La Mirada Redevelopment Agency La Mirada, California $7,020,000 Industrial-Commercial Redevelopment Project Tax Allocation Subordinated Bonds, 1992 Series B

LAMIRADA REDEVELOPMENT AGENCY

OFFICIAL STATEMENT $7,020,000 INDUSTRIAL-COMMERCIAL REDEVELOPMENT PROJECT TAX ALLOCATION SUBORDINATED BONDS 1992 SERIES B

Standard & Poor's: A­ NEW ISSUE (See "Rating on the Bonds" herein) In the opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however, to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes, and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See "CONCLUDING INFORMATION· Tax Matters" herein. LOS ANGELES COUNTY STATE OF CALIFORNIA LA MIRADA REDEVELOPMENT AGENCY LA MIRADA, CALIFORNIA $7,020,000 INDUSTRIAL-COMMERCIAL REDEVELOPMENT PROJECT TAX ALLOCATION SUBORDINATED BONDS, 1992 SERIES B

Dated: March 15, 1992 Due: August 15 as shown below Interest on the Bonds is payable on August 15, 1992, and semiannually thereafteron February 15 and August 15 of each year until maturity. The Bonds will be issued as fully registered bonds in the denomination of $5,000 each or any integral multiple thereof. Principal of the Bonds and any premium upon redemption will be payable at the Principal Corporate Trust Office of Security Pacific National Bank, as Trustee. Interest on the Bonds will be paid by check of the Trustee mailed to the person entitled thereto (except as otherwise described herein for interest paid by wire transfer to certain owners of $1,000,000 or more in aggregate principal amount of Bonds).

The Term Bonds maturing August 15, 2011 and August 15, 2021, are subject to mandatory redemption, without premium, prior to their respective maturity dates, in part by lot on August 15 in each year commencing August 15, 2003 with respect to the Term Bonds maturing August 15, 2011 and commencing August 15, 2012 with respect to the Term Bonds maturing August 15, 2021 from sinking account payments under the Indenture. The Bonds maturing on or after August 15, 2001, are subject to optional redemption prior to maturity, in whole or in part, on August 15, 2000 or on any date thereafter at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption, plus a premium, as described herein. MATURITY SCHEDULE

$1,155,000 Serial Bonds

Maturity Date Principal Interest Reofferlng Maturity Date Principal Interest Reofferlng AugJJst 15 Am2!!ru Rate Yield August 15 � Rate lli!l! 1993 $80,000 4.00% 4.00% 1998 $120,000 5.90% 5.90% 1994 85,000 5.00 5.00 1999 125,000 6.00 6.10 1995 90,000 5.25 5.25 2000 135,000 6.10 6.30 1996 105,000 5.50 5.50 2001 145,000 6.30 6.50 1997 115,000 5.70 5.70 2002 155,000 6.40 6.55 $1,915,000 6.75% Term Bonds due August 15, 2011, Price 98.924% (ReofferingYield 6.85%) $3,950,000 6.80% Term Bonds due August 15, 2021, Price 98.736% (Reoffering Yield 6.90%)

c Plus Accrued Interest from March 15, 1992)

The Bonds are being issued for the purpose of refunding a portion of the Agency's previously issued Industrial-Commercial Redevelopment Project 1985 Tax Allocation Refunding Bonds, paying certain amounts due to the Norwalk-La Mirada Unified School District, establishing a reserve account and paying the expenses of the Agency in connection with the issu�nce of the Bonds.

The Bonds are limited obligations of the Agency payable, on a subordinated basis, solely from certain Tax Revenues of the Agency's Industrial-Commercial Redevelopment Project and, further, from amounts in the Reserve Account and certain other funds held under the Indenture and investment earnings thereon. The Bonds shall not be deemed to constitute a debt or liability of the City of La Mirada, the State of California or of any political subdivision thereof, other than the Agency. Neither the City of La Mirada, the State of California nor the Agency shall be obligated to pay the principal of the Bonds, or the interest thereon, except from the funds described herein, and neither the faith and credit nor the taxing power of the City of La Mirada, the State of California or any of its political subdivisions is pledged to the payment of the principal of or the interest on the Bonds. The Agency has no ad valorem property taxing power.

The Bonds are offered, when, as and if issued, subject to the approving opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, Bond Counsel. Arter Hadden Haynes & Miller, Washington, D.C., Counsel to the Financing Consultant, will aduise the Financing Consultant on certain legal matters. Markman, Arczynski, Hanson & King, Brea, California, will aduise the Agency on certain matters. It is anticipated thatthe Bonds will be available for delivery in New York, New York on or about April 8, 1992. The date of the OfficialStatement is March 18, 1992. NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE AGENCY, THE CITY OR THE FINANCING CONSULTANT TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OR SALE OF THE BONDS DESCRIBED HEREIN, OTHER THAN AS CONTAINED IN THIS OFFICIAL STATEMENT, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ANY OF THE FOREGOING. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE AGENCY, THE CITY AND OTHER SOURCES WHICH ARE BELIEVED TO BE RELIABLE AND IS IN A FORM DEEMED FINAL, AS OF ITS DATE, BY THE AGENCY FOR THE PURPOSE OF RULE 15c2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE INFORMATION HEREIN HAS NOT BEEN INDEPENDENTLY VERIFIED AND IS NOT GUARANTEED AS TO ACCURACY AND IS SUBJECT TO REVISION, AMENDMENT AND COMPLETION IN A FINAL OFFICIAL STATEMENT. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE DELIVERY OF THIS OFFICIAL STATEMENT SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION OR OPINIONS SET FORTH HEREIN OR IN THE AFFAIRS OF THE AGENCY OR THE CITY SINCE THE DATE HEREOF.

11 LA MIRADA REDEVELOPMENT AGENCY LA MIRADA, CALIFORNIA (Los Angeles County)

AGENCY GOVERNING BOARD Dr. C. David Peters, Chairman Wayne Rew, Vice Chairman Bob Chotiner, Member Art Leslie, Member Lou Piltz, Member

CITY AND AGENCY STAFF Gary K. Sloan, City Manager and Executive Director/Secretary Robert Dominguez, Assistant City Manager/Economic Development Director Gerald Winterburn, Assistant City Manager/Planning Director Richard D. Patton, Director of Finance/Treasurer Gail A. Vasquez, City Clerk

PROFESSIONAL SERVICES

Bond Counsel Jones Hall Hill & White A Professional Law Corporation San Francisco, California

Agency Counsel Markman, Arczynski, Hanson & King Brea, California

Financing Consultant Rod Gunn Associates, Inc. Seal Beach, California

Counsel to Financing Consultant Arter Hadden Haynes & Miller Washington, D.C.

Trustee Security PacificNational Bank Los Angeles, California

Escrow Bank Bank of America National Trust and Savings Association Los Angeles, California

Verifications Deloitte & Touche Houston, Texas

iii TABLE OF CONTENTS

INTRODUCTORY STATEMENT THE AGENCY ...... 26 Agency Members ...... 26 THE REFUNDING PROGRAM ...... 3 Agency Administration ...... 26 Agency Powers ...... 27 ESTIMATED SOURCES AND USES OF FUNDS 4 Redevelopment Plan ...... 28 Financial Limitations ...... 28 THE BONDS ...... 5 Outstanding Indebtedness of the Redevelopment Project . .. . 28 Authority For Issuance ...... 5 Direct and Overlapping Debt of the Redevelopment Project .. 30 Description of the Bonds ...... 5 Description of the Redevelopment Project 31 Optional Redemption ...... 5 Sinking Account Redemption ...... 6 PROJECTED TAX REVENUES ...... 35 Notice of Redemption ...... 7 Tax Increment Revenues ...... 35 Transfer and Exchange ...... 7 Deductions fromTax Increment Revenues ...... 39 Bonds Mutilated, Lost, Destroyed or Stolen ...... 8 Historical Assessed Valuation and Scheduled Debt Service ...... 9 Tax Increment Revenues ...... 42

SECURITY FOR THE BONDS AND CONCLUDING INFORMATION ...... 44 BONDOWNERS' RISKS ...... 10 Legal Opinion ...... 44 Pledge of Tax Revenues ...... 10 Tax Matters ...... 44 Tax Increment Revenues ...... 10 No Litigation ...... 45 Projected Tax Increment Revenues ...... 11 The FinancingConsultant ...... 45 Reserve Account ...... 11 Rating on the Bonds ...... 45 Earthquake Risk ...... 12 Legality for Investment and to State Constitutional AmendmentJGovernment Secure Deposits in California ...... 46 Appropriations Limitation ...... 12 Verificationsof Arithmetical and Projected Tax Revenue Assumptions Mathematical Computations ...... 46 and Bond Retirement 14 References ...... 46 Execution ...... 46 THE INDENTURE ...... 16 Creation of Funds and Accounts ...... 16 DEFINITIONS OF CERTAIN TERMS Appendix A Application of Tax Revenues ...... 17 Investment of Funds ...... 18 SUPPLEMENTAL INFORMATION Parity Debt ...... 19 ON THE CITY OF LA MIRADA Appendix B Additional Covenants ...... 20 Events of Defaultand Acceleration Of Maturities ...... 23 AGENCY AUDITED Application of Funds Upon Acceleration ...... 24 FINANCIAL STATEMENTS AppendixC Remedies; Limitations on Owner's Remedies ...... 24 Amendments ...... 25 Discharge of Indenture ...... 25 Trustee ...... 26

lV City of La Mirada Regional Location Map

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, I I Riverside County ,------,San Diego County , ...... ,, ...... ,---/ _ I [THIS PAGE INTENTIONALLY LEFf BLANK] OFFICIAL STATEMENT LA MIRADA REDEVELOPMENT AGENCY LA MIRADA, CALIFORNIA $7,020,000 INDUSTRIAL-COMMERCIAL REDEVELOPMENT PROJECT TAX ALLOCATION SUBORDINATED BONDS, 1992 SERIES B

INTRODUCTORY STATEMENT This Official Statement is provided to furnishinformation in connection with the sale by the La Mirada Redevelopment Agency (the "Agency") of $7,020,000 aggregate principal amount of the Agency's Industrial-Commercial Redevelopment Project Tax Allocation Subordinated Bonds, 1992 Series B (the "Bonds").

The Bonds are secured under an Indenture of Trust dated as of March 15, 1992 (the "Indenture"), between the Agency and Security Pacific National Bank, as trustee (the "Trustee"). The Bonds are being sold to provide funds to refund a portion of the Agency's previously issued Industrial­ Commercial Redevelopment Project 1985 Tax Allocation Refunding Bonds (the "1985 Bonds"), to pay certain amounts due to the Norwalk-La Mirada Unified School District, to establish a reserve account and to pay the expenses of the Agency in connection with the issuance of the Bonds.

The City of La Mirada (the "City") is located in Los Angeles County, California. Incorporated in 1960 as a general law city, the City encompasses an area of approximately 7.8 square miles. The Agency was activated by the City Council on June 26, 1973 by the adoption of Ordinance No. 200. The City Council, at the same time, declared itself to be the members of the Agency and appointed the City Manager to be Agency's Executive Director and Secretary.

The City Council established the Industrial-Commercial Redevelopment Project (the "Redevelopment Project") on July 16, 1974 by Ordinance No. 221, pursuant to the California Community Redevelopment Law, as more fully described herein. It was subsequently amended on December 9, 1986, by Ordinance No. 390 and again on June 28, 1988 by Ordinance No. 420. The Redevelopment Project consists of approximately 834 acres and is comprised of industrial and commercial uses. A major portion of the Redevelopment Project borders the Santa Ana Freeway, a major north-south corridor in Southern California connecting San Diego with the central valley region. Through its active participation, the Agency has been successful in redeveloping many properties within the Redevelopment Project which were previously underutilized (see "THE AGENCY - Description of the Redevelopment Project" herein).

Pursuant to the California Constitution and laws, all property tax revenues collected on any increase in the assessed valuation of land, improvements, personal property (except public property and other property exempt fromtaxation), in a redevelopment project and certain increases in portions of public utility property over that shown on the assessment roll for the "Base Year" (the "Tax Increment Revenues") may be allocated to a redevelopment agency and paid into a special trust fund for the benefit of the owners of tax allocation bonds, such as the Bonds (see "PROJECTED TAX REVENUES -Tax Increment Revenues" herein).

1 Concurrently with the issuance of the Bonds, the Agency will issue its Industrial-Commercial Redevelopment Project Tax Allocation Bonds 1992, Series A (the "Series A Bonds"). The Agency has pledged forrepayment of the Bonds (i) certain Tax Increment Revenues of the Redevelopment Project (the "Tax Revenues") subject only to the first lien thereon of the Series A Bonds and (ii) certain funds and accounts held under the Indenture and investment earnings with respect thereto. Tax Revenues pledged for repayment of the Bonds exclude certain Tax Increment Revenues (i) required to be deposited to the Agency's Low and Moderate Income Housing Fund and (ii) required to be paid to other taxing agencies pursuant to a pass-through agreement (see "PROJECTED TAX REVENUES - Deductions fromTax Increment Revenues" herein).

The projections of Tax Increment Revenues contained in this Official Statement are based on current assessed valuations within the Redevelopment Project, the current tax rates applicable to the taxable property in the Redevelopment Project and certain projected increases in property values due to inflation allowed under Article XIIIA of the California Constitution. Any future decrease in the assessed valuation of the Redevelopment Project (or increases at a rate less than assumed), the applicable tax rates or general decline in the economic stability of the area, or any delinquencies in the payment of property taxes, will reduce the Tax Revenues allocated to the Agency and correspondingly may have an adverse impact on the ability of the Agency to pay debt service on the Bonds. See "SECURITY FOR THE BONDS AND BONDOWNERS' RISKS - Projected Tax Revenue Assumptions and Bond Retirement" and "PROJECTED TAX REVENUES" herein regarding the Agency's assumptions pertaining to such projections. The summaries and references contained herein to the City, the Agency, the Indenture, the Bonds, the Redevelopment Project, the Law, and other statutes or documents do not purport to be comprehensive or definitive and are qualifiedby reference to each such document or statute, and references to the Bonds are qualified in their entirety by reference to the form thereof included in the Indenture. Definitions of certain terms used herein are set forth in Appendix A. Copies of these documents may be obtained after delivery of the Bonds at the Principal Corporate Trust Office of the Trustee, Security Pacific National Bank, Los Angeles, California or from the Agency at 13700 S. La Mirada Blvd., La Mirada, California 90638. Copies of the Indenture are available for inspection during the period of the initial offering of the Bonds at the officesof the Financing Consultant, Rod Gunn Associates, Inc., 3010 Old Ranch Parkway, Suite 330, Seal Beach, California 90740.

2 THE REFUNDING PROGRAM

In 1985, pursuant to Resolution No. 147, adopted November 26, 1985 and a Trust Indenture dated November 15, 1985 (the "1985 Indenture"), the Agency issued its $8,165,000 Industrial-Commercial Redevelopment Project 1985 Tax Allocation Refunding Bonds (the "1985 Bonds"), of which $7,485,000 principal amount remains outstanding. In 1987, pursuant to Resolution No. 179, adopted August 25, 1987 and a Trust Indenture dated August 15, 1987 (the "1987 Indenture"), the Agency issued its $7,165,000 Industrial-Commercial Redevelopment Project 1987 Tax Allocation Subordinated Bonds (the "1987 Bonds"), of which $7,055,000 remains outstanding. The Redevelopment Project's Tax Increment Revenues are pledged to the repayment of the 1985 Bonds and the 1987 Bonds.

In 1981, the Agency entered into an agreement with the Norwalk-La Mirada Unified School District (the "School District Agreement") for the acquisition of a former high school site (the "Site"). Pursuant to the School District Agreement, a portion of the Tax Increment Revenues generated by the Site are pledged to the School District.

Concurrent with the issuance of the Bonds, the Agency will issue its Industrial-Commercial Redevelopment Project Tax Allocation Bonds, 1992 Series A (the "Series A Bonds"). A portion of the proceeds fromthe sale of the Bonds and a portion of the proceeds fromthe sale of the Series A Bonds will be irrevocably deposited with Bank of America National Trust and Savings Association as escrow bank (the "1985 Bonds Escrow Bank"), pursuant to the Indenture and an Escrow Deposit and Trust Agreement (the "1985 Bonds Escrow Agreement") dated as of �larch 15, 1992 between the Agency and the Escrow Bank. The deposit will be in an amount, which together with investment earnings thereon, will be sufficientto pay principal and interest on the 1985 Bonds when due, to and including November 15, 1995, and to pay the redemption price, with respect to all remaining 1985 Bonds, pursuant to an optional redemption of the 1985 Bonds on November 15, 1995.

A portion of the proceeds from the sale of the Series A Bonds will also be irrevocably deposited with the Escrow Bank, pursuant to the Indenture and an Escrow Deposit and Trust Agreement (the "1987 Bonds Escrow Agreement") dated as of March 15, 1992 between the Agency and the Escrow Bank. The deposit will be in an amount, which together with investment earnings thereon, will be sufficient to pay principal of and interest on the 1987 Bonds when due, to and including August 15, 1996, and to pay the redemption price, with respect to all remaining 1987 Bonds, pursuant to an optional redemption of the 1987 Bonds on August 15, 1996.

In addition, a portion of the proceeds from thesale of the Bonds will be paid to the School District pursuant to the indenture and a settlement agreement dated as of March 26, 1992 between the Agency and the School District (the "Settlement Agreement"). The payment will be in an amount sufficient to satisfy the Agency's obligation under the School District Agreement (the "Settlement Amount").

In the opinion of Bond Counsel, assuming the accuracy of the escrow verification (see "CONCLUDING INFORMATION - Verificationof Arithmetical and Mathematical Computations" herein) the lien of the 1985 Bonds, the 1987 Bonds and the School District Agreement created by the 1985 Indenture, the 1987 Indenture and the School District Agreement, respectively, including, without limitation, the pledge of Tax Increment Revenues pursuant to the 1985 Indenture, the 1987 Indenture and the School District Agreement, respectively, will be discharged, terminated and of no further force and effect, upon the deposit with the Escrow Bank pursuant to the 1985 Bonds Escrow Agreement and the 1987 Bonds Escrow Agreement and upon payment of the Settlement Amount pursuant to the Settlement Agreement.

3 ESTIMATED SOURCES AND USES OF FUNDS

Proceeds from the issuance of the Bonds will be used to provide funds to refund a portion of the 1985 Bonds, to pay certain amounts due to the Norwalk-La Mirada Unified School District, to establish a reserve account, to pay the Costs of Issuance associated with the Bonds and to pay the initial Purchaser's discount in connection with the issuance of the Bonds. The proceeds fromthe sale of the Bonds and certain moneys held under the 1985 Indenture with respect to the 1985 Bonds will be applied as follows: 1. Accrued interest to the date of delivery ofthe Bonds will be placed in the Interest Account ofthe Debt Service Fund forthe Bonds.

2. A sum equal to $562,782.50 from proceedsof the Bonds will be deposited in the Reserve Account of the Debt Service Fund forthe Bonds, which amount will equal the Reserve Requirement.

3. A sum sufficient to provide forthe expected costs of issuing the Bonds will be deposited in the Costs of Issuance Account of the Bond Proceeds Fund for the Bonds and used to pay Costs of Issuance. This amount will include a deposit from the Agency in the amount of $83,178.45. 4. A sum equal to $3,528,684.38 from the proceeds of the Bonds, together with $406,615.62 transferred fromthe 1985 Bonds Reserve Account will be transferred to the Escrow Bank and will be held by the Escrow Bank and applied, together with certain proceeds of the Series A Bonds and investment earnings thereon, to pay principal of and interest on the 1985 Bonds when the same becomes due and to pay the redemption price of the 1985 Bonds on November 15, 1995. 5. A sum equal to $2,700,000 from proceeds of the Bonds will be paid to the School District in payment of the Settlement Amount.

6. Any remaining amounts will be deposited in the Redevelopment Fund.

SOURCES Bond Proceeds $7,020,000.00 1985 Reserve Account 406,615.62 Agency Deposit 83,178.45 $7,509,794.07

USES Transfer to Escrow Bank $3,935,300.00 Settlement Amount (paid to School District) 2,700,000.00 Debt Service Fund Reserve Account 562,782.50 Bond Proceeds Fund Costs oflssuance Account m 165,000.00 Redevelopment Fund 23,861.57 Initial Purchaser's Discount 122,850.00 $7,509,794.07 (1) Includes fees of Bond Counsel, Financing Consultant, Counsel to the Financial Consultant, initial Trustee fees, Escrow Bank's fees, verification fees, cost of printing the Bonds and the OfficialStatement and rating fees.

4 THE BONDS

Authority For Issuance The Bonds are being issued and secured pursuant to an Indenture of Trust (the "Indenture"), dated as of March 15, 1992, between the Agency and the Trustee, authorized by Resolution No. R-313 of the Agency adopted on March 10, 1992.

The Bonds are also issued in accordance with the Constitution of the State of Californiaand the CaliforniaCommunity Redevelopment Law (Part I of Division 24 of the Health and Safety Codeof the State of California)(the "Law"). Description of the Bonds

The Bonds will be issued in fully registered formwithout coupons in denominations of $5,000 or any integral multiple thereof, bear interest at the rates and will mature on August 15 in the years and in the principal amounts set forthon the cover page hereof.

The Bonds will be dated March 15, 1992. Interest on the Bonds will be payable on August 15 and February 15 of each year, commencing August 15, 1992 (the "Interest Payment Dates"). Interest with respect to the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) will be paid by check of the Trustee, Security Pacific National Bank, mailed by first-class mail, postage prepaid, to the registered owner as his name and address appear on the registration books kept by the Trustee at the close of business on the first day of the month in which such Interest Payment Date occurs (the "Record Date"), or by wire transferto any such owner of $1,000,000 or more in aggregate principal amount of Bonds upon written instructions of any such owner filed with the Trustee for that purpose as of the close of business on or before such Record Date. Principal of and redemption premium, if any, on any Bond, are payable upon presentation and surrender thereof, at maturity or redemption, at the Principal Corporate Trust Officeof the Trustee. Optional Redemption

The Bonds maturing on or before August 15, 2000, are not subject to optional redemption prior to maturity. The Bonds maturing on or after August 15, 2001. are subject to redemption, at the option of the Agency on or after August 15, 2000, as a whole or in part, by such maturities as shall be determined by the Agency and by lot within a maturity, on any date, from any available source of funds, at the following redemption prices (expressed as a percentage of the principal amount of Bonds to be redeemed) together with accrued interest thereon to the date fixedfor redemption:

Redemption Period Redemption Prices August 15, 2000 through August 14, 2001 102.0% August 15, 2001 through August 14, 2002 101.0% August 15, 2002 and thereafter 100.0%

5 Sinking Account Redemption

The Bonds maturing on August 15, 2011 and August 15, 2021 (the "Term Bonds") are also subject to mandatory redemption prior to their respective maturity dates, in part by lot on August 15 of each year, commencing August 15, 2003 with respect to the Term Bonds maturing on August 15, 2011 and commencing August 15, 2012 with respect to the Term Bonds maturing on August 15, 2021, from Sinking Account payments at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest thereon to the redemption date, without premium, or in lieu thereof shall be purchased in whole or in part pursuant to the provisions described below, in the aggregate respective principal amounts and on the respective dates as set forthin the following tables; provided, however, that if some but not all of the Bonds have been redeemed pursuant to the optional redemption provisions described above, the total amount of all future Sinking Account payments shall be reduced by the aggregate principal amount of the Bonds so redeemed, to be allocated among the applicable Sinking Account payments as are thereafter payable on a pro rata basis in integral multiples of $5,000 as determined by the Agency (notice of which determination shall be given by the Agency to the Trustee).

TERM BONDS MATURING AUGUST 15, 2011 Sinking Account Redemption Date Principal Amount To Be (August 15) Redeemed or Purchased 2003 $160,000 2004 175,000 2005 185,000 2006 195,000 2007 210,000 2008 225,000 2009 240,000 2010 255,000 201 1 270,000 (maturity)

TERM BONDS MATURING AUGUST 15, 2021 Sinking Account Redemption Date Principal Amount To Be (August 15) Redeemed or Purchased 2012 $290,000 2013 310,000 2014 330,000 2015 350,000 2016 375,000 2017 400,000 2018 430,000 2019 455,000 2020 490,000 2021 520,000 (maturity) (1) May be paid in whole or in part from the Reserve Account.

6 Additionally, the Indenture provides that the Trustee may purchase Term Bonds at public or private sale, at the written direction of the Agency, as and when and at such prices as the Agency may in its discretion determine from moneys ondeposit as Sinking Account payments. The par amount of any of the Term Bonds so purchased by the Agency and surrendered to the Trustee forcancellation in any twelve-month period ending on June 1, in any year shall be credited towards and shall reduce the par amount of the Term Bonds otherwise required to be redeemed on the followingAugust 15 pursuant to the Sinking Account provisions. Notice of Redemption

As provided in the Indenture, when redemption is authorized or required, the Trustee will mail notice of any redemption (by firstclass mail, postage prepaid), at least thirty (30) but no more than sixty (60) days prior to the redemption date to the Owners of any Bonds designated forredemption at their respective addresses appearing on the registration books and to the Securities Depositories and one or more Information Services designated by the Agency, but neither failure to receive such notice nor any defectin the notice so mailed will affect the validity of the proceedings forredemption of such Bonds or the cessation of accrual of interest on the redemption date.

Such notice will specify the date of redemption and the redemption price, will state that such redemption is conditioned upon the timely delivery of the redemption price by the Agency to the Trustee fordeposit in the Redemption Account, will designate the CUSIP numbers, will state the individual Bond numbers of the Bonds to be redeemed or will state that all Bonds between two Bond numbers (both inclusive) or all of the Bonds Outstanding are to be redeemed and will require that such Bonds then be surrendered at the Principal Corporate Trust Officeof the Trustee forredemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from andafter the redemption date.

Whenever any Bonds or portions thereof are to be selected forredemption by lot, the Trustee will make such selection, in such manner as the Trustee deems fairand appropriate, and will notify the Agency thereof. In the event of redemption by lot of Bonds, the Trustee will assign to each Bond then Outstanding a distinctive number foreach $5,000 of the principal amount of each such Bond. The Bonds to be redeemed will be the Bonds to which were assigned numbers so selected, but only so much of the principal amount of each such Bond of a denomination of more than $5,000 will be redeemed as shall equal $5,000 for each number assigned to it and so selected.

In the event only a portion of any Bond is called forredemption, then upon surrender of such Bond the Agency will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Agency, a new Bond or Bonds of the same interest rate and maturity date, of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed. Transferand Exchange

Any Bond may be transferred or exchanged upon surrender of such Bond at the Principal Corporate Trust Officeof the Trustee in Los Angeles, California,for a like aggregate principal amount of Bonds of authorized denominations of like series, interest rate and maturity. The Agency may charge a reasonable sum foreach new Bond issued upon any exchange (after the initial exchange), and the Trustee will require the payment of any tax or other governmental charge by the Owner of the Bond requesting transfer or exchange. No transfer or exchange of Bonds is required to be made (i) during the fifteen days prior to the date established by the Trustee for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected forredemption.

7 Bonds Mutilated, Lost, Destroyed or Stolen

If any Bond shall become mutilated, the Agency, at the expense of the Bondowner, will execute, and the Trustee will thereupon authenticate and deliver, a new Bond of like tenor and amount in exchange and substitution forthe Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee will be canceled by it. If any Bond issued under the Indenture is lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Agency and the Trustee and, if such evidence is satisfactory to both and indemnity satisfactory to them has been given, the Agency, at the expense of the Bondowner, will execute, and the Trustee will thereupon authenticate and deliver, a new Bond of like tenor and amount in lieu of and in substitution forthe Bond so lost, destroyed or stolen. The Agency may require payment of a sum not exceeding the actual cost of preparing each new Bond issued under the provisions described in this paragraph and of the expenses which may be incurred by the Agency and the Trustee. Any Bond issued under the provisions described in this paragraph in lieu of any Bond alleged to be lost, destroyed or stolen will constitute an original contractual obligation on the part of the Agency whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and will be equally and proportionately entitled to the benefit of the Indenture with all other Bonds issued pursuant to the Indenture.

8 Scheduled Debt Service

The following tableshows the debt service schedule for the Bonds as of the date of delivery of the Bonds. Principal/ Interest Total Annual Year RedemE!tions Payments Debt Service August 15 1992 $193,432.29 $193,432.29 February 15, 1993 232,118.75 August 15 1993 $ 80,000 232,118.75 544,237.50 February 15, 1994 230,518.75 August 15 1994 85,000 230,518.75 546,037.50 February 15, 1995 228,393.75 August 15 1995 90,000 228,393.75 546,787.50 February 15, 1996 226,031.25 August 15 1996 105,000 226,031.25 557,062.50 February 15, 1997 223,143.75 August 15 1997 115,000 223,143.75 561,287.50 February 15, 1998 219,866.25 August 15 1998 120,000 219,866.25 559,732.50 February 15, 1999 216,326.25 August 15 1999 125,000 216,326.25 557,652.50 February 15, 2000 212,576.25 August 15 2000 135,000 212,576.25 560,152.50 February 15, 2001 208,458.75 August 15 2001 145,000 208,458.75 561,917.50 February 15, 2002 203,891.25 August 15 2002 155,000 203,891.25 562,782.50 February 15, 2003 198,931.25 August 15 2003 160,000 198,931.25 557,862.50 February 15, 2004 193,531.25 August 15 2004 175,000 193,531.25 562,062.50 February 15, 2005 187,625.00 August 15 2005 185,000 187,625.00 560,250.00 February 15, 2006 181,381.25 August 15 2006 195,000 181,381.25 557,762.50 February 15, 2007 174,800.00 August 15 2007 210,000 174,800.00 559,600.00 February 15, 2008 167,712.50 August 15 2008 225,000 167,712.50 560,425.00 February 15, 2009 160,118.75 August 15 2009 240,000 160,118.75 560,237.50 February 15, 2010 152,018.75 August 15 2010 255,000 152,018.75 559,037.50 February 15, 2011 143,412.50 August 15 2011 270,000 143,412.50 556,825.00 February 15, 2012 134,300.00 August 15 2012 290,000 134,300.00 558,600.00 February 15, 2013 124,440.00 August 15 2013 310,000 124,440.00 558,880.00 February 15, 2014 113,900.00 August 15 2014 330,000 113,900.00 557,800.00 February 15, 2015 102,680.00 August 15 2015 350,000 102,680.00 555,360.00 February 15, 2016 90,780.00 August 15 2016 375,000 90,780.00 556,560.00 February 15, 2017 78,030.00 August 15 2017 400,000 78,030.00 556,060.00 February 15, 2018 64,430.00 August 15 2018 430,000 64,430.00 558,860.00 February 15, 2019 49,810.00 August 15 2019 455,000 49,810.00 554,620.00 February 15, 2020 34,340.00 August 15 2020 490,000 34,340.00 558,680.00 February 15, 2021 17,680.00 August 15, 2021 520,000 17,680.00 555,360.00

9 SECURITY FOR THE BONDS AND BONDOWNERS' RISKS

Pledge of Tax Revenues

The Agency has pledged forrepayment of the Bonds (i) certain Tax Increment Revenues of the Redevelopment Project (the "Tax Revenues") subject to the first lien of the Series A Bonds and (ii) certain funds and accounts held under the Indenture and investment earnings with respect thereto. Tax Revenues pledged for repayment of the Bonds exclude certain Tax Increment Revenues (i) required to be deposited to the Agency's Low and Moderate Income Housing Fund and (ii) required to be paid to other taxing agencies pursuant to a pass-through agreement (see "PROJECTED TAX REVENUES · Deductions from Tax Increment Revenues" herein).

Tax Revenues are pledged to the payment of principal of, interest on and redemption premium, if any, with respect to the Bonds until all of the Bonds have been paid, or until moneys have been set aside irrevocably forthat purpose.

The Agency has no power to levy and collect property taxes, and any property tax limitation, legislative measure, voter initiative or provision of additional sources of income to taxing agencies having the effect of reducing the property tax rate must necessarily reduce the amount of Tax Increment Revenues that would otherwise be available to pay the principal of, interest on and premium, if any, on the Bonds. Likewise, broadened property tax exemptions or changes in economic conditions within the Redevelopment Project could have a similar effect.

The Bonds are limited obligations of the Agency payable on a subordinated basis solely fromTax Revenues, as definedherein, and, further, fromcertain funds and accounts created by the Indenture, as described herein, and investment earnings thereon. The Bonds shall not be deemed to constitute a debt or liability of the State of California or any of its political subdivisions thereof, other than the Agency. None of the City of La Mirada, the State of California or the Agency shall be obligated to pay the principal of the Bonds, or the interest thereon, except from the funds described herein, and neither the faith and credit nor the taxing power of the City of La Mirada, the State of California or any of its political subdivisions is pledged to the payment of the principal of or the interest on the Bonds.

Tax Increment Revenues

The Bonds will be secured by an irrevocable pledge of, and will be payable as to principal, interest and premium, if any, thereon, fromcertain Tax Increment Revenues received fromthe Redevelopment Project. As provided in the Redevelopment Plan and in the Indenture, and pursuant to Article 6 of Chapter 6 of the Law, and Section 16 of Article XVI of the Constitution of the State of California,taxes levied upon taxable property in the Redevelopment Project each year, by or forthe benefitof the State of California, any city, county, city and county or other public corporation forfiscal years beginning the first fiscal year commencing after the January 1 subsequent to the effective date of the ordinance adopting the Redevelopment Plan for the Redevelopment Project, or any amendment with respect thereto, are divided as follows:

1. The portion of levied taxes equal to the amount of those taxes which would have been produced by the current tax rate, applied to the assessed valuation of such property in the Redevelopment Project as last equalized prior to the establishment of the Redevelopment Project, or "base roll," will be, when collected, paid into the funds of those respective taxing agencies as taxes by or forsaid taxing agencies; and

10 2. That portion of said levied taxes each year in excess of the amount referred to in paragraph 1 above will be allocated to, and when collected, will be paid to the Agency, to the extent necessary to pay loans, advances and indebtedness of the Agency (the "Tax Increment Revenues").

Tax Increment Revenues allocated to the Agency are determined by the amount of incremental (increased) assessed valuations in the Redevelopment Project from the Base Year and the current rate at which property in the Redevelopment Project is taxed (see "PROJECTED TAX REVENUES" and "SECURITY FOR THE BONDS AND BONDOWNERS' RISKS - State Constitutional AmendmenUGovernment Appropriations Limitation" herein for further discussion of Tax Increment Revenues and limitations thereon). The reduction of assessed valuations of taxable property in the Redevelopment Proj ect caused by a relocation out of the Redevelopment Project by one or more of its major property owners, or the complete or partial destruction of such property would likely result in a reduction in the Tax Revenues which secure the Bonds. In addition, any reduction in tax rates or the valuation of taxable property in the Redevelopment Project, or delinquencies in the payment of property taxes, would cause a reduction in Tax Revenues that secure the Bonds. Such reduction of Tax Revenues could have an adverse effect on the Agency's ability to make timely payments of principal of, premium, if any, and interest on the Bonds. Projected Tax Increment Revenues

Receipt of projected Tax Revenues that secure the Bonds, in the amounts and at the times projected by the Agency (see "Projected Tax Revenue Assumptions and Bond Retirement" herein), depends in part on certain projected increases in real property values for inflation (see "PROJECTED TAX REVENUES - Tax Increment Revenues - Real Property Values" herein). The Agency has reason to believe that the projections of Tax Increment Revenues and the assumptions upon which the projections are based are reasonable. However, to the extent that the assumptions projecting an increase in future assessed valuations due to inflation are not actually realized, the Agency's ability to timely pay principal of, interest and premium, if any, on the Bonds may be adversely affected. Also, the projections of Tax Revenues herein do not include an allowance for any delinquencies in the payment of property taxes (see "PROJECTED TAX REVENUES - Deductions from Tax Increment Revenues - Tax Collection Rates" herein). Reserve Account

In order to secure further the timely payment of principal of and interest on the Bonds, the Agency is required, upon delivery of the Bonds, to deposit in the Reserve Account an amount equal to Maximum Annual Debt Service on the Bonds (the "Reserve Requirement"). The Agency is required to deposit fromTax Revenues, and maintain an amount of money equal to the Reserve Requirement in the Reserve Account at all times while the Bonds are outstanding. Amounts in the Reserve Account will be used to pay debt service on the Bonds to the extent other moneys are not available therefor. Earnings on amounts in the Reserve Account may be paid to the Agency to the extent not required to be used to make payments to the United States. Amounts in the Reserve Account may be used to pay the finalyear's debt service on the Bonds (see "THE INDENTURE" herein).

11 Earthquake Risk

Any natural disaster or other physical calamity, including earthquake, within the boundaries of the Redevelopment Project may have the effect of reducing Tax Revenues through reduction in assessed valuation, increased payment delinquency, or both. State Constitutional Amendment/Government Appropriations Limitation

Article XIIIA On June 6, 1978, Californiavoters approved an amendment (commonly known as both Proposition 13 and the Jarvis-Gann Initiative) to the State Constitution which imposes certain limitations on taxes that may be levied against real property. This amendment, which added Article XIIIA to the State Constitution, among other things, defines full cash value of property to mean "the county assessor's valuation of real property as shown on the 1975/76 tax bill under 'full cash value', or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment". This fullcash value may be adjusted annually to reflect inflation at a rate not to exceed two percent per year, or any reduction in the consumer price index or comparable local data, or any reduction in the event of declining property value caused by substantial damage, destruction or other factors. Theamendment further limits the amount of any ad valorem tax on real property to one percent of the full cash value of that property, except that additional taxes may be levied to pay debt service on indebtedness approved by the voters prior to July 1, 1978 and on any bonded indebtedness forthe acquisition or improvement of real property which is approved after July 1, 1978 by two-thirds of the votes cast by voters voting on such indebtedness. However, pursuant to a recent amendment to the CaliforniaConstitution, redevelopment agencies are prohibited fromreceiving any of the tax increment revenue attributable to tax rates levied to finance bonds approved by the voters on or after January 1, 1989.

In the general election held November 4, 1986, voters of the State of California approved two measures, Propositions 58 and 60, which further amend the terms "purchase" and "change of ownership", forpurposes of determining fullcash value of property under Article XIIIA, to not include the purchase or transfer of (1) real property between spouses and (2) the principal residence and the first$1 ,000,000 of other property between parents and children. Proposition 60 amends Article XIIIA to permit the Legislature to allow persons over age 55 who sell their residence and buy or build another of equal or lesser value within two years in the same county, to transfer the old residence's assessed value to the new residence.

Challenges to Article XIIIA In early 1990, the United States Supreme Court struck down as a violation of equal protection certain property tax assessment practices in West Virginia, which had resulted in vastly different assessments of similar properties. Since Article XIIIA of the State Constitution provides that property may only be reassessed up to 2% per year, except upon change of ownership or new construction, recent purchasers may pay substantially higher property taxes than long-time owners of comparable property in a community. The United States Supreme Court in the West Virginia case expressly declined to comment in any way on the constitutionality of Article XIIIA. Based on this decision, however, property owners in California brought three suits challenging the acquisition value assessment provision of Article XIIIA. Two cases involve residential property, and one case involves commercial property. In all three cases, State trial and appellate courts have upheld the constitutionality of Article XIIIA's assessment rules and concluded that the West Virginia case did not apply to California'slaws. However, the United States Supreme Court has recently agreed to hear the appeal in Nordlinger v. Hahn, one of the challenges relating to residential property. The Agency cannot predict how the United States Supreme Court will resolve the challenge to Article XIIIA. If the

12 plaintiffs' contentions are upheld, it is possible that property assessments will be substantially reduced forthose who purchased property after Article XIIIA was enacted. The Agency cannot predict the ultimate effect any decision holding California's present system of property tax assessment unconstitutional would have on the Agency's Tax Revenues or on its ability to meet its obligation under the Indenture.

Article XIIIB On October 6, 1979, Californiavoters approved Proposition 4, or the Gann Initiative, which added Article XIIIB to the California Constitution. The principal thrust of Article XIIIB is to limit the annual appropriations of the State and any city, county, city and county, school district, authority or other political subdivision of the State. The "base year" forestablishing such appropriations limit is the 1978/79 Fiscal Year, and the limit is to be adjusted annually to reflect changes in population, consumer prices and certain increases in the cost of services provided by public agencies.

Appropriations subject to Article XIIIB include generally the proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions, refunds of taxes, benefit payments from retirement, unemployment insurance and disability insurance funds. "Proceeds of taxes" include, but are not limited to, all tax revenues and the proceeds to an entity of government, from(1) regulatory licenses, user charges and user fees,to the extent that such charges and fe es exceed the costs reasonably borne in providing the regulation, product or service, and (2) the investment of tax revenues. Article XIIIB includes a requirement that if an entity's revenues in any year exceed the amounts permitted to be spent, the excess would have to be returned by revising tax rates or fe e schedules over the subsequent two years. To the extent such tax rates are revised, Tax Increment Revenues may be affected, since Tax Increment Revenues allocated to the Agency are a function of the combination of tax rates levied by certain taxing agencies having jurisdiction within the Redevelopment Project and assessments of property located within the Redevelopment Project.

Statutes of 1980, Chapter 1342 (Senate Bill 1972), enacted by the California Legislature and effective as an urgency measure on September 30, 1980, added Section 33678 to the Law. Section 33678 provides that the allocation and payment of taxes to redevelopment agencies, including the Agency, forthe purpose of paying principal of, or interest on, loans, advances or indebtedness incurred for redevelopment activity as defined in the statute shall not be deemed the receipt by the Agency of proceeds of taxes levied by or on behalf of the Agency within the meaning or forthe purposes of Article XIIIB of the California Constitution, nor shall such portion of taxes be deemed receipt of proceeds of taxes by, or an appropriation subject to the limitation of, any other public body within the meaning or for the purposes of Article XIIIB of the California Constitution or any statutory provision enacted in implementation of Article XIIIB. The constitutionality of Section 33678 has been upheld in two Californiaappe llate court decisions: Bell Community Redevelopment Agency v. Woosley, and Brown v. Community Redevelopment Agency of the City of Santa Ana. In the Santa Ana decision, a petition for hearing was filed by the plaintiffand subsequently denied by the CaliforniaSupreme Court. On the basis of these decisions, the Agency has not adopted an appropriations limit.

13 Projected Tax Revenue Assumptions and Bond Retirement

Receipt of projected Tax Revenues in the amounts and at the times projected by the Agency depends on the realization of certain assumptions relating to the Tax Increment Revenues. The projections of Tax Revenues shown on the followingtable were based on the assumptions shown below. Based upon the projected Tax Revenues, the Agency expects sufficientfu nds should be available to the Agency to pay debt service on the Bonds. Although the Agency believes that the assumptions upon which the projected Tax Revenues are based are reasonable, the Agency and the Financing Consultant provide no assurance that the projected Tax Revenues will be achieved. To the extent that the assumptions are not actually realized, the Agency's ability to timely pay principal of and interest on the Bonds may be adversely affected.

a) The 1991/92 secured roll was assumed to increase two percent (2%) annually forinflation as allowed by Article XIIIA of the Califo rnia Constitution (see "PROJECTED TAX REVENUES - Tax Increment Revenues - Real Property Values" and "Historical Assessed Valuation and Tax Increment Revenues" herein).

b) The values of unsecured personal property, state assessed utility property and unitary revenues have been maintained throughout the projection at their 1991/92 levels.

c) For the purposes of the projections, it was assumed that there would not be any value added to the 1991/92 tax rolls as a result of changes in property ownership.

d) For the purposes of the projections, it was assumed that there would not be any value added to the 1991/92 tax rolls as a result of new construction activity (see "THE AGENCY - Description of the Redevelopment Project" herein).

e) Tax rates used in the determination of Tax Increment Revenues each year are reduced from the prior year's rate by an amount approximately equal to the average annual drop in the rates experienced between 1987/88 and 1991/92. The decline is allowed to continue until the rate stabilizes at the rate of $1.00 per $100 of taxable value (see "PROJECTED TAX REVENUES - Tax Increment Revenues - Property Tax Rate" herein).

f) Certain amounts required to be paid pursuant to the pass-through agreement with Los Angeles County were deducted from projected Tax Increment Revenues (see "PROJECTED TAX REVENUES · Deductions from Tax Increment Revenues - Pass-Through Agreements" herein).

g) Certain amounts required to be deposited to the Agency's Low and Moderate Income Housing Fund were deducted from projected Tax Increment Revenues (see "PROJECTED TAX REVENUES · Deductions from Tax Increment Revenues - Low and Moderate Income Housing" herein).

h) Projected Tax Increment Revenues do not reflect delinquencies (see "PROJECTED TAX REVENUES · Deductions fromTax Increment Revenues - Tax Collection Rates" herein).

i) Debt Service on the Series A Bonds (see "THE AGENCY - Outstanding Indebtedness of the Redevelopment Project" herein) has been deducted.

14 LA MIRADA REDEVELOPMENT AGENCY PROJECTED REVENUES AND BOND RETIREMENT

Bond Year Projected Housing Net Pass- Available J' Y 1991/92 Series A Series B Combined Ending Tax Set-Aside Through Tax Debt Service Debt Debt Debt Coverage Aug 15 Increment Deduction Deduction Revenues Paid to Date• Service Service Service Ratio 1992 $2,793,706 $ (558,741) $ (365,450) $1,869,515 $216,717 $298,603 $193,432 $ 708,752 2.64 1993 2,851,067 (570,213) (413,882) 1,866,972 0 881,648 544,238 1,425,886 1.31 1994 2,925,911 (585,182) (449,487) 1,891,242 0 877,408 546,038 1,423,446 1.33 1995 2,972,783 (594,557) (485,802) 1,892,424 0 877,845 546,788 1,424,633 1.33 1996 3,046,809 (609,362) (522,843) 1,914,604 0 872,585 557,063 1,429,648 1.34 1997 3,120,874 (624,175) (560,626) 1,936,073 0 871,948 561,288 1,433,236 1.35 1998 3,163,859 (632,772) (599,165) 1,931 ,922 0 870,638 559,733 1,430,371 1.35 1999 3,269,044 (653,809) (638,474) 1,976,761 0 863,543 557,653 1,421,196 1.39 2000 3,376,333 (675,267) (678,569) 2,022,497 0 860,733 560,153 1,420,886 1.42 2001 3,485,768 (697,154) (719,466) 2,069,148 0 862,258 561,918 1,424,176 1.45 2002 3,597,391 (719,478) (761,182) 2,116,731 0 857,688 562,783 1,420,471 1.49 2003 3,711,247 (742,249) (803,731) 2,165,267 0 857,375 557,863 1,415,238 I.53 2004 3,827,380 (765,476) (847,131) 2,214,773 0 860,995 562,063 1,423,058 1.56 2005 3,945,835 (789,167) (891,399) 2,265,269 0 858,355 560,250 1,418,605 1.60 2006 4,066,660 (813,332) (936,553) 2,316,775 0 859,770 557,763 1,417,533 1.63 2007 4,189,901 (837,980) (982,611) 2,369,310 0 859,925 559,600 1,419,525 1.67 2008 4,315,606 (863,121) (1,029,588) 2,422,897 0 858,820 560,425 1,419,245 1.71 2009 4,443,827 (888,765) (1,077,506) 2,477,556 0 861,455 560,238 1,421,693 1.74 2010 4,574,612 (914,922) (1,126,381) 2,533,309 0 862,515 559,038 1,421,553 1.78 2011 4,708,011 (941,602) (1,176,236) 2,590,173 0 862,000 556,825 1,418,825 1.83 2012 4,844,080 (968,816) (1,227,086) 2,648,178 0 859,910 558,600 1,418,510 1.87 2013 4,982,869 (996,574) (1,278,953) 2,707,342 0 859,880 558,880 1,418,760 1.91 2014 5,124,435 (1,024,887) (1,331,858) 2,767,690 0 862,870 557,800 1,420,670 1.95 2015 5,268,831 (1,053,766) (1,385,821) 2,829,244 0 858,550 555,360 1,413,910 2.00 2016 5,416,116 (1,083,223) (1,440,863) 2,892,030 0 857,250 556,560 1,413,810 2.05 2017 5,566,347 (1,113,269) (1,497,006) 2,956,072 0 858,640 556,060 1,414,700 2.09 2018 5,719,581 (1,143,916) (1,554,272) 3,021,393 0 857,390 558,860 1,416,250 2.13 2019 5,875,881 (1,175,176) (1,612,683) 3,088,022 0 853,500 554,620 1,408,120 2.19 2020 6,035,306 (1,207 ,061) (1,672,263) 3,155,982 0 851 ,970 558,680 1,410,650 2.24 2021 6,197,920 (1,239,584) (1,733,034) 3,225,302 0 847,470 555,360 1,402,830 2.30 The Projected Tax Revenues contained within this table are subject to several variables described herein. The Agency provides no assurance that the Projected Tax Revenues and Coverage Ratios shown will be achieved (see "SECURITY .FOR THE BONDS AND BONDOWNERS' RISKS" herein).

* February 15, 1992 debt service payment on 1987 Bonds to be refunded(see "THE REFUNDING PROGRAM" herein).

15 THE INDENTURE

The following is a summary of certain provisions of the Indenture and does not purport to be a complete restatement thereof. Reference is hereby made to the Indenture for further information in this regard. Copies of the Indenture are available from the Agency upon request. Creation of Funds and Accounts

The Indenture establishes the following Funds and Accounts forthe Bonds.

1. The Special Fund (the "Special Fund"), which will be held by the Agency fordeposit of Tax Revenues when received by the Agency prior to transferof such Tax Revenues to the Trustee.

2. The Debt Service Fund (the "Debt Service Fund"), which will be held by the Trustee and within such Fund the following Accounts forthe Bonds have been established by the Indenture for the deposit of Tax Revenues when transferred by the Agency from the Special Fund to the Trustee.

(a) Interest Account. Moneys in the Interest Account will be used solely to pay the interest on the Bonds as it becomes due and payable.

(b) Principal Account. Moneys in the Principal Account will be used solely to pay the principal of the Serial Bonds as it becomes due and payable.

(c) Sinking Account. Moneys in the Sinking Account will be used solely to pay the principal of the Term Bonds as it becomes due and payable pursuant to the Sinking Account redemption provisions.

(d) Reserve Account. Moneys in the Reserve Account will be used solely to mitigate any deficiency in and to replenish the Interest Account, the Principal Account and the Sinking Account, so that the Trustee may timely pay interest on or principal (including Sinking Account payments) of the Bonds in the event no other money is available therefor,and to pay all or a portion of the finaldebt service payment on the Bonds.

(e) Redemption Account. Moneys in the Redemption Account will be used solely to pay the principal of and redemption premium, if any, on the Bonds to be redeemed pursuant to an optional redemption of such Bonds on the date set for such redemption.

3. The Bond Proceeds Fund (the "Bond Proceeds Fund") which will be held by the Trustee and within such Fund, a Costs oflssuance Account. The Trustee shall deposit a portion of proceeds of the Bonds into the Bond Proceeds Fund to be used for thefollowing purpose:

(a) Costs of Issuance Account. Moneys in the Costs of Issuance Account will be used to defray necessary expenses in connection with the issuance and sale of the Bonds. The Costs of Issuance Account will be initially held by the Trustee. Any moneys remaining in the Costs of Issuance Account after six (6) months from the Closing Date, or on an earlier date upon the Written Request of the Agency, will be transferred to the Agency.

16 Application of Tax Revenues

The Agency will deposit all of the Tax Revenues received in any Bond Year in the Special Fund until such time during such Bond Year as the amounts on deposit in the Special Fund equal the aggregate amount required to be transferred to the Trustee for deposit in the Interest, Principal, Sinking, Reserve and Redemption Accounts in such Bond Year. The Special Fund will be held by the Agency in trust for the benefit of the Bondowners and will be disbursed, allocated, transfe rred and applied solely forthe uses and purposes designated in the Indenture. As long as any of the Bonds are Outstanding, the Agency will not have any beneficialright or interest in the moneys on deposit in the Special Fund, except as provided in the Indenture. Notwithstanding the foregoing, the Agency is not required to deposit Tax Revenues in the Special Fund in excess of the amount required to be transferred to the Trustee forthe then current Bond Year.

Moneys in the Special Fund will be transfe rred by the Agency to the Trustee and deposited in the Debt Service Fund, in the following respective special accounts and in the following priority:

1. Interest Account. On or before the fifth Business Day preceding each Interest Payment Date, the Agency will transfer from the Special Fund for deposit in the Interest Account an amount which, when added to the amount contained in the Interest Account on that date, will equal the aggregate amount of interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date.

2. Principal Account. On or before thefifth Business Day preceding August 15 in each year, beginning August 15, 1993 , the Agency will transfer from the Special Fund for deposit in the Principal Account an amount which, when added to the amount contained in the Principal Account on such date, will equal the principal becoming due and payable on the Outstanding Serial Bonds and maturing Term Bonds on the next August 15.

3. Sinking Account. On or before the the fifth Business Day preceding each August 15 on which any Outstanding Term Bonds are subject to mandatory redemption from Sinking Account payments, as provided herein, the Agency shall transfer from the Special Fund fordeposit in the Sinking Account an amount which, when added to the amount contained in the Sinking Account on that date, will be equal to the aggregate principal amount of the Term Bonds required to be redeemed on such August 15 fromSinking Account payments.

4. Reserve Account. In the event that the amount on deposit in the Reserve Account at any time becomes less than the Reserve Requirement, the Trustee will promptly notify the Agency of such fact. Promptly upon receipt of any such notice, the Agency will transfer to the Trustee an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. If there are then not sufficient Tax Revenues to transfer an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account, the Agency will be obligated to continue making transfersas Tax Revenues become available in the Special Fund until there is an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. No such transfer and deposit need be made to the Reserve Account so long as there will be on deposit therein a sum at least'equal to the Reserve Requirement. All money in the Reserve Account will be used and withdrawn by the Trustee solely forthe purpose of making transfers to the Interest Account, Principal Account and Sinking Account, in such order of priority, in the event of any deficiency at any time in any of the accounts or for the retirement of all the Bonds then Outstanding, except that so long as the Agency is not in defaultunder the Indenture, any amount in the Reserve Account in excess of the Reserve Requirement will be withdrawn from the Reserve Account semiannually on or before the fifth Business Day preceding February 15 and August 15 by the Trustee and deposited in the Interest Account. All amounts in the Reserve Account on the fifthBu siness Day preceding the final Interest Payment Date will be withdrawn from the Reserve Account and will be transferred either (i) to the Interest Account and Principal Account, in such

17 order, to the extent required to make the deposits then required to be made pursuant to the provisions described in this paragraph or, (ii) if the Agency will have caused to be transferred to the Trustee an amount sufficient to make the deposits required to be made to the Interest, Principal, Sinking and Redemption Accounts pursuant to the Indenture, then at the Written Request of the Agency, to the Agency.

The Agency reserves the right upon prior notification of Standard & Poor's Corporation, to deposit initially or to substitute, at any time and from time to time, one or more letters of credit, surety bonds, bond insurance policies or other formof guarantee from a financialinstitution the long-term unsecured obligations of which are rated not less than "AAA" by Standard & Poor's Corporation in lieu of or in substitution for all or any portion of the Reserve Requirement, under the terms of which the Trustee is unconditionally entitled to draw amounts when required forthe purposes of the Reserve Account. Upon substitution by the Agency with the Trustee of any such letter of credit, surety bond, bond insurance policy or other form of guarantee, the Trustee will withdraw from the Reserve Account and transfer to the Agency, as its property free and clear of the pledge of the Indenture, an amount equal to the principal amount of such letter of credit, surety bond, bond insurance policy or other formof guarantee.

5. Redemption Account. On or before the fifth Business Day preceding any Interest Payment Date on which Bonds are to be redeemed pursuant to the optional redemption provisions described herein, the Trustee shall withdraw from the Debt Service Fund for deposit in the Redemption Account an amount required to pay the principal of and premium, if any, on the Bonds to be redeemed on such Interest Payment Date pursuant to such optional redemption provisions. Investment of Funds

All moneys in any of the funds or accounts established with the Trustee pursuant to the Indenture will be invested by the Trustee solely in Permitted Investments, as directed pursuant to the Written Request of the Agency filedwith the Trustee at least two (2) Business Days in advance of the making of such investments except that moneys in the Reserve Account shall not be invested in Permitted Investments having a maturity of more than seven years. In the absence of any such Written Request of the Agency, the Trustee will invest any such moneys in Permitted Investments described in clause (h) of the definition of Permitted Investments set forth in Appendix A hereof. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. For the purpose of determining the amount on deposit in any fund or account, all Permitted Investments credited to such fund or account will be valued at the lower of the cost thereof (excluding brokerage commissions and accrued interest, if any) or the market value thereof.

All interest or gain derived from the investment of amounts in any of the funds or accounts established under the Indenture and held by the Trustee will be deposited in the Interest Account; provided however, that all interest or gain derived from the investment of amounts in the Reserve Account shall be deposited in the Interest Account to the extent not required to cause the balance in the Reserve Account to equal the Reserve Requirement. For purposes of acquiring any investments, the Trustee may commingle funds held by it under the Indenture upon the Written Request of the Agency. The Trustee may act as principal or agent in the acquisition of any investment. The Trustee will incur no liability forlosses arising fromany investments described herein.

All moneys in the Special Fund will be invested by the Agency in any obligations in which the Agency is authorized to invest its fundsunder the Law.

18 Parity Debt In the event that the Agency's Community Facilities District No. 89-1 1990 Special Tax Bonds, (the "Special Tax Bonds") are outstanding (see "THE AGENCY - Outstanding Indebtedness of the Agency" herein), the Agency may not issue or incur Parity Debt on a parity with the Bonds. Provided that the Agency's Special Tax Bonds are no longer outstanding under the indenture pursuant to which such Bonds were issued, the Agency may issue or incur Parity Debt on a parity with the Bonds subject to the followingspecific conditions.

The Trustee shall receive, prior to the delivery of the Parity Debt:

(i) Copies of the resolution authorizing the issuance thereof and the Supplemental Indenture pursuant to which such Parity Debt is authorized to be issued or incurred, each certified by an authorized officerof the Agency;

(ii) An opinion of Bond Counsel stating (1) that the resolution and Supplemental Indenture pursuant to which such Parity Debt is authorized to be issued or incurred are valid and enforceable in accordance with their terms; (2) that the Indenture and such Supplemental Indenture create a valid pledge of that which they purport to pledge; and (3) that the total principal amount of Bonds to be issued and then Outstanding will not exceed any limit imposed by law;

(iii) A Written Certificateof the Agency stating that the Agency is not, at the time of issuance or incurrence of such Parity Debt, in default under the Indenture or any Supplemental Indenture, directing the Trustee or designated trustee to deliver such Parity Debt, as authorized, and stating the amounts to be deposited in the various applicable fundsand accounts; and

(iv) With respect to such Parity Debt, a Written Certificate of the Agency (which the Trustee shall have no responsibility forthe review or verification thereoD showing:

(a) The Maximum Annual Debt Service with respect to the Series A Bonds and the Bonds reasonably expected to be Outstanding, including the Parity Debt then being delivered and any other Parity Debt issued or incurred by the Agency on a parity with the Bonds and such Parity Debt.

(b) For the then current Fiscal Year, the Tax Revenues (excluding subventions and investment earnings) to be received by the Agency based upon the most recently equalized assessment roll and the most recently established tax rates.

(c) That foreach Fiscal Year during which the Bonds, including such Parity Debt, will be Outstanding, the Tax Revenues referred to in item (b) above are at least 125% of the Maximum Annual Debt Service referred to in item (a) above.

(d) For the purposes of the calculation of the coverage requirements described above with respect to the issuance of Parity Debt, Outstanding Bonds and Parity Debt shall not include Parity Debt to the extent the proceeds thereof are required by the Supplemental Indenture authorizing the issuance of such Parity Debt to be deposited as follows:

(1) All or part of such proceeds shall be deposited in an escrow fund to be established by such Supplemental Indenture and initially invested in an investment agreement and an amount equal to the difference between the projected interest earnings on such proceeds and the interest due on the escrowed bonds shall be deposited in the Interest Account; and

(2) Moneys may be transferred from the escrow fund only if Tax Revenues (excluding subventions and investment earnings) for each Fiscal Year during which Bonds will remain Outstanding will be at least equal to 125% of Maximum Annual Debt Service on all

19 Outstanding Bonds less a principal amount of such Parity Debt equal to the amount of moneys on deposit in the escrow account after each such transfer.

(e) That upon the delivery of the proposed Parity Debt, an amount equal to or in excess of the Reserve Requirement applicable as the result of the issuance or incurrence of such Parity Debt will be deposited or credited to the Reserve Account.

(D That unless the Agency has determined that a maturity date and that interest payment dates other than those of the Bonds will not adversely affect the interests of the Owners of such Bonds then Outstanding, the Parity Debt will mature on August 15, and interest thereon will be payable February 15 and August 15 of each year.

(g) The aggregate amount of principal and interest on all Series A Bonds, Outstanding Bonds, Parity Debt and any Subordinate Debt coming due and payable following the issuance of such Parity Debt shall not exceed the maximum amount of Tax Revenues permitted within the Plan Limit.

If the Agency is in compliance with all covenants set forth in the Indenture, the Agency may for any purpose issue or incur obligations having a lien on the Tax Revenues which is subordinate to the pledge of the Tax Revenues to the Bonds. Additional Covenants

1. Punctual Payment. The Agency will punctually pay or cause to be paid the principal, redemption premium, if any, and interest to become due in respect of the Bonds, in strict conformity with the terms of the Bonds and the Indenture and it will faithfully observe and perform all of the conditions, covenants and requirements of the Indenture and all supplemental indentures and the Bonds. Nothing contained in the Indenture will prevent the Agency from making advances of its own moneys howsoever derived to any of the uses or purposes referred to in the Indenture.

2. Limitation on Additional Indebtedness; Against Encumbrances. The Agency hereby covenants that, so long as the Bonds are Outstanding, other than the Series A Bonds, the Agency shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness, which is in any case payable fromall or any part of the Tax Revenues, excepting only the Bonds, any Parity Debt and any Subordinate Debt. Other than the Series A Bonds, the Agency will not otherwise encumber, pledge or place any charge or lien upon any of the Tax Revenues or other amounts pledged to the Bonds superior to the pledge and lien herein created in the Indenture for the benefit of the Bonds. Any pass-through agreements entered into by the Agency after the date of the Indenture pursuant to Section 33401 of the Law or any other applicable provisions of the Law, will provide that payment of any amounts thereunder will be subordinate to the pledge in the Indenture of Tax Revenues or other amounts pledged to the payment of the Bonds.

3. Extension of Time For Payment. The Agency will not, directly or indirectly, extend or consent to the extension of the time forthe payment of any Bond or claim forinterest on any of the Bonds and will not, directly or indirectly, be a party to or approve any such arrangement by purchasing or funding the Bonds or claims forinterest in any other manner. In case the maturity of any such Bond or claim forinterest shall be extended or funded, whether or not with the consent of the Agency, such Bond or claim forinterest so extended or fundedwill not be entitled, in case of default under the Indenture, to the benefitsof the Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded.

20 4. Payment of Claims. The Agency will promptly pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Agency or upon the Tax Revenues or any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds. Nothing contained in the Indenture will require the Agency to make any such payment so long as the Agency in good faithwill contest the validity of said claims.

5. Books and Accounts; Financial Statement. The Agency will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Agency and the City of La Mirada, in which complete and correct entries will be made of all transactions relating to the Redevelopment Project, the Tax Revenues and the Special Fund. Such books of record and accounts will at all times during business hours be subject to the inspection of the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives authorized in writing.

The Agency will cause to be prepared and filed with the Trustee annually, within one hundred eighty (180) days after the close of each Fiscal Year so long as any of the Bonds are Outstanding, complete audited financial statements with respect to such Fiscal Year showing the Tax Revenues, all disbursements of Tax Revenues and the financial condition of the Redevelopment Project, including the balances in all funds and accounts relating to the Redevelopment Project, as of the end of such Fiscal Year, which statements will be accompanied by a Written Certificate of the Agency and a written certificate or opinion of an Independent Accountant stating that the Agency is in compliance with its obligations under the Indenture. The Agency will furnish a copy of such statements to any Owner of the Bonds upon reasonable request and at the expense of such Owner. The Trustee will have no duties or obligation with respect to such financialstatements other than to act as custodian thereof

6. Protection of Security and Rights. The Agency will preserve and protect the security of the Bonds and the rights of the Owners of the Bonds. From and after the Closing Date, the Bonds will be incontestable by the Agency.

7. Payments of Taxes and Other Charges. Except as otherwise provided in the Indenture, the Agency will pay and discharge, or cause to be paid and discharged, all taxes, services charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Agency or the properties then owned by the Agency in the Redevelopment Project, or upon the revenues therefrom, when the same will become due. Nothing contained in the Indenture will require the Agency to make any such payment so long as the Agency in good faithwill contest the validity of said taxes, assessments or charges. The Agency will duly observe and conformwith all valid requirements of any governmental authority relative to the Redevelopment Project or any part thereof.

8. Taxation of Leased Property. All amounts derived by the Agency pursuant to Section 33673 of the Law with respect to the lease of property for redevelopment will be treated as Tax Increment Revenues forall purposes of the Indenture.

9. Disposition of Property. The Agency will not participate in the disposition of any land or real property in the Redevelopment Project to anyone which will result in such property becoming exempt from taxation because of public ownership or use or otherwise (except property dedicated for public right-of-way and except property planned for such public ownership or use by the Redevelopment Plan in effect on the date of the Indenture) so that such disposition will, when taken together with other such dispositions, aggregate more than ten percent (10%) of the most recent assessed valuation of the property in the Redevelopment Project unless such disposition is permitted as described below. If the Agency proposes to participate in such a disposition, it shall thereupon appoint an Independent Redevelopment Consultant to report on the effect of said

21 proposed disposition. If the report of the Independent Redevelopment Consultant concludes that the security of the Bonds or the rights of the Owners of the Bonds will not be materially impaired by said proposed disposition, the Agency may make the disposition. If said report concludes that such security will be materially impaired by said proposed disposition, the Agency shall disapprove the proposed disposition.

10. Maintenance of Tax Increment Revenues. The Agency will comply with all requirements of the Law to insure the allocation and payment to it of the Tax Increment Revenues, including without limitation the timely filing of any necessary statements of indebtedness with appropriate officialsof the County of Los Angeles and, in the case of amounts payable by the State, appropriate officials of the State, and will forward information copies of each such filing to the Trustee.

11. No Arbitrage. The Agency will not take, or permit or sufferto be taken by the Trustee or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of original delivery of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Tax Code and applicable Tax Regulations.

12. Private Business Use Limitations. The Agency will assure that (i) not in excess of ten percent ( 10%) of the proceeds of the Bonds will be used for Private Business Use if, in addition, the payment of the principal of, or interest on, more than or ten percent (10%) of the proceeds of the Bonds during the term thereof is (under the terms of the Bonds or any underlying arrangement), directly or indirectly, secured by any interest in property or payments in respect of property used or to be used for a Private Business Use or to be derived from payments (whether or not to the Agency), in respect of property or borrowed money used or to be used fora Private Business Use; and (ii) in the event that in excess of five percent (5%) of the proceeds of the Bonds are used for a Private Business Use, and in addition, the payment of principal of, or interest on, more than five percent (5%) of the Proceeds of the Bonds is (under the terms of the Bonds or any underlying arrangement), directly or indirectly, secured by any interest in property, or payments in respect of property, used or to be used for said Private Business Use or is to be derived from payments (whether or not to the Agency), in respect of property or borrowed money used or to be used forsaid Private Business Use, then (A) said excess over fivepercent (5%) of proceeds of the Bonds used for a Private Business Use will be used fora Private Business Use related to a government use of such proceeds and (B) each such Private Business Use over five percent (5%) of the proceeds of the Bonds which is related to a government use of such proceeds shall not exceed the amount of such proceeds which is used for the government use of proceeds to which such Private Business Use is related.

13. Private Loan Limitation. The Agency will assure that not in excess of the lesser of five percent (5%) of the Proceeds of the Bonds or $5,000,000 is to be used, directly or indirectly, to make or finance loans (other than loans constituting Nonpurpose Obligations and other loans which enable the borrower to finance any governmental tax or assessment of general application for a specificessential governmental function)to persons other than state or local government units.

14. Federal Guarantee Prohibition. The Agency shall take no action, nor permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Tax Code and applicable Tax Regulations.

15. Compliance with Rebate Requirements. The Agency shall assure compliance with the requirements for rebate of excess investment earnings to the federal government in accordance with Section 148(£)of the Tax Code and applicable Tax Regulations.

22 16. Compliance with the Tax Code. The Agency covenants to take any and all action and to refrain fromtaking such action, which is necessary in order to comply with the Tax Code in order to maintain the exclusion from federal gross income, pursuant to Section 103 of the Tax Code, of the interest on the Bonds paid by the Agency and received by the Owners.

17. Compliance with Law; Low and Moderate Income Housing Fund. The Agency will ensure that all activities undertaken by the Agency with respect to the redevelopment of the Redevelopment Project are undertaken and accomplished in conformity with all applicable requirements of the Redevelopment Plan and the Law, including, without limitation, duly noticing and holding any public hearing required by either Section 33445 or Section 33679 of the Law prior to application of proceeds of the Bonds to any portion of the Redevelopment Project. Without limiting the generality of the foregoing,the Agency covenants that it will deposit or cause to be deposited in the Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the Law, all amounts when, as and if required to be deposited therein pursuant to the Law.

18. Management and Operations of Properties. The Agency will manage and operate all properties owned by the Agency and comprising any part of the Redevelopment Project in a sound and businesslike manner, and will keep such properties insured at all times in conformity with sound business practice.

19. Covenant with Respect to Mortgages. The Agency covenants that the proceeds of the Bonds will not be used directly or indirectly for mortgages (or similar security instruments) on owner-occupied residences so as to cause the Bonds to be subject to the provisions of Section 143 of the Tax Code and the Tax Regulations promulgated thereunder.

20. Further Assurances. The Agency will adopt, make, execute and deliver any and all such furtherresoluti ons, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitatethe performanceof the Indenture, and forthe better assuring and confirmingunto the Owners of the Bonds the rights and benefitsprovided in the Indenture. Events of Default and Acceleration Of Maturities

Any one or more of the followingevents will constitute an Event of Defaultunder the Indenture:

1. Default by the Agency in the due and punctual payment of the principal of or interest or, redemption premium, if any, on any Bond when and as the same will become due and payable whether at maturity, by declaration or otherwise;

2. Default by the Agency in the observance of any of the covenants, agreements or conditions contained in the Indenture or in the Bonds, other than a default described in the preceding clause (1), and such default will have continued fora period of 60 days after written notice to the Agency; or

3. If the Agency commences a voluntary action under Title 11 of the United States Code or any substitute or successor statute.

If an Event of Default has occurred and is continuing, the Trustee may, and if so requested in writing by the Owners of not less than a majority in aggregate principal amount of Bonds then Outstanding the Trustee will, (a) declare the principal of all of the Bonds then Outstanding and the interest accrued thereon to he due and payable immediately, and upon any such declaration, the same will become and will be immediately due and payable, anything in the Indenture or in the Bonds to the contrary notwithstanding, and (b) exercise any other remedies available to the Trustee and the Owners in law or at equity.

23 Such declaration may be rescinded by written notice to the Agency by the Owners of not less than a majority in aggregate principal amount of Bonds then Outstanding provided the Agency deposits with the Trustee of a sum sufficientto pay all principal of the Bonds matured prior to such declaration and all matured installments of interest (if any) upon the Bonds, with interest (to the extent permitted by law) at the rate of 12% per annum on such overdue installments of principal and interest and the reasonable expenses of the Trustee. Application of Funds Upon Acceleration

All of the Tax Revenues and all sums in the funds and accounts established and held by the Trustee under the Indenture upon the date of the declaration of acceleration as provided in the Indenture, and all sums thereafter received by the Trustee under the Indenture, shall be applied by the Trustee in the following order upon presentation of the several Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fu lly paid:

First, to the payment of the fe es, costs and expenses of the Trustee in declaring such Event of Default and in exercising the rights and remedies set forth in the Indenture, including reasonable compensation to its agents, attorneys and counsel; and

Second, to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, with interest on the overdue principal and installments of interest at the net effective rate then borne by the Outstanding Bonds (to the extent that such interest on overdue installments of principal and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. Remedies; Limitations on Owner's Remedies

The Indenture provides that no remedy conferred therein upon the Trustee or any Owner of the Bonds will be exclusive of any other remedy and that each and every remedy will be cumulative and will be in addition to every other remedy given under the Indenture or now or hereafter existing. However, the effectof any such remedies may be limited by the laws of the State of Californiaaff ecting such remedies and may also be limited by laws governing enforcement of creditors' rights and be subject to judicial application of general principle of equity.

In addition, the Indenture provides that no Owner of any Bond issued thereunder shall have the right to institute any suit, action or proceeding at law or in equity, forany remedy under or upon the Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default;(b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers granted under the Indenture or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request fora period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

24 Such notification, request, tender of indemnity and refusalor omission are declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right under the Indenture, except in the manner provided therein and that all proceedings at law or in equity to enforce any provision of the Indenture shall be instituted, had and maintained in the manner provided in the Indenture and for the equal benefit of all Owners of the Outstanding Bonds. Amendments The Indenture and the rights and obligations of the Agency and of the Owners of the Bonds may be modified or amended by a Supplemental Indenture without the consent of the Owners of the Bonds (a) to add to the covenants and agreements of the Agency other covenants and agreements thereafter to be observed or to limit or surrender any rights of power reserved to or granted to the Agency; (b) to cure any ambiguity or defective provision provided that the interest of the owners shall not be materially adversely affected; or (c) to amend the provisions relating to the Tax Code but only if and to the extent such amendment will not adversely affect the exemption from fe deral income taxation in the opinion of nationally recognized bond counsel. For any other purpose, the Indenture may be modified or amended only with the consent of the Owners of at least a majority of all Bonds then Outstanding (exclusive of Bonds owned by the Agency or the City of La Mirada). However, no modification or amendment will extend the maturity, reduce the interest rate or alter or impair the obligation of the Agency to pay principal, interest or any premium on the Bonds, reduce the percentage of consent required for amendment or modification, without the express consent of the Owners of the Bonds. Such amendment may not modify the rights and obligations of the Trustee without its written consent. Discharge of Indenture If the Agency shall pay and discharge the entire indebtedness on all Bonds or any portion thereof in any one or more of the followingways:

(a) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on all or the applicable portion of Outstanding Bonds, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee or another fiduciary,in trust, at or before maturity, money which, together with the available amounts then on deposit in the fundsand accounts established pursuant to the Indenture, is fully sufficient to pay all or the applicable portion of Outstanding Bonds, including all principal, interest and redemption premiums; or

(c) by irrevocably depositing with the Trustee or another fiduciary, in trust, Federal Securities in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to the Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or the applicable portion thereof (including all principal, interest and redemption premiums) at or before maturity; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given pursuant to the Indenture or provision satisfactory to the Trustee shall have been made for the giving of such notice, then, at the election of the Agency, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Tax Revenues and other funds provided for in the Indenture and all other obligations of the Trustee and the Agency under the Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which has been paid and discharged, except only (a) the obligations of the Agency and the Trustee pursuant to the provisions of the Indenture with respect to compliance

25 with the Tax Code, (b) the obligation of the Trustee to transfer and exchange Bonds under the Indenture, (c) the obligations of the Agency pursuant to the provisions of the Indenture with respect to compensation to, and indemnificationof, the Trustee, and (d) the obligation of the Agency to pay or cause to be paid to the Owners, fromthe amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses and costs of the Trustee. Notice of such election shall be filed with the Trustee.

Trustee Security Pacific National Bank will serve as trustee (the "Trustee") under the Indenture. The Trustee will act as the agent and depository of the Agency for the purpose of receiving all moneys required to be paid to the Trustee, to allocate, use and apply the same, to hold, receive and disburse the Tax Revenues and other funds held under the Indenture, and otherwise to hold all the offices and perform all the functions and duties provided in the Indenture to be held and performed by the Trustee.

THE AGENCY

Agency Members

The Agency, which was activated by Ordinance No. 200 on June 26, 1973, is a public body, corporate and politic, existing under and by virtue of the California Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and SafetyCode of the State (the "Redevelopment Law"). The Agency is governed by a five-memberboard which consists of all members of the City Council of the City of La Mirada. The Chairman and Vice Chairman of the Agency are appointed annually from among its members. Agency members, their occupations and term expiration dates are as follows: Board Members Term Expires Occupation Dr. C. David Peters, Chairman April, 1992 Educator Wayne Rew, Vice Chairman April, 1994 Educator Bob Chotiner, Member April, 1992 Businessman Art Leslie, Member April, 1994 Businessman Lou Piltz, Member April, 1994 Retired Agency Administration The Agency and the City entered into a cooperation agreement whereby the City agreed to provide the Agency with staff, office space and supplies, the Agency agreed to reimburse the City for such services, supplies and equipment. The Agency and the City adopt an annual administrative budget delineating the costs of such services. The Agency reimburses the City out of available Tax Increment Revenues. Such reimbursements are subordinate to any outstanding indebtedness of the Agency. The City Manager is appointed by the City Council to administer the City's staff and generally implement policies established by the City Council. The City Manager acts as the Agency's Executive Director and Secretary. Two Assistant City Managers have divided areas of responsibility, and each act as an Assistant Executive Director of the Agency. The City's Director of Finance holds the position of Agency Treasurer. Current City Staffassigned to administer the Agency include:

Mr. Gary K. Sloan. Mr. Sloan has been the City Manager of the City of La Mirada forthe past 12 years. Mr. Sloan has 20 years of municipal experience. Mr. Sloan holds a Bachelor of Science degree in Public Administration fromCalifornia State University at Long Beach.

26 Mr. Robert Dominguez. Mr. Dominguez is an Assistant City Manager and has held this position forthe last 12 years. He also holds the position of Economic Development Director and has more than 15 years municipal experience. Mr. Dominguez holds a Master of Arts degree in Public Administration fromCalifornia State University at Long Beach.

Mr. Gerald Winterburn. Mr. Winterburn is also an Assistant City Manager. He has been with the City of La Mirada for the past 10 years and has over 30 years of county and local government experience. In addition, he holds the position of Planning Director. Mr. Winterburn holds a Bachelor of Science degree in Civil Engineering fromthe University of Southern California.

Mr. Richard D. Patton. Mr. Patton has held the position of Director of Finance for the past three years. He has 10 years of municipal experience, and has held other financial officer positions in private industry before joining the City. Mr. Patton holds a Bachelor of Science degree from Utah State University.

Ms. Gail A. Vasquez. Ms. Vasquez is the City Clerk. Prior to her appointment to the post in 1987, she served as Deputy City Clerk. She is a CertifiedMunicipal Clerk.

The Agency calls upon other City departments for assistance and contracts with professional consulting firmsto provide additional assistance.

The Law requires redevelopment agencies to have an independent financial audit conducted each year. The financial audit is also required to include an opinion of the Agency's compliance with laws, regulations and administrative requirements governing activities of the Agency. Moreland & Associates, Certified Public Accountants, Newport Beach, California, prepared financial statements for the Agency for the Fiscal Year ended June 30, 1991. The firm's examination was made in accordance with generally accepted auditing standards. The Agency follows fund accounting principles reflecting the modified accrual basis of accounting in which revenue is recognized when earned or otherwise becomes available, and expenditures are recognized when incurred. In addition, the firmreported after their examination that they noted no instances of noncompliance with the Law forthe Fiscal Year ended June 30, 1991.

Agency Powers

All powers ofthe Agency are vested in its members. Pursuant to the Law, the Agency is a separate public body and exercises governmental functions, including planning and implementing redevelopment projects.

The Agency may exercise the right to issue bonds for authorized purposes and to expend their proceeds, and the right to acquire, sell, rehabilitate, develop, administer or lease property. The Agency may demolish buildings, clear land and cause to be constructed certain improvements, including streets, sidewalks and utilities, and can further prepare for use as a building site any real property which it owns or administers.

The Agency may, from any funds made available to it for such purposes, pay forall or part of the value of land and the cost of buildings, facilities or other improvements to be publicly owned and operated, provided that such improvements are of benefitto a redevelopment project and cannot be financed by any other reasonable method. The Agency may not construct or develop buildings, with the exception of public buildings and housing, and must sell or lease cleared property which it acquires within a redevelopment project forredevelopment in conformitywith a particular redevelopment plan, and may furtherspecif y a period within which such redevelopment must begin and be completed.

The Law provides that construction in excess of $5,000 undertaken by the Agency will be done only after competitive bidding.

27 Redevelopment Plan

Under the Law every redevelopment agency is required to adopt, by ordinance, a redevelopment plan for each redevelopment project. A redevelopment agency may only undertake those activities within a redevelopment project specifically authorized in the adopted redevelopment plan. A redevelopment plan is a legal document, the content of which is largely prescribed in the Law rather than a "plan" in the customary sense of the word.

The Agency adopted the Redevelopment Plan for the Industrial-Commercial Redevelopment Project on July 16, 1974 pursuant to Ordinance No. 221 (the "Redevelopment Plan"). The Redevelopment Plan was subsequently amended to include additional area, approved by Ordinance No. 420 adopted on June 28, 1988. The general objectives are to encourage investment in the Redevelopment Project by the private sector, to eliminate blighted conditions and to upgrade the quality of the community. The Redevelopment Plan provides for the acquisition of property, the demolition of buildings and improvements, the relocation of any displaced occupants, and the construction of streets, parking facilities, utilities and other public improvements. The Redevelopment Plan also allows the redevelopment of land by private enterprise, the rehabilitation of structures, the rehabilitation or construction of low and moderate income housing, and participation by owners and the tenants of properties in the Redevelopment Project. Copies of the Redevelopment Plan are available upon request fromthe Agency. Financial Limitations

Ordinance No. 390, adopted on December 9, 1986, amended the Redevelopment Plan to add certain financial limitations forthe original area created in 1974 required by furtheramendments to the Law. The Redevelopment Plan, which was subsequently amended by Ordinance No. 420 adopted on June 28, 1988 to add additional area to the Redevelopment Project, limits the total amount of Tax Increment Revenues that the Agency may receive to $250,000,000 forthe original area created in 1974 and $680,000,000 for the area added by amendment in 1988 (the "Amendment Area"). No loans, advances to, or indebtedness to finance, in whole or in part, the Redevelopment Project and to be repaid fromthe allocation of taxes shall be established or incurred by the Agency after July 16, 2024. Outstanding Indebtedness of the Redevelopment Project Bonded Indebtedness

Simultaneously with the issuance of the Bonds, the Agency will issue $11,200,000 aggregate principal amount of its Industrial-Commercial Redevelopment Project Tax Allocation Bonds, 1992 Series A (the "Series A Bonds"). The Series A Bonds have a firstlien on the Tax Revenues.

In January, 1992, the Agency issued $5,565,000 aggregate principal amount of its Industrial­ Commercial Redevelopment Project 1991 Housing Tax Allocation Bonds, Series A (the "Housing Tax Allocation Bonds"). The Housing Tax Allocation Bonds are secured by Tax Increment Revenues required to be deposited to the Agency's Low and Moderate Income Housing Fund. The Housing Tax Allocation Bonds have no lien on the Tax Revenues.

On September 24, 1990 the Agency issued its $15,000,000 Community Facilities District No. 89-1 (Civic Theatre Project) 1990 Special Tax Bonds (the "Special Tax Bonds"). Proceeds of the Special Tax Bonds were used to refundthe Agency's Civic Theatre Facilities Bonds, Series A, to acquire the City's leasehold interest in the Civic Theatre and to provide funds for its renovation. Special Taxes which secure the Special Tax Bonds are levied on property with the community facilities district. The Agency has pledged to offset the Special Taxes to be levied on property within the community facilities

28 district by (i) a $240,000 fixed annual contribution of Tax Increment Revenues from the Redevelopment Project; and (ii) certain Tax Increment Revenues from a 70-acre site adjacent to the Civic Theatre.

The Agency's pledge of Tax Increment Revenues to offset the Special Taxes is subordinate to the Agency's pledge of the Tax Revenues to the Bonds and the Series A Bonds, as well as to the Agency's obligation to set aside Tax Increment Revenues for low and moderate income housing pursuant to Section 33334.2 of the California Health and Safety Code and to make certain payments to other taxing agencies required pursuant to a pass-through agreement. Disposition and Development Agreements

Pursuant to a Disposition and Development Agreement between the Agency and La Mirada Metrocenter Associates ("Metrocenter"), dated March 27, 1990, the Agency has agreed to reimburse Metrocenter $2,200,000 of acquisition costs associated with the assembly of a site to be developed as a commercial center by Metrocenter (the "Metrocenter Site"). The reimbursement is payable solely from Tax Increment Revenues generated by the development of the Metrocenter Site after deducting any amount required by the Law to be deposited in the Agency's Low and Moderate Income Housing Fund and those amounts required to be paid pursuant to the pass-through agreement. The reimbursement obligation has a lien on Tax Revenues subordinate to the lien of the Bonds.

Pursuant to a Disposition and Development Agreement between the Agency and BSA Partners ("BSA"), dated February 27, 1990, together with subsequent amendments, the Agency agreed to reimburse BSA $1,07 4,000 of acquisition costs associated with the assembly ofa site to be developed as a Residence Inn. Interest on the unpaid balance accrues at 11% per annum. Annual payments are due in $150,000 installments for 15 years commencing with completion of the project. The reimbursement obligation has a lien on Tax Revenues subordinate to the lien of the Bonds.

Agreements with the City

The Agency and the City have entered into several loan agreements for redevelopment activities in the Redevelopment Project. As of June 30, 1991, the City of La Mirada had advanced $11,242,345 for the Redevelopment Project. Such agreements are subordinate to any outstanding bonded indebtedness of the Agency, including the Bonds.

In December, 1986, the Agency acquired the building that is currently used as the City of La Mirada Maintenance Facility. The Agency acquired the facility through a fifteen-year Note from Mitsubishi Bank. Repayment of the Note is secured by a Lease Payment with the City of La Mirada. This Note has no lien on the Tax Increment Revenues of the Redevelopment Project.

29 Direct and Overlapping Debt of the Redevelopment Project Debt Statement Set forthbelow is a direct and overlapping debt report (the "Debt Report") prepared by California Municipal Statistics, Inc., as of October 29, 1991. The Debt Report is included forgeneral information purposes only. The Debt Report generally includes long-term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the City in whole or in part. Such long­ term obligations are not payable fromthe Tax Revenues (except as indicated) nor are they necessarily obligations secured by property within the City. In many cases, long-term obligations issued by a public agency are payable only fromthe general fundor other revenues of such public agency. 1991/92 Assessed Valuation (1 l $535,954,069 Base Year Valuation {321,446,944} Incremental Valuation $214,507,125 Year of Last DIRECT DEBT: % AQRlicable Debt 9/1/91 Maturity Tax Allocation Bonds, 1992 Series A and B 100.00% $18,220,000 2021 1991 Housing Tax Allocation Bonds 100.00% 5,565,000 2021 Total Direct Debt $23,785,000 (1) (l l To be sold, excludes bonds to be refunded. Ratio to Incremental Valuation: 11.09% OVERLAPPING BONDED DEBT: Los Angeles County 0.084% $ 71,014 2007 Los Angeles County Building Authorities 0.084% 1,571,078 2017 Los Angeles County Superintendent of Schools 0.084% 20,136 1996 Los Angeles County Flood Control District 0.074% 102,784 2007 Los Angeles County Flood Control District Certificatesof Participation 0.074% 31,184 2017 Metropolitan Water District 0.047% 328,962 2022 Central Basin Municipal Water District Certificatesof Participation 0.869% 172,062 2016 Cerritos Community College District Certificatesof Participation 2.351% 26,096 1993 ABC UnifiedSchool District 5.177% 113,635 1998 City of La Mirada Community Facilities District 89-1 100.000% 15,000,000 2020 TOTAL OVERLAPPING BONDED DEBT $17,436,951 Ratio to Base Year Valuation: 5.42% SHARE OF AUTHORIZED AND UNSOLD GENERAL OBLIGATION BONDS: Metropolitan Water District $23,500 Los Angeles County Flood Control District $13,653 STATE SCHOOL BUILDING AID REPAYABLE AS OF 06/30/91: $373,685 (ABC UnifiedSchool District) 389,106 (Norwalk-La Mirada UnifiedSchool District) $762,791

Source: California MunicipalStatistics, Inc.

(1) Prior to adjustments pursuant to a property tax audit of property within the Redevelopment Project (see "PROJECTED TAX REVENUES - Historical Assessed Valuation and Tax Increment Revenues" herein).

30 Description of the Redevelopment Project

The 834-acre Redevelopment Project is divided between eight non-contiguous areas throughout the City. The largest of these areas, 700 acres, is bisected by the Santa Ana Freeway, a major north­ south transportation corridor connecting San Diego with California's central valley region. The Agency's redevelopment efforts have been to revitalize this section along the Santa Ana Freeway, which has an average daily traffic volume of 177,000 vehicles, into freeway-oriented retail, hotel and office developments. The remaining areas of the Redevelopment Project are located at major intersections throughout the City where the Agency determined the existing commercial development was underutilized.

The Agency's commitment to quality commercial and industrial development is evident in recently completed projects throughout the Redevelopment Project. The La Mirada Corporate Center is a 38-acre master-planned light industrial park, whose nine buildings provide over 817 ,000 square fe et of office space. Once the site of a public high school, the development is now home to a variety of businesses. These businesses include Makita USA, Aiwa America, Amada Engineering, Hanes Hosiery, Playmates Toys and Stuart's Drug and Surgical Supplies. Stuart's was originally foundedas a drug store but has evolved into a complete hospital and surgical supply company with 15 locations nationwide.

Parkway La Mirada is a 23-acre mixed-use business park located just south of the Santa Ana Freeway. The developer, Trammel Crow, purchased the property from Denny's International in December, 1988, and has transformed it into a corporate officepark with complementary retail and restaurant uses. Trammel Crow maintains its regional office in one of the 11 buildings located on the site, which provides over 375,000 square feet of building space. Businesses leasing space in this business park include Pagers Plus, Business World Technologies, Sodick, Fidelity Radiology Medical Group, Medical Services Management of Industry, Con Ex International, Rexnord Corporation's regional sales office, Minimax Systems and R. E. Hunter Marketing Communications. Staples, the first discount office supply store chain in California, also occupies space in Parkway La Mirada. Staples has opened 65 stores nationwide since it was founded in 1986, six of which are located in California. This location in La Mirada is the company's firstin Los Angeles County. In addition, the CaliforniaInterscholastic Federation (CIF) recently opened a regional officein Parkway La Mirada.

The Green Hills Plaza is located at the corner of Imperial Highway and Santa Gertrudes. The Ranier Fund recently redeveloped this eight-acre site with assistance fromthe Agency. The site was previously underutilized, primarily developed with an auto repair shop. The new 92,000 square-foot neighborhood shopping center has attracted the Ralph's supermarket chain and the CVS drug store chain, in addition to several smaller retailers such as Subway and China Wok Express fast food restaurants, Hit or Miss Women's apparel and Fast Frame picture framing.

Gateway Chevrolet is the firstof three automobile dealerships to be developed at the La Mirada Auto Center on the south side of Santa Ana Freeway at Knott Avenue. The auto center site which consists of 15 acres was previously developed with industrial uses. The Agency relocated existing businesses into newly constructed office and warehouse space in other locations within the Redevelopment Project. The site has freeway visibility. Gateway Chevrolet opened at the site in April, 1990. O'Neill Volvo Parkview Chrysler/Plymouth recently purchased a 3-acre parcel fortheir dealership, expected to be open for business this Spring. The Agency owns and is marketing the remaining 5.5 acres which will complete the auto center.

The La Mirada Commercentre is being developed by Overton, Moore and Associates on a 23- acre site with freewayvisibility. The firstphase of the project is complete, representing approximately half of the total development. This firstphase consists of fourlight industrial use buildings totalling 219,000 square fe et. AUVA Computer, a computer warehousing and distribution corporation, as well as a division of IBM are among the tenants occupying space in the project. Westrux, a truck dealer

31 parts distribution firm recently opened in the Commercentre. The balance of the project will be developed with five additional light industrial use buildings, with 277,000 estimated square footage. Construction on this second phase will begin in fiscal year 1992/93 and the Agency estimates another $6.5 million in assessed value to be added to the tax roll as a result of the second phase of development of the La Mirada Commercentre.

The Gateway Center Plaza II development is a result of a Disposition and Development Agreement entered into with BSA Partners forthe construction of a 147-suite Marriott Residence Inn. The site is located on the north side of the Santa Ana Freeway. The Residence Inn will be adjacent to the Holiday Inn and Convention Center, as well as two newly constructed restaurants (Northwoods Inn and Nancaro's Elephant Bar and Restaurant), a five-screen movie theater and two multi-level corporate officebuildings. Currently nearing completion, the Residence Inn is expected to open in the summer of 1992. After the hotel is completed, the Agency will conduct a Market and Economic Feasibility Study fora 4-acre Agency-owned vacant parcel adjacent to the Residence Inn. The Agency estimates that the total improved value of this hotel project will be $15 million. Increases in assessed value resulting fromconstruction of the Residence Inn have not been included in the projections of Tax Revenues.

The La Mirada Theatre Center project is a 34-acre commercial, 36-acre residential development located at La Mirada Boulevard and Rosecrans Avenue. Previously, the site was occupied by a deteriorated 70-acre regional commercial center, the La Mirada Outlet Mall. Hopkins Development Company (HDC) purchased the Mall in 1987. HDC redesigned the site to provide forconstruction of a new community shopping center to be supported by new single-familyresidential tracts, incorporating the newly refurbished La Mirada Theatre forthe Performing Arts into their site plan. By the end of 1990, all previous tenants had been relocated and the Mall was razed. Development of the 300,000 square-footcommercial portion of the La Mirada Theatre Center is underway. HDC has completed the sale of 5 acres to Lucky Stores, who plan to complete construction of their supermarket in May, 1992. Toys R Us opened their newly constructed store at La Mirada Theatre Center in time forthe 1991 Christmas Season. Chuck E. Cheese's, a popular familystyle pizza restaurant also recently opened at the center. Other retailers soon to be located on the site include LA Fitness, Sav-On Drugs and a multi-plex movie theater. LA Fitness's 45,000 square-foot facility, currently under construction, will include a 3,000 square-foot aerobics floor, a 25-meter lap pool, child care services and tanning facilities. Existing businesses located along the perimeter of the site include fivebanking institutions and a Sizzler restaurant. Increases in assessed value resulting fromthe sale of the Lucky's parcel and construction of their supermarket, as well as from the construction of the Toys R Us store, the LA Fitness health club and the Chuck E. Cheese's restaurant have not been included in the projections of Tax Revenues. The Agency anticipates that the value of this new construction will be included by the assessor on the 1992/93 tax rolls. Increases in assessed value resulting fromthis construction have not been included in the projections of Tax Revenues.

The 34-acre residential portion of this project will be constructed in phases. "The Villages" will contain 247 single familyhomes featuringtwo-story homes with 3, 4 and 5 bedroom floor plans. A. M. Homes has constructed 3 model homes, as well as 22 homes in the first phase of the development. These 22 homes were recently sold at approximately $350,000 per unit. Building permits have been obtained forthe next phase of 28 additional homes.

The Agency entered into a Disposition and Development Agreement with La Mirada MetroCenter Associates ("LMMA") to redevelop 22 acres of blighted industrial property into a high quality mixed­ use project. The La Mirada MetroCenter will include 250,000 square feet of retail and restaurant uses. MetroCenter has direct, unencumbered exposure to the Santa Ana Freeway. The Agency assisted LMMA in assembling a portion of the site. The existing buildings have been razed and the site is ready for development. The Agency and the developer are currently involved in securing a major wholesale retailer for this freeway-visible location. The Agency estimates that the total

32 improved value of the center will be $35 million when complete. Increases in assessed value resulting fromthis construction have not been included in the projections of Tax Revenues.

Many other significant manufacturing or distribution operations are located within the Redevelopment Project. These businesses include GI Trucking, the American Mineral Spirits Company, Shasta Beverage, Crown Cork and Seal, Royal Crown Cola Company, Eureka Metals, Amoco Foam Products, Owens Brockway Plastics and Mercedes-Benz.

Additional development within the Redevelopment Project is anticipated by the Agency. The Chevron Land Development Company, in conjunction with a joint venture partner, will build 440,000 square feet of light industrial space on 20 acres in Phase I of their development of what is now a transfer station. The Agency anticipates that the property will be developed over a four-year period beginning in fiscal year 1992/93 and will add an additional $20 million to the assessor's rolls over that same time period. In addition, eighty-seven acres along Desman Road are currently owned by the Ford Land Development Company and Ca tell us Development. Catellus is the development arm of the Santa Fe Railroad. Ford has joint-ventured with Ca tell us to develop the La Mirada Business Park at this site, which was formerly utilized as a Ford automobile predelivery facility. The La Mirada Business Park will provide approximately 1.5 million square-feet of building space forlight industrial uses. Rail service will be available to many of the futuretenants. At present, the developers are in the process of completing the Environmental Impact Report (EIR) process for the site. The Agency estimates the assessor's rolls to increase by $75 million during a five-yearconstruction phasing period of this project. Increases in assessed value due to construction of these planned projects have not been included in the projections of Tax Revenues. Following are the ten largest taxpayers in the Redevelopment Project as measured by their secured roll valuation for 1991/92. These taxpayers account for33% of the secured assessed valuation of the Redevelopment Project. MAJOR TAXPAYERS AND FULL MARKET VALUES INDUSTRIAL-COMMERCIAL REDEVELOPMENT PROJECT 1991/92 Local Percentage of Secured Roll 1991/92 Local Property Owner Description Value Secured Roll Newcrow X Parkway La Mirada $29,948,897 6.4% Copley - La Mirada Light Industrial Buildings 26,080,358 5.6 La Mirada Associates La Mirada Theatre Center 21,161,645 4.5 J. M. Peters Company, Inc. Vacant/Residential Site 13,009,481 2.8 Neff Investment Group Light Industrial Buildings 12,080,149 2.6 Makita, USA, Inc. OfficeBuilding 11,326,326 2.4 Majestic Realty Business Park 11,021,443 2.4 Amoco Chemicals Corp. Light Industrial Building 10,595,443 2.3 Predelivery Service Corp. Vacant/Ind ustrial Park Site 9,837,286 2. 1 American Mineral Spirits Light Industrial Building 9,433,998 2.0 Source: City of La Mirada As described above, Parkway La Mirada, owned by Newcrow X, consists of 11 separate office buildings. Newcrow X is one of three related companies, operated by Trammel Crow, which own property within the Redevelopment Project. In addition to Parkway La Mirada, these related companies own three light industrial buildings and a neighborhood retail center. There are five light industrial buildings in various locations within the Redevelopment Project owned by Copley-La Mirada, and its related companies. The residential site, owned by J. M. Peters Company, is being developed with 247 single-family homes. NeffInvestment Group owns five light industrial buildings in the La Mirada Corporate Center. The business park owned by Majestic Realty is comprised of 6 separate office buildings. The vacant industrial park site owned by Predelivery Service Corporation consists of 87 acres to be developed as the La Mirada Business Park described above.

33 INDUSTRIAL-COMMERCIAL REDEVELOPMENT PROJECT MAP ---­ LeffingwellRd Original Area

Annex Area

Telegraph Rd

lm rial Hw

La Mirada Blvd Santa Gertrudes Valley View

Alicante

Firestone Blvd

--

l La Mirada Metrocenter 7 Parkway La Mirada

2 Ford/Catellus Development 8 Crossroads Shopping Center

3 La Mirada Commercentre 9 Gateway Center Plaza

4 Greens Hills Plaza 10 Gateway Center Plaza II

5 La Mirada Auto Center 11 La Mirada Corporate Center

8 La Mirada Towne Center 12 Northam Transfer Station

34 PROJECTED TAX REVENUES

Concurrently with the issuance of the Bonds, the Agency will issue its Industrial-Commercial Redevelopment Project Tax Allocation Bonds 1992, Series A (the "Series A Bonds"). The Agency has pledged for repayment of the Bonds (i) certain Tax Increment Revenues of the Redevelopment Project (the "Tax Revenues") subject only to the first lien thereon of the Series A Bonds, and (ii) certain funds and accounts held under the Indenture and investment earnings with respect thereto. Tax Revenues pledged for repayment of the Bonds exclude certain Tax Increment Revenues (i) required to be deposited to the Agency's Low and Moderate Income Housing Fund, and (ii) required to be paid to other taxing agencies pursuant to a pass-through agreement (see "PROJECTED TAX REVENUES - Deductions fromTax Increment Revenues" herein). Tax Increment Revenues

General. The Law provides a means for financing redevelopment projects based upon an allocation of taxes collected within a redevelopment project. Any redevelopment plan may provide that certain taxes levied upon taxable property each year by or for the benefit of the state, any city, county, district or other public corporation (hereinafter "taxing agencies") after the effective date of the ordinance approving or amending the redevelopment plan, be allocated to the redevelopment project. The assessed valuation of all property within the redevelopment project as last equalized prior to the adoption of the redevelopment plan, or the adoption of an amendment thereto, is established as the redevelopment project's "base year roll". Except forany period in which the current year assessed valuation within the redevelopment project drops below the base year roll, the taxing agencies thereafter receive only the taxes produced by the levy of the current year tax rate upon the base year roll. Taxes collected upon any increase in assessed valuation within the redevelopment project over the base year roll ("tax allocations" or "tax increment") are paid to the redevelopment agency and may be pledged by a redevelopment agency to the repayment of any indebtedness incurred in financing or refinancingthe redevelopment project. Redevelopment agencies themselves have no authority to levy property taxes and must look specificallyto the allocation of taxes produced as indicated above.

Redevelopment agencies are required to file a statement of indebtedness as specified in Section 33675 of the Health and Safety Code (said section being part of the Law). The statement of indebtedness is filed with the County Auditor-Controller not later than the first day of October, and states the amount of indebtedness of the Agency as of the close of its fiscalyear, June 30. The Agency may only receive Tax Increment Revenues to the extent that debt is shown on the statement of indebtedness. The Agency made such filingsfo r the Redevelopment Project fo r the Fiscal Year ended June 30, 1991.

The County Auditor-Controller may deduct and pay amounts due pursuant to any Pass-Through Agreements (see "Deductions from Tax Increment Revenues" herein) prior to remitting Tax Increment Revenues to the Agency.

Real Property Values. Article XIIIA to the California Constitution, among other things, limits real property values upon which property taxes are based to "full cash value". For purposes of Article XIIIA, full cash value of real property means the fairmarket value as shown on the 1975176 tax bill under 'full cash value', or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment. This full cash value may be adjustedannua lly to reflect inflationat a rate not to exceed two percent per year.

For each Fiscal Year since Article XIIIA has become effective (the 1978179 Fiscal Year), the annual increase for inflationhas been at least two percent except forthe 1983/84 Fiscal Year. For the 1983/84 Fiscal Year, the annual increase forinflation was one percent, reflectingthe actual increase in the State Consumer Price Index, as reported by the State Department of Finance. The proj ections

35 contained herein are based on the assumption that inflation will he two percent annually in future years. In accordance with this assumption, the projection of Tax Revenues includes a two percent valuation increase for existing real property on the secured property assessment roll.

As described above, the fullcash value of property is redetermined with each change of ownership. There is not adequate statistical data for smaller geographical areas such as the Redevelopment Project to reliably project increases in assessed valuation due to changes in property ownership. Therefore,the projections of Tax Revenues are based upon the assumption that there will not be any value added to the tax rolls as a result of changes in property ownership.

Unsecured and Secured Property. In California,property which is subject to ad valorem taxes is classifiedas "secured" or "unsecured". The secured classification includes property on which any property tax levied by a county becomes a lien on that property. A tax levied on unsecured property does not become a lien against the taxed unsecured property, but may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured property, arising pursuant to State law, has priority over all other liens on the secured property, regardless of the time of the creation of the other liens. For the purpose of projecting Tax Revenues, the unsecured property assessment roll was assumed to remain constant at the level shown on the 1991/92 assessment roll.

Property in the Redevelopment Project is assessed by the Los Angeles County Assessor except for public utility property which is assessed by the State Board of Equalization.

The valuation of secured property is determined as of March 1 each year for taxes owed with respect to the succeeding fiscalyear. The tax rate is equalized during the followingSeptember of each year, at which time the tax rate is determined. Taxes are due in two equal installments. Installments of taxes levied upon secured property become delinquent on the following December 10 and April 10. Taxes on unsecured property are due March 1 and become delinquent August 31, and such taxes are levied at the prior year's secured tax rate.

Secured and unsecured property is entered on separate parts of the assessment roll maintained by the county assessor. The method of collecting delinquent taxes is substantially different for the two classificationsof property. The taxing authority has fourways of collecting unsecured property taxes: (1) a civil action against the taxpayer; (2) filinga certificate in the officeof the County Clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificateof delinquency for record in the County Recorder's office, in order to obtain a lien on certain property of the taxpayer; and (4) seizure and sale of personal property, improvements or possessory interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent taxes with respect to property on the secured roll is the sale of the property securing the taxes to the State forthe amount of taxes which are delinquent.

Currently, a 10% penalty is added to delinquent taxes which have been levied with respect to property on the secured roll. Property on the secured roll with respect to which taxes are delinquent is sold to the State on or about June 30 of the Fiscal Year. Under State law, fromtime of the sale of the property to the State for nonpayment of taxes, owners have five years to redeem, during which time legal title remains in the owners as taxpayers subject to a lien in favor of the State. The amount necessary to redeem the property is equal to the sum of the delinquent taxes, delinquency penalties and redemption penalties of 1 t% per month. Five years after the property is in defaultof taxes, the tax collector has the authority to sell property which has not been redeemed.

36 A 10% penalty also attaches to delinquent taxes with respect to property on the unsecured roll, and further, an additional penalty of 1!-% per month accrues with respect to such taxes beginning the first day of the third month following the delinquency date.

Supplemental Assessments. Legislation adopted in 1984 (Section 75, et seq. of the Revenue and Taxation Code) provides for the supplemental assessment and taxation of property at its full cash value as of the date of a change of ownership or the date of completion of new construction (the "Supplemental Assessments"). Previously, the assessment of such changes occurred only as of the March 1 tax lien date next following the change and thus delayed the realization of increased property taxes from new assessments. To determine the amount of the Supplemental Assessment the County Auditor applies the current year's tax rate to the supplemental assessment roll and computes the amount of taxes that would be due for the full year. The taxes due are then adjusted by a proration factorto reflect theportion of the tax year remaining as determined by the date on which the change in ownership occurred or the new construction was completed. Supplemental Assessments become a lien against the real property on the date of the change of ownership or completion of new construction.

Supplemental Assessments are not included in the table entitled "TAXABLE VALUATION AND TAX INCREMENT REVENUES" herein. In addition, because Supplemental Assessments cannot be projected, Supplemental Assessments are not included in the projections of Tax Revenues herein.

Special Supplemental Subventions. Beginning with the 1980/81 Fiscal Year, business inventories are entirely exempt from taxation in the State of California. Prior to Fiscal Year 1984/85, the State paid to counties in-lieu of the business inventory tax a subvention forthe benefit of local agencies in an amount based on taxes generated by business inventory properties in 1979/80 (excluding taxes to pay forvoter-approved indebtedness). Legislation adopted in 1984 (Section 161 10, et seq. of the Government Code) replaced business inventory subventions with "Special Supplemental Subventions". To the extent that Supplemental Assessments do not provide an amount sufficient to replace the business inventory subvention, each redevelopment agency is to receive a combination of Supplemental Assessments and Special Supplemental Subventions totaling the amount of business inventory subventions received by the agency in the 1983/84 Fiscal Year. Prior to fiscalyear 1990/91, the Industrial-Commercial Redevelopment Project was allocated up to $311,716 in Special Supplemental Subventions.

Collectively, Supplemental Assessments and Special Supplemental Subventions are called "Supplemental Revenues" herein. The State adopted legislation (AB 160) reducing by 75% the Special Supplemental Subventions that all redevelopment agencies would have otherwise been entitled to receive forthe 1990/91 Fiscal Year after offset forSuppl emental Assessments.

Additionally, AB 160 prohibits redevelopment agencies from pledging Special Supplemental Subventions as security for paymentof principal and interest on bonds as of the enactment of the bill. The bill does not, however, expressly preclude the use of subventions forthe payment of bond debt service. However, recently enacted legislation (AB 222) has limited the Agency's allocation of Special Supplemental Subventions.

Special Supplemental Subventions are not included in the projections of Tax Revenues herein.

37 Unitary Property. Commencing in the 1988/89 Fiscal Year, the Revenue and Taxation Code of the State of California changed the method of allocating property tax revenues derived from state assessed utility properties. It provides for the distribution of state assessed values to tax rate areas by a county-wide mathematical formularather than assignment of state assessed value according to the location of those values in individual tax rate areas.

Prior to the 1988/89 Fiscal Year, state assessed property was assessed state-wide and was allocated according to the location of an individual component of a utility and that value is assigned to the local tax rate area. For instance, if the phone company has underground lines running through a tax rate area, the value of those lines is assessed to reflect the proportionate value to that company's state-wide telephone system and then the value is assigned to the local tax rate area.

Commencing with the 1988/89 Fiscal Year, the allocation of assessed value derived from state assessed property is as follows:

(a) Each county will establish one county-wide tax rate area. The assessed value of all unitary property in the county will be assigned to this tax rate area and one tax rate will be levied against all such property.

(b) The property tax revenue derived from the assessed value assigned to the county-wide tax rate area shall be allocated as follows:

1. Each tax rate area will receive the same amount as received in the previous fiscal year unless the total amount of property tax revenue is insufficient to do so, in which case, amounts would be reduced on a pro rata share of the reduction, county-wide;

2. If revenues to be allocated are greater than in the previous fiscalyear, each tax rate area will be allocated up to two percent of the increase in property tax revenues on a pro rata basis county-wide; and

3. Any increase in property tax revenues above two percent will be allocated among tax rate areas in the same proportion of each tax rate area's property tax revenues received in the prior year to the total property tax revenues county-wide.

The current year assessed value and the base year assessed value of Unitary Property is no longer included by the Auditor-Controller in the tables entitled "Taxable Valuation and Tax Increment Revenues" herein. Instead, they are separately shown under the caption "Unitary Revenues".

In addition, the lien date forstate assessed property has been changed fromMarch 1 to January 1.

Taxable values for properties assessed by the State Board of Equalization, the tax rate levied against such property and the corresponding Unitary Revenues have been held constant at 1991/92 levels for the purpose of projecting Tax Revenues herein.

Property Tax Rate. Article XIIIA of the California Constitution limits the amount of any ad valorem tax on real property to one percent of the full cash value, except that additional taxes may be levied to pay debt service on general obligation bonds and certain other indebtedness approved by the voters prior to July 1, 1978.

There are three distinct tax rates at which property within the Redevelopment Project is taxed. The differences between the $1.00 tax rate and those actually levied (referred to as the "tax override rate") represents the tax levied by overlapping entities to pay debt service on bonded indebtedness approved by the voters prior to the passage of Article XIIIA of the CaliforniaConstitution.

38 Tax override rates typically decline each year. A declining tax override rate is the result of several factors: an effective limit, established by Article XIIIA of the CaliforniaConstitution, on the amount of property taxes that can be levied (equal to the annual obligations on indebtedness approved by the voters prior to July 1, 1978); rising taxable values within the jurisdictions of taxing entities levying the approved override rate (which reduces the tax rate needed to be levied by the taxing entity to meet debt service requirements); and the eventual retirement, over time, of the voter-approved debt.

TAX RATESBY TAX RATE AREA 1987/88 - 1991192 Tax Rate 1987/88 1988/89 1989/90 1990/91 1991/92 1 1.192884 1.186147 1.188632 1.165401 1.152346 2 1.106396 1.100766 1.102154 1.083958 1.080339 3 1.102016 1.113579 1.089833 1.084562 1.086891 Source: Los Angeles County Auditor-Controller.

The secured tax rates have been utilized as the basis for projecting future property tax rates in the Redevelopment Project. Tax Increment Revenues have been proj ected herein by applying secured property tax rates to incremental taxable values. The secured tax override rates are projected to decline each year in an amount equal to the average annual decline in the tax override rates experienced between 1986/87 and 1990/91. This results in a tax rate that declines fromthe 1990/91 actual secured rate to $1.00 per $100 in a subsequent fiscalyear. Deductions from Tax Increment Revenues

Low and Moderate Income Housing Fund. In 1976 the Law was amended to require that under certain circumstances a certain percentage of Tax Increment Revenues be set aside annually for the purpose of increasing and improving the community's supply of low and moderate income housing available at affordable housing costs to persons and families of very low, low or moderate income households. The Law requires that for every redevelopment plan adopted after January 1, 1977, or any area which is added to a redevelopment project by an amendment to a redevelopment plan after January 1, 1977, not less than twenty percent (20%) of Tax Increment Revenues be set aside in a separate low and moderate income housing fund unless one of the following findingsis made annually by a resolution of the Agency: (1) That no need exists in the City to improve or increase the supply of low and moderate income housing in a manner which would benefit the Redevelopment Project and that this finding is consistent with the housing element (the "Housing Element") of the City's General Plan required by Article 10.6 (commencing with Section 65580) of Chapter 3 of Division 1 of Title 7 of the Government Code of the State.

(2) That some stated percentage less than 20 percent of the Tax Increment Revenues is sufficient to meet such housing needs of the City and that this finding is consistent with the Housing Element.

(3) That the City is making a substantial effort to meet its existing and projected housing needs, including its share of the regional housing needs, with respect to persons and familiesof low and moderate income, particularly very low income households, as identified in the Housing Element, and that this effort, consisting of direct financial contributions of local funds used to increase and improve the supply of housing affordable to persons and familiesof low or moderate income and very low income households, is equivalent in impact to the fundsotherwise required to be set aside pursuant to the provisions described herein. In addition to any other local funds,these direct financialcontributions may include federal or state grants paid directly to a city and which the city has the discretion of using for the purposes for which moneys in the Low and Moderate

39 Income Housing Fund may be used. The legislative body is required to consider the need which can be reasonably foreseen because of displacement of persons and families of low or moderate income or very low income households from within, or adjacent to, the project area, because of increased employment opportunities, or because of any other direct or indirect result of implementation of the redevelopment plan. No finding under the provisions described may be made until the City has provided or ensured the availability of replacement dwelling units as defined in Section 33411.2 of the Law and until it has complied with the provision of Article 9 (commencing with Section 33410 of the Law).

The Law further provides that knowing or negligent misrepresentation by the Agency with respect to the City's need for low- and moderate-income housing, may result in the Agency being required to allocate not less than 25% of the Tax Increment Revenues to the Low and Moderate Income Housing Fund.

The projections herein provide for twenty percent (20%) of the Tax Increment Revenues received fromthe Redevelopment Project to be deposited in the Agency's Low and Moderate Income Housing Fund. Tax Revenues do not include any Tax Increment Revenues required to be deposited in the Agency's Low and Moderate Income Housing Fund.

"Pass-Through" Agreements. Pursuant to Section 33401(b) of the Law, a redevelopment agency may enter into an agreement to pay tax increment revenues to any taxing agency that has territory located within a redevelopment project in an amount which in the agency's determination is appropriate to alleviate any financialburden or detriment caused by the redevelopment project. These agreements normally provide for a pass-through of tax increment revenue directly to the affected taxing agency, and, therefore,are commonly referredto as "pass-through" agreements.

The Agency entered into a pass-through agreement with Los Angeles County (the "County") and with the Los Angeles County Consolidated Fire Protection District (the "Fire District") for the payment of certain Tax Increment Revenues from the Redevelopment Project's Amendment Area. Pursuant to the pass-through agreement, the Fire District receives its share of the 1 % General Levy generated from property within the Amendment Area. The Fire District Share is 18.08% forfiscal year 1991/92. The County also receives its share of the 1 % General Levy generated from property within the Amendment Area. The County Share is 53.54% for fiscal year 1991/92 (the "County Share"). However, the County has agreed to annually contribute 20% of the County Share to the Agency for deposit to the Agency's Low and Moderate Income Housing Account (the "County's Housing Share"). In addition, the County has agreed to loan the balance of the County's Share to the Agency, at an interest rate of 7%, to the extent that the actual County Share of Tax Increment Revenues generated in the Amendment Area is in excess of an amount of Tax Increment Revenues that would be generated by 4.69% annual compounded growth in the Amendment Area base year tax roll (1987/88). This loan is to be repaid from the Agency's portion of Tax Increment Revenues not required to be deposited to the Low and Moderate Income Housing Account at such time as the Agency has received $117 million. The agreement states that the $117 million limitation will be calculated after excluding deposits to the Agency's Low and Moderate Income Housing Account, but including the amounts loaned by the County. The agreement also states that the County loan will not be used to calculate the Agency's tax increment limitation of $680 million to be received from the Amendment Area.

As of June 30, 1991, the County has not loaned any of the County Share to the Agency. The County has, however, contributed the County's Housing Share.

The Agency's pledge of Tax Increment Revenues to the Bonds do not include amounts required to be paid pursuant to this Pass-Through Agreement. The projections of Tax Revenues contained herein provide a deduction fromTax Increment Revenues for amounts required to be paid by the Agency pursuant to this Pass-Through Agreement.

40 Tax Collection Rates. Shown below are the tax collection rates within the Industrial­ Commercial Redevelopment Project forfiscal year 1987/88 to 1990/91. This data reflects property taxes within the area added by amendment for 1989/90 and 1990/91 only. Tax Increment Revenue generated by this area was not received by the Agency until fiscalyear 1989/90.

COLLECTION RATES Percent Fiscal Year Secured Tax Charge Amount Deficient Collected 1987/88 $1,261,898 $84,023 93.3% 1988/89 1,403,244 81,233 94.2 1989/90 1,647,221 50,512 96.9 1990/91 2,051,332 81,833 96.0

Source: Los Angeles County Auditor-Controller

The projections of Tax Revenues herein do not include any adjustments to reflect delinquencies.

AdministrativeCosts. In 1990, the Legislature enacted SB 2557 (Chapter 466, Statutes of 1990) which allows counties to charge for the cost of assessing, collecting and allocating property tax revenues to local government jurisdictions on a prorated basis. The projections of Tax Revenues do not take Administrative Costs into account.

41 Historical Assessed Valuation and Tax Increment Revenues

The following tables show taxable values and Tax Increment Revenues for the Redevelopment Project's Original Area, Amendment Area, and the combined areas for fiscal years 1987/88 through 1991/92.

INDUSTRIAL-COMMERCIAL REDEVELOPMENT PROJECT TAXABLE VALUATION AND TAX INCREMENT REVENUES

ORIGINAL AREA 1987/88 1988/89 1989/90 1990/91 1991/92

Secured(l l $119,311,954 $130,624,906 $143,346,010 $155,806,678 $168,097,670 Secured Adjustments (al 12,377,118 Unsecured < 1 l 21,606,326 26,693,532 31,963,153 27,316,542 23,220,911 Unsecured Adjustments (al 7,800,000 Utility <2l 15,846,230 5,455,346 6,643,779 6,545,953 6,290,272 Total (3) 156,764,510 162,773,784 181,952,942 189,669,173 217,785,971 Less: Base Year 73/7 4 (4l 30,247,920 27,915,240 27,915,240 27,915,240 27,925,846 Incremental Increase 126,516,590 134,858,544 154,037,702 161,753,933 189,860,125 Predominant Tax Rate (5) 1.106396 1.100766 1.102154 1.083958 1.086891 Tax Increment Revenues $ 1,399,774 $ 1,484,477 $ 1,697,733 $ 1,753,345 $ 2,063,573

Unitary Revenue (6) 0 76 894 78,022 56,535 53,878 Total Tax Increment Revenues (7) $ 1,399,774 $ 1,561,371 $ 1,775,755 $ 1,809,880 $ 2,117.451

AMENDMENT AREA 1989/90 1990/91 1991/92

Secured (1) $230,770,311 $250,522,688 $269,137,010 Secured Adjustments (a) 17,395,140 Unsecured (1) 85,548,067 64,999,041 67,235,860 Utility <2l 1,843,312 1,794,448 1,972,346 Total (3) 318,161,690 317,316,177 355,740,356 Less: Base Year 1987/88 (4) 285,402,008 285,402,008 293,521,098 Incremental Increase 32,759,682 31,914,169 62,219,258 Predominant Tax Rate (5) 1.102154 1.083958 1.086891 Total Tax Increment Revenues (7) $ 361,062 $ 345,936 $ 676,255

Source: Los Angeles County Auditor-Controller

42 INDUSTRIAL-COMMERCIAL REDEVELOPMENT PROJECT TAXABLE VALUATION AND TAX INCREMENT REVENUES

TOTAL ALL AREAS 1987/88 1988/89 1989/90 1990/91 1991/92

Secured (1) $119,311,954 $130,624,906 $374,116,321 $406,329,366 $437,234,680 Secured Adjustments (a> 29,772,258 Unsecured O > 21,606,326 26,693,532 117,511,220 92,315,583 90,456,771 Unsecured Adjustments (a) 7,800,000 Utility (2) 1518461230 5a4551346 8a4871091 8134oa401 81262.618 Total (3) 156,764,510 162,773,784 500,114,632 506,985,350 573,526,327 Less: Base Year (4) 301247.920 2719151240 3131317,248 3131317,248 321A461944 Incremental Increase 126,516,590 134,858,544 186,797,384 193,668,102 252,079,383 Predominant Tax Rate <5> 1.106396 1.100766 1.102154 1.083958 1.086891 Tax Increment Revenues $ 1,399,774 $ 1,484,477 $ 2,058,795 $ 2,099,281 $ 2,739,828

Unitary Revenue (6> 0 76.894 78,022 561535 531878

Total Tax Increment Revenues (7) ! 1.399.774 § 1.561.371 ! 2!136.817 ! 2.155.816 I 2.793.706 m Taxable Valuation at 100% of Assessor's Market Value. (2> State Board of Equalization. (3) County of Los Angeles - Auditor-Controller's Office. (4) Base year assessed values may vary from year to year based on changes in property ownership of agencies exempt from property tax. (5) The "Predominant Tax Rate" is the rate covering the majority of the area within the Redevelopment Project. Actual tax rates vary throughout the Redevelopment Project. (6) See "TAX INCREMENT RE VENUES . Unitary Property" herein for a discussion of the change in method of allocating Unitary Revenues by Los Angeles County. (7) The "Total Tax Increment Revenues" is based on data furnished by the County of Los Angeles Auditor-Controller's Office. Actual Tax Increment Revenues received may vary from Tax Increment Revenues due because of delinquencies in the current year or collection of prior years' delinquencies. In addition, prior to 1990/91, the Agency had received $311,716 annually in Supplemental Subventions. Supplemental Subventions allocated to the Agency for199 1/92 are approximately $200,000. These revenues are not reflectedin the table (see "Special Supplemental Subventions" herein).

Source: Los Angeles County Auditor-Controller.

(a) Pursuant to a property tax audit of the Agency, assessed values were adjusted forsuch items as real property sold by the Agency to private owners (previously not included on the tax rolls) and recently completed construction not currently reflectedon the tax rolls.

43 CONCLUDING INFORMATION

Legal Opinion

The legal opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, approving the validity of the Bonds will be made available to purchasers at the time of original deli very. A copy of the legal opinion will be printed on the back of each definitive bond.

Certain legal matters will be passed on for the Agency by Markman, Arczynski, Hanson & King, Brea, California. In addition, Arter Hadden Haynes & Miller, Washington, D.C., Counsel to the Financing Consultant, will advise the Financing Consultant on certain legal matters.

Fees payable to Bond Counsel and Counsel to the Financing Consultant are contingent upon the sale and delivery of the Bonds. Tax Matters

In the opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however, to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference forpurposes of the federal alternative minimum tax imposed on individuals and corporations, provided, however, that, forthe purpose of computing the alternative minimum tax imposed on such corporations (as defined forfe deral income tax purposes), such interest is taken into account in determining certain income and earnings.

The opinions set forth in the preceding paragraph are subject to the condition that the Agency comply with all requirements of the Internal Revenue Code of 1986 (the "Tax Code") that must be satisfied subsequent to the issuance of the Bonds in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. The Agency has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income forfederal income tax purposes to be retroactive to the date of issuance of the Bonds. Bond Counsel expresses no opinion regarding other federal tax consequences arising with respect to the Bonds.

Prospective purchasers of the Bonds should be aware that, under existing law, for the purpose of computing the 20 percent federalalternative minimum tax imposed on corporations, an amount equal to 75 percent of the amount by which adjusted current earnings exceed alternative minimum taxable income is added to alternative minimum taxable income. Interest otherwise excluded from gross income, such as interest on the Bonds, is included in adjusted net book income and in adjusted current earnings.

Prospective purchasers of the Bonds also should be aware that (i) Section 265 of the Tax Code denies a deduction forinterest on indebtedness incurred or continued to purchase or carry the Bonds, or in the case of a financial institution, that portion of such financial institution's interest expense allocable to interest payable on the Bonds, (ii) with respect to insurance companies subject to the tax imposed by section 831 of the Tax Code, section 832(b)(5)(B)(i) of the Tax Code reduces the deduction forloss reserves by fifteen percent (15%) of the sum of certain items, including interest on the Bonds, (iii) for taxable years beginning before January 1, 1996, interest on the Bonds earned by some corporations could be subject to the environmental tax imposed by section 59A of the Tax Code, (iv) interest on the Bonds earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by section 884 of the Tax Code, (v) passive investment income, including interest on the Bonds, may be subject to federal income taxation under section 1375 of the Tax Code forSubchapter S corporations that have Subchapter C earnings and profitsat the close

44 of the taxable year if greater than 25% of the gross receipts of such Subchapter S corporation is passive investment income and (vi) section 86 of the Tax Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account, in determining the taxability of such benefits,receipts or accruals of interest on the Bonds.

In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. No Litigation

At the time of delivery of and payment for the Bonds, Agency Counsel, Markman, Arczynski, Hanson & King, Brea, California, will deliver their opinion that to the best of their knowledge there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or regulatory agency against the Agency affecting its existence or the titles of its officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Indenture or the collection or application of the Tax Increment Revenues to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Indenture, or any other applicable agreements or any action of the Agency contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the Agency or its authority with respect to the Bonds or any action of the Agency contemplated by any of said documents. The Financing Consultant

The material contained in this OfficialStatement was prepared by Rod Gunn Associates, Inc., Seal Beach, California, an independent financial consulting firm, who advised the Agency as to the financial structure and certain other financial matters relating to the Bonds. Rod Gunn Associates, Inc. serves other cities and redevelopment agencies within the State in the same capacities. Fees payable to Rod Gunn Associates, Inc. are contingent upon the sale and delivery of the Bonds.

The information set forth herein has been obtained by Rod Gunn Associates, Inc. from sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completeness, nor has it been independently verified. Rating on the Bonds

Standard & Poor's Corporation has given the Bonds the rating set forth on the cover page of this Official Statement. The rating is not a recommendation to buy, sell or hold the Bonds. The rating agency may have obtained and considered information and material which have not been included in this OfficialSta tement. Generally, the rating agency bases its rating on information and material so furnished and on investigations, studies and assumptions made by it. The rating reflects only the views of the rating agency and an explanation of the significance of such rating may be obtained from the rating agency, if in its judgment, circumstances warrant. Any such downward change in or withdrawal of a rating may have an adverse effect on the market price of the Bonds. The Agency has undertaken no responsibility after issuance of the Bonds to assure the maintenance of the rating or to oppose any such revision or withdrawal.

45 Legality for Investment and to Secure Deposits in California

The Law provides generally that the State and its municipal corporations, political subdivisions and public bodies, as well as banks, trust companies, savings banks, insurance companies, and various other financial institutions and fiduciaries within the State of California may legally invest funds within their control in bonds or other obligations issued by redevelopment agencies, including the Bonds. Such Bonds and other obligations are also authorized security for public deposits within the State of California. Verificationsof Arithmetical and Mathematical Computations

Deloitte & Touche, Houston, Texas, upon delivery of the Bonds, will deliver an opinion stating that it has verifiedthe mathematical accuracy of the computations prepared by Rod Gunn Associates, Inc. indicating that (a) the principal and interest on the invested fundswill be sufficientto pay, when due, the principal and interest on, and the redemption price of, the 1985 Bonds and the 1987 Bonds, and (b) the yield on certain invested funds is less than the applicable yield restrictions. References

The preceding summaries of the Indenture, other applicable legislation, agreements and other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Referenceis hereby made to such documents on filewith the Agency forfurther information in connection therewith.

Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Execution

The execution and delivery of this OfficialStatement by its Treasurer has been duly authorized by the La Mirada Redevelopment Agency.

La Mirada Redevelopment Agency

By: Isl Richard D. Patton Treasurer

46 APPENDIX A DEFINITIONS OF CERTAIN TERMS

"Agency" means the La Mirada Redevelopment Agency, a public body corporate and politic duly organized and existing under the Law.

"Annual Debt Service" means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Serial Bonds are retired as scheduled and that the Outstanding Term Bonds are redeemed from mandatory Sinking Account payments as scheduled, (b) the principal amount of the Outstanding Serial Bonds payable by their terms in such Bond Year, and (c) the principal amount of the Outstanding Term Bonds scheduled to be paid or redeemed frommandatory Sinking Account payments in such Bond Year.

"Bonds" means the La Mirada Redevelopment Agency Industrial-Commercial Redevelopment Project Tax Allocation Subordinated Bonds, 1992 Series B and any Parity Debt.

"Bond Year" means any twelve-month period beginning on August 16 in any year and ending on the next succeeding August 15, both dates inclusive, except that the first Bond Year will begin on March 15, 1992, and end on August 15, 1992.

"Business Day" means a day of the year on which banks in Los Angeles, California, are not required or permitted to be closed and on which The New York Stock Exchange is not closed.

"Chairman" means the Chairman of the Agency appointed pursuant to Section 33113 of the Health and Safety Code of the State, or other duly appointed officer of the Agency authorized by the Agency by resolution or by-law to performthe functionsof the chairman in the event of the chairman's absence or disqualification.

"Closing Date'• means the date on which the Bonds are delivered by the Agency to the original purchaser thereof.

"Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the Agency relating to the authorization, issuance, sale and delivery of the Bonds and the advance refunding of the 1985 Bonds, including but not limited to printing expenses, rating agency fe es, filing and recording fees, fees and charges payable to any escrow holder with respect to the 1985 Bonds, initial fee and charges and first annual administrative fees of the Trustee and its counsel, fees, charges and disbursements of attorneys, financial advisors, accounting firms, consultants and other professionals, feesand charges forpreparation , execution and safekeeping of the Bonds and any other cost, charge or feein connection with the original issuance of the Bonds.

"Costs of Issuance Account" means the account by that name established and held by the Trustee pursuant to the Indenture.

A-1 "County" means the County of Los Angeles, a county duly organized and existing under the laws of the State.

"Debt Service Fund" means the fund by that name established and held by the Trustee pursuant to the Indenture.

"Escrow Bank" means Bank of America, National Trust and Savings Association.

"Event of Default" means any of the events described in the Indenture.

"Federal Securities" means any direct, noncallable general obligations of the United States of America (including obligations issued or held in book entry formon the books of the Department of the Treasury of the United States of America), or obligations the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America.

"Fiscal Year" means any twelve-month period beginning on July 1 in any year and extending to the next succeeding June 30, both dates inclusive, or any other twelve-month period selected and designated by the Agency to the Trustee in writing as its officialfiscal year period.

"Indenture" means the Indenture of Trust, dated as of March 15, 1992, by and between the Agency and the Trustee, providing forthe issuance of the Bonds, as originally entered into or as it may be amended or supplemented by any Supplemental Indenture entered into pursuant to the provisions of the Indenture.

"Independent Accountant" means any accountant or firmof such accountants duly licensed or registered or entitled to practice and practicing as such under the laws of the State, appointed by the Agency, and who, or each of whom:

(a) is in factindependent and not under domination of the Agency;

(b) does not have any substantial interest, direct or indirect, with the Agency; and

(c) is not connected with the Agency as an officeror employee of the Agency, but who may be regularly retained to make reports to the Agency.

"Independent Redevelopment Consultant" means any consultant or firm of such consultants appointed by the Agency, and who, or each of whom:

(a) is judged by the Agency to have experience in matters relating to the collection of Tax Revenues or otherwise with respect to the financingof redevelopment projects;

(b) is in factindependent and not under domination of the Agency;

(c) does not have any substantial interest, direct or indirect, with the Agency; and

A-2 (d) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency.

"Information Services" means Financial Information,Inc.'s "Daily Called Bond Service", 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services' "Called Bond Service," 65 Broadway, 16th Floor, New York, NY 10006; Moody's Investors Service "Municipal Government," 99 Church Street, 8th Floor, New York, New York 10007, Attention: Municipal News Reports; Standard & Poor's Corporation "Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to the redemption of bonds as the Agency may designate in a Written Request of the Agency filedwith the Trustee.

"Interest Account" means the account by that name established and held by the Trustee pursuant to the Indenture.

"Interest Payment Date" means August 15, 1992, and February 15 and August 15 in each year thereafter so long as any of the Bonds remain Outstanding under the Indenture.

"Investment Property" means any security (as said term is defined in Section 165(g)(2)(A) or (B) of the Tax Code), obligation, annuity, contract or investment-type property, excluding, however, obligations the interest on which is exempt from income tax under Section 103 of the Tax Code and which are not subject to the alternative minimum tax imposed under Section 571(a) 5 of the Tax Code.

"Law" means the Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the Health and Safety Code of the State, and the acts amendatory thereof and supplemental thereto.

"Maximum Annual Debt Service" means, as of the date of calculation, the largest Annual Debt Service for the current or any future Bond Year.

"1985 Bonds" means the Industrial-Commercial Redevelopment Project 1985 Tax Allocation Refunding Bonds, issued by the Agency in the aggregate principal amount of $8,165,000 pursuant to Resolution No. 147, adopted by the Agency on November 26, 1985, and pursuant to a Trust Indenture dated as of November 15, 1985.

"1985 Bonds Escrow Agreement" means the 1985 Bonds Escrow Deposit and Trust Agreement dated as of March 15, 1992, by and between the Agency and Bank of America National Trust and Savings Association, as Escrow Bank, relating to the advance refunding and defeasance of the 1985 Bonds.

"1987 Bonds" means the Industrial-Commercial Redevelopment Project 1987 Tax Allocation Subordinated Bonds, issued by the Agency in the aggregate principal amount of $7,165,000 pursuant to Resolution No. 179 adopted by the Agency on August 25, 1987, and pursuant to a Trust Indenture dated as of August 15,1987.

A-3 "1987 Bonds Escrow Agreement" means the 1987 Bonds Escrow Deposit and Trust Agreement dated as of March 15, 1992, by and between the Agency and Bank of America National Trust and Savings Association, as Escrow Bank, relating to the advance refundingand defeasanceof the 1987 Bonds.

''1991 Housing Bonds" means the $5,565,000 La Mirada Redevelopment Agency Industrial­ Commercial Redevelopment Project 1991 Housing Tax Allocation Bonds, Series A.

"Nonpurpose Obligation" means any Investment Property which is acquired with the Proceeds of the Bonds and which is not acquired in order to carry out the governmental purpose of the Bonds.

"Outstanding" when used as of any particular time with referenceto Bonds, means (subject to the provisions the Indenture) all Bonds except:

(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;

(b) Bonds paid or deemed to have been paid within the meaning of the Indenture; and

(c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Agency pursuant to the Indenture.

"Owner or "Bondowner" means, with respect to any Bond, the person in whose name the ownership of such Bond shall be registered on the Registration Books.

"Parity Debt" means any loans, advances or indebtedness issued or incurred by the Agency on a parity with the Bonds pursuant to the Indenture.

"Pass-Through Agreement" means "An Agreement for Reimbursement of Tax Increment Funds", dated April 11, 1989, by and among the Agency, the City, the County of Los Angeles and the Consolidated Fire Protection District of Los Angeles County.

"Permitted Investments" means any of the following which at the time of investment are legal investments under the laws of the State of California, for moneys then proposed to be invested therein:

(a) Federal Securities;

(b) any of the following direct or indirect obligations of the followingagencies of the United Stated of America: (i) certificates of beneficial ownership issued by the Farmers Home Administration; (ii) participation certificates issued by the General Services Administration; (iii) mortgage-backed bonds issued and guaranteed by the Government National Mortgage Association and mortgage-backed securities and senior debt obligations of the Federal National Mortgage Association; (iv) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation; and (v) Local Authority Bonds issued by the United States Department of Housing and Urban Development;

A-4 (c) interest-bearing demand or time deposits (including certificatesof deposit) in fe deral or State chartered banks (including the Trustee) provided that such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation;

(d) commercial paper rated at the time of purchase A-1 and better by Standard & Poor's Corporation and having an original maturity of not more than 365 days;

(e) obligations, the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are rated in one of the two highest rating categories by Standard & Poor's Corporation;

(f) federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of A- 1 + or better by Standard & Poor's Corporation;

(g) any investment agreement with a domestic financialins titution the long-term unsecured obligations or claims-paying ability of which are rated, as of the date of any such agreement, AA or better by Standard & Poor's Corporation; and

(h) money market funds which are registered under the federal Investment Company Act of 1940, whose shares are registered under the federal Securities Act of 1933 and having a rating by Standard & Poor's Corporation of AAAm-G, AAAm, or AAm.

"Plan Limit" means the limitation contained in the Redevelopment Plan on the maximum number of dollars of taxes which may be divided and allocated to the Agency pursuant to the Redevelopment Plan, as such limitation is prescribed by Section 33333.4 of the Law.

"Principal Account" means the account by that name established and held by the Trustee pursuant to the Indenture.

"Principal Corporate Trust Office" means such principal corporate trust office of the Trustee as may be designated from time to time by written notice from the Trustee to the Agency, initially being 600 Wilshire Blvd., HM-143, 5th Floor, Los Angeles, California900 17, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Trustee at which at any particular time, its principal corporate trust business shall be conducted.

"Private Business Use" means use directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding use by a governmental unit other than the federalgovernment and excluding use by any person as a member of the general public.

"Proceeds" when used with respect to the Bonds, means the face amount of the Bonds, plus accrued interest and original issue premium, if any, less original issue discount, if any.

A-5 "Record Date" means, with respect to an Interest Payment Date, the close of business on the first (1st) calendar day of the month which such Interest Payment Date occurs, whether or not such first(1s t) calendar day is a Business Day.

"Redemption Account" means the account by that name established and held by the Trustee pursuant to the Indenture.

"Redevelopment Plan" means the Redevelopment Plan for the project designated as the "Industrial-Commercial Redevelopment Project", approved by Ordinance No. 221 adopted by the City Council of the City of La Mirada on July 16, 1974, as amended by Ordinance No. 390 adopted on December 9, 1986, and as further amended by Ordinance No. 420 adopted on June 28, 1988 together with any amendments thereof heretoforeor hereafter duly enacted pursuant to the Law.

"Redevelopment Project" means the territory within the Industrial-Commercial Redevelopment Project as described in the Redevelopment Plan.

"Registration Books" means the records maintained by the Trustee pursuant to the Indenture forthe registration and transferof ownership of the Bonds.

"Report" means a document in writing signed by an Independent Redevelopment Consultant and including:

(a) a statement that the person or firm making or g1vmg such Report has read the pertinent provisions of the Indenture to which such Report relates;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and

(c) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion with respect to the subject matter referred to in the Report.

"Reserve Account" means the account by that name established and held by the Trustee pursuant to the Indenture.

"Reserve Requirement" means, as of any calculation date, an amount equal to the lesser of Maximum Annual Debt Service or ten percent (10%) of that amount which represents the original principal amount of, plus interest accrued to the date of issue on, and plus premium, if any, less original issue discount, if any, on the Bonds and any Parity Debt, excluding from such calculation Annual Debt Service on the principal amount of any Parity Debt then on deposit in any special escrow fund or ten percent (10%) of that amount which represents the original principal amount of, plus interest accrued to the date of issue on, and plus premium, if any, less original issue discount (if any) on, the principal amount of any Parity Debt then on deposit in any special escrow fund,as applicable.

"School District Agreement" means the Acquisition Agreement entered into on November 27, 1981 between the Agency and the Norwalk-La Mirada UnifiedSchool District.

A-6 "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax - (516) 227-4039 or 4190; Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax - (312) 663-2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Fax - (215) 496-5058; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/orsuch other securities depositories as the Agency may designate in a Written Request of the Agency delivered to the Trustee.

"Serial Bonds" means all Bonds other than Term Bonds.

"Series A Bonds" means the Agency's Industrial-Commercial Redevelopment Project Tax Allocation Bonds, 1992 Series A.

"Sinking Account" means the account by that name established and held by the Trustee pursuant to the Indenture.

"Special Fund" means the fund by that name established and held by the Agency pursuant to the Indenture.

"State" means the State of California.

"Subordinate Debt" means any loans, advances or indebtedness issued or incurred by the Agency pursuant to the Indenture which are either: (a) payable from, but not secured by a pledge of or lien upon, the Tax Revenues; or (b) secured by a pledge of or lien upon Tax Revenues which is expressly subordinate to the pledge of and lien upon the Tax Revenues under the Indenture for the security of the Bonds.

"Supplemental Indenture" means any resolution, agreement or other instrument which has been duly adopted or entered into by the Agency; but only if and to the extent that such Supplemental Indenture is specificallyauthorized under the Indenture.

"Tax Code" means the Internal Revenue Code of 1986, as amended fromtime to time. Any reference to a provision of the Tax Code shall include the applicable Tax Regulations promulgated with respect to such provision.

"Tax Regulations" means temporary and permanent regulations promulgated under Section 103 and related provisions of the Tax Code.

A-7 "Tax Revenues" means, except as provided below, moneys allocated within the Plan Limit and paid to the Agency derived from (a) that portion of taxes levied upon assessable property within the Redevelopment Project allocated to the Agency pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the Constitution of the State of California,or pursuant to other applicable State laws, and (b) reimbursements, subventions, (but excluding payments to the Agency with respect to personal property within the Redevelopment Project pursuant to Section 16110, et seq., of the Government Code of the State of California),or other payments made by the State with respect to any property taxes that would otherwise be due on real or personal property but for an exemption of such property from such taxes, and including that portion of such taxes otherwise required by Section 33334.3 of the Law to be deposited in the Low and Moderate Income Housing Fund, but only to the extent necessary to repay that portion of any Parity Debt (including applicable reserves and financing costs) attributed to amounts deposited in the Low and Moderate Income Housing Fund for use pursuant to Section 33334.2 of the Law to increase, improve or preserve the supply of low and moderate income housing within or of benefitto the Project area; but excluding (i) all other amounts of such taxes (if any) required to be deposited into the Low and Moderate Income Housing Fund of the Agency pursuant to Section 33334.3 of the Law or to pay the 1991 Housing Bonds or debt issued on a parity with such 1991 Housing Bonds, and (ii) all amounts payable by the Agency pursuant to the Pass-Through Agreement, unless the payment of such amounts has been subordinated to the payment of Annual Debt Service on the Bonds or on any Parity Debt.

"Term Bonds" means the Bonds maturing on August 15, 2011 and August 15, 2021.

"Trustee" means Security Pacific National Bank, as Trustee under the Indenture, or any successor thereto appointed as Trustee under the Indenture in accordance with the provisions of the Indenture.

"Written Request of the Agency" or "Written Certificateof the Agency" means a request or certificate,in writing signed by the Executive Director, Secretary or Treasurer of the Agency or by any other officer of the Agency duly authorized by the Agency for that purpose.

A-8 APPENDIX B

SUPPLEMENTAL INFORMATION ON THE CITY OF LA MIRADA

The followinginformation concerning the City of La Mirada is presented as general background data. The Bonds are payable solely fromTax Revenues as described in the Official Statement. The Bonds are not an obligation of the City of La Mirada, and the taxing power of the City is not pledged to the payment of the Bonds.

General The City of La Mirada encompasses 7.8 square miles and is located in eastern Los Angeles County, adjacent to the Orange County line. It is approximately 19 miles southeast of downtown Los Angeles. Neighboring communities include Santa Fe Springs, Cerritos, Fullerton and Buena Park.

The City of La Mirada was incorporated as a general law city on March 23, 1960 and operates under the Council/Manager form of government. The City is governed by a five-member council elected at large for four-year alternating terms, with the Mayor being selected by the Council from amongst its members. All other offices, including those of City Administrator and City Attorney, are filled by appointments of the Council. La Mirada employs 85 full-time staff members and 110 part­ time workers.

Transportation The Santa Ana Freeway (Interstate 5), a major northwest-southeast corridor, passes through the southern section of the City. Interstate 5 connects with the Artesia Freeway (State Highway 91) an east-west corridor, and the San Gabriel River Freeway (Interstate 605), a north-south corridor. These three freeways provide access to all major destination points and business centers in Southern California. The Century Freeway, under construction, will provide a direct link between Interstate 605 and Los Angeles International Airport.

Air cargo and passenger flight services are provided at Los Angeles International Airport, 25 miles west, which is served by all major airlines; Long Beach Airport, 15 miles southwest; and John Wayne Airport in Orange County, a fortyminute drive. All of these airports provide regional service. Fullerton Municipal Airport, two miles to the east, also provides freight services as well as commuter services to Los Angeles International Airport.

Rail freight serviceis available from both the Santa Fe and Southern Pacific railroads which serve the industrial area of La Mirada. Water transportation is available at Long Beach and Los Angeles harbors, one hour west. In addition, truck freight service is available from both local and national trucking companies.

Bus service is provided by South California Rapid Transit District, including Park-and-Ride service to downtown Los Angeles. There is also a City-owned Dial-A-Ride which will pick up and deliver passengers to any point within the City fora fareof 50 cents. There are bus service connections to the Orange County Rapid Transit District.

B-1 Community Facilities and Services

The City of La Mirada contracts with Los Angeles County for sheriff, paramedic, building inspection, flood control, and fire protection services. The City itself handles sewer and park maintenance, and contracts out to private firms for water, trash collection, and street sweeping services.

Educational services are provided by the Norwalk-La Mirada Unified School District. The district operates seven elementary schools, two high schools, a continuation school, and an adult education center in the City. Total enrollment is 6,340 students. In addition, there are three private schools (grades K-8) with a total enrollment of 1,090 students. Two two-year college districts serve La Mirada, Cerritos and Rio Hondo and there are three four-year colleges within commuting distance of the City.

Health care service within the City is provided by the Los Angeles County Health Department. Facilities include a 145-bed community hospital with 24-hour emergency service and two convalescent hospitals. Other health services include a City-operated center that houses the Volunteer, Straight Talk, and Legal Counseling Services. Additional services include the Southeast Regional Hospice Service, Meals-On-Wheels, Senior Citizen Nutrition, and the Southeast Center for Independent Living.

Within the City of La Mirada is a 240-acre county park with an 18-hole golf course, a public country club, swimming pool and children's fishing lake. City Community Services operate eight other park facilities with year-round activities forall ages. In addition, there is a system of bicycle and horse trails, fully developed and lighted athletic fields, an 18 hole disc golf course, an 8,000-seat sports stadium, a 64,000-volume branch of the County Library, and a 1,300-seat civic theatre which houses the symphony orchestra, community theatre, and civic light opera. Other attractions within the area include Disneyland, Knott's Berry Farm, the Los Angeles Music Center, the Hollywood Bowl, and the Los Angeles County Art Museum. Regional recreational areas include beach resorts, 17 miles to the south, and mountain resorts, 70 miles to the east. Population

The City's population increased more than 33.1 percent between the 1970 and the 1980 U.S. Census periods, but remained relatively stable between the 1980 and the 1990 Census periods. However, certain increases are expected due to the development of certain property by the Chevron Land Development Company. This development is a 150-acre, 832-home community consisting of both single family and multi-family residential units. The following table summarizes population growth between 1970 and 1990.

POPULATION DATA

City of La Mirada Los Angeles Countl'. State of California Percentage Percentage Percentage Year Ponulation Increase Ponulation Increase Ponulation Increase 1970 30,800 7,041,980 19,971,069 1980 40,986 33.1% 7,477,517 6.2% 23,668,145 18.5% 1990 40,452 (1.3) 8,863,164 18.5 29,760,021 25.7 Source: United States Census Bureau

B-2 Personal Income

Between 1986 and 1990 the City's median household effective buying income grew 22 percent compared to 22 percent forthe County, 18 percent forthe State and 13 percent forthe Nation.

LA MIRADA PERSONAL INCOME DATA

Total Effective Median Household Buying Income Effective Year and Area (OOO's Omitted) Buying Income 1990 City of La Mirada $ 741,634 $49,557 Los Angeles County 138,244,091 32,976 California 477,784,771 33,342 United States 3,499,365,237 27,912

1989 City of La Mirada $ 675,107 $45,815 Los Angeles County 135,162,824 30,489 California 444,988,647 31,183 United States 3,287,489,252 25,976

1988 City of La Mirada $ 654,609 $44,421 Los Angeles County 129,522,222 29,561 California 426,174,001 30,088 United States 3,064,005,977 24,488

1987 City of La Mirada $ 665,620 $45,180 Los Angeles County 130,015,864 30,059 California 426,008,347 0,537 United States 3,202,847,131 25,888

1986 City of La Mirada $ 598,830 $40,585 Los Angeles County 114,134,025 27,017 California 380,811,129 28,227 United States 2,981,720,801 24,602

Source: S&MM (Sales and Marketing Management) Survey of Buying Power.

B-3 Employment

The City of La Mirada is located in the southeastern portion of the Los Angeles/Long Beach labor market area adjacent to the Anaheim/Santa Ana labor market area. The Los Angeles/Long Beach, Riverside/San Bernardino/Ontario, and Orange county labor market areas combined contain the largest concentrations of major industrial firms in the western United States. Four major job categories constitute 84% of Los Angeles County's work force. They are Services (30%), wholesale and retail trade (22%), manufacturing(19 %), and government (13%).

Overall in the five years between 1987 and 1991, total employment in Los Angeles County increased by 5%. The distribution of employment in the Los Angeles County area is as follows:

LOS ANGELE�LONG BEACHSMSA WAGE AND SALARY WORKERS IN NONAGRICULTURAL ESTABLISHMENTS (In Thousands)

October October October October October Industry 1987 1988 1989 1990 1991 Total, all industries 4,069.1 4,167.5 4,273.3 4,325.7 4,273.2 Agricultural 10.7 11.6 13.3 14.4 13.3 Total nonagricultural 4,058.4 4,155.9 4,260.0 4311.3 4,259.9 Mining 9.4 9.7 9.4 8.3 8.1 Construction 153.6 152.6 158.9 160.1 149.9 Manufacturing 911.6 905.9 891.3 850.7 803.3 Nondurable goods 309.0 311.6 316.9 317.6 310.5 Durable goods 602.6 594.3 574.4 533.1 492.8 Transportation & public utilities 207.6 205.7 213.9 223.0 220.8 Wholesale & retail trade 926.8 961.5 971.3 972.3 957.0 Finance, insurance & real estate 287.6 287.1 294.6 292.8 288.5 Services 1,059.3 1,115.2 1,193.7 1,264.2 1,289.0 Government 502.5 518.2 526.9 539.9 543.3 Federal 72.6 70.3 70.0 69.7 69.1 State & Local 429.9 447.9 456.9 470.2 474.2

* The October 1991 unemployment rate in Los Angeles County was 7.8%. The State of California October 1991 unemployment rate was 7.3%.

Source: State of CaliforniaEm ployment Development Department, "Annual Planning Information" and "California Labor Market Bulletin".

B-4 As of June 30, 1991, the largest employers in the City of La Mirada are as follows:

PRINCIPAL EMPLOYERS

Name of Company Employment Type of Business/Product G.I. Trucking 550 Commercial Hauler AMOCO Foam Products 460 Thermo Forming/Blow Molding Western Wheel 450 Light Manufacturing Nu-Medical 400 Medical Center Gateway Plaza/Holiday Inn 300 Hotel and Restaurant Owens-Brockway Plastics 230 Plastic Bottle Manufacturing Winchell's Donuts 200 Corporate Office Crown Cork and Seal 150 Container Manufacturing Ralph's 115 Grocery Store X.A. Cabinet 110 Cabinet Manufacturing Amada Engineering Service 90 Sales and Service of Machine Tools Tuftex Carpet Mills 90 Distributor

Source: City of La Mirada, Finance Department.

Commercial Activity

The volume of retail sales and total taxable transactions for La Mirada during the five years ending December 31, 1990 and taxable transactions by type of business are shown below.

CITY OF LA MIRADA Total Taxable Transactions and Number of Sales Permits, 1986-1990

Total Retail %of Retail Taxable %of Issued Sales Increase/ Sales Transactions Increase/ Sales Year ($000) {Decrease} Permits ($000) {Decrease} Permits 1986 $151,919 291 $261,614 1,026 1987 155,994 2.7% 304 282,756 8.1% 1,028 1988 172,966 10.9 284 308,151 9.0 978 1989 175,044 1.2 280 307,480 (0.2) 970 1990 178,213 1.8 270 317,915 3.4 960

Source: State of California,State Board of Equalization, Taxable Sales in California.

B-5 CITY OF LA MIRADA Taxable Transactions by Type of Business, 1986-1990 (In Thousands of Dollars)

1986 1987 1988 1989 1990 Retail Stores Apparel $ 3,787 $ 3,890 $ 3,880 $ 3,708 $5,044 General Merchandise 14,843 13,492 13,387 13,823 * Drug Stores 3,508 3,495 3,796 3,582 3,027 Food Stores 35,213 25,168 20,396 21,062 21,212 Packaged Liquor Stores 2,905 3,877 3,867 4,113 4,210 Eating/Drinking Places 20,840 24,367 25,568 31,790 29,967 Home Furnishings and Appliances 1,160 2,791 3,246 3,360 4,178 Building Materials and Farm Implements 10,776 19,618 35,615 37,843 30,352 Auto Dealers/Suppliers 19,386 15,456 21,161 9,573 20,135 Service Stations 15,956 17,922 15,575 17,623 18,430 Other Retail Stores 23,545 25,918 26,475 28,567 41.658 Total Retail Stores $151,919 $155,994 $172,966 $175,044 $178,213

All Other Outlets 109.695 126,762 135,185 132,436 139,702

Total All Outlets $26 1,614 $282,756 $308, 151 $307,480 $317,9 15

Source: State of California,State Board of Equalization, Taxable Sales in California.

* In 1990 this category's sales were included in "Other Retail Stores".

The following are the ten largest sales tax producers and their percentage of total sales tax collected in the City of La Mirada forthe Fiscal Year 1990/9 1.

CITY OF LA MIRADA Schedule of Principal Sales Tax Producers Fiscal Year 1990-91

Percentage of Total Sales Tax Tax Payer Type of Business Collected Stuart's Drug & Surgical Surgical Supplies Distributor 9.67% Home Depot Home Improvement Store 6.59 Gateway Chevrolet Automobile Dealer 3.71 Mobile Scaffolding Scaffolding Sales & Rentals 2.62 Goss-Jewett Cleaning Supplies Distributor 2.10 Toys-R-Us Toy Store 2.04 Marshalls Clothing Store 2.03 Lucky Stores Grocery Store 1.83 Albertson's Grocery Store 1.54 Leeder Adox Cleaning Chemicals Distributor 1.37

Source: City of La Mirada, Finance Department.

B-6 Building Activity The followingchart summarizes the building permit valuations for La Mirada for the five-year period from 1986 to 1990.

CITY OF LA MIRADA BUILDING ACTIVITY AND VALUATION 1986 • 1990 (Valuation in Thousands of Dollars)

1986 m 1987 (2) 1988 (2) 1989 (2) 1990 (2) Residential New Single-Family $ 957 $ 215 $ 373 $ 18,076 $17,285 New Multi-Family 0 0 4,329 8,655 12,473 Additions, alterations 21104 2.651 3.647 31812 4,553 Total Residential $ 3,061 $ 2,866 $ 8,349 $ 30,543 $ 34,311

Non-Residential New Commercial $ 1,359 $ 2,412 $ 762 $ 5,996 $ 4,101 New Industrial 7,000 3,851 5,833 10,577 2,017 Other 1,632 1,252 1,237 3,112 2,340 Addition, alterations 3,958 4.324 71038 61556 4,320 Total Non-Residential $13,949 $11,839 $14,870 $26,241 $12,778

Total $17,010 $14,705 $23,219 $56,784 $47,089

No. of New Dwelling Units Single-dwelling 4 1 2 147 156 Multi-dwelling Q Q 162 175 214 Total New Units 4 1 184 322 370

Source: (1 ) Security Pacific NationalBank, "California Construction Trends" (2) Economic Sciences Corporation, "California Building Permit Activity"

Financial Statements

The City is audited annually by an independent auditor. Governmental funds, including the General Fund, are accounted for using the modified accrual basis of accounting. Revenues are recognized in the accounting period in which they become available. Expenditures, other than unmatured interest on general long-term debt, are recognized in the accounting period in which they are incurred, if measurable.

The following chart summarizes General Fund revenues, expenditures and fund balances for Fiscal Years 1986/87 through 1990/91.

B-7 CITY OF LA MIRADA (In $Millions) GENERAL FUND REVENUES, EXPENDITURES AND FUND BALANCE Fund Balance 35 1986/87-1990/9 l Expenditures Revenues 31

28

24

21

17

14

10

7

3

1986/87 1987/88 1988/89 1989/90 1990/91 Fiscal Year

Total Total Fund Fiscal Year RevenuesO) Ex�endituresm Balance (2) 1986/87 $ 9,392,130 $ 7,904,807 $17,787,534 1987/88 10,850,209 10,362,679 19,482,296 1988/89 11,219,235 8,872,108 21,752,928 1989/90 13,048,203 10,324,255 24,828,855 1990/91 13,263,676 10,949,479 32,965,428

( 1 ) Excluding Operating Transfers.

(2) Reserved Unreserved/Designated 1986/87 $10,880,742 $ 6,906,792 1987/88 7,720,632 11,761,664 1988/89 15,753,394 5,999,534 1989/90 16,028,854 8,800,001 1990/91 23,694,298 9,271,130

Source: City of La Mirada, ComprehensiveAnnual Financial Report.

B-8 CITY OF LA MIRADA Other Revenue GENERAL FUND REVENUES BY SOURCE 1990/91 Use of Money

Source Amount

Taxes $ 6,239,524 47.0% Licenses 697,173 5.3 Charges Intergovernmental 1,684,674 12.7 for Charges forServices 1,252,649 9.4 Service Fine and Forfeitures 278,902 2.1 Use of :Money 2,753,926 20.8 Other Revenue 356,828 _u Intergovern­ mental Total $ 13,263,676 100.0% Licenses

CITY OF LA MIRADA GENERAL FUND EXPENDITURES BY FUNCTION 1990/9 1 Capital Expenditures

Leisure

Public Safety Function Amount %

General Government $ 3,608,409 33.0% Public Safety 3,558,105 32.5 Public Works 1,775,701 16.2 Leisure 1,863,798 17.0 Capital Expenditures 143A66 _ll Total $ 10,949,479 100.0%

General Government Public Works

Source: City of La Mirada, Comprehensive Annual Financial Report

B-9 [THIS PAGE INTENTIONALLY LEFT BLANK) APPENDIX C

AUDITED FINANCIAL STATEMENTS FOR THE LA MIRADA REDEVELOPMENT AGENCY

C-1 [THIS PAGE INTENTIONALLY LEFf BLANK] 610 NEWPORT CENTER DRIVE SUITE 840 NEWPORT BEACH CALIFORNIA 9?66U (714) 760-9788

2111 PALOMAR AIRPORT ROAD. SUITE 1c,0 CARLSBAD. CALIFORNIA 92009 (619) 431-8476

August 30, 1991

The Board of Directors of the La Mirada Redevelopment Agency

Independent Auditors' Report

We have audited the general purpose financial statements of the La Mirada Redevelopment Agency as of and for the year ended June 30, 1991, as listed in the table of contents. These financial statements are the responsibility of the La Mirada Redevelopment Agency management Our responsibility is to express an opinion on these financial statements based on our audit

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the general purpose financial statements referred to above present fairly, in all material respects, the financial position of the La Mirada Redevelopment Agency at June 30, 1991 and the results of its operations for the year then ended in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the general purpose financial statements taken as a whole. The accompanying combining and individual fund financial statements listed in the table of contents are presented for purposes of additional analysis and are not a required part of the general purpose financial statements of the La Mirada Redevelopment Agency. The information has been subjected to the auditing procedures applied in the audit of the general purpose financial statements and, in our opinion, is fairly presented in all material respects in relation to the general purpose financial statements taken as a whole.

�� /� �

1 LA MIRADA REDEVELOPMENT AGENCY Combined Balance Sheet All Fund Types and Account Group June 30 , 1991

Account Governmental Fund Types Group Totals (M emorandum only) Debt Capital General Long­ Service Projects Term Debt 1991 1990 ASSETS

Cash and investments held by fiscal agent (Note 8) $ 5,106,415 $ 2,817, 118 $ 0 $ 7,923,533 $ 2,738,658 Cash and investments (Note 8) 1,436,773 2,188,671 0 3,625,444 2,660,480 Taxes receivable 826,094 0 0 826,094 635,535 Accounts receivable 0 494,855 0 494,855 1 45, 146 Interest receivable 136,317 270,092 0 406,409 109,184 Due from City 0 40,419 0 40,419 442,358 Deposits 0 164,094 0 164,094 214,094 Long-term lease receivable from City of La Mirada 0 878,922 0 878,922 926,934 Land held for resale (Note 3) 0 5,060,333 0 5,060,333 5,656,343 Amount available- debt servicefu nd 0 0 7,215,078 7,215,078 4, 1 70,698 Amount to be provided for retire - ment of long-term debt 0 0 54,708,107 54,708,107 35,528,777

Total Assets $ 7,505,599 $----11i_9 14,504 $ 61,923, 185 $ 81,343,288 $ 53,228,207

LIABILITIES AND FUND EQUITY

Liabilities Accounts payable $ 290,521 $ 583,775 $ 0 $ 874,296 $ 461 ,588 Deposits payable 0 287,686 0 287,686 196,073 Notes payable-current 0 0 0 0 0 Due City of La Mirada (Note 5) 0 87,263 23,239,286 23,326,549 15,986,448 Due Financing Authority (Note 4) 0 0 2,772,498 2,772,498 697,898 Due other governments 0 2,000 0 2,000 2,000 Bonds payable (Notes 6 and 10) 0 0 33,055,000 33,055,000 20, 1 85,000 Notes payable (Note 7) 0 0 2,856,401 2,856,401 2,905, 181 Total Liabilities 290,521 960,724 61,923, 185 63,1 74,430 40,434,188

Fund Equity Fund Balances Reserved-land held for resale 0 5,060,333 0 5,060,333 5,656,343 Reserved-long-term lease 0 878,922 0 878,922 926,934 Reserved-debt service 2,502,738 0 0 2,502,738 2, 1 1 5,364 Reserved-bond reserve account 4,712,340 0 0 4,712,340 2,055,334 Reserved-capital improvements 0 3,322,456 0 3,322,456 0 Unreserved 0 1,692,069 0 1,692,069 2,040,044 Total Fund Equity 7,215,078 10,953,780 0 18,1 68,858 12,794,019

Total Liabilities and Fund Equity $ 7,505,599 $ 11,914,504 $ 61,923,185 $ 81,343,288 $�2 28,207

See Accompanying Notes to Financial Statements

2 LA MIRADA REDEVELOPMENT AGENCY Combined Statement of Revenues, Expenditures and Changes in Fund Balances-All Governmental Fund Types For the Year Ended June 30, 1991

Governmental Fund Types Totals (Memorandum only)

Debt Capital Service Projects 1991 1990 Revenues Tax increment revenue $ 3,436,057 $ 0 $ 3,436,057 $ 2,588,473 State subvention 218,521 0 218,521 284,950 Interest income 461 ,377 370,303 831,680 699,396 Rental and lease income 36,300 86,124 122,424 121,812 Other income 0 25,910 25,910 24,308

Total Revenues 4,1 52,255 482,337 4,634,592 3,718,939

Expenditures Administration costs 47,775 538,569 586,344 467, 108 Professional services 30,636 554,107 584,743 747,404 Planning, survey and design 0 378,766 378,766 134,302 Relocation costs 0 5,907,402 5,907,402 560,287 Operation of acquired property 0 55,036 55,036 36,451 Project improvement costs 0 3,086,888 3,086,888 1,073,377 Interest expense 4,303,945 0 4,303,945 3,394,932 Long-term debt principal payment 2,531 ,407 0 2,531,407 1,864,992 Reimbursement of City lease 36,300 0 36,300 240,200 Housing subsidy 0 2,1 60,382 2,1 60,382 0 Capital expenditures 0 3,683,375 3,683,375 222,154 Other 0 89,505 89,505 15,878

Total Expenditures 6,950,063 16,454,030 23,404,093 8,757,085

Excess (Deficiency) of Revenues Over Expenditures (2, 797 ,808) (15,971 ,693} (18,769,501) (5,038, 1 46)

Other Financing Sources (Uses) Gain (loss) on sale of land 0 60,100 60,100 (2,955,639) Loans from City of La Mirada 1,547,634 8,030,256 9,577,890 1,782,676 Loans from Public Financing Authority 0 2,074,600 2,074,600 697,898 Bond proceeds 5,053,476 9,646,525 14,700,001 0 Paid to refunded bond escrow agent (Note 10) (1,869, 1 78) 0 (1,869, 1 78) 0 Contribution from (to) City for capital projects 0 (399,073) (399,073) 162,468 Operating transfers in 1,1 1 0,256 0 1,1 1 0,256 500,000 Operating transfers out 0 (1 , 1 1 0,256) (1 , 1 1 0,256) (500,000)

Total Other Financing Sources (U ses) 5,842, 188 1 8,302, 152 24,144,340 (3 12,597)

Excess (Deficiency) of Revenues and Other Financing Sources Over Expenditures and Other Uses 3,044,380 2,330,459 5,374,839 (5,350,743)

Fund Balance-July 1 4,170,698 8,623,321 12,794,019 17,904,562

Fund Balance-June 30 $ 7,215,078 $ 10,953,780 $ 18, 168,858 $ 12,553,819

See Accompanying Notes to Financial Statements

3 LA MIRADA REDEVELOPMENT AGENCY Combined Statement of Revenues, Expenditures and Changes in Fund Balances-Budget and Actual All Governmental Fund Types For the Year Ended June 30, 1991

Debt Service Funds Variance Favorable Budget Actual (Unfavorable Revenues Tax increment revenue $ 3,222,000 $ 3,436,057 $ 214,057 State subvention 314,300 218,521 (95,779 Interest income 317,600 461,377 143,777 Rental and lease income 240,200 36,300 (203,900 Other income 0 0 0

Total Revenues 4,094,100 4,1 52,255 58,155

Expenditures Administration costs 0 47,775 (47,775: Professional services 16,800 30,636 (13,836: Planning, survey and design 0 0 0 Relocations costs 0 0 0 Operation of acquired property 0 0 0 Project improvement costs 0 0 0 Interest expense 2,068,600 4,303,945 (2,235,345 Long-term debt principal payment 3,818,500 2,531 ,407 1,287,093 Reimbursement of City lease 240,200 36,300 203,900 Housing subsidy 0 0 0 Capital expenditures 0 0 0 Other 0 0 0

Total Expenditures 6, 1 44, 100 6,950,063 (805,963

Excess (Deficiency) of Revenues over Expenditures (2,050,000) (2, 797 ,808) (747,808

Other Financing Sources (Uses) Gain (loss) on sale of land 0 0 0 Loans from City of La Mirada 0 1,547,634 1,547,634 Loans from Public Financing Authority 0 0 0 Bond proceeds 0 5,053,476 5,053,476 Paid to refunded bond escrow agent 0 (1,869, 1 78) (1,869, 178 Contribution from (to) City for capital projects 0 0 0 Operating transfers in 2,500,000 1,11 0,256 {1 ,389,744 Operating transfers out 0 0 0

Total Other Financing Sources (Uses) 2,500,000 5,842,188 3,342,188

Excess (Deficiency) of Revenues and Other Financing Sources Over Expenditures and Other Uses 450,000 3,044,380 2,594,380

Fund Balance-July 1 4,1 70,698 4, 1 70,698 0

Fund Balance-June 30 $ 4,620,698 $ 7,215,078 $ 2,594,380

See Accompanying Notes to Financial Statements 4 ...... :; . · · . . . . ····,····· ········�:··,-...... , ..... -, .... _ ...... , .. ·.·:·.-...:·· -:-:-·: :...... : .: •M.· ... ..-.w.:.•w.•.::w.w.w.·.. ...-...... :.: ...... :...... w.-. :.:.:...... :: ...... :.. ..,: ...... U ::: >:. ..:•::: :::: :::... .. \ ::.:·::: .. :,-;::::.. .,:.,:_.:::::::: : :::-.>::::: :::::.:,.:,::,::::::::: ::,: :· .·.· :-, . ·, ··. ·· · ...... Caeital Projects Funds Variance Favorable Budget Actual (Unfavorable)

$ 0 $ 0 $ 0 0 0 0 158,000 370,303 212,303 0 86, 124 86, 124 0 25,910 25,910

158,000 482,337 324,337

499,000 538,569 (39,569) 21 6,500 554,107 (337,607) 25,000 378,766 (353,766) 6,850,000 5,907,402 942,598 2,350 55,036 (52,686) 2,800,000 3,086,888 (286,888) 0 0 0 0 0 0 0 0 0 1,755,000 2,160,382 (405,382) 0 3,683,375 (3,683,375) 431 ,500 89,505 341 ,995

12,579,350 16,454,030 (3,874,680)

(12,421 ,350) (15,971,693) (3 ,550,343)

1,878,750 60,100 (1,818,650) 6,900,000 8,030,256 1,130,256 2,255,000 2,074,600 (180,400) 0 9,646,525 9,646,525 0 0 0 (2, 1 42,027) (399,073) 1,742,954 0 0 0 (2,500,000} (1, 1 1 0,256) 1,389,744

6,391,723 18,302,152 11,910,429

(6,029,627) 2,330,459 8,360,086

8,623,321 8,623,321 0

$ 2,593,694 $ 10,953,780 $ 8,360,086

5 LA MIRADA REDEVELOPMENT AGENCY NOTES TO FINANCIAL STATEMENTS June 30, 1991

1 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Funds and Account Groups

The accounting records of the Agency are organized on the basis of funds and account groups as follows:

Governmental Funds:

The Debt Service Funds are used to account for the payment of interest and principal on long-term debt and the accumulation of resources thereof.

The Capital Projects Funds are used to account for the financial resources used in developing the project areas as well as administrative expenditures incurred in sustaining Agency activities.

Account Group:

The General long-Term Debt Account Group is used to record the outstanding principal balance of tax allocation bonds and other long-term debt.

Basis of Accounting

The governmental funds are mainta ined on the modified accrual basis of accounting wherein:

Revenues are recorded as received in cash except that (1) revenues which are both measurable and available as a resource to finance operations of the current year are accrued, and (2) revenues of a material amount not received at the normal time of receipt are accrued or deferred as appropriate.

Expenditures are recorded on an accrual basis except that ( 1) disbursements for inventory type items are considered expenditures at the time of purchase, (2) expenditures are not divided between years by the recording of prepaid expenses, and (3) interest on long-term debt is recorded as an expenditure on its due date.

Budgetary Practices

Each year the Agency budgets the debt service funds and capital projects funds on an individual activity basis.

Agency Financial Reporting

In conformance with GASB Cod. Sec. 2100, "Defining the Reporting Entity", the Agency financial activities will be included with financial activities of the City of la Mirada for financial reporting purposes.

Comparative Data

Comparative total data for the prior year have been presented in the accompanying financial statements in order to provide an understanding of changes in the Agency's financial position and operations. However, comparative (i.e., presentation of prior year totals by fund type) data have not been presented in each of the statements since their inclusion would make the statements unduly complex and difficult to read. Prior year balances have been reclassified to conform to the current year presentation.

6 LA MIRADA REDEVELOPMENT AGENCY NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30. 1991

Memorandum Only Totals

Total columns on the statements are captioned "Memorandum Only" to indicate that they are presented only to facilitate financial analysis. Data in the total columns do not present financial position, results of operations, or changes in financial position in conformity with generally accepted accounting principles. Neither is such data comparable to a consolidation.

Investments

Investments are stated at amortized cost, which approximates market value (see Note 8).

2. HISTORY AND ORGANIZATION

The La Mirada Redevelopment Agency was established in June 1973, pursuant to the California Community Redevelopment Laws. The initial project area, the Industrial-Commercial Redevelopment Project No. 1, was approved in July 1974, and encompasses two non-contiguous areas totaling approximately 369 acres. One area is located in the southeastern corner of the City which is primarily industrial uses and the other is located in the center of the City which includes the La Mirada Mall. In July 1988, Project Area No. 1 was expanded to include an additional 465 acres. Project Area No. 2, Valley Vie� Commercial Redevelopment Project, was approved in June 1975, and encompasses approximately 30 acres along the Santa Ana Freeway to be developed into a commercial area. Project Area No. 3, Beach Boulevard Redevelopment Project, was approved on December 14, 1976 and encompasses 224 acres of property along Beach Boulevard to be developed as residential and commercial.

The Agency is acquiring property in the project areas to be resold to industrial and commercial enterprises interested in locating in the areas. The Agency also plans to participate in improving freeway access to the City.

3. LAND HELD FOR RESALE

The Agency has purchased parcels of land in the project areas to be held for resale. The total cost of land held for resale, valued at lower of cost or market, at June 30, 1991 , is as follows:

Project Area No. 1 $3,436,468 Project Area No. 2 734,857 Project Area No. 3 889,008

Total $5,060,333

4. DUE TO THE LA MIRADA PUBLIC FINANCING AUTHORITY

At June 30, 1991, the amount of long-term debt due to the La Mirada Public Financing Authority consists of loans made to Project Area No. 3 totaling $2, 772,498.

7 LA MIRADA REDEVELOPMENT AGENCY NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1991

5. DUE TO THE CITY OF LA MIRADA

At June 30, 1991, the amount of long-term debt due to the City of La Mirada consists of debt from various promissory notes with interest equal to the Local Agency Investment Fund rate and various promissory notes with 12% interest, calculated monthly.

Project Area No. 1 $ 11,242,345 Project Area No. 2 9,598,607 Project Area No. 3 2.398.334

Total $23.239.286

6. BONDS PAYABLE

Special Tax Bonds:

$ 15,000,000 1990 special tax bonds: Auth/lssued Descr Principal Date Rate $2,275,000 Serial $25,000/ 1991- 6.50% 340,000 2003 8.00% 12,725,000 Term 12,725,000 2020 8.25%

The term bonds are subject to mandatory redemption from sinking account payments under the indenture. The bonds maturing on or after October 1, 2001 , are subject to redemption prior to maturing on any interest payment date beginning October 1, 2000 at redemption prices ranging from 100.0% to 102.0% of principal. $1 5.000,000

Tax Allocation Bonds:

$8, 165,000 1985 tax allocation refunding bonds, with interest ranging from 5.5% to 8.9% payable in annual principal installments of $90,000 to $790,000 to maturity in 2010. Bonds maturing on or after November 15, 1986, may be redeemed at the option of the Redevelopment Agency on any interest payment date beginning November 15, 1995, at prices ranging from 100% to 102.5% of principal. $7,625,000

$7, 165,000 1987 tax allocation bonds:

Auth/lssued Descr Principal Date Rate

$1,695,000 Serial $15,000/ 1989- 5.50% 275,000 2000 7.70% 1,680,000 Term 1,680,000 2005 7.75% 3,790,000 Term 3,790,000 201 2 8.00%

The term bonds are subject to mandatory redemption from sinking account payments under the indenture. The bonds maturing on or after August 15, 1997, are subject to redemption prior to maturity on any interest payment date beginning August 15, 1996 at redemption prices ranging from 100.0% to 102.5% of principal. 7,110,000

8 LA MIRADA REDEVELOPMENT AGENCY NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1991

$3,325,000 1987 tax allocation bonds:

Auth/lssued Descr Principal Date Rate

$485,000 Serial $ 5,000/ 1990- 5.75% 95,000 2000 7.70% 700,000 Term 700,000 2005 7.75% 2, 1 40,000 Term 2, 1 40,000 2012 8.00%

The term bonds are subject to mandatory redemption from sinking account payments under the indenture. The bonds maturing on or after August 15, 1997, are subject to redemption prior to maturity on any interest payment date beginning August 15, 1996 at redemption prices ranging from 100.0% to 102.5% of principal. 3,320.000

Total Tax Allocation Bonds 18,055.000

Total Bonds Payable $33.055.000

Changes in bonds payable are as follows:

July 1, 1990 Addition§ Deletigns June 301 1 �91 Lease Revenue Bonds $ 1,955,000 $ $1,955,000 $ Special Tax Bonds 15,000,000 15,000,000 Tax Allocation Bonds 18,230,000 175,000 18,055,000 $20. 1 85.000 $15.000.000 $2. 1 30.QOO $33.055.QQQ

The annual requirements to amortize bonds payable included in the General Long-Term Debt Account Group as of June 30, 1991, including interest payments of $47, 102,609 are as follows:

Year Tax Special Ended Allocation Tax June 30 Bond� Bond§ Total 1992 $ 1,682,563 $ 1,249, 188 $ 2,931,751 1993 1,715,863 1,252,370 2,968,233 1994 1,735,506 1,250,330 2,985,836 1995 1,756,472 1,248,237 3,004,709 1996 1,783,005 1,250,929 3,033,934 1997-2001 9, 1 64,447 7,041,270 16,205, 717 2002-2006 9,338,308 7,01 5,051 16,353,359 2007-201 1 9,602, 100 6,991 ,800 16,593,900 201 2-201 6 2,277,200 6,938,358 9,215,558 201 7-2021 Q.864,§1 2 §.864,612 Totals $39.055.464 $41 • 1 02. 145 $80.1 57.609

9 LA MIRADA REDEVELOPMENT AGENCY NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1991

7. NOTES PAYABLE

On November 10, 1981, the Agency entered into an agreement with the Norwalk-La Mirada Unified School District for the purchase of real estate. The Agency paid $10,000,000 for the land acquired from the District of which a balance remains payable as follows:

The sum of two million dollars ($2,000,000) with interest rate of ten percent (10%) from the date of close of escrow, principal and interest payable by Agency in the amount of seventy-five percent (75%) of the tax increment revenue generated on the acquired parcel and received by the Agency until principal and interest are paid in full. At June 30, 1991, the outstanding balance, excluding interest of $1,313,549 is: $2,000,000

On December 1, 1986, the Agency borrowed $1,050,000 on a promissory note to Bank of California for the purchase of real property. The note is payable in monthly installments of $10,036 at 8% through December 1, 2001 . At June 30, 1991, the outstanding balance is: 856.40 1

$2,856.401

The annual requirements to amortize the note payable to Bank of California included in the General Long­ Term Debt Account Group as of June 30, 1991 , including interest payments of $425,65 1 is as follows:

Year Ended Note June 30 Payable

1992 $ 120,432 1993 120,432 1994 120,432 1995 120,432 1996 120,432 1997-2001 602, 160 2002 77.732

Total $1,282,052

8. CASH AND INVESTMENTS

Cash and investments at June 30, 1991, consist of the following:

Pooled Deposits: Demand accounts bank balance $255,939 Add: Deposits in transit 585,603 Less: Outstanding checks (66.098) Total Pooled Deposit Book Balance $ 775,444 Pooled investments 2,850,000 Cash and investments with fiscal agent 7.923.533 Total Cash and Investments $11,548,977

10 LA MIRADA REDEVELOPMENT AGENCY NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1991

The Agency follows the practice of pooling cash and investments of all funds, except for funds required to be held by outside fiscal agents under the provisions of bond indentures.

Interest income earned on pooled cash and investments is allocated monthly to the various funds based on the month-end cash balances. Interest income from cash and investments with fiscal agents is credited directly to the related fund.

Demand Deposits and Certificates of Deposit:

All demand deposits and certificates of deposit are entirely insured or collateralized. The California Government Code requires California banks and savings an loan associations to secure an Agency's Deposits by pledging government securities as collateral. The market value of pledged securities must equal at least 1 10% of an Agency's deposits. California law also allows, as an eligible security, first trust deeds having a value of 1 50% of the total amounts of the deposits. A third class of collateral is letters of credit drown on the federal Home Loan Bank (FHLB). The Agency may waive collateral requirements for deposits which are fully insured up to $100,000 by federal depository insurance.

Authorized Investments:

Under provisions of the Agency's investment policy, and in accordance with Section 53601 of the California Government Code, the Agency may invest in the following types of investments:

o Securities of the U.S. Government, or its agencies o Commercial banks and/or savings and loan institutions' Certificates of Deposit o Negotiable certificates of deposit o Bankers acceptances o Corporate commercial paper and medium term notes o Money market accounts (mutual funds) o Passbook savings accounts o State and county investment pools o Repurchase agreements

Credit Risk, Carrying Amount, and Market Value

Cash and non-negotiable certificates of deposit are classified in three categories of credit risk as follows: Category 1 - insured or collateralized with securities held by the Agency or by its agent in the Agency's name; Category 2 - collateralized with securities held by the pledging financial institution's trust department or agent in the Agency's name; Category 3 - uncollateralized.

Investments are also classified in three categories of credit risk as follows: Category 1 - insured or registered, or securities held by the Agency or its agent in the Agency's name; Category 2 - uninsured and unregistered, with securities held by the counterparty's trust department or agent in the Agency's name; Category 3 - uninsured and unregistered, with securities held by the counterparty, or by its trust department or agent but not in the Agency's name. Investments in pools managed by other governments or in mutual funds are not required to be categorized.

11 LA MIRADA REDEVELOPMENT AGENCY NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1991

Deposits and investments held by the Agency at June 30, 1991, are summarized below:

Category Bank Balance/ Market 2 3 Carrying Amt Value

Pooled Degosits Cash $100.000 $155.939 $ $ 255.939 $ 255.939

Pooled Investments State Pool (LAIF) * 2.850.000 2.850.000

Cash and Investments with/ Fiscal Agents Cash & Time Deposits 2,447 2,447 2,447 Money Market 69,464 69,464 69,464 Treasury Notes 333,023 333,023 333,023 Government Securities 858,859 858,859 871 ,929 Investment Contracts 6.659.740 6.659.740 6.659.740 7,923.533 7.923.533 7.936.603 Total Cash & Investments $100,000 $155,939 $7,923,533 $1 1,029.472 $11 ,042,542

• Not subject to categorization

At June 30, 1991, the Agency had no investments in repurchase agreements.

Cash and Investments with Fiscal Agent:

The Agency has monies held by trustees or fiscal agents pledged to the payment or security of certain bonds. The California Government Code provides these monies, in the absence of specific statutory provisions governing the issuance of bonds, may be invested in accordance with the ordinance, resolutions or indentures specifying the types of investments its trustees or fiscal agents may make. These ordinances, resolutions and indentures are generally more restrictive than the Agency's general investment policy. In no instance have additional types of investments, not permitted by the Agency's general investment policy, been authorized.

9. JOINT VENTURE

On August 8, 1989, the Agency and the City of La Mirada formed the La Mirada Public Financing Authority to provide for the financing of public capital improvements of the City and Agency.

The Authority, on September 14, 1989, issued $3, 195,000.00, 7. 723541 %, tax allocation bonds with maturity dates from 1993 to 201 9, for the purpose of funding affordable housing programs. The outstanding balance at June 30, 1991 is $3, 195,000.

Upon termination of the Authority, all property of the Authority will be divided between the Agency and City in such a manner to be agreed upon by the parties.

12 LA MIRADA REDEVELOPMENT AGENCY NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1991

Summarized unaudited information of the La Mirada Public Financing Authority for the fiscal year ended June 30, 1991 is as follows:

Debt Service Fund: Operating Revenues $ 259,219 Operating Expenditures (246,278) Net Income $ 12.941

Total Assets $3.041.393

Total Fund Equity $3.041.393

General Long-term Debt: Total liabilities $3.1 95.000

10. DEFEASED BONDS

On December 18, 1985, the Agency issued the $8, 165,000 Tax Allocation Refunding Bonds with an average interest rate of 8.7% to advance refund $5,005,000 1977 Tax Allocation Bonds. The 1977 Tax Allocation Bonds are considered to be defeased and the liability for those bonds has been removed from the general long-term debt account group. The balance of defeased bonds outstanding at June 30, 1991 was $4,005,000.

On October 4, 1990, the City issued $15,000,000 Special Tax Bonds with an average interest rate of approximately 8.2% to advance refund $1,955,000 1976 Lease Revenue Bonds with an average interest rate of approximately 7 .1 %. $1,869, 178 of the proceeds plus an additional $127,030 of 1976 Bonds Sinking fund monies were deposited in an irrevocable trust with an escrow agent to provide for all future debt service payments on the 1976 Lease Revenue Bonds.

As a result, the 1976 Lease Revenue Bonds are considered to be defeased and the liability for those bonds has been removed from the general long-term debt account group. The remaining proceeds of $12,489,670 (net of issuance costs of $341 , 152 and discount of $300,000) will be used for debt service on the 1990 Bonds ($3, 184,298) and for the acquisition and rehabilitation of the La Mirada Civic Theatre ($9,305,372). The advance refunding of the 1976 Series bonds resulted in additional total debt service payments over the next 30 years of $2,865,850 and an economic loss (difference between the present values of the debt service payments on the old and new debt) of $248,867. The 1976 Bonds were called December 1, 1990.

11. OTHER REQUIRED INDIVIDUAL FUND DISCLOSURES

The Project Area 1 Debt Service Fund expenditures of $4, 132,591 exceeded appropriations of $3,308, 150.

The Project Area 3 Debt Service Fund expenditures of $1,325,053 exceeded appropriations of $65,900.

The Project Area 1 Capital Project Fund expenditures of $13,886, 721 exceeded appropriations of $10,465, 700.

The Project Area 3 Capital Project Fund expenditures of $2,424,848 exceeded appropriations of $1,971 ,150.

13