NEW ISSUE – BOOK-ENTRY RATINGS: Underlying: S&P: A- BAM Insured: AA (Stable) (See “BOND INSURANCE” and “RATINGS”) In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Successor Agency to the Richmond Community Redevelopment Agency, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2014A Refunding Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the Series 2014A Refunding Bonds is not a specific preference item for purposes of the federal individual and corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings in calculating corporate alternative minimum taxable income. Bond Counsel is also of the opinion that interest on the Refunding Bonds is exempt from State of California personal income taxes. Bond Counsel further observes that interest on the Series 2014B Refunding Bonds is not excluded from gross income for federal income tax purposes. Bond Counsel expresses no opinion regarding any other federal or state tax consequences relating to the ownership or disposition of, or the accrual or receipt of interest on, the Refunding Bonds. See “TAX MATTERS.” $25,795,000 $1,655,000 SUCCESSOR AGENCY TO THE RICHMOND SUCCESSOR AGENCY TO THE RICHMOND COMMUNITY REDEVELOPMENT AGENCY COMMUNITY REDEVELOPMENT AGENCY REFUNDING BONDS REFUNDING BONDS SERIES 2014A (TAX-EXEMPT) SERIES 2014B (TAXABLE) Dated: Date of Delivery Due: September 1, as shown on inside cover page The Successor Agency to the Richmond Community Redevelopment Agency (the “Successor Agency”), acting as the successor agency of the Richmond Community Redevelopment Agency (the “Former Agency”) is issuing $25,795,000 aggregate principal amount of Successor Agency to the Richmond Community Redevelopment Agency Refunding Bonds, Series 2014A (Tax-Exempt) (the “Series 2014A Refunding Bonds”) and $1,655,000 aggregate principal amount of Successor Agency to the Richmond Community Redevelopment Agency Refunding Bonds, Series 2014B (Taxable) (the “Series 2014B Refunding Bonds” and together with the Series 2014A Refunding Bonds, the “Refunding Bonds”). The proceeds of the Refunding Bonds, together with other available funds, will be used to: (i) refund $9,180,000 outstanding principal amount of Richmond Redevelopment Agency Harbour Redevelopment Project Tax Allocation Refunding Bonds, 1998 Series A (the “1998A Bonds”); and prepay and discharge the loan agreements securing all of the $10,470,000 outstanding principal amount of Richmond Joint Powers Financing Authority Tax Allocation Revenue Bonds Series 2000A (the “2000A Bonds”); all of the outstanding $2,440,000 principal amount of Richmond Joint Powers Financing Authority Housing-Set Aside Tax Allocation Revenue Bonds, Series 2000B (Taxable) (the “2000B Bonds”); and prepay the loan agreement securing all of the outstanding $13,290,000 principal amount of Richmond Joint Powers Financing Authority Tax Allocation Revenue Bonds Series 2003A (Tax-Exempt) (the “2003A Bonds,” and together with the 1998A Bonds, the 2000A Bonds and the 2000B Bonds, the “Prior Bonds;” (ii) purchase a municipal bond insurance policy for the Refunding Bonds; (iii) fund a deposit in the debt service reserve accounts established for the Refunding Bonds in an amount equal to 50% of the Reserve Account Requirement for each Series of Refunding Bonds and purchase a municipal bond debt service reserve policy for the remaining 50% of each Reserve Account Requirement; and (iv) pay certain costs associated with the issuance of the Refunding Bonds. See “PLAN OF REFUNDING.” The Refunding Bonds will be issued pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Government Code”), the provisions of the Community Redevelopment Law, being Division 24 (commencing with Section 33000) of the California Health and Safety Code (the “Redevelopment Law”), a Trust Agreement dated as of April 1, 2014 (the “Trust Agreement”), by and between the Successor Agency and Union Bank, N.A., as trustee (the “Trustee”) and Resolution No. 44-13 adopted by the Successor Agency on May 21, 2013. The Refunding Bonds will each 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 Refunding Bonds, as more fully described in Appendix G. The Refunding Bonds will be dated the date of delivery and issued in registered form in denominations of $5,000 or any integral multiple of $5,000 and will mature on September 1 of each year in the amounts as set forth on the inside cover page. Interest on the Refunding Bonds will be payable on each March 1 and September 1, commencing September 1, 2014. The Series 2014A Refunding Bonds are subject to optional redemption. The Series 2014B Refunding Bonds are not subject to optional redemption prior to their respective stated maturities. See “THE REFUNDING BONDS–Redemption Provisions.” The Refunding Bonds are limited obligations of the Successor Agency payable solely from and secured by a pledge of Successor Agency Refunding Revenues (as defined herein) and certain other funds as provided in the Trust Agreement. The obligation of the Successor Agency to make certain debt service payments on the Refunding Bonds are secured by a pledge of certain property tax revenues derived from taxable property within the Successor Agency’s merged redevelopment project areas (the “Merged Project Areas”). See “SECURITY AND SOURCES OF PAYMENT FOR THE REFUNDING BONDS–Pledge of Successor Agency Refunding Revenues.” The scheduled payment of principal of and interest on the Refunding Bonds when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Refunding Bonds by BUILD AMERICA MUTUAL ASSURANCE COMPANY. See “BOND INSURANCE.” THE REFUNDING BONDS ARE NOT A DEBT OF THE CITY, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS, OTHER THAN THE SUCCESSOR AGENCY, AND NONE OF THE CITY, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE THEREFOR. IN NO EVENT SHALL PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE OF, OR INTEREST ON THE REFUNDING BONDS CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF ANY PUBLIC AGENCY (OTHER THAN THE LIMITED OBLIGATION OF THE SUCCESSOR AGENCY AS SET FORTH IN THE TRUST AGREEMENT). THE REFUNDING BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION, AND NEITHER THE MEMBERS OF THE SUCCESSOR AGENCY NOR ANY PERSONS EXECUTING THE REFUNDING BONDS ARE LIABLE PERSONALLY ON THE REFUNDING BONDS BY REASON OF THEIR ISSUANCE. SEE “SECURITY AND SOURCES OF PAYMENT FOR THE REFUNDING BONDS–PLEDGE OF SUCCESSOR AGENCY REFUNDING REVENUES.” This cover page contains certain information for general reference only. It is not a summary of the Refunding Bonds. Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Investment in the Refunding Bonds involves risks. See “CERTAIN RISKS TO BONDOWNERS” for a discussion of certain special risks factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the Refunding Bonds. MATURITY SCHEDULE (See inside cover page) The Refunding Bonds are offered when, as and if issued, subject to the approval as to their legality of Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Bond Counsel, and certain other conditions. Certain other legal matters will be passed on by the City Attorney of the City of Richmond, as counsel to the Successor Agency and the City, by Schiff Hardin LLP, San Francisco, California, Disclosure Counsel and by Stradling Yocca Carlson & Rauth, A Professional Corporation, Newport Beach, California, Underwriter’s Counsel. It is anticipated that the Refunding Bonds in book-entry only form will be available for delivery through the facilities of DTC in New York, New York on or about April 11, 2014. The date of this Official Statement is March 27, 2014 MATURITY SCHEDULE $25,795,000 SUCCESSOR AGENCY TO THE RICHMOND COMMUNITY REDEVELOPMENT AGENCY REFUNDING BONDS, SERIES 2014A (TAX-EXEMPT) Maturity Principal CUSIP No. † (September 1) Amount Interest Rate Yield (86460E) 2015 $2,740,000 4.000% 0.630% AT8 2016 2,840,000 4.000 0.930 AU5 2017 2,960,000 4.000 1.360 AV3 2018 3,080,000 4.000 1.770 AW1 2019 1,775,000 5.000 2.190 AX9 2020 1,870,000 5.000 2.620 AY7 2021 1,960,000 5.000 3.000 AZ4 2022 2,000,000 5.000 3.270 BA8 2023 2,095,000 5.000 3.470 BB6 2024 2,185,000 5.000 3.650 BC4 2025 1,000,000 4.500 3.850 C BD2 2025 1,290,000 5.000 3.850 C BJ9 $1,655,000 SUCCESSOR AGENCY TO THE RICHMOND COMMUNITY REDEVELOPMENT AGENCY REFUNDING BONDS, SERIES 2014B (TAXABLE) Maturity Principal CUSIP No. † (September 1) Amount Interest Rate Price (86460E) 2015 $405,000 1.400% 100% BE0 2016 410,000 1.650 100 BF7 2017 415,000 2.250 100 BG5 2018 425,000 2.900 100 BH3 ______________ † Copyright 2014, American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, operated by the CUSIP Service Bureau, is managed on behalf of the American Bankers Association by Standard & Poor’s. Standard & Poor’s is a unit of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services.