Roseville City Council
October 15, 2025

Mobile Location Data
13 Roseville Square

Baseline Comparisons
• Compared to other Hobby Lobby
locations, this particular experiences

13.7% higher foot traffic. Comparing
to venues within the Hobby, Toy, and
Game Store industry, it performs 3x
better in terms of foot traffic
Average Monthly Visitation
• Visitation to this Hobby Lobby has
historically been between 22,000
and 46,400 people per month
• The people that most often visits
this venue are 35 to 44 years old and
have an median income of $80k and
above
Hobby Lobby
Mobile Location Data
14

• Although they account for
a much larger proportion
of total visits, only 52% of
unique visitors to Hobby
Lobby live within 5 miles of
the store on Sunrise Ave in
Roseville. The map
indicates this locations
serves consumers from
across Placer, Sacramento,
and El Dorado Counties.

Hobby Lobby
Mobile Location Data
15

Hobby Lobby
Mobile Location Data
16

Retail Trade Area

18 Retail Trade Area
Overview
One of the most important components of a retail market study is the determination of an area’s Retail Trade Area. Traditionally, trade areas have been defined by radials rings or drive-time delineations, but these methodologies frequently underestimate trade area populations by not properly reflecting a retail market’s actual draw of consumers. Instead, The Retail Coach utilizes mobile location data platforms to map where actual consumers are traveling from to shop in a specific community.

The Primary Retail Trade Area for the two study area corridors - based on actual consumer mobile location data - extends well beyond the official city limits of Roseville. The combination of relatively strong mix of anchor tenants, along with position on major thoroughfare and proximity to Walmart/Target has created a draw for consumers from throughout the region and state. Based on this data, the true Retail Trade Area includes a population over 550,000 people; roughly 3.5x population of Roseville alone.

Understanding the trade area population allows for additional insights into spending potential of the region that helps shape a retail recruitment strategy. For example, spending at restaurants within the retail trade area is projected to increase by over $113 million by 2029. As a sector that is already under served - both in total number of full-service restaurants and in regards to feedback from community members - the level of demand suggests an emphasis on restaurant recruitment is needed.

Demographics
Retail Trade Area
19 City
Limits
Retail Trade
Area
Est.

Population 159,134 555,170
Avg. HH
Income $152,215 $128,245
Med. HH
Income $113,716 $94,522
Med. Age 40.8 39.8
Growth
Projection 7.3% 3.5%

Retail Demand Outlook
Source: Claritas, 2024 20
Retail Trade Area
NAICS
Code Description 2024
Demand
2029
Demand Growth CAGR
(%)
Total Retail + Restaurant $6,949,663,203 $7,830,711,122 $881,047,919 2.42% 441 - - - Motor Vehicles + Parts $1,342,166,936 $1,501,752,707 $159,585,770 2.27% 442 - - - Furniture + Home Furnishings $86,788,092 $98,854,846 $12,066,754 2.64% 443 - - - Electronics + Appliances $102,967,841 $115,954,366 $12,986,524 2.40% 444 - - - Building Materials + Gardening Equipment $452,752,493 $510,860,705 $58,108,212 2.44% 445 - - - Food + Beverage Stores $1,015,887,893 $1,150,359,780 $134,471,887 2.52% 4452 - - Specialty Food Stores $25,834,336 $29,313,908 $3,479,571 2.56% 446 - - - Health + Personal Care Stores $188,972,111 $215,629,033 $26,656,921 2.67% 448 - - - Clothing + Accessories Stores $204,061,599 $217,801,487 $13,739,888 1.31% 44811 Men’s Clothing Stores $3,349,135 $3,338,093 -$11,042 -0.07% 451 - - - Sporting Goods, Hobby, Musical, Book Stores $150,021,420 $170,881,847 $20,860,427 2.64% 452 - - - General Merchandise Stores $766,211,258 $858,696,962 $92,485,704 2.31%

Source: Claritas, 2024 21
Retail Trade Area
Retail Demand Outlook
NAICS
Code Description 2024
Demand
2029
Demand Growth CAGR
(%)
Total Retail + Restaurant $6,949,663,203 $7,830,711,122 $881,047,919 2.42% 722 - - - Food Service + Drinking Places $788,959,572 $902,088,657 $113,129,085 2.72% 7223 - - Special Food Services $63,753,323 $72,316,498 $8,563,175 2.55% 722511 Full-Service Restaurants $368,684,556 $420,961,074 $52,276,518 2.69% 722513 Limited-Service Restaurants $263,735,929 $303,244,688 $39,508,760 2.83% 722514 Cafeterias + Grill Buffets $6,704,050 $7,709,611 $1,005,560 2.83% With the exception of the Clothing Sectors, there is a steady amount of growth expected across the retail and restaurant industry over the next 5 years. Much of this is likely attributable to the strong resident growth projections for the trade area.

Still, the Food + Drinking Places sectors outpace the other with a higher compounded annual growth rate than the total rate, or any other sectors.

Source: ESRI, 2024 22
Retail Trade Area
Psychographics Overview
ESRI’s Tapestry Segmentation classifies US neighborhoods into 67 unique segments, based on demographics and socioeconomic characteristics. These segments share behavioral traits and help us understand what people spend money on, their economic standing, and how best to reach them. This table outlines the top tapestry segments in the Roseville Trade Area.

Source: ESRI, 2024 23
Retail Trade Area
Psychographics Overview
Top Segments in Roseville
Retail Trade Area
Households
(%)
Boomburbs
(1C) 12.4%
Home Improvement
(4B) 9.4%
Bright Young Professionals
(8C) 7.5%
Workday Drive
(4A) 7.2%
Parks and Rec
(5C) 7.1%

Source: ESRI, 2024 24
Retail Trade Area
Psychographics: Boomburbs

Source: ESRI, 2024 25
Retail Trade Area
Psychographics: Boomburbs

Source: ESRI, 2024 26
Retail Trade Area
Psychographics: Home Improvement

Source: ESRI, 2024 27
Retail Trade Area
Psychographics: Home Improvement

Source: ESRI, 2024 28
Retail Trade Area
Psychographics: Home Improvement

Source: ESRI, 2024 29
Retail Trade Area
Psychographics: Home Improvement

Source: ESRI, 2024 30
Retail Trade Area
Psychographics
Boombubs Home Improvement Bright Young Professionals

SWOT Analysis

Strengths + Weaknesses
SWOT
32 Strengths
• Freeway frontage + access with strong
traffic counts
• Existing key anchors:

Trader Joes, Grocery Outlet, The Home
Depot, Ross, Hobby Lobby,
TJ Maxx
• Proximity to top retail anchored
centers (Walmart + Target)
• Access to multiple high-end residential
areas
• Strong demographic market for retail
with high degree of disposable incomes
Weaknesses
• Age of shopping centers and other
retail spaces
• Disjointed / multiple ownership of
shopping center parcels
• Disinterested or non-motivated
property owners
• Lack of new ground-up opportunities,
redevelopment projects are only
option in most cases

Opportunities
• Infill spaces available,
2nd-generation anchor and junior
anchor boxes for brands looking to
avoid new construction costs
• Potential change in use properties
or relocation of low-end commercial
for new retail development
• Identified properties for potential
new housing development projects
Opportunities + Threats
SWOT
33 Threats
• Continued success and expansion
of Galleria area
• Perceived challenges by developers /
investors (i.e., misconception on
drive-thru requirements)
• High interest rates and
construction costs
• Uncertain future of some big-box
anchor tenants

Retail Inventory Review

• Strong anchor in Trader Joes, but
having three grocery stores in
one shopping center does not
achieve optimal retail mix.
• Great location with access back
to freeway, but tenant roster
needs to be improved - BioLife
Plasma does not assist in
attracting strong co-tenants.
• ± 17.5 acres make this site an
excellent candidate for mixeduse project
• Redevelopment of gas station
and Starbucks moving across
the street may allow for future
additional outparcel
Roseville Square
Retail Inventory Review
35

• Former car dealership
location ideal for
redevelopment project
• Strong visibility and
access for retail and
restaurant use
• “Front door” of the
Douglas Blvd gateway,
so use needs to take
advantage of location
and present a good first
impression to visitors
exiting the freeway
111 Sunrise Avenue
Retail Inventory Review
36

• Potential redevelopment site, as
auto repair shops and garages are
not the highest and best use for the
prime retail frontage along the first
section of Douglas Blvd as you exit
the freeway.
• Site would make excellent location
for food user, especially sit down
restaurant with multiple points of
access.
• Depth of the site could also allow
for a small mixed-use project, as
adjacent parcels have medical,
residential, and commercial uses in
place.

Car Lot
Retail Inventory Review
37

• Good mix of national
anchors with TJ Maxx,
Fleet Feet, Anytime
Fitness, and Panera -
although AAA and
Army National Guard
to not ideal co-tenants
• Center is one of the
best kept properties in
the corridor and
shows signs of good
management
TJ Maxx Center
Retail Inventory Review
38

• Appearance is very dated, but Hobby
Lobby and Ross both seem to create
significant draw to the center
• Adjacent tenanting is poor, with
thrift shop, nail salon, and
professional service offerings
• Potential for additional outparcel, as
there appears to be excess parking
onsite
• Center is split into multiple parcels,
creating more difficulty for
redevelopment or multi-owner
collaboration / buy-in
Hobby Lobby
Retail Inventory Review
39

• Property appears very dated and
is in need of façade improvements
• 99 Cent vacancy presents
opportunity for new tenant to
improve mix
• Great visibility and access points,
however traffic tends to stack up
along Douglas Blvd during certain
points of the day and increases
difficulty of ingress/egress
• Parked trucks and potential
violations leads to questions
about property management.

However, center is split into
multiple parcels, creating more
difficulty for redevelopment or
multi-owner collaboration / buy-in
Office Depot
Retail Inventory Review
40

• Former Claim Jumpers
restaurant (12,427 sf building
on 2.7 acres)
• Strong visibility from
Freeway, although building is
set back and elevated from
Harding Blvd - landscaping
obstructs visibility.
• Depth and size of the site
allows for potential mixeduse development with
relatively minimal demolition
compared to other sites
along the corridor.

Claim Jumpers
Retail Inventory Review
41

• Independent, budget hotel
and former restaurant in
need of redevelopment
• Strong visibility from freeway
and multiple access points
for ingress/egress
• Ownership seems opposed
to selling or improving
property
• Depth of site presents strong
opportunity for mixed-use
project
Heritage Inn + Waffle Square Restaurant
Retail Inventory Review
42

Recruitment
Recommendations

Based on the findings from the retail corridor analysis of Douglas-Harding and Douglas-Sunrise areas - in combination with our experience in the retail industry - The Retail Coach recommends the following points of action:

1. Create a unified, collaborative effort for retail economic development. A specific agency or individual needs to be identified and properly equipped with resources to secure buy-in and collaboration with various stakeholders that play a role in impacting the city’s ability to recruit new retail and restaurants.

2. Finding retail-specific information needs to be easier on the City website, as currently all economic development information seems to be grouped together.

A landing page solely for retail commercial development needs to be created to host demographic, zoning, site information, and other details that are specific to retail commercial use.

Additionally, a direct navigational link for the existing Incentives page on needs to be added to the main Business drop-down menu. The City needs to promote those resources to maintain a business-friendly reputation.

Points of Action
Recruitment Recommendations
44

2. Identify and maintain an ongoing inventory of potential retail sites for desired tenants and ensure that planning, zoning, and stakeholder buy-in are aligned with the plan for retail attraction. The potential tenants (and their corresponding needs) will differ between these two retail corridors and other parts of the Roseville market. Sites are currently listed for Downtown Roseville on the City website, but a section for available sites in the commercial corridors needs to be added.

3. Engage with developers, property owners, and businesses in the two corridors to collaborate and educate. This will help ensure there is less confusion about any city zoning or approval processes, proper awareness of any local/state resources available, and open lines of communication to streamline discussions with potential tenant prospects. One method to accomplish this is to host quarterly or semi-annual webinars to discuss the retail market, provide updates on ongoing projects, and share latest news
Points of Action
Recruitment Recommendations
45

4. Retail must be recruited! Designate a representative(s) for the city to engage with site selectors, brokers, and developers to recruit new projects. This is a relationships business, so involvement with retail real estate organizations like ICSC and attending industry events are helpful to establishing relationships with key decision makers for expanding brands. The City needs to plan for these events, create an outreach strategy for attendees to schedule appointments while at the conferences, and follow up accordingly.

5. Create marketing/informational flyer for the commercial corridors for the requirements regarding drive-thru concepts. Developers have expressed confusion about their ability to bring in concepts to the corridors that require a drive-thru window, to the point of incorrectly stating that “drive-thru concepts are not allowed”. These misconceptions need to be corrected with education and marketing materials.

Points of Action
Recruitment Recommendations
46

6. Consider façade improvement program for the commercial corridors similar to the Downtown program to incentivize shopping center owner to invest in their properties. A minimum frontage requirement could be explored to promote collaboration between property owners in those centers that are sub-divided.

7. Consider a Preferred Developer Program for individuals or firms that have proven to meet the City’s desired criteria through previous projects. Preferred status can result in expedited zoning/planning/design approvals, additional incentive programs, or other resources offered by the City.

8. Strong enforcement of existing codes is essential to ensure the commercial corridors are not discouraging new investment during site tours. Properly managed landscaping and sidewalks, long term parking of vehicles, and properly maintained dumpsters can all play a role in the decisions made by developers and tenants alike.

Points of Action
Recruitment Recommendations
47

As part of the Retail Market Analysis, The Retail Coach has prepared a list of potential prospects for recruitment to Roseville (Retail Match List on Page 49). These brands were selected based upon trade area data, existing store locations, available real estate, cotenancy, and expansion plans. Tenants included on the list represent traditional retail, restaurants (full-service and fast-casual), fitness, and grocery.

A specific brand not being included on the Retail Match List does not necessarily mean that they will not consider these corridors for a potential new location. Many factors go into how a brand selects a new location including franchisee support and input, adjacent uses and tenants, area growth projections, and special development projects. Therefore, a brands absence from the Retail Match List does not suggest that representatives of the City should forego attempts to engage in conversations with their real estate department or brokers. The Retail Coach encourages client communities to reach out to brands for feedback, as even negative feedback or reasons a brand decide to not pursue a market can be important input for planning purposes.

A core belief of The Retail Coach is that retail must be recruited. In our experience, communities that play an active role in the recruitment of retail and developers oftentimes have the most success in attracting new brands to their community.

Prospective Retail + Restaurants
Recruitment Recommendations
48

Prospective Retail + Restaurants
Recruitment Recommendations
49 Container Store
Farmer Boys
Pet Supplies Plus
Qdoba
PGA Superstore
85c Bakery
The Melt
Slice House
The Boiling Crab
Boot Barn
Crab N Spice
Philz Coffee

5.11 Tactical
Ace Pickleball
Rebounderz
Adventure Park
Camp Pickle /
Jaguar Bolera
SusieCakes
Urban Plates
Pacific Catch
Burgers and Brew

www.TheRetailCoach.net
800.851.0962

AUSTIN, TEXAS

DALLAS, TEXAS

TUPELOMISSISSIPPI
Charles Parker
Project Director
c. 662-231-9078
e. [email protected]
CONTACT:

Via Electronic Mail
May 8, 2024
Gina McColl, Economic Development Analyst II

CITY OF ROSEVILLE
311 Vernon Street
Roseville, CA 95678
EXECUTIVE SUMMARY – ROSEVILLE RESIDENTIAL ECONOMIC STUDY Dear Ms. McColl:

RSG was retained by the City of Roseville (“City”) to evaluate the opportunities and feasibility of housing development in the Douglas-Harding and Douglas-Sunrise Corridor Specific Plan Areas.

This Executive Summary provides an overview of RSG’s findings and recommendations further detailed in the accompanying Roseville Residential Economic Study.

KEY FINDINGS AND RECOMMENDATIONS
The Douglas-Harding and Douglas-Sunrise Corridor Specific Plan Areas are built out with few infill sites and high land costs compared to Roseville and surrounding communities. RSG concludes that residential development will be challenged by the lack of ready and reasonably affordable sites, not to mention the unfavorable economic conditions facing most developers today. As a result, patience combined with incentives may be necessary if the City wishes to prioritize residential development in the Specific Plan Areas.

1. Market Rate Infill Constrained by Land Cost and Availability: A market rate multifamily development built at scale of typical developments in the surrounding community would require approximately 10-15 acres of developable land. While there is an ample supply of vacant land in Roseville and surrounding cities, there are very few vacant sites in the Specific Plan Areas, driving up land cost and making projects more difficult to achieve.

2. Market Conditions Currently Unfavorable: These land conditions, paired with increased interest rates and high development costs render market rate multifamily housing development currently infeasible. We anticipate development in the Specific Plan Areas may not be feasible for approximately 10 years or longer. For future development feasibility to improve, RSG projects rents would need to increase ~20% and interest and cap rates to decrease ~0.75%.

3. Anticipated Additional Subsidies needed for Affordable Housing: Affordable housing projects are typically subsidized with Low Income Housing Tax Credits (“LIHTC”) and other, often local, subsidies. For example, RSG found that a 150-unit family project would require not only debt, LIHTC, and a typical deferred developer fee, but additional subsidies of ~$8.8 million ($59,000 per unit) excluding land cost, or ~11.8-$14.8 million ($79,000- $99,000 per unit) including land cost. As such, the City should expect to provide gap financing in the form of land donation or development funding if it would like to incentivize affordable housing development in the Specific Plan Areas.

Gina McColl, Economic Development Analyst II

CITY OF ROSEVILLE
May 8, 2024

4. Ways City May be Able to Incentivize Development in Specific Plan Areas: In addition to waiting for market conditions to improve and providing gap financing, the City may consider infill incentives that attract developers to the Specific Plan Areas, including:
• Reduced Fee Programs
• Infill Development Incentive Program
• Infill Incentive Plan
• Infill Infrastructure Grant
• Prioritization of Infrastructure Upgrades
• Property Tax Abatement
The City may also consider other incentives with limited impact, including flexible design standards, reduction of setback requirements, and business permit streamlining.

BACKGROUND
The Douglas-Sunrise Corridor Specific Plan area is 250-acres and the Douglas-Harding Corridor Specific Plan area is 152-acres. Both areas are primarily comprised of commercial uses with some residential, public, and open space uses. The City’s Housing Element Site Inventory includes 187 acres of property yielding over 4,500 units, but only 2 of those sites are in the Specific Plan Areas and total less than 1.5 acres.

The main objectives of the Specific Plans are to attract and support new residential units to create a mixed-use environment, create a compatible relationship between commercial and residential uses, and establish regulatory mechanisms that streamline the development process for projects that promote Specific Plan objectives.

DEMOGRAPHICS SUMMARY
Roseville has experienced significant growth in the past decade. Roseville’s population growth has outpaced nearby cities and the rest of Placer County over the past 10 years, with migration trends indicating a preference for Roseville over higher-cost metropolitan areas across the state.

Families make up a considerable portion of households in the city and Roseville’s population is skewed towards younger individuals when compared to the County, suggesting a dynamic community with preferences for growth and opportunity.

Over the last decade, the city has seen a 41 percent increase in job growth and a 20 percent increase in housing, suggesting healthy growth towards a balanced job-housing ratio. However, the City should be mindful of maintaining steady housing growth to accommodate the population and job growth.

DEVELOPER FEEDBACK
RSG interviewed 6 developers that have completed market and affordable projects in Roseville and surrounding communities to identify threats, opportunities, strengths, and weaknesses of residential development in Roseville. The feedback is summarized in the table below.

Gina McColl, Economic Development Analyst II

CITY OF ROSEVILLE
May 8, 2024

THREATS (EXTERNAL)
• High interest rates
• Difficulty obtaining construction financing
• Developer interest in parcels located outside
of City limits; The City may want weigh the
consequences of this not only on infill
development but also perpetuating urban
sprawl.

OPPORTUNITIES
• Increased affordable housing rent limits due
to increases in County median income
• Success securing affordable housing
funding
• Lack of affordable 60-80% AMI units in the
City
• Steady market-rate rents
• TIF districts

WEAKNESSES
• High impact fees*
• Availability of vacant land in some areas of
the City
• Higher parking requirements compared to
nearby cities
• Lack of steady affordable housing funding
available at the City-level

STRENGTHS
• Efficient Planning Department*
• Qualified City staff
• Proactive City Council
• City-owned water supply and electricity à
cost savings and improved service
• Full-service City
Thank you for the opportunity to assist the City plan for infill residential development in the two Specific Plan areas. If we can be of further assistance, please do not hesitate to ask.

Sincerely,
RSG, INC.

Jim Simon, Principal Alex Lawrence, Senior Associate
Enclosure: Roseville Residential Economic Study

Roseville Residential
Economic Study
May 8, 2024

Introduction and Executive Summary
5/8/24 Roseville Residential Economic Study
RSG was retained by the City of Roseville to evaluate the opportunities and feasibility of housing development in the Douglas-Harding and Douglas-Sunrise Corridor Specific Plan areas.

This study includes the following components:

As demonstrated in this study, RSG concludes that residential development will be challenged by current market conditions and a lack of ready and reasonably affordable sites.

The City should expect to provide gap financing for affordable housing, while identifying incentives if it desires to bring market rate housing to the area.

Multifamily market-rate feasibility
analysis and absorption analysis
Affordable housing
feasibility analysis
Inventory of potential
opportunity sites
Demographic study

Area Overview
Placer County
• Six incorporated cities and towns
• Population of 410,305 (2023)
City of Roseville
• 16 miles northeast of Sacramento
• Largest city in Placer County
• Population of 152,928 (2023)
Douglas-Harding Corridor Specific Plan
• 152-acres
• Primarily commercial uses, with some residential homes and multi-family properties Douglas-Sunrise Corridor Specific Plan
• 250-acres
• Mix of commercial areas, residential neighborhoods, public-designated land, and a dog park 5/8/24 Roseville Residential Economic Study
Source: CA DOF, Corridor Specific Plans
Douglas-Harding
Corridor
Douglas-Sunrise
Corridor

Existing Land Uses
Designated residential uses make up a majority of
existing uses throughout the City, but only approximately 30% of existing uses in the Douglas-Harding Corridor and 10% in the Douglas-Sunrise Corridor
5/8/24 Roseville Residential Economic Study
Sources: City of Roseville 2035 General Plan Update EIR, Corridor Specific Plans 1 Other uses include Central Business District, Public/Quasi-Public, Parks and Recreation, Open Space, and Urban Reserve 2 Totals may not add due to rounding. t
Acres Residential Commercial Office Industrial Other1 Total2 City of Roseville 13,100 2,265 800 2,365 8,100 26,000
Douglas-Harding 47 99 2 - - 152
Douglas-Sunrise 28 180 9 - 7 251

Objectives of the Specific Plans
Attract new development and
redevelopment that is an
integrated part of the Plan Areas
5/8/24 Roseville Residential Economic Study
Support new residential units
within the Plan Areas to create a
mixed-use environment that
supports local businesses
Create a compatible and
harmonious relationship between
residential and commercial
development
Establish regulatory
mechanisms that streamline the
development process for
projects that promote plan
objectives

Douglas-Harding Corridor Setting
5/8/24 Roseville Residential Economic Study

Douglas-Sunrise Corridor Setting
5/8/24 Roseville Residential Economic Study

Residential Standards
In Both Specific Plan Areas
5/8/24 Roseville Residential Economic Study
Douglas-Harding Douglas-Sunrise
Low-Density Residential1 Up to 6.9 du/ac Up to 6.9 du/ac Medium-Density Residential2 Between 7 – 12.9 du/ac Between 7 – 12.9 du/ac High-Density Residential
> 13 du/ac
≤ 1 story taller than adjacent
SFR
30 ft. step-back
> 13 du/ac
≤ 1 story taller than adjacent
SFR
30 ft. step-back
Existing Residential Units 642 432
1 Refer to the Zoning Ordinance and Community Design Guidelines for additional Low- and Medium-Density Residential guidelines. 2 See above.

Site Inventory
5/8/24 Roseville Residential Economic Study

Douglas-Harding Potential Sites
5/8/24 Roseville Residential Economic Study
Source: ParcelQuest, City of Roseville
250 N Harding Blvd
Restaurant Use

2.7 acre
204 N Harding Blvd
Residential Use

3.5 acre
110 N Harding Blvd
Bank Use

2.1 acre
260 S Harding Blvd
Vacant Use

2.8 acre

Douglas-Sunrise Potential Sites
5/8/24 Roseville Residential Economic Study
Source: ParcelQuest, City of Roseville
199 Sunrise Ave
Office Use

15.3 acre TCAC Highest
Resource Opportunity
Area
111 Sunrise Ave
Automotive Use

2.8 acre

Demographic Trends
5/8/24 Roseville Residential Economic Study

Population Growth Trends – 2010 to 2023
5/8/24 Roseville Residential Economic Study
0%
5%
10%
15%
20%
25%
30%
35%
Roseville Rocklin Rest of County
56,720 (+25%)
172,233 (+8%)
118,180 (+29%)
Source: CA DOF
Over the past decade,
Roseville has
experienced the highest
population growth in
Placer County,
highlighting a clear
demand for a variety of
housing choices,
employment prospects,
and vibrant communities
within the city.

Household Sizes
A high proportion of family-sized households indicates a county-wide preference for easily accessible neighborhood amenities, reputable school districts, and housing located near job centers.
5/8/24 Roseville Residential Economic Study
0%
5%
10%
15%
20%
25%
30%
35%
1-Person 2-Person 3-Person 4-Person 5-Person 6-Person 7+ Person Source: ESRI (2020)
Average Household
Size (2020)
Roseville: 2.65
Placer County: 2.63

Age Characteristics
5/8/24 Roseville Residential Economic Study
0%
2%
4%
6%
8%
10%
12%
14%
0-4 5-9 10-14 15-24 25-34 35-44 45-54 55-64 65-74 75-84 85+ Working Age Population
Median Age (2020)
Roseville: 39.8
Placer County: 42.4
Source: ESRI (2020)

Migration Trends
Projected migration patterns suggest that individuals relocating to Roseville are looking to move from high-cost metropolitan areas. These trends imply a desire for more affordable housing options without compromising on quality of life. 5/8/24 Roseville Residential Economic Study
Source: Redfin.com (Q1 2024)

Distance Traveled by Workers Employed
in Roseville and Placer County
5/8/24 Roseville Residential Economic Study
0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%
Less than 10 miles
10 to 24 miles
25 to 50 miles
Greater than 50 miles
County (2011)
County (2021)
Roseville (2021)
Roseville (2011)
Source: US Census Bureau – OnTheMap (2021)

Workforce Composition
Roseville’s workforce composition has shifted over the last 10 years, with 55+ individuals making up a larger portion of the workforce today. 5/8/24 Roseville Residential Economic Study
79,156
56,018 21.9%

25.8%

55.3%

56.9%

22.7%

17.3%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
2021
2011
Primary Jobs in Roseville by Age (2011 vs. 2021)
Age 29 or younger Age 30 to 54 Age 55 or older
Source: US Census Bureau – OnTheMap (2021)

0.0 0.5

1.0 1.5

2.0 2.5
Placer CountyRosevilleRocklinSacramento CountyCitrus HeightsElk GroveRancho CordovaCity of Sacramento 2021 Jobs-Housing Ratio
In 2021, Roseville had a jobs-housing ratio of 1.36, which is the third highest across Placer and Sacramento County.

Jobs and Housing
5/8/24 Roseville Residential Economic Study
Source: US Census Bureau – OnTheMap (2021), CA DOF
Recognized Standard Typically Around ~ 1.5

Jobs and Housing
The number of jobs in Roseville has increased by more than 40% since 2011. 5/8/24 Roseville Residential Economic Study

0.00 0.50

1.00 1.50

2.00 2.50
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
Placer CountyRosevilleRocklinSacramento CountyCitrus HeightsElk GroveRancho CordovaCity of Sacramento Percentage Changes in Jobs (2011 vs. 2021)
2021 Jobs / Housing Ratio % Change - Jobs
Source: US Census Bureau – OnTheMap (2021), CA DOF

Jobs and Housing
The number of housing units in Roseville has increased approximately 20% in Roseville since 2011, indicating positive growth towards a balanced job-housing ratio of 1.5. 5/8/24 Roseville Residential Economic Study

0.0 0.5

1.0 1.5

2.0 2.5
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
Placer CountyRosevilleRocklinSacramento CountyCitrus HeightsElk GroveRancho CordovaCity of Sacramento Percentage Changes in Jobs and Housing (2011 vs. 2021)
2021 Jobs / Housing Ratio % Change - Housing % Change - Jobs Source: US Census Bureau – OnTheMap (2021), CA DOF

Rent Burdened Households
Percentage of occupied units where gross rent exceeds 30% of household income 5/8/24 Roseville Residential Economic Study

54.9% 55.4%

51.8%

53.4%
2012 2022
Placer County Roseville
Source: US Census Bureau

Home Prices vs. Apartment Rents
The surge in home prices has outpaced the growth in apartment rents significantly, potentially altering housing preferences as renters face high barriers to entry for homeownership.
5/8/24 Roseville Residential Economic Study
Sacramento-Roseville-Folsom Metropolitan Area
Source: S&P CoreLogic Case-Shiller U.S. National Home Price Index, CoStar, April 2024

Demographics Summary
Population Growth
• Roseville’s population growth has outpaced nearby cities and the rest of Placer County in the last decade, with migration trends indicating a preference for the City over higher-cost metropolitan areas across the state
Demographics
• Families make up a considerable portion of households in the City, which is comparable with County trends
• Roseville’s population is skewed towards younger individuals when compared to the County, suggesting a dynamic community with preferences for growth and opportunity Jobs
• Roseville’s workforce is aging, with 55+ individuals making up five percent more of the workforce when compared to ten years ago
• Over the last decade, job growth has surpassed housing growth by over 20 percent, suggesting healthy growth towards a balanced job-housing ratio 5/8/24 Roseville Residential Economic Study

Market Rate Housing
Feasibility
5/8/24 Roseville Residential Economic Study

Historical Production
5/8/24 Roseville Residential Economic Study
Source: CoStar
Market and affordable deliveries in the City of Roseville 0 50
100
150
200
250
300
350
400
450
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Market Affordable

4 & 5-Star Rent History
5/8/24 Roseville Residential Economic Study
$1,200
$1,400
$1,600
$1,800
$2,000
$2,200
$2,400
$2,600
$2,800
$3,000
2012 2014 2016 2018 2020 2022 2024 2026 2028
Roseville-Rocklin Submarket
Current Rents
$2,363
Source: CoStar
Roseville-Rocklin Submarket
Projected

Pipeline Projects
Within 10 miles of Specific Plan Areas
5/8/24 Roseville Residential Economic Study
Type Units
Market 2,685
Affordable 868
Total 3,553
Market
Affordable
Source: CoStar

Historic and Projected Deliveries
5/8/24 Roseville Residential Economic Study
1 CoStar does not project affordable units delivered
0 50
100
150
200
250
300
350
400
450
2014 2016 2018 2020 2022 2024 2026 2028
Market Affordable
Source: CoStar
Market and affordable deliveries in the City of Roseville Projected1

Pipeline Projects
Within 10 miles of Specific Plan Areas
5/8/24 Roseville Residential Economic Study
Property Address City Status Units Acres Du/ac
6301-6351 W Oaks Blvd Rocklin Proposed 371 9.3 40
2480 E Bidwell St Folsom Under Construction 257 22.4 11 4748 Engle Rd Carmichael Proposed 18 0.9 19
7612 Gibson Ln Sacramento Proposed 744 4.9 151
6201 W Oaks Blvd Rocklin Proposed 68 4.3 16
5615 Pacific St Rocklin Proposed 180 8.2 22
129 Vernon St Roseville Under Construction 15 0.5 30
5601 Winding Way Carmichael Proposed 224 16.8 13
Baseline Rd Roseville Proposed 209 23.7 9
6000 Baseline Rd Roseville Proposed 1400 29.7 47
5250 Date Ave Sacramento Proposed 18 0.9 19
901 Galleria Blvd Roseville Proposed 800 20.0 40
6250 W Oaks Blvd Rocklin Proposed 397 18.2 22
3200 Pleasant Grove Blvd Roseville Under Construction 225 12.2 18 7815 Sayonara Dr Citrus Heights Proposed 24 0.8 28
1450 State Highway 193 Lincoln Proposed 271 19.9 14
Source: CoStar

Market Rate Land Requirements
Based on Recent Developments in 10 Mile Radius
5/8/24 Roseville Residential Economic Study
$400k per acre
• Excludes extraordinary
assembly costs or unique
environmental or
infrastructure costs
~12+ acre site
• ~25 du/acre (15-30 du/acre)
• >300 units

Market Rate Apartments
Not Feasible Today
Hypothetical 300-unit project on 12 acres in Specific Plan Areas 5/8/24 Roseville Residential Economic Study
New multifamily
construction conditions
are generally not
favorable today
Higher land costs in
specific plan areas (RSG
estimates 3x that of
other property) add an
additional barrier to
construction.

Land 1,200,000 acre 14,400,000
Construction Cost 336,800 unit 101,040,000
Total 384,800 unit 115,440,000
Monthly Rent $ 2,300 unit
Gross Stabilized Income 7,866,000 year
Less Expenses (2,850,000) year
Net Operating Income 5,016,000 year
Value 248,305 unit $ 74,491,531
Feasible / (Infeasible) $ (40,948,469)

Unique Challenges in Specific Plan Areas
Market rate multifamily will need
between 10-15 acres of vacant land
• No such supply in Specific
Plan areas
• Higher asking prices for
redevelopment sites
5/8/24 Roseville Residential Economic Study
In addition to market conditions that deter housing construction in the current market, the Douglas-Harding and Douglas-Sunrise Corridor Specific Plan areas face other challenges, including:

Ample supply of vacant land
elsewhere in Roseville
• Housing Element Site Inventory
includes 187 acres of property
(yielding over 4,500 units)
• Only two of these sites are in the
Specific Plan areas

Housing Element Sites
Two inventory sites in the Douglas-Harding
Corridor; none in the Douglas-Sunrise Corridor
5/8/24 Roseville Residential Economic Study
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Specific Plan
Infill
North
Roseville
Specific Plan
Downtown
Specific Plan
Downtown
Specific
Plan
Infill
Highland Reserve
North Specific
Plan
Northeast
Roseville
Specific Plan
North
Industrial
Plan Area
Southeast Roseville
Specific Plan
Northeast
Roseville Specific
Plan
Del
Webb Specific
Plan
Northwest
Roseville
Specific Plan
Stoneridge
Specific Plan
North Central
Roseville
Specific Plan
North
Roseville
Specific Plan
Infill
Sierra
Vista Specific
Plan
Infill
Infill
Infill
Creekview
Specific Plan
West
Roseville
Specific Plan
Amoruso Ranch
Specific Plan
Source: City of Roseville 2017
City Boundary
Specific Plan
Inventory Sites
General Plan Land Use
Low Density Residential
Medium Density Residential
High Density Residential
Neighborhood Commercial
Regional Commercial
Central Business District
Communicty Commercial
Business Professional
Light Industrial
Industrial
Open Space
Parks and Recreation
Public/Quasi Public
Transfer Station
Urban Reserve
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Specific Plan
Infill
Downtown
Specific Plan
Downtown
Specific
Plan
Northeast
Roseville
Specific Plan
S
Northeast
Roseville Spec
Plan
Del
Webb Specific
Plan
Northwest
Roseville
Specific Plan
North Central
Roseville
Specific Plan
North
Roseville
Specific Plan
Infill
1007 Douglas Blvd
Vacant

0.892 acre
1123 Wayne Dr
Vacant

0.572 acre

Market Rate Feasibility
5/8/24 Roseville Residential Economic Study
Increased in interest rates
with high development costs
and relatively stagnant
(albeit relatively high) rents
have slowed construction of
new housing across the
nation as has been well
documented
Today Feasible
Increase Market Rents $2,300 $2,825
OR Decrease in Interest Rates - 0.75%
RLV / Acre negative $400k
Demand Horizon +10 years Feasible
One or more factors
would need to change to
improve future
development feasibility
• Rents increase
+20%
• Interest & cap rates
decrease -0.75%
This may push demand
for new projects out
10 years
Even if land were available, higher land costs will delay absorption

Source: RSG Forecast
Absorption Forecast
5/8/24 Roseville Residential Economic Study
Outside Specific
Plan Areas Inside Specific Plan Areas
Acquisition Cost / Acre $400,000 $1,200,000
Available Land Area
(~ 12 acres minimum)
185.6 ac Vacant

1.4 ac Developed Redevelopment Sites Only
Absorption of ~ 300 Units By
2029-2031
After
2030-2032

Improving Market Rate Absorption
With an ample supply of more affordable and readily developable residential land elsewhere, the City has some inherent challenges to attracting market rate residential housing to the Specific Plan Areas in the foreseeable future.

As the supply of more affordable and available multifamily land dwindles, infill (redevelopment) sites including not only the Specific Plan Areas but downtown Roseville may be more
attractive for residential use.

If the City desires to expedite development in infill areas, it could consider incentives for reuse and redevelopment in the area. 5/8/24 Roseville Residential Economic Study

Affordable Housing Feasibility
5/8/24 Roseville Residential Economic Study

Existing CTCAC Multifamily
Housing Projects
• Majority of projects financed with Low-Income Housing Tax Credits (LIHTC) are located in the western portion of the City
• There are currently no LIHTC projects in the subject Specific Plan areas 5/8/24 Roseville Residential Economic Study
Source: 2024 Multifamily Housing Projects - CTCAC

CTCAC and HCD Opportunity Map
• Map implemented into
LIHTC and HCD
Multifamily Super NOFA
policies with goal of
increasing affordable
housing in high/highest
resource areas
• The specific plan areas
are largely designated
as “Moderate Resource”
while the northern
portion of the DouglasSunrise Corridor is
designated as “Highest
Resource”
5/8/24 Roseville Residential Economic Study
Douglas-Sunrise
Specific Plan Area
Source: 2024 CTCAC/HCD Opportunity Map

Affordable Housing Costs
2023 TCAC limits (most restrictive)
5/8/24 Roseville Residential Economic Study
Studio 1 BR 2 BR 3 BR 4 BR
100% Income Level $1,876 $2,010 $2,412 $2,786 $3,110
80% Income Level $1,502 $1,609 $1,930 $2,230 $2,488
50% Income Level $938 $1,005 $1,206 $1,393 $1,555
30% Income Level $563 $603 $723 $836 $933
Utility Allowance1 $42 $45 $52 $58 $66
1 Assumes electric heating, cooking, air conditioning and monthly base electric charge.

Source: TCAC Rent Limits 2023, Roseville Housing Authority Utility Allowance Schedule

Pipeline Projects
Within 10 miles of Specific Plan Areas
5/8/24 Roseville Residential Economic Study
Property Address City Building Status Units Acres Du/ac 12057 Fair Oaks Blvd Fair Oaks Under Construction 110 5.0 22 711 University Ave Rocklin Under Construction 288 10.9 26 4536 Auburn Blvd Sacramento Proposed 125 0.5 272
N Hayden Pky Roseville Under Construction 330 12.0 28
4317 Madison Ave Sacramento Proposed 119 3.1 39
102 Natoma St Folsom Proposed 140 4.9 29
4970 Rocklin Rd Rocklin Proposed 180 13.6 13
505 Royer St Roseville Proposed 59 0.4 156
3440 Westbrook Blvd Roseville Under Construction 284 5.5 52 Source: CoStar

Development Scenario Context
Density of an affordable housing site is primarily a function of financial feasibility (cost vs available subsidies)
• For example, City planning standards could allow for unlimited density, but the cost per unit of a high-rise development makes it financially infeasible
Cost is most feasible to affordable housing projects over 50 units in size and no more than 6 stories in height
• Typical affordable housing projects in Sacramento and Placer Counties are 3 or 4-story garden style apartments
• RSG used these design guidelines in formulating the following development scenarios
5/8/24 Roseville Residential Economic Study

Affordable Housing Development
Scenario Overview
5/8/24 Roseville Residential Economic Study
*All scenarios assume Type V Construction
Scenarios* 1 2 3 4
Housing Type Family Family Senior Senior
Stories 3 or 4 3 or 4 3 3
Housing Units 50 150 50 150
Land Area Needed 2 ac 6 ac 1 ac 3.5 ac

Affordable Housing Financing
Affordable housing rents are restricted below market rate, causing a financial gap. • Developers must secure gap financing to make a project feasible Most rental affordable housing projects are financed with multiple funding sources/subsidies including:
• Low Income Housing Tax Credits (LIHTC)
• Developer debt and equity
• Land donations from public or private entities
• Other State and local funding sources such as:
−California Department of Housing and Community Development (HCD) Multifamily Housing Program (MHP);
−HCD Infill Infrastructure Grant (IIG); and
−HCD Affordable Housing and Sustainable Communities Program (AHSC).

Tax credit application process and local and state financing applications are typically very competitive
Gap financing is not guaranteed and often takes a year or more to secure 5/8/24 Roseville Residential Economic Study

Family Project Feasibility
5/8/24 Roseville Residential Economic Study
50-Unit Project 150-Unit Project
Residential Development Cost1 $ 31,130,000 $ 63,170,000 per unit 623,000 421,000
Projected Debt Financing $ 2,490,400 $ 19,582,700
Projected Tax Credit Equity 21,479,700 28,426,500
Deferred Developer Fee 311,300 6,317,000
Projected Gap2 $ 6,848,600 $ 8,843,800
Gap per unit 136,972 58,959
1/ Development costs exclude land purchase price/ground lease 2/ Gap could be filled with state, local, or other private funding sources, subject to availability and project competitiveness

Senior Project Feasibility
Note: Despite lower costs per unit, developers are not pursuing senior projects because of amount of funds available for Family & PSH projects 5/8/24 Roseville Residential Economic Study
50-Unit Project 150-Unit Project
Residential Development Cost1 $ 28,150,000 $ 44,620,000 per unit 563,000 297,000
Projected Debt Financing $ 2,252,000 $ 13,832,200
Projected Tax Credit Equity 19,423,500 20,079,000
Deferred Developer Fee 281,500 4,462,000
Projected Gap2 $ 6,193,000 $ 6,246,800
Gap per unit 123,860 41,645
1/ Development costs exclude land purchase price/ground lease 2/ Gap could be filled with state, local, or other private funding sources, subject to availability and project competitiveness

Next Steps
5/8/24 Roseville Residential Economic Study

Developer Insights
5/8/24 Roseville Residential Economic Study
Threats
• High interest rates
• Difficulty obtaining construction financing
• Developer interest in parcels located outside of City limits1 Opportunities
• Increased affordable housing rent limits due to increases in County median income
• Success securing affordable housing funding
• Lack of affordable 60-80% AMI units in the City
• Steady market-rate rents
• TIF districts
1 RSG considers the development of parcels outside the core of the City a threat to residential development in the Specific Plan Areas because such areas have relatively more affordable land, and are undeveloped, prioritized in the Housing Element, and easier to assemble. The City may want weigh the consequences of this not only on infill development but also perpetuating urban sprawl.

Developer Insights
5/8/24 Roseville Residential Economic Study
Weaknesses
• High impact fees*
• Availability of vacant land in some areas of the City • Higher parking requirements compared to nearby cities • Lack of steady affordable housing funding available at the City-level
Strengths
• Efficient Planning Department*
• Qualified City staff
• Proactive City Council
• City-owned water supply and electricity à cost savings and improved service
• Full-service City
* Denotes sentiments stated by multiple developers

Infill Incentives
In addition to waiting for market conditions and subsidies, the City may consider infill incentives that attract developers to the Specific Plan Areas, including:
5/8/24 Roseville Residential Economic Study
Reduced Fee Programs Reduces planning and permit fees in addition to development impact fees in the Specific Plan Areas
Infill Development
Incentive Program
Upon meeting specific criteria, a developer and City can enter into an agreement that provides a grant to offset development-related fees as well as sale and use taxes Infill Incentive Plan Establishes a district where certain new developments can receive a 100% waiver of impact fees
Infill Infrastructure Grant Includes applying for a grant that provides gap funding for infrastructure necessary for specific residential or mixed-use infill developments
Prioritization of
Infrastructure Upgrades
Prioritizes the placement of amenities for residential and mixed-use development such as parks, libraries, and streetscape under CIP Process Property Tax Abatement
Provides financial incentives to development in targeted areas, potentially in conjunction with the formation of a TIF District or under an agreement to rebate a portion of site-specific tax revenues
The City may also consider other incentives with limited impact, including flexible design standards, reduction of setback requirements, and business permit streamlining.

Conclusions
Market Rate Multifamily
• Presently infeasible, remaining that way for the foreseeable future • Few infill sites will have higher land costs, making them more difficult to pencil than the ample supply of other sites in Roseville • Incentives may be necessary if City wishes to prioritize residential in the Specific Plan Areas
Affordable
• 150-unit family project (most viable)
−Land donation ($3-6m), plus other local and state subsidies of $59k per unit
• 50-unit senior project (less viable in today’s financing market) −Land donation ($1-3m), plus other subsidies of $124k per unit • 150-unit senior project (less viable in today’s financing market) −Land donation ($3-5m), plus other subsidies of $42k per unit 5/8/24 Roseville Residential Economic Study

RSGSOLUTIONS.COM

City Council
Communication
Meeting Date: 10/15/2025
Item #: VII.26
File #: 0206-03-01
Item ID: 2025-694
Title: Amoruso Ranch Community Facilities District No. 1 (Public Facilities), Improvement Area No. 2 Bond Issuance
Contact: Jeannine Thrash 916-774-5473 [email protected]

SUMMARY
Amoruso Ranch CFD 1 (Public Facilities) was formed in June 2023, and Improvement Area No. 2 was annexed into the district in March 2025 by unanimous consent of the owner. The bonds are being issued at the developer's request for an amount not to exceed $10,500,000. The CFD will generate special taxes that will be paid by property owners, sufficient to cover the costs of debt service, CFD administration, and any authorized pay-as-you-go facilities, as well as provide funding in the future for the maintenance/replacement of constructed facilities. The issuance of these bonds will not impact the City's General Fund.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the issuance of special tax bonds for, and on behalf of, Improvement Area No. 2 of the City of Roseville Amoruso Ranch Community Facilities District (CFD) No. 1 (Public Facilities), as well as approving the following documents:
• Fiscal Agent Agreement
• Bond Purchase Agreement
• Preliminary Official Statement

BACKGROUND
Amoruso Ranch CFD 1 (Public Facilities) was formed in June 2023, and Improvement Area No. 2 was annexed into the district in March 2025 by unanimous consent of the owner. The annexation area is approximately 34 acres in size and comprises 156 residential units. The bonded indebtedness for Improvement Area No. 2 was authorized in an amount not to exceed $30,000,000. The bonds are being issued at the developer's request for an amount not to exceed $10,500,000. Additional bonds are expected to be issued in the future as development proceeds.

FISCAL IMPACT
The CFD will generate special taxes that will be paid by property owners, sufficient to cover the costs of the debt service, CFD administration, and any authorized pay-as-you-go facilities, as well as provide funding in the future for the maintenance/replacement of constructed facilities. The issuance of these bonds will not impact the City's General Fund.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a

project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The adoption of the resolution and approval of the documents described herein meets the above criteria and is not subject to CEQA. No additional environmental review is required.

COMPLIANCE STATEMENT
In accordance with Government Code 5852.1, the following information consists of estimates of certain costs and charges for the Bonds that have been provided by the City's municipal financial advisor, which has been represented by such party to have been provided in good faith: (1) estimated true interest costs of the Bonds: 5.35%; (2) estimated finance charge of the Bonds (sum of all fees and charges paid to third parties): $528,120; (3) estimated amount of proceeds of the Bonds received by the City (net of finance charges and reserves): $7,721,565; and (4) estimated total payment amount (sum total of all payments to pay debt service on the Bonds plus the finance charge not paid with proceeds of the Bonds) calculated to the final maturity of the Bonds: $19,906,241.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

2. Remain fiscally responsible in a changing world

4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Jeannine Thrash, Management Analyst
Scott Pettingell, Finance Director
ATTACHMENTS:

1. Resolution 25-330

2. POS Amoruso Ranch CFD 1-IA2 Series 2025

3. Fiscal Agt Agmt Amoruso Ranch CFD 1- IA2

4. Bond Purchase Agreement
REVIEWERS:

Jeannine Thrash, Finance Department Created/Initiated - 9/24/2025 Scott Pettingell, Finance Department - Budget Approved - 9/26/2025 Gretchen Hakala, City Attorney Department Approved - 9/30/2025 Katrina Six, City Clerk Department Approved - 9/30/2025 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 9/30/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 9/30/2025 Michelle Sheidenberger, City Attorney Department Approved - 10/1/2025 Dominick Casey, City Manager Department - City Manager Approved - 10/1/2025 Katrina Six, City Clerk Department Final Approval - 10/2/2025

RESOLUTION NO. 25-330

A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF IMPROVEMENT AREA NO. 2 OF THE CITY OF ROSEVILLE AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES), APPROVING AND DIRECTING THE EXECUTION OF A

FISCAL AGENT AGREEMENT AND BOND PURCHASE AGREEMENT,

APPROVING THE FORM OF PRELIMINARY OFFICIAL STATEMENT,

APPROVING SALE OF SUCH BONDS, AND APPROVING OTHER RELATED

DOCUMENTS AND ACTIONS
WHEREAS, this City Council (the “Council”) of the City of Roseville (the “City”) has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code (the “Act”), to form the Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”), and to designate Improvement Area No. 1 therein (“Improvement Area No. 1”) and establish the “City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (Future Annexation Area)” (the “Future Annexation Area”), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District; and WHEREAS, the City Council, as legislative body of the District, authorized the incurrence of bonded indebtedness for the District, including the Future Annexation Area, in the maximum aggregate principal amount of $594,000,000, initially allocated as follows: (i) for Improvement Area No. 1, $124,000,000 and (ii) for the portion of the Future Annexation Area, an amount not to exceed $470,000,000; and
WHEREAS, in September 2024, the City issued bonds for Improvement Area No. 1; and WHEREAS, this Council authorized land to be annexed to the District from the Future Annexation Area by unanimous approval of the owner(s) requesting such annexation, and certain land was annexed by unanimous approval of the owner thereof on March 19, 2025 and designated as Improvement Area No. 2 of City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (“Improvement Area No. 2”) and bonded indebtedness for Improvement Area No. 2 has been authorized in the amount not to exceed $30,000,000 (the “Authorization”); and
WHEREAS, the landowner of Improvement Area No. 2 has requested that an initial series of bonds secured by the special taxes to be levied in Improvement Area No. 2 (as described herein, the “Bonds”) be issued; and
WHEREAS, there has been submitted to the City Council a Fiscal Agent Agreement (the “Fiscal Agent Agreement”) between the City and U.S. Bank Trust Company, National Association, as fiscal agent, providing for the issuance of the Bonds of the City for Improvement Area No. 2, and the Council, with the aid of City staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and

- 2 -
WHEREAS, the City proposes to sell the Bonds to Piper Sandler & Co, as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement, and the Council, with the aid of City staff, has reviewed the Bond Purchase Agreement and the Preliminary Official Statement and found them to be in proper order, and now desires to approve said documents; and WHEREAS, the information required to be obtained and disclosed with respect to the Bonds by the City Council in accordance with Section 5852.1 of the California Government Code is set forth in the staff report accompanying this Resolution; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ROSEVILLE RESOLVES AS FOLLOWS:

1. Findings. This Council finds and determines that it is prudent in the management and development of land in the City and the District to issue the Bonds for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District.

2. Law Applicable. For the purposes of these proceedings in and for the District, the Act shall be the authority for the issuance of the Bonds.

3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax bonds of the City for the District designated as “City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 2 Special Tax Bonds Series 2025” in an aggregate principal amount not to exceed $10,500,000 are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement.

The Bonds shall not be issued unless the value of the real property within Improvement Area No. 2 subject to the special tax to pay debt service on the Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the City for the purpose of determining such value, is at least three (3) times the proposed principal amount of the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within Improvement Area No. 2, plus the portion of all other bonds outstanding that are secured by a special tax levied under the Act on property within Improvement Area No. 2 or a special assessment levied on property within Improvement Area No. 2.

4. Fiscal Agent Agreement. The Council hereby approves the Fiscal Agent Agreement in the form presented to the Council at this meeting. The City Manager, Assistant City Manager, Chief Financial Officer and such other person or persons as either of them may designate (collectively, the “Authorized Officers”), each acting alone or together with any other Authorized Officer, are each hereby authorized and directed to execute the Fiscal Agent Agreement, for and in the name and on behalf of the City, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such

- 3 -
document upon consultation with Jones Hall LLP, as bond counsel to the City (“Bond Counsel”).

The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The Council hereby authorizes the delivery and performance by the City of the Fiscal Agent Agreement.

5. Covenant to Foreclose. The City hereby covenants, for the benefit of the owners of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

6. Approval of Official Statement and Continuing Disclosure Certificate. The Council hereby approves the Preliminary Official Statement with respect to the Bonds, in substantially the form on file with the City Clerk. Distribution of the Preliminary Official Statement by the City and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed, on behalf of the City, to deem the Preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer executing the same, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the City, with final pricing information included and with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.

The Council hereby approves the Continuing Disclosure Certificate to be executed by the City, the form of which is attached as an exhibit to the Preliminary Official Statement. Each of the Authorized Officers is hereby authorized and directed to approve any changes in or additions to a final form of said Continuing Disclosure Certificate, and the execution thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The final Continuing Disclosure Certificate shall be executed in the name and on behalf of the City by an Authorized Officer.

7. Approval of Bond Purchase Agreement. The Council hereby approves the Bond Purchase Agreement in substantially the form on file with the City Clerk; provided, that the aggregate principal amount of Bonds shall not exceed $10,500,000 or result in an Underwriter’s discount in excess of 1.50% of the par amount of the Bonds, or a true interest cost in excess of

6.50%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.

8. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the District and Improvement Area No. 2, and the sale and issuance of the Bonds, are hereby approved, confirmed and ratified, and the Authorized Officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents,

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which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution and/or as they deem appropriate, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by a specified Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer.

9. Effectiveness. This Resolution shall take effect upon its adoption. * * * * *
I hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Roseville, California, at a regularly scheduled meeting thereof, held on the ____ day of ________, 2025, by the following vote of the City Council:

AYES: COUNCILMEMBERS
NOES: COUNCILMEMBERS
ABSENT: COUNCILMEMBERS
ABSTAIN: COUNCILMEMBERS

_______________________________________
Mayor
ATTEST:

City Clerk

Jones Hall Draft of Sept. 17, 2025
PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER [16], 2025 NEW ISSUE–FULL BOOK ENTRY NOT RATED
In the opinion of Jones Hall LLP, as Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2025 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. Interest on the 2025 Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS” herein. $9,120,000*

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 2

SPECIAL TAX BONDS
SERIES 2025
Dated: Date of Delivery Due: September 1, as shown on inside cover The bonds captioned above (the “2025 Bonds”), are being issued by the City of Roseville (the “City”) by and through Improvement Area No. 2 (“Improvement Area No. 2”) of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”). The 2025 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 Fiscal Agent Agreement dated as of November 1, 2025 (the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”). The 2025 Bonds are being issued to (i) construct and/or acquire certain authorized public facilities, (ii) provide for a deposit to a debt service reserve account for the 2025 Bonds, and (iii) pay costs of issuance of the 2025 Bonds. Interest on the 2025 Bonds is payable semiannually on March 1 and September 1 of each year, commencing March 1, 2026. See “THE BONDS – Authority for Issuance.”
The 2025 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 – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The 2025 Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (derived from the levy of “Facilities Special Taxes,” both as defined herein) to be levied by the City on real property within Improvement Area No. 2, 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 Improvement Area No. 2. 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 2025 Bonds and the interest thereon as a result of any delinquent Special Taxes, the City will establish a debt service reserve account for the 2025 Bonds from proceeds of the 2025 Bonds, as described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Property currently in Improvement Area No. 2 and subject to the Special Tax is planned for development into 156 single-family homes, as “phase 2” of the “Amoruso Ranch” development ongoing within the Amoruso Ranch Specific Plan, located in the northwest portion of the City.

Brookfield Sunset LLC is the master developer of the project, and its affiliated home building entity, Brookfield Sacramento HB LLC, is building the homes, as described herein. See “THE AMORUSO RANCH DEVELOPMENT,” “THE MASTER DEVELOPER,” and “MERCHANT BUILDER INFORMATION.”
The 2025 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 2025 BONDS, EXCEPT WITH RESPECT TO THE SPECIAL TAXES AS EXPRESSLY DESCRIBED HEREIN. THE 2025 BONDS DO NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION.

This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the 2025 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 2025 Bonds.

The 2025 Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall LLP, as Bond Counsel. Certain legal matters will also be passed on by Jones Hall LLP, as Disclosure Counsel, Stradling, Yocca, Carlson & Rauth LLP, as counsel to the Underwriter, and Holland & Knight LLP, San Francisco, California, as counsel to the Master Developer. Certain legal matters will be passed upon for the City by the City Attorney. It is anticipated that the 2025 Bonds will be available for delivery to DTC on or about November__, 2025. [Piper Sandler logo]
The date of this Official Statement is ________, 2025.
_______________
* Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 2

SPECIAL TAX BONDS
SERIES 2025

MATURITY SCHEDULE
Maturity
(Sept. 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP†
(______)
$__________ _____% Term Bond Due September 1, 20___; Yield ____%; Price: ____% CUSIP†: _________
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright (c) 2025 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Underwriters or their agents or counsel take any responsibility for the accuracy of such numbers.

CITY OF ROSEVILLE, CALIFORNIA
City Council
Krista Bernasconi, Mayor (District 4)
Karen Alvord, Vice Mayor (District 5)
Bruce Houdesheldt, Councilmember (District 3)
Pauline Roccucci, Councilmember (District 2)
Tracy Mendonsa, Councilmember (District 1)
City Staff
Dominick Casey, City Manager
Dennis Kauffman, Assistant City Manager/Chief Financial Officer Scott Pettingell, Finance Director
Michelle Sheidenberger, City Attorney
Carmen Avalos, City Clerk
____________________________

SPECIAL SERVICES
Bond Counsel and Disclosure Counsel
Jones Hall LLP
San Mateo, California
Municipal Advisor
Fieldman, Rolapp & Associates, Inc.

Irvine, California
Special Tax Consultant
Economic & Planning Systems
Sacramento, California
Special Tax Administrator
Willdan Financial Services
Temecula, California
Appraiser
Integra Realty Resources
Sacramento, California
Fiscal Agent
U.S. Bank Trust Company, National Association
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 2025 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 2025 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. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City since the date hereof.

Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations in connection with the offer or sale of the 2025 Bonds other than those contained herein and if given or made, such other information or representation must not be relied upon as having been authorized by the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2025 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

Involvement of Underwriter. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. All summaries of the documents referred to in this Official Statement, are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR

EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2025 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE 2025 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE 2025 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

TABLE OF CONTENTS
Page Page
INTRODUCTION ........................................... 1 SOURCES AND USES OF FUNDS .............. 7
THE BONDS.................................................. 8 Authority for Issuance ................................. 8 Description of the Bonds............................. 8 Redemption* ............................................... 9 Transfer or Exchange of Bonds ................ 11

SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS ....................................... 13 Special Taxes............................................ 13 Special Tax Methodology.......................... 14
Levy of Annual Special Tax; Maximum
Special Tax ............................................ 16 Special Tax Fund ...................................... 17 Delinquent Payments of Special Tax;
Covenant for Superior Court Foreclosure
............................................................... 17 2025 Reserve Account of Reserve Fund .. 19
Improvement Fund.................................... 21 Future Parity Bonds .................................. 21 DEBT SERVICE SCHEDULE...................... 23
THE AMORUSO RANCH SPECIFIC PLAN 25
THE AMORUSO RANCH DEVELOPMENT 25
Development Agreement .......................... 25
Environmental Matters .............................. 26 THE MASTER DEVELOPER....................... 30
General ..................................................... 30 Master Developer Financing Plan............. 31
MERCHANT BUILDER INFORMATION...... 32
Brookfield Residential ............................... 32

VALUE OF PROPERTY WITHIN
IMPROVEMENT AREA NO. 2 ..................... 36
The Appraisal............................................ 36 Value to Special Tax Burden Ratios ......... 38
No History of Special Tax Collections....... 43
Overlapping Liens and Priority of Lien ...... 43
Estimated Overall Tax Burden .................. 45
SPECIAL RISK FACTORS .......................... 46
Limited Obligation of the City to Pay Debt
Service ................................................... 46 Concentration of Ownership...................... 46
Appraised Values...................................... 46 Property Values and Property Development
............................................................... 47 Mortgage Interest Rates............................ 51
Levy and Collection of Special Taxes ....... 51
FDIC/Federal Government Interests in
Properties............................................... 52 Bankruptcy and Foreclosure Delays ......... 53
Parity Taxes and Special Assessments;
Private Debt ........................................... 55 Tax Delinquencies..................................... 56 No Acceleration Provisions ....................... 56
Ballot Initiatives ......................................... 56 Voter Initiatives.......................................... 57 Case Law Related to the Mello-Roos Act . 57
Exempt Properties..................................... 59 Changes in Tax Law ................................. 59 Pandemic Diseases .................................. 59 Cyber Security........................................... 60 Potential Early Redemption of Bonds from
Prepayments .......................................... 60

CONSTITUTIONAL LIMITATIONS ON
TAXATION AND APPROPRIATIONS ......... 60
CONTINUING DISCLOSURE...................... 61
The City..................................................... 61 The Master Developer............................... 62
UNDERWRITING......................................... 62 MUNICIPAL ADVISOR ................................ 62
LEGAL OPINION ......................................... 62 TAX MATTERS............................................ 63 NO RATINGS............................................... 64 NO LITIGATION........................................... 64 EXECUTION ................................................ 65 APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX APPENDIX B – THE APPRAISAL
APPENDIX C – THE CITY OF ROSEVILLE AND PLACER COUNTY
APPENDIX D – FORM OF OPINION OF BOND COUNSEL
APPENDIX E – FORMS OF CONTINUING DISCLOSURE UNDERTAKINGS APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM

1 OFFICIAL STATEMENT
$9,120,000*

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 2

SPECIAL TAX BONDS
SERIES 2025
This Official Statement, including the cover page and all Appendices hereto, is provided to furnish certain information in connection with the issuance by the City of Roseville (the “City”) by and through Improvement Area No. 2 (“Improvement Area No. 2”) of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”) of the bonds captioned above (the “2025 Bonds”).

Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Definitions of certain terms used herein and not defined herein have the meaning set forth in the Fiscal Agent Agreement. See “APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT.

INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and attached appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the 2025 Bonds to potential investors is made only by means of the entire Official Statement.

Authority for Issuance of the 2025 Bonds. The 2025 Bonds are issued pursuant to the Act, a resolution adopted by the City Council on [October15], 2025 (the “Resolution of Issuance”) and a Fiscal Agent Agreement, dated as of November 1, 2025 (the “Fiscal Agent Agreement”), between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”).

Bond Terms. The 2025 Bonds will be dated as of and bear interest from the date of delivery thereof at the rate or rates set forth on the cover page of this Official Statement. Interest on the 2025 Bonds is payable on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2026. The 2025 Bonds will be issued without coupons in denominations of $5,000 or any integral multiple thereof. * Preliminary; subject to change.

2 Registration of Ownership of 2025 Bonds. The 2025 Bonds will be issued only as fully registered bonds in book-entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Ultimate purchasers of 2025 Bonds will not receive physical certificates representing their interest in the 2025 Bonds. So long as the 2025 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co. and will not mean the ultimate purchasers of the 2025 Bonds. Payments of the principal, premium, if any, and interest on the 2025 Bonds will be made directly to DTC, or its nominee, Cede & Co. so long as DTC or Cede & Co. is the registered owner of the 2025 Bonds.

Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
The City. The City is located in the Sacramento Valley near the foothills of the Sierra Nevada mountain range, about 16 miles northeast of Sacramento and 110 miles east of San Francisco. With an estimated population as of January 1, 2025 of approximately 158,494, the City is the largest city in Placer County (the “County”). For economic and demographic information regarding the area in and around the City, see “APPENDIX C – The City of Roseville and Placer County.”
Formation of District, Future Annexation Area and Improvement Areas. On April 5, 2023, the City Council of the City (the “City Council”), as legislative body of the District, adopted a Resolution of Intention to form the District, and designate Improvement Area No. 1 as the sole initial improvement area therein, under the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to levy a special tax (the “Facilities Special Tax,” also referred to herein as the “Special Tax”) and to incur bonded indebtedness for the purpose of financing certain authorized facilities. After conducting a noticed public hearing, on June 21, 2023, the City Council adopted a Resolution of Formation (the “Resolution of Formation”), which established the District, designated Improvement Area No. 1 as an improvement area therein, and formed a future annexation area for the District (the “Future Annexation Area”).

In March 2025, land designated as Improvement Area No. 2 of the District (“Improvement Area No. 2”) was annexed to the District from the Future Annexation Area, and an initial bond authorization was established for Improvement Area No. 2 in the amount of $30,000,000. The Bonds represent the first series of special tax bonds authorized and issued by the City for Improvement Area No. 2 and are secured solely by the Special Taxes (defined herein) levied in Improvement Area No. 2 and no other improvement areas of the District. Additional parity bonds are expected to be issued in the future as development proceeds.

The Master Developer, the Merchant Builder and the Development. Land in Improvement Area No. 2 represents “phase 2” of the larger “Amoruso Ranch” development underway within the Amoruso Ranch Specific Plan, located in the northwest portion of the City.

Amoruso Ranch is entitled for 2,827 residential units (a mix of low-, medium-, and high-density residential), as well as other related uses. In September 2024, bonds were issued in the amount of $30,430,000 for Improvement Area No. 1 of the District, which encompassed 481 lots under development by merchant builders Richmond American Homes and D.R. Horton as the initial phase of the overall project. Land in Improvement Area No. 1 does not constitute security for the 2025 Bonds.

Brookfield Sunset LLC, a Delaware limited liability company (the “Master Developer”), is the master developer of the project, and its affiliated home building entity, Brookfield Sacramento

3 HB LLC, a Delaware limited liability company (“Brookfield HB”) is building the homes, as described herein.

The lots in Improvement Area No. 2 are being developed by Brookfield HB into 156 singlefamily detached homes in two neighborhoods: “Allora at Amoruso Ranch” (83 lots) and “Tesoro at Amoruso Ranch” (73 lots). Development within Improvement Area No. 2 as of September 10, 2025 is summarized as follows. For additional details, see “THE AMORUSO RANCH DEVELOPMENT,” “THE MASTER DEVELOPER,” and “MERCHANT BUILDER INFORMATION.” Summary of Development within Improvement Area No. 2
(As of September 10, 2025)
Neighborhood
Total
Lots
Building
Permits
Units
Completed,
Sold, and
Closed
Units
Completed
But Not
Closed
Units Under
Construction(1)
Allora 83 27 1 10 16
Tesoro 73 27 3 11 13
Totals: 156 54 4 21 29 ___________
(1) Brookfield HB has completed construction of three (3) model homes in each neighborhood, although they remain owned by the Master Developer. Brookfield HB is currently under construction on 29 production homes as of September 10, 2025.

Source: Master Developer.

Use of Proceeds. Proceeds of the 2025 Bonds will primarily be used to finance a portion of the costs of acquiring and constructing certain authorized infrastructure improvements (the “Improvements,” as described herein) as part of the development being undertaken by the Master Developer. The Improvements consist generally of roadway, water, wastewater, drainage, and other infrastructure improvements necessary for development of property within the District, as well as park and open space improvements. Proceeds of the 2025 Bonds will also be deposited to a debt service reserve account for the 2025 Bonds and pay costs of issuance.

Security and Source of Payment of the 2025 Bonds. As security for the payment of the 2025 Bonds, a facilities special tax applicable to each taxable parcel in Improvement Area No. 2 will be levied and collected according to the facilities tax liability determined by the City Council through the application of the Amended and Restated Rate, Method of Apportionment, and Manner of Collection of Special Tax for Improvement Area No. 2 (the “Rate and Method”).

The Rate and Method is set forth in its entirety in APPENDIX A hereto. The Rate and Method includes a services special tax component which is not security for the 2025 Bonds. Pursuant to the Rate and Method, a “Facilities Special Tax” will be levied and collected until the earlier of (i) the “Transition Year” (defined herein) or (ii) Fiscal Year 2089-90, and a “Maintenance Special Tax” will be levied and collected in perpetuity beginning in the Transition Year. Only the “Facilities Special Tax” is pledged to the payment of the 2025 Bonds, and the definition of “Special Taxes” used in the Fiscal Agent Agreement and this Official Statement refers only to the “Facilities Special Tax” levied in accordance with the Rate and Method. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology.”
The 2025 Bonds and any Additional Bonds that may be issued in the future pursuant to the terms of the Fiscal Agent Agreement are payable from the “Special Tax Revenues,” consisting of the proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, net of the

4 administration charge of the County (currently at 1%), but do not include any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure.

The 2025 Bonds are also payable from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement, including a debt service reserve account, all as more fully described herein.

The Special Tax represents a lien on each parcel of land subject to the Special Tax, and failure to pay the Special Taxes could result in proceedings to foreclose the delinquent parcel.

The Special Taxes do not constitute the personal indebtedness of the owners of taxed parcels.

See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”
Additional Parity Bonds. The maximum authorized indebtedness for Improvement Area No. 2 is $30,000,000, and the 2025 Bonds represent the first series of special tax bonds issued under this authorization; additional bonds are expected as development progreses. Additionally, in the future, the City may utilize a portion of the available authorized bond amount for the funding of certain deferred impact fees owed to the City, as described below under “– Use of Bond Authorization for Development Impact Fee Deferral Bonds.” The District may issue additional bonds secured by Special Tax Revenues on parity with the 2025 Bonds (the “Additional Bonds,” and collectively, the “Bonds”), upon the satisfaction of certain conditions set forth in the Fiscal Agent Agreement. So long as the 2025 Bonds are outstanding, issuance of any Additional Bonds must comply with certain conditions set forth in the Fiscal Agent Agreement, and no bonds having a lien senior to the lien of the 2025 Bonds are allowed. [The 2025 Bonds are being sized to 110% debt service coverage from Maximum Special Tax Revenues (net of the County’s tax collection charge of 1%) generated by ____ taxable parcels within Improvement Area No. 2 which have received building permits. Additional bonds are expected to be issued as development progresses.] See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Future Parity Bonds.”
Use of Bond Authorization for Development Impact Fee Deferral Bonds. In connection with the approval of development in the District (including Improvement Area No. 2), the City agreed that payment of certain impact fees owed by the Master Developer and merchant builders will be deferred (referred to as the “Development Impact Fee Deferral” in the Rate and Method) to allow payment of the deferred fees after the 2025 Bonds and any Additional Bonds have been fully paid. The City expects to receive payment for the deferred impact fees either through continued collection of Special Taxes or through the issuance of future bonds after the 2025 Bonds and any Additional Bonds have matured. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor.
2025 Reserve Account of the Reserve Fund. A debt service reserve fund has been established under the Fiscal Agent Agreement (the “Reserve Fund”), and within the Reserve Fund, separate reserve accounts will be established for each series of Bonds. Accordingly, at the time of issuance of the 2025 Bonds, a reserve account will be established within the Reserve Fund for the benefit of the holders of the 2025 Bonds (the “2025 Reserve Account”). The 2025 Reserve Account is available solely for the payment of debt service on the 2025 Bonds and no other parity obligations. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – 2025 Reserve Account of Reserve Fund.”
Appraised Value of Property. Property in Improvement Area No. 2 is security for the Special Tax that secures the Bonds. The City authorized the preparation of an appraisal report

5 (the “Appraisal”) for certain real property within Improvement Area No. 2, which sets forth an aggregate value of appraised taxable property currently in Improvement Area No. 2 of $43,738,000, as of the date of value of September 10, 2025. The valuation assumes completion of the Improvements funded by the 2025 Bonds (but not any Additional Bonds that may be issued in the future) and accounts for the impact of the lien of the Special Tax on the value of the property.

In considering the estimates of value evidenced by the Appraisal, it should be noted that the Appraisal is based upon a number of standard and special assumptions, which affect the estimates as to value. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 2 – The Appraisal” and APPENDIX B.

The following table summarizes appraised values for parcels in Improvement Area No. 2.

No. of
Lots Appraised Value
Individual Homeowners 4 $2,610,000
Brookfield HB
Completed Homes 15 $9,560,000
Homes Under Construction 29 8,402,000
Total 44 $17,962,000
Master Developer
Completed Homes 6 3,810,000
Finished Lots 102 $19,356,000
Total 108 $23,166,000
Aggregate, or Cumulative, Value
of Appraised Properties
156 $43,738,000
___________
Source: Appraisal.

The appraised value of property in Improvement Area No. 2 is 4.8* times the $9,146,787* aggregate principal amount of the 2025 Bonds ($9,120,000*) plus overlapping tax and assessment debt ($26,787). This is based on the entirety of Improvement Area No. 2, the value to lien ratio for individual parcels will vary from the average. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 2 – Value to Special Tax Burden Ratios.” Risks of Investment. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of special factors that should be considered, in addition to the other matters set forth herein, in considering the investment quality of the 2025 Bonds. In particular, no assurance can be given that the timing of construction of homes and/or sale of homes projected by Brookfield HB in this Official Statement will be accomplished. See “SPECIAL RISK FACTORS.”
Limited Obligation of the City. The general fund of the City is not liable and the full faith and credit of the City is not pledged for the payment of the interest on, or principal of or redemption premiums, if any, on the 2025 Bonds. The 2025 Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts, except the money in the funds established and pledged to the 2025 Bonds under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the 2025 Bonds is a general debt, liability or obligation of the City. The 2025 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or * Preliminary; subject to change.

6 statutory debt limitation or restrictions, and neither the City Council, the City nor any officer or employee thereof are liable for the payment of the interest on or principal of or redemption premiums, if any, on the 2025 Bonds other than from the proceeds of the Special Taxes and the money in the funds established and pledged to the 2025 Bonds, as provided in the Fiscal Agent Agreement.

Summary of Information. Brief descriptions of certain provisions of the Fiscal Agent Agreement, the Bonds and certain other documents are included herein. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all its respective terms and conditions, copies of which are available for inspection at the office of the Chief Financial Officer of the City.

All statements herein with respect to certain rights and remedies are qualified by reference to laws and principles of equity relating to or affecting creditors’ rights generally. Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings ascribed to such terms in the Fiscal Agent Agreement. The information and expressions of opinion herein speak only as of the date of this Official Statement and are subject to change without notice.

Neither delivery of this Official Statement, any sale made hereunder, nor any future use of this Official Statement shall, under any circumstances, create any implication that there have been no changes to the City or the land in Improvement Area No. 2 since the date hereof. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.

7 SOURCES AND USES OF FUNDS
A summary of the estimated sources and uses of funds associated with the sale of the 2025 Bonds follows:

Estimated Sources of Funds:

Principal Amount of 2025 Bonds $
Plus/Less: [Net] Original Issue Premium/Discount
Total $
Estimated Uses of Funds:

Deposit to Improvement Fund $
Deposit to 2025 Reserve Account of the Reserve Fund(1)
Costs of Issuance(2)
Total $
(1) Equal to the initial Reserve Requirement for the 2025 Bonds. (2) Includes fees of bond and disclosure counsel, fees, expenses and charges of the Fiscal Agent and its counsel, printing costs, fees of the special tax consultant and administrator, Appraiser, and Municipal Advisor, Underwriter’s discount, and other costs of issuance.

8 THE BONDS
Authority for Issuance
The 2025 Bonds are issued pursuant to the Fiscal Agent Agreement, the Resolution of Issuance and the Act.

Description of the Bonds
Bond Terms. The 2025 Bonds will be dated as of and bear interest from the date of delivery thereof at the rates and mature in the amounts and years, as set forth on the cover page hereof. The 2025 Bonds are being issued in the denomination of $5,000 or any integral multiple thereof.

Interest on the 2025 Bonds will be payable semiannually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2026. The principal of the 2025 Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of the United States of America at the designated principal corporate trust office of the Fiscal Agent in Los Angeles, California, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the 2025 Bonds; provided that so long as any 2025 Bonds are in book-entry form, payments with respect to such 2025 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC.

Book-Entry Only System. The 2025 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 under the book-entry system maintained by DTC.

Ultimate purchasers of 2025 Bonds will not receive physical certificates representing their interest in the 2025 Bonds. So long as the 2025 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the 2025 Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest on the 2025 Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the 2025 Bonds. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Calculation and Payment of Interest. Interest on the 2025 Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the 2025 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (the “Record Date”) preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of 2025 Bonds; provided that so long as any 2025 Bonds are in book-entry form, payments with respect to such 2025 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”

9 Each 2025 Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Dated Date; provided, however, that if at the time of authentication of a 2025 Bond, interest is in default thereon, such 2025 Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

So long as the 2025 Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal, premium, if any, and interest on the 2025 Bonds will be made directly to DTC, or its nominee, Cede & Co. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Redemption*
Optional Redemption. The 2025 Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, 20__ at the following respective redemption prices (expressed as percentages of the principal amount of the 2025 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, 20__ through August 31, 20__ 103%
September 1, 20__ through August 31, 20__ 102
September 1, 20__ through August 31, 20__ 101
September 1, 20__ and any date thereafter 100
Mandatory Redemption From Prepayments. The 2025 Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities of the 2025 Bonds and any Additional Bonds, as specified by the City, and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the 2025 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, ____ 103% September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 Prepayments and amounts released from the 2025 Reserve Account in connection with Prepayments will be allocated to the redemption of the 2025 Bonds as nearly as practicable on a * Preliminary; subject to change.

10 proportionate basis based on the outstanding principal amount of the 2025 Bonds and shall be applied to redeem 2025 Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the City may specify that Prepayments be applied to one or more maturities of the 2025 Bonds or Additional Bonds so long as there is delivered to the Fiscal Agent a certification of a Special Tax consultant or administrator that, following such redemption from Prepayments, the maximum Special Taxes that may be levied in each Fiscal Year on Developed Property in Improvement Area No. 2 is not less than 110% of Annual Debt Service.

See “SPECIAL RISK FACTORS – Potential Early Redemption of Bonds from Prepayments” for a discussion of the potential for the 2025 Bonds to be priced with original issue premium and then be redeemed from Special Tax prepayments prior to maturity.

Mandatory Sinking Fund Redemption. The Term 2025 Bonds maturing September 1, 20__ and September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term 2025 Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term 2025 Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables will be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the 2025 Bonds.

Purchase In Lieu of Redemption. In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2025 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2025 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

11 Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any 2025 Bonds designated for redemption, at their addresses appearing on the registration books in the Principal Office of the Fiscal Agent; but such mailing is not a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such 2025 Bonds.

Such notice will state the redemption date and the redemption price and, if less than all of the then Outstanding 2025 Bonds are to be called for redemption, will designate the CUSIP numbers and bond numbers of the 2025 Bonds to be redeemed by giving the individual CUSIP number and bond number of each 2025 Bond to be redeemed or will state that all 2025 Bonds between two stated bond numbers, both inclusive, are to be redeemed or that all of the 2025 Bonds of one or more maturities have been called for redemption, will state as to any 2025 Bond called in part the principal amount thereof to be redeemed, and will require that such 2025 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and will state that further interest on such 2025 Bonds will not accrue from and after the redemption date.

The City has the right to rescind any notice of the optional redemption of 2025 Bonds and such notice may be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2025 Bonds then called for redemption.

Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the 2025 Bonds of any maturity, the City will select the 2025 Bonds to be redeemed, from all 2025 Bonds or such given portion thereof of such maturity by lot in any manner which the City in its sole discretion deems appropriate. Upon surrender of 2025 Bonds redeemed in part only, the City will execute and the Fiscal Agent will authenticate and deliver to the registered Owner, at the expense of the City, a new 2025 Bond or 2025 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2025 Bond or 2025 Bonds.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2025 Bonds so called for redemption are deposited in the Bond Fund, such 2025 Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.

Transfer or Exchange of Bonds
So long as the 2025 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of 2025 Bonds will be made in accordance with DTC procedures. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Any 2025 Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2025 Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. Whenever any 2025 Bond or 2025 Bonds are surrendered for transfer or

12 exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new 2025 Bond or 2025 Bonds, for a like aggregate principal amount of 2025 Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any fees or expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be paid by the City. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfers or exchanges of 2025 Bonds will be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of 2025 Bonds for redemption or (ii) with respect to a 2025 Bond after such 2025 Bond has been selected for redemption.

13 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
Special Taxes
The Bonds (consisting of the 2025 Bonds and any Additional Bonds that may be issued in the future) are payable from and secured by proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes (but excluding any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure), and net of a 1% administration charge of the County (the “Special Tax Revenues”). All of the Special Tax Revenues and all moneys deposited in the Bond Fund and, until disbursed as provided herein, in the Special Tax Fund are pledged to secure the repayment of the Bonds. In addition, with respect to each Series of Bonds, all moneys in the applicable Reserve Account within the Reserve Fund for such Series are pledged to secure the repayment of the applicable Series, such that amounts in the 2025 Reserve Account are pledged to the 2025 Bonds. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or defeased in accordance with the Fiscal Agent Agreement.

A Special Tax applicable to each taxable parcel in Improvement Area No. 2 will be levied and collected according to the tax amount determined by application of the Rate and Method administered by Willdan Financial Services, Temecula, California (the “Special Tax Administrator”) and set forth in APPENDIX A hereto for all taxable properties in Improvement Area No. 2. Prior to remittance of the Special Tax collections to the City, the County deducts and retains a 1% County administration fee, as noted above. Interest and principal on the Bonds is payable from the annual Special Tax Revenues to be paid to the City from Special Tax levies and collections on taxable property within Improvement Area No. 2, from amounts held in certain funds and accounts established under the Fiscal Agent Agreement and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes.

The Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a two-thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City Council, as legislative body of the District, pursuant to the Act in an amount determined according to the Rate and Method. See “– Special Tax Methodology” below and APPENDIX A.

The amount of Special Taxes that the City may levy in any year, and from which principal and interest on the Bonds is to be paid, is strictly limited by the maximum rates approved by the qualified electors within Improvement Area No. 2, which is set forth in the Rate and Method.

Under the Rate and Method, Special Taxes for the purpose of making payments on the Bonds will be levied annually in an amount not in excess of the maximum approved amount. The Special Taxes and any interest earned on the Special Taxes constitute a trust fund for the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement and, so long as the principal of and interest on these obligations remains unpaid, the Special Taxes and investment earnings thereon will not be used for any other purpose, except as permitted by the Fiscal Agent Agreement, and will be held in trust for the benefit of the owners thereof and will be applied pursuant to the Fiscal Agent Agreement. The Rate and Method apportions the Annual Facilities Costs (as defined in the Rate and Method and described below) among the taxable parcels of real property within Improvement Area No. 2 according to the rate and methodology set forth in the Rate and Method.

14 See “– Special Tax Methodology” below. See also “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
The City may levy the Special Tax up to the amount of the Maximum Annual Facilities Special Tax set forth in the Rate and Method, if conditions so require. The City has covenanted to annually levy the Special Taxes in an amount at least sufficient to pay the Annual Facilities Costs (as defined below). Because each Special Tax levy is limited to the Maximum Annual Facilities Special Tax rates authorized as set forth in the Rate and Method, no assurance can be given that, in the event of Special Tax delinquencies, the amount of the Annual Facilities Costs will in fact be collected in any given year. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. See “SPECIAL RISK FACTORS – Tax Delinquencies” herein. The Special Taxes are collected for the City by the County in the same manner and at the same time as ad valorem property taxes.

Special Tax Methodology
Pursuant to the Rate and Method, a “Facilities Special Tax” will be levied and collected until the earlier of (i) the Transition Year (defined herein) or (ii) Fiscal Year 2089-90, and a “Maintenance Special Tax” will be levied and collected in perpetuity beginning in the Transition Year. Only the “Facilities Special Tax” is pledged to the payment of the Bonds, and the definition of “Special Taxes” used in the Fiscal Agent Agreement and this Official Statement refers only to the “Facilities Special Tax” levied in accordance with the Rate and Method. Capitalized terms set forth in this section and not otherwise defined have the meanings set forth in the Rate and Method.

Determination of Annual Facilities Costs. Each year, the City will determine the Annual Facilities Costs for the upcoming Fiscal Year. The “Annual Facilities Costs” includes the following amounts (less any available earnings on any reserve fund, special tax funds, available capitalized interest or any other available revenues):
(i) Debt Service to be paid from Facilities Special Taxes; (ii) the amount needed to replenish bond reserve funds to the level required by Bond documents, to the extent not included in a computation of Annual Facilities Costs in a previous Fiscal Year;
(iii) Administrative Expenses for such Fiscal Year;
(iv) the amount needed to (1) cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year, and (2) fund any foreseeable deficiency of the amount to be available for the payment of principal or interest on Bonds which are expected to occur in such Fiscal Year, in each case to the extent not already included in the calculation of Annual Facilities Costs in the current or any previous Fiscal Year;
(vi) pay-as-you-go expenditures for authorized improvements; and

15 (vii) during the Deferral Bonding Period, the amount needed to pay Development Impact Fee Deferrals not financed by Bonds.

The Annual Facilities Costs is the basis for the amount of Special Tax to be levied within Improvement Area No. 2. In no event may the City levy a Special Tax in any year above the Maximum Annual Facilities Special Tax identified for each parcel in the Rate and Method.

Parcels Subject to the Facilities Special Tax. The Rate and Method identifies various large-lot taxable parcels planned for residential uses within the boundary of Improvement Area No. 2, which large-lot parcels have been final map subdivided into the 156 single-family residential lots in Improvement Area No. 2. Each fiscal year, the City will prepare a list of the then-current parcels subject to the Special Tax using the records of the City and the County Assessor, and will tax such parcels in accordance with the Rate and Method. Taxable parcels that are acquired by a public agency in the future will remain subject to the Facilities Special Tax unless a “trade” resulting in no loss of Facilities Special Tax revenue can be made, as described in the Rate and Method.

Limitation on Increases in Levy of Facilities Special Tax. If owners are delinquent in the payment of Facilities Special Taxes, the City may not increase Facilities Special Tax levies to make up for delinquencies for prior Fiscal Years above the Maximum Facilities Special Tax rates specified for each category of property within Improvement Area No. 2. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. See “SPECIAL RISK FACTORS.”
Duration of the Facilities Special Tax; Transition Year. The Facilities Special Tax will be levied and collected (up to maximum allowable amount) until the earlier of (i) the Transition Year or (ii) Fiscal Year 2089-90. For purposes of Improvement Area No. 2, “Transition Year” means the first Fiscal Year following the Fiscal Year in which the Transition Event occurred, and “Transition Event” means the earlier of (i) after the Initial Bonding Period, the Fiscal Year in which the Administrator determines the Development Impact Fee Deferral and any eligible Pay-As-YouGo Costs have been repaid in full to the City and the City determines funding is no longer needed for Annual Facilities Costs, or (ii) Fiscal Year 2089-90. “Initial Bonding Period” means the period in which Bonds and Additional Bonds are outstanding or refunded which financed Authorized Facilities (as defined in the Rate and Method) costs or refunded prior Bonds, other than the Development Impact Fee Deferral.

Prepayment of the Facilities Special Tax. The Rate and Method provides that residential parcels may prepay up to 50% of the Facilities Special Tax by a cash settlement with the City. The amount of the prepayment required is to be calculated according to a formula set forth in the Rate and Method, which is generally based on the net present value of the remaining years in which the Facilities Special Tax will be collected, including the effect of a 2% per year escalation factor applicable for the time Bonds remain outstanding using a discount rate equal to the most current yield for the 30-year Treasury Constant Maturity as the discount factor, plus an amount representing the Development Impact Fee Deferral Amount (which amount is not available for prepayment of the Bonds), all as described in Section 8 of the Rate and Method set forth in APPENDIX A. Prepayment is only allowed if the City determines that the prepayment

16 does not jeopardize its ability to make timely payments of debt service on outstanding Bonds, and the City maintains at least 110% debt service coverage on the outstanding Bonds.

Levy of Annual Special Tax; Maximum Special Tax
General. The annual Special Tax will be calculated by the City and levied to provide money for debt service on the Bonds, replenishment of Reserve Accounts established within the Reserve Fund for each Series of Bonds, certain delinquencies, administration of the District (including Improvement Area No. 2), and for payment of pay-as-you-go expenditures (to the extent permitted by the City) of the authorized public capital facilities not funded from Bond proceeds. In no event may the City levy a Special Tax in any year above the maximum identified for each taxable parcel in the Rate and Method.

Annual Special Tax Levy. The Special Tax will be levied each year by calculating the amount needed to be generated by all Taxable Parcels in Improvement Area No. 2; the Special Tax (up to the maximum allowable amount) will be levied against each Taxable Parcel until the Special Tax revenue equals such amount; however, the Rate and Method establishes a priority for which properties will be levied a Special Tax. First, all “Developed Parcels” in Improvement Area No. 2 receive a levy. “Developed Parcel” for single-family parcels is defined in the Rate and Method as a parcel for which a Final Small Lot Subdivision Map was recorded before May 1 of the preceding Fiscal Year. If additional amounts are needed, a levy is made against each “Small Lot Tentative Map Parcel” in Improvement Area No. 2, then each “Large Lot Parcel” in Improvement Area No. 2, then each “Undeveloped Parcel” in Improvement Area No. 2, however presently, all 156 lots comprising Improvement Area No. 2 are Developed Parcels. The Special Tax rates for Developed Parcels are set forth in the attachments to the Rate and Method attached hereto as “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The City covenants in the Fiscal Agent Agreement to fix and levy the amount of Special Taxes within Improvement Area No. 2 required for the payment of principal of and interest on any outstanding Bonds of Improvement Area No. 2 becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Rate and Method. The Special Tax is authorized to be levied in an amount not to exceed the Maximum Special Tax levy as described in the Rate and Method notwithstanding that a lower amount is sufficient to pay debt service on the Bonds. The Rate and Method provides a mechanism whereby the City may utilize the pay-as-you-go component to pay for and/or reimburse developers for a portion of the cost of Improvements not funded by proceeds of the bonds issued for Improvement Area No. 2. Proceeds of the annual Special Tax levy will first be used to pay the “Annual Facilities Costs” (which include debt service payments on the Bonds) other than pay-as-you-go expenditures, and the City contemplates that the levy will also include a pay-as-you-go component in an amount equal to the excess of the Maximum Annual Facilities Special Tax on Developed Parcels less debt service, administration costs and a modest delinquency allowance, for deposit into the Improvement Fund for authorized costs not funded from Bond proceeds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” above. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX” for a copy of the Rate and Method.

Annual Escalation of Facilities Special Tax. The Facilities Special Tax escalates by 2% per fiscal year until the Fiscal Year following the Transition Event, and thereafter will be levied in the discretion of the City. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT

17 OF SPECIAL TAX” and for a table showing the expected land uses and assigned Maximum Special Taxes, see “Attachment 2” in such Appendix.

Special Tax Fund
When received, the Special Tax Revenues are required under the Fiscal Agent Agreement to be deposited into a Special Tax Fund to be held by the City in trust for the benefit of the City and the Owners of the Bonds. Within the Special Tax Fund, the City has established and will maintain the Surplus Account, to the credit of which the City will deposit surplus Special Tax Revenue, if any, as described below. Moneys in the Special Tax Fund will be disbursed as provided below and, pending any disbursement, will be subject to a lien in favor of the Owners of the Bonds.

All Special Tax Revenue will be deposited in the Special Tax Fund upon receipt. Prior to each Interest Payment Date, the City will withdraw from the Special Tax Fund and transfer (i) to the Fiscal Agent for deposit in the reserve accounts of the Reserve Fund, an amount which when added to the amount then on deposit therein is equal to the Reserve Requirement with respect to each series of Bonds, and (ii) to the Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund, such that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the Bonds on the next Interest Payment Date; provided, however, that as soon as practicable after the receipt by the City of any prepayments of Special Taxes, but no later than 10 Business Days after such receipt, the City shall transfer such prepayments to the Fiscal Agent for deposit into the Prepayment Account of the Bond Fund to be used for the redemption of bonds.

At such time as deposits to the Special Tax Fund equal the principal, premium if any, and interest becoming due on the Bonds for the current Bond Year and the amount needed to restore the reserve accounts of the Reserve Fund balance to the Reserve Requirement with respect to each series of Bonds, the amount in the Special Tax Fund in excess of such amount may, at the discretion of the City, be transferred to the Surplus Account, which will occur on or after September 2nd of each year. From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay the City’s administrative expenses and County fees; provided that such transfers will not be in excess of the portion of the Special Tax Revenues collected by the City that represent levies for administrative expenses. Moneys in the Surplus Account may then also be transferred, at the City’s discretion, to the Improvement Fund to pay for costs of the Improvements (including reimbursements to developers for the cost of Improvements not funded from proceeds of Bonds issued for Improvement Area No. 2) or authorized facility contributions, to pay the principal of, premium, if any, and interest on the Bonds or to replenish amounts in the Reserve Fund.

Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure The Special Tax will be collected in the same manner and the same time as ad valorem property taxes, except at the City’s option, the Special Taxes may be billed directly to property owners or collected at a different time to meet the City’s financial obligations. In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in superior court to foreclose the lien therefor.

The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the Owners of the Bonds that it will annually on or before September 1 of each year review the public records of the County relating to the collection of the Special Tax in order to determine the amount

18 of the Special Tax collected in the prior fiscal year, and if the City determines on the basis of such review that
(a) the amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in Improvement Area No. 2 in such Fiscal Year, then the City will institute, prosecute and pursue such foreclosure proceedings in the time and manner provided herein against each such property owner in the time and manner provided below; or
(b) the amount so collected is deficient by less than 5% of the total amount of the Special Tax levied in Improvement Area No. 2 in such Fiscal Year, but property owned by any single property owner in Improvement Area No. 2 is delinquent cumulatively by an amount equal to four installment payments with respect to the current and past Special Tax due, then the City will institute, prosecute and pursue such foreclosure proceedings in the time and manner provided herein against each such property owner in the time and manner provided below.

The City shall within 30 days thereafter send a written demand letter to the delinquent parcel(s) and lender of record, if any, as the first step in instituting foreclosure proceedings as authorized by the Mello-Roos Act in order to enforce the lien of the delinquent installment of the Special Tax on each such parcel, and shall thereafter diligently prosecute and pursue such foreclosure proceedings to judgment and sale in such manner and upon such timing as advised by legal counsel, taking into account the amounts delinquent, the estimate cost of legal proceedings, the status of Special Tax collections and available debt service reserves.

Additionally notwithstanding any of the foregoing, in certain instances the amount of a Special Tax delinquency on a particular parcel in relation to the cost of appropriate foreclosure proceedings may be such that the costs do not warrant the foreclosure proceedings costs. In such cases, foreclosure proceedings may be delayed by the City until there are sufficient Special Tax delinquencies accruing to such parcel (including interest and penalties thereon) to warrant the cost of such foreclosure proceedings.

Under the Act, foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. In such action, the real property subject to the special taxes may be sold at a judicial foreclosure sale for a minimum price that will be sufficient to pay or reimburse the delinquent special taxes.

The owners of the Bonds benefit from the Reserve Fund established pursuant to the Fiscal Agent Agreement; however, if delinquencies in the payment of the Special Taxes with respect to the Bonds are significant enough to completely deplete the Reserve Fund, there could be a default or a delay in payments of principal and interest to the owners of the Bonds pending prosecution of foreclosure proceedings and receipt by the City of the proceeds of foreclosure sales. Provided that it is not levying the Special Tax at the Maximum Annual Facilities Special Tax rates set forth in the Rate and Method, the City may adjust the Special Taxes levied on all property within Improvement Area No. 2 subject to the Special Tax to provide an amount required to pay debt service on the Bonds and to replenish the Reserve Fund. However, such adjustment is subject to the Maximum Annual Facilities Special Tax and to the limitation described under the caption “– Special Tax Methodology” above.

19 Under current law, a judgment debtor (property owner) has at least 120 days from the date of service of the notice of levy to redeem the property to be sold. If a judgment debtor fails to redeem and the property is sold, his or her only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made (California Code of Civil Procedure Section 701.680).

Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent upon the nature of the defense, if any, put forth by the debtor and the condition of the calendar of the superior court of the county. Such foreclosure actions can be stayed by the superior court on generally accepted equitable grounds or as the result of the debtor’s filing for relief under the Federal bankruptcy laws. The Act provides that, upon foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem taxes and special assessments. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 2 – Overlapping Liens and Priority of Lien.”
No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the City to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale.

Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post-judgment interest and authorized costs, unless the consent of the owners of at least 75% of the outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the City, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the City could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the City becomes the purchaser under a credit bid, the City must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale. 2025 Reserve Account of Reserve Fund
A debt service reserve fund has been established under the Fiscal Agent Agreement (the “Reserve Fund”), and within the Reserve Fund, separate reserve accounts are being established for each series of Bonds. Accordingly, at the time of issuance of the 2025 Bonds, a reserve account will be established within the Reserve Fund for the benefit of the holders of the 2025 Bonds (the “2025 Reserve Account”). The 2025 Reserve Account is available solely for the payment of debt service on the 2025 Bonds and no other parity obligations.

Upon delivery of the 2025 Bonds, the Fiscal Agent will deposit an amount of the proceeds into the 2025 Reserve Account of the Reserve Fund so that the amount therein equals the “Reserve Requirement,” which means, with respect to any series of Bonds, the least of (i) 125% of the average Annual Debt Service with respect to the applicable series of Bonds; (ii) Maximum Annual Debt Service with respect to the applicable series of Bonds; and (iii) 10% of the original principal amount of the applicable series of Bonds (or, if the applicable series of Bonds has more than a de minimis amount of original issue discount or premium, 10% of the issue price of such series of Bonds); provided, that—

20 (a) the Reserve Requirement for the 2025 Bonds shall not increase after the date of issuance of the 2025 Bonds;
(b) in no event shall the City be obligated to deposit an amount in any reserve account in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code; and
(c) the City may meet all or a portion of the Reserve Requirement with respect to any series of Bonds by depositing a Qualified Reserve Fund Credit Instrument.

As noted above, for each series of Additional Bonds, the Fiscal Agent shall establish a separate subaccount within the Reserve Fund for such series and moneys in each subaccount shall be held in trust by the Fiscal Agent for the benefit of the Owners of the respective series of Bonds.

The City has the right to either meet the Reserve Requirement at the time of issuance of a series of Bonds or at any time thereafter to cause the Fiscal Agent to release cash from the Reserve Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit Instrument, and (2) in the case of a release, an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds secured thereby to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Fiscal Agent in connection with a release of cash, the Fiscal Agent will transfer such funds to the City. Prior to the expiration of any Qualified Reserve Fund Credit Instrument, if applicable, the City is obligated either to replace such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or to deposit or cause to be deposited with the Fiscal Agent an amount of funds such that the funds on deposit in the Reserve Fund together with all Qualified Reserve Fund Credit Instruments held by the Fiscal Agent is at least equal to the Reserve Requirement (which funds may come from a draw by the Fiscal Agent on the Qualified Reserve Fund Credit Instrument prior to its expiration). “Qualified Reserve Fund Credit Instrument” means an irrevocable standby or directpay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Fiscal Agent, provided that all of the following requirements are met: (a) the long-term credit rating of such bank or insurance company is rated in the top two categories (without regard to modifier) by S&P Global Ratings, a business unit of Standard & Poor’s or Moody’s Investor Service, Inc. at the time of issuance; (b) such letter of credit or surety bond has a term of at least 12 months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement being met by such instrument or with respect to which funds are proposed to be released pursuant to the Fiscal Agent Agreement; and (d) the Fiscal Agent is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to the Fiscal Agent Agreement.

Whenever, on the Business Day prior to any Interest Payment Date, the amount in any reserve account within the Reserve Fund exceeds the Reserve Requirement for the applicable series of Bonds covered by such reserve account, the Fiscal Agent shall provide written notice to the Chief Financial Officer of the amount of the excess. The Chief Financial Officer shall advise

21 the Fiscal Agent in writing of the amount, if any, of any transfer required pursuant to the Fiscal Agent Agreement, and otherwise direct the Fiscal Agent to transfer an amount equal to the excess to the Improvement Fund, if the Project has not been completed as of the date of such transfer, or if the Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Outstanding Bonds covered by the applicable reserve account in accordance with the Fiscal Agent Agreement; provided, that to the extent that such excess results from the prepayment of Special Taxes and redemption of Bonds, such amount shall be transferred to the Prepayment Account and applied to the corresponding redemption of Bonds.

Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and make any other transfer required under the Fiscal Agent Agreement, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption of all of the Outstanding Bonds. If the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund will be transferred to the City, after payment of any amounts due the Fiscal Agent, to be used for any lawful purpose of the City.

Improvement Fund
Under the Fiscal Agent Agreement, there is established an Improvement Fund, which is to be held in trust by the Fiscal Agent and will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the construction and acquisition of the Improvements in accordance with the Acquisition Agreement (as described herein). Interest earnings from the investment of amounts in the Improvement Fund will be retained in the Improvement Fund to be used for the purposes of the Improvement Fund.

Upon completion of the Improvements and payment to the Master Developer or other entities that are due reimbursement for Improvements, the Fiscal Agent will transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement, and the Improvement Fund will be closed.

Future Parity Bonds
The proceedings conducted under the Act for the District and Improvement Area No. 2 authorize the issuance of up to $30,000,000 of special tax bonds for Improvement Area No. 2, of which the 2025 Bonds represent the first series. Additional Bonds may be issued upon compliance by the City with the conditions set forth in the Fiscal Agent Agreement, which include the following:
(i) There shall be deposited into a reserve account of the Reserve Fund, an amount at least equal to the Reserve Requirement with respect to such Additional Bonds. (ii) After giving effect to the issuance of the Additional Bonds, for each Bond Year the Additional Bonds are Outstanding, projected Special Tax Revenues, if levied at the maximum annual Special Tax rates per the Rate and Method, in each Fiscal Year are at least equal to 110% of Debt Service due in the Bond Year that begins in the corresponding Fiscal Year, as calculated by the special tax consultant to the City.

22 (iii) After giving effect to the issuance of the Additional Bonds, the aggregate value of all parcels in Improvement Area No. 2 subject to the Special Tax, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the Additional Bonds, as determined by an MAI appraisal, assessed valuations shown on the then current County tax roll, or by a combination of both methods, is at least 3.00 times the sum of (1) the aggregate principal amount of all Bonds then Outstanding, plus (2) the aggregate principal amount of the Additional Bonds proposed to be issued, plus (3) the proportionate principal amount of any bonds then outstanding and payable from assessments which are a lien against property in Improvement Area No. 2, plus (4) a portion of the aggregate principal amount of all bonds issued under the Act, other than 2025 Bonds then Outstanding and the Additional Bonds, payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within Improvement Area No. 2 (the “Other Mello-Roos Bonds”) equal to the aggregate principal amount of the Other Mello-Roos Bonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other Mello-Roos Bonds on parcels of land within Improvement Area No. 2 subject to the Special Tax, and the denominator of which is the total amount of special taxes levied for the Other Mello-Roos Bonds on all parcels of land against which special taxes are levied to pay the Other Mello-Roos Bonds (such fraction to be determined based upon the special taxes which could be levied the year in which the Additional Bonds are issued, as determined by the City), based upon information from the most recent available Fiscal Year.

Additional Bonds may be issued to finance additional improvements, Deferred Impact Fees, and/or to refund outstanding Bonds. Additional Bonds may be issued for the purpose of refunding any outstanding Bonds without meeting the foregoing conditions so long as debt service on the refunding Bonds in each Bond Year is less than debt service on the Bonds refunded.

Nothing in the Fiscal Agent Agreement shall be interpreted to prohibit issuance of bonds secured on a subordinate basis to the 2025 Bonds.

In connection with the approval of development in Improvement Area No. 2, the City has agreed that payment of certain impact fees owed by the Master Developer and merchant builders in Improvement Area No. 2 will be deferred (referred to as the “Development Impact Fee Deferral” in the Rate and Method) to allow payment of the deferred fees after the 2025 Bonds and any Additional Bonds have been fully paid. The City expects to receive payment for the deferred impact fees either through continued collection of Special Taxes or through the issuance of future bonds after the 2025 Bonds and any Additional Bonds have matured. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor.

23 DEBT SERVICE SCHEDULE
The annual debt service on the 2025 Bonds, assuming no early redemptions other than mandatory sinking fund payments, is set forth below.

City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 2
2025 Bonds – Annual Debt Service
Year
Ending
(Sept. 1)
2025 Bonds
Principal
2025 Bonds
Interest
2025 Bonds
Total
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
Totals
____________
Source: Underwriter.

24 City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 2
2025 Bonds – Estimated Debt Service Coverage
Fiscal Year 2024-25
Fiscal Year
Levy
Maximum
Special Tax
Revenue –
Building
Permit
Maximum
Special Tax
Revenue –
Small Lot
Final Map
Total
Maximum
Special Tax
Revenue
Less: 1%
Priority Admin
(County)
Net Annual
Special
Tax
Revenues
Proposed
Series 2025
Bond Debt
Service*
Estimated
Coverage*
2025-26
* Preliminary; subject to change.

Sources: EPS for special tax data; Underwriter for debt service and coverage.

25 THE AMORUSO RANCH SPECIFIC PLAN
Certain information contained in this section describes the larger Amoruso Ranch Development, which includes land outside Improvement Area No. 2. Only land in Improvement Area No. 2 constitutes security for the 2025 Bonds.

The Amoruso Ranch Specific Plan (“Amoruso Ranch Specific Plan”) is the primary land use, policy and regulatory document used to guide development of land in Improvement Area No. 2 and the surrounding area. The Amoruso Ranch Specific Plan was adopted on June 15, 2016, and then amended on March 18, 2020 and April 20, 2022. The Amoruso Specific Plan establishes a development framework for land use, affordable housing, resource protection, circulation, utilities and services, implementation and design for approximately 694 acres in the northwest portion of the City projected to develop into approximately 2,827 single and multi-family residential units. The land use plan also includes three commercial parcels totaling 51 acres, a 9.6-acre elementary school site, 7 neighborhood parks, and a 3-acre fire station/public facilities site.

Approximately 135 acres will be set aside as open space preserve.

The intent of the Amoruso Ranch Specific Plan is to promote the systematic and orderly development of the plan area. All subsequent development projects and related activities in the Amoruso Ranch Specific Plan area are required to be consistent with the Amoruso Ranch Specific Plan. The Amoruso Ranch Specific Plan implements the goals and policies of the City of Roseville General Plan and augments these goals and policies by providing specific direction to reflect conditions unique to the project and plan area. The City’s General Plan serves as the long-term policy guide for the physical, economic and environmental growth of the City. The property within the District was included within, and is a component of, the Amoruso Ranch Specific Plan. The full text of the Amoruso Ranch Specific Plan is available on the City’s website.

The land in Improvement Area No. 1 within the Amoruso Ranch Specific Plan area consists of approximately 106 acres of land on which home development is underway for 481 taxable residential units as well as non-taxable residential and public/quasi-public uses. The land in Improvement Area No. 2 within the Amoruso Ranch Specific Plan area consists of approximately 25 acres of land on which home development is underway for 156 taxable residential units.

THE AMORUSO RANCH DEVELOPMENT
The information regarding development of the property contained under this caption has been provided by representatives of the Master Developer, and has not been independently confirmed or verified by the Underwriter or the City. Neither the Underwriter nor the City makes any representation as to the accuracy or adequacy of the information contained under this caption. There may be material adverse changes in this information after the date of this Official Statement. See “SPECIAL RISK FACTORS” herein.

Development Agreement
General. The City entered into a Development Agreement in 2016, which has been amended several times (as amended to date, the “Development Agreement”), with certain prior landowner entities to which the Master Developer has subsequently succeeded with respect to the land being developed by the Master Developer in Improvement Area No. 2 and the surrounding area. The Development Agreement’s purpose is to vest development rights, set forth

26 infrastructure improvements and dedication requirements, secure the timing and methods for financing improvements, and specify other performance obligations as related to development in the Amoruso Ranch Specific Plan area. All of the property in Improvement Area No. 2 is subject to the requirements of the Development Agreement, as well as the Amoruso Ranch Specific Plan.

The Development Agreement was entered into in accordance with Sections 65864 through 65869.5 of the California Government Code, as implemented through Article V, Chapter 19.84 of the City’s Zoning Ordinance No. 3014.

The Development Agreement is the primary implementation tool for the Amoruso Ranch Specific Plan and creates a binding contract between the City and the parties thereto, and their assigned successors in interest, which sets forth the needed infrastructure improvements, park dedication requirements, timing and method for financing improvements and other specific performance obligations of the City and the Master Developer and its successors, including obligations related to development of the property in the District, with the terms, conditions, rules, regulations, entitlements, vested rights, and other provisions relating to the development of the property in the District according to the Amoruso Ranch Specific Plan entitlements. Included are provisions relating to infrastructure improvements, public dedication requirements, landscaping amenities, and other obligations of the parties.

The Development Agreement expires in approximately 2049. The Development Agreement runs with the property and may be modified only by mutual consent of the parties, and in a manner consistent with the Amoruso Ranch Specific Plan. With the Development Agreement in place, subject to compliance with the terms of the Development Agreement, construction of homes within the District may occur upon City approval of subdivision maps, satisfaction of certain design requirements and conditions of such maps and issuance of building permits.

Tract Maps. The large lot specific plan map for the entirety of Amoruso Ranch was recorded with the Placer County Recorder’s Office on December 23, 2002 in Book GG at Page 49 (Document Number 2022-0093073). On June 5, 2024, the Phase 1, Sub-Phase A2 Final Map was recorded with the Placer County Recorder’s Office in Book GG at page 81 (Document Number 2024-0029258) (the “IA No. 2 Final Map”). The IA No. 2 Final Map created 156 singlefamily residential lots.

Backbone Infrastructure and Other Development Conditions. The Development Agreement requires satisfaction of various items as conditions of development of the Amoruso Ranch Development. All of the work required for the development of Improvement Area No. 2 and the delivery of lots to Brookfield HB in final lot condition has been completed.

Certain conditions of development will be triggered by later phases of the Amoruso Ranch Development (outside Improvement Area No. 2). For example, the Development Agreement requires that at or prior to the occupancy of the 1,250th residential unit in the project, (1) a groundwater production well be in operation and (2) a pro-rata share of the cost of expansion of the West Roseville Specific Plan recycled water tank and pump station, estimated at $2.287 million, shall be paid through community facilities district (CFD) financing.

Environmental Matters
Flood Hazard Map Information. According to the Federal Emergency Management Agency’s flood insurance rate maps (Flood Area Panel Number 06061C0910H, with an effective date of November 2, 2018), the property in Improvement Area No. 2 is located within Flood Zone

27 X, described as areas of minimal flooding (outside of the 100- and 500-year floodplains). The project is not required to meet the requirement of SB5.

Wetland Conditions. Land in Improvement Area No. 2 is located outside of a protected wetland or such wetland impact has been mitigated. No additional environmental permits are required to be obtained.

Seismic Conditions. None of the property expected to be developed as part of the Project (including land in Improvement Area No. 2) is located within a seismic special studies zone, designated by the California State Division of Mines and Geology, in accordance with the Alquist-Priolo Special Study Zone Act of 1972.

Wildfire Zone. None of the property in Improvement Area No. 2 is within a high or very high fire hazard severity zone, as defined by CAL-FIRE.

Utilities. It is expected that utility service for the property in Improvement Area No. 2 will be provided by the following entities:

Utility Provider
Water/Sewer City of Roseville
Electricity City of Roseville
Natural Gas Pacific Gas & Electric
Data/Phone Comcast/AT&T
Maps. The original District boundary map is shown on the following page. Improvement Area No. 2 was annexed into the District from the designated Future Annexation Area.

28 [Reserved for CFD boundary map]

29 [Reserved for aerial]

30 THE MASTER DEVELOPER
The information regarding the ownership and development of the property contained under this caption has been provided by the Master Developer, and has not been independently confirmed or verified by the Underwriter or the City. Neither the Underwriter nor the City makes any representation as to the accuracy or adequacy of the information contained under this caption. There may be material adverse changes in this information after the date of this Official Statement. Neither the Bonds nor the Special Taxes securing the Bonds are personal obligations of the Master Developer, any affiliate of the Master Developer, Brookfield HB, or any other subsequent property owners within Improvement Area No. 2, and, in the event that any property owner defaults in the payment of its Special Taxes, the City may proceed with judicial foreclosure of the delinquent land within Improvement Area No. 2 securing the Bonds, but has no direct recourse to any other assets of any property owner or any affiliate thereof. See “SPECIAL RISK FACTORS” herein.

General
Land in Improvement Area No. 2 represents a portion of the larger “Amoruso Ranch” development entitled for 2,827 residential units (a mix of low-, medium-, and high-density residential), as well as other related uses. In September 2024, bonds were issued in the amount of $30,430,000 for Improvement Area No. 1 of the District, which encompasses 481 lots under development by merchant builders Richmond American Homes and D.R. Horton as the initial phase of the overall project. As of September 10, 2025 196 homes in Improvement Area No. 1 are owned by individual homeowners.

Home building and sales in Improvement Area No. 2 represent “phase 2” of the project comprising 156 single family residential lots on land subdivided into 4,275 and 5,500 square foot lots. As of September 10, 2025, Improvement Area No. 2 development includes four homes completed and sold to individual homeowners, six completed model homes and 15 completed production homes (7 of which are under contract with homeowners), and 29 additional homes in various stages of construction.

Only the land in Improvement Area No. 2 is and will be security for the 2025 Bonds.

Ownership Structure of Master Developer. The property in Improvement Area No. 2 was originally owned by Brookfield Sacramento Holdings LLC, a Delaware limited liability company (“Brookfield Sacramento Holdings”). On January 8, 2025, Brookfield Sacramento Holdings and subsidiaries of Sekisui House, Ltd., a Japanese kabushiki kaisha (“Sekisui House”), entered into an arrangement whereby the property in Improvement Area No. 2 (and other property) was conveyed to Brookfield Sunset LLC, a Delaware limited liability company (previously defined as the Master Developer). The Master Developer is owned by NASH Brookfield Amoruso LLC, a Delaware limited liability company (“NASH Brookfield”). Nash Brookfield is owned (i) 80% by NASH Amoruso Holdings, LLC, is a wholly-owned subsidiary of Sekisui House and (ii) 20% by Brookfield Communities) Amoruso LLC, a wholly-owned subsidiary of Brookfield Corporation (ON).

Sekisui House is a real estate development company headquartered in Osaka, Japan and has been in business since 1960. It has over 15,000 employees and has constructed or participated in the construction of over 2.6 million houses. Recently, Sekisui House acquired M.D.C Holdings, Inc. (also known as Richmond American Homes).

31 In connection with the investment by Sekisui House, the Master Developer entered into a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated January 8, 2025 (the “Deed of Trust”), which encumbers all of the land in Improvement Area No. 2 that is owned by the Master Developer and secures the repayment of a loan made by NASH Financing, LLC (an entity related to Sekisui House) (the “Lender”) to the Master Developer and the Master Developer’s parent company NASH Brookfield. The loan was in the amount of $92 million, and the proceeds were used in connection with the Amoruso Ranch development and other joint projects with Sekisui House. Further, as lots are acquired by Brookfield HB, the Master Developer will pay a release price to the Lender so that Brookfield HB acquires the lots free of the lien of the Deed of Trust. As of September 10, 2025, the loan with the Lender is in good standing.

Master Developer Financing Plan
The Master Developer has expended over $90 million dollars on improvements for the Amoruso Ranch Development. All of the work required for the development of Improvement Area No. 2 and the delivery of lots to Brookfield HB in final lot condition has been completed.

In connection with the formation of the District, the City and Brookfield Sacramento Holdings entered into a Funding, Construction and Acquisition Agreement (the “Acquisition Agreement”). On January 7, 2025, Brookfield Sacramento Holdings assigned the Acquisition Agreement to the Master Developer. The Acquisition Agreement provides that the Master Developer will construct (or cause to be constructed or funded) various improvements, and the City, upon completion of construction and acceptance (or through progress payments prior to completion of the entire improvement), will purchase the improvements or reimburse the Master Developer for expended amounts from the proceeds of the Bonds and/or Special Taxes on a payas-you-go basis. The Master Developer will be responsible for the portion of the cost of construction of the improvements not paid with Bond proceeds and Special Taxes.

The Rate and Method provides that the funding of Improvement costs can also be made from collections of the Special Tax available as the “pay-as-you-go” component of Special Taxes.

The pay-as-you-go funding component is expected to provide for funding of the cost of a portion of the improvements in excess of the amount provided from Bond proceeds (if such proceeds are not sufficient) through annual Special Tax collections in excess of the amount needed to pay the debt service. The City contemplates utilizing this funding mechanism during the time the Bonds are outstanding. Additionally, after the final maturity date of the Bonds and any Additional Bonds issued to reimburse developers for costs of the improvements, the City expects to continue to levy Special Taxes for payment of the “Development Impact Fee Deferral” (as defined in the Rate and Method) which levy may secure future bonds issued after payment in full of the Bonds and any Additional Bonds.

Notwithstanding the belief of the Master Developer that it will have sufficient funds to complete its planned development, no assurance can be given that sources of financing available to the Master Developer will be sufficient to complete such development as currently anticipated.

While the Master Developer has made internal financing available in the past for similar activities, there can be no assurance whatsoever of its willingness or ability to do so in the future. Neither the Master Developer nor any of its affiliates has any legal obligation of any kind to make any such funds available or to obtain loans or lines of credit. If and to the extent that internal financing, loan proceeds, lines of credit, or bond proceeds are inadequate to pay the costs to complete the Master Developer’s planned development, there could be a shortfall in the funds required to complete such proposed development and portions of such development might not be completed.

32 MERCHANT BUILDER INFORMATION
The information regarding the ownership of the property contained under this caption has been provided by the Master Developer, and has not been independently confirmed or verified by the Underwriter or the City. Neither the Underwriter nor the City makes any representation as to the accuracy or adequacy of the information contained under this caption. There may be material adverse changes in this information after the date of this Official Statement. Neither the Bonds nor the Special Taxes securing the Bonds are a personal obligation of the Master Developer, Brookfield HB, or any other subsequent property owners within Improvement Area No. 2. In the event that any property owner defaults in the payment of its Special Taxes, the District may proceed with judicial foreclosure of the delinquent land within Improvement Area No. 2 securing the Bonds, but has no direct recourse to any other assets of any property owner or any affiliate thereof. As a result, other than as provided in this Official Statement, no financial statements or information is, or will be provided about the Master Developer, Brookfield HB, or any other current or subsequent property owner. See “SPECIAL RISK FACTORS” herein.

Brookfield HB
In late 2024, Brookfield Sacramento HB LLC, a Delaware limited liability company (“Brookfield HB”), entered into a purchase and sale agreement to acquire 156 finished lots in Improvement Area No. 2 from Brookfield Sacramento Holdings (as amended, the “IA No. 2 PSA”).

On January 7, 2025, in connection with the investment by Sekisui House and the transfer of the property in Improvement Area No. 2 to the Master Developer, Brookfield Sacramento Holdings and the Master Developer entered into the Assignment and Assumption of Agreements, Permits, Licenses and Approvals (the “Assignment Agreement”), whereby, among other things, the IA No. 2 PSA was assigned to the Master Developer.

Brookfield HB is a wholly-owned subsidiary of Brookfield Bay Area Holdings LLC, a Delaware limited liability company (“Brookfield BAH”). Brookfield BAH is an indirect subsidiary of Brookfield Residential. Brookfield Residential is a North American land developer and homebuilder with operations in Canada and the United States, which entitles and develops land to create master-planned communities and builds and sells lots to third-party builders, as well as to its own homebuilding divisions. Brookfield Residential also participates in select strategic real estate opportunities, including infill projects, mixed-use developments, infrastructure projects and joint ventures. Brookfield Residential currently focuses on the following operating segments:

Canada, California, and Central and Eastern United States. Its Canadian operations are primarily in the Alberta and Ontario markets. Brookfield Residential has homebuilding operations in Austin, Calgary, Denver, Edmonton, Hawaii, Los Angeles, Phoenix, San Diego, San Francisco, Toronto, and Washington D.C. Brookfield Residential has been active in the Northern California market since 1997. Information regarding Brookfield Residential’s operations in Northern California is available at www.brookfieldnorcal.com. Copies of Brookfield Residential’s financial statements and other information are currently available from Brookfield Residential’s website at www.brookfieldresidential.com. These internet addresses are included for reference only, and the information on these internet sites is not a part of this Official Statement and is not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on these internet sites.

Brookfield HB Development Plan. The lots in Improvement Area No. 2 are planned for development into 156 single-family detached homes in two neighborhoods: “Allora at Amoruso

33 Ranch” (83 lots) and “Tesoro at Amoruso Ranch” (73 lots). The terms of the IA No. 2 PSA, as amended, includes phased takedowns for each neighborhood as set forth in the following tables:

City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 2 – Special Tax Bonds Series 2025
Allora Take-Down Schedule (83 LDR Lots)
(as of September 10, 2025)
Actual/Scheduled
Acquisition Date
Lots
Scheduled
to be Acquired
Cumulative
Number of Lots
to be Acquired
4/28/2025 13* 13*
5/29/2025 11* 24*
9/22/2025 12 36
12/22/2025 12 48
3/19/2026 12 60
6/22/2026 14 74
9/21/2026 9 83
Total: 83
* Acquired
City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 2 – Special Tax Bonds Series 2025
Tesoro Take-Down Schedule (73 LDR Lots)
(as of September 10, 2025)
Actual/Scheduled
Acquisition Date
Lots
Scheduled
to be Acquired
Cumulative
Number of Lots
to be Acquired
4/28/2025 11* 11*
5/29/2025 13* 24*
9/22/2025 12 36
12/22/2025 13 49
3/19/2026 14 63
6/22/2026 10 73
Total: 73
* Acquired
The original take-down schedule has been amended twice through amendments to the IA No. 2 PSA. Consequently, the take-down schedules above are subject to further change by the Master Developer and Brookfield HB.

When Brookfield HB acquires the lots from the Master Developer in finished lot condition, Brookfield HB will construct, market, and sell the homes thereon. The Master Developer has a profit participation in the sales of the homes.

There are 3 model homes that have been constructed in each of Allora and Tesoro. The 6 model homes were constructed by Brookfield HB under a license agreement with the Master Developer, whereby the Master Developer granted Brookfield HB the right to construct the model

34 homes on the land that the Master Developer owns. Currently, it is anticipated that the 6 model homes will be transferred to Brookfield HB in the final takedown in each product line for Brookfield HB to sell to the homebuying public. However, the parties reserve the right to defer the sale of these model homes so as to use them to market future phases of the Amoruso Ranch development.

Assuming that Brookfield HB acquires the lots from the Master Developer pursuant to the IA No. 2 PSA, the proposed product mix for the homes constructed and planned to be constructed by Brookfield HB within these neighborhoods is set forth in the following tables.

City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 2 – Special Tax Bonds Series 2025
“Allora at Amoruso Ranch” (83 Lots)
(As of September 10, 2025)
Floor Plans
Approx.

Square
Footage
Total No.

Planned
Units
Units
Completed,
Sold, and
Closed
Units
Completed
But Not
Closed
Units Under
Construction(1)
Est. Base
Price(2)
Plan 1 1,840 21 0 3 4 $619,990
Plan 2 2,184 21 0 2 4 629,990
Plan 3 2,309 21 0 3 4 639,990
Plan 4 2,674 20 1 2 4 689,990
Totals 83 1 10 16
____________________
(1) Brookfield HB has completed construction of three (3) model homes, although they remain owned by the Master Developer.

Brookfield HB is currently under construction on 16 production homes as of September 10, 2025. A total of 27 building permits have been received for the Allora lots as of September 10, 2025. (2) Base sale prices are estimated as of September 10, 2025. Actual base sales prices may be lower than estimated. Base sales prices are subject to change and exclude any lot premiums, options, upgrades, incentives and any selling concessions or price reductions which may be offered.

Source: Master Developer.

City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 2 – Special Tax Bonds Series 2025
“Tesoro at Amoruso Ranch” (73 Lots)
(As of September 10, 2025)
Floor Plans
Approx.

Square
Footage
Total No.

Planned
Units
Units
Completed,
Sold, and
Closed
Units
Completed
But Not
Closed
Units Under
Construction(1)
Est. Initial
Base
Price(2)
Plan 1 2,339 18 1 2 3 $730,550
Plan 2 2,925 19 0 1 4 759,650
Plan 3 3,606 18 0 5 3 837,250
Plan 4 4,066 18 2 3 3 905,750
Totals 73 3 11 13
____________________
(1) Brookfield has completed construction of three (3) model homes, although they remain owned by the Master Developer.

Brookfield HB is currently under construction on 13 production homes as of September 10, 2025. A total of 27 building permits have been received for the Tesoro lots as of September 10, 2025. (2) Base sale prices are estimated as of September 10, 2025. Actual base sales prices may be lower than estimated. Base sales prices are subject to change and exclude any lot premiums, options, upgrades, incentives and any selling concessions or price reductions which may be offered.

Source: Master Developer.

35 Brookfield HB has closed 4 homes to homebuyers as of September 10, 2025. Brookfield HB anticipates reaching build-out and closing on the final homes in Improvement Area No. 2 to individual homebuyers by March 2027.

No assurance can be given that the lots will be acquired by Brookfield HB on the schedule set forth above or that home construction and sales will be carried out on the anticipated timeline and according to the plans outlined herein, or that the home construction and sale plans or base prices set forth above will not change after the date of this Official Statement. Brookfield HB reserves the right to change its development at any time without notice.

Brookfield HB Financing Plan. To date, Brookfield HB has funded its land acquisition, site development and home construction costs related to its property in Improvement Area No. 2 through internally generated funds, including funding from its parent company (as defined herein).

Brookfield HB expects to use internal funding (which may include home sales revenues from its project in Improvement Area No. 2) to complete its home construction, and marketing and sales of its homes in Improvement Area No. 2. However, home sales revenues from Brookfield HB’s activities in Improvement Area No. 2 are not segregated and set aside for completing its development activities in Improvement Area No. 2. None of the lots within Improvement Area No. 2 owned by Brookfield HB are encumbered by a mortgage or deed of trust.

Although Brookfield HB expects to have sufficient funds available to undertake and complete its development activities in Improvement Area No. 2, there can be no assurance, however, that amounts necessary to finance the remaining development and home construction costs will be available to Brookfield HB when needed. Neither Brookfield HB nor any other entity or person is under any legal obligation of any kind to expend funds for the development of and construction of homes on Brookfield HB’s property in Improvement Area No. 2. Brookfield HB has no legal obligation to Bond holders to make any such funds available for construction or development, or the payment of ad valorem property taxes or the Special Taxes. Any contributions Brookfield HB or any other entity or person to fund the costs of such development are entirely voluntary.

If and to the extent that the aforementioned sources are inadequate to pay the costs to complete the planned development by Brookfield HB within Improvement Area No. 2 and other financing is not put into place, there could be a shortfall in the funds required to complete the proposed development by Brookfield HB or to pay ad valorem property taxes or Special Taxes related to Brookfield HB’s property in Improvement Area No. 2, and the remaining portions of such development may not be completed. Many factors beyond Brookfield HB’s control, or a decision by Brookfield HB to alter its current plans, may cause the actual sources and uses to differ from the projections. See “SPECIAL RISK FACTORS” herein for a discussion of risk factors.

36 VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 2
The Appraisal
General. Integra Realty Resources, Sacramento, California (the “Appraiser”) prepared an appraisal report with a date of value of (the “Appraisal”). The Appraisal was prepared at the request of the City. The Appraisal is set forth in APPENDIX B hereto. The description herein of the Appraisal is intended for limited purposes only; the Appraisal should be read in its entirety. The conclusions reached in the Appraisal are subject to certain assumptions and qualifications which are set forth in the Appraisal. The appraised properties consist of all of the taxable property within Improvement Area No. 2, which consists of 156 taxable lots.

Value Estimates. The Appraisal provides a market value of the appraised property as of the date of value (based on the hypothetical condition the improvements to be financed by the 2025 Bonds were in place as of the date of valuation). The valuation accounts for the impact of the lien of the Special Tax and represents the hypothetical market value (based on the hypothetical condition) of all the land in Improvement Area No. 2. The property appraised excludes property in Improvement Area No. 2 designated for public and quasi-public purposes.

The aggregate value estimate for the appraised properties as of the date of value, using the methodologies described in the Appraisal and subject to the limiting conditions and special assumptions and the hypothetical condition set forth in the Appraisal, and based on the ownership of the property as of that date, is $43,738,000. The following table summarizes appraised values for parcels in Improvement Area No. 2.

Appraised Values Within Improvement Area No. 2
As of September 10, 2025
___________
Source: Appraisal.

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37 Hypothetical Condition. The value estimate is subject to a hypothetical condition, defined as that which is contrary to what exists but is supposed for the purposes of analysis. For purposes of the hypothetical condition, the Appraiser assumed that certain proceeds of the 2025 Bonds are available to fund public improvements and/or reimburse for various improvements already completed.

Assumptions and Limiting Conditions. In considering the estimate of value evidenced by the Appraisal, the Appraisal is based upon a number of standard and special assumptions which affect the estimates as to value. For example, the Appraiser has assumed that there is no adverse soil conditions, toxic substances or other environmental hazards that would interfere or inhibit development of the appraised property. Should future conditions and events reduce the level of permitted development or delay the completion of any projected development, the value of the undeveloped land would likely be reduced from that estimated by the Appraiser. See “APPENDIX B – The Appraisal.”
Accordingly, because the Appraiser arrived at an estimate of current market value based upon certain assumptions which may or may not be fulfilled, no assurance can be given that should the parcels become delinquent due to unpaid Special Taxes, and be foreclosed upon and offered for sale for the amount of the delinquency, that any bid would be received for such property or, if a bid is received, that such bid would be sufficient to pay such delinquent Special Taxes.

Exposure Time. Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value. Exposure time is always presumed to precede the effective date of the Appraisal. Based on the Appraiser’s review of recent sales transactions for similar properties and its analysis of supply and demand in the local land market, the Appraiser’s opinion was that the probable exposure time for the appraised property at the concluded market value stated previously is 12 months.

Marketing Time. Marketing time is an estimate of the amount of time it might take to sell a property at the concluded market value immediately following the effective date of value. As the Appraiser foresees no significant changes in market conditions in the near term, the Appraiser’s opinion was that a reasonable marketing period for the appraised property in bulk is likely to be the same as the exposure time. Accordingly, the Appraiser estimated the marketing period at 12 months or less.

No assurance can be given that a sale of the property in bulk through foreclosure could be achieved or attained over an extended period of time; real estate is cyclical in nature, and it is impossible to accurately forecast and project specific demand over a particular period. See “SPECIAL RISK FACTORS – Property Values and Property Development.” Limitations of Appraisal Valuation. Property values may not be evenly distributed throughout Improvement Area No. 2; thus, certain parcels may have a greater value than others.

This disparity is significant because in the event of nonpayment of the Special Tax, the only remedy is to foreclose against the delinquent parcel.

No assurance can be given that the foregoing valuation can or will be maintained during the period of time that the 2025 Bonds are outstanding in that the City has no control over the market value of the property within Improvement Area No. 2 or the amount of additional indebtedness that may be issued in the future by other public agencies, the payment of which, through the levy of a tax or an assessment, may be on a parity with the Special Taxes. See “–Overlapping Liens and Priority of Lien” below.

38 For a description of certain risks that might affect the assumptions made in the Appraisal, see “SPECIAL RISK FACTORS” herein.

Value to Special Tax Burden Ratios
In comparing the value of the real property within Improvement Area No. 2 and the principal amount of the Bonds, it should be noted that only the real property upon which there is a delinquent Special Tax can be foreclosed upon, and the real property within Improvement Area No. 2 cannot be foreclosed upon as a whole to pay delinquent Special Taxes of the owners of such parcels within Improvement Area No. 2 unless all of the property is subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Taxes levied against such parcels.

Other public agencies whose boundaries overlap those of Improvement Area No. 2 could, without the consent of the City and in certain cases without the consent of the owners of the land within Improvement Area No. 2, impose additional taxes or assessment liens on the land within Improvement Area No. 2. Property owners can also voluntarily add Property Assessed Clean Energy (PACE) assessment liens on their property to finance energy efficiency improvements.

The lien created on the land within Improvement Area No. 2 through the levy of such additional taxes or assessments may be on a parity with the lien of the Special Tax. In addition, construction loans may be obtained by merchant builders, and home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt on property within Improvement Area No. 2, however, will be subordinate to the lien of the Special Tax.

39 Appraised Value to Lien Ratios by Development Status. The following table sets forth appraised value, estimated maximum and actual facilities special tax amounts, allocable debt, and value to lien ratios by development status in Improvement Area No. 2 as of September 10, 2025 (the Appraiser’s date of value), based on the assumptions detailed therein.

Table 1a
City of Roseville
Amoruso Ranch Community Facilities No. 1 (Public Facilities) Improvement Area No. 2 – Series 2025 Bonds
Value to Lien Ratios by Development Status
Development Status
Planned
Units
Estimated
2025-26
Maximum
Annual
Facilities
Special Tax
Revenue (1)
Actual
2025-26
Facilities
Special
Tax Levy (2)
Appraised
Value (3)
Share of
CFD Bonds* (4)
Overlapping
Debt
Total CFD
Bonds and
Overlapping
Debt
Appraised /
Overlapping
Debt Value
to Lien* (5)
Finished Lot 102 $447,984 $441,945 $19,356,000 $5,939,216 $17,444 $5,956,661 3.2 Under Construction 29 127,296 125,571 8,402,000 1,687,519 4,957 1,692,476 5.0 Model 6 26,622 26,298 3,810,000 353,420 1,038 354,458 10.7 Completed 15 67,014 66,259 9,560,000 890,444 2,615 893,059 10.7 Completed/Sold 4 18,666 18,558 2,610,000 249,400 733 250,132 10.4 Total 156 $687,582 $678,631 $43,738,000 $9,120,000 $26,787 $9,146,787 4.8 ______________________________
* Preliminary, subject to change.
(1) Increases by 2% each Fiscal Year.
(2) Amount levied for Fiscal Year 2025-26.
(3) Appraised value amounts provided by the Appraiser.
(4) Allocated based on the Fiscal Year 2025-26 Facilities Special Tax levy. (5) Value to lien ratio is for the CFD Bonds.

Source: Integra Realty Resources, EPS.

40 Appraised Value to Lien Ratios by Development Status. The following table sets forth appraised value, estimated maximum and actual facilities special tax amounts, allocable debt, and value to lien ratios by village in Improvement Area No. 2 as of September 10, 2025 (the Appraiser’s date of value), based on the assumptions detailed therein.

Table 1b
City of Roseville
Amoruso Ranch Community Facilities No. 1 (Public Facilities) Improvement Area No. 2 – Series 2025 Bonds
Value to Lien Ratios by Village
Village
Planned
Units
Estimated 2025-
26 Maximum
Annual Facilities
Special Tax
Revenue (1)
Actual
2025-26
Facilities Special
Tax Levy (2)
Appraised
Value (3)
Share of CFD
Bonds* (4)
Overlapping
Debt
Appraised
Value to
Lien* (5)
Appraised /
Overlapping
Debt Value
to Lien* (5)
AR-7 13 $63,648 $63,648 $3,474,000 855,354 $2,512 4.1 4.0 AR-14 43 173,808 169,494 7,914,000 2,277,804 6,690 3.5 3.5 AR-15 50 205,326 200,689 16,858,000 2,697,021 7,922 6.3 6.2 AR-27 10 48,960 48,960 1,980,000 657,964 1,933 3.0 3.0
AR-31 25 122,400 122,400 4,950,000 1,644,911 4,831 3.0 3.0 AR-46 15 73,440 73,440 8,562,000 986,947 2,899 8.7 8.6
Total 156 $687,582 $678,631 $43,738,000 $9,120,000 $26,787 4.8 4.8 ______________________________
* Preliminary, subject to change.
(1) Increases by 2% each Fiscal Year.
(2) Amount levied for Fiscal Year 2025-26.
(3) Appraised value amounts provided by the Appraiser.
(4) Allocated based on the Fiscal Year 2025-26 Facilities Special Tax levy. (5) Value to lien ratio is for the CFD Bonds.

Source: Integra Realty Resources, EPS.

41 Appraised Value to Lien Ratios by Ownership. The following table sets forth appraised value, estimated maximum and actual facilities special tax amounts, allocable debt, and value to lien ratios by ownership in Improvement Area No. 2 as of September 10, 2025 (the Appraiser’s date of value), based on the assumptions detailed therein.

Table 2
City of Roseville
Amoruso Ranch Community Facilities No. 2 (Public Facilities) Improvement Area No. 2 – Series 2025 Bonds
Value to Lien Ratios by Ownership
Ownership
Planned
Units
Estimated
2025-26
Maximum
Annual
Facilities
Special Tax(1)
Actual
2025-26
Facilities
Special
Tax Levy(2)
Appraised
Value(3)
Share of CFD
Bonds* (4)
Overlapping
Debt
Total CFD
Bonds and
Overlapping
Debt
Appraised /
Overlapping
Debt Value
to Lien* (5)
Brookfield Sacramento HB LLC 48 $212,976 $210,388 $20,572,000 $2,827,363 $8,304 $2,835,668 7.3 Brookfield Sunset LLC 108 474,606 468,243 23,166,000 6,292,637 18,483 6,311,119 3.7 Total 156 $687,582 $678,631 $43,738,000 $9,120,000 $26,787 $9,146,787 4.8 ______________________________
* Preliminary, subject to change.
(1) Increases by 2% each Fiscal Year.
(2) Amount levied for Fiscal Year 2025-26.
(3) Appraised value amounts provided by the Appraiser.
(4) Allocated based on the Fiscal Year 2025-26 Facilities Special Tax levy. (5) Value to lien ratio is for the CFD Bonds.

Source: Integra Realty Resources, EPS.

42 Appraised Value to Lien Ratios by Lien Ranges. The following table sets forth appraised value, estimated maximum and actual facilities special tax amounts, allocable debt, and value to lien ratios by lien ranges in Improvement Area No. 2 as of September 10, 2025 (the Appraiser’s date of value), based on the assumptions detailed therein.

Table 3
City of Roseville
Amoruso Ranch Community Facilities No. 1 (Public Facilities) Improvement Area No. 2 – Series 2025 Bonds
Value to Lien Ranges
Appraised/
Overlapping Debt
Value to Lien
Ranges
Planned
Units
Estimated 2025-26
Maximum Annual
Facilities Special
Tax Revenue(1)
Actual 2025-
26 Facilities
Special Tax
Levy(2)
Appraised
Value(3)
Share of CFD
Bonds*(4)
Overlapping
Debt
Total CFD
Bonds and
Overlapping
Debt
Average
Appraised /
Overlapping
Debt Value to
Lien* (5)
> 10.00 25 $112,302 $111,116 $15,980,000 $0 $4,386 N/A N/A

5.00 to 9.99 16 63,648 61,932 4,528,000 1,891,959 2,444 $834,610 5.4

2.00 to 4.99:1 115 511,632 505,593 23,230,000 9,663,041 19,957 6,814,527 3.4 Total 156 $687,582 $678,631 $43,738,000 $11,555,000 $26,787 $7,649,137 5.7 ______________________________
* Preliminary, subject to change.
(1) Increases by 2% each Fiscal Year.
(2) Amount levied for Fiscal Year 2025-26.
(3) Appraised value amounts provided by the Appraiser.
(4) Allocated based on the Fiscal Year 2025-26 Facilities Special Tax levy. (5) Value to lien ratio is for the CFD Bonds.

Source: Integra Realty Resources, EPS.

43 No History of Special Tax Collections
Fiscal Year 2025-26 is the first year in which the Special Tax is being levied in Improvement Area No. 2. Accordingly, there is no history of special tax collections.

Overlapping Liens and Priority of Lien
The principal of and interest on the Bonds are payable from the Special Tax authorized to be collected within Improvement Area No. 2, and payment of the Special Tax is secured by a lien on certain real property within Improvement Area No. 2. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in Improvement Area No. 2. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within Improvement Area No. 2.

Set forth below is an overlapping debt table showing the existing direct and overlapping tax and assessment debt payable with respect to property within Improvement Area No. 2. This table is taken from information prepared by California Municipal Statistics Inc. as of the date indicated, and is included for general information purposes only. The general obligation bond debt allocation is based on assessed values. To the extent the assessed values in Improvement Area No. 2 are higher in future years, the general obligation bond debt allocation will be greater than what is shown.

The City has not reviewed the data for completeness or accuracy and makes no representations in connection therewith. In addition to bonded debt, property in Improvement Area No. 2 is also subject to special taxes authorized to be levied on behalf of the City’s Amoruso Ranch Community Facilities District No. 1 (Public Services) and Community Facilities District No. 3 (Municipal Services) for municipal services, which districts provide for escalating annual special taxes on residential property.
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44 Table 4
City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 2 – Series 2025 Bonds
Summary of Overlapping Debt
As of August 1, 2025
2024-25 Assessed Valuation: $1,143,492
DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 8/1/25 Sierra Joint Community College SFID No. 4 General Obligation Bonds 0.001% $ 2,171 Roseville Joint Union High School District General Obligation Bonds 0.003 2,415 Roseville Joint Union High School District SFID No. 1 General Obligation Bonds 0.020 21,992 Roseville City School District General Obligation Bonds 0.004 209 City of Roseville Amoruso Ranch CFD No. 1 Improvement Area No. 2 100.000 0 (1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $26,787 OVERLAPPING GENERAL FUND DEBT:

Placer County General Fund Obligations 0.001% $ 754
Roseville Union High School District Certificates of Participation 0.003 1,555 Roseville City School District General Fund Obligations 0.004 231 City of Roseville General Fund Obligations 0.003 394
Placer County Mosquito and Vector Control District Certificates of Participation 0.001 13 TOTAL OVERLAPPING GENERAL FUND DEBT $2,947
COMBINED TOTAL DEBT $29,734 (2)
Ratios to 2024-25 Assessed Valuation:

Direct Debt ($0)....................................................................................0.00% Total Direct and Overlapping Tax and Assessment Debt ......................2.34% Combined Total Debt .............................................................................2.60% ____________________
(1) Excludes bonds to be sold.
(2) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and non-bonded capital lease obligations.

Sources: California Municipal Statistics, Inc.

There can be no assurance that the Master Developer, its affiliates or any subsequent owner will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities; however, no other special districts are currently contemplated by the City or the Master Developer.

Private liens, such as deeds of trust securing loans obtained by owners, may be placed upon property in Improvement Area No. 2 at any time. Under California law, the Special Taxes have priority over all existing and future private liens imposed on property subject to the lien of the Special Taxes.

45 Estimated Overall Tax Burden
The following table shows the estimated overall tax burden for representative single-family residential homes in Improvement Area No. 2 (both LDR and MDR types), based on Fiscal Year 2025-26. As shown in the table, if the Special Tax had been levied in Fiscal Year 2025-26, the overall estimated tax burden would be approximately 1.72% to 1.74%.

Table 5
City of Roseville
Amoruso Ranch Community Facilities No. 1 (Public Facilities) Improvement Area No. 2 – Series 2025 Bonds
Estimated Overall Tax Burden Fiscal Year 2025-26
Item Assumptions
LDR
(55 ft. lot)
LDR
(45 ft. lot)
Estimated Home Value (1) $833,750 $683,750
Homeowners' Exemption (7,000) (7,000)
Assessed Value $826,750 $676,750
Property Taxes (FY 2025-26) (2)
Property Taxes (FY 20255-26) (2) 1.000000% $8,268 $6,768 Sierra College 0.005316 44 36
Roseville City School District 0.008669 72 59
Roseville JUHSD 0.010903 90 74
Property Tax Totals 1.024888% $8,473 6,936
Direct Charges (3)
Amoruso Ranch CFD No. 1 (IA No. 1) $4,896 $3,978
Amoruso Ranch CFD No. 2 522 522
Roseville CFD No. 3 424 424
Placer Mosquito & Vector Control 34 34
Total Direct Charges $5,877 $4,959
Total Property Taxes and Direct Charges $14,350 $11,894 Overall Tax Burden 1.72% 1.74%
(1) From the DPFG memo dated November 6, 2024.
(2) Ad valorem taxes for TRA 005-073 for FY 2025-26.
(3) Provided by the City and EPS. Direct charges are for FY 2025-26.

Source: EPS.

46 SPECIAL RISK FACTORS
The purchase of the 2025 Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks that should be considered before making an investment decision.

Limited Obligation of the City to Pay Debt Service
The City has no obligation to pay principal of and interest on the 2025 Bonds in the event Special Tax collections are delinquent, other than from amounts, if any, on deposit in the 2025 Reserve Account of the Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the City obligated to advance funds to pay such debt service on the 2025 Bonds. The 2025 Bonds are not general obligations of the City but are limited obligations of the City, payable solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts deposited in the 2025 Reserve Account of the Reserve Fund and investment income thereon, and the proceeds, if any, from the sale of property in the event of a foreclosure. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Any tax for the payment of the 2025 Bonds will be limited to the Special Tax to be collected within Improvement Area No. 2.

Concentration of Ownership
As of September 10, 2025, there were 4 individual homeowners within Improvement Area No. 2; the remainder of the property was owned by the Master Developer or its affiliate Brookfield HB. Owners of property are not personally obligated to pay the Special Tax attributable to their property. Rather, the Special Tax is an obligation only against the parcel of property, secured by the amount which could be realized in a foreclosure proceeding against the property, and not by any promise of the owner to pay. If the value of the property is not sufficient, taking into account other obligations also constituting a lien against the property, the City, Fiscal Agent and owners of the 2025 Bonds have no recourse against the owner, such as filing a lawsuit to collect money.

Failure of the current owners of property or any other future owner of significant property subject to the Special Taxes in Improvement Area No. 2 to pay installments of Special Taxes when due could cause the depletion of amounts in the 2025 Reserve Account of the Reserve Fund prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Tax and, consequently, result in the delinquency rate reaching a level that would cause an insufficiency in collection of the Special Tax to timely pay debt service on the 2025 Bonds. In that event, there could be a delay or failure in payments on the 2025 Bonds. See “– Bankruptcy and Foreclosure Delays” below and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.” Appraised Values
The Appraisal included in APPENDIX B estimates the market value of the taxable property within Improvement Area No. 2. This market value is merely the present opinion of the Appraiser, and is subject to the assumptions and limiting conditions stated in the Appraisal. The City has not sought the present opinion of any other appraiser of the value of the taxed parcels. A different present opinion of value might be rendered by a different appraiser.

The opinion of value relates to sale by a willing seller to a willing buyer as of the date of valuation, each having similar information and neither being forced by other circumstances to sell or

47 to buy. Consequently, the opinion is of limited use in predicting the selling price at a foreclosure sale, because the sale is forced and the buyer may not have the benefit of full information.

In considering the estimates of value evidenced by the appraisal, it should be noted that the appraisal is based upon a number of standard and special assumptions which affect the estimates as to value, in addition to hypothetical conditions, as set forth in the Appraisal (see APPENDIX B hereto). Some of the improvements to be financed by the 2025 Bonds were not in place as of the date of inspection; thus, the value estimate is subject to a hypothetical condition (of such improvements being in place)
In addition, the opinion is a present opinion. It is based upon present facts and circumstances. Differing facts and circumstances may lead to differing opinions of value. The appraised market value is not evidence of future value because future facts and circumstances may differ significantly from the present.

No assurance can be given that any of the appraised property in Improvement Area No. 2 could be sold in a foreclosure for the estimated market value contained in the Appraisal. Such sale is the primary remedy available to Bondowners if that property should become delinquent in the payment of Special Taxes.

Property Values and Property Development
The value of Taxable Parcels within Improvement Area No. 2 is a critical factor in determining the investment quality of the 2025 Bonds. If a property owner defaults in the payment of the Special Tax, the City may bring an action to foreclose on the delinquent property in an attempt to obtain funds with which to pay debt service on the 2025 Bonds. Land development and land values could be adversely affected by economic and other factors beyond the City’s control, such as: a general economic downturn; adverse judgments in future litigation that could affect the scope, timing or viability of development; relocation of employers out of the area; stricter land use regulations; shortages of water, electricity, natural gas or other utilities; destruction of property caused by earthquake, flood or other natural disasters; environmental pollution or contamination.

The Appraisal information included as APPENDIX B sets forth certain assumptions of the Appraiser in estimating the market value of the property within Improvement Area No. 2 as of the date indicated. No assurance can be given that the land values are accurate if these assumptions are incorrect or that the values will not decline in the future if one or more events, such as natural disasters or adverse economic conditions, occur. See “Appraised Values” above.

Neither the City nor the Underwriter has evaluated the development risks associated with the proposed development. Since these are largely business risks of the type that developers customarily evaluate individually, and inasmuch as changes in land ownership may well mean changes in the evaluation with respect to any particular parcel, the City is issuing the 2025 Bonds without regard to any such evaluation. Thus, the issuance of the 2025 Bonds in no way implies that the City or the Underwriter has evaluated these risks or the reasonableness of these risks.

The following is a discussion of specific risk factors that could affect the timing or scope of property development in Improvement Area No. 2 or the value of property therein.

Land Development. Land values are influenced by the level of development in the area in many respects.

48 First, undeveloped or partially developed land is generally less valuable than developed land and provides less security to the owners of the 2025 Bonds should it be necessary for the City to foreclose on undeveloped or partially developed property due to the nonpayment of Special Taxes.

Second, failure to complete development on a timely basis could adversely affect the land values of those parcels that have been completed. Lower land values would result in less security for the payment of principal of and interest on the 2025 Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the Special Tax. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 2 – Value to Special Tax Burden Ratios.” No assurance can be given that the proposed development within Improvement Area No. 2 will be completed, and in assessing the investment quality of the 2025 Bonds, prospective purchasers should evaluate the risks of noncompletion.

The Master Developer and Brookfield HB provide no assurances that development in Improvement Area No. 2 will occur or that sources of financing that will be available or will be sufficient to complete their currently projected development. The Master Developer and Brookfield HB do not have any obligation to the City or to owners of the 2025 Bonds to complete the planned development within Improvement Area No. 2.

Risks of Real Estate Investment Generally. Continuing development of land within Improvement Area No. 2 may be adversely affected by changes in general or local economic conditions, fluctuations in the real estate market, increased construction costs, development, financing and marketing capabilities of individual property owners, water or electricity shortages, and other similar factors. Development in Improvement Area No. 2 may also be affected by development in surrounding areas, which may compete with development in Improvement Area No. 2. In addition, land development operations are subject to comprehensive federal, state and local regulations, including environmental, land use, zoning and building requirements. There can be no assurance that proposed land development operations within Improvement Area No. 2 will not be adversely affected by future government policies, including, but not limited to, governmental policies to restrict or control development, or future growth control initiatives. There can be no assurance that land development operations within Improvement Area No. 2 will not be adversely affected by these risks.

Natural Disasters. The value of the parcels in Improvement Area No. 2 in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the parcels in Improvement Area No. 2 and the continued habitability and enjoyment of such private improvements.

For example, the areas in and surrounding Improvement Area No. 2, like those in much of California, may be subject to earthquakes or other unpredictable seismic activity, however, Improvement Area No. 2 is not located in a seismic special studies zone.

Other natural disasters could include, without limitation, landslides, floods, droughts, wildfires or tornadoes. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. Although the land in Improvement Area No. 2 is not in a highrisk area (or a special fire hazard severity zone) for wildfires, landslides, floods, or tornadoes, natural disasters such as these are unpredictable and may occur anywhere throughout the State, with devastating consequences. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances there could be significant delinquencies in the payment of Special Taxes, and the value of the parcels may well depreciate.

49 Drought. California has been subject to droughts from time-to-time in the past. Although the City does not believe any future drought would impact development in Improvement Area No. 2, no assurances can be given in this regard.

The City employs a portfolio approach to its water supplies which includes the use of surface water, groundwater and recycled water. This portfolio approach is designed to provide a more reliable water supply. Surface water is the City’s primary water supply which is delivered from the Folsom Reservoir under contracts with the Bureau of Reclamation and the Placer County Water Agency. The City also uses groundwater to supplement its surface water supplies during emergency and drought conditions. These ground water wells are designated to accommodate Aquifer Storage and Recovery (“ASR”). The City’s ASR program allows for the storage of treated surface water in the groundwater basin through direct injection through the ASR wells. This water can be extracted later from the same wells for use during emergency or drought conditions. This water “banking” allows the City to use groundwater without significant impact to the ground water table when surface water supplies are limited. The City also uses recycled water generated from its wastewater treatment facilities for irrigation purposes in commercial landscaping, public rights-of way, parks and golf courses. The use of recycled water reduces the demand for treated water for these purposes and leaving more for domestic use. However, no assurance can be given that a future drought affecting homes in Improvement Area No. 2 would not result in decreased values.

The City indicates it has adequate surface water and groundwater supplies to satisfy the planned development of property in Improvement Area No. 2 in accordance with applicable law and regulations. However, in the event that the City’s water supply is severely limited or cut off by virtue of future actions beyond its control resulting from ongoing or future drought conditions, development within Improvement Area No. 2 may be delayed or even stopped. The Development Agreement provides that should the City need to restrict development it must do so City-wide and cannot single out the Amoruso Ranch property in restricting development activity. Any reduction or interruption in the water supply would also likely cause a reduction in the land value and thus a reduction in the security in the event of a need to foreclose on land within Improvement Area No. 2 following a delinquency in the payment of Special Taxes.

Wildfires. In recent years, wildfires have caused extensive damage throughout the State, including within the County. Certain of these fires have burned thousands of acres and destroyed hundreds and in some cases thousands of homes. In some instances entire neighborhoods have been destroyed. Several fires in recent years damaged or destroyed property in areas that were not previously considered to be at risk from such events. In 2023, as in several prior years, for example, devastating wildfires burned in various communities in the State, causing wide-spread damage. In 2025, communities in Los Angeles County, including Pacific Palisades (Palisades Fire), Malibu and Altadena (Eaton Fire), experienced widespread devastation from wildfires causing losses of life, thousands of burned homes, and billions of dollars in property damage.

On January 16, 2025, Governor Gavin Newsom issued Executive Order N-10-25 (the “Governor’s Order”) which canceled penalties, costs and interest on overdue property taxes (including special taxes) within certain ZIP codes affected by the Palisades and Eaton Fires during calendar year 2025. This will likely cause a delay in the payment of property taxes, including special taxes, by certain property owners in any community facilities district affected by the Governor’s Order. Unless the majority of property owners within any such community facilities district pay their special taxes voluntarily or have mortgage impound accounts, it is likely that the community facilities districts will need to draw upon a reserve fund to make debt service payments on outstanding bonds prior to the expiration of the Governor’s Order and it is possible that outstanding bonds will experience a payment default. In the event of a major fire or other natural disaster affecting

50 Improvement Area No. 2, a similar order affecting Improvement Area No. 2 could impact the debt service payments for the 2025 Bonds.

Legal Requirements. Other events that may affect the value of a parcel include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application of statewide tax and governmental spending limitation measures. Development in Improvement Area No. 2 may also be adversely affected by the application of laws protecting endangered or threatened species.

Hazardous Substances. Any discovery of a hazardous substance detected on property within Improvement Area No. 2 would affect the marketability and the value of some or all of the property in Improvement Area No. 2. In that event, the owners and operators of a parcel within Improvement Area No. 2 may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws.

California laws with regard to hazardous substances are also applicable to property within Improvement Area No. 2 and are as stringent as the federal laws. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance.

The effect, therefore, should any of the parcels be contaminated by a hazardous substance is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

The values set forth in the Appraisal do not take into account the possible reduction in marketability and value of any of the parcels within Improvement Area No. 2 by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition on a parcel.

Although the City is not aware that the owner (or operator) of any of the property within Improvement Area No. 2 has a current liability for a hazardous substance with respect to any of the parcels, it is possible that such liabilities do currently exist and that the City is not aware of them.

Further, it is possible that liabilities may arise in the future with respect to any of the parcels within Improvement Area No. 2 resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified.

Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel within Improvement Area No. 2 that is realizable upon a foreclosure sale.

Endangered and Threatened Species. It is illegal to harm or disturb any plants or animals in their habitat that have been listed as endangered species by the United States Fish & Wildlife Service under the Federal Endangered Species Act or by the California Fish & Game Commission under the California Endangered Species Act without a permit. Although the Master Developer believes that no federally listed endangered or threatened species would be affected by the proposed development within Improvement Area No. 2, other than any that are permitted by the entitlements already received (which allow for the impact of development and specify the mitigation required), the discovery of an endangered plant or animal could delay development of vacant property in Improvement Area No. 2 or reduce the value of undeveloped property.

51 Mortgage Interest Rates
Most of the purchasers of the homes within Improvement Area No. 2 will finance their acquisitions with mortgages. As such, increased interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements, or increased monthly mortgage costs could have a negative impact on the estimated absorption rates of homes in Improvement Area No. 2. Further, a combination of higher mortgage rates, delays in construction stemming from delays in the supply chain, homebuyers’ inability to sell their existing homes and adverse changes in local, regional or national economic conditions, among other factors, could contribute to an increase in rate of home order cancellations. An increase in the level of such cancellations could similarly have a negative impact on the estimated absorption rates of in Improvement Area No. 2.

Levy and Collection of Special Taxes
General. The principal source of payment of principal of and interest on the 2025 Bonds is the proceeds of the annual levy and collection of the Special Tax against property within Improvement Area No. 2.

Limitation on Maximum Special Tax Rate. The annual levy of the Special Tax is subject to the Maximum Annual Facilities Special Tax rate authorized in the Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the 2025 Bonds.

In addition to the Maximum Annual Facilities Special Tax rate limitation in the Rate and Method, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the 2025 Bonds.

No Relationship Between Property Value and Special Tax Levy. Because the Rate and Method is not based on property value, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels of Taxable Property and the amount of the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of the parcels of Taxable Property and their proportionate share of debt service on the 2025 Bonds, and certainly not a direct relationship.

Factors that Could Lead to Special Tax Deficiencies. The following are some of the factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the Special Tax that might otherwise be expected:

Transfers to Governmental Entities. The number of parcels of Taxable Property could be reduced through the acquisition of Taxable Property by a governmental entity and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining taxed parcels.

52 Property Tax Delinquencies. Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Tax revenues. See “– Tax Delinquencies” below. There is currently no history of tax levies in Improvement Area No. 2.

Delays Following Special Tax Delinquencies and Foreclosure Sales. The Fiscal Agent Agreement generally provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” and in the Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes.

Under these procedures, if taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County.

If sales or foreclosures of property are necessary, there could be a delay in payments to owners of the 2025 Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the 2025 Reserve Account of the Reserve Fund is depleted. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.” The ability of the City to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”) has or obtains an interest. The FDIC would obtain such an interest by taking over a financial institution that has made a loan that is secured by property within Improvement Area No. 2. See “ – FDIC/Federal Government Interests in Properties” below.

Other laws generally affecting creditors’ rights or relating to judicial foreclosure may affect the ability to enforce payment of Special Taxes or the timing of enforcement of Special Taxes. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay in enforcement of the foreclosure covenant, a six-month period after termination of military service to redeem property sold to enforce the collection of a tax or assessment and a limitation on the interest rate on the delinquent tax or assessment to persons in military service if the court concludes the ability to pay such taxes or assessments is materially affected by reason of such service.

FDIC/Federal Government Interests in Properties
General. The ability of the City to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”), the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest.

Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest.

53 The supremacy clause of the United States Constitution reads as follows: “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding.”
This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within Improvement Area No. 2 but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.

Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the City wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States.

Bankruptcy and Foreclosure Delays
The payment of the Special Tax and the ability of the City to foreclose the lien of a delinquent unpaid tax, as discussed in “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure,” may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the laws of the State of California relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the 2025 Bonds (including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings and could result in the possibility of delinquent Special Tax installments not being paid in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the 2025 Bonds. To the extent that property in Improvement Area No. 2 continues to be owned by a limited number of property owners, the chances are increased that the 2025 Reserve Account of the Reserve Fund established for the 2025 Bonds could be fully depleted during any such delay in obtaining payment of delinquent Special Taxes. As a result, sufficient moneys would not be available in the 2025 Reserve Account of the Reserve Fund for transfer to the Bond Fund to make up shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the 2025 Bonds on a timely basis.

On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion in a bankruptcy case entitled In re Glasply Marine Industries. In that case, the court held that ad valorem property taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled to priority over a secured creditor with a prior lien on that property. The court upheld the priority of unpaid ad valorem taxes imposed before the bankruptcy petition (the “pre-petition taxes”), but unpaid taxes imposed after the filing of

54 the bankruptcy petition (“post-petition taxes”) were declared to be unsecured “administrative expenses” of the bankruptcy estate, and were therefore held to be payable from the bankruptcy estate only after payment of all secured creditors. As a result, the secured creditor of the property was able to foreclose on the property and retain all of the proceeds of the sale except for the amount of the pre-petition taxes.

According to the court’s ruling, as administrative expenses, post-petition taxes would have to be paid, but only if the debtor had sufficient assets not subject to other perfected security interests to do so. In certain circumstances, payment of such administrative expenses may also be allowed to be deferred. Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise) it would at that time again become subject to and would secure liens for then current and future ad valorem taxes.

Glasply was controlling precedent on bankruptcy courts in the State of California for several years subsequent to the date of the Ninth Circuit’s holding. Pursuant to state law, the lien date for general ad valorem property taxes levied in the State of California is the January 1 preceding the fiscal year for which the taxes are levied. Under the Glasply holding, a bankruptcy petition filing would have prevented the lien for general ad valorem property taxes levied in fiscal years subsequent to the filing of a bankruptcy petition from attaching and becoming a lien so long as the property was a part of the estate in bankruptcy. However, the Glasply holding was for the most part subsequently rendered inoperative with respect to the imposition of a lien for and the collection of ad valorem taxes by amendments to the federal Bankruptcy Code (Title 11 U.S.C.) which were part of the Bankruptcy Reform Act of 1994 (the “Bankruptcy Reform Act”) passed by Congress during the later part of 1994. The Bankruptcy Reform Act added a provision to the automatic stay section of the Bankruptcy Code which, pursuant to Section 362(b)(18) thereof, excepts from the Bankruptcy Code’s automatic stay provisions, “the creation of a statutory lien for an ad valorem property tax imposed by . . . a political subdivision of a state, if such tax comes due after the filing of the petition” by a debtor in bankruptcy court. The effect of this provision is to continue the secured interest of ad valorem taxes on real property (i.e., post-petition taxes) in effect during the period following the filing of a bankruptcy petition, including during the period bankruptcy proceedings are pending.

Without further clarification by the courts or Congress, the original rationale of the Glasply holding could, however, still result in the treatment of post-petition special taxes as “administrative expenses,” rather than as tax liens secured by real property, at least during the pendency of bankruptcy proceedings. This treatment might result from the fact that, although the lien of special taxes is of record from the date of the filing of a Notice of Special Tax Lien, the actual special tax is levied annually. As noted above, special taxes have a different lien date than the lien date for general ad valorem taxes in the State of California noted above. The lien of a Mello-Roos special tax attaches upon recordation of the notice of the special tax lien, as provided for in Section 53328.3 of the Act, as opposed to the annual January 1 lien date for general ad valorem taxes. Thus, in deciding whether the original Glasply ruling is applicable to a bankruptcy proceeding involving special taxes rather than general ad valorem property taxes, a court might consider the differences in the statutory provisions for creation of the applicable tax lien (general ad valorem or special tax) in determining whether there is a basis for post-petition special taxes to be entitled to a lien on the property during pending bankruptcy proceedings. If a court were to apply Glasply to eliminate the priority of the special tax lien as a secured claim against property with respect to post-petition levies of the Special Taxes made against property owners within Improvement Area No. 2 who file for bankruptcy, collections of the Special Taxes from such property owners could be reduced as the result of being treated as “administrative expenses” of the bankruptcy estate. Also, and most importantly, is the fact that the original holding in Glasply and the mitigation of that holding by the Bankruptcy Reform Act of 1994 both appear to be applicable only to general ad valorem taxes, and, therefore, the exemption

55 from the automatic stay in Section 362(b)(18) discussed above may not be applicable to special taxes since they were not expressly mentioned or provided for in this section, nor defined to be included within the term “ad valorem taxes.”
Parity Taxes and Special Assessments; Private Debt
The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within Improvement Area No. 2.

Property in Improvement Area No. 2 is currently subject to certain overlapping tax and assessment liens, as shown in the overlapping debt statement. Property in Improvement Area No. 2 is also subject to the special tax of two additional community facilities districts formed to fund services and known as the Amoruso Ranch Community Facilities District No. 2 (Public Services) and the City’s Community Facilities District No. 3 (Municipal Services). The property is not subject to any other special tax or assessment liens (other than the lien of the Special Tax). See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 2 – Estimated Overall Tax Burden.” In addition, other governmental obligations may be authorized and undertaken or issued in the future, the tax, assessment or charge for which may become an obligation of one or more of the parcels of taxable property and may be secured by a lien on a parity with the lien of the Special Tax securing the 2025 Bonds. The principal of and interest on the 2025 Bonds are payable from the Special Tax authorized to be collected within Improvement Area No. 2, and payment of the Special Tax is secured by a lien on certain real property within Improvement Area No. 2. Such lien is coequal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in Improvement Area No. 2. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure if unpaid. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within Improvement Area No. 2. Although the Special Taxes will generally have priority over non-governmental liens on a parcel of taxable property, regardless of whether the non-governmental liens were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of bankruptcy.

See “– Bankruptcy and Foreclosure Delays” above.

There can be no assurance that property owners within Improvement Area No. 2 will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities. This includes PACE assessments which homeowners can request be placed on their home for financing energy improvements. In addition to liens for special taxes or assessments to finance public improvements of benefit to land within Improvement Area No. 2, owners of property may obtain loans from banks or other private sources which loans may be secured by a lien on the parcels in Improvement Area No. 2. Such loans would increase amounts owed by the owner of such parcel with respect to development of its property in Improvement Area No. 2. However, the lien of such private loans would be subordinate to the lien of the Special Taxes.

56 Tax Delinquencies
Under provisions of the Act, the Special Taxes will be billed to the properties within Improvement Area No. 2 on the regular property tax bills sent to owners of such properties. Such Special Tax installments are due and payable, and bear the same penalties and interest for nonpayment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax payments in the future.

The annual Special Tax will be billed and collected in two installments payable without penalty by December 10 and April 10. In the event such Special Taxes are not timely paid, moneys available to pay debt service on the 2025 Bonds becoming due on the subsequent respective March 1 and September 1 may be insufficient, except to the extent moneys are available in the 2025 Reserve Account of the Reserve Fund.

In the event of non-payment of Special Taxes, funds in the 2025 Reserve Account of the Reserve Fund, if available, may be used to pay principal of and interest on the 2025 Bonds. If funds in the 2025 Reserve Account of the Reserve Fund for the 2025 Bonds are depleted, the funds can be replenished from the proceeds of the levy and collection of the Special Tax that are in excess of the amount required to pay all amounts to be paid to the 2025 Bond holders pursuant to the Fiscal Agent Agreement. However, no replenishment from the proceeds of a Special Tax levy can occur as long as the proceeds that are collected from the levy of the Special Tax against property within Improvement Area No. 2 at the maximum Special Tax rates, together with other available funds, remains insufficient to pay all such amounts. Thus it is possible that the 2025 Reserve Account of the Reserve Fund will be depleted and not be replenished by the levy of the Special Tax.

See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” for a discussion of the provisions which apply, and procedures which the City is obligated to follow, in the event of delinquency in the payment of Special Taxes. See also “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” for a discussion of a limitation imposed by the Act applicable to Special Tax increases on residential property.

No Acceleration Provisions
The 2025 Bonds do not contain a provision allowing for the acceleration of the 2025 Bonds in the event of a payment default or other default under the terms of the 2025 Bonds or the Fiscal Agent Agreement. Under the Fiscal Agent Agreement, a 2025 Bond holder is given the right for the equal benefit and protection of all 2025 Bond holders similarly situated to pursue certain remedies.

So long as the 2025 Bonds are in book-entry form, DTC will be the sole 2025 Bond holder and will be entitled to exercise all rights and remedies of 2025 Bond holders.

Ballot Initiatives
From time to time, initiative measures qualify for the State ballot pursuant to the State’s constitutional initiative process, and those measures could be adopted by California voters. The adoption of any such initiative might place limitations on the ability of the State, the City, the County or other local districts to increase revenues or to increase appropriations or on the ability of the

57 landowners to complete the development of Improvement Area No. 2. See “–Property Values and Property Development – Land Development” above. See also “– Voter Initiatives” below.

Voter Initiatives
Under the California Constitution, the power of initiative is reserved to the voters for the purpose of enacting statutes and constitutional amendments. Since 1978, the voters have exercised this power through the adoption of Proposition 13 and similar measures, including Proposition 218, which was approved in the general election held on November 5, 1996, and Proposition 26, which was approved on November 2, 2010.

Any such initiative may affect the collection of fees, taxes and other types of revenue by local agencies in the State, including the Special Taxes levied within Improvement Area No. 2. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter-approved initiatives, possibly to the extent of creating cash-flow problems in the payment of outstanding obligations such as the 2025 Bonds.

Proposition 218 – Voter Approval for Local Government Taxes—Limitation on Fees, Assessments, and Charges—Initiative Constitutional Amendment, added Articles XIIIC and XIIID to the California Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges.

On November 2, 2010, California voters approved Proposition 26, entitled the “Supermajority Vote to Pass New Taxes and Fees Act.” Section 1 of Proposition 26 declares that Proposition 26 is intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as “fees.” Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to Article XIIIA limit the ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a twothirds vote of the Legislature. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes (“special taxes”) require a two-thirds vote.

Similar to Proposition 218 and Proposition 26, the Taxpayer Protection and Government Accountability Act (“Initiative 1935”) was proposed by a citizens group as a measure to be placed on the November 2024 statewide election and if passed would have, among other things, amend the State Constitution to impose heightened barriers for State and local governments to impose taxes and fees. Initiative 1935 also provided that any tax or fee imposed after January 1, 2022 not in accordance with such provisions is void 12 months after the effective date of Initiative 1935, unless subsequently reenacted in accordance with its terms. At the request of the Governor of California and the State Legislature, the California Supreme Court agreed to consider whether Initiative 1935 should be barred from appearing on the ballot as an unlawful revision of the State Constitution, given its potential wide-ranging impact on the ability of the State and local governments to fund their operations. In June 2024, the Supreme Court barred the measure from appearing on the November ballot.

Case Law Related to the Mello-Roos Act
On August 1, 2014, the California Court of Appeal, Fourth Appellate District, issued its opinion in City of San Diego v. Melvin Shapiro, et al. (D063997). The case involved a Convention Center Facilities District (the “CCFD”) established by the City of San Diego. The CCFD is a financing district established under the City’s charter (the “Charter”) and was intended to function much like a

58 community facilities district established under the Mello-Roos Act. The CCFD was comprised of all of the real property in the entire City. However, the CCFD special tax was to be levied only on properties in the CCFD that were improved with a hotel.

At the election to authorize the CCFD special tax, the CCFD proceedings limited the electorate to owners of hotel properties and lessees of real property owned by a governmental entity on which a hotel was located. Registered voters in the City of San Diego were not permitted to vote.

This definition of the qualified electors of the CCFD was based on Section 53326(c) of the MelloRoos Act, which generally provides that, if a special tax will not be apportioned in any tax year on residential property, the legislative body may provide that the vote shall be by the landowners of the proposed community facilities district whose property would be subject to the special tax.

The San Diego Court held that the CCFD special tax election did not comply with the City’s Charter and with applicable provisions of the California Constitution -- specifically Article XIIIA, section 4 (“Cities, Counties and special districts, by a two-thirds vote of the qualified electors of such district, may impose special taxes on such district….”) and Article XIIIC, section 2(d) (“No local government may impose, extend, or increase any special tax unless and until that tax is submitted to the electorate and approved by a two-thirds vote.”) -- because the electors in the CCFD election should have been the registered voters residing within the CCFD (the boundaries of which were coterminous with the boundaries of the City of San Diego).

As to the District (including Improvement Area No. 2), there were no registered voters within the District (including Improvement Area No. 2) at the time of the election to authorize the Special Taxes. Significantly, the San Diego Court expressly stated that it was not addressing the validity of a landowner election to impose special taxes on residential property pursuant to the Mello-Roos Act in situations where there are fewer than 12 registered voters. Therefore, by its terms, the San Diego Court’s holding does not apply to the special tax election held for Improvement Area No. 2.

Moreover, Sections 53341 and 53359 of the Act establish a limited period of time in which special taxes levied under the Mello-Roos Act may be challenged by a third party:
53341. Any action or proceeding to attack, review, set aside, void, or annul the levy of a special tax or an increase in a special tax pursuant to [the Mello-Roos Act] shall be commenced within 30 days after the special tax is approved by the voters…. 53359. An action to determine the validity of bonds issued pursuant to [the MelloRoos Act] or the validity of any special taxes levied pursuant to [the Mello-Roos Act] … shall …. be commenced within 30 days after the voters approve the issuance of the bonds or the special tax …
Section 53326(b) of the Mello-Roos Act defines the authorized voters for an election in which the special taxes will be levied on residential property: “Except as otherwise provided in subdivision (c), if at least 12 persons, who need not necessarily be the same 12 persons, have been registered to vote within the territory of the proposed community facilities district for each of the 90 days preceding the close of the protest hearing, the vote shall be by the registered voters of the proposed district, with each voter having one vote. Otherwise, the vote shall be by the landowners of the proposed district and each person who is the owner of land at the close of the protest hearing, or the authorized representative thereof, shall have one vote for each acre or portion of an acre of land that he or she owns within the proposed community facilities district not exempt from the special tax….”

59 Pursuant to Sections 53341 and 53359 of the Mello-Roos Act, the statute of limitations period to challenge the validity of the special tax has expired. Because the San Diego Court expressly stated that it did not consider the facts presented by Improvement Area No. 2 and because the period for challenging the Special Taxes has passed, the City believes the Special Taxes are valid and cannot be challenged.

Exempt Properties
Certain properties are exempt from the Special Tax in accordance with the Rate and Method and the Act, which provides that properties or entities of the state, federal or local government are exempt from the Special Tax; provided, however, that property within the District acquired by a public entity through a negotiated transaction or by gift or devise, which is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax.

In addition, although the Act provides that if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property is to be treated as if it were a special assessment, the constitutionality and operation of these provisions of the Act have not been tested, meaning that such property could become exempt from the Special Tax. The Act further provides that no other properties or entities are exempt from the Special Tax unless the properties or entities are expressly exempted in a resolution of consideration to levy a new special tax or to alter the rate or method of apportionment of an existing special tax.

Changes in Tax Law
H.R. 1 of the 115th U.S. Congress, known as the “Tax Cuts and Jobs Act,” was enacted into law on December 22, 2017 (the “Tax Act”). The Tax Act makes significant changes to many aspects of the Code that could have an impact on future property development. The Tax Act reduces the amount of mortgage interest expense and state local income tax and property tax expense that individuals may deduct from their gross income for federal income tax purposes, which could increase the cost of home ownership within Improvement Area No. 2 and could adversely affect the sale of homes. However, the City cannot predict the effect that the Tax Act may have on the cost of home ownership or the price of homes in Improvement Area No. 2, the rate at which homes in Improvement Area No. 2 are sold to individual homeowners, or the ability or willingness of homeowners to pay special taxes or property taxes on Taxable Property within Improvement Area No. 2. The appraised values do not take into account any of the potential impacts of the Tax Act on home values or home sales in Improvement Area No. 2.

Pandemic Diseases
In recent years, public health authorities have warned of threats posed by outbreaks of disease and other public health threats. Pandemic diseases arising in the future could have significant adverse health and financial impacts throughout the world, leading to loss of jobs and personal financial hardships, and/or actions by federal, State and local governmental authorities to contain or mitigate the effects of an outbreak.

Taxpayer assistance measures may include deferral of due dates of property taxes, which was an assistance program during the COVID-19 pandemic, and with or without a deferral some taxpayers may be unable to make their property and Special Tax payments. No assurance can be given that the property tax payment dates will not be deferred in the future, which may cause a delay in the receipt of Special Taxes. In addition, home values may be affected by a reduction in demand

60 stemming from personal finances, or general widespread economic circumstances resulting from pandemic diseases.

Cyber Security
The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City, or the administration of the 2025 Bonds. The City is also reliant on other entities and service providers in connection with the administration of the 2025 Bonds, including without limitation the County tax collector for the levy and collection of Special Taxes, the Fiscal Agent, and the dissemination agent.

No assurance can be given that the City and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners.

Potential Early Redemption of Bonds from Prepayments
Property owners within Improvement Area No. 2, including individual homeowners, are permitted to prepay their Special Tax obligation at any time. Such prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping special assessment district or community facilities district. Such prepayments will result in a redemption of the Bonds on the interest payment date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the prepayment. The resulting redemption of Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such Bonds.

CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS Article XIIIA of the California Constitution, commonly known as “Proposition 13,” provides that each county will levy the maximum ad valorem property tax permitted by Proposition 13 and will distribute the proceeds to local agencies in accordance with an allocation formula based in part on pre-Proposition 13 ad valorem property tax rates levied by local agencies.

Article XIIIA limits the maximum ad valorem tax on real property to 1% of “full cash value,” which is defined as 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, or a change in ownership has occurred after the 1975 assessment. The full cash value may be adjusted annually to reflect increases of no more than 2% per year or decreases in the consumer price index or comparable local data, or declining property value caused by damage, destruction or other factors.

Article XIIIA exempts from the 1% tax limitation any taxes to repay indebtedness approved by the voters prior to July 1, 1978, and requires a vote of two-thirds of the qualified electorate to impose Special Taxes or any additional ad valorem, sales, or transaction taxes on real property. In addition, Article XIIIA requires the approval of two-thirds of all members of the State Legislature to change any State laws resulting in increased tax revenues. On June 3, 1986, California voters approved an amendment to Article XIIIA of the California Constitution to allow local governments and school districts to raise their property tax rates above the constitutionally mandated 1% ceiling for the purpose of paying off certain new general obligation debt issued for the acquisition or

61 improvement of real property and approved by two-thirds of the votes cast by the qualified electorate.

If any such voter-approved debt is issued, it may be on a parity with the lien of the Special Tax on the parcels within Improvement Area No. 2.

State and local government agencies in the State, and the State itself are subject to annual appropriation limits, imposed by Article XIIIB of the State Constitution. Article XIIIB prohibits government agencies and the State from spending “appropriations subject to limitation” in excess of the appropriations limits imposed. “Appropriations subject to limitation” are authorizations to spend “proceeds of taxes,” which consist of tax revenues, certain state subventions and certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that such proceeds exceed the cost reasonably borne by such entity in providing the regulation, product or service. No limit is imposed on appropriations of funds which are not “proceeds of taxes” such as debt service on indebtedness existing or authorized before January 1, 1979, or subsequently authorized by the voters, appropriations required to comply with mandates of courts or the federal government, reasonable user charges or fees and certain other non-tax funds.

CONTINUING DISCLOSURE
The City
The City has covenanted for the benefit of owners of the 2025 Bonds to provide certain financial information and operating data relating to the District by not later than nine months after the end of the City’s fiscal year (presently June 30) in each year (the “City Annual Report”) commencing with its report for the 2024-25 fiscal year (due April 1, 2026, provided however, for the report due by April 1, 2026 the Official Statement and the City’s annual financial statement shall suffice as the Annual Report) and to provide notices of the occurrence of certain enumerated events.

The City Annual Report and notices of material events will be filed with the Municipal Securities Rulemaking Board. The covenants of the City have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the “Rule").

The specific nature of the information to be contained in the Annual Report or the notices of material events by the City is summarized in "APPENDIX E – Form of Continuing Disclosure Certificate." The City believes it currently is in material compliance with all of its continuing disclosure undertakings for the last five years. Notwithstanding the foregoing, in the last five years:
(1) The Annual Report for Fiscal Year 2019-20 for one series of the City’s outstanding bonds did not initially fulfill all content requirements; a remedial filing was done approximately 3 months later.
(2) For its Annual Report for Fiscal Year 2021-22, 2022-23 and 2023-24, while the City filed unaudited financial statements and then its audited financial statements when available, the unaudited financial statements were not timely filed with respect to certain bond issues.

The City believes it has made corrective filings to address the known instances during the last five years of past delayed or failure to file annual reports, omissions of required information and/or rating changes to be filed under its prior continuing disclosure undertakings.

62 The Master Developer
The Master Developer has voluntarily covenanted for the benefit of owners of the 2025 Bonds to provide certain information and operating data relating to the property owned by the Master Developer, Brookfield HB, or its other affiliates in Improvement Area No. 2 by not later than June 1st and December 1st of each year, beginning with the report due June 1, 2026 and to provide notices of the occurrence of certain enumerated events. The obligation of the Master Developer to provide such information is in effect until such time as the Master Developer, Brookfield HB, and its other affiliates collectively owned 27 or more residential lots in Improvement Area No. 2.

This is the first continuing disclosure undertaking by the Master Developer.

UNDERWRITING
The 2025 Bonds were purchased through negotiation by Piper Sandler & Co., as underwriter (the “Underwriter”). The Underwriter agreed to purchase the 2025 Bonds at a price of $_____________ (which is equal to the par amount of the 2025 Bonds, plus/less an original issue premium/discount of $_____________ and less the Underwriter’s discount of $_____________).

The initial public offering prices set forth on the cover page hereof may be changed by the Underwriter. The Underwriter may offer and sell the 2025 Bonds to certain dealers and others at a price lower than the public offering prices set forth on the cover page hereof.

MUNICIPAL ADVISOR
Fieldman, Rolapp & Associates, Inc. has acted as Municipal Advisor to the City in conjunction with the issuance of the 2025 Bonds. The Municipal Advisor has assisted in matters related to the planning, structuring, execution, and delivery of the 2025 Bonds. The Municipal Advisor will receive compensation contingent upon the sale and delivery of the 2025 Bonds. The Municipal Advisor has not audited, authenticated, or otherwise independently verified the information set forth in this Official Statement, or any other related information available, with respect to accuracy and completeness of disclosure of such information. Because of this limited participation, the Municipal Advisor makes no guaranty, warranty, or other representation with respect to the accuracy or completeness of this Official Statement, or any other matter related to this Official Statement.

LEGAL OPINION
The validity of the 2025 Bonds and certain other legal matters are subject to the approving opinion of Jones Hall LLP, Bond Counsel. A complete copy of the proposed form of Bond Counsel opinion is contained in APPENDIX D to this Official Statement, and the final opinion will be made available to registered owners of the 2025 Bonds at the time of delivery. The fees of Bond Counsel are contingent upon the sale and delivery of the 2025 Bonds.

63 TAX MATTERS
Federal Tax Status. In the opinion of Jones Hall LLP, San Mateo, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the 2025 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. Interest on the 2025 Bonds may be subject to the corporate alternative minimum tax.

The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the 2025 Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the 2025 Bonds.

Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a 2025 Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a 2025 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes.

De minimis original issue discount and original issue premium are disregarded.

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the 2025 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such 2025 Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such 2025 Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the 2025 Bonds who purchase the 2025 Bonds after the initial offering of a substantial amount of such maturity. Owners of such 2025 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2025 Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such 2025 Bonds under federal individual alternative minimum taxes.

Under the Tax Code, original issue premium is amortized on an annual basis over the term of the 2025 Bond (said term being the shorter of the 2025 Bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the 2025 Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a 2025 Bond is amortized each year over the term to maturity of the 2025 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized 2025 Bond premium is not deductible for federal income tax purposes. Owners of premium 2025 Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such 2025 Bonds.

64 California Tax Status. In the further opinion of Bond Counsel, interest on the 2025 Bonds is exempt from California personal income taxes.

Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the 2025 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the 2025 Bonds.

It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment.

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the 2025 Bonds, or as to the consequences of owning or receiving interest on the 2025 Bonds, as of any future date. Prospective purchasers of the 2025 Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Owners of the 2025 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2025 Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the 2025 Bonds, the ownership, sale or disposition of the 2025 Bonds, or the amount, accrual or receipt of interest on the 2025 Bonds.

NO RATINGS
The City has not applied to a rating agency for the assignment of a rating to the 2025 Bonds and does not contemplate applying for a rating.

NO LITIGATION
At the time of delivery of and payment for the 2025 Bonds, the City Attorney will deliver his opinion that to the best of its knowledge there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or regulatory agency pending against the City affecting its existence or the titles of its officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the 2025 Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the 2025 Bonds, or in any way contesting or affecting the validity or enforceability of the 2025 Bonds, the Fiscal Agent Agreement or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the City or its authority with respect to the 2025 Bonds or any action of the City contemplated by any of said documents.

65 EXECUTION
The execution and delivery of this Official Statement by the City has been duly authorized by the City Council of the City, as the legislative body of the District.

CITY OF ROSEVILLE
By:

Assistant City Manager/
Chief Financial Officer

A-1

APPENDIX A

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX

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APPENDIX B

THE APPRAISAL

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APPENDIX C

THE CITY OF ROSEVILLE AND PLACER COUNTY
The District is located in the City of Roseville (the “City”), which is located in southwestern Placer County (the “County”), California (the “State”). Certain financial and economic data for the City, County and State are presented in this appendix for information purposes only. The 2025 Bonds are not a debt or obligation of the City, County or State, but are a limited obligation of the City, secured solely by the Special Tax Revenues and other amounts pledged under the Fiscal Agent Agreement, all as described in more detail in this Official Statement.

General
The City is located in Placer County, which is located in the Sacramento Valley near the foothills of the Sierra Nevada mountain range, about 16 miles northeast of Sacramento and 110 miles east of San Francisco. The City presently occupies 43 square miles in the southwestern part of the County and is the largest city in the County as well as the residential and business center of the County. It is bordered by Sacramento County to the south, the City of Rocklin to the north and un-incorporated Placer County to the east and west. The estimated population of the City as of January 1, 2025 was approximately 158,494.

The City has warm summers typical of central California, with an average July temperature of 77 degrees. Winter temperatures are moderate; the average January temperature is 46 degrees. The temperature drops below freezing an average of eight days per year. Rainfall averages 20 inches annually and falls mostly during the winter.

The City is predominately comprised of residential housing, small and large businesses, as well as numerous retail centers, the latter of which play a vital role in the economy of the City and contribute significantly to City and County sales tax receipts. The City has the thirteenth highest retail sales of all cities in the State, and the City is considered a regional shopping destination. The Westfield Galleria at Roseville is the main shopping center in the City and the second largest shopping mall in Northern California. Across from the Westfield Galleria lies the “Fountains at Roseville,” a 330,000 square foot retail center, containing additional stores and several recreation centers. Plans call for future construction of hotel, additional retail, and office buildings in connection with the Fountains at Roseville project. In addition to the Westfield Galleria and Fountains at Roseville, the City has many shopping plazas surrounding the Westfield Galleria and the Douglas Boulevard financial corridor. The City is also home to one of the largest auto malls in the United States and a popular water park, Roseville Golfland-SunSplash.

Municipal Government
The City was incorporated on April 10, 1909 and is a charter city. The City operates under the council-manager form of government, with a five-member City Council elected at large for staggered four-year terms. At each election, the council member receiving the most votes is appointed mayor pro-tempore for two years and becomes mayor for the final two years.

City services include, among others, police and fire protection, library services, street maintenance, and parks and recreation. The City also owns two golf courses and provides its own electricity, water, sewer and refuse services to its citizens.

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Population
The following table sets forth population estimates for the City, County and State for the past five years.

POPULATION ESTIMATES
City, County and State
Calendar Years 2021 through 2025, as of January 1
Year
City of
Roseville Placer County State of California
2021 148,851 407,282 39,369,530
2022 151,516 409,924 39,179,680
2023 152,858 410,319 39,228,444
2024 157,304 420,436 39,420,663
2025 158,494 421,446 39,529,101
Source: California State Department of Finance.
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Effective Buying Income
Effective buying income (“EBI”) is designated as personal income less personal tax and non-tax payments. Personal income is the aggregate of wages and salaries, other labor income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, personal interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), non-tax payments (such as fines, fees, penalties), and personal contributions for social insurance. Effective buying income is a bulk measure of market potential. It indicates the general ability to buy and is essential in comparing, selecting and grouping markets on that basis. The following table demonstrates the growth in annual estimated EBI for the City, the County, the State and the United States.

EFFECTIVE BUYING INCOME (EBI)
City, County, State and United States
As of January 1, 2021 through 2025
Year Area
Total Effective
Buying Income
(000’s Omitted)
Median
Household
Effective Buying
Income
2021 City of Roseville $4,126,395 $66,668
Placer County 16,085,312 76,947
State of California 1,290,894,604 67,956
United States 9,809,944,764 56,790
2022 City of Roseville $6,165,433 $87,539
Placer County 18,491,490 88,051
State of California 1,452,426,153 77,058
United States 11,208,582,541 64,448
2023 City of Roseville $6,996,310 $92,853
Placer County 19,349,979 91,862
State of California 1,461,799,662 77,175
United States 11,454,846,397 65,326
2024 City of Roseville $7,496,807 $95,863
Placer County 20,125,715 93,505
State of California 1,510,708,521 80,973
United States 11,987,185,826 67,876
2025 City of Roseville $7,682,133 $96,592
Placer County 20,632,478 95,193
State of California 1,557,429,767 82,725
United States 12,525,577,707 69,687
Source: Claritas, LLC.

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Employment and Industry
The unemployment rate in the Sacramento-Roseville-Folsom MSA was 4.3 percent in May 2025, down from a revised 4.5 percent in April 2025, and above the year-ago estimate of 3.9 percent. This compares with an unadjusted unemployment rate of 4.9 percent for California and

4.0 percent for the nation during the same period. The unemployment rate was 4.4 percent in El Dorado County, 3.7 percent in Placer County, 4.4 percent in Sacramento County, and 4.9 percent in Yolo County.

The table below provides information about employment rates and employment by industry type for the Sacramento MSA (which includes Sacramento, Placer, Yolo and El Dorado Counties) for the calendar years 2019 through 2023.

SACRAMENTO-ARDEN ARCADE-ROSEVILLE MSA
(El Dorado, Placer, Sacramento, Yolo Counties)
Employment by Industry
(March 2023 Benchmark)
2019 2020 2021 2022 2023
Civilian Labor Force (1) 1,099,300 1,093,500 1,105,400 1,112,100 1,129,200 Employment 1,059,200 996,600 1,034,400 1,069,700 1,080,500 Unemployment 40,100 96,900 71,000 42,400 48,600
Unemployment Rate 3.7% 8.9% 6.4% 3.8% 4.3%
Wage and Salary Employment (2)
Agriculture 8,700 8,300 9,000 8,600 9,100
Mining and Logging 500 500 500 500 500
Construction 69,400 70,200 74,900 77,100 74,700
Manufacturing 36,800 36,100 37,700 40,600 40,500
Wholesale Trade 28,600 26,600 26,900 28,300 28,500
Retail Trade 100,500 95,100 100,600 100,300 99,000
Transportation, Warehousing and Utilities 32,200 34,300 37,500 40,800 41,600 Information 11,900 10,200 10,100 10,500 9,900
Finance and Insurance 35,200 34,800 34,100 33,000 30,500 Real Estate and Rental and Leasing 17,300 16,900 17,700 18,800 18,400 Professional and Business Services 137,200 132,600 137,200 139,700 134,400 Educational and Health Services 166,600 164,000 168,800 175,600 188,700 Leisure and Hospitality 109,600 83,900 93,600 108,700 112,500 Other Services 35,400 31,000 33,300 36,100 38,300
Federal Government 14,200 14,800 14,500 14,400 14,500
State Government 121,900 121,700 127,300 129,800 134,400 Local Government 105,300 98,900 98,400 102,700 107,400
Total, All Industries (3) 1,031,200 979,800 1,021,900 1,065,400 1,083,300

(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(3) Totals may not add due to rounding.

Source: State of California Employment Development Department.