NEW ISSUE-FULL BOOK ENTRY NOT RATED In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2019 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS” herein. $14,010,000 CITY OF ROSEVILLE WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2019 Dated: Date of Delivery Due: September 1, as shown below The bonds captioned above (the “2019 Bonds”), are being issued by the City of Roseville (the “City”) by and through its Westbrook Community Facilities District No. 1 (Public Facilities) (the “District”). The 2019 Bonds are special tax obligations of the City, authorized pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the “Act”), and are issued pursuant to the Resolution of Issuance (as defined herein) and a Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of May 1, 2019, which supplements the Fiscal Agent Agreement dated as of December 1, 2014, as previously supplemented by a Supplemental Agreement No. 1, dated as of July 1, 2018 (collectively, the “Fiscal Agent Agreement”) by and between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”). The 2019 Bonds are being issued to (i) construct and acquire certain public facilities of benefit to the District, (ii) provide for a deposit to a debt service reserve account for the 2019 Bonds, (iii) provide capitalized interest on a portion of the debt service due on the 2019 Bonds through September 1, 2019, and (iv) pay costs of issuance of the 2019 Bonds. Interest on the 2019 Bonds is payable semiannually on March 1 and September 1 of each year, commencing September 1, 2019. The 2019 Bonds represent the third series of special tax bonds issued for the District, and the issuance of additional parity bonds in the future is contemplated, subject to the conditions set forth in the Fiscal Agent Agreement. See “THE BONDS – Authority for Issuance” and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Future Parity Bonds.” The 2019 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. See “APPENDIX G – THE BOOK-ENTRY SYSTEM.” The 2019 Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (as defined herein) to be levied by the City on real property within the boundaries of the District, from the proceeds of any foreclosure actions brought following a delinquency in the payment of the Special Taxes, and from amounts held in certain funds under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. In the event of delinquency, proceedings may be conducted only against the parcel of real property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay a Special Tax even though financially able to do so. To provide funds for payment of the 2019 Bonds and the interest thereon as a result of any delinquent Special Taxes, the City will establish a debt service reserve account for the 2019 Bonds from proceeds of the 2019 Bonds, as described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Property in the District subject to the Special Tax comprises approximately 398.4 gross acres northwest of the center of the City currently planned for 2,029 residential units, planned as 1,401 single-family and 628 multi-family units (263 of which are planned as market rate units subject to the Special Tax, and the remaining 365 of which are planned as very-low income affordable or low income affordable units that would not be subject to a Special Tax) and, to a lesser extent, commercial uses. The land is currently partially developed and controlled by the master developer, multiple merchant homebuilders and homeowners. See “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” The 2019 Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See “THE BONDS — Redemption.” NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF PLACER, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2019 BONDS. THE 2019 BONDS DO NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING “SPECIAL RISK FACTORS,” SHOULD BE READ IN ITS ENTIRETY. This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the 2019 Bonds. Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. See “SPECIAL RISK FACTORS” herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set forth herein, in evaluating the investment quality of the 2019 Bonds. The 2019 Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall, a Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will also be passed on by Jones Hall, as Disclosure Counsel and Kutak Rock LLP, Irvine, California, as counsel to the Underwriter. Certain legal matters will be passed upon for the City by the City Attorney. It is anticipated that the 2019 Bonds will be available for delivery to DTC on or about May 2, 2019. The date of this Official Statement is April 17, 2019. CITY OF ROSEVILLE WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2019 MATURITY SCHEDULE Maturity Principal Interest CUSIP (September 1) Amount Rate Yield Price (777870) 2020 $45,000 5.000% 1.690% 104.334% ZA7 2021 60,000 5.000 1.910 107.008 ZB5 2022 75,000 5.000 2.040 109.481 ZC3 2023 95,000 5.000 2.230 111.371 ZD1 2024 115,000 5.000 2.340 113.254 ZE9 2025 135,000 5.000 2.430 114.992 ZF6 2026 160,000 5.000 2.490 116.719 ZG4 2027 185,000 5.000 2.570 118.115 ZH2 2028 210,000 5.000 2.670 117.885(C) ZJ8 2029 235,000 5.000 2.770 117.150(C) ZK5 2030 265,000 5.000 2.850 116.566(C) ZL3 2031 295,000 3.000 3.270 97.275 ZM1 2032 320,000 3.125 3.330 97.804 ZN9 2033 350,000 3.125 3.370 97.230 ZW9 2034 375,000 3.250 3.420 97.981 ZP4 2035 405,000 3.250 3.470 97.271 ZQ2 $915,000 3.375% Term Bond Due September 1, 2037; Yield 3.570%; Price: 97.389% CUSIP†: 777870ZR0 $1,670,000 5.000% Term Bond Due September 1, 2040; Yield 3.350%; Price: 112.993%(C) CUSIP†: 777870ZT6 $2,950,000 5.000% Term Bond Due September 1, 2044; Yield 3.440%; Price: 112.363%(C) CUSIP†: 777870ZU3 $5,150,000 5.000% Term Bond Due September 1, 2049; Yield 3.490%; Price: 112.015%(C) CUSIP†: 777870ZV1 _________________________________ (C) Priced to optional call at 103% on September 1, 2026. † Copyright 2019, American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by Standard & Poor’s Capital IQ, and are provided for convenience of reference only. Neither the City nor the Underwriter assumes any responsibility for the accuracy of these CUSIP data. CITY OF ROSEVILLE, CALIFORNIA City Council John B. Allard II, Mayor Krista Bernasconi, Vice Mayor Scott Alvord, Councilmember Bruce Houdesheldt, Councilmember Pauline Roccucci, Councilmember City Staff Dominick Casey, City Manager Dennis Kauffman, Chief Financial Officer Robert R. Schmitt, City Attorney Sonia Orozco, City Clerk ____________________________ SPECIAL SERVICES Bond Counsel Jones Hall, A Professional Law Corporation San Francisco, California Municipal Advisor Hilltop Securities Inc. Encino, California Appraiser Integra Realty Resources Sacramento, California Special Tax Administrator Willdan Financial Services Temecula, California Fiscal Agent The Bank of New York Mellon Trust Company, N.A. Los Angeles, California Disclosure Counsel Jones Hall, A Professional Law Corporation San Francisco, California GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the sale of the 2019 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the 2019 Bonds. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City, the words or phrases “will likely result,” “are expected to”, “will continue”, “is anticipated”, “estimate”, “project,” “forecast”, “expect”, “intend” and similar expressions identify “forward looking statements.” Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements.