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PRELIMINARY OFFICIAL STATEMENT DATED JUNE , 2011NEW ISSUE - Book-Entry ONLY DRAFT OF MAY 31, 2011 RATING:

Moody’s: “A2”Standard & Poor's: “A+”

(See “MISCELLANEOUS — Ratings” herein)

In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject to compliance by the Agency with certaincovenants, under present law, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes and isnot included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but such interest is takeninto account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. In addition, in the opinionof Bond Counsel, interest on the Bonds is exempt from personal income taxation imposed by the State of California. See “LEGAL MATTERS-TaxMatters” herein.

$134,720,000*REDEVELOPMENT AGENCY OF THE CITY OF FREMONT

(FREMONT MERGED REDEVELOPMENT PROJECT)TAX ALLOCATION BONDS, 2011 SERIES A

Dated: Date of Delivery Due: September 1, as shown on the inside cover

The Redevelopment Agency of the City of Fremont (the “Agency”) will issue its “Redevelopment Agency of the City of Fremont (FremontMerged Redevelopment Project) Tax Allocation Bonds, 2011 Series A” (the “Bonds”) under an Indenture of Trust dated as of June 1, 2011 (the“Indenture”) by and between the Agency and Union Bank, N.A., as trustee. The Bonds are special obligations of the Agency payable from and securedby Tax Revenues (as defined herein). The proceeds of the Bonds will be used by the Agency to finance redevelopment activities, in particular theacquisition of land for, and the design and construction of, the Irvington BART station, fund a reserve fund for the Bonds and finance costs of issuanceof the Bonds, all as described herein. The Bonds will be sold by the Agency to the Fremont Public Financing Authority (the “Authority”) andimmediately resold by the Authority to the Underwriters named below.

Interest on the Bonds is payable semiannually on March 1 and September 1 of each year, commencing March 1, 2012. Principal is payableon September 1 as shown on the inside cover. The Bonds will be issued as fully registered Bonds and will initially be subject to a book-entry system(as described herein) of registration and transfer. Under the book-entry system, the Bonds, 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 of the Bonds. Thebeneficial ownership interests of individual purchasers of the Bonds will be recorded through the records of a DTC Participant (a securities broker,bank, trust company, clearing corporation or certain other types of organization) in amounts equal to $5,000 or an integral multiple thereof. Individualpurchasers will not receive securities certificates representing their beneficial ownership interests in the Bonds purchased. The Bonds are subjectto optional and mandatory redemption as described herein.

THE BONDS AND ANY PARITY DEBT (AS DEFINED HEREIN) OF THE AGENCY ARE PAYABLE SOLELY FROM THETAX REVENUES (AS DEFINED HEREIN) ALLOCATED AND PAID TO THE AGENCY. THE BONDS ARE NOT A DEBT OF THECITY OF FREMONT, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS, AND NEITHER THE CITY OFFREMONT, THE STATE OF CALIFORNIA, NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE THEREFOR. THE AGENCYHAS NO TAXING POWER.

The following firm, serving as financial advisor, has structured this issue.

MATURITY SCHEDULE ON THE INSIDE COVER

The Bonds are being purchased by Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated as Underwriters. The Bonds will beoffered when, as and if issued and accepted by the Underwriters, subject to approval as to legality by Quint & Thimmig LLP, San Francisco,California, Bond and Disclosure Counsel and to certain other conditions. Certain matters will be passed upon for the Agency by its Special Counsel,Goldfarb & Lipman LLP, Oakland, California. Fulbright & Jaworski L.L.P., Los Angeles, California, is serving as Underwriters’ Counsel. It isanticipated that the Bonds, in book-entry form, will be available for delivery through The Depository Trust Company Book-Entry System in New York,New York on or about June 30, 2011.

THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THISISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKINGOF AN INFORMED INVESTMENT DECISION.

Goldman, Sachs & Co. Morgan Stanley

Dated: June __, 2011____________________*Preliminary; subject to change

MATURITY SCHEDULE*(Base CUSIP No. ___________**)

Maturity Date(September 1)

PrincipalAmount

InterestRate Yield

CUSIP Suffix*

Maturity Date(September 1)

PrincipalAmount

InterestRate Yield

CUSIP Suffix*

2012 20252013 20262014 20272015 20282016 20292017 20302018 20312019 20322020 20332021 20342022 20352023 20362024

**CUSIP is a registered trademark of the American Bankers Association. CUSIP data on the cover hereof 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 adatabase and does not serve in any way as a substitute for the CUSIP Services. The Agency, the Financial Advisor and the Underwriters are notresponsible for the selection or correctness of the CUSIP numbers set forth herein.____________________*Preliminary; subject to change.

No dealer, broker, salesperson or other person has been authorized by the Redevelopment Agency of theCity of Fremont (the “Agency”) to give any information or to make any representations other than those containedherein and, if given or made, such other information or representation must not be relied upon as having beenauthorized by the Agency. This Official Statement does not constitute an offer to sell or the solicitation of any offerto buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such personto make such an offer, solicitation or sale.

This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statementscontained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or notexpressly so described herein, are intended solely as such and are not to be construed as a representation of facts.

The information set forth herein has been obtained from either the books and records of the Agency or fromsources which are believed to be reliable. The information and expression of opinions herein are subject to changewithout notice and neither delivery of this Official Statement nor any sale made hereunder shall, under anycircumstances, create any implication that there has been no change in the affairs of the Agency since the datehereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and maynot be reproduced or used, in whole or in part, for any other purpose.

THE PRICES AND OTHER TERMS OF THE OFFERING AND SALE OF THE BONDS MAY BECHANGED FROM TIME TO TIME BY THE UNDERWRITERS AFTER SUCH BONDS ARE RELEASEDFOR SALE AND SUCH BONDS MAY BE OFFERED AND SOLD AT PRICES OTHER THAN THE INITIALOFFERING PRICES, INCLUDING SALES TO DEALERS WHO MAY SELL SUCH BONDS INTOINVESTMENT ACCOUNTS. IN CONNECTION WITH THE OFFERING OF BONDS, THEUNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE ORMAINTAIN THE MARKET PRICES FOR SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHTPREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUEDAT ANY TIME.

THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGECOMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THEEXEMPTION CONTAINED IN SECTION 3(A)(2) OF SUCH ACT, AND HAVE NOT BEEN QUALIFIEDUNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON AN EXEMPTIONCONTAINED IN SUCH ACT.

REDEVELOPMENT AGENCY OF THE CITY OF FREMONTAND CITY COUNCIL MEMBERS

Robert Wasserman, Chairperson and MayorSuzanne Lee Chan, Vice Chairperson and Vice MayorAnu Natarajan, Agency Member and Council MemberBill Harrison, Agency Member and Council Member

Dominic D. Dutra, Agency Member and Council Member

REDEVELOPMENT AGENCY AND CITY STAFF

Fred Diaz, Executive Director and City ManagerMark Danaj, Assistant Executive Director and Assistant City Manager

Harriet Commons, Finance Director and TreasurerElisa Tierney, Housing and Redevelopment Agency Director

Harvey E. Levine, Agency Counsel and City Attorney

SPECIAL SERVICES

Financial Advisor

KNN Public FinanceA Division of Zions First National Bank

Oakland, California

Bond and Disclosure Counsel

Quint & Thimmig LLPSan Francisco, California

Trustee

Union Bank, N.A.San Francisco, California

Agency Special Counsel

Goldfarb & Lipman LLPOakland, California

Fiscal Consultant

Seifel Consulting Inc.San Francisco, California

Underwriters’ Counsel

Fulbright & Jaworski L.L.P.Los Angeles, California

TABLE OF CONTENTS

Page

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1The City and the Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Authority for Issuance of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Purpose of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Description of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Tax Allocation Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Housing Set-Aside Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3The Merged Project Area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Sources of Payment for the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Professionals Involved in the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Offering and Delivery of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Summaries of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Continuing Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Authority for Issuance of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Purpose of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Estimated Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Description of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Form and Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Debt Service Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

SECURITY FOR THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Allocation of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Tax Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Annual Review of Tax Revenues; Compliance with Plan Limits; Defeasance Escrow Account

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Reserve Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Pass -Through Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Issuance of Parity Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Issuance of Subordinate Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Proposed Disestablishment of Redevelopment Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Special Mandatory Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Reduction in Taxable Value — Economic Factors, Property Damage and Appeals of Assessed

Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Reduction in Inflationary Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Levy and Collection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Seismic Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

PROPERTY TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23County Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Assessed Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23State-Assessed Utility Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Tax Levies, Collections and Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Teeter Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Article XIIIA of the California Constitution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Litigation Involving Assessment Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Article XIIIB of the California Constitution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Articles XIIIC and XIIID of the California Constitution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Proposition 87 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Property Tax Administrative Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Assembly Bill 1290 — Redevelopment Time Limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Statement of Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28ERAF and SERAF Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Proposition 22 - Further Limit on State Use and Shifts of Local Government Funds . . . . . . . 29Future Initiatives and Changes in Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

PROPERTY TAX COLLECTION AND DEBT SERVICE COVERAGE . . . . . . . . . . . . . . . . . . . . . . 30Historic Tax Increment Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Secured Tax Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Estimated Debt Service Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

THE AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

THE REDEVELOPMENT AGENCY OF THE CITY OF FREMONT . . . . . . . . . . . . . . . . . . . . . . . . 33Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Management and Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Financial Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34Outstanding Bonds of the Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36State Controller’s Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

PROJECT AREA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Redevelopment Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Sub-Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Plan Limits of Redevelopment Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39Pass -Through Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Statutory Payments To Affected Taxing Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Land Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41Largest Property Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42Direct and Overlapping Bonded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46Legality for Investment in California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47Continuing Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

APPENDIX A - AUDITED FINANCIAL STATEMENTS OF THE REDEVELOPMENT AGENCYOF THE CITY OF FREMONT FOR FISCAL YEAR ENDED JUNE 30, 2010 . A-1

APPENDIX B - CITY OF FREMONT GENERAL INFORMATION AND ECONOMICS . . . . . . B-1APPENDIX C - SUMMARY OF THE INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1APPENDIX D - FORM OF OPINION OF BOND COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1APPENDIX E - FORM OF CONTINUING DISCLOSURE CERTIFICATE . . . . . . . . . . . . . . . . . . . E-1APPENDIX F - FISCAL CONSULTANT’S REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1APPENDIX G - BOOK-ENTRY ONLY SYSTEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1

[BAY AREA MAP]

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OFFICIAL STATEMENT

$134,720,000*REDEVELOPMENT AGENCY OF THE CITY OF FREMONT

(FREMONT MERGED REDEVELOPMENT PROJECT)TAX ALLOCATION BONDS, 2011 SERIES A

INTRODUCTION

This introduction is not a summary of this official statement (the “Official Statement”). It is onlya brief description of and guide to, and is qualified by, more complete and detailed information containedin the entire Official Statement, including the cover page and appendices hereto, and the documentssummarized or described herein. A full review should be made of the entire Official Statement. The offeringof the Bonds to potential investors is made only by means of the entire Official Statement.

This Official Statement, including the cover page and appendices hereto, is provided to furnishinformation regarding the Redevelopment Agency of the City of Fremont (the “Agency”) issuing its“Redevelopment Agency of the City of Fremont (Fremont Merged Redevelopment Project) Tax AllocationBonds, 2011 Series A” (the “Bonds”), in the aggregate principal amount of $134,720,000* to be sold to theFremont Public Financing Authority (the “Authority”) and immediately resold by the Authority to theUnderwriters named on the cover page. The Authority is a joint powers authority comprised of the City ofFremont (the “City”) and the Agency (see under “AUTHORITY” herein). Capitalized terms used in thisOfficial Statement and not defined elsewhere herein have the meanings given such terms in the Indenture.See “APPENDIX C—SUMMARY OF THE INDENTURE—Definitions.”

The City and the Agency

The City is a general law city encompassing approximately 90 square miles, located on the east sideof San Francisco Bay in the County of Alameda (the “County”), approximately 40 miles southeast of SanFrancisco and 15 miles northeast of San Jose, bordering on Santa Clara County (see “APPENDIX B —CITY OF FREMONT GENERAL INFORMATION AND ECONOMICS”). The Agency was activatedpursuant to law in 1976 by Ordinance 1121 of the City Council. The five members of the City Council alsoserve as the governing body of the Agency. See “THE REDEVELOPMENT AGENCY OF THE CITYOF FREMONT” herein. The fiscal year for the Agency, the City and for property tax is from July 1through June 30 of the next calender year (“fiscal year”).

Authority for Issuance of the Bonds

The Bonds will be issued by the Agency pursuant to the constitution and the laws of the State ofCalifornia (the “State”), including the State Community Redevelopment Law, constituting Part 1,Division 24 of the State Health and Safety Code (the “Law”), an Indenture of Trust, dated as of June 1, 2011(the “Indenture”) by and between the Agency and Union Bank, N. A., as trustee thereunder (the “Trustee”),and an authorizing resolution of the Agency adopted on June 7, 2011 (the “Resolution”).

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Purpose of the Bonds

The proceeds of the Bonds will be used to finance the costs of acquisition of the land for, design andconstruction of, the new Irvington Bay Area Rapid Transit (“BART”) station (the “Project”), fund a ReserveFund held by the Trustee in the amount of the Reserve Requirement, as defined herein (“SECURITY FORTHE BONDS - Reserve Requirement”), and to pay costs of issuance of the Bonds. See “THE BONDS -Purpose of the Bonds; the Project” herein.

Description of the Bonds

The Bonds will be issued as fully-registered current interest bonds in denominations of $5,000principal amount each, or any integral multiple thereof, and will be registered initially in the name of Cede& Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act assecurities depository for the Bonds. See “THE BONDS — Form, Denomination and Payment and“APPENDIX G - BOOK-ENTRY ONLY SYSTEM”.

The Bonds will be dated the date of delivery thereof. Interest on the Bonds is payable semiannuallyeach March 1 and September 1, commencing March 1, 2012. Interest payable March 1, 2012 is from thedate of delivery of the Bonds. Principal of the Bonds is payable on September 1 in each year due, as setforth on the inside cover page hereof. The Bonds are subject to redemption as described herein. See “THEBONDS — Redemption” herein.

Tax Allocation Financing

The Law provides a means for a California city or county to designate a geographic area within itsboundaries as a “project area” and form a redevelopment agency, such as the Agency, to carry outredevelopment activities within or of benefit to that project area (a “redevelopment project”). In generalunder the Law, the purpose of redevelopment agency activity in a project area is to revitalize and enhancethe project area by providing necessary public improvements and facilities to the extent that the area willno longer constitute “blighted conditions” that are a serious physical, social or economic burden to thecommunity. The Law provides for the funding of a redevelopment agency and its activities from a portionof the general purpose ad valorem property taxes collected within the project area. The parameters (inaddition to those set forth under the Law and other applicable statutes) that limit the redevelopment activitiesin a project area and the financing thereof (the “plan limits”) are established in a specific “redevelopmentplan” for that project area adopted by the legislative body of the city or county that formed theredevelopment agency and designated the project area.

The taxable valuation of property in a project area last equalized prior to adoption of theredevelopment plan, or “base year” roll, is established and, except for any period during which the taxablevaluation drops below the base year level, taxing agencies otherwise entitled to receive an allocation of advalorem taxes on property within the project area thereafter receive the taxes produced by the levy of thethen current tax rate upon the base year roll only. Taxes collected upon any increase in taxable valuationover the base year roll (“tax increment”) are allocated to the redevelopment agency. Such tax incrementfunds the activities of the redevelopment agency and under the Law, subject to certain deductions requiredto pay County administrative fees and payments under contractual or statutory tax-sharing agreements, maybe pledged by the redevelopment agency to the payment of any indebtedness incurred in financing orrefinancing its activities. Redevelopment agencies themselves have no authority to levy property taxes andmust look specifically to the allocation of such tax increment.

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Housing Set-Aside Revenues

With limited exceptions, the Law requires redevelopment agencies to set aside not less than twentypercent of all tax increment allocated and paid to the redevelopment agency into a “low and moderateincome housing fund” to be expended only for authorized low and moderate income housing purposes, asdefined by the Law (such funds of the Agency herein are the “Housing Set-Aside Revenues” and the lowand moderate income housing fund of the Agency herein is the “Housing Fund”). Amounts on deposit ina low and moderate income housing fund may also be applied to pay debt service on bonds, loans oradvances of the redevelopment agency, the proceeds of which are deposited into the low and moderateincome housing fund to provide financing for such low and moderate income housing purposes. Under theLaw, the twenty percent set-aside requirement is calculated on the basis of gross tax increment revenues,before deductions for county administrative fees, payments under tax sharing agreements or any otherpurpose.

Housing Set-Aside Revenues and balances generated from Housing Set-Aside Revenues on depositin the Housing Fund are not pledged, and are not available, for payment of debt of the Agency incurred forpurposes other than for “low and moderate income housing.” Under the Law, “low and moderate incomehousing” means housing available to persons and families of “low and moderate income,”defined ashouseholds with adjusted annual income not exceeding 120% of county median income for a similarly sizedhousehold, including “very low income,” defined as households with adjusted annual income not exceeding50% of county median income for a similarly sized household, at “affordable housing costs.” Under theLaw, “affordable housing costs” means that the sum of various elements of housing costs paid by ahousehold with a qualifying income does not exceed the applicable percentage of that household’s annualincome specified under Sections 50052.3 and 50053 of the California Health and Safety Code.

The Bonds are not secured by or payable from Housing Set-Aside Revenues.

The Merged Project Area

Through ordinances adopted by the City Council of the City (the “City Council”) on July 7, 1998, the Agency’s Niles redevelopment project, Centerville redevelopment project, Irvington redevelopmentproject and Industrial redevelopment project, each previously established under separate redevelopmentplans by the City Council under provisions of the Law, were fiscally merged while retaining formallyseparate project plans and project areas. Through an ordinance adopted by the City Council on March 16,2010, these separate plans and project areas were consolidated under a single “Consolidated Amended andRestated Redevelopment Plan for the Fremont Merged Redevelopment Project (Including Irvington, Niles,Centerville and Industrial Areas)” (the “Redevelopment Plan”) with a single, consolidated project area (the“Project Area”) containing all of the previously established project areas (these “sub-areas” are, respectively,the “Irvington, Niles, Centerville and Industrial Areas” herein). While the Redevelopment Plan addressesredevelopment activities throughout the Project Area, certain Redevelopment Plan limits remain determinedon the basis of the sub-areas. The Law permits the tax increment from the Project Area to be used to fundredevelopment activities within or of benefit to any or all of the original areas, that is, anywhere within theProject Area, including pledging such tax increment for payment of indebtedness, such as the Bonds, tofinance any such activities. See “PROJECT AREA” herein.

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Sources of Payment for the Bonds

The Bonds are special obligations of the Agency payable only from Tax Revenues (a specific netportion, as defined herein, of the tax increment received by the Agency from the Project Area), the ReserveAccount and such other funds pledged therefore under the Indenture. Tax Revenues do not include HousingSet-Aside Revenues or balances generated from Housing Set-Aside Revenues held in the Housing Fund. Neither the faith and credit nor the taxing power of the Agency, the City or the State or any politicalsubdivision thereof, is pledged for the payment of the Bonds. See “SECURITY FOR THE BONDS”herein.

Risk Factors

Any future decrease in taxable valuation of the Project Area or in the applicable tax rates will reducethe tax increment allocated to the Agency from the Project Area, and correspondingly would reduce therevenues available to the Agency from which to pay debt service on any indebtedness the Agency has issuedsecured by a pledge of such revenues, including the Bonds. See “RISK FACTORS” herein.

In addition to the Bonds, the Agency may issue or incur other bonds, loans, advances orindebtedness payable from Tax Revenues on a parity with the Bonds (collectively, “Parity Debt”), subjectto meeting certain covenants related to additional indebtedness, to finance or refinance redevelopmentactivities for the Project Area by supplemental indenture to the Indenture (a “Supplemental Indenture”). See“SECURITY FOR THE BONDS - Issuance of Parity Debt” herein.

As part of the Governor’s 2011/12 Budget effort, legislation was introduced on behalf of theGovernor on March 16, 2011 (AB101 in the State Assembly and SB 77 in the State Senate; the “ProposedLegislation”) to, among other things, (a) prohibit new redevelopment agreements after the effective date ofthe Proposed Legislation, (b) disestablish redevelopment agencies as of July 1, 2011, (c) State-wide take$1.7 billion in what would have been redevelopment agency tax increment revenue for the State general fundin 2011/12, and (d) thereafter have what would have been tax increment revenue in excess of the amountrequired to pay existing debt and pass-through payment obligations of former redevelopment agencies flowto local taxing agencies as regular property tax revenue (and not have the character of being “tax incrementrevenue”). All debt service and other enforceable obligations of tax increment of a redevelopment agencythat were in existence prior to disestablishment would continue to be paid, in effect as a protected allocationof property tax revenue, according to a “Recognized Obligation Payment Schedule” from a “RedevelopmentProperty Tax Fund”, a repository for the former tax increment revenue as collected, administered by therespective County Auditor-Controller, for the remaining life of debt service and other enforceableobligations of tax increment.

The Proposed Legislation, effective after disestablishment, creates successor agencies (generally thecity or county who formed the disestablished redevelopment agency) under an “oversight board” empoweredand directed, subject to vote of the board, to, where possible, undo agreements the redevelopment agencyhad entered into, including to the extent of using tax increment revenue to pay damages to do so, for thepurpose of generally liquidating redevelopment agency non-housing assets and commitments other than topay existing bonds and other enforceable obligations, with the intent of maximizing revenue to the State andlocal taxing agencies.

If the Proposed Legislation became law, it is unknown whether any agreement of the Agency withthe City or BART in respect to the Project would be challenged by an oversight board created under theProposed Legislation, or what the outcome of such a challenge would be. As of the date of this OfficialStatement the Proposed Legislation failed by one vote to pass in the State Assembly, there have been no

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subsequent attempts at passage and it has not been brought to a vote in the State Senate . On the other hand,without giving details or firm timing, the Governor’s 2011-12 Budget May Revision released on May 10,2011 indicated that disestablishing redevelopment agencies and flowing tax increment revenue through tolocal taxing agencies to the maximum extent possible remain goals of the Governor.

Since the introduction of the Proposed Legislation, additional legislation has variously beenproposed or introduced, that would, if enacted, modify how redevelopment projects and finance proceedgoing forward, but none appear to have a potential retroactive reach similar to the Proposed Legislation, nordo any appear to challenge existing tax allocation bonds.

It is unknown whether the Proposed Legislation or other legislative proposals to limit or prohibitredevelopment agency projects or obligations or curtail or take tax increment revenue ultimately will beenacted, or if enacted, will withstand court challenge. Any redevelopment agency disestablishmentlegislation would seem to at least have to be compatible with (a) Article XVI, Section 16 of the Stateconstitution establishing tax increment financing and requiring tax increment to be paid to redevelopmentagencies, (b) Article XIII, Section 25.5 of the State constitution prohibiting the transfer of tax increment tothe State, any agency of the State or any local jurisdiction and (c) State and federal constitutional provisionsprohibiting legislation impairing the obligation of contracts.

See “RISK FACTORS” herein.

IF LEGISLATION HAS BEEN INTRODUCED OR PROPOSED WHICH IF ENACTEDAND EFFECTIVE WOULD IMPOSE ADDITIONAL LIMITATIONS OR BURDENS ON THEAGENCY BY REASON OF THE ISSUANCE OF THE BONDS OR WHICH PURPORT TOPROHIBIT THE SALE OR ISSUANCE OF THE BONDS OR WHICH PURPORT TO PREVENTOR IMPAIR THE PLEDGE OF TAX REVENUES UNDER THE INDENTURE OR THERE IS NOTAN AGREEMENT AMONG BART, THE CITY AND THE AGENCY TO FUND AND BUILD THEPROJECT, THEN EITHER THE AGENCY OR THE UNDERWRITERS MAY ELECT NOT TOPROCEED WITH THE SALE OF THE BONDS IF SUCH OCCURS PRIOR TO THE SALE, ORWITH THE ISSUANCE AND DELIVERY OF THE BONDS IF SUCH OCCURS AFTER THESALE BUT PRIOR TO CLOSING.

Professionals Involved in the Offering

KNN Public Finance, A Division of Zions First National Bank, Oakland, California, is acting as theAgency's financial advisor (“Financial Advisor”) with respect to the Bonds. The proceedings of the Agencyin connection with the issuance of the Bonds are subject to the approval as to their legality of Quint &Thimmig LLP, San Francisco, California, bond and disclosure counsel to the Agency (“Bond Counsel”). Certain legal matters of the Agency will be passed upon for the Agency by Goldfarb & Lipman LLP,Oakland, California, special counsel to the Agency. The Financial Advisor, Bond Counsel and Trustee willreceive compensation from the Agency contingent upon the sale, issuance and delivery of the Bonds. Compensation by the Agency to Special Counsel to the Agency and to Seifel Consulting Inc., fiscalconsultant to the Agency, is not contingent upon the sale, issuance and delivery of the Bonds.

Tax Matters

In the opinion of Bond Counsel, subject to compliance by the Agency with certain covenants, underpresent law, interest on the Bonds is excludable from gross income of the owners thereof for federal incometax purposes and is not included as an item of tax preference in computing the federal alternative minimum

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tax for individuals and corporations, but such interest is taken into account in computing an adjustment usedin determining the federal alternative minimum tax for certain corporations. In addition, in the opinion ofBond Counsel, interest on the Bonds is exempt from personal income taxation imposed by the State ofCalifornia. See “LEGAL MATTERS -Tax Matters” herein.

Offering and Delivery of the Bonds

The Bonds will be offered when, as and if issued by the Agency and received by the Underwriters,subject to approval as to their legality by Bond Counsel. It is anticipated that the Bonds, in book-entry form,will be available for delivery through DTC in New York, New York on or about June 30, 2011.

Summaries of Documents

Following in this Official Statement are descriptions of the Bonds, the Indenture, the Agency andthe City. The descriptions and summaries of documents herein do not purport to be comprehensive ordefinitive, and reference is made to each such document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each such document and, with respect tocertain rights and remedies, to laws and principles of equity relating to or affecting creditors' rightsgenerally. Terms not defined herein shall have the meanings set forth in the Indenture. Definitions ofcertain terms used herein are set forth in APPENDIX C — “SUMMARY OF THE INDENTURE –Definitions”. Copies of the Indenture are available for inspection during business hours at the corporatetrust office of the Trustee in San Francisco, California. See APPENDIX C — “SUMMARY OF THEINDENTURE”.

Continuing Disclosure

The Agency has covenanted for the benefit of the holders and beneficial owners of the Bonds toannually provide certain financial information and operating data relating to the Agency (the “AnnualReport”) and to provide notices of the occurrence of certain enumerated events, if material. See“MISCELLANEOUS — Continuing Disclosure” herein and APPENDIX E — “Form of ContinuingDisclosure Certificate”.

Forward-Looking Statements

Certain statements included or incorporated by reference in this Official Statement, including inAPPENDIX F attached hereto, constitute “forward-looking statements.” Such statements are generallyidentifiable by the terminology used such as “plan,” “expect,” “estimate,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statementsinvolve known and unknown risks, uncertainties and other factors which may cause actual results,performance or achievements described to be materially different from any future results, performance orachievements expressed or implied by such forward-looking statements. Although such expectationsreflected in such forward-looking statements are believed to be reasonable, there can be no assurance thatsuch expectations will prove to be correct. The Agency is not obligated to issue any updates or revisionsto the forward-looking statements if or when the expectations, events, conditions or circumstances on whichsuch statements are based occur.

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Other Information

This Official Statement speaks only as of its date, and the information contained herein is subjectto change.

Copies of documents referred to and information concerning the Bonds are available at the officesof the City of Fremont, Finance Department, 3300 Capitol Avenue, Building B, Fremont, CA 94538;telephone: (510) 494-4610. The City may impose a charge for copying, mailing and handling.

END OF INTRODUCTION

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THE BONDS

Authority for Issuance of the Bonds

The Bonds will be issued pursuant to the constitution and the laws of the State, including the Law,the Indenture and the Resolution.

Purpose of the Bonds; the Project

A $120,000,000 portion of the net proceeds of the Bonds will be deposited in the Project Fund, heldby the Trustee and used to finance the Project; a portion of the net proceeds of the Bonds will be depositedin the Costs of Issuance Fund, held by the Trustee and used to finance costs of issuance of the Bonds; anda portion of the net proceeds will be deposited in the Reserve Account, held by the Trustee, in the amountof the Reserve Requirement (see “SECURITY FOR THE BONDS - Reserve Requirement” herein). Totalcosts to be funded, with contingency allowances, are estimated to be $124,350,000.

The Agency only expects to issue the Bonds if prior thereto an agreement is reached among BART,the City and the Agency to transfer ownership and control of the $120,000,000 to be on deposit in theProject Fund to BART in return for BART, with certain assistance from the City, to acquire, design andconstruct the Project, with no further involvement of the Agency (the “Project Agreement”). The ProjectAgreement will be presented to City Council for approval on June __, 2011 and to the BART board on June __, 2011. The Agency will not issue the Bonds without an executed Project Agreement.

The Project is part of an approximately 5.4 mile extension of the BART passenger rail system fromits present terminus in downtown Fremont to a new Warm Springs BART station at the south end of the City(the overall extension, including the Irvington and Warm Springs BART stations, is referred to as the “WarmSprings Extension” or “WSX”). The eventual BART plan is to extend this line further south, into SantaClara County to connect with other commuter rail lines and points therein, including the City of San Jose. The Project is to be located approximately half-way between the Fremont and Warm Springs BART stations.

The WSX was part of the original BART plan developed over 30 years ago. For at least the past20 years, BART and the City have included the Project in their respective planning for the WSX and theIrvington Area, and the southern portion of the City generally. A major (but not the only) purpose of theAgency’s consolidated Redevelopment Plan adopted in 2010 was to accommodate financing of the Projectwith tax allocation bonds. Since 2001, the City has held the responsibility for “identifying” and, ultimately,arranging for financing for the Project, basically as the City’s contribution to the overall WSX project. Inaddition, the Agency has provided some funding of early design and construction elements of the WSX overthe past three years. Construction of the WSX, starting with a portion under the City’s Central Park andLake Elizabeth, just south of downtown Fremont, was initiated by BART in 2009, and, between BART andthe Agency, most of the land for the Project and its parking lots has been purchased. The entire WSXproject, including the Project and the Warm Springs BART station, is expected to be completed and openfor operation in mid-2015. Completing construction of the stations prior to operating trains reduces stationconstruction difficulty and costs.

Only the Project is being funded through the Bonds. BART is funding the other parts of the WSXfrom other sources, and are not a responsibility or obligation of the Agency or the City to fund.

An aerial rendering of the proposed Project is on the following page.

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[Irvington BART Station Picture]

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Estimated Sources and Uses of Funds

The sources and uses of funds relating to the Bonds are as follows:

REDEVELOPMENT AGENCY OF THE CITY OF FREMONTEstimated Sources and Uses of Funds

Sources of FundsPar Amount of IssueNet Original Issue Discount

Total Sources

Uses of Funds Deposit to Project Fund Deposit to Reserve Account

Deposit to Costs of Issuance Fund(a)

Underwriters’ DiscountTotal Uses

(a) Includes printing costs, legal fees, financial advisor’s fees and other fees and expenses associated with the issuance of the Bonds.

Description of the Bonds

The Bonds will be dated the date of delivery thereof (the “Dated Date”), and will be issued in fullyregistered form in denominations of $5,000 each or any integral multiple thereof. Interest on the Bonds willbe payable on March 1 and September 1 of each year, commencing on September 1, 2011 (each an “InterestPayment Date”). Each Bond shall bear interest from the Interest Payment Date next preceding the date ofauthentication thereof unless (a) it is authenticated after the close of business on the fifteenth calendar dayof the month preceding each Interest Payment Date (each a “Record Date”) and on or before the followingInterest Payment Date, in which event it shall bear interest from the Interest Payment Date immediatelyfollowing such Record Date; or (b) a Bond is authenticated on or before August 15, 2011, in which eventit shall bear interest from the Dated Date; provided, however, that if, as of the date of authentication of anyBond, interest thereon is in default, such Bond shall bear interest from the Interest Payment Date to whichinterest has previously been paid or made available for payment thereon. Interest on any Bond which is notpunctually paid as duly provided for on any Interest Payment Date shall be payable to the person in whosename the ownership of such Bond is registered at the close of business on a Special Record Date to be fixedby the Trustee.

Subject to optional redemption as hereinafter discussed, the Bonds will mature on the dates and inthe principal amounts shown on the cover of this Official Statement.

Form and Registration

The Bonds will be issued in fully registered form and, when issued, will be registered in the nameof Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Individualpurchases of Bonds will be made in book-entry form only in the principal amount of $5,000 each or anyintegral multiples thereof. Beneficial owners of the Bonds will not receive bond certificates representingtheir interests in the Bonds purchased, but will receive a credit balance on the books of the nominees of suchpurchasers.

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Subject to the limitations described “APPENDIX G - BOOK-ENTRY ONLY SYSTEM”, Bondregistration may be transferred, and any Bond may be exchanged for Bonds of the same maturity of otherauthorized denominations and/or canceled at the office of the Trustee in the manner and with the effect setforth in the Indenture.

Debt Service Schedule

The following schedule sets forth the payments of the principal of and interest on the Bonds by bondyears ending September 1 (“Bond Years”). Tax Revenue received in each fiscal year fund the Bondpayments due on March 1 of that fiscal year and on September 1 of the following fiscal year.

Debt Service

The Bonds Bond Year

Ending September 1, Principal Interest Total Bond Year Total

20112012201320142015201620172018201920202021202220232024202520262027202820292030203120322033203420352036

TOTAL

Redemption

Special Mandatory Redemption. The Bonds shall be subject to redemption in whole, or in part, onMarch 1, 2014, if, by action of law or otherwise, the Agency, any successor to the Agency or any entity towhom Project Fund moneys are transferred, is prevented from expending any of the Bond proceeds tofinance the Project, from amounts on deposit in the Project Fund and from any other moneys applied forsuch purpose, at a redemption price equal to one hundred percent (100%) of the principal amount thereofplus interest accrued thereon to the date fixed for redemption, without premium.

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Optional Redemption of the Bonds. The Bonds maturing on or before September 1, 2020 are notsubject to optional redemption prior to their maturities. Bonds maturing on or after September 1, 2021 aresubject to redemption, at the option of the Agency, on any date on or after September 1, 2020, as a wholeor in part, by such maturities as shall be determined by the Agency (and in lieu of such determination, prorata among maturities), and by lot within a maturity, from any available source of funds, at a price of 100%of the principal amount thereof, plus accrued interest to the date of redemption, without premium.

Sinking Account Redemption. Term Bonds maturing on September 1, 20__, shall be subject tomandatory redemption, in part by lot, and by lot within a maturity, from sinking account payments in thefollowing amounts and on the following dates, at a redemption price equal to the principal amount thereofto be redeemed, without premium, plus accrued interest thereon to the date fixed for redemption:

Redemption Date Principal Amount

The principal amount of each mandatory sinking fund payment of any maturity shall be reducedproportionately in integral multiples of $5,000 by the amount of any Bonds of that maturity optionallyredeemed prior to the sinking account mandatory redemption date.

Selection of Bonds for Redemption. Whenever provision is made in the Indenture for the redemptionof Bonds and less than all Bonds then currently outstanding are called for redemption, the Trustee will selectBonds for redemption from Bonds then currently outstanding and not previously called for redemption, atthe written direction of the Agency in such order for maturity as shall be designated by the Agency, and inthe absence of such direction, pro rata among maturities and by lot within a maturity. The Trustee willpromptly notify the Agency in writing of the Bonds so selected for redemption.

Partial Redemption. If only a portion of any Bond is called for redemption, then upon surrenderof such Bond the Agency will execute and the Trustee will authenticate and deliver to the Owner thereof,at the expense of the Agency, a new Bond or Bonds of the same interest rate and maturity of authorizeddenominations, in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed.

Notice of Redemption. While the Bonds are subject to the Book-Entry System, the Trustee shall berequired to give notice of redemption only to DTC, and the Trustee shall not be required to give any suchnotice of redemption to any other person or entity. DTC and the DTC Participants shall have soleresponsibility for providing any such notice of redemption to the beneficial owners of the Bonds to beredeemed. Any failure of DTC to notify any Direct Participant, or any failure of a DTC Participant to notifythe beneficial owner of any Bonds to be redeemed, of a notice of redemption or its content or effect will notaffect the validity of the notice of redemption, or alter the effect of redemption. The Trustee will mail thenotice of redemption of Bonds to be redeemed not less than 30 days nor more than 60 days prior to the datefixed for redemption, during any period in which the Bonds are not subject to the Book-Entry System toOwners of all Bonds as their respective names and addresses appear on the registration books of the Trustee,and during any period, to the Securities Depositories and to one or more Information Services. Notice ofthe redemption of Bonds will be given by the Trustee on behalf of the Agency. Failure of an Owner toreceive any such notice so mailed nor any defect therein will not affect the validity of the proceedings forthe redemption of such Bonds or the cessation of the accrued interest thereon. All Bonds redeemed pursuantto the redemption provisions of the Indenture will be canceled.

Effect of Redemption. From and after the date fixed for redemption, if funds available for thepayment of the redemption price of, and interest on, the Bonds so called for redemption have been deposited

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with the Trustee, such Bonds so called shall cease to be entitled to any benefit under the Indenture other thanthe right to receive payment of the redemption price and accrued interest to the redemption date, and nointerest shall accrue thereon from and after the redemption date specified in such notice.

SECURITY FOR THE BONDS

Allocation of Taxes

As provided in the Redevelopment Plan and pursuant to Article 6 of Chapter 6 of the Law(commencing with Section 33670 of the California Health and Safety Code) and Section 16 of Article XVIof the California Constitution, taxes levied upon taxable property in the Project Area each year by or for thebenefit of the State, Agency, County and any district or other public corporation (herein collectively referredto as “taxing agencies”) for each fiscal year beginning after the effective date for allocation of tax increment,are divided as follows:

(a) To Taxing Agencies: That portion of the taxes which would be produced by the rate upon whichthe tax is levied each year by or for each of said taxing agencies upon the total sum of the assessedvalue of the taxable property in the Project Area as shown upon the assessment roll used inconnection with the taxation of such property by such taxing agency last equalized prior to theeffective dates of the ordinances approving the Redevelopment Plan, shall be allocated to, and whencollected shall be paid into the funds of the respective taxing agencies as taxes by or for said taxingagencies on all other property are paid (for the purpose of allocating taxes levied by or for anytaxing agency or agencies which did not include the territory in the Project Area on the effectivedate of the applicable ordinance but to which such territory is annexed or otherwise included aftersuch effective date, the assessment roll of the County last equalized on the effective date of saidordinance shall be used in determining the assessed valuation of the taxable property in the ProjectArea on said effective date) (the “Base Year Amount”);

(b) To the Agency: With the exceptions noted in paragraphs (c) and (d) below, that portion of saidlevied taxes each year in excess of the amounts provided for in (a) above, together with subventionsor other amounts reimbursed by the State in respect of property tax exemptions with respect to theProject Area, shall be allocated to, and when collected, paid into a special fund of the Agency to paythe principal of, and interest on, bonds, loans, moneys advanced to, or indebtedness (whetherfunded, refunded, assumed, or otherwise) incurred by the Agency to finance or refinance, in wholeor in part, the redevelopment of the Project Area, and to pay certain amounts to various taxingagencies pursuant to respective contractual or statutory tax sharing agreements between the Agencyand such taxing agencies (“Pass-Through Agreements”; see “Project Area — Pass-ThroughAgreements” herein);

(c) Exception For Voter-Approved Indebtedness: That portion of the taxes identified in paragraph(b) above that are attributable to a tax rate levied by a taxing agency for the purpose of producingrevenues in an amount sufficient to make annual repayments of principal of, and interest on, anybonded indebtedness for the acquisition or improvement of real property approved by the voters ofthe taxing agency on or after January 1, 1989, shall be allocated to, and when collected shall be paidinto, the fund of the taxing agency.

(d) Exception for Industrial Area: Pursuant to a provision of the Redevelopment Plan, that portionof taxes identified in paragraph (b) above attributable to annual increases in the assessed value of

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property within the Industrial Area which are, or otherwise would be, calculated pursuant tosubdivision (f) of Section 110.1 of the California Revenue and Taxation Code (the provisionlimiting normal real property annual assessed value growth to a specified inflation factor notexceeding 2 percent) shall not be claimed as tax increment revenue, with the purpose and result thatsuch amount is allocated to the respective taxing agencies as tax revenue to them, similar to theamounts described in paragraph (a) above.

The Agency is authorized to make pledges of the portion of taxes mentioned in paragraph (b) aboveas to specific advances, loans and indebtedness as appropriate in carrying out the Redevelopment Plan.

Tax Revenues

The Bonds are secured by and payable from an irrevocable pledge of, and charge and lien upon,“Tax Revenues”. Under the Indenture, “Tax Revenues” means all taxes pledged and annually allocatedwithin the Plan Limitations, following the date of issuance of the Bonds, and paid to the Agency with respectto the Merged Redevelopment Project pursuant to Article 6 of Chapter 6 (commencing with section 33670)of the Law and section 16 of Article XVI of the Constitution of the State, or pursuant to other applicableState laws, and as provided in the Merged Redevelopment Plan, and all payments, subventions andreimbursements, if any, to the Agency specifically attributable to ad valorem taxes lost by reason of taxexemptions and tax rate limitations, excluding all other amounts of such taxes (if any): (a) which are requiredto be deposited into the Low and Moderate Income Housing Fund of the Agency in any Fiscal Year pursuantto section 33334.3 of the Law, (b) which constitute supplemental subventions payable by the State to theAgency under and pursuant to Chapter 1.5 of Part 1 of Division 4 of Title 2 (commencing with section16110) of the California Government Code, (c) which constitute amounts required to be paid by the Agencyto taxing agencies under tax sharing agreements to pass through a portion of tax increment (“Pass-ThroughAgreements”), except and to the extent such amounts so payable are payable on a basis subordinate to thepayment of the 2011A Bonds and any Parity Debt, (d) which constitute amounts payable by the Agencyunder sections 33607.5 or 33607.7 of the Law for payments to affected taxing entities, except and to theextent such amounts so payable are payable on a basis subordinate to the payment of the 2011A Bonds andany Parity Debt, and (e) which constitute amounts payable by the Agency under section 33676 of the Lawfor payments to affected taxing entities. See also “PROPERTY TAX COLLECTION AND DEBTSERVICE COVERAGE” and “Pass -Through Agreements” and “Project Area” herein and“APPENDIX F - FISCAL CONSULTANT’S REPORT” for further discussion, and history andprojections of Tax Revenues and their allocation for various Agency purposes.

The Agency has no power to levy and collect property taxes, and any property tax limitation,legislative measure, voter initiative or provisions of additional sources of income to taxing agencies havingthe effect of reducing the property tax rate, could reduce the amount of Tax Revenues that would otherwisebe available to pay the principal of, and interest on, the Bonds. Likewise, changes in the methodology bywhich property is assessed or broadened property tax exemptions could have a similar effect. See “RISKFACTORS” and “LIMITATIONS ON TAX REVENUES AND POSSIBLE SPENDINGLIMITATIONS” herein.

THE BONDS ARE NOT A DEBT OF THE CITY, THE STATE OR ANY OF ITSPOLITICAL SUBDIVISIONS, AND NEITHER THE CITY NOR THE STATE NOR ANY OF ITSPOLITICAL SUBDIVISIONS (OTHER THAN THE AGENCY) IS LIABLE THEREON. THEAGENCY HAS NO TAXING POWER. THE BONDS ARE PAYABLE EXCLUSIVELY FROM THETAX REVENUES AND OTHER FUNDS AS PROVIDED IN THE INDENTURE. THE BONDS ANDANY PARITY DEBT OF THE AGENCY ARE PAYABLE SOLELY FROM TAX REVENUES

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ALLOCATED TO THE AGENCY FROM THE PROJECT AREA EXCEPT AS OTHERWISEPROVIDED IN THE INDENTURE.

Annual Review of Tax Revenues; Compliance with Plan Limits; Defeasance Escrow Account

The Indenture requires that the Agency annually cause to be prepared a report which sets forth theestimated annual and cumulative total amount of tax increment revenues remaining available to be receivedby the Agency under the Redevelopment Plan’s plan limits (the “Remaining Limit Amount”), the estimatedCurrent Year Obligations (as defined below), and the estimated Future Obligations (as defined below). Ifthe Remaining Limit Amount is equal to or less than 110% of the Future Obligations, then, in each fiscalyear, the Agency shall cause to be deposited in a Trustee-held account (the “Defeasance Escrow Account”),for investment in Defeasance Obligations (see APPENDIX C — “SUMMARY OF THE INDENTURE”),that portion of tax increment revenues, if any, allocated to the Agency in excess of the Current YearObligations to the extent necessary, to enable repayment when due of all Future Obligations within theRemaining Limit Amount, taking into account (a) the Remaining Limit Amount, (b) all Future Obligations,and (c) the amounts already existing in the Defeasance Escrow Account. Amounts in the Defeasance EscrowAccount, including interest earned thereon, shall only be used to (a) prepay the Bonds and any Parity Debt,in such manner as the Agency shall determine, or (b) pay debt service on the Bonds and any Parity Debt.Amounts remaining in the Defeasance Escrow Account following payment in full or defeasance of the Bondsand all Parity Debt shall be transferred to the Agency for any lawful purpose under the Law.

“Current Year Obligations” means the amounts necessary to pay the debt service and other amountsdue in the applicable fiscal year for which the annual report is then being prepared with respect to the Bonds,applicable Pass-Through Agreements, deposits into the Housing Fund and other statutory obligations, anysubordinate debt and the Agency’s administrative costs.

“Future Obligations” means the estimated amounts necessary to pay the debt service and otheramounts due in all succeeding fiscal years (until the earlier of the final maturity date of the Bonds or theRemaining Limit Amount is estimated to be reached) with respect to the Bonds, applicable Pass -ThroughAgreements, deposits into the Housing Fund and other statutory obligations, any subordinate debt and theAgency’s administrative costs; provided that, in estimating the portion of the Future Obligations related tothe Bonds, the amount of remaining debt service will take into account the early prepayment or defeasanceof the Bonds estimated to occur using amounts deposited or to be deposited in the Defeasance EscrowAccount.

Reserve Requirement

Under the Indenture, there is a Reserve Account established for the Bonds and any Parity Debt. TheReserve Account is funded at the Reserve Requirement. “Reserve Requirement” means, as of any calculationdate, an amount, calculated by or on behalf of the Agency and certified to the Trustee in writing, equal tothe least of (a) Maximum Annual Debt Service on all Outstanding Bonds and any Parity Debt, (b) 125% ofaverage annual debt service on the Bonds and any Parity Debt, and (c) 10% of the then outstanding principalamount of the Bonds and any Parity Debt. The Reserve Requirement as of the date of delivery of the Bondsis $___________.

If the Trustee has actual knowledge that the amount on deposit in the Reserve Account at any timeis less than the Reserve Requirement, the Trustee will promptly notify the Agency of such fact. Promptlyupon receipt of any such notice, the Agency will transfer to the Trustee, Tax Revenues sufficient to maintainthe Reserve Requirement on deposit in the Reserve Account. If there shall then not be sufficient Tax

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Revenues to transfer an amount sufficient to maintain the Reserve Requirement on deposit in the ReserveAccount, the Agency shall be obligated to continue making transfers as Tax Revenues become available inthe Special Fund until there is an amount sufficient to maintain the Reserve Requirement on deposit in theReserve Account. See APPENDIX C – “SUMMARY OF THE INDENTURE.”

Pass -Through Agreements

The Agency has entered into a Third Amended and Restated Fiscal Agreement Regarding FremontIndustrial Redevelopment Project Amended and Restated as of September 1, 2009 by and among the Agencyand the City of Fremont, the County of Alameda, the Alameda-Contra Costa County Transit District, theAlameda County Flood Control District, the Alameda County Library District, the Alameda CountyMosquito Abatement District, the Alameda County Resource Conservation District, the Alameda CountyWater District, the Bay Area Air Quality Management District, the Bay Area Rapid Transit District, the EastBay Regional Park District and the Washington Hospital District (the “County Agreement”), a tax sharingagreement under which specified amounts of tax increment revenue from the Industrial Area are to be passedthrough by the Agency to the aforesaid taxing entities. The County Agreement precludes the pledge of theaggregate amount of such pass-through tax increment revenue by the Agency for payment of any bonds orother indebtedness of the Agency unless and until the Agency obtains approval from the County. TheAgency has provided for and received the subordination of pass-through payments under the CountyAgreement to payment of the Bonds. No other existing Pass-Through Agreements with any other taxingentities subordinate the right to receive pass-through tax increment to the Agency for payment of the Bonds.

The Agency has also entered into certain tax sharing agreements under which lump sum paymentswill be made by the Agency, in return for which no future pass-through of tax increment will be made to thetaxing entity. Such lump sum payments are treated as expenditures for redevelopment projects by theAgency.

See APPENDIX C — “SUMMARY OF THE INDENTURE – Definitions” for a list of theexisting Pass-Through Agreements.

Under the Indenture, the Agency may enter into additional agreements for payments to affectedtaxing agencies, provided that such agreements subordinate the right of the taxing agency to paymentthereunder to the Agency for payment of the Bonds and any Parity Debt, as defined below.

Issuance of Parity Debt

In addition to the Bonds, the Agency may issue or incur Parity Debt to finance redevelopmentactivities within or for the benefit of the Redevelopment Project in such principal amount as shall bedetermined by the Agency. The Agency may issue and deliver any such Parity Debt, which shall be payableat a fixed interest rate or rates, subject only to the following specific conditions:

(a) The Agency shall be in compliance with all covenants set forth in the Indenture and all existingParity Debt Instruments;

(b) Tax Revenues for the then current fiscal year, based on the most recent assessed valuation ofproperty in the Redevelopment Project as evidenced in written documentation from an appropriateofficial of the County, plus, at the option of the Agency, the Additional Revenues, and assuming nogrowth in assessed valuations as of such date of computation, shall be at least equal to one hundred fifty percent (150%) of Maximum Annual Debt Service on all Bonds and any Parity Debt which will

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be Outstanding following the issuance of such Parity Debt; provided, however, that Tax Revenuesshall be reduced to the amount by which Tax Revenues would be decreased if all pendingassessment appeals were to be determined in favor of the property owners in an amount equal to theaverage percent of reductions over an appropriate period of appeals history, as determined by anIndependent Redevelopment Consultant;

(c) The aggregate amount of the principal and sinking fund installments of and interest on allOutstanding Bonds, Parity Debt, Subordinate Debt and any Pass-Through Agreements notsubordinated to any Outstanding Bonds, Parity Debt, Subordinate Debt coming due and payablefollowing the issuance of such Parity Debt shall not exceed the maximum amount of tax incrementrevenues permitted under the Plan Limitations;

(d) The aggregate amount of the all Bonds, Parity Debt and Subordinate Debt to be outstandingfollowing the issuance of such Parity Debt shall not exceed the maximum amount of obligationspermitted under the Plan Limitations to be outstanding at any time;

(e) The Parity Debt shall be payable as to principal on September 1 in each year in which principalbecomes due, and shall be payable as to interest semiannually on March 1 and September 1, exceptthat the first installment of interest may be payable on either March 1 or September 1 and shall befor a period not longer than twelve (12) months;

(f) The Trustee or any successor shall act as trustee for such Parity Debt;

(g) The Parity Debt Instrument providing for the issuance of such Parity Debt may provide for theestablishment of separate funds and accounts or may make reference to and include any fund oraccount established under the Indenture; and

(h) The Parity Debt Instrument providing for the issuance of such Parity Debt shall provide for thedeposit of moneys in the Reserve Account if required to increase the balance of the Reserve Accountto at least equal to the Reserve Requirement upon the issuance of such Parity Debt.

Notwithstanding the foregoing, the Agency may issue or incur Refunding Debt in such principalamount as shall be determined by the Agency so long as certain conditions set forth in the Indenture are met.

Issuance of Subordinate Debt

From time to time the Agency may issue or incur Subordinate Debt in such principal amount as shallbe determined by the Agency; provided that (a) the Agency shall be in compliance with all of its covenantsset forth in the Indenture and any Parity Debt Instruments (or any non-compliance shall be cured inconnection with the issuance of the Subordinate Debt, (b) the issuance of such Subordinate Debt (after takinginto account the Bonds and all other obligations of the Agency payable from Tax Revenues, as well as allother bonded indebtedness of the Agency) shall not cause the Agency to exceed any applicable PlanLimitations, and (c) the Agency will at all times that the Bonds and any Parity Debt are Outstanding havesufficient capacity to receive Tax Revenues in an amount at least equal to the remaining Debt Service onthe Bonds and any Parity Debt as well as all fixed debt service or other obligations of the Agency (includingsuch Subordinate Debt) payable from Tax Revenues.

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RISK FACTORS

Proposed Disestablishment of Redevelopment Agencies

Proposed Legislation

As part of the Governor’s 2011/12 Budget effort, the Proposed Legislation was introduced on behalfof the Governor on March 16, 2011 to, among other things, (a) prohibit new redevelopment agreements afterthe effective date of the Proposed Legislation, (b) disestablish redevelopment agencies as of July 1, 2011,(c) State-wide take $1.7 billion in what would have been redevelopment agency tax increment revenue forthe State general fund in 2011/12, and (d) thereafter have what would have been tax increment revenue inexcess of the amount required to pay existing debt and pass-through payment obligations of formerredevelopment agencies flow to local taxing agencies as regular property tax revenue (and not have thecharacter of being “tax increment revenue”). All debt service and other enforceable obligations of taxincrement of a redevelopment agency that were in existence prior to disestablishment would continue to bepaid, in effect as a protected allocation of property tax revenue, according to a “Recognized ObligationPayment Schedule” from a “Redevelopment Property Tax Fund”, a repository for the former tax incrementrevenue as collected, administered by the respective County Auditor-Controller, for the remaining life ofdebt service and other enforceable obligations of tax increment.

The Proposed Legislation, effective after disestablishment, creates successor agencies (generally thecity or county who formed the disestablished redevelopment agency) under an “oversight board” empoweredand directed, subject to vote of the board, to, where possible, undo agreements the redevelopment agencyhad entered into, including to the extent of using tax increment revenue to pay damages to do so, for thepurpose of generally liquidating redevelopment agency non-housing assets and commitments other than topay existing bonds and other enforceable obligations, with the intent of maximizing revenue to the State andlocal taxing agencies.

Finally, the Proposed Legislation would lengthen the statute of limitations (a) for the commencementof an action to review a determination or finding by a redevelopment agency or its legislative body, from90 days to two years after the determination or finding, if such determination or finding is made afterJanuary 1, 2011, and (b) for any action that is brought on or after January 1, 2011, to determine the validityof bonds issued by the redevelopment agency, from 60 days to two years after the date of the triggeringevent. Although the Agency does not believe there is any defect in the proceedings for the issuance of theBonds that could give rise to a successful challenge and Bond Counsel is providing its opinion with respectto the Bonds as set forth in “APPENDIX E” to this Official Statement, there could be an increased risk ofa legal challenge because the Agency is issuing the Bonds after January 1, 2011, and any such challengecould affect the market price of the Bonds on the secondary market.

If the Proposed Legislation became law, it is unknown whether any agreement of the Agency withthe City or BART in respect to the Project would be challenged by an oversight board created under theProposed Legislation, or what the outcome of such a challenge would be. As of the date of this OfficialStatement the Proposed Legislation failed by one vote to pass in the State Assembly, there have been nosubsequent attempts at passage and it has not been brought to a vote in the State Senate . On the other hand,without giving details or firm timing, the Governor’s 2011-12 Budget May Revision released on May 10,2011 indicated that disestablishing redevelopment agencies and flowing tax increment revenue through tolocal taxing agencies to the maximum extent possible, presumably along the lines of the ProposedLegislation, remain goals of the Governor. While the Proposed Legislation was introduced as “urgency

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legislation”, so requiring two-thirds legislative approval, if it or similar legislation were part of the 2011-12Budget Act, presumably it would require only the simple majority legislative adoption of the Budget Act.

Since the introduction of the Proposed Legislation, additional legislation has variously beenproposed or introduced by others, that would, if enacted, modify how redevelopment projects and financeproceed going forward, but none appear to have a potential retroactive reach similar to the ProposedLegislation, nor do any appear to challenge existing tax allocation bonds, though they may affect taxincrement revenue coverage covenants or calculations in connection with existing bond issues..

It is unknown whether the Proposed Legislation or other legislative proposals to limit or prohibitredevelopment agency projects or obligations or curtail or take tax increment revenue ultimately will beenacted, or if enacted, will withstand court challenge. Any redevelopment agency disestablishmentlegislation would seem to at least have to be compatible with (a) Article XVI, Section 16 of the Stateconstitution establishing tax increment financing and requiring tax increment to be paid to redevelopmentagencies, (b) Article XIII, Section 25.5 of the State constitution prohibiting the transfer of tax increment tothe State, any agency of the State or any local jurisdiction and (c) State and federal constitutional provisionsprohibiting legislation impairing the obligation of contracts.

Constitutional Protections

Article I, section 10 of the United States Constitution provides that “No state shall...pass any...lawimpairing the obligation of contracts.” Article I, section 9 of the California Constitution provides that a “lawimpairing the obligation of contracts may not be passed.” Each of these provisions is generally referred toas a “contracts clause.” Federal courts have applied a fact-based three-part test to determine whether a statelaw violates the federal contracts clause. In general, the test compares any impairment against the significantand legitimate public purpose behind the state law; there is no absolute prohibition against impairment.

The United States Supreme Court has declared in the context of a New Jersey law that would haveretroactively repealed a 1962 statutory (but contractual) covenant that would have adversely impactedbondowners: “A governmental entity can always find a use for extra money, especially when taxes do nothave to be raised. If a State could reduce its financial obligations whenever it wanted to spend the moneyfor what it regarded as an important public purpose, the Contract Clause would provide no protection at all.”See United States Trust Co. of New York v. New Jersey (1977) 431 U.S. 1, 25-26.

The Agency cannot predict the applicable scope of “contract clause” protections to the Bonds andthe Indenture as they may ultimately be implemented in the face of legislation along the lines contemplatedby the Proposed Legislation, or any similar future legislation. Efforts to protect the rights of the owners ofthe Bonds and to enforce the terms of the Indenture, if necessary, could involve expense and delay includingwith respect to the determination of the applicable scope of the “contract clause” provisions. balanced its budget by requiring local political subdivisions, such as the County, the City and the Agency,to fund certain costs previously borne by the State.

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Risk to Sale and Delivery of Bonds:

IF LEGISLATION HAS BEEN INTRODUCED OR PROPOSED WHICH IF ENACTEDAND EFFECTIVE WOULD IMPOSE ADDITIONAL LIMITATIONS OR BURDENS ON THEAGENCY BY REASON OF THE ISSUANCE OF THE BONDS OR WHICH PURPORT TOPROHIBIT THE SALE OR ISSUANCE OF THE BONDS OR WHICH PURPORT TO PREVENTOR IMPAIR THE PLEDGE OF TAX REVENUES UNDER THE INDENTURE OR THERE IS NOTAN AGREEMENT AMONG BART, THE CITY AND THE AGENCY TO FUND AND BUILD THEPROJECT, THEN EITHER THE AGENCY OR THE UNDERWRITERS MAY ELECT NOT TOPROCEED WITH THE SALE OF THE BONDS IF SUCH OCCURS PRIOR TO THE SALE, ORWITH THE ISSUANCE AND DELIVERY OF THE BONDS IF SUCH OCCURS AFTER THESALE BUT PRIOR TO CLOSING.

Special Mandatory Redemption

The Bonds shall be subject to redemption in whole, or in part, on March 1, 2014, if, by action of lawor otherwise, the Agency, any successor to the Agency or any entity to whom Project Fund moneys aretransferred, is prevented from expending any of the Bond proceeds to finance the Project, from amounts ondeposit in the Project Fund and from any other moneys applied for such purpose, at a redemption price equalto one hundred percent (100%) of the principal amount thereof plus interest accrued thereon to the date fixedfor redemption, without premium.

Reduction in Taxable Value — Economic Factors, Property Damage and Appeals of Assessed Value

Tax Revenues allocated to the Agency are determined by the amount of incremental taxable valuein the Project Area and the current rate or rates at which property in the Project Area is taxed. The CountyAssessor’s assessed valuation, as defined by State law, does not purport to be based on market value of thetaxable property. The taxable value of property is based upon 100 percent of full cash value, which amountis usually not equal to the fair market value of the taxable property. See “PROPERTY TAXES:LEGISLATION, LIMITATIONS AND PRACTICES — Property Tax Limitations — Article XIIIA”herein. The reduction of taxable values of property in a project area caused by economic factors beyond theAgency's control, such as a relocation out of a project area by one or more major property owners, or thecomplete or partial destruction of such property caused by, among other eventualities, an earthquake or othernatural disaster, could cause a reduction in the Tax Revenues available to the Agency from which to pay debtservice on the Bonds.

Pursuant to State law, the County Assessor may determine that the current market value requires ageneral reduction in property tax assessments or a property owner may apply for a reduction of the propertytax assessment for such owner’s property by filing a written application in the form prescribed by the StateBoard of Equalization with the appropriate county assessment appeals board. A reduction in taxable valueswithin the Project Area and the refund of taxes which may arise out of successful appeals by property ownerswill affect the amount of Tax Revenues available for payment of debt service on the Bonds. See “ProjectArea — Major Property Owners” for a description of the major property taxpayers within the Project Areaand any outstanding appeals on these properties.

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Reduction in Inflationary Rate

As described in greater detail below, Article XIIIA of the State Constitution provides that the fullcash value base of real property used in determining taxable value may be adjusted from year to yearaccording to the consumer price index or comparable local data, with increases not to exceed 2 percentannually. Such measure is computed on a calendar year basis. The inflationary rate for the State was setat a negative 0.237 percent for adjusting assessed values for fiscal year 2010/11 and is set at a positive 0.753percent for adjusting assessed values for fiscal year 2011/12. For most years in the past the rate has beenset at the maximum 2 percent. “APPENDIX F - FISCAL CONSULTANT’S REPORT” and“PROPERTY TAX COLLECTION AND DEBT SERVICE COVERAGE - Estimated Debt ServiceCoverage” herein assume a maximum inflationary rate of 1 percent. The Agency is unable to predict if anyadjustments to the full cash value base of real property within the Project Area, whether an increase or areduction, will be realized in future years. A reduction could reduce the Tax Revenues available to theAgency for the payment of debt service on the Bonds. See “APPENDIX F - FISCAL CONSULTANT’SREPORT” and “PROPERTY TAX COLLECTION AND DEBT SERVICE COVERAGE - EstimatedDebt Service Coverage” herein and “Limitations on Tax Revenues and Possible Spending Limitations”herein.

Levy and Collection

The Agency has no independent power to levy and collect property taxes. Any reduction in thetaxable valuation of the Project Area, the applicable tax rate or the implementation of any constitutional orlegislative property tax decrease could reduce the Tax Revenues available to the Agency from which to paydebt service on the Bonds. Likewise, although not currently a factor, delinquencies in the payment ofproperty taxes could have an adverse effect on the Agency's ability to make timely debt service payments. See “PROPERTY TAXATION — Teeter Plan” herein. See “PROPERTY TAX COLLECTION ANDDEBT SERVICE COVERAGE” herein for the historical amounts of gross tax increment revenues receivedby the Agency.

Seismic Factors

The Project Area is located within the seismically active San Francisco Bay Region. The majorfaults in the region are capable of generating strong earthquakes (Richter magnitudes 6.0 and above) duringthe project lifetime. Major earthquake faults in the region include the San Andreas, Hayward-Rogers Creekand Calaveras Faults. The San Andreas Fault is located approximately 11 miles to the west and theCalaveras Fault is approximately 5 miles to the east of the Project Area. The Hayward-Rogers Creek faultruns directly through the Project Area. A moderate to major earthquake along the Hayward-Rogers CreekFault is most likely to generate the strongest ground shaking within the Project Area.

The Fremont vicinity has been shaken by moderate to severe earthquakes an estimated sixty timesin the recorded history of the area. Most of these events were centered on the Hayward-Rogers Creek, SanAndreas, and Calaveras Faults, or on local faults associated with these three fault systems. Two majorearthquakes centered on the Hayward-Rogers Creek Fault struck Fremont during the mid and late 1800's. The largest relatively recent major earthquake on the Hayward-Rogers Creek Fault occurred in 1933 and wascentered near the mouth of Niles Canyon, about 2.5 miles northwest of the Project Area.

Estimates released in April 2008 by the US Geological Survey suggest a 31 percent probability onthe Hayward-Rogers Creek Fault and 21 percent probability on the northern San Andreas Fault of a 6.7 orgreater (Richter scale) magnitude earthquake by the year 2037. An earlier report suggests a 62 percent

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probability of an earthquake of a 6.7 or greater magnitude somewhere in the San Francisco Bay Area by theyear 2036 . All of these probabilities are for anywhere along an entire fault; an earthquake measured at onelocation on a fault is not necessarily of the same magnitude measured at a more distant location on the fault.

The City has adopted a Seismic Safety Element to the City's General Plan and implemented theElement's recommendation by ordinance. The ordinance specifies development restrictions andrequirements for engineering and geologic reports based on the type of project, intensity of use andproximity to the identified hazard zones. City development has generally avoided those areas of highest riskand General Plan policy prevents development in the known highest risk areas.

PROPERTY TAXATION

County Services

In California, taxing agencies within each county, including cities, use the services of that countyfor the assessment of property values and collection of property taxes. All property taxes and assessmentson property due all taxing agencies in each county generally are included on the same unified tax bill fromthe county to property owners twice each year, based on the same county administered tax rolls. Propertytax revenue is apportioned by each county according to purpose and taxing agency as prescribed by Statelaw to that county and all cities, school districts, special districts and other agencies within that county withproperty tax levies.

Assessed Valuation

All property is assessed using full cash value as defined by Article XIIIA of the CaliforniaConstitution (the “Constitution”). State law exempts from taxation $7,000 of the full cash value of anowner-occupied dwelling, provided that the owner files for such exemption. This exemption does not resultin any loss of tax revenue to local agencies, since the State reimburses local agencies for the value of taxeson exempted property. State law also provides exemptions from ad valorem property taxation for certainclasses of property based on ownership or use, such as churches, colleges, non-profit hospitals and charitableinstitutions; the State does not reimburse local agencies for any tax not levied due to these exemptions. Stateand federal government property also is not taxed.

For assessment and collection purposes, property is classified as either “secured” or “unsecured”and is listed accordingly on separate parts of the assessment roll. The “secured roll” is that part of theassessment roll containing State-assessed property and other property having a tax lien which is sufficient,in the opinion of the assessor, to secure payment of the taxes. Unsecured property comprises all othertaxable property. Unsecured property is assessed on the “unsecured roll.” Every tax levied by a county thatbecomes a lien on secured property has priority over all present and future private liens arising pursuant toState law on the secured property, regardless of the time of the creation of the other liens. A tax levied onunsecured property does not become a lien against the taxed unsecured property, but may become a lien onother property owned by the taxpayer. Valuation of secured property and a statutory tax lien is establishedas of January 1 prior to the tax year (the tax year is the July 1 - June 30 fiscal year of the State) of the relatedtax levy, and the secured and unsecured tax rolls are certified as of July 1 of the tax year by the CountyAssessor. New property and improvements are assessed and added to “supplemental” rolls during the yearacquired or improvements are completed, and taxed at the secured or unsecured rate then in effect, as the

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case may be, for the remaining portion of that year. The next year and thereafter such assets are assessedon the regular tax rolls.

Future growth in assessed valuation allowed under Article XIIIA is allocated on the basis of “situs”among the jurisdictions that serve the tax rate area within which the growth occurs. Local agencies andschool districts will share the growth of “base” revenues from the tax rate area. Each year's growthallocation becomes part of each agency's allocation in the following year.

See “AGENCY INFORMATION” herein for a history of assessed valuation and a list of thelargest secured tax payers for the current tax year within the Agency.

State-Assessed Utility Property

The Constitution provides that the State Board of Equalization (the “SBE”) rather than countiesassess certain property owned or used by regulated utilities. Such property is grouped and assessed by theSBE as “going concern” operating units, which may cross local tax jurisdiction boundaries, rather than asindividual parcels of real or personal property separately assessed. Such utility property is known as“unitary property.” The SBE assesses property at “fair market value,” determined by various methods andformulae depending on the nature of the property, except that certain railroad property is assessed at aspecified percentage of the fair market value determined by the SBE, in conformity with federal law. TheSBE assesses values as of January 1 prior to the tax year of the related tax levy. Property tax on SBE-assessed property is then levied and collected by each county in the same manner as county assessedproperty, but at special county-wide tax rates, and distributed to each taxing agency within that county,subject to certain adjustments, according to the approximate percentage allocated to each taxing agency inthe prior year.

Recent changes in the California electric utility industry structure and in the way in whichcomponents of that industry are regulated and owned, including the sale of electric generation assets tolargely unregulated, non-utility companies, have caused some property that had been assessed by the SBEto be assessed locally instead. A change in property status from assessment by the SBE to assessmentlocally or the reverse may result in a change in property tax revenue received by local agencies and anadjustment in any ad valorem tax rates and debt capacity for local agency bonds.

Tax Levies, Collections and Delinquencies

Property tax rates are set by the first business day of September of the tax year of the related taxlevy. The secured property tax is payable in two equal installments due November 1 and February 1, andpayments become delinquent if not postmarked or paid by end of business day on December 10 andApril 10, respectively. Taxes on unsecured property (personal property and leasehold interests) are leviedat the preceding fiscal year's secured tax rate and have a due date set by each county effective no earlier thanJuly 1 and no later than July 31 of each year. Taxes on unsecured property become delinquent if notpostmarked or paid by end of business day on August 31, or if added to the unsecured roll after July 31,become delinquent at the end of the month succeeding the month of enrollment.

A 10% penalty attaches to any delinquent payment for secured roll taxes. In addition, property onthe secured roll for which taxes are delinquent becomes tax-defaulted. Such property may thereafter beredeemed by payment of the delinquent taxes and the delinquency penalty, plus a redemption penalty of1.5% per month to the time of redemption. If taxes are unpaid for a period of five years or more, theproperty is subject to auction sale by the County Tax-Collector.

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In the case of unsecured property taxes, a 10% penalty attaches to delinquent taxes on property onthe unsecured roll, and after the last day of the second month after the 10% penalty attaches, an additionalpenalty of 1.5% per month begins to accrue, and a lien is recorded against the assessee. The taxing authoritymay collect delinquent unsecured personal property taxes by: (a) a civil action against the taxpayer; (b) filinga certificate of delinquency in the office of the County Clerk specifying certain facts in order to obtain ajudgment lien on specific property of the taxpayer; and (c) seizure and sale of personal property,improvements or possessory interests belonging or assessed to the assessee.

Supplemental roll taxes are due on the date mailed. If the tax bill is mailed within the months ofJuly through October, the first installment shall become delinquent at 5 p.m., or the end of the business day,whichever is later, on December 10 of the same year and the second installment shall become delinquent at5 p.m., or the end of the business day, whichever is later, on April 10 of the next year; if the bill is mailedwithin the months of November through June, the first installment shall become delinquent at 5 p.m., or theend of the business day, whichever is later, on the last day of the month following the month in which thebill is mailed and the second installment shall become delinquent at 5 p.m., or the end of the business day,whichever is later, on the last day of the fourth calendar month following the date the first installment isdelinquent. A 10% penalty attaches to any delinquent payment for supplemental roll taxes.

All tax due dates and delinquency dates become the next business day if they fall on a day that isnot a business day.

Teeter Plan

The Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the“Teeter Plan”) has been adopted by 53 of the 58 counties, including the County, as provided for in Section4701 et seq. of the State Revenue and Taxation Code. Under the Teeter Plan, each participating localagency, including cities, levying property taxes in a county receives the amount of uncollected taxescredited to its fund, in the same manner as if the amount credited had been collected. In return, the countyreceives and retains delinquent payments, penalties and interest as collected, that would have been due thelocal agency. However, although a local agency receives the total levy for its property taxes without regardto actual collections, to the extent of a reserve established and held by its county for this purpose, the basiclegal liability for property tax deficiencies at all times remains with the local agency. The Teeter Plan is toremain in effect unless the county board of supervisors orders its discontinuance or unless, prior to thecommencement of any fiscal year of the county, the board of supervisors receives a petition for itsdiscontinuance from two-thirds of the participating revenue districts in the county. The board of supervisorsmay, after holding a public hearing on the matter, discontinue the procedures under the Teeter Plan withrespect to any tax levying agency in its county.

The City has elected not to participate in the County Teeter Plan. That means that the City suffersany delinquencies but gains all penalty and interest amounts when such delinquencies are collected.

Article XIIIA of the California Constitution

Article XIIIA of the Constitution of the State limits the amount of ad valorem taxes on real propertyto 1% of “full cash value” of the property as determined by the county assessor. Article XIIIA defines “fullcash value” to mean “the county assessor's valuation of real property as shown on the 1975/76 tax bill under‘full cash value’ or, thereafter, the appraised value of real property when purchased, newly constructed, ora change in ownership has occurred after the 1975 assessment,” subject to exemptions in certaincircumstances of property transfer or reconstruction. The “full cash value” is subject to annual adjustment

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to reflect increases, not to exceed 2% for any year, or decreases in the consumer price index or comparablelocal data, or to reflect reductions in property value caused by damage, destruction or other factors.

Article XIIIA requires a vote of two-thirds of those voting in an election in a city, county, specialdistrict or other public agency to impose special taxes. Article XIIIA exempts from the 1% tax limitationany taxes above that level required to pay debt service (a) on any indebtedness approved by the voters priorto July 1, 1978, and (b) on any bonded indebtedness approved by two-thirds of the votes cast by the votersfor the acquisition or improvement of real property on or after July 1, 1978. In addition, Article XIIIArequires the approval of two-thirds of all members of the State Legislature to change any State taxes for thepurpose of increasing tax revenues, and prohibits the State Legislature from imposing any new ad valorem,sales or transaction taxes on real property.

Legislation has been enacted and amended a number of times since 1978 to implementArticle XIIIA. Under current law, local agencies are no longer permitted to levy directly any property tax(except to pay voter-approved indebtedness). The 1% property tax is automatically levied by the county anddistributed according to a formula among taxing agencies. The formula apportions the tax roughly inproportion to the relative shares of taxes levied prior to 1979.

That portion of annual property tax revenues generated by increases in assessed valuations withineach tax rate area within a county, subject to redevelopment agency, if any, claims on tax increment andsubject to changes in organization, if any, of affected jurisdictions, is allocated to each jurisdiction withinthe tax rate area in the same proportion that the total property tax revenue from the tax rate area for the prioryear was allocated to such jurisdictions.

All taxable property is shown at “full cash value” on the tax rolls. The tax rate is expressed as $1per $100 of taxable value.

Litigation Involving Assessment Practices

Section 51 of the California Revenue and Taxation Code allows properties which have beenreassessed to a lower value by the county assessor as a result of natural disasters, economic downturns orother factors, to be reassessed at a higher value later, up to the pre-decline value of the property, plus theaggregate of any annual increases, up to 2% annually, occurring for any years between reduction and such“recapture” of assessed value, according to the extent of restoration of value following repairs, economicupturn or other factors. Such recapture of assessed value, when it occurs, may represent more than a 2%increase in that year. In 2003, an Orange County Superior Court ruled that a reassessment to a lower valuecreates a new “base year value” under Article XIIIA and that subsequent increases in assessed value ofproperty in excess of 2% in a single year violate Article XIIIA (see “PROPERTY TAXATION - ArticleXIIIA of the California Constitution” herein). Orange County submitted an appeal of the case to theState’s Fourth District Court of Appeal. On March 26, 2004, this Appeals Court ruled that a new “base yearvalue” was not created by a reduction in assessed value pursuant to Section 51 of the California Revenueand Taxation Code, effectively upholding Section 51 and the ability of county assessors to reassess upwardsin excess of 2% in one year subsequent to such a reduction.

Article XIIIB of the California Constitution

Article XIIIB to the California Constitution, the so-called Gann Initiative, among other things, limitsthe annual appropriations of the State and any city, county, school district, agency or other politicalsubdivision of the State to the level of appropriations for the prior fiscal year, adjusted for changes in thecost of living, population and services rendered by the governmental entity.

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The State Legislature has added Section 33678 to the Law which provides that the allocation of taxesto a redevelopment agency for the purpose of paying principal of, or interest on, loans, advances, orindebtedness shall not be deemed the receipt by such agency of proceeds of taxes levied by or on behalf ofthe agency within the meaning of Article XIIIB, nor shall such portion of taxes be deemed receipt of taxesby, or an appropriation subject to the limitation of, any other public body within the meaning or for thepurposes of the Constitution and laws of the State, including Section 33678 of the Law. Theconstitutionality of Section 33678 has been upheld in two State appellate court decisions, Brown v.Community Redevelopment Agency of the City of Santa Ana and Bell Community Redevelopment Agencyv. Woosley. The plaintiff in Brown petitioned the California Supreme Court for a hearing of this case. TheCalifornia Supreme Court formally denied the petition and therefore the earlier court decisions are now finaland binding. On the basis of these court decisions, the Agency does not believe it is subject to Article XIIIBand has not adopted an appropriations limit.

Articles XIIIC and XIIID of the California Constitution

Articles XIIIC and XIIID of the California Constitution affect the ability of local government toraise revenues, but do not apply to tax increment.

Proposition 87

On November 8, 1988, the voters of the State approved Proposition 87, which amended Article XVI,Section 16 of the California Constitution to provide that property tax revenue attributable to the impositionof taxes on property within a redevelopment project area for the purpose of paying debt service on bondedindebtedness issued by a taxing agency and approved by the voters of the taxing agency afterJanuary 1, 1989, will be allocated solely to the payment of such indebtedness and not to redevelopmentagencies. Because this provision is not retroactive, such bonded indebtedness approved prior toJanuary 1, 1989 will continue to provide tax overrides to the Agency so long as such indebtedness remainsoutstanding. However, pursuant to Health and Safety Code Section 33607.8 the Agency has entered intoa series of Pass -Through Agreements with the Alameda County Water District to pay the Alameda CountyWater District 80 percent of its tax override approved prior to 1978 with respect to the Irvington, Niles andCenterville Areas. See “Project Area — Pass -Through Agreements” herein.

Property Tax Administrative Costs

In 1990, the Legislature enacted SB 2557, which allows counties to charge fees to local jurisdictions(including redevelopment agencies) for the cost of preparing and overseeing the tax roll.

Assembly Bill 1290 — Redevelopment Time Limits

In 1993, the State legislature passed Assembly Bill (“AB”) 1290, which, among other things,required redevelopment agencies to adopt time limits in each redevelopment plan specifying: (a) the last dateto incur debt for a redevelopment project; (b) the last date to undertake redevelopment activity within aproject area; and (c) the last date to collect tax increment revenue from a project area to repay debt. AB 1290 does not affect the validity of any bond, indebtedness or other obligation authorized prior toJanuary 1, 1994, nor does it affect the right of an agency to receive property taxes to pay such indebtednessor other obligation.

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The time limits imposed by AB 1290 apply individually to each of the sub-areas now consolidatedinto the Project Area, as well as, in the case of the Irvington and Niles Areas, individually to specificterritory added by amendment to each of these sub-areas. The time limits contained in the RedevelopmentPlan comply with the maximum time limits authorized by AB 1290.

See “Project Area — Redevelopment Plan Limits” and “APPENDIX F — FISCALCONSULTANT’S REPORT” herein for information on plan limits and tax increment revenue collectiontermination dates for the Project Area.

Statement of Indebtedness

Under the Law, the Agency must file with the County Auditor a statement of indebtedness for themerged Project Area by October 1, each year. As described below, the statement of indebtedness controlsthe amount of tax increment revenue that will be paid to the Agency in each fiscal year.

Each statement of indebtedness is filed on a form prescribed by the State Controller and specifies,among other things: (a) the total amount of principal and interest payable on all loans, advances orindebtedness (including the Bonds and all Parity Debt) (the “Debt”), both over the life of the Debt and forthe current fiscal year; and (b) the amount of “available revenue” as of the end of the previous fiscal year.Available revenue for the purposes of the statement of indebtedness (“Available Revenue”) is calculated bysubtracting the total payments on Debt during the previous fiscal year from the total revenues (both taxincrement revenue and other revenues) received during the previous fiscal year, plus any carry forward fromthe prior fiscal year. Available Revenues include amounts held by the Agency and irrevocably pledged tothe payment of Debt, but do not include amounts in the Housing Fund.

The County Auditor may only pay tax increment revenue to the Agency in any fiscal year to theextent that the total remaining principal and interest on all Debt exceeds the amount of Available Revenueas shown on the statement of indebtedness.

The statement of indebtedness constitutes prima facie evidence of the indebtedness of the Agency;however, the County Auditor may dispute the statement of indebtedness in certain cases. Section 33675provides for certain time limits controlling any dispute of the statement of indebtedness, and allows forSuperior Court determination of such dispute in the event it cannot be resolved by the Agency and theCounty. Any such action may only challenge the amount of the Debt as shown on the statement, and notthe validity of any Debt or related contract or the expenditures related thereto. No challenge can be madeto payments to a trustee in connection with a bond issue or payments to a public agency in connection withpayments by that public agency with respect to a lease or bond issue.

The Agency expects that its annual statements of indebtedness will permit the Agency to collect thetotal tax increment generated in the Project Area to which it is otherwise entitled to collect.

ERAF and SERAF Payments

As a part of its Revised 2009/10 Budget legislation, the State enacted ABX4 - 26, which shifted $1.7billion in 2009/10 and $350 million in 2010/11 out of city and county redevelopment agencies into“Supplemental Education Revenue Augmentation Funds” (“SERAF”) in each county for payment only toschool districts and county offices of education wholly or partially within redevelopment agency projectareas and used only to serve students living within project areas or in housing supported by redevelopmentfunds. SERAF are deemed by the State to be property tax revenue of the receiving school district or countyoffice of education that reduces dollar for dollar the State’s requirement to fund any shortfall there may be

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between the recipient district’s or county office’s own property tax revenue and its revenue limit fundingentitlement under Proposition 98; it alters only the mix, not the total amount of revenue limit fundingreceived by a school district.

The California Redevelopment Association, an association of California redevelopment agencies,and others, filed a law suit aimed at overturning ABX4 - 26 as a violation of the State constitutionalrequirement that redevelopment agency tax increment be used for redevelopment purposes. On May 4,2010, the Sacramento Superior Court found in favor of the State and other defendants, upholding theprovisions of ABX4 - 26. The State had enacted a somewhat similar taking of redevelopment agency taxincrement for ERAF, without requiring any relationship with a redevelopment project area for receipt offunds, in the 2008/09 State budget that was overturned by the same Sacramento Superior Court on April 30,2009. The central argument in that decision was that taking redevelopment agency tax increment to balancethe State budget was not a redevelopment purpose under the Law. The State dropped its appeal of thatdecision on September 28, 2009, making that decision final. In response, the State enacted ABX4 - 26. Inthe May 4, 2010 decision, among other things, the Superior Court found that the ABX4 - 26 restriction onSERAF disbursements to only school districts and county offices of education located wholly or partiallywithin a redevelopment project area and used only to serve students living within a project area or in housingsupported by redevelopment funds means SERAF disbursements are for redevelopment purposes, regardlessof whatever other purposes may be met; the fact that the State enacted this legislation in order to helpbalance the State budget was found to be immaterial to the constitutionality of ABX4 - 26. The CaliforniaRedevelopment Association is appealing this decision. Whether this appeal will be successful is unknown. Going forward, the constitutional provisions enacted by Proposition 22 (see below), among other things,prohibit ERAF and SERAF and similar takings from redevelopment and other local agencies by the State.

ERAF and SERAF payments by redevelopment agencies were and are subordinate to pledges of taxincrement revenue for payment of their tax allocation bonds.

Proposition 22 - Further Limit on State Use and Shifts of Local Government Funds

Proposition 22, The Local Taxpayer, Public Safety, and Transportation Protection Act, approvedby the voters of the State on November 2, 2010, reduces or eliminates the State’s authority: (a) to use Statefuel tax revenues to pay debt service on state transportation bonds; (b) to borrow or change the distributionof state fuel tax revenues; (c) to direct redevelopment agency property taxes to any other local government;(d) to temporarily shift property taxes from cities, counties, and special districts to schools; (e) and to usevehicle license fee revenues to reimburse local governments for state mandated costs. As a result,Proposition 22 impacts resources in the State’s general fund and transportation funds, the State’s mainfunding source for schools and community colleges, as well as universities, prisons and health and socialservices programs. According to an analysis of Proposition 22 submitted by the LAO on July 15, 2010, theexpected reduction in resources available for the State to spend on these other programs as a consequenceof the passage of Proposition 22 will be approximately $1 billion in fiscal year 2010/11, with an estimatedimmediate fiscal effect equal to approximately 1 percent of the State’s total General Fund spending. Thelonger-term effect of Proposition 22, according to the LAO analysis, will be an increase in the State’sgeneral fund costs by approximately $1 billion annually for several decades.

Future Initiatives and Changes in Law

Article XIIIA and Article XIIIB were each adopted as measures that qualified for the ballot pursuantto State's initiative process. From time to time other initiative measures could be adopted, further affectingAgency revenues or the Agency's ability to expend revenues.

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There can be no assurance that the Legislature will not enact legislation that will amend the Law orother laws or the Constitution of the State resulting in a reduction of Tax Revenues, and consequently havean adverse effect on the Agency’s ability to pay debt service on the Bonds.

PROPERTY TAX COLLECTION AND DEBT SERVICE COVERAGE

Historic Tax Increment Revenues

Set forth below is a summary of the Project Area's historical assessed valuations and tax incrementrevenues. Gross tax increment revenues as shown in the following table are amounts allocated to theAgency, before County administrative fees.

REDEVELOPMENT AGENCY OF THE CITY OF FREMONT Project Area

Historical Assessed Valuations and Tax Increment Revenues

2006/07 2007/08 2008/09 2009/10 2010/11(a)

Secured Assessed Value $2,869,599,750 $3,190,606,805 $3,448,012,504 $3,439,717,623 $3,248,782,963Utility Assessed Value 849,192 264,846 264,846 264,846 264,846Unsecured Assessed Value 533,100,357 563,756,768 554,175,325 614,480,593 584,290,763Total Assessed Value $3,403,549,299 $3,754,628,419 $4,002,452,675 $4,054,463,062 $3,833,338,572

Percent Change vs. Prior Year 6.0% 10.3% 6.6% 1.3% -5.5%

Base Year Assessed Value $376,991,085 $376,963,584 $376,963,584 $376,963,584 $376,963,584Incremental Assessed Value 3,026,558,214 3,377,664,835 3,625,489,091 3,677,499,478 3,456,374,988Total Assessed Value $3,403,549,299 $3,754,628,419 $4,002,452,675 $4,054,463,062 $3,833,338,572

Gross Tax Increment $31,860,705 $37,104,734 $38,244,093 $37,616,114 $35,124,413

(a) Does not include Supplemental Roll assessed value or tax increment.

Source: Redevelopment Agency of the City of Fremont

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Secured Tax Charges

The following table shows the previous five years' history of the property tax levies within theProject Area. The County does not report separate tax delinquency rates for the Project Area. SeeAPPENDIX B - “CITY OF FREMONT GENERAL INFORMATION AND ECONOMICS” forinformation on secured tax charges and delinquencies for the City.

REDEVELOPMENT AGENCY OF THE CITY OF FREMONT Project Area

Secured Tax Charges

Fiscal Year Secured Tax Charge(a)

2005/06 $28,109,8192006/07 30,015,6462007/08 33,513,0502008/09 35,977,3552009/10 36,483,243

(a) One percent general tax levy.

Source: California Municipal Statistics

Estimated Debt Service Coverage

The following table projects the annual ratios between the Agency’s total non-housing debt serviceand its available Tax Revenues. The table is based upon the Tax Revenues in the amounts projected by theAgency for fiscal year 2010/11 based upon the actual assessed valuation for the Project Area, withoutestimated supplemental rolls, as advised by the County (see “Historic Tax Revenues” herein), anassumption of no growth in secured roll assessed valuation for 2011/12, and an assumption of 1% annualgrowth in secured roll assessed valuation thereafter. The projections assume no growth in unsecured rollor unitary assessed valuation in any year, and the continuation of a one percent basic ad valorem propertytax rate. There is no assurance that actual Tax Revenues will be equal to the amounts projected by theAgency.

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REDEVELOPMENT AGENCY OF THE CITY OF FREMONT Project Area

Estimated Debt Service Coverage

YearEndingJune 30

Gross TaxIncrementRevenues

Less: County

Admin. Fee

Equals: Net Tax

IncrementRevenues(a)

Less: Non-subordinated

Pass-Throughs

Less:Housing Set

Aside Revenues

Equals:Available

Tax RevenuesDebt Service

On The Bonds(b)

Debt Service Coverage(Times)

Less:SERAF

Payments

Less:Subordinated Pass-Throughs

Equals:Avail. for Non-

HousingProjects and

Admin.

2011 $35,124,413 $389,810 $34,734,603 $2,083,439 $7,024,883 $25,626,282 $7,692,795 3.33 $2,245,883 $12,673,676 $3,013,9282012 34,202,501 379,695 33,822,806 2,080,859 6,840,500 24,901,447 10,572,400 2.36 0 10,191,106 4,137,9412013 34,517,337 383,228 34,134,110 2,138,549 6,903,467 25,092,093 10,570,800 2.37 0 10,261,982 4,259,3102014 34,835,259 386,795 34,448,464 2,194,516 6,967,052 25,286,896 10,572,300 2.39 0 10,333,609 4,380,9872015 35,156,296 390,399 34,765,897 2,252,425 7,031,259 25,482,213 10,571,800 2.41 0 10,414,298 4,496,1152016 35,480,477 394,039 35,086,439 2,312,912 7,096,095 25,677,431 10,569,050 2.43 0 10,495,903 4,612,4782017 35,807,834 397,715 35,410,119 2,369,984 7,161,567 25,878,568 10,573,800 2.45 0 10,578,431 4,726,3372018 36,138,396 401,427 35,736,968 2,429,647 7,227,679 26,079,643 10,570,300 2.47 0 10,661,891 4,847,4522019 36,472,194 405,177 36,067,016 2,489,905 7,294,439 26,282,672 10,573,550 2.49 0 10,746,292 4,962,8312020 36,809,258 408,965 36,400,294 2,550,767 7,361,852 26,487,675 10,572,800 2.51 0 10,831,641 5,083,2342021 37,149,621 412,790 36,736,832 2,615,397 7,429,924 26,691,511 10,573,050 2.52 0 10,917,947 5,200,5132022 37,493,314 416,653 37,076,661 2,680,671 7,498,663 26,897,327 10,572,275 2.54 0 11,005,219 5,319,8322023 37,840,369 420,555 37,419,813 2,754,301 7,568,074 27,097,439 10,568,713 2.56 0 11,093,466 5,435,2612024 38,190,817 424,497 37,766,320 2,828,666 7,638,163 27,299,491 10,570,225 2.58 0 11,182,695 5,546,5712025 38,544,691 428,477 38,116,214 2,903,777 7,708,938 27,503,499 10,569,825 2.60 0 11,272,915 5,660,7592026 38,902,024 432,497 38,469,526 2,979,640 7,780,405 27,709,482 10,572,025 2.62 0 11,364,136 5,773,3212027 39,262,849 436,558 38,826,291 3,056,263 7,852,570 27,917,457 10,570,625 2.64 0 11,456,366 5,890,4662028 39,627,198 440,659 39,186,539 3,133,655 7,925,440 28,127,445 10,570,313 2.66 0 11,549,614 6,007,5182029 39,995,107 444,801 39,550,305 3,216,509 7,999,021 28,334,775 10,572,500 2.68 0 11,643,890 6,118,3852030 40,366,608 448,985 39,917,623 3,304,961 8,073,322 28,539,340 10,570,625 2.70 0 11,739,202 6,229,5132031 37,597,571 418,625 37,178,947 2,650,653 7,519,514 27,008,779 10,568,438 2.56 0 11,835,559 4,604,7832032 37,944,144 422,538 37,521,606 2,727,029 7,588,829 27,205,749 10,569,375 2.57 0 11,932,971 4,703,4022033 38,294,091 426,490 37,867,600 2,804,626 7,658,818 27,404,156 10,571,563 2.59 0 12,031,448 4,801,1462034 38,647,443 430,482 38,216,961 2,879,453 7,729,489 27,608,019 10,573,125 2.61 0 12,130,998 4,903,8962035 39,004,233 434,514 38,569,719 3,873,832 7,800,847 26,895,040 10,572,188 2.54 0 12,231,631 4,091,2222036 39,364,494 438,587 38,925,908 4,884,097 7,872,899 26,168,912 10,571,875 2.48 0 12,333,357 3,263,680

$972,768,539 $10,814,958 $961,953,581 $72,196,533 $194,553,709 $695,203,341 $271,976,335 $2,245,883 $292,910,243 $128,070,881

(a) Estimates are calculated on the basis of 2010/11 actual assessed valuation (but no supplemental roll), no growth in secured roll assessed value for 2011/12 and thereafter assumes a 1% annual increase in secured rollassessed value. No increase in unsecured roll or unitary assessed value and no tax overrides for bonded indebtedness of taxing agencies is assumed for any year.

(b) Annual amounts are estimated debt service payments payable from fiscal year Tax Revenue, which are then made on the Bonds on March 1 of each fiscal year and September 1 of the following fiscal year. TheReserve Account is expected to fully fund debt service payments for bond year 2035/36.

Source: Redevelopment Agency of the City of Fremont and Seifel Consulting Inc.

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THE AUTHORITY

The Authority is a joint exercise of powers authority created by and between the City and theAgency for the purpose of facilitating the financing of projects by the City or the Agency. The Authorityis empowered to act to purchase and sell the Bonds in this financing.

THE REDEVELOPMENT AGENCY OF THE CITY OF FREMONT

Agency

The Agency was activated in 1976, by ordinance of the City Council pursuant to the Law. The fivemembers of the City Council serve as the governing body of the Agency, and exercise all rights, powers,duties and privileges of the Agency.

Management and Administration

The City Manager serves as Executive Director of the Agency, the City Clerk serves as the Secretaryof the Agency, the City Treasurer serves as Treasurer of the Agency, and the City Attorney serves as AgencyCounsel.

The Agency has an arrangement with the City for financial assistance and services, facilities andpersonnel support. As moneys become available, the Agency reimburses the City for all such servicesperformed in amounts equal to a portion of the gross salary and employee fringe benefits for certain Cityemployees utilized by the Agency plus other miscellaneous operating and equipment costs.

The Law requires redevelopment agencies to have an independent financial audit conducted eachyear. The financial audit is also required to include an opinion on the Agency's compliance with laws,regulations and administrative requirements governing activities of the Agency. The firm of Caporicci &Larson, Oakland, California, prepared a Basic Financial Statement and Independent Auditors’ Report forthe Agency for the fiscal year ended June 30, 2010 (“Audit Report”) which is included in Appendix A. Thefirm’s examination was made in accordance with generally accepted auditing standards.

The basic financial statements of the Agency as of June 30, 2010 and for the year then ended,attached hereto as “APPENDIX A – AUDITED FINANCIAL STATEMENTS OF THEREDEVELOPMENT AGENCY OF THE CITY OF FREMONT FOR FISCAL YEAR ENDEDJUNE 30, 2010,” have been audited by Caporicci and Larson, Inc., A Subsidiary of Marcum, LLP, independent auditors, as stated in their report dated January 28, 2011 appearing therein. The Agency'sauditor was not involved in the preparation of this Official Statement and the consent of the Agency's auditorto include in this Official Statement the aforementioned statements and report was not requested and thebasic financial statements of the Agency and the report are provided as publicly available documents.

Powers

The Agency is charged with the goal of eliminating blight within the Project Area through theprocess of redevelopment. Section 33020 of the Law defines redevelopment as the planning, development,replanning, redesign, clearance, reconstruction or rehabilitation, or any combination of these, of all or part

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of a survey area and the provision of such residential, commercial, industrial, public or other structures orspaces as may be appropriate or necessary in the interest of the general welfare, including recreational andother facilities incidental or appurtenant to them. Generally, this process may involve land assembly anddisposition, provision of necessary public improvements and infrastructure, and provision of other formsof assistance to qualified property owners. The Agency can clear buildings and other improvements anddevelop as a building site any real property owned or acquired, and in connection with such development,cause streets, highways and sidewalks to be constructed or reconstructed and public utilities to be installed.

The Agency may, out of the funds available to it for such purposes, pay for all or part of the valueof land and the cost of buildings, facilities, structures or other improvements to be publicly owned to theextent that such improvements are of benefit to the Project Area and no other reasonable means of financingis available. The Agency must sell or lease remaining property within the Project Area for redevelopmentby others in strict conformity with the Redevelopment Plan, and may specify a period within which suchredevelopment must begin and be completed.

The Agency may acquire property through voluntary purchase. The Redevelopment Plan does notcurrently grant the Agency the power to acquire property by eminent domain.

The Agency is authorized and directed to expend moneys deposited in the Housing Fund only toimprove, increase or preserve the supply of low and moderate income housing within the Project Area or,upon appropriate finding by the City Council, outside the Project Area in other parts of the City.

All powers of the Agency are vested in its five governing members. The Agency exercises all ofthe governmental functions authorized under the Law in carrying out projects and has sufficient broadauthority to acquire, develop, administer and sell or lease property, including the right of eminent domainand the right to issue bonds, notes and other evidences of indebtedness and expend their proceeds.

Financial Summary

The accounts of the Agency are organized on the basis of funds and account groups. The operationsof each fund are accounted for with a separate set of self-balancing accounts that comprise its assets,liabilities, fund equity, revenues and expenditures. The following table presents a combined summary ofall revenues, expenditures and changes in fund balances during the past four fiscal years for the Agency, andis not, except in aggregate total, a representation of the individual funds maintained by the Agency. See“APPENDIX A SAUDITED FINANCIAL STATEMENTS OF THE REDEVELOPMENT AGENCYOF THE CITY OF FREMONT FOR FISCAL YEAR ENDED JUNE 30, 2010” for a representation ofindividual Agency funds.

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REDEVELOPMENT AGENCY OF THE CITY OF FREMONTRevenues, Expenditures and Changes in Fund Balances

2006/07(a) 2007/08(a) 2008/09(a) 2009/10(a) 2010/11(b)

REVENUES: Taxes and fees $31,694,882 $36,966,391 $38,021,345 $37,310,760 $37,706,498 Use of money and property 4,619,121 6,193,135 2,458,946 2,456,355 1,128,000 Other 611,260 1,212,597 986,469 4,970,420 50,000TOTAL REVENUES 36,925,263 44,372,123 41,466,760 44,737,535 38,884,498

EXPENDITURES: Intergovernmental 8,550,372 10,170,059 12,753,545 24,380,166 11,312,000 Community development 6,023,166 11,044,284 23,341,606 10,741,516 17,019,109 Capital outlay 2,287,837 5,712,360 5,699,759 10,299,231 0 Debt service: Principal 5,720,000 5,880,000 15,695,000 3,985,000 0 Interest and fiscal charges 1,833,287 1,665,856 1,459,411 1,158,846 0TOTAL EXPENDITURES 24,414,662 34,472,559 58,949,321 50,564,759 28,331,109

REVENUE OVER (UNDER) EXPENDITURESBEFORE OTHER FINANCINGSOURCES(USES) 12,510,601 9,899,564 (17,482,561) (5,827,224) 10,553,389

OTHER FINANCING SOURCES (USES) Transfers in 20,584,066 67,745,934 33,490,092 30,507,738 20,000,000 Transfers out (20,832,334) (67,984,005) (32,233,990) (52,839,078) (20,272,412)TOTAL OTHER FINANCING SOURCES (USES) (248,268) (238,071) 1,256,102 (22,331,340) (272,412)

REVENUES AND OTHER FINANCINGSOURCES OVER (UNDER) EXPENDITURESAND OTHER USES 12,262,333 9,661,493 (16,226,459) (28,158,564) 10,280,977

BEGINNING FUND BALANCE 94,242,043 106,504,376 116,165,869 101,439,410 73,280,846

PRIOR YEAR ADJUSTMENT 0 0 1,500,000 0 0

ENDING FUND BALANCE $106,504,376 $116,165,869 $101,439,410 $73,280,846 $83,561,823

FUND BALANCES: Reserved for debt service $40,980,851 $7,995,967 $7,156,786 $373,149 $0 Designated for low and moderate income housing 18,894,905 21,636,574 11,987,393 19,838,599 21,090,449 Designated for capital projects 45,141,532 86,510,026 82,047,179 52,959,630 59,972,977 Designated for redevelopment operations 1,487,088 23,302 248,052 109,468 2,498,397

$106,504,376 $116,165,869 $101,439,410 $73,280,846 $83,561,823

(a) From Basic Financial Statements of the Agency.(b) From Fiscal Year 2010/11 Budget of the Agency.

Source: Redevelopment Agency of the City of Fremont

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Outstanding Bonds of the Agency

The Agency has no bonds outstanding. The last Agency bonds were paid off by the Agency in2009/10.

The Agency does have a $1,500,000 loan from the California Housing Finance Agency outstandingissued under their “Housing Enabled by Local Partnerships” program in 2008 with a ten year term at 3.0%simple interest, interest payable at maturity, payable from Housing Set-Aside Revenues. The Agency haslent the proceeds to developers at the same interest rate on the same terms, for development and constructionof low and moderate income housing projects. When the developers pay off their obligations to the Agency,the Agency will either lend for development of another project or pay off its obligation to the CaliforniaHousing Finance Agency.

State Controller’s Office

The State Controller’s Office is reviewing certain records of a “sample” of 18 redevelopmentagencies throughout the State, including the Agency (the review of the Agency was completed in January2011), in an effort to obtain facts regarding how redevelopment agencies use their funds and the extent towhich they comply with laws governing their activities. The State Controller’s Office has stated that itsreport will be available in March 2011.

PROJECT AREA

Redevelopment Plan

Under the Law every redevelopment agency is required to adopt, by ordinance, a redevelopmentplan for each redevelopment project area. A redevelopment plan is a legal document, the content of whichis largely prescribed in the Law, rather than a “plan” in the customary sense of the word.

The overall objective of the Redevelopment Plan is to eliminate blighted conditions in the ProjectArea by undertaking all appropriate projects pursuant to the Law. The goals of the Redevelopment Plan maybe summarized as follows:

(a) elimination of adverse physical and economic conditions within the Project Area;

(b) enhancement of the historic business district in the Project Area, including the attractionand retention of neighborhood-serving commercial facilities, and the attraction ofrestaurants and specialty retail uses to make the portions of the area a destination point forworkers in the industrial and other areas of the City;

(c) conservation of enhancement of existing residential neighborhoods, through housingrehabilitation, and circulation, open space and other public improvements;

(d) creation of residential opportunities for various segments of the community, including theprovision of quality affordable housing within and outside the Project Area, as required bythe Law;

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(e) a balance between housing and job opportunities, full development of the Project Areawithout intolerable levels of traffic congestion, and centralized industrial developmentwithin the region;

(f) full utilization of existing public infrastructure; and

(g) promotion of pedestrian oriented uses and spaces.

Through a series of redevelopment plan amendments adopted by the City Council of the City onJuly 7, 1998 as Ordinances 2294, 2295, 2996 and 2997, the original project areas were fiscally mergedpursuant to Health and Safety Code Section 33485 et seq. The effects of fiscal merger, among others, arethat while base year rolls and tax increments continue to be calculated separately based on applicablemethods and agreements in respect to the redevelopment plans, as amended, for each of the areas (and in addition, in the case of Irvington and Niles Areas, separately in respect to territory added to each byamendment), the aggregate tax increment generated from the Project Area is merged as one and may beallocated to all of the Project Area for the purpose of funding any and all redevelopment activities withinor of benefit to the Project Area or any portion thereof, including paying interest on, and principal of, anyfinancing or refinancing, in whole or in part, of any such redevelopment activities.

Through Ordinance No. 5-2010 adopted by the City Council on March 16, 2010, the separate sub-area plans and project areas were consolidated under the Redevelopment Plan, and, among other matters,the dollar cap on the cumulative amount of tax increment receivable by the Agency from the Industrial Areawas increased from $400 million to $1.5 billion.

Under the Redevelopment Plan, the previously established sub-areas were consolidated into theProject Area. While the Redevelopment Plan addresses redevelopment activities throughout the ProjectArea, certain Redevelopment Plan limits remain determined on the basis of the sub-areas. The Law permitsthe tax increment from Project Area to be used to fund redevelopment activities within or of benefit to anyor all of the original areas, that is, anywhere within the Project Area, including pledging such tax incrementfor payment of indebtedness, such as the Bonds, to finance any such activities.

Sub-Areas

The sub-areas of the Project Area are as follows:

Irvington Area:

The 150-acre Irvington Area is located in the central part of the City and is within the IrvingtonPlanning Area, one of the City’s four historic commercial districts. The Irvington Area is located at the“Five Corners” intersection of Washington and Fremont Boulevards. The original Irvington redevelopmentplan was adopted in 1977 to revitalize the historic commercial district and surrounding residentialneighborhoods.

A 1998 amendment to the original Irvington redevelopment plan extended and increased variousfinancial and legal deadlines and time limits; revised and updated the Irvington redevelopment plan goals,objectives and activities; added approximately 323 acres of contiguous area to the Irvington project area;and fiscally merged the Irvington project area with the City’s three other original project areas.

Major recent projects include Washington Boulevard Grade separation, constructed to facilitate theproposed Project, construction of a public parking lot, streetscape and landscaping enhancements to thecommercial area along Bay Street to make it more attractive and accessible for pedestrian shoppers, a

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pathway and sidewalk to Grimmer Boulevard to create safe and attractive access for bikers and walkers toconnect to the highly used Central Park and Lake Elizabeth, and Osgood Road improvements.

Niles Area:

The 68-acre Niles Area is located in the northeastern part of the City and is within the Niles PlanningArea, one of the City’s four historic commercial districts. The Niles Area lies at the foot of the Niles Hills,at the junction of Mission Boulevard and Niles Boulevard. The original Niles redevelopment plan wasoriginally adopted in 1977 to revitalize the historic commercial district and surrounding residentialneighborhoods, and amended in 1994.

The 1998 amendment to the Niles redevelopment plan extended and increased various financial andlegal deadlines and limits; revised and updated the Niles redevelopment plan goals, objectives, projects andactivities; added approximately 70 acres of contiguous area to the Niles Area; and fiscally merged the NilesArea with the City’s three other original project areas.

Recent projects include completion of a two-acre public plaza in the center of the Niles commercialdistrict, a number of streetscape improvements, a new fire station, and an environmental clean-up of theformer Union Pacific rail yard.

Industrial Area:

The 3,000-acre Industrial Area is located in the southwestern part of the City, from I-880 west tothe Bay Lands Planning Area of the City, and is within the Industrial Planning Area of the City. The originalIndustrial redevelopment plan was adopted in 1983 to fund construction of four I-880 interchanges in orderto open up access to what was otherwise an inaccessible area of more than 3,000 acres for development. TheAgency built the interchanges, and the Industrial Area, since the mid 1990's, has demonstrated strong growth(e.g., sales tax, property tax, industrial and commercial square footage and jobs).

Specifically, the Industrial Area now has over 15 million square feet of office, flex and research anddevelopment space. This “Silicon Valley” location is known for flexible building stock, and access tohighways, attracting a qualified workforce and new venture capital financed businesses, and has helped topromote a diverse business mix. The Industrial Area is home to a wide variety of technology businesses,including headquarter and regional operations for high technology and semi-conductor equipment firms suchas Lam Research, Synnex, Asteel Flash, and Mentor Graphics. In recent years, a broad variety of firms inthe high technology life science and clean technology industries have located or expanded operations in theIndustrial Area, including such firms as Boston Scientific, ThermoFisher, Greenvolts, Intematix and RETC. Traditional businesses which help diversify the project area include both manufacturing and logistics firms,such as the Office Depot Distribution Center, Sysco Foods and Walters & Wolfe Glass.

In addition to the variety of established and emerging technology related firms, the area has robustretail development and is home to over a dozen automobile dealerships (with additional dealerships indevelopment), with some of the highest sales performance in the State. The Pacific Commons regionalshopping center, anchored by Lowe's, Costco, Kohls and Old Navy is over one million square feet andgrowing. Construction is about to begin on a fifth phase of this project, including a new Target store, anda 16-screen Century Theater which will anchor a new entertainment focused area known as "the Block." Itis anticipated that this new area will include a new pedestrian-oriented retail street and plaza and willincrease retail and dining offerings in this already successful shopping center.

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Centerville Area:

The 302-acre Centerville Area is located in the northern part of the City in one of the four historiccommercial districts of the City. The Centerville Area boundaries are roughly Monroe Common to the east,Glenmoor Drive to the south, Alder Avenue to the west and Paseo Padre Parkway to the North. The originalCenterville redevelopment plan was adopted in 1997 to address a series of interrelated physical andeconomic problems.

The 1998 amendment to the Centerville redevelopment plan fiscally merged the Centerville Areawith the City’s three other original project areas.

Over the past decade, the Agency has invested in the revitalization of Centerville’s historic businessdistrict by funding parking, landscaping and a public plaza adjacent to the Centerville Train Station andDepot, heavily used by ACE Train commuters, landscaping and sidewalk work, commercial façaderenovations, and roadway improvements.

Plan Limits of Redevelopment Plans

The following table summarizes the plan limits under the Redevelopment Plans by sub-area of theProject Area:

REDEVELOPMENT AGENCY OF THE CITY OF FREMONTREDEVELOPMENT PLANS

Summary of Plan Limits

Sub-Area

Time Limitfor Debt

Issuance (a)

Time Limitfor Plan

Effectiveness

Time Limit forDebt Repayment/

Receipt of Tax Increment

Maximum TaxIncrement

Collection (b)

Limit onOutstanding

BondedIndebtedness

Time Limitfor Eminent

Domain

IrvingtonOriginal Area Eliminated July 5, 2020 July 5, 2030 Combined Limit

of $180,000,000CombinedLimit of

$550,000,000

For AllProjects

July 7, 2010Added Area July 7, 2018 July 7, 2029 July 7, 2044 July 7, 2010

NilesOriginal Area Eliminated July 5, 2020 July 5, 2030 Combined Limit

of $55,000,000July 7, 2010

Added Area July 7, 2018 July 7, 2029 July 7, 2044 July 7, 2010

Industrial Area Eliminated Nov 22, 2026 Nov 22, 2036 $1,500,000,000 July 7, 2010

Centerville Area July 8, 2017 July 8, 2028 July 8, 2043 No Limit July 8, 2009

(a) The debt issuance time limits for the sub-areas indicated as “Eliminated” were eliminated in 2006 as authorized by the Law, with theresult that the last date for debt issuance has become the same date as the time limit for plan effectiveness.

(b) “APPENDIX F - FISCAL CONSULTANT’S REPORT” calculates cumulative tax increment claimed through fiscal year 2010/11 of$55,568,592 in the Irvington Area, $6,506,298 in the Niles Area and $378,323,727 in the Industrial Area.

Source: Goldfarb & Lipman LLP and Seifel Consulting Inc.

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Pass -Through Agreements

As authorized by the Law as then in effect, the Agency entered into a series of Pass-ThroughAgreements. The Pass-Through Agreements consist of: a Third Amended and Restated Fiscal AgreementRegarding Fremont Industrial Redevelopment Project, by and among the Agency, the City, and the Countyof Alameda and specified other affected taxing entities, initially executed as of January 12, 1993, asamended and restated as of November 1, 1995, and as amended and restated as of March 1, 1999, asamended and restated as of September 1, 2009 (the “County Agreement”); a Fiscal Agreement Relating toFremont Industrial Redevelopment Project, by and between the Alameda County Superintendent of Schoolsand the Agency, dated as of January 12, 1993, as amended as of March 1, 1999, as amended as ofNovember 1, 2009 (the “County Superintendent Agreement”); a Fiscal Agreement Relating to FremontIndustrial Redevelopment Project, by and between the Fremont-Newark Community College District andthe Agency, dated as of January 1, 1993, as amended as of March 1, 1999, as amended as of November 1,2009 (the “Community College District Agreement”); a Fiscal Agreement Regarding CentervilleRedevelopment Project, dated as of July 1, 1997, by and between the Agency and the Alameda CountyWater District; a Fiscal Agreement Regarding Irvington Redevelopment Project, dated as of March 1, 1999,by and between the Agency and the Alameda County Water District; and a Fiscal Agreement RegardingNiles Redevelopment Project, dated as of March 1, 1999, by and between the Agency and the AlamedaCounty Water District.

The Agency's obligations to make payments under the Pass-Through Agreements are subordinateto the Agency's pledge of the Tax Revenues under the Indenture to make payments with respect to theBonds, as follows.

County Agreement. All payments by the Agency under the County Agreement are expresslysubordinate to the lien of any indebtedness secured by Tax Revenues, including the Bonds.

All Other Agreements. Except for the County Agreement, the Agency’s obligations to makepayments under the Pass-Through Agreements are not subordinate to the Agency's pledge of the TaxRevenues under the Indenture to make payments with respect to the Bonds. The projected annualamounts of these payments are included under “Non-subordinated Pass-Throughs” in the table under “PROPERTY TAX COLLECTION AND DEBT SERVICE COVERAGE - Estimated DebtService Coverage” herein (see also “APPENDIX F - FISCAL CONSULTANT’S REPORT”).

The Agency may enter into additional agreements for payments to affected taxing agencies, providedthat such agreements subordinate the right of the taxing agency to payment thereunder to the Agency forpayment of Agency bonds, including the Bonds and any Parity Debt.

Statutory Payments To Affected Taxing Entities

As a result of amending the original redevelopment plans in 1998 and 2010 to extend certainfinancial limitations and deadlines, the Agency is required to make statutory payments to specified affectedtaxing entities pursuant to Sections 33607.5 and 33607.7 of the Law (the "Tax Sharing Statutes"). The TaxSharing Statutes expressly provide that such payments will be made from the portion of tax incrementrevenues allocated to the Agency that remain after first deducting the Housing Set-Aside Revenues fordeposit into the Housing Fund. The Agency’s obligations to make statutory payments under the Tax SharingStatutes are not subordinate to the Agency’s pledge of Tax Revenues to make payments with respect to theBonds. The projected annual amounts of these payments are included under “Non-subordinated Pass-Throughs” in the table under “PROPERTY TAX COLLECTION AND DEBT SERVICE COVERAGE -Estimated Debt Service Coverage” herein (see also “APPENDIX F - FISCAL CONSULTANT’SREPORT”).

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Land Use

The Project Area comprises a mix of industrial, commercial, residential and public areas. The tablebelow summarizes land use by project area based on the 2010/11 property tax roll.

REDEVELOPMENT AGENCY OF THE CITY OF FREMONTProject Area

2010/11 Secured Assessed Value by Land Use (a)

2010/11 Assessed Valuation(a)

Percent of Total

No. ofParcels

Percentof Total

Non-Residential:Rural $252,029 0.01% 5 0.17%Commercial 782,623,326 24.09 373 12.56Vacant Commercial 10,236,614 0.32 28 0.94Industrial 1,532,712,610 47.18 312 10.51Vacant Industrial 134,127,303 4.13 49 1.65Recreational 16,455,009 0.51 2 0.07Social/Institutional 4,645,360 0.14 27 0.91Exempt 0 0.00 212 7.14

Subtotal Non-Residential 2,481,052,251 76.37 1,008 33.95

Residential:Single Family Residence 354,421,096 10.91 1,083 36.48Condominium/Townhouse 196,336,882 6.04 643 21.662-4 Residential Units 29,007,617 0.89 82 2.765+ Residential Units/Apartments 148,669,927 4.58 59 1.99Miscellaneous Residential 1,113,747 0.03 7 0.24Vacant Residential 38,181,443 1.18 87 2.93

Subtotal Residential 767,730,712 23.63 1,961 66.05

Total $3,248,782,963 100.00% 2,969 100.00%

(a) Excluding tax-exempt property.

Source: California Municipal Statistics, Inc.

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Largest Property Owners

Within the Project Area, the following twenty entities are the largest secured property roll taxpayers. They represent approximately 39 percent of the total Project Area’s 2010/11 taxable secured assessedvaluation and are all within the Industrial Area.

REDEVELOPMENT AGENCY OF THE CITY OF FREMONTProject Area

Twenty Largest Secured Roll Property Taxpayers

2010/11Property Owner Business Use Secured Assessed Valuation Percent of Total(a)

Catellus Development Corp. Industrial $411,111,211 12.65%SCI LP I / Security Capital Industrial Trust Industrial 187,692,526 5.78BNP Paribas Leasing Corporation Industrial 74,108,094 2.28Jer Bayside LLC / Jer Btp II LLC Industrial 64,377,055 1.98Hub Bayside Properties LLC Industrial 57,364,721 1.77Cisco Technology Inc. Industrial 45,201,300 1.39Northern California Industrial Portfolio Industrial 42,989,417 1.32Sysco Food Services San Francisco Inc. Industrial 41,517,200 1.28MEPT Northport Business Park I & II LLC Industrial 40,216,058 1.24BIT Holdings Sixty Seven Inc. Industrial 35,778,196 1.10ISE Labs Inc. Industrial 31,732,640 0.98Legacy Partners I Fremont LLC Industrial 31,296,797 0.96Mission West Properties LP Industrial 29,400,000 0.90AMB Property LP Industrial 28,600,000 0.88Western National Life Insurance Company Hotel 28,483,694 0.88Dharam P. and Vijay Salwan Trust Apartments 28,391,525 0.875555 Auto Mall LLC Industrial 26,589,279 0.82Fremont Auto Center LLC Auto Dealership 26,457,080 0.81Levy Fremont Boulevard I LLC Office Building 24,623,037 0.76MG Sun Creek Apartments LP Apartments 21,929,813 0.68

TOTAL $1,277,859,643 39.33%

(a) 2010/11 Secured Assessed Valuation: $3,248,782,963

Source: California Municipal Statistics, Inc.

Since 2010/11 secured assessed values were finalized as of January 1, 2010 by the County, CatellusDevelopment Corporation holdings have been reduced by the sale to Cisco Technology Inc. of 149 acresof vacant land in the Industrial Area that Cisco Technology Inc. had been leasing from CatellusDevelopment Corporation, and by the sale of its 840 acre holding in the Pacific Commons shopping centerin the Industrial Area to TPG Capital LP. Catellus Development Corporation is owned by ProLogis, a largecommercial and industrial real estate investment and development company.

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Direct and Overlapping Bonded Debt

Contained within the Project Area are numerous overlapping local agencies providing publicservices. These local agencies may have outstanding bonds issued in the form of general obligation, leaserevenue, special tax or special assessment bonds. A Statement of Direct and Overlapping Debt of the ProjectArea as of February 1, 2011 follows. The first column lists local agencies with territory overlapping, at leastin part, that of the Project Area. The second column of the Statement of Direct and Overlapping Debt showsthe pro rata percentage portion of each overlapping entity’s debt assignable within the boundaries of theProject Area, and the third column shows the amount of that portion of the overlapping entity’s existing debt. The total amount of debt for each overlapping entity is not given.

REDEVELOPMENT AGENCY OF THE CITY OF FREMONT Project Area

Statement of Direct and Overlapping Debt

2010/11 Assessed Valuation: $3,833,338,572Base Year Valuation: (376,963,584)Incremental Valuation: $3,456,374,988

DIRECT DEBT:Percent

ApplicableDebt as of

February 1, 2011

Tax Allocation Bonds 100.000% $0(a)

OVERLAPPING TAX AND ASSESSMENT DEBT:Bay Area Rapid Transit District 0.871 3,232,286Ohlone Community College District 9.487 12,346,382Fremont Unified School District 11.250 21,247,207City of Fremont 11.249 5,422,580East Bay Regional Park District 1.195 2,032,695City of Fremont Community Facilities District No. 1 100.000 66,970,000Washington Township Healthcare District 7.919 5,576,956City of Fremont 1915 Act Bonds 46.832 - 100. 3,095,194TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT 119,923,300

OVERLAPPING GENERAL FUND DEBT:Alameda County General Fund Obligations 0.223 1,589,825Alameda County Pension Obligations 0.223 344,724Alameda-Contra Costa District Certificates of Participation 0.273 102,279City of Fremont Certificates of Participation 1.231 1,827,789TOTAL OVERLAPPING GENERAL FUND OBLIGATION DEBT 3,864,617

COMBINED TOTAL DIRECT AND OVERLAPPING DEBT $123,787,917(b)

(a) Excludes tax allocation bonds to be sold.(b) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease

obligations.

Ratios to 2010/11 Assessed Valuation:Combined Total Direct and Overlapping Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.23%

STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/10: $0

Source: California Municipal Statistics, Inc.

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LEGAL MATTERS

Tax Matters

Federal tax law contains a number of requirements and restrictions which apply to the Bonds,including investment restrictions, periodic payments of arbitrage profits to the United States, requirementsregarding the proper use of bond proceeds and the facilities financed therewith, and certain other matters.The Agency has covenanted to comply with all requirements that must be satisfied in order for the intereston the Bonds to be excludable from gross income for federal income tax purposes. Failure to comply withcertain of such covenants could cause interest on the Bonds to become includable in gross income for federalincome tax purposes retroactively to the date of issuance of the Bonds.

Subject to the Agency’s compliance with the above referenced covenants, under present law, in theopinion of Bond Counsel, interest on the Bonds (a) is excludable from the gross income of the ownersthereof for federal income tax purposes, and (b) is not included as an item of tax preference in computingthe federal alternative minimum tax for individuals and corporations, but interest on the Bonds is taken intoaccount, however, in computing an adjustment used in determining the federal alternative minimum tax forcertain corporations.

Bond Counsel expects to deliver an opinion at the time of delivery of the Bonds in substantially theform set forth in “APPENDIX D—FORM OF OPINION OF BOND COUNSEL.”

In rendering its opinion, Bond Counsel will rely upon certificates of the Agency with respect tocertain material facts within the Agency’s knowledge. Bond Counsel’s opinion represents its legal judgmentbased upon its review of the law and the facts that it deems relevant to render such opinion and is not aguarantee of a result.

The Internal Revenue Code of 1986, as amended (the “Code”), includes provisions for an alternativeminimum tax (“AMT”) for corporations in addition to the corporate regular tax in certain cases. The AMT,if any, depends upon the corporation’s alternative minimum taxable income (“AMTI”), which is thecorporation’s taxable income with certain adjustments. One of the adjustment items used in computing theAMTI of a corporation (with certain exceptions) is an amount equal to 75% of the excess of suchcorporation’s “adjusted current earnings” over an amount equal to its AMTI (before such adjustment itemand the alternative tax net operating loss deduction). “Adjusted current earnings” would include certain taxexempt interest, including interest on the Bonds.

Ownership of the Bonds may result in collateral federal income tax consequences to certaintaxpayers, including, without limitation, corporations subject to the branch profits tax, financial institutions,certain insurance companies, certain S corporations, individual recipients of Social Security or RailroadRetirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness topurchase or carry tax exempt obligations. Prospective purchasers of the Bonds should consult their taxadvisors as to applicability of any such collateral consequences.

The issue price (the “Issue Price”) for each maturity of the Bonds is the price at which a substantialamount of such maturity of the Bonds is first sold to the public. The Issue Price of a maturity of the Bondsmay be different from the price set forth, or the price corresponding to the yield set forth, on the inside coverpage of this Official Statement.

If the Issue Price of a maturity of the Bonds is less than the principal amount payable at maturity,the difference between the Issue Price of each such maturity, if any, of the Bonds (the “OID Bonds”) andthe principal amount payable at maturity is original issue discount.

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For an investor who purchases an OID Bond in the initial public offering at the Issue Price for suchmaturity and who holds such OID Bond to its stated maturity, subject to the condition that the Agencycomplies with the covenants discussed above, (a) the full amount of original issue discount with respect tosuch OID Bond constitutes interest which is excludable from the gross income of the owner thereof forfederal income tax purposes; (b) such owner will not realize taxable capital gain or market discount uponpayment of such OID Bond at its stated maturity; (c) such original issue discount is not included as an itemof tax preference in computing the alternative minimum tax for individuals and corporations under the Code,but is taken into account in computing an adjustment used in determining the alternative minimum tax forcertain corporations under the Code, as described above; and (d) the accretion of original issue discount ineach year may result in an alternative minimum tax liability for corporations or certain other collateralfederal income tax consequences in each year even though a corresponding cash payment may not bereceived until a later year. Owners of OID Bonds should consult their own tax advisors with respect to thestate and local tax consequences of original issue discount on such OID Bonds.

Owners of Bonds who dispose of Bonds prior to the stated maturity (whether by sale, redemptionor otherwise), purchase Bonds in the initial public offering, but at a price different from the Issue Price orpurchase Bonds subsequent to the initial public offering should consult their own tax advisors.

If a Bond is purchased at any time for a price that is less than the Bond’s stated redemption priceat maturity or, in the case of an OID Bond, its Issue Price plus accreted original issue discount reduced bypayments of interest included in the computation of original issue discount and previously paid (the “RevisedIssue Price”), the purchaser will be treated as having purchased a Bond with market discount subject to themarket discount rules of the Code (unless a statutory de minimis rule applies). Accrued market discount istreated as taxable ordinary income and is recognized when a Bond is disposed of (to the extent such accrueddiscount does not exceed gain realized) or, at the purchaser’s election, as it accrues. Such treatment wouldapply to any purchaser who purchases an OID Bond for a price that is less than its Revised Issue Price evenif the purchase price exceeds par. The applicability of the market discount rules may adversely affect theliquidity or secondary market price of such Bond. Purchasers should consult their own tax advisors regardingthe potential implications of market discount with respect to the Bonds.

An investor may purchase a Bond at a price in excess of its stated principal amount. Such excessis characterized for federal income tax purposes as “bond premium” and must be amortized by an investoron a constant yield basis over the remaining term of the Bond in a manner that takes into account potentialcall dates and call prices. An investor cannot deduct amortized bond premium relating to a tax exempt bond.The amortized bond premium is treated as a reduction in the tax exempt interest received. As bond premiumis amortized, it reduces the investor’s basis in the Bond. Investors who purchase a Bond at a premium shouldconsult their own tax advisors regarding the amortization of bond premium and its effect on the Bond’s basisfor purposes of computing gain or loss in connection with the sale, exchange, redemption or early retirementof the Bond.

There are or may be pending in the Congress of the United States legislative proposals, includingsome that carry retroactive effective dates, that, if enacted, could alter or amend the federal tax mattersreferred to above or affect the market value of the Bonds. It cannot be predicted whether or in what form anysuch proposal might be enacted or whether, if enacted, it would apply to bonds issued prior to enactment.Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending orproposed federal tax legislation. Bond Counsel expresses no opinion regarding any pending or proposedfederal tax legislation.

The Internal Revenue Service (the “Service”) has an ongoing program of auditing tax exemptobligations to determine whether, in the view of the Service, interest on such tax exempt obligations isincludable in the gross income of the owners thereof for federal income tax purposes. It cannot be predictedwhether or not the Service will commence an audit of the Bonds. If an audit is commenced, under current

45

procedures the Service may treat the Agency as a taxpayer and the Bondholders may have no right toparticipate in such procedure. The commencement of an audit could adversely affect the market value andliquidity of the Bonds until the audit is concluded, regardless of the ultimate outcome.

Payments of interest on, and proceeds of the sale, redemption or maturity of, tax exempt obligations,including the Bonds, are in certain cases required to be reported to the Service. Additionally, backupwithholding may apply to any such payments to any Bond owner who fails to provide an accurate Form W-9Request for Taxpayer Identification Number and Certification, or a substantially identical form, or to anyBond owner who is notified by the Service of a failure to report any interest or dividends required to beshown on federal income tax returns. The reporting and backup withholding requirements do not affect theexcludability of such interest from gross income for federal tax purposes.

The Bonds are issued for new money purposes after December 31, 2010, and therefore are treatedas not issued during 2009 or 2010 for purposes of section 265(b)(7) of the Code relating to interest expensedeductibility for financial institutions. The treatment of interest expense for financial institutions owningsuch Bonds may be less favorable than the treatment provided to owners of tax exempt bonds treated asissued in 2009 or 2010. Financial institutions should consult their tax advisors concerning such treatment.

In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personalincome taxes.

Ownership of the Bonds may result in other state and local tax consequences to certain taxpayers.Bond Counsel expresses no opinion regarding any such collateral consequences arising with respect to theBonds. Prospective purchasers of the Bonds should consult their tax advisors regarding the applicability ofany such state and local taxes.

No Litigation

There is no litigation pending or, to the Agency's knowledge, threatened in any way to restrain orenjoin the issuance, execution or delivery of the Bonds, to contest the validity of the Bonds, the Indenture,the allocation of tax increment to the Agency or any proceedings of the Agency with respect thereto. In theopinion of the Agency and its counsel, there are no lawsuits or claims pending against the Agency whichwill materially affect the Agency's finances so as to impair the ability to pay principal of and interest on theBonds when due.

Legality for Investment in California

Under provisions of the California Financial Code, the Bonds are legal investments for commercialbanks in State to the extent that the Bonds, in the informed opinion of the bank, are prudent for theinvestment of funds of depositors, and under provisions of the Government Code, are eligible for securityfor deposits of public moneys in State.

Legal Opinion

The validity of the Bonds and certain other legal matters are subject to the approving opinion ofBond Counsel.

46

MISCELLANEOUS

Ratings

Moody’s Investors Service (“Moody’s”) has assigned its rating of “A2” to the Bonds, and Standard& Poor’s Ratings Services (“S&P”) has assigned its rating of “A+” to the Bonds. Such ratings reflect onlythe views of such organizations and an explanation of the significance of such rating may be obtained fromeach such organization respectively, as follows: Moody's Investors Service, One Front Street, Suite 1900,San Francisco, CA 94111, (415) 274-1700; Standard & Poor’s Ratings Services, 55 Water Street, New York,NY 10004, (212) 438-2124. There is no assurance that such ratings will continue for any given period oftime or that either will not be revised downward or withdrawn entirely by the issuing rating agency, if in thejudgment of that rating agency, circumstances so warrant. Any such downward revision or withdrawal ofsuch ratings may have an adverse effect on the market price of the Bonds.

Financial Advisor

The Agency has entered into an agreement with the Financial Advisor whereunder the FinancialAdvisor provides financial advisory services to the Agency with respect to preparation and sale of the Bonds. The Financial Advisor has read and participated in the drafting of certain portions of this Official Statementand has supervised the completion and editing thereof. The Financial Advisor has not audited, authenticatedor otherwise verified the information set forth in the Official Statement, or any other related informationavailable to the Agency, with respect to accuracy and completeness of disclosure of such information, andthe Financial Advisor makes no guaranty, warranty or other representation respecting accuracy andcompleteness of the Official Statement or any other matter related to the Official Statement.

Underwriting

The Bonds are being purchased pursuant to a purchase agreement among the Authority, the Agencyand Goldman, Sachs & Co., as Representative of the Underwriters named on the cover hereof.

The Underwriters have agreed to purchase the Bonds at a purchase price of $_______ which is equalto the aggregate principal amount of the Bonds less an Underwriters’ discount of $_______. The purchasecontract provides that the Underwriters will purchase all of the Bonds if any are purchased. The obligationof the Underwriters to make such purchase is subject to certain terms and conditions set forth in the purchasecontract. It is expected that delivery of the Bonds will be made against payment thereof on or about theclosing date specified on the cover page of this Official Statement, which will be the second business dayfollowing the date of this Official Statement.

The Underwriters may offer and sell the Bonds to certain dealers and others at prices or yields belowthose stated on the cover page of this Official Statement. The offering prices or yields may be changed fromtime to time by the Underwriters.

The Underwriters and their affiliates are full service financial institutions engaged in variousactivities, which may include securities trading, commercial and investment banking, financial advisory,investment management, principal investment, hedging, financing and brokerage activities. TheUnderwriters and certain of its affiliates may have in the past and may in the future perform variousinvestment banking services for the Authority, the Agency or the City, for which they have and will receivecustomary fees and expenses.

47

In the ordinary course of their various business activities, the Underwriters and their respectiveaffiliates may make or hold a broad array of investments and actively trade debt and equity securities (orrelated derivative securities) and financial instruments (which may include bank loans and/or credit defaultswaps) for their own account and for the accounts of their customers and may at any time hold long and shortpositions in such securities and instruments. Such investment and securities activities may involve securitiesand instruments of the Authority, the Agency or the City.

The Trustee's ultimate parent company, Mitsubishi UFJ Financial Group, Inc. (“MUFG”)beneficially owns common and preferred shares of Morgan Stanley equaling approximately 20%, and is alsorepresented on the Morgan Stanley board of directors. Morgan Stanley is the parent company of MorganStanley & Co. Incorporated, a registered broker-dealer that is an Underwriter for this transaction. Forpurposes of clarity, this percentage interest includes managed shares, which are shares of common stock heldby certain MUFG affiliates (including the Trustee) solely in a fiduciary capacity as the trustee of trustaccounts or as the manager of investment funds, other investment vehicles, and managed accounts.

Morgan Stanley, parent company of Morgan Stanley & Co. Incorporated, has entered into a retailbrokerage joint venture with Citigroup Inc. As part of the joint venture, Morgan Stanley & Co. Incorporatedwill distribute municipal securities to retail investors through the financial advisor network of a new broker-dealer, Morgan Stanley Smith Barney LLC. This distribution arrangement became effect on June 1, 2009. As part of this arrangement, Morgan Stanley & Co. Incorporated will compensate Morgan Stanley SmithBarney LLC for its selling efforts with respect to the Bonds.

Continuing Disclosure

The Agency has covenanted for the benefit of the owners of the Bonds to provide certain financialinformation and operating data relating to the Agency by not later than 270 days following the end of theAgency’s fiscal year (the “Annual Report”), commencing with the Annual Report for the 2010/11 FiscalYear, which is due no later than March 31, 2012, and to provide notices of the occurrence of certainenumerated events, if material. Currently, the Agency’s fiscal year ends on June 30 of each year. TheAnnual Report will be filed by the Agency in readable PDF or other acceptable electronic form with theElectronic Municipal Market Access system of the Municipal Securities Rulemaking Board (“EMMA”). Anynotices of material events will be filed with EMMA in the same manner as an Annual Report. The specificnature of the information to be contained in the Annual Report or the notices of material events is set forthbelow under the caption “APPENDIX E — Form of Continuing Disclosure Certificate.” These covenantshave been made to assist the Underwriters in complying with S.E.C. Rule 15c2-12(b)(5). The Agency hasnot in the past five years failed to comply in all material respects with any previous undertakings with regardto said Rule to provide annual reports or notices of material events.

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Additional Information

The purpose of this Official Statement is to supply information to prospective buyers of the Bonds. Quotations from and summaries and explanations of the Bonds, the Law, the Indenture, and the documents,other statutes and constitutional provisions referenced herein, do not purport to be complete, and referenceis made to said documents, statutes, and constitutional provisions for full and complete statements of theirprovisions.

REDEVELOPMENT AGENCY OF THE CITY OF FREMONT

By: Finance Director and Treasurer

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APPENDIX A

BASIC FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’REPORT OF THE REDEVELOPMENT AGENCY OF THE CITY OF

FREMONT FOR FISCAL YEAR ENDED JUNE 30, 2010

Appendix A - 1

APPENDIX B

CITY OF FREMONTGENERAL INFORMATION AND ECONOMICS

Appendix B - 1

CITY OF FREMONT

Introduction

The City is a general law city which was incorporated in 1956. It comprises approximately 90square miles located on the east side of the San Francisco Bay in southwestern Alameda County (the“County”), approximately 40 miles southeast of the City of San Francisco and 15 miles north of the City ofSan Jose, and borders Santa Clara County to the south.

The City operates under a council-manager form of government, whereby policies of the CityCouncil are administered by a City Manager, who is appointed by the Council.

The City is largely a suburban area which has experienced substantial growth during recent decades. Much of the growth has been fueled by the demand for housing due to the economic growth of both the Cityand the San Francisco Bay area. Many of the residents commute north into San Francisco and Oakland towork, or to the San Jose area to the south. There has been increased industrial and commercial developmentin the City in recent years. The City has become home to a part of the high concentration of high technologyand computer firms centered around San Jose known as “Silicon Valley.” The City has room andinfrastructure for further industrial and commercial development.

The City is served by a major transportation network, including two interstate freeways (Interstates680 and 880) which border its industrial zones. The major passenger rail system is the Bay Area RapidTransit (BART) system, a high speed light rail system that serves San Francisco and parts of Alameda andContra Costa Counties. In October 1998, service began on the Altamont Commuter Express (ACE), aStockton-to-San Jose commuter train with several East Bay stops, including the Centerville Amtrak Stationin Fremont. Airports which serve the Fremont area include Oakland, San Jose and San FranciscoInternational Airports, along with several smaller airports in Alameda County. The area is also served bya number of local bus lines, truck carriers, major railroads and deep water ports in Oakland and SanFrancisco.

Population

The City is the second largest city in the County, the fourth largest in the San Francisco Bay Areaand one of the twenty largest in the State. The following table sets forth the annual California Departmentof Finance estimates for the City and the County for 2006 through 2010 as of January 1 of each year.

Appendix B - 2

CITY OF FREMONTPopulation

Year City of Fremont Alameda County

2006 210,150 1,509,9812007 211,162 1,522,5972008 213,512 1,537,7192009 215,787 1,557,7492010 218,128 1,574,857

Source: For the years 2006 - 2010, State of California, Department of Finance, E-4 Population Estimates for Cities, Counties and the State,2001-2010, with 2000 Benchmark. Sacramento, California, May 2010.

Appendix B - 3

Employment

The following table summarizes historical employment and unemployment in the Oakland-Fremont-Hayward Metropolitan Division, comprised of Alameda and Contra Costa Counties.

OAKLAND FREMONT HAYWARD METROPOLITAN DIVISIONCivilian Labor Force, Employment and Unemployment

Annual Averages

2005 2006 2007 2008 2009Civilian Labor Force(a)

Employment 1,183,800 1,197,500 1,207,900 1,208,500 1,153,000 Unemployment 62,700 54,700 59,200 79,200 135,600 Total 1,246,500 1,252,200 1,267,100 1,287,800 1,288,600 Unemployment Rate(b) 5.0% 4.4% 4.7% 6.2% 10.5%

(a) Based on place of residence; March 2009 Benchmark.(b) The unemployment rate is calculated using unrounded data.

Source: California Employment Development Department, Labor Market Information Division

The following table summarizes the historical numbers of workers in the Oakland-Fremont-HaywardMetropolitan Division by industry.

OAKLAND-FREMONT-HAYWARD METROPOLITAN DIVISION Estimated Number of Wage and Salary Workers by Industry(a)

(in thousands)

2005 2006 2007 2008 2009

Agricultural 1,600 1,500 1,500 1,400 1,500Mining and Logging 1,100 1,200 1,200 1,200 1,200Construction 72,800 73,300 71,700 64,900 53,500Manufacturing 95,600 95,800 94,400 93,100 2,500Trade, Transportation and Utilities 195,000 197,100 199,300 193,000 178,900Information 30,700 30,100 29,000 27,800 25,200Financial Activities 69,500 67,700 62,400 57,200 52,500Professional and Business Services 150,600 154,900 158,000 162,200 148,500Educational and Health Services 118,500 121,800 124,200 128,700 130,000Leisure and Hospitality 83,000 85,600 88,000 89,000 85,200Other Services 35,600 35,900 36,200 36,100 34,300Government 180,000 182,000 183,900 177,200 174,600

Total All Industries 1,033,700 1,046,900 1,049,700 1,031,800 967,900

(a) The industry employment data are now based upon the North American Industry Classification System (NAICS). Newly released data are notcomparable to the data based on the Standard Industrial Classification (SIC). Items may not add to totals due to independent rounding. March2009 Benchmark.

Source: California Employment Development Department, Labor Market Information Division.

Appendix B - 4

Major Employers

The following table represents the major employers in the City:

CITY OF FREMONTMajor Employers

Company Product/Service Employees

Washington Township Healthcare General hospital 1,600Seagate Technology LLC Manufactures computer disk drives 1,300City of Fremont City government 900China Custom Manufacturing Ltd. Manufactures finished injection molded plastic products; manufactures injection

molded plastic products860

DMS Facility Services Building maintenance services lawn/garden services 800Ohlone Community College District Junior college 630Sysco Food Services Wholesales general line groceries wholesales meats/products wholesales packaged

frozen goods596

Scios Inc Manufactures proprietary drug products 539Asteelflash California Inc. Manufactures printed circuit boards 510iGate Corp Custom computer programming and data processing and process services 500Solyndra Inc Manufactures solid state modules 500CDS Engineering LLC Machine shop, jobbing & repair services; manufactures plasma jet spray metal

forming machines500

Sanmina-SCI Corp. Manufactures printed circuit boards 500California Department of Education Elementary/secondary school 450Power Quotient International Manufactures industrial process type computer interface equipment; retails computers

& computer software435

Quanta Computer USA Inc. Wholesales computers/peripherals 400Federal Aviation Admin. Regulation/administrative transportation 400Kaiser Foundation Hospitals General Hospital Medical Doctor's Office 400AXT Inc. Manufactures semiconductors & related devices 400

Source: 2010 Harris Info Source.

Appendix B - 5

Residential Building Activity

The following table reflects the five-year history of residential building permits and their valuationfor the City:

CITY OF FREMONTPrivately-Owned Residential Building Permits

(Dollars in Thousands)

Year(a) Units(b) Construction Cost

2005 551 $96,8892006 252 58,9842007 392 79,2872008 280 65,6262009 301 69,206

(a) As of January 1.(b) Does not include alterations and additions.

Source: U.S. Bureau of the Census.

According to the Association of Bay Area Governments (ABAG), the County is expected toexperience a household demand of 91,050 for 1995 to 2015, exceeding the local policy potential housingunit supply of 83,610 units for this period.

Commercial Activity

The following table reflects the five-year history of retail outlets and taxable retail sales in the City:

CITY OF FREMONTTrade Outlets and Taxable Sales

(Dollars in Thousands)

Year Outlets Taxable Sales

2005 5,419 $2,647,2142006 5,220 2,915,8682007 5,110 3,142,0822008 5,053 2,987,2312009 4,713 2,446,240

Source: California Board of Equalization.

Appendix B - 6

Median Household Income

Effective Buying Income (“EBI”) is defined as money income less personal income tax and non-taxpayments, such as fines, fees or penalties, a number often referred to as “disposable” or “after-tax” income. The following table represents the five year history of median household EBI for the City, County and State:

CITY OF FREMONT, ALAMEDA COUNTY AND STATE OF CALIFORNIAMedian Household Effective Buying Income

Year City of Fremont Alameda County State of California

2004 $65,026 $50,431 $42,9242005 66,274 51,415 43,9152006 Data Not Available2007 Data Not Available2008 73,245 54,688 48,2032009 75,443 55,987 48,952

Source: “Survey of Buying Power”, Sales and Marketing Management Magazine.

Assessed Valuation

The following table represents a five-year history of gross assessed valuation in the City:

CITY OF FREMONTAssessed Valuations

Year Local Secured Utility Unsecured Total

2006/07 $28,464,267,505 $12,653,517 $2,017,870,805 $30,494,791,8272007/08 30,480,386,621 3,270,756 2,063,840,824 32,547,498,2012008/09 32,035,924,832 3,090,156 2,185,774,484 34,224,789,4722009/10 31,663,621,592 3,090,156 2,445,549,431 34,112,261,1792010/11 31,543,695,892 3,092,656 2,529,182,983 34,075,971,531

Source: California Municipal Statistics, Inc.

Appendix B - 7

Tax Levies, Collections and Delinquencies

The secured tax charges and year-end delinquencies for five years are reflected on the followingtable:

CITY OF FREMONTSecured Tax Charge and Delinquencies

YearSecured

Tax Charge(a)Amount Delinquent

as of June 30Percent Delinquent

as of June 30

2005/06 $34,268,016 $ 855,016 2.50%2006/07 37,204,207 1,467,408 3.942007/08 39,660,230 2,069,318 5.222008/09 41,543,958 2,132,113 5.132009/10 41,082,790 1,453,842 3.54

(a) City General Fund apportionment of the 1% County-wide tax collected by the County within the City .

Source: California Municipal Statistics, Inc.

Tax Rates

The following table lists typical property tax rates for all overlapping governments in the City (ratesare for Tax Rate Area 12-013, representing 19.50% of the City’s total assessed valuation in 2010/11) for fiveyears:

CITY OF FREMONTTRA 12-013 Property Tax Rates

Year City County-wide School Districts Special Districts Total

2006/07 0.00440% 1.0000% 0.0520% 0.0246% 1.0810%2007/08 0.00420 1.0000 0.0610 0.0402 1.10542008/09 0.00790 1.0000 0.0594 0.0453 1.11262009/10 0.01070 1.0000 0.0622 0.0293 1.10222010/11 0.00950 1.0000 0.0540 0.0374 1.1009

Source: Alameda County Auditor-Controller’s Office.

Appendix B - 8

Largest Taxpayers

The twenty largest secured taxpayers in the City as shown on the 2010/11 tax roll and their assessedvaluations within the City are shown below.

CITY OF FREMONTTwenty Largest Secured Property Taxpayers

Property Owner Land Use2010/11 Secured

Assessed Valuation Percent of Total(a)

New United Motor Manufacturing, Inc. (b) Heavy Industrial $1,014,084,630 3.21%Catellus Development Corporation Light Industrial 444,835,846 1.41John T. Arrillaga & Richard T. Peery Trust Light Industrial 244,105,611 0.77Sobrato Interests II LP Light Industrial 207,628,493 0.66Nadev Management Inc. Light Industrial 189,385,948 0.60SCI LP I Light Industrial 149,170,439 0.47Fremont Retail Partners LP Commercial 107,473,000 0.34SSR Western Multifamily LLC Apartments 83,474,465 0.26EQR Fanwell 2007 LP Apartments 83,073,026 0.26ASN Fremont LLC Apartments 82,687,086 0.26Inland American Stephens Fremont Blvd., Ventures Light Industrial 78,006,601 0.25BNP Paribas Leasing Corporation Light Industrial 74,108,094 0.23Presidio LLC Apartments 73,176,217 0.23BRE Properties Inc. Apartments 73,120,417 0.23BREFMCF LLC Apartments 73,041,910 0.23MV EPT Apartments LLC Apartments 64,930,981 0.21Wells Fargo Bank Office Building 59,348,615 0.19Walton CWCA Mission Industrial 27 LLC Light Industrial 58,331,662 0.18AMB Property LP Light Industrial 55,950,000 0.18Cisco Technology Inc. Light Industrial 45,201,300 0.14

$3,261,134,341 10.34%

(a) 2010/11 Local Secured Assessed Valuation: $31,543,695,892.(b) New United Motor Manufacturing, Inc. is no longer operating, but remained the owner of the three parcels of their plant site at the time that

the 2010/11 secured tax roll was set in January 2010. One of the three parcels of the site has since been sold, and the County Assessorreportedly is in the process of, but has not completed, reappraisal of all three parcels. The 2011/12 secured tax roll will be set in January 2011,among other things, reflecting changes, if any, made on the 2010/11 supplemental tax roll.

Source: California Municipal Statistics.

Appendix B - 9

APPENDIX C

SUMMARY OF THE INDENTURE

Appendix C - 1

APPENDIX D

FORM OF OPINION OF BOND COUNSEL

Appendix D - 1

APPENDIX E

FORM OF CONTINUING DISCLOSURE CERTIFICATE

Appendix E - 1

APPENDIX F

FISCAL CONSULTANT’S REPORT

Appendix F - 1

APPENDIX G

BOOK-ENTRY ONLY SYSTEM

Appendix G - 1

Book-Entry Only System

The information in this section concerning DTC and DTC’s book-entry system has been furnishedby DTC for use in disclosure documents, and the Agency takes no responsibility for the accuracy orcompleteness thereof. The Agency cannot and does not give any assurances that DTC will distribute toDirect Participants, or that Direct Participants or Indirect Participants will distribute to the BeneficialOwners, payments of principal of, interest, and premium, if any, on the Bonds paid or any redemption orother notices or that they will do so on a timely basis or will serve and act in the manner described in thisRemarketing Supplement. Neither the Agency nor the Trustee are responsible or liable for the failure ofDTC or any Direct or Indirect Participant to make any payments or give any notice to a Beneficial Owneror any error or delay relating thereto. Accordingly, no representations can be made concerning thesematters and neither the Direct nor Indirect Participants nor the Beneficial Owners should rely on thefollowing information with respect to such matters but should instead confirm the same with DTC or theDTC Participants, as the case may be.

DTC will act as securities depository for the Bonds. The Bonds will be executed and delivered asfully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such othername as may be requested by an authorized representative of DTC. One fully-registered certificate will beexecuted and delivered for each maturity of the Bonds, each in the aggregate principal amount of suchmaturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized underthe New York Banking Law, a “banking organization” within the meaning of the New York Banking Law,a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New YorkUniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17Aof the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issuesof U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments(from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC alsofacilitates the post-trade settlement among Direct Participants of sales and other securities transactions indeposited securities, through electronic computerized book-entry transfers and pledges between DirectParticipants’ accounts. This eliminates the need for physical movement of securities certificates. DirectParticipants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearingcorporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust& Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities ClearingCorporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCCis owned by the users of its regulated subsidiaries. Access to the DTC system is also available to otherssuch as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearingcorporations that clear through or maintain a custodial relationship with a Direct Participant, either directlyor indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rulesapplicable to its Participants are on file with the Securities and Exchange Commission. More informationabout DTC can be found at www.dtcc.com and www.dtc.org. The information set forth on such websitesis not incorporated herein by reference thereto.

Purchases of the Bonds under the DTC system must be made by or through Direct Participants,which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaserof a Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records.Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are,however, expected to receive written confirmations providing details of the transaction, as well as periodicstatements of their holdings, from the Direct or Indirect Participant through which the Beneficial Ownerentered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries

Appendix G - 2

made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. BeneficialOwners will not receive certificates representing their ownership interests in the Bonds, except in the eventthat use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC areregistered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requestedby an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the nameof Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has noknowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of theDirect Participants to whose accounts such Bonds are credited, which may or may not be the BeneficialOwners. The Direct and Indirect Participants will remain responsible for keeping account of their holdingson behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by DirectParticipants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Ownerswill be governed by arrangements among them, subject to any statutory or regulatory requirements as maybe in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment thetransmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders,defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Bondsmay wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmitnotices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names andaddresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are beingprepaid, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in suchissue to be prepaid.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect toBonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usualprocedures, DTC mails an Omnibus Proxy to the Agency as soon as possible after the record date. TheOmnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whoseaccounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payment of redemption proceeds, principal of, and interest on, the Bonds will be made to Cede &Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practiceis to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail informationfrom the Agency or Agent, on payable date in accordance with their respective holdings shown on DTC’srecords. Payments by Participants to Beneficial Owners will be governed by standing instructions andcustomary practices, as is the case with securities held for the accounts of customers in bearer form orregistered in “street name,” and will be the responsibility of such Participant and not of DTC (nor itsnominee), the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be ineffect from time to time. Payment of redemption proceeds, principal and interest payments to Cede & Co.(or such other nominee as may be requested by an authorized representative of DTC) is the responsibilityof the Authority or the Trustee, disbursement of such payments to Direct Participants will be theresponsibility of DTC, and disbursement of such payments to the Beneficial Owners will be theresponsibility of Direct and Indirect Participants.

A Beneficial Owner shall give notice to elect to have its Bonds purchased, through its Participant,to the Remarketing Agent, and shall effect delivery of such Bonds by causing the Direct Participant totransfer the Participant’s interest in the Bonds, on DTC’s records, to the Remarketing Agent. Therequirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase

Appendix G - 3

will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants onDTC’s records and followed by a book-entry credit of tendered Bonds to the Remarketing Agent’s DTC account.

DTC may discontinue providing its services as depository with respect to the Bonds at any time bygiving reasonable notice to the Agency or the Trustee. Under such circumstances, in the event that asuccessor depository is not obtained, Bonds are required to be printed and delivered.

The Agency may decide to discontinue use of the system of book-entry transfers through DTC. Under such circumstances, in the event that a successor depository is not obtained, Bonds are required tobe printed and delivered.

Appendix G - 4