Checklists: BMC will create a report checklist for each deliverable type defined in the solicitation to ensure it meets the specific requirements. For this project, we will create the following checklists:
a. Reviewer QC Checklist – The Manager should complete both the appropriate column of the work paper checklist and the draft report. Both checklists and the draft report should be sent to me for a final review. b. Engagement Checklist – The Principal should complete the appropriate column of the work paper checklist and the Reviewer QC Checklist. c. Report Checklist—Before submitting a report, the preparer completes a Report checklist and reviews it with the Manager, and Principal. The checklist ensures that all GAGAS and contractual requirements are met. A checklist has been developed for City audits.
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4. Team Feedback: The Team, including the City, will provide early feedback on deliverables. Regular briefings and meetings will identify issues impacting project completion.

5. Continuous Reviews: Our approach aims to detect problems, inconsistencies, and errors early on by regular briefing, posting deliverables frequently, submitting weekly status reports, and holding regular meetings. The QC Team and Principal can access deliverables daily to identify any problem areas, evaluate the effectiveness of procedures, and make necessary adjustments and corrections. These reviews are unscheduled and can be performed by any team member.

4.2 Review Levels
The table below details the due date for submission of each deliverable for review, who will prepare the initial document, and who will review the deliverable.

Table 3. QC Review Levels
Type Due Date for Review Preparer 1st Reviewer Final review Workpapers Seven days before the
draft report's due date
Auditor Manager Principal
Findings &
Recommendations
Seven days before the
draft report's due date
Auditor Manager Principal
Draft Report Three days before the
due date
Auditor Manager Principal
Final Report Two days before the
due date for the final
report
NA Manager Principal
(Lowest to highest)
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City of Modesto, CA
Finance
DeAnna Christensen, Director of Finance
PO BOX 642, Modesto, CA 95353
[HDL COMPANIES] RESPONSE DOCUMENT REPORT
RFP No. RFP-00028
Commercial Cannabis Inspection and Financial Audit Services RESPONSE DEADLINE: December 9, 2025 at 11:00 am
Report Generated: Wednesday, April 1, 2026
HdL Companies Response

CONTACT INFORMATION
Company:

HdL Companies
Email:
[email protected]
Contact:

Jennifer Pierce
Address:
120 S. State College Blvd.

Suite 200
Brea, CA 92821
Phone:
(714) 879-5000
Website:
hdlcompanies.com
Submission Date:

Dec 8, 2025 3:35 PM (Pacific Time)
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Commercial Cannabis Inspection and Financial Audit Services [HDL COMPANIES] RESPONSE DOCUMENT REPORT
Request For Proposal - Commercial Cannabis Inspection and Financial Audit Services

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ADDENDA CONFIRMATION
Addendum #1
Confirmed Dec 5, 2025 8:10 AM by Jennifer Pierce

QUESTIONNAIRE

1. RFP Acknowledgement and Proposal.

By checking the "please confirm" box below, you acknowledge the above statement.

Confirmed

2. Proposer Company Information.

PROPOSER COMPANY FULL LEGAL NAME*
Pass
Please provide the full legal name of the company on this proposal. It may already be provided elsewhere, but please provide here to confirm.

Hinderliter, de Llamas & Associates
PROPOSER COMPANY MARKETPLACE (OR DBA) NAME*
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Request For Proposal - Commercial Cannabis Inspection and Financial Audit Services

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Pass
Please provide the Company Marketplace Name or DBA (if applicable). It may already be provided elsewhere, but please provide here to confirm.

NOTE: If the company is not operating under an additional name or a dba, then you may state "N/A" here.

HdL Companies
TYPE OF LEGAL ENTITY*
Pass
Is the Proposer Company a Corporation, Limited Liability Company, Partnership, or Sole Proprietorship? If the Proposer Company is something other than one of the above options, please answer "No" here and you will be asked to provide more information after this question.

Yes
TYPE OF LEGAL ENTITY - SELECT*
Pass
Please select which of the following legal entity options under which the Proposer Company operates.

Corporation
LEGAL ENTITY STATE OF REGISTRATION*
Pass
In which State is the Proposer Company registered?
California
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PROPOSER COMPANY HEADQUARTERS ADDRESS*
Pass
Please provide the full street address for the headquarters of the Proposer Company. Be sure to include the following:
• Full Street Address
• City
• State
• Country
• Postal Code
120 S. State College Blvd., Suite 200, Brea, CA 92821

COMPANY WEBSITE ADDRESS
Pass
Please provide the full company website address for the Proposer Company. www.hdlcompanies.com
PROPOSAL CONTACT PERSON DETAILS*
Pass
Please provide the following information for the Contact person for this proposal:
• Name
• Title
• Phone (Office)
• Phone (Mobile)
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• Mailing Address (Street Address, City, State, Postal Code) • Fax Number
• Email
Matt Eaton
Director of Cannabis Services
Office Phone: 714.879.5000
Mobile Phone: 970.776.6734
120 S. State College Blvd., Suite 200, Brea, CA 92821
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Pass
Please provide the Proposer Company's Federal Taxpayer Identification Number here. 33-008507

DUNS & BRADSTREET (DUNS) NUMBER
Pass
Please provide the Proposer Company's Duns & Bradstreet (DUNS) Number here. 62-750-1398
PROPOSER OFFICER NAMES AND TITLES*
Pass
Please provide the Names and Titles of the Top Three Proposer Officers in the following manner:
• Full Name, Full Title
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• Full Name, Full Title
• Full Name, Full Title
Andrew Nickerson, President/CEO
Matt Eaton, Director of Cannabis Services
Elizabeth Eumurian, Audit Manager
YEARS IN BUSINESS*
Pass
For how long has the Proposer Company been in business? Please indicate in number of years. 42 CLOSEST PROPOSER OFFICE*
Pass
Please provide the address for the Proposer Office closest to the City of Modesto. Please be sure to provide:
• Full Street Address
• City
• State
• Country
• Postal Code
HdL Companies, 1111 Herndon Ave., Suite 301 Fresno, CA USA 93720 #1..
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Yes
CITY OF MODESTO BUSINESS LICENSE NUMBER*
Pass
You have indicated that the Proposer Company already possesses a City of Modesto Business License, please provide the business license number here.
1297848
PROPOSER FINANCIAL STATEMENTS*
Pass
Minimum Qualifications are mandatory for proposal consideration, and at a minimum shall include the following:

Financial Stability:

City staff will request financial statements from the proposer whose proposal is determined to best meet the City’s needs, as determined by the selection committee. Within two (2) business days of City request, proposer shall provide a copy of their company’s most recent professionally prepared Financial Statements (Income Statement and Balance Sheet). These statements, if unaudited, shall be accompanied by a cover letter that states the name and title of the preparer, the basis of the financial statement presentation (cash or accrual) and whether these statements have been prepared in accordance with Generally Accepted Accounting Principles for the most recent fiscal year end of the proposer. Audited financial statements shall be submitted in their entirety, including the auditor’s opinion and notes to the financial statements. #1..
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One complete set of Financial Statements shall be submitted within two (2) business days of City request. Financial Statements, whether delivered via email, by an employee of the proposer, U.S. Postal Service, courier or package delivery service must be received by the City of Modesto, Purchasing Division within two (2) business days of request. Financial statements delivered via email should be sent to [email protected]. If sent via email, proposer is encouraged to follow-up with a phone call to Carolanne Wattle at (209) 577-5406, to confirm receipt. Failure of proposer to provide requested documents within two (2) business days, may disqualify proposer from further consideration. The City of Modesto assumes no responsibility for delay in the delivery of the Financial Statements to the City.

Confirmed

3. Pricing Schedule.

PRICING SCHEDULE*
Pass
Please download the below documents, complete, and upload. • Pricing_Schedule_Form.doc
Completed_Pricing_Schedule_Form.pdf
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4. City Forms.

PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS?*
Pass
Does the Proposer have any exceptions, clarifications, or amendments to this RFP, sample agreement, or its associated specifications? No
PROPOSER CUSTOMER REFERENCES*
Pass
Please download the below documents, complete, and upload. • Proposer_Customer_Reference...

Completed_Proposer_Customer_References_Form.pdf
FINANCIAL INTEREST DISCLOSURE*
Pass
Please download the below documents, complete, and upload. • Financial_Interest_Disclosu...

Signed_Financial_Interest_Disclosure_Form_RFP.pdf
PROPOSER COMPANY HISTORY STATEMENT*
Pass
Please download the below documents, complete, and upload. • Proposer_Company_History_St...

COMPLETED_Proposer_Company_History_Statement.pdf
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PROPOSER EXPERIENCE AND CERTIFICATIONS*
Pass
Please download the below document, complete, and upload. • _Proposer_Experience_and_Ce...

COMPLETED_Proposer_Experience_and_Certifications_(1).pdf PROPOSER WARRANTY STATEMENTS*
Pass
Please download the below documents, complete, and upload. • Proposer_Warranty_Statement...

Signed_Proposer_Warranty_Statements.pdf
CALIFORNIA LEVINE ACT DISCLOSURE*
Pass
Please download the below documents, complete, and upload. • Modesto_Levine_Act_Statemen...

Signed_Modesto_Levine_Act_Statement_Form.pdf

5. Additional Proposal Items.

Completed_Additional_Items_HdL_Companies.pdf
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SUBMITTAL CONFIRMATION*
Pass
Proposer hereby certifies that all information provided within this submittal is accurate to the best of their knowledge and acknowledges that they have provided proof of their authority to submit a proposal on behalf of the stated Company Name committing them to the information contained within said submittal.

By checking the "please confirm" box below, you certify the above statement.

Confirmed
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Item Description Estimated
Annual Qty.

Unit of
Issue
Unit Price Extended Price
A1 Financial Audits 14 Once a Year $ _______________/Service A2 Inspections 14 Once a Year $ _______________/Service A3 On-going Consulting
Services Varies Hourly Rate
$ _______________/Service
A4 $ _______________/Service
A5 $ _______________/Service
A6 $ _______________/Service
A7 $ _______________/Service
A8 $ _______________/Service
A9 $_______________ /Service
A10 $ _______________/Service
ePay 1% Discount off of total Bid if Option (A) is chosen $-(_______________) Total Items: $__________________/Total
Additional Services: $_____________________________________/UOM Payment Terms:

Check which of the following payment terms/methodology Proposer accepts (a description of each can be found in Proposal Form A – RFP Acknowledgement):
$11,000
$2,600
$300 Per Hour
154,000
36,400
TBD
$190,400
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Choose One:
• Option A (Preferred): City of Modesto ePay Payment on Net 30 Day Timing: ___ Choose by checking (√) here. If selected, for bid comparison purposes, Proposer’s pricing will be reduced by the City of Modesto’s average ePay card program rebate percentage; or ePay Email Address: ______________________________
• Option B Manual Check Payment Mailed by US Postal Service First Class Mail Only on Net 45 Day Timing: ___ Choose by checking (√) here.

Proposer Company Name:

Name of Proposer Signatory:

Signature of Proposer Representative:

Hinderliter, de Llamas & Associates
Andrew Nickerson
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City of
Modesto
Request for Proposal #RFP-00028

COMMERCIAL CANNABIS INSPECTION

AND FINANCIAL AUDIT SERVICES
Additional Cost Details
December 9, 2025

SUBMITTED BY
HdL Companies
120 S. State College Blvd., Ste200
Brea, CA 92821
hdlcompanies.com

CONTACT
Matt Eaton
T: 714.879.5000
E: [email protected]
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Cost Details
This proposal does not include any additional services that are not specifically enumerated herein. The proposal assumes that HdL will not be a part of any enforcement action, appeal, arbitration, or civil litigation resulting from the findings of an inspection and/or audit. Any such additional reports, documentation or assistance that may be required wouldbe in addition to the costs shown in the table below and shall be billed at HdL’s hourly rate. This includes assistance with administrative hearings and/or civil litigation involving cannabis applicants or licensees.

Prices are valid for 120 days from the date of this proposal to allow time for consideration and negotiating a service agreement. Once under contract, prices shall be honored for the initial term of the agreement (up to a maximum of 3 years), with extensions subject to mutually agreeable pricing.

Prices Based on Hourly Rates
The prices in this proposal are calculated based on the hourly rates for each HdL staff member and the anticipated time involved. Any additional services requested by the client that are not specifically described in this proposal would be billed at HdL’s standard hourly rate of $300 per hour. HdL will not exceed the maximum estimated number of hours without first notifying the City and receiving written approval in advance.

Cancellation Fee
In the event that the Client cancels any of the services described after that service has been initiated, HdL shall bill for time and expenses incurred up to that point.

Scope of Service Objectives Estimated
Cost
A1: Conduct Compliance Inspections
One or more inspections per year, as requested by the City $2,600
per inspection
A2: Conduct Financial Audits
Assumes standard 12-month review period
$11,000
per audit
A3: Ongoing Consulting Services
As needed or requested by the City
$300
per hour
TOTAL COST PER BUSINESS, PER YEAR $13,600
TOTAL NOT TO EXCEED, PER YEAR $190,4001
1 Assumes 14 businesses subject to Objectives A1 and A2 each year. This figure may increase or decrease depending on fluctuations in the actual number of businesses subject to each service.
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Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
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Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value$
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value$
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
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Agency:

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Annual Contract Value$
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Proposer must therefore complete this Financial Interest Disclosure Form, listing by name all parties that have a material financial interest in the agreement, contract or development right.

Financial Interest Disclosure to City of Modesto
Proposer shall identify any person with a financial interest in the Proposer by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Proposer is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
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Print Names of Persons Having a Financial Interest in Proposer Receiving this Agreement:

Proposer Company Name:

Name of Proposer Signatory:

Signature of Proposer Representative:

NONE TO REPORT
Hinderliter, de Llamas & Associates
Andrew Nickerson
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The Proposer’s company history overview statement shall be approximately one to three pages in length and inserted below:

Proposer Company Legal Name: Insert Proposer Logo Here (if existent):

Insert Proposer Company History Overview Statement Beginning Here:
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1 PROPOSER EXPERIENCE AND CERTIFICATIONS
Proposer shall provide below a summary covering the following:

A. Experience: The Contractor and its employees directly involved in providing inspections, services and repairs shall have a minimum of three years’ experience providing the types of services requested in this RFP:
i. Identify key personnel and their position within your organization.

Our team of professionals has over 80 years of direct experience establishing and implementing cannabis regulatory and taxation programs, including outreach and education, research and analysis, ordinance development, application processes, cost recovery fees, structuring cannabis business taxes, regulatory compliance, financial audits, and law enforcement training. Our team has conducted over 11,000 cannabis compliance inspections and investigations in California, Colorado and Nevada and have reviewed, scored and processed over 1,700 cannabis business applications in the last six years in California. HdL works for the benefit of public agencies and has no private-sector clients in the cannabis industry.
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2 ii. Provide a biographical summary or resume detailing the experience, level of expertise and qualifications of the key individuals providing the types of services requested herein.

Matt Eaton – Director of Cannabis Services
Matt Eaton is the Director of Cannabis Services at HdL and plays a critical role in implementing the Cannabis Compliance Program for local agencies. Prior to joining the firm, he was a progressive law enforcement professional with 30 years’ experience conducting criminal/regulatory investigations, and corporate/individual background investigations. While working as a Supervisory Investigator at the Colorado Department of Revenue in the Marijuana Enforcement Division (MED), Matt managed criminal investigators and civilian staff in the Denver Metro and Longmont field offices. During his six-year tenure at the MED, he conducted approximately 10,000 criminal investigations and compliance reviews, including regulatory and financial investigations. He is a subject matter expert on track and trace systems and understands the complexity of reviewing data to ensure businesses are in compliance with state and local regulations. Matt was responsible for planning, developing and implementing report and field inspection protocols for the agency. He also played an instrumental role in recommending changes to current regulations and identifying essential language for new legislation in Colorado. Matt is well known for his ability to maintain working relationships with cannabis industry leaders and external stakeholders in resolving issues. Matt received his Bachelor of Science Degree from Biola University and maintained Police Officer Service Training (POST) certification for over 30 years in California and Colorado. He has also served as an adjunct instructor teaching law enforcement principle related to criminology, correctional processes, procedural law, interviews, interrogations and criminal evidence at AIMS Community College in Greeley, Colorado.

Mark Lovelace – Senior Policy Advisor
Mark Lovelace has 23 years of broad experience in public policy, community engagement and advocacy and is recognized as a leader in advancing the statewide discussion of medical and recreational cannabis as a legitimate policy issue in California. Mark served on the Humboldt County Board of Supervisors from 2009 through 2016 where he was instrumental in developing a comprehensive approach to regulating cannabis, including a voter-approved tax on commercial cultivation and an innovative track and trace pilot program. Mark established and co-chaired the Cannabis Working Group for the California State Association of Counties (CSAC) and helped draft CSAC’s cannabis legislative platform. Mark has worked extensively with public agencies and statewide organizations on cannabis issues and has led numerous presentations, workshops and panel discussions. Prior to his time on the Board, he worked for many years as a respected advocate on land use, planning, development, resource management and environmental issues. Mark received his Bachelor of Science degree in Industrial Design from San Jose State University.

Elizabeth Eumurian – Audit Manager
Elizabeth Eumurian manages the HdL cannabis audit team. In her role she oversees the development and refining of HdL's proprietary audit methodology to better identify reporting variances, discrepancies and outliers, and to ensure audit accuracy and consistency. She also reviews audit reports, evaluates cannabis business financial information and assists with special projects. Before becoming manager, Elizabeth conducted cannabis audits for HdL.

Elizabeth previously worked as a senior auditor in the entertainment industry. In this role, she executed testing procedures for targeted audit programs, analyzed findings and prepared audit and compliance reports. She also has experience working for a large financial institution analyzing data for reporting anomalies and performing internal audits. Elizabeth earned her Bachelor of Arts degree from California State University Fullerton and holds a certificate in CannaBusiness from Oaksterdam University.
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3 Brad Schneider – Compliance Manager
Brad Schneider manages HdL’s team of cannabis compliance inspectors to ensure that licensed cannabis businesses are operating within state law and complying with all of their obligations under the terms of their local permit. He oversees the team to ensure that all inspections are conducted on a timely schedule in coordination with the local jurisdiction and that all reports are clear and fully-documented. Brad brings 30 years of experience with the Ontario Police Department where he worked as a detective, background investigator and Sergeant. Brad spearheaded operations within the Narcotics Division, concentrating on identifying and mitigating illegal activities. Following his law enforcement career, he worked in aircraft sales where he managed contracts with state and local government agencies. Brad has broad experience in regulatory compliance from both the public and private sector, ensuring alignment with industry regulations and standards and directing training, safety programs and operational procedures.

Kristi Lervold – Compliance Administrator
Kristi is the Compliance Administrator for HdL’s cannabis team. In this role she conducts prelicense site visits, compliance inspections and background checks while also supporting the cannabis team members, coordinating internal processes, and assisting with client requests, contracts, billing reconciliation and invoicing. Kristi’s 18-year career includes ten years as the administrative assistant to HdL’s CFO, handling various operational responsibilities and supporting financial functions, as well as experience in the occupational health industry, facilitating services for federal, state, and local government clients. Kristi holds a Bachelor’s of Science degree in Business Management with a minor in Business Administration.

B. Certifications: Proposer shall provide copies of all relevant certifications held for both company and any individuals required to perform the services requested herein.

There aren’t any required certifications to provide this service. Hinderliter, de Llamas & Associates is properly registered with the State of California and has been in business since 1983.
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All materials, parts, labor, assemblies and components shall by subject to the warranty conditions and terms unless specifically exempted in writing by the City of Modesto.

Proposer Company Legal Name: Insert Proposer Logo Here (if existent):

Insert Proposer Warranty Statement Beginning Here:

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California Levine Act Disclosure
California Government Code Section 84308, also known as the "Levine Act", prohibits City “officers” from participating in any action related to a license, permit, or other entitlement for use (a “proceeding”) if such member accepts, solicits, or directs political contributions from a party to the proceeding or their agent totaling more than $500 while the proceeding is pending before the agency, and for twelve (12) months following the date a decision concerning the proceeding has been made. The Levine Act also requires disclosure of such contribution by a party to the proceeding.

2. Do you, or your company, or any agent on behalf of you or your company, anticipate or plan to make any political contribution of more than $500 to any City officer in the twelve (12) months following any Council action related to this contract?
___ YES If yes, please identify the Council Member(s):
___ NO
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Answering YES to either of the questions above does not preclude the City of Modesto from awarding a contract to your firm or taking any subsequent action related to the contract. It may, however, preclude the identified City officer from participating in any actions related to such contract.

_____________________________
Company/Applicant Name
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Proposal for the City of Modesto 1 | Page
Proposal for Sales and Use Tax Services 1
City of Modesto
Additional Information – RFP No. 00028 23-RFP-011
December 9, 2025

SUBMITTED BY
HdL Companies
120 S. StateCollege Blvd., Ste 200
Brea, CA 92821
hdlcompanies.com

CONTACT
Matt Eaton
T: 714.879.5000
E: [email protected]
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Proposal for the City of Modesto 2 | Page
TRANSMITTAL LETTER.................................................................................................................3 PROPOSED SCOPE OF WORK………...…………..........................................................................4

TABLE OF CONTENTS
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Proposal for the City of Modesto 3 | Page
December 9, 2025
Carolanne Wattle
City of Modesto, Purchasing Division
1010 10th Street, Suite 5300
Modesto, CA 95354
Dear Ms. Wattle,
HdL Companies (HdL) is pleased to submit our proposal for Commercial Cannabis Inspection and Financial Audit Services for the City of Modesto. It would be an honor and privilege to continue to serve you. The enclosed scope of services provides a comprehensive program to provide all services requested in the City’s RFP including cannabis audits, regulatory compliance inspections, cannabis facility application reviews, background checks and additional hours of general subject matter expertise to be used to provide other cannabis-related services as needed or requested by the City.

As you consider continuing your journey with us, rest assured you will receive the same refreshing customer experience, unmatched service delivery, and unparalleled service that our 900+ city, county, and special district clients from across the nation enjoy every day. You can rely on us to understand your needs, deliver on our promises, and thoughtfully serve your community. HdL is an S-Corporation, registered in the State of California.

Our contact information is:

HdL Companies, 120 S. State College Blvd., Suite 200, Brea, CA 92821 Phone: 714.879.5000 Website: hdlcompanies.com
Main Point of Contact: Matt Eaton, Director of Regulatory Compliance, [email protected] HdL understands and agrees to provide all of the services identified in the City’s RFP and described in this proposal. All terms of this proposal shall remain in effect for at least 120 days from the date of this proposal, or until a contract resulting from this RFP has been executed, whichever comes first.

We look forward to the opportunity to partner with the City of Modesto to provide the services as described.

If you have any questions or require additional information, please feel free to contact me by email at [email protected] or our Director of Cannabis Services, Matt Eaton at [email protected] or by phone at 714.879.5000.

Sincerely,
Andrew Nickerson
President/CEO
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Proposal for the City of Modesto 4 | Page
Project Timeline
At the start of the project, HdL’s team will meet with City staff to discuss the approach and expectations, to develop an implementation timeline and determine the City’s desired schedule for each of the services contemplated by this RFP. The project management team will meet and confer on a regular basis with the City’s designated contact person or persons to review the progress of any work products and to discuss any changes in direction or needed details.

Cannabis audits will be scheduled in consultation with the City. The City will provide HdL with a list of all licensed cannabis businesses and will inform HdL when a new cannabis business receives final permission to operate (i.e., through the issuance of a conditional use permit, certificate of occupancy or other indication the business has opened). HdL will then work with the City to schedule annual audits and will coordinate with the City as the time for each service approaches. Annual audits can be scheduled separately for each business based upon their permit issuance date.

If the City prefers, HdL can develop a schedule to conduct annual audits for all businesses at the same time each year (e.g; all audits to be started in Q1 for the previous fiscal year). Any such schedule would be developed in consultation with the City and would be dependent upon the availability of annual tax filings and other reporting information for each business.

HdL’s audit process divides the audit schedule into 4 distinct phases. Phase 1 includes pre-audit work, such as issuance of a notification letter to the business, providing a list of all financial records that will be required and allowing an appropriate timeframe for receipt of those records.

In Phase 2, HdL will conduct an initial review of all records submitted by the business. If the initial review identifies the need for additional documentation, HdL will work with the business to provide the remaining records. Once all necessary documentation has been obtained, HdL shall move forward with Phase 3, which involves a full, detailed review of all required records and the drafting of initial findings.

In Phase 4 HdL will issue a draft report with the initial findings, addressed to the business with a cc to the City. The report shall also recommend any needed adjustments, penalties or other corrective actions. The business will have an appropriate amount of time to review and respond to the draft report. HdL will review any such response and adjust the audit findings if necessary before issuing the final report, which shall be addressed to the City with a cc to the business.

HdL’s audits are typically completed within 60 days from receipt of all requested documentation to issuance of the draft report. This timeline assumes reasonable cooperation by the auditee, which is not within HdL’s control. Delayed responses to any requests for additional information may increase this timeline. The overall timeline from issuance of the audit notification letter to the final report averages 6 to 9 months. This timeline may be increased or decreased depending upon cooperation and responsiveness by the permittee and completeness of the records provided.

Regulatory compliance inspections shall be conducted based on a schedule to be determined in consultation with City staff. HdL will endeavor to conduct inspections of multiple facilities on the same day wherever possible, with a maximum of 5 on any one day. Inspection reports shall be provided to the City no later than 2 weeks (14 days) following the inspection.

Additional inspections requested by the City in response to complaints or previous non-compliance shall be conducted within 2 weeks of receiving the request. Where there is urgency, HdL shall work with the City to schedule inspections at the earliest availability, typically within 3 to 5 days. HdL staff shall be available to assist with additional enforcement efforts as needed or requested by the City.

SCOPE OF WORK
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Proposal for the City of Modesto 5 | Page
The City’s primary role in regard to compliance activities shall be to communicate and enforce HdL’s authority to conduct onsite inspections and to assist with development of an inspection schedule. The City will also inform HdL when additional inspections are requested to address complaints or to follow up on required corrections, or when additional enforcement assistance is desired.

HdL shall distribute the audit and inspection workload among our staff to allow for timely performance. Our workplan and staffing can accommodate additional businesses as they become licensed and functioning over time.

Involvement of City Staff
HdL understands the value and costs associated with staff time and will make every effort to minimize the amount of City staff time necessary to carry out the objectives of this program. The City’s role shall be to provide guidance on City-specific regulations and priorities and to communicate and enforce HdL’s authority to conduct audits on the City’s behalf if a business resists participating.

HdL personnel will initially meet with designated City officials to review all service objectives. Specifically, HdL requests that the City participate in a kickoff meeting to establish audit processes and priorities, be available to answer occasional questions about specific audit concerns and perform invoicing and collection activities after audit reports have been issued.

HdL requests that the City identify a staff member to serve as the primary audit contact for HdL staff. Based on HdL staff’s vast experience of conducting cannabis business license tax audits HdL expects cumulative City time required to be on average no more than thirty minutes per business.

Project Staffing
The work outlined by this proposal will be managed by HdL’s Directorof Cannabis Services, Matt Eaton, who is one of the state’s most experienced cannabis regulatory professionals. Matt will oversee all aspects of the proposed workplan and will be the primary contact person for coordinating work with the City. Matt has previous experience as a Supervisory Criminal Investigator with the Colorado Department of Revenue’s Marijuana Enforcement Division, through which he conducted thousands of criminal investigations and compliance audits of cannabis businesses. This experience makes him ideally qualified to oversee the review, regulation and enforcement of licensed cannabis businesses.

Matt will be primarily assisted by Audit Manager Elizabeth Eumurian and Compliance Manager Brad Schneider. Elizabeth will work directly with the City in regard to cannabis audits and will lead HdL’s 8-person audit team. Elizabeth will work with the City to develop a work schedule for conducting audits of all licensed cannabis businesses in the City on an annual basis and will assign audit staff as needed to complete all audits in a timely manner.

Brad will lead HdL’s 3-person compliance team. Brad will consult with the City to develop the desired schedule for conducting regulatory compliance inspections and will coordinate with the City as the time for each inspection approaches.

Matt Eaton will directly oversee the review of cannabis facility applications and will assign applications to team members based upon the number of applications and staff availability. Matt will also oversee all background checks, assisted by Compliance Administrator Kristi Lervold.

Matt, Brad and Elizabeth will each meet and confer with the City as needed to ensure that all work is satisfactory and is being conducted in accordance with the delivery schedule to be developed in coordination with the City. This team will also be available to respond to questions or inquiries from the City as needed and to resolve any issues that may arise.
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Proposal for the City of Modesto 6 | Page
HdL shall dedicate an appropriate number of staff to ensure all services are provided in a timely manner. It is anticipated that all HdL staff identified shall remain with the company for the duration of this project. HdL shall immediately notify the City of any changes in staff assigned to this project and will adjust staffing levels as needed to ensure timely delivery of all work products.

Work Plan
Conduct Compliance Inspections
HdL will conduct one or more on-site compliance inspections annually, as requested by the City, for each permitted cannabis business to determine compliance with State and/or local laws. If HdL identifies any noncompliant activities, we will provide the City with a recommended appropriate action to address the deficiency and to ensure future compliance by the permittee.

The cost for these services includes all of the following:
• Notifying permittee of pending inspection
• On-site inspection to ensure that each business complies with all State and local laws and regulatory protocols for all of the following:
o Inventory management
o Cash handling procedures
o Access control
o Video surveillance
o Product safety
o Alarm system maintenance and safety
o Lock standards
o Packaging and labeling
o Waste management
o Transportation documentation
o Surveillance equipment maintenance
o Occupational badges
o Business records
o Other items as necessary to ensure compliance with laws o
• Preparation of a draft report detailing the findings of the inspection and providing recommendations for improvement where needed. If the inspection identifies any violations of law or other non-compliance issues, then HdL will prepare a notice to comply as an included part of the report. • All travel costs associated with the inspection, assuming a minimum of four inspections per day. If fewer than four inspections are requested, HdL will charge for travel based upon hourly rates, or a flat fee to be determined in consultation with City.
• All phone, email and other communications involved in preparing for, scheduling and coordinating the inspections and providing the report.

Facilities greater than 30,000 square feet will be subject to an additional cost at HdL’s hourly rate to account for the additional time involved in conducting inspections, documenting issues of non-compliance and preparing reports. HdL will notify the City in advance if additional hourly charges are necessary to complete the inspection.
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Proposal for the City of Modesto 7 | Page
Issuance of the inspection report constitutes completion of this service. The cost for this service does not include any follow-up re-inspection or review of any documents provided to address or contest any findings of non-compliance, nor does it include any assistance with administrative appeals, litigation, cannabis tax policy questions or guidance, or other services not directly associated with conducting the inspection. Any such additional services requested by the City would be subject to agreement by HdL and would be billed at HdL’s standard hourly rate.

Conduct Financial Audits
HdL will conduct an annual revenue audit of each cannabis business to verify the accuracy of the revenue reported and remitted to the City during the review period and will recommend a tax adjustment should the audit reveal any variances in reported revenue. As part of the audit process, HdL will conduct a risk-based review of each business using our proprietary methodology, which was developed to specifically address the unique challenges associated with auditing the cannabis industry. Our methodology allows audit staff to cross-analyze multiple business records to identify reporting variances, discrepancies and outliers to produce the most accurate measure of gross receipts on behalf of the City.

To initiate the process, the City shall provide HdL with a list of all licensed cannabis businesses subject to audit. HdL shall work with the City to determine the appropriate review period for each business and to develop a schedule for conducting all audits. As the time for each audit approaches, HdL will prepare a notification letter informing the licensee of the impending audit and providing a list of all records and documentation the business is required to provide, including remote access to the business’s point-of-sale (POS) system where applicable. HdL recommends that the notification letter be sent by the City to communicate HdL’s authority to conduct the audit and to encourage cooperation by the business. The full annual audit shall include:
• Review Point-of-Sale (POS) and/or accounting system reports • Review inventory system (subject to METRC data)
• Analyze and compare POS/accounting data with other available data sources, including:
o City cannabis tax returns
o State and Federal tax returns
o METRC sales and inventory data
o CDTFA data
o Bank statements
o Sales receipts
o Other financial documents as available
• Identify any variances or over/under reporting
• Calculate any taxes or fees due to the City
• Prepare and issue report
Where cannabis cultivation is taxed on a square-footage basis, the audit shall include one annual site inspection to verify compliance with maximum permitted canopy area. Square footage audits may also consider documented findings from inspections by the City, DCC or other agencies, where available.

HdL will provide a draft audit report to the commercial cannabis business. The business will be given an appropriate opportunity to respond to the report or provide supplemental information to address any disagreement with the findings. HdL will review any additional documentation provided by the business and will adjust the tax/fee assessment as appropriate prior to issuing the final report to the City. #1..
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Proposal for the City of Modesto 8 | Page
Issuance of the final report constitutes completion of the audit.

The cost for this service assumes a standard 12-month review period. The cost for a longer term shall be increased per each additional 6-month period (2 fiscal quarters). Pricing available upon request. This cost also assumes reasonable cooperation from the licensee. Non-cooperation by the licensee may result in additional charges at HdL’s hourly rate, or in termination of the audit and potential enforcement action by the City. Any such action or additional charges would be determined in consultation with the City.

The cost does not include any review or revision to the audit after the final report has been issued to the City, nor does it include any assistance with collections or enforcement of audit findings, administrative appeals, litigation, cannabis tax policy questions or guidance, or other services not directly associated with preparing the revenue audit report. Any such additional services requested by the City would subject to agreement by HdL and would be billed at HdL’s standard hourly rate.

Conflicts of Interest and Non-Disclosure
HdL Companies works for the benefit of public agencies and has no private-sector clients in the cannabis industry. All cannabis business information will be kept confidential by HdL and will not be shared internally beyond those HdL employees who are required to have access for purposes of conducting the work contemplated herein, or for administrative purposes as necessary.

Delays
The ability to perform and complete our engagement consistent with the estimated fee included above depends upon the quality of client and business records and the timeliness of client and business personnel in providing information and responding to our requests. To assist with this process, HdL will provide itemized requests that identify the information clients and businesses will need to prepare and provide before and during our engagement, as well as the requested delivery date for those items. A lack of preparation, including not providing this information in an accurate and timely manner, unanticipated audit efforts, and/or untimely assistance by client and business personnel may result in an increase in our fees, billing our fees up front, and/or a delay in the completion of our engagement.
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EXHIBIT C: INSURANCE REQUIREMENTS FOR SERVICES
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subconsultants.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification, it has no employees)

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

If the consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Modesto requires and shall be entitled to the broader coverage and/or the higher limits maintained by the consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Modesto.

Umbrella or Excess Coverage
The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.

General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance with coverage equal to ISO form CG 2010. If Completed Operations endorsement is required, a separate endorsement equal to ISO form CG 2037 is required.

Primary Coverage
The Additional Insured coverage under the Consultant’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Consultant’s insurance coverage to the sole negligence of the Named Insured.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Consultant or subconsultant who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:
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1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Subconsultants
Consultant shall require and verify that all subconsultant, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subconsultant’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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City of Modesto, CA
Finance
DeAnna Christensen, Director of Finance
PO BOX 642, Modesto, CA 95353

EVALUATION TABULATION
RFP No. RFP-00028
Commercial Cannabis Inspection and Financial Audit Services RESPONSE DEADLINE: December 9, 2025 at 11:00 am
Report Generated: Friday, February 20, 2026

AGGREGATE SCORES SUMMARY
Vendor Evaluator 1 Evaluator 2 Evaluator 3 Evaluator 4 Evaluator 5 Total Score (Max Score 100)
HdL Companies 88.1 84.1 95.1 89.1 85.1 88.34
Booth Management
Consulting, LLC
85 93 96 76 78 85.6
Tetra Growth
Systems, LLC

79.9 81.9 89.9 81.9 77.9 82.33
SCI Consulting Group 66.5 71.5 78.5 80.5 55.5 70.48
Harshwal &
Company, LLP

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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 27, 2026
Date: March 24, 2026
TO: Finance Committee
David Wright, Chair
Nick Bavaro, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Document Storage Services Agreement
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571- 5164
DESCRIPTION:

Consider an Agreement for the furnishing of Document Storage Services to Pacific Storage Company, Modesto, CA for a total amount not to exceed $330,805 over five (5) years; and forwarding to Council for approval. (Funding Source: Various Funds) STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2025-2026 Strategic Plan focus of Governance and Service Delivery under Goal H: Achieve Long-Term Financial Sustainability.

BACKGROUND:

The City of Modesto is required to maintain various City documents based on the Records Retention Policy established for each department. Due to limited space within the City’s onsite work locations, the City utilizes an offsite storage facility to maintain record storage, comply with retention policy, and allow for the ability to retrieve documents, when needed, for all City departments. All City departments actively review the respective department documents to evaluate the retention period and determine if any of the boxes stored off-site can be destroyed. As of January 2026, the City had approximately 3,500 boxes that currently are retained in the offsite storage with the current vendor, Pacific Storage Company.
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Finance Committee, April 27, 2026
Document Storage Services Agreement

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Finance CommitteeApril 27, 2026

Finance Committee
April 27, 2026