MARICOPA COUNTY LINE OF CREDIT (COUNTY) - 4824-0382-8201V3_2021.PDF

BUSINESS LOAN AGREEMENT
(MARICOPA COUNTY REVOLVING LINE OF CREDIT)
DATE: July 1, 2021
PARTIES: Borrower: Maricopa County, Arizona Board of Supervisors for
Maricopa County, through the Maricopa County
Treasurer, as its agent
Bank: JPMorgan Chase Bank, N.A., a national banking
association authorized to do business in the State of
Arizona (“Bank”)
AGREEMENT: Pursuant to Arizona Revised Statutes Sections §11-604.01 et. seq., (together
with all amendments and statutes successor thereto, the “Act”), the Board of Supervisors of a
county may enter into an agreement with the financial institution authorized to do business in the
State of Arizona for the purpose of obtaining a line of credit for the county. The Act further
provides that the Maricopa County Treasurer is the agent for the County and for each political
subdivision of the State of Arizona for which the Maricopa County Treasurer acts as treasurer
and may take any action required under an agreement without further approval of any governing
body of a political subdivision. The Board of Supervisors of Maricopa County, Arizona (herein,
the “County” or “Borrower”), the Maricopa County Treasurer and Bank intend to enter into this
Agreement and the hereafter-described Note to obtain a line of credit pursuant to the Act for
Borrower, in the maximum amount of the Commitment Amount Cap (as defined herein), and
to evidence such line of credit in this Agreement and the Note. For purposes of this Agreement
and the line of credit extended to Borrower evidenced hereunder and in the Note, Borrower shall
be acting through the Maricopa County Treasurer as its agent pursuant to the Act. For good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower
and Bank agree as follows:
1. DEFINITIONS. In this Agreement, the following terms shall have the following
meanings:
“Advance” means a disbursement of funds by Bank to Borrower pursuant to Section 2.1.
“Agreement” means this Business Loan Agreement (Maricopa County Revolving Line of
Credit) as it may be amended, modified, extended, renewed, restated, or supplemented from time
to time.
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“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction
applicable to the Borrower from time to time concerning or relating to bribery or corruption.
“Authorized Person” means any of the following Persons acting alone:
John M. Allen
Maricopa County Treasurer Signature
Ingrid Garvey
Chief Deputy County Treasurer Signature
Bernice Salcido Signature
Director, Financial Services
Richard Challoner Signature
Director, Client Services
Mark Hute
Portfolio Manager Signature
or any other person authorized to act for Borrower hereunder as shown by a written statement
signed by the Maricopa County Treasurer and that also shows the specimen signature of such
additional Authorized Person.
“Business Day” means a day of the year on which banks are not required or authorized to
close in Phoenix, Arizona.
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“Collateral” means, collectively, the property, interests in property, and rights to property
securing any or all Obligations from time to time, including without limitation the security
interest in the nonrestricted operating revenues received by the Maricopa County Treasurer on
behalf of Borrower.
“Commitment” means the agreement of Bank to make Advances as provided in this
Agreement.
“Commitment Amount” means the lesser of (i) the Commitment Amount Cap, or (ii)
forty-five percent (45%) of the total amount of nonrestricted operating revenues received by
Borrower in the immediately preceding fiscal year.
“Commitment Amount Cap” means the amount of Thirty-Five Million and No/100
($35,000,000.00), inclusive of the Letter of Credit Amount.
“Default Rate” has the meaning specified in the Note.
“Event of Default” has the meaning specified in the Note.
“Expiry Date” means as defined in Section 2.9.2.
“Governmental Authority” means any government, any court, and any agency, authority,
body, bureau, department, or instrumentality of any government.
“Loan Documents” means, collectively, this Agreement, the Note, the Services Proposal,
the Reimbursement Agreement and any other agreements, documents, and instruments from time
to time evidencing, guarantying, securing, or otherwise relating to the Note, as they may be
amended, modified, extended, renewed, restated, or supplemented from time to time.
“Note” means the Promissory Note, dated of even date herewith, of Borrower payable to
Bank, as it may be amended, modified, extended, renewed, restated, or supplemented from time
to time.
“Obligations” means the respective obligations of Borrower under the Loan Documents.
“Person” means a natural person, a partnership, a joint venture, an unincorporated
association, a limited liability company, a corporation, a trust, any other legal entity, or any
Governmental Authority.
“Reimbursement Agreement” means as described in Section 2.9.1.
“Sanctioned Country” means, at any time, a country or territory which is itself the subject
or target of any Sanctions.
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related
list of designated Persons maintained by the Office of Foreign Assets Control of the U.S.
Department of the Treasury, or the U.S. Department of State, (b) any Person operating, organized
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or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or
Persons described in the foregoing clauses (a) or (b).
“Sanctions” means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by the U.S. Government, including those
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or
U.S. Department of State.
“Scheduled Commitment Expiration Date” means June 30, 2022, subject to earlier
termination as provided herein, and subject to extension by mutual agreement of the parties, as
described in Section 2.8.
“Services Proposal” means the Contract Bank Servicing Agreement 210118-ITN dated
May 5, 2021, between Bank and Maricopa County, Arizona.
“Servicing Bank Term” means the period, during which Bank provides services to County
as servicing bank, with such term commencing July 1, 2021 and ending June 30, 2024, subject to
extensions of not more than two additional years.
“Unmatured Event of Default” means any condition or event that with notice, passage of
time, or both would be an Event of Default.
2. REVOLVING LINE OF CREDIT FACILITY.
2.1 Credit Facility. Subject to the terms and conditions of this Agreement,
Bank agrees to make Advances to Borrower from time to time on or before the Scheduled
Commitment Expiration Date, provided that the outstanding amount of Advances shall not
exceed the Commitment Amount. Advances to Borrower shall be on a revolving basis.
Advances repaid may be re-borrowed subject to the terms and conditions of this Agreement.
Upon occurrence of an Event of Default or an Unmatured Event of Default, Bank, in its absolute
and sole discretion and without notice, may suspend the commitment to make Advances to
Borrower. In addition, upon occurrence of an Event of Default, Bank, in its absolute and sole
discretion and without notice, may terminate the commitment to make Advances to Borrower.
The obligation of Borrower to repay Advances is evidenced by the Note as to the amount
outstanding thereunder. Although the outstanding principal of the Note may be zero from time to
time, the Loan Documents shall remain in full force and effect until the Commitment terminates
and all Obligations are paid and performed in full.
2.2 Requests for Advances and Repayments. Each request for an Advance
will be made in writing in a manner mutually acceptable to Bank and the Maricopa County
Treasurer, or by another means mutually acceptable to the Bank and the Maricopa County
Treasurer. Each request for an Advance shall identify the amount of such request.
2.3 Advances and Repayments. Advances will be deposited in and
repayments will be withdrawn from the designated account of the County with Bank, initially
being the account number ending in 1401, or such other accounts with Bank as
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designated in writing by an Authorized Person; provided that such deposits and repayments may
be made by way of on-line banking portals. Borrower hereby irrevocably authorizes and directs
Bank to make such credits and debits of such demand deposit account with respect to
nonrestricted operating revenues of Borrower.
2.4 Advances - Repayment. Borrower agrees to apply all “nonrestricted
operating revenues,” as such term is described in the Act according to the priorities set forth in
the Act. If there remain any amounts outstanding on the Note as of June 30 of any year,
Borrower agrees to notify Bank on or before June 30th of such year of the amounts on deposit in
the demand deposit and other accounts of Borrower with Bank which constitute nonrestricted
operating revenues.
2.5 Advances in Excess of Commitment Amount. If with or without the
approval of Bank the aggregate outstanding amount of Advances to Borrower at any time
exceeds the Commitment Amount, Borrower shall repay the excess immediately upon demand
by Bank.
2.6 Authority to Amend Commitment. In accordance with the provisions of
the Act, the Maricopa County Treasurer on behalf of Borrower is hereby authorized to request
Bank to amend this Agreement and the Note with respect to the following matters:
2.6.1 To extend the Scheduled Commitment Expiration Date, as
described in Section 2.8;
2.6.2 To increase or decrease the Letter of Credit Amount; and
2.6.3 To increase or decrease the Commitment Amount Cap, provided
that Commitment Amount Cap shall not be increased to an amount which exceeds Thirty-Five
Million and No/100 Dollars ($35,000,000.00), without such amendment being approved by
resolution adopted by the Maricopa County Board of Supervisors.
2.7 Procedure to Amend Commitment. The Agreement and Note may be
amended by a written amendment substantially in the form attached hereto as Exhibit C (the
“Addendum”) executed by the Bank and by the Maricopa County Treasurer on behalf of
Borrower. Each amendment, when dated and fully executed, shall be construed to amend all
prior versions of this Agreement and Note, whether or not it is actually attached to all copies of
this Agreement or the Note.
2.8 Extension of Scheduled Commitment Expiration Date. The Commitment
provided to Borrower hereunder shall be in effect initially for fiscal year 2021-2022. Borrower
and Bank may agree to extend the Commitment for each fiscal year thereafter through the
execution of the Addendum extending the Commitment Expiration Date from June 30, 2022, to
June 30, 2023 for fiscal year 2022-2023, and June 30, 2024 for fiscal year 2023-2024. Provided
that the Bank Services Term is extended beyond June
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30, 2024, Borrower and Bank may agree to further extend the Commitment for subsequent fiscal
years by extending the Commitment Expiration Date to June 30 of the next calendar year.
Notwithstanding the foregoing, nothing set forth herein authorizes the Commitment to be
extended beyond the expiration of the Servicing Bank Term.
2.9 Letter of Credit Sub-Limit.
2.9.1 Letter of Credit. At any time Borrower is entitled to make an
Advance, Bank agrees to issue one (1) letter of credit for the benefit of the Industrial
Commission of Arizona (together with any and all amendments, modifications, renewals,
extensions, increases, restatements and rearrangements of and substitutions and replacements, a
“Letter of Credit”) for the account of Borrower up to an aggregate amount of Thirty-Five Million
and No/100 Dollars ($35,000,000.00) (“Letter of Credit Amount”), provided that (a) the Letter of
Credit shall be a standby letter of credit and the form of the Letter of Credit shall be satisfactory
to Bank, and (b) Borrower shall have executed an application and reimbursement agreement for
the Letter of Credit in a form satisfactory to Bank (“Reimbursement Agreement”). While any
Letter of Credit is outstanding, the maximum amount of Advances that may be outstanding shall
be automatically reduced by the Letter of Credit Amount. Borrower shall pay Bank a fee for the
Letter of Credit, such fee to be agreed upon from time to time by Bank and Borrower, provided,
however, that if an agreement is not reached, Bank shall be under no obligation to issue the
Letter of Credit. No credit shall be given for fees paid due to early termination of the Letter of
Credit. Borrower shall also pay Bank’s standard transaction fees with respect to any transactions
occurring on account of any Letter of Credit. Each fee shall be payable when the Letter of Credit
is issued, and transaction fees shall be payable upon completion of the transaction as to which
they are charged. All fees may be debited by Bank to any deposit account of Borrower with
Bank without further authority and, in any event, shall be paid by Borrower within ten (10) days
following billing. Bank is authorized, but not obligated to make an Advance, without notice to
Borrower, to make payment on a drawing under the Letter of Credit. The total amount of
Advances outstanding plus the Letter Credit Amount shall not exceed the Commitment Amount.
References in this Agreement to Advances shall include the Letter of Credit Amount.
2.9.2 Letter of Credit Expiration. The Letter of Credit has a stated
expiration date of June 30, 2022 (“Expiry Date”), but is subject to automatic renewal each year
pursuant to the terms of the Letter of Credit. The issuance or renewal of any Letter of Credit
with an expiration date beyond the maturity date of the Note shall be subject to the approval of
Bank. Borrower shall provide a written request to Bank requesting renewal of the Letter of
Credit no later than 60 days before the Letter of Credit’s current Expiry Date. Upon Bank’s
approval to renew the Letter of Credit, the Expiry Date shall automatically be extended to June
30 of the next calendar year, in accordance with the terms of the Letter of Credit, and thereafter
all references in this Agreement and the Reimbursement Agreement to the Expiry Date shall be
deemed to be references to such new date.
3. CONDITIONS PRECEDENT TO ADVANCES.
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3.1 CONDITIONS PRECEDENT TO INITIAL ADVANCE. Bank must
receive the following items, in form and content acceptable to Bank, before Bank is required to
make any Advances to Borrower under this Agreement.
3.1.1 Legal Opinion of Borrower. A written opinion of the legal counsel
for such Borrower, in a form satisfactory to Bank, opining on the following:
(a) Authorization. The execution, delivery, and performance by Borrower of
the Loan Documents have been duly authorized by all requisite action by or on behalf of
Borrower.
(b) Enforceability. The Loan Documents have been duly executed and
delivered on behalf of Borrower. The Loan Documents are legal, valid, and binding
obligations of Borrower, enforceable in accordance with their terms against Borrower,
except as such enforceability may be limited by Arizona Revised Statutes Sections 42-
17101 et. seq., bankruptcy, insolvency, moratorium, reorganization, or similar laws and
by equitable principles of general application.
3.1.2 Borrower’s Financial Statement and Annual Budget. A copy of
such Borrower’s published audited Annual Financial Statement for fiscal year ending June 30,
2020 (and each fiscal year thereafter) and the adopted budget for Borrower for its fiscal year
2021-2022 (and each fiscal year thereafter) and such other information and documents as Bank
may reasonably request.
3.2 CONDITIONS PRECEDENT TO ALL ADVANCES. Bank shall be
obligated to make an Advance when requested on behalf of Borrower only if the following
conditions precedent are satisfied.
3.2.1 Representations and Warranties Accurate. The representations and
warranties by Borrower in the Loan Documents are correct on and as of the date of this
Agreement and, except as Borrower shall have otherwise notified Bank in writing prior to the
date thereof, on and as of the date of each Advance, before and after giving effect to such
Advance and to the application of the proceeds of such Advance, as though made on and as of
such date.
3.2.2 No Violation of Limits on Advances. The making of the Advance
to Borrower would not result in the outstanding amount of Advances exceeding the Commitment
Amount.
3.3 Bank’s Waiver of Conditions. Bank may elect, in its absolute and sole
discretion, to waive any of the foregoing conditions precedent. Any such waiver shall be
effective only if (i) it is in writing executed by Bank, (ii) it specifically identifies the condition
precedent, and (iii) describes the particular Advance as to which such condition precedent is
waived. Any such waiver shall be limited to the condition(s) precedent specifically described
therein. Delay or failure by Bank to insist on satisfaction of any condition precedent of an
Advance shall not be a waiver of such condition precedent or any other condition precedent. If
Borrower is unable to satisfy any condition precedent of an Advance, the making of the Advance
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shall not preclude Bank from thereafter declaring the condition or event causing such inability to
be an Event of Default.
4. BORROWER REPRESENTATIONS AND WARRANTIES.
4.1 Closing Representations and Warranties. Borrower represents and
warrants to Bank as of the date of this Agreement:
4.1.1 Existence and Authorization. Borrower is a duly formed,
organized and validly existing political subdivision of the State of Arizona. The execution,
delivery, and performance by Borrower of the Loan Documents have been duly authorized by all
requisite action by or on behalf of Borrower.
4.1.2 No Approvals. No approval, authorization, bond, consent,
certificate, franchise, license, permit, registration, qualification, or other action or grant by or
filing with any Person is required in connection with the execution, delivery, or performance by
Borrower of the Loan Documents that has not been obtained.
4.1.3 No Conflicts. The execution, delivery, and performance by
Borrower of the Loan Documents will not conflict with, or result in a violation of or a default
under any applicable law, ordinance, regulation, or rule (federal, state, or local); any judgment,
order, or decree of any arbitrator, other private adjudicator, or Governmental Authority to which
Borrower is a party or by which Borrower or any of the assets or property of Borrower is bound;
or any agreement, document, or instrument to which Borrower is a party or by which Borrower or
any of the assets or property of Borrower is bound.
4.1.4 Execution and Delivery and Binding Nature of Loan Documents.
The Loan Documents have been duly executed and delivered on behalf of Borrower. The Loan
Documents are legal, valid, and binding obligations of Borrower, enforceable in accordance with
their terms against Borrower, except as such enforceability may be limited by Arizona Revised
Statutes Sections 42-17101 et. seq., bankruptcy, insolvency, moratorium, reorganization, or
similar laws and by equitable principles of general application.
4.1.5 Accurate Information. All information in any loan application,
financial statement, certificate, or other document and all other Information delivered by or on
behalf of Borrower to Bank in obtaining the Commitment is correct and complete in all material
respects, and there are no omissions therefrom that result in any such information being
incomplete, incorrect, or misleading in any material respect as of the date thereof.
4.1.6 Litigation. There is no lawsuit, tax claim, or other dispute pending
or overtly threatened against Borrower which, if lost, would materially impair Borrower’s
financial condition or Borrower’s ability to repay any amount payable under this Agreement,
except as have been or will be disclosed in writing to Bank.
4.1.7 Borrower’s Financial Condition. No material adverse change from
Borrower’s financial condition or operations as reflected in the audited Annual Financial
Statement for fiscal year ending June 30, 2020, shall have occurred as of the date of this
Agreement.
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4.1.8 Purpose of Advances. This Agreement is made pursuant to the
Act. The purpose of Advances is to provide funds for the general operations of Borrower;
provided, however, proceeds may not be used for any expenses, costs, or reimbursements relating
to Borrower’s sponsorship of charter schools without the prior written consent of Bank.
4.1.9 No Event of Default or Unmatured Event of Default. No Event of
Default and no Unmatured Event of Default has occurred and is continuing.
4.1.10 Letter of Credit Appropriations. Borrower’s approved budget for
fiscal year 2021/2022 (and each fiscal year thereafter) appropriates in sufficient detail funds in
the amount of the Letter of Credit Amount in order for Borrower, to the extent necessary, to
make payment of advances under the Letter of Credit and amounts due under the Reimbursement
Agreement.
4.1.11 Anti-Corruption Laws and Sanctions. Borrower has implemented
and maintains in effect policies and procedures that address matters relating to compliance by
Borrower and its directors, officers, and employees with Anti-Corruption Laws and applicable
Sanctions. To the knowledge of Borrower, (a) none of Borrower or its respective directors,
officers or employees or (b) any agent of Borrower that will act in any capacity in connection
with or benefit from the line of credit issued pursuant to the terms hereof, is a Sanctioned Person.
The use of the proceeds of drawings under the line of credit or any other transaction
contemplated by this Agreement will not violate any Anti-Corruption Law or applicable
Sanctions.
4.2 Representations and Warranties Upon Requests for Advances. Each
request for an Advance on behalf of Borrower shall be a representation and warranty by such
Borrower to Bank that the representations and warranties in this Section 4 are correct and
complete as of the date of the Advance with respect to such Borrower, except as Borrower shall
have otherwise notified Bank in writing prior to the date thereof, and that the conditions
precedent in Section 3.1 are satisfied as of the date of the Advance.
5. BORROWER AFFIRMATIVE COVENANTS. Borrower agrees that:
5.1 Existence. Borrower shall continue to be a validly existing political
subdivision of the State of Arizona.
5.2 Books and Records; Access By Bank. Borrower shall maintain a system
of accounting for and appropriate books and records showing its receipt and use of (i)
nonrestricted operating revenues, (ii) proceeds of Advances, and (iii) other funds available for
expenditure for the general operations of Borrower. During business hours, after an Event of
Default, Borrower shall give representatives of Bank access to all assets, property, books,
records, and documents of Borrower relating to clauses (i), (ii) and (iii) of this Section 5.2 and
shall permit such representatives to inspect such assets and property and to audit, copy, examine,
and make excerpts from such books, records, and documents.
5.3 Information and Statements. Borrower shall furnish to Bank: (i) as soon
as available and in any event within two hundred ten (210) days after the end of each fiscal year
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of Borrower, copies of audited annual financial reports, (ii) as soon as available and in any event
prior to sixty (60) days after the beginning of each fiscal year, Borrower’s budget for such fiscal
year, as adopted, (iii) any other information and documents given to any securities rating agency
or other Person in connection with the indebtedness of Borrower and (iv) such additional
information and statements as the Bank may request, from time to time.
5.4 Law; Judgments; Material Agreements; Approvals and Permits. Borrower
shall comply with all laws, ordinances, regulations, and rules (federal, state, and local) and all
judgments, orders, and decrees of any arbitrator, other private adjudicator, or Governmental
Authority relating to Borrower or the assets, business, operations, or property of Borrower.
Borrower shall comply in all material respects with all material agreements, documents, and
instruments to which Borrower is a party or by which Borrower or any of the assets or property
of Borrower is bound or affected.
5.5 Further Assurances. Borrower shall promptly execute, acknowledge, and
deliver and, as appropriate, cause to be duly filed and recorded such additional agreements,
documents, and instruments and do or cause to be done such other acts as Bank may reasonably
request from time to time to better assure, perfect, preserve, and protect the rights and remedies
of Bank under the Loan Documents.
5.6 Use of Advances. Borrower shall use proceeds of Advances only to pay
expenses incurred in its general operations (collectively, “Operating Expenses”) and shall be
limited to the extent set forth in Section 4.1.8 hereof. Borrower shall only use proceeds of
Advances to pay then due Operating Expenses, and shall only receive such Advances when it has
no other available funds to pay such Operating Expenses. Borrower shall not use the Advances
(i) to purchase or carry margin stock (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System) or to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund indebtedness originally incurred for such
purpose, in each case in violation of, or for a purpose which violates, or would be inconsistent
with, Regulation T, U or X of the Board of Governors of the Federal Reserve System, (ii) in
furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of
money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (iii)
for the purpose of funding, financing or facilitating any activities, business or transaction of or
with any Sanctioned Person, or in any Sanctioned Country, or (iv) in any manner that would
result in the violation of any Sanctions applicable to any party hereto.
5.7 Registration of Warrants. The Maricopa County Treasurer, as agent for
Borrower, shall perform its obligations under the Act, including without limitation, under
Arizona Revised Statutes Section 11-604.01.E thereof, which Act is hereby incorporated herein
by reference.
5.8 Security Interest Grants. Borrower shall not grant or suffer to exist any
lien, claim, or encumbrance to or in favor of any person or entity other than Bank covering the
nonrestricted operating revenues of such Borrower (it being understood that Tax Anticipation
Notes, General Obligation Bonds, and other payment-source-specific financing commitments of
such Borrower deal with operating revenues which are restricted and thus are not “nonrestricted
operating revenues”). Borrower and Bank agree that, pursuant to the Act, Bank is entitled to a
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security interest in the nonrestricted operating revenues received by the Maricopa County
Treasurer on behalf of such Borrower to the extent of any credit extended under this Agreement.
5.9 Letters of Credit Information. Borrower shall furnish to Bank: (i) as soon
as available and in any event prior to May 1, of each year, Borrower’s draft budget for the next
fiscal year, and (ii) such additional information and statements as the Bank may request, from
time to time.
5.10 Anti-Corruption Policies and Procedures. Borrower will maintain in effect
policies and procedures that address matters relating to compliance by Borrower and its directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions
6. BANK’S OBLIGATIONS TO BORROWER ONLY. The obligations of Bank
under this Agreement are for the benefit of Borrower only. No other Person shall have any rights
hereunder or be a third-party beneficiary hereof.
7. SURVIVAL. The representations, warranties, and covenants of Borrower in the
Loan Documents shall survive the execution and delivery of the Loan Documents and the making
of Advances.
8. INTEGRATION, ENTIRE AGREEMENT, CHANGE DISCHARGE,
TERMINATION, WAIVER APPROVAL, CONSENT, ETC. The Loan Documents contain the
complete understanding and agreement of Borrower and Bank and supersede all prior
representations, warranties, agreements, arrangements, understandings, and negotiations on the
matters set forth in the Loan Documents. No provision of the Loan Documents may be changed,
discharged, supplemented, terminated, or waived except in a writing signed by the parties
thereto. Delay or failure by Bank to insist on performance of any obligation when due or
compliance with any other term or condition in the Loan Documents shall not operate as a waiver
thereof or of any other obligation, term, or condition or of the time of the essence provision.
Acceptance of late payments shall not be a waiver of the time of the essence provision, the right
of Bank to require that subsequent payments be made when due, or the right of Bank to declare
an Event of Default if subsequent payments are not made when due. Any approval, consent, or
statement that a matter is satisfactory by Bank under the Loan Documents must be in writing
executed by Bank and shall be construed to apply only to the Persons and facts specifically set
forth in the writing. Delay or failure by a Borrower to insist on performance of any obligation
when due or compliance with any other term or condition in the Loan Documents shall not
operate as a waiver thereof or of any other obligation, term, or condition or of the time of the
essence provision.
9. BINDING EFFECT. The Loan Documents shall be binding upon and shall inure
to the benefit of Bank and each Borrower and their successors and assigns, provided, however,
that Borrower may not assign any of its rights or delegate any of its obligations under the Loan
Documents and any purported assignment or delegation shall be void, and provided further that
Bank may sell participations in or assign all or portions of the loan commitment contained in this
Agreement, and may exchange financial information about Borrower, but not financial
information with regard to employees of Borrower, with actual or potential participants or
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assignees; provided, however, such actions shall not be taken by Bank without the prior written
approval of Borrower, which approval shall not be unreasonably withheld.
10. COSTS, EXPENSES, AND FEES. Borrower agrees to pay on demand all
external and internal costs, expenses, and fees (including, without limitation, as applicable, inside
and outside attorneys and paralegals costs, expenses, and fees) of Bank (i) in enforcement of the
Loan Documents and exercise of the rights and remedies of Bank, (ii) in defense of the legality,
validity, binding nature, and enforceability of the Loan Documents and the perfection and
priority of the liens and encumbrances granted in the Loan Documents, (iii) in gaining possession
of, holding, preserving, and protecting the Collateral, (iv) otherwise in relation to the Loan
Documents, the Collateral, or the rights and remedies of Bank under the Loan Documents or
relating to the Collateral, and (v) in preparing for the foregoing, whether or not any legal
proceeding is brought or other action is taken. Such costs, expenses, and fees shall include,
without limitation, all such costs, expenses, and fees incurred in connection with any bankruptcy,
receivership, replevin, or other court proceedings (whether at the trial or appellate level).
Borrower agrees to pay interest on such costs, expenses, and fees at the Default Rate from the
date incurred by Bank until paid in full. Such interest shall be computed on the basis of a 365
day year and actual days elapsed.
11. SEVERABILITY. If any provision or any part of any provision of the Loan
Documents is unenforceable, the enforceability of the other provisions or the other provisions
and the remainder of the subject provision, respectively, shall not be affected and they shall
remain in full force and effect.
12. CHOICE OF LAW. The Loan Documents shall be governed by the law of the
State of Arizona, without giving effect to conflict of laws principles.
13. TIME OF ESSENCE. Time is of the essence with regard to each provision of the
Loan Documents as to which time is a factor.
14. NOTICES AND DEMANDS. All demands or notices under the Loan Documents
shall be in writing (including, without limitation, telecopy, telegraphic, telex, or cable
communication) and mailed, telecopied, telegraphed, telexed, cabled, or delivered to the
respective party hereto at the address specified at the end of this Section 14 or such other address
as shall have been specified in a written notice. Any demand or notice mailed shall be mailed
first-class mail, postage-prepaid, return-receipt-requested and shall be effective upon the earlier
of (i) actual receipt by the addressee, and (ii) the date shown on the return-receipt. Any demand
or notice not mailed will be effective upon the earlier of (i) actual receipt by the addressee, and
(ii) the time the receipt of the telecopy, telegram, telex, or cable is mechanically confirmed.
Addresses for Notices to Borrower:
Maricopa County
Office of Procurement Services
Attn: Contract Administration
320 W. Lincoln Street
Phoenix, AZ 85003-2494
4824-0382-8201.3

Telephone: (602) 506-6169
Address for Notice to Bank:
JPMorgan Chase Bank, N.A.
8501 N. Scottsdale Road
Suite 240, Floor 2
Scottsdale, AZ 85253-2753
Attn: Dan Warren, Vice President
Telephone: (602) 221-6096
15. RESCISSION OR RETURN OF PAYMENTS. If at any time or from time to
time, whether before or after payment and performance of the Obligations in full, all or any part
of any amount received by Bank in payment of, or on account of, any Obligation is or must be, or
is claimed to be, avoided, rescinded, or returned by Bank to a Borrower or any other Person for
any reason whatsoever (including, without limitation, bankruptcy, insolvency, or reorganization
of Borrower or any other Person), such Obligation and any liens, security interests, and other
encumbrances that secured such Obligation at the time such avoided, rescinded, or returned
payment was received by Bank shall be deemed to have continued in existence or shall be
reinstated, as the case may be, all as though such payment had not been received.
16. HEADINGS. The headings at the beginning of each section of the Loan
Documents are solely for convenience and are not part of the Loan Documents.
17. MULTIPLE CREDIT ACCOMMODATIONS. If from time to time Borrower has
more than one loan or other credit accommodation with Bank, Borrower agrees that, unless
otherwise agreed by Bank and such Borrower in writing, (i) the Loan Documents and the
agreements, documents, and instruments evidencing and relating to such other loan(s) and credit
accommodation(s) shall all remain in effect and neither shall supersede the other, regardless of
whether the Loan Documents and such other agreements, documents, and instruments have
differing terms, conditions, and requirements, and (ii) regardless of any such differences, such
Borrower shall comply with all the terms, conditions, and requirements of the Loan Documents
and of such other agreements, documents, and instruments.
18. WAIVER OF SPECIAL DAMAGES. BORROWER WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT BORROWER MAY
HAVE TO CLAIM OR RECOVER FROM BANK IN ANY LEGAL ACTION OR
PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES.
4824-0382-8201.3

19. USURY LAWS. Notwithstanding any other provision of this Agreement, the
parties agree that the maximum rate or rates of interest to be charged by Bank hereunder shall not
exceed the maximum rates permitted under the Act, Arizona Revised Statutes, as it exists on the
date hereof. This Section covers the transactions described in this Agreement and any other
agreements with Bank or its affiliates executed in connection with this Agreement, to the extent
they are subject to the Arizona usury laws (collectively, the “Transactions”). Borrower
understands and believes that the Transactions comply with the Arizona usury laws. However, if
any interest or other charges paid or payable in connection with the Transactions are ever
determined to exceed the maximum amount permitted by law, such Borrower agrees that:
(a) the amount of interest or other charges payable or paid by Borrower
pursuant to the Transactions shall be reduced to the maximum amount permitted by law;
and
(b) any excess amount previously collected from Borrower in connection with
the Transactions which exceeded the maximum amount permitted by law will be credited
against the then outstanding principal balance. If the outstanding principal balance has
been repaid in full, the excess amount paid will be refunded to such Borrower.
20. COUNTERPARTS. This Agreement may be executed in as many
counterparts as necessary or convenient, and by the different parties on separate counterparts
each of which, when so executed, shall be deemed an original but all such counterparts shall
constitute but one and the same agreement.
21. TERMINATION UPON CONFLICT OF INTEREST. This Agreement may
be subject to termination under the circumstances described in and as provided in Section 38-511
of the Arizona Revised Statutes. If this Agreement is terminated pursuant to said Section 38-
511, all Advances made for the benefit of Borrower and all accrued and unpaid interest thereon
shall, to the fullest extent permitted by applicable law, be due and payable immediately.
22. JURY WAIVER. TO THE MAXIMUM EXTENT NOT PROHIBITED BY
LAW, EACH BORROWER AND BANK HEREBY VOLUNTARILY, KNOWINGLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) BETWEEN ANY BORROWER AND BANK ARISING OUT OF
OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL
INDUCEMENT TO BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN.
23. ARM'S LENGTH TRANSACTION. Borrower acknowledges and agrees that the
transaction described in this Agreement is an arm's length commercial transaction between Borrower
and Bank in which (a) Bank is acting solely as a principal and not as an advisor, including, without
limitation, a "Municipal Advisor," as such term is defined in Section 15B of the Securities and
Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"),
agent or a fiduciary of Borrower, (b) Bank is relying on the bank exemption in the Municipal
Advisor Rules, (c) Bank has not provided any advice or assumed any advisory or fiduciary
responsibility in favor of Borrower with respect to the transaction contemplated hereby and the
discussions, undertakings and procedures leading thereto (whether or not Bank, or any
4824-0382-8201.3

affiliate of Bank, has provided other services or advised, or is currently providing other services
or advising Borrower on other matters), (d) Bank has financial and other interests that differ from
those of Borrower, and (e) Borrower has consulted with its own financial, legal, accounting, tax
and other advisors, as applicable, to the extent it deemed appropriate.
24. LEGAL ARIZONA WORKERS ACT COMPLIANCE ARIZONA REVISED
STATUTES SECTION 41-4401. The parties warrant that at all times during the term of this
Agreement they will comply with all state and federal immigration laws applicable to the parties
and their employees, and with the requirements of A.R.S. § 23-214 (A). The parties shall further
ensure that each subcontractor who performs work under this Agreement will likewise comply with
all applicable state and federal immigration laws. Failure to comply with this provision shall
constitute a material breach of this Agreement. Borrower retains the right to inspect the paperwork
of any contractor or subcontractor that is employed within the United States of America to ensure
compliance with such laws. Such inspection shall require the execution of a confidentiality
agreement in form and substance provided by Bank.
25. BOYCOTT OF ISRAEL. If Bank engages in for-profit activity and has 10 or more
employees, and if this Agreement has a value of $100,000 or more, Bank certifies it is not
currently engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of
goods or services from Israel. This certification does not apply to a boycott prohibited by 50
U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
[SIGNATURE PAGE FOLLOWS]
4824-0382-8201.3

DATED as of the date first above stated.
MARICOPA COUNTY, ARIZONA
By:
Name:
Title: Chair, Board of Supervisors
ATTEST:
By:
Name:
Title: Clerk of the Board
MARICOPA COUNTY TREASURER,
As Agent for Maricopa County
By:
Name: John M. Allen
Title: Maricopa County Treasurer
Approved as to form:
By:
Name: Chad McBride
Title: Deputy County Attorney
JPMORGAN CHASE BANK, N.A.
By:
Name: David Chan
Title: Authorized Officer
4824-0382-8201.3

[Signature Page to Maricopa Loan Agreement (County)]
4824-0382-8201.3

Exhibit A
To
Business Loan Agreement
SPECIMEN OF PROMISSORY NOTE
Exhibit A
4824-0382-8201.3

THIS NOTE IS IN FULLY REGISTERED FORM AND IS NOT TRANSFERABLE
EXCEPT ON THE REGISTRATION BOOKS OF BORROWER
MARICOPA COUNTY REVOLVING LINE OF CREDIT
PROMISSORY NOTE
JPMorgan Chase Bank, N.A.
201 North Central Ave., Floor 21
Phoenix, Arizona 85004
Date: July 1, 2021
Principal Amount: $35,000,000.00
1. PROMISE TO PAY PRINCIPAL AND INTEREST. For value received, the
undersigned, MARICOPA COUNTY, ARIZONA, ACTING THROUGH THE MARICOPA
COUNTY TREASURER, AS ITS AGENT (“Borrower”) promises to pay to or on the order of
JPMORGAN CHASE BANK, N.A., or registered assigns (“Bank”) at its above office, or at such
other place as Bank may designate in writing, in lawful money of the United States of America,
in the principal sum of Thirty-Five Million and No/100 Dollars ($35,000,000.00), or, if different,
the unpaid amount disbursed by Bank by making Advances (as such term is defined in the
Business Loan Agreement (Maricopa County Revolving Line of Credit), dated of even date
herewith (“Loan Agreement”), between Borrower and Bank, as it may be amended, modified,
extended, renewed, restated, or supplemented from time to time), as shown on the records of
Bank which, when in agreement with the records of Borrower, shall (absent manifest error) be
conclusive as to such unpaid amount, with interest thereon from the date advanced at the Interest
Rate (as hereinafter defined).
2. INTEREST RATE. The Interest Rate (“Interest Rate”) during each calendar
quarter shall be the rate per annum equal to the rate per annum most recently publicly announced
by Bank, or Bank’s successors, in Phoenix, Arizona, as Bank’s “prime rate”, as in effect from
time to time, provided that in no event shall the Interest Rate at any time exceed one hundred ten
percent (110%) of the previous quarter’s weighted average prime rate among the top three
financial institutions by asset size in the State of Arizona. The Interest Rate will be redetermined
by Bank on each day that the “prime rate” changes and any changes in the Interest Rate will be
effective on and after the date of such change and until the next change. The “prime rate” is set
by Bank based on various factors, including Bank’s costs and desired return, general economic
conditions and other factors, and is used as a reference point in pricing some loans. Bank may
price loans to its customers at, above, or below its “prime rate.” Notwithstanding the foregoing,
in no event shall the Interest Rate at any time be less than zero percent (0.00%).
3. REQUIRED PAYMENTS; PAYMENT ON MATURITY. Prior to June 30, 2022,
or if the Scheduled Commitment Expiration Date under the Loan Agreement has been extended
4824-0382-8201.3

by mutual agreement between Borrower, acting through their agent, the Maricopa County
Treasurer, and Bank (acting in its sole and absolute discretion), such Scheduled Commitment
Expiration Date (the “Maturity Date”), payments under this Note shall be made as Borrower
receives “nonrestricted operating revenues”, as such term is used in the Act. On the Maturity
Date Borrower shall pay to Bank the unpaid principal, all accrued and unpaid interest, and all
other amounts (“Other Amounts”) payable by such Borrower to Bank under the Loan Documents
(as defined in the Loan Agreement).
4. INTEREST ON PRINCIPAL; DEFAULT RATE. Principal shall bear interest at
the Interest Rate from the date of disbursement until the due date thereof, whether by acceleration
or otherwise. Principal, interest, and Other Amounts not paid when due and any judgment
therefor shall bear interest from its due date or the judgment date, as applicable, until paid at a
rate (“Default Rate”) per annum equal to one hundred ten percent (110.00%) of the previous
quarter’s weighted average prime rate among the top three financial institutions by asset size in
the State of Arizona (unless a lower maximum rate of interest is then applicable under the Act, in
which case, the Default Rate shall be such lower rate of interest under the Act), and such interest
shall be immediately due and payable.
5. INTEREST ACCRUAL. All interest under the Loan Documents shall be
computed on the basis of a 365-day year and accrue on a daily basis for the actual number of days
elapsed. Borrower agrees to pay an effective rate of interest that is the sum of (i) the Interest Rate
and (ii) any additional rate of interest resulting from any other charges or fees paid or to be paid
in connection herewith that are determined to be interest or in the nature of interest.
6. PAYMENT IN FULL PRIOR TO THE MATURITY DATE. Notwithstanding any
other provision herein or in the Loan Documents, Borrower shall pay to Bank all outstanding
principal, interest and Other Amounts on June 30 of each year. So long as Borrower makes such
payment, Borrower shall, subject to the provisions of the Loan Agreement, continue to be
entitled to Advances pursuant to the Loan Agreement prior to the commitment expiration date
specified therein. Principal, interest, and Other Amounts not paid on June 30 of each year shall
bear interest from June 30 until paid at the Default Rate, and such interest shall be immediately
due and payable.
7. APPLICATION OF PAYMENTS. At the option of Bank, payments shall be
applied to principal, Interest, and Other Amounts in such order as Bank shall determine.
8. PREPAYMENT. Borrower may prepay the outstanding principal balance hereof,
in whole or in part, at any time prior to the Maturity Date without penalty or premium.
9. NO COUNTERCLAIMS, DEDUCTIONS, ETC. All payments and other
obligations of Borrower under the Loan Documents will be made and performed without
counterclaim, deduction, defense, deferment, reduction, or set-off.
10. EVENTS OF DEFAULT. Each of the following shall be an event of default
(“Event of Default”):
2
4824-0382-8201.3

(a) Failure by Borrower to pay when due (i) any amount payable by Borrower
under any of the Loan Documents, or (ii) any other indebtedness of Borrower to Bank.
(b) Failure by Borrower to perform any material obligation not involving the
payment of money, or to comply with any other term or condition applicable to Borrower,
in any of the Loan Documents.
(c) Any representation or warranty made by Borrower in any of the Loan
Documents or otherwise or any information delivered by Borrower to Bank in obtaining
or hereafter in connection with the credit evidenced by this Note is or becomes materially
incomplete, incorrect, or misleading from the representations or warranties made of the
date of this Note or as of the date made or delivered.
(d) The occurrence of any change or other event that Bank determines has or
will materially and adversely affect (i) any or all property, interests in property, or rights
to property securing the obligations of Borrower under the Loan Documents, including
without limitation the security interest in the nonrestricted operating revenues received by
the Maricopa County Treasurer on behalf of Borrower (collectively, the “Collateral”) as
security for the obligations of Borrower under the Loan Documents, (ii) the financial
condition of Borrower, or (iii) the ability of Borrower to pay the monetary obligations of
Borrower under the Loan Documents.
(e) Borrower (i) is unable or admits in writing Borrower’s inability to pay
Borrower’s monetary obligations as they become due, (ii) is generally not paying its debts
as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv)
applies for, consents to, or acquiesces in, appointment of a trustee, receiver, or other
custodian for Borrower or any or all of the property of Borrower, or in the absence of
such application, consent, or acquiescence by Borrower a trustee, receiver, or other
custodian is appointed for Borrower or any or all of the property of Borrower.
(f) Commencement of any case under the Bankruptcy Code (Title 9 of the
United States Code) or commencement of any other bankruptcy, arrangement,
reorganization, receivership, custodianship, or similar proceeding under any federal or
state law by or against Borrower.
(g) Attachment, garnishment, levy of execution, or seizure by legal process of
any or all Collateral of Borrower, except any pre-judgment attachment or garnishment of
any or all Collateral.
(h) Any legal proceeding or other action against or affecting any or all
Collateral of Borrower is commenced (including, without limitation, any prejudgment
attachment or garnishment) and is not quashed, stayed, or released within twenty (20)
days.
(i) Any Collateral of Borrower is sold, disposed of, or otherwise transferred
by such Borrower after the date of this Note, not in the ordinary course of operations of
Borrower.
3
4824-0382-8201.3

(j) Any Collateral of Borrower becomes subject to any lien or security
interest, other than the security interest granted to Bank in this Note.
(k) Any Collateral of Borrower is lost, stolen, suffers substantial damage or
destruction, or is used in violation of any law, ordinance, regulation, or rule (federal,
state, or local).
(l) Borrower abandons or, except for expenditure of funds included in the
Collateral in the ordinary operations of Borrower, ceases to have exclusive possession of
any Collateral or any books and records of Borrower relating to the Collateral.
(m) Borrower or any other person on behalf of Borrower claims that any Loan
Document is not legal, valid, binding, and enforceable against Borrower, that any lien,
security interest, or other encumbrance securing any of the obligations under the Loan
Documents is not legal, valid, binding, and enforceable, or that the priority of any lien,
security interest, or other encumbrance securing any of the obligations in the Loan
Documents is different than the priority set forth in the Act (except as such priority may
be affected by the laws regarding garnishment of wages of Borrower’s employees and
federal and state tax liens for withholding taxes of Borrower’s employees).
(n) The occurrence of any condition or event that is a default or is designated
as a default, an event of default, or an Event of Default in any other Loan Document or in
any agreement, document, or instrument relating to any other indebtedness of Borrower to
Bank.
(o) The occurrence of any condition or event that is designated as a default or
an event of default and the expiration of any cure period with respect to any other
indebtedness of Borrower to any other person.
(p) The failure of Borrower to repay to Bank within five (5) Business Days of
written notice from Bank to Borrower the amount by which the outstanding amount of
Advances exceeds the Commitment.
11. RIGHTS AND REMEDIES OF BANK. Upon occurrence of an Event of Default,
Bank may, at its option, in its absolute and sole discretion, and without demand or notice, (i)
declare the obligations in the Loan Documents to be immediately due and payable, whereupon
the obligations in the Loan Documents shall be immediately due and payable, and (ii) exercise
any or all other rights and remedies of Bank concurrently or consecutively in such order as Bank
elects. The rights and remedies of Bank shall be cumulative and non-exclusive. Delay,
discontinuance, or failure to exercise any right or remedy of Bank shall not be a waiver thereof,
or of any other right or remedy of Bank, or of the time, of the essence provision. Exercise of any
right or remedy of Bank shall not cure or waive any Event of Default or invalidate any act done
in response to any Event of Default.
12. LIMIT OF LIABILITY OF BANK. In exercising rights and remedies, neither
Bank nor any affiliate thereof or any stockholder, director, officer, employee, agent, or
representative of Bank or any affiliate thereof shall have any liability for any injury to the assets,
4
4824-0382-8201.3

business, operations, or property of Borrower or any other liability to Borrower, other than for its
own gross negligence or willful misconduct.
13. PROVISIONS IN LOAN AGREEMENT GOVERN THIS AGREEMENT. This
Note is subject to certain terms and provisions in the Loan Agreement, to which reference is
made for a statement of such terms and provisions.
14. WAIVER OF STATUTE OF LIMITATIONS. Borrower waives, to the full extent
permitted by law, the right to plead any statutes of limitations as a defense to any or all
obligations under the Loan Documents.
15. WAIVERS BY BORROWER. Borrower (i) waives, to the full extent permitted by
law, presentment, notice of dishonor, protest, notice of protest, notice of intent to accelerate,
notice of acceleration, and all other notices or demands of any kind (except notices specifically
provided for in the Loan Documents), and (ii) agrees that Bank may enforce this Note and any
other Loan Documents against Borrower without first having sought enforcement against any
Collateral.
16. JURY WAIVER. TO THE MAXIMUM EXTENT NOT PROHIBITED BY
LAW, BORROWER AND BANK HEREBY VOLUNTARILY, KNOWINGLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) BETWEEN BORROWER AND BANK ARISING OUT OF OR IN
ANY WAY RELATED TO THIS NOTE. THIS PROVISION IS A MATERIAL
INDUCEMENT TO BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN.
17. WAIVER OF SPECIAL DAMAGES. BORROWER WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT BORROWER MAY
HAVE TO CLAIM OR RECOVER FROM BANK IN ANY LEGAL ACTION OR
PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES.
[SIGNATURE PAGE FOLLOWS]
5
4824-0382-8201.3

DATED as of the date first above stated.
MARICOPA COUNTY BOARD OF SUPERVISORS
By:
Name:
Title: Chair, Board of Supervisors
ATTEST:
By:
Clerk of the Board
MARICOPA COUNTY TREASURER,
As Agent for Maricopa County
By:
Name: John M. Allen
Title: Maricopa County Treasurer
Approved as to form:
By:
Name: Chad McBride
Title: Deputy County Attorney
4824-0382-8201.3

Exhibit B
To
Business Loan Agreement
FORM OF ADDENDUM
(COUNTY)
ADDENDUM NO.
EFFECTIVE DATE:
PARTIES: Borrower: Maricopa County, Arizona Board of Supervisors for
Maricopa County, through the Maricopa County
Treasurer, as its agent
Bank JPMorgan Chase Bank, N.A., a national banking
association authorized to do business in the State of
Arizona
RECITAL:
Bank and Borrower are parties to that certain Business Loan Agreement (Maricopa
County Revolving Line of Credit), dated July 1, 2021 (“Agreement”), and Promissory Note,
dated July 1, 2021 (“Note”), as the Agreement and Note have been amended, modified, extended,
renewed, restated, or supplemented. Bank and Borrower desire to enter into this Addendum No.
(“Addendum”) to modify the Agreement and Note, as described herein.
AGREEMENT:
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Bank and Borrower agree as follows:
1. Definitions. Unless otherwise defined in this Addendum, the capitalized words
and phrases used herein shall have the meanings as described in the Agreement.
2. Modification to Scheduled Commitment Expiration Date. The Scheduled
Commitment Expiration Date is hereby extended from June 30, 202_ to June 30, 202_. After the
Effective Date, all references in the Agreement to the Scheduled Commitment Expiration Date
shall mean and refer to June 30, 202_.
3. Letter of Credit. The Letter of Credit Amount is hereby modified to be in the
amount of and No/100 Dollars ($ . ) (“Revised Letter
of Credit Amount”). After the Effective Date, all reference in the Agreement to the Letter of
Credit Amount, shall mean and refer to the Revised Letter of Credit Amount.
4. Commitment Amount Cap/Principal Amount of Note. The Commitment Amount
Cap and the Principal Amount of the Note are hereby modified to be in the amount of
Exhibit C
4824-0382-8201.3

and No/100 Dollars ($ . ) (“Revised Cap Amount”).
Thereafter, all references in the Agreement and in the Note to the Commitment Amount Cap
shall mean and refer to the Revised Cap Amount.
5. Full Force and Effect. Except as modified in this Addendum, the terms and
conditions of the Loan Documents remain unchanged and in full force and effect.
6. Representations and Warranties. Borrower hereby represents and warrants to
Bank that the representations and warranties in Section 4 of the Agreement are correct and
complete as of the Effective Date, except as Borrower shall have otherwise notified Bank in
writing prior to the Effective Date.
7. Governing Law. This Addendum shall be deemed to be a contract made under the
laws of the State of Arizona for all purposes and shall be construed in accordance with the laws
of said State, without regard to principles of conflicts of law.
IN WITNESS WHEREOF, Bank and Borrower have caused this Addendum to be
executed and delivered as of the Effective Date.
MARICOPA COUNTY TREASURER,
As Agent for Maricopa County
By:
Name: John M. Allen
Title: Maricopa County Treasurer
JPMORGAN CHASE BANK, N.A.
By:
Name: David Chan
Title: Authorized Office