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ACTIVE 708088440v1 FIRST DRAFT DATED MARCH 7, 2025 CITY OF GLENDALE, ARIZONA CONTINUING DISCLOSURE UNDERTAKING FOR THE PURPOSE OF PROVIDING CONTINUING DISCLOSURE INFORMATION UNDER SECTION (B)(5) OF RULE 15C2-12 This Continuing Disclosure Undertaking (the “Undertaking”) is executed and delivered by the City of Glendale, Arizona (the “City”) in connection with the execution and delivery of the Obligations (as defined below). The Obligations are being executed and delivered pursuant to a Trust Agreement, dated as of June 1, 2025 (the “Trust Agreement”). In consideration of the issuance of the Obligations by the City and the purchase of such Obligations by the beneficial owners thereof, the City covenants and agrees as follows: 1. Purpose of this Undertaking. This Undertaking is executed and delivered by the City as of the date set forth below, for the benefit of the beneficial owners of the Obligations and in order to assist the Participating Underwriters in complying with the requirements of the Rule (as defined below). The City represents that it will be the only obligated person with respect to the Obligations at the time the Obligations are delivered to the Participating Underwriters and that no other person is expected to become so committed at any time after issuance of the Obligations. 2. Definitions. The terms set forth below shall have the following meanings in this Undertaking, unless the context clearly otherwise requires. “Annual Information” means the financial information and operating data set forth in Exhibit I. “Annual Information Disclosure” means the dissemination of disclosure concerning Annual Information and the dissemination of the Audited Financial Statements as set forth in Section 4. “Audited Financial Statements” means the audited financial statements of the City prepared pursuant to the standards and as described in Exhibit I. “Commission” means the Securities and Exchange Commission. “Dissemination Agent” means any agent designated as such in writing by the City and which has filed with the City a written acceptance of such designation, and such agent’s successors and assigns. “EMMA” means the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board. As of the date of this Undertaking, information regarding submission to EMMA is available at http://emma.msrb.org/submission. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Financial Obligations” means a debt obligation, a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or a guarantee of a debt obligation or a derivative. The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. ACTIVE 708088440v1 2 “Listed Event” means the occurrence of any of the events with respect to the Obligations set forth in Exhibit II. “Listed Events Disclosure” means dissemination of a notice of a Listed Event as set forth in Section 5. “MSRB” means the Municipal Securities Rulemaking Board. “Obligations” means the $_________ Senior Lien Water and Sewer Revenue and Revenue Refunding Obligations, Series 2025. “Participating Underwriters” means each broker, dealer or municipal securities dealer acting as an Underwriter in the primary offering of the Obligations. “Rule” means Rule 15c2-12 adopted by the Commission under the Exchange Act, as the same may be amended from time to time. “State” means the State of Arizona. “Undertaking” means the obligations of the City pursuant to Sections 4 and 5 hereof. 3. CUSIP Number/Final Official Statement. The base CUSIP Number of the Obligations is 378352. The Final Official Statement relating to the Obligations is dated June ___, 2025 (the “Final Official Statement”). 4. Annual Information Disclosure. Subject to Section 9 of this Undertaking, the City shall disseminate its Annual Information and its Audited Financial Statement, if any, (in the form and by the dates set forth in Exhibit I) through EMMA. The City is required to deliver such information in such manner and by such time so that EMMA receives the information on the date specified. If any part of the Annual Information can no longer be generated because the operations to which it is related have been materially changed or discontinued, the City will disseminate a statement to such effect as part of its Annual Information for the year in which such event first occurs. If any amendment is made to this Undertaking, the Annual Financial Information for the year in which such amendment is made (or in any notice or supplement provided through EMMA) shall contain a narrative description of the reasons for such amendment and its impact on the type of information being provided. 5. Listed Events Disclosure. Subject to Section 8 of this Undertaking, the City hereby covenants that it will disseminate within ten (10) business days of any occurrence of a Listed Event, a Listed Events Disclosure through EMMA. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Obligations or defeasance of any Obligations need not be given under this Undertaking any earlier than the notice (if any) of such redemption or defeasance is given to the Obligation holders pursuant to the Trust Agreement. If the Trust Agreement provides that notice of either of the Listed Events set forth as items (8) or (9) to Exhibit II hereto be provided to the registered owners of the affected Obligations, then notwithstanding the foregoing requirements of this subsection, notice of such Listed Event need not be given under this subsection any earlier than the notice of the underlying event provided under the Trust Agreement, provided, that such notice is given within ten (10) business days of the Listed Event. 6. Consequences of Failure of the City to Provide Information. The City shall give notice within ten (10) business days, through EMMA, of any failure to provide Annual Information Disclosure when the same is due hereunder. ACTIVE 708088440v1 3 In the event of a failure of the City to comply with any provision of this Undertaking, the beneficial owner of any Obligation may seek mandamus or specific performance by court order, to cause the City to comply with its obligations under this Undertaking. A default under this Undertaking shall not be an Event of Default under the Trust Agreement. The sole remedy under this Undertaking in the event of any failure of the City to comply with this Undertaking shall be an action to compel performance. 7. Amendments; Waiver. Notwithstanding any other provision of this Undertaking, the City by certified resolution authorizing such amendment or waiver, may amend this Undertaking, and any provision of this Undertaking may be waived, if: (a) The amendment 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 City, or type of business conducted; (b) This Undertaking, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment does not materially impair the interests of the beneficial owners of the Obligations, as determined by a counsel or other entity unaffiliated with the City. 8. Termination of Undertaking. The Undertaking of the City shall be terminated hereunder if the City shall no longer have liability for any obligation on or relating to repayment of the Obligations under the Trust Agreement. The City shall give notice within ten (10) business days if this Section is applicable through EMMA. 9. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Undertaking, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. 10. Additional Information. Nothing in this Undertaking shall be deemed to prevent the City 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 Information Disclosure or notice of occurrence of a Listed Event, in addition to that which is required by this Undertaking. If the City chooses to include any information from any document or notice of occurrence of a Listed Event in addition to that which is specifically required by this Undertaking, the City shall have no obligation under this Undertaking to update such information or include it in any future disclosure or notice of occurrence of a Listed Event. 11. Beneficiaries. This Undertaking has been executed in order to assist the Participating Underwriters in complying with the Rule; however, this Undertaking shall inure solely to the benefit of the City, the Dissemination Agent, if any, and the beneficial owners of the Obligations, and shall create no rights in any other person or entity. 12. Recordkeeping. The City shall maintain records of all Annual Information Disclosure and Listed Events Disclosure including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure. ACTIVE 708088440v1 4 13. Governing Law. This Undertaking shall be governed by the laws of the State of Arizona. CITY OF GLENDALE, ARIZONA By: Its: Assistant City Manager Address: 5850 West Glendale Avenue Glendale, Arizona Date: June ___, 2025 EXHIBIT I ACTIVE 708088440v1 EXHIBIT I ANNUAL FINANCIAL INFORMATION AND TIMING AND AUDITED FINANCIAL STATEMENTS “Annual Financial Information” means financial information and operating data of the type contained in the Official Statement under the following captions: CAPTION/TABLE Table 1 – Debt Service Coverage on Water & Sewer Obligations Appendix A: Water Connections by Customer Type Water Deliveries Water Rates Per Meter Size Metered Water Usage Rates Sewer Connections and Sewage Treated Sewer Service Rates All or a portion of the Annual Financial Information and the Audited Financial Statements as set forth below may be included by reference to other documents which have been submitted through EMMA. If the information included by reference is contained in a Final Official Statement, the Final Official Statement must be available from the MSRB. The City shall clearly identify each such item of information included by reference. Annual Financial Information exclusive of Audited Financial Statements will be provided through EMMA, on or before February 1 of each year for information as of the previous June 30 (unless otherwise specified), beginning February 1, 2026. Audited Financial Statements as described below should be filed at the same time as the Annual Financial Information. If Audited Financial Statements are not available when the Annual Financial Information is filed, unaudited financial statements shall be included and the Audited Financial Statements shall be subsequently provided within 30 days after their availability to the City. Audited Financial Statements will be prepared according to GAAP standards, as applied to governmental units as modified by State law. If any change is made to the Annual Financial Information as permitted by Section 4 of the Undertaking, the City will disseminate a notice of such change as required by Section 4. EXHIBIT II ACTIVE 708088440v1 EXHIBIT II EVENTS WITH RESPECT TO THE OBLIGATIONS FOR WHICH LISTED EVENTS DISCLOSURE IS REQUIRED 1. Principal and interest payment delinquencies. 2. Non-payment related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity provider, or their failure to perform. 6. 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, in each case, with respect to the tax status of the Obligations or other material events affecting the tax status of the Obligations. 7. Modifications to the rights of security holders, if material. 8. Obligation calls, if material, and tender offers. 9. Defeasances. 10. Release, substitution or sale of property securing repayment, if material. 11. Rating changes. 12. Bankruptcy, insolvency, receivership or similar events of the City, being if any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the City 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 City, 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 City. 13. The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, 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. 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material. 15. The incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights or other similar terms of a financial obligation of the City, any of which affect security holders, if material. 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the City, any of which reflect financial difficulties. II-2 ACTIVE 708088440v1 Whether an event listed above subject to the standard “material” would be material shall be determined under applicable federal securities laws.