PROMISSORY NOTE – 2021 MARICOPA COUNTY LINE OF CREDIT (DISTRICTS).PDF

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 price loans to its
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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.
4840-4866-0207.1 2

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.
4840-4866-0207.1 3

(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, discontinuance,
or failure to exercise any right or remedy of Bank shall not be a waiver thereof, or of any other
4840-4866-0207.1 4

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.
4840-4866-0207.1 5

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]
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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
4840-4866-0207.1

SCHEDULE I
COMMITMENT AMOUNTS
DISTRICT NAMES AND CREDIT LINE LIMITS
Name District Credit
School Districts Number Limits
PHOENIX ELEMENTARY SCHOOL DISTRICT 1 10,000,000
RIVERSIDE ELEMENTARY SCHOOL DISTRICT 2 1,000,000
TEMPE ELEMENTARY SCHOOL DISTRICT 3 10,000,000
MESA UNIFIED SCHOOL DISTRICT 4 40,000,000
WASHINGTON ELEMENTARY SCHOOL DISTRICT 6 20,000,000
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 DISTRICT 14 12,000,000
TOLLESON ELEMENTARY SCHOOL DISTRICT 17 2,000,000
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 DISTRICT 33 5,000,000
MADISON ELEMENTARY SCHOOL DISTRICT 38 5,000,000
GLENDALE ELEMENTARY SCHOOL DISTRICT 40 18,000,000
GILBERT UNIFIED SCHOOL DISTRICT 41 45,000,000
AVONDALE ELEMENTARY SCHOOL DISTRICT 44 5,000,000
FOWLER ELEMENTARY SCHOOL DISTRICT 45 2,500,000
ARLINGTON ELEMENTARY SCHOOL DISTRICT 47 400,000
SCOTTSDALE UNIFIED SCHOOL DISTRICT 48 24,000,000
PALO VERDE ELEMENTARY SCHOOL DISTRICT 49 250,000
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 DISTRICT 65 7,500,000
ROOSEVELT ELEMENTARY SCHOOL DISTRICT 66 17,400,000
ALHAMBRA ELEMENTARY SCHOOL DISTRICT 68 4,000,000
PARADISE VALLEY UNIFIED SCHOOL DISTIRICT 69 20,000,000
SENTINEL ELEMENTARY SCHOOL DISTRICT 71 200,000
MORRISTOWN ELEMENTARY SCHOOL DISTRICT 75 400,000
LITCHFIELD ELEMENTARY SCHOOL DISTRICT 79 5,000,000
CHANDLER UNIFIED SCHOOL DISTRICT 80 41,500,000
4840-4866-0207.1

Name District Credit
School Districts Number Limits
NADABURG UNIFIED SCHOOL DISTRICT 81 2,000,000
CARTWRIGHT ELEMENTARY SCHOOL DISTRICT 83 35,000,000
MOBILE ELEMENTARY SCHOOL DISTRICT 86 275,000
DYSART UNIFIED SCHOOL DISTRICT 89 20,000,000
SADDLE MOUNTAIN UNIFIED SCHOOL DISTRICT 90 2,700,000
PENDERGAST ELEMENTARY SCHOOL DISTRICT 92 16,000,000
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 DISTRICT 98 3,000,000
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 CENTER 402 1,000,000
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 FD 100,000
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 DISTRICT 100,000
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 CARE 30,000,000
DISTRICT
Total $596,685,000
4840-4866-0207.1 Schedule I-2