No.

Issued:

LACMTA ISSUE DATE: July 28, 2026 Employee Assistance Program RFP No. PS141248

TABLE OF CONTENTS

I. LETTER OF INVITATION

LOI-01 NOTICE AND INVITATION

LOI-02 DEFINITIONS

LOI-03 AVAILABILITY OF SOLICITATION DOCUMENTS

LOI-04 COMMUNICATION WITH LACMTA

LOI-05 PRE-PROPOSAL CONFERENCE

LOI-06 WORKSITE VISIT (RESERVED)

LOI-07 BASIS OF AWARD

LOI-08 EXHIBITS

LOI-09 CONTRACT DOCUMENTS

LOI-10 MILESTONE PAYMENTS (RESERVED)

LOI-11 INDEMNITY

LOI-12 LIQUIDATED DAMAGES (RESERVED)

LOI-13 SOLICITATION LINKS

LOI-14 CRITICAL DATES

LOI-15 DBE PROGRAM

LOI-16 SBE/DVBE PROGRAM (RESERVED)

LOI-17 SBE SET-ASIDE PROGRAM (RESERVED)

LOI-18 MSZ PROGRAM (RESERVED)

LOI-19 LSBE PREFERENCE (RESERVED)

LOI-20 LOI SIGNATURES

II. PROPOSAL INSTRUCTIONS

INSTRUCTIONS TO PROPOSERS

IP-01 PRE-QUALIFICATION REQUIREMENTS

IP-02 CONTRACTOR REGISTRATION LAW (RESERVED)

IP-03 EXAMINATION OF RFP DOCUMENTS

IP-04 INTERPRETATION OF RFP DOCUMENTS

IP-05 COMMUNICATION WITH LACMTA OTHER THAN THE CONTRACT ADMINISTRATOR

IP-06 AMENDMENTS

IP-07 PREPARATION OF SUBMITTAL

IP-08 MODIFICATIONS AND ALTERNATIVE PROPOSALS

IP-09 SIGNING OF PROPOSAL AND AUTHORIZATION TO NEGOTIATE

IP-10 SUBMISSION OF PROPOSAL

IP-11 PROPOSAL EVALUATION PROCESS

IP-12 WITHDRAWAL OF SUBMITTAL

IP-13 LACMTA RIGHTS

IP-14 PUBLIC RECORDS ACT

IP-15 DISQUALIFICATION OF PROPOSERS

IP-16 FILING OF PROTESTS

IP-17 EVALUATION CRITERIA EXHIBIT

IP-18 BIDDERS LIST FORM

DEOD INSTRUCTIONS

DI-01 - INSTRUCTIONS TO BIDDERS/PROPOSERS

III. PROPOSAL REQUIREMENTS/FORMS

SUBMITTAL REQUIREMENTS

1.1 GENERAL FORMAT

EXHIBITS (SOLICITATION)

EXHIBIT 1 DBE GOOD FAITH EFFORTS AND COMMITMENT FORMS

EXHIBIT 2 SCHEDULE OF QUANTITIES AND PRICES

EXHIBIT 3A: EVALUATION CRITERIA

EXHIBIT 3B: SUBMITTAL REQUIREMENTS

EXHIBIT 4 LIST OF CERTIFIED FIRMS (RESERVED)

EXHIBIT 5 BIDDERS LIST FORM

Employee Assistance Program RFP No. PS141248

EXHIBIT 6 PROPOSAL LETTER

EXHIBIT 7 LIST OF CURRENT CONTRACTS - BACKLOG

EXHIBIT 8 LIST OF COMPLETED CONTRACTS - LAST FIVE YEARS

EXHIBIT 9 ETHICS DECLARATION

EXHIBIT 10 GENERAL CERTIFICATIONS

EXHIBIT 11 CERTIFICATE OF COMPLIANCE WITH 49 CFR PART 655, PREVENTION OF ALCOHOL

MISUSE AND PROHIBITED DRUG USE IN TRANSIT OPERATIONS

EXHIBIT 12 CERTIFICATION OF COMPLIANCE WITH FEDERAL LOBBYING REQUIREMENTS (49 CFR

PART 20)

EXHIBIT 13 CERTIFICATION OF PROSPECTIVE CONTRACTOR AND LOWER TIER PARTICIPANT

REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION

EXHIBIT 14 NONCOLLUSION AFFIDAVIT TO BE EXECUTED BY PROPOSER (RESERVED)

IV. CONTRACT DOCUMENTS (SAMPLE)

FORM OF CONTRACT

ARTICLE 0 SIGNATURES

ARTICLE I CONTRACT DOCUMENTS ORDER OF PRECEDENCE

ARTICLE II DEFINITIONS

ARTICLE III SERVICES TO BE PERFORMED

ARTICLE IV COMPENSATION AND PAYMENT

ARTICLE V CONTRACT TERM AND PERIOD OF PERFORMANCE

ARTICLE VI OPTIONS

ARTICLE VII AVAILABILITY OF FUNDS

ARTICLE VIII INSURANCE

ARTICLE IX NOTICES AND SERVICE THEREOF*

ARTICLE X ENTIRE AGREEMENT

SPECIAL PROVISIONS

SP-01 DBE PARTICIPATION

SP-02 ORGANIZATIONAL CONFLICTS OF INTEREST*

SP-03 RELEASE OF INFORMATION*

SP-04 WORKSITE ACCESS/RESTORATION (RESERVED)

SP-05 INSURANCE REQUIREMENTS

SP-06 LOSS PREVENTION

SP-07 CONTRACTOR EQUIPMENT*

SP-08 HAZARDOUS MATERIAL IDENTIFICATION AND SAFETY DATA (RESERVED)

SP-09 CLEAN UP

SP-10 PROTECTION OF STRUCTURES, EQUIPMENT, AND VEGETATION

SP-11 PROTECTION OF EXISTING VEGETATION, STRUCTURES, EQUIPMENT, UTILITIES, AND

IMPROVEMENTS* (RESERVED)

SP-12 ALLOWABILITY, ALLOCABILITY & REASONABLENESS DEFINITIONS*

SP-13 LIQUIDATED DAMAGES* (RESERVED)

SP-14 THE CONTRACTOR'S LICENSE

SP-15 LACMTA MANAGEMENT OF CONTRACTOR'S PERSONNEL*

SP-16 SUBCONTRACT ADMINISTRATION*

SP-17 PAYMENT AND REPORTING OF PREVAILING WAGE* (RESERVED)

SP-18 LIVING WAGE / SERVICE CONTRACT WORKER RETENTION POLICY* (RESERVED)

GENERAL CONDITIONS

GC-01 GLOSSARY OF TERMS*

GC-02 GOVERNING LAW*

GC-03 CONTRACT DOCUMENTS

GC-04 INTERPRETATION*

GC-05 AUTHORITY OF THE CONTRACTING OFFICER

GC-06 LACMTA'S TECHNICAL REPRESENTATIVE (PROJECT MANAGER)

GC-07 ORGANIZATIONAL AND KEY PERSONNEL

GC-08 WHISTLEBLOWER REQUIREMENTS*

GC-09 AGENT TO ACCEPT SERVICE

GC-10 ETHICS AUTHORITIES*

Employee Assistance Program RFP No. PS141248

GC-11 CONFIDENTIALITY*

GC-12 COVENANT AGAINST CONTINGENT FEES*

GC-13 ENGLISH REQUIREMENTS*

GC-14 LICENSES AND PERMITS

GC-15 GOODS*

GC-16 RIGHTS IN PROPERTY*

GC-17 INDEPENDENT CONTRACTOR

GC-18 SUBCONTRACTORS AND SUPPLIERS*

GC-19 STANDARDS OF PERFORMANCE*

GC-20 INSPECTION OF WORK (ACCEPTANCE)*

GC-21 SAFETY*

GC-22 SAFETY AND LOSS PREVENTION*

GC-23 UNAUTHORIZED ACTIONS*

GC-24 LIABILITY AND INDEMNIFICATION*

GC-25 PERIOD OF PERFORMANCE

GC-26 EXTENSION OF TIME

GC-27 SUSPENSION*

GC-28 HISTORICAL, ARCHAEOLOGICAL, PALEONTOLOGICAL, AND SCIENTIFIC DISCOVERIES*

GC-29 CHANGES

GC-30 NOTICE OF INTENT TO CLAIM AND CLAIMS

GC-31 RESOLUTION OF DISPUTES

GC-32 FINAL ACCEPTANCE*

GC-33 WARRANTY*

GC-34 SOFTWARE LICENSING AGREEMENT AND PROVISIONS FOR USE*

GC-35 RIGHTS IN TECHNICAL DATA, PATENTS AND COPYRIGHTS*

GC-36 COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT*

GC-37 ENVIRONMENTAL COMPLIANCE

GC-38 THE CONTRACTOR'S INTERACTION WITH THE MEDIA AND THE PUBLIC*

GC-39 TERMINATION FOR CONVENIENCE OF LACMTA*

GC-40 TERMINATION FOR DEFAULT*

GC-41 ASSIGNMENT*

GC-42 NO WAIVER

GC-43 SEVERABILITY*

GC-44 AUDIT REQUIREMENTS*

GC-45 CONTRACTOR'S OBLIGATIONS*

REGULATORY REQUIREMENTS

RR-01 ADMINISTRATIVE CODE*

RR-02 DISCRIMINATION*

RR-03 PUBLIC RECORDS ACT*

RR-04 CIVIL RIGHTS REQUIREMENTS*

RR-05 CLEAN WATER AND CLEAN AIR REQUIREMENTS*

RR-06 CONTRACTOR REGISTRATION LAW* (RESERVED)

RR-07 COMPLIANCE WITH CALIFORNIA HEALTH AND SAFETY CODE (HSC) §25250.51 (RESERVED)

RR-08 ALCOHOL AND DRUG-FREE WORKPLACE PROGRAM*

RR-09 ACCESS TO RECORDS

RR-10 FEDERAL FUNDING, INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS, AND FEDERAL CHANGES*

RR-11 ENERGY CONSERVATION REQUIREMENTS

RR-12 NO GOVERNMENT OBLIGATION TO THIRD PARTIES*

RR-13 PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS*

RR-14 SUSPENSION AND DEBARMENT*

RR-15 RECYCLED PRODUCTS

RR-16 COMPLIANCE WITH FEDERAL LOBBYING POLICY*

RR-17 BUY AMERICA*(RESERVED)

RR-18 CARGO PREFERENCE* (RESERVED)

RR-19 FLY AMERICA (RESERVED)

Employee Assistance Program RFP No. PS141248

RR-20 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT*

RR-21 SEISMIC SAFETY (RESERVED)

RR-22 ADA ACCESS (RESERVED)

RR-23 TRANSIT EMPLOYEE PROTECTIVE ARRANGEMENTS* (RESERVED)

RR-24 CHARTER SERVICE OPERATIONS (RESERVED)

RR-25 SCHOOL BUS REQUIREMENTS (RESERVED)

RR-26 FEDERAL PATENT AND DATA RIGHTS* (RESERVED)

RR-27 SAFE OPERATION OF MOTOR VEHICLES - SEAT BELT USE*

RR-28 SAFE OPERATION OF MOTOR VEHICLES - DISTRACTED DRIVING*

RR-29 FTA NOTIFICATION FOR FTA CONCERNS*

EXHIBITS (CONTRACT)

EXHIBIT A SCOPE OF SERVICES

EXHIBIT B PRICING AGREEMENT

EXHIBIT C WORK-COMPLETION/DELIVERABLE SCHEDULE (RESERVED)

EXHIBIT D DIVERSITY & ECONOMIC OPPORTUNITY DEPARTMENT CONTRACT COMPLIANCE MANUAL

(FTA)

EXHIBIT E-1 PAYMENT CERTIFICATION (CONTINUOUS)

EXHIBIT E-2 PAYMENT CERTIFICATION (FINAL)

EXHIBIT F RELEASE OF CLAIMS

EXHIBIT G APPROVED SUBCONTRACTORS AND SUPPLIERS

EXHIBIT H MISCELLANEOUS (RESERVED)

EXHIBIT I 49 CRF PART 20 (RESERVED)

Employee Assistance Program RFP No. PS141248

I. LETTER OF INVITATION

Employee Assistance Program RFP No. PS141248

LOI-01 NOTICE AND INVITATION

DATE: Tuesday, July 28, 2026

ATTENTION: PROSPECTIVE PROPOSER

SUBJECT: REQUEST FOR PROPOSAL No. PS141248

SOLICITATION TITLE: EMPLOYEE ASSISTANCE PROGRAM

The Los Angeles County Metropolitan Transportation Authority (LACMTA) has established a contracting opportunity to provide personal counseling benefits services to Metro employees, with the inclusion of Department of Public Safety staff. This contract aims to ensure employees and their families have comprehensive access to services and resources to help them cope with problems on the job, at school and at home; and to promote job effectiveness and workplace productivity. This project is detailed in the Scope of Services, Exhibit A. The resultant contract, if awarded, will be federally funded and is subject to fiscal year funding.

You are requested to submit to LACMTA a Proposal to furnish all Services, including, but not limited to, all management, labor, or materials and other related items required for the performance of a contract resulting from this Request for Proposal (RFP) on a(n) Firm Fixed Unit Rate basis. The period of performance for contract shall be for five (5) years, inclusive of two (2) one-year option(s).

Proposals in response to this solicitation shall be submitted electronically via email to bids@metro.net.

Proposals must be received no later than 2:00 p.m. on Tuesday, August 25, 2026. Time of receipt is determined by the date/time stamp imprinted upon the email system. It is recommended that proposers send their email(s) allowing for sufficient time to ensure that the proposer can meet the proposal due date.

Additionally, it is recommended that proposer's email(s) are sent with a Delivery and Read receipt for their records. Lastly, proposers should send a verification email to the named Contract Administrator of the RFP after the email submission(s) of proposal to bids@metro.net. The verification email should indicate that a proposal has been submitted by Vendor Name for RFP# on X number of emails. It is recommended that proposers submit their proposals with PDF or ZIP file attachments only and must allow for sufficient time to ensure that the Proposer can meet the proposal due date. Website links to file-sharing services and platforms such as Citrix, Dropbox, etc. are unacceptable.

The following must be included in the Proposal:

Volume I - Technical Proposal;

Volume II - Certification Forms;

Volume III - Price Proposal*; and Volume IV - DEOD Forms and Required Documents

LOI-02 DEFINITIONS

Refer to the Contract Documents, including, but not limited to, the Section titled GLOSSARY OF TERMS in the General Conditions for the meaning of various abbreviations, acronyms and terms used in this RFP but not defined herein.

mailto:bids@metro.net mailto:bids@metro.net

Employee Assistance Program RFP No. PS141248

LOI-03 AVAILABILITY OF SOLICITATION DOCUMENTS

The RFP documents are available for download through LACMTA's Vendor Portal (Open Solicitations).

LOI-04 COMMUNICATION WITH LACMTA

All communications in connection with this RFP shall be provided as follows:

Contract Administrator:

• By U.S. Mail, FedEX, UPS or courier:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza Los Angeles, CA 90012-2952 Attention: Britney Shedrick Contract Administration Manager RFP No. PS141248

• By telephone at (213) 418-3313

• By electronic mail at shedrickb@metro.net

Diversity & Equal Opportunity: Lisa Tousant at (213) 922-5419 or via email at DEODS@metro.net.

Request for information on lobbyist registration are to be directed to the Ethics Department at One Gateway Plaza, Mail Stop 99-19-1, Los Angeles, CA 90012; ethics@metro.net.

Pre-Qualification Department: (213) 922-4130 or via email at Pre-Qual@metro.net.

LOI-05 PRE-PROPOSAL CONFERENCE

LACMTA will hold a Pre-Proposal Conference. Proposers are invited to attend the Pre-Proposal Conference.

Attendance is not mandatory to be considered for award of a contract; however, when a Pre-Proposal Conference is held, attendance is an essential part of Good Faith Efforts.

Pre-Proposal Conference

Time and Date: 1:00 p.m. on Tuesday, August 4, 2026

Location:

Microsoft Teams meeting

Click here to join the meeting Meeting ID: 212 744 559 818 32 Passcode: Ut6ud2bD

Dial in by phone +1 213-279-1001,,595296471# United States, Los Angeles Find a local number https://business.metro.net/webcenter/portal/VendorPortal/pages_home/solicitations/openSolicitations mailto:ethics@metro.net file:/u06/app/applmgr/fs_ne/inst/mtaprod_fisaps01/logs/appl/conc/log/tel:+12132791001,,595296471 file:/u06/app/applmgr/fs_ne/inst/mtaprod_fisaps01/logs/appl/conc/log/tel:+12132791001,,595296471 file:/u06/app/applmgr/fs_ne/inst/mtaprod_fisaps01/logs/appl/conc/log/tel:+12132791001,,595296471 https://dialin.teams.cloud.microsoft/3cd961a0-34f2-4621-a3cb-51eaa4028e8e?id=595296471

Employee Assistance Program RFP No. PS141248

Phone conference ID: 595 296 471#

LOI-06 WORKSITE VISIT (RESERVED)

LOI-07 BASIS OF AWARD

A. The Contract award will be made to the Proposer whose Proposal meets the requirements of the RFP and is most advantageous to LACMTA based upon the Proposal Evaluation Criteria found in Exhibit 3A.

LACMTA reserves its rights, including, but not limited to, those identified in the Instructions to Proposers, LACMTA RIGHTS, and to be the sole judge of the merits of the respective Proposals received.

B. If this Contract provides for options, LACMTA will evaluate the option pricing at the time it considers Proposals. LACMTA's inclusion of an option in a request for proposal or any contract awarded shall not obligate LACMTA to exercise the option, or to preclude LACMTA from initiating a new solicitation for the services to which the option applies.

LOI-08 EXHIBITS

This solicitation incorporates all Exhibit documents, including but not limited to, those identified as Exhibits (Solicitation) and Exhibits (Contract), with the same force and effect as if they were provided in this solicitation in full text.

LOI-09 CONTRACT DOCUMENTS

A sample copy of all Contract Documents is included as part of this solicitation.

LOI-10 MILESTONE PAYMENTS (RESERVED)

LOI-11 INDEMNITY

Any contract awarded pursuant to this RFP will contain the indemnity provisions included in the Section titled LIABILITY AND INDEMNIFICATION in the General Conditions, which will require the Proposer to indemnify LACMTA as provided therein.

LOI-12 LIQUIDATED DAMAGES (RESERVED)

LOI-13 SOLICITATION LINKS

This solicitation may reference the followingelectronic webpages/links. The following listing is provided for the convenience of the Bidders or Proposers and LACMTA does not warrant it to be an all-inclusive listing. Other links may be identified in other solicitation documents or Contract Documents.

• Vendor Portal (Open Solicitations)

• California's Online Marketplace https://business.metro.net/webcenter/portal/VendorPortal/pages_home/solicitations/openSolicitations https://business.metro.net/webcenter/portal/VendorPortal/pages_home/solicitations/openSolicitations https://caleprocure.ca.gov/

Employee Assistance Program RFP No. PS141248

• Office of Civil Rights

• BLS North American Industry Classification System (NAICS)

• US Census North American Industry Classification System

• Metro Contractor Pre-Qualification Program

• LACMTA Administrative Code

• LACMTA Lobby Ordinance (Applicable Law)

• LACMTA Contractor's Code of Conduct

• Protest Instructions (protest procedures)

• Labor Compliance Manual

• Living Wage and Service Contractor Worker Retention Policy Manual

• Environmental Policy

• Federal Transit Administration (Drug and Alcohol) https://dot.ca.gov/programs/civil-rights https://dot.ca.gov/programs/civil-rights http://www.bls.gov/bls/NAICS.htm http://www.census.gov/eos/www/naics/ https://www.metro.net/about/business/pre-qualification/ http://media.metro.net/images/MTA%20Administrative%20Code%20Enactment.pdf http://lrs.metro.net/forms/applicablelaw.aspx http://lrs.metro.net/forms/applicablelaw.aspx http://media.metro.net/about_us/ethics/images/codes_ethics_contractors_2014-07.pdf http://media.metro.net/about_us/ethics/images/codes_ethics_contractors_2014-07.pdf http://media.metro.net/about_us/ethics/images/codes_ethics_contractors_2014-07.pdf http://media.metro.net/about_us/ethics/images/codes_ethics_contractors_2014-07.pdf http://media.metro.net/about_us/ethics/images/codes_ethics_contractors_2014-07.pdf http://media.metro.net/ebb/protest.pdf https://www.metro.net/about/lwrp/ https://www.metro.net/about/lwrp/ http://media.metro.net/about_us/sustainability/images/Environmental.pdf https://transit-safety.fta.dot.gov/DrugAndAlcohol/Regulations/Regulations/default.aspx

Employee Assistance Program RFP No. PS141248

LOI-14 CRITICAL DATES

The following dates are critical for this solicitation:

RFP Issue Date: Tuesday, July 28, 2026

Pre-Proposal Conference : 1:00 p.m. on Tuesday, August 4, 2026

Microsoft Teams meeting

Click here to join the meeting Meeting ID: 212 744 559 818 32 Passcode: Ut6ud2bD

Dial in by phone +1 213-279-1001,,595296471# United States, Los Angeles Find a local number Phone conference ID: 595 296 471#

Questions Due Date: 07-AUG-2026

Pre-Qualification Application Due Date: 25-AUG-2026

Proposal Due Date: 2:00 p.m. on Tuesday, August 25, 2026 https://teams.microsoft.com/meet/21274455981832?p=2BiCgVPtUctzTh3FYC file:/u06/app/applmgr/fs_ne/inst/mtaprod_fisaps01/logs/appl/conc/log/tel:+12132791001,,595296471 file:/u06/app/applmgr/fs_ne/inst/mtaprod_fisaps01/logs/appl/conc/log/tel:+12132791001,,595296471 file:/u06/app/applmgr/fs_ne/inst/mtaprod_fisaps01/logs/appl/conc/log/tel:+12132791001,,595296471 https://dialin.teams.cloud.microsoft/3cd961a0-34f2-4621-a3cb-51eaa4028e8e?id=595296471

Employee Assistance Program RFP No. PS141248

LOI-15 DBE PROGRAM

Bidders/Proposers are hereby notified that:

This project is funded in whole or in part with US Department of Transportation (DOT) funds and will comply with LACMTA's Conscious Disadvantaged Business Enterprise (DBE) Program requirements.

LACMTA shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any federal-assisted contract or in the administration of its DBE program or the requirements of 49 Code of Federal Regulations (CFR) Part 26, as amended.

LACMTA has not established a "Disadvantaged Business Enterprise (DBE)"contract goal for this project.

It is LACMTA's policy to provide equal opportunity for DBE firms to compete on its federallyassisted contracts.

The successful Bidder/Proposer shall utilize DBE firms when opportunities are available during the performance of the contract. DBE participation obtained when a contract goal is not established is counted as RN participation.

LOI-16 SBE/DVBE PROGRAM (RESERVED)

LOI-17 SBE SET-ASIDE PROGRAM (RESERVED)

LOI-18 MSZ PROGRAM (RESERVED)

LOI-19 LSBE PREFERENCE (RESERVED)

LOI-20 LOI SIGNATURES

For this solicitation, the resulting Contract is set up to be conducted electronically, including the use of electronic signatures. If you wish to opt out of electronic transactions for the Contract, you must notify the Contract Administrator in writing.

Issued by:

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY

Britney Shedrick Contract Administration Manager

Employee Assistance Program

II. PROPOSAL INSTRUCTIONS

Employee Assistance Program RFP No. PS141248

INSTRUCTIONS TO PROPOSERS

IP-01 PRE-QUALIFICATION REQUIREMENTS

A. Pre-Qualification applies to primes, first tier subcontractors and direct suppliers to LACMTA. Pre- Qualification is required for all firms not exempted from the process if their bid or proposal will exceed $500,000 for non-Construction contracts. Pre-Qualification is required of all firms not exempted from the process regardless of amount for public works construction contracts. Failure to do so may cause your Proposal to be rejected as non-responsive.

B. Contractor Pre-Qualification Applications must be emailed to Pre-Qual@metro.net, the LACMTA Pre- Qualification Office, no later than the Proposal due date and time. DO NOT insert copies of pre-qualification documents in your Proposal. All first-tier subcontractors must be pre-qualified prior to performing any Services. Contractor is responsible for ensuring a timely submittal of all Contractor Pre- Qualification Applications.

C. For contact information, please refer to the Letter of Invitation (LOI). For detailed instructions, refer to the Contractor Pre-Qualification Application which can be downloaded from LACMTA's Pre-Qualification website, or provided by the Pre-Qualification Office.

IP-02 CONTRACTOR REGISTRATION LAW (RESERVED)

IP-03 EXAMINATION OF RFP DOCUMENTS

A. All Proposals shall be submitted in strict accordance with the RFP documents.

B. Copies of the solicitation and LACMTA responses to all written questions, requests for interpretation, and requests for clarification will be available as provided in this RFP. The Proposer is solely responsible for the examination of solicitation documents, reviewing all amendments, and comprehending all conditions that may impact the Proposal and the performance of the Services should the Proposer be selected. Failure of the Proposer to examine and inform itself is at its sole risk.

IP-04 INTERPRETATION OF RFP DOCUMENTS

A. Requests for interpretation or clarification of the solicitation documents shall be submitted in writing. All written requests shall be submitted to the Contract Administrator identified in the LOI. Written responses to requests for interpretation or clarification will be provided to all prospective Proposers.

B. To ensure that responses are provided to all prospective Proposers, inquiries shall be received at least ten

(10) working days prior to the submittal due date. Where such interpretation or clarification requires a change in the solicitation documents, LACMTA will issue an amendment.

C. LACMTA shall not be bound by, and the Proposers shall not rely on for any purpose, any oral interpretation or oral clarification of the solicitation documents.

mailto:Pre-Qual@metro.net http://media.metro.net/uploads/EBB/PQA/images/Pre-Qualification.pdf

Employee Assistance Program RFP No. PS141248

IP-05 COMMUNICATION WITH LACMTA OTHER THAN THE CONTRACT ADMINISTRATOR

Any written correspondence with the following support groups should include a copy to the attention of the Contract Administrator identified in the LOI.

A. Pre-Qualification addressed in PRE-QUALIFICATION REQUIREMENTS, which should be directed to the Pre-Qualification Department as indicated in the LOI, and

B. Diversity and Economic Opportunity, which should be directed to the Diversity and Economic Opportunity Department (DEOD), as indicated in the LOI.

IP-06 AMENDMENTS

A. LACMTA reserves the right to revise the solicitation documents prior to the Proposal submittal due date.

Such revisions, if any, will be made by amendment to this RFP.

B. Proposers shall acknowledge receipt of all amendments to the solicitation documents in the Proposal Letter. Failure to acknowledge receipt of all amendments and to include all the requirements of the amendments in the Proposal may render the Proposal unacceptable and cause it to be rejected.

C. Prior to submitting the Proposal to LACMTA for consideration, each Proposer is responsible for checking the LACMTA website to ensure that it has received all applicable amendments.

IP-07 PREPARATION OF SUBMITTAL

A. The Proposal shall be formatted in accordance with the requirements specified in the solicitation documents (see Submittal Requirements). Proposers shall complete and submit all required forms in accordance with the directions specified in this RFP and on the forms provided herein. All required explanatory narratives and the supplementary data are to be included with the Proposal forms as indicated.

B. Proposals shall contain concise written materials that enable the reviewer to clearly understand the Proposer's capabilities.

C. Proposals shall specifically describe the Proposer's role and relationship to its proposed subcontractors and suppliers, and describe the work allocation and organizational controls interfaces with said proposed subcontractors and suppliers.

D. Pencil or erasable ink shall not be accepted. Initial all modifications made to the Proposer's entries and identify the Proposer's name on the top right of each page, or subcontractor's name when applicable.

Liquid or dry correction materials shall not be used.

E. Failure to comply with the requirements outlined in these solicitation documents may render a Proposal incomplete and may cause rejection of the Proposal. This RFP does not commit LACMTA to enter into a contract nor does it obligate LACMTA to pay for any costs incurred in the preparation and submission of Proposals.

Employee Assistance Program RFP No. PS141248

IP-08 MODIFICATIONS AND ALTERNATIVE PROPOSALS

A. Proposers are cautioned to limit exceptions, conditions, qualifications and limitations to the provisions of this RFP as they may be determined by LACMTA to cause the Proposal to be deemed non-responsive.

LACMTA may determine in its sole discretion whether a Proposal is responsive and reserves the right but assumes no obligation to waive deficiencies, informalities and irregularities to the maximum extent permitted by law.

B. Proposers submitting conforming Proposals may submit alternate Proposals to this RFP as complete separate Proposals if the alternate Proposals offer technical improvements or modifications that are to the overall benefit of LACMTA. An alternate Proposal must be equal to or better than the original requirements of the Contract Documents, as determined by LACMTA in its sole discretion. LACMTA reserves the right, at its sole discretion, to accept or reject any alternate Proposal. An alternate Proposal will not be considered by LACMTA if it would reduce quality, performance or reliability. The decision to accept or reject an alternate Proposal shall not be grounds for protest by any Proposer. Oral or telephonic Proposals and/or modifications shall not be considered.

Any alternative Proposals accepted by LACMTA will be evaluated in accordance with the Evaluation Criteria in this RFP.

IP-09 SIGNING OF PROPOSAL AND AUTHORIZATION TO NEGOTIATE

A. An Authorized Representative with the full legal authority to commit the Proposer shall execute the Proposal Letter and all required Proposal forms and other solicitation documents.

B. If the Proposer is a joint venture or partnership, it shall submit with its Proposal a duly notarized Venturer or Partner-executed Irrevocable Power of Attorney that designates the Proposer's Authorized Representative and a copy of the properly executed Joint Venture or Partnership Agreement. The Proposer's Authorized Representative shall be empowered to execute the Proposal on behalf of the Proposer and to act for and bind the Proposer in all matters relating to the Proposal. The Irrevocable Power of Attorney and the Joint Venture or Partnership Agreement shall specifically state that each venturer or partner shall be jointly and severally liable for any and all of the duties and obligations of the Proposer that are assumed under any contract arising from the Proposal. The Proposer's Authorized Representative shall execute the Proposal on behalf of the joint venture or partnership in its legal name.

C. Proposers shall submit sufficient documentation to (1) establish the legal authority of the identified Authorized Representative(s) to act on behalf of the Proposer, and (2) define the scope of the Authorized Representative's authority.

IP-10 SUBMISSION OF PROPOSAL

A. LACMTA will accept Proposals submitted by the Proposer at the address and place shown in the LOI, up to the date and time shown therein.

B. It is the Proposer's sole responsibility to see that its Proposal is received as required. LACMTA may leave unopened any Proposal received after the date and time for receipt of Proposals. Any such unopened Proposal may be returned to the Proposer.

Employee Assistance Program RFP No. PS141248

IP-11 PROPOSAL EVALUATION PROCESS

A. LACMTA will review and evaluate the Proposals in accordance with the Evaluation Criteria, Exhibit 3A, and the requirements of the solicitation documents, including any Good Faith Efforts submittals. Following the evaluation period, the Notice of Intent to Award will be sent to all proposers.

B. During the Proposal evaluation period, staff shall determine if Proposals are responsive and Proposers are responsible. Responsiveness is defined to mean the Proposal must comply in all material respects with the RFP, as determined by LACMTA. Responsibility is defined as the apparent ability of the Proposer to meet and successfully complete the requirements of the Contract. Responsibility determination includes, but is not limited to, consideration of a Proposer's trustworthiness, the quality of past performance, financial ability, and fitness and capacity to provide the proposed Services in a satisfactory manner. Proposers may be required by LACMTA to present further evidence that they have successfully performed similar services of comparable magnitude or provide other proof satisfactory to LACMTA that they are competent to successfully perform the Services.

C. A debriefing is available to Proposers after award. Proposers must request the debriefing in writing within five (5) days of receipt of the Notice of Intent to Award. Any request for a debriefing should be addressed to the Contract Administrator identified in the LOI.

IP-12 WITHDRAWAL OF SUBMITTAL

The Proposer, by means of a written request signed by the Proposer's Authorized Representative, may withdraw a Proposal. Such written request shall be delivered to the Contract Administrator identified in the LOI prior to the award recommendation.

IP-13 LACMTA RIGHTS

LACMTA may investigate the qualifications and responsibility of any Proposer under consideration, inclusive of, but not limited to, the information provided in the Contractor Pre-Qualification Application, Proposal, or any other information available to LACMTA. LACMTA may require confirmation of information furnished by a Proposer, and require additional evidence of qualifications and responsibility to perform the Services described in this RFP.

LACMTA reserves the right to take any of the actions below:

A. Reject any or all of the Proposals, at its discretion;

B. Remedy errors in the RFP;

C. Cancel the entire RFP;

D. Issue subsequent RFP;

E. Amend the RFP before and after receipt of Proposals;

F. Exercise its sole discretion to determine matters of responsiveness and issues that may be cured or addressed through evaluation of the criteria and sub-criteria identified in the RFP, and request further or additional information from any or all Proposers;

Employee Assistance Program RFP No. PS141248

G. Appoint evaluation committees to review Proposals;

H. Seek the assistance of outside technical experts to review Proposals;

I. Request clarification from any or all Proposers of any information contained in Proposals;

J. Conduct discussions with any or all of the Proposers;

K. Approve or disapprove the use of particular subcontractors and suppliers;

L. Establish a list of Proposers within a competitive range for purposes of discussions or negotiations;

M. Solicit best and final offers (BAFO) from all or some of the Proposers;

N. Exercise its discretion in evaluating Proposals according to the Evaluation Criteria to determine the Proposal most advantageous to LACMTA;

O. Negotiate with any, all or none of the Proposers;

P. Award a contract to one or more Proposers;

Q. Accept other than the lowest priced Proposal;

R. Disqualify the Proposal(s) upon evidence of an organizational conflict of interest, false or misleading certifications or representations in its Proposal, or collusion with intent to defraud or other illegal practices on the part of the Proposer(s);

S. Waive any informalities or irregularities in any Proposal, to the extent permitted by law;

T. Award a contract without interviews, discussions or negotiations;

U. Require, as a condition to the award of any contract, security from Proposers for the full and faithful performance and completion of the contract in a form determined by LACMTA in its sole discretion, including without limitation payment bonds, performance bonds, letters of credit and guarantees from shareholders of the Proposer or otherwise;

V. Require, in its sole discretion, Proposers to provide current cost and pricing data;

W. Examine any books, records, accounts and other documents of any Proposer as it relates to the Proposal;

and

X. Accept, reject, or negotiate the terms of any alternate Proposal.

IP-14 PUBLIC RECORDS ACT

A. Responses to this RFP are subject to the provisions of the California Public Records Act (California Code Government Code § 6250 et seq.).

B. Any documents, including financial records, provided by the Proposer/Contractor to LACMTA marked "Trade Secret," "Confidential," or "Proprietary" provided by the Proposer/Contractor to LACMTA shall be handled in accordance with the Section titled PUBLIC RECORDS ACT in the Regulatory Requirements.

Employee Assistance Program RFP No. PS141248

IP-15 DISQUALIFICATION OF PROPOSERS

A. Organizational conflict of interest restrictions apply to this RFP Process. Organizational conflicts of interest are fact dependent and may arise in various situations or circumstances, including but not limited to, as referenced in the SPECIAL PROVISION entitled

ORGANIZATIONAL CONFLICTS OF INTEREST.

B. As noted above, organizational conflicts of interest are fact dependent, and the party with the greatest access to the relevant facts as to whether a Proposer has an organizational conflict of interest will always be the Proposer itself. LACMTA is the ultimate arbiter of whether a Proposer has an organizational conflict of interest. LACMTA has determined that it is not appropriate for LACMTA to:

1. Evaluate a particular Proposer's circumstances before receiving all the facts that would be included in a proposal;

2. Give legal advice; or

3. Make a business decision for a Proposer concerning participation in a procurement.

C. Proposers are prohibited from:

1. Directly or indirectly obtaining any advice or engaging in discussions relating to the Project or the RFP Process from or with; or

2. Including on its Proposer team, any person or entity with an organizational conflict of interest.

Proposers are responsible for identifying any potential or actual organizational conflict of interests before obtaining any advice or engaging in any discussions relating to the Project or the RFP Process and when determining who to include within the Proposer team.

D. By submitting a Proposal, each Proposer agrees that if any perceived, potential, or actual organizational conflict of interest is discovered after the Proposer has submitted its Proposal, the Proposer will make an immediate and full written disclosure to LACMTA that includes:

1. The names and contact information of the persons or entities to which the perceived, potential, or actual organizational conflict of interest relates;

2. A description of the perceived, potential, or actual organizational conflict of interest; and

3. A description of the action that the Proposer has taken, or proposes to take, to avoid or mitigate such perceived, potential, or actual organizational conflict of interest.

E. The process for responding to any LACMTA organizational conflict of interest finding shall be governed by LACMTA's organizational conflict of interest policy and Administrative Code.

Employee Assistance Program RFP No. PS141248

IP-16 FILING OF PROTESTS

A. All protests must be filed and resolved in accordance with LACMTA's Protest Procedures.

B. Appeals from the denial of Pre-Qualification must be filed and resolved in accordance with LACMTA's procedures for denial of Pre-Qualification (available for download at LACMTA's Pre-Qualification website).

IP-17 EVALUATION CRITERIA EXHIBIT

This solicitation incorporates the Evaluation Criteria document(s) as an exhibit. Please see Exhibit 3A for the full text of the Evaluation Criteria document(s).

IP-18 BIDDERS LIST FORM

A. In accordance with 49 C.F.R. 26.11(c), LACMTA is required to maintain a Bidders List, consisting of all firms bidding/proposing on prime contracts and bidding/proposing or quoting subcontracts, who seek an award or participation on LACMTA contracts funded in whole or in part with federal funds. Each Bidders List is a compilation of bidders, proposers, quoters, subcontractors, manufacturers, and suppliers of materials who have submitted bids/proposals during the advertising period of a specific contract.

B. If the LOI identifies this RFP as federally funded, all businesses are required to complete and submit a Bidders List Form (Exhibit 5) when submitting a bid, proposal, or quote directly to LACMTA.

C. All businesses that submit a bid, proposal, or quote directly to LACMTA must also ensure that all of its quoting subcontractors, suppliers, manufacturers and suppliers that the bidder/proposer included in its response to LACMTA, are required to complete and submit a Bidders List Form (Exhibit 5).

D. Bidders List Forms (Exhibit 5) are due with the bid/proposal. Failure to submit the Bidders List Form(s) may deem the bid/proposal non-responsive.

E. LACMTA will use the Bidders List to identify the universe of DBE and non-DBE contractors and subcontractors who seek to work on LACMTA contracts for use in establishing LACMTA's overall DBE goals.

END OF INSTRUCTIONS TO PROPOSERS

http://media.metro.net/ebb/protest.pdf https://www.metro.net/about/business/pre-qualification/

Employee Assistance Program RFP No. PS141248

DEOD INSTRUCTIONS

DI-01 - INSTRUCTIONS TO BIDDERS/PROPOSERS

SECTION 100 - DBE PROGRAM

100 FEDERAL OBLIGATION: 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.

101 LACMTA POLICY STATEMENT: It is LACMTA's policy to provide equal opportunity for Disadvantaged Business Enterprises (DBE), as defined in 49 C.F.R. Part 26, to receive and participate on DOT-assisted contracts. It is also our policy to:

A. Ensure nondiscrimination in the award and administration of DOT-assisted contracts;

B. Create a level playing field on which DBEs can compete fairly for DOT-assisted contracts;

C. Ensure that LACMTA's DBE program operates in a nondiscriminatory manner and without regard to race or sex, while maximizing efficiency of service;

D. Ensure that only firms that meet 49 C.F.R. Part 26 eligibility standards are permitted to participate as DBEs;

E. Help remove barriers to the participation of DBEs in DOT-assisted contracts; and

F. Assist the development of firms that can compete successfully in the market place outside the DBE program.

102 INTERPRETATION: Any conflict, error, omission or ambiguity which may arise between these instructions and the federal regulations or the above mentioned DBE Program obligation, shall be resolved first in favor of the federal regulations and second the DBE Program. Failure of a Bidder/Proposer, its subcontractors, consultants, suppliers or other entities to carry out these requirements may be grounds for LACMTA to implement administrative penalties or other remedies imposed by LACMTA.

103 SUSPENSION OR DEBARMENT: Suspension or debarment proceedings may be initiated by LACMTA against any firm that:

A. Attempts to participate in a DOT-assisted program as a DBE and does not meet the eligibility criteria stated in the certification standards for DBE programs; or on the basis of false, fraudulent or deceitful statements;

or under circumstances indicating a serious lack of business integrity or honesty.

B. Attempts to use false, fraudulent or deceitful statements or representations in order to meet its DBE administrative requirements, or uses another firm that does not meet the DBE eligibility criteria stated in the certification standards.

In accordance with 49 C.F.R. Part 26.107 DOT may take action itself through its Fraud and Civil Remedies Program or refer the matter to the Department of Justice for prosecution under appropriate criminal statutes.

Employee Assistance Program RFP No. PS141248

LACMTA may refer any false, fraudulent, or dishonest conduct to the attention of the Department of Transportation in connection with the DBE program, so that DOT can take the steps (e.g., referral to the Department of Justice for criminal prosecution, and/or referral to the DOT Inspector General, action under suspension and debarment or Program Fraud and Civil Penalties rules).

104 LACMTA OVERALL DBE GOAL: LACMTA has established a triennial overall DBE goal for DBE participation. LACMTA will use both DBE-Conscious and DBE-Neutral measures to achieve its overall goal.

SECTION 200 -SUBCONTRACTOR PARTICIPATION

200 DBE CONTRACT GOAL: DBE goals are established based on the analysis of the scope of work, and the availability of DBE firms that are ready, willing, and able to perform. If established, the contract goal is listed in the LOI.

If a contract goal is not established, Bidders/Proposers are encouraged to utilize DBE firms when opportunities are available during the performance of the contract.

201 RESPONSIVENESS TO CONTRACT GOAL: If a DBE contract goal is established for this contract, obtaining the contract goal is a matter of responsiveness.

202 DBE ADMINISTRATIVE REQUIREMENTS: DBE administrative requirements for this contract are provided in the Contract Compliance Manual (Federal), incorporated as part of the conformed contract.

203 CONTRACTOR ASSURANCE: The Bidders/Proposers shall make the following assurance and shall, after contract award, include this assurance verbatim in each subcontract and/or purchase agreement awarded to subcontractors, suppliers, truckers, and brokers:

Contractors, subrecipients, nor subcontractors shall 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 C.F.R. Part 26 in the award and administration of federally-assisted contracts. 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 the recipient deems appropriate, which may include, but is not limited to:

1. Withholding monthly progress payments;

2. Assessing sanctions;

3. Liquidated damages; and/or

4. Disqualifying the contractor from future bidding/proposing as non-responsible.

204DEOD FORMS: The Bidder/Proposer shall provide, as part of its Bid/Proposal, a complete listing of subcontractors that will perform any portion of the work/services, together with a description of their statement of work/scope of services and dollar value of their participation.

Bidder/Proposer shall submit with its Bid/Proposal completed DEOD Forms 1, 3 and 5 listed below and found in Exhibit 1 (even if DBE goals were not established).

Form No. Form Name

To Be Completed By Applicability Required

Bidder/Proposer All Subcontrac

IFB RFP

Employee Assistance Program RFP No. PS141248 tors / Suppliers

Subcontractor Listing Form (For IFB Only)

X X X

Form 1 NOT USED

Attachment A to Form 1

NOT USED

Form 1B Proposed Subcontractors & Suppliers (For non- Construction IFBs and RFPs Only)

X X X X

Attachment B to Form 1B

Proposed Lower Tier Subcontractors and Suppliers

X X X X X

Form 2 NOT USED

Form 3 Business Data Sheet X X X X X

Form 4 NOT USED

Form 5 Bidder's List Form X X X X

Form 6 NOT USED

• All Bidders are required to complete and submit the Subcontractor Listing Form for IFB solicitations only.

• All Bidders/Proposers are required to complete DEOD Forms 1B, 3 and 5.

• All Bidders/Proposers are required to complete and submit Attachment B to Form 1B

• All Subcontractors/Suppliers are required to complete and submit Form 3.

• All Bidders and Proposers who submit a bid or proposal as a prime are required to complete and submit Form 5

Metro will achieve its overall DBE goal using DBE-conscious and DBE-neutral measures in accordance with the US Department of Transportation DBE Program Rule 49 Code of Federal Regulations, Part 26.

205INFORMATION MUST BE CURRENT, ACCURATE, AND COMPLETE: Bidders/Proposers shall ensure that all information provided in their response to the requirements is current, accurate, and complete.

206 NOT USED

207NOT USED

SECTION 300 -NOT USED

300 NOT USED

301NOT USED

Employee Assistance Program RFP No. PS141248

SECTION 400 -NOT USED

400 NOT USED

401 NOT USED

402 NOT USED

403 NOT USED

404NOT USED

SECTION 500 - DBE CERTIFICATION

500 NOT USED

501 DBE CERTIFICATION ELIGIBILITY:

A. Each applicant for DBE certification must demonstrate that he/she meets the criteria of social and economic disadvantage (SED) affirmatively based on their own experiences and circumstances within American society, and without regard to race or sex in accordance with 49 C.F.R. § 26.67.

502 NOT USED

SECTION 600- CONTRACT COMPLIANCE

END OF DEOD INSTRUCTIONS

600 COMPLIANCE MONITORING: LACMTA will monitor the Contractor's compliance with the DBE Program and administrative requirements for this contract as provided in the Diversity & Economic Opportunity Department Contract Compliance Manual (FTA) incorporated into the executed contract.

Employee Assistance Program

III. PROPOSAL REQUIREMENTS/FORMS

Employee Assistance Program RFP No. PS141248

SUBMITTAL REQUIREMENTS

1.1 GENERAL FORMAT

Please see Exhibit 3B.

END OF SUBMITTAL REQUIREMENTS

Employee Assistance Program RFP No. PS141248

EXHIBITS (SOLICITATION)

Please open the file folder titled EXHIBITS (SOLICITATION) to obtain the Exhibits listed below, which are incorporated in this Solicitation.

EXHIBIT 1 DBE GOOD FAITH EFFORTS AND COMMITMENT FORMS

EXHIBIT 2 SCHEDULE OF QUANTITIES AND PRICES

EXHIBIT 4 LIST OF CERTIFIED FIRMS (RESERVED)

EXHIBIT 5 BIDDERS LIST FORM

EXHIBIT 6 PROPOSAL LETTER

EXHIBIT 7 LIST OF CURRENT CONTRACTS - BACKLOG

EXHIBIT 8 LIST OF COMPLETED CONTRACTS - LAST FIVE YEARS

EXHIBIT 9 ETHICS DECLARATION

EXHIBIT 10 GENERAL CERTIFICATIONS

EXHIBIT 11 CERTIFICATE OF COMPLIANCE WITH 49 CFR PART 655, PREVENTION OF

ALCOHOL MISUSE AND PROHIBITED DRUG USE IN TRANSIT OPERATIONS

EXHIBIT 12 CERTIFICATION OF COMPLIANCE WITH FEDERAL LOBBYING REQUIREMENTS

(49 CFR PART 20)

EXHIBIT 13 CERTIFICATION OF PROSPECTIVE CONTRACTOR AND LOWER TIER

PARTICIPANT REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY

EXCLUSION

EXHIBIT 14 NONCOLLUSION AFFIDAVIT TO BE EXECUTED BY PROPOSER (RESERVED)

EXHIBIT 3A EVALUATION CRITERIA

EXHIBIT 3B SUBMITTAL REQUIREMENTS

Employee Assistance Program

IV. CONTRACT DOCUMENTS (SAMPLE)

(SAMPLE)

CONTRACT NO. TBD at time of Award

TITLE: EMPLOYEE ASSISTANCE PROGRAM

FIRM FIXED UNIT RATE CONTRACT

BETWEEN

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY

AND

(NAME OF CONTRACTOR TO BE FILLED IN AT TIME OF AWARD)

(EFFECTIVE DATE IS THE DATE OF AWARD)

Employee Assistance Program RFP No. PS141248

(Note: Blank fields will be populated by the contract administrator at the time of award.)

This Contract is entered into by and between the Los Angeles County Metropolitan Transportation Authority (LACMTA) and (Name of Contractor to be filled in at Time of Award) (Contractor).

In consideration of the mutual covenants of the Parties as set forth below, the Parties hereby agree as follows:

FORM OF CONTRACT

ARTICLE 0 SIGNATURES

Agreement to Utilize Electronic Signatures

A. Pursuant to California Civil Code Section 1633.1 et seq., the Parties agree that this Contract and any Purchase Orders, Task Orders, Change Notices, Change Orders, and Modifications to the Contract may be electronically delivered and signed, and that any electronic signatures appearing on such documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

B. The Parties agree that this authorization only applies to Purchase Orders, Task Orders, Change Notices, Change Orders, and Modifications and does not alter any other provisions of the Contract that require certain notifications to be signed by hand, notarized, delivered via personal service, registered mail, or any other certifiable delivery service.

C. The Parties further agree that all electronic delivery and electronic signatures for documentation described above in paragraph 1, will be sent, received, and signed through an approved application, pursuant to California Civil Code Section 1633.1 et seq. and/or Government Code 16.5. No other forms of electronic signature will be accepted.

D. Either Party may withdraw its consent to receive and sign Purchase Orders, Task Orders, Change Notices, Change Orders, and Modifications electronically, at any time. In order to withdraw consent, the withdrawing Party must notify the other Party, in writing, that it wishes to withdraw consent and wishes to issue/receive Purchase Orders, Task Orders, Change Notices, Change Orders, and Modifications in paper format. After withdrawing consent, if at any point in the future the Parties wish to utilize the electronic system again, a further modification to the Contract is required.

ARTICLE I CONTRACT DOCUMENTS ORDER OF PRECEDENCE

A. This Contract consists of the Contract Documents as defined in the General Conditions.

B. All of the Contract Documents are intended to be complementary with each other, and in the event of any conflict between different provisions of the Contract Documents, the Contract Documents shall be construed in such a manner as to give effect to all of them to the extent reasonably possible. In the event such a conflict cannot be resolved, the provision most favorable to LACMTA, at LACMTA's sole discretion, shall take precedence. In addition, except as otherwise specified in the Contract Documents, in the event of any conflict between the provisions of the Contract Documents, the precedence of the Contract Documents shall be as follows:

1. Form of Contract

Employee Assistance Program RFP No. PS141248

2. Special Provisions

3. General Conditions

4. Regulatory Requirements

5. Task Orders (Not Applicable)

6. Scope of Services (Exhibit A, Dated 21-JUL-2026)

7. Other Contract Documents

C. A Modification or Change Order to this Contract shall take its precedence from the terms it amends. All other documents and terms and conditions shall remain unchanged.

D. All Articles, Subarticles, or portions of the Contract noted by an asterisk (*) shall be included in all Subcontracts of any tier.

ARTICLE II DEFINITIONS

Capitalized terms, abbreviations and symbols used in this Contract shall have the meaning ascribed to them in the Contract Documents.

ARTICLE III SERVICES TO BE PERFORMED

Contractor shall perform the Services described in the Scope of Services, including all Services that are reasonably related to, inferable from, customary, or necessary in connection with the performance of the Services (see Exhibit A). In performance of this Contract, Contractor shall comply with all Applicable Laws and all Services shall be performed strictly in accordance with the Contract Documents and the Standard of Performance.