to: all parties qualified to provide recruitment …

TO: ALL PARTIES QUALIFIED TO PROVIDE RECRUITMENT FOR CEO/GENERAL MANAGER POSTION FOR TRANSIT AGENCY

NOTICE OF REQUEST FOR PROPOSALS

Notice is hereby given, requesting RFP’s for the following:

1. DATE RELEASED: JULY 2, 2009

2. TITLE: CEO/GENERAL MANAGER RECRUITMENT

3. RFP NUMBER: RFP-HR10-5

4. RFP DESCRIPTION: Procure the service of an executive search firm to recruit, screen and recommend candidates for the CEO/General Manager position, as documented in the RFP Requirements and Contract Documents.

5. VENDOR REGISTRATION: To participate in the RFP process, your company must register as a vendor at Omnitrans’ website at www.omnitrans.org under Category “Personnel Services – Executive Recruitment”. You will receive notification of any activities to the RFP, such as amendments, awards and cancellations. This will also allow you to download the bid documents.

6. RFP CLOSING TIME & DATE: PROPOSALS are due by July 15, 2009, 3:00 p.m. PDT.

7. QUESTIONS: Questions regarding this procurement must be in writing and directed to the Contracts Specialist. Failure to comply with this requirement may result in your firm being disqualified from this competition.

CONTRACT ADMINISTRATION PROJECT DEPARTMENT Procurement Human Resources Christine Van Matre Marjorie Ewing Contracts Specialist Director of Human Resources 1700 W. Fifth Street San Bernardino, CA 92411

1700 W. Fifth Street San Bernardino, CA 92411

Phone: (909) 379-7122 Fax: (909) 379-7322

Phone: (909) 379-7261 Fax: (909) 379-7108

http://www.omnitrans.org/

PART I OF II

SPECIFICATIONS, SCOPE OF WORK &

GENERAL CONTRACT TERMS REQUEST FOR PROPOSALS

RFP-HR10-5

CEO/GENERAL MANAGER RECRUITMENT

OMNITRANS 1700 West Fifth Street

San Bernardino, CA 92411-2499 (909) 379-7122 (909) 379-7322 Fax

Important Dates

A. July 2, 2009: Requests for Proposal (RFP) available.

B. July 7, 2009: Deadline for Request for Clarifications, Recommendations and Approved Equals.

C. July 15, 2009, 3:00 p.m. PDT: Bid Deadline.

D. August 5, 2009: Target Award Date.

E. August 12, 2009 Notice To Proceed Target Date, contingent upon receipt of required submissions (e.g., proof of insurance) and Anticipated Contract Start Date.

SECTION I

GENERAL REQUIREMENTS

OMNITRANS PAGE i 1700 WEST FIFTH STREET

SAN BERNARDINO, CALIFORNIA 92411-2499

RFP-HR10-5


SECTION

I. GENERAL REQUIREMENTS........................................................................................1

1. DEFINITIONS .......................................................................................................1

2. BACKGROUND & INTRODUCTION...............................................................1

3. SUBMISSION OF PROPOSAL AND PERIOD OF ACCEPTANCE..............1

4. EVALUATION CRITERIA .................................................................................2

5. BASIS FOR CONTRACT AWARD ....................................................................5

6. CONTRACT AWARD ..........................................................................................5

7. TIME OF PERFORMANCE................................................................................5

8. AGREEMENT .......................................................................................................6

9. PARTIAL AWARD(S) ..........................................................................................6

10. COMPENSATION ................................................................................................6

11. STANDARD OF CARE ........................................................................................7

II. SCOPE OF WORK............................................................................................................9

1. OVERVIEW...........................................................................................................9

2. TASKS ....................................................................................................................9

3. MINIMUM QUALIFICATIONS OF OFFERORS..........................................10

4. DIVERSITY .........................................................................................................11

5. SEARCH CAPACITY AND TURN AROUND TIME.....................................12

6. PROPOSED TIME LINE ...................................................................................12

III. GENERAL CONTRACT TERMS.................................................................................15

1. JOINT OFFERS...................................................................................................15

2. INDEMNIFICATION .........................................................................................15

3. OWNERSHIP OF WORK..................................................................................15

4. CONFIDENTIALITY .........................................................................................15

5. USE OF SUBCONTRACTORS .........................................................................16

6. ASSIGNMENT.....................................................................................................16

7. OMNITRANS WARRANTIES ..........................................................................16

8. TERMINATION..................................................................................................16

OMNITRANS PAGE ii 1700 WEST FIFTH STREET


RFP-HR10-5


9. EQUAL EMPLOYMENT OPPORTUNITY ....................................................17

10. DISADVANTAGED BUSINESS ENTERPRISES (DBE) REQUIRED........17

11. CONFLICT OF INTEREST...............................................................................18

12. FEDERAL REQUIREMENTS...........................................................................19

13. TITLE VI COMPLIANCE .................................................................................19

14. ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES ....................................................................................................19

15. INTEREST OF MEMBERS OF OR DELEGATES TO CONGRESS ..........19

16. CONSERVATION...............................................................................................19

17. PATENT RIGHTS...............................................................................................19

18. RIGHTS IN DATA ..............................................................................................20

19. WARRANTY........................................................................................................20

20. DAMAGES ...........................................................................................................20

21. PROTECTION AND SAFETY ..........................................................................21

22. ENVIRONMENTAL AND SAFETY AND HEALTH STANDARDS COMPLIANCE....................................................................................................21

23. INDEPENDENT CONTRACTOR.....................................................................21

24. ADVERTISING ...................................................................................................21

25. ASSIGNMENT AND DELEGATION...............................................................21

26. WAIVER OF CONDITIONS .............................................................................22

27. GOVERNING LAW............................................................................................22

28. SEVERABILITY .................................................................................................22

29. REMUNERATION..............................................................................................22

30. MODIFICATIONS IN THE SPECIFICATIONS AND SCOPE OF WORK ..................................................................................................................23

31. INSURANCE REQUIREMENTS......................................................................24

IV. FORMS .............................................................................................................................28

1. SUBMISSION OF FORMS ................................................................................29

2. NOTICE INVITING PROPOSAL OR QUOTATION REPLY (REQUIRED) .......................................................................................................31

3. PROPOSAL PRICING FORM ..........................................................................32

OMNITRANS PAGE iii 1700 WEST FIFTH STREET


RFP-HR10-5


4. ACKNOWLEDGMENT OF AMENDMENTS (REQUIRED) .......................33

5. AFFIDAVIT OF NON-COLLUSION (REQUIRED) ......................................34

6. REQUEST FOR INFORMATION, RECOMMENDATIONS, APPROVED EQUALS........................................................................................35

7. CURRENT CLIENT REFERENCES. THREE (5) REQUIRED ..................36

8. LIST OF SUBCONTRACTORS AND DBES (REQUIRED >½ of 1% SHARE OF THE BID) ........................................................................................37

9. PROPOSERS LIST INFORMATION (REQUIRED, IF APPLICABLE) ....................................................................................................38

10. PROPOSED DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION (OPTIONAL) ......................................................................39

11. DEBARMENT, SUSPENSION, & OTHER RESPONSIBILITY MATTERS (required >$100,000) .......................................................................40

12. NOT ON COMPTROLLER GENERAL'S LIST OF INELIGIBLE CONTRACTORS (REQUIRED) .......................................................................41

ATTACHMENT A — OMNITRANS TRAVEL AND EXPENSE GUIDELINES

ATTACHMENT B — CEO/GENERAL MANAGER JOB DESCRIPTION

ATTACHMENT C — OMNITRANS ORGANIZATION CHART

ATTACHMENT D — IDENTIFYING QUALITIES FOR CEO/GM POSITION

ATTACHMENT E — SAMPLE CONTRACT FORM

OMNITRANS PAGE 1 1700 WEST FIFTH STREET


RFP-HR10-5


SECTION I

GENERAL REQUIREMENTS

1. DEFINITIONS

All references, throughout this document, to the following terms have the meanings set forth below:

A. “RFP” means this Request for Proposals.

B. “RFP” refers to the written submission by a proposer in response to this Request for Proposals.

C. “Contractor” means the successful Proposer or corporation who or which executes the Contract.

D. “Work” means all the labor, materials, equipment, supplies, services, permits, inspections and other items necessary for the execution, completion and fulfillment of the requirements set forth in this RFP.

2. BACKGROUND & INTRODUCTION

A. Omnitrans (hereinafter referred to as Agency) is a Joint Powers Authority created for the provision of public mass transportation in the San Bernardino Valley. The Agency provides fixed-route bus and demand response services to 1.2 million citizens in its 480 square mile service area. Currently, the Agency has approximately 732 employees, operates 164 fixed route vehicles and 110 demand response vehicles (operated by an outside contractor).

B. The Agency serves fifteen (15) city jurisdictions and the unincorporated areas of San Bernardino County within the San Bernardino East/West Valley region. The Agency was organized in 1976 pursuant to §6506 of the California Government Code. The Omnitrans Board of Directors is comprised of the mayor or designated elected official of each city jurisdiction and the five members of the San Bernardino County Board of Supervisors.

3. SUBMISSION OF PROPOSAL AND PERIOD OF ACCEPTANCE PROPOSALS must be submitted before 3:00 p.m. PDT Wednesday, July 15, 2009 at

Omnitrans, 1700 West Fifth Street, San Bernardino, California 92411.

PROPOSALs may not be faxed.



RFP-HR10-5


PROPOSALs may not be submitted by any other electronic means.

PROPOSALs shall be delivered in sealed envelopes, as specified above under number 2 – Content, clearly marked and addressed as follows:

Attention: Christine Van Matre, Contracts Specialist PROPOSAL Due Date: July 15, 2009, 3:00 p.m. PDT PROPOSAL Number; RFP-HR10-5 PROPOSAL Title: CEO/General Manager Recruitment PROPOSER’s Company Name

PROPOSALs not marked as indicated above may be deemed non-responsive even if they had been received within the allotted time.

Proposals received after the stated deadline will be returned unopened.

PROPOSALs must be submitted as follows:

One (1) original; and

Eight (8) copies marked “COPY” (one for each evaluator).

PROPOSER agrees to perform the requirements of this PROPOSAL and any subsequent amendments, if its PROPOSAL is accepted, on the date set forth in the Schedule and the Notice to Proceed.

It is the PROPOSER's sole responsibility to see that its PROPOSAL is received as stipulated.

4. EVALUATION CRITERIA

Qualifications and Past Experience – 36 points

Three points each:

(1) Proposer should provide a profile of the firm; the year founded; form of the organization (corporation, partnership, sole proprietorship); number, size and location of offices; and number of employees.

(2) Provide a general description of the firm’s financial condition and identify any conditions (e.g., bankruptcy, pending litigation, planned office closures, impending merger) that may impede Proposer’s ability to complete the project.

(3) Describe executive placement experience with organizations that provide public services in areas of commuter bus or light or heavy rail, and highlight the participation in such work by the key personnel proposed for assignment to this project.



RFP-HR10-5


(4) List high level mass transit industry placements last five years and demonstrate that your firm has successfully accomplished at least four such placements within the past three years.

(5) Provide education, experience, and applicable professional credential or licenses of project staff. Furnish brief resumes (not more than two pages each) for the proposed Project Manager and other key personnel.

(6) Demonstrate the Project Manager has directly orchestrated at least three successful transit industry executive placements within the last two years.

(7) Profile, in detail, the firm’s methodology and strategies for incorporating diversity into their searches.

(8) Quality of References (as requested in Part II, Forms)

(9) Identify key personnel proposed to perform the work in the specified tasks and include major areas of subcontract work. Include person’s name, current locations, proposed positions for this project, current assignment, and level of commitment to that assignment, availability for this assignment and how long each person has been with firm.

(10) Identify subcontractors to company name, address, contact person, telephone number and project function. Describe Proposer’s experience working with each subcontractor.

(11) Include a project organization chart, which clearly delineates communication and reporting relationships among the project staff.

(12) Include a statement that key personnel will be available to the extent proposed for the duration of the project acknowledging that no person designated as “key” to the project shall be removed or replaced without the prior written concurrence of Omnitrans.

Project Approach – 30 points

Proposer should provide a narrative, which addresses the Scope of Work, and shows



RFP-HR10-5


Proposer understands the Authority’s needs and requirements.

6 points each:

(1) Describe the approach to completing the tasks specified in the scope of work and demonstrate the ability of the firm’s project team to complete search assignments of this complexity within short turn-around periods.

(2) Outline sequentially the activities that will be undertaken in completing the tasks and specify who will perform them.

(3) Identify methods that Proposer will use to ensure quality control as well as budget and schedule control for the project.

(4) Identify any special issues or problems that are likely to be encountered in this project and how the Proposer would propose to address them.

(5) Describe the time your firm is capable of devoting to Omnitrans’ recruitment.

Price – 20 points

Based on lowest price at 20 points.

a) 20Pr'

Pr'×=

icesBiddericesBidderLowestScore (Maximum Points)

b) Points will be deducted for failure to accurately and or completely define costs involved in the proposal.

c) Pricing must be based on performing the requirements of this contract.

Client Base – 14 points

Provide a minimum of five (5) references for the projects cited as related experience, and furnish the name, title, address and telephone number of the person(s) at the client organization who is most knowledgeable about the work performed.

14 points possible.



RFP-HR10-5


(a) 14 points for Excellent

(b) 10 points for Good

(c) 6 points for Fair

(d) 2 points for Poor

5. BASIS FOR CONTRACT AWARD

A. Omnitrans intends to award a contract to the responsive and responsible Proposer who can fulfill all required terms of the RFP.

B. In the event of a tie score, the contract will be awarded to the Proposer who Offers and guarantees superior service times, bettering the requirements in this RFP.

C. Omnitrans reserves the right to make a single or multiple awards to multiple vendors, which ever would be in the best interest of the agency.

6. CONTRACT AWARD

A. The CEO/General Manager will notify the successful Proposer by providing a contract award document, as outlined in the RFP.

B. Contract award will be contingent upon Omnitrans’ receipt of evidence of the Contractor’s ability to satisfy the insurance requirements, and any other stated contingencies in this RFP and/or as identified in the contract award letter.

7. TIME OF PERFORMANCE

A. Omnitrans intends to award a contract for its requirements as follows:

1) Contractor will provide all performance requirements under the RFP;

2) Beginning August 12, 2009 and ending August 11, 2010.

3) Contractor shall make its non-exclusive services available during the entire contract period.

B. Contractor shall perform the services described herein in a prompt and timely manner and shall commence performance upon receipt of a written Notice to Proceed from Omnitrans. The Notice to Proceed shall set forth the precise date of commencement of the work.



RFP-HR10-5


C. Omnitrans may award the contract at a time other than that stated in the Schedule. In which case Omnitrans, at its option, may change the beginning and end dates, but in no case shall the contract exceed the duration in years as aforementioned.

D. Time is of the Essence. The acceptance of a late performance, with or without objections or reservations by Omnitrans, shall not waive the right to claims damages for such breach nor constitute a waiver of the requirements of timely performance of any obligation remaining to be performed.

8. AGREEMENT

The signed Agreement, General Terms and Conditions, Specifications, Scope of Work, Forms, all Attachments, Amendments, and documents incorporated herein directly or by reference, if any, and the successful Bidder’s price quote, including all submissions made in response to Omnitrans’ Request(s) for Best and Final Offers, shall constitute the complete and exclusive AGREEMENT between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding its subject matter.

9. PARTIAL AWARD(S)

Omnitrans reserves the right to make an award based on all or partial elements of the RFP. Omnitrans will make an award or multiple awards to the responsive and responsible Proposer(s) offering the most advantageous contract terms.

10. COMPENSATION

Except as provided under the terms of this Agreement, the not-to-exceed amount is the maximum compensation to be paid for the completion of all services rendered by the successful Contractor plus travel expenses with a 15% cap for each engagement/recruitment and in compliance with Attachment A as specified in the Bid Pricing Form. Any costs incurred in excess of the not-to-exceed amount without a prior written change order shall not be considered reimbursable costs hereunder. The established flat fixed-fee detailed in the successful Contractors’ pricing proposal shall be fixed for the term of the Agreement, unless amended under the terms of the Agreement.



RFP-HR10-5


11. STANDARD OF CARE

Contractor's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

End of Section I

SECTION II

SCOPE OF WORK



RFP-HR10-5


SECTION II

SCOPE OF WORK

1. OVERVIEW

Omnitrans wishes to procure the service of a firm to recruit, screen and recommend candidates for the CEO/General Manager position. The vendors must be able to demonstrate a specialization in placement within the mass transit industry. This contract will result in a twelve-month contract. Offerors shall bear all costs associated with the development and delivery of an integrated sourcing strategy. This strategy will be geared toward finding, attracting and stimulating the best-qualified candidates to reply to Omnitrans’ recruitment needs and career opportunities.

2. TASKS

The process will be acted on and controlled by the Omnitrans Board of Directors. The search shall result in a broad, diverse pool of candidates. As the Board has decided to outsource this recruitment, the firm chosen shall assist the Board in parts or all of the phases of the search. The outline for services the consultant is expected to perform may include such tasks as:

• Assist in development of characteristics and qualifications needed in the next CEO/General Manager.

• Advise on type of selection process to use.

• Prepare advertisements and brochure.

• Produce guidance in establishing appropriate internal and external communications.

• Provide clerical assistance for receipt of applications and letters to applicants.

• Screen applicants.

• Recruit candidates to supplement the pool. Identify venues that represent solid targets for prospective candidates.



RFP-HR10-5


• Investigate and evaluate candidates. Prepare and submit detailed written comments for each interviewee including an informed assessment of their suitability and enthusiasm for the position;

• Work with the Board and/or screening committee during discussions of candidates.

• Assist Board and /or screening committee in preparing for interviews.

• Conduct reference checks and verify business credentials of the finalists - report information.

• Recommend finalists for interviews with the search committee by preparing a slate including comparative remarks.

• Provide support in scheduling and conducting interviews with finalists to ensure that comparable information is obtained from each candidate interviewed and the Agency has a common set of criteria for evaluating finalists.

• Be available for general consultation by phone.

• Advise the Board on contract issues, assist with final selection, and help the Board establish expectations between Board and CEO/General Manager.

• If any hired job candidate does not complete a full year of employment with the Agency, the firm shall be required to re-perform the work and present a suitable replacement at no additional cost to Omnitrans.

Once resumes of qualified candidates are obtained, these candidates shall be e-mailed an invitation to respond to the position. These qualified candidates shall be required to complete and submit an official Omnitrans employment application. Employment applications will be provided by Omnitrans or they can be obtained by the qualified candidate being directed to our company website, http://www.omnitrans.org. Qualified candidates communications in various formats (telephone, e-mail, etc.) will be conducted and maintained on a daily basis until position is filled.

3. MINIMUM QUALIFICATIONS OF OFFERORS

A. Experience:

Proposals must demonstrate the history and track record of the offeror in the successful placement of experienced senior management and executive level personnel within complex, labor and asset-intensive mass transit organizations in positions involving substantial managerial and technical complexity. There is a

http://www.omnitrans.org/



RFP-HR10-5


preference for firms that have executive placement experience with organizations that provide public services in the areas of commuter bus or light or heavy rail. Proposals should profile specific strategies, forums, transit related resource publications and organizations, such as the American Public Transportation Association (APTA), that the Offeror utilizes to identify transit officials and track their availability.

B. References:

Proposals must list all of the high level mass transit industry placements made over the last (5) years at medium to large size transit properties and, at a minimum, must demonstrate that they have successfully accomplished at least four (4) such placements within the past three (3) years. Proposals must identify the positions that were filled, the hirees, placement dates, the hiring organizations and contract persons and telephone numbers for each hiring organization.

C. Project Management Experience:

The proposal shall identify the staff and include the resumes of staff assigned as Project Manager and Project support for search projects under this contract. Technical proposals should include resumes and a profile of successful placements of a comparable nature, by the project team. Proposals must demonstrate that, AT A MINIMUM, the Project Manager has directly orchestrated at least three (3) successful transit industry executive placements within the last two (2) years. Proposals must identify the positions that were filled, the hirees, placement dates, the hiring organizations and contact persons and telephone numbers for each hiring organization.

4. DIVERSITY

Offers must demonstrate a successful history of conducting executive searches that were specifically designed to include the identification of available minority and female executive resources. Offerors must profile, in detail, their methodology and strategies for incorporating diversity into their searches as well as attach an example of an Affirmative Action reporting document. Proposals should profile specific strategies and list the transit related resource publications, forums and organizations, such as The Conference on Minority Transportation Officials (COMPTO), that are utilized to identify minority and female transit executives and track their availability. Also, proposals should include a list of high level minority and female management placements that were successfully



RFP-HR10-5


placed in the mass transit industry within the last three (3) years. Proposals must identify the positions that were filled, the hirees, placement dates, the hiring organizations and contact persons and telephone numbers for each hiring organization.

5. SEARCH CAPACITY AND TURN AROUND TIME

Proposals must demonstrate the ability of the Offeror’s project team to complete search assignments of this complexity within short turn-around periods. Offerors must also demonstrate the availability of an appropriate level of recruiting, research and administrative staff that are capable of successfully pursuing and completing multiple, complex search assignments for Omnitrans simultaneously.

6. PROPOSED TIME LINE

A. August 12, 2009 – September 12, 2009 [2-4 weeks]

Develop the brochure and understanding of the Agency’s organization’s needs and the position to be filed.

B. September through November 06, 2009 [30-60 days]

Advertise

C. September 12, 2009 –November 6, 2009 [45 days]

Identify potential candidates to interview and make contact with them. Candidates shall be screened either by telephone or personal interviews to identify those who are interested and appear promising. It’s important to note that throughout this process, Omnitrans is kept informed and is working jointly with the firm to determine which persons are the most promising candidates and who might be selected for interviews.

D. November 10, 2009

Present at least twelve candidates to Omnitrans for initial review. The Board Committee may, with the firm, reduce the twelve down to four candidates for the final interview.



RFP-HR10-5


E. Week of November 16, 2009

Final Interviews; the firm shall also provide written documentation on the experiences and strengths of each person to be interviewed, including their:

• Experience level and significant achievements relative to the position

• Education and Background

• Personal strengths and weaknesses with respect to the position

• Perceived cultural fit

• Interest in the position

• Remuneration and financial Expectations

The Board committee may wish to have the firm member participate in the final interviews. This, however, is an option up to the committee but, if done, it may serve to help Omnitrans in the final evaluation process. It is Omnitrans’ desire to have the final candidates known to us for the December 2, 2009 Board Meeting and to make a contingent offer.

F. December 2, 2009

Board Committee will recommend the final two candidates to the Full Board for the decision.

G. Completed by December 30, 2009

a. The final step is to select the preferred candidate and begin negotiations. The Board committee may want the firm acting as an objective professional third party to conduct or participate with the committee in this process.

b. Prior to the candidate’s final selection, the firm shall complete an extensive review of the person’s background and reputation. The firm shall make every effort to ensure that the Omnitrans will not have any major unpleasant surprises later on regarding the candidates past.

End of Section II

SECTION III

GENERAL CONTRACT TERMS



RFP-HR10-5


SECTION III

GENERAL CONTRACT TERMS

1. JOINT OFFERS

Where two or more Proposers desire to submit a single proposal in response to this RFP, the firms should do so on a prime-subcontractor basis rather than as a joint venture. Omnitrans intends to contract with a firm or firms and not with multiple firms doing business as a joint venture.

2. INDEMNIFICATION

The Proposer guarantees and agrees to indemnify, defend and hold harmless Omnitrans and its officers, agents and employees against any or all loss, liability, damages, claims or costs arising out of defective material and products, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable local, state or federal codes, ordinances, orders or statutes including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. The guarantee is an addition to and not intended as a limitation on any other warranty, expressed or implied.

3. OWNERSHIP OF WORK

All reports, designs, drawings, plans, specifications, schedules, permits, inspection and other materials prepared, or in the process of being prepared, for the services to be performed by the Contractor shall be and are the property of Omnitrans. Omnitrans shall be entitled to access to and copies of these materials during the progress of the work. Any such materials remaining in the hands of the Contractor or in the hands of any subcontractor upon completion or termination of the work shall be immediately delivered to Omnitrans. If any materials are lost, damaged or destroyed before final delivery to Omnitrans, the Contractor shall replace them at its own expense and the Contractor assumes all risk of loss, damage or destruction of or to such materials. Contractor may retain a copy of all materials procured under this Agreement for its use in its general business activities.

4. CONFIDENTIALITY

Any Omnitrans materials to which the Contractor or its agents or assigns has access or materials prepared by the Contractor during the course of this Agreement shall be held in



RFP-HR10-5


confidence by the Contractor, who shall exercise all reasonable precautions to prevent the disclosure of confidential information to anyone except the officers, employees and agents of the Contractor as necessary to accomplish the rendition of services set forth under this Agreement. Contractor shall not release any reports, information of promotional materials prepared in connection with this Agreement, whether deemed confidential or not, without the approval of the Omnitrans' Director of Human Resources.

5. USE OF SUBCONTRACTORS

Contractor shall not subcontract any services to be performed by it under this Agreement without the prior written approval of Omnitrans, except for service firms engaged in drawing, reproduction, typing and printing. Contractor shall be solely responsible for reimbursing any subcontractors and Omnitrans shall have no obligation to them.

6. ASSIGNMENT

Contractor may not assign or sublet this Agreement or payments thereunder without first obtaining permission in writing from Omnitrans, and then only subject to the provisions of this Agreement.

7. OMNITRANS WARRANTIES

Omnitrans makes no warranties, representations or agreements, either express or implied, beyond such as are explicitly stated in this Agreement.

8. TERMINATION

Omnitrans may terminate this Agreement at any time by giving the Contractor thirty (30) calendar days written notice. Notice of termination shall be by certified mail. Upon termination, the Omnitrans shall pay the Contractor its allowable costs incurred to date of termination and those costs deemed necessary by Omnitrans to effect termination. In the event that the Contractor at any time during the entire term of this Agreement breaches the requirements or conditions of the Agreement, and does not within ten (10) calendar days of receipt of notice from Omnitrans cure such breach or violation, Omnitrans may immediately terminate this Agreement and shall pay the Contractor only its allowable costs to date of termination. If the Contractor does not cure such breach or violation within ten days, Omnitrans may terminate this Agreement immediately for any subsequent breach or violation without any notice to the Contractor.



RFP-HR10-5


9. EQUAL EMPLOYMENT OPPORTUNITY

In connection with the performance of this Agreement the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, disability or national origin. The Contractor shall take affirmative actions to insure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, disability or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor further agrees to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials.

10. DISADVANTAGED BUSINESS ENTERPRISES (DBE) REQUIRED

A. Website References: U.S. DOT, http://osdbuweb.dot.gov/business/dbe/index.html; California Unified Certification Program, http://www.dot.ca.gov.bep/ucp.htm.

B. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The agency's overall goal for DBE participation is 7%. A separate contract goal has not been established for this procurement.

C. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as Omnitrans deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).

D. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance.

E The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after



RFP-HR10-5


the contractor's receipt of payment for that work from Omnitrans. In addition, the contractor may not hold retainage from its subcontractors.

F. The contractor must promptly notify Omnitrans, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of Omnitrans.

G. DBE Participation. To be considered for this BID, proof of DBE certification from an approved California Unified Certification Program (CUCP) certifying agency must be submitted with the bid.

H. Omnitrans encourages a representative utilization of DBE subcontracts. Financial institutions should be considered as subcontractors.

I. Bidders List Information. Since Omnitrans has a contractual responsibility to the FTA to develop a Bidders List that contains the following information, all bidders must supply it for each firm, including both DBEs and non-DBEs, that bid or quote on sub-contracts for this project:

1) Firm Name

2) Firm Address

3) Firm Status as a DBE or Non-DBE

4) Age of Firm

5) Annual Gross Receipts of the Firm

11. CONFLICT OF INTEREST

Depending on the nature of the work performed, a contractor of Omnitrans is subject to the same conflict of interest prohibitions established by the Federal Transit Administration and California law that govern Omnitrans employees and officials (Cal. Gov't Code Section 1090 et seq. and Cal. Gov't Code Section 87100 et seq.). During the proposal process or the term of the Agreement, Contractor may be required to disclose its financial interests.



RFP-HR10-5


12. FEDERAL REQUIREMENTS

This project may be financed in part by funds from the Federal Transit Administration. Accordingly, federal requirements apply to this contract and if those requirements change then the changed requirements shall apply to the project as required.

13. TITLE VI COMPLIANCE

During the performance of this Agreement, the Contractor shall comply with the Regulations relative to nondiscrimination in federally-assisted programs of the Department of Transportation Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time which are incorporated by reference and made a part of this contract.

14. ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES

Contractor agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. Sections 12101 et seq. and 49 U.S.C. Section 322; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 794; Section 16 of the Federal Transit Act, as amended, 49 U.S.C. app. Section 1612; and implementing regulations, as may be amended.

15. INTEREST OF MEMBERS OF OR DELEGATES TO CONGRESS

No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising from it.

16. CONSERVATION

Contractor shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. Section 6321 et seq.).

17. PATENT RIGHTS

If any invention, improvement or discovery of Contractor is conceived or first actually reduced to practice in the course of or under this Agreement which invention, improvement or discovery may be patentable under the Patent Laws of the United States or any foreign country, Contractor shall immediately notify Omnitrans and provide a



RFP-HR10-5


detailed report. The rights and responsibilities of Omnitrans, Contractor and the federal government with respect to such invention will be determined in accordance with applicable federal laws, regulations, policies and any waivers thereof.

18. RIGHTS IN DATA

A. All technical communications and records originated or prepared by Contractor pursuant to this Contract including papers, reports, charts, computer programs, and other documentation, but not including Contractor's administrative communications and records relating to this Contract must be delivered to and will become the exclusive property of Omnitrans and may be copyrighted by Omnitrans.

B. The ideas, concepts, expertise, or techniques relating to data processing, developed during the course of this Contract by Contractor or jointly by Contractor and Omnitrans must be used only in accordance with the FTA’s requirement.

C. All inventions, discoveries or improvements of the computer programs developed pursuant to this Contract will be the property of Omnitrans. Omnitrans agrees to grant a nonexclusive royalty-free license for any such invention, discovery, or improvement to Contractor or any other such person and further agrees that Contractor or any other such person may sublicense additional persons on the same royalty-free basis.

D. This Contract will not preclude Contractor from developing materials outside this Contract which are competitive, irrespective of their similarity to materials which might be delivered to Omnitrans pursuant to this Contract.

19. WARRANTY

The Contractor guarantees and warrants that all work performed and/or items supplied under the Agreement shall conform to the Technical Specifications and all other requirements.

20. DAMAGES

All loss or damage arising from any unforeseen obstruction or difficulties, either natural or artificial, which may be encountered in the prosecution of the work, or the furnishing of the supplies, materials or equipment, or from any action of the elements prior to the final acceptance of the work, or of the supplies, materials or equipment, or from any act



RFP-HR10-5


or omission not authorized by the Agreement on the part of the Contractor or any agent or person employed by it shall be sustained by the Contractor.

21. PROTECTION AND SAFETY

Contractor shall comply with all applicable federal, state, county and other appropriate standards, laws, safety codes, rules and regulations and the oral or written instructions of Omnitrans’ representative pertaining to protection of Omnitrans’ property and the safety and protection of all persons in or about the site of the Work. Contractor alone shall be responsible for any damage or injury to any person or property resulting from Contractor’s failure to maintain adequate safeguards against the occurrence of accidents, injuries or damages at the site of the Work.

22. ENVIRONMENTAL AND SAFETY AND HEALTH STANDARDS COMPLIANCE

Contractor shall comply with applicable environmental statures, regulations, guidelines in performing the work under this Agreement. The Contractor shall also comply with applicable Occupational Safety and Health standards, regulations, and guidelines in performing the work under this Agreement.

23. INDEPENDENT CONTRACTOR

Contractor is and shall be an independent contractor and neither Contractor nor any persons employed by Contractor in connection with work for Omnitrans shall under any circumstances be or be deemed to be the agent, servant or employee of Omnitrans.

24. ADVERTISING

Contractor agrees not to use the name of Omnitrans or to quote the opinion of any of Omnitrans’ employees in any advertising without obtaining the prior written consent of Omnitrans’ Director of Human Resources.

25. ASSIGNMENT AND DELEGATION

The Contractor shall neither delegate any duties or obligations under this Agreement nor assign, transfer, convey, sublet or otherwise dispose of the Agreement or its right, title or interest in or to the same, or any part thereof, without previous consent in writing of the Omnitrans’ CEO/General Manager.



RFP-HR10-5


26. WAIVER OF CONDITIONS

The waiver of any provision, term or condition in this Agreement by Omnitrans on any particular occasion shall not constitute a general waiver of provision, term or condition, or a release from the Contractor’s obligation to otherwise perform or observe such condition or any other term or condition of this Agreement.

27. GOVERNING LAW

The Agreement hereunder shall be governed by the laws of the State of California.

28. SEVERABILITY

If any part of this Agreement is declared invalid by a court of law, such decision will not affect the validity of any remaining portion, which shall remain in full force and effect.

29. REMUNERATION

All invoices submitted by Contractor shall be job specific and shall reference the relevant contract and/or purchase order number, and include labor hours and skill levels, and name of Omnitrans’ designated Project Manager.

A. Invoices must:

1. Be submitted on the letterhead of the applicable media;

2. Identify any discounts which will benefit Omnitrans;

3. Identify any net balance due Contractor or Omnitrans; and

4. Invoices will be submitted in duplicate by Contractor and shall include:

5. Contract and Purchase Order Number;

6. Period of Performance covered by Invoice;

7. Contractor’s Letterhead;

8. Contractor’s Signature;

9. Copies of Project Manager’s written approval of estimated costs and or;

10. Actual Work completed.



RFP-HR10-5


30. MODIFICATIONS IN THE SPECIFICATIONS AND SCOPE OF WORK

A. Modifications to the Specifications and or Scope of Work

1. Omnitrans may, from time to time, make changes to the Specifications and or Scope of Work under the Contract, through a Change Order.

2. A Change Order shall not modify the overall purpose of the Contract.

3. At any time during the term of the Contract, Omnitrans may order Additional Services to be performed by the Contractor by a Change Order.

4. Additional Services are defined as services that were not contained in the Contract and are determined by Omnitrans to be necessary, and where a reasonable relationship to the services originally described in the Contract exists.

5. Contractor shall not be entitled to make any changes in the services or perform any Additional Services unless authorized, in advance, by written Change Order.

6. Contractor shall continue performance of the Scope of Work as modified by the Change Order upon receipt of a Change Order approved by Omnitrans.

7. Contractor and Owner hereby agree and acknowledge that execution of the Change Order constitutes a mutual accord and satisfaction as to the work covered hereby. Contractor specifically waives and releases: any and all claims; rights or interest; including, but not limited to, those for: impact; disruption; loss of efficiency; “ripple”; other extraordinary; or consequential costs, arising directly or indirectly out of the work described in this Change Order, except as specifically included herein.

B. Authorization of Additional Work

1. Authorization to make changes to the Specifications and or Scope of Work under the Contract shall be completed through a written Change Order.

2. Persons authorized to make those changes will exclusively be:

a) Contractor: the person whose duly authorized signature appears on the PROPOSAL documents and has authority to legally bind the firm;

b) Omnitrans: CEO/General Manager.

3. Either Omnitrans or Contractor may designate other persons as agreed upon in writing or as designated herein.



RFP-HR10-5


4. For the purposes of this contract, temporary work ordered for special occasions that is not meant to affect the overall purpose and intent of this contract will be issued by Omnitrans under a separate contract and or purchase order. Any such additional work will be under the terms and conditions of that contract or purchase order, but may reference any portions of this contract.

C. Price Adjustments

1. Any change in the contract that causes an increase or decrease in cost to Omnitrans, or the time required for the performance of the contract, must be approved as prescribed herein.

2. An equitable adjustment in the compensation and schedule will be made upon an approved Change Order, which shall be incorporated, into the Contract by reference.

3. Contractor shall be liable for all costs resulting from, and or for satisfactorily correcting, any specification change not properly ordered by written modification to the contract and signed by the Contracting Officer.

4. Except as otherwise expressly provided in the Contract, when costs are a factor in any determination of a contract price adjustment, such costs shall be in accordance with the applicable cost principles of Subpart 31.2 of the Federal Acquisition Regulations (FARs) in effect at the onset of the Contract.

31. INSURANCE REQUIREMENTS

A. General Requirements for Contractor

1. Procure prior to commencement of the services required under this contract and maintain for the duration of the contract at its own expense, insurance of the kinds and in the amounts as indicated below;

2. Provide Omnitrans with valid original certificates of insurance, showing Omnitrans as an additional insured;

3. Deductibles or Self-Insured Retention (SIR) must be declared to and approved by Omnitrans. At the option of Omnitrans, either: the insurer shall reduce or eliminate such deductibles or SIR or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

B. Other Insurance Provisions



RFP-HR10-5


1. General Liability and Automobile Liability

Policies are to be endorsed to contain, the following provisions:

a) Omnitrans, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations of the scope of protection afforded Omnitrans, its officers, officials, employees, agents, and volunteers.

b) For any claims related to this project, Contractor’s insurance coverage shall be primary insurance as respects Omnitrans, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by Omnitrans, its officers, officials, employees, agents, and volunteers shall be excess of Contractor’s insurance and shall not contribute with it.

c) Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

d) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to Omnitrans.

2. Care, Custody, and Control

Contractor shall insure any Omnitrans property while under its Care, Custody, and Control according to the requirements listed in the insurance coverage required.

C. Acceptability of Insurers

Insurance companies shall be State of California admitted or approved and have a current A.M. Best’s rating of no less than A.

D. Verification of Coverage

1. Contractor shall furnish Omnitrans with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All



RFP-HR10-5


endorsements are to be received and approved by Omnitrans before work commences.

2. Contractor’s insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

3. In lieu of purchasing insurance and providing original endorsements and or certificates of insurance, the Contractor may provide proof of self-insurance; such proof must be to the satisfaction of Omnitrans.

E. Subcontractors

Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

F. Notification of Terminated Insurance

Insurance shall not be terminated or expire without thirty (30) days written notice, and are required to be maintained in force until completion of the contract.

G. Minimum Insurance Coverage Requirements: 1) General Liability: $1,000,000; per occurrence for bodily injury,

personal injury and property damage liability; Omnitrans Additional Insured or,

2) Comprehensive General Liability including Products/Completed Operations: $1,000,000; per occurrence for bodily and property damage liability and $2,000,000 aggregate; Omnitrans Additional Insured.

3) Comprehensive Automobile Liability: $1,000,000; per occurrence for bodily and property damage liability and aggregate; Omnitrans Additional Insured.

4) Professional Liability: $1,000,000; per occurrence and aggregate.

5) Workers’ Compensation: statutory limits or,

6) Self Insurance Program: a State Approved program in an amount and form that meets all applicable requirements of the Labor Code of the State of California.

7) Employer’s Liability: $1,000,000; per occurrence.

8) Environmental Liability: $1,000,000; per occurrence and aggregate; Omnitrans Additional Insured.



RFP-HR10-5


End of Section III

PART II OF II

FORMS

REQUEST FOR PROPOSALS RFP-HR10-5


OMNITRANS 1700 WEST FIFTH STREET

SAN BERNARDINO, CA 92411-2499 (909) 379-7122

(909) 379-7322 FAX



RFP-HR10-5 CEO/GENERAL MANAGER RECRUITMENT

FORMS

SUBMISSION OF FORMS

1. If a qualifier, i.e. (Required >$100,000) follows the title of the form, then submit that form only if the PROPOSAL meets that requirement.

2. Duplicate forms as necessary. 3. Submit Only Those Forms that are checked, unless required elsewhere in the RFP.. 4. Submit the following at the Time of Proposal Submission:

1) Bid Form; Complete, Signed And Notarized.

2) Acknowledgment of Amendments; Complete and Signed.

3) Buy America Certificate; Complete and Signed, if value is over $100,000.

4) Current Client References (5); Complete and Signed.

5) Certification Not on Ineligible Parties List; Complete and Signed.

6) Affidavit of Non-Collusion; Complete, Signed and Notarized.

7) Request for Information, Clarifications, Recommendations, Approved Equals

8) List of Subcontractors having greater than one-half of one percent (0.5%) share of the total contract.

9) Copies of Financial statements for the past two years and a current credit rating (e.g., Dun & Bradstreet).

10) Bid Guarantee (5% of bid price) for projects over $100,000.

11) Letter from Surety indicating willingness to provide bonding.

12) Proposed DBE Participation (Optional)

13) Bidders List Information

14) Debarment, Suspension and Other Responsibility. Required of each bidder and proposed subcontractor having greater than $25,000 share of the bid. Complete and signed by chief legal counsel.

15) Restrictions On Lobbying (Prime) One (1) form required of each Proposer and proposed subcontractor having greater than a $100,000 share of the Proposal.

6. Submit the following Required Forms at the Time of Contract Award A. Proof of Licenses. As required by law, in addition to contract

requirements. Must be California approved, valid, showing expiration dates and license numbers. These include, but are not limited to (Only those items checked):



RFP-HR10-5 CEO/GENERAL MANAGER RECRUITMENT

FORMS

SUBMISSION OF FORMS (CONTINUED)

i. Sales or Services: computer, etc. ii. Business: authorized by the city wherein business is to be

conducted. iii. Drivers: within classification, required, valid, etc. iv. Others: any not mentioned herein, but required by industry

standards, required by law, by requirements of this contract.

B. Insurance Certificate (Proof) must meet the requirements in the Request for Proposals. If the Insurance Certificate is submitted with the Proposal, the Notice to Proceed can be issued sooner. Failure to submit this may result in contract award annulment.


SAN BERNARDINO, CALIFORNIA 92411-2499 RFP-HR10-5

CEO/GENERAL MANAGER RECRUITMENT FORMS

NOTICE INVITING PROPOSAL OR QUOTATION REPLY (REQUIRED)

Failure to return this form will result in your firm being removed from the Omnitrans Proposal list and your firm may not receive a Proposal Document. Send this form via mail or fax to:

Omnitrans Christine Van Matre, Contracts Specialist 1700 West Fifth Street San Bernardino, CA 92411 Phone: (909) 379-7122 Fax: (909) 379-7322 Proposal Item Number: RFP-HR10-5 Proposal Title: CEO/General Manager Recruitment Proposal Deadline: No Later than July 15, 2009, 3:00 p.m. PDT

1. NO PROPOSAL. Indicate any of the following. We: Do NOT desire to be retained on the vendor list. Desire to be retained on the vendor list, but decline to Proposal based on the following:

Cannot comply with specifications, Explain: Cannot meet delivery requirements, Explain: Do not regularly provide above requirements Other, Explain:

2. PROPOSAL DOCUMENT REQUEST. Indicate one of the following. No copy required, we have the RFP. Just send us any amendments.

Hardcopy Standard U.S. Mail $.00 Pick Up $.00 E-mail Requested Pick Up Date Time:

Proposer’s Company Name

Legal Structure (corp./partner/proprietor) Principle Office Address

City, ST, Zip Phone Number

Fax Number E-Mail

Federal Employer Identification Number Title of Person Authorized to Sign

Print Name of Person Authorized to Sign

Date Signed and Authorized Signature




PROPOSAL PRICING FORM

Item No. DESCRIPTION FIRM FIXED PRICE

1. Fee for full executive search services $ _____________

2. Payment terms/guarantee policy Attach to proposal pricing form

3. Please note that all expenses related to travel will follow the guidelines under Attachment A –

Omnitrans Travel and Expense Guidelines. All expenses must be pre-approved by Omnitrans.

15% cap for each engagement/ recruitment for all expenses related to travel.

Proposers are REQUIRED to fill out all line items listed above. All portions of the Proposal Pricing Form must be completed. All Proposers failing to complete EACH of the aforementioned line items will be eliminated from further consideration. Incomplete forms will be considered non-responsive and may result in disqualification from the Proposal process. The undersigned agrees to provide the requirements of this Procurement by the dates listed in Section I.

Proposer’s Company Name Subscribed and sworn to before me this

(corp./partner/proprietor) day of 2009

Principle Office Address

City, ST, Zip

Phone Number

Fax Number Notary Public Signature

E-mail Number

Federal Employer I.D. Number

Title of Person Authorized to Sign

Print Name Authorized to Sign

Authorized Signature

Date Signed Commission Expires




ACKNOWLEDGMENT OF AMENDMENTS (REQUIRED)

Submit this form with the PROPOSAL, failure to do so is grounds for disqualification.

The Proposer acknowledges the receipt of amendment(s) to this PROPOSAL as numbered and dated:

Amendment No. 01 Date











Legal Structure (corp./partner/proprietor)


City, ST, Zip

Phone Number

Fax Number

E-Mail

Federal Employer Identification Number







AFFIDAVIT OF NON-COLLUSION (REQUIRED)

Submit this form with the PROPOSAL, failure to do so is grounds for disqualification. I hereby swear (or affirm) under penalty of perjury that:

1. I am the Proposer (if the Proposer is an individual), a partner in the Proposal (if the Proposer is a partnership), or an officer or employee of the Proposing corporation and have authority to sign on its behalf (if the Proposer is a corporation);

2. The Proposer has independently produced the attached Proposal(s) without collusion, agreement, understanding or planned common course of action, with any other source, that would limit independent Proposing competition;

3. The contents of the Proposal(s) have not been communicated by the Proposer and or its employees and or agents to any person not an employee and or agent of the Proposer and or its surety, on any bond furnished with the Proposal, and will not be communicated to any such person prior to the official opening of the Proposal, and

4. I have fully informed myself regarding the accuracy of the statements made in this affidavit.

Proposer’s Company Name Subscribed and sworn to before me this

(corp./partner/proprietor) day of 2009


City, ST, Zip

Phone Number

Fax Number Notary Public Signature

E-mail Number

Federal Employer I.D. Number


Print Name Authorized to Sign

Authorized Signature

Date Signed Commission Expires




REQUEST FOR INFORMATION, CLARIFICATIONS, RECOMMENDATIONS, APPROVED EQUALS

Submit this form, or a form in similar format, with your requests for approved equals. Incomplete requests will be rejected. Submit your request by the due date in the Schedule.

Request #: Section #: Page # Subsection #: Paragraph #:

Clarifications, Recommendations, Approved Equal Requests (include rationale):



City, ST, Zip

Phone Number

Fax Number

E-Mail

Requestor’s Name





CURRENT CLIENT REFERENCES. FIVE (5) REQUIRED—IN ADDITION TO SPECIFIC REFERENCES IN SECTION II –“SCOPE OF WORK”

Submit this form with the PROPOSAL, failure to do so is grounds for disqualification. Company

Address City, ST, Zip

Fax/Phone Numbers Contact Name/Title

Type of Engagement Company












Type of Engagement

Proposer’s Company NameLegal Structure (corp./partner/proprietor)

Principle Office AddressCity, ST, Zip

Phone NumberFax Number

E-MailFederal Employer Identification Number

Title of Person Authorized to SignPrint Name of Person Authorized to Sign





LIST OF SUBCONTRACTORS AND DBES (REQUIRED >½ of 1% SHARE OF THE PROPOSAL)

Submit this form with the PROPOSAL, failure to do so is grounds for disqualification. One (1) form required of each Proposer and proposed subcontractor having greater than ½ of 1% share of the Proposal. Government Code § 4100 on, “Subletting and Subcontract Fair Practices Act”.

Company CL # Address

City, ST, Zip Phone Number Fax Number

Contact Name/Title Type of Engagement

Type of work to be performed Dollar value of participation DBE qualified? Yes No









Total DBE participation Dollars % of Total Contract Proposer’s Company Name

Legal Structure (corp./partner/proprietor) Principle Office Address

City, ST, Zip Phone Number

Fax Number E-Mail

Federal Employer Identification Number Title of Person Authorized to Sign

Print Name of Person Authorized to Sign Date Signed and Authorized Signature

DUPLICATE THIS FORM AS NECESSARY TO COMPLETE LIST (SIGN LAST ONE)




PROPOSERS LIST INFORMATION (REQUIRED, IF APPLICABLE) Omnitrans has a contractual responsibility to the FTA to develop a Proposers’ List that contains the following information, therefore, all Proposers MUST supply it for each firm, including both DBEs (Disadvantaged Business Enterprise) and non-DBEs, that Proposal or quote on subcontracts for this project.

Firm Name Firm Address Firm Status as a DBE or non-DBE Age of Firm Annual Gross Receipts





(DUPLICATE THIS FORM AS REQUIRED)




PROPOSED DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION (OPTIONAL)

This form must be submitted with the PROPOSAL, to have it considered during PROPOSAL evaluation. The Proposer intends to utilize the following DBE contractors on this project. Signature of participating

DBE is confirmation of willingness to participate on this project:

Company Address

City, ST, zip Phone Number

Fax Number Contact Name

Type of work to be performed Dollar value of participation

Signature of participating DBE Company

Address City, ST, zip

Phone Number Fax Number

Contact Name Type of work to be performed

Dollar value of participation Signature of participating DBE

Company Address

City, ST, zip Phone Number

Fax Number Contact Name

Type of work to be performed Dollar value of participation

Signature of participating DBE Company

Address City, ST, zip

Phone Number Fax Number

Contact Name Type of work to be performed

Dollar value of participation Signature of participating DBE




DEBARMENT, SUSPENSION, & OTHER RESPONSIBILITY MATTERS (REQUIRED >$25,000)

Submit this form with BID, failure to do so is grounds for disqualification. One (1) form required of each bidder and subcontractor having greater than a $25,000 share of the bid. U.S. Code, Title 31, § 6101 note and U.S. DOT regulations on “Debarment and Suspension,” 49 C.F.R. Part 29. The Participant (the bidder and potential contractor or potential subcontractor for a third party contract) certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily

excluded from covered transactions by a Federal department or agency; 2. Have not within a three-year period preceding this bid been convicted of or had a civil judgment

rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and

4. Have not within a three-year period preceding this application/bid had one or more public transactions (Federal, State, or local) terminated for cause or default.

An explanation must be attached to this certification regarding any exception(s). The Primary Participant certifies that it has authority under State and local laws to comply with the subject assurances, the truthfulness and accuracy of the contents of this certification, any attached explanation submitted herewith, understands the applicability of 31 U.S.C. Sections 3801 Et. Seq. and that this certification has been legally made.

Bidder’s Company Name

Legal Structure (corp./partner/proprietor)

Select One Prime or Subcontractor (submit after award)


City, ST, Zip

Phone Number

Fax Number

E-Mail

Federal Employer Identification Number







NOT ON EXCLUDED PARTIES LIST OF INELIGIBLE CONTRACTORS (REQUIRED)

Submit this form with the PROPOSAL, failure to do so is grounds for disqualification.

The Proposer certifies that it is NOT on the list of ineligible firms for federally financed and assisted construction, materials, equipment contracts or services.


Legal Structure (corp./partner/proprietor)Principle Office Address

City, ST, ZipPhone Number

Fax NumberE-Mail

Federal Employer Identification NumberTitle of Person Authorized to Sign



ATTACHMENT “A”

OMNITRANS TRAVEL AND

EXPENSE GUIDELINES

RFP-HR10-5





OMNITRANS TRAVEL AND EXPENSE GUIDELINES

All invoices shall include an itemized listing supported by copies of the original bills, invoices, expense reports and miscellaneous supporting data.

All travel submitted for reimbursement either to Los Angeles/Ontario or from Los Angeles/Ontario to other locations, shall have approval by OMNITRANS’ Project Manager.

Time for travel will not be reimbursed except for travel during normal business hours.

A. Auto Mileage

Auto mileage will be reimbursed at the current IRS approved mileage rate.

B. Air Travel

Air fares will be reimbursed based on the most direct route at coach class travel rates. Upgrading (coach to a higher class) of airline tickets will only be reimbursed when approved, and only when the business schedule requires immediate travel, and only higher class seats are available. The downgrading (exchange) of any airline ticket, where the Contractor receives financial or personal gain, is not permitted. If a trip is postponed, reservations should be cancelled immediately.

Travel arrangements should be made as early as possible (preferably three weeks) to take advantage of advanced reservation rates.

C. Combining Business Travel with Personal Travel

The Contractor’s employees may combine personal travel with OMNITRANS business only if the personal travel does not increase the cost to OMNITRANS. Arrangement for personal travel should be handled by the Contractor’s employee. OMNITRANS will not manage personal travel.

D. Air Travel Insurance

OMNITRANS does not pay for air travel insurance.

E. Accommodations

OMNITRANS will reimburse hotel room fees at the governmental rate. OMNITRANS may reimburse hotel room fees at the standard rate based on single room occupancy in cases where a government rate is not available. OMNITRANS will provide a letter to the Contractor which authorizes hotels to provide rooms at a government rate. This authorization only applies to OMNITRANS business travel.





F. Laundry

Laundry and dry cleaning charges will only be paid if a Contractor’s employee is on travel for OMNITRANS for a period in excess of six (6) consecutive days.

G. Entertainment

OMNITRANS will not pay for the rental of premium channel movies, use of health club facilities or other forms of entertainment.

H. Meals

Meals will be reimbursed based on the actual cost up to a maximum of $40.00 per day of travel, with no more than $25.00 for individual meals. Receipts are required for all meals. In order to be reimbursed, meal receipts (itemized if possible) in the form of receipts, credit card receipts, or cash register tape must be submitted. OMNITRANS will not pay for alcoholic beverages.

In lieu of itemizing meal expenses and submitting receipts, the Contractor’s employees may claim the standard $26.00 per diem for the duration of the travel.

I. Telephone Usage

The Contractor’s employees shall submit documentation regarding all telephone calls charged to OMNITRANS. Documentation must include the name of the party being called and the purpose of the call. OMNITRANS shall allow one business call upon arrival and one call prior to departure. OMNITRANS will not pay for additional business calls unless directly related to the Contract. Personal telephone calls are not reimbursable unless the Contractor’s employee is on travel for OMNITRANS for more than three consecutive days. In this case, the cost of a call shall not exceed $5.00 and one call is permitted every other day.

J. Parking and Ground Transportation

Pubic transportation should be used whenever possible; however, if necessary, rental car expenses including gas will be reimbursed for authorized travel only. Cab fare (on a shared basis whenever possible) is reimbursable. Receipts shall be required to document all parking charges as well as other ground transportation charges.

The Contractor’s employees shall rent the lowest automobile classification appropriate for the size or purpose of the group using the vehicle.

1-2 Travelers Compact 3 Travelers Medium/Intermediate 4-5 Travelers Full Size/Standard Equipment 6+ Travelers Van

The Contractor’s employees must fuel rental automobiles prior to turn-in.





K. General Parking

The Contractor’s employees should take advantage of “Early Bird Parking” whenever possible. Parking expense incurred while conducting OMNITRANS business is reimbursable.

L. Tolls and Fees

Transportation related toll charges incurred while on OMNITRANS business is reimbursable.

M. Baggage Handling

Baggage handling service fees within or outside the Los Angeles/Ontario region are reimbursable at standard reasonable rates.

N. Other Business Expenses

Supplies, equipment rental reprographics, and facsimile related expenses may be reimbursed when traveling on OMNITRANS business. Such expenses shall be billed at cost.

O. Non-Allowable Expenses

OMNITRANS will not provide any reimbursement for personal entertainment expenses, alcoholic beverages, travel expenses for family members, use of health club facilities, movies in hotels, personal items, charitable contributions, etc.

P. Other Source of Information

Information not addressed herein regarding the allowability of cost reimbursement expenses is contained in the Federal Acquisition Regulations.

July 8, 2009

RE: AMENDMENT NO. 1; RFP-HR10-5, CEO/GENERAL MANAGER RECRUITMENT Questions & Responses; Attachment E

Dear Bidder:

Omnitrans participates in fair and open competition when contracting for requirements of the agency as dictated by the Federal Transit Agency (FTA). As such, Omnitrans provides all prospective bidders on a particular contract with identical information at the same time as practicably possible.

This Amendment results from requests for clarification and additional information by bidders regarding the above-referenced RFP. Each request or question is listed on the following page(s) with Omnitrans’ response. Like requests and/or questions were consolidated for brevity and clarity.

This Amendment becomes a part of the original proposal package and as such, shall become part of the resultant contract with the successful bidder. All other information included in the original proposal is not altered by this Amendment; only the amended portions are affected.

This amendment must be acknowledged in the space provided on the form in Part II entitled Acknowledgment of Amendments; failure to do so is grounds for disqualification.

Communications must be directed to the Contracts Specialist during the procurement phase of the RFP, unless an alternate contact is authorized by the Contracts Specialist. This is to ensure an equitable exchange of information and prevent bias between Omnitrans and all potential bidders. You may reach the Contracts Specialist, Christine Van Matre, by phone at (909) 379-7122 or fax at (909) 379-7322 or email at [email protected].

Sincerely,

Christine Van Matre Christine Van Matre Contracts Specialist

AMENDMENT NO. 1, RFP-HR10-5, CEO/GENERAL MANAGER RECRUITMENT Page 2

QUESTIONS & RESPONSES Question 1: Our normal fee is based on the first year’s compensation, which is usually base pay plus guaranteed bonuses. If you prefer, we can provide a flat rate if you have an idea of what the first year’s compensation for this position might be. Omnitrans’ Response: The range is $160,000 up to $220,000. Question 2: We also provide compensation studies. Please let us know if you would like us to include that as part of our services. Omnitrans’ Response: Please keep the scope of work as the primary quote. You may quote additional services that you offer, but it should be as a separate optional line item in the proposal. Question 3: On Page 3, #6 under the Qualifications & Past Experience Evaluation Criteria, it indicates that the submitting firm must demonstrate the Project Manager has directly orchestrated at least three successful transit industry executive placements within the last two years. The two principals of our firm will be serving as co-leads on this CEO/General Manager recruitment and have conducted the following transit related searches within the past two years: Executive Director, Director of Integrated Project Management and Design & Quality Assurance Manager. Do these recruitments meet the experience criteria or does our firm not possess the required amount of experience as noted in the RFP? We have conducted additional recruitments for transportation officials that precede the past two years.

Omnitrans’ Response: Yes the recruitment listed above would qualify as meeting the experience. Question 4: There is a form titled Notice Inviting Proposal or Quotation Reply (REQUIRED) on Page 31. Is this a form that needs to be submitted as soon as possible and prior to sending the proposal? Or is this a form that needs to be included in the required paperwork? This form was not on the Submission of Forms checklist that was provided.

Omnitrans’ Response: You may submit this form with your proposal. Question 5: On the Submission of Forms checklist on Page 29, we are required to send in a Bid Form (#1) that should be completed, signed and notarized. We do not find any paperwork with that title. There is a Proposal Pricing Form that needed to be notarized. Is the Proposal Pricing Form supposed to be the Bid Form? Omnitrans’ Response: Yes, the checklist on page 29, #1, should be changed to “Proposal Pricing Form”. ATTACHMENT Attachment E, Sample Contract Form, was not included in the original RFP package and is attached to this amendment.

End of Amendment No. 1

ATTACHMENT “B”

CEO/GENERAL MANAGER JOB DESCRIPTION

RFP-HR10-5





OMNITRANS JPA Contracted Position

Job Title: Chief Executive Officer/General Manager Department: Executive Office Reports To: Omnitrans Board of Directors FLSA Status: Exempt Approved By: Board of Directors Approved Date: Initial March 1976 SUMMARY Established under the Joint Powers Authority Agreement. The Chief Executive Officer shall serve at the pleasure of and upon the terms prescribed by the Board of Directors. The Chief Executive Officer shall be responsible for carrying out the policy and directives of the Board of Directors. ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned. The preparation and submission to the Board of Directors of the annual operating and capital improvement budgets as provided in Section 6 of the Joint Powers Agreement. Serve in the capacity of Secretary to the Board. The appointment, assignment, direction, supervision, and subject to the personnel rules adopted by the Board of Directors, the discipline or removal of Omnitrans employees. Advising the Board of Directors concerning all matters relating to the operation of Omnitrans and the various programs of work, promotion and expansion. Providing periodic financial reports covering Omnitrans and its operations in the manner and at the times determined by the Board of Directors. Approving for payment, under the procedure adopted by the Board of Directors, all valid demands against Omnitrans. Plans, develops and implements Agency policies and goals. Works with state and national transit associations, keeping informed on transit issues and promoting the Agency goals. Communicates with outside agencies and government organizations. Coordinates actions with outside agencies. Coordinates and prepares for Board and committee meetings.




Monitors system performance for operations, maintenance and contract services. Reviews procurement contracts. Confers with departmental directors and reviews activity, operating plans, and budget reports to determine changes in programs or operations as required. Attends to personnel matters, reviewing grievances, attendance and labor contracts. Responds to phone inquires from other agencies, board members, staff, the press, and the community. Reviews the mail and disseminates to staff for responses. Directs the communication of directives to Agency departments outlining policy, program, or operations changes to be implemented. SUPERVISORY RESPONSIBILITIES Manage departmental directors who are responsible for major Agency functions and personnel. Responsible for the overall direction, coordination and evaluation of these directors. Also directly supervises direct reports. Carries out supervisory responsibilities in accordance with the organization’s policies and applicable laws. Responsibilities include interviewing, hiring, and training employees; planning, assigning and directing work; appraising performance; rewarding and disciplining employees; addressing complaints and resolving problems. QUALIFICATIONS To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. EDUCATION and/or EXPERIENCE Bachelor’s degree (B.A.) from a four-year college or university (Master’s degree desirable) in government/public administration, business, transportation or a related field and 10+ years of middle to upper management experience in the public transportation industry or a related field are required. Position requires an individual with experience managing people, budgets and objectives. LANGUAGE SKILLS Ability to read, analyze, and interpret the most complex documents. Ability to respond effectively to the most sensitive inquiries or complaints. Ability to write speeches and articles using original or innovative techniques or style. Ability to make effective and persuasive speeches and presentations on controversial or complex topics to top management, public groups, and/or boards of directors.




MATHEMATICAL SKILLS Ability to work with mathematical concepts such as probability and statistical inference, and fundamentals of plane and solid geometry and trigonometry. Ability to apply concepts such as fractions, percentages, ratios, and proportions to practical situations. COMPUTER SKILLS Must be familiar with current business operating systems, software and programs. REASONING ABILITY Ability to define problems, collect data, establish facts, and draw valid conclusions. Ability to interpret an extensive variety of technical instructions in mathematical or diagram form and deal with several abstract and concrete variables. OTHER SKILLS AND ABILITIES Knowledge of personnel and financial management. Knowledge of vehicle maintenance and scheduling. Knowledge of contract principles as applied to public transit operations. Knowledge of Local, State, and Federal regulations regarding public contracted service operations. Ability to lead a diverse group of managers and staff. Ability to communicate, motivate and supervise personnel. Ability to establish and maintain effective working relationships within and outside the Agency. Ability to establish an effective working relationship and communications with the Board of Directors. PHYSICAL DEMANDS The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions for this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. While performing the duties of this job, the employee is regularly required to sit and talk or hear. The employee must occasionally lift and/or move up to 25 pounds. Specific vision abilities required by this job include close vision, depth perception, and ability to adjust focus. WORK ENVIRONMENT The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. While performing the duties of this job, the employee is occasionally exposed to outside weather conditions. The noise level in the work environment is usually moderate.

ATTACHMENT “C”

OMNITRANS ORGANIZATION CHART

RFP-HR10-5


ATTACHMENT “D”

IDENTIFYING QUALITIES FOR THE CEO/GM POSITION

RFP-HR10-5


Wants Don'tsStrong Interpersonal Skills

with the Boardwith the Publicwith the Staff

with Associateswith Labor

Good CommunicationsWritten

Oralwith the public

Courage and Visionary Leadershipchoose and support staff who can lead

Technical SkillsDaily Operations

FundingPlanning

Able to lead, leverage resources through cooperation with other agencies

Identifying Qualities for the CEO position

ATTACHMENT “E”

SAMPLE CONTRACT FORM

RFP-HR10-5

CEO/GENERAL MANAGER

RECRUITMENT

New

Change

Contract Number

Omnitrans Cancel

STANDARD CONTRACT Omnitrans Department Dept. No. Project

1700 West Fifth Street San Bernardino CA 92411

Omnitrans Procurement Representative Telephone Total Contract Amount

$ Contract Type:

Contract Start Date Contract End Date Original Amount Amended Amount

$

THIS CONTRACT is entered into in the State of California by and between Omnitrans, a Joint Powers Authority; hereinafter called Omnitrans, and

Name

hereinafter called Contractor

Address

Telephone Federal ID No.

IT IS HEREBY AGREED AS FOLLOWS:

Contract Documents.1. The complete Contract Record includes all of the following Contract Documents, either included herewith or incorporated herein by reference, and they are included in their entirety as a part of this Contract, to wit;

A. This signed Agreement dated and any and all of its Amendments, Appendices, Exhibits and Attachments;

B. Omnitrans’ Solicitation Number dated and any and all of its Amendments, Appendices, Exhibits and Attachments;

C. Contractor’s Proposal dated and any and all of its Amendments, Appendices, Exhibits and Attachments;

2. Scope of Work. The Contractor agrees to perform certain work set forth and particularly described

in the aforementioned documents, incorporated herein by reference, in consideration of:

BASE BID…………………………………………………….$

of 3

3. Contract Duration. The duration of this contract is five years with a start date of and an end date of .

4. Omnitrans Contacts.

Contract Technical Activities:

Contract Administration:

5. Required Documents. As required by the RFP, the final award of this contract is contingent on the receipt of the following remaining documents:

6. Instructions. Sign both originals of this document, and return one original with the required documents to Omnitrans’ Contracts Specialist within ten (10) business days.

The Notice to Proceed letter and a purchase order will be issued after all of the above-referenced contingencies have been met. NO WORK SHALL COMMENCE UNTIL THE NOTICE TO PROCEED HAS BEEN ISSUED.

IN WITNESS WHEREOF, Omnitrans and the Contractor have each caused this Contract to be subscribed by its respective duly authorized officers on its respective behalf.

OMNITRANS CONTRACTOR

By

Durand L. Rall, CEO/General Manager (Authorized signature – sign in blue ink)

Dated Name (Print or type name of person signing contract)

Title (Print or Type)

Dated