MicrosoftBike Share EquipmentCorporate and Headquarters Operations Program Bike Share System Proposal RFP #TRN-3599 Financial Questions: Equipment Financial Questions: Equipment

Microsoft Corporate Headquarters page Bike Share System Proposal 2

1) Please provide a copy of the audited financial term of the contract. statements for the three previous fiscal years c. All models of bicycle share stations, bicycles and the last quarterly report if one exists for and helmet dispensing units described in the the Equipment Provider. Statements must Technical Proposal. Please add to the template include auditor’s letter of opinion, auditor’s provided. notes, balance sheet, and statement of income/ d. Major station components such as terminal, loss. Each prime or joint venture partner must dock, map frame, platform, etc. Please add to submit this information. The City reserves the the template provided. right to accept alternative information and/or documentation submitted by the Vendor. Please see the financial template on pagep. 5, or our As a young start-up company, Social Bicycles does not digital submission. for MFN unit pricing. have audited financials. We plan to undergo our first audit at the end of 2016, and would happily share the 4) Using a copy of the inventory list created in your results with SDOT. Please see p. 9 for a Letter of Support response to Technical Proposal Question 18, please from our lead investor, as well as a chart overviewing provide a price for each part listed. revenue/growth over time. Please see p. 5, or the digital submission for spare part pricing. 2) Please show the total number of bicycles, 5) Please provide a price for software services on stations and helmet dispensing units, including a per station or per bike per month basis. Please software, the City will receive for $5 million. add to the template provided. a. Total must include any installation and/or SoBi charges $8 per bike per month, and $50 per kiosk launch costs attributed to the City per month. b. Does this total include any cash or in-kind contributions from your organization to cover 6) If there are any additional fees to be charged, capital and/or launch costs? If yes, how many not previously mentioned, please describe each in additional units of equipment will be provided? detail, including, without limitation, the anticipated frequency and reasons for incurring such fees, with Please see the financial template on pagep. 5, or the the amount. Please add the total of these fees to digital submission.. the template provided.

3) Please provide a unit price for the following items Please see p. 5, or the digital submission for spare part that may be purchased additionally throughout the pricing. Financial Questions: Equipment

Microsoft Corporate Headquarters page Bike Share System Proposal 3

7) Describe any discounts you offer for large bulk Respondent for such late delivery be paid over orders? Is the discount cumulative of per order only? and/or fully passed through to the City? There is no discount on large or bulk orders, but our bid offers a cumulative discount. Social Bicycles and Please see p. 5, or the digital submission for spare part Motivate have an, Most Favored Nation (MFN) pricing pricing. structure set out in their Master Supply Agreement in which SoBi provides significant discounts on their 10) Is there any additional information we have not bicycles, street infrastructure, and kiosks. MFN pricing asked or you would like to add? is outlined in the chart provided as the response to The Social Bicycles team has experience building question 3 and the Financial Template - Equipment. regional bike share programs, by bringing together multiple municipalities and transit agencies across 8) Please describe your requested payment terms? diverse geographic and social regions. SoBi’s biggest Please confirm that the payment terms as part of innovation is the flexibility of our locking technology this financial proposal the best terms offered by and modularity in our station infrastructure. This is an your organization to any purchaser, anywhere. economic and operational advantage as the system Fifty percent (50%) of the Total Up-Front One-Time Cost does not depend on heavy infrastructure such as shall be paid to Social Bicycles upon placing a Purchase kiosks and electronic docking points. Low-cost station Order. An additional twenty-five percent (25%) is due on equipment will provide significant density, allowing the shipping date of the bicycles. The remaining twenty- the system to scale across the region in both highly five percent (25%) is due on the final delivery date of all dense urban areas as well as lower-density suburban applicable goods. environments. Our bikes also work with regular bike parking racks, which allows SoBi to use the existing bike The Most Favored Nation pricing that Social Bicycles parking infrastructure for station locations in addition offers to Motivate are the best terms that SoBi offers to to our modular custom stations. As a result, we will are any purchaser. Should Social Bicycles and Motivate be able to build a single system that can effectively scale selected as the bike share providers for Seattle, these throughout the region with remarkable density at the terms will be available to the City through a direct pass- industry’s most competitive cost. Further, our technology through of pricing terms to the City, without mark-up. can allow for integration with the regions ORCA card, 9) Please confirm that you accept the following which can make bike share the first and last mile solution terms and conditions as follows: to a regional transportation system. e. Are the prices provided as part of this financial Social Bicycles develops and owns all core aspects of proposal the best prices offered by your orga- the technology, including the bikes, electronics, stations, nization to any purchaser, anywhere? Are the and software. Our vertical integration and system prices consistent with most-favored nation? architecture lead to a significant reduction in capital f. Do the prices set forth in your response include costs. Other bike share companies often have multiple cost to manufacture, produce, deliver, provide partners for technology (separate partners for bikes, training, support, upgrades on and general im- kiosks, or software), this results in multiple layers of provements to bicycle share stations, bicycles margin and significantly more expensive products. We and/or helmet dispensing units, including all are confident that we can offer the largest system, most parts thereof? affordable path for system expansion, most innovative g. Does the software service fee include hosting, technology, and best service that ultimately yields the training, support, upgrades and continual im- most financially sustainable system. provements? h. In the event of any late delivery due to sub- contractor and/or supplier late delivery to the Successful Respondent, will any benefit (such as decreased costs) received by the Successful Financial Questions: Equipment

Microsoft Corporate Headquarters page Bike Share System Proposal 4

Key Term Response Most Favored Nation Confirmed. Social Bicycles and Motivate have an, Most Favored Nation pricing structure set out in their Master Supply Agreement in which SoBi provides significant discounts on their bicycles, street infrastructure, and kiosks. MFN pricing is outlined in the financial template and saves the City of Seattle over $400,000 on the equipment proposed for the initial system, resulting in a larger system. All-In Cost Yes, the capital pricing includes manufacturing, producing, delivering and training on all bicycle share stations, bicycles, and helmet dispensing units, including all parts. The on-going technology fees include all support and upgrades on and general improvements to the bicycle share stations, bicycles, and helmet dispensing units. We’d like to note it maybe advantageous to bill shipping separately. Continuous Improvement Confirmed. Social Bicycles’ software services includes hosting, training, support, upgrades, and continual improvements to the system. Liquidated Damages Confirmed, the parties will work with the City to develop reasonable liquidated damages arising from delays resulting from events outside the parties’ reasonable control.

Description Frequency Reasoning Amount Software Upgrades 1 Should Motivate request software upgrades that are non- (Hourly Rate) for non-standard standard for the Seattle program, an additional hourly fee upgrades will be charged to develop them. Custom Mobile Annual SoBi provides a mobile application that services all See financial App SoBi systems. Should Motivate and the City choose template. to develop a standalone Seattle-specific mobile app there will be additional fees associated with the app’s development. Implementation 1 This fee covers SoBi’s planning, system set-up and See financial Fee configuration, system installation, and launch costs. template. Vinyl Printing As needed Motivate plans to pass these through to sponsors, but See financial SoBi offers vinyl printing and application for station template. equipment. Financial Questions: Equipment

Microsoft Corporate Headquarters page Bike Share System Proposal 5 11 Respondent Notes Respondent pricing. Nation Favored Most from savings cost tab represents "Other" Note: on based savings J represents discount and column I represents Column units.purchased at all required in included price stations.not and kiosk base cost Shipping SoBi formula. included in price formula. and includes base Rack plate. cost Shipping ad panels. bins Mapinclude plate and panels shipping.for Substituting helmet Plates included in station allare equipment. SoBi ad includes bins ad plate and panel shipping. for SubstitutingCompact helmet panels. in included price e-assist formula. and base cost smart Shipping bicycles. Non included in initial upgrades E-assist kit. CapEx. No upgrade E-assist included in price formula. and base cost smart Shipping bicycles. bin helmet Substituing for panels system. existing by 55 unitsprovided already area. branding stations casual returns. with 105 returnhigh units Only use facilitate to helmet and return rent bins. will have e-assist stations. for planstrench to SoBi required, Not fee. operating included in which our are SaaS fees, include ongoing not Does pilot quantities until available not 2018 above E-assist dock charging Plate reused dock. rack can be with charging Replaces and tourist businesses in hubs partnering housed tablet kiosk Indoor controller with charging Kiosk controller with charging panel Ad cost Sponsor cost Sponsor cost Sponsor cost Sponsor expenses SoBi and other travel, upgrades, training, support, software Covers cards RFID of Bulk purchase parts with initial of supply purchase. includes 1 year SoBi cost Sponsor sponsor. Seattle will reskin their app for SoBi platform CMS unified Motivate's to upgraded will Seattle be E-Assist pricing and 50 bike MFN investment from SDOT for savings Total from SoBi. B row Reference - FinancialOperations. Template From must equal Launch and Equipment of city totalto costs Per RFP requirements, $5M. Motivate Discount (Total) $ 15,000.00 $ 112,500.00 $ 150,000.00 $ 166,500.00 $ 2,125.00 $ - $ - $ 500.00 $ 446,625.00 10 Motivate $ 500.00 $ 100.00 $ 100.00 $ 200.00 $ 50.00 $ 50.00 $ 25.00 discount (Unit) $ 50.00 $ 50.00 $ 500.00 9 operations) continued in existing units Other (includes 54.00 8 Vendor Units paid by 50.00 1.00 1.00 7 City $5M Units paid by 2,250.00 1,500.00 106.00 30.00 50.00 85.00 20.00 1.00 4.00 1.00 5,500.00 1,600.00 6 Provided (column 7+8) (column ------2,250.00 1,500.00 5,500.00 1,600.00 100.00 106.00 30.00 54.00 85.00 20.00 Total Units Purchased/ 1.00 4.00 1.00 5 Station (as applicable) Avg Units per Avg 0.19 14.06 9.38 0.63 0.34 0.66 0.53 N/A 0.13 0.01 0.03 N/A N/A N/A N/A 0.01 34.38 10.00 $1,300 4 Financial Template - Equipment Costs - Equipment Financial Template Unit Price Unit Price For a digital version of this file, please see our digital submission. digital our see please file, this of version a digital For and customs) $ 2,650.00 $ 1,200.00 $ 1,730.00 $ 1,800.00 $ 3,130.00 $ 3,100.00 $ 1,750.00 $ 5,000.00 $ 415.00 $ 540.00 $ 375.00 $ 15.00 $ 15.00 $ 65.00 $ 10,000.00 $ 10,000.00 (includes shipping $ 35.00 $ 100,000.00 $ 2.00 $ 100.00 $ 10,000.00 $ 10,000.00 160 3 and customs) $ - $ - (includes shipping $ 2,595,000.00 $ 300,000.00 $ 933,750.00 $ 156,500.00 $ 137,800.00 $ 100,000.00 $ 160,000.00 $ 45,900.00 $ 35,000.00 $ 10,000.00 $ 20,000.00 $ 11,000.00 Total Cost to City $ 4,997,950.00 $ 5,444,575.00 $ 4,504,950.00 $ 493,000.00 Dock Other Platform Map Frame Terminal 2 TOTAL EQUIPMENTLAUNCH & Description EQUIPMENT Station Total Share Bike Bicycles Smart Bicycles v.4 E-Assistv.4.5 Upgrade E-Assistv.5.0 Bicycles unit Dispensing Helmet unit Rent/Return Helmet unit Return Helmet (as needed) Canopy Solar Fees Other/Additional Dock Charging E-Bike Kit Upgrade Dock E-Bike Kiosk Tablet Controller + Charging Kiosk Payment Outdoor Controller Panel Ad + Charging Outdoor Printed Basket Assets Exterior Printed Basket Interior Assets Assets Skirt to Guard and Design Upgrade Printed Assets Dock Fee Implementation SoBi Cards Access RFID tools and spares custom Replacement App Bicycles Social Skinned Page Landing Custom Motivate Subtotal Equipment LAUNCH COSTS Costs Subtotal Launch PRICING MTV WITHOUT COST TOTAL a1 a2 a3 a4 a5 1 PART 1 -AND LAUNCH EQUIPMENT COSTS Item # Item A B C D E F G H Financial Questions: Equipment

Microsoft Corporate Headquarters page Bike Share System Proposal 6

PART II - REPLACEMENT PARTS COSTS & ALTERNATIVE MODELS 1 The City reserves the right to purchase any quantity of equipment at these prices, unless Proposer I REPLACEMENT PARTS/ALTERNATIVE MODELS i1 V.4.5 Spare Parts i55 SoBi Security Bit (M6) $8.00 i2 MAJOR BICYCLES COMPONENTS i56 Security tool for pedals + crank bolts $16.00 i3 Frame (custom color) $225.00 i57 Shaft drive locking wrench (left) $15.00 Quick-release tool $8.00 i4 Front wheel $100.00 i58 i59 Touch-up paint* (first can free) $0.00 i5 Rear wheel 8 speed with cog installed (Space i60 ON-BIKE ELECTRONICS Cardan) * $180.00 i61 Solar panel $40.00 i6 Fork (custom color) $100.00 i62 UV screen and glass protector $2.00 i7 Crank bolt custom $2.00 i63 Battery $50.00 i8 Crank set custom $15.00 i64 Battery charger $20.00 i9 Pedal set custom $20.00 i65 Controller unit $500.00 i10 Front Fender $15.00 i66 Locking unit $100.00 i11 Skirt Guard $30.00 i67 Controller lens cap $3.00 i12 Tire $25.00 i68 STREET INFRASTRUCTURE i13 Headset $20.00 i69 Wave Rack $250 excludes hardware i14 Saddle $20.00 i70 Rack Plate $200.00 excludes graphic panels i15 Seat post set $30.00 i71 Small Sign $700.00 excludes hardware i16 Security seat post quick-release set $15.00 i72 Small Sign Plate $300.00 excludes graphic panels i17 BICYCLE ACCESSORIES i73 Large Sign $1,600.00 excludes hardware i18 Handlebar $40.00 i74 Large Sign Plate $700.00 excludes hardware i75 Splice Plate $25.00 excludes hardware i19 Basket $40.00 i76 End Cap $25.00 hardware for racks (3) and plates (4) i20 Lock magnet set $7.50 i77 Custom Rack/Plate Bolt $3.60 quoted separately on a per project basis i21 Lock bar / U-bar $20.00 i78 Graphics Panels see asset pricing i22 Front headlight $20.00 i79 Small/Large Sign Asset Bolts Direct i23 Bell $10.00 i80 Wheel well $30.00 i24 Grip set $7.00 i81 Wear Pad $10.00 i25 Kickstand set $15.00 i82 KIOSK i26 i83 Cable Assemblies Shifter assembly Shimano (Nexus 3 or 8 speed) $10.00 i84 Modem Cable $80.00 i27 Integrated Brake lever set $20.00 i85 Solar Cable $35.00 i28 Brake cable fixing unit (front wheel, Shimano) $3.00 i86 Thermistor Cable $30.00 i29 Brake cable fixing unit (rear wheel, Shimano) $3.00 i87 Dispenser Power Cable $40.00 i30 Brake barrel adjuster unit (front and rear wheels, i88 Dispenser Data Cable $30.00 Shimano) $5.00 i89 LCD Power Cable $10.00 i31 SoBi security axle nut (front wheel) (1 pcs) $6.00 i90 Battery Cable $15.00 i91 BLE Switch Cable $12.00 i32 SoBi security axle nut (rear wheel) (1 pcs) $6.00 i92 Kranium Interface Cable $25.00 i33 Hub parts 8-speed hub shifter $10.00 i93 Fan Cable $8.00 i34 Sunrace no-turn washer for 8-speed $2.00 i94 Ethernet Cable $5.00 i35 i95 SMA Extention $5.50 Hub dynamo connector (Shimano, front wheel) $2.00 i96 USB A-B Cable $3.00 i36 Power cable $7.50 i97 Display Cable $5.50 i37 Endcap security screws $1.50 i98 Display 90deg Converter $6.00 i38 M6 x 20mm security bolts $1.50 i99 USB A-micro $6.50 i39 Front fender mounting hardware $1.50 i100 micro SDs $2.50 i40 Fork spring set $1.50 i101 Electronic Components i41 Seat tube security screw $1.50 i102 RFID/CC reader $610.00 i42 Rear light screw $0.20 i103 Touchscreen $200.00 i43 Plastic reflector for wheels $2.00 i104 USB Converter and Cable $25.00 i44 Inner tube (standard) $3.00 i105 LCD Display $300.00 i45 Fender bolts $0.50 i106 Modem $400.00 i107 PCB $125.00 i46 Shaft-drive hanger bolt $1.00 i108 Touch Screen Bezel $100.00 i47 Belt $50.00 i109 LCD Bezel $110.00 Rear Sprocket $20.00 i48 i110 Credit Card Bezel $60.00 i49 Front Sprocket $20.00 i111 Gasketing $2.00 i50 Lock Housing $25.00 i112 Battery $250.00 i51 M8 Frame screw $1.00 i113 Solar Panel $131.99 i52 Rear dropout cover $5.00 i114 Electronics Housing $30.00 i53 TOOLS i115 Antenna $12.00 i54 SoBi Axle Nut Driver $40.00 i116 Computer $40.00 Financial Questions: Equipment

Microsoft Corporate Headquarters page Bike Share System Proposal 7

i117 Computer Case $7.00 iii22 Electric Bike Power Cable $20.00 i118 Kiosk Housing $6,000.00 iii23 Phone Mount $20.00 i119 HELMET VENDING BINS (MTV SOURCED) iii24 Disc Brake $70.00 i120 Two-compartment bin with slanted roof iii25 Brake Sensors $25.00 i121 Bin decals and wayfinding map (set of 7) iii26 BICYCLE ACCESSORIES i122 Electric strike lock with PIN pad iii27 Handlebar $40.00 iii28 Basket $40.00 V.4.5 Upgrade to V.5.0 Spare Parts iii29 Bell $10.00 ii1 UPGRADE KIT COMPONENTS iii30 Grip set $7.00 ii2 Rear Wheel Motor $300.00 iii31 Kickstand set $15.00 ii3 Front Wheel $80.00 iii32 ii4 Torque Sensing Bottom Bracket $120.00 Shifter assembly Shimano (Nexus 3 or 8 speed) $10.00 ii5 E-bike battery $425.00 iii33 Integrated Brake lever set $20.00 ii6 Motor controller $60.00 iii34 Brake cable fixing unit (front wheel, Shimano) $3.00 ii7 Charge controller $140.00 iii35 Brake cable fixing unit (rear wheel, Shimano) $3.00 ii8 Front Smart Dock Lock $90.00 iii36 Brake barrel adjuster unit (front and rear wheels, ii9 V5 Rear Smart Lock $250.00 Shimano) $5.00 ii10 Electric Bike Headlight $25.00 SoBi security axle nut (front wheel) (1 pcs) $6.00 ii11 Electric Bike Power Cable $20.00 iii37 ii12 Phone Mount $20.00 iii38 SoBi security axle nut (rear wheel) (1 pcs) $6.00 ii13 Dashboard Interface $125.00 iii39 Hub parts 8-speed hub shifter $10.00 ii14 Disc Brake $70.00 iii40 Sunrace no-turn washer for 8-speed $2.00 ii15 Brake Sensors $25.00 iii41 M6 x 20mm security bolts $1.50 ii16 Replacement Skirtguard $30.00 iii42 Front fender mounting hardware $1.50 ii17 TOOLS iii43 Fork spring set $1.50 ii18 SoBi Axle Nut Driver $40.00 iii44 Seat tube security screw $1.50 ii19 SoBi Security Bit (M6) $8.00 iii45 Rear light screw $0.20 ii20 Security tool for pedals + crank bolts $16.00 iii46 Plastic reflector for wheels $2.00 ii21 Quick-release tool $8.00 iii47 Inner tube (standard) $3.00 ii22 Touch-up paint* (first can free) $0.00 iii48 Fender bolts $0.50 ii23 STREET INFRASTRUCTURE iii49 Shaft-drive hanger bolt $1.00 ii24 E-dock $300 iii50 Belt $50.00 ii25 E-dock Power Cable $50.00 iii51 Rear Sprocket $20.00 ii26 Splice Plate $25.00 iii52 Front Sprocket $20.00 ii27 End Cap $25.00 iii53 Lock Housing $25.00 ii28 Custom Rack/Plate Bolt $3.60 iii54 M8 Frame screw $1.00 ii29 Rack Plate $150.00 iii55 Rear dropout cover $5.00 ii30 KIOSK iii56 TOOLS ii31 Kiosk Electronic Upgrade Kit $5,000.00 iii57 SoBi Axle Nut Driver $40.00 ii32 iii58 SoBi Security Bit (M6) $8.00 V.5.0 Spare Parts iii59 Security tool for pedals + crank bolts $16.00 iii1 MAJOR BICYCLES COMPONENTS iii60 Shaft drive locking wrench (left) $15.00 Frame (custom color) $225.00 iii2 iii61 Quick-release tool $8.00 iii3 Rear Wheel Motor $300.00 iii62 Touch-up paint* (first can free) $0.00 iii4 Front Wheel $80.00 iii63 BICYCLE ELECTRONICS iii5 Fork $100.00 iii64 V5 Rear Smart Lock $250.00 iii6 Crank bolt custom $2.00 iii65 Dashboard Interface $125.00 iii7 Crank set custom $15.00 STREET INFRASTRUCTURE iii8 Pedal set custom $20.00 iii66 iii9 Front Fender $15.00 iii67 E-dock $300 iii10 Skirt Guard $30.00 iii68 E-dock Power Cable $50.00 iii11 Tire $25.00 iii69 Rack Plate $150.00 iii12 Headset $20.00 iii70 Small Sign $700.00 iii13 Saddle $20.00 iii71 Small Sign Plate $300.00 iii14 Seat post set $30.00 iii72 Large Sign $1,600.00 iii15 Security seat post quick-release set $15.00 iii73 Large Sign Plate $700.00 iii16 Torque Sensing Bottom Bracket $120.00 iii74 Splice Plate $25.00 iii17 E-bike battery $425.00 iii75 End Cap $25.00 iii18 Motor controller $60.00 iii76 Custom Rack/Plate Bolt $3.60 iii19 Charge controller $140.00 iii77 Graphics Panels see asset pricing iii20 Front Smart Dock Lock $90.00 iii78 Small/Large Sign Asset Bolts Direct iii21 Electric Bike Headlight $25.00 iii79 Financial Questions: Equipment

Microsoft Corporate Headquarters page Bike Share System Proposal 8 Financial Questions: Equipment

Microsoft Corporate Headquarters page Bike Share System Proposal 9

July 6, 2016

Liz Alzeer Deputy Purchasing Manager City Purchasing and Contracting Services City of Seattle, WA Phone: (206) 684-4535 E-mail: [email protected]

Dear Procurement Manager and Bike Share Selection Committee,

Social Bicycles is a SOSVentures (SOSV) portfolio company and I am writing in support of their submission for the Seattle Bike Share RFP.

SOSV is an international investment firm with over $250 million under management. We invest in early-stage technology companies and have several investments in transportation, including Carma (real-time carpool) and Getaround (p2p carshare). The firm’s managing director is Sean O’Sullivan, a pioneer in online street-mapping and one of the leading experts/investors in transportation technology.

Social Bicycles has raised over $5M in investment, including over $3M from SOSV. We hold a significant stake in the company, and will ensure that Social Bicycles is sufficiently capitalized to deliver this project.

I am happy to speak with you if you have any questions regarding the Company’s financial strength and future. I can be reached at 203-594-1958 or at [email protected].

Sincerely,

Bradford R. Higgins Venture Partner

SOS Ventures Investments Ltd is registered in Ireland No. 433655. Directors: Sean O’Sullivan (Managing), Patricia O’Sullivan. SOSventures LLC is a US Corporation. SOSventures Hong Hong Limited and SOSventures Partners are registered in Hong Kong and China. SOS Ventures Luxembourg SARL is registered in Luxembourg. Director: Sean O’Sullivan (Managing). Microsoft Corporate Headquarters

Bike Share System Proposal

Financial Questions: Operations Financial Questions: Operations

Microsoft Corporate Headquarters page Bike Share System Proposal 11

Product Type Price Fare Products Annual Membership (Free Ride Time 90 min/day) $ 12.00 Day pass (Free Ride Time 90 min/day) $ 12.00 Single ride pass (up to 30 minutes) $ 2.50 Incremental Fees Card purchase for single rider $ 3.00 Helmet rental $ 2.00 Out of hub fees $ 2.00 Return to station credit $ (1.00) Out of network fee $ 20.00 Overage fees (per minute) $ 0.10

1) Please provide a copy of the audited financial Motivate will assume all financial costs beyond the statements for the three previous fiscal years City’s $5M financial commitment. We are committed and the last quarterly report if one exists for the to delivering a 1,500 conventional bike share system, Operator. Statements must include auditor’s a 100 e-bike share pilot, and all launch, site planning letter of opinion, auditor’s notes, balance and permitting costs for $5M. Any overruns or cost sheet, and statement of income/loss. Each escalations are our responsibility. prime or joint venture partner must submit this information. The City reserves the right to accept Post-launch, Motivate takes on all financial alternative information and/or documentation responsibility for operations. We are not asking for submitted by the Vendor. operating subsidy. Our proposed business model Please see our digital submission for Motivate’s is predicated on fundraising to ensure the revenue audited financials. 2015 is still unaudited, and we account is sufficiently funded to pay our proposed can provide audited financials later this month when operating fee. If the system is unprofitable, it is completed. The full document can be found in the Motivate’s responsibility to fund the deficit and digital submission. optimize the business model to be profitable. This is a fundamental advantage of our bid vis a vis 2) Please describe your proposed financial model and include a pro-forma. Please include: other companies. There is no ongoing cost risk to taxpayers from our business model. a. What financial responsibility is assumed by the Contracted Respondent? What is assumed by All sponsor and user revenue goes into a revenue the City? account. Motivate will draw on this revenue account b. How does your model attribute system and monthly to cover our operating fee. Our proposed sponsor revenue? operating fee is $183/month/bike, growing annual c. What prices will you charge to users to with changes in the consumer price index. Monthly consumers? profit will be distributed on a regular basis with 60% d. What decision making authority does your organization require relative to service area, going to Motivate and 40% going to SDOT, which will pricing and/or other elements in the scope of be used for expansion equipment. work? Financial Questions: Operations

Microsoft Corporate Headquarters page Bike Share System Proposal 12

Proposed Pricing ability to raise single ride passes to $5 for rides from Because the system leverages public funding, we busy stations during peak travel times. Those who understand the need for pricing that is affordable want fixed pricing can always purchase the annual and predictable to the public. As the operator taking pass, and lower-income individuals who are price on all ongoing financial risk, we also need the ability sensitive have low-income memberships available. to adjust pricing to ensure a financially sustainable Motivate’s proposed service map, developed in system. In our past experience, leaving price changes collaboration with Fehr and Peers, is an initial subject to negotiation creates unpredictability and risk hypothesis on service areas that will have significant to our business model. Therefore, we want the ability demand for bike share. We expect the final service to adjust annual membership pricing at our discretion map will be developed in close collaboration with subject to a cap of CPI+2%. This gives us the ability cities and communities. However, we will want to to cover costs that may increase greater than inflation ensure that the service areas include neighborhoods (e.g., health care, fuel) but protects the public from with high demand for bike share to ensure the system large price increases. is financially viable. This means that we will need Casual member products, such as the day pass and significant input into the service area development. single ride pass, we’d like to adjust at our discretion. We are committed to placing 20% of our stations in These products are more tourist-oriented and critical low-income areas, and our proposed map has 67% to supporting our unsubsidized operating model. of stations in low-income areas. This is not etched in In addition, we’d eventually like the ability to adjust stone, and we will work with the city to put the system pricing based on demand (season, time of day) to in areas that meet their equity goals. assist with rebalancing in a carbon-free manner. We do not want to do “surge pricing” but want to have the Financial Questions: Operations

Microsoft Corporate Headquarters page Bike Share System Proposal 13

3)Please provide detailed projections of trips, 5) Please describe your contingency plan to in case memberships and revenue for the term of this the trip, member, revenue or cost projections contract? Please explain your methodology and are not realized. Do you guarantee a minimum why your model is reliable. amount of trips, members or system revenue? The current system in Seattle will have very little in Motivate will guarantee no need for public funding to common with the system we are proposing in terms of sustain operations after launch. This obviates the need scale and utility. Therefore, we based our projections on to guarantee a certain of trips, members and system what we believe to be Seattle’s peer cities once the new revenue as our incentives are aligned in this model system launches. These cities are Chicago, Boston and to maximize all three. Members equate to system DC. Below is a comparison of our underwriting model for revenue, which is the primary source of funds to deliver Seattle and 2015 statistics for these comparable cities. an unsubsidized system. Trips represent costs, but we We expect tips per bike per day and annual members are also incentivized to encourage trips in order to be per bike to be approximately 30% lower than the average profitable. Members’ likelihood of renewal goes up in of the three comparables. This is primarily because proportion to the number of trips, and if a member signs Seattle’s pricing model will offer a low-cost pay-per-ride up and does not use the system, we will likely lose them option that may affect annual member uptake, and these as a customer. members who use the pay-per-ride model are likely to If the system runs a deficit, it is only our responsibility ride fewer than a typical annual member because trips to make up the difference. In this scenario, we would have a marginal cost. Once Portland launches we will focus on selling additional sponsorship and investing have a better idea of the uptake of the pay-per-ride and more advertising and sales. We would look to adjust can adjust our projections or pricing model if necessary pricing, within the constraints of the contract, to increase Revenue per bike at scale in 2018 will be comparable to revenue in ways that will not impact ridership. the average of Boston, DC and Chicago when measured Motivate faced a large operating deficit in NYC in 2014 on a per bike basis. Our revenue projections assume and 2015 when it took over Citi Bike, and through that the performance of Seattle will be similar to these investment in marketing, building a sales team, selling cities since demographics, density, and bike ridership secondary sponsorship, and optimizing pricing, the mode share are within a close range among the cities. system is on financially solid footing in 2016. In Chicago, The fewer annual members per bike in Seattle will be the system was not covering the costs as well in the offset by the higher revenue potential from pay-per-ride, prior two years, and we raised the casual price and out-of-hub, and hold fees. sold secondary sponsorships such as a San Pellegrino We believe our model is as reliable as possible given the sponsored “free-ride day” to address the losses. We nascent state of the industry and the limited similarities would replicate these strategies in Seattle. If these between our proposal and Seattle’s current system. approaches fail to cover the deficit, Motivate would be Relying on real-world data from comparable cities is the responsible for using its own cash to cover any operating best approach available at this moment. When Portland losses. launches, we can revise the model to include another 6) How will you charge for sponsorship services? comparable city that uses a similar pricing model and How does your rate differ for contracted equipment. sponsors for which the City provided the initial 4) Submit a detailed cash flow analysis itemizing introduction and/or was actively involved in the revenues and expenses anticipated over the negotiations? term of the Contract. Analysis should include We would charge a 20% fee for sponsorship sales that income and cash flow statements, by month for the are lead and sourced by Motivate. For sponsors that are first two (2) years, then by year. sourced by the city, our fee would be reduced to 10%. All See attached Financial Template - Operations. sponsorship proceeds net of our fee would go into the waterfall to be used to cover operating expenses and support the profit share with the City. Financial Questions: Operations

Microsoft Corporate Headquarters page Bike Share System Proposal 14

7) If the City terminates early for convenience, what the proposed model. costs will be required to be paid by the City? Economies of Scale In cases where the entire system is shut down, the City Our operations cost fee remains constant as the system will have to cover the deinstallation and wind down costs grows, except growing by the rate of inflation. We’d of our operations. Wind down costs include assuming or like to reiterate that no public dollars will be paying breaking long-term leases, severance for employees, this fee, and that Motivate is essentially responsible and legal costs. In cases where we are replaced as for maintaining enough capital to pay our operations operator and the system remains in place, we expect team that fee. As suggested in the RFP, there are some the city to cover the costs mentioned above, excluding economies of scale in bike share. However, for two deinstallation. It is our hope that long-term leases on reasons we do not believe we will see significant savings equipment, vehicles and real estate can be transferred on operating costs per bike as we grow. First, we expect to the new operator and the city won’t have to assume trips per bike and members per bike to increase over these costs. the course of the program, which increases the cost of operating each bike. Second, we are expanding solely 8) Are there any operations elements of a turnkey with e-bikes, which have higher operating costs relative system not included in your fees that would require to conventional bikes. This is primarily due to the more additional payments? Please describe each, expensive spare parts, the complexity of repairs, and including, without limitation, the anticipated the high ridership we expect to see on each bike. For this frequency and reasons for incurring such fees, with reason, we do not want to commit to a lowered fee over the amount. time in the event costs increase with an e-bike system. As mentioned elsewhere in the proposal, if the City requests sticker changes, that would be billed at cost. All other anticipated fees are in our proposal 9. Please describe your requested payment terms for operations? All user and sponsorship revenue will go into a revenue account that is owned by Motivate but where the city has view rights and a security interest in cases of default. The account is regulated so that Motivate can only draw on the account to cover the monthly operating fee and distribute on an annual basis the profit share. Any other transactions will require approval of the City. Motivate will draw its monthly operating fee on the 1st of the month for that current month. This structure reflects the fact that the operating funds come from private sources and the normal structure of invoicing the city and waiting for payment is unnecessary.

10. Is there any additional information we have not asked or you would like to add? We recognize that our business model is unconventional when compared to other fully public or fully private models. We encourage the Selection Committee to ask questions to clarify and follow up with our listed references in Portland who have direct experience with Financial Questions: Operations

Microsoft Corporate Headquarters page Bike Share System Proposal 15

Upon selection, Motivate would like to discuss the following sections of the contract to seek modifications. These include provisions for both supply and operations. We hope to take advantage of the prior legal and administrative work with the City in negotiation of the current interim operating agreement; this should create substantial efficiencies in the contracting process.

Section Comment Section 1 The RFP response is not written to function as a legal document. Our preference is to incorporate the relevant commitments and obligations from the RFP response into the contract to avoid any issues of ambiguity. Section 2 Advance notice not to renew the contract should have a time period associated with it. Section 3 This provision seems more relevant to a construction contract and not a bike share operations contract where there is no form of “completion.” We propose striking or modifying. Section 6 We would like to use the language negotiated in the current agreement between the City of Seattle and Motivate for payment. Section 26 We would like to use the language negotiated in the current agreement between the City of Seattle and Motivate. Because public funds are not being used for operations, this provision is overly restrictive. Section 35 We would like to use the indemnification language negotiated in the current agreement between the City of Seattle and Motivate. Section 37 We would like to use the insurance language negotiated in the current agreement between the City of Seattle and Motivate. Section 49 We would like to use the intellectual property rights language negotiated in the current agreement between the City of Seattle and Motivate.

Section 52 Since we are not using public funding for the operations of this contract and paying for our costs out of revenues, this section should be rewritten to reflect the actual payment process. Section 53 We would like to use the termination language negotiated in the current agreement between the City of Seattle and Motivate.

Section 61(a) We would like to use the amendment language negotiated in the current agreement between the City of Seattle and Motivate. Financial Questions: Operations

Microsoft Corporate Headquarters page Bike Share System Proposal 16 100 50% 1500 8,800 7,300 7,500 1,800 9,360 9,360 8,840 5,310 6,800 5,163 1,125 5,208 1,000 1,000

15,000 24,400 Nov-17 52,000 52,000 16,690 10,166 15,925 10,816 129,107 11,000 16,100 100 60% 1500 9,000 7,300 7,500 1,800 8,840 8,840 5,310 6,800 6,653 2,250 5,208 1,000 1,000

15,000 24,400 Oct-17 52,000 52,000 16,690 11,232 13,521 15,925 13,379 136,896 11,000 16,100 100 75% 1500 9,200 7,300 7,500 9,282 9,282 5,310 6,800 7,723 3,750 5,208 1,000 5,000 1,800

15,000 24,400 Sep-17 52,000 52,000 16,690 14,040 13,521 15,925 16,723 143,491 11,000 16,100 14,000 1500 7,300 7,500 1,800

15,000 10,000 24,400 Aug-17

100 52,000 52,000 16,690 18,720 12,376 13,521 15,925 5,310 22,298 156,839 11,000 16,100 6,800 9,433 5,000 5,208 1,000 5,000 11

100 1500 7,300 7,500 1,800 15,000 10,000 24,400 Jul-17 1,100,064

10,000 10,000 100 52,000 16,690 18,720 12,376 13,521 15,925 5,310 22,298 156,839 11,000 16,100 6,800 9,174 5,000 5,208 1,000 10,000 100 1500 7,300 7,500 1,800

15,000 10,000 24,400 Jun-17

52,000 52,000 16,690 18,720 12,376 13,521 15,925 5,310 22,298 156,839 11,000 16,100 6,800 8,554 5,000 5,208 1,000 10,000 960 May-17 52,000 52,000 16,690 68,690 2,252,475 50,000 15,000 66,400 10,000 100,000 6,000 494,400 494,400 Apr-17 52,000 52,000 16,690 68,690 15,000 16,000 10,000 100,000 6,000 Mar-17 Conventional Bikes-----> Conventional E-bikes-----> 100,000 Page 1 of 6 Page 1 Feb-17 Jan-17 2,252,475 Installation cost per e-bike expansion station expansion e-bike per cost Installation Expansion Dollars Available from existing equipment sale equipment from existing Available Expansion Dollars monthmember per annual per Revenue member annual Avgyear, per trips Seasonality adjustment---> Seasonality Driver Inflation Inflation Bikes Bikes Bikes Inflation Inflation Bikes Driver Inflation Inflation Inflation Bikes Bikes Inflation Bikes Inflation Revenue Bikes Bikes Inflation Inflation Inflation Inflation 3% 6/1/2017 1,000,000 1,000,000 $ 4,700.00 NOTES 1.03 For a digital version of this file, please see our digital submission. digital our see please file, this of version a digital For Non-local Staff Non-local (GM & Ops) Managers Local Rebalancing Local Mechanics Bike Local tech) swaps, battery checks, (bike Technicians Bike Local Marketing/Sales Local Service Admin/Customer Local & Distribution) (Cleaning Helmet Services Other - Equipment Purchase Existingdisposal removal and equipment setup Office/warehouse Installation Station Production Branding and Collateral Marketing, and Permitting Planning Site Initial Other Admin/Workroom/Storage Office etc maintenance, fuel, Vehicle, communications phone, Utilities, & tools supplies parts, Spare Comp) Workers Equipment, Auto, (Liability, Insurance member fulfillment) (includes Service Customer fee Service a as Software Maintenance Website Management, IT Gateway, Payment Fees Card Credit Helmet Services Service) Equity Programming (Required Equity Programming Service) (Premium Sales and Corporate Relations Public Marketing, 1600 2400 160 15 etc) taxes, benefits, wages, salary, LABOR (includes TOTALSUB LABOR ONE-TIME LAUNCH/TRANSITION COSTS TOTAL LAUNCH/TRANSITION FEE TOTALANDSUB SITING PLANNING (FOR LAUNCH) COSTS DIRECT Replacement helmets supplies) cleaning stickers, (bags, helmets Other, printing) stickers, maps, (including Collateral Promotions Bikes Bikes Racks Racks Kiosks Kiosks B1 B2 B3 B4 B5 B6 B7 A1 A2 A3 A4 A5 A6 A7 A8 D1 D2 D3 D4 D5 D6 D7 D8 D9 D11 D12 Stations Stations D10a D13a D10b D13b C B A EXPENSES Cost of e-bike (v5.0) all in per in bike per all (v5.0) e-bike of Cost Inflation equipment existing of Sale Date Launch Financial Template - Flow Operations Financial Cash Assumptions AA1 AA2 AA3 Model Financial 10-Year Financial Questions: Operations

Microsoft Corporate Headquarters page Bike Share System Proposal 17 0% 151 171 5,000 5,000 5,946 0.65 0.65 4,800 4,800 5,946 Nov-17 123,120 144,000 112,196 112,196 241,303 54,000 34,560 14,480 15,280 31,393 273,066 31,763 0% 157 194 4,700 4,700 0.82 0.82 7,200 7,200 Oct-17 154,440 144,000 11,893 115,012 115,012 251,908 50,760 51,840 21,720 22,920 39,340 11,893 310,333 58,425 0% 175 211 4,500 4,500 1.00 1.00 9,000 9,000 Sep-17 178,200 144,000 14,866 135,781 135,781 279,272 48,600 64,800 27,150 28,650 47,925 14,866 337,066 57,794 0% Aug-17 4,000 4,000 19,821 216,000 144,000 125,541 125,541 282,381 176 43,200 86,400 12,000 36,200 38,200 59,733 1.24 19,821 379,821 237 97,441 0% 185 233 1.14 1.14 Jul-17 3,400 3,400 19,821 209,520 144,000 8,100 8,100 138,382 295,221 36,720 86,400 12,000 36,200 38,200 54,733 19,821 373,341 78,120 0% 184 224 variable Jun-17 195,340 144,000 2,800 2,800 18,500 8,100 8,100 137,762 294,601 33,600 80,640 11,200 34,000 35,900 47,973 1.00 18,500 357,840 63,239 Estimated $ 3,088 $ 500 $ 9,500 $ 7,200 $ 1,500 N/A 0% (53,750) May-17 2,000 2,000 24,000 8,100 8,100 9,060 77,750 24,000 24,000 0% Apr-17 8,100 8,100 8,100 76,790 (76,790) - Mar-17 Page 2 of 6 Page 2 Feb-17 Annual members----> Annual 1,350 1,350 20% - - Jan-17 Adjusted by CPI annually by Adjusted CPI annually by Adjusted CPI annually by Adjusted CPI 183.00 183.00 183.00

month Per bike bike Per Cost/Fee Cost/Fee $ $ $ Inflation Inflation Driver Bikes Bikes Bikes Bikes Bikes Bikes bike Per Commission Expansion installation costs Expansion installation 60/40 share a profit propose We Sum A+B+C+D+E See operating fee structure below (G1-G3) Sum G+H+I+J K1/ AA1 K1-F1 station not e-bike Assumes etc. maps, install, stickers, up, set assembly, Includes station Per station Per station Per month Per price Purchase stations Per system smart-bike a for revised should be SLAs these in 7.6, described As Sponsorship Services Sponsorship any) Other (if & Monthly Fees Annual Member Casual (Day) Member Fees Pay-By-Trip Fees Overage Other Other, marketing Other, TOTAL COSTSSUB DIRECT MANAGEMENT/OVERHEAD/PROFIT ( ______%) COSTS OPERATIONS TOTAL TOTAL OPERATIONS MONTH COST BIKE PER USER REVENUE TOTALSUB REVENUE USER Total Trips Trips per bike per day HELMETS Helmet rentals Helmet sales TOTALSUB HELMET REVENUE TOTALSUB SPONSORSHIP (less any commissions) TOTAL OTHER TOTAL REVENUE TOTAL REVENUE MONTH BIKE PER PROFIT/LOSS SDOT Share (40%) month total) bike per (1000-1999 bikes cost/fee Operations month total) bike per (2000-2499 bikes cost/fee Operations total) month bike bikes per (2500+ cost/fee Operations station) (per fee Launch move Station Reconfiguration Station truck rebalancing Additional trailer bike rebalacing Additional (Additional) Siting Permitting and Station levels service Premium rebalancing Other F1 F2 K1 K2 G3 G4 G5 H1 H2 G1 G2 G3 H1 H2 H3 H4 H5 H6 H8 G1 G2 H7 D14 D15 D13c Note: No economies of scale given additional operating costs from expanding with only e-bike only e-bike with expanding from costs operating additional given scale of No economies Note: I J L F E K D G H REVENUE PROFIT/LOSS PROPOSED OPERATING FEE UNIT PREMIUM SERVICES Financial Questions: Operations

Microsoft Corporate Headquarters page Bike Share System Proposal 18 - - 334 1500 90,228 210,261 113,760 289,194 342,025 1,922,553 2018 TOTAL 642,720 642,720 206,288 187,842 177,407 170,457 223,227 74,432 240,178 154,192 195,555 84,048 91,412 49,588 32,482 62,500 22,248 12,360 30,900 50% 1500 9,064 7,519 1,854

17,710 24,359 28,808 Dec-18 53,560 17,191 10,768 10,169 18,802 14,263 12,987 16,100

334 9,149 9,149 6,269 140,171 7,004 5,916 1,290 5,208 1,030 2,575 50% 1500 9,064 7,519 1,854

17,710 24,359 28,808 Nov-18 53,560 17,191 10,768 10,169 18,802 14,263 12,987 16,100

334 9,149 9,149 6,269 140,171 7,004 7,036 1,290 5,208 1,030 2,575 60% 1500 9,200 7,519 1,854

17,710 24,359 28,808 Oct-18 53,560 17,191 12,921 12,203 10,979 18,802 17,115 12,987 16,100

334 6,269 6,269 149,041 7,004 8,569 2,250 5,208 1,030 2,575 75% 1500 9,800 7,519 1,854

17,710 24,359 28,808 Sep-18 53,560 17,191 16,151 15,254 13,724 18,802 21,394 12,987 16,100 16,529

334 6,269 6,269 162,346 7,004 9,696 3,750 5,208 1,030 2,575 1500 7,519 1,854

17,710 10,300 24,359 28,808 Aug-18 53,560 17,191 21,535 20,339 18,299 18,802 28,525 12,987 16,100 11,568

334 6,269 6,269 184,520 7,004 5,000 5,208 1,030 2,575 1500 7,519 1,854

17,710 10,300 24,359 28,808 Jul-18 53,560 17,191 21,535 20,339 18,299 18,802 28,525 12,987 16,100 11,417

334 6,269 6,269 184,520 7,004 5,000 5,208 1,030 2,575 1500 7,519 1,854

17,710 10,300 24,359 28,808 Jun-18 53,560 17,191 21,535 20,339 18,299 18,802 28,525 12,987 16,100 10,745 16,529

334 6,269 6,269 184,520 7,004 5,000 5,208 1,030 2,575 1500 170% 9,476 7,519 1,854

17,710 24,359 28,808 May-18 53,560 17,191 21,535 20,339 18,299 18,802 28,525 12,987 16,100

334 6,269 6,269 184,520 7,004 7,820 3,151 5,208 1,030 2,575 1500 125% 9,064 7,519 1,854

17,710 24,359 28,808 Apr-18 53,560 17,191 15,835 14,955 15,964 18,802 18,298 12,987 16,100

334 6,269 6,269 160,873 7,004 5,301 1,854 5,208 1,030 2,575 1500 115% 9,064 7,519 1,854

17,710 24,359 28,808 Mar-18 156,805

334 53,560 53,560 17,191 14,568 13,759 15,822 18,802 6,269 16,834 12,987 16,100 7,004 4,877 16,529 1,483 5,208 1,030 2,575 334 50% 1500 Page 3 of 6 Page 3 9,064 7,519 1,854 6,269 6,269 7,004 4,277 5,208 1,030 2,575 17,710 24,359 28,808 Feb-18 53,560 53,560 17,191 11,051 10,437 12,003 18,802 12,770 142,083 12,987.41 18,455 1,289.57 50% 1500 9,064 7,519 1,854

15,450 21,250 25,132 Jan-18 53,560 17,191 10,471 16,403 11,140 11,330 16,100

100 9,641 9,641 9,105 5,469 132,980 7,004 4,191 1,125 5,208 1,030 2,575 100 1500 65,800 51,100 52,500 105,000 170,800 1,146,499 2017 TOTAL 468,000 468,000 150,210 100,152 72,930 87,936 111,475 37,170 118,627 77,000 112,700 47,600 51,828 28,000 23,250 36,458 12,600 7,000 33,000 100 50% 1500 8,800 7,300 7,500 9,360 9,360 8,840 5,310 4,169 1,125 5,208 1,000 1,000 1,800

15,000 24,400 Dec-17 52,000 52,000 16,690 10,166 15,925 10,816 129,107 11,000 16,100 6,800 14,000 1.03 Conventional Bikes-----> Conventional E-bikes-----> Non-local Staff Non-local (GM & Ops) Managers Local Rebalancing Local Mechanics Bike Local tech) swaps, battery checks, (bike Technicians Bike Local Marketing/Sales Local Service Admin/Customer Local & Distribution) (Cleaning Helmet Services Other - Equipment Purchase Existingdisposal removal and equipment setup Office/warehouse Installation Station Production Branding and Collateral Marketing, and Permitting Planning Site Initial Other Admin/Workroom/Storage Office etc maintenance, fuel, Vehicle, communications phone, Utilities, & tools supplies parts, Spare Comp) Workers Auto, Equipment, (Liability, Insurance member fulfillment) (includes Service Customer fee Service a as Software Maintenance Website Management, IT Gateway, Payment Fees Card Credit Helmet Services Service) Equity Programming (Required Equity Programming Service) (Premium Sales and Corporate Relations Public Marketing, LABOR (includes salary, wages, benefits, taxes, etc) taxes, benefits, wages, salary, LABOR (includes TOTALSUB LABOR ONE-TIME LAUNCH/TRANSITION COSTS TOTAL LAUNCH/TRANSITION FEE TOTALANDSUB SITING PLANNING (FOR LAUNCH) COSTS DIRECT Replacement helmets supplies) cleaning stickers, (bags, helmets Other, printing) stickers, maps, (including Collateral Promotions B1 B2 B3 B4 B5 B6 B7 A1 A2 A3 A4 A5 A6 A7 A8 D1 D2 D3 D4 D5 D6 D7 D8 D9 D11 D12 D10a D13a D10b D13b C B A EXPENSES Cost of e-bike (v5.0) all in per in bike per all (v5.0) e-bike of Cost Inflation equipment existing of Sale Date Launch Financial Template - Flow Operations Financial Cash Assumptions Model Financial 10-Year Financial Questions: Operations

Microsoft Corporate Headquarters page Bike Share System Proposal 19 0% 183 2,056,524 3,979,077 2,139,747 1,959,716 4,245,011 106,374 106,374 2018 TOTAL 41,715 41,715 234,056 946,080 596,592 82,860 250,185 264,030 749,459 145,549 145,549 2,315 265,934 0% Dec-18 95,040 22,680 10,028 43,597 31,362 8,800 8,800 165,065 141,424 281,595 154 3,150 9,503 140,400 0.79 7,493 7,493 312,958 171 0% Nov-18 93,960 36,288 15,204 16,044 47,338 58,251 8,700 8,700 165,065 142,544 282,716 154 5,040 166,536 0.86 9,366 9,366 340,967 186 0% Oct-18 92,880 54,432 22,806 24,066 59,632 12,488 12,488 85,081 8,600 8,600 165,065 145,174 294,215 160 7,560 201,744 1.08 379,297 207 0% Sep-18 90,720 68,040 28,508 30,083 73,290 15,609 15,609 80,198 8,400 8,400 165,065 164,931 327,276 178 9,450 226,800 1.33 407,474 222 0% Aug-18 86,940 90,720 12,600 38,010 40,110 94,803 20,813 20,813 8,050 8,050 165,065 8,343 8,343 160,366 344,886 188 268,380 1.72 454,258 248 109,372 0% Jul-18 83,160 90,720 12,600 38,010 40,110 91,887 20,813 20,813 7,700 7,700 165,065 8,343 8,343 160,214 344,735 188 264,600 1.67 450,478 246 105,743 0% Jun-18 79,380 84,672 11,760 35,700 37,695 87,122 19,425 19,425 73,104 7,350 7,350 165,065 8,343 8,343 176,073 360,593 197 249,207 1.58 433,697 236 0% May-18 75,600 54,000 22,625 23,875 74,833 11,893 11,893 22,093 7,000 7,000 165,065 8,343 8,343 153,945 338,465 185 7,500 183,600 1.36 360,558 197 0% Apr-18 70,200 27,000 11,313 11,938 62,417 6,500 6,500 165,065 8,343 8,343 149,717 310,590 169 3,750 124,200 1.13 8,325 8,325 297,590 162 (13,000) 0% 165,065 Mar-18 157,108 313,913 114,480 57,590 286,978 (26,935) 6,000 6,000 171 64,800 24,840 3,450 10,408 10,983 1.05 7,433 7,433 156 0% 283 148 Page 4 of 6 Page 4 0.53 0.53 5,350 5,350 3,000 3,000 9,050 9,550 5,946 5,946 Feb-18 165,065 234,056 234,056 376,197 518,280 57,780 21,600 100,980 28,892 271,991 (246,289) 0% 98,820 Jan-18 55,620 21,600 28,058 5,150 5,150 144,000 128,832 261,812 164 3,000 9,050 9,550 0.58 5,946 5,946 248,766 155 (13,046) 0% 183 2,053,536 1,198,900 1,009,350 2,303,695 100,064 100,064 2017 TOTAL 32,400 32,400 907,036 345,960 426,240 59,200 178,800 188,700 308,948 96,795 96,795 1,440 250,159 0% 159 155 5,100 5,100 5,946 0.58 0.58 3,000 3,000 9,050 9,550 5,946 Dec-17 144,000 98,280 125,202 125,202 254,309 55,080 21,600 27,850 248,226 (6,083) Sponsorship Services Sponsorship any) Other (if & Monthly Fees Annual Member Casual (Day) Member Fees Pay-By-Trip Fees Overage Other Other, marketing Other, TOTAL COSTSSUB DIRECT MANAGEMENT/OVERHEAD/PROFIT ( ______%) COSTS OPERATIONS TOTAL TOTAL OPERATIONS MONTH COST BIKE PER USER REVENUE TOTALSUB REVENUE USER Total Trips Trips per bike per day HELMETS Helmet rentals Helmet sales TOTALSUB HELMET REVENUE TOTALSUB SPONSORSHIP (less any commissions) TOTAL OTHER TOTAL REVENUE TOTAL REVENUE MONTH BIKE PER PROFIT/LOSS SDOT Share (40%) month total) bike per (1000-1999 bikes cost/fee Operations month total) bike per (2000-2499 bikes cost/fee Operations total) month bike bikes per (2500+ cost/fee Operations station) (per fee Launch move Station Reconfiguration Station truck rebalancing Additional trailer bike rebalacing Additional (Additional) Siting Permitting and Station levels service Premium rebalancing Other F1 F2 K1 K2 G3 G4 G5 H1 H2 G1 G2 G3 H1 H2 H3 H4 H5 H6 H8 G1 G2 H7 D14 D15 D13c Note: No economies of scale given additional operating costs from expanding with only e-bike with expanding from costs operating additional given scale of No economies Note: I J L F E K D G H REVENUE PROFIT/LOSS PROPOSED OPERATING FEE UNIT PREMIUM SERVICES Financial Questions: Operations

Microsoft Corporate Headquarters page Bike Share System Proposal 20 705 1,500 75,533 49,477 79,173 28,183 15,657 39,143 266,353 144,108 114,298 440,502 520,974 195,325 297,871 106,469 2026 2,825,303

265,639 265,639 895,596 313,584 343,347 270,227 259,642 282,778 94,289 365,841 151,083 649 1,500 71,454 46,804 76,867 27,362 15,201 38,003 258,595 139,910 110,969 416,711 492,837 189,636 281,783 103,368 2025 2,712,182

252,829 252,829 869,511 304,450 324,803 255,632 245,619 274,541 91,543 346,082 142,924 595 1,500 67,636 44,304 74,628 26,565 14,758 36,896 251,063 135,835 107,737 394,446 466,504 184,113 266,727 100,358 2024 2,604,698

241,371 241,371 844,185 295,583 307,449 241,974 232,495 266,545 88,876 327,591 135,287 544 1,500 97,435 64,056 41,959 72,455 25,792 14,329 35,822 243,750 131,879 104,599 373,570 441,814 178,750 252,610 2023 2,502,427

231,083 231,083 819,597 286,974 291,177 229,167 220,190 258,782 86,288 310,253 128,127 494 Page 5 of 6 Page 5 1,500 94,597 60,694 39,757 70,344 25,040 13,911 34,778 236,651 128,038 101,552 353,963 418,626 173,544 239,353 2022 2,404,998

221,863 221,863 795,726 278,615 275,895 217,140 208,634 251,244 83,774 293,970 121,402 447 1,500 98,595 91,842 57,532 37,685 68,295 24,311 13,506 33,765 229,758 124,309 335,520 396,814 168,489 226,881 2021 2,312,071

212,907 212,907 772,549 270,500 261,520 205,826 197,763 243,926 81,334 278,653 115,077 402 1,500 95,723 89,167 54,557 35,736 66,306 23,603 13,113 32,782 223,066 120,688 318,170 376,294 163,582 215,149 2020 2,223,414

212,909 212,909 750,048 262,622 247,996 195,182 187,536 236,822 78,965 264,243 109,126 357 1,500

92,935 86,569 51,706 33,869 64,375 22,915 12,731 31,827 76,665 76,665 216,569 117,173 301,546 356,633 158,817 203,907

106,374 2019

728,202 728,202 254,972 235,038 184,984 177,738 229,924 250,436 2,137,960 103,424 1.03 Conventional Bikes-----> Conventional E-bikes-----> Non-local Staff Non-local (GM & Ops) Managers Local Rebalancing Local Mechanics Bike Local tech) swaps, battery checks, (bike Technicians Bike Local Marketing/Sales Local Service Admin/Customer Local & Distribution) (Cleaning Helmet Services Other - Equipment Purchase Existingdisposal removal and equipment setup Office/warehouse Installation Station Production Branding and Collateral Marketing, and Permitting Planning Site Initial Other Admin/Workroom/Storage Office etc maintenance, fuel, Vehicle, communications phone, Utilities, & tools supplies parts, Spare Comp) Workers Auto, Equipment, (Liability, Insurance member fulfillment) (includes Service Customer fee Service a as Software Maintenance Website Management, IT Gateway, Payment Fees Card Credit Helmet Services Service) Equity Programming (Required Equity Programming Service) (Premium Sales and Corporate Relations Public Marketing, LABOR (includes salary, wages, benefits, taxes, etc) taxes, benefits, wages, salary, LABOR (includes TOTALSUB LABOR ONE-TIME LAUNCH/TRANSITION COSTS TOTAL LAUNCH/TRANSITION FEE TOTALANDSUB SITING PLANNING (FOR LAUNCH) COSTS DIRECT Replacement helmets supplies) cleaning stickers, (bags, helmets Other, printing) stickers, maps, (including Collateral Promotions B1 B2 B3 B4 B5 B6 B7 A1 A2 A3 A4 A5 A6 A7 A8 D1 D2 D3 D4 D5 D6 D7 D8 D9 D11 D12 D10a D13a D10b D13b C B A EXPENSES Cost of e-bike (v5.0) all in per in bike per all (v5.0) e-bike of Cost Inflation equipment existing of Sale Date Launch Financial Template - Flow Operations Financial Cash Assumptions Model Financial 10-Year Financial Questions: Operations

Microsoft Corporate Headquarters page Bike Share System Proposal 21 0% 206 2.0 52,843 2026 56,518.99 2,381,753 2,633,511 5,458,814 1,737,184 3,555,383 1,618,088 6,158,837 280,009 280,009 13,404 13,404 908,732 126,213 381,083 402,172 221,700 221,700 2,793 700,023 0% 203 2.0 51,304 2025 53,793.33 2,320,713 2,517,523 5,229,705 1,643,362 3,363,363 1,530,698 5,893,803 265,639 265,639 12,680 12,680 859,653 119,396 360,501 380,451 209,727 209,727 2,743 664,098 0% 199 1.9 49,810 2024 51,355.44 2,262,616 2,408,023 5,012,720 1,555,555 3,183,655 1,448,911 5,644,792 252,829 252,829 12,003 12,003 813,720 113,017 341,239 360,123 198,521 198,521 2,694 632,072 0% 196 1.8 48,359 2023 49,166.55 2,207,152 2,304,471 4,806,899 1,473,227 3,015,159 1,372,227 5,410,325 241,371 241,371 11,367 11,367 770,654 107,035 323,179 341,064 188,014 188,014 2,647 603,426 0% 193 1.8 Page 6 of 6 Page 6 46,951 2022 47,204.89 2,154,052 2,206,407 4,611,404 1,395,907 2,856,913 1,300,207 5,189,111 231,083 231,083 10,771 10,771 730,207 101,418 306,218 323,163 178,146 178,146 2,602 577,707 0% 189 1.7 45,583 2021 45,299.29 2,103,071 2,113,261 4,425,332 1,323,174 2,708,055 1,232,461 4,979,990 221,863 221,863 10,210 10,210 692,160 96,133 290,262 306,325 168,864 168,864 2,557 554,657 0% 186 1.7 44,255 2020 45,299.76 2,054,148 2,026,616 4,250,030 1,254,751 2,568,017 1,168,729 4,782,297 212,907 212,907 9,682 9,682 656,368 91,162 275,252 290,485 160,132 160,132 2,514 532,267 0% 182 1.6 9,176 9,176 2,473 42,966 86,399 86,399 2019 22,632.71 22,632.71 2,005,224 212,909 212,909 1,920,596 1,920,596 4,058,556 1,189,190 622,073 260,871 275,307 2,433,839 1,107,663 151,765 151,765 4,590,829 532,272 Sponsorship Services Sponsorship any) Other (if & Monthly Fees Annual Member Casual (Day) Member Fees Pay-By-Trip Fees Overage Other Other, marketing Other, TOTAL COSTSSUB DIRECT MANAGEMENT/OVERHEAD/PROFIT ( ______%) COSTS OPERATIONS TOTAL TOTAL OPERATIONS MONTH COST BIKE PER USER REVENUE TOTALSUB REVENUE USER Total Trips Trips per bike per day HELMETS Helmet rentals Helmet sales TOTALSUB HELMET REVENUE TOTALSUB SPONSORSHIP (less any commissions) TOTAL OTHER TOTAL REVENUE TOTAL REVENUE MONTH BIKE PER PROFIT/LOSS SDOT Share (40%) month total) bike per (1000-1999 bikes cost/fee Operations month total) bike per (2000-2499 bikes cost/fee Operations total) month bike bikes per (2500+ cost/fee Operations station) (per fee Launch move Station Reconfiguration Station truck rebalancing Additional trailer bike rebalacing Additional (Additional) Siting Permitting and Station levels service Premium rebalancing Other F1 F2 K1 K2 G3 G4 G5 H1 H2 G1 G2 G3 H1 H2 H3 H4 H5 H6 H8 G1 G2 H7 D14 D15 D13c Note: No economies of scale given additional operating costs from expanding with only e-bike with expanding from costs operating additional given scale of No economies Note: I J L F E K D G H REVENUE PROFIT/LOSS PROPOSED OPERATING FEE UNIT PREMIUM SERVICES