Festival Ranch CFD GO 2025 - Continuing Disclosure Undertaking(708706338.1)(6518140.1).docx

DRAFT
04/21/25
708706338
CONTINUING DISCLOSURE UNDERTAKING
$____,000
FESTIVAL RANCH COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
GENERAL OBLIGATION BONDS, SERIES 2025
(CUSIP BASE NUMBER 315598)
This Undertaking is executed and delivered by Festival Ranch Community Facilities 
District (City of Buckeye, Arizona) (the “Issuer”), in connection with the issuance of the captioned 
municipal securities (collectively, the “Securities”) for the benefit of the owners of the Securities, 
being the registered owners thereof or any person which has the power, directly or indirectly, to 
vote or consent with respect to, or to dispose of ownership of, any of the Securities (including 
persons holding the Securities through nominees, depositories or other intermediaries) or is treated 
as the owner of any Securities for federal income tax purposes.
Section 1.  Definitions.
“Annual Report” shall mean any annual report provided by the Issuer pursuant to, 
and as described in, Section 2.
“Authorizing Document” shall mean the resolution or resolutions authorizing the 
issuance of the Securities.
“Dissemination Agent” shall mean any agent which has executed a dissemination 
agent agreement with the Issuer and such successors and assigns of such agent.
“EMMA” shall mean the Electronic Municipal Market Access system of the 
Municipal Securities Rulemaking Board.  Information regarding submissions to EMMA is 
available at http://emma.msrb.org.
“Financial Obligation” shall mean a (i) debt obligation; (ii) derivative instrument 
entered into in connection with, or pledged as security or a source of payment for, an existing or 
planned debt obligation; or (iii) a guarantee of (i) or (ii).  The term Financial Obligation shall not 
include municipal securities as to which a final official statement has been provided to the 
Municipal Securities Rulemaking Board consistent with the Rule.
“Listed Events” shall mean any of the events listed in Section 3(a).
“Notice of Listed Event” shall mean any notice provided by the Issuer pursuant to, 
and as described in, Section 3.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange 
Commission under the Securities Exchange Act of 1934, as the same may be amended from time 
to time.

2
Section 2.  Contents and Provision of Annual Reports.
(a)
(i)
SUBJECT TO ANNUAL APPROPRIATION TO COVER THE 
COSTS OF PREPARATION AND MAILING THEREOF, THE ISSUER SHALL, OR SHALL 
CAUSE THE DISSEMINATION AGENT TO, NOT LATER THAN FEBRUARY 1 OF EACH 
YEAR, COMMENCING FEBRUARY 1, 2026, PROVIDE THROUGH EMMA AN ANNUAL 
REPORT WHICH IS CONSISTENT WITH THE REQUIREMENTS OF SUBSECTION (b) 
OF THIS SECTION.
(ii)
IF THE ISSUER IS UNABLE OR FOR ANY OTHER REASON 
FAILS TO PROVIDE AN ANNUAL REPORT OR ANY PART THEREOF BY THE DATE 
REQUIRED IN SUBSECTION (a)(i) OF THIS SECTION, THE ISSUER SHALL, OR SHALL 
CAUSE THE DISSEMINATION AGENT TO, SEND A NOTICE TO THAT EFFECT NOT 
LATER THAN SUCH DATE THROUGH EMMA ALONG WITH THE OTHER PARTS, IF 
ANY, OF THE ANNUAL REPORT.
(b)
(i)
The Annual Reports shall contain or incorporate by reference the 
following:
(A)
Information of the type in TABLES 2, 3, 4, 6, 7 and 10 of 
the Official Statement, dated __________, 2025, with respect to the Securities.
(B)
Audited financial statements for the preceding fiscal year, if 
any, such statements to be prepared on the basis of generally accepted accounting principles as 
applied to governmental units.  IF THE FISCAL YEAR OF THE ISSUER CHANGES, THE 
ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, FILE A NOTICE 
OF SUCH CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT.
(ii)
The Annual Report may be submitted as a single document or as 
separate documents comprising a package and may incorporate by reference from other documents 
other information, including final offering documents of debt issues of the Issuer or related public 
entities which have been submitted to the Municipal Securities Rulemaking Board.  If the 
document incorporated by reference is a final official statement, it must be available from the 
Municipal Securities Rulemaking Board.  The Issuer shall clearly identify each such other 
document so incorporated by reference.
(iii)
If audited financial statements are to be included in an Annual 
Report but are not available in time to satisfy the requirements of Subsection (a)(i) of this 
Section, unaudited financial statements must be provided at the requisite time as part of the 
Annual Report and as soon as possible (but not later than thirty (30) days) after such audited 
financial statements become available, the audited financial statements shall be provided 
through EMMA.
Section 3.  Reporting of Listed Events.
(a)
This Section shall govern the giving of notices of the occurrence of any of 
the following events (the “Listed Events”) with respect to the Securities:

3
(i)
Principal and interest payment delinquencies.
(ii)
Non-payment related defaults, if material.
(iii)
Unscheduled draws on debt service reserves reflecting financial 
difficulties.
(iv)
Unscheduled draws on credit enhancements reflecting financial 
difficulties.
(v)
Substitution of credit or liquidity providers, or their failure to 
perform.
(vi)
Adverse tax opinions, the issuance by the Internal Revenue Service 
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) 
or other material notices or determinations with respect to the tax status of the security, or other 
material events affecting the tax status of the security.
(vii)
Modifications to rights of security holders, if material.
(viii)
Bond calls, if material, and tender offers.
(ix)
Defeasances.
(x)
Release, substitution or sale of property securing repayment of the 
securities, if material.
(xi)
Rating changes.
(xii)
Bankruptcy, insolvency, receivership or similar events of the 
obligated person, being if any of the following occur:  the appointment of a receiver, fiscal agent 
or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in 
any other proceeding under state or federal law in which a court or governmental authority has 
assumed jurisdiction over substantially all of the assets or business of the obligated person, or if 
such jurisdiction has been assumed by leaving the existing governing body and officials or officers 
in possession but subject to the supervision and orders of a court or governmental authority, or the 
entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or 
governmental authority having supervision or jurisdiction over substantially all of the assets or 
business of the obligated person.
(xiii)
The consummation of a merger, consolidation or acquisition 
involving the obligated person or the sale of all or substantially all of the assets of the obligated 
person, other than in the ordinary course of business, the entry into a definitive agreement to 
undertake such an action or the termination of a definitive agreement relating to any such actions, 
other than pursuant to its terms, if material.
(xiv)
Appointment of a successor or additional trustee or the change of 
the name of the trustee, if material.

4
(xv)
Incurrence of a Financial Obligation of the obligated person, if 
material, or agreement to covenants, events of default, remedies, priority rights, or other similar 
terms of a Financial Obligation of the obligated person, any of which affect security holders, if 
material.
(xvi)
Default, event of acceleration, termination event, modification of 
terms, or other similar events under the terms of a Financial Obligation of the obligated person, 
any of which reflect financial difficulties.
(xvii) Notice of a failure of the obligated person to provide required annual 
financial information on or before the date specified in Section 2 above, including any non-
appropriation to cover applicable costs.
(b)
Whether events subject to the standard “material” would be material shall 
be determined under applicable federal securities laws.
(c)
SUBJECT TO ANNUAL APPROPRIATION TO COVER THE COSTS 
OF PREPARATION AND MAILING THEREOF, THE ISSUER SHALL, OR SHALL CAUSE 
THE DISSEMINATION AGENT TO, PROMPTLY, BUT NOT MORE THAN TEN (10) 
BUSINESS DAYS THEREAFTER, FILE A NOTICE OF LISTED EVENT OF SUCH 
OCCURRENCE THROUGH EMMA.
Section 4.  Termination of Reporting Obligation.  The obligations of the Issuer pursuant to 
this Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of 
all of the Securities.  SUBJECT TO ANNUAL APPROPRIATION TO COVER THE COSTS 
OF PREPARATION AND MAILING THEREOF, THE ISSUER SHALL, OR SHALL CAUSE 
THE DISSEMINATION AGENT TO, GIVE NOTICE OF SUCH TERMINATION 
THROUGH EMMA AS SOON AS PRACTICABLE, BUT NOT LATER THAN THE DATE 
AN ANNUAL REPORT WOULD OTHERWISE HAVE BEEN DUE.
Section 5.  Amendment or Waiver.
(a)
Notwithstanding any other provision of this Undertaking, the Issuer may 
amend this Undertaking, and any provision of this Undertaking may be waived, if such amendment 
or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that 
(i) such amendment or waiver is made in connection with a change in circumstances that arises 
from a change in legal requirements, change in law or change in the identity, nature or status of 
the Issuer or type of business conducted; (ii) this Undertaking, as amended or affected by such 
waiver, would have complied with the requirements of the Rule at the time of the primary offering 
of the Securities, after taking into account any amendments or interpretations of the Rule, as well 
as any change in circumstances and (iii) such amendment or waiver does not materially impair the 
interests of the owners of the Securities, as determined either by parties (such as bond counsel) 
unaffiliated with the Issuer or by an approving vote of the registered owners of the Securities 
pursuant to the terms of the Authorizing Document at the time of the amendments.
(b)
The Annual Report containing amended operating data or financial 
information resulting from such amendment or waiver, if any, shall explain, in narrative form, the 
reasons for the amendment or waiver and the impact of the change in the type of operating data or

5
financial information being provided.  If an amendment or waiver is made specifying the 
accounting principles to be followed in preparing financial statements, the Annual Report for the 
year in which the change is made shall present a comparison between the financial statements or 
information prepared on the basis of the new accounting principles and those prepared on the basis 
of the former accounting principles.  Such comparison shall include a qualitative discussion of the 
differences in the accounting principles and the impact of the change in the accounting principles 
on the presentation of the financial information in order to provide information to investors to 
enable them to evaluate the ability of the Issuer to meet its obligations.  To the extent reasonably 
feasible, such comparison also shall be quantitative.  IF THE ACCOUNTING PRINCIPLES OF 
THE ISSUER CHANGE, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION 
AGENT TO, FILE A NOTICE OF SUCH CHANGE IN THE SAME MANNER AS FOR A 
NOTICE OF LISTED EVENT.
Section 6.  Additional Information.  Nothing in this Undertaking shall be deemed to prevent 
the Issuer from disseminating any other information, using the means of dissemination set forth in 
this Undertaking or any other means of communication, or including any other information in any 
Annual Report or Notice of Listed Event, in addition to that which is required by this Undertaking.  
If the Issuer chooses to include any information in any Annual Report or Notice of Listed Event 
in addition to that which is specifically required by this Undertaking, the Issuer shall have no 
obligation under this Undertaking to update such information or include it in any future Annual 
Report or Notice of Listed Event.
Section 7.  Default.  In the event of a failure of the Issuer to comply with any provision of 
this Undertaking, any owner of a Security for the benefit of which this Undertaking is being 
provided may take such actions as may be necessary and appropriate, including seeking mandamus 
or specific performance by court order, to cause the Issuer to comply with its obligations under 
this Undertaking.  A default under this Undertaking shall not be deemed an event of default for 
other purposes of the Authorizing Document, and the sole remedy under this Undertaking in the 
event of any failure of the Issuer to comply with this Undertaking shall be an action to compel 
performance.
Section 8.  Dissemination Agent.  The Issuer may, from time to time, appoint or engage a 
Dissemination Agent to assist the Issuer in satisfying the obligations of the Issuer hereunder and 
may discharge any such Dissemination Agent, with or without appointing a successor 
Dissemination Agent.
Section 9.  Duties, Immunities and Liabilities of Dissemination Agent.  The Dissemination 
Agent shall have only such duties as are specifically set forth in this Undertaking and the 
applicable, related agency agreement, and, to the extent permitted by applicable law, the Issuer 
shall indemnify and save the Dissemination Agent, its officers, directors, employees and agents, 
harmless for, from and against any loss, expense and liabilities which the Dissemination Agent 
may incur arising out of or in the exercise or performance of the powers and duties of the 
Dissemination Agent pursuant to this Undertaking and the applicable, related agency agreement, 
including the costs and expenses (including attorneys’ fees) of defending against any claim of 
liability, but excluding liabilities due to the gross negligence or willful misconduct of the 
Dissemination Agent.  The obligations of the Issuer under this Section shall survive resignation or 
removal of the Dissemination Agent and payment of the Securities.

[Signature page to Continuing Disclosure Undertaking]
Dated: ___________, 2025
FESTIVAL RANCH COMMUNITY FACILITIES 
DISTRICT (CITY OF BUCKEYE, ARIZONA)
By...............................................................................
      Chairman, Board of Directors