NEW ISSUE - FULL BOOK-ENTRY RATINGS: Moody's: "Aa2NMIG-1" Standard & Poor's: "AA-/A-1+" (See "RATINGS") In the opinion of Nixon Peabody LLP, Bond Counsel, under existing law and assuming compliance with the tax covenants described herein and the accuracy of certain representations and certifications made by the Agency and the Borrowers and described herein, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), except that no opinion is expressed as to the exclusion of interest from gross income for any period during which any Bond is held by a person who, within the meaning ofSection 147( a) of the Code, is a "substantial user" ofthe facilities financed with proceeds of the Bonds or a "related person". Bond Counsel is further of the opinion that interest on the Bonds is treated as an item of tax preference for purposes of calculating the federal alternative minimum tax that may be imposed on individuals and corporations. Bond Counsel is further of the opinion that under existing law interest on the Bonds is exempt from California personal income taxes. See "TAX MATTERS" regarding certain other tax considerations. Redevelopment Agency of the City of San Jose Merged Area Redevelopment Project Subordinate Housing Set-Aside Tax Allocation Variable Rate Demand Bonds (AMT) $33,075,000 $33,075,000 Tax-Exempt Tax Allocation Bonds Tax-Exempt Tax Allocation Bonds Series 2005C (AMT) Series 20050 (AMT) Dated: Date of Delivery Price: 100% Due: August 1, 2035 This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Potential investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used on this cover page not otherwise defined shall have the meanings set forth herein. The Redevelopment Agency of the City of San Jose (the "Agency") is issuing both series of bonds captioned above (the "Series 2005C Bonds" and the "Series 2005D Bonds" and, collectively, the "Bonds") in accordance with a Fiscal Agent Agreement, dated as of May 1, 2002 (the "Original Fiscal Agent Agreement"), as amended and supplemented by that certain First Supplemental Agreement, dated as of June 1, 2005 (the "First Supplemental Agreement," and collectively with the Original Fiscal Agent Agreement, the "Fiscal Agent Agreement"), each by and between the Agency and Wells Fargo Bank, National Association, as fiscal agent (the "Fiscal Agent"). See "THE BONDS -Authority for Issuance". The proceeds of the Bonds will be (i) used by the Housing Department of the City of San Jose, California (the "City") to finance and refinance affordable housing projects within the City, including by refunding a portion of the Agency's Merged Area Redevelopment Project Housing Set-Aside Taxable Revenue Bonds, Series 2002G and Series 2002H, and (ii) used to pay certain costs relating to the issuance of the Bonds. The Bonds of each Series will be issued initially in denominations of $100,000 or any integral multiple of $5,000 in excess of $100,000. The Bonds will be issued as fully registered Bonds and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds. Individual purchases of interests in the Bonds will be made in book-entry form only. Principal of, premium, if any, and interest on the Bonds is payable by the Fiscal Agent directly to DTC, which will in tum remit those payments to the DTC Participants for subsequent disbursement to the Beneficial Owners of the Bonds. See "THE BONDS - Book-Entry System". Initially, each Series of Bonds will bear interest at a Weekly Rate. For so long as a Series of Bonds bears interest at a Weekly Rate, interest on that Series of Bonds will be paid on the first Business Day of each month, commencing August 1, 2005, as well as on the maturity date and on certain dates on which Bonds of that Series are subject to mandatory tender for purchase. See "THE BONDS - Variable Interest Rates". At the option of the Agency, each Series of Bonds may also be converted to bear interest at a Daily Rate, a Monthly Rate, a Semiannual Rate, a Flexible Rate, a Long Rate or a Fixed Rate in accordance with the Fiscal Agent Agreement, and will be subject to mandatory tender at the time of each such conversion. The Fiscal Agent Agreement allows one Series of Bonds to be converted to a different interest rate mode than the other Series of Bonds at any time. The Maximum Rate on the Bonds may not exceed the lesser of 12% or such other rate as may be specified for either Series of Bonds by the Agency in accordance with the Fiscal Agent Agreement. See "THE BONDS - Determination of Variable Interest Rates," "- Conversions Between Variable Rates" and"- Fixed Rate Conversion". Payment of principal of and interest on each Series of the Bonds is supported by a separate, irrevocable direct-pay letter of credit (each a "Letter of Credit") issued in favor of the Fiscal Agent for the benefit of the registered owners of the related Series of Bonds by The Bank of New York (the "Credit Provider"). BANK NEWYOfUC Each Letter of Credit will terminate with respect to its respective Series of Bonds on June 29, 2010, unless extended by the Credit Provider, or earlier upon the occurrence of the events set forth in each Letter of Credit. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS - The Credit Facility". During the period that Bonds of either Series bear interest at a Daily Rate, a Weekly Rate or a Monthly Rate, Owners of Bonds of that Series will have the right to have their Bonds purchased on demand upon providing irrevocable notice in the manner set forth in the Fiscal Agent Agreement. The Bonds are also subject to mandatory tender prior to maturity. See "THE BONDS - Tender of Bonds at Option of Owner" and"- Mandatory Tender of Bonds". Citigroup Global Markets Inc. will serve as remarketing agent for the Series 2005C Bonds and Banc of America Securities LLC will serve as remarketing agent for the Series 2005D Bonds. Prior to the expiration of a Letter of Credit for a Series of Bonds, the Credit Provider is obligated under that Letter of Credit to fund the purchase price of all Bonds of that Series tendered for purchase and not remarketed. See "THE BONDS - The Remarketing Agents". The Bonds are subject to optional and mandatory redemption prior to maturity as described in this Official Statement. See "THE BONDS - Redemption". THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AGENCY AND ARE PAYABLE, AS TO INTEREST THEREON AND PRINCIPAL THEREOF, EXCLUSIVELY FROM SUBORDINATE HOUSING SET-ASIDE AMOUNTS, AND THE AGENCY IS NOT OBLIGATED TO PAY THEM EXCEPT FROM SUBORDINATE HOUSING SET-ASIDE AMOUNTS. ALL OF THE BONDS ARE EQUALLY SECURED BY A PLEDGE OF AND CHARGE AND LIEN UPON, ALL OF THE SUBORDINATE HOUSING SET-ASIDE AMOUNTS, AND THE SUBORDINATE HOUSING SET-ASIDE AMOUNTS CONSTITUTE A TRUST FUND FOR THE SECURITY AND PAYMENT OF THE INTEREST ON, THE PRINCIPAL OF AND PREMIUM, IF ANY, OF THE BONDS AND ANY OTHER PARITY DEBT (AS DEFINED HEREIN) ISSUED BY THE AGENCY IN ACCORDANCE WITH THE FISCAL AGENT AGREEMENT. THE BONDS ARE NOT A DEBT OF THE CITY, THE STATE OF CALIFORNIA (THE "STATE") OR ANY OF ITS POLITICAL SUBDIVISIONS OTHER THAN THE AGENCY, AND NEITHER THE CITY, THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS OTHER THAN THE AGENCY IS LIABLE THEREFOR, NOR IN ANY EVENT SHALL THE BONDS BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THE SUBORDINATE HOUSING SET-ASIDE AMOUNTS OF THE AGENCY AS PROVIDED IN THE FISCAL AGENT AGREEMENT. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. The Bonds are offered, when, as and if issued and accepted by the Underwriters, subject to the approval as to legality by Nixon Peabody LLP, San Francisco, California, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Agency by its General Counsel and by Nixon Peabody LLP, as Disclosure Counsel, for the Credit Provider by Sidley Austin Brown & Wood LLP, Los Angeles, California and for the Underwriters by Hawkins Delafield & Wood LLP, Los Angeles, California. It is expected that the Bonds in definitive form will be available for delivery to DTC in New York, New York on or about June 30, 2005. Series 2005C Bonds Series 20050 Bonds CITIGROUP BANC OF AMERICA SECURITIES LLC Dated: June 24, 2005 GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized by the Agency to give any information or to make any representations other than as contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been given or authorized by the Agency or the Underwriters. Use of this Official Statement. This Official Statement is submitted in connection with the sale of the Bonds described herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement does not constitute a contract between any Bond owner and the Agency or the Underwriters. Preparation of this Official Statement. The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness.