NEW ISSUE—BOOK ENTRY ONLY RATING: S&P: “A” See “RATING” In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel 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 2010 Series A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 2010 Series A 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 when calculating federal corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the 2010 Series A Bonds. See “TAX MATTERS.” $33,740,000 RICHMOND COMMUNITY REDEVELOPMENT AGENCY (Richmond, California) Subordinate Tax Allocation Refunding Bonds (Merged Project Areas) 2010 Series A Dated: Date of Delivery Due: September 1, as shown on the inside front cover This cover page contains information for quick reference only. It is not intended to be a summary of all factors relevant to an investment in the 2010 Series A Bonds. Investors should read the entire Official Statement before making any investment decision. Capitalized terms used in this cover page shall have the meanings given such terms herein. The Subordinate Tax Allocation Refunding Bonds, 2010 Series A (the “2010 Series A Bonds”) are being issued by the Richmond Community Redevelopment Agency (the “Agency”) in accordance with an Indenture, dated as of July 1, 2007 (the “Master Indenture”), as supplemented by a First Supplemental Indenture of Trust dated as of July 1, 2007, a Second Supplemental Indenture of Trust dated as of May 1, 2008, and as further supplemented by a Third Supplemental Indenture of Trust dated as of April 1, 2010 (the “Third Supplemental Indenture” and together with the Master Indenture, as supplemented, the “Indenture”), each by and between the Agency and Union Bank (formerly known as Union Bank of California, N.A.), as trustee (the “Trustee”). The proceeds of the 2010 Series A Bonds, together with other available funds, will be used to (i) refund all of the Agency’s Outstanding Subordinate Tax Allocation Bonds (Merged Project Areas) 2007 Series A; (ii) fund a deposit into the reserve account; and (iii) pay certain costs related to the issuance of the 2010 Series A Bonds. See “ESTIMATED SOURCES AND USES OF FUNDS.” The 2010 Series A 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 2010 Series A Bonds, as more fully described in APPENDIX E. The 2010 Series A Bonds will be dated the date of delivery and issued in registered form in denominations of $5,000 and integral multiples thereof and will mature on the dates and in the amounts as set forth on the inside cover. Interest on the 2010 Series A Bonds will be payable on each March 1 and September 1, commencing September 1, 2010. The Agency entered into an interest rate swap with respect to the 2007 Series A Bonds pursuant to a Master Agreement, as supplemented by the Schedule thereto, and evidenced by the Confirmation, each dated June 26, 2007, and each between the Agency and Royal Bank of Canada (the “Swap Provider”) (collectively, the “2007 Swap Agreement”). In connection with the issuance of the 2010 Series A Bonds, the Agency will enter into a fixed receiver swap agreement with the Swap Provider pursuant to a Master Agreement, as supplemented by the schedule thereto and evidenced by a Confirmation, (collectively, the “2010 Swap Agreement”). See “PLAN OF FINANCE.” The 2010 Series A Bonds are subject to redemption prior to their respective maturities under certain conditions, as described herein. See “THE 2010A BONDS–Redemption Provisions.” The 2010 Series A Bonds are limited obligations of the Agency and are payable from, and will be secured by, a pledge of certain tax revenues and certain other funds as provided in the Indenture. The Agency’s obligation to make certain debt service payments on the 2010 Series A Bonds and Parity Obligations under the Indenture (the “Debt Service Payments”) are secured by a pledge of certain tax increment revenues derived from taxable property within the Agency’s merged redevelopment project areas, identified in the Indenture as the “Merged Project Areas.” See “SECURITY FOR THE 2010 SERIES A BONDS–Pledge of Subordinate Tax Revenues.” Certain tax increment revenues derived from the Harbour Project Area, located within the Merged Project Areas, are subject to a lien prior and senior to the lien of the Indenture. Additionally, the Debt Service Payments are payable from certain tax increment revenues derived from the Merged Project Areas on a basis subordinate to the lien of loan and guaranty agreements entered into in connection with the Bonds issued on behalf of the Agency by the Richmond Joint Powers Financing Authority in 2000 and 2003 (collectively, the “Senior Merged Area Obligations”). See “SECURITY FOR THE 2010 SERIES A BONDS–Pledge of Subordinate Tax Revenues” and “–Outstanding Senior Obligations.” THE OBLIGATION OF THE AGENCY TO PAY DEBT SERVICE ON THE 2010 SERIES A BONDS IS LIMITED AS SET FORTH HEREIN. THE 2010 SERIES A BONDS ARE LIMITED OBLIGATIONS OF THE AGENCY AND AS SUCH ARE NOT A DEBT OF THE CITY OF RICHMOND, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS; AND NEITHER THE CITY OF RICHMOND, THE STATE OF CALIFORNIA, NOR ANY OF ITS POLITICAL SUBDIVISIONS ARE LIABLE THEREON. THE 2010 SERIES A BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. The 2010 Series A Bonds are being issued for sale to the Richmond Joint Powers Financing Authority (the “Authority”) and will be simultaneously resold by the Authority to the Underwriter. The 2010 Series A Bonds are offered, when, as and if issued and accepted by the Underwriter, subject to the approval as to legality by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Agency, and to certain other conditions. Certain matters in connection with this offering are subject to the approval of the legality thereof by the City Attorney of the City of Richmond, as counsel for the Agency, the City and the Authority, by Goldfarb & Lipman LLP, as counsel to the Agency, by Lofton & Jennings, as Disclosure Counsel and by Jones Hall, A Professional Law Corporation, San Francisco, California, Underwriter’s Counsel. It is expected that the 2010 Series A 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 22, 2010. Date of the Official Statement: March 31, 2010. MATURITY SCHEDULE $33,740,000 RICHMOND COMMUNITY REDEVELOPMENT AGENCY (Richmond, California) Subordinate Tax Allocation Refunding Bonds (Merged Project Areas) 2010 Series A Maturity Initial Reoffering(1) (September 1) Principal Amount Interest Rate Price or Yield CUSIP No.(2) 2010 $1,175,000 3.000% 1.250% 764424 BG1 2011 890,000 3.000 2.150 764424 BH9 2012 930,000 3.000 2.650 764424 BJ5 2013 980,000 3.000 100.000 764424 BK2 2014 1,030,000 3.250 3.500 764424 BL0 2015 1,095,000 3.500 3.870 764424 BM8 2016 1,165,000 4.250 4.450 764424 BN6 2017 1,240,000 4.500 4.800 764424 BP1 2018 1,325,000 5.000 5.140 764424 BQ9 2019 1,015,000 5.200 5.340 764424 BR7 2020 1,270,000 5.375 5.530 764424 BS5 2021 820,000 5.500 5.680 764424 BT3 2022 880,000 5.625 5.760 764424 BU0 2023 2,765,000 5.750 5.840 764424 BV8 2024 1,210,000 5.750 5.920 764424 BW6 2025 1,305,000 5.750 6.000 764424 BZ9 $9,610,000 6.000% Term Bond Due September 1, 2030–Yield: 6.250%–Price: 97.133%–CUSIP No.†: 764424 BX4 $5,035,000 6.125% Term Bond Due September 1, 2036–Yield: 6.400%–Price: 96.509%–CUSIP No.†: 764424 BY2 _______________ (1) Initial reoffering prices and yields were provided by the Underwriter. (2) Copyright 2010, American Bankers Association. CUSIP data herein are provided by Standard and Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of bondholders and neither the Agency nor the Underwriter makes any representation with respect to such numbers or undertake any responsibility for its accuracy. The CUSIP numbers are subject to being changed after the issuance of the 2010 Series A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the 2010 Series A Bonds. RICHMOND COMMUNITY REDEVELOPMENT AGENCY AND CITY OF RICHMOND _______________________________ GOVERNING BOARD/CITY COUNCIL Gayle McLaughlin, Chair and Mayor Jeff Ritterman, Vice Chair and Vice Mayor Nathaniel Bates, Board Member and Councilmember Tom Butt, Board Member and Councilmember Ludmyrna Lopez, Board Member and Councilmember Jim Rogers, Board Member and Councilmember Maria Viramontes, Board Member and Councilmember CITY ADMINISTRATION William A. Lindsay, Agency Chief Executive Officer and City Manager James C.