Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess liability policies.
Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review.
City’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
Self-insured retentions. Any self-insured retentions must be declared to and approved by the City.
The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City.
Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.
EXHIBIT E
VEHICLE LEASE AGREEMENT
This VEHICLE LEASE AGREEMENT (“Lease”) is entered into as of September 22, 2026, by and between the CITY OF LA PUENTE, a California municipal corporation (“City” or “Lessor”), and CIRCUIT TRANSIT INC., a Florida corporation (“Circuit” or “Lessee”).
This Lease is entered into in connection with that certain Professional Services Agreement between the City and Circuit effective September 22, 2026, as subsequently amended, renewed, or extended (the “PSA”). The City and Circuit agree as follows:
1. Vehicles
The City hereby leases to Circuit, and Circuit hereby leases from the City, the following Cityowned vehicles for use in providing the LINK fixed-route transit service under the PSA (collectively, the “Vehicles”):
Vehicle Information Vehicle 1 Vehicle 2
City Fleet / Unit No. [________] [________]
Year [________] [________]
Make [________] [________]
Model [________] [________]
VIN [________] [________]
License Plate No. [________] [________]
Title No. [________] [________]
Registration Expiration [________] [________]
Fuel Type Propane Propane
Passenger Capacity [________] [________]
ADA / Wheelchair Accessible [Yes / No] [Yes / No]
Odometer at Delivery [________] [________]
Other Identifying Information [________] [________]
2. Lease Consideration
As consideration for this Lease, Circuit shall pay the City the total sum of One Dollar ($1.00) for the entire Lease Term. Receipt and sufficiency of such consideration are acknowledged by the Parties. No additional rent shall be due for Circuit’s possession or use of the Vehicles under this Lease.
3. Term
The term of this Lease (“Lease Term”) shall commence when the Vehicles are delivered into Circuit’s possession and shall run concurrently with the term of the PSA. This Lease shall remain in effect during any written renewal or extension of the PSA unless the Parties expressly agree otherwise in writing. This Lease shall automatically terminate upon expiration or earlier termination of the PSA without the need for further notice.
4. Ownership and Delivery
The City represents that it owns the Vehicles and has authority to lease them to Circuit. Title to the Vehicles shall at all times remain with the City. Nothing in this Lease grants Circuit any ownership interest in the Vehicles or any right or option to purchase them.
The City shall deliver each Vehicle to Circuit in safe and operable condition and shall provide available keys, current registration information, available maintenance and service records, and other materials reasonably necessary for Circuit to operate and maintain the Vehicle. The Parties may complete a mutually acknowledged vehicle condition report at delivery identifying mileage, general condition, existing damage, equipment, and accessories.
5. Authorized Use and Possession
Circuit may possess and operate the Vehicles solely in connection with the transportation services provided under the PSA and activities reasonably incidental thereto, including passenger transportation, driver training, fueling, maintenance and repair, testing and inspection, cleaning, storage, vehicle repositioning, and transportation to and from maintenance or repair facilities.
Circuit shall permit only appropriately licensed and authorized personnel to operate the Vehicles.
Circuit shall not sell, pledge, encumber, sublease, or otherwise transfer the Vehicles or any ownership interest therein.
6. Maintenance and Repairs
During the Lease Term and while the Vehicles are in Circuit’s possession and control, Circuit shall be responsible, at its sole cost and expense, for the routine, preventative, scheduled, unscheduled, and corrective maintenance and repair of the Vehicles in accordance with the Scope of Services under the PSA.
Circuit may engage qualified third-party maintenance and repair providers and is authorized by the City to arrange repairs, towing, inspections, replacement parts, and other maintenance reasonably necessary for the operation of the Vehicles. Circuit shall maintain reasonable
maintenance records for the Vehicles and make such records available to the City upon reasonable request.
The City shall remain responsible for title, ownership-based registration requirements, manufacturer recalls, and undisclosed material mechanical or safety conditions existing before delivery that were not caused or aggravated by Circuit’s operation or maintenance of the Vehicles.
7. Fuel and Operating Expenses
The City shall, at its sole cost and expense, provide all propane required for Circuit’s operation of the Vehicles in connection with the LINK transit service.
Circuit shall be responsible for coordinating fueling of the Vehicles as part of its daily operations and shall operate and fuel the Vehicles in accordance with applicable law, manufacturer requirements, and Circuit’s customary operating and safety procedures.
Except for the City’s obligation to provide propane and except as otherwise expressly provided in the PSA, Circuit shall be responsible for the ordinary operating, maintenance, and repair expenses associated with its possession and operation of the Vehicles.
If the City fails to make propane reasonably available in quantities sufficient to operate the scheduled LINK service, Circuit shall not be responsible for service interruptions or delays resulting from such unavailability.
8. Insurance
During the period the Vehicles are in Circuit’s possession or control, Circuit shall maintain automobile insurance applicable to the Vehicles in accordance with the insurance requirements of the PSA and the terms, conditions, exclusions, and limits of Circuit’s applicable insurance policies.
The Parties acknowledge that this Lease is being entered into, in part, so that Circuit’s possession and use of the City-owned Vehicles is documented for purposes of Circuit’s automobile insurance coverage. Circuit shall cause the Vehicles to be scheduled, endorsed, or otherwise covered under Circuit’s applicable automobile insurance program as required by Circuit’s insurer.
To the extent applicable and commercially available under Circuit’s insurance program, the City shall be identified as an additional insured with respect to automobile liability coverage and as loss payee and/or additional interest with respect to physical damage coverage, as its ownership interest may appear. Circuit shall provide reasonable evidence of applicable insurance coverage upon request.
Nothing in this Lease shall expand Circuit’s insurance obligations beyond the insurance requirements agreed to in the PSA or the coverage actually provided under the applicable insurance policies.
9. Accidents, Damage and Loss
Circuit shall promptly notify the City of any material accident, theft, loss, or damage involving a Vehicle and shall reasonably cooperate with the City and applicable insurers in connection with
any resulting claim. Any insurance proceeds payable with respect to damage to or total loss of a Vehicle shall be distributed in accordance with the applicable insurance policy and the Parties’ respective interests.
The indemnification and liability obligations of the Parties relating to operation of the Vehicles shall be governed by the PSA and shall not be expanded by this Lease.
10. Alterations and Equipment
Circuit may install temporary operational equipment reasonably necessary to provide the Services, including telematics, cameras, communications equipment, fare equipment, signage, technology, and temporary branding. Circuit shall not make any permanent material structural modification to a Vehicle without the City’s prior written approval. At termination of the Lease, Circuit may remove its equipment and shall reasonably repair damage caused solely by such removal.
11. Registration and Ownership Matters
The City shall remain the titled owner of the Vehicles and shall be responsible for ownershipbased registration and title requirements. Circuit shall be responsible for operational inspections and maintenance-related inspections required in connection with its use of the Vehicles, except to the extent a requirement by law applies solely to the titled owner.
12. Return of Vehicles
Upon expiration or earlier termination of the PSA and this Lease, Circuit shall discontinue use of the Vehicles and return them to the City at the location below, or at another location within the City mutually agreed by the Parties:
Return Location: La Puente Park, 501 N. Glendora Avenue, La Puente, CA 91744 Unless otherwise agreed in writing, Circuit shall return the Vehicles within five (5) business days following expiration or termination. The Vehicles shall be returned with all City-owned keys, equipment, records, and accessories received by Circuit, in substantially the same condition as delivered, ordinary wear and tear excepted. Circuit shall have no further right to possession of the Vehicles following termination of this Lease.
13. Relationship to PSA
This Lease is ancillary to and incorporated into the PSA. Except for the specific terms governing ownership, possession, operation, maintenance, insurance, fuel allocation, and return of the Vehicles contained herein, the PSA shall govern the relationship between the Parties.
In the event of a conflict between this Lease and the PSA, the PSA shall control unless this Lease expressly states otherwise with respect to the Vehicles. The notice, governing law, dispute, indemnification, amendment, authority, counterpart, and other general contractual provisions of the PSA are incorporated into this Lease by reference.