NEW ISSUE – BOOK ENTRY ONLY RATING: S&P: “A-” See “CONCLUDING INFORMATION - Ratings” herein In the opinion of Aleshire & Wynder, LLP, Irvine, California, Bond Counsel to the 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 Bonds is exempt from State of California personal income taxes, and interest on the Series 2010A 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 2010A Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, nor is it included in adjusted current earnings in calculating corporate alternative minimum taxable income. INTEREST ON THE SERIES 2010A-T BONDS IS NOT INTENDED TO BE EXCLUDED PURSUANT TO SECTION 103(A) OF THE INTERNAL REVENUE CODE OF 1986 FROM THE GROSS INCOME OF THE OWNERS THEREOF FOR FEDERAL INCOME TAX PURPOSES. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “CONCLUDING INFORMATION – Tax Matters” herein. $40,560,000 CARSON REDEVELOPMENT AGENCY TAX ALLOCATION HOUSING BONDS $14,940,000 $25,620,000 Taxable Tax Allocation Housing Bonds 2010 Tax Allocation Housing Bonds Series A-T 2010 Series A Dated: Date of Delivery Due: As shown on the inside front cover The Carson Redevelopment Agency (the “Agency”) will issue its Taxable Tax Allocation Housing Bonds, 2010 Series A-T (the “Series 2010A-T Bonds”) and its Tax Allocation Housing Bonds, 2010 Series A (the “Series 2010A Bonds,” and, together with the Series 2010A-T Bonds, collectively, the “Bonds”), pursuant to separate Indentures of Trust, each dated as of October 1, 2010 (the “Series 2010A-T Indenture” and the “Series 2010A Indenture,” and collectively, the “Indentures”), and by and between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee for the Bonds (the “Trustee”). The Bonds are special limited obligations of the Agency and are payable solely from and secured by a pledge of Housing Tax Revenues (as defined herein) receivable by the Agency with respect to the Redevelopment Project No. 1, Merged and Amended Project and Redevelopment Project No. 4 project areas (collectively, the “Project Areas”), and by a pledge of amounts in certain funds and accounts established under the Indentures, as further discussed herein. The Series 2010A-T Bonds and Series 2010A Bonds are payable from Housing Tax Revenues on a parity basis. See “SECURITY FOR THE BONDS” herein. Proceeds of the Bonds will be used to (i) increase, improve, and preserve the supply of low and moderate income housing in the City of Carson (the “City”), (ii) fund a reserve account for the Bonds, (iii) fund capitalized interest on the Series 2010A Bonds through October 1, 2013 and (iv) pay the costs incurred in connection with the issuance, sale, and delivery of the Bonds. See “PLAN OF FINANCING” herein. The Bonds will be sold to the Carson Public Financing Authority (the ‘‘Authority’’) for resale to the Underwriters. The Bonds will be issued in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”) which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in book- entry form only, in multiples of $5,000. Principal of and interest on the Bonds will be paid directly to DTC by the Trustee. See “APPENDIX G - BOOK- ENTRY ONLY SYSTEM” herein Principal of the Bonds is payable on the dates set forth on the inside cover page hereof. Interest on the Bonds is payable on April 1 and October 1 of each year, commencing April 1, 2011 (each, an “Interest Payment Date”). The Bonds are subject to optional and mandatory redemption as described herein. See “THE BONDS – Redemption” herein Subject to certain conditions, additional obligations secured by a pledge and lien on the Housing Tax Revenues on a parity basis with the Series 2010A-T Bonds and the Series 2010A Bonds may be incurred in the future by the Agency. THE BONDS ARE NOT A DEBT OF THE CITY OF CARSON (THE “CITY”), THE STATE OF CALIFORNIA (THE “STATE”), OR ANY OF ITS POLITICAL SUBDIVISIONS, AND NEITHER THE CITY, THE STATE, NOR ANY OF THEIR POLITICAL SUBDIVISIONS IS LIABLE THEREFOR, NOR IN ANY EVENT SHALL THE BONDS BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THOSE OF THE AGENCY AS SET FORTH IN THE INDENTURES. NEITHER THE MEMBERS OF THE AGENCY NOR ANY PERSONS EXECUTING THE BONDS ARE LIABLE PERSONALLY FOR THE BONDS. THE AGENCY HAS NO TAXING POWER. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. This cover page contains information for quick reference only. It is not a summary of this issue. Potential purchasers must read the entire Official Statement to obtain information essential to making an informed investment decision. The Bonds are offered when, as and if issued, subject to the approval as to their legality by Aleshire & Wynder, LLP, Irvine, California, Bond Counsel. Certain legal matters will be passed on for the Agency by Fulbright & Jaworski L.L.P., Los Angeles, California, as Disclosure Counsel, and for the Agency by Aleshire & Wynder, LLP, Irvine, California, as Agency Counsel. Certain legal matters will be passed upon for the Underwriters by Stradling Yocca Carlson & Rauth, A Profession Corporation, Newport Beach, California, as counsel to the Underwriters. It is anticipated that the Bonds will be available for delivery in book-entry form through the facilities of DTC on or about October 26, 2010. Citi Dated: October 13, 2010 MATURITY SCHEDULE FOR THE SERIES 2010A-T BONDS $2,660,000 Serial Bonds (Base CUSIP*: 145750) Maturity Date Principal Interest (October 1) Amount Rate Yield Price CUSIP No.* 2011 $1,160,000 1.725% 1.725% 100.000 QB4 2012 950,000 2.475 2.475 100.000 QC2 2021 550,000 5.500 5.883 96.939 QF5 $5,460,000 4.511% Term Bonds due October 1, 2016 – Price: 100% to Yield: 4.511% CUSIP*: 145750 QD0 $6,820,000 5.500% Term Bonds due October 1, 2020 – Price: 98.621% to Yield: 5.683% CUSIP*: 145750 QE8 MATURITY SCHEDULE FOR THE SERIES 2010A BONDS $9,510,000 Serial Bonds (Base CUSIP* : 145750) Maturity Date Principal Interest (October 1) Amount Rate Yield Price CUSIP No.* 2021 $1,395,000 4.250% 4.500% 97.857 PU3 2022 2,035,000 5.000 4.640 102.835 C PV1 2023 2,135,000 5.000 4.740 102.037 C PW9 2024 2,245,000 5.000 4.820 101.403 C PX7 2025 1,700,000 5.000 4.900 100.775 C PY5 ___________________________________ C Priced to optional redemption date of October 1, 2020 at par. $6,700,000 5.000% Term Bonds due October 1, 2030 – Price: 98.754% to Yield: 5.100% CUSIP*: 145750 PZ2 $9,410,000 5.250% Term Bonds due October 1, 2036 – Price: 98.602% to Yield: 5.350% CUSIP*: 145750 QA6 _______________________________ * CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither the Underwriters, the Agency nor the Financial Advisor is responsible for the selection or correctness of the CUSIP numbers set forth herein. CARSON REDEVELOPMENT AGENCY CARSON, CALIFORNIA AGENCY MEMBERS AND CITY COUNCIL Jim Dear, Chair and Mayor Elito M. Santarina, Vice-Chair and Mayor Pro Tem Mike A. Gipson, Agency Member and Council Member Lula Davis-Holmes, Agency Member and Council Member Julie Ruiz-Raber, Agency Member and Council Member AGENCY STAFF AND CITY STAFF Jerome G. Groomes, Executive Director and City Manager Helen S. Kawagoe, Agency Secretary and City Clerk Karen Avilla, Agency Treasurer and City Treasurer Jacquelyn Acosta, Administrative Services General Manager Clifford Graves, Economic Development General Manager * * * * * * * SPECIAL SERVICES Bond Counsel Disclosure Counsel Aleshire & Wynder, LLP Fulbright & Jaworski L.L.P. Irvine, California Los Angeles, California Trustee Financial Advisor to the Agency The Bank of New York Mellon Trust Company, N.A. C.M. de Crinis & Co., Inc. Los Angeles, California Sherman Oaks, California Fiscal Consultant Counsel to the Agency and Authority DHA Consulting Aleshire & Wynder, LLP Long Beach, California Irvine, California No dealer, broker, salesperson or other person has been authorized by the Carson Redevelopment Agency (the “Agency”) or the City of Carson (the “City”) to give any information or to make any representations other than those contained herein 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 or the solicitation of an offer to buy any Bonds by any person in any jurisdiction in which such offer of 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 for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Bonds.