Los Alamitos City Council
February 9, 2026

INITIALS INITIALS
2019 AIR CRE. All Rights Reserved. Last Edited: 1/23/2023 10:34 AM MTG-24.40, Revised10-22-2020 Page 12 of 18
ii)the worth at the meof award of theamount by which the unpaid rent which would have been earned aer terminaon unltheme ofaward exceeds the amount of such rental loss that the Lesseeproves could have been reasonably avoided; ( iii)the worth at the meof award ofthe amount by which the unpaid rent for the balance ofthe termaer the meof award exceeds theamount of such rental loss that the Lesseeproves could be reasonably avoided; and (iv) any other amount necessaryto compensate Lessor for allthe detriment proximately caused by theLessee' s failure to perform its obligaons under this Lease or which in theordinary course of things would belikelyto result therefrom, including but not limited to thecost ofrecovering possession ofthe Premises, expenses of releng, including necessary renovaon and alteraon ofthePremises, reasonableaorneys' fees, and that poronof anyleasing commission paid by Lessor in connecon with this Leaseapplicable to the unexpired term of this Lease. The worth at the meof award ofthe amount referred to in provision ( iii) of theimmediately preceding sentenceshall becomputed bydiscounng such amount at thediscount rateoftheFederalReserveBankoftheDistrict within which thePremises are located at the meof award plus onepercent. Efforts by Lessor to migate damages caused byLessee' s Breach ofthis Leaseshall not waiveLessor' s right to recover any damages to which Lessor is otherwise entled. If terminaon of this Lease is obtained through theprovisional remedy ofunlawful detainer, Lessor shallhavethe right to recover in such proceeding any unpaid Rent and damages as arerecoverable therein, or Lessor mayreserve theright to recover all or anypart thereofin aseparatesuit. Ifa noceand graceperiod required under Paragraph 13.1was not previously given, anoce to pay rentor quit, or to perform or quit given to Lesseeunder the unlawful detainer statute shall also constute thenoce required by Paragraph 13.1. In such case, the applicable graceperiod required by Paragraph 13.1and theunlawful detainer statute shall run concurrently, and the failure of Lesseeto cure theDefault within the greater ofthe two such graceperiods shall constute both an unlawful detainer and aBreach ofthis Lease entling Lessor to the remedies provided for in this Leaseand/ or by said statute. b) ConnuetheLeaseand Lessee' s right to possession and recover theRent as it becomes due, in which event Lesseemay sublet or assign, subject only to reasonable limitaons. Acts ofmaintenance, efforts to relet, and/ or theappointment of areceiver to protect the Lessor' s interests, shallnot constute a terminaon of theLessee' s right to possession.
c) Pursue any other remedy now or hereaer availableunder thelaws or judicial decisions of the state wherein the Premises are located. The expiraon or terminaon ofthis Leaseand/ or the terminaon of Lessee' s right to possession shall not relieve Lesseefromliability under any indemnity provisions of this Lease as to maers occurring or accruing during theterm hereofor byreason of Lessee' s occupancy ofthe Premises.

13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvements for Lesseepaid for or performed by Lessor, or for the giving or paying byLessor to or for Lesseeof anycash or other bonus, inducement or consideraon for Lessee' s entering into this Lease, allofwhich concessions are hereinaer referred to as "Inducement Provisions," shall bedeemed condioned uponLessee' s full and faithful performance of allof theterms, covenants and condionsof this Lease. Upon Breach ofthis LeasebyLessee, anysuch Inducement Provision shall automacally be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideraon theretofore abated, given or paid byLessor under such an Inducement Provision shallbe immediatelydueand payable by Lesseeto Lessor, notwithstanding any subsequent cure ofsaid Breach byLessee. Theacceptance by Lessor of rent or thecureoftheBreach which iniated theoperaon of this paragraph shallnot be deemed awaiver byLessor ofthe provisions of this paragraph unless specically so stated in wring by Lessor at the me ofsuch acceptance.

13.4 Late Charges. Lessee hereby acknowledges that latepayment byLessee ofRent will cause Lessor to incur costs not contemplated bythis Lease, theexact amount of which will beextremelydifficult to ascertain. Such costs include, but arenot limited to, processing and accounng charges, and late charges which maybe imposed upon Lessor by anyLender. Accordingly, if anyRent shallnot be received by Lessor within 5days aer such amount shall be due, then, without any requirement for noceto Lessee, Lesseeshall immediatelypay to Lessor aone-melate chargeequal to 10%of each such overdue amount or $100, whichever is greater. Thepares hereby agree that such late chargerepresents afair and reasonable esmate ofthecosts Lessor will incur byreason ofsuch latepayment.

Acceptance of such late chargebyLessor shallin no event constute awaiver ofLessee' s Default orBreach with respect to such overdue amount, nor prevent the exerciseof anyof theother rights and remedies granted hereunder. In the event that alatechargeis payable hereunder, whether or not collected, for 3consecuve installments of BaseRent, then notwithstanding any provision of this Lease to the contrary, BaseRent shall, at Lessor' s opon, become due and payable quarterly in advance.

13.5 Interest. Anymonetary payment due Lessor hereunder, other than late charges, not received byLessor, when due shall bear interest fromthe 31st day aer it was due. Theinterest (" Interest") charged shallbe computed at the rateof 10% per annum but shall not exceed the maximumrate allowed by law. Interest is payable in addion to thepotenallate chargeprovided for in Paragraph 13.4.

13.6 Breach by Lessor.
a) Noce of Breach. Lessor shall not be deemed in breach ofthis Leaseunless Lessor fails within areasonable meto perform an obligaon required to beperformed byLessor. For purposes ofthis Paragraph, a reasonable meshall in no event be lessthan 30 days aer receipt byLessor, and any Lender whosename and address shallhave been furnished to Lesseein wring for such purpose, of wrien noce specifying wherein such obligaon of Lessor has not been performed; provided, however, that if thenature of Lessor' s obligaon is such that morethan 30 days are reasonably required for its performance, then Lessor shallnot be in breach if performance is commenced within such 30 day period and thereaer diligentlypursued to compleon. b) Performanceby Lesseeon Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days aer receipt ofsaid noce, or if having commenced said curethey do not diligentlypursue it to compleon, then Lessee mayelect to cure said breach at Lessee' s expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shallnot exceed an amount equalto thegreater of onemonth' s BaseRent or the Security Deposit, reserving Lessee' s right to reimbursement from Lessor for anysuch expense in excess ofsuch offset. Lessee shalldocument the cost of said cure and supply said documentaon to Lessor.

14. Condemnaon. IfthePremises or anyporon thereof aretaken under the power of eminent domain or sold under thethreat of theexercise ofsaid power collecvely "Condemnaon"), this Lease shallterminate as to the part taken as ofthe date the condemning authoritytakes tleor possession, whichever rst occurs.

Ifmore than 10% ofthe oor areaof the Unit, or morethan 25%of theparking spaces is taken by Condemnaon, Lessee may, at Lessee' s opon, to be exercised in wring within 10 days aer Lessor shall have given Lesseewrien noceofsuch taking (or in theabsenceofsuch noce, within 10 days aer thecondemning authority shall havetaken possession) terminate this Leaseas ofthe date thecondemning authoritytakes such possession. IfLessee does not terminate this Lease in accordance with theforegoing, this Leaseshall remain in full force and effect as to the poron ofthe Premises remaining, except that the BaseRent shallbe reduced in proporon to the reducon in ulity ofthe Premises caused bysuch Condemnaon. Condemnaon awards and/ or payments shallbe theproperty of Lessor, whether such award shall bemadeas compensaon for diminuon in valueofthe leasehold, the valueofthe part taken, or for severance damages; provided, however, that Lesseeshall beentled to anycompensaon paid by the condemnor for Lessee' s relocaon expenses, loss of business goodwill and/ or Trade Fixtures , without regard to whether or not this Leaseis terminated pursuant to theprovisions ofthis Paragraph. All Alteraons and UlityInstallaons made to the Premises byLessee, for purposes ofCondemnaon only, shallbe considered the property ofthe Lesseeand Lesseeshallbe entled to anyand all compensaon which is payable therefor. In theevent that this Lease is not terminated by reason ofthe Condemnaon, Lessor shall repair any damageto the Premises caused bysuch Condemnaon.

15. Brokerage Fees.

DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F

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15.1 Addional Commission. In addion to thepayments owed pursuant to Paragraph 1.10 above, Lessor agrees that: (a) ifLessee exercises any Opon,(b)if Lesseeor anyoneaffiliated with Lesseeacquires fromLessor anyrights to thePremises or other premises owned by Lessor and located within the Project,( c) ifLessee remains in possession of thePremises, with theconsent ofLessor, aer theexpiraon ofthis Lease, or (d) ifBase Rent is increased, whether by agreement or operaon of an escalaon clauseherein, then, Lessor shall payBrokers afeein accordance with thefeeschedule ofthe Brokers in effect at the methe Leasewas executed. Theprovisions ofthis paragraph are intended to supersede the provisions of anyearlier agreement to the contrary.

15.2 Assumpon ofObligaons. Anybuyer ortransferee of Lessor's interest in this Lease shallbe deemed to have assumed Lessor's obligaonhereunder.

Brokers shall bethird partybeneciaries of theprovisions ofParagraphs 1.10, 15, 22 and 31. IfLessor fails to payto Brokers anyamounts due as and for brokerage fees pertaining to this Leasewhen due, then such amounts shall accrueInterest. In addion, ifLessor fails to pay anyamounts to Lessee' s Broker when due, Lessee' s Broker may send wrien noceto Lessor and Lessee ofsuch failure and if Lessor fails to pay such amounts within 10 days aer said noce, Lesseeshall pay said monies to its Broker and offset such amounts against Rent. In addion, Lessee' s Broker shall bedeemed to be a third partybeneciary ofany commission agreement entered into by and/ or between Lessor and Lessor' s Broker for the limited purpose of collecng any brokerage fee owed.

15.3 Representaons and Indemniesof Broker Relaonships. Lesseeand Lessor each represent and warrant to the other that it has had no dealings with any person,rm, broker, agent or nder (other than the Brokers and Agents, ifany) in conneconwith this Lease, and that no oneother than said named Brokers and Agents is entled to anycommission or nder's fee in connecon herewith. Lessee and Lessor do each hereby agreeto indemnify, protect, defend and hold theother harmless from and against liabilityfor compensaon or charges which may beclaimed by anysuch unnamed broker, nder or other similar partyby reason of any dealings or acons of theindemnifying Party, including any costs, expenses, aorneys' fees reasonably incurred with respect thereto.

16. Estoppel Cercates.
a) Each Party (as " Responding Party") shall within 10 days aer wrien nocefrom theother Party (the "Requesng Party") execute, acknowledge and deliver to the Requesng Partyastatement in wring in form similar to the then most current "Estoppel Cercate" form published by AIR CRE, plus such addional informaon,conrmaon and/ or statements as maybe reasonably requested bythe Requesng Party. b) Ifthe Responding Party shall fail to execute or deliver theEstoppel Cercate within such 10 dayperiod, the Requesng Party may execute an Estoppel Cercate stang that: (i)theLease is in full force and effect without modicaon except as maybe represented by the Requesng Party,( ii)there areno uncured defaults in the Requesng Party' s performance, and (iii) ifLessor is the Requesng Party, not morethan one month's rent has been paid in advance.

Prospecve purchasers and encumbrancers may rely upon the Requesng Party' s Estoppel Cercate, and the Responding Party shallbe estopped from denying the truth of thefacts contained in said Cercate. In addion, Lesseeacknowledges that anyfailureon its part to provide such an Estoppel Cercatewill expose Lessor to risks and potenally cause Lessor to incur costs not contemplated bythis Lease, theextent ofwhich will beextremely difficult to ascertain. Accordingly, should the Lesseefail to execute and/ or deliver a requested Estoppel Cercate in a melyfashion themonthly BaseRent shall beautomacally increased, without any requirement for noceto Lessee, by an amount equal to 10% ofthethen exisng Base Rent or $100, whichever is greater for remainder ofthe Lease. ThePares agree that such increase in BaseRent represents fair and reasonable compensaon for the addional risk/ costs that Lessor will incur by reason ofLessee' s failure to provide the Estoppel Cercate. Such increase in Base Rent shall in no event constute a waiver ofLessee' s Default or Breach with respect to the failureto provide the Estoppel Cercate nor prevent theexercise ofany ofthe other rights and remedies granted hereunder. c) IfLessor desires to nance, renance, or sellthe Premises, or anypart thereof, Lesseeand allGuarantors shall within 10 days aer wrien noce fromLessor deliver to anypotenallender or purchaser designated by Lessor such nancial statements as maybereasonably required by such lender or purchaser, including but not limited to Lessee' s nancial statements for thepast 3years. Allsuch nancial statements shall bereceived byLessor and such lender or purchaser in condence and shallbe used onlyfor the purposes herein set forth.

17. Denion of Lessor. Theterm " Lessor" as used herein shall mean the owner or owners at the mein queson ofthe fee tle to thePremises, or,if this is a sublease, of theLessee' s interest in the prior lease. In theevent of atransfer ofLessor' s tle or interest in thePremises or this Lease, Lessor shalldeliver to the transferee or assignee( in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and deliveryof theSecurity Deposit, as aforesaid, the prior Lessor shallberelieved ofall liabilitywith respect to the obligaons and/ or covenants under this Leasethereaer to beperformed bythe Lessor.

Subject to theforegoing, theobligaons and/ or covenants in this Lease to beperformed bythe Lessor shallbe binding only upon theLessor as hereinabove dened.

18. Severability. The invalidityofany provision of this Lease, as determined by acourt ofcompetent jurisdicon, shallin no way affect thevalidity ofanyother provision hereof.

19. Days. Unless otherwise specicallyindicated to the contrary, theword " days" as used in thisLeaseshall mean and refer to calendar days.

20. Limitaon on Liability. The obligaons ofLessor under this Lease shallnot constute personal obligaons ofLessor, or its partners, members, directors, officers or shareholders, and Lessee shalllookto thePremises, and to no other assets ofLessor, for thesasfacon ofany liabilityofLessor with respect to this Lease, and shallnot seekrecourse against Lessor' s partners, members, directors, officers or shareholders, or any oftheir personalassets for such sasfacon.

21. Time of Essence. Timeis ofthe essencewith respect to the performanceof allobligaons to beperformed or observed by thePares under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Leasecontains allagreements between thePares with respect to any maer menoned herein, and no other prior or contemporaneous agreement or understanding shallbe effecve. Lessor and Lessee eachrepresents and warrants to theBrokers that it has made, and is relying solelyupon, its own invesgaon as to thenature, quality, character and nancial responsibility oftheother Party to this Leaseand as to theuse, nature, quality and character of thePremises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereofby either Party.

23. Noces.

23.1 Noce Requirements. Allnoces required or permied by this Lease or applicable law shallbe in wring and maybe delivered in person (byhand or by courier) or maybe sent by regular, cered or registered mail or U.S. Postal ServiceExpress Mail, with postage prepaid, or byfacsimiletransmission, or by email, and shall be deemed sufficiently given ifserved in a manner specied in this Paragraph 23. The addresses noted adjacent to aParty's signature on this Leaseshall bethat Party' s address for delivery or mailing of noces. Either Party may by wrien noceto theother specify adifferent address for noce, except that upon Lessee' s taking possession ofthe Premises, thePremises shallconstute Lessee' s address for noce. Acopy ofallnoces to Lessor shallbeconcurrently transmied to such partyor pares at such addresses as Lessor may from me to mehereaer designate in wring.

23.2 Date of Noce. Anynoce sent byregistered or cered mail, return receipt requested, shall bedeemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mailthe noceshall bedeemed given 72 hours aer the sameis addressed as required herein and mailed with postage prepaid. Noces delivered by United States Express Mailor overnight courier that guarantees next daydelivery shall be deemed given 24 hours aer deliveryof thesame to the PostalServiceor courier. Noces deliveredby hand, or transmied byfacsimile transmission or by email DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F

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shall be deemed delivered upon actualreceipt. If noceis received on aSaturday,Sunday or legalholiday, it shall bedeemed received on the next business day.

23.3 Opons. Notwithstanding the foregoing, in order to exercise any Opons (seeparagraph 39), theNoce must besent byCered Mail( return receipt requested), Express Mail( signature required), courier (signature required) or someother methodologythat provides areceipt establishing thedate the noce was received by theLessor.

24. Waivers.
a) No waiver by Lessor ofthe Default or Breach of anyterm, covenant or condion hereof byLessee, shallbe deemed awaiver ofany otherterm, covenant or condion hereof, or ofany subsequent Default or Breach byLesseeof the same or ofanyother term, covenant or condion hereof. Lessor' s consent to, or approval of,any act shallnot be deemed to render unnecessary theobtaining ofLessor' s consent to, or approval of, anysubsequent or similar act byLessee, or be construed as thebasis ofan estoppel to enforce theprovision or provisions of this Lease requiring such consent. b) Theacceptance ofRent byLessor shall not be awaiver of anyDefault or Breach byLessee. Anypayment by Lesseemay be accepted byLessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or condions made byLessee in connecon therewith, which such statements and/ or condions shallbe ofno force or effect whatsoever unless specicallyagreed to in wring by Lessor at or before the meof deposit of such payment. c) THEPARTIES AGREETHAT THETERMSOF THISLEASE SHALLGOVERN WITHREGARDTO ALLMATTERS RELATEDTHERETO AND HEREBYWAIVE THE PROVISIONSOF ANYPRESENT OR FUTURESTATUTE TO THE EXTENTTHAT SUCHSTATUTEIS INCONSISTENTWITH THISLEASE.

25. Disclosures Regarding The Nature of aReal Estate Agency Relaonship. a) When entering into adiscussion with arealestateagent regarding arealestatetransacon, aLessor or Lesseeshould from theoutset understand what type ofagency relaonship or representaon it has with the agent or agents in the transacon. Lessor and Lessee acknowledge being advised bythe Brokers in this transacon, as follows:
i) Lessor's Agent. A Lessor' s agent under alisng agreement with theLessor acts as the agent for the Lessor only. A Lessor' s agent or subagent has the following affirmave obligaons: To the Lessor: Aduciary dutyof utmost care, integrity, honesty, and loyaltyin dealings with the Lessor. To the Lessee and the Lessor:( a)Diligentexerciseof reasonableskills and care in performance of theagent' s dues. (b) Aduty ofhonest and fair dealing and good faith. ( c) Aduty to discloseall facts known to theagent materiallyaffecng thevalue or desirability of the property that arenot known to, or within the diligent aenon and observaon of, thePares. An agent is not obligated to reveal to either Party any condenalinformaon obtained fromthe other Party which does not involvethe affirmave dues set forth above.
ii) Lessee' s Agent. An agent can agree to act as agent for theLesseeonly. In thesesituaons, the agent is not the Lessor' s agent, even ifby agreement the agent may receivecompensaon for services rendered, either in full or in part from theLessor. An agent acng onlyfor aLessee has the following affirmave obligaons. To the Lessee: Aduciary duty of utmost care, integrity, honesty, andloyaltyin dealings with the Lessee. To the Lessee and the Lessor:( a) Diligent exercise ofreasonable skills and care in performance ofthe agent's dues. (b) A dutyofhonest and fair dealing and good faith. ( c) A duty to disclose allfacts known to theagent materiallyaffecng the valueor desirabilityof thepropertythat arenot known to, or within the diligent aenon and observaon of, thePares.

An agent is not obligated to reveal to either Party any condenalinformaon obtained from the other Party which does not involvetheaffirmave dues set forth above.
iii) Agent Represenng BothLessor and Lessee. Areal estateagent, either acng directly or through oneor moreassociatelicensees, can legally be the agent ofboth theLessor and theLessee in atransacon, but only with the knowledge and consent ofboth theLessor and theLessee. In adual agency situaon, the agent has the following affirmaveobligaons to both theLessor and theLessee: ( a) A duciaryduty of utmost care, integrity, honesty and loyaltyin thedealings with either Lessor or theLessee. ( b)Other dues to theLessor and theLessee as stated above in subparagraphs ( i) or (ii). In represenng both Lessor and Lessee, the agent may not, without theexpress permission ofthe respecve Party, discloseto the other Party condenalinformaon, including, but not limited to, facts relang to either Lessee' s or Lessor' s nancial posion, movaons, bargaining posion, or other personalinformaon that may impact rent, including Lessor' s willingness to accept arent less than thelisng rent or Lessee' s willingness to pay rent greater than therent offered. The above dues of theagent in arealestatetransacon do not relieve a Lessor or Lesseefrom theresponsibility to protect their own interests. Lessor and Lesseeshould carefully read allagreements to assure that they adequately express their understanding ofthetransacon. A real estate agent is aperson qualied to adviseabout real estate. If legal or tax advice is desired, consult acompetent professional. Both Lessor and Lesseeshould stronglyconsider obtaining tax advice from a competent professional because the federal and state tax consequences of atransacon can becomplex and subject to change. b) Brokers have no responsibility with respect to anydefault or breach hereof byeither Party. The Pares agree that no lawsuit or other legal proceeding involving anybreach ofduty, error or omission relang to this Leasemay be brought against Broker more than one year aer the Start Date and that the liability( including court costs and aorneys' fees), ofany Broker with respect to any such lawsuit and/ or legalproceeding shallnot exceed thefee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitaon on each Broker' s liabilityshall not be applicable to any gross negligenceor willful misconduct of such Broker.
c) Lessor and Lesseeagree to idenfy to Brokers as " Condenal" any communicaon or informaon given Brokers that is considered by such Party to be condenal.

26. No Right To Holdove r. Lesseehas no right to retain possession of thePremises or anypart thereof beyond theexpiraon or terminaon of this Lease. At or prior to theexpiraon or terminaon of this Lease Lesseeshall deliver exclusive possession ofthePremises to Lessor. For purposes ofthis provision and Paragraph

13.1(a), exclusive possession shall mean that Lessee shallhave vacated the Premises, removed all ofits personal property therefrom and that thePremises have been returned in thecondion specied in this Lease. In the event that Lessee does not deliver exclusivepossession to Lessor as specied above, then Lessor' s damages during any holdover period shall be computed at the amount of theRent (as dened in Paragraph 4.1) due during the last full month before the expiraon or terminaon of this Lease ( disregarding anytemporary abatement of Rent that mayhavebeen in effect), but with Base Rent being 150% ofthe BaseRent payable during such last full month. Nothing contained herein shallbe construed as consent byLessor to anyholding over by Lessee.

27. Cumulave Remedies. No remedy or elecon hereunder shallbedeemed exclusive but shall, wherever possible, becumulave with all other remedies at law or in equity.

28. Covenants and Condions; Construcon of Agreement. All provisions ofthis Leaseto beobserved or performed by Lessee are both covenants and condions.

In construing this Lease, allheadings and tles are for the convenienceofthe Pares only and shallnot beconsidered apart of this Lease. Whenever required bythe context, the singular shall include theplural and vice versa. This Leaseshall not be construed asif prepared by oneofthe Pares,but rather according toits fair meaning as awhole, as ifboth Pares had prepared it.

29. Binding Effect; Choice of Law. This Lease shallbe binding upon the Pares, their personal representaves, successors and assigns and begoverned bythe laws ofthe State in which thePremises arelocated. Any ligaon between the Pares hereto concerningthis Lease shallbe iniated in the countyin which the Premises DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F

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arelocated. Signatures to this Lease accomplished by means of electronicsignature or similar technology shallbe legal and binding.

30. Subordinaon; Aornment; Non-Disturbance.

30.1 Subordinaon. This Lease and any Opon granted hereby shallbe subject and subordinate to anyground lease, mortgage, deed of trust, or other hypothecaon or securitydevice ( collecvely," Security Device"), now or hereaer placed upon thePremises, to any and alladvances madeon the security thereof, and to allrenewals, modicaons, and extensions thereof. Lesseeagrees that theholders ofany such SecurityDevices ( in this Leasetogether referred to as " Lender") shallhave no liability or obligaonto perform any ofthe obligaons ofLessor underthis Lease. Any Lender may elect to have this Lease and/or any Opon granted hereby superior to the lien ofits Security Device bygiving wrien nocethereof to Lessee, whereupon this Lease and such Opons shallbe deemed prior to such SecurityDevice, notwithstanding the relave dates of thedocumentaon or recordaon thereof.

30.2 Aornment. In the event that Lessor transfers tle to the Premises, or the Premises are acquired byanother upon the foreclosure or terminaon ofa SecurityDevice to which this Leaseis subordinated ( i) Lesseeshall, subject to the non-disturbanceprovisions ofParagraph 30.3, aorn to such new owner, and upon request, enter into anew lease, containing allof theterms and provisions of this Lease, with such new owner for theremainder of theterm hereof, or, at theelecon ofthe new owner, this Leasewill automacallybecome anew leasebetween Lessee and such new owner, and (ii)Lessor shallthereaer be relieved of anyfurther obligaons hereunder and such new owner shall assumeall ofLessor' s obligaons, except that such new owner shallnot: (a) be liablefor any act or omission of any prior lessor or with respect to events occurring prior to acquision ofownership; (b) besubject to anyoffsets or defenses which Lesseemight have against anyprior lessor,( c) be bound byprepayment ofmore than one month's rent, or (d) be liablefor the returnof anysecuritydeposit paid to anyprior lessor which was not paid or credited to such new owner.

30.3 Non-Disturbance. With respect to Security Devices entered into byLessor aer theexecuon ofthis Lease, Lessee' s subordinaon ofthis Leaseshall be subject to receiving acommerciallyreasonablenon- disturbance agreement (a "Non-DisturbanceAgreement") fromtheLender which Non-Disturbance Agreement provides that Lessee' s possession ofthePremises, and this Lease, including anyopons to extend the termhereof, will not be disturbed so long as Lessee is not in Breach hereof and aorns to therecord owner of thePremises. Further, within 60 days aer theexecuon ofthis Lease, Lessor shall, ifrequested byLessee, use its commerciallyreasonable efforts to obtain aNon-Disturbance Agreement from theholder ofanypre-exisng SecurityDevice which is secured bythe Premises. In the event that Lessor is unableto provide theNon-Disturbance Agreement within said 60 days, then Lessee may, at Lessee' s opon, directly contact Lender and aempt to negoate for the execuon and delivery ofa Non-Disturbance Agreement.

30.4 Self-Execung. Theagreements contained in this Paragraph 30 shallbe effecvewithout the execuon of anyfurther documents; provided, however, that, upon wrien request from Lessor or a Lender in connecon with asale,nancing or renancing ofthePremises, Lesseeand Lessor shallexecute such further wrings as may bereasonably required to separately document any subordinaon, aornment and/ or Non-Disturbance Agreement provided for herein.

31. Aorneys' Fees. IfanyParty or Broker brings an acon or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereaer dened) in any such proceeding, acon, or appeal thereon, shall beentled to reasonableaorneys' fees. Such fees may be awarded in the samesuit or recovered in aseparatesuit, whether or not such acon or proceeding is pursued to decision or judgment. Theterm," Prevailing Party" shall include, without limitaon, aPartyor Broker who substanally obtains or defeats therelief sought, as the casemay be, whether by compromise, selement, judgment, or the abandonment bythe other Party or Broker ofits claim or defense. Theaorneys' fees award shallnot be computed in accordance with anycourt fee schedule, but shallbe such as to fully reimburse allaorneys' fees reasonably incurred. In addion, Lessor shallbeentled to aorneys' fees, costs and expenses incurred in the preparaon and service ofnoces ofDefault and consultaons in connecon therewith, whether or not alegal acon is subsequently commenced in connecon with such Default or resulng Breach ($ 200 is areasonable minimum per occurrence for such services and consultaon).

32. Lessor' s Access; Showing Premises; Repairs. Lessor and Lessor' s agents shall have the right to enter thePremises at any me,in the caseof an emergency, and otherwise at reasonable mes aer reasonableprior nocefor thepurpose ofshowing the sameto prospecve purchasers, lenders, or tenants, and making such alteraons, repairs, improvements or addions to the Premises as Lessor may deemnecessaryor desirableand theerecng, using and maintaining ofulies, services, pipes and conduits through thePremises and/ or other premises as long as there is no materialadverseeffect on Lessee' s useofthe Premises. Allsuch acvies shall bewithout abatement ofrent or liability to Lessee.

33. Aucons. Lessee shallnot conduct, nor permit to beconducted, anyaucon upon the Premiseswithout Lessor' s prior wrien consent. Lessor shallnot be obligated to exerciseany standard ofreasonableness in determining whether to permit an aucon.

34. Signs. Lessor mayplaceon the Premises ordinary "For Sale" signs at any me and ordinary " ForLease"signs during thelast 6months oftheterm hereof. Except for ordinary " For Sublease" signs which may beplaced onlyon thePremises, Lessee shallnot place anysign upon the Project without Lessor' s prior wrien consent.

Allsigns must comply with allApplicable Requirements.

35. Termina on; Merger. Unless specically stated otherwisein wring by Lessor, thevoluntary or other surrender ofthis Leaseby Lessee, themutual terminaon or cancellaon hereof, or aterminaon hereof byLessor for Breach byLessee, shall automacallyterminateanysubleaseor lesser estate in thePremises; provided, however, that Lessor may elect to connue anyone or all exisng subtenancies. Lessor' s failure within 10 days following any such event to elect to thecontrary by wrien noce to the holder ofany such lesser interest, shall constute Lessor' s elecon to havesuch event constute theterminaon ofsuch interest.

36. Consents. All requests for consent shallbe in wring. Except as otherwise provided herein, wherever in this Lease theconsent of aParty is required to an act by or for theother Party, such consent shallnot be unreasonably withheld or delayed. Lessor' s actualreasonablecosts and expenses ( including but not limited to architects', aorneys', engineers' and other consultants' fees) incurred in theconsideraon of, or response to, arequest byLessee for any Lessor consent, including but not limited to consents to an assignment, a subleng or thepresence or use of aHazardous Substance, shallbe paid by Lessee upon receipt ofan invoiceand supporng documentaon therefor. Lessor' s consent to anyact, assignment or subleng shallnot constute an acknowledgment that no Default or Breach byLessee ofthis Leaseexists, nor shallsuch consent be deemed awaiver ofany then exisng Default or Breach, except as maybeotherwise specically stated in wring by Lessor at the me ofsuch consent. The failureto specifyherein any parcular condion to Lessor' s consent shallnot preclude the imposion byLessor at the meof consent of such further or other condions as are then reasonable with reference to the parcular maer for which consent is being given. In the event that either Party disagrees with any determinaon madeby theother hereunder and reasonably requests the reasons for such determinaon, the determining party shallfurnish its reasons in wring and in reasonable detailwithin 10 business days following such request.

37. Guarantor.

37.1 Execuon. TheGuarantors, ifany, shalleach execute a guaranty in theform most recently published byAIR CRE.

37.2 Default. Itshall constute a Default ofthe Lesseeif anyGuarantor fails or refuses, upon request to provide: ( a) evidence oftheexecuon ofthe guaranty, including the authority of thepartysigning on Guarantor' s behalf to obligate Guarantor, and in the caseofa corporate Guarantor, acered copy ofa resoluon of its DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F

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2019 AIR CRE. All Rights Reserved. Last Edited: 1/23/2023 10:34 AM MTG-24.40, Revised10-22-2020 Page 16 of 18
board of directors authorizing themaking of such guaranty,( b) current nancial statements,( c) an Estoppel Cercate, or (d) wrien conrmaon that theguaranty is sllin effect.

38. Quiet Possession. Subject to payment byLessee oftheRent and performance ofall ofthecovenants, condions and provisions on Lessee' s part to be observed and performed under this Lease, Lesseeshall havequiet possession and quiet enjoyment of thePremises during theterm hereof.

39. Opons. If Lesseeis granted anyopon, as dened below, then the following provisions shallapply.

39.1 Denion." Opon" shall mean: ( a)theright toextend or reduce the term of orrenew this Leaseor to extend or reduce the term of orrenew any lease that Lessee has on other property of Lessor;( b) theright ofrst refusal or rst offer to lease either the Premises or other property of Lessor;( c) theright to purchase, the right ofrst offer to purchase or the right of rst refusal to purchase the Premises or other property of Lessor.

39.2 Opons Personal ToOriginal Lessee. AnyOpon granted to Lessee in this Lease is personal to theoriginal Lessee, and cannot be assigned or exercised by anyoneother than said originalLesseeand onlywhile theoriginal Lesseeis in fullpossession ofthePremises and, if requested byLessor, with Lessee cerfying that Lesseehas no intenon ofthereaer assigning or subleng.

39.3 Mulple Opons. In theevent that Lesseehas anymulple Opons to extend or renew this Lease, alater Opon cannot be exercised unless the prior Opons have been validly exercised.

39.4 Effect of Default on Opons.
a) Lessee shallhave no right to exercise an Opon: (i)during the period commencing with thegiving ofany noceofDefault and connuing unlsaid Default is cured,( ii) during theperiod of me anyRent is unpaid (without regard to whether nocethereof is given Lessee),( iii)during the me Lesseeis in Breach of this Lease, or (iv) in theevent that Lessee has been given 3or morenoces ofseparateDefault, whether or not theDefaults arecured, during the 12 month period immediatelypreceding theexercise oftheOpon.
b) Theperiod of me within which an Opon may beexercised shall not be extended or enlarged byreason ofLessee' s inability to exercise an Opon because of the provisions ofParagraph 39.4(a).
c) An Opon shallterminate and beof no further force or effect, notwithstanding Lessee' s due and melyexerciseof theOpon, if,aer such exercise and prior to the commencement ofthe extended term or compleon ofthepurchase,( i)Lessee fails to pay Rent for aperiod of 30 days aer such Rent becomes due without any necessityof Lessor to give nocethereof), or (ii) ifLesseecommits aBreach ofthis Lease.

40. Security Measures. Lesseeherebyacknowledges that the Rent payable to Lessor hereunder does not include thecost ofguard serviceor other security measures, and that Lessor shallhaveno obligaon whatsoever to provide same. Lessee assumes all responsibility for the protecon of thePremises, Lessee, its agents and invitees and their property from theacts ofthird pares.

41. Reservaons. Lessor reserves theright: (i)to grant, without the consent or joinder of Lessee, such easements, rights and dedicaons that Lessor deems necessary;( ii) to cause the recordaon of parcelmaps and restricons; and (iii)to create and/ or installnew ulity raceways, so long as such easements, rights, dedicaons, maps, restricons, and ulityraceways do not unreasonably interferewith the useof thePremises byLessee. Lesseeagrees to sign any documents reasonably requested byLessor to effectuatesuch rights.

42. Performance Under Protest. Ifat any me adispute shall ariseas to any amount or sum ofmoney to be paid byone Partyto the other under theprovisions hereof, the Partyagainst whomtheobligaon to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as avoluntary payment and there shall survive theright on thepart ofsaid Party to instute suit for recovery of such sum. Ifit shall be adjudged that there was no legalobligaon on thepart ofsaid Party to paysuch sum or any part thereof, said Partyshall beentled to recover such sumor so much thereof as it was not legallyrequired to pay. AParty who does not iniate suit for the recovery of sums paid "under protest" within 6months shall bedeemed to have waived its right to protest such payment.

43. Authority; MulplePares; Execuon.
a) If either Party hereto is acorporaon, trust, limited liability company, partnership, or similar enty, each individual execung this Lease on behalf of such enty represents and warrants that he or she is duly authorized to execute and deliver this Leaseon its behalf. Each Party shall, within 30 days aer request, deliver to theother Party sasfactoryevidence ofsuch authority. b) Ifthis Leaseis executed bymore than one person or enty as "Lessee", each such person or enty shallbe jointlyand severally liablehereunder. It is agreed that anyone ofthenamed Lessees shall beempowered to execute any amendment to this Lease, or other document ancillary thereto and bind all ofthe named Lessees, and Lessor mayrelyon thesame as if allofthe named Lessees had executed such document. c) This Lease maybe executed bythe Pares in counterparts, each ofwhich shall bedeemed an originaland allof which together shall constute one and the sameinstrument.

44. Conict. Any conict between the printed provisions ofthis Lease and the typewrien or handwrien provisions shall becontrolled bythetypewrien or handwrien provisions.

45. Offer. Preparaon ofthis Lease byeither partyor their agent and submission of sameto the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding unlexecuted and delivered byall Pares hereto.

46. Amendments. This Leasemaybe modied only in wring, signed bythe Pares in interest at the meof themodicaon. As long as theydo not materially change Lessee' s obligaons hereunder, Lesseeagrees to makesuch reasonable non-monetary modicaons to this Leaseas maybereasonably required by aLender in connecon with the obtaining ofnormal nancing or renancing of thePremises.

47. Waiver of Jury Trial. THE PARTIESHEREBY WAIVE THEIR RESPECTIVE RIGHTSTO TRIAL BY JURY IN ANY ACTION OR PROCEEDINGINVOLVINGTHE PROPERTY OR ARISING OUT OF THISAGREEMENT.

48. Arbitraon ofDisputes. AnAddendum requiring the Arbitraonofall disputes between thePares and/ orBrokersarising outof thisLease is isnot aached to this Lease.

49. Accessibility; Americanswith DisabiliesAct.
a) The Premises:
have not undergone an inspecon bya CeredAccess Specialist( CASp). Note: A CeredAccess Specialist( CASp) can inspect the subject premisesand DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F

INITIALS INITIALS
2019 AIR CRE. All Rights Reserved. Last Edited: 1/23/2023 10:34 AM MTG-24.40, Revised10-22-2020 Page 17 of 18
determine whether thesubject premises comply with allof the applicable construcon-related accessibilitystandards under state law. Although state law does not require a CASp inspecon ofthesubject premises, the commercial property owner or lessor maynot prohibit thelessee or tenant fromobtaining aCASpinspecon of the subject premises for theoccupancy or potenaloccupancy ofthe lesseeor tenant, ifrequested bythelessee or tenant. Thepares shall mutuallyagree on the arrangements for the me and manner of theCASp inspecon, the payment ofthe feefor theCASpinspecon, and the cost ofmaking anyrepairs necessary to correct violaons ofconstrucon- related accessibilitystandards within thepremises. have undergone aninspecon byaCered AccessSpecialist ( CASp) and itwasdetermined thatthe Premisesmetall applicable construcon-related accessibility standards pursuant to California CivilCode§ 55.51 et seq. Lessee acknowledges that it received acopyoftheinspecon report at least 48 hours prior to execung this Leaseand agrees to keep such report condenal.
have undergone aninspecon byaCered AccessSpecialist ( CASp) and itwasdetermined thatthe Premisesdidnot meetall applicable construcon-related accessibilitystandards pursuant to California CivilCode §55.51et seq. Lesseeacknowledges that it received acopyoftheinspecon report at least 48 hours prior to execung this Leaseand agrees to keep such report condenalexcept as necessary to completerepairs and correcons of violaons of construcon related accessibilitystandards.

In the event that thePremises have been issued an inspecon report bya CASpthe Lessor shallprovide acopy ofthedisability access inspecon cercate to Lessee within 7days of theexecuon of this Lease.
b) Sincecompliance with the Americans with Disabilies Act (ADA) and other state and local accessibilitystatutes aredependent upon Lessee' s specic useof thePremises, Lessor makes no warranty or representaon as to whether or not the Premises comply with ADAor anysimilar legislaon. In theevent that Lessee' s use ofthe Premises requires modicaons or addions to the Premises in order to be in compliance with ADAor other accessibilitystatutes, Lesseeagrees to makeany such necessary modicaons and/or addions at Lessee's expense.

LESSOR AND LESSEEHAVE CAREFULLY READAND REVIEWEDTHIS LEASEAND EACHTERM AND PROVISION CONTAINED HEREIN, ANDBY THEEXECUTION OF THIS LEASESHOW THEIR INFORMED ANDVOLUNTARY CONSENT THERETO. THEPARTIES HEREBY AGREETHAT, AT THE TIMETHISLEASE ISEXECUTED, THETERMSOF THISLEASE ARECOMMERCIALLY REASONABLEANDEFFECTUATE THEINTENT ANDPURPOSE OF LESSOR AND LESSEEWITH RESPECT TOTHE PREMISES.

ATTENTION : NOREPRESENTATION OR RECOMMENDATION IS MADEBY AIR CRE OR BY ANY BROKER AS TOTHELEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCESOF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES AREURGED TO:

1. SEEK ADVICE OF COUNSEL AS TOTHE LEGAL ANDTAX CONSEQUENCESOF THISLEASE.

2. RETAIN APPROPRIATE CONSULTANTSTOREVIEW ANDINVESTIGATE THE CONDITION OF THEPREMISES. SAID INVESTIGATION SHOULDINCLUDE BUT NOT BE LIMITEDTO: THEPOSSIBLE PRESENCEOF HAZARDOUS SUBSTANCES, THE ZONINGOF THEPREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THEROOF ANDOPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THESUITABILITY OF THEPREMISES FOR LESSEE' SINTENDED USE.

WARNING : IF THE PREMISESARELOCATED IN ASTATEOTHER THAN CALIFORNIA, CERTAIN PROVISIONSOF THE LEASEMAY NEEDTO BEREVISEDTO COMPLY WITH THE LAWS OF THE STATEIN WHICH THEPREMISES ARELOCATED.

The pares hereto have executed this Lease at the placeand on thedates specied above their respecvesignatures.

Executedat:

On:

By LESSOR:

The Institute of Electrical and Electronics Engineers
By:

NamePrinted:

Title:

Phone:

Fax:

Email:

By:

NamePrinted:

Title:

Phone:

Fax:

Email:

Address:

Federal ID No.:

Executedat:

On:

By LESSEE:

The City of Los Alamitos
By:

NamePrinted:

Title:

Phone:

Fax:

Email:

By:

NamePrinted:

Title:

Phone:

Fax:

Email:

Address:

Federal ID No.:

BROKER
Lee & Associates Commercial Real Estate Services, Inc.

South Bay dba Lee & Associates Los Angeles- Long
Beach, Inc.

BROKER
Lee & Associates Commercial Real Estate Services, Inc., South Bay dba Lee & Associates Los Angeles - Long
Beach, Inc.

DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F 95- 2133135
3191 Katella Avenue
562 431- 3538
City Manager
Csimmons@cityoflosalamitos. org
Chet Simmons
Tdoby@cityoflosalamitos. org
Mayor
5624313538
DobyMelissa Russell Tanya
m. a. russell@computer. org
703. 868. 1786
Executive Director, IEEE CS
Staff
Sumit Kacker
13- 1656633
10662 Los Vaqueros Circle, Los Alamitos, CA
s. kacker@computer. org
6574659068

INITIALS INITIALS
2019 AIR CRE. All Rights Reserved. Last Edited: 1/23/2023 10:34 AM MTG-24.40, Revised10-22-2020 Page 18of 18
An: Shaun McCullough
Title: Principal
Address: 5000 E Spring Street, Suite 600
Long Beach, CA 90815
Phone: 562-354-2500
Fax: 562-354-2501
Email: smccullough@leelalb. com
Federal ID No.: 33-0381802
BrokerDRE License#: 01069854
AgentDRE License#: 01380928
An: Shaun McCullough
Title: Principal
Address: 5000 E Spring Street, Suite 600
Long Beach, CA 90815
Phone: 562-354-250
Fax: 0562-354-2501
Email: smccullough@leelalb. com
Federal ID No.: 33-0381802
BrokerDRE License#: 01069854
AgentDRE License#: 01380928
AIR CRE * hps://www.aircre.com * 213-687-8777 * contracts@aircre. com NOTICE: Nopart of theseworks may be reproduced in any form without permission in wring.

DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F

INITIALS INITIALS
2017 AIR CRE. All Rights Reserved. Last Edited: 1/23/2023 10:34 AM OE-7.00, Revised11-05-2021 Page 1 of 2

OPTION( S) TO EXTEND TERM

STANDARDLEASE ADDENDUM
Dated: January 12, 2023
By and Between
Lessor: The Institute of Electrical and Electronics Engineers Lessee: The City of Los Alamitos
Property Address: 10662 Los Vaqueros Circle, Los Alamitos, CA 90720 street address, city,state, zip)
Paragraph: 50 OPTION( S) TOEXTEND TERM. Subject to the terms, condions and provisions of Paragraph 39, LessorgrantsLessee two (2) opon(s) to extend the term of the Lease (" Extension Opon(s)"), with eachExtension Oponbeingfor aterm of thirty-six (36) months, commencing whentheprior term expires ("Opon Term( s)"). In order to exercise an Extension Opon, Lesseemust give wrien noce ofsuch elecon to Lessor and Lessor must receive such noceat least three (3) butnot more than six (6) monthsprior tothedate thatthe applicable OponTerm wouldcommence, mebeing of theessence. If melyand proper nocaon ofthe exerciseofan ExtensionOpon is not given byLessee and/or received byLessor,such ExtensionOpon shallautomacally expire. Except as specicallymodied, theterms, condions and provisions ofthe Leaseshall apply during Opon Term s but theamount of Rent during Opon Term s shall be established by using the method(s) selected below (checkmethod( s) to be used and ll in appropriately):

I. Consumer PriceIndex.
a) Duringthe OponTerm( s) whichstart( s) on , the monthlyBaseRent shallbe increasedon and every monthsthereaer during such Opon Term( s) (" Opon Term CPI IncreaseDate( s)") commensurate with theincrease in theOpon Term CPI ( as herein dened) determined as follows: the monthly BaseRent scheduled for themonth immediately preceding the rst occurring Opon TermCPI Increase Date shall bemulplied bya fracon thedenominator of which is theOpon Term Base CPI ( as herein dened), and thenumerator of which is theOpon Term Compariso n CPI ( as herein dened). The amount so calculated shallconstute thenew BaseRent unlthenext Opon Term CPIIncrease Date during the applicableOpon Term , but in no event shall anysuch new Base Rent be less than theBase Rent for the month immediately preceding the applicable Opon Term CPIIncrease Date. b) Theterm" Opon TermCPI" shallmeanthe Consumer Price Index ofthe Bureau of LaborStascs oftheU.S. Departmentof Laborfor (select one):

CPIW (UrbanWage EarnersandClerical Workers) or CPIU(All UrbanConsumers), for (llin UrbanArea): or thearea inwhich thePremises islocated, AllItems (1982-1984 = 100). The term" Opon Term Comparison CPI" shallmean the CPI ofthe calendar month which is 2fullmonths prior to the applicable Opon TermCPIIncreaseDate. Theterm" OponTerm BaseCPI" shallmeanthe CPIof thecalendarmonth whichis 2fullmonths priorto (selectone): Commencement Date of theOriginal Term, startof theapplicable OponTerm, or ( llinmonth). c) Ifcompilaon and/ or publicaon of theCPI is transferred to another governmental department, bureau or agencyor is disconnued, then instead the index most nearlythe sameas the CPIshall beused to calculate the BaseRent increases hereunder. IfthePares cannot agree on such alternave index, then the maer shall besubmied for decision to theAmerican Arbitraon Associaon in accordance with thethen rules ofsaid associaon and the decision of thearbitrators shall be binding upon thepares, with thecost ofsuch arbitraon being paid equally by the Pares.

II. Fixed Percentage. Duringthe OponTerm( s) which start(s) on , themonthly BaseRentshall beincreased on and every months thereaer during suchOpon Term(s)(" Opon Term PercentageIncrease Date(s)") by percent ( %) of themonthly BaseRentscheduled tobe paidfor the month immediatelypreceding theapplicable Opon TermPercentage Increase Date.

III. Fair MarketValue.
a) Duringthe OponTerm( s) whichstart( s) on 37 months after the initial Lease Term , the amountof Rentshallbe theamount forecasted to be the fair market rentalvalue of the Premises during such Opon Term establishe d pursuant to the procedures, terms, assumpons and condions set forth herein Fair Market Value"); provided, however, regardless of such Fair Market Value , BaseRent during an Opon Term shall not be less than theBase Rent scheduled as of when the prior term expires. Starng as of Lessee' s exercise oftheapplicable Extension Opon (but not earlier than six (6) months before start of the applicable Opon Term), thePares shallfor thirty (30) days (" Negoaon Period") aempt to agree upon the Fair Market Value. If during theNegoaon Period the Pares do not agree on the Fair Market Value , then the Fair Market Valueshall be established pursuant to theprocedures set forth herein, which shall be binding. b) Each Party shall, within een (15) days aer theend ofthe Negoaon Period, in wring submit to theother Party such Party' s determinaon oftheFair Market Value (" Submied Value( s)"). Ifa Partyfails to mely provide aSubmied Value ,then theother Party' s Submied Value shall bethe Fair Market Value. If both Pares melyprovide Submied Values , then each Party shall, within een (15) days aer both Pares haveexchanged Submied Values , in wring nofy the other Party of such Party' s selected arbitrator who shall meet the qualicaons set forth herein ("Advocate Arbitrator(s)"). Lessor and Lessee mayselect an Advocate Arbitrator who is favorable to such Party' s posion and may,prior to or aer appointment of an AdvocateArbitrator, consult with such Party' s Advocate Arbitrator. If aPartyfails to melyand properly provide noce ofsuch Party' s chosen Advocate Arbitrator, then theother Party' s Submied Value shallbethe Fair Market Value. c) Ifboth Pares mely and properly designate Advocate Arbitrators, then such Advocate Arbitrators shall, within een (15) days aer their selecon, choosea third (3rd) neutralarbitrator who shallmeet thequalicaons set forth herein (" Neutral Arbitrator"). The Neutral Arbitrator shall beengaged jointly by Lessor and Lessee. IfAdvocate Arbitrators failto agree upon and melyappoint aNeutralArbitrator, then the President of AIR CREshall appoint such Neutral Arbitrator within een (15) days aer request byeither Party. If the President ofAIR CREdoes not melyappoint theNeutralArbitrator, then either Party may le an appropriate legalacon for ajudgewith competent jurisdicon over thePares to appoint the NeutralArbitrator.

DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F

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d) TheAdvocate Arbitrators and the NeutralArbitrator (" Arbitrator(s)") shallbe dulylicensed real estatebrokers or salespersons in good standing in the state in which thePremises is located, shall havebeen acveover the ve(5) year period before their appointment in the leasing ofproperes similar to thePremises within the generalreal estatemarket of thePremises. The NeutralArbitrator shall addionallynotberelated to or affiliated with either Party or Advocate Arbitrator, and shall not have previously represented in arealestatetransacon aPartyor anyonerelated to or affiliated with aParty.Allmaers to be determined bythe Arbitrators shall bedecided byamajority voteof theArbitrators, with each Arbitrator having one (1) vote. The Arbitrators may, as the Arbitrators determine, hold hearings and require briefs, including market data and addional informaon. e) Within thirty (30) days aer selecon of theNeutral Arbitrator, the three Arbitrators shall rst reach adecision as to their own independent opinion ofthe Fair Market Value establishe d by taking into account the terms, assumpons and condions set forthherein (" Arbitrators' Market Value"), then decide which Party' s Submied Value is closer in monetaryamount to the Arbitrators' Market Value (" Selected Market Value"), then provide thePares acopy oftheArbitrators' Market Value and nallynofy thePares of theSelected Market Value. TheSelected Market Value shallbethe Fair Market Value. The Arbitrator s shall have no right to decide a Selected Market Value which is acompromise to (or modicaon of) the Submied Values. The decisio n ofthe Arbitrators shallbe binding upon thePares.

ThePartywhoseSubmied Value is not theSelected Market Value shall, within ten (10) days aertheArbitrators decide the Selected Market Value , pay the fees and costs of all three (3) Arbitrators.
f) Ifthe Fair Market Value has not been established before thestart ofthe applicable Opon Term, then Lessee shall connue to pay to Lessor rent in the amount payable for the month immediatelypreceding thestart ofsuch Opon Term and Lessor' s acceptance ofsuch rent shallnot waive, adverselyaffect or prejudice the Pares' right to complete establishment of theFair Market Value or Lessor' s right to collect thefullamount ofthe Fair Market Value once the Fair Market Value is established. Lessee shall, within ten (10) days aer establishment of theFair Market Value ,pay to Lessor any deciencyin rent then due for the Opon Term.

Following establishment ofFair Market Value ,the Pares shall, within ten (10) days aer request by either Party, sign an amendment to this Lease to conrm theFair Market Value and the expiraon date of this Lease, but the Pares' failureto request or to sign such an amendment shallnot affect establishment of theFair Market Value or extension of theLeaseterm.
g) The Arbitrators, in deciding the Arbitrators' Market Value , shalltakeinto account rent rates, rent abatements, periodic rent increases, real property taxes, insurance premiums and other operang expenses, tenant improvement and other applicable allowances, building services, length of leasetermand other factors professional real estatebrokers and/ or appraisers customarily consider in determining fair market rent of property in an arm's length transacon by ready, willing and ablepares for space ofcomparable locaon, size, age, condion, quality, parking, visibility, view, signageand accessibilityifthe Premises were marketed in anormal and customary mannerfor areasonable length ofme on the open market to beleased to atenant with nancial strength and credit worthiness comparable to Lesseeand guarantors (if any) ofthis Lease( as ofLessee' s exerciseofthe Extension Opon) for atermcomparableto the length of the applicable Opon Term and used for theAgreed Use( or other reasonablycomparable uses). TheArbitrators, in deciding the Arbitrators' Market Value, shallnot consider as a comparable transacon any ofthe following: a sublease, lease assignment, lease renewal or extension; leasewith atenant that has equity, is related to or affiliated with the landlord; or aleaseofspacethat was subject to aright ofrst refusal, right ofrst offer, expansion opon or other encumbrances. The Arbitrators, in deciding the Arbitrators' Market Value ,shall reduce theFair Market Value on account ofAlteraons and improvements made byLesseeto theextent thecost thereof was paid solelyby Lessee( in excess ofany applicable improvement allowance, abated rent in lieu ofimprovement allowanceor other consideraon provided byLessor for Lessee' s improvement ofthe Premises), shallnot reduce the Fair Market Value on account ofany real estate brokerage commission savings byLessor, and shallnot reduce the Fair Market Value on account ofdeferred maintenanceor repair ofthe Premises for which Lesseewas responsible under theLeasebut did not perform.

IV. FixedRental Adjustment( s) (" FRA").

Themonthly BaseRent shallbeincreased to the following amounts on thedates set forth below:

On (ll in FRA Adjustment Date(s)): Thenew BaseRent shallbe:

V. Connuaonof OriginalTermAdjustments.

Themonthly BaseRent during theOpon Term(s) which start(s) on shall beincreased inaccordance with thesame formulaprovided in theLease tobe usedto calculate increases in the BaseRent during theOriginal Termof theLease.

BROKER' SFEE: For each adjustment in BaseRent specied above, theBrokers shall bepaid aBrokerageFee in accordance with paragraph 15 ofthe Leaseor if applicable, paragraph 9of theSublease.

AIR CRE * hps://www.aircre.com * 213-687-8777 * contracts@aircre. com NOTICE: Nopart of theseworks may be reproduced in any form without permission in wring.

DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F

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ADDENDUM TO LEASE
Date: January 12, 2023
By and Between
Lessor: The Institute of Electrical and Electronics Engineers Lessee: The City of Los Alamitos
Property Address: 10662 Los Vaqueros Circle, Los Alamitos, CA 90720 street address, city,state, zip)
Paragraph: 51 - 53
In the event of anyconict between theprovisions ofthis Addendum and the printed provisions oftheLease, this Addendum shallcontrol.

51. This Standard Multi-Tenant Office Lease- Gross, has been prepared by Lee & Associates Commercial Real Estate Services, Inc.- South Bay dba Lee & Associates Los Angeles - Long Beach, Inc. at the request of Lessor and Lessee. This Lessor and Lessee agree to indemnify andholdharmlessLee & Associates Commercial Real Estate Services,Inc.- South Bay dba Lee & Associates Los Angeles- LongBeach, Inc., itsrespective Agents and Employees, for any Liability of Loss, including without limitation, Attorney fees and costs that may be occasioned as a result of completing this Standard Multi-Tenant Office Lease- Gross. Lessor and Lessee acknowledge being advised by Lee & Associates Commercial Real Estate Services, Inc. - South Bay dba Lee & Associates Los Angeles - Long Beach, Inc. to have this Standard Multi-Tenant Office Lease- Gross reviewed by their respective Attorneys, Accountants, or Insurance Agents for professional advice. The information contained herein has been obtained from sources believed reliable, but not guaranteed. While we do not doubt its accuracy, we have not verified it and make no guarantee, warranty or representation about it. Any projections, opinions, assumptions or estimates used are for example only and do not represent the current or future performance of the property. Lessee should conduct a careful, independent investigation of the property during their due diligence to determine to their satisfaction the accuracy and completeness of the information contained herein.

52. Base Rent shall increase five percent ( 5%) per annum on each anniversary date.

53. Lessee to take possession of the premises in an "As-Is" condition.

AIR CRE * hps://www.aircre.com * 213-687-8777 * contracts@aircre. com NOTICE: Nopart of theseworks may be reproduced in any form without permission in wring.

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DISCLOSURE REGARDING REALESTATE AGENCY RELATIONSHIP
Asrequired by the Civil Code)
When you enter into adiscussion with arealestateagent regarding arealestatetransacon, you should from theoutset understand what type of agencyrelaonship or representaon you wish to have with theagent in the transacon.

SELLER' SAGENT
ASeller's agent under alisng agreement with the Seller acts as theagent for the Seller only. ASeller' s agent or asubagent of that agent has thefollowing affirmave obligaons:

To the Seller: A duciary dutyof utmost care, integrity, honesty and loyaltyin dealings with theSeller.

To the Buyer and theSeller:
a) Diligent exerciseof reasonable skilland care in performance of theagent' s dues. b) A duty ofhonest and fair dealing and good faith.
c) Aduty to disclose allfacts known to the agent materially affecng thevalue or desirability ofthe property that are not known to, or within thediligent aenon and observaon of,the pares.

An agent is not obligated to reveal to either party any condenalinformaon obtained from the other party that does not involvetheaffirmave dues set forth above.

BUYER' SAGENT
ABuyer's agent can, with aBuyer's consent, agree to act as agent for theBuyer only. In thesesituaons, theagent is not the Seller's agent, even ifby agreement the agent may receivecompensaon for services rendered, either in full or in part from the Seller. Anagent acng only for aBuyer has the following affirmave obligaons:

To the Buyer: A duciary duty of utmost care, integrity, honesty and loyaltyin dealings with theBuyer.

To the Buyer and theSeller:
a) Diligent exerciseof reasonable skilland care in performance of theagent' s dues. b) A duty ofhonest and fair dealing and good faith.
c) Aduty to disclose allfacts known to the agent materially affecng thevalue or desirability ofthe property that are not known to, or within thediligent aenon and observaon of, thepares.

An agent is not obligated to reveal to either party any condenalinformaon obtained from the other party that does not involvetheaffirmave dues set forth above.

AGENT REPRESENTING BOTHSELLER ANDBUYER
Arealestateagent, either acng directly or through oneor moresalesperson and broker associates, can legallybe theagent ofboth the Seller and theBuyer in a transacon, but onlywith theknowledge and consent of both the Seller and the Buyer.

In a dual agency situaon, theagent has the following affirmave obligaons to both theSeller and theBuyer:
a) A duciary duty ofutmost care, integrity, honesty and loyalty in thedealings with either theSeller or theBuyer. b) Other dues to the Seller and the Buyer as stated above in their respecve secons.

In represenng both Seller and Buyer, a dual agent maynot, without theexpress permission of the respecve party, discloseto the other party condenal informaon, including, but not limited to, facts relang to either the Buyer's or Seller's nancial posion, movaons, bargaining posion, or other personal informaon that mayimpact price, including the Seller's willingness to accept apriceless than the lisng priceor theBuyer' s willingness to pay aprice greater than the price offered.

SELLER AND BUYER RESPONSIBILITIES
Either the purchase agreement or aseparatedocument will contain aconrmaon ofwhich agent is represenng you and whether that agent is represenng you exclusively in thetransacon or acng as adual agent. Pleasepayaenon to that conrmaon to make sureit accurately reects your understanding of your agent’s role. The above dues ofthe agent in arealestatetransacon do not relieve aSeller or Buyer from theresponsibility to protect his or her own interests. You should carefully read allagreements to assure that theyadequately express your understanding ofthe transacon. Arealestate agent is aperson qualied to advise about real estate. If legal or tax advice is desired, consult acompetent professional. If you area Buyer, you havetheduty to exercise reasonablecare to protect yourself, including as to those facts about the propertywhich areknown to you or within your diligent aenon and observaon. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of atransacon can be complex and subject to change.

Throughout your real property transacon you may receive more than one disclosure form, depending upon the number ofagents assisng in thetransacon. The law requires each agent with whomyou have more than acasualrelaonship to present you with this disclosure form. You should read its contents each me it is presented to you, considering therelaonshipbetween you and thereal estateagent in your specictransacon. This disclosureform includestheprovisions of Secons2079. 13 to2079.24, inclusive, of the Civil Code set forth on page2. Read it carefully. I/WE ACKNOWLEDGERECEIPT OF ACOPY OF THIS DISCLOSUREAND THE PORTIONS OF THE CIVIL CODEPRINTED ON THE BACK (OR ASEPARATEPAGE).

Lessee: Name Printed: ___________, Title: ____________, Company Name: City of Los Alamitos Buyer Seller Lessor Lessee x Date:

Buyer Seller Lessor Lessee Date:

Agent: Lee & Associates Commercial Real Estate Services Inc. - South Bay dba Lee & Associates Los Angeles - Long Beach, Inc . DRELic. #: 01069854
Real Estate Broker (Firm)
DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F 3/ 8/ 2023
2/ 28/ 2023
Tanya Doby Mayor

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2019 AIR CRE. All Rights Reserved. Last Edited: 1/23/2023 10:34 AM AD-3.01, Revised10-22-2020 Page 2 of 4
By: Shaun McCullough, Principal DRE Lic. #: 01380928 Date:

Salesperson or Broker-Associate)
THISFORM HASBEEN PREPAREDBYAIR CRE. NO REPRESENTATION ISMADEAS TO THE LEGALVALIDITYOR ADEQUACYOF THISFORM FOR ANYSPECIFIC TRANSACTION. PLEASESEEK LEGALCOUNSELAS TO THE APPROPRIATENESSOF THISFORM.

DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F 2/ 28/ 2023

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2019 AIR CRE. All Rights Reserved. Last Edited: 1/23/2023 10:34 AM AD-3.01, Revised10-22-2020 Page 3 of 4

DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
CIVIL CODESECTIONS 2079. 13 THROUGH 2079. 24( 2079. 16 APPEARS ON THE FRONT) 2079.13. As used in Secons 2079.7 and 2079.14 to 2079.24, inclusive, thefollowing terms have the following meanings:
a)“ Agent” means aperson acng under provisions ofTitle 9 (commencing with Secon 2295) in a real property transacon, and includes aperson who is licensed as arealestatebroker under Chapter 3(commencing with Secon 10130) ofPart 1 ofDivision 4oftheBusiness and Professions Code, and under whose license alisng is executed or an offer to purchase is obtained. The agent in the real property transacon bears responsibility for that agent’s salespersons or broker associates who perform as agents ofthe agent. When asalesperson or broker associateowes aduty to any principal, or to any buyer or seller who is not aprincipal, in arealproperty transacon, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate funcons.( b)“ Buyer” means a transferee in a real property transacon, and includes aperson who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than acasual,transitory, or preliminary manner, with theobject of entering into a real property transacon.“ Buyer” includes vendee or lessee of real property.( c)“ Commercialrealproperty” means all realproperty in the state, except ( 1) single-family residenal real property,( 2) dwelling units made subject to Chapter 2(commencing with Secon 1940) of Title 5,( 3) a mobile home, as dened in Secon 798.3,( 4) vacant land, or (5) a recreaonal vehicle, as dened in Secon 799.29.( d)“ Dual agent” means an agent acng, either directly or through asalesperson or broker associate, as agent for both the seller and the buyer in a real property transacon.( e)“ Lisng agreement” means awrien contract between aseller of real property and an agent, by which the agent has been authorized to sell the real property or to nd or obtain abuyer,including rendering other services for which arealestatelicenseis required to the seller pursuant to the terms of theagreement.( f)“ Seller's agent” means aperson who has obtained alisng of real property to act as an agent for compensaon.( g)“ Lisng price” is the amount expressed in dollars specied in the lisng for which the seller is willing to sell the real property through the seller’s agent.( h)“ Offering price” is the amount expressed in dollars specied in an offer to purchase for which thebuyer is willing to buy the real property.(i)“Offer to purchase” means awrien contract executed by a buyer acng through abuyer’s agent that becomes the contract for the sale of the real property upon acceptance by the seller.( j)“Real property” means any estate specied by subdivision ( 1) or (2) of Secon 761 in property, and includes (1) single-family residenal property,( 2) mul-unit residenal property with more than four dwelling units,( 3) commercial real property,( 4) vacant land,( 5) a ground lease coupled with improvements, or (6) a manufactured home as dened in Secon 18007 of the Health and Safety Code, or a mobile home as dened in Secon 18008oftheHealth and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in Secon 10131.6 oftheBusiness and Professions Code.( k)“ Real property transacon” means atransacon for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transacon, and includes alisng or an offer to purchase.( l)“ Sell,” “ sale,” or “ sold” refers to atransacon for the transfer of real property from the seller to the buyer and includes exchanges of real property between theseller and buyer, transacons for the creaon of a realproperty sales contract within themeaning ofSecon 2985, and transacons for the creaon ofa leasehold exceeding one year’s duraon.( m)“ Seller” means the transferor in arealpropertytransacon and includes an owner who lists real property with an agent, whether or not atransfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. “ Seller” includes both avendor and alessor ofreal property.( n)“ Buyer's agent” means an agent who represents a buyer in a real property transacon. 2079.14. A seller’s agent and buyer’s agent shall provide the seller and buyer in a real property transacon with a copy of the disclosure form specied in Secon 2079.16, and shall obtain asigned acknowledgment of receipt from that seller and buyer, except as provided in Secon 2079.15, as follows:( a) The seller’s agent, if any, shallprovide the disclosure formto the seller prior to entering into thelisng agreement.( b) Thebuyer’ s agent shall provide the disclosure form to the buyer as soon as praccable prior to execuon ofthe buyer’s offer to purchase. If theoffer to purchase isnot prepared bythe buyer’s agent, the buyer’s agent shall present the disclosure form to the buyer not later than the next business day aer receiving theoffer to purchase from the buyer. 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Secon 2079.14, the agent shall set forth, sign, and date awrien declaraon ofthe facts of therefusal.
2079. 16 Reproduced on Page 1ofthisADform.
2079.17(a) As soon as praccable, the buyer’s agent shall disclose to the buyer and seller whether the agent is acng in the real property transacon as the buyer’s agent, or as adualagent represenng both the buyer and the seller. This relaonship shall be conrmed in the contract to purchase and sell real property or in a separate wring executed or acknowledged bythe seller, the buyer, and the buyer’s agent prior to or coincident with execuon of that contract by the buyer and the seller,respecvely.( b) As soon as praccable, the seller’s agent shall disclose to the seller whether the seller’s agent is acng in the real property transacon as the seller’s agent, or as a dual agent represenng both the buyer and seller. This relaonship shallbe conrmed in the contract to purchase and sellreal property or in a separatewring executed or acknowledged bythe seller and theseller’s agent prior to or coincidentwith theexecuon ofthat contract bythe seller.

C) CONFIRMATION: The following agencyrelaonships are conrmed for this transacon.

Seller's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one): the seller; or both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one): the Seller's Agent. (salesperson or broker associate); or both the Buyer's Agent and the Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one): the buyer; or both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one): the Buyer's Agent. (salesperson or broker associate); or both the Buyer's Agent and the Seller's Agent. (dual agent) d) The disclosures and conrmaon required by this secon shallbe in addion to thedisclosure required by Secon 2079.14. An agent’s duty to provide disclosure and conrmaon ofrepresentaon in this secon maybe performed by arealestate salesperson or broker associateaffiliated with that broker. 2079.18 (Repealed pursuant to AB-1289, 2017-18California Legislavesession) 2079.19 The payment of compensaon or the obligaon to pay compensaon to an agent bythe seller or buyer is not necessarilydeterminave of aparcular agency relaonshipbetween an agent and theseller or buyer. Alisng agent and aselling agent mayagreeto share any compensaon or commission paid, or anyright to any compensaon or commission for which an obligaon arises as theresult ofareal estatetransacon, and theterms ofany such agreement shall not necessarily be determinave of aparcular relaonship.
2079.20 Nothing in this arcleprevents an agent from selecng, as acondion of theagent’ s employment, aspecicformofagencyrelaonship not specically DocuSign Envelope ID: 77A95FC3- 1D60-44B5-A80C-E2962428451F

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2019 AIR CRE. All Rights Reserved. Last Edited: 1/23/2023 10:34 AM AD-3.01, Revised10-22-2020 Page 4 of 4
prohibited by this arcle iftherequirements ofSecon 2079.14 and Secon 2079.17 are complied with. 2079.21 (a) Adualagent maynot, without the express permission oftheseller, disclose to thebuyer any condenalinformaon obtained from the seller.( b) Adual agent may not, without theexpress permission ofthe buyer, disclose to theseller anycondenal informaon obtained from thebuyer.( c)“ Condenalinformaon” means facts relang to theclient’ s nancial posion, movaons, bargaining posion, or other personal informaon that mayimpact price, such as theseller is willing to accept apriceless than the lisng price or the buyer is willing to pay aprice greater than thepriceoffered.( d) This secon does not alter in any waythe dutyor responsibility of adual agent to any principal with respect to condenalinformaon other than price. 2079.22 Nothing in this arcleprecludes aseller’s agent from also being abuyer’s agent. If aseller or buyer in atransacon chooses to not be represented by an agent, that does not, ofitself, make that agent adual agent. 2079.23( a) Acontract between theprincipal and agent maybe modied or altered to change theagencyrelaonship at any mebefore the performance of theact which is theobject oftheagency with the wrien consent ofthepares to the agencyrelaonship.( b)A lender or an aucon company retained by alender to control aspects ofa transacon ofreal property subject to this part, including validang thesales price, shallnot require, as acondion of receiving the lender’s approvalof thetransacon, thehomeowner or lisng agent to defend or indemnify the lender or aucon companyfrom anyliability alleged to result fromthe acons ofthe lender or aucon company. Any clause, provision, covenant, or agreement purporng to imposean obligaon to defend or indemnify alender or an aucon company in violaon of this subdivision is against public policy, void, and unenforceable. 2079.24 Nothing in this arcleshallbe construed to either diminish thedutyof disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees orto relieve agents and their associate licensees, subagents, and employees from liabilityfor their conduct in connecon with acts governed by this arcleor for any breach ofa duciary duty or a dutyofdisclosure.

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City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: February 9, 2026 ITEM NUMBER: 11A
To: Mayor Tanya Doby & Members of the City Council
Presented By: Michael Daudt, City Attorney
Subject: Ordinance No. 2026-01 - Adding Chapter 9.24 to Title 9 of the Los Alamitos Municipal Code Regulating the Sale of Nitrous Oxide

SUMMARY
Consideration of a proposed ordinance to ban the sale, distribution, and advertisement for sale of nitrous oxide, devices designed to dispense nitrous oxide, and any device which contains any amount of nitrous oxide, except for specified medicinal or industrial purposes. The purpose of the ordinance is to protect the public health and welfare against the sale and distribution of products which can cause serious and potentially life-threatening health complications such as low blood pressure, low oxygen, fainting, heart attack, and nerve damage, as well as long term effects such as increased risk of depression, psychosis, memory loss, muscle spasms, tinnitus, numbness, weakened immune system, and birth defects (if used during pregnancy).

RECOMMENDATION

1. Introduce for first reading, read by title only, and waive further reading of Ordinance No. 2026-01; and,

2. City Attorney Daudt to read the title of Ordinance No. 2026-01 entitled, “AN ORDINANCE

OF THE CITY COUNCIL OF THE CITY OF LOS ALAMITOS, CALIFORNIA, ADDING CHAPTER 9.24 TO TITLE 9 OF THE LOS ALAMITOS MUNICIPAL CODE REGULATING THE SALE AND DISTRIBUTION OF NITROUS OXIDE”

BACKGROUND
Nitrous Oxide is a colorless, odorless gas which is traditionally used in legitimate settings such as in medical and dental offices, in automotive applications, and in industrial food applications.

However, despite state laws regulating nitrous oxide, which is also known as “laughing gas,” “nox,” “nos,” “galaxy gas,” and “whippits,” legal gaps exist which have resulted in the continued sale and use of these products for recreational purposes. Currently, California Penal Code section 381b prohibits the possession of nitrous oxide products with the intent to inhale those products to become intoxicated. Section 381c makes it unlawful to sell nitrous oxide products to persons under the age of 18. Section 381e requires retailers who sell nitrous oxide products to maintain records of all sales. And finally, section 381d makes it a crime to knowingly sell nitrous oxide to a person who intends to use the product to inhale it and provide for greater penalties if the consumer’s use of the product results in great bodily injury or death.

Despite these state regulations, the low cost of nitrous oxide products, coupled with a lack of local regulation, has led to increased misuse of these products. This proposed ordinance

seeks to address these issues by reducing unlawful access and discouraging unlawful sales practices.

DISCUSSION
The proposed ordinance would add Chapter 9.24, to Title 9 of the Los Alamitos Municipal Code. The new chapter would make it unlawful for any individual or business to sell, distribute, or offer for sale, any nitrous oxide product, any devise used to administer nitrous oxide, or any device containing any amount of nitrous oxide except in limited circumstances. These exceptions from the general prohibition will allow for continued wholesale of nitrous oxide products when sold for legitimate medical, dental, and industrial purposes. These include:
• Products in which nitrous oxide is used as a propellant for food items (e.g. whipped cream canisters).
• Wholesale transactions in which the seller does not know or have a reason to believe that the product will be sold or used for recreational purposes. • Medical or dental applications when used pursuant to state law and under the supervision of licensed medical or dental practitioners. • Sales by pharmacists, pharmacy interns, or licensed wholesalers in accordance with state law.
• Products in canisters specifically designed for use in automotive applications.

Violations of the proposed ordinance would be punishable pursuant to the General Penalty provisions of the Los Alamitos Municipal Code (Chapters 1.20 and 1.24). Specifically, at the discretion of enforcement officers and/or the City Attorney, violations of the ordinance could be cited as criminal misdemeanor or infractions offenses, abated by civil action, and/or subject to issuance of civil administrative citations.

FISCAL IMPACT
Minimal fiscal impact associated with efforts to enforce prohibition by the City’s Code enforcement and/or law enforcement personnel.

Attachment: 1. Ordinance No. 2026-01: Ban Sale of Nitrous Oxide Products

4902-0118-2346, v. 1
ORDINANCE NO. 2026-01

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
LOS ALAMITOS, CALIFORNIA, ADDING CHAPTER 9.24
TO TITLE 9 OF THE LOS ALAMITOS MUNICIPAL CODE

REGULATING THE SALE AND DISTRIBUTION OF

NITROUS OXIDE
WHEREAS, the City of Los Alamitos (“City”) is empowered pursuant to California Constitution, Article XI, Section 7, to make and enforce within its jurisdiction all local, police, sanitary, and other ordinances and regulations not in conflict with general laws; and,
WHEREAS, California Health & Safety Code section 101450 empowers the City Council to take measures necessary to preserve and protect the public health, including adopting ordinances, regulations, and orders that are not in conflict with general laws; and,
WHEREAS, Nitrous Oxide is a colorless, odorless chemical that is used in legitimate medical and dental settings, as well as for industrial purposes such as the automotive industry and as a propellant for food products; and, WHEREAS, despite state laws which make it illegal to possess or be under the influence of nitrous oxide for purposes of recreational use, such use has increased significantly in recent years; and,
WHEREAS, according to the Cleveland Clinic, recreational use of nitrous oxide can cause serious and potentially life-threatening health complications such as low blood pressure, low oxygen, fainting, heart attack, and nerve damage. Long term users of recreational nitrous oxide have an increased risk of depression, psychosis, memory loss, muscle spasms, tinnitus, numbness, weakened immune system, and birth defects if used during pregnancy. (https://my.clevelandclinic.org/health/treatments/nitrous-oxidelaughing-gas); and, WHEREAS, regulatory gaps regarding the possession, use, and sale of nitrous oxide have resulted in continued local availability of these products which, in turn, can lead to persistent misuse; and,
WHEREAS, the City desires to regulate the sale of nitrous oxide in order to preserve and protect the public health and to provide a means for the City to take action against retailers that would sell nitrous oxide products for purposes other than legitimate medical, dental, or industrial use.

4902-0118-2346, v. 1

THE CITY COUNCIL OF THE CITY OF LOS ALAMITOS, CALIFORNIA, DOES ORDAIN AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct, and are incorporated herein by reference.

SECTION 2. Chapter 9.24 (Sale and Distribution of Nitrous Oxide) is hereby added to Title 9 (Public Peace and Welfare) of the Los Alamitos Municipal Code to read as follows:

Title 9 – Public Peace and Welfare.

Chapter 9.24 SALE AND DISTRIBUTION OF NITROUS OXIDE
§ 9.24.010 Definitions.

For the purpose of this Chapter, the following words and phrases are defined as follows:
“Device” means any cartridge, compressed gas cylinder, apparatus, container, balloon, attachment, nozzle, or other object used to contain, dispense, or administer nitrous oxide.
“Distribute” means to furnish, give away, exchange, transfer, deliver, or supply, whether or not for monetary gain.
“Nitrous Oxide” means any of the following: N20, dinitrogen monoxide, dinitrogen oxide, nitrogen oxide, or laughing gas, and includes products containing any of those substances, including those described as NOS, NOX, galaxy gas, and whippits.
“Person” means any individual or legal entity however constituted or organized. “Sell” or “sale” means to furnish, exchange, transfer, deliver, or supply for monetary gain.
“Wholesale capacity” means the sale or distribution of nitrous oxide or a device to dispense nitrous oxide to a person that will use nitrous oxide or the device in certain services or products for resale, including but not limited to, commercial sale of dentistry supplies to dentists or dentistry offices, commercial sale of devices for use in food production or in a commercial kitchen, and/or commercial sale of nitrous oxide for the purpose of producing food products for commercial sale (e.g., whipped cream canisters).

4902-0118-2346, v. 1
§ 9.24.020 Sale or Distribution of Nitrous Oxide Prohibited.

Except as otherwise authorized by law or allowed under this Chapter, it is unlawful for any person to sell, attempt to sell, offer, distribute, or otherwise provide to any person nitrous oxide, a device to dispense or administer nitrous oxide, or any device that contains any quantity of nitrous oxide.
§ 9.22.030 Exceptions to Prohibition.

This Chapter does not prohibit the sale, attempted sale, distribution, or other manner of providing nitrous oxide, or a device to dispense or administer nitrous oxide, in the following circumstances:

A. If the nitrous oxide is contained in a device containing a food product where the nitrous oxide is used for purposes of serving as a propellant. Nitrous oxide itself is not a “food product” for purposes of this exception.

B. If the nitrous oxide or device is being sold, attempted to be sold, offered, or distributed in a wholesale capacity, as that term is defined by this Chapter.

This exemption applies only in circumstances when the wholesaler does not know or have reason to know that the recipient intends to use, sell, or distribute the nitrous oxide or device in violation of section 9.24.020 or any other local, state, or federal law.

C. If the nitrous oxide or device that is being sold, attempted to be sold, offered, or distributed is specifically designed for use in a vehicle to enhance the performance of the vehicle.

D. If the nitrous oxide or device is being sold, attempted to be sold, offered, or distributed specifically for the purpose of providing medical or dental care, by or at the direction and under the supervision of a medical or dental practitioner licensed by the State of California and in accordance with all applicable rules and regulations.

E. If the nitrous oxide or device is being sold, attempted to be sold, offered, or distributed by a pharmacist, pharmacist intern, or pharmacy as defined by California Business & Professions Code sections 4030, 4036, and 4037, respectively (as may be amended from time to time), in the course of their duties as a pharmacist or pharmacist intern, or as a wholesaler licensed by the Board of Pharmacy.

F. Any other circumstance explicitly exempted under law.

Notwithstanding the foregoing, any sale or distribution of nitrous oxide, any device designed to dispense or administer nitrous oxide, or a device containing any quantity of nitrous oxide shall comply with all requirements of California Penal Code sections 381c and 381e.

4902-0118-2346, v. 1
§ 9.22.030 Violations.

Any violation of this Chapter is unlawful and shall be subject to the penalties and enforcement mechanisms set forth in Title 1 of this Code.

SECTION 3. Effective Date. This Ordinance shall take effect on the 31st day after its adoption. The City Clerk or his or her duly appointed deputy shall certify to adoption of the Ordinance and cause this Ordinance to be published as required by law.

SECTION 4. CEQA Exemption. The City Council finds that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Title 14 of the California Code of Regulations, Chapter 3, sections 15060, subdivision (c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060, subdivision (c)(3) (the activity is not a project as defined in section 15378 and by Public Resources Code section 21065) because it has no potential for resulting in physical change to the environment, directly or indirectly.

SECTION 5. If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance is, for any reason, held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more section, subsection, subdivision, sentence, clause, phrase, or portion thereof be declared invalid or unconstitutional.

SECTION 6. The City Clerk shall certify as to the adoption of this Ordinance and shall cause a summary thereof to be published within fifteen (15) days of the adoption and shall post a Certified copy of this Ordinance, including the vote for and against the same, in the Office of the City Clerk, in accordance with Government Code Section 36933.

PASSED, APPROVED, AND ADOPTED this __th day of _____, 2026.

Tanya Doby, Mayor

4902-0118-2346, v. 1
ATTEST:
______________________________
Windmera Quintanar, CMC, City Clerk
APPROVED AS TO FORM:
___________________________________
Michael S. Daudt, City Attorney

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.

CITY OF LOS ALAMITOS )
I, Windmera Quintanar, CMC, City Clerk of the City of Los Alamitos, do hereby certify that the foregoing Ordinance No. ____ was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 9th day of February, 2026 and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council on the __th day of _______, 2026, by the following roll-call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
________________________________
Windmera Quintanar, MMC, City Clerk

City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: February 9, 2026 ITEM NUMBER: 11B
To: Mayor Tanya Doby & Members of the City Council
Presented By: Michael Daudt, City Attorney
Subject: Proposed Ordinance No. 2026-02 - Adding Chapter 9.28 to Title 9 of the Los Alamitos Municipal Code Relating to the Sale and Distribution of Kratom Products

SUMMARY
Consideration of a proposed ordinance to ban the sale, distribution, and advertisement for sale of any product containing any part of the leaf of the plant Mitragyna speciosa (more commonly known as the kratom plant). The purpose of the ordinance is to protect the public health and welfare against the sale and distribution of products which the U.S. Food and Drug Administration has identified as having opioid-like characteristics, and which pose a threat to the public health and safety.

RECOMMENDATION

1. Introduce for first reading, read by title only, and waive further reading of Ordinance No. 2026-02; and,

2. City Attorney Daudt to read the title of Ordinance No. 2026-02, entitled, “AN ORDINANCE

OF THE CITY COUNCIL OF THE CITY OF LOS ALAMITOS, CALIFORNIA, ADDING CHAPTER 9.28 TO TITLE 9 OF THE LOS ALAMITOS MUNICIPAL CODE RELATING TO THE SALE AND DISTRIBUTION OF KRATOM PRODUCTS”

BACKGROUND
According to a survey conducted by the Substance Abuse and Mental Health Service Administration, approximately 1.7 million Americans aged 12 and older used kratom products in 2021. According to a report issued by the U.S. Food and Drug Administration (“FDA”) in July of 2025, a chemical compound found within the leaves of the kratom plant “is a potent opioid that poses an emerging public health threat, especially when considering the increasing availability of enhanced or concentrated 7-OH products in the marketplace.” (7- Hydroxymitragynine (7-OH): An Assessment of the Scientific Data and Toxicological Concerns Around an Emerging Opioid Threat, U.S. Food and Drug Administration, July 29, 2025 (hereinafter “FDA Report”).

The kratom plant (scientific name Mitragyna speciosa) is a tropical evergreen native to the wetlands of southeast Asia. Historically, the whole leaves of the kratom plant have been used to treat headaches, diarrhea, insomnia, anxiety, and opioid use withdrawal. More recently, kratom products have been used for recreational purposes with users reporting feelings of euphoria per the FDA’s Report. According to the FDA, there are no FDA-approved drugs

containing kratom or kratom-derived substances such as 7-Hyrdoxymitragynine (“7-OH”) or mitragynine, two substances found within the kratom leaf which produce psychoactive effects.

As reported by the FDA, “many of the products available today, which are often associated with or advertised as kratom, no longer resemble botanical kratom. Instead, they contain ‘enhanced’ or concentrated amounts of 7-OH and are formulated as powders, capsules, and liquid extracts designed to generate stronger effects on users.” (FDA Report at p. 5) Specifically, “7-OH produces respiratory depression, physical dependence, and withdrawal symptoms characteristic of classical opioids, such as morphine, fentanyl, oxycodone, and hydrocodone.” (Id. at p. 4)

DISCUSSION
There are no FDA-approved uses for kratom and it is not legally marketed in the United States as an additive to any food product, dietary supplement, or as an ingredient in any drug.

Nonetheless, kratom products are being sold throughout the country with little to no regulation.

As a result, several states and local governments have adopted regulations pertaining to the sale of kratom products. In fact, several states, such as Alabama, Arkansas, Indiana, Louisiana, Rhode Island, Vermont, and Wisconsin have taken steps to ban kratom products.

On the other hand, the State of California does not regulate kratom products in any manner.

Locally, the cities of San Diego, Newport Beach, Huntington Beach, and Tustin have adopted ordinances prohibiting the sale and distribution of kratom products, and the County of Orange has adopted an ordinance which bans the sale of products containing specified levels of 7-OH and regulates all other kratom product sales.

If adopted, this ordinance would prohibit all sales, distribution, and advertising for sale of any product containing kratom, as well as the sale, distribution, and advertising for sale of any product which is marketed in any way as being a kratom product. Violations of the ordinance would be punishable pursuant to the General Penalty provisions of the Los Alamitos Municipal Code (Chapters 1.20 and 1.24). Specifically, at the discretion of enforcement officers and/or the City Attorney, violations of the ordinance could be cited as criminal misdemeanor or infractions offenses, abated by civil action, and/or subject to issuance of civil administrative citations.

FISCAL IMPACT
Minimal fiscal impact associated with efforts to enforce prohibition by the City’s Code enforcement and/or law enforcement personnel.

Attachment: 1. Ordinance No. 2026-02: Ban Sale of Kratom Products

4929-9610-9192, v. 1
ORDINANCE NO. 2026-02

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
LOS ALAMITOS, CALIFORNIA, ADDING CHAPTER 9.28
TO TITLE 9 OF THE LOS ALAMITOS MUNICIPAL CODE

RELATING TO THE SALE AND DISTRIBUTION OF

KRATOM PRODUCTS

WHEREAS, the City of Los Alamitos (“City”) is empowered pursuant to California Constitution, Article XI, Section 7, to make and enforce within its jurisdiction all local, police, sanitary, and other ordinances and regulations not in conflict with general laws; and,
WHEREAS, California Health & Safety Code section 101450 empowers the City Council to take measures necessary to preserve and protect the public health, including adopting ordinances, regulations, and orders that are not in conflict with general laws; and,
WHEREAS, the kratom plant (Migtragyna speciosa) is a tropical evergreen tree native to Southeast Asia, the leaves of which contain psychoactive constituents, including the compounds mitragynine, and 7-Hydroxymitragynine (“7-OH”); and, WHEREAS, the U.S. Food and Drug Administration (“FDA”) has stated that the increased availability and marketing of certain products containing kratom leaves and/or their components poses an emerging public health threat, especially when considering the increasing availability of enhanced or concentrated kratom products in the marketplace; and,
WHEREAS, the FDA has indicated that 7-OH produces respiratory depression, physical dependence, and withdrawal symptoms characteristic of classical opioids, such as fentanyl, oxycodone, and hydrocodone, and that the pharmacological profile, abuse liability, and emerging patterns of non-medical use establish 7-OH as a dangerous substance; and,
WHEREAS, despite the fact that the kratom leaf and its chemical components are unlawful when added to conventional foods, as dietary supplements, or as ingredients in any FDA-approved drug, there are currently no laws which prohibit sale of these products; and,
WHEREAS, the FDA has confirmed that current regulatory gaps have enabled widespread availability of kratom products despite their opioid-like properties which necessitates immediate policy intervention to address this emerging threat to the public health; and,

4929-9610-9192, v. 1
WHEREAS, kratom products are not regulated by the United States government, nor are they subject to government-mandated safety checks, which has resulted in a lack of oversight and safety standards for use, regulation of ingredients, purity levels, and dosage; and,
WHEREAS, various state and local governments have prohibited the sale and distribution of kratom products in their respective jurisdictions; and, WHEREAS, the City desires to prohibit the sale and distribution of kratom products within the City in order to protect the public health and welfare of its residents.

THE CITY COUNCIL OF THE CITY OF LOS ALAMITOS, CALIFORNIA, DOES ORDAIN AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct, and are incorporated herein by reference.

SECTION 2. Chapter 9.28 (Prohibition on the Sale and Distribution of Kratom Products) is hereby added to Title 9 (Public Peace and Welfare) of the Los Alamitos Municipal Code to read as follows:

Title 9 – Public Peace and Welfare.

Chapter 9.28 PROHIBITION ON THE SALE AND DISTRIBUTION

OF KRATOM PRODUCTS
§ 9.28.010 Definitions.

For the purpose of this Chapter, the following words and phrases are defined as follows:
“Distribute” means to furnish, give away, exchange, transfer, deliver, or supply, whether or not for monetary gain.
“Kratom Product” means the leaf of the plant Mitragyna speciosa or any food product, food ingredient, dietary ingredient, dietary supplement, or beverage intended for human consumption that contains any part of the leaf of the plant Mitragyna speciosa or any extract, synthetic alkaloid, or synthetically derived compound of such plant or its leaf, including but not limited to, any powder, capsule, pill, beverage, or other edible product intended for human consumption. “Leaf” means any or all parts of the leaf of the plant Mitragyna speciosa that contains mitragynine or 7-Hydroxymitragynine.
“Person” means any individual or legal entity however constituted or organized.

4929-9610-9192, v. 1
“Sell” or “sale” means to furnish, exchange, transfer, deliver, or supply for monetary gain.

§ 9.28.020 Sale and Distribution of Kratom Prohibited.

A. It is unlawful for any person to sell, advertise for sale, offer for sale, or distribute, directly or indirectly, any kratom product in the City.

B. It is unlawful for any person to sell, advertise for sale, offer for sale, or distribute, directly or indirectly, any product, the packaging for which indicates, implies, or otherwise suggests that the product contains kratom leaf, mitragynine, 7-Hydroxymitragynine, or “7-OH.”
§ 9.28.030 Violations.

Any violation of this Chapter is unlawful and shall be subject to the penalties and enforcement mechanisms set forth in Title 1 of this Code.

SECTION 3. Effective Date. This Ordinance shall take effect on the 31st day after its adoption. The City Clerk or his or her duly appointed deputy shall certify to adoption of the Ordinance and cause this Ordinance to be published as required by law.

SECTION 4. CEQA Exemption. The City Council finds that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Title 14 of the California Code of Regulations, Chapter 3, sections 15060, subdivision (c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060, subdivision (c)(3) (the activity is not a project as defined in section 15378 and by Public Resources Code section 21065) because it has no potential for resulting in physical change to the environment, directly or indirectly.

SECTION 5. If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance is, for any reason, held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more section, subsection, subdivision, sentence, clause, phrase, or portion thereof be declared invalid or unconstitutional.

SECTION 6. The City Clerk shall certify as to the adoption of this Ordinance and shall cause a summary thereof to be published within fifteen (15) days of the adoption and shall post a Certified copy of this Ordinance, including the vote for and against the same, in the Office of the City Clerk, in accordance with Government Code Section 36933.

4929-9610-9192, v. 1
PASSED, APPROVED, AND ADOPTED this __th day of _____, 2026.

_________________________________
Tanya Doby, Mayor
ATTEST:
________________________________
Windmera Quintanar, MMC City Clerk
APPROVED AS TO FORM:
________________________________
Michael S. Daudt, City Attorney

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.

CITY OF LOS ALAMITOS )
I, Windmera Quintanar, MMC, City Clerk of the City of Los Alamitos, do hereby certify that the foregoing Ordinance was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 9th day of February, 2026, and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council on the ____ day of ___________, 2026, by the following roll-call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
________________________________
Windmera Quintanar, MMC, City Clerk