Attachment C - Draft Continuing Disclosure Certificate

7915871.3 
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$[_____] 
CITY OF GOODYEAR, ARIZONA 
GENERAL OBLIGATION BONDS, 
SERIES 2026 
 
CONTINUING DISCLOSURE CERTIFICATE 
(CUSIP Base No. 382505) 
 
This Continuing Disclosure Certificate (this “Disclosure Certificate”) is undertaken by the 
City of Goodyear, Arizona (the “City”), in connection with the issuance of its General Obligation 
Bonds, Series 2026 (the “Bonds”).  In consideration of the initial sale and delivery of the Bonds, 
the City covenants as follows: 
Section 1. 
Purpose of the Disclosure Certificate.  This Disclosure Certificate is for 
the benefit of the Bondholders and in order to assist the Participating Underwriter in complying 
with the Rule (each as defined herein). 
Section 2. 
Definitions.  Any capitalized term used herein shall have the following 
meanings, unless otherwise defined herein: 
“Annual Report” shall mean the annual report provided by the City pursuant to, and as 
described in, Sections 3 and 4 of this Disclosure Certificate. 
“Audited Financial Statements” shall mean the City’s annual financial statements, which 
are currently prepared in accordance with generally accepted accounting principles (GAAP) for 
governmental units as prescribed by the Governmental Accounting Standards Board (GASB) and 
which the City intends to continue to prepare in substantially the same form. 
“Bondholder” shall mean any registered owner or beneficial owner of the Bonds. 
“Bond Counsel” shall mean Gust Rosenfeld P.L.C. or such other nationally recognized 
bond counsel as may be selected by the City. 
“Dissemination Agent” shall mean the City or any person designated in writing by the City 
as the Dissemination Agent. 
“EMMA” shall mean the Electronic Municipal Market Access system of MSRB, or any 
successor thereto approved by the United States Securities and Exchange Commission, as a 
repository for municipal continuing disclosure information pursuant to the Rule. 
“Financial Obligation” shall mean:  
(i) a debt obligation;  
(ii) 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  
(iii) a guarantee of (i) or (ii).

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Provided, that “Financial Obligation” does not include municipal securities as to which a final 
official statement has been provided to the MSRB. 
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure 
Certificate. 
“MSRB” shall mean the Municipal Securities Rulemaking Board, or any successor thereto. 
“Official Statement” shall mean the final official statement dated [______], 2026, relating 
to the Bonds. 
“Participating Underwriter” shall mean any of the original underwriters of the Bonds 
required to comply with the Rule in connection with the offering of the Bonds. 
“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.  
Section 3. 
Provision of Annual Reports. 
 
(a) 
Commencing February 1, 2027, and by no later than February 1 of each year 
thereafter (the “Filing Date”), the City shall, either directly or by directing the Dissemination 
Agent to do so, provide an Annual Report to MSRB.  The Annual Report shall be provided 
electronically and in a format prescribed by MSRB.  The Annual Report shall be consistent with 
the requirements of Section 4 of this Disclosure Certificate and shall include information from the 
fiscal year ending on the preceding June 30.  All documents provided to MSRB shall be 
accompanied by identifying information prescribed by MSRB.  Currently, filings are required to 
be made with EMMA.  Not later than 15 business days prior to such Filing Date, the City shall 
provide the Annual Report to the Dissemination Agent (if other than the City).   
(b) If the City is unable or for any reason fails to provide electronically to EMMA an 
Annual Report or any part thereof by the Filing Date required in subsection (a) above, the City 
shall, in a timely manner, send a notice to EMMA in substantially the form attached as Exhibit A 
not later than the Filing Date. 
(c) If the City’s Audited Financial Statements are not submitted with the Annual Report 
and the City fails to provide to EMMA a copy of its Audited Financial Statements within 30 days 
of receipt thereof by the City, then the City shall, in a timely manner, send a notice to EMMA in 
substantially the form attached as Exhibit B. 
(d) The Dissemination Agent shall: 
 
(i) determine the proper electronic filing address of EMMA each year prior to the 
date(s) for providing the Annual Report and Audited Financial Statements; and  
 
(ii) if the Dissemination Agent is other than the City, file a report or reports with the 
City certifying that the Annual Report and Audited Financial Statements, if applicable, have been

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provided pursuant to this Disclosure Certificate, stating the date such information was provided 
and listing where it was provided. 
Section 4. 
Content of Annual Reports.  
(a) The Annual Report may be submitted as a single document or as separate documents 
comprising an electronic package, and may incorporate by reference other information as provided 
in this Section, including the Audited Financial Statements of the City; provided, however, that if 
the Audited Financial Statements of the City are not available at the time of the filing of the Annual 
Report, the City shall file unaudited financial statements of the City with the Annual Report and, 
when the Audited Financial Statements of the City are available, the same shall be submitted to 
EMMA within 30 days of receipt by the City. 
(b) The City’s Annual Report shall contain or incorporate by reference the following: 
 
(i) 
Type of Financial and Operating Data to be Provided: 
 
(A) Subject to the provisions of Sections 3 and 4(a) hereof, Audited Financial 
Statements for the City. 
 
(B) Annually updated financial information and operating data of the type 
contained in the following tables of the Official Statement:  
 
 
(i) 
TABLE B-11: Direct and Overlapping General Obligation Bonds 
Outstanding and to be Outstanding; 
 
 
(ii) 
TABLE B-14: Property Taxes Levied and Collected; 
 
 
(iii) 
TABLE B-15: Direct and Overlapping Assessed Valuations and 
Total Tax Rates; 
 
 
(iv) 
TABLE B-16: Assessed Value by Property Classification; and 
 
 
(v) 
TABLE B-17: Assessed Valuation of Major Taxpayers. 
 
 
 
 
(C) In the event of an amendment pursuant to Section 8 of this Disclosure 
Certificate not previously described in an Annual Report, an explanation, in narrative form, of the 
reasons for the amendment and the impact of the change in the type of operating data or financial 
information being provided and, if the amendment is made to the accounting principles to be 
followed, 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, 
including a qualitative discussion of the differences, and the impact on the presentation and, to the 
extent feasible, a quantitative comparison. 
 
(ii) Accounting Principles Pursuant to Which Audited Financial Statements Shall 
Be Prepared:  The Audited Financial Statements shall be prepared in accordance with generally 
accepted accounting principles and state law requirements as are in effect from time to time.  
Notice of amendment to the accounting principles shall be sent within 30 days to EMMA. 
(c) Any or all of the items listed above may be incorporated by reference from other 
documents, including official statements of debt issues of the City or related public entities, which 
have been submitted to EMMA or the Securities and Exchange Commission.  If the document

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incorporated by reference is a final official statement, it must be available from EMMA.  The City 
shall clearly identify each such other document so incorporated by reference. 
Section 5. 
Reporting of Listed Events. 
(a) This Section shall govern the giving of notices by the City, either directly or by 
directing the Dissemination Agent to do so, of the occurrence of any of the following events with 
respect to the Bonds.  The City shall, in a timely manner, not in excess of 10 business days after 
the occurrence of the event, provide notice of the following events with EMMA: 
(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 (the 
“IRS”) 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 Bonds, or other material events affecting the 
tax status of the Bonds; 
(vii) Modifications to rights of Bondholders, if material; 
(viii) Bond calls, if material, and tender offers; 
(ix) 
Defeasances; 
(x) 
Release, substitution, or sale of property securing repayment of the Bonds, if 
material; 
(xi) 
Rating changes; 
(xii) Bankruptcy, insolvency, receivership or similar event of the City; 
(xiii) 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;  
(xiv) Appointment of a successor or additional trustee or the change of name of a 
trustee, if material; 
(xv) 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 Bondholders, 
if material; and 
(xvi) A default, event of acceleration, termination event, modification of terms, or 
other similar events under the terms of a Financial Obligation of the City, any 
of which reflect financial difficulties. 
(b) 
“Materiality” will be determined in accordance with applicable federal securities 
laws. 
Note to Section 5(a)(xii) above:  For the purposes of the event identified in section 5(a)(xii) 
above, the event is considered to occur when any of the following occur:  the appointment of a

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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. 
Section 6. 
Termination of Reporting Obligation.  The City’s obligations under this 
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in 
full of all of the Bonds.  Such termination shall not terminate the obligation of the City to give 
notice of such defeasance or prior redemption in the same manner as for a Listed Event under 
Section 5(a). 
Section 7. 
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 Disclosure Certificate, 
and may discharge any such Dissemination Agent, with or without appointing a successor 
Dissemination Agent.  
Section 8. 
Amendment.  Notwithstanding any other provision of this Disclosure 
Certificate, the City may amend this Disclosure Certificate 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 identity, nature or status of the 
City, or the type of business conducted; 
(b) This Disclosure Certificate, as amended, would, in the opinion of Bond Counsel, have 
complied with the requirements of the Rule at the time of the primary offering of the Bonds, 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 Bondholders, as 
determined by Bond Counsel. 
 
Section 9. 
Filing with EMMA.  The City shall, or shall cause the Dissemination Agent 
to, electronically file all items required to be filed with EMMA. 
 
Section 10. 
Additional Information.  The City may, at the City’s election, include any 
information in any Annual Report or notice of occurrence of a Listed Event in addition to that 
which is specifically required by this Disclosure Certificate.  If the City chooses to include such 
information, the City shall have no obligation under this Disclosure Certificate to update such 
information or include it in any future Annual Report or notice of occurrence of a Listed Event. 
Section 11. 
Default.  In the event of a failure of the City to comply with any provision 
of this Disclosure Certificate any Bondholder may seek specific performance by court order to 
cause the City to comply with its obligations under this Disclosure Certificate.  The sole remedy

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under this Disclosure Certificate in the event of any failure of the City to comply with this 
Disclosure Certificate shall be an action to compel performance and such failure shall not 
constitute a default under the Bonds or the resolution authorizing the Bonds. 
Section 12. 
Compliance by the City.  The City hereby covenants to comply with the 
terms of this Disclosure Certificate.  The City expressly acknowledges and agrees that compliance 
with the undertaking contained in this Disclosure Certificate is its sole responsibility and the 
responsibility of the Dissemination Agent, if any, and that such compliance, or monitoring thereof, 
is not the responsibility of, and no duty is present with respect thereto for, the Participating 
Underwriter, Bond Counsel or the City’s financial advisor. 
 
Section 13. 
Subject to Appropriation.  Pursuant to Arizona law, the City’s 
undertaking to provide information under this Disclosure Certificate is subject to appropriation to 
cover the costs of preparing and sending the Annual Report and notices of Listed Events to 
EMMA.  Should funds that would enable the City to provide the information required to be 
disclosed hereunder not be appropriated, then notice of such fact shall, in a timely manner, be sent 
to EMMA in substantially the form attached as Exhibit C. 
 
Section 14. 
Beneficiaries.  This Disclosure Certificate shall inure solely to the benefit 
of the City, the Dissemination Agent, the Participating Underwriter and the Bondholders, and shall 
create no rights in any other person or entity. 
Section 15. 
Governing Law and Interpretation of Terms.  This Disclosure Certificate 
shall be governed by the law of the State of Arizona and any action to enforce this Disclosure 
Certificate must be brought in an Arizona state court.  The terms and provisions of this Disclosure 
Certificate shall be interpreted in a manner consistent with the interpretation of such terms and 
provisions under the Rule and the federal securities law. 
 
[Signature on following page]

7915871.3 
 
Dated:  ___________, 2026. 
 
CITY OF GOODYEAR, ARIZONA 
 
 
 
 
By______________________________________ 
 
     Finance Director 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[Signature Page to Continuing Disclosure Certificate]

7915871.3 
 
EXHIBIT A 
 
NOTICE OF FAILURE TO FILE ANNUAL REPORT 
 
Name of Issuer:  
City of Goodyear, Arizona  
Name of Bond Issue: 
$[________] General Obligation Bonds, Series 2026 
Dated Date of Bonds: 
_________, 2026 
Base CUSIP: 382505 
 
 
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the above-named 
Bonds as required by Section 3(a) of the Continuing Disclosure Certificate dated ________, 2026.  The City anticipates 
that the Annual Report for fiscal year ended June 30, _____, will be filed by ______________________. 
 
Dated:  __________________ 
 
 
 
 
 
 
CITY OF GOODYEAR, ARIZONA 
 
 
 
 
 
 
 
By 
 
 
 
 
 
 
 
 
 
 
 
 
 
Its  
 
 
 
 
 
 
 
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EXHIBIT B 
 
NOTICE OF FAILURE TO FILE AUDITED FINANCIAL STATEMENTS 
 
Name of Issuer:  
City of Goodyear, Arizona  
Name of Bond Issue: 
$[________] General Obligation Bonds, Series 2026 
Dated Date of Bonds: 
_________, 2026 
Base CUSIP: 382505 
 
NOTICE IS HEREBY GIVEN that the City failed to provide its Audited Financial Statements with its Annual 
Report or, if not then available, within 30 days of receipt as required by Section 4(a) of the Continuing Disclosure 
Certificate dated ______, 2026, with respect to the above-named Bonds.  The City anticipates that the Audited Financial 
Statements for the fiscal year ended June 30, ____ will be filed by ______________________. 
Dated:  _________________ 
 
CITY OF GOODYEAR, ARIZONA 
 
 
By   
 
 
 
 
 
 
 
Its   
 
 
 
 
 
 
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EXHIBIT C 
 
NOTICE OF FAILURE TO APPROPRIATE FUNDS 
 
Name of Issuer:  
City of Goodyear, Arizona  
Name of Bond Issue: 
$[________] General Obligation Bonds, Series 2026 
Dated Date of Bonds: 
_________, 2026 
Base CUSIP: 382505 
 
NOTICE IS HEREBY GIVEN that the City failed to appropriate funds necessary to perform the undertaking 
required by the Continuing Disclosure Certificate dated ___________, 2026. 
 
Dated:  _________________ 
 
CITY OF GOODYEAR, ARIZONA 
 
 
By   
 
 
 
 
 
 
 
Its   
 
 
 
 
 
 
 
 
[Exhibits to Continuing Disclosure Certificate]