NEW ISSUE—BOOK-ENTRY 2015-2615 RATINGS: Insured Bonds Rating: S&P: “AA” Underlying Rating: S&P: “A+” See “CONCLUDING INFORMATION – Ratings” In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described in this Official Statement, 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 on the Bonds is exempt from California personal income taxes. See "TAX MATTERS." $33,720,000 SUCCESSOR AGENCY TO THE TRACY COMMUNITY DEVELOPMENT AGENCY 2016 TAX ALLOCATION REFUNDING BONDS Dated: Delivery Date Due: August 1, as shown on the inside front cover Purpose of the Bonds. The above captioned bonds (the "Bonds") are being issued by the Successor Agency to the Tracy Community Development Agency (the "Successor Agency"), as successor agency to the former Community Development Agency of the City of Tracy (the "Former Agency") to refund two outstanding series of bonds issued by the Former Agency (the “2003 Bonds”) payable from tax increment revenue generated in the Former Agency’s Community Development Project Area (the "Project Area"), purchase a financial guaranty insurance policy and pay costs of issuance. Book-Entry. The Bonds will be delivered as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"), and will be available to ultimate purchasers ("Beneficial Owners") in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. Beneficial Owners will not be entitled to receive delivery of bonds representing their ownership interest in the Bonds. Payments. Annual principal of, premium if any, and semiannual interest on the Bonds due February 1 and August 1 of each year, commencing August 1, 2016 will be payable by The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"), to DTC for subsequent disbursement to DTC participants, so long as DTC or its nominee remains the registered owner of the Bonds. See "THE BONDS." Redemption. The Bonds are subject to optional redemption prior to maturity. See "THE BONDS – Redemption." Security for the Bonds. The Bonds are payable from and secured by a first lien and pledge of Tax Revenues (as described herein) allocable to the Successor Agency under the Dissolution Act (described herein) to be derived from parcels in the Project Area, and from moneys in certain funds and accounts established under the Indenture of Trust, dated as of February 1, 2016 (the "Indenture"), by and between the Successor Agency and the Trustee, as further described in this Official Statement. See "SECURITY FOR THE BONDS." The Successor Agency will initially fund a reserve account for the Bonds with a debt service reserve fund surety policy. See "SECURITY FOR THE BONDS – Debt Service Reserve Account." Limited Obligations. The Bonds are special obligations of the Successor Agency and are secured by an irrevocable pledge of, and are payable as to principal, interest and premium, if any, from Tax Revenues and other funds described in this Official Statement. The Bonds, interest and premium, if any, thereon are not a debt of the City of Tracy (the "City"), the County of San Joaquin (the "County"), the State of California (the "State") or any of their political subdivisions except the Successor Agency, and none of the City, the County, the State nor any of their political subdivisions except the Successor Agency is liable thereon. The Bonds, interest thereon and premium, if any, are not payable out of any funds or properties other than those set forth in the Indenture. Neither the members of the Successor Agency, the Oversight Board of the Successor Agency, the County Board of Supervisors nor any persons executing the Bonds are liable personally on the Bonds. Bond Insurance. The scheduled payment of principal of and interest on a portion of the Bonds maturing on August 1, 2022 through August 1, 2033 (the "Insured Bonds") when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Insured Bonds by Assured Guaranty Municipal Corp. This cover page of the Official Statement contains information for quick reference only. It is not a complete summary of the Bonds. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. Attention is hereby directed to certain risk factors more fully described in this Official Statement. See "RISK FACTORS." The Bonds are offered, when, as and if issued, subject to the approval of Jones Hall, A Professional Law Corporation, San Francisco, Bond Counsel to the Successor Agency. Jones Hall, A Professional Law Corporation, is also serving as Disclosure Counsel to the Successor Agency. In addition, certain legal matters will be passed upon for the Successor Agency by the City Attorney of the City, as Successor Agency general counsel. Certain legal matters will be passed on for the Underwriter by Norton Rose Fulbright US LLP, Underwriter’s Counsel. It is anticipated that the Bonds will be available for delivery through the book-entry facilities of DTC in New York, New York, on or about February 9, 2016. The date of this Official Statement is January 21, 2016. MATURITY SCHEDULE CUSIP† Maturity Date Principal Interest (Base (August 1) Amount Rate Yield Price 892372) Uninsured Bonds: 2016 $ 380,000 2.000% 0.500% 100.714% AA1 2017 1,350,000 3.000 0.690 103.390 AB9 2018 1,385,000 4.000 0.920 107.527 AC7 2019 1,445,000 5.000 1.080 113.344 AD5 2020 1,510,000 5.000 1.240 116.328 AE3 2021 1,580,000 5.000 1.350 119.209 AF0 Insured Bonds: 2022 $1,660,000 5.000% 1.430% 122.011% AG8 2023 1,740,000 5.000 1.640 123.554 AH6 2024 1,820,000 5.000 1.830 124.788 AJ2 2025 1,910,000 5.000 2.020 125.587 AK9 2026 2,000,000 5.000 2.120 124.610 c AL7 2027 2,100,000 5.000 2.260 123.258 c AM5 2028 2,200,000 5.000 2.370 122.207 c AN3 2029 2,305,000 5.000 2.450 121.450 c AP8 2030 2,415,000 5.000 2.530 120.698 c AQ6 2031 2,535,000 5.000 2.610 119.952 c AR4 2032 2,655,000 3.000 3.120 98.462 AS2 2033 2,730,000 3.000 3.150 97.995 AT0 c: Priced to first optional redemption date of August 1, 2025. † Copyright 2016, CUSIP Global Services, and a registered trademark of the American Bankers Association. CUSIP data is provided by CUSIP Global Services, which is managed on behalf of American Bankers Association by S&P Capital IQ. Neither the Successor Agency nor the Underwriter assumes any responsibility for the accuracy of the CUSIP data. SUCCESSOR AGENCY TO THE TRACY COMMUNITY DEVELOPMENT AGENCY CITY COUNCIL/SUCCESSOR AGENCY BOARD Michael Maciel, Mayor Mary Mitracos, Council Member Robert Rickman, Council Member Nancy Young, Council Member Veronica Vargas, Council Member CITY/SUCCESSOR AGENCY STAFF Troy Brown, City Manager V. Rachelle McQuiston, Administrative Services Director Nora Pimentel, City Clerk Daniel Sodergren, City Attorney SPECIAL SERVICES Financial Advisor Steven Gortler San Francisco, California Bond & Disclosure Counsel Jones Hall, A Professional Law Corporation San Francisco, California Trustee The Bank of New York Mellon Trust Company, N.A. San Francisco, California Redevelopment Consultant Fraser & Associates Roseville, California Verification Agent Causey Demgen & Moore Denver, Colorado 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 to give any information or to make any representations with respect to the Bonds 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 authorized. No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the Successor Agency or the Project Area since the date of this Official Statement. Use of this Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract with the purchasers of the Bonds. 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.