PERMIT PURSUANT TO ORDINANCE NO. 450 AND ORDINANCE NO. 451 FOR TRANSPORTATION NETWORK COMPANY

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1 PERMIT PURSUANT TO ORDINANCE NO. 450 AND ORDINANCE NO. 451 FOR TRANSPORTATION NETWORK COMPANY BETWEEN THE PORT OF PORTLAND AND LYFT, INC. dba LYFT

2 TABLE OF CONTENTS 1. TERM DEFINITIONS PERMITTED USE Alternative Fueled Vehicles TEMPORARY REPLACEMENT OF VEHICLE INSPECTION OF VEHICLES OPERATING RIGHTS AND OBLIGATIONS OF PERMITTEE Use of Commercial Roadway Commercial Roadway; TNC Holding Area Designated Location for Permitted Use Enforcement of Obligations by the Port Compliance with Laws Airport Rules Improvements to the Airport by the Port Operating Obligations Permittee's Drivers Prohibited Conduct Advertising and Promotions Prohibited Refusal of Fares Prohibited Condition and Identification of Vehicles Unauthorized Use of Roadway Access Device, Driver Identification, or Unauthorized Vehicle Deactivation of Roadway Access Device TRANSPORTATION REQUIREMENTS Driver and Vehicle Certification Driver Identification Tracking Vehicles on Airport Roadways Unique Identifiers and License Plate Numbers Tracking Triggers Trade Dress Suspension of Pick-Up Privileges TNC Holding Area FEES Access Fee Permit Fee Payments Fees Payments; No Offset Billing Disputes... 8 i

3 8.4 Monthly Access Report Access Fee Payment Late Payments and Late Monthly Access Report Delinquent Payments Delinquency Charge Delinquent Monthly Access Report Returned Checks Acceptance of Fees Audit and Inspection of Books and Records Security Deposit ENVIRONMENTAL MANAGEMENT AND COMPLIANCE Definitions Best Management Practices Environmental Costs Environmental Law Hazardous Substance Hazardous Substance Release General Environmental Obligations of Permittee Use of Hazardous Substances Environmental Inspection Permittee's Liability Hazardous Substance Releases Excluded Hazardous Substance Releases Permittee's Liability for Environmental Costs Limitations on Permittee's Liability Corrective Action and Remediation Immediate Response Complete Remediation Port's Right to Notice, Review and Comment Port's Approval Rights Notice Port's Right of Self-Help INDEMNITY; INSURANCE Permittee's Indemnity; Reimbursement of Damages Insurance Requirements Certificates; Notice of Cancellation Additional Insured; Separation of Insureds Primary Coverage Company Ratings Required Insurance General Liability Insurance Automobile Liability Insurance Workers' Compensation Insurance Waiver of Subrogation ii

4 11. ASSIGNMENT OF INTEREST OR RIGHTS DEFAULT Event of Default Default in Fees Default in Other Covenants Default in Insurance Insolvency Material Misrepresentation Remedies on Default Right to Sue More Than Once Right to Draw on the Security Deposit Notice and Hearing Rights Remedies Cumulative and Nonexclusive Permit Continuation Default by the Port GENERAL PROVISIONS Attorney Fees Calculation of Time Capacity to Execute Entire Agreement Exhibits Incorporated by Reference Governing Law Modification No Implied Warranty No Intended Third Party Benefit Notices No Waiver Port Consent or Action Port's Right to Operate The Airport, Terminate This Permit Early Recitals Severability Successors; Parties Survival Time of the Essence iii

5 DEFINITIONS Access Fee... 8 Airport... 1 Airport Property... 5 Airport Rules... 4 App... 5 Best Management Practices Business Day Commercial Roadway... 3 Costs Default Delinquency Charge... 9 Driver... 2 Effective Date... 2 Environmental Costs Environmental Law Event of Default Fees... 7 Hazardous Substance Hazardous Substance Release Legal Holiday Loss Monthly Access Report... 8 Monthly Access Report Late Fee... 9 Ordinance Ordinance Permit... 2 Permitted Use... 2 Permittee... 1 Port... 1 Security Deposit TNC... 2 TNC Holding Area... 3 Trade Dress... 7 Trip... 6 Vehicles... 2 iv

6 EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Commercial Roadway TNC Holding Area Airport Property Access Fee Schedule Monthly Access Report v

7 Permit Number: PERMIT PURSUANT TO ORDINANCE NO. 450 AND ORDINANCE NO. 451 FOR TRANSPORTATION NETWORK COMPANIES LYFT, INC. dba LYFT ("Permittee") 2300 Harrison Street San Francisco, CA Attention: Alex Hillis Phone: (925) THE PORT OF PORTLAND ("Port") 7200 N.E. Airport Way Portland, OR Attention: Ground Transportation Office Phone: (503) Fax: (503) RECITALS A. The Port is the owner and operator of the Portland International Airport ("Airport"). B. On April 8, 2015, the Port adopted Ordinance No. 450-R, An Ordinance Amending and Restating Port of Portland Ordinance No. 397 (as Amended by Port of Portland Ordinance No. 418, as Amended and Restated by Port of Portland Ordinance No. 432) to Regulate Use of the Commercial Roadway to Best Serve the Needs of the Traveling Public at Portland International Airport ("Ordinance 450"), which became effective on May 8, A copy of the Ordinance can be found at: C. On April 8, 2015, the Port adopted Ordinance No. 451-R, An Ordinance Amending and Restating Port of Portland Ordinance No. 349 (as Amended by Port of Portland Ordinance No. 412-R and Port of Portland Ordinance No. 439-R) Setting Forth A Concession Fee and Responsibilities Of Off-Airport Rental Car, Parking Lot, Park And Fly Hotel And Stay, Park And Fly Hotel Businesses Servicing Customers of Portland International Airport ("Ordinance 451"), which became effective on May 8, A copy of the Ordinance can be found at: D. Businesses providing Ground Transportation Services to Airport Customers provide an important service to the traveling public, including ground transportation of Airport Customers arriving at or departing from the Airport. It is the desire and intent of the Port to make available to Airport Customers the service of both ground transportation services and automobile rentals operated and conducted by Permittee which does not lease facilities from the Port on the Airport, and/or Off-Airport Parking Lot Operators providing ground transportation to Airport Customers. E. The Port will regulate businesses operating Ground Transportation Services at the Airport to ensure that they provide excellent service to Airport Customers and that they abide by the Portland International Airport Rules (as defined in Section 6.3.1) pertaining to operations on the Commercial Roadway, Ordinance 450 and Ordinance Permit Pursuant to Ordinance No. 451-R

8 NOW, THEREFORE, the Port and Permittee intending to be legally bound by the terms and conditions of this Permit Pursuant to Ordinance No. 450-R and Ordinance No. 451-R for Transportation Network Company ("Permit"), and in consideration of the mutual covenants and the benefits accruing respectively to the Port and Permittee, the Port and Permittee agree as follows. PERMIT 1. TERM The term of this Permit shall commence and be binding on the Port and Permittee on May 8, 2015 ("Effective Date") and continue on a month-to-month basis. This Permit can be terminated by either party upon thirty (30) calendar days advanced written notice. In the event of an Event of Default (as defined in Section 12.1) or a violation of Ordinance 450, Ordinance 451, or the Airport Rules (as defined in Section 6.3.1), the Port, in its sole discretion, has the right to terminate this Permit immediately upon the Default or violation. 2. DEFINITIONS Unless otherwise defined in this Permit, all capitalized terms shall have the meaning given them in Ordinance 450 and Ordinance PERMITTED USE This Permit authorizes Permittee the nonexclusive right to operate on the Commercial Roadway (as defined in Section 6.1.1) Commercial Ground Transportation Vehicles ("Vehicles") currently permitted with the City of Portland for the purpose of providing commercial Ground Transportation Services to Airport Customers as a Transportation Network Company ("TNC") service ("Permitted Use"). Permittee shall use the Commercial Roadway solely for the Permitted Use and for no other use. For the purposes of this Permit, Permittee shall include Permittee's Drivers ("Driver"). 3.1 Alternative Fueled Vehicles Permittee is highly encouraged to add to Permittee's fleet Vehicles powered by an alternative fuel including, but not limited to: (a) Vehicles using low carbon fuel such as compressed natural gas, ethanol, or methanol; (b) electric Vehicles; and/or (c) hybrid Vehicles, that achieve Environmental Protection Agency rated mileage standard of thirty-three (33) miles per gallon. 4. TEMPORARY REPLACEMENT OF VEHICLE If applicable, a Vehicle is used as temporary replacement, the Vehicle must be permitted by the City of Portland and covered under Permittee's automobile insurance pursuant to the provisions of Section , and Permittee must provide to the Port an updated certificate of insurance listing the temporary Vehicle. In addition, Permittee must provide the Port with the City of Portland's permitted Vehicles list for the temporary Vehicle. If the temporary Vehicle is a rental Vehicle, Permittee must provide to the Port paperwork, as determined by the Port, showing that the rental Vehicle is insured and being rented by Permittee. 5. INSPECTION OF VEHICLES Permittee shall not operate a Vehicle on the Commercial Roadway (as defined in Section 6.1.1) until the Vehicle has been inspected as required by the City of Portland and issued a Roadway Access Device or Trade Dress (as defined in Section 7.4). 2 Permit Pursuant to Ordinance No. 451-R

9 6. OPERATING RIGHTS AND OBLIGATIONS OF PERMITTEE 6.1 Use of Commercial Roadway Commercial Roadway; TNC Holding Area "Commercial Roadway" shall mean that portion of the roadway system or other areas at the Airport designated by the Port, from time to time, as the roadway to be used by Permittee to conduct the Permitted Use, as shown on Exhibit A, attached hereto. "TNC Holding Area" shall mean the area or areas designated by the Port as the area where Permittee shall stage Permittee's Vehicles while awaiting the arrival of Airport Customers, call-up, or the established service time, prior to entering the Commercial Roadway, as shown on Exhibit B, attached hereto. Permittee acknowledges that due to ongoing Airport construction, expansion, repairs, or for other reasons, the Port may decide to move, reconfigure, or realign the Commercial Roadway and/or the TNC Holding Area. Permittee agrees to promptly comply with all such changes upon receipt of written notice of such change, or three (3) calendar days after the date the Port posts a notice of such change in the Port's Ground Transportation Office and/or on the Commercial Roadway, whichever is earlier Designated Location for Permitted Use Permittee may conduct the Permitted Use only at such locations on the Commercial Roadway as the Port may designate from time to time. Permittee may only wait in the TNC Holding Area. The current location designated for the Permitted Use is shown on Exhibit A. If the designated location on the Commercial Roadway or the TNC Holding Area need to be moved by the Port, the Port will notify Permittee in writing thirty (30) calendar days in advance, and provide a revised Exhibit A, showing the new designated location on the Commercial Roadway or the TNC Holding Area. Permittee is prohibited from conducting the Permitted Use at any other location, unless specifically directed to by the Port. No picking-up or dropping-off of Airport Customers is allowed in the TNC Holding Area or in any other areas, other than the designated locations on the Commercial Roadway. Permittee is prohibited from conducting the Permitted Use and soliciting Airport Customers in the Parking Garages or in other areas of the Airport, other than the designated locations on the Commercial Roadway. 6.2 Enforcement of Obligations by the Port Port representatives are stationed throughout and patrol the Commercial Roadway in order to ensure compliance with Ordinance 450, Ordinance 451, the Airport Rules (as defined in Section 6.3.1) and this Permit. Port representatives shall wear Port identification badges and/or Port uniforms for identification and Permittee agrees to follow their direction. Failure to obey the direction of any Port representative by Permittee will result in being directed to immediately leave the Commercial Roadway and/or in the issuance of a citation and/or suspension or revocation of this Permit. If Permittee wishes to raise concerns regarding direction given to Permittee, behaviors of a Port representative, or behaviors of a Driver as reported by a Port representative, Permittee shall contact the Port at (503) Complaint forms are also available from the information booth located on the Commercial Roadway or in the Ground Transportation Office. Drivers must identify themselves and give proof of identification, whenever asked by any Port representative. Failure to do so will constitute a violation of this Permit. 3 Permit Pursuant to Ordinance No. 451-R

10 6.3 Compliance with Laws Permittee shall comply with: (a) all applicable federal, state, and local laws, rules, regulations and ordinances, including laws governing its relationship with its employees including, but not limited to, laws, rules, regulations and policies concerning workers' compensation, and minimum and prevailing wage requirements; (b) laws, rules, regulations and policies relative to occupational safety and health; (c) all Environmental Law (as defined in Section 9.1.3); (d) Ordinance 450; (e) Ordinance 451; and (f) any applicable ordinances and rules adopted by the Port Airport Rules Without limiting the generality of Section 6.3, Permittee and Permittee's officers, employees, invitees, agents and contractors shall comply with the rules, regulations, and policies adopted by the Port including, without limitation, the Portland International Airport Rules, as any of the same may be amended from time to time, with respect to the use of, entry on, access to, or possession of the Port's property at the Airport or contiguous property owned by the Port ("Airport Rules"). A copy of the current Airport Rules may be found at the following website: Improvements to the Airport by the Port Permittee acknowledges that, from time to time, the Port will undertake improvements to the Airport, including improvements to the Commercial Roadway. These improvements may interrupt and interfere with the performance of the Permitted Use. Permittee expressly waives any and all claims for damages of any kind including, but not limited to, lost profits, that may arise as a result of such improvements undertaken by the Port. 6.5 Operating Obligations Permittee shall, in all respects and at all times, conduct the Permitted Use to serve and accommodate Airport Customers and shall perform and comply with each and every obligation pursuant to this Permit, Ordinance 450, Ordinance 451, and any other applicable law, rules, regulations and ordinances Permittee's Drivers Permittee shall be responsible for the conduct and appearance of Drivers. Drivers using the Commercial Roadway must provide excellent customer service at all times. Drivers must be familiar with the Portland metropolitan area, including all communities located within fifty (50) miles of the Airport in any direction. Permittee shall be responsible for their Drivers' behavior on Airport Property. Drivers must stay with the Vehicle at all times, except in the case of a true emergency situation or when Port authorized. Upon notice from the Port of a complaint concerning the conduct or appearance of any Driver, Permittee shall promptly take all steps necessary to investigate the complaint. Permittee shall take whatever corrective action is needed to resolve the complaint and ensure that the problem would not happen again. Permittee shall notify the Port in writing of the action taken. Violation of any provision of this Permit, the Airport Rules, Ordinance 450, Ordinance 451 by a Driver shall be deemed an Event of Default (as defined in Section 12.1) and shall subject this Permit to suspension or revocation, pursuant to Ordinance 450 and Section 12. Smoking, use of alcohol or use a prohibited substance on the Commercial Roadway by Drivers on duty is prohibited. 4 Permit Pursuant to Ordinance No. 451-R

11 6.5.2 Prohibited Conduct Permittee and Drivers must conduct and carry on the Permitted Use on the Commercial Roadway in a manner that maintains a professional and courteous relationship with other service providers operating on the Commercial Roadway. Drivers shall not engage in disputes, disagreements or conflicts with any other service providers on the Commercial Roadway, in the TNC Holding Area or in any other location on the Airport. The Port shall have the right to immediately remove any Drivers engaged in such prohibited conduct and to impose sanctions or issue citations for any unacceptable behavior. At any time while at the Airport, Permittee shall not by words, gesture or otherwise interfere with any Airport Customer's choice of Ground Transportation Services or with the Driver of another service provider with whom an Airport Customer might be negotiating for ground transportation services. Drivers shall not solicit, persuade, urge, or attempt to solicit, persuade or urge, any Airport Customer to hire a Vehicle or dissuade any Airport Customer from using another Vehicle. Drivers shall not attempt to pick up any Airport Customers waiting for the vehicle of another ground transportation service. Driver shall not provide or offer any payment to any skycap, Port representative or employee, starter, or any other person at the Airport in return for the referral of Airport Customers or preferential treatment. A Driver may offer Permittee's services to Airport Customers if the Driver is approached by the Airport Customer. Drivers must not sleep on the Commercial Roadway and in the TNC Holding Area. Drivers on the Commercial Roadway shall not leave a Vehicle unattended or unreasonably parked, except in the event of an emergency or when authorized by the Port. A Driver may stand outside the Vehicle, immediately adjacent to it. A Driver shall not turn off or disable Permittee's mobile device enabled application platform for the purpose of connecting Airport Customers and on-demand transportation providers ("App") when a Vehicle is on Airport property, as shown on Exhibit C ("Airport Property"). 6.6 Advertising and Promotions Prohibited Neither Permittee nor any Driver shall conduct advertising or promotional activities on Airport Property including, but not limited to: (a) posting rates or transportation fares; (b) advertising of cigarette or tobacco products, including electronic cigarettes; and (c) vehicle wrapping or other method of using the exterior of a Vehicle to advertise or promote goods or services Refusal of Fares Prohibited Drivers may not refuse any fare already accepted, unless accepting the fare would constitute a safety threat to the Driver, in the reasonable opinion of the Driver. A Driver refusing a fare based on safety shall notify a Port representative stationed on the Commercial Roadway of refusal of a fare for safety reasons. Refusal of a fare for any other reason is prohibited at all times and may result in a citation. Permittee is responsible for remedying such refusal and reporting such remedy to the Port, or the refusal may result in suspension and/or termination of this Permit Condition and Identification of Vehicles Permittee shall comply with the requirements of Ordinance 450 and Ordinance 451concerning the condition and maintenance of all Vehicles. The Port may require any Vehicle not meeting the requirements of Ordinance 450 and Ordinance 451to be immediately removed from the Commercial Roadway until compliance is reached with the requirements of Ordinance 450 and Ordinance Permit Pursuant to Ordinance No. 451-R

12 6.6.3 Unauthorized Use of Roadway Access Device, Driver Identification, or Unauthorized Vehicle A Driver shall not use a Roadway Access Device or Trade Dress (as defined in Section 7.4.) issued to another Driver or for a Vehicle not associated with the Roadway Access Device or Trade Dress. Such unauthorized use of a Roadway Access Device or Trade Dress may result in immediate confiscation or deactivation of the Roadway Access Device and/or Trade Dress, or imposition of any other remedy described in Section 12, at the Port's sole option. Drivers shall not operate any Vehicle on the Commercial Roadway that is not registered under this Permit Deactivation of Roadway Access Device The Port may immediately, without notice, terminate access to the Commercial Roadway and assess any applicable fees, if Permittee violates any term or condition of this Permit including, but not limited to: (a) failure to pay any Fees when due after five (5) calendar days of the date of written notice from the Port demanding the delinquent payment; (b) operating under a certain category that is not allowed under this Permit; (c) not being permitted with the City of Portland, if applicable; or (d) failure to maintain proper insurance, pursuant to Section 9.3. In addition to any other remedies available to the Port under this Permit, at law or in equity, the Port may suspend or terminate the rights granted to Permittee pursuant to this Permit until all Fees (as defined in Section 8) and the Delinquency Charge (as defined in Section 8.5.2) have been paid in full. Where Permittee is required to provide reports or pay money to the Port, each calendar day that Permittee is delinquent in providing such reports or paying such money shall be deemed a separate violation hereof. 7. TRANSPORTATION REQUIREMENTS Permittee shall strictly comply with the following transportation requirements, as amended from time to time by the Port. For the purposes of this Section, "Trip" shall mean each instance in which a Vehicle drops-off and/or picks up an Airport Customer on Airport Property. For example, if a Vehicle drops-off an Airport Customer and then picks-up another Airport Customer without leaving Airport Property, that would equal two (2) Trips. 7.1 Driver and Vehicle Certification Permittee shall certify that the following safety criteria have been met: (a) every Driver has a valid driver's license and valid personal automobile insurance meeting the minimum requirements pursuant to Section 10.3; (b) each Driver has completed a Department of Motor Vehicles record check and criminal history check, consistent with the requirements of the City of Portland; and (c) Permittee has completed a Vehicle inspection consistent with the City of Portland. 7.2 Driver Identification Permittee shall not be required to provide Driver identification information to the Port. However, Permittee shall provide the Port with a unique identifier for each Driver who conducts business on Airport Property. In addition, in the event the Port requires Driver identification information for the enforcement of this Permit and/or the Airport Rules, Permittee shall promptly provide such information to the Port. 6 Permit Pursuant to Ordinance No. 451-R

13 7.3 Tracking Vehicles on Airport Roadways Unique Identifiers and License Plate Numbers At Permittee's sole expense and if the Port deems it necessary, Permittee shall work with the Port to develop a vehicle tracking protocol based on the Airport Property. All Vehicles shall be identified electronically for each Trip by the Vehicle license plate number and issuing State. The Vehicle license plate number shall be linked to the Driver in a manner that allows the Port to audit Permittee's compliance with the terms of this Permit and the operating requirements established by the City of Portland. The Port shall periodically audit Permittee's records with respect to its operations at the Airport, pursuant to Section Tracking Triggers Trips shall be tracked at various stages based on the type of transaction. Permittee shall provide in the Monthly Access Report (as defined in Section 8.4) the date, time, geographical location, and Vehicle license plate number for each transaction. 7.4 Trade Dress At all times, whether or not carrying an Airport Customer, each Vehicle entering and operating on Airport Property for the purpose of offering or providing a ride arranged through the App shall display on the dashboard a trade dress for Permittee ("Trade Dress"). Failure of a Vehicle to display the Trade Dress shall be deemed a violation of this Permit. The Trade Dress shall note where indicated the license plate number for the Vehicle. In the event that a Vehicle is removed from Permittee's list of Vehicles authorized to operate under this Permit, Permittee shall be responsible for retrieving and destroying the Trade Dress. In the event Permittee tampers with and/or removes the Trade Dress from a Vehicle while offering or providing a ride arranged through the App, Permittee may be subject to a fine as determined by the Port. 7.5 Suspension of Pick-Up Privileges In the event the Port determines, in its sole discretion, to suspend Permittee's Airport Customers pick-up privileges, Permittee shall promptly block out Airport Property as a location available for pick-up or take other steps as necessary to inform its Drivers and Airport Customers of the suspension. 7.6 TNC Holding Area In the event a Driver accepts a ride on behalf of another permittee while in the TNC Holding Area, the Driver shall promptly apply the Trade Dress before exiting the TNC Holding Area. Vehicles may only enter the terminal roadways if carrying an Airport Customer or if a ride request has been accepted from a customer at the Airport. Use of the TNC Holding Area shall be limited to one (1) hour or the posted time limits, whichever period is shorter. No Vehicles shall stage, wait or park in any other areas of the Airport other than the TNC Holding Area, nor shall Vehicles loop around terminal roadways or any other Airport roadways while waiting for a pick-up. 8. FEES Unless exempt, as part of the consideration for the rights and privileges granted by this Permit, Permittee agrees to pay to the Port the following fees (collectively, "Fees"): (a) Access Fee (as defined in Section 8.1); and (b) Permit Fee (as defined in Section 8.2). The Port reserves the right to adjust any Fee at any time, at the Port's sole discretion. 7 Permit Pursuant to Ordinance No. 451-R

14 8.1 Access Fee Permittee shall be charged an access fee for each entry onto the Commercial Roadway for the purpose of dropping-off and picking-up Airport Customers ("Access Fee"). The Access Fee can be changed by the Port at any time, and the Port shall notify Permittee in writing thirty (30) calendar days prior to the Port making any such changes. The Access Fee shall be based on the Monthly Access Report (as defined in Section8.4) and paid at the time and in the manner provided in Section 8.3. The current Access Fee schedule is attached to this Permit as Exhibit D. 8.2 Permit Fee Permittee agrees to pay to the Port a non-refundable permit fee in the amount of ONE HUNDRED DOLLARS AND NO CENTS ($100.00) for each year this Permit is in effect, due on the anniversary of the Effective Date, without notice or demand by the Port. The permit fee cannot be prorated and shall be non-refundable and non-transferrable. 8.3 Payments Permittee shall comply with all financial and payment policies of the Port, as they may be amended from time to time Fees Payments; No Offset The Permit Fee due under this Permit shall be made, without offset, abatement or deduction, to the Port to the following address or such other address as the Port may designate: The Port of Portland 7200 N.E. Airport Way Portland, OR Attention: Ground Transportation Office Billing Disputes If Permittee believes that there is an error on any amount due to the Port, Permittee must notify the Port in writing immediately of any such error or within sixty (60) calendar days of the date on any applicable invoice. If Permittee fails to notify the Port immediately or within sixty (60) calendar days for any applicable invoice, Permittee shall be deemed to have waived the right to dispute the amount due, and the amount shall be considered correct as written. In the event Permittee disputes an amount due, Permittee must still pay the full amount, pending resolution of the disputed amount. If it is determined within the sixty (60) calendar days' period that Permittee has paid the Port in excess of the amount due, the Port will either apply the overpayment to the next month's amount or refund it, if no further amounts are due. 8.4 Monthly Access Report Within twenty (20) calendar days of the close of any calendar month while this Permit is in effect, Permittee shall submit to the Port its operations report for the previous calendar month ("Monthly Access Report"), using the form attached hereto as Exhibit E (or similar). The Monthly Access Report shall include for each date of operations and for each Trip: (a) the license plate number of the Vehicle; (b) the time of Airport Customer drop-off and/or pick-up; and (c) the total number of Trips for the reporting period. On or before the twentieth (20 th ) day of each month, Permittee shall submit the Monthly Access Report by to the Port to: 8 Permit Pursuant to Ordinance No. 451-R

15 8.4.1 Access Fee Payment The Access Fee due under this Permit, based on the Monthly Access Report, shall be made, without offset, abatement or deduction, on or before the twentieth (20 th ) day of each month for the preceding calendar month to the Port to the following address or such other address as the Port may designate: The Port of Portland P.O. Box 5095 Portland, OR If the Port has not received the Monthly Access Report or the Access Fee payment on or before the due date, the Port reserves the right to, in addition to any other rights in Section 8.5 and Section 12: (a) invoice the Monthly Access Fee to Permittee based on the Port's estimate of the Monthly Access Report; (b) draw on the Security Deposit based on the Port's estimate of what is due; and (c) assess a Delinquency Charge on any amount that is past due. If the Port draws against the Security Deposit, Permittee shall not be released from the obligation of providing the Monthly Statement or being charged a Monthly Access Report Late Fee (as defined in Section 8.5.3). At any time upon advance written notice to Permittee, the Port may require Permittee to change the due date of the Monthly Access Report or to modify the form of the Monthly Statement. 8.5 Late Payments and Late Monthly Access Report Delinquent Payments If Permittee is delinquent in paying to the Port any Fees owed to the Port under this Permit, Permittee shall pay to the Port its then prevailing Delinquency Charge (as defined in Section 8.5.2) assessed on the delinquent amount. The Delinquency Charge shall accrue from the date Fees are due until they are paid in full Delinquency Charge Fees shall bear a delinquency charge of eighteen percent (18%) per annum ("Delinquency Charge") or the maximum rate of interest allowed by law, whichever is less, from the date such Fees are due until they are paid in full. The Delinquency Charge is subject to periodic change, at the Port's sole discretion, but in no case shall such change be inconsistent with Port policy and practice with respect to the amount of the Delinquency Charge imposed on other similar permittees of the Port. No change shall occur, however, without at least thirty (30) calendar days prior written notice to Permittee. Imposition of a Delinquency Charge shall not constitute a waiver of any other remedies available to the Port for failure to timely pay Fees Delinquent Monthly Access Report If Permittee is delinquent for ten (10) calendar days or more in furnishing to the Port any of the Monthly Access Reports required under this Permit, Permittee shall be subject to pay the Port a ONE HUNDRED DOLLARS AND NO CENTS ($100.00) late fee ("Monthly Access Report Late Fee") per delinquent Monthly Access Report, for each month or partial month that the Monthly Access Report is delinquent, as liquidated damages for the additional administrative costs incurred by the Port in processing, reviewing, and/or demanding the delinquent Monthly Access Report. The Port and Permittee have agreed that this is a fair and reasonable estimate of the Port's costs incurred 9 Permit Pursuant to Ordinance No. 451-R

16 in processing delinquent Monthly Access Report. Imposition of a Delinquency Charge shall not constitute a waiver of any other remedies available to the Port due to Permittee's failure to timely pay the Monthly Access Report Late Fee Returned Checks If Permittee's check for payment of Fees due under this Permit is returned to the Port for any reason, the payment shall be considered not to have been made and shall be delinquent. In addition to the Delinquency Charge, the Port may charge Permittee a return check fee of FIFTY DOLLARS AND NO CENTS ($50.00) per returned check, which Permittee agrees is a reasonable fee for the additional administrative time and expense incurred by the Port in processing the returned check again. The Delinquency Charge shall continue to accrue until the returned check fee is paid, the check can be cashed and the Port receives all funds due. Imposition of a Delinquency Charge shall not constitute a waiver of any other remedies available to the Port due to Permittee's failure to timely pay a returned check fee Acceptance of Fees The Port's acceptance of a late or partial payment of Fees and/or a Delinquency Charge shall not constitute a waiver of any Default (as defined in Section 12.1) nor shall it prevent the Port from exercising any of its other rights and remedies granted to the Port under this Permit or by law. It is hereby agreed that any endorsements or statements on checks of waiver, compromise, payment in full or any other similar restrictive endorsement shall have no legal effect. Permittee shall remain in violation of this Permit and obligated to pay all Fees due, even if the Port has accepted a partial or late payment of Fees. 8.6 Audit and Inspection of Books and Records Permittee agrees to maintain and make available to the Port, during regular business hours of Business Days (as defined in Section 13.2), accurate books and accounting records relating to Permittee's operations under this Permit. Permittee will allow the Port to audit, examine and make excerpts and transcripts from such books and records, and to make audits of all invoices, materials, records and other data related to all other matters covered by this Permit. Permittee shall maintain such data and records in an accessible location and condition for a period of not less than five (5) years from the expiration of this Permit or the last date of operations at the Airport, whichever is later. Permittee agrees to maintain all books, records, accounts and reports required under this Permit for a period of not less than six (6) years after the later of: (a) the date of expiration or earlier termination of this Permit, except in the event of litigation; or (b) a settlement of claims arising from the performance of this Permit, in which case Permittee agrees to maintain the same until the Port has disposed of all such litigation, appeals, claims or exceptions related thereto. Should any examination, inspection, and audit of Permittee's books and records by the Port disclose an underpayment by Permittee of the amounts due to the Port, Permittee shall promptly pay the Port any such amounts. If the underpayment exceeds three percent (3%) of the amounts due to the Port, Permittee shall reimburse the Port for all costs incurred in the conduct of such examination, inspection, and audit. In the event that the Port deems it necessary to use the service of legal counsel in connection with collecting the reimbursement for such examination, inspection, and audit, then Permittee shall reimburse the Port for reasonable attorney fees and litigation expenses as part of the aforementioned costs incurred. 10 Permit Pursuant to Ordinance No. 451-R

17 8.7 Security Deposit As of the Effective Date, Permittee shall deposit with the Port and continuously maintain throughout the term of this Permit cash in the amount of ONE THOUSAND DOLLARS AND NO CENTS ($1,000.00) ("Security Deposit"). The Security Deposit may be subject to reasonable adjustments, in the sole discretion of the Port. The Security Deposit shall secure Permittee's full and faithful performance and observance of all of Permittee's obligations under this Permit. The Security Deposit shall not be considered to be held in trust by the Port for the benefit of Permittee and shall not be considered a measure of the Port's damages in case of an Event of Default (as defined in Section 12.1). The Port may, but shall not be obligated to, draw upon and apply the Security Deposit to: (a) pay any Fee or any other amount past due and the Port shall not be required to give notice or opportunity to cure before drawing on the Security Deposit; and/or (b) remedy any other violation of this Permit, after permittee has received notice and opportunity to cure. Furthermore, the Port may draw on the Security Deposit immediately, without notice to Permittee, upon the commencement of a bankruptcy case or other insolvency proceeding by or against Permittee, or upon receipt of a notice of non-renewal. If the Port applies any of the Security Deposit to any of the above, Permittee shall immediately upon demand replenish the Security Deposit to its full amount. If Permittee fully performs all of Permittee's obligations under this Permit, the Security Deposit, or any balance remaining, will be released within thirty (30) calendar days from the expiration or earlier termination of this Permit. However, if any question exists concerning Permittee's full compliance with this Permit or if there is any obligation under this Permit to be performed after the expiration or earlier termination of this Permit, the Port shall be entitled to require that the Security Deposit remain in place until the Port is fully satisfied that there has been no violation of this Permit and all obligations due under this Permit have been fully performed, even if it takes the Port longer than thirty (30) calendar days to make such a determination to the Port's satisfaction. In such an event, the Port shall notify Permittee in writing no less than ninety (90) calendar days after the expiration or earlier termination of this Permit of the nature of any question related to Permittee's full compliance with the terms of this Permit. 9. ENVIRONMENTAL MANAGEMENT AND COMPLIANCE Permittee shall conduct all of its activities in accordance with Environmental Law (as defined in Section 9.1.3), in accordance with the environmental provisions of this Permit, and in a manner that does not result in a Hazardous Substance Release (as defined in Section 9.1.5) to any areas of the Airport. 9.1 Definitions For the purposes of this Permit, the following definitions shall apply Best Management Practices "Best Management Practices" shall mean: (a) environmental or operational standards or guidelines that establish common and accepted practices for Permittee's operations on the Premises; and (b) standards or guidelines as stated by pertinent trade associations, professional associations and/or regulatory agencies Environmental Costs "Environmental Costs" shall mean damages, fines, costs and fees arising from: (a) any violation of or noncompliance with applicable Environmental Law (as defined in 11 Permit Pursuant to Ordinance No. 451-R

18 Section 9.1.3); (b) any violations of the environmental provisions of this Permit. Environmental Costs shall also include: (i) immediate response, complete remediation and restoration actions; (ii) natural resources damage; (iii) self-help pursuant to Section 9.8; (iv) oversight and participation of governmental agencies, including resource trustees; (v) reasonable and documented fees of project managers, attorneys, legal assistants, engineers, consultants, and experts, whether or not employees of the damaged party and whether or not taxable as costs, incurred prior to, at, or after any administrative or judicial proceeding, including appeals and other forms of judicial review; and (vi) diminution of value, loss, or restriction on use of property including, but not limited to, costs resulting from dealing with residual Hazardous Substances (as defined in Section 9.1.4) Environmental Law "Environmental Law" shall mean any and all federal, State of Oregon, regional and local laws, regulations, rules, permit terms, codes, ordinances and legally enforceable guidance documents, now or hereafter in effect, as the same may be amended from time to time, and applicable decisional law, which govern materials, substances, regulated wastes, emissions, pollutants, water, storm water, ground water, wellfield and wellhead protection, cultural resources protection, animals or plants, noise, or products and relate to the protection of health, safety, the environment, or natural resources including land, sediments, water, storm water and ground water Hazardous Substance "Hazardous Substance" shall mean any and all substances, contaminants, pollutants, materials, or products defined or designated as hazardous, toxic, radioactive, dangerous or regulated wastes or materials or any other similar term in or under any applicable Environmental Law. Hazardous Substance shall also include, but not be limited to, fuels, petroleum and petroleum derived products Hazardous Substance Release "Hazardous Substance Release" shall mean the spilling, discharge, deposit, injection, dumping, emitting, releasing, leaking, placing, migrating, leaching and seeping of any Hazardous Substance into the air or into or on any land, sediment or waters, except any Hazardous Substance Release in compliance with Environmental Law, the terms of this Permit, or as specifically authorized by a current and valid permit issued under Environmental Law, which Permittee is in compliance with at the time of the Hazardous Substance Release in respect of which the State of Oregon has determined that application of the State of Oregon's Hazardous Substance removal and remedial action rules might be necessary in order to protect public health, safety, welfare or the environment. 9.2 General Environmental Obligations of Permittee Permittee shall manage and conduct all of its activities on or relating to the Airport, Airport Property, the Commercial Roadway and the TNC Holding Area: (a) in compliance with applicable Environmental Law and the environmental provisions of this Permit; (b) in cooperation with the Port in the Port's efforts to comply with Environmental Law; and (c) in adherence with Best Management Practices applicable to Permittee's use of the Airport, Airport Property, the Commercial Roadway and the TNC Holding Area. Permittee shall take prompt and reasonable steps to correct non-compliance with Environmental Law or the environmental provisions of this Permit. In addition, Permittee shall manage and, as appropriate, secure the Airport, Airport Property, the Commercial Roadway and the TNC Holding Area and Permittee's occupation or use of the Airport, 12 Permit Pursuant to Ordinance No. 451-R

19 Airport Property, the Commercial Roadway and the TNC Holding Area so as to prevent any violation of Environmental Law by any party on or relating to Permittee's operations. 9.3 Use of Hazardous Substances In conjunction with and in the ordinary course of the Permitted Use, and without further written consent than that granted by this Section, Permittee shall be permitted to use, handle or store for their intended purposes in accordance with all manufacturer's instructions, Hazardous Substances consisting of: (a) small quantities of office supplies available at retail; (b) petroleum derived products fully contained within motor vehicles; (c) Hazardous Substances to the extent reasonably and necessarily used in the course of Permittee's normal business operations; and (d) small quantities of waste materials to be recycled. 9.4 Environmental Inspection The Port reserves the right, at any time and from time to time, after notice to Permittee, to inspect Permittee's Vehicles, Permittee's operations on and use of the Airport, Airport Property, the Commercial Roadway or the TNC Holding Area, and Permittee's environmental records. 9.5 Permittee's Liability Hazardous Substance Releases Except as provided in Section 9.5.4, Permittee shall be responsible for all response to, remediation and restoration of any Hazardous Substance Release and associated Environmental Costs on or from the Airport, Airport Property, the Commercial Roadway or the TNC Holding Area, on other properties, in the air or in adjacent or nearby surface waters and ground water which results from or occurs in connection with Permittee's occupancy or use of the Airport, Airport Property, the Commercial Roadway or the TNC Holding Area which either occurs during the term of this Permit or continues after the term of this Permit Excluded Hazardous Substance Releases Notwithstanding anything to the contrary in this Permit, it is the Port's and Permittee's intent not to have this Permit cover sources of Hazardous Substance Releases that may exist in the vicinity of the Premises that fall within 42 USC 9607(q) or equivalent Oregon law Permittee's Liability for Environmental Costs Except for the limitations on Permittee's liability as set forth in Section 9.5.4, Permittee shall be responsible for all Environmental Costs arising under this Permit Limitations on Permittee's Liability Permittee shall have no responsibility for Hazardous Substance Releases or associated Environmental Costs caused by the Port or the agents, employees, contractors or other tenants of the Port after the Effective Date. 9.6 Corrective Action and Remediation At Permittee's sole expense, Permittee shall promptly undertake all actions necessary to ensure that any violation of Environmental Law or any provision of this Permit by Permittee, Permittee's officers, directors, employees, agents, contractors, invitees, and licensees in any way associated with the Airport, Airport Property, the Commercial Roadway and the TNC Holding Area is promptly and completely corrected. 13 Permit Pursuant to Ordinance No. 451-R

20 9.6.1 Immediate Response In the event of a violation of a Hazardous Substance Release or the threat of or reasonable suspicion of a Hazardous Substance Release for which Permittee is responsible under this Permit, Permittee shall immediately undertake and diligently pursue, at Permittee's sole expense, all actions necessary or appropriate to investigate, contain, stop, remove, and perform interim remediation regarding the Hazardous Substance Release and accomplish source control Complete Remediation At Permittee's sole expense, Permittee shall promptly undertake all actions necessary and appropriate to ensure that any Hazardous Substance Release by Permittee, Permittee's officers, directors, employees, agents, contractors, invitees, and licensees in any way associated with the Airport, Airport Property, the Commercial Roadway and the TNC Holding Area is completely remediated to such a condition that a "No Further Action" or "Completion of Cleanup" determination, or equivalent, not conditioned upon facility or use description is obtained from the governmental agency with jurisdiction over the Hazardous Substance Release. Alternatively, Permittee may request the Port's prior written approval of remediation to risk-based levels and involving a "No Further Action" or "Completion of Cleanup" determination, or equivalent, conditioned upon maintenance and use restrictions. The Port may approve such an alternative approach on the condition that Permittee assumes responsibility for any liability under Environmental Law and any Environmental Costs of the Port resulting from the residual risks associated with the alternative approach Port's Right to Notice, Review and Comment At Permittee's sole expense, Permittee shall copy the Port on all immediate response, remediation or restoration deliverables submitted to regulatory agencies. Permittee shall allow the Port a reasonable amount of time to submit comments to Permittee, based on the circumstances. Within thirty (30) calendar days following completion of any immediate response, remediation or restoration action required by this Permit, at Permittee's sole expense, Permittee shall provide the Port with a written report outlining, in detail, what has been accomplished Port's Approval Rights Except in the case of an emergency or a regulatory agency order requiring immediate action, Permittee shall give the Port advance notice before beginning any immediate response, remediation or restoration action required by this Permit or applicable Environmental Law. The Port shall have the right to approve or disapprove the proposed immediate response, remediation or restoration action and the companies and individuals performing such immediate response, remediation or restoration action. 9.7 Notice Permittee shall promptly notify the Port upon becoming aware of: (a) a violation or alleged violation of applicable Environmental Law related to Permittee's occupation or use of the Airport, Airport Property, the Commercial Roadway and the TNC Holding Area or of Section 9; or (b) any Hazardous Substance Release on, under, from or adjacent to the Airport, Airport Property, the Commercial Roadway or the TNC Holding Area or threat of or reasonable suspicion of any of the same. In addition, Permittee shall notify the Port by calling the Port's twenty-four (24) hour, seven (7) days a week environmental hotline at: (503) If Permittee fails to notify the Port 14 Permit Pursuant to Ordinance No. 451-R

21 pursuant to this Section, Permittee shall be liable for any exacerbation of a violation or an Hazardous Substance Release that could reasonably have been avoided if notification to the Port had been provided. 9.8 Port's Right of Self-Help Except in the event of an emergency or a governmental agency order requiring immediate action, when significant notice can be given, the Port shall have the right, upon giving Permittee seven (7) calendar days written notice, stating the obligations at issue, to perform Permittee's obligations arising under Section 9 and Environmental Law, and charge Permittee the resulting Environmental Costs and the Delinquency Charge from the date any costs were insured into by the Port. The Port may not commence performance on behalf of Permittee under this Section if, within the seven (7) calendar day notice period, Permittee promptly notifies the Port, then begins and thereafter continually and diligently pursues to completion the performance of the obligations set forth in the Port's notice. 10. INDEMNITY; INSURANCE 10.1 Permittee's Indemnity; Reimbursement of Damages Permittee agrees to defend (using legal counsel acceptable to the Port), indemnify and hold harmless the Port from and against, and reimburse the Port for, any and all actual or alleged claims, damages, expenses, costs, including Environmental Costs, fees (including, but not limited to, attorney, accountant, paralegal, expert, and escrow fees), fines, and/or penalties (collectively, "Costs") which may be imposed upon or claimed against or incurred by the Port and which, in whole or in part, directly or indirectly, arise from or in any way connected with any of the following, unless exclusively resulting from the Port's gross negligence or willful misconduct: (a) any act, omission or negligence of Permittee; (b) any use, occupation, management or control of the Airport or Commercial Roadway by Permittee, whether or not due to Permittee's own act or omission and whether or not occurring on the Airport or Commercial Roadway; (c) any condition created in or about the Airport or Commercial Roadway by Permittee, including any accident, injury or damage arising from such condition; (d) any breach, violation or nonperformance of any of Permittee's obligations under this Permit; and (e) any damage caused by Permittee on or to the Airport or Commercial Roadway. For purposes of this Section, Permittee shall be deemed to include Permittee and Permittee's assigns and all respective partners, officers, directors, agents, employees, invitees and/or contractors. The indemnity agreements set forth in this Section shall survive the expiration or earlier termination of this Permit and be fully enforceable thereafter Insurance Requirements The insurance requirements set forth below do not in any way limit the amount or scope of liability of Permittee under this Permit. The amounts listed indicate only the minimum amounts of insurance coverage the Port is willing to accept to help insure full performance of all terms and conditions of this permit. All insurance required of Permittee under this Permit shall meet the following minimum requirements Certificates; Notice of Cancellation On or before the Effective Date and throughout the term of this Permit, Permittee shall provide the Port with current certificates of insurance, including an additional insured endorsement, evidencing the existence of all insurance policies required under Section No 15 Permit Pursuant to Ordinance No. 451-R

22 insurance policy may be canceled, materially revised, or allowed to expire without at least thirty (30) calendar days prior written notice being given to the Port. Insurance must be maintained without any lapse in coverage during the term of this Permit. Failure of the Port to demand certificates of insurance or other evidence of full compliance with these insurance requirements or failure of the Port to identify a deficiency from evidence that is provided shall not be construed as a waiver of Permittee's obligation to maintain the insurance required by this Permit. Unless otherwise directed by the Port, Permittee shall submit certificates of insurance to the Port or to a third party designated by the Port. Permittee's failure to provide required certificates of insurance to the Port shall result in the deactivation of the Roadway Access Device(s), prior to being reactivated and allowed access to the Commercial Roadway Additional Insured; Separation of Insureds The Port shall be named as an additional insured under liability coverages, but only with respect to the operations of Permittee as the Port's interests may appear in each general liability policy and as an additional insured in each property insurance policy. Such insurance shall provide cross-liability coverage equivalent to the standard Separation of Insureds clause published by the Insurance Services Office, or a successor organization Primary Coverage The required policies shall provide that the coverage is primary, and will not seek any contribution from any insurance or self-insurance carried by the Port Company Ratings All policies of insurance must be written by companies having an A.M. best rating of "A-" or better, or equivalent. The Port may, upon thirty (30) calendar days written notice to Permittee, require Permittee to change any insurance carrier whose rating drops below an "A-" rating Required Insurance General Liability Insurance Permittee shall maintain an occurrence form commercial general liability policy or policies, insuring Permittee and the Port against liability for damages because of personal injury, advertising injury, bodily injury, death or damage to property (including loss of use thereof) including coverage for contractual liability, airport premises liability, and liability insured under an insured contract (including the tort liability of another assumed in a business contract) occurring on or in any way related to the Premises or occasioned by reason of the operations of Permittee. Such coverage shall be in an amount not less than ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00) per occurrence Automobile Liability Insurance In the event that motor vehicles are used in connection with Permittee's business or operations at the Premises, Permittee shall maintain an occurrence form automobile liability policy or policies insuring against liability for damage because of bodily injury, death, or damage to property (including loss of use thereof), and occurring in any way related to the use, loading or unloading of any Vehicles (including owned, hired, and non-owned vehicles) on and around the Commercial Roadway. Coverage shall be in an amount not less than ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00) each accident. 16 Permit Pursuant to Ordinance No. 451-R

23 Workers' Compensation Insurance Permittee shall maintain in force workers' compensation insurance for all of Permittee's employees in accordance with all requirements of Oregon law. Permittee shall also maintain employer's liability coverage in an amount not less than ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00) per accident and ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00) per employee for disease. In lieu of such insurance, Permittee may maintain a self-insurance program meeting the requirements of the State of Oregon and a policy of excess workers' compensation and employer's liability insurance. If Permittee is licensed in the state of Washington, in lieu of employer's liability insurance, Permittee may maintain employer's stop gap liability insurance Waiver of Subrogation If any of Permittee's insurance policies do not allow the insured to waive the insurer's rights of subrogation prior to loss, Permittee shall cause such policies to be endorsed with a waiver of subrogation that allows the waivers required by this Section. Permittee and the Port waive any right of action that they and/or their insurance carriers might have against each other (including their respective employees, officers, commissioners, or agents) or against other tenants of the Port for any loss, cost, damage, or expense (collectively, "Loss") to the extent that such Loss is covered by any insurance policy or policies maintained or required to be maintained pursuant to this Permit and to the extent that such proceeds (which proceeds are free and clear of any interest of third parties) are received by the party claiming the Loss. Permittee waives any right of action Permittee and/or Permittee's insurance carrier might have against the Port (including its employees, officers, commissioners, or agents) for any Loss to the extent such Loss is covered under any applicable automobile liability policy or policies required by this Permit. Permittee waives any right of action Permittee and/or Permittee's insurance carrier might have against the Port (including its employees, officers, commissioners, or agents) for any Loss, whether or not such Loss is insured. 11. ASSIGNMENT OF INTEREST OR RIGHTS Permittee shall not, in any manner, directly or indirectly, by operation of law or otherwise, sublease, assign, transfer, or encumber any of Permittee's rights granted by this Permit. Any attempted assignment or transfer shall be void. 12. DEFAULT 12.1 Event of Default The occurrence of any of the following shall constitute an "Event of Default" (also referred to as a "Default") Default in Fees An Event of Default shall occur if Permittee fails to pay Fees within ten (10) calendar days of when due. No notice by the Port that Fees are past due shall be required Default in Other Covenants An Event of Default shall occur if Permittee fails to comply with any term, covenant or condition of this Permit (other than the payment of Fees) within thirty (30) calendar days after written notice by the Port describing the nature of the Default. If the Default is of such a nature that it cannot be completely remedied within the thirty (30) calendar day period, this provision shall be 17 Permit Pursuant to Ordinance No. 451-R

24 complied with if Permittee begins correction of the Default within the thirty (30) calendar day period and thereafter proceeds in good faith and with reasonable diligence to effect the cure as soon as practical, so long as done to the satisfaction of the Port. Notwithstanding the foregoing, the Port need not give notice for a similar type of Default more than one (1) time during a one (1) year period of this Permit, and a failure to perform such type of obligation after the second (2 nd ) notice constitutes an Event of Default for which no further notice or opportunity to cure need be given. Furthermore, if any Event of Default threatens to cause serious harm to the Port, the Port's contractors and subcontractors, Airport Customers, or other tenants or persons, then the Port shall not be required to serve any notice before proceeding to request immediate injunctive relief Default in Insurance An Event of Default shall occur if Permittee fails to renew Permittee's required insurance coverage. If Permittee fails to renew the required insurance coverage, the Port may immediately deactivate Permittee's Roadway Access Device(s) with no notice to Permittee Insolvency To the extent permitted by the United States Bankruptcy Code, insolvency of Permittee shall be deemed to include: (a) an assignment by Permittee for the benefit of creditors; (b) the filing by Permittee of a voluntary petition in bankruptcy; (c) an adjudication that Permittee is bankrupt or the appointment of a receiver of the properties of Permittee and the receiver is not discharged within thirty (30) calendar days; (d) the filing of an involuntary petition of bankruptcy and failure of Permittee to secure a dismissal of the petition within thirty (30) calendar days after filing; and (e) attachment of or the levying of execution on any interest in this Permit and failure of Permittee to secure discharge of the attachment or release of the levy of execution within ten (10) calendar days. All of the above (a) through (e) shall constitute an Event of Default. In these instances, no notice that an Event of Default has occurred shall be required from the Port Material Misrepresentation An Event of Default for which no notice or opportunity to cure need be given may be declared, at the Port's option, if the Port discovers that Permittee made a material misrepresentation to the Port which induced the Port to enter into this Permit Remedies on Default Immediately following an uncured Event of Default or an Event of Default for which there is no cure period, the Port may terminate this Permit and Permittee's rights pursuant to this permit, and may exercise any other rights and remedies provided in this Permit or at law or equity including, but not limited to, immediately upon Default suspending or limiting Permittee's right of access and operation to the Commercial Roadway for a specific period of time to be determined in the sole discretion of the Port Right to Sue More Than Once The Port may sue periodically to recover damages during the period corresponding to the remainder of the term of this Permit, and no action for damages shall bar a later action for damages subsequently accruing. 18 Permit Pursuant to Ordinance No. 451-R

25 Right to Draw on the Security Deposit In the case of an Event of Default, the Port may draw upon the Security Deposit immediately. In the event of a bankruptcy or insolvency, the Port may immediately draw upon the Security Deposit, as provided in Section 8.6, to cure any and all Permit violations, whether or not any cure period has elapsed and whether or not all required notices have been given. In the case of failure to pay Fees that may be remedied, or partially remedied, by the payment of money, the Port shall be entitled to draw on the Security Deposit without notice at any time after the Fees are past due Notice and Hearing Rights Except as otherwise provided in this Permit, Ordinance 450, Ordinance 451, or the Airport Rules, suspensions and revocations of this Permit shall be subject to reasonable notice and the opportunity for a hearing, if one is requested by Permittee, in accordance with the notice and hearing procedures set forth in Ordinance 450 and Ordinance Remedies Cumulative and Nonexclusive Each right and remedy in this Permit will be cumulative and will be in addition to every other right or remedy in this Permit or existing at law or in equity including, without limitation, suits for injunctive relief and specific performance. The exercise, or beginning of the exercise, by the Port of any such rights or remedies will not preclude the simultaneous or later exercise by the Port of any other such rights or remedies. All such rights and remedies are nonexclusive Permit Continuation Even if Permittee has breached this Permit, this Permit shall continue for so long as the Port does not terminate Permittee's rights, and the Port may enforce all of its rights and remedies under this Permit, including the right to recover Fees as they become due under this Permit. Acts of maintenance or preservation or the appointment of a receiver upon initiative of the Port to protect the Port's interest under this Permit shall not constitute a termination of Permittee's rights unless written notice of termination is given by the Port to Permittee. Any notice to terminate may be given before or within the cure period for Default and may be included in a notice of failure of compliance. No such termination shall prejudice the Port's right to claims for damages for such breach or any other rights and remedies of the Port Default by the Port In the event of any default by the Port, Permittee's exclusive remedy shall be an action for damages. Prior to being entitled to maintain such action, Permittee shall give the Port written notice specifying such default with particularity, and the Port shall have thirty (30) calendar days within which to cure any such default, or if such default cannot reasonably be cured within thirty (30) calendar days, the Port shall then have thirty (30) calendar days to commence cure and shall diligently prosecute cure to completion. Unless and until the Port fails to so cure such default after such notice, Permittee shall not have any remedy or cause of action by reason thereof. All obligations of the Port hereunder shall be construed as covenants, not conditions, and all such obligations shall be binding upon the Port only during the term of this Permit. 19 Permit Pursuant to Ordinance No. 451-R

26 13. GENERAL PROVISIONS 13.1 Attorney Fees If a suit, action, or other proceeding of any nature whatsoever (including any proceeding under the United States Bankruptcy Code), is instituted in connection with any controversy arising out of this Permit or to interpret or enforce any rights or obligations hereunder, the prevailing party shall be entitled to recover attorney, paralegal, accountant, and other expert fees and all other fees, costs, and expenses actually incurred and reasonably necessary in connection therewith, as determined by the court or body at trial or on any appeal or review, in addition to all other amounts provided by law. If the Port or Permittee are required to seek legal assistance to enforce any term of this Permit, such fees shall include all of the above fees, whether or not a proceeding is initiated. Payment of all such fees shall also apply to any administrative proceeding, trial, and/or any appeal or petition for review. Whenever this Permit requires either party to defend the other, it is agreed that such defense shall be by legal counsel reasonably acceptable to the party to whom such defense is owed Calculation of Time "Legal Holiday" shall mean any holiday observed by the federal government. "Business Day" shall mean Monday through Friday and shall exclude Saturday, Sunday and Legal Holidays. Unless referred to as Business Days, all periods of time referred to herein shall include Saturdays, Sundays, and Legal Holidays. However, if the last day of any period falls on a Saturday, Sunday, or Legal Holiday, then the period shall be extended to include the next day which is not a Saturday, Sunday or Legal Holiday Capacity to Execute The Port and Permittee each warrant and represent to one another that this Permit constitutes a legal, valid and binding obligation of that party. The individuals executing this Permit personally warrant that they have full authority to execute this Permit on behalf of the party for whom they purport to be acting Entire Agreement This Permit represents the entire agreement between the Port and Permittee relating to Permittee's operations. It is understood and agreed by Permittee that neither the Port nor the Port's agents or employees have made any representations or promises with respect to this Permit or the making or entry into this Permit, except as expressly set forth in this Permit. No claim for liability shall be asserted based on any claimed breach of any representations or promises not expressly set forth in this Permit. All oral agreements, if any, are void and expressly waived by Permittee. This Permit has been thoroughly negotiated between the parties; therefore, in the event of ambiguity, there shall be no presumption that such ambiguity should be construed against the drafter Exhibits Incorporated by Reference Any and all exhibits attached hereto are incorporated by reference in this Permit for all purposes. If the Port changes any exhibits to show updated information, a new exhibit shall be enclosed with a notice letter from the Port and shall be incorporated into this Permit automatically, without the need for an amendment to this Permit. 20 Permit Pursuant to Ordinance No. 451-R

27 13.6 Governing Law This Permit shall be governed, construed and enforced in accordance with the laws of the State of Oregon. Jurisdiction shall be with Multnomah County Courts or the Federal Court located in Portland, Oregon Modification This Permit may not be modified or amended except by a written instrument duly executed by the authorized signatories for the Port and Permittee. The terms of this Permit in no way establish a precedent or any limitation on the discretion of the Port to modify any Permit requirements No Implied Warranty In no event shall any consent, approval, acquiescence, or authorization by the Port be deemed a warranty, representation, or covenant by the Port that the matter approved, consented to, acquiesced in or authorized is appropriate, suitable, practical, safe or in compliance with any applicable law or this Permit. Permittee shall be solely responsible for such matters and the Port shall have no liability therefore No Intended Third Party Benefit Nothing in this Permit gives or shall be construed to create a benefit to any party that is not a signatory party to this Permit Notices All notices required under this Permit shall be deemed to be properly served if sent by certified mail, return receipt requested, or delivered by hand to the last address furnished by the Port and Permittee. Until hereafter changed by the Port and Permittee by notice in writing, notices shall be sent as follows: to the Port at: to Permittee at: The Port of Portland Attention: Ground Transportation Office P.O. Box 3529 Portland, OR Lyft, Inc. dba Lyft 2300 Harrison Street San Francisco, CA Attention: Andrea Lobato Phone: (310) alobato@lyft.com The date of service of such notice by mail is agreed to be three (3) calendar days after the day such notice is deposited in the post office of the United States Postal Service, postage prepaid, return receipt requested, certified mail or, if delivered by hand, then the actual date of hand delivery. Notice may also be given by facsimile. The burden of proof concerning receipt of the facsimile will be on the sender who may satisfy the burden by presenting a receipt of the transmission showing the 21 Permit Pursuant to Ordinance No. 451-R

28 date the transmission successfully occurred, the facsimile number that the transmission was sent to, the name of the party to whom the facsimile was sent, and a description of the document sent No Waiver Waiver by the Port of strict performance of any provision of this Permit shall not be deemed a waiver of or prejudice the Port's right to require strict performance of the same provision in the future or of any other provision of this Permit Port Consent or Action In the event this Permit is silent as to the standard for any consent, approval, determination or similar discretionary action, the standard shall be in the sole discretion of the Port. If Permittee requires the Port's consent or approval pursuant to any provision of this Permit, such consent or approval shall not be unreasonably withheld Port's Right to Operate The Airport, Terminate This Permit Early Permittee acknowledges the Port's responsibility to the public to prudently operate, maintain and develop the Airport. In executing this responsibility, the Port shall have the right to undertake developments, renewals, and replacements which the Port deems prudent or necessary. Such right shall include the right of the Port to terminate this Permit early in the event that Permittee's operations conflict with, limit or interfere with proposed Port developments, renewal, replacement or expansion of Port properties or operations of the Airport, subject to the notice requirements contained in Section Recitals The Recitals above are true and are incorporated into and are a part of this Permit Severability If any provision contained herein is held to be invalid or unenforceable, the remaining provisions, or the application of such provisions to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each provision contained herein shall be valid and enforceable to the fullest extent permitted by law Successors; Parties The rights, liabilities and remedies provided for in this Permit shall extend to the heirs, legal representatives and, so far as the terms of this Permit, successors and assigns of the Port and Permittee. The words Port and Permittee and their accompanying verbs or pronouns, wherever used in this Permit, shall apply equally to all persons, firms, or corporations which may be or become such parties hereto Survival Any covenant or condition including, but not limited to, indemnification provisions, set forth in this Permit, the full performance of which is not specifically required prior to the expiration or earlier termination of this Permit, and any covenant or condition which by their terms are to survive the termination of this Permit, shall survive the expiration or earlier termination of this Permit and shall remain fully enforceable thereafter. 22 Permit Pursuant to Ordinance No. 451-R

29 13.18 Time of the Essence Time is of the essence in the performance of and adherence to each and every covenant and condition contained herein. IN WITNESS HEREOF, the parties have subscribed their names hereto effective as of the year and date first written above. LYFT, INC. dba LYFT THE PORT OF PORTLAND By: Print Name: As Its: Date: By: Print Name: Michael Huggins As Its: Landside Operations Manager Date: 23 Permit Pursuant to Ordinance No. 451-R

30 EXHIBIT A Commercial Vehicle Drop-Off Location (Departures Level, Outer Roadway) Commercial Vehicle Pick-Up Location (Arrivals Level, Outer Lanes)