4841-6602-5705V3_2021 MARICOPA COUNTY LINE OF CREDIT (DISTRICTS).PDF

BUSINESS LOAN AGREEMENT
(MARICOPA COUNTY DISTRICTS REVOLVING LINE OF CREDIT)
DATE: July 1, 2021
PARTIES: Borrower: Each of the Districts listed in Schedule I hereto, through the
Maricopa County Treasurer, as their 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, collectively, 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 each of the political
subdivisions of 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 (the “County”), 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 each of the districts listed in Schedule I attached hereto (individually a
“Borrower” and collectively, the “Borrowers”), in the respective maximum amounts shown on
said Schedule I for each Borrower, subject in each instance, to the then available amount under the
Commitment Amount Cap (as defined herein), if any, and to evidence all such lines of credit in
this Agreement and the Note. For purposes of this Agreement and each line of credit extended to a
Borrower evidenced hereunder and in the Note, such 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, each Borrower and Bank agree as
follows:
1. DEFINITIONS. In this Agreement, the following terms shall have the following
meanings:
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“Advance” means a disbursement of funds by Bank to a Borrower pursuant to Section 2.1.
“Agreement” means this Business Loan Agreement (Maricopa County Districts Revolving
Line of Credit) as it may be amended, modified, extended, renewed, restated, or supplemented
from time to time.
“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
Director, Financial Services Signature
Richard Challoner
Director, Client Services Signature
Mark Hute
Portfolio Manager Signature
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or any other person authorized to act for a 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.
“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
each Borrower.
“Commitment” means the agreement of Bank to make Advances as provided in this
Agreement.
“Commitment Amount” means, with respect to each Borrower, the lesser of:
(i) the maximum amount shown for such Borrower on Schedule I hereto, as such
Schedule may be amended from time to time; provided that such amount shall be reduced by the
amount of principal not paid when due during a Stay Period as set forth in Section 11(c) of the
Note; or
(ii) forty-five percent (45%) of the total amount of nonrestricted operating revenues
received by such Borrower in the immediately preceding fiscal year of such Borrower;
provided that the Commitment Amount, in the aggregate, shall not exceed the following
amounts during the period specified (the "Commitment Amount Cap"), as such amount may be
amended from time to time, pursuant to Sections 2.6 and 2.7 of this Agreement; provided however
that the definitions of Commitment Amount and Commitment Amount Cap shall not, in and of
themselves, have any effect on any Scheduled Commitment Expiration Date, the Maturity Date or
the Servicing Bank Term:
Timeframe Commitment Amount Cap
From the date of this Agreement through and $225,000,000
including August 31, 2021, and then from April 1,
2022 through and including August 31, 2022 and
thereafter from each following April 1 through
and including each following August 31
From September 1, 2021 through and including $60,000,000
March 31, 2022 and thereafter from each
following September 1 through and including
each following March 31
“Default Rate” has the meaning specified in the Note.
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“Districts” means political subdivisions of Maricopa County, Arizona.
“Event of Default” has the meaning specified in the Note.
“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,
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 Borrowers payable to
Bank, as it may be amended, modified, extended, renewed, restated, or supplemented from time to
time.
“Obligations” means the respective obligations of Borrowers 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.
“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
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.
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“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 Borrowers from time to time on or before the Scheduled
Commitment Expiration Date, provided that the outstanding amount of Advances with respect to
any Borrower from time to time shall not exceed the Commitment Amount for such Borrower.
Advances to each 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 with respect to any Borrower, Bank, in its absolute and sole
discretion and without notice, may suspend the commitment to make Advances with respect to
such Borrower. In addition, upon occurrence of an Event of Default with respect to any Borrower,
Bank, in its absolute and sole discretion and without notice, may terminate the commitment to
make Advances to such Borrower. The obligation of each Borrower to repay Advances is
evidenced by the Note as to the amount outstanding thereunder with respect to such Borrower.
Neither the Maricopa County Treasurer nor the County shall be liable for amounts owed by any
Borrower hereunder. 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 which Borrower or Borrowers it relates to
and the amount of such request for an Advance related to each Borrower.
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 designated in
writing by an Authorized Person; provided that such deposits and repayments may be made by
way of on-line banking portals. Each 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 Borrowers.
2.4 Advances - Repayment. Each 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 with respect
to each Borrower, such 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 the Borrower with Bank which
constitute nonrestricted operating revenues.
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2.5 Advances in Excess of Commitment Amount. If with or without the
approval of Bank the aggregate outstanding amount of Advances to a Borrower at any time exceeds
the Commitment Amount for such Borrower, that 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 the Borrowers is hereby authorized to request
Bank to amend this Agreement and the Note from time to time with respect to the following
matters:
2.6.1 To amend Schedule I to (a) add additional Borrowers, and (b)
modify the Commitment Amount with respect to each Borrower;
2.6.2 To extend the Scheduled Commitment Expiration Date, as
described in Section 2.8 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, without such
amendment being , without such amendment being approved by resolution adopted by the
Maricopa County Board of Supervisors.
2.6.4 Each Borrower understands, acknowledges and agrees that any
request of Bank pursuant to this Section 2.6 shall be decided by Bank (in each instance) acting in
Bank’s sole and absolution discretion.
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 B (the
“Addendum”) executed by the Bank and by the Maricopa County Treasurer on behalf of the
Borrowers. 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 Borrowers hereunder shall be in effect initially for fiscal year 2021-2022. Borrowers
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 30, 2024, Borrowers 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.
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 or on behalf of a 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 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 a 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 to such Borrower or the Commitment Amount Cap.
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. Each 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 Borrower’s Financial Condition. No material adverse change from
Borrower’s financial condition or operations as reflected in the Annual Financial Statement for
fiscal year ending June 30, 2020, shall have occurred as of the date of this Agreement.
4.1.7 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.
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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 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.
4.1.11 Limitation of Representations and Warranties. The foregoing
representations and warranties are solely the representations and warranties of Borrowers. The
County in no way makes any representations or warranties with respect to the organization,
financial condition, or any other fact, with respect to any of the Districts listed in Schedule I hereto.
4.2 Representations and Warranties Upon Requests for Advances. Each
request for an Advance on behalf of any 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. Each 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.
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5.3.1 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 of Borrower, copies of
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. 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
each Borrower, shall perform its obligations under the Act, including without limitation, under
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Arizona Revised Statutes Section 11-604.01.E thereof, which Act is hereby incorporated herein
by reference.
5.8 Security Interest Grants. Each 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”). Each Borrower and Bank agree that, pursuant to the Act, Bank is entitled to
a 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 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 each 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 each 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 each 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 a 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
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Bank may sell participations in or assign all or portions the loan commitment contained in this
Agreement, and may exchange financial information about a Borrower, but not financial
information with regard to employees of such Borrower, with actual or potential participants or
assignees; provided, however, such actions shall not be taken by Bank without the prior written
approval of such Borrower, which approval shall not be unreasonably withheld.
10. COSTS, EXPENSES, AND FEES. Each 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 (a) in enforcement of the
Loan Documents and exercise of the rights and remedies of Bank, (b) 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, (c) in gaining possession of,
holding, preserving, and protecting the Collateral, (d) 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 (e) 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
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Attn: Contract Administration
320 W. Lincoln Street
Phoenix, AZ 85003-2494
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 a Borrower
has more than one loan or other credit accommodation with Bank, such 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. EACH 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.
13
4841-6602-5705.4

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, 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”). Each 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 such Borrower
pursuant to the Transactions shall be reduced to the maximum amount permitted by law;
and
(b) any excess amount previously collected from such 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 Borrowers 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. Each Borrower acknowledges and
agrees that the transaction described in this Agreement is an arm's length commercial transaction
between such 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 any 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 any Borrower with respect to the
14
4841-6602-5705.4

transaction contemplated hereby and the discussions, undertakings and procedures leading thereto
(whether or not Bank, or any affiliate of Bank, has provided other services or advised, or is
currently providing other services or advising any Borrower on other matters), (d) Bank has
financial and other interests that differ from those of such Borrower, and (e) such 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 Arizona Revised Statutes Section 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. Each 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 PAGES FOLLOW]
15
4841-6602-5705.4

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 the Districts Listed on Schedule I hereto
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
4841-6602-5705.4

[Signature Page to Maricopa Loan Agreement (Districts)]
4841-6602-5705.4

SCHEDULE I
COMMITMENT AMOUNTS
DISTRICT NAMES AND CREDIT LINE LIMITS
Name District
School Districts Number Credit Limits
PHOENIX ELEMENTARY SCHOOL DISTRICT 1 10,000,000
RIVERSIDE ELEMENTARY SCHOOL 2 1,000,000
DISTRICT
TEMPE ELEMENTARY SCHOOL DISTRICT 3 10,000,000
MESA UNIFIED SCHOOL DISTRICT 4 40,000,000
WASHINGTON ELEMENTARY SCHOOL 6 20,000,000
DISTRICT
WILSON ELEMENTARY SCHOOL DISTRICT 7 2,500,000
OSBORN ELEMENTARY SCHOOL DISTRICT 8 1,500,000
WICKENBURG UNIFIED SCHOOL DISTRICT 9 2,500,000
PEORIA UNIFIED SCHOOL DISTRICT 11 42,000,000
CREIGHTON ELEMENTARY SCHOOL 14 12,000,000
DISTRICT
TOLLESON ELEMENTARY SCHOOL 17 2,000,000
DISTRICT
MURPHY ELEMENTARY SCHOOL DISTRICT 21 2,500,000
GILA BEND UNIFIED SCHOOL DISTRICT 24 1,000,000
LIBERTY ELEMENTARY SCHOOL DISTRICT 25 3,000,000
KYRENE ELEMENTARY SCHOOL DISTRICT 28 4,500,000
BALSZ ELEMENTARY SCHOOL DISTRICT 31 4,000,000
BUCKEYE ELEMENTARY SCHOOL 33 5,000,000
DISTRICT
MADISON ELEMENTARY SCHOOL 38 5,000,000
DISTRICT
GLENDALE ELEMENTARY SCHOOL 40 18,000,000
DISTRICT
GILBERT UNIFIED SCHOOL DISTRICT 41 45,000,000
AVONDALE ELEMENTARY SCHOOL 44 5,000,000
DISTRICT
FOWLER ELEMENTARY SCHOOL DISTRICT 45 2,500,000
ARLINGTON ELEMENTARY SCHOOL 47 400,000
DISTRICT
SCOTTSDALE UNIFIED SCHOOL DISTRICT 48 24,000,000
PALO VERDE ELEMENTARY SCHOOL 49 250,000
DISTRICT
LAVEEN ELEMENTARY SCHOOL DISTRICT 59 3,200,000
HIGLEY UNIFIED SCHOOL DISTRICT 60 9,950,000
UNION ELEMENTARY SCHOOL DISTRICT 62 2,200,000
AGUILA ELEMENTARY SCHOOL DISTRICT 63 450,000
LITTLETON ELEMENTARY SCHOOL 65 7,500,000
DISTRICT
ROOSEVELT ELEMENTARY SCHOOL 66 17,400,000
4841-6602-5705.4

DISTRICT
ALHAMBRA ELEMENTARY SCHOOL 68 4,000,000
DISTRICT
PARADISE VALLEY UNIFIED SCHOOL 69 20,000,000
DISTIRICT
SENTINEL ELEMENTARY SCHOOL DISTRICT 71 200,000
MORRISTOWN ELEMENTARY SCHOOL 75 400,000
DISTRICT
LITCHFIELD ELEMENTARY SCHOOL 79 5,000,000
DISTRICT
CHANDLER UNIFIED SCHOOL DISTRICT 80 41,500,000
NADABURG UNIFIED SCHOOL DISTRICT 81 2,000,000
CARTWRIGHT ELEMENTARY SCHOOL 83 35,000,000
DISTRICT
MOBILE ELEMENTARY SCHOOL DISTRICT 86 275,000
DYSART UNIFIED SCHOOL DISTRICT 89 20,000,000
SADDLE MOUNTAIN UNIFIED SCHOOL 90 2,700,000
DISTRICT
PENDERGAST ELEMENTARY SCHOOL 92 16,000,000
DISTRICT
CAVE CREEK UNIFIED SCHOOL DISTRICT 93 4,000,000
PALOMA ELEMENTARY SCHOOL DISTRICT 94 525,000
QUEEN CREEK UNIFIED SCHOOL DISTRICT 95 4,000,000
DEER VALLEY UNIFIED SCHOOL DISTRICT 97 29,000,000
FOUNTAIN HILLS UNIFIED SCHOOL 98 3,000,000
DISTRICT
BUCKEYE UNION HIGH SCHOOL DISTRICT 201 9,400,000
GLENDALE UNION HIGH SCHOOL DISTRICT 205 20,000,000
PHOENIX UNION HIGH SCHOOL DISTRICT 210 14,000,000
TEMPE UNION HIGH SCHOOL DISTRICT 213 4,000,000
TOLLESON UNION HIGH SCHOOL DISTRICT 214 2,000,000
AGUA FRIA UNION HIGH SCHOOL DISTRICT 216 8,500,000
WESTERN MARICOPA EDUCATION 402 1,000,000
CENTER DISTRICT
MARICOPA COUNTY REGIONAL SCHOOL 509 1,500,000
DISTRICT
Fire Districts
ARIZONA FIRE AND MEDICAL AUTHORITY 4,200,000
BUCKEYE VALLEY RURAL FIRE DISTRICT 1,800,000
CHANDLER COUNTY ISLAND FIRE DISTRICT 375,000
CIRCLE CITY \ MORRISTOWN VOLUNTEER 100,000
FD
DAISY MOUNTAIN FIRE DISTRICT 3,500,000
GILBERT COUNTY ISLAND FIRE DISTRICT 275,000
HARQUAHALA VALLEY FIRE DISTRICT 450,000
QUEEN CREEK COUNTY ISLAND FIRE 100,000
4841-6602-5705.4

DISTRICT
RIO VERDE FIRE DISTRICT 500,000
SUN CITY FIRE DISTRICT 3,000,000
TEMPE COUNTY ISLAND FIRE DISTRICT 35,000
SPECIAL DISTRICTS
MARICOPA COUNTY SPECIAL HEALTH 30,000,000
CARE DISTRICT
Total $ 596,685,000
4841-6602-5705.4

Exhibit A
To
Business Loan Agreement
SPECIMEN OF PROMISSORY NOTE
Exhibit A
4841-6602-5705.4

THIS NOTE IS IN FULLY REGISTERED FORM AND IS NOT TRANSFERABLE
EXCEPT ON THE REGISTRATION BOOKS OF BORROWER
MARICOPA COUNTY DISTRICTS 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: Commitment Amount Cap (as defined in and subject to adjustment from time
to time in accordance with the hereinafter defined Loan Agreement)
1. PROMISE TO PAY AND INTEREST. For value received, the undersigned,
EACH OF THE DISTRICTS IDENTIFIED IN SCHEDULE I HERETO, ACTING THROUGH
THE MARICOPA COUNTY TREASURER, AS ITS AGENT (each a “Borrower” and
collectively, “Borrowers”) 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, (a) in the aggregate for all
Borrowers, the principal sum equal to the Commitment Amount Cap (as such term is defined in
and subject to adjustment from time to time in accordance with the Business Loan Agreement)
(Maricopa County Districts Revolving Line of Credit), of even date herewith (“Loan Agreement”),
between Borrowers and Bank, as it may be amended, modified, extended, renewed, restated, or
supplemented from time to time), and (b) with respect to each Borrower, the lesser of the unpaid
Advances under the Loan Agreement or the maximum amount shown for such Borrower on
Schedule I hereto, as it may be amended from time to time, in either case as shown on the records
of Bank which, when in agreement with the records of a 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). Neither the Maricopa County Treasurer nor Maricopa County shall
be liable for amounts owed by any Borrower hereunder.
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
4841-6602-5705.4

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 by mutual agreement between Borrowers, 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
each Borrower receives “nonrestricted operating revenues”, as such term is used in the Act. On the
Maturity Date each 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. Subject to Section 11(b) of this Note, 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. Each 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, each Borrower shall pay to Bank all outstanding
principal, interest and Other Amounts on June 30 of each year relating to such Borrower. So long
as a Borrower makes such payment, such 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. Subject to Section 11(b) of this Note, 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. A Borrower may prepay the outstanding principal balance
hereof relating to such Borrower, in whole or in part, at any time prior to the Maturity Date
without penalty or premium.
2
4841-6602-5705.4

9. NO COUNTERCLAIMS, DEDUCTIONS, ETC. All payments and other
obligations of each 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”) as to any Borrower to which the Event of Default applies:
(a) Failure by a Borrower to pay when due (i) any amount payable by such
Borrower under any of the Loan Documents, or (ii) any other indebtedness of such
Borrower to Bank.
(b) Failure by a Borrower to perform any material obligation not involving the
payment of money, or to comply with any other term or condition applicable to such
Borrower, in any of the Loan Documents.
(c) Any representation or warranty made by a Borrower in any of the Loan
Documents or otherwise or any information delivered by such 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 a 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 each Borrower (collectively, the “Collateral”)
as security for the obligations of a Borrower under the Loan Documents, (ii) the financial
condition of a Borrower, or (iii) the ability of a Borrower to pay the monetary obligations
of such Borrower under the Loan Documents.
(e) A Borrower (i) is unable or admits in writing such 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 a Borrower.
(g) Attachment, garnishment, levy of execution, or seizure by legal process of
any or all Collateral of a Borrower, except any pre-judgment attachment or garnishment
of any or all Collateral.
3
4841-6602-5705.4

(h) Any legal proceeding or other action against or affecting any or all
Collateral of a 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 a 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.
(j) Any Collateral of a Borrower becomes subject to any lien or security
interest, other than the security interest granted to Bank in this Note.
(k) Any Collateral of a 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) A 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) A 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 a 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. (a) 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,
4
4841-6602-5705.4

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.
(b) Notwithstanding anything herein or in any other Loan Documents to the contrary, upon
the occurrence of an Event of Default set forth in Section 10(a)(i) of this Note (herein a “Payment
Default”), the interest rate on this Note shall not increase to the Default Rate and the Bank shall
not exercise any remedies after such Payment Default including, without limitation, declaring the
obligations in the Loan Documents to be immediately due and payable, until August 31 of the
same calendar year (such period from and including the occurrence of an Event of Default set forth
in Section 10(a)(i) to and including August 31 of the same calendar year herein, the “Stay Period”).
For the avoidance of doubt, upon the occurrence of any Event of Default other than an Event of
Default set forth in Section 10(a)(i) during the Stay Period, the interest rate on this Note shall
increase to the Default Rate and the Bank may exercise any and all remedies available under the
Loan Documents, at law or in equity.
(c) In furtherance of Section 11(b) above, during the Stay Period, the Bank’s commitment
to make Advances to the defaulting Borrower shall not terminate; provided that such Borrower’s
Commitment Amount shall be reduced by the amount of principal that was not paid when due. For
the avoidance of doubt, upon the occurrence and during the continuance of any Event of Default
other than an Event of Default set forth in Section 10(a)(i) during the Stay Period, the Bank, in its
absolute and sole discretion and without notice, may terminate the commitment to make Advances
to the defaulting Borrower.
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,
business, operations, or property of a 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. Each 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. Each 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.
5
4841-6602-5705.4

16. 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 NOTE. THIS PROVISION IS A MATERIAL
INDUCEMENT TO BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN.
17. WAIVER OF SPECIAL DAMAGES. EACH 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 PAGES FOLLOW]
6
4841-6602-5705.4

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
4841-6602-5705.4

SCHEDULE I
COMMITMENT AMOUNTS
DISTRICT NAMES AND CREDIT LINE LIMITS
Name District
School Districts Number Credit Limits
PHOENIX ELEMENTARY SCHOOL DISTRICT 1 10,000,000
RIVERSIDE ELEMENTARY SCHOOL 2 1,000,000
DISTRICT
TEMPE ELEMENTARY SCHOOL DISTRICT 3 10,000,000
MESA UNIFIED SCHOOL DISTRICT 4 40,000,000
WASHINGTON ELEMENTARY SCHOOL 6 20,000,000
DISTRICT
WILSON ELEMENTARY SCHOOL DISTRICT 7 2,500,000
OSBORN ELEMENTARY SCHOOL DISTRICT 8 1,500,000
WICKENBURG UNIFIED SCHOOL DISTRICT 9 2,500,000
PEORIA UNIFIED SCHOOL DISTRICT 11 42,000,000
CREIGHTON ELEMENTARY SCHOOL 14 12,000,000
DISTRICT
TOLLESON ELEMENTARY SCHOOL 17 2,000,000
DISTRICT
MURPHY ELEMENTARY SCHOOL DISTRICT 21 2,500,000
GILA BEND UNIFIED SCHOOL DISTRICT 24 1,000,000
LIBERTY ELEMENTARY SCHOOL DISTRICT 25 3,000,000
KYRENE ELEMENTARY SCHOOL DISTRICT 28 4,500,000
BALSZ ELEMENTARY SCHOOL DISTRICT 31 4,000,000
BUCKEYE ELEMENTARY SCHOOL 33 5,000,000
DISTRICT
MADISON ELEMENTARY SCHOOL 38 5,000,000
DISTRICT
GLENDALE ELEMENTARY SCHOOL 40 18,000,000
DISTRICT
GILBERT UNIFIED SCHOOL DISTRICT 41 45,000,000
AVONDALE ELEMENTARY SCHOOL 44 5,000,000
DISTRICT
FOWLER ELEMENTARY SCHOOL DISTRICT 45 2,500,000
ARLINGTON ELEMENTARY SCHOOL 47 400,000
DISTRICT
SCOTTSDALE UNIFIED SCHOOL DISTRICT 48 24,000,000
PALO VERDE ELEMENTARY SCHOOL 49 250,000
DISTRICT
LAVEEN ELEMENTARY SCHOOL DISTRICT 59 3,200,000
HIGLEY UNIFIED SCHOOL DISTRICT 60 9,950,000
UNION ELEMENTARY SCHOOL DISTRICT 62 2,200,000
AGUILA ELEMENTARY SCHOOL DISTRICT 63 450,000
LITTLETON ELEMENTARY SCHOOL 65 7,500,000
4841-6602-5705.4

DISTRICT
ROOSEVELT ELEMENTARY SCHOOL 66 17,400,000
DISTRICT
ALHAMBRA ELEMENTARY SCHOOL 68 4,000,000
DISTRICT
PARADISE VALLEY UNIFIED SCHOOL 69 20,000,000
DISTIRICT
SENTINEL ELEMENTARY SCHOOL DISTRICT 71 200,000
MORRISTOWN ELEMENTARY SCHOOL 75 400,000
DISTRICT
LITCHFIELD ELEMENTARY SCHOOL 79 5,000,000
DISTRICT
CHANDLER UNIFIED SCHOOL DISTRICT 80 41,500,000
NADABURG UNIFIED SCHOOL DISTRICT 81 2,000,000
CARTWRIGHT ELEMENTARY SCHOOL 83 35,000,000
DISTRICT
MOBILE ELEMENTARY SCHOOL DISTRICT 86 275,000
DYSART UNIFIED SCHOOL DISTRICT 89 20,000,000
SADDLE MOUNTAIN UNIFIED SCHOOL 90 2,700,000
DISTRICT
PENDERGAST ELEMENTARY SCHOOL 92 16,000,000
DISTRICT
CAVE CREEK UNIFIED SCHOOL DISTRICT 93 4,000,000
PALOMA ELEMENTARY SCHOOL DISTRICT 94 525,000
QUEEN CREEK UNIFIED SCHOOL DISTRICT 95 4,000,000
DEER VALLEY UNIFIED SCHOOL DISTRICT 97 29,000,000
FOUNTAIN HILLS UNIFIED SCHOOL 98 3,000,000
DISTRICT
BUCKEYE UNION HIGH SCHOOL DISTRICT 201 9,400,000
GLENDALE UNION HIGH SCHOOL DISTRICT 205 20,000,000
PHOENIX UNION HIGH SCHOOL DISTRICT 210 14,000,000
TEMPE UNION HIGH SCHOOL DISTRICT 213 4,000,000
TOLLESON UNION HIGH SCHOOL DISTRICT 214 2,000,000
AGUA FRIA UNION HIGH SCHOOL DISTRICT 216 8,500,000
WESTERN MARICOPA EDUCATION 402 1,000,000
CENTER DISTRICT
MARICOPA COUNTY REGIONAL SCHOOL 509 1,500,000
DISTRICT
Fire Districts
ARIZONA FIRE AND MEDICAL AUTHORITY 4,200,000
BUCKEYE VALLEY RURAL FIRE DISTRICT 1,800,000
CHANDLER COUNTY ISLAND FIRE DISTRICT 375,000
CIRCLE CITY \ MORRISTOWN VOLUNTEER 100,000
FD
DAISY MOUNTAIN FIRE DISTRICT 3,500,000
GILBERT COUNTY ISLAND FIRE DISTRICT 275,000
4841-6602-5705.4

HARQUAHALA VALLEY FIRE DISTRICT 450,000
QUEEN CREEK COUNTY ISLAND FIRE 100,000
DISTRICT
RIO VERDE FIRE DISTRICT 500,000
SUN CITY FIRE DISTRICT 3,000,000
TEMPE COUNTY ISLAND FIRE DISTRICT 35,000
SPECIAL DISTRICTS
MARICOPA COUNTY SPECIAL HEALTH 30,000,000
CARE DISTRICT
Total $596,685,000
4841-6602-5705.4

Exhibit B
To
Business Loan Agreement
(Maricopa County Districts Revolving Line of Credit)
ADDENDUM NO.
EFFECTIVE DATE
PARTIES: Borrower Maricopa County, Arizona Board of Supervisors for each
of the Districts listed in Schedule I attached to the
hereinafter defined Agreement, through the Maricopa
County Treasurer, as their agent
Bank JPMorgan Chase Bank, N.A., a national banking
association authorized to do business in the State of
Arizona
RECITAL:
Bank and Borrowers are parties to that certain Business Loan Agreement (Maricopa
County Districts Revolving Line of Credit), dated July 1, 2021 (“Agreement”), and Promissory
Note, dated July 1, 2021 (“Note”), as the Agreement and Note have been heretofore amended,
modified, extended, renewed, restated, or supplemented. Bank and Borrowers 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 Borrowers 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. Modifications to Schedule I. Schedule I to the Agreement and Schedule Ito the
Note are hereby amended as follows (the “Modifications”):
[The following Districts are hereby added to the Agreement and Note, as Borrowers, and
hereby assume all rights and obligations of a Borrower, subject to the credit limits set forth below:]
Name Commitment Amounts
Exhibit B
4841-6602-5705.4

[The Credit Limits for the following listed Borrowers are hereby modified as follows:]
Name Previous Commitment New Commitment
Amounts Amounts
3. Schedule I-A. To incorporate the Modifications into the Agreement and Note,
Schedule I to the Agreement, and Schedule I to the Note are hereby deleted in their entirety and
replaced with the Schedule attached hereto as Schedule I-A. After the Effective Date, all references
in the Agreement and Note to Schedule I shall mean and refer to Schedule I-A, attached hereto.
4. 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_.
5. Commitment Amount Cap/Principal Amount of Note. The Commitment Amount
Cap and the Principal Amount of Note are hereby modified to be the amount of
and No/100 Dollars ($ . ) (the “Revised Amount”); provided,
however, that the definitions of Commitment Amount and Commitment Amount Cap shall not,
in and of themselves, have any effect on any Scheduled Commitment Expiration Date, the Maturity
Date or the Servicing Bank Term.
6. 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.
7. Representations and Warranties. Each 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 with respect to such Borrower, except as Borrower shall have
otherwise notified Bank in writing prior to the Effective Date.
8. 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 Borrowers have caused this Addendum to be
executed and delivered as of the Effective Date.
Exhibit B
4841-6602-5705.4

MARICOPA COUNTY TREASURER,
As Agent for the Districts Listed on Schedule I to the Agreement
By:
Name: John M. Allen
Title: Maricopa County Treasurer
JPMORGAN CHASE BANK, N.A.
By:
Name: David Chan
Title: Authorized Officer