CITY COUNCIL AGENDA REPORT MEETING DATE: February 3, 2021 ITEM #2 SUBJECT

CITY COUNCIL AGENDA REPORT MEETING DATE: February 3, 2021 ITEM #2 SUBJECT:

CONSIDERATION OF LEASE AGREEMENT WITH LEAF FOR THE RECREATION CENTER CARDIO EQUIPMENT

INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY: [ ] Council [X] Staff Paul Reyes, Recreation Manager Parks and Recreation [ ] Other

ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE The objective of this report is to provide information for Council’s consideration and approval of a five-year Lease Agreement with LEAF for the lease of new cardio equipment at the Recreation Center.

RECOMMENDED ACTION Staff respectfully recommends that the City Council: 1) Approve the Lease Agreement with LEAF for new cardio equipment at the Recreation Center in an amount not to exceed $200,000 or $40,000 annually for a five-year period beginning February 2021 through February 2026; and 2) Authorize the City Manager, or designee, to execute the Lease Agreement.

BACKGROUND The Recreation Center opened in January 2009 as part of a joint use facility with Washington Unified School District and River City High School. The Recreation Center offers cardio fitness, aquatics, tennis courts, a gymnasium, rock wall, childcare, group exercise and community room rentals and serves approximately 133,000 passholders annually.

In July 2019, as part of the Parks, Recreation and Open Space Master Plan update, PROS Consulting completed a Recreation Center Business Plan Update. Included in the Business Plan Update was a high priority recommendation to lease new cardio equipment as most of the equipment in the Recreation Center had not been replaced since it was purchased prior to the Center opening. The advantages of leasing cardio equipment include the ability to offer newer and more advanced cardio equipment at a set annual price with no large upfront costs; significantly reduced maintenance and repair costs as the equipment is covered under a warranty; and the equipment vendor is responsible for repairing or replacing damaged equipment during the term of the lease.

On November 18, 2020, the City Council approved the mid-term adjustments to the fiscal year 2020-21 Operations & Maintenance and CIP Budgets. The updated Operations and Maintenance budget included an appropriation for the annual cost of leasing new cardio equipment for the Recreation Center.

ANALYSIS In April 2020, the Parks and Recreation Department issued a Request for Proposals for Recreation Center Cardio Equipment Lease. On May 8, 2020, the City received six proposals. While cost was a major factor in the selection of a vendor, the quality of equipment, its design, durability, upgrades, technology, warranties, unique features, and product support were also highly considered. Parks staff conducted site visits for the three highest ranked vendors to view and test the equipment included in the proposals. After evaluating the proposals received and visiting all three vendor sites, Opti Fit Fitness Solutions was determined to be the preferred vendor for providing cardio equipment for the Recreation Center. Additionally, Opti Fit Fitness Solutions has provided equipment for the Recreation Center in the past and the equipment, warranties and customer service has been satisfactory. The following summarizes the top ranked proposals received:

Vendor Bid Principal Proposal Advance Exercise $132,949.85 Opti Fit Fitness Solutions $143,600.13 Technogym $204,323.12 Lease Options Opti Fit Fitness Solutions included proposed lease terms provided by LEAF. As part of the City’s evaluation process, Parks staff requested assistance from the City’s Finance and Technology Department to evaluate other potential lease options to ensure the City was receiving the best terms. Based on this analysis, it was determined Recreation Center Cardio Equipment Lease February 3, 2021 Page 2 that LEAF was offering the lowest interest rate and annual cost. The following summarizes the lease terms provided:

Term Interest Leasing Company Principal (Years) Rate Notes LEAF $143,600.13 5 5.350% The Bancorp $143,600.13 5 6.500% Sparta only offers 4-year financing for Sparta Commercial $143,600.13 N/A N/A cardio equipment

Environmental Considerations The lease for replacement of existing equipment is not a project that is subject to CEQA because it is not an activity that may cause either a direct or reasonably foreseeable indirect physical change in the environment. (Pub. Resources Code, § 21065; CEQA Guidelines §§ 15060(c), 15378(a).)

Commission Recommendation On August 6, 2019, Parks staff presented the Recreation Center Business Plan Update to the Parks, Recreation and Intergenerational Services Commission. The presentation included an overview of recommended actions, including the high priority recommendation to lease new cardio equipment. Feedback provided by the Commission was positive and the Commission supported all recommendations in the Plan.

Strategic Plan Integration Council’s approval of the Lease Agreement with LEAF for new cardio equipment at the Recreation Center aligns with the 2019 Strategic Plan Management Agenda High Priority item: “Parks, Recreation and Open Space Master Plan Implementation” and also supports the City’s vision and goal for “West Sacramento: Preferred Place to Live, Work, Learn and Play.”

Alternatives Alternatives to the recommended action include:

1. Council could choose not to approve the Lease Agreement with LEAF; or 2. Council could recommend revisions to the Lease Agreement with LEAF.

These alternatives are not recommended as the Recreation Center Business Plan identified the need to replace the cardio equipment as a high priority item, given the age of the equipment. Moving forward with the lease will allow new equipment to be installed as COVID restrictions lessen and Recreation Center passholders can return to indoor activities at the Center. Additionally, the analysis completed by staff indicates that Opti Fit Solutions equipment and the LEAF lease terms offer the best value to the City for replacing the cardio equipment.

Coordination and Review This report was prepared in coordination with the City’s Finance and Technology Department, City Attorney’s Office and City Manager’s Office.

Budget/Cost Impact On November 18, 2020, Council approved the mid-term adjustments to the fiscal year 2020-21 Operations & Maintenance and CIP Budgets which included funding the cardio equipment lease at a cost not to exceed $40,000 annually. The Lease Agreement with LEAF is estimated to be $30,271 for the first year and $29,621 per year for the remaining four years, not including taxes. Taxes are estimated to be no more than $2,500 per year, resulting in annual lease payments that are less than the budgeted amount approved by Council.

ATTACHMENTS 1. Lease Agreement with LEAF 2. Opti Fit Solutions Proposal

Attachment 1

2005 Market Street · 14th Floor · Philadelphia, PA 19103 · Phone: 8008195556 · Fax: 2155538584

Date: January 21, 2021

Melanie Lo City Of West Sacramento 1110 West Capitol Avenue, 3Rd Floor West Sacramento, CA 95691

App # 630603

Dear City Of West Sacramento,

Thank you for choosing LEAF Capital Funding, LLC for your financing needs! Enclosed you will find all the necessary documents required to complete your transaction. The terms of your contract are as follows:

Contract Term: 60 months Payment Amount: $29,488.19 (plus any applicable taxes)

Please have an authorized officer, member or proprietor/owner based on legal structure, sign all the documents where indicated and return them to my attention at the above address via overnight mail. All documents should be completed in their entirety and include a signature, a printed name, the signer's title, and the date of execution.

Please use the checklist below to verify that all the required documents are included as indicated:

REQUIRED (X) X Contract (please execute where designated and initial any pages where indicated) _____Schedule A X Delivery & Acceptance Certificate or Pay Proceeds/Authorization to Disburse X Photocopy of Drivers Licenses for all signors X Check Made payable to LEAF Capital Funding, LLC in the amount of $30,138.19. (MUST BE A COMPANY CHECK NO STARTER CHECKS) _____ACH Form X Fiscal Funding Addendum X Opinion of Counsel

Apply your DocuSign signature where indicated. The completed documents will be automatically sent to our Operations department.

Please feel free to contact me at with any questions! Thank you,

Ley Ung LEAF Capital Funding, LLC

S05 4182014 App=630603 LEASE AGREEMENT 2005 Market Street, 14th Floor, Philadelphia, PA 19103 Phone: 8008195556, Fax: 2155538584 LESSEE LEGAL NAME: Telephone No: City Of West Sacramento 9166174585 Billing Address: Equipment Location (if other than Billing Address): 1110 W Capitol Ave, Floor, West Sacramento, CA 956912717 1110 West Capitol Avenue, 3rd , Floor, West Sacramento, CA 95691 EQUIPMENT DESCRIPTION: (indicate quantity, new or used and include make, model, serial # and all attachments – see below and/or attached Schedule A) Unit Quantity Description of Equipment Leased Make and Type Model Number Serial Number * PLEASE REFER TO SCHEDULE A BASE TERM TOTAL NUMBER OF LEASE END OF LEASE PURCHASE OPTION (a) Advance Payment: $29,488.19 IN MONTHS PAYMENTS ____ Fair market value, plus taxes 60 ____ 10% of Equipment cost, plus taxes (b) Security Deposit: $0.00 5 @ $29,488.19 (plus taxes) X $1.00, plus taxes (FMV unless another option is selected. You may not exercise a purchase option if (c) Documentation Fee: $650.00 you are in default. If you exercise a purchase option we will convey all of our right, title and interest in such Equipment to you on an ASIS WHERE IS without Total due a + b + c =: $30,138.19 warranty.) **If more than one lease payment is required as an Advance Payment, the balance will be applied to lease payments in inverse order, starting with the last lease payment. Your obligation to pay all amounts and perform all other obligations is noncancellable, absolute, unconditional and not subject to abatement, setoff or defense. In this agreement (“Lease”), “we,” “our,” and “us” refers to LEAF Capital Funding, LLC as our interests (and only our interests). If we obtain such insurance, you will pay us an Lessor and “you” and “your” refer to the Lessee. You agree to lease the Equipment upon the additional amount for the cost of it and an administrative fee, the cost of which may be more following terms and conditions: than the cost to obtain your own insurance and on which we may make a profit. 1. LEASE PAYMENTS AND TERM: The Lease is enforceable on you upon your 8. OWNERSHIP AND TAXES: We own the Equipment (excluding licensed software). If execution. The term of the Lease shall commence on the date the Equipment is delivered to you you are deemed to own it, you grant us a security interest in the Equipment. You authorize us (“Lease Commencement Date”). The first Lease Payment shall be due on the date we specify in to file UCC financing statements to confirm our interest. You will pay, when due, all taxes, the month following the Lease Commencement Date as set forth in our invoice, and the fines and penalties relating to the purchase, use, leasing and/or ownership of the Equipment. If remaining Lease Payments will be due on the same day of each subsequent month (each, a we pay any taxes, (including property tax), fees or penalties on your behalf, you will pay us “Payment Date”) until paid in full. The Base Term shall commence on the date one month prior the amount we paid plus an administrative fee. You agree to pay us the documentation fee to the first Payment Date. We may charge you a portion of one Lease Payment for the period specified above or if not so specified, the greater of either $125 or 0.5% of the Equipment from the Lease Commencement Date until the first day of the Base Term (“Interim Rent”). The cost. If we require an Equipment site inspection, or you request administrative services, you Interim Rent shall be due as invoiced. We may adjust the Lease Payments up to 15% if the agree to reimburse our costs. actual costs are different than the estimate used to calculate the Lease Payments. 9. DEFAULT: If you or any guarantor do not pay us any amount within ten (10) days of its 2. DELIVERY, ACCEPTANCE, USE AND REPAIR: You are responsible for Equipment due date, or breach any terms of this Lease, any guaranty or any license relating to the delivery and installation. You unconditionally accept the Equipment upon the earlier of (a) your Equipment, you will be in default. If you default, we may require you to do any combination oral or written acceptance of the Equipment, or (b) 10 days after delivery of the Equipment. of the following: (a) immediately pay all amounts then due, plus the present value of the You authorize us to fill in the Lease Commencement Date, serial numbers and other remaining Lease Payments, Interim Rent and residual value of the Equipment, as determined information. You will not move the Equipment from the above location without our by us, discounted at an annual rate of 3%; (b) return all of the Equipment; (c) allow us to written consent and are responsible for maintaining the Equipment in good repair. We are repossess the Equipment; or (d) use any and all remedies available to us under applicable not responsible for Equipment or vendor failures. law. If you default, you agree to pay the cost of repossession and our attorney’s fees and 3. INDEMNIFICATION: You agree to indemnify, defend and hold us harmless from and costs. In addition to all other charges and as reimbursement for expenses incurred and not as a against any losses, damages, penalties, claims and suits, including attorneys’ fees and expenses penalty, we may require you to reimburse us for the phone calls, letters, and any additional related to the ordering, manufacture, installation, ownership, condition, use, lease, possession, expense incurred in the collection or servicing of this Lease for you. If we take possession of delivery or return of Equipment. the Equipment, we may sell or otherwise dispose of it with or without notice, at a public or 4. LEASE EXPIRATION, RENEWAL: Unless you notify us at least 90 days prior to the private sale, and apply the net proceeds (after we have deducted all costs related to the sale or expiration of the Lease of your election to return or purchase the Equipment, this Lease disposition of the Equipment) to the amounts that you owe us. You agree that if notice of sale will renew on a monthtomonth basis at the same monthly Lease Payment until you is required by law, 10 days’ notice shall constitute reasonable notice. You remain responsible either exercise the purchase option or provide us with at least 90 days notice and return for any amounts that are due after we have applied such net proceeds. We may apply any the Equipment. If you return the Equipment, (i) it must be to the location we designate and security deposits to your obligations and if you do not default, the balance will be refunded you are responsible for all return costs and we may charge a Restocking Fee equal to one Lease without interest. Payment, and (ii) you must securely remove all data from any and all disk drives or magnetic 10. ASSIGNMENT: You have no right to sell or assign the Equipment or Lease. We may media prior to returning the Equipment (and you are solely responsible for selecting an sell or assign our rights in the Lease and/or Equipment and the new owner will have all our appropriate removal standard that meets your business needs and complies with applicable rights but will not be subject to any claim or defense you have against us. laws). You will pay us for any loss in value resulting from failure to maintain the Equipment in 11. ARTICLE 2A: You agree this Lease is a “finance lease” as defined in Article 2A of the accordance with this Lease or for damages incurred in shipping and handling. If you exercise a Uniform Commercial Code. You waive all rights and remedies conferred upon a lessee by purchase option we will convey all of our interest in such Equipment to you on an ASIS Article 2A (508522) of the UCC. You have received a copy of the Supply Contract or been WHERE IS basis without representation or warranty. informed of the identity of the Supplier and you may have rights under the Supply Contract 5. LATE FEES AND CHARGES: If any amount is not paid within three (3) days of when and may contact the Supplier for a description of those rights. due, you agree to pay us a late charge equal to the lesser of 10% of the amount past due or the 12. CREDIT INFORMATION: You authorize us or any of our affiliates to obtain credit maximum legal amount. Amounts which are not paid within 30 days of when due shall accrue bureau reports, and make other credit inquiries that we deem necessary. interest at 1.5% per month (or if less, the maximum legal rate) until paid. You agree to pay $25 13. CHOICE OF LAW: THIS LEASE WILL BE GOVERNED BY PENNSYLVANIA for each pay by phone and $35 for each returned payment. LAW. YOU CONSENT TO JURISDICTION IN THE STATE OR FEDERAL COURTS 6. NO WARRANTY: We do not manufacture the Equipment and you have selected the IN PENNSYLVANIA AND WAIVE ANY RIGHT TO A TRIAL BY JURY. Equipment and the supplier. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES, 14. MISCELLANEOUS: This Lease is the parties’ entire agreement and can be amended INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PURPOSE AND only in writing signed by both parties. This Lease may be executed in counterparts (manually ARE NOT RESPONSIBLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. or by electronic means) and, when transmitted to us shall be binding upon you for all 7. INSURANCE, RISK OF LOSS: You bear all risk of loss or damage to the Equipment from purposes. This Lease is not binding on us until we sign it. You agree not to raise as a defense its order until it is returned in the required condition or purchased by you (“Risk to the enforcement of this Lease that it was executed or transmitted to us by electronic means. Period”). During the Risk Period you will maintain property and liability insurance on the You will use the Equipment only for business purposes and not for personal, family or Equipment acceptable to us, naming us loss payee and additional insured. If you do not provide household use. The USA PATRIOT Act requires us to obtain, verify, and record information us with proof of such insurance, we may secure insurance on the Equipment to cover that identifies you thus we ask for your name, address and other information or documents that substantiate your identity. ACCEPTED BY LESSEE: City Of West Sacramento Print Name:\n1\ Title:\t1\ X\s1\ EMail Address:\e1\ Date:\d1\ Lessee Authorized Signature Tax ID Number:\tid1\ PERSONAL GUARANTY: Undersigned guarantees that Lessee will make all payments and perform all other obligations under the Lease when due. Undersigned agrees that this is a guaranty of payment and not of collection, and that we can proceed directly against undersigned without first proceeding against Lessee or the Equipment. Undersigned also waives all suretyship defenses and notification if the Lessee is in default and consents to any extensions or modifications granted to Lessee. Undersigned will pay us all expenses (including attorneys’ fees) we incur in enforcing our rights against undersigned or Lessee. If more than one person signs this guaranty, each agrees that his/her liability is joint and several. Undersigned authorizes us and our affiliates to obtain credit bureau reports and make inquiries regarding undersigned’s personal credit. You consent to jurisdiction in the State or Federal courts in Pennsylvania and expressly waive any right to a trial by jury.

SIGNED X . Print Name:. EMail Address:. Accepted by: LEAF Capital Funding, LLC By: Title: Date: LEASE01 272019 App=630603 SCHEDULE A TO LEASE AGREEMENT (EQUIPMENT DESCRIPTION)

Lease Application No.: 630603

Location: 1110 West Capitol Avenue, 3rd , Floor, West Sacramento, CA 95691 Please Refer to OptiFit Fitness Solutions Quote No. 014035R0

LESSEE: City Of West Sacramento LEAF CAPITAL FUNDING, LLC

BY: \s1\ BY:

PRINT NAME: \n1\ PRINT NAME:

TITLE: \t1\ TITLE:

DATE: \d1\ DATE:

Page 1 of 1 LEASESCHEDA 8232012 App=630603 DELIVERY AND ACCEPTANCE CERTIFICATE

Date of Equipment Delivery:\cd1\______

Application No.: 630603

City Of West Sacramento (“Customer”) hereby certifies that all of the equipment, software and other property (collectively, “Equipment”) referred to in that certain Agreement related to the above referenced application number (the “Agreement”) by and between Customer and LEAF Capital Funding, LLC (“LEAF”) has been delivered to and been received by Customer at the location(s) set forth in the Agreement, that all installation or other work necessary prior to the use thereof has been completed, that the Equipment has been examined by the Customer and is in good operating order and condition and is in all respects satisfactory to Customer, and that the Equipment is accepted by the Customer for all purposes under the Agreement. Customer represents and warrants that the Date of Equipment Delivery set forth above and the Billing Address and the Equipment Location set forth in the Agreement are correct. By its execution and delivery of this Acceptance Certificate, Customer hereby reaffirms all of the representations, warranties and covenants contained in the Agreement as of the date hereof, and further represents and warrants to LEAF that no Event of Default, and no event or condition which with notice or the passage of time or both would constitute an Event of Default, has occurred and is continuing as of the date hereof. Customer further certifies to LEAF that Customer has selected the Equipment (and to the extent applicable, the vendor of the Equipment) and has received and approved the purchase order, purchase agreement or supply contract under which the Equipment will be acquired for all purposes of the Agreement.

ACCORDINGLY, CUSTOMER AUTHORIZES LEAF TO PURCHASE THE EQUIPMENT FROM THE APPLICABLE SUPPLIER(S).

DO NOT SIGN THIS DELIVERY AND ACCEPTANCE CERTIFICATE UNTIL YOU HAVE RECEIVED ALL OF THE EQUIPMENT.

CUSTOMER: City Of West Sacramento

By: \s1\

Print Name: \n1\

Title: \t1\

EMail Address: \e1\

Date: \d1\

THE ABOVE SIGNATORY AFFIRMS THAT HE/SHE IS A DULY AUTHORIZED CORPORATE OFFICER OR OFFICIAL, MEMBER, PARTNER OR PROPRIETOR OF THE ABOVE NAMED CUSTOMER.

Page 1 of 1 D&A01 3312014 App=630603 State and Local Government Addendum

Reference: Application No. 630603

This State and Local Government Addendum (this “Addendum”) is made part of the Agreement related to the above referenced application number (“Agreement”) between LEAF Capital Funding, LLC (“we” “us” and “ours”) and City Of West Sacramento (“you” and “your”). Capitalized terms used but not defined will have the meaning given to them in the Agreement. If there is any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum will control and prevail. The parties hereby agree as follows:

1. Funding Intent. You reasonably believe that funds can be obtained sufficient to make all Payments set forth in the Agreement and any other amounts owed during the term of the Agreement. You agree that your chief executive or administrative officer (or your administrative office that has the responsibility of preparing the budget submitted to your governing body, as applicable) will provide for funding for such payments in your annual budget request submitted to your governing body. You covenant that you will do all things lawfully within your power to obtain, maintain and properly request and pursue funds from which the Payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using your best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. If your governing body chooses not to appropriate funds for such payments, you agree that your governing body will evidence such nonappropriation by omitting funds for such payments due during the applicable fiscal period from the budget that it adopts. You and we agree that your obligation to make payments under the Agreement will be your current expense and will not be interpreted to be a debt in violation of applicable law or constitutional limitations or requirements. Nothing contained in the Agreement will be interpreted as a pledge of your general tax revenues, funds or moneys.

2. Nonappropriation of Funds. If (a) sufficient funds are not appropriated and budgeted by your governing body in any fiscal period for Payments set forth in the Agreement or any other amounts owed to us and (b) you have exhausted all funds legally available for such payments due under the Agreement (together, a “Non Appropriation Event”), then you will give us not less than ninety (90) days written notice (a “Termination Notice”) and the Agreement will terminate as of the last day of your fiscal period for which funds for such payments are available (“Termination Date”). Such termination is without any expense or penalty, except for the portions of such payments and those expenses associated with your return of the Equipment in accordance with the Agreement for which funds have been budgeted or appropriated or are otherwise legally available. You agree that, to the extent permitted by law, you will not terminate the Agreement if any funds are appropriated by you or to you for the acquisition or use of equipment or services performing functions similar to the Equipment during your fiscal period in which such termination would occur. You shall (i) on or before the Termination Date, return the Equipment in accordance with the return requirements set forth in the Agreement, (ii) provide in the Termination Notice a certification of a responsible official that a NonAppropriation Event has occurred, (iii) deliver to us, upon our request, an opinion of your counsel (addressed to us) verifying that the NonAppropriation Event as set forth in the Termination Notice has occurred, and (iv) pay us all sums payable to us under the Agreement up to and including the Termination Date. You acknowledge and agree that, in the event of the termination of the Agreement and the return of the Equipment as provided for herein, you shall have no interest whatsoever in the Equipment or proceeds thereof and we shall be entitled to retain for our own account the proceeds resulting from any disposition or re leasing of the Equipment along with any advance rentals, security deposits or other sums previously paid by you pursuant to the terms of the Agreement.

3. Authority and Authorization. You represent and agree that: (a) you are a state or a political subdivision or agency of a state; (b) the entering into and performance of the Agreement is authorized under your state laws and Constitution and does not violate or contradict any judgment, law, order, or regulation, or cause any default under any agreement to which you are party; (c) you have complied with all bidding requirements and, where necessary, have properly presented the Agreement for approval and adoption as a valid obligation on your part; and (d) you have sufficient appropriated funds or other moneys available to pay all amounts due under the Agreement for your current fiscal period. Upon our request, you agree to provide us with an opinion of counsel as to clauses (a) through (d) above, an incumbency certificate, and other documents that we request, with all such documents being in a form satisfactory to us.

Page 1 of 2 S13 10212016 App=630603 4. Government Use. You agree that (a) you will comply with all information reporting requirements of the Internal Revenue Code of 1986, as amended, including but not limited to the execution and delivery to us of information statements requested by us, and (b) the use of the Equipment is essential for your proper, efficient and economic operation, you will be the only entity to use the Equipment during the term of the Agreement and you will use the Equipment only for your governmental purposes. Upon our request you will provide us with an essential use letter in a form satisfactory to us as to clause (b) above.

5. Insurance. You agree to provide and maintain at your own expense (a) property insurance against the loss, theft, destruction of, or damage to, the Equipment for its full replacement value, naming us as loss payee, and (b) public liability and third party property insurance, naming us as an additional insured. You will give us certificates or other evidence of such insurance on the Equipment at such times as we request. All insurance obtained from a third party insurer will be in a form, amount and with companies acceptable to us, and will provide that we will be given 30 days' advance notice of any cancellation or material change of such insurance. If you do not provide us with proof of such insurance, we may secure insurance on the Equipment to cover our interests (and only our interests). If we obtain such insurance, you will pay us an additional amount for the cost of such insurance and an administrative fee, the cost of which may be more than the cost to obtain your own insurance and on which we may make a profit.

6. Indemnification. With respect to any claims, actions, or suits that are made against us as a result of your actions, omissions, negligence or willful misconduct (“Claims”), to the extent permitted by law, you agree to reimburse us for, and if we request, defend us against, any such Claims.

7. Choice of Law. Regardless of any conflicting provision in the Agreement, THE AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH YOU ARE LOCATED.

8. This Addendum supplements and amends the Agreement only to the extent and in the manner set forth, and in all other respects, the Agreement will remain in full force and effect.

IN WITNESS WHEREOF the parties hereto, by their authorized signatories, have executed this Addendum at the date set forth below their respective signatures.

CUSTOMER: City Of West Sacramento LEAF CAPITAL FUNDING, LLC

By:\s1\ By: Print Print Name:\n1\ Name:

Title:\t1\ Title:

Date:\d1\ Date:

Page 2 of 2 S13 10212016 App=630603 OPINION OF LEGAL COUNSEL [This form is not to be executed but is to be pasted on the letterhead of Internal Legal Counsel.]

To: LEAF Capital Funding, LLC One Commerce Square 2005 Market Street, 14th Floor Philadelphia, PA 19103

Re: Lease Agreement dated January 21, 2021 (the “Agreement”) by and between LEAF Capital Funding, LLC (“LEAF”) and City Of West Sacramento (“Customer”)

Ladies and Gentlemen:

I am Legal Counsel for Customer and I am familiar with the abovereferenced Agreement by and between LEAF and Customer. Capitalized terms that are not defined herein shall have the meanings given to such terms in the Agreement. Based upon my examination of the Agreement and such other documents, records and papers as I deem to be relevant and necessary as the basis for my opinion set forth below, it is my opinion that:

1. The Customer is a State or a political subdivision thereof, as those terms are used in Section 103 of the Internal Revenue Code of 1986, as amended, and is authorized by the applicable Constitution and laws to enter into the Agreement and related documents and to carry out Customer’s obligations thereunder. Customer has obtained all consents and approvals of other governmental authorities or agencies which may be required for the execution, delivery and performance by Customer of the Agreement and related documents and no further approval, consent or withholding of objections is required from any Federal, state or local governmental authority with respect to the entering into or the performance by the Customer of the Agreement and the transaction(s) contemplated thereby.

2. The Agreement constitutes a legal, valid and binding obligation of Customer enforceable in accordance with its terms and does not violate or create a default under any instrument or agreement binding on Customer. The foregoing includes, but is not limited to, the absolute, unconditional, non cancelable obligation of the Customer to make all required payments due pursuant to the Agreement, other than in an instance of nonappropriation as set forth in the Agreement.

3. There are no pending or threatened actions or proceedings before any court or administrative agency that could have a material adverse effect on Customer or the Agreement.

4. The entering into and performance of the Agreement is not contrary to, and does not violate, any judgment, order, law or regulation or constitute a default by Customer under any other agreement or instrument.

5. With respect to the Agreement, Customer has fully complied with all applicable law governing open meetings, public bidding and appropriations required in connection with the Agreement and the acquisition of the equipment, services and/or products described in the Agreement.

This opinion may be relied upon by LEAF, its successors and assigns.

Very truly yours,

By: ______

Title: ______

Date: ______

MSLG10 72314 App=630603 Photocopy of Driver's License for Signature Verification Purposes Only

Please include a copy of your valid driver's license including photo and signature (front & back may be required in certain states). If multiple driver's license copies are required, please make a duplicate of this page.

\dlx1\

Photocopy clear & legible driver's license here

The undersigned hereby certifies, represents and warrants that the undersigned individual is the same individual whose name and signature appears on the above driver's license. The undersigned acknowledges that LEAF Capital Funding, LLC will rely upon this representation, along with other representations, in deciding to extend credit.

X\s1\______Signature of Person submitting Driver's License

A09 512008 App=630603 LEAF AUTOPAY PROGRAM (AUTHORIZATION TO DEBIT AND CREDIT ACCOUNT BY ACH) Customer Name: City Of West Sacramento

Application Number: 630603 In connection with the above referenced contract(s) (“Contract”), Customer(s) hereby authorize(s), LEAF Capital Funding, LLC AND/ OR ITS AGENTS, SUCCESSORS AND ASSIGNS (collectively, “Company”), to initiate ACH credit and/or debit entries, and if necessary, adjust any credit and/or debit entries made in error to the account described below (“Account”) at the financial institution named below (“Bank”). The authorization provided herein (this “Authorization”) is intended to encompass all amounts due and to become due under the above Contract, including current and past due periodic payments, miscellaneous charges, taxes and late charges. This Authorization shall not be limited or deemed waived, nor shall Company assume any liability, if for any reason Company delays debiting the Account for amounts due under the Contract. FOR ADMINISTRATIVE PURPOSES, ALL DEBIT AND CREDIT ENTRIES SHALL APPEAR ON THE ACCOUNT AS BEING INITIATED BY “LEASE SERVICES.”

BANK NAME:\bn1\ ABA/ROUTING NUMBER:\br#1\

BRANCH:\bb1\ ACCOUNT NAME:\ban1\

CITY:\bc1\

STATE:\bs1\______ZIP:\bz1\ ACCOUNT NUMBER:\ba#1\

(ATTACH A VOIDED CHECK ON THE ABOVE ACCOUNT)\vcx1\

Customer certifies that all information set forth above is true and correct. Customer agrees to give Company not less than twenty (20) days advance written notification of any termination or change in this Authorization, which shall remain in full force and effect until Company has received such written notification from Customer. Customer hereby acknowledges and agrees that the financial accommodations and periodic payments under the Contract have been agreed to by Company upon the condition that Company will be able to realize cost savings by administering the Contract using ACH debit and credit entries as authorized herein. If, for any reason, this Authorization is terminated or suspended or the Company is unable to administer the Contract by ACH debit and credit entries as authorized herein, Customer agrees that the periodic payments under the Contract may be increased by two percent (2%) until Company's ability to administer the Contract by ACH debit and credit entries as authorized herein has been restored to the reasonable satisfaction of Company.

Signature:X\s1\ Customer Billing Contact Information (if different from information on left): Print Name:\n1\

Title:\t1\ Name:\bln1\

Date:\d1\ Title:\blt1\

Phone Number:\p#1\ Phone Number:\blp1\

Email Address:\e1\ Email Address:\ble1\

THE PERSON SIGNING ABOVE AFFIRMS THAT HE/SHE IS A DULY AUTHORIZED CORPORATE OFFICER OR OFFICIAL, PARTNER OR PROPRIETOR OF THE ABOVE NAMED CUSTOMER.

MIS04 4172014 App=630603 PAYMENT FORM

DATE: ______

Contract Number: APP #:630603

Contract Name: City Of West Sacramento Contact Name: Melanie Lo Contact Phone:9166174585 Contact Email:

Address: 1110 West Capitol Avenue, 3Rd , Floor West Sacramento, CA 95691

Total Amount*: $30,138.19 (Plus applicable taxes)

* In the event the actual costs are different than the estimated amount used to calculate your payments, you authorize us to adjust the Total Amount set forth above, provided that your monthly lease payment does not increase in an amount greater than 15%.

Bank Account Name: \ban1\______

Bank Name: \bn1\______

ABA Number (9 digits): \br#1\______

Checking Account #: \ba#1\______

Email Address: \e1\______

Lessee Authorization: \s1\______(signature)

______Date to pull: Today Post dated:

*Your account will be debited under the name “Administration Services.”

Office Use Only:

Prepared by: ______Approval: ______Date: ______

MIS22 1212020 App=630603 Attachment 2

Planning Design Supply Service

A Passion for Fitness Excellence Opti-Fit Fitness Solutions is a full-service, commercial fitness company specializing in planning, design, supply, and service. With decades of industry experience, our dedication to providing comprehensive fitness solutions and customer service is unparalleled. Our goal always matches yours…a positive client experience!

Meeting the Diverse Needs of Clients Optimized Design for Your Facility Opti-Fit works with many types of clients on their custom, fitness facility needs. Professionally-rendered designs allow you to visualize the facility flow and client experience.

Multi-Family Housing Corporations Recreation Centers

High Schools Fire Departments Law Enforcement and Colleges

Health Clubs Athletic Performance Hospitality

Our Approach Project Evaluation Industry-Leading Partnerships It’s what sets us apart. A custom, consultative For each project, we carefully evaluate the We fulfill your personalized fitness experience approach leads to better results for your fitness needs of your target clientele and tailor unique by partnering with top-of-the-line brands, facility project. Our services include: solutions by considering: manufacturers, and service providers. As a • Consultation and walkthrough • Current fitness trends leader in the fitness solutions industry, our order volumes and long-term relationships • Custom layout and design • Aesthetics allow us to offer: • Leading-brand equipment, accessories, • Functionality • Innovative planning and flooring • Durability • Quality equipment • Professional delivery and installation • Ease-of-use • Competitive pricing • Service and preventative maintenance

Our Commitment Regardless of the size of your project or budget, we provide an optimal solution for your facility. From consultation to installation and service, the Opti-Fit team’s top priority is to exceed your expectations. Our business is your success! s2 s1

c10 c5 c9

EQUIPMENT LEGEND CARDIO c1. Matrix T5x Treadmill c2. Matrix T3x Treadmill c6 c3. Matrix T7xi Treadmill c1 c2 c4. Matrix Performace Plus Treadmill 51' 0" c5. SciFit Upper Body Ergometer c6. Matrix Ascent Trainer c7. Matrix Elliptical c8. Matrix ClimbMill c9. Matrix Recumbent Bike c10. Matrix CXP Group Cycle

STRENGTH - CIRCUIT s1. Flexability Anterior s2. Flexability Posterior c8 s3. Matrix Versa Ab Crunch c4 c5 s4. Matrix Medical Adjustable Hi / Low s5. Matrix Aura Functional Trainer

80' 3"

s3 28' 0"

39' 7"

City of West Sacramento NOTES: ELECTRICAL LEGEND SPACE MAIN FITNESS - 3122 sqft. 120V AC 20A 60Hz NEMA 5-20R Trine By 120V AC 15A 60Hz NEMA 5-15R BusinessDevelopment / Design COAXIAL RG6 TV OUTPUT .75Ohm 916-347-2822 RJ45 ETHERNET LAN. CAT6 or CAT5e [email protected] Date 04/29/20 EACH TREADMILL REQUIRES ITS OWNINDIVIDUAL BRANCH CIRCUIT WITH THE HOT, NEUTRAL, AND GROUND WIRES RUN TO THE ELECTRICAL PANEL. FOR ADDITIONAL REQUIREMENTS PLEASE REFERENCE THE MANF. SPECIFICATIONS SHEET. RECOMMENDED CEILING HEIGHT ABOVE Scale 3/32" = 1' THE TREADMILL AND ELLIPTICAL IS 90". Draw. No. 20-0172-01 THIS FLOOR PLAN IS PROVIDED FOR GENERAL VISUAL REFERENCE ONLY. OPTI-FIT MAKES NO REPRESENTATION OR WARRANTY THAT THE Revision 1 FLOOR PLAN COMPLIES WITH ANY APPLICABLE LAW, RULE OR REGULATION OR ANY INDUSTRY OR SAFETY STANDARD OR REQUIREMENT. IT IS THE OWNERS SOLE RESPONSIBITY TO INSURE THAT THE PLACEMENT OF EQUIPMENT, FURNITURE AND ASSOCIATED ITEMS IS SAFE AND Plan Fitness COMPLIES WITH ALL APPLICABLE LAWS, RULES, REGULATIONS AND STANDARDS, AND OPTI-FIT DISCLAIMS ALL RESPONSIBILITY WITH Design BU RESPECT THERETO. Our Brand Partner: Matrix Fitness

Matrix Fitness is the world’s premier – and fastest-growing – commercial fitness brand in the world. Their Mission is Clear: to produce equipment that stands out, rises above and sets new industry standards. While their rise has been quick, it has not been accidental. Matrix displays a culture that piques innovative thinking, applauds fresh ideas, and values creative problem solving. As a result, they have reestablished the design standard for which others now strive, and we’ve breathed new life into an industry where customers were offered the same tired products, year after year, by meeting customer needs like no one else can.

Leading clubs and fitness facilities around the world choose to partner with them because Matrix delivers. They show their strength in their top-notch quality: their belts last longer, their motors run more smoothly, and they deliver a total cost of ownership that’s among the lowest in the industry. Smart is about interfaces that are optimized for fitness environments, low weight stacks that don’t block sight lines, and incredible attention to detail on every touch point. With the best warranty in the fitness industry and over 450 products offered, Matrix stands out from the competition.

Matrix is the brand standard for the world's leading health club chains and hotels including Equinox, Golds Gym, Lifetime Fitness, Hyatt, Marriott and the Four Seasons.

Client Partners Matrix Frame Color Option: Matte Black Matrix Performance Treadmill

*Treadmill shown with TOUCHXL Display

FEATURES SPECIFICATIONS

For runners who demand intense performance and comfort in one, our Drive System 5.0 hp AC Dynamic Response Performance Treadmill exceeds expectations. Precision engineered and Drive System powerful, our durable components stand up to heavy use, high-intensity Speed Range 0.8–23 km/h / 0.5–15 mph workouts and performance training for years, and smart maintenance features make it easy to keep it ready for a steady stream of true Incline Range 0–18% (1,450-lb. thrust-elevation enthusiasts. motor) • Self-lubricating Ultimate Deck System with industrial-grade cushioning Running Surface Area 152 x 56 cm / 60” x 22” provides over 25,000 miles of proven performance. Running Surface Type Belt and deck • Large, conveniently placed speed and incline controls feature a unique Cushion System Ultimate Deck sealed design that improves durability and provides tactile feedback with Handlebar Design Continuous multi-grip design each adjustment Crossbar Controls Yes • Cast-aluminum endcaps, robust frame design and ultra-durable Contact & Telemetric HR Yes components stand up to heavy use and the busiest environments, keeping the treadmill looking and performing like new for years Step-on Height 24 cm / 9.5” • Cord-wrap cover provides easy access to power and data cables while Service Caster Optional keeping them neatly out of the way for a cleaner aesthetic Cast Aluminum End Caps Yes • Powerful 5.0 hp AC motor with Dynamic Response Drive System fine- Max User Weight 182 kg / 400 lbs. tunes response based on footfall pattern for a smooth, consistent, natural Ethernet Connectivity Yes workout Tread Sense Yes • Easily removable side rails, front roller assembly and an easy-to-open Assembled Dimensions 209 x 93 x 170 cm / motor cover streamline service and maintenance for technicians, 82” x 36” x 67” minimizing downtime. Power Requirements 20 A dedicated circuit required, • Continuous multi-grip handlebars offer members with countless hand- position options for quick and off movements during intense workouts. non-looped grounded Frame Colors Graphite (shown), Matte Black, and Iced Silver

Warranty: 7 years frame* (*Electronic items include: Console, Generator, Console Cables, Battery)/ Lifetime drive motor / 3 years parts / 3 years labor / 90 days wear items** (**Wear items include: Headphone Jack, USB Port, iPod Connector, Batteries. Belts, Straps. No Labor.) Matrix Consoles

GROUP TRAINING LED CONSOLE SPECS TOUCH XL CONSOLE TOUCH CONSOLE PREMIUM LED CONSOLE LED CONSOLE CONSOLE ANT+ Yes; heart rate Yes; heart rate No No No Analog TV NTSC, PAL, SECAM NTSC, PAL, SECAM Optional; attachable add‐on Optional; attachable add‐on Optional; attachable add‐on TV TV TV Auto Wake‐up Yes Yes No No No Bluetooth Yes; smartphones, Yes; smartphones, Yes; heart rate No No headphones, heart rate headphones, heart rate CSAFE Ready Yes Yes Yes Yes Yes Connects to Apple Watch Yes Yes Optional No No Digital TV ATSC 1.0, QAM‐B, ISDB‐T, ATSC 1.0, QAM‐B, ISDB‐T, Optional; attachable add‐on Optional; attachable add‐on Optional; attachable add‐on ISDB‐Tb, DVB‐C/C2/S/S2/T/T2 ISDB‐Tb, DVB‐C/C2/S/S2/T/T2 TV TV TV

Display 56 cm / 22” class capacitive 41 cm / 16” class capacitive 8,000‐pixel multi‐color LED Large number LED with Large number LED with touchscreen LCD touchscreen LCD message center message center Fan Yes Yes Yes No No IPTV Content: MPEG2/H262, Content: MPEG2/H262, No No No AVC/H264 Protocols: UDP, AVC/H264 Protocols: UDP, RTSP, HTTP, HTTPS RTSP, HTTP, HTTPS Languages English, German, French, English, German, French, English, German, French, English, German, French, English, German, French, Italian, Spanish, Dutch, Italian, Spanish, Dutch, Italian, Spanish, Dutch, Italian, Spanish, Dutch, Italian, Spanish, Dutch, Portuguese, Chinese‐S, Portuguese, Chinese‐S, Portuguese, Swedish, Finnish, Portuguese, Swedish, Finnish, Portuguese, Swedish, Finnish, Chinese‐T, Japanese, Korean, Chinese‐T, Japanese, Korean, Turkish, Danish, Polish Turkish, Danish, Polish Turkish, Danish, Polish Swedish, Finnish, Russian, Swedish, Finnish, Russian, Arabic, Turkish, Polish, Welsh, Arabic, Turkish, Polish, Welsh, Basque, Vietnamese, Somali, Basque, Vietnamese, Somali, Danish, Thai, Malay, Catalan Danish, Thai, Malay, Catalan

Made for iPhone®, iPad®, Yes Yes No No No iPod® Pro:Idiom Compatibility Optional; IPTV and coax Optional; IPTV and coax Optional; attachable add‐on Optional; attachable add‐on Optional; attachable add‐on Pro:Idiom TV (≠ IPTV) Pro:Idiom TV (≠ IPTV) Pro:Idiom TV (≠ IPTV) RFID Wireless Login Yes Yes Optional Optional Optional USB Port Yes; device charging, device Yes; device charging, device Yes; device charging, software Yes; device charging, software Yes; device charging, software media, software updates media, software updates updates updates updates WiFi Yes Yes Yes Optional; included with Asset Optional; included with Asset Management and Workout Management and Workout Tracking Network App Tracking Network App

Wireless Charging (Qi)YesYesNoNoNo Workouts Go, manual, Sprint 8*, Go, manual, Sprint 8*, Go, manual, Sprint 8*, Go, manual, interval training, Manual Landmarks*, Virtual Active, Landmarks*, Virtual Active, Landmarks*, target heart fat burn, rolling hills, target target heart rate, interval target heart rate, interval rate, interval training, fat heart rate, glute training*, training, fat burn, rolling hills, training, fat burn, rolling hills, burn, rolling hills, constant fitness tests constant watts*, glute constant watts*, glute watts*, glute training*, training*, goal training, training*, goal training, 5k/10k, fitness tests fitness tests, custom fitness tests, custom Matrix Endurance Series Treadmill

*Treadmill shown with TOUCHXL Display

FEATURES SPECIFICATIONS

Our Endurance Treadmill is ideal for heavy use in professional Drive System 4.2 hp AC Dynamic Response fitness facilities where space is at a premium and budgets need to Drive System stretch further. A precision-engineered drive system and deck Speed Range 0.8–20 km/h / 0.5–12 mph stand up to heavy daily use, and smart maintenance features Incline Range 0–15% (700-lb. thrust-elevation minimize downtime so members of all kinds can get a run just right for their goals. motor) • Self-lubricating Ultimate Deck System with industrial-grade Running Surface Area 152 x 56 cm / 60” x 22” cushioning provides over 25,000 miles of proven performance. Running Surface Type Belt and deck • 4.2 HP AC motor with Dynamic Response Drive System fine- Cushion System Ultimate Deck tunes response based on footfall pattern for a smooth, consistent Handlebar Design Molded ergo-grip design workout up to 20 km/h / 12 mph. Conveniently placed speed and Crossbar Controls Yes incline controls provide tactile feedback with each adjustment. Contact & Telemetric HR Yes • Easily removable side rails, front roller assembly and an easy-to- Step-on Height 23 cm / 9” open motor cover streamline service and maintenance for technicians, minimizing downtime. Service Caster No • Choose what kind of console technology you pair with your Cast Aluminum End Caps No equipment, providing experiences that span from beautifully Max User Weight 182 kg / 400 lbs. simple to digitally connected and rich with entertainment. You can Ethernet Connectivity Yes also access our most powerful Connected Solutions with WiFi- Tread Sense Yes enabled consoles, including Personal Trainer Portal, Workout Assembled Dimensions 213 x 87 x 163 cm / Tracking Network and Asset Management. 84” x 34” x 64” Power Requirements 20 A dedicated circuit required, non-looped grounded Frame Colors Graphite (shown), Matte Black, and Iced Silver Warranty: 7 years frame* (*Electronic items include: Console, Generator, Console Cables, Battery) / Lifetime drive motor / 3 years parts / 3 years labor / 90 days wear items** (**Wear items include: Headphone Jack, USB Port, iPod Connector, Batteries. Belts, Straps. No Labor.) Matrix Consoles

*Treadmill shown with TOUCHXL Display

FEATURES SPECIFICATIONS

*Treadmill shown with TOUCHXL Display

FEATURES SPECIFICATIONS

Our exceptional treadmill sets a new standard with a shock absorbing slat- Drive System 2.2 kW PMSM Synchronous belt and a high-efficiency drive that make even the most intense runs feel Response Drive System comfortable, solid and smooth, outlasting traditional treadmills in the most Speed Range 0.8–26 km/h / 0.5–16 mph intense environments. Despite this incredible evolution of technology, service and maintenance have never been easier. Incline Range 0–20% (1,650 lb. thrust-elevation • Continuous multi-grip handlebars offer members with countless hand- motor) position options for quick and and off movements during intense Running Surface Area 157 x 61 cm / 62" x 24“ workouts. Running Surface Type Slat belt • Large, conveniently placed speed and incline controls feature a unique Cushion System Pure Stride cushioning system sealed design that improves durability and provides tactile feedback with Handlebar Design Continuous multi-grip design each adjustment Crossbar Controls Yes • Cast-aluminum endcaps, robust frame design and ultra-durable Contact & Telemetric HR Yes components stand up to heavy use and the busiest environments, keeping the treadmill looking and performing like new for years Step-on Height 25 cm / 10.5” • Cord-wrap cover provides easy access to power and data cables while Service Caster Yes keeping them neatly out of the way for a cleaner aesthetic Cast Aluminum End Caps Yes • Our exclusive Pure Stride Cushioning System provides a solid, shock- Max User Weight 227 kg / 500 lbs. absorbing experience comparable to running on a premium-quality track Ethernet Connectivity Yes and lasts for up to 100,000 miles with minimal maintenance Tread Sense Yes • Easily removable side rails, a front-accessible component cover and built- Assembled Dimensions 232 x 93 x 171 cm / in casters streamline maintenance and service, keeping it ready for your 91" x 36.5" x 67“ most demanding members. Power Requirements 20-amp dedicated circuit required, • Our Synchronous Response Drive System offers 2.2 kW of high- efficiency performance for a higher top speed than industry-standard AC non-looped grounded motors while using less power to reduce operating costs. Frame Colors Graphite (shown), Matte Black, and • We knew slat-belt treadmills provided unique advantages for both owners Iced Silver and users, and that truth posed an interesting question: Why aren’t slat- belt treadmills more popular in traditional health clubs? To find an Warranty: 7 years frame* (*Electronic items include: Console, Generator, answer, we started where we always start — by doubting old conclusions Console Cables, Battery)/ Lifetime drive motor / 3 years parts / 3 years labor and gathering feedback from all the different people who interact with / 90 days wear items** (**Wear items include: Headphone Jack, USB Port, both traditional and slat-belt treadmills. iPod Connector, Batteries. Belts, Straps. No Labor.) Matrix Consoles

*Ascent Trainer shown with TOUCH Display

FEATURES SPECIFICATIONS

Offer full-body, low-impact intensity with an Ascent Trainer that Resistance System Brushless generator withstands heavy use for years. Patented suspension design, variable Minimum Watts 5 powered / 35 self-powered stride length and refined ergonomics keep workouts quiet, smooth and Minimum RPM 10 powered / 30 self-powered natural, even when incline is increased to target and tone different muscles. Includes water bottle holder and removable disk to streamline Stride Length 51–61 cm / 20–24" adjustable maintenance. Step-On Height 24 cm / 9.5” • Patented suspension design with constant rate of acceleration is Pedal Spacing 6.4 cm / 2.5” wheel- and track-free to reduce noise and friction while providing a Watt Range 5-650 watts smooth, consistent feel. Contact and Telemetric HR Yes • Ergo Form grips fit the shape of the hand, and contralateral Top-down Levelers Yes handlebar action mimics the body’s natural movements Max User Weight 182 kg / 400 lbs. • Rear entry with a low 24 cm / 9.5" step-on height offers easy Ethernet Connectivity Yes accessibility for virtually everyone Assembled Dimensions 178 x 74 x 174 cm / • Options for self-powered operation reduce energy costs and offer 70" x 29.2" x 68.5“ freedom of placement Power Requirements* Self-powered / • Variable stride length and adjustable incline provides an increased range of motion and a more natural experience to target different powered 100v–240v - 50/60Hz AC* muscle groups. (*power recommended for • Top-down levelers and a removable disk streamline service and connectivity features) maintenance to minimize downtime Frame Colors Graphite (shown), Matte Black, and • Large, conveniently placed speed and incline controls feature a Iced Silver unique sealed design that improves durability and provides tactile feedback with each adjustment Warranty: 7 years frame* (*Electronic items include: Console, • Reconceiving the elliptical introduced an entirely new way to work out Generator, Console Cables, Battery)/ 5 years JID Hybrid Generator / 3 by combining resistance and rise with the footpath. years parts / 3 years labor / 90 days wear items** (**Wear items include: Headphone Jack, USB Port, iPod Connector, Batteries. Belts, Straps. No Labor.) Matrix Consoles

GROUP TRAINING LED CONSOLE SPECS TOUCH CONSOLE PREMIUM LED CONSOLE LED CONSOLE CONSOLE ANT+ Yes; heart rate No No No Analog TV NTSC, PAL, SECAM Optional; attachable add‐on Optional; attachable add‐on Optional; attachable add‐on TV TV TV Auto Wake‐upYesNoNoNo Bluetooth Yes; smartphones, Yes; heart rate No No headphones, heart rate CSAFE Ready Yes Yes Yes Yes Connects to Apple Watch Yes Optional No No Digital TV ATSC 1.0, QAM‐B, ISDB‐T, Optional; attachable add‐on Optional; attachable add‐on Optional; attachable add‐on ISDB‐Tb, DVB‐C/C2/S/S2/T/T2 TV TV TV

Display 41 cm / 16” class capacitive 8,000‐pixel multi‐color LED Large number LED with Large number LED with touchscreen LCD message center message center Fan Yes Yes No No IPTV Content: MPEG2/H262, No No No AVC/H264 Protocols: UDP, RTSP, HTTP, HTTPS Languages English, German, French, English, German, French, English, German, French, English, German, French, Italian, Spanish, Dutch, Italian, Spanish, Dutch, Italian, Spanish, Dutch, Italian, Spanish, Dutch, Portuguese, Chinese‐S, Portuguese, Swedish, Finnish, Portuguese, Swedish, Finnish, Portuguese, Swedish, Finnish, Chinese‐T, Japanese, Korean, Turkish, Danish, Polish Turkish, Danish, Polish Turkish, Danish, Polish Swedish, Finnish, Russian, Arabic, Turkish, Polish, Welsh, Basque, Vietnamese, Somali, Danish, Thai, Malay, Catalan

Made for iPhone®, iPad®, YesNoNoNo iPod® Pro:Idiom Compatibility Optional; IPTV and coax Optional; attachable add‐on Optional; attachable add‐on Optional; attachable add‐on Pro:Idiom TV (≠ IPTV) Pro:Idiom TV (≠ IPTV) Pro:Idiom TV (≠ IPTV) RFID Wireless Login Yes Optional Optional Optional USB Port Yes; device charging, device Yes; device charging, software Yes; device charging, software Yes; device charging, software media, software updates updates updates updates WiFi Yes Yes Optional; included with Asset Optional; included with Asset Management and Workout Management and Workout Tracking Network App Tracking Network App

Wireless Charging (Qi) Yes No No No Workouts Go, manual, Sprint 8*, Go, manual, Sprint 8*, Go, manual, interval training, Manual Landmarks*, Virtual Active, Landmarks*, target heart fat burn, rolling hills, target target heart rate, interval rate, interval training, fat heart rate, glute training*, training, fat burn, rolling hills, burn, rolling hills, constant fitness tests constant watts*, glute watts*, glute training*, training*, goal training, 5k/10k, fitness tests fitness tests, custom Matrix Performance Elliptical

*Elliptical shown with TOUCH Display

FEATURES SPECIFICATIONS

The premium design of our durable Performance Elliptical offers a Resistance System Brushless generator dynamic exercise experience. Patented suspension design minimizes Minimum Watts 5 powered / 35 self-powered noise and friction to extend product life, while constant rate of Minimum RPM 10 powered / 30 self-powered acceleration and refined ergonomics make workouts ultra-smooth and comfortable. A removable disk streamlines service and maintenance, Stride Length 53.3 cm / 21” minimizing downtime. Step-On Height 24 cm / 9.5” • Ergo Form grips fit the shape of the hand, and contralateral Pedal Spacing 6.4 cm / 2.5” handlebar action mimics the body’s natural movements Watt Range 5-650 watts • Rear entry with a low 24 cm / 9.5" step-on height offers easy Contact and Telemetric HR Yes accessibility for virtually everyone Top-down Levelers Yes • Options for self-powered operation reduce energy costs and offer Max User Weight 182 kg / 400 lbs. freedom of placement Ethernet Connectivity Yes • 53 cm / 21" stride length, optimized pedal spacing, and oversized Assembled Dimensions 178 x 74 x 174 cm / pedals enhance comfort for users of all sizes 70" x 29.2" x 68.5“ • Patented suspension design with constant rate of acceleration is Power Requirements* Self-powered / wheel- and track-free to reduce noise and friction while providing a smooth, consistent feel. powered 100v–240v - 50/60Hz AC* • Top-down levelers and a removable disk streamline service and (*power recommended for maintenance to minimize downtime connectivity features) • Large, conveniently placed speed and incline controls feature a Frame Colors Graphite (shown), Matte Black, unique sealed design that improves durability and provides tactile And Iced Silver feedback with each adjustment. Warranty: 7 years frame* (*Electronic items include: Console, Generator, Console Cables, Battery) / 5 years JID Hybrid Generator / 3 years parts / 3 years labor / 90 days wear items** (**Wear items include: Headphone Jack, USB Port, iPod Connector, Batteries. Belts, Straps. No Labor.) Matrix Consoles

*Climbmill shown with TOUCHXL Display

FEATURES SPECIFICATIONS

Give members an exceptional climb with a premium ClimbMill Drive System Clutched ECB with motorcycle- engineered for unmatched security and durability. Control Zone stops grade, sealed drive chain and belt the stairs instantly if anything pushes against rotation, and robust Step Dimensions 25.4 x 46 x 20.3 cm / 10" x 18" x 8“ components withstand hard use. A range of refined design features makes every workout more comfortable and service quicker and easier Handlebar Design Perimeter than ever. Auto-Stop Function Yes – frame mounted IR • Ergo Form perimeter handlebars provide multiple comfortable, Control Zone Yes secure grips during use. Locking Staircase Yes • Step-up platform makes climbing workouts accessible to everyone. Top-down Levelers Yes • Control Drive and our exclusive Control Zone sensor provide two Contact and Telemetric HR Yes reliable methods for instantly stopping rotation, exceeding industry Step-on Height 25.4 cm / 10” standards for safety requirements. Service Caster Yes • Exclusive Sweat Management System tracks sweat away from the Minimum User Weight 45 kg / 99 lbs. user and critical components, collecting it in a tray and extending the Max User Weight 182 kg / 400 lbs. life of your ClimbMill. Ethernet Connectivity Yes • Motorcycle-grade drive chain and oil-free ECB modular system offers low-maintenance performance and quiet operation. Assembled Dimensions 138 x 85 x 212 cm / • Easy-access side panel, modular components and internal service 54.5" x 33.5" x 83.5“ light streamline maintenance, while rear-locking, leveling casters Power Requirements 100v–240v - 50/60Hz AC offer easy placement. Frame Colors Graphite (shown), Matte Black, • Large, conveniently placed speed and incline controls feature a and Iced Silver unique sealed design that improves durability and provides tactile feedback with each adjustment. Warranty: 7 years frame* (*Electronic items include: Console, Generator, Console Cables, Battery)/ 5 years JID Hybrid Generator / 3 years parts / 3 years labor / 90 days wear items** (**Wear items include: Headphone Jack, USB Port, iPod Connector, Batteries. Belts, Straps. No Labor.) Matrix Consoles

*Recumbent Cycle shown with TOUCH Display

FEATURES SPECIFICATIONS

Our ultra-durable, ergonomically refined Performance Recumbent Cycle Resistance System Brushless generator distributes weight and maximizes support for low-impact cardio. Designed Minimum Watts 4 powered / 10 self-powered for easy placement and accessibility for members of all kinds, the Minimum RPM 10 powered / 25 self-powered adjustable, ergonomically sculpted seat and back pad enhance comfort while a smart design minimizes service so it’s always ready to ride. Pedal Spacing 17.5 cm / 6.9” • An Ergo Form, recumbent seat design and oversized, self-balancing Seat Material Custom one-piece, molded seat pedals enhance the cycling experience to make even long rides back and bottom comfortable. Seat Adjustment Single-hand lever • Intuitive one-handed adjustments fine-tune seat position to users of Handlebar Design Seat side; front ergo bend different heights Crank Design Three piece with forged arms • Dual water bottle holders and accessory tray keep hydration and and integrated puller personal devices in reach Top-down Levelers Yes • Custom-molded handlebars are comfortably contoured to fit the hand Contact and Telemetric HR Yes • Top-down leveling, an integrated transport handle and a three-piece Rear-Lift Handle Yes crank with forged arms and integrated pullers streamline service and maintenance. Max User Weight 182 kg / 400 lbs. • Large, conveniently placed speed and incline controls feature a unique Ethernet Connectivity Yes sealed design that improves durability and provides tactile feedback with Assembled Dimensions 146.8 x 65.4 x 156.8 cm / each adjustment. 57.8” x 25.7” x 61.7” Power Requirements* Self-powered or 100v–240v – 50/60Hz AC* (*power recommended for connectivity features) Frame Colors Graphite (shown), Matte Black, and Iced Silver

Warranty: 7 years frame* (*Electronic items include: Console, Generator, Console Cables, Battery) / 5 years JID Hybrid Generator / 3 years parts / 3 years labor / 90 days wear items** (**Wear items include: Headphone Jack, USB Port, iPod Connector, Batteries. Belts, Straps. No Labor.) Matrix Consoles

FEATURES SPECIFICATIONS

• Ideal for precision tracking during workouts that target watts, heart Overall Dimensions 122.4 x 56 x 102.8 cm / rate, RPMs, distance or calories, providing personalized intensity 48.2" x 22.2" x 40.5“ and progress metrics Product Weight 57.6 kg / 127 lbs. • Intuitive touchscreen Target Training Display offers engaging Max User Weight 158.75 kg / 350 lbs. graphics and an LED color wrap that helps instructors and riders Drivetrain Flexonic belt gauge intensity (compatible with ANT+ and Bluetooth) Drivetrain Gear Ration 1:10 • A variety of programs including interval, pace, heart rate, goal- Power Measurement (Watt) Direct (flywheel hub) via torque based workouts and Sprint 8 give riders individual training options sensor (+/- 2% tolerance) • Narrow Q-factor optimizes ergonomics for a real outdoor riding Console Target Training capacitive feel touchscreen • Low-maintenance, well-protected rear flywheel design includes Workout Tracking Compatible Optional magnetic resistance for smooth, consistent adjustments and watt measurement within 2% accuracy Resistance System Magentic • Contoured resistance lever provides tactile feedback for quick Flywheel Rear, aluminum, evenly-weighed changes Adjustment Type Quick-touch levers • Intuitive adjustments customize the cycle to each user’s body Handlebar Adjustments Vertical & horizontal • Ergonomically sculpted seat relieves pressure on touchpoints Water Bottle Holder Dual, integrated on handlebar Telemetric HR Yes • Comfortable multi-position handlebars with an integrated water bottle holder simulate the different grips of real road racing WiFi Enabled Yes • Forged steel pedal cranks include quick-adjust straps Asset Management Compatible Optional Q Factor 155 mm / 6.1” • Quick-release access panels and easily removable pedal cranks simplify service Crank Type Forged steel 170 mm / 6.7” • Dial levelers make it easy to adjust the leveling foot after installation, maintenance or hard use without lifting the cycle Warranty: 5 years frame / 3 years mechanical† parts / 1 year electronics* / 1 year labor / 1 year wear items (*Electronic items • Dual-sided SPD and easy-fit strap include: Console, Generator, Console Cables, Battery; † Mechanical • 4 leveling feet with 2 rear easy-access dial levelers parts include: Seat Post, Pedals, Saddle Structure, Magnetic Break, • 2 transport wheels Flywheel, Cranks, Drive Belt, Handlebars AudioFetch – TV Audio to Smartphones

AUDIOFETCH EXPRESS CONNECTION OPTIONS The most flexible system available. Choose from 3 different connection options.

Hardwired to the facilities existing WiFi network. The Option 1 Fetch would plug into your WiFi network.

Connect to your facilities WiFi network without the need for a hardwired connection. Please send us the network name and password of the facility. We need the network Option 2 name and password that is given to members or guests of the facility. We can pre-program the unit prior to shipping or you can program onsite.

Use the WiFI built into the AudioFetch Express. Create Option3 your own separate TV to audio network using the WiFi built into the Fetch. Opti-Fit Preventative Maintenance

The following is a generalized list of Preventative Maintenance for each type of equipment specified below, for a comprehensive list of procedures consult your owner’s manual:

CROSS TRAINERS TREADMILLS Check all resistance components Check for proper stop switch function and Check electronic components emergency stop controls Inspect all bearings, bolts and miscellaneous hardware Test and clean lubrication system if applicable Clean rails and wheels Inspect rear roller Secure pedals Inspect rear brace and all welds Test overall operation of unit Align running belt and lube if applicable Inspect lower electronics and adjust when necessary ROWING MACHINES Clean drive motor air intakes and fans Check control board functions and clean Inspect drive belt for wear and proper tension Check resistance system (min. to max.) Check lift calibration settings Check pivot points, clean and lube if needed Lubricate lift components Clean track and chain, lube if needed Vacuum under hood and around electronic Test overall operation of unit components Perform speed calibration STAIR CLIMBERS Test overall operation of unit Check all resistance components Check electronic components WEIGHT MACHINES Inspect step drive components – clean and lube when Inspect all cables necessary Lubricate guide rods, carriage assemblies, and seat Inspect all bearings, bolts and miscellaneous hardware adjustment guides Test overall operation of unit Check for broken or cracked frame components Check for pulley wear STATIONARY BIKES Tight or adjust hardware Check control board functions Check for missing or worn pull pins Inspect alternator brushes Check attachments for wear Sand fly wheel and inspect tension belt for wear Test overall operation of unit Clean and lubricate chain Inspect drive belt/chain tension system (min. to max.) Inspect all bearings, freewheel sprocket, bolts/screws and chain/drive sprocket Check speedo assembly Test overall operation of unit Delivery and Installation Includes:

1. Delivery to your property 2. Set up of your equipment in specified locations 3. Calibration of equipment to manufacturers’ specifications 4. Adjustment of your fitness equipment, if necessary 5. Lubrication of moving parts for all equipment 6. Test all equipment for proper operation 7. Delivery of all owner’s manuals 8. Removal of all debris from site

** Opti-Fit is not responsible for affixing, adhering or bolting products to any walls, floors, ceilings. It is the sole responsibility of the customer to secure their own license bonded general contractor. Matrix Warranty

Cardio Warranty

T7XI/T7XE/T5X TREADMILL T3XE/T3X/T3XH TREADMILL T1XE/T1X TREADMILL †

*Frame 7 Years 7 Years 7 Years Drive Motor Lifetime 7 Years 3 Years Parts 3 Years 3 Years 3 Years Labor 3 Years 3 Years 3 Years **Wear Items 90 Days 90 Days 90 Days

A7XI/A7XE/A5X/A3XE/A3X E7XI/E7XE/E5X/E3XE/E3X KRANKCYCLE® BY ASCENT ELLIPTICAL MATRIX

*Frame 7 Years 7 Years 7 Years JID Hybrid 5 Years 5 Years Generator Parts 3 Years 3 Years 2 Years Labor 3 Years 3 Years 90 Days **Wear Items 90 Days 90 Days 90 Days

S7XI/S7XE/S5X/S3XE/S3X C7XI/C7XE/C5X/C3XE/C3X H7XI/H7XE/H5X/H3XE/H3X STEPPER CLIMBMILL HYBRID

*Frame 7 Years 7 Years 7 Years JID Hybrid 5 Years 5 Years 5 Years Generator Parts 3 Years 3 Years 3 Years Labor 3 Years 3 Years 3 Years **Wear Items 90 Days 90 Days 90 Days

U7XI/U7XE/U5X/U3XE/U3X R7XI/R7XE/R5X/R3XE/R3X E1XE/E1X/R1XE/R1X/U1XE/U1X UPRIGHT RECUMBENT †

*Frame 7 Years 7 Years 7 Years JID Hybrid 5 Years 5 Years 5 Years Generator Parts 3 Years 3 Years 3 Years Labor 3 Years 3 Years 3 Years **Wear Items 90 Days 90 Days 90 Days Matrix Warranty

CXP TRAINING CYCLE CXM TRAINING CYCLE CXC TRAINING CYCLE

Frame 5 Years 5 Years 5 Years *Electronics 1 Year 1 Year 1 Year † Mechanical Parts 3 Years 3 Years 3 Year Labor 1 Year 1 Year 1 Year Wear Items 1 Year 1 Year 1 Year

*Electronic items include: Console, Generator, Console Cables, Battery † Mechanical parts include: Seat Post, Pedals, Saddle Structure, Magnetic Break, Flywheel, Cranks, Drive Belt, Handlebars.

MATRIX DIGITAL TV ENTERTAINMENT ROWER

Parts 3 Years 3 Years Labor 3 Years 3 Years Stands 1 Year **Wear Items 90 Days 90 Days 2 Years - Rope, Seat, Foot Support 1 Year - Other

** Wear items include: Headphone Jack, USB Port, iPod Connector, Batteries. Belts, Straps. No Labor. † Warranty limited to 6 hours of use per day. Full commercial warranty not available on 1-Series cardio.

S-DRIVE S-FORCE

*Frame 7 Years 7 Years Parts 3 Years 3 Years Labor 3 Years 3 Years Wear Items (Harness System) 6 Months 6 Months Matrix Warranty

Strength Warranty

ULTRA/VERSA/AURA/MAGNUM/VARSITY/CONNEXUS G1 STRENGTH

**Frame (Not coatings) 10 Years 10 Years Weight Stacks 5 Years Pulleys 5 Years Pivot Bearings 5 Years Other items not specified 3 Years Labor 3 Years Upholstery/Cables/Springs/Grips 1 Year 90 Days Accessories 6 Months Parts 1 Year Labor (excluding upholstery/cables/grips) 1 Year

** Frame is defined as the welded metal base of the unit and does not include removable parts. Matrix Warranty

EXCLUSIVE REMEDY

The exclusive remedy for any of the above warranties shall be repair or replacement of defective Parts, or the supply of Labor to cure any defect, per the terms of the Commercial Warranty. All Labor shall be supplied by the local Matrix certified technician. The Product must be located within that service provider’s service area. Products located outside service area will not be covered by the Labor warranty Standard Warranty Updates – coverage changes:

EXCLUSIONS AND LIMITATIONS 1. This warranty applies only to the original owner and is not transferable. 2. Under no circumstances will MATRIX FITNESS be liable by virtue of this warranty or otherwise for damage to any person or property whatsoever for any special, indirect, incidental, secondary or consequential losses, damages or expenses in connection with exercise products. 3. This warranty is expressly limited to the repair or replacement of a defective Frame, Motor, Electronic component, or Part. Repair or replacement will be at the discretion of MATRIX FITNESS, and is the sole remedy of the warranty. 4. Do not use equipment in any location that is not climate controlled, such as but not limited to garages, porches, pool rooms, saunas, bathrooms, car ports or outdoors. Failure to comply may void the warranty. 5. This warranty does not cover normal wear and tear – including but not limited to: USB port, headphone jack and iPod cord, cuts in upholstery, damage caused externally that is not due to a manufacturer defect, improper assembly or maintenance, or installation of parts or accessories not originally intended or compatible with the MATRIX FITNESS Product as sold. 6. This warranty does not cover damage or failure due to accident, abuse, corrosion, discoloration of paint or plastic, neglect, theft, vandalism, fire, flood, wind, lightning, freezing, or other natural disasters of any kind, power reduction, fluctuation or failure from whatever cause, unusual atmospheric conditions, collision, introduction of foreign objects into the covered unit, or modifications that are unauthorized or not recommended by MATRIX FITNESS. 7. Parts reconditioned to As New Condition by MATRIX FITNESS or its vendors may sometimes be supplied as warranty replacement parts and constitute fulfillment of warranty terms. Any warranty replacement parts shall be warranted for the remainder of the original warranty term. 8. The warranty does not cover damage or equipment failure due to electrical wiring that is not in compliance with applicable electrical codes and MATRIX FITNESS’ Owner’s Manual specifications. 9. Matrix Ultimate™ treadmill decks will NOT be replaced unless both surfaces are worn through. Deck & belt replacement limited to one per treadmill.

NOTE: Historically, one surface of the average Ultimate Deck and belt will last 4 years in a high use facility.

This warranty shall NOT apply to the following: 1. Failure to provide reasonable and necessary maintenance as outlined in the Owner’s Manual. 2. Software limitations and upgrades. 3. Batteries or other consumable goods. 4. Cosmetic items. 5. Repairs performed on equipment missing a serial number or with a serial number tag that has been altered or removed. 6. Service calls to correct installation of the equipment or instructing on use of equipment. 7. Pick-up, delivery or freight charges involved with repairs. 8. Any labor changes incurred beyond the applicable labor warranty.

MATRIX FITNESS expressly disclaims all other warranties, express or implied, including but not limited to all warranties of fitness for a particular purpose or of merchantability. This warranty gives you specific legal rights, and your rights may vary from state to state. Quote No. 014031-R0 January 21, 2021

Toll Free: 888-601-4350 Fax: 866-274-3488 Eric Konz Lead Time: Principal / CFO Terms: Net 30 [email protected] Frame/Upholstery: Direct: 702-375-7098 P.O. Number: This Quotation Was Prepared Exclusively For Buyer: Ship to:

City of West Sacramento City of West Sacramento Attn: Kaisa Miller Attn: Kaisa Miller Office: 916-617-4770 Office: 916-617-4770 Cell: Cell: [email protected] [email protected] 2801 Jefferson Blvd. 2801 Jefferson Blvd. West Sacramento, California 95691 West Sacramento, California 95691

CARDIO

ITEM DESCRIPTION QTY LIST PRICE YOUR PRICE TOTAL

T-PS-PLED Matrix - Performance Treadmill w/ Premium 3 10,050.00 5,559.00 $16,677.00 Multi-Color LED Console

T-ES-LED Matrix - Endurance Treadmill w/ LED Console 2 7,250.00 4,323.00 $8,646.00

T-PS-TOUCHXL Matrix - Performance Treadmill w/ TouchXL 2 15,690.00 8,514.00 $17,028.00 22-inch Capacitive Touchscreen LCD Console

T-PP-TOUCHXL Matrix - Performance Plus Treadmill w/ 1 17,950.00 10,770.00 $10,770.00 TouchXL 22-inch Capacitive Touchscreen LCD Console

Quote No. 014031-R0 | Date: January 21, 2021

Opti-Fit International • PO Box 6716 • Folsom, CA 95763 • opti-fit.com Quote No. 014031-R0 January 21, 2021

Toll Free: 888-601-4350 Fax: 866-274-3488

ITEM DESCRIPTION QTY LIST PRICE YOUR PRICE TOTAL

A-PS-PLED Matrix - Performance Ascent Trainer w/ 5 10,175.00 5,559.00 $27,795.00 Premium Multi-Color LED Console

EP-PS-PLED Matrix - Performance Elliptical w/ Premium 1 7,790.00 4,323.00 $4,323.00 Multi-Color LED Console

CM-PS-LED Matrix - Performance Climbmill w/ LED 1 9,525.00 5,559.00 $5,559.00 Console

R-PS-LED Matrix - Performance Recumbent Cycle w/ 3 4,525.00 2,674.75 $8,024.25 LED Console

CXP Matrix - CXP Target Training Cycle 9 3,295.00 2,141.75 $19,275.75

Quote No. 014031-R0 | Date: January 21, 2021

Opti-Fit International • PO Box 6716 • Folsom, CA 95763 • opti-fit.com Quote No. 014031-R0 January 21, 2021

Toll Free: 888-601-4350 Fax: 866-274-3488

ITEM DESCRIPTION QTY LIST PRICE YOUR PRICE TOTAL

PRO100-INT Scifit - PRO1 Upper Body - Premium Seat 1 5,250.00 4,462.50 $4,462.50

CARDIO PGM- Opti-Fit - Matrix XI Configuration Setup w/ 4 89.00 0.00 Included IXI Internet (price per unit)

FETCH-X Broadcast Vision - FetchExpress - Audio for 8 499.00 0.00 Included built in WiFi using analog, optical, or digital coax

MATRIX 5-7- Matrix - WARRANTY = Lifetime Drive Motor, 1 0.00 0.00 Included SERIES 3-Years Parts, 3-Years Labor

TRADE-IN - Equipment Trade-In for all items on -1 0.00 10,000.00 $-10,000.00 Attached trade in Form

PMA- - 1-Year Quarterly Preventative Maintenance 1 1,200.00 0.00 Included QUARTERLY Agreement (4-Visits per year)

ORIENTATION - Orientation and Training on Use of 1 95.00 0.00 Included Equipment

Quote No. 014031-R0 | Date: January 21, 2021

Opti-Fit International • PO Box 6716 • Folsom, CA 95763 • opti-fit.com Quote No. 014031-R0 January 21, 2021

Toll Free: 888-601-4350 Fax: 866-274-3488

ITEM DESCRIPTION QTY LIST PRICE YOUR PRICE TOTAL

EXTENDED WARRANTY 5-YEARS PARTS & LABOR

ITEM DESCRIPTION QTY LIST PRICE YOUR PRICE TOTAL

CDFE3X360RP Safeware - Matrix Extended Warranty - 60 3 212.00 169.60 $508.80 L2000PLD Months Full Commercial-Dues Paying Parts & Labor ($1000-$1999.99)

CDFE3X360O3 Safeware - Matrix Extended Warranty - 60 11 292.00 233.60 $2,569.60 000PLD Months Full Commercial-Dues Paying Parts & Labor ($2,000-$2,999.99)

CDFE3X360O5 Safeware - Matrix Extended Warranty - 60 3 477.00 381.60 $1,144.80 000PLD Months Full Commercial-Dues Paying Parts & Labor ($4,000-$4,999.99)

CDFE3X360O7 Safeware - Matrix Extended Warranty - 60 9 487.00 389.60 $3,506.40 000PLD Months Full Commercial-Dues Paying Parts & Labor ($5,000-$6,999.99)

CDFE3X360O1 Safeware - Matrix Extended Warranty - 60 2 620.00 496.00 $992.00 0000PLD Months Full Commercial-Dues Paying Parts & Labor ($7,000-$9,999.99)

CDFE3X360O1 Safeware - Matrix Extended Warranty - 60 1 817.00 653.60 $653.60 5000PLD Months Full Commercial-Dues Paying Parts & Labor ($10,000-$14,999.99)

SWSTFECD60 Safeware - Variable OEM Extended 1 938.00 750.40 $750.40 O5KPLD Warranty-60 Months Full Commercial-Dues Paying Parts & Labor ($4000-$4999.99)

SWSTFECD60 Safeware - Variable OEM Extended 8 212.00 169.60 $1,356.80 O500PLD Warranty-60 Months Full Commercial-Dues Paying Parts & Labor ($0-$499.99)

Quote No. 014031-R0 | Date: January 21, 2021

Opti-Fit International • PO Box 6716 • Folsom, CA 95763 • opti-fit.com Quote No. 014031-R0 January 21, 2021

Toll Free: 888-601-4350 Fax: 866-274-3488

Comments: $143,600.13 Total Price Estimated Lease Subtotal: $124,042.90 Payments with 5.99% Freight 4,230.00 Delivery & Installation 5,215.99 3-Year / 36 Months = $4367.94 per month (Total Interest $13,645.81) Total Payment = $157,245.97 Tax: 10,111.24 4-Year / 48 Months = $3371.79 per month (Total Interest $18,246.01) Total Payment = $161,846.16 Total: $143,600.13 5-Year / 60 Months = $2775.53 per month (Total Interest $22,931.35) Total Payment = $166,531.52

Net 30

EIN # 45-4551652

This Quotation is in effect for 30 days. Delivery Date: TBD from Buyer's placement of order.

Total Savings: 106,603.10

-13473

Matrix - Performance Treadmill w/ Premium Multi-Color LED Console

-5854

Matrix - Endurance Treadmill w/ LED Console

-14352

Matrix - Performance Treadmill w/ TouchXL 22-inch Capacitive Touchscreen LCD Console

-7180

Matrix - Performance Plus Treadmill w/ TouchXL 22-inch Capacitive Touchscreen LCD Console

-23080

Matrix - Performance Ascent Trainer w/ Premium Multi-Color LED Console

-3467

Matrix - Performance Elliptical w/ Premium Multi-Color LED Console

-3966

Matrix - Performance Climbmill w/ LED Console

-5550.75

Matrix - Performance Recumbent Cycle w/ LED Console

-10379.25

Matrix - CXP Target Training Cycle

-787.5

Scifit - PRO1 Upper Body - Premium Seat

-356

Opti-Fit - Matrix XI Configuration Setup w/ Internet (price per unit)

-3992

Broadcast Vision - FetchExpress - Audio for built in WiFi using analog, optical, or digital coax

Matrix - WARRANTY = Lifetime Drive Motor, 3-Years Parts, 3-Years Labor

Quote No. 014031-R0 | Date: January 21, 2021 -10000

- Equipment Trade-In for all items on Attached trade in Form

Opti-Fit International • PO Box 6716 • Folsom, CA 95763 • opti-fit.com -1200

- 1-Year Quarterly Preventative Maintenance Agreement (4-Visits per year)

-95

- Orientation and Training on Use of Equipment

-127.2

Safeware - Matrix Extended Warranty - 60 Months Full Commercial-Dues Paying Parts & Labor ($1000-$1999.99)

-642.4

Safeware - Matrix Extended Warranty - 60 Months Full Commercial-Dues Paying Parts & Labor ($2,000-$2,999.99)

-286.2

Safeware - Matrix Extended Warranty - 60 Months Full Commercial-Dues Paying Parts & Labor ($4,000-$4,999.99)

-876.6

Safeware - Matrix Extended Warranty - 60 Months Full Commercial-Dues Paying Parts & Labor ($5,000-$6,999.99)

-248

Safeware - Matrix Extended Warranty - 60 Months Full Commercial-Dues Paying Parts & Labor ($7,000-$9,999.99)

-163.4

Safeware - Matrix Extended Warranty - 60 Months Full Commercial-Dues Paying Parts & Labor ($10,000-$14,999.99)

-187.6

Safeware - Variable OEM Extended Warranty-60 Months Full Commercial-Dues Paying Parts & Labor ($4000-$4999.99)

-339.2

Safeware - Variable OEM Extended Warranty-60 Months Full Commercial-Dues Paying Parts & Labor ($0-$499.99)

0.0000 Quote No. 014031-R0 January 21, 2021

Toll Free: 888-601-4350 Fax: 866-274-3488 Terms and Conditions

Terms: 50% deposit required prior to ordering; balance due on delivery. Terms and Conditions of sale which appear on purchaser’s document (including Purchase Orders) and which are inconsistent with these terms shall be voided. All other terms and credit lines are subject to credit approval. Invoice will be due and payable, based on the original requested installation date, unless notified in writing 60 days prior of the requested installation date. We accept cash, checks, money orders, wire transfers of funds, and credit cards. A late payment fee will be assessed at a rate of 1.5% (18% annual) per month on any unpaid balance remaining 30 days after the due date. Special Orders: A 100% prepayment is required for all customized products including but not limited to custom colors, sports flooring and products with logos such as plates, dumbbells and platforms. A 3% convenience fee will be applied to all credit card transactions. Return Policy: Any returns require approval in writing by Opti-Fit Project Management. A minimum 20% restocking fee, plus freight, and any design/consulting work will be incurred for all non-custom products returned. Customized products are nonreturnable. All products with color choices are defined as custom products. Bolt Down Requirements: Matrix, Hoist, Escape, Torque, TRX & Atlantis recommends that all strength training equipment be secured to the floor in order to prevent tipping, rocking or displacement which might occur in the event of unanticipated use of the equipment. Escape, Torque, TRX requires that certain strength training equipment (specifically the Motion Cage, Power Racks, Half Rack/Short Base, Xult Series Rigs, Xult Racks. In the case of Escape Storage Bays, Torque X-Create and TRX Studio Suspension Bays. the customer acknowledges:  Customer has determined the proper placement of the equipment to be secured. Customer Initial ______ Customer has identified and informed Opti-Fit of the location of any utility, service lines, including but not limited to post tension cables. It is the customer’s responsibility to identify the locations of any cables or lines prior to installation unless floor scan is stated in proposal. Customer Initial ______ Customer has confirmed that the subfloor consists of no less than 4.75 inches of concrete. Customer Initial ______ Customer has obtained any and all consents to the drilling of holes in the flooring and subflooring. Customer Initial______If your order includes any of the equipment requiring bolting to the floor, initials are required above and an additional signed waiver will be required to place the order. Additional products may require bolting to the floor, wall or ceiling. Bolting is not included on these products unless otherwise noted on the quotation. Customer is responsible for bolting these products to meet the manufacturer’s requirements. This includes TRX, Escape, Torque, Boxing mounts and other products that require bolting to the facility structure. Wall & Ceiling Attached Items: The installation of any items such as TRX Multi Mounts., X Mounts, Wall Mat Racks, etc. that require bolting to walls or ceilings are not included in the proposal unless otherwise noted. Flooring Installation: Refer to the product specifications to ensure that the sub floor meets the material installation requirements. Freight offloading, inside delivery, adhesive, moisture tests, moisture reducers, base boards, sub floor prep, sub floor cleaning, transition strips and existing floor removal and disposal are not included unless otherwise noted on the quotation. Storage: We reserve the right to assess storage fees not to exceed 1.5% of total order cost per month, or fraction thereof and request payment in full on the related customer's invoice, when a customer's original requested delivery date is delayed by circumstances beyond our control. Taxes: We collect sales or use taxes only in jurisdictions where we are licensed to do so. Customer agrees to accept sole liability and responsibility to pay for any and all uncollected sales or use tax liabilities, related penalties and interest that arise as a result of the purchase of products and/or services from our company. Security: Until all products are paid in full, customer hereby grants to, and Opti-Fit shall retain, a security interest in and lien on all products sold to the customer.

I accept the terms and conditions of this proposal.

Signature: ______

Name: ______

Date: ______

Customer Requested Install Date: ______

Quote No. 014031-R0 | Date: January 21, 2021

Opti-Fit International • PO Box 6716 • Folsom, CA 95763 • opti-fit.com Matrix Fitness Pre-installation Requirements Checklist

3RZHU 5HTXLUHPHQWV

Power Requirements for Matrix Fitness Equipment International Power Requirements LOCATION VOLTAGE Hz Amp All Matrix Fitness Treadmills, Climbmills, and Steppers require power. U S and Canada 120 6 0 2 0 All other cardio platforms may be self-powered. Germany 230 50 10 France 230 50 10 Power Supplies for Matrix Fitness Equipment Latin America 220 60 10 Spain 230 50 10 Treadmills Japan 200 50 or60 10 100 50 or60 20 All treadmills require a dedicated 120V/20A circuit with a non- looped (isolated) ground. Australia 240 50 10 United Kingdom 230 50 10 - A dedicated circuit means that each outlet you plug into should not have anything else running on that same circuit. - Non-looped (isolated) grounding means that each circuit must have an individual neutral/ground connection coming from it and terminating at an approved earth ground. Please refer to NEC Article 210-21 ad 210-23 for additional information. The power cord on the treadmills use a NEMA 5-20P plug. The treadmill receptacle must be a NEMA 5-20R receptacle.

Non-Treadmill Cardio All non-treadmill cardio equipment uses a NEMA 5-15P plug. The equipment requires a 120V/15A circuit. Multiple units may be daisy-chained together, up to four units per 15A circuit. The non- treadmill cardio receptacle must use a NEMA 5-15R receptacle, or a NEMA 5-20R T-Slot receptacle.

Additional Components Specific to Matrix Connected Cardio Network switches and wireless access points may require additional power. Whenever possible, wireless APs will be powered via a Power over Ethernet (PoE) port on the network switch. Consult product specs for any additional requirements on networking components. Matrix Fitness Pre-installation Requirements Checklist

,QWHUQHW5HTXLUHPHQWV

All Matrix Fitness consoles now support internet connectivity. While internet connectivity is standard on 7xi, it is an optionalfeature on all other modalities. See the options below to understand the facility internet requirements based on the connectivity options that you have selected. Wireless Internet – Basic Function 1x, 3x, 5x – All Units / 1xe, 3xe, 7xe, 7xi without streaming apps enabled You can use either pre-installed access point or allow Matrix Fitness to install a wireless access point to support the products. At least 3Mbps download speed is required for basic console functions, such as Asset Management, Workout Tracking, Personal Trainer Portal, and Basic Console Applications Additionally, 500Kbps is required per machine for basic functions. A separate SSID and VLAN should be created within your facility’s wireless infrastructure to support connected cardio equipment. Wireless Internet – Streaming Functions 1xe, 3xe, 7xe, 7xi with streaming apps enabled Wireless access points must be installed prior to the equipment. For HD streaming activities, 5Mbps download speed is recommended for each unit. Lower bandwidths may result in reduced resolution while streaming video. - Minimum – 3Mbps download - Example: For 16 units, 8Mbps download is required for basic function. 80Mbps is recommended to support all units streaming HD content simultaneously at maximum settings. A minimum 512Kbps upload speed is required for the equipment regardless of the number of consoles. Wired Internet – Basic Function 3xe, 7xe, 7xi without streaming apps enabled Wired connections require a CAT5e or CAT6 cable with RJ45 fittings. At least 3Mbps download speed is required for basic console functions, such as Asset Management, Workout Tracking, Personal Trainer Portal and Basic Console Applications Additionally, 500Kbps is required per machine for basic functions.

Wired Internet – Streaming Function Number of consoles Recommended Switch 3xe, 7xe, 7xi with streaming apps enabled 1–7 8 port 10/100/1000 Gigabit For HD streaming activities, 5Mbps download speed is recommended for each unit. Lower bandwidths may result 8–23 24 port 10/100/1000 Gigabit in reduced resolution while streaming video. 24–47 48 port 10/100/1000 Gigabit - Minimum – 3Mbps download - Example: For 16 units, 8Mbps download is required for basic function. 80Mbps is recommended to support all units streaming HD content simultaneously at maximum settings. A minimum 512Kbps upload speed is required for the equipment regardless of the number of consoles. Matrix Fitness Pre-installation Requirements Checklist

795HTXLUHPHQWV

TV Cabling Requirements for Matrix Fitness Equipment For live TV on Matrix Fitness equipment, coaxial cable must be run to the machine. All cabling internal to the Matrix Fitness equipment will be supplied by Matrix Fitness. All other cabling necessary to run from a TV or internet source the be Matrix cardiovascular product must be provided by the facility.

TV Cabling Requirements Matrix Fitness TVs can support unencrypted ATSC, NTSC and QAM signal. Matrix Fitness TVs can also support Pro:Idiom signal. Please be sure to order the correct components and console configuration for Pro:Idiom signal. Coaxial cable must be a quad-shielded RG6 cable with an F-Type compression fitting. Signal strength delivered to the equipment must be +2dbmv ±2.5dbmv. Splitters or taps are acceptable for signal distribution, provided the signal delivered is properly balanced and signal strength is in our required range.

Confirm the signal strength at each Matrix cardio machine meets our listed requirements with your TV content provider.

IPTV Cabling (7xi, 7xe and 3xe) Another TV distribution method the Matrix 7xi, 7xe and 3xe can accept is IPTV. This distribution method uses ethernet cable, Cat6 or Cat5e, to sent the TV signal to the Matrix equipment. For IPTV installations, a Cat5e or Cat6 cable with an RJ45 connector must be present at every machine and run back to the IPTV headend system.

IPTV Specs

Input RJ45 connector Cat6 or Cat5e cable Video Decoding MPEG-2, MPEG-4, H.264 Resolution Up to 1080p Bit Rate 15 Mbps Frame Rate 30 FPS for 1080p, up to 50 FPS for 720p Matrix Fitness Pre-installation Requirements Checklist

796ROXWLRQV

TV Solution Options for Matrix Fitness Equipment

There are multiple options for presenting TV signal with Matrix Satellite Headend System Fitness equipment. Here are some options available to your A head end system works in facility. a similar manner to an MDTA unit, with some key differences. With Set-Top Boxes the head end system, a rack is With this solution, installed in an AV closet. A selection a small set top of set-top-boxes is placed on the box must be rack with each box set to a specific installed near each channel. The encrypted signal is individual piece of Matrix cardio equipment. Your cable decrypted and set to the selected company would provide the set-top box. The TV tuner on the channel by each set-top box. This can be digital or analog, Matrix equipment is set to Channel 3 permanently. The user depending on the set-top box used. A modulator device would change channels via the remote control, which must takes the signal from all of the boxes and combines it into be kept near the unit. one, allowing you to send it out to every screen in the facility. Set-Top Boxes with Console Adapter components Wireless Audio 900MHz (North America) and A console adapter component redirects 863MHz (International) TV commands from a Matrix Fitness Wireless audio is a solution that does not require a screen console to a set-top box without to be connected to the Matrix Fitness cardio product. using a remote control. With this Multiple TVs can be mounted on a wall near the solution, a separate component is equipment with a transmitter connected to each. installed onto the Matrix Fitness Receivers are installed on the Matrix equipment, and the console. When a user presses a channel command on the user is then able to use headphones on the equipment to console, the device sends that command directly to the set- listen to any of the TVs that are mounted on the wall. A top box that is sending TV signal to that machine. Users on the wireless audio qualifier sheet must be completed and Matrix Fitness equipment will use the channel buttons on the submitted to Matrix Fitness to ensure proper setup of this consoles as normal to select their channel. equipment.

Multiple Digital to Analog (MDTA) or QAM-to-QAM (Q-to-Q) unit IPTV (7xi, 7xe and 3xe) The device should be installed in an AV closet away from the Another option available for 7xi, 7xe and 3xe equipment Matrix Fitness equipment. These devices take the incoming to receive TV signal is an IPTV solution. This requires your encrypted digital signal and decrypt it, converting it into an facility to have an IP head end system in place. TV signal is unencrypted analog signal (MDTA) or into an unencrypted then distributed to each 7xi via a Cat5e or Cat6 Ethernet digital signal (Q-to-Q). Users on the Matrix Fitness equipment cable instead of the standard coaxial cable. An IPTV will use the channel buttons on the consoles to select their Qualifier document must be completed and submitted to channels. Matrix Fitness to ensure proper setup of this equipment.