City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
FOURTH AMENDMENT
to Agreement between the
City of Chula Vista
and
CIRCUIT TRANSIT, INC.
For CHULA VISTA COMMUNITY SHUTTLE PROGRAM
This FOURTH AMENDMENT (“Amendment”) is entered into effective as of June 13, 2026 (“Effective Date”) by and between the City of Chula Vista (“City”) and CIRCUIT TRANSIT, INC. (“Consultant”) (collectively the “Parties” and individually a “Party”) with reference to the following facts:
RECITALS
WHEREAS, on March 15, 2022, the Parties entered into a City of Chula Vista Contractor/Service Provider Services Agreement with Circuit Transit Inc., No. 2021 -96 (“Original Agreement”); and
WHEREAS, on June 11, 2024, the Parties executed a first amendment of the Original Agreement to amend the scope of work and payment terms; and
WHEREAS, on June 12, 2025, the Parties executed a second amendment of the Original Agreement to increase the not-to-exceed amount to reflect one month of additional services and/or costs for continued operations of the shuttle; and
WHEREAS, on July 15, 2025, the Parties executed a third amendment of the Original Agreement to amend the required services, term, and compensation from June 13, 2025, through June 12, 2026; and
WHEREAS, City and Consultant desire to amend the Agreement to update required services, term, and compensation for services running from June 13, 2026, through June 12, 2029, and in compliance w ith Clean Mobility Options Project Voucher grant obligations through November 19, 2026, as more specifically set forth below; and
WHEREAS, the City desires to refine the scope of shuttle services, adjust service levels including service area and fleet siz e, contract terms, and compensation to support Years 5 through 7 of shuttle operations, with the option to renew, subject to City Council appropriation and the availability of funding.
NOW, THEREFORE, in consideration of the above recitals and the mutua l obligations of the parties set forth herein, City and Consultant agree as follows:
1. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Revised Exhibit A, which is attached hereto and incorporated herein by this reference.
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
2. Except as expressly provided herein, all other terms and conditions of the Original Agreement shall remain in full force and effect.
3. Each party represents that it has full right, power and authority to execute this FOURTH Amendment and to perform its obli gations hereunder, without the need for any further action under its governing instruments, and the parties executing this Amendment on behalf of such party are duly authorized agents with authority to do so.
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
SIGNATURE PAGE TO FOURTH AMENDMENT
TO
CITY OF CHULA VISTA CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT WITH CIRCUIT TRANSIT INC. TO IMPLEMENT AND
PROVIDE SERVICES FOR THE COMMUNITY SHUTTLE PROGRAM
CIRCUIT TRANSIT, INC. CITY OF CHULA VISTA
BY:________________________________ BY: ________________________________
JAMES MIRRAS TIFFANY ALLAN
CO-FOUNDER/COO CITY MANAGER
APPROVED AS TO FORM
BY:____________________________
MARCO A. VERDUGO
CITY ATTORNEY
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
REVISED EXHIBIT A
AMENDED AND RESTATED
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice
A. City Contract Administration:
Stacey Kurz
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5047
[email protected]
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
[email protected]
B. Contractor/Service Provider Contract Administration:
CIRCUIT TRANSIT INC.
743 Ninth Avenue, San Diego, CA 92101
562-252-6680
[email protected]
For Legal Notice Copy to:
CIRCUIT TRANSIT INC. / James Mirras
501 East Las Olas Boulevard, Fort Lauderdale, FL 33301
[email protected]
[email protected]
2. Required Services
A. General Description:
Contractor/Service Provider will provide shuttle transportation services in the western part of the Chula Vista community in accordance with the terms and conditions of this Agreement and as further depicted in Revised Exhibit D.
B. Detailed Description:
Based on the findings of the 2020 SANDAG Mobility HUB needs assessment survey as referenced for the Chula Vista Community Shuttle (the “Shuttle Program”), City desires to provide electric on -demand shuttle services catered to the needs of the community with a focus on the local senior community in the Northwest and Southwest part of Chula Vista as shown on Exhibit D. The Shuttle Program has been and will be designed with the community’s input and participation to provide safe, convenient, affordable,
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
and accessible first/last mile connections. The goals of the Shuttle Program will be to improve mobility options with an emphasis on the senior communities, provide connections to public transit and key community services, improve social determinants of health r elated to transportation accessibility, reduce greenhouse gas emissions, improve air quality, and reduce congestion.
Phasing and Deliverables. Contractor/Service Provider will operate and implement the Shuttle Program in accordance with all terms and cond itions of this Agreement and provide the following deliverables within the timelines provided below:
● Fares.
o Seniors. Contractor/Service Provider will operate the Shuttle Program as a fare-free transportation service for seniors fifty -five (55) years of age and older. Notwithstanding, the City reserves the discretion, in coordination with the Contractor, to implement a fare up to $2.00 for senior riders as part of program modifications to support long-term sustainability, affordability, and service quality.
▪ In the event the City elects to implement a fare, the Contractor/Service Provider shall be responsible for leading community outreach and rider education efforts prior to implementation. Such efforts shall ensure that riders and relevant stakeholders a re informed of the fare structure and any related program changes. The City shall provide support and coordination for such outreach and education activities, as reasonably requested.
o General Public . Contractor/Service Provider will maintain the Shuttle Program available to the general public. The Shuttle Program will charge general public users a fare of $2.00 per passenger per ride (each a “Fare”; collectively the “Fares”). Contractor/Service Provi der will implement and maintain a contactless fare program, one that will accept payment via credit card, debit card, or prepaid card. Contractor/Service Provider will be responsible for collecting any and all Fares and to account for any and all Fares col lected. Contractor/Service Provider will provide City with a monthly accounting of any and all Fares collected from the Shuttle Program within thirty (30) days of the end of the month in which the Fares were collected. The City may audit or require an inde pendent audit of the accounting submitted to verify the accuracy of the accounting and the appropriateness of the submittals. The responsibility of payment of the independent audit will be negotiated in good faith by the Parties.
Contractor/Service Provide r will apply sixty percent (60%) of the total revenue generated from any and all Fares towards future Required Services in the form of a credit to the City. This credit shall be applied in to offset costs of the Shuttle Program and provide for continuing s upport for the Shuttle Program, as follows:
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
o Contractor/Service Provider will apply sixty percent (60%) of the total revenue generated from any and all Fares on a monthly basis:
▫ Sixty percent (60%) of all Fares collected shall be issued to the City in th e form of a credit memo. Unless otherwise directed by the City, such credit memo shall be applied to the billing statement for the month immediately following the month in which the Fares are accrued. The City may, at its discretion, apply the credit memo to a different billing period.
● Fare Adjustments. Notwithstanding the foregoing, the City reserves the right, in coordination with and subject to agreement by the Contractor/Service Provider, to modify the Fare amount, structure, or applicability, including but not limited to the implementation of discounted fares, promotional fares, or fare increases. Any such changes shall be mutually agreed upon in writing by the Parties prior to implementation. Contractor/Service Provider shall implement any app roved fare modifications and update its fare collection system accordingly.
● Advertising on Vehicles. Contractor/Service Provider may lease space not utilized by City collateral (e.g. City and funder logos, fare information, shuttle logo) or materials to g enerate advertising revenue. Revenue is intended to support shuttle operations during the Contract. Contractor/Service Provider agrees to prepare, sell, and execute advertising campaigns in conjunction with the Shuttle Program.
Contractor/Service Provider acknowledges and agrees that City’s written approval will be required to enter into any advertising contracts or receipt of any Advertising Revenue (defined below). Contractor/Service Provider further acknowledges and agrees that any advertising all City policies for advertising, and all other applicable rules, regulations, and laws related to advertising. Contractor/Service Provider will be responsible to collect any and all revenues derived from any advertising campaigns (“Advertising Revenue”) and to acc ount for any and all Advertising Revenue. Advertising Revenue shall be shared with the City by a fifty-fifty (50/50) split. The City’s share of net advertising revenue shall be applied as a credit memo to offset the City’s subsidy. Within thirty (30) days of Agreement expiration or termination, Contractor/Service Provider shall pay the City any and all remaining amounts of the City’s share of Advertising Revenue owed to the City. Advertising Revenue means the gross advertising revenue received less all othe r costs and expenses, including, but not limited to advertisement design, production costs, installation and removal costs and customary commissions paid to media sales representatives, incurred by the Contractor in connection with providing the advertisement sales.
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
● Marketing and Outreach. Contractor/Service Provider shall be responsible for leading marketing and outreach efforts related to the Shuttle Program, including the development and distribution of public -facing materials regarding the service and any signific ant service changes, such as service area modifications or fare adjustments, as appropriate. All activities must align with the City’s approved branding guidelines and communications protocols. Responsibilities include the following:
o Social Media Engagem ent. Contractor/Service Provider shall post and/or reshare content across its social media platforms to promote the Chula Vista Community Shuttle. Social media activity shall occur no less than once per month and no more than three (3) times per month, unl ess otherwise directed by the City. Content must reflect approved Chula Vista branding materials. In addition, the Contractor/Service Provider shall design and lead a social media campaign specific to the Chula Vista service, with defined deliverables. Cam paign activities may include, but are not limited to, proactive posts, features about the program, and outreach to potential advertisers through email, regional advertising RFPs, and other digital marketing channels.
o Customer Outreach . Contractor/Service Provider is expected to lead outreach efforts to inform potential riders about how to access shuttle services, including how to request rides via the mobile application or call center. Such outreach may be conducted in coordination wit h the City and may include materials in English and Spanish, as appropriate.
o Advertising Outreach. The Contractor/Service Provider shall actively pursue both national and regional advertising partners. The Contractor/Service Provider will, on a quarterly basis, send marketing materials to advertising partners outlining the benefits of advertising in Chula Vista, and send communications to riders outlining advertising opportunities. By the end of each quarter, the Contractor/Service Provider will share a competitive market analysis of the advertising landscape.
o Organic Content Creation. Contractor/Service Provider shall create organic social media content that highlights advertisers wrapping the vehicles, features rider photos and testimonials, and promote s community events in which the service is participating. These efforts are intended to humanize the service, build local relevance, and increase ridership and advertiser interest.
o Coordination and Approvals. Contractor/Service Provider shall coordinate all outreach and marketing activities with designated City staff to ensure alignment with the City's communication strategy. The City reserves the right request edits or additional content as needed.
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
o Reporting Requirements . All marketing and outreach efforts shall be documented in Contractor/Service Provider’s quarterly report to the City.
Reports must detail the type, frequency, and outcomes of marketing activities, including analytics or performance metrics where applicable.
● Dashboard Access and Reporting Requirements. Contractor/Service Provider shall provide the City with a data dashboard that allows the City to monitor service levels via interactive, daily extracts available on the following day, and provide anonymized trip information in a downloadable format. Contractor /Service Provider shall anonymize and aggregate data, where needed, to prohibit sharing of personally identifiable information. The dashboard will provide various Key Performance Indicators (“KPI”) and data points including:
o Operating data by hour, day, week and month
▪ Requests
▪ Passengers
▪ Rides
▪ Cancellations
▪ Denials
o Operating data by day, week and month
▪ WAV completed rides
▪ No Show %
▪ Avg Pax / Trip
▪ AVG Wait Time
▪ AVG Trip Time
▪ AVG Response Time
▪ Total Trip Miles
▪ AVG User Rating
▪ Gallons of Gas Saved
▪ Passenger Miles Traveled
o Additional Operating Data, various formats and timeframes ▪ Unique users
▪ AVG User Age
▪ Heat Maps
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
▪ Pickup and Drop Off addresses
▪ Connection Rate %
▪ Unique Rider IDs or Unique identifier (UID) (Defined as distinct alphanumeric codes or numbers assigned to each individual riders) o Export Dashboards
o Interactive Tools
o Self-Serve Chart Building Functionality
o Top pick up and drop off locations / Addresses / Connection Rate o Driver Rating Survey Outreach
o Call Center and Customer Service Survey Outreach
● Access to Service. Contractor/Service Provider will allow riders to request rides for the Shuttle Program within a geo -fenced coverage zone through a mobile ride request app available on iOS and Android, and by call in. Caregivers, senior living community staff, and others can also make requests on behalf of riders. o The Shuttle Program will include a wheelchair accessible vehicle (WAV) that is an American with Disabilities Act (ADA) accessible vehicle on standby for riders requiring ADA assistance, which can be indicated in the ride request app, or when requesting by phone.
o Language Access. Contractor/Service Provider shall comply with applicable federal and state requirements, including Title VI of the Civil Rights Act and California Government Code Section 11135, to provide language assistance services to individuals with limited English proficiency (LEP), as required. Such services may include multilingual call center support or access to interpretation services, as appropriate.
● Funding. The Parties acknowledge and agree that compensation for the Required Services will be paid by City in accordance with Revised Exhibit A, Section 4, below. The Parties acknowledge and agree that the Required Services will be funded solely with the funding sources identified below, during the time periods identified below:
Period Funding Source
Pre-Year 0 ● Clean Mobility Options (CMO) will provide funding for all Pre -Year 1 Shuttle Program costs.
Operational
Year 1 ● Congregational Community Development Corporation (CCDC) will provide funding for the operation of one (1) electric sedan vehicle. ● CMO will provide funding for all other Shuttle Program costs, including but not limited to four (4) electric sedan vehicles and one (1) WAV van.
Operational
Year 2 ● CCDC will provide funding for the operation of one (1) electric sedan vehicle.
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
● CMO will provide funding for all other Shuttle Program costs, including but not limited to four (4) electric sedan vehicles and one (1) WAV van.
Operational
Year 3 ● CCDC will provide funding for all Shuttle Program costs, including but not limited to five (5) electric sedan vehicles, one (1) WAV van, and one (1) non- ADA van.
Operational
Year 4 ● The City will provide funds towards the operations and ensure compliance of the CCDC and CMO funds, as well as any other funding sources. Funding covered operations for five (5) electric sedan vehicles, one (1) WAV van, and one (1) non-ADA van.
Operational
Year 5 ● The City and CCDC will provide funds towards the operations to ensure compliance with the end of CMO Voucher November 19, 2026, with the option to renew and continue services through the end of the operational year.
Funding shall cover operations for four (4) electric sedan vehicles, and one (1) WAV van.
Operational
Year 6 and 7 ● The City and CCDC intend to provide funding towards the shuttle operations for Year 6 (Fiscal Year 2027 -28) and Year 7 (Fiscal Year 2027 -29), subject to City Council appropriation and availability of funds. The City’s contribution shall not exceed the required one -to-one (1:1) local match relative to CCDC funds for that fiscal year. Funding is anticipated to support continued operations consistent with prior service levels, including fleet composition and service delivery, as may be refined based on program performance and available funding.
● Operating Planning and Time. Contractor/Service Provider will operate a shuttle service, based upon the Shuttle Program nine (9) hours per day, five (5) days per week Monday through Friday from 8 am to 5 pm. The Shuttle Program schedule will be aligned wit h the needs of the community and Contractor/Service Provider shall adjust the schedule at City’s request based on feedback from the community/City as the data from the service becomes available. Any modifications or expansions to the Required Services shall be subject to mutual agreement by the Parties, availability of funding, and may be incorporated through an amended Scope of Work.
● Performance Monitoring. The Contractor/Service Provider shall track and report KPIs to support ongoing service evaluation a nd improvement. Such metrics shall include, but are not limited to:
o Wait Times. The time between when a ride is requested and when the ride is completed. The City seeks to achieve wait times of twenty (20) minutes or less for more than ninety percent (90%) of rides provided during any calendar month. Within thirty (30) days of execution of this amendment the City and Contractor/Service Provider will meet to review the current operating plan and discuss options available to optimize wait times. Wait
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
time data will be reviewed on a regular basis, and if wait times goals are not met because of events and circumstances within the control of Contractor/Service Provider, the Parties will agree on an appropriate service credit.
▪ Average Wait Time: Contractor/Service Provider shall track the amount of time between the moment a rider submits a trip request and the moment the driver arrives at the designated pick-up location and marks the rider as picked up. Wait time shall not include travel time between pick -up and dr op-off, delays attributable to rider readiness, rider -initiated schedule changes, or cancellations.
Contractor/Service Provider shall use commercially reasonable efforts to maintain an average rider wait time of sixteen (16) minutes or less, measured on a monthly basis; provided, however, that delays resulting from factors beyond the reasonable control of the Contractor/Service Provider, pursuant to Operational Performance Qualification section below, may be excluded where the Contractor/Service Provider, documents the cause of such delay and the City reasonably agrees such circumstances were outside the Contractor/Service Provider’s control.
o Trip Denial Rate: Contractor/Service Provider, shall track the number of trips, denials, and cancellations includ ing reasons for such denials and/or cancellations. The City and Contractor/Service Provider may monitor trip denials rates and evaluate trends over time to inform the service planning, service conditions, and service adjustments. For purposes of performanc e monitoring, the trip denial rate shall be calculated as the number of denied trips divided by the total number of requested trips. Combined rider cancellation rates and driver trip denial and cancellation rates shall not exceed thirty percent (30%) on a monthly basis; provided, however, that denials or cancellations resulting from factors beyond the reasonable control of the Contractor/Service Provider, pursuant to Operational Performance Qualification section below, may be excluded where the Contractor/Service Provider, documents the cause of such denial or cancellation and the City reasonably agrees such circumstances were outside the Contractor/Service Provider’s control.
o Driver Rating and Survey Outreach: Contractor/Service Provider shall collect customer feedback related to driver service and rider experience to support continuous service improvement. Contractor/Service Provider shall make driver rating satisfaction survey s available to all riders and shall use commercially reasonable efforts to encourage participation in such survey.
Contractor/Service Provider shall maintain an average score of at least three (3) (“satisfactory”) on a scale of one (1) to five (5). o Call Center and Customer Service Survey: Contractor/Service Provider shall collect customer feedback related to call center service to support continuous service improvement. Contractor/Service Provider shall make call center rating survey opportunities availab le to riders who utilize call
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
center services, including through an optional post-call survey process, and shall use commercially reasonable efforts to encourage participation in such surveys. Contractor/Service Providers shall maintain an average call center service rating of at least three (3) (“satisfactory”) on a scale of one (1) to five (5).
o Operational Performance Qualification: Contractor/Service Provider shall monitor operational performance and notify the City if factors within or outside of the Contractor/Service Provider’s reasonable control materially impact the ability to achieve these metrics.
o End of Voucher Year Reporting: On November 1, 2026, the Contractor/Service Provider shall meet with City to discuss KPIs measured from June 13, 2026 through October 31, 2026.
● Shared Ride Definition, Service Delivery and Rider Experience. Shared ride is defined as a ride in which two or more ride requests are fulfilled during the same trip with coordinated pick-ups and/or drop-offs. Shared rides shall be automatically enabled through the Contractor/Service Provider’s routing algorithm based on ride proximity, timing, and vehicle capacity.
o Maximum Occupancy Limits shall apply as follows:
▪ GEM vehicles (EC Sedans): maximum four (4) passengers per vehicle.
▪ ADA-accessible van: maximum one (1) passenger in mobility devices plus 6 seated passengers.
o All shared ride trips must adhere to the following conditions:
▪ Shared rides shall not cause a delay of more than ten (10) minutes beyond the initial projected arrival window.
▪ Riders must be notified of an updated ETA if a shared stop is added after booking.
o Shared rides shall be reported as completed trips and included in monthly performance reports.
Contractor/Service Provider shall clearly inform riders in the app and through customer service channels that shared rides are the default mode of service.
Passenger feedback regarding shared ride experiences, including concerns about timeliness or ride length, shall be tracked and included in the Contractor/Service Provider’s monthly report. Contractor/Service Provider shall work with the City to implement service adjustments if repeated issues are identified.
Destinations. The focus of the service territory will be on key destinations for the senior population, including healthcare, grocery, senior living facilities, and senior centers, and other destinations as determined through community feedback in western Chula Vista, as detailed in Exhibit D.
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
● CMO Grant. Contractor/Service Provider acknowledges and agrees that City has obtained a grant from the California Air Resource Board, Clean Mobility Options Voucher Pilot Program (the “CMO Grant”) as a source of funding for the Required Services. The grant application, grant agreement, and terms and conditions for the CMO Grant are attached hereto and incorporated herein as Exhibit E collectively, the “CMO Grant Materials”). Contractor/Service Provide r agrees that it has read and understands the requirements in the CMO Grant Materials. Contractor/Service Provider agrees to comply, and cause the City to comply, with all requirements, terms, and conditions of the CMO Grant and the CMO Grant Materials, an d all related requirements, terms, and conditions of the CMO Grant. Contractor/Service Provider agrees that its failure to comply, or its failure to cause the City to comply, with all requirements, terms, and conditions of the CMO Grant or the CMO Grant Materials, or any related requirements, terms, and conditions of the CMO Grant constitutes a material breach of this Agreement.
● CCDC Grant. Contractor/Service Provider acknowledges and agrees that City has obtained a grant from the Community Congregational Development Corporation (“CCDC”) as a source of funding for the Required Services (the “CCDC Grant”).
The grant application, grant agreement, and terms and conditions for the CCDC grant are attached hereto as Exhibit F (collectively, the “CCDC Grant Materials”).
Contractor/Service Provider agrees that it has read and understands the CCDC Grant Materials. Contractor/Service Provider agrees to comply, and cause City to comply, with all requirements, terms, and conditions of the CCDC Grant and the CCDC Grant Materials, and all related requirements, terms, and conditions of the CCDC Grant. Contractor/Service Provider agrees that its failure to comply, or its failure to cause the City to comply, with all requirements, terms, and conditions of the CCDC Grant or CCDC Grant Materials, or any related requirements, terms, and conditions of the CCDC Grant constitutes a material breach of this Agreement.
● Improvements. Contractor/Service Provider shall be responsible for the construction, maintenance, operation, repair, and replacement of any improvements necessary to operate the Shuttle Program. The Parties acknowledge and agree that it is their intent that necessary co nstruction, maintenance, operation, repair, and replacement of improvements will be subject to reimbursement pursuant to Exhibit A, Section 4 of this Agreement.
2. Responsibilities of the City
● For the Term of this Agreement, City will provide Contractor/Service Provider with six (6) parking spaces for electric vehicle storage and eight (8) additional parking spaces at no cost to Contractor/Service Provider. The Parties acknowledge and agree that terms for use, including but not limited to location, of the parking spaces have not yet been finalized. Upon finalization of such terms of use, Contractor/Service Provider acknowledges and agrees that City may require
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
Contractor/Service Provider to enter to additional agreements with the City (i.e. right-of-entry agreements, license agreements) or obtain permits (i.e. construction permits) to memorialize such terms of use.
● City agrees to reasonably assist Contractor/Service Provider with access to Level 2 charging for the electric vehicles as appropriate.
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin March 15, 2022, and end on November 19, 202 6 for completion of all Required Services. Upon mutual written agreement of the Parties executed no later than ninety (90) days prior to expiration, the Agreement may be extended for up to three additional one-year terms, or portion thereof, through June 12, 2029.
4. Compensation:
A. Form of Compensation
☒ Invoiced or agreed-upon amounts as follows:
The Parties acknowledge and agree that any and all payments for Shuttle Program costs will be solely funded by CMO and CCDC, not the City, through the CMO Grant and the CCDC Grant, respectively, for Year 1 through Year 3 of the Shuttle Program.
Contractor/Service Provider acknowledges and agrees that City is only obligated to pay Contractor/Service Provider for the performance of Required Services to the extent that grant funds are approved by the Granting Agencies and actually reimbursed to the City.
Contractor/Service Provider acknowledges and agrees that City shall have no obligation to pay for the Required Services from any other funding source. The maximum amount to be paid to the Contractor/Service Provider for services performed during Term of the Agreement for Year 1 through Year 3 shall not exceed $2,497,833.00.
During Year 4 of operations, the Parties acknowledge and agree that any and all Fare and Advertising Revenue credits generated will be applied during Year 4 of the Shuttle Program, in a manner agreed to by the Parties in Task 1 and 3. The maximum amount to be paid to the Contractor/Service Provider for services performed during the Term of the Agreement in Year 4 shall not exceed $840,000.00 based on the rates and terms below.
During Year 5 of operations, the Parties acknowledge and agree that any and all Fare and Advertising Revenue credits generated during the Term will be applied during Year 5 of the Shuttle Program, in a manner agreed to by the Parties in Task 1 and Task 3. The maximum amount to be paid to the Contractor/Service Provider for services performed during the Term of the Agreement in Year 5 shall not exceed $680,000.00 based on the rates and terms below.
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
During Year 6, and Year 7 of operations, the Parties acknowledge and agree that continued operations beyond Year 5, are subject to City Council appropriation and the availability of alternative funding sources, that is subject to approval and annual appropriation.
The below are based on level of effort from these classifications and labor rates:
Circuit Labor Classifications
Role Labor Rate
Driver Ambassador $29.44
Lead Driver Ambassador $33.46
Operations Supervisor $47.05
Fleet Technician $47.44
Area Manager $75.07
Marketing Lead - Community Outreach $95.00
Graphics & Design Services
$60.00
The Driver Ambassador hours are necessary for all service / vehicle revenue hours for each program, but the other titles are allocated out over numerous vehicles and/or locations and contracts, so the entire cost of e ach employee is not the responsibility of the City to pay for.
SERVICE DELIVERY: The Contractor/Service Provider shall be reimbursed for service based on the pricing established below, per vehicle revenue hour (VRH) totals. On a monthly basis the number of VRH’s provided by vehicle type will be multiplied by the pricing per VRH rates presented below, to arrive at the monthly service fee.
Pricing per VRH
Sedan WAV Van
$77.04 $95.70
The turn-key Cost/Vehicle Revenue Hour includes driver, maintenance, fuel, registration, vehicle leases, insurance, washing/cleaning, storage, software licensing, and mobile app fees.
● Vehicle Revenue Hours (VRH): The hours that vehicles are actively in operation and providing service for the transport of passengers.
o VRH includes the time when the vehicle is in service and available to accept passenger requests, whether passengers are onboard or not. VRH also includes layover defined below. The contractor’s drivers are in “Available” status in the software application, or the vehicle is in “Unavailable” status due to finishing out any rides routed to their queue before moving their status.
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
▪ Layover / Recovery Time: The hours scheduled at the end of the route before the departure time of the next trip. This time is scheduled for two reasons:
▫ To provide time for the vehicle operator to take a break (layover); and
▫ To provide time to get back on schedule before the next trip departs if the trip arrives late at the end of the route (recovery).
o VRH excludes non-revenue activities such as deadheading (travel to or from the service area without passengers), charging, maintenance, driver breaks exceeding ten (10) minutes, or any time when the vehicle is out of service.
The contractor’s drivers go into "Unavailable" status throughout the day due to the reasons mentioned above.
● Service Delivery Requirements. The contractor and project management team shall work together in developing the service operations plan, including fleet schedule.
The agreed upon plan must be approved in writing by the project manager. Th e contractor is required to adhere to the schedule.
B. Invoicing
Contractor/Service Provider shall submit invoices to the City on a monthly basis. City will make payment, via ACH/wire transfer, within thirty (30) days following receipt and approval of invoices by City.
Invoices shall contain supporting documentation f or revenue collected including total passenger fare and advertising revenue. This includes but is not limited to, VHRs per day, week, and month; net fare revenue and net incurred credit card processing fees, etc.
If any invoices, following receipt and ap proval by the City, are more than sixty (60) calendar days past due, the Contractor will have the right, in addition to all other rights and remedies available to it, to suspend services or offset any balance or amounts owed on any credits due to the City from net fare revenue, or net advertising revenue.
Contractor/Service Provider will provide City with a detailed invoice and breakdown by Granting Agency for Required Services performed each month, within thirty (30) days of the end of the month in which the Required Services were performed. Upon receipt of the invoice, City will review the invoice and pay Contractor/Service Provider for approved amounts within thirty (30) days, in an amount not-to-exceed $75,000.00 in Years 1 through
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
Year 3, with the exception of the initial invoice provided at the Effective Date for Planning & Pre-launch Deliverables, $73,500.00 in Year 4, and $60,000.00 in Year 5.
In no event shall Contractor/Service Provider invoice amounts in excess of the not-to- exceed amount of $340,000.00 through November 19, 2026 . Any costs incurred beyond the monthly not-to-exceed shall be the sole responsibility of the Contractor and shall not be invoiced to the City or carried forward as a credit, offset, or adjustment to future invoices.
AND
Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through November 19, 2026, shall not exceed $340,000.00.
The Parties acknowledge that this Amendment commits the City to continue services with Contractor for Year 5 operations of the Shuttle Program through November 19, 2026.
Continued operations beyond Year 5 as subject to City Council approval, annual appropriation of funds, and the availability of matching funds, including but not limited to a minimum one-to-one (1:1) match of funds provided by CCDC.
If the City exercises its option to extend the Agreement, the amount to be paid to the Consultant for services provided during the term of that extension, through June 12, 2029, shall not exceed $4,067,690.00.
5. Special Provisions:
☒ Other:
Assignment
Neither Party may assign, transfer, delegate, or subcontract this Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld.
Notwithstanding the foregoing, City consents to Contractor/Service Provider’s assignment of its rights to receive payments or accounts receivable due under this Agreement to Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), in connection with a revolving line of credit or o ther financing facility. Any such assignment shall be strictly limited to Contractor/Service Provider’s rights to payment and shall not modify any other rights or obligations under this Agreement but shall be subject to assignee assuming all obligations of Contractor/Service Provider under this Agreement related to the rights assigned. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Any other purported assignment or delegation in violation of this Section shall be null and void.
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
Program Compliance and Performance Expectations
At a minimum, the City shall incorporate applicable program requirements from funding partners, including but not limited to the CCDC, into its agree ment with the Contractor/Service Provider, as appropriate. If such applicable program requirements are not met, the City may take reasonable and appropriate action consistent with this Agreement, which may include adjusting, withholding, or offsetting paym ent, in accordance with the terms set forth herein.
City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC.
Rev. 10/08/2025
EXHIBIT D
CHULA VISTA COMMUNITY SHUTTLE YEAR 5 SERVICE AREA
Description: Redefining the western border just west of the I-5 Corridor, the eastern border along Third Avenue, and the southern border to Palomar Street.