NEW ISSUE-BOOK-ENTRY ONLY RATINGS: Moody’s: Aaa (Baa2 underlying) S&P: AAA (BBB+ underlying) (See “Ratings” herein) In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, Bond Counsel, subject, however to certain qualifications, under existing law, the interest on the Series 2006C-TE 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, interest on the Series 2006C-TE Bonds and the Series 2006C-T Bonds is exempt from California personal income taxes. Interest on the Series 2006C-T Bonds is subject to all applicable federal income taxation. See “TAX MATTERS” herein. $4,945,000 $12,325,000 REDEVELOPMENT AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF OAKLAND CITY OF OAKLAND BROADWAY/MACARTHUR/ SAN PABLO BROADWAY/MACARTHUR/ SAN PABLO REDEVELOPMENT PROJECT REDEVELOPMENT PROJECT TAX ALLOCATION BONDS TAX ALLOCATION BONDS SERIES 2006C-TE SERIES 2006C-T (FEDERALLY TAXABLE) Dated: Date of Delivery Due: September 1, as shown on inside cover page This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. The $4,945,000 Redevelopment Agency of the City of Oakland Broadway/MacArthur/San Pablo Redevelopment Project Tax Allocation Bonds, Series 2006C- TE (the “Series 2006C-TE Bonds”) and the $12,325,000 Redevelopment Agency of the City of Oakland Broadway/MacArthur/San Pablo Redevelopment Project Tax Allocation Bonds, Series 2006C-T (Federally Taxable) (the “Series 2006C-T Bonds” and, collectively, with the Series 2006C-TE Bonds, the “Series 2006C Bonds”) are being issued by the Redevelopment Agency of the City of Oakland (the “Agency”) to: (i) finance certain redevelopment activities within or to the benefit of the Agency’s Broadway/MacArthur/San Pablo Redevelopment Project Area (the “Project Area”) and (ii) pay the costs associated with the issuance of the Series 2006C Bonds. See “PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF FUNDS.” The Series 2006C Bonds are issued pursuant to an Indenture of Trust, dated as of October 1, 2006 (the “Indenture”), between the Agency and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Series 2006C Bonds will be issued in book-entry form in denominations of $5,000 or any integral multiple thereof. The Series 2006C Bonds 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 Series 2006C Bonds. Principal of, interest on and redemption premiums, if any, on the Series 2006C Bonds will be payable by the Trustee directly to DTC, as the registered owner of the Series 2006C Bonds, which in turn is obligated to remit such principal, interest and redemption premiums, if any, to DTC Participants for subsequent disbursement to the Beneficial Owners of the Series 2006C Bonds. For so long as DTC or its nominee, Cede & Co., is the registered owner of the Series 2006C Bonds, all notices, including any notice of redemption, will be mailed only to Cede & Co. See APPENDIX G – “DTC AND THE BOOK-ENTRY ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES.” Interest on the Series 2006C Bonds will be payable on March 1 and September 1 of each year, commencing March 1, 2007, at the respective rates set forth on the inside cover page. Principal of the Series 2006C Bonds is payable on the dates and in the respective principal amounts set forth on the inside cover page. The Series 2006C Bonds are subject to optional and mandatory sinking account redemption as described herein. See “THE SERIES 2006C BONDS –Redemption.” For a discussion of some of the risks associated with the purchase of the Series 2006C Bonds, see “CERTAIN RISKS TO BONDHOLDERS.” The Series 2006C Bonds are payable from and secured by Tax Revenues (as defined herein), consisting primarily of tax increment derived from property in the Project Area and allocated to the Agency pursuant to the Redevelopment Law. No funds or properties of the Agency, other than the Tax Revenues and certain other amounts held under the Indenture, are pledged to secure the Series 2006C Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2006C BONDS.” The scheduled payment of principal and interest on the Series 2006C Bonds when due will be insured by a financial guaranty insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of the Series 2006C Bonds. THE SERIES 2006C BONDS ARE NOT A DEBT OF THE CITY OF OAKLAND (THE “CITY”), THE STATE OF CALIFORNIA (THE “STATE”) OR ANY OF THEIR POLITICAL SUBDIVISIONS OTHER THAN THE AGENCY TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE, AND NONE OF THE CITY, THE STATE OR ANY OF THEIR POLITICAL SUBDIVISIONS OTHER THAN THE AGENCY IS LIABLE THEREFOR. THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND INTEREST ON, THE SERIES 2006C BONDS ARE PAYABLE SOLELY FROM TAX REVENUES ALLOCATED TO THE AGENCY FROM THE PROJECT AREA AND CERTAIN OTHER FUNDS PLEDGED THEREFOR UNDER THE INDENTURE. THE SERIES 2006C BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. NONE OF THE MEMBERS OF THE AGENCY, THE CITY COUNCIL, OR ANY PERSONS EXECUTING THE SERIES 2006C BONDS, ARE LIABLE PERSONALLY ON THE SERIES 2006C BONDS BY REASON OF THEIR ISSUANCE. THE AGENCY HAS NO TAXING POWER. Simultaneously with the issuance of the Series 2006C Bonds, the Agency will issue its Central City East Redevelopment Project Tax Allocation Bonds, Series 2006A- TE and Series 2006A-T (collectively, the “Series 2006A Bonds”) and its Coliseum Area Redevelopment Project Tax Allocation Bonds, Series 2006B-TE and Series 2006B-T (collectively, the “Series 2006B Bonds”). The Series 2006A Bonds and the Series 2006B Bonds are payable from and secured by tax revenues, consisting primarily of tax increment derived from property in the Central City East Redevelopment Project Area with respect to the Series 2006A Bonds and property in the Coliseum Area Redevelopment Project Area with respect to the Series 2006B Bonds and allocated to the Agency pursuant to the Redevelopment Law. TAX INCREMENT REVENUES GENERATED FROM THE CENTRAL CITY EAST REDEVELOPMENT PROJECT AREA AND THE COLISEUM AREA REDEVELOPMENT PROJECT AREA ARE NOT AVAILABLE TO PAY DEBT SERVICE ON THE SERIES 2006C BONDS. The Series 2006C Bonds are offered when, as and if issued, subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will be passed upon for the Agency by the City Attorney of the City of Oakland in his capacity as Agency Counsel, for the Authority by the City Attorney of the City of Oakland in his capacity as Authority Counsel, and for the Underwriters by Nixon Peabody LLP, San Francisco, California. Kelling, Northcross & Nobriga, a division of Zions First National Bank, Oakland, California, is serving as financial advisor to the Agency. It is anticipated that the Series 2006C-TE Bonds in book-entry form will be available for delivery through the facilities of DTC in New York, New York and the Series 2006C-T Bonds in book-entry form will be available for delivery through the facilities of DTC in New York, New York or through the Euroclear System and Clearstream, in Luxembourg, Europe on or about October 12, 2006. MORGAN STANLEY STONE & YOUNGBERG LLC This Official Statement is dated September 28, 2006. MATURITY SCHEDULE $4,945,000 REDEVELOPMENT AGENCY OF THE CITY OF OAKLAND BROADWAY/MACARTHUR/SAN PABLO REDEVELOPMENT PROJECT TAX ALLOCATION BONDS SERIES 2006C-TE $4,945,000 5.00% Term Bonds due September 1, 2036, Yield 4.45% C, CUSIP† No. 672321JK3 $12,325,000 REDEVELOPMENT AGENCY OF THE CITY OF OAKLAND BROADWAY/MACARTHUR/SAN PABLO REDEVELOPMENT PROJECT TAX ALLOCATION BONDS SERIES 2006C-T (FEDERALLY TAXABLE) $3,160,000 5.283% Term Bonds due September 1, 2016, @ 100% CUSIP† No. 672321JL1, ISIN†† No. US672321JL12 $9,165,000 5.587% Term Bonds due September 1, 2032, @ 100% CUSIP† No. 672321JM9, ISIN†† No. US672321JM94 ____________________ C Priced to 9/1/2016 call date at 100%. † Copyright 2006, American Bankers Association. CUSIP data herein is provided by Standard & Poor’s, CUSIP Service Bureau, a division 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 Service. CUSIP numbers are provided for convenience of reference only. The Agency and the Underwriters do not assume responsibility for the accuracy of such numbers. †† ISIN numbers are provided for convenience of reference only. The Agency and the Underwriters do not assume responsibility for the accuracy of such numbers. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations in connection with the offer or sale of the Series 2006C Bonds by the Agency or the Underwriters, other than those 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 the Agency or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2006C Bonds by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.