DRAFT Continuing Disclosure Undertaking

690143273 
CITY OF MESA, ARIZONA 
 
$_____,000* 
UTILITY SYSTEMS 
 REVENUE REFUNDING OBLIGATIONS, 
SERIES 2026 
 
 
 
 
 
 
 
 
 
CONTINUING DISCLOSURE UNDERTAKING 
 
 
 
 
 
 
 
 
This Continuing Disclosure Undertaking (this “Undertaking”) is executed and delivered 
by the City of Mesa, Arizona (the “City”), in connection with the execution and delivery of 
$_______,000* principal amount of Utility Systems Revenue Refunding Obligations, Series 2026 
(the “Obligations”), executed and delivered pursuant to the Trust Agreement, dated as of 
_______ 1, 2026 (the “Trust Agreement”), by and between the City and UMB Bank, n.a., as trustee 
(the “Trustee”).  The City covenants and agrees as follows: 
1. 
Definitions.  In addition to those defined hereinabove, the terms set forth below 
shall have the following meanings in this Undertaking, unless the context clearly otherwise 
requires: 
 
“Annual Financial Information” means the financial information and operating 
data set forth in Exhibit I. 
 
“Annual Financial Information Disclosure” means the dissemination of disclosure 
concerning Annual Financial 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 MSRB.  
Information regarding submissions to EMMA is available at http://emma.msrb.org. 
 
“Exchange Act” means the Securities Exchange Act of 1934, as amended. 
                                                 
* Preliminary, subject to change.

“Final Official Statement” means the Final Official Statement relating to the 
Obligations, dated __________, 2026. 
 
“Financial Obligation” means 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 MSRB 
consistent with the Rule. 
 
“GAAP” means generally accepted accounting principles, as applied to 
governmental units as modified by the laws of the State. 
 
“Listed Event” means the events set forth in Exhibit II. 
 
“Listed Events Disclosure” means dissemination of disclosure concerning a Listed 
Event as set forth in Section 5. 
 
“MSRB” means the Municipal Securities Rulemaking Board. 
 
“Participating Underwriter” means each broker, dealer or municipal securities 
dealer acting as an underwriter in the primary offering of the Obligations. 
 
“Purchase Agreement” means the Installment Purchase Agreement dated as of 
___________ 1, 2026, by and between the City and the Trustee, in its separate capacity as “Seller.” 
 
“Rule” means Rule 15c2-12 adopted by the Securities and Exchange Commission 
under the Exchange Act. 
 
“State” means the State of Arizona. 
2. 
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 Underwriter in complying with the requirements of the Rule.  
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 Underwriter and that no other person is 
expected to become so committed at any time after such delivery of the Obligations.

3. 
CUSIP Numbers.  The CUSIP Numbers of the Obligations are as follows: 
CUSIP No.  
        (Base 590545) 
     Maturity Date 
          (July 1) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4. 
Annual Financial Information Disclosure.  Subject to Section 8 of this Undertaking, 
the City shall disseminate its Annual Financial Information and its Audited Financial Statements, 
if any (in the form and by the dates set forth in Exhibit I), through EMMA. 
If any part of the Annual Financial 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 Financial 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 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 shall 
disseminate in a timely manner, but in not more than ten (10) business days after the occurrence 
of the event, its Listed Events Disclosure through EMMA.  Whether events subject to the standard 
“material” would be material shall be determined under applicable federal securities laws. 
6. 
Consequences of Failure of the City to Provide Information.  The City shall give 
notice in a timely manner through EMMA of any failure to provide Annual Financial Information 
Disclosure when the same is due hereunder. 
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 deemed an event of default under the Purchase Agreement or the Trust 
Agreement, and the sole remedy available to such owners of the Obligations 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 or ordinance authorizing such amendment or waiver, may amend 
this Undertaking, and any provision of this Undertaking may be waived only if:

(a) 
The 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 City, or type of business conducted; 
(b) 
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, after taking into account any 
amendments or interpretations of the Rule, as well as any change in circumstances; and 
(c) 
The amendment or waiver does not materially impair the interests of the beneficial 
owners of the Obligations, as determined by parties unaffiliated with the City (such as the Trustee) 
or by approving vote of the owners of the Obligations pursuant to the Trust Agreement at the time 
of the amendment. 
The Annual Financial Information 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 
financial information being provided.  If an amendment or waiver is made specifying an 
accounting principle to be followed in preparing financial statements and such changes are 
material, the Annual Financial Information 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.  Such comparison shall include a qualitative discussion of the differences 
in the accounting principles and the impact of the change in the accounting principles in the 
presentation of the financial information in order to provide information to investors to enable 
them to evaluate the ability of the City to meet its obligations.  To the extent reasonably feasible, 
such comparison also shall be quantitative.  If the accounting principles of the City change or the 
fiscal year of the City changes, the City shall file a notice of such change in the same manner as 
for a notice of Listed Event. 
8. 
Undertaking Payable from Pledged Revenues.  The City’s undertaking to provide 
information under this Undertaking is payable solely from Pledged Revenues of the System (as 
such terms are defined in the Final Official Statement) to cover the costs of preparing and sending 
the Annual Financial Information Disclosure and Listed Events Disclosure.  Until payment of all 
Bonds under the Master Bond Resolution (as such terms are defined in the Final Official 
Statement), no receipts segregated or collected for the purpose of paying the principal of and 
interest and redemption charges on bonds and other lawful long-term obligations issued or incurred 
for a specific capital purpose shall be subject to the provisions of Arizona Revised Statutes, Title 
42, Chapter 17. 
9. 
Termination of Undertaking.  This Undertaking 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. 
10. 
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.

11. 
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 Financial 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 Annual Financial Information Disclosure or Listed 
Events Disclosure. 
12. 
Beneficiaries.  This Undertaking has been executed in order to assist the 
Participating Underwriter 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. 
13. 
Recordkeeping.  The City shall maintain records of all Annual Financial 
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. 
14. 
Assignment.  The City shall not transfer its obligations under the Purchase 
Agreement unless the transferee agrees to assume all obligations of the City under this Undertaking 
or to execute an undertaking meeting the requirements of the Rule. 
15. 
Governing Law.  This Undertaking shall be governed by the laws of the State. 
 
[Signature page follows.]

[Signature page to Continuing Disclosure Undertaking] 
 
Dated: [Closing Date] 
CITY OF MESA, ARIZONA 
 
 
 
 
By _______________________________________ 
      Deputy City Manager/Chief Financial Officer

Exhibit I 
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 following tables of the Final Official Statement (in each case, actual 
results for the most recently completed fiscal year only): 
a. 
Combined Schedules of Revenues and Debt Service Coverage (audited 
information only) 
b. 
Appendix B – Financial Data – Statements of Bonds Outstanding 
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 or filed with the Commission.  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 by February 1 of each year, commencing February 1, 2027.  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, to be followed up by Audited 
Financial Statements within 30 days after availability to the City. 
Audited Financial Statements will be prepared according to GAAP. 
If any change is made to the Annual Financial Information as permitted by Section 
4 of this Undertaking, the City will disseminate a notice of such change as required by Section 4, 
including changes in fiscal year or GAAP.

Exhibit II 
EXHIBIT II 
EVENTS 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 providers, 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 
security, or other material events affecting the tax status of the security. 
  7. 
Modifications to the rights of security holders, if material. 
  8. 
Bond calls, if material, or tender offers. 
  9. 
Defeasances. 
10. 
Release, substitution or sale of property securing repayment of the securities, 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. 
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 a Financial Obligation of the City, any of which reflect financial 
difficulties.