RELEASE AND SETTLEMENT AGREEMENT

This Release and Settlement Agreement (“Settlement Agreement”) is made and

entered into as of August 16, 2018, between Lyft, Inc. (“Lyft”) and the City of Chicago (“City”),
(each individually a “Party” and collectively, “Parties”), the latter acting through its Department
of Business Affairs and Consumer Protection (“BACP”) and its Department of Law.

RECITALS

WHEREAS, the City is a home rule unit of government as defined in Section 6(a)
of Article VII of the 1970 Constitution of the State of Illinois; and

WHEREAS, Lyft is a corporation organized and existing under the laws of the State
of Delaware with its principal place of business in San Francisco, California; and

WHEREAS, Lyft has developed a smartphone application that enables users to

request ridesharing services from affiliated drivers; and

WHEREAS, BACP has licensed Lyft to be a “transportation network provider” that

offers a “transportation network service” in the City, as those terms are defined in the Municipal
Code of Chicago, Illinois (“MCC”) § 9-115-010; and

WHEREAS, Lyft connects passengers with “transportation network drivers” to

provide ridesharing services in the City; and

WHEREAS, the City contends that Lyft approved Raja L. Khan, who was ineligible
to be a transportation network driver, as a transportation network driver;

WHEREAS, the City contends that Lyft violated MCC § 9-115-150(f) by

approving persons as transportation network drivers, including but not limited to Raja L. Khan,
who were ineligible to be transportation network drivers under MCC § 9-115-150(b)(1); and

WHEREAS, the City contends that Lyft violated MCC § 9-115-150(b)(2) by

attesting to the Commissioner of BACP that ineligible transportation network drivers satisfied all
the requirements of MCC § 9-115-150(b)(1); and

WHEREAS, any transportation network provider licensee that violates Chapter 9-

115 of the MCC “shall be subject to a fine of not less than $500.00 and not more than $10,000.00
for each such violation,” with “[e]ach day that any violation shall continue … deemed a separate
and distinct offense,” MCC § 9-115-230(a); and

WHEREAS, the Parties wish to settle, compromise, and resolve any and all claims
related to Lyft’s alleged violations of the MCC and/or Transportation Network Providers Rules
(“TNP”), including but not limited to MCC §§ 9-115-150 and Rules TNP 1.06(g) and TNP 1.10
through the date that this Settlement Agreement is executed (the “Claims”); and
 WHEREAS, Lyft contends that it engaged and was reliant upon a third-party
background check provider to conduct background checks, including criminal background checks,
of drivers; and

WHEREAS, the Parties acknowledge and agree that settlement of the Claims is not
an admission of liability by or on the part of any Party to this Settlement Agreement; and

WHEREAS, the Parties acknowledge and agree that this Settlement Agreement is
made to resolve the Claims expeditiously and to avoid the cost and uncertainty of the outcome of
litigation;

NOW, THEREFORE, in consideration of the covenants set forth below and other
good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties
mutually warrant and agree as follows:

AGREEMENT

1. RECITALS. The recitals set forth above constitute material and integral parts of this
Settlement Agreement and are incorporated herein by reference.

2. DEFINITIONS. All terms not specifically defined herein have the meanings set forth in
Chapter 9-115 of the City’s Municipal Code.

3. WAIVER AND RELEASE. In consideration of this Settlement Agreement, the City, on its
own behalf and on behalf of its officers, employees, agents, representatives, attorneys,
insurers, and subcontractors of whatever level, and anyone claiming through them or acting
or purporting to act on their behalf hereby releases, waives, acquits, and discharges all
claims, demands, disputes, and all causes of action and requests for additional payment or
any monetary or other relief relating to the Claims that have been brought or could have
been brought by the City or on the City’s behalf against Lyft and Lyft’s future, current, or
former employees, agents, attorneys, contractors, subcontractors, representatives,
affiliates, estates, devisees, heirs, independent contractors, and assigns related to the
Claims.

4. SETTLEMENT RELIEF. In consideration of and exchange for the City’s Waiver and
Release, Lyft agrees to provide the following relief:

a. Within 21 days from the date that this Settlement Agreement is executed by all
parties, Lyft shall pay the City $4,000,000.00 (the “Settlement Amount”). Lyft’s
payment must be paid by wire transfer, or by certified or cashier’s check, payable
to “City of Chicago,” and must be delivered to Jane Elinor Notz, Deputy
Corporation Counsel, City of Chicago, Department of Law, Affirmative Litigation
Division at 121 North LaSalle St., Room 600, Chicago, Illinois 60602, or such
future address as provided by the City, on or before the due date.

b. Within 60 days from the date that this Settlement Agreement is executed by all
parties, Lyft shall provide to the City the results of an independent third-party audit
into a randomly selected population of up to 10% of transportation network drivers

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 who went through the background check process and began giving rides with Lyft
in Q4 2017, Q1 2018, and Q2 2018, to determine Lyft’s compliance with MCC §
9-115-150. For every quarter thereafter Lyft shall provide the City with results of
an independent third-party audit into a randomly selected population of up to 10%
of its approved transportation network drivers who began giving rides with Lyft in
the previous quarter, unless and until the Commissioner of BACP notifies Lyft in
writing that the City has terminated Lyft’s audit obligations.

The City will keep the audit data reported pursuant to this Section
4(b) (“Audit Data”) confidential and will not produce, release, or otherwise
disseminate the Audit Data unless ordered or compelled by a court of competent
jurisdiction, or unless a proper request is made under the Illinois Freedom of
Information Act. The City agrees to notify, in writing, Alix Rosenthal, Lyft’s VP
of Compliance, at [email protected] and [email protected], as promptly as
reasonably feasible, and in any event at least three days before producing or
disclosing the Audit Data, of the City’s receipt of a request to produce or disclose
the Audit Data, so Lyft may take such action as it deems appropriate,
understanding, however, that the City may not willfully withhold a properly
requested public record unless stayed by a court of competent jurisdiction.

c. Within 60 days from the date that this Settlement Agreement is executed by all
parties, Lyft shall implement an internal process to verify its vendor’s compliance
in conducting the criminal background checks required by MCC § 9-115-150.
Lyft’s internal process must require additional review by Lyft or by its background
check provider of a transportation network chauffeur license applicant to determine
the applicant’s qualifications for a license when the criminal background check
required by MCC § 9-115-150 identifies a “partial hit” on the federal Public Access
to Court Electronic Records (“PACER”) system. “Partial hit” is defined as any
instance where a search of PACER for a transportation network chauffeur license
applicant locates a record for a person whose identifying information is
substantially similar, but not identical, to the applicant’s identifying information,
and requires additional research to positively match the applicant with the PACER
record.

d. Within 90 days from the date that this Settlement Agreement is executed by all
parties, Lyft shall confirm in writing to the Commissioner of BACP that Lyft has
established an additional layer of security to further authenticate transportation
network drivers and protect the safety of passengers in transportation network
vehicles.

e. By signing this settlement agreement, Lyft agrees that Lyft will continue to provide
and the City may publicly release the date and location, either by census block or
corresponding latitude and longitude coordinates, for all TNP trips starting and
ending within the City of Chicago, without prior notice to Lyft, so long as the data
being disclosed complies with all applicable federal, state, and local privacy laws,
and the data is: (i) aggregated across all licensed TNP providers operating in the
City; (ii) only made available on a quarterly basis; (iii) sufficiently anonymized so

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 that trips are not identifiable by TNP provider. This provision shall take effect on
November 1, 2018, and will apply to TNP trips starting and ending within the City
of Chicago after October 31, 2018.

f. Consistent with MCC § 9-115-150(b)(1)(iii), Lyft shall henceforth determine

whether each transportation network chauffeur license applicant has been convicted
of “two or more offenses involving traffic regulations governing the movement of
vehicles … within the 12 months immediately prior to applying to become a
transportation network driver.”

g. Consistent with MCC § 9-115-150(b)(1)(v), Lyft shall henceforth calculate “the

five years immediately preceding [the transportation network chauffeur license
applicant’s] application to be a driver” to commence on the date when the
applicant’s sentence terminated.

h. Consistent with MCC § 9-115-150(b)(1)(vi), Lyft shall henceforth determine

whether each transportation network chauffeur license applicant has “had a public
chauffeur license or restricted public chauffeur license suspended, revoked or non-
renewed by the city within the five years immediately preceding his application to
be a driver.”

5. DEFAULT, MATERIAL BREACH, AND REMEDIES.

a. DEBT DUE AND OWING. The Settlement Amount shall become a debt
immediately due and owing to the City on the date that said payment is due.

b. DEFAULT. Lyft’s failure to provide relief to the City in the amount, manner, and
time specified in Paragraph 4 shall constitute default of the Settlement Agreement
(“Default”).

c. REMEDY. Any Default constitutes a material breach of this agreement (“Breach”),

which shall entitle the City to, among other things, recover any unpaid portion of
the Settlement Amount. Upon Breach, Lyft waives its right to contest the entry of
a judgment for the unpaid portion of the Settlement Amount (“Judgment”), waives
any and all arguments, claims, and defenses relating to the entry of the Judgment,
and waives its right to appeal the Judgment.

d. NO WAIVER OF DEFAULT OR BREACH. The City shall not be obligated to

provide any notice to Lyft of its Default or Breach, and any failure by the City to
provide Lyft notice of its Default or Breach shall not constitute a waiver of the
City’s rights to enforce this Settlement Agreement or a Default or Breach
hereunder. In addition, any notice of Lyft’s Default or Breach provided by the City
will not create an obligation on the part of the City to continue to provide notices
to Lyft that it is in Default or Breach in the future. Any delay on the part of the
City in enforcing a Default or Breach by Lyft shall not constitute a waiver by the
City. The City’s acceptance of any payment that is not timely hereunder or is less
than payment in full of the amount due and payable at the time of such payment
shall not constitute a waiver of the City’s right to pursue any available remedies at
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 that time or at any subsequent time or nullify any prior pursuit of any such remedy,
or in any way or manner prejudice, impair, diminish or restrict any right, power, or
remedy available to the City, without its express written consent.

6. COMPLETE DEFENSE. If either Party sues the other Party for the purpose of asserting a
claim that has been waived under this Settlement Agreement, then this Settlement
Agreement shall be and constitute a complete defense and bar to such claim, and the Party
being sued shall be entitled to receive a declaratory judgment and/or an injunction against
such lawsuit.

7. NO ADMISSION OF WRONGDOING. This Settlement Agreement shall not in any way

be construed as an admission of fault or liability on the part of either of the Parties, who
expressly deny any fault or wrongdoing. Further, nothing hereunder shall be construed as
an agreement to toll any applicable statute of limitations. It is understood and agreed that
the terms of this Settlement Agreement have been made solely to accomplish an
expeditious resolution and settlement of the matter in controversy between the Parties and
for no other purpose.

8. ENTIRE AGREEMENT. This Settlement Agreement sets forth the entire agreement
between the Parties solely with respect to the Claims, and fully supersedes any and all prior
or contemporaneous agreements or understandings between the Parties pertaining to the
Claims.

9. PARTIES RELIED SOLELY ON THEIR OWN JUDGMENT AND INVESTIGATION.

The Parties acknowledge and expressly represent and warrant that they have relied solely
upon their own judgment, together with advice of counsel, when deciding whether to enter
into this Settlement Agreement. Each Party further agrees, acknowledges and expressly
warrants that no information, statement, promise, representation, warranty, condition,
inducement, or agreement of any kind, whether oral or written, made by or on behalf of
any other Party shall be, or has been, relied upon by it in entering into this Settlement
Agreement unless specifically contained and incorporated herein.

10. JOINT PARTICIPATION. The Parties warrant and represent that they have each
knowingly and voluntarily entered into this Settlement Agreement following consultation
with their respective legal counsel and participated jointly in the negotiation and drafting
of this Settlement Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Settlement Agreement shall be construed as if drafted jointly by
the Parties and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Settlement Agreement.

11. ADVICE OF COUNSEL. Each of the Parties hereto represents and warrants that it has
had the advice of counsel concerning the terms and conditions of this Settlement
Agreement. In entering into this Settlement Agreement, Lyft and the City represent that
each has relied upon the advice of its attorney, who is the attorney of its choice, and that
the terms of this Settlement Agreement have been interpreted and explained by its attorney,
and that these terms are fully understood and voluntarily accepted by the Parties.

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12. BINDING NATURE OF AGREEMENT. The terms of this Settlement Agreement shall
be binding upon, inure to the benefit of, and be enforceable by, the Parties hereto, and their
respective successors, administrators, executors, beneficiaries, and/or assigns.

13. CONTROLLING LAW. This Settlement Agreement shall be construed in accordance

with, and its validity and effect, including any claims of breach of any of the terms hereof,
shall be governed by, the laws of the State of Illinois, without regard to Illinois law
regarding choice of law.

14. VENUE. The venue of any action commenced for the purposes of interpretation,
implementation, and/or enforcement of the terms and conditions of this Settlement
Agreement shall be in the Circuit Court of Cook County, Illinois.

15. ATTORNEYS’ FEES. Each Party shall be responsible for its own attorneys’ fees, costs
and expenses related to the negotiation, drafting, and execution of this Settlement
Agreement and all issues relating to the Parties’ disputes relating to the Claims.

16. NO THIRD-PARTY RIGHTS. Nothing in this Settlement Agreement is intended or shall

be interpreted to confer any rights, privileges or rights of action of any kind upon any
person or entity not a party to this Settlement Agreement, or to effectuate a release by the
Parties of any claims or causes of action that either Party has or may have against any
person or entity not a Party to this Settlement Agreement.

17. MODIFICATION. This Settlement Agreement may not be altered, amended, changed,
terminated, or modified in any material respect without the express, written consent of both
of the Parties hereto. No waiver by any Party hereto of any breach or default hereunder
shall be deemed a waiver of any other or subsequent breach or default.

18. SEVERABILITY. If any paragraph or subparagraph of this Agreement is found to be

unenforceable, the other paragraphs and subparagraphs shall remain fully valid and
enforceable.

19. EXECUTION IN COUNTERPARTS. This Settlement Agreement may be executed in one

or more counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same agreement.

20. AUTHORITY. Each Party hereto represents and warrants that its undersigned officer has
full authority and capacity to execute this Settlement Agreement on that Party’s behalf.

21. CONFIDENTIALITY. The City and its attorneys agree to keep this Settlement Agreement
confidential and will not produce, release, or otherwise disseminate this Settlement
Agreement, unless ordered or compelled by a court of competent jurisdiction, or unless a
proper request is made under the Illinois Freedom of Information Act. The City agrees to
notify, in writing, Alix Rosenthal, Lyft’s VP of Compliance, at [email protected] and
[email protected], as promptly as reasonably feasible, and in any event at least
three days before producing or disclosing the Settlement Agreement, of the City’s receipt
of a request to produce or disclose the Settlement Agreement, so the individual may take
such action as he deems appropriate, understanding, however, that (i) this obligation shall
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apply for five years after the date that this Settlement Agreement is executed, and (ii) the
City may not willfully withhold a properly requested public record unless stayed by a court
of competent jurisdiction; and the City agrees not to object to any actions made by Lyft in
opposing any such production/disclosure. Neither this Paragraph nor any other part of this
Settlement Agreement precludes the City from publicly disclosing the amount of the
Settlement Amount or any of the other settlement relief described in Paragraph 4.