ITEM NO:         6x _attach 1 
MEETING DATE:   January 12, 2016 


SETTLEMENT AGREEMENT 

This Settlement Agreement ("Settlement Agreement") is made and entered into
as of this ____ day of January 2016  by and between the PORT OF SEATTLE, a
Washington municipal corporation (the "Port"), and PUGET SOUND DISPATCH, LLC,
and Washington limited liability company ("PSD"). 
WHEREAS, the Port and PSD are parties to that certain Concession Agreement
dated August 6, 2010 (the "Agreement") related to the provision of on-demand taxi
service (the "Concession") at Seattle-Tacoma International Airport (the "Airport"); and 
WHEREAS, the Port's Internal Audit department conducted an audit of PSD's
operations for the period November 1, 2011 through August 31, 2015 (the "Audit") and
identified findings related to the Port's management and controls over the Agreement as
well as PSD's revenue reporting under the Agreement; and 
WHEREAS, the Audit recommended that Port management work with PSD to
determine the impact of under-reported "Gross Receipts" on the payment of the
"Percentage Fee" due for the Concession under the Agreement; and 
WHEREAS, the Port and PSD have worked together, as contemplated by
Paragraph 7.C of the Agreement, to determine and average fare from each outbound trip
from the Airport as well as an appropriate adjustment from the Automated Vehicle
Identification  (AVI)  system-measured  number  of  outbound  trips  to  determine  a
reconciled number of revenue trips; and 
WHEREAS, the parties now wish to settle the Audit issue related to the
payment of Percentage Fees for the period from November 1, 2010 through October 31,
2015; 
NOW, THEREFORE, in consideration of the mutual agreements, the parties
agree: 
1.       Underpayment Amount. The Port and PSD agree that the total dollar value
for the underpayment of Percentage Fees for the period November 1, 2010 through
October 31, 2015 is Eight Hundred Seventy Nine Thousand, Five Hundred Thirty Five
Dollars and No Cents ($879,535.00) (the "Underpayment"). 

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ITEM NO:         6x _attach 1 
MEETING DATE:   January 12, 2016 
2.      Waiver of Late Charges, Interest and Audit Costs. Acknowledging the
issues identified in the Audit related to the Port's management and controls over the
Agreement, the problems in developing reliable data related to "Gross Receipts" over the
term of the Agreement, and PSD's cooperation in responding to the issue of underpayment
once it was identified, the Port agrees that it will waive late charges and
interest, which would otherwise be payable under Paragraph 7.D of the Agreement, as
well as audit costs, which would otherwise be payable under Paragraph 8.B of the
Agreement. 
3.      Payment. The Underpayment shall be paid, in full, no later than January 
31, 2016. In the event that PSD fails to pay the Underpayment in full by the due date, the
Port intends to apply the Security provided under Paragraph 11 of the Agreement to
satisfy the Underpayment. Nothing in this Settlement Agreement shall affect PSD's
rights with respect to the Underpayment under Paragraph 7.E of the Agreement. 
4.      Compromise and Settlement. It is expressly understood and agreed by the
parties that this Settlement Agreement represents a compromise and shall not be
construed as an admission of liability by either party. Subject to PSD's performance of
the terms of this Settlement Agreement, the Port fully and finally releases any claim, or
right to claim, related to any underpayment of the Minimum Annual Guarantee and/or
Percentage Fee due under the Agreement for the period from November 1, 2010 through
October 31, 2015. 
5.      No Effect on Period After October 31, 2015. This Settlement Agreement
shall not affect or otherwise relate to any period after October 31, 2015. Except as the
Agreement may otherwise be amended, PSD shall be responsible to report its Gross
Receipts and remit the Percentage Fee due as provided in Paragraph 7 of the Agreement.
Notwithstanding the foregoing, the Port agrees to work with PSD to reasonably
determine an average fare from each outbound trip from the Airport as well as the
reconciled number of outbound trips from the Airport to determine the total Gross
Receipts and Percentage Fee for such period. 
6.      Approval  by  Commission.  PSD  acknowledges  that  the  terms  of  this
Settlement Agreement are specifically subject to the approval of the Port Commission.
Port staff will present these settlement terms to the Port Commission and will
recommend approval of the settlement on those terms. 
7.       Authority.  Except  as  set  forth  in  Paragraph  6,  the  parties  represent,
warrant and covenant that each has the full power and authority to execute, deliver, and
perform this Settlement Agreement and has duly authorized the execution, delivery, and
performance of this Settlement Agreement. Each of the undersigned hereby represents
and warrants his or her authority to sign this Settlement Agreement for such party. 

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ITEM NO:         6x _attach 1 
MEETING DATE:   January 12, 2016 
8.      Attorneys' Fees to Enforce Agreement. Inthe event any suit or  action is
instituted to enforce or interpret any of the terms of this Settlement Agreement,
including any action or participation in or in connection with the case or proceeding
under any chapter of the Bankruptcy Code or any successor statute, the prevailing party
shall be entitled to such sum as the court may adjudge reasonable as attorneys' fees in
such suit, action or proceeding or upon any appeal from any judgment, order or decree
entered therein. 
9.      Counterparts. This  Agreement  may  be  executed  in  any  n umber  of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts shall constitute one agreement.  The Parties
further agree that any facsimile or email copy of a party's signature is valid andbinding
to the same extent as an original signature. 
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
following dates, the latter of which shall constitute its Effective Date. 
PUGET SOUND DISPATCH, LLC     PORT OF SEATTLE 

By:                                           By: 
Its:                                                     Its: 









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