MEMORANDUM OF UNDERSTANDING BETWEEN THE MASSACHUSET-T DEPARTMENT OF PUBLIC UTILITIES AND LYFT, REGARDING CERTIFICATION AND OVERSIGHT OF TRANSPORTATION NETWORK DRIVERS The Parties to the Memorandum of Understanding (?Memorandum are the Commonwealth of Massachusetts, Department of Pubhe Utilities (?Department? 1 South Station, 5th Floor, Boston, Massachusetts 02110, acting by and through its Chairman, Angela Connor, and Lyft, Inc", (?Company?), a Delaware corporation, with offices at 185 Barry Street Suite 5000, San Francisco, CA 94107 acting by and through Joseph Okpaku, VP of Government Relations. WHEREAS, on August 5, 2016, the Governor of the Counnonwealth of Massachusetts (the ?Commonwealth?) signed into law An Act Regulating Transpoltation Network Companies (Chapter 187 of the Acts of 2016); WHEREAS, IS a Transportation Network Company operating in the Commonwealth; WHEREAS, the Act establishes within the Department of Public Utilities a Division overseeing TNCs in the Commonwealth with authority to implement, administer, and enforce the Act, and requires the Division to promulgate regulations implementing the Act within one year after the effective date of the Act; WHEREAS, the Act allows TNCs and TNC drivers to continue to operate during the Act?s implementation; WHEREAS, both and the Division support the Act?s goals ofprotecting public safety and promoting irmovation and economic growth; WHEREAS, in furtherance of these goals, the Division and believe an agreement is needed 1n the interim to govern background checks until the Division completes its rulemaking process; Now, therefore, in consideration of mutual covenants herein contained and for other good and valuable consideration the suf?ciency of which' IS hereby acknowledged the Parties agiee as follows: . 1. De?i?tions. As used in this Memorandum, the following de?nitions shall apply: ?Background Check Clearance Certi?cate? means the veri?cation issued by the Division that a driver or driver applicant received a positive determination of suitability as set forth in Section 5. ?Background Infonnation? means (1) Criminal Offender Record Information (?00121?) regulated by the Department of Criminal Justice Information Services (2) Sex Offender Registry Information and (3) Registly of Motel Vehicles vehicle records and. d11ve1 history information ?Cruising? means the driving of a vehicle on the streets, alleys or public places of motorized travel in search of or soliciting hails from a person in the street. ?Division? means-the Division of Transportation Nettvork Companies established by the Department to monitor and oversee TNCs operating within the Commonwealth. ?Digital Network? means any online-enabled application, software, website or system offered or utilized by a TNC that enables pro?arranged rides with Company drivers. ?Pro?arranged ride? means the period of time that begins when a Company driver accepts a requested ride through a digital network continues while the driver t1 anspol ts the Company rider, and ends when the rider safely departs from the vehicle ?Transportation Network Company? or means a corporation, partnership, sole .proprietorship or other entity that uses a digital network to connect riders to pro? arrange and provide transportation. ?Transportation Network Services? means the offeringm' providing of pro-arranged rides for compensation or on a promotional basis to riders or prospective riders through the digital network, covering the parted beginning when a Company driver is logged onto the digital network and is available to receive a pre- arranged ride or While in the course of providing a pro-arranged ride. Preliminar?v Requirements. A Company driver shall not provide Transportation Network Services to a rider unless the ride has been prearranged. A drivet who solicits, accepts, arranges or provides Transportation Network Services in any other manner, including through street hails, c1 ulsmg 01 street solicitations, shall be deemed to have committed a civil motor vehicle infraction, as de?ned ID. .L. c. 90C, ?l State or local law enforcement officials may issue a citation for any such violation in the manner provided for in said (ELL. c. 90C to the Company driver and may assess a ?ne of $500. A Company driver must: i. Be at least 21 years of age; ii. Have access to a vehicle that has been registered in the Commonwealth and inspected pursuant to G.L. c. 90, 7A, and regulations promulgated thereunder; or have access to a vehicle which has been registered in another 2 . state that complies with the inapection requirement of the state where the vehicle is registered; and Receive a positive suitability determination as set fozth in Section 5 herein. 3. Company Background Check. The Company or its third~party designee shall conduct a nationwide background check on every Company driver, which shall include a review of: i9 A multi-statefmulti-jurisdiction criminal records locator or other similar commercial nationwide database with validation (primary source search); U.S. Department of Justice National Sex Offender Public Website; and A check of relevant motor vehicle records. (13) If, after completing the Company Background Cheek set forth ia-Section the Company learns that any of the Disqualifying Conditions listed in Exhibit Am- Disqualifying Conditions apply to the Company driver then the Company shall disqualify the Company driver from providing Transportation Network Services, provided that nothing in this Section requires the Company, or its third-party designee, to apply a lookback period longer than seven years. 4. Division Backgrouod Check. The Company shall electronically transmit the following information for all Company drivers, if known. The information shall be provided in a fonnat speci?ed by the Division. i. Legal First Name ii. Legal Middle Name Legal Last Nam iv. Former Names y. Place of Birth (City and State) Vi. Date of Birth vii. Last Six Digits of Driver?s Social Security Number Driver?s License State in Driver?s License Number x. Driver?s Electronic Mail Address 3 The Company shall also provide an appropriate consent and. authorization form for all Company drivers and driver applicants to enable the Division to obtain and review Background Information for each driver. The Company shall provide an updated version of this consent and authorization form annually. The parties agree that the drivers and driver applicants may consent to the review by electronic means, and the parties agree that the forin attached as Exhibit is an appropriate consent and authorization form. The Company shall inform each Company driver or driver applicant that the Background Information obtained may be used by the Division in determination of suitability for performing Transportation Network Services. The Company shall also provide the Division with Consent to a CORT investigation to be conducted by the Division and where applicable, to the periodic conduct of ?nthel CORT investigations (1111ng the course of a driver 5 a?iliation with the Company. The Division shall obtain and review the relevant Background Information for each Company driver and driver applicant. 5. Determination of Suitability. The Division shall issue a negative determination of suitability if it determines any of the Disqualifying Conditions set forth in the attached Exhibit AwDisqualifying Conditions apply to a Company driver or driver applicant. The Division may issue a negative determination of suitability if the Division Director determines that a Company driver or driver applicant: i. Made a false statement on an application to provide Transportation Network Sewices; or ii. Aoted or is likely to act in a manner resulting in substantial jeopardy to the health, safety, or Welfare of any person. (0) If the Division issues a negative determination of suitability, the Division shall electronically notify the Company and the driver or driver applicant that'the driver or driver applicant is not suitable and shall not provide Transportation Network Services. Such notice shall include information regarding the driver or {hitter applicant?s ability to appeal such determination. If the Division determines that the Company driver or driver applicant is suitable, it shall issue a positive detennination of suitability and. electronically transmit a Background Check Clearance Certi?cate to both the Company and the driver or driver applicant. . Nothing in this section shall prohibit the Company ?'om disqualifying drivers according to the Company?s internal procedures or policies. 4 6. Appeal from a Negative Determination of Suitability. Any Company driver aggrieved by a negative suitability determination by the Division shall have a right of appeal to the Division. Such appeal shall be claimed by ?ling with the Secretary of the Commission, and with the Director of the Division, a mitten claim of appeal within 20 days {tom the date of the notice of negative suitability determination which claim of appeal shall Specifically set forth the grounds upon which the appellant claims to be aggrieved by the order of the Director It shall be the burden of the Company driver to demonstrate suitability by a preponderance of the evidence Such appeal shall be heard on the evidence introduced at the hearing before the Division. An appeal shall not operate as a stay of the determination. Any Company driver aggrieved by a ?nal order or decision of the Division may appeal for judicial review in the Superior Court within 30 days after receipt of such order or decision. Any proceedings in the Superior Court shall, insofar as applicable, be governed by G.L. c. 30A, 14, and may be instituted in the Superior Court for the county: Where the parties or any of them reside or have their principal place of business within the Commonwealth; (ii) where the Division has its principal place of business; or Suffolk 7. Suspension and Revocation. If, at any time after the Division has issued a Background" Check Clearance Certi?cate, the Company learns of any condition that would make a driver unsuitable as set forth in Section the Company shall notify the Division within 60 hours. If, at any time after the Division has issued a Background Check Clearance Certi?cate, the Division learns of any condition that would make a driver unsuitable as set forth in Section 5, the Division shall suspend or revoke the Background Check Clearance Certi?cate and shall electronically notify the driver and the Company of the suspension or revocation If the Division noti?es the Company that a driverJ a Background Check Certi?cate has been suspended or revoked, the Company shall suspend or revoke the driver 3 privileges to provide Transpo?ation Network Services for the Company 8. Non?Compliance with Suspension 01' Revocation Notice. If, after having been notified by the Division that a Company driver?s Background Check Clearance Certi?cate has been suspended or revoked, the Company fails to . suspend or revoke that driver?s access to provide Transportation Network Services Within 60 hours, the Division may take whatever reasonable action the Division deems necessary including, without limitation, refusing to certify additional drivers, 5 issuing a monetary penalty to the Company, or suspending or revoking the Company?s privilege to provide Transportation Network Services within the Commonwealth. In determining the amount of any monetary penalty", the DivisiOn shall consider, without limitation, the size of the TNC based on the intrastate operating revenues for the previous calendar year, the gravity of the violation, and the degree to which the TNC exercised good faith in attempting to achieve compliance or to remedy noncompliance. If, after having been noti?ed by the Division that a driver?s Background Check . Clearance Certi?cate has been suspended or revoked, the driver continues to provide Transportation Network Services, state or local law enforcement of?cials may issue a. citation for any such violation in the manner providedlfor in G.L. c. 90 and the RMV may suspend the driver?s license. 9. Deadline for Compliance. Notwithstanding Sections 2, 3, 4 and 5, any Company driver may provide Transportation Network Services until April 3, 2017, provided that: The Division has not determined that the Company driver is unsuitable; and. For all drivers operating in the Commonwealth as of the effective date of this Memorandum, the Company has completed the background check required by Section 3 and submitted the identifying information pursuant to Section 4 not later than January 6, 2017. . . ?Wu-va-y-p? - - For all drivers who begin providing Transportation Network Services for the Company after the effective date of this Memorandum, the Company has completed the background check required by Section 3 and submitted the identifying I information pursuant to Section 4 on January 6, 2617 or 7 days after the driver has started providing 'Transpottation Network Services for the Company, whichever is later. 10. Trade Dress. No later than January 6, 2017, the Company shall issue trade dress to its drivers and a Copy shall be provided to the Division. Such trade dress shall be applied to the front and back of the vehicle at all times while the vehicle is providing Transportation Network Services. The trade dress must be re?ective, illuminated, or otherwise visible at night or in. low-light environments. The Company shall require a Company driver who ceases to be certi?ed to provide Transportation Network Services for any reason to immediately cease using any trade dress. - . After January 6, 2017, any driver providing Transportation Network Services who is I not in compliance with this section shall be deemed to have committed a civil motor vehicle infraction, as de?ned by G.L. c. 900, State or local law enforcement 6 ll. of?cials may issue a citation for any such violation in the manner provided for in G.L. c. 90. If the driver is cited under this subsection, the TNC for which the driver was providing Transportation Network Services at the time of the citation shall he subject to a ?ne of $500. Insurance. The Company shall provide to the Division proof that it has disclosed the following infonnation to each Company driver and driver applicant: The insurance coverage, including types of coverage and limits for each coverage, that the Company provides while a Company driver is providing Transportation Network Services; and A statement that the driver?s own automobile insurance policy might not provide coverage while the driver is providing Transportation Network Services, dependin on the policy. - - The Company may satisfy this requirement by providing the Division with a copy of the relevant section of its partnership agreement. - 12. Con?dentiality. 13. The Division shall ensure that any information provided by the Company is treated as con?dential to the fullest extent permitted under the Massachusetts Public Records law, G.L. c. 66, ?10, and G.L. c. 159Al/2, - The Division agrees that. Company?s list of drivers is a trade secret of Company is exempt from disclosure under c. and further that driver personal information is private information of drivers exempt from disclosure under G.L. 4, . . Amendments. No amendment to this Memorandum shall be effective unless it is in writing and signed by duly authorized representatives of all Parties. Any such duly executed amendment shall be incorporated and made a part of this Memorandum. 14. Choice of Law. This Memorandum has been made in, and shall be conStrucd under and governed by the laws of the Commonwealth of Massachusetts, notwithstanding any countervailing choice of law principles that might otherwise apply. The Parties agree to commence any action arising to which the Company and the Division are parties in the Superior Court. Department of the Trial Court, Suffolk County, unless requirements of jurisdiction or venue require a different fomm, provided, however, that in no event may the Parties resort to a court outside the Commonwealth of Massachusetts. 15. Headings and Intemretations. The headings used herein are for reference and convenience only and shall not he a factor in the interpretation of this Memorandum. All terms contained herein shall be construed, Whenever the context of this Memorandum so requires, so that the singular number shall include the plural, and. the plural the singular, and the use of any gender shall include all- gender. 16. Final Expression. The terms of this Memorandum are intended by the Parties as the ?nal expression of their agreement and such terms may not be contradicted by evidence of any prior agreement or' contemporaneous oral agreement No extrinsic evidence may he introduced 1n any dispute concerning this Memorandum. 7. Waiver. The obligations and conditions imposed by this Memorandum can be waived only by written agreement. The waiver of any breach of these conditions shall not be construed to be a continuing waiver of any subsequent breach. 1 8. Severability. If any part of this Memorandum is declared or found to be illegal, void, or unenforceable, then both Parties shall be relieved of all obligations under that provision. The remainder . of this Memorandum shall be enforced to the fullest extent permitted by law. 1 9. Counterparts. This Memorandum may be signed in any number of counterparts, each of which shall be considered an original and all of which taken together shall form one document. 20. Exhibits. The following exhibits are attached hereto and incorporated. by reference herein and. are made a part of this Memorandum for all purposes: Exhibit A?Disqualifying Conditions. - Exhibit Consent and Authorization 21. Nothing Contrary to Statutonr Authority. Nothing in this Memorandum creates any obligations of the Parties that are inconsistent with or contrary to their statutory authority. 22. No Third Party Rights or Bene?ts. Nothing in this Memorandum shall create any benefit or right for any third party. 8 23. Effective Date and Termination. This Memorandum is effective upon signauure of both Parties and shall remain in effect as to each signatory until the date of the Department?s promulgation of regulations under G.L. e. This Memorandum may be teiminated by either Party based 011i a material breach of any provision of this Memorandum. In witness whereof, the following o?ieials have caused their duly authon?zed representatives to execute this Memorandum of Understanding, as follows: Massachusetts Department of Public Lyft, Inc. Utilities Chairman Vice resident of Government Relations Date: il?MiiQa Date: Li) CONDITIONS Violent Crimes Definition Any violent crime, as defined in G.L. c, 140, ?12'1, punishable by 10 years or more in state prison, or conspiracy, solicitation, attempt, or accessory to the same. - Disposition Conviction or CWOF Jurisdiction Any jurisdiction Look-book period Unlimited Violent Crimes 2 Definition Any violent crime, as defined 140, ?121, or any assault or assault and battery, or any threat to commit such a crime, or any violation of a c. 209A restraining order, or any crime involving the illegal use or possession of?weapons. Disposition Conviction or CWOF Jurisdiction Anyjurisdiction Look-back period 7 years OUI Definition G.L. c. 90, ?24 (Operating Under the lnfluance). G.L. c. 90, motor vehicle homicide) G.L. c. 90, causing serious bodily injury) G.L. c. 908, 8A, SB (operating watercraft under the influence) G.L. c. 90F, ?11 by commercial operator) - G.L. c. 265, 1.513% manslaughter) Disposition Conviction or CWOF Jurisdiction Anyjurisdiction Look?back period Unlimited fotOUl/motor vehicle homicide, OUi/serious bodily injury, GUI/manslaughter 7 years for all others Multiple Serious Driving Offenses Definition Two or more convictions or continuations without a finding for operating under the influence or leaving the scene, or any offense under c. 90, or any combination thereof. Disposition Conviction or CWOF Exhibit A DISQUALIFYING CONDITIONS Jurisdiction Any jurisdiction Look~bocir period Unlimited Reckless Operation of Motor Vehicle Definition c, 90, reckless. operation - negligent operation to endanger - leaving the scene of property damage - false statement to RMV use without authority G.L. c. 90, (leaving the scene of an accident causing personal Injury) - - G.L. c. 90, (leaving the scene of an aecident causing death) Disposition Conviction or CWQF Jurisdiction my jurisdiction Look?book period 7 yea rs Sex, mouse, and Exploitation Offenses Definition ?Sex Offense? as'deflned in at. c. 6, (incl. conspiracy, solicitation, attempt, or accessory to same) (31.. c. 209A, ?7 (Violation of an Abuse Prevention Order) - G.L. c. 265, (Child Endangerrnent) G.L. c. 265, ?43 (stalking) G.L. c. 265, (criminal hares'sment) G.L. c. 272, ?6 (owner of place inducing or suffering person to resort in - such place for sexual intercourse) (5.1.. c. 272, ?7 (sopport From, or Sharing, Earnings of Prostitute) c. 272, ?8 (Soliciting for Prostitute) GL. c. 272, ?12 (Procuring Person to Practice, or Enter a Place for Prostitution; Employment Office Procurlng Person) G.L. c. 272, 13 (Detoining, or Drugging to Detain, Person in Place for Prostitution) 6.1.. c. 272, 15 (Open end Gross Lewdness and Lascivious Behavior) G.L. c. 272, ?153 (Indecent Exposure) 2 . To . ewe-e DISQUALIFYING CONDITIONS . G.L. c. 272, {$53 (Accosting or'Annoving a Person of the Opposite Sex) G.L. c. 272, (Engaging in Sexual Conduct for 3 Fee) G.L. c. 272, ?105 (Upskirtingl Disposition Conviction or CWOF Jurisdiction Any jurisdiction Look~bock period Unlimited Sex Offender Registration Definition Jurisdiction Required to register as sex offender Any jurisdiction Look?book period Unlimited Felony Convictions Definition Any offense with an available maximum penalty of more than 23$ veers? - imprisonment. Disposition Conviction Jurisdiction Anvjurisdiction Look?back period 7 years "Felony Robbery? De?nition G.L. c. 265, ?14(armed burglary) G.L. c. 265, ?17iarmed robbery) G.L. c. 265, ?18 (assault to rob) G.L. c. 255, ?19 (unarmed robbery) c. 265, ?21 (stealing by confining or putting in fear} G.L. c. 265, ?21Alcarjackingi Attempt, solicitation or conspiracy to commit these offenses, or being an accessory thereto. Disposition Conviction or CWOF Jurisdiction Anyjurisdiction Look-back period Unlimited Exhibit A DISQUALIFYING CONDITIONS "Felony Fraud? Definition 6.2.. c. 266, ??30 (Larceny oyer $250 only), SOB, (unlawful possesslon of theft detection shielding deyice or deactivator), 30C (use of counterfeit receipt with intent to defraud), 30E) (organized retail crime), 33. (obtaining signature by false pretenses), 32 (fraudulent conversion of property by captain of vessel), 33 (larceny by false pretenses relating to contracts banking transactions or credit), 35A (false material statements in connectionwith mortgage lending), 37 (uttering fraudulent checks), 37C (fraudulent use of credit cards felony form only), 40 (common and notorious thief), 39 (destruction or concealment of will), 50 (fraud or embezzlement by state treasury employee), 51 (fraud or embezzlement by city, town or county employee), 52 (fraud or embezzlement by bank officer or employee), 53A (misconduct by bank officer or employee), 55 (embezzlement by liquidating agent or receiver), 56 (embezzlement by broker or agent), 57 (embezzlement by fiduciary), 60A (buying or selling stolen trade secrets), 66 (fraudulent issue of stock), '67 (false entry in corporate (false statement in procurement), 67B-(presentation of false claims), 67C (false entry in records relating to capital construction projects), 73 (obtaining goods under false pretenses), 74 (fraudulent use of corporate credit), 75 (obtaining property by trick 4- oyer 5259 only), 76 (gross fraud or cheat at common law), 110 (false inyoice of cargo), 111 (false affidavit or protest), 111A, 1118, 111C (insurance fraud) G.L. c. 267, (false or forged records), 2 (forged tickets), 3 (forged seal of land coort), 4 (forged railroad company stamp), 5 (uttering false record), 6 (uttering forged ticket), 7 (forged bill of credit issued by treasurer), 8 (forged bank bill or note), 9 (possession of ten or more counterfeit notes), 10 (uttering counterfeit note], 11 (common utterer), 12 (possession of counterfeit notes), 13 (possession of tools for counterfeiting), 17 (possession of ten or more counterfeit coins), 18 (possession of fewer than ten counterfeit coins), 19 (common utterer of counterfeit coins), 20 (tools for making counterfeit coin), 27 (possession of worthless bank notes), 28 (uttering worthless bank notes). G.L. c. 268, (perjury), 2 (subornation of periury), 3 (attempt to procure perjury), 6 (report before state departments), 13 (corrupting masters, auditors, jurors, arbitrators), 13B (willfully misleading to obstruct a criminal investigation), 13E (tampering with? record document for use in judicial proceeding), 36 (compounding or concealing a felony), 39 (perjury related to motor vehicle theft) 0r Attempt, Solicitation or Conspiracy to commit these offenmses or being an Accessory thereto Disposition Conviction or CWOF Exhibit A DISQUALIFYING CONDITIONS Jurisdiction Any jurisdiction Look-book period 7 years Open Cases Definition Any outstanding or unresoived criminal proceedings, the conviction for which would result in a negative suitability determination by the Division. Jurisdiction Any jUrisdi-ction Look?back period I Present Open Warrants Definition Any outstanding warrant for arrest Jurisdiction Any jurisdiction Look?book period Present Habitual Traffic Offender . Definition ELL. (2. 90, ?24 (Habitual Traffic Offender) Jurisdiction Any Jurisdiction Look Book Period 7 years Licensed Driver Definition If under 23 years of age, have not held a valid US driver's license for at least 3 years. . If 23 years of age or older, have notheld a valid US driver?s license for at least 1 year. Jurisdiction Anyjurisdiction Open or unresolved Driving Infractions De?nition Any outstanding or unresolved driving infractions that would result in a negative suitability determination by the Division. Jurisdiction Any jurisdiction Suspension of Driver's License Definition Any suspension of driver?s license for reasons related to the operation of a motor vehicle. Jurisdiction Any jurisdiction Look back period 7 years - .. Exhibit A BISQUALIFYING CONDITIONS Multiple Violations of Traffic Laws or A1: Fault Accidents Definition More than 4 violations of the Traffic Laws and/0r At Fault Accidents (211 CMR 134). - - Jurisdiction Anyjurisdiction Look back period 3 years Interlock Device Definition interlock device present in an applicant?s vehicle. Jurisdiction Massachusetts Look back period Present Exhibit . CORI CONSENT AND AUTHORIZATION As a piospeetive or current Transportation Network Driver, I understand that the Department of Public Utilities? Division of ?l ransportation Network Companies (?Division?) shall review Criminal Offender Record Information, Sex Offender Registry Information, and Registry of Motor Vehicles driving recoid information (?Background Info1mation?) from the Department of Criminal Justice Information Services for the purpose of evaluating whetherl are suitable to pe1for1n Transportation Network Services (?Suitability Review?) I hereby acknowledge that the Division 13 authorized to review Background Information and provide permission to to submit my information to the Division fo1 the purpose of perfomnng this Suitability Review [and for the purposes of testing the Suitability Review system] This authorization is valid for one year from the date of my signature or until the conclusion of my af?liation with the Company, whichever comes ?rst. I midemtand that the Division may perform a Suitability Review midtiple times during this period of time. I may withdraw this authorization at any time by providing Ly?; and. the Division with written notice of my intent to withdraw my consent. By withdrawing my consent, or if my Suitability Review Consent and Authorization fonn is not renewed after this one-year period, I understand that the Division may make an adverse decision on my Background Check Clearance Certi?cate, including suspending o1 revoking my Background Check Cleaiance Certificate, and (2) the Company may make an adverse decision on my suitability to perform Transportation Network Services including suspending or revoking my Background Check Clearance Certi?cate By clicking ?Accept,? I provide my consent to to submit my infonnation to the Division, and I consent to the Division?s use of this information to perform a Suitability Review [and for the purposes of testing the Suitability Review system]. i affirm that the information I have provided to conduct a Suitability Review is true and accurate.