THIRD AMENDMENT TO IGA.PDF

THIRD AMENDMENT TO
ASSISTANCE PACKAGE
INTERGOVERNMENTAL AGREEMENT
BY AND BETWEEN
MARICOPA COUNTY, ARIZONA
(a political subdivision of the State of Arizona)
AND
MARICOPA COUNTY SPECIAL HEALTH CARE DISTRICT
(a tax-levying special health care district of the State of Arizona)
DATED AS OF SEPTEMBER , 2015

THIRD AMENDMENT TO ASSISTANCE PACKAGE
INTERGOVERNMENTAL AGREEMENT
DATE: September , 2015 ("Effective Date")
PARTIES: MARICOPA COUNTY, ARIZONA, a political subdivision of the State of Arizona
("County");
and
MARICOPA COUNTY SPECIAL HEALTH CARE DISTRICT, a tax-levying special
health care district of the State of Arizona ("District")
RECITALS:
A. Arizona Revised Statutes § 11-952 authorizes public agencies to enter into intergovernmental
agreements with other public agencies.
B. The County and the District entered into the Assistance Package Intergovernmental Agreement
dated August 10, 2005, and as amended by the First Amendment to Assistance Package
Intergovernmental Agreement, also known as AHCCCS Security Intergovernmental Agreement, which
First Amendment was dated September 21, 2005, and as further amended in the Second Amended
Assistance Package Intergovernmental Agreement dated as of September 3, 2013 (the Second Amended
Assistance Package Intergovernmental Agreement is hereinafter referred to as the "Agreement").
C. The Agreement was executed and delivered pursuant to another agreement between the County
and the District titled the Second Amended and Restated Intergovernmental Agreement, which was also
dated as of September 3, 2013, and contained several undertakings by the County and the District,
including but not limited to execution and delivery of the Agreement setting out the District's repayment
obligations to the County for financial assistance given the District by the County.
D. The parties acknowledge that the District has not paid the amount due under Section 2.1 of the
Agreement and the District Loan Amount Promissory Note delivered in connection with the Agreement;
such payment was due on August 1, 2015.
E. This Third Amendment to the Agreement ("Third Amendment") is intended to address the
outstanding amount due to the County from the District as described in paragraph D. above, and to set out
the parties' intentions and agreement regarding payment of that amount. The parties intend that execution
and delivery of this Third Amendment will effectively amend and restate the duties set out in Section 2.1
of the Agreement, but that the other provisions of the Agreement will remain effective unless inconsistent
with the terms of this Third Amendment.
THEREFORE, in consideration of the mutual agreements expressed herein, it is agreed as follows:
1. DEFINITIONS. Unless otherwise defined herein, capitalized terms shall have the meaning ascribed
to such terms in the Agreement.
2. THE DISTRICT'S LOAN AMOUNT OBLIGATION.
2.1. District Loan Amount. The District shall pay the County the outstanding loan amount (as of
August 1, 2015) of Sixteen Million Six Hundred Five Thousand Thirty-four and 45/100 Dollars
($16,605,034.45) (the $15,433,000.00 loan amount plus accrued interest of $1,172,034.45
through August 1, 2015) by execution, delivery, and payment of the promissory note (the
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"Note") as set out in Section 3.1 below and the attached Exhibit A. Upon execution and delivery
of the Note as provided in this Third Amendment, the County shall return to the District the
executed original promissory note delivered pursuant to Section 3.1 of the Agreement.
3. DISTRICT LOAN AMOUNT PROMISSORY NOTE.
3.1. District Loan Amount Promissory Note. On the Effective Date of this Third Amendment, the
District shall execute and deliver to the County the Note in the form as shown in Exhibit A
attached hereto and made a part hereof. The Note shall be in the principal amount of Fifteen
Million Four Hundred Thirty-three Thousand and 00/100 Dollars ($15,433,000.00) and shall
require payment of interest on that principal amount at a rate of 1.518867949 percent per annum.
In addition the Note shall also require payment of One Million One Hundred Seventy-two
Thousand Thirty-four and 45/100 Dollars ($1,172,034.45) representing accrued unpaid interest
due from the District as of August 1, 2015, under the promissory note executed and delivered as
provided in Section 3.1 of the Agreement. The Note may be prepaid without penalty.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS.
4.1. Representations. Warranties and Covenants of District. The District represents and warrants to
the County as follows:
4.1.1. Organization and Standing. The District is a tax-levying special health care district
organized and operating pursuant to Arizona Revised Statutes Title 48, Chapter 31, and has
full power and authority to execute and deliver this Third Amendment and all other
documents contemplated hereby and necessary to carry out the transactions contemplated
hereby.
4.1.2. Authority. The execution, delivery and performance by the District of this Third
Amendment and all other documents contemplated hereby, the fulfillment of and
compliance with the respective terms and provisions hereof, and the consummation by the
District of the transaction contemplated hereby have been duly authorized by the District's
Board of Directors (which authorization has not been modified or rescinded and is in full
force and effect). No other action of the District is necessary for the District to enter into
this Third Amendment and all other documents contemplated hereby and to consummate
the transaction contemplated hereby.
4.1.3. Binding Obligation. This Third Amendment and all other documents to be executed by the
District pursuant hereto, when executed and delivered in accordance with the provisions
hereof, shall be valid and binding obligations of the District, enforceable in accordance with
the respective terms hereof.
4.2. Representations and Warranties of County. The County represents and warrants to the District as
follows:
4.2.1. Organization and Standing. The County is a political subdivision of the State of Arizona.
The County has full power to execute and deliver this Third Amendment and all other
documents contemplated hereby and to carry out the transactions contemplated hereby.
4.2.2. Authority. The execution, delivery and performance by the County of this Third
Amendment and all other documents contemplated hereby, the fulfillment of and the
compliance with the respective terms and provisions thereof, and the consummation by the
county of the transactions contemplated hereby have been duly authorized by the County
Board of Supervisors (which authorization has not been modified or rescinded and is in full
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force and effect). No other action of the County is necessary for the County to enter into
this Third Amendment and all other documents contemplated hereby to consummate the
transaction contemplated hereby.
4.2.3 .Binding Obligation. This Third Amendment and all other documents to be executed by the
County pursuant hereto, when executed and delivered in accordance with the provisions
hereof, shall be valid and binding obligations of the County, enforceable in accordance with
the respective terms hereof.
5. DEFAULTS AND REMEDIES.
5.1. District Events of Default. Any one or more of the following specified events shall be a "District
Event of Default."
5.1.1. Failure to Perform. Failure of the District to observe or perform any covenant, condition or
agreement on its part to be performed or observed under this Third Amendment, including
but not limited to timely payment of all amounts due under the Promissory Note executed
and delivered pursuant to this Third Amendment.
5.1.2.Bankruptcy.
5.1.2.1. Voluntary. The District shall have commenced any case, proceeding or other
action (i) under the United States Bankruptcy Code, or of any other existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered with
respect to the District seeking to adjudicate the District a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
discharge, composition or other relief with respect to the District or the debts of the
District, or (ii) seeking appointment of a receiver, custodian or other similar official
for the District for all or any substantial part of the District's assets, or the District
shall make a general assignment for the benefit of the District's creditors.
5.1.2.2. Involuntary. There shall be commenced against the District any case, proceeding
or other action which results in the entry of any order for relief or the appointment of a
trustee under the United States Bankruptcy Code, which action is not stayed or
dismissed within a period of one hundred twenty (120) days.
5.1.2.3. Assignment for Creditors. The District makes an assignment for the benefit of
creditors or any reorganization, receivership, moratorium or other debtor-relief
proceedings are commenced by or against the District.
5.1.2.4. Other. There shall be commenced against the District (i) any case, proceeding, or
other action seeking issuance of a writ of attachment, execution, distraint or similar
process against all or any substantial part of the District's assets ("District Writ"), or
(ii) any reorganization, receivership, moratorium or other debtor relief proceeding
which results in the entry of an order for any such relief ("District Proceeding"),
which the District Writ or District Proceeding shall not have been vacated, discharged
or stayed or bonded pending appeal within one hundred twenty (120) days from the
entry thereof.
5.2. County Events of Default. Any one or more of the following specified events shall be a "County
Event of Default."
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5.2.1. Failure to Perform. Failure of the County to observe or perform any covenant, condition or
agreement on its part to be performed or observed under this Third Amendment.
5.2.2. Bankruptcy.
5.2.2.1. Voluntary. The County shall have commenced any case, proceeding or other
action (i) under the United States Bankruptcy Code, or of any other existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered with
respect to the County seeking to adjudicate the County a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
discharge, composition or other relief with respect to the County or the debts of the
County, or (ii) seeking appointment of a receiver, custodian or other similar official
for the County for all or any substantial part of the County's assets, or the County shall
make a general assignment for the benefit of the County's creditors.
5.2.2.2. Involuntary. There shall be commenced against the County any case, proceeding
or other action which results in the entry of any order for relief or the appointment of a
trustee under the United States Bankruptcy Code, which action is not stayed or
dismissed within a period of one hundred twenty (120) days.
5.2.2.3. Assignment for Creditors. The County makes an assignment for the benefit of
creditors or any reorganization, receivership, moratorium or other debtor-relief
proceedings are commenced by or against the County.
5.2.2.4. Other. There shall be commenced against the County (i) any case, proceeding or
other action seeking issuance of a writ of attachment, execution, distraint or similar
process against all or any substantial part of the Total System Property ("County
Writ"), or (ii) any reorganization, receivership, moratorium or other debtor relief
proceeding which results in the entry of an order for any such relief ("County
Proceeding") which results in the entry of an order for any such relief, which the
County Writ or County Proceeding shall not have been vacated, discharged or stayed
or bonded pending appeal within one hundred twenty (120) days from the entry
thereof.
5.3. Notice. The non-breaching party shall give written notice of default to the breaching party,
specifying the breach complained of by the non-breaching party. Failure or delay in giving such
notice shall not constitute a waiver of any breach, but the non-breaching party shall not be
entitled to exercise its rights and remedies (under this Third Amendment or otherwise) on
account of any such breach unless and until it shall have given the breaching party notice of such
breach and an opportunity to cure the same as hereinafter provided. Any failure or delay by
either party in asserting any of its rights or remedies as to any breach, shall not operate as a
waiver of any breach, or of any such rights or remedies, or deprive either such party of its right
to institute and maintain any actions or proceedings which it may deem necessary to protect,
assert or enforce any such rights or remedies.
5.4. Acceptance of Legal Process.
5.4.1. Upon County. In the event that any legal action is commenced by the District against the
County, service of process on the County shall be made by personal service upon the Clerk
of the Board at the address set forth in Section 6.9 of this Third Amendment, or in such
other manner as may be provided by law.
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5.4.2. Upon the District. In the event that any legal action is commenced by the County against
the District, service of process on the District shall be made by personal service upon the
Clerk of the Board of the District at the address set forth in Section 6.9 of this Third
Amendment, or in such other manner as may be provided by law, whether made within or
without the State of Arizona.
5.5. Cure Periods.
5.5.1. Accelerated Cure. In connection with the District Events of Default described in Sections
5.1.1 of this Third Amendment, the County shall provide the District with written notice of
such District Event of Default. The District then has five (5) Business Days within which to
cure such District Event of Default. In connection with the County Events of Default
described in Sections 5.2.1 of this Third Amendment, the District shall provide the County
with written notice of such County Event of Default. The County then has five (5) Business
Days within which to cure such County Event of Default.
5.5.2. Extended Cure. In connection with the District Events of Default described in Section
5.1.2 of this Amendment, the County shall provide the District with written notice of such
District Event of Default. The District then has thirty (30) days within which to cure such
District Event of Default; provided, however, that if it is not reasonably possible to cure
such District Event of Default within the thirty (30) day period, such cure period will be
extended so long as the District has commenced and thereafter diligently continues to
pursue a cure for such District Event of Default. In connection with the County Event of
Default described in Section 5.2.2 of this Amendment, the District shall provide the County
with written notice of such County Event of Default. The County then has thirty (30) days
within which to cure such County Event of Default; provided, however, that if it is not
reasonably possible to cure such County Event of Default within the thirty (30) day period,
such cure period will be extended so long as the County has commenced and thereafter
diligently continues to pursue a cure for such County Event of Default.
6. MISCELLANEOUS PROVISIONS.
6.1. Effect of Third Amendment. The District and the County intend that this Third Amendment will
amend and restate the rights and obligations regarding the payment of the outstanding amount
due as set out in Section 2.1 of the Agreement and the promissory note delivered by the District
pursuant to Section 3.1 of the Agreement, and that the remaining provisions of the Agreement
will continue in effect unless inconsistent with the provisions of this Third Amendment.
6.2. No Partnership, Agency or Joint Venture. This Third Amendment does not create any
relationship between the Parties, including but not limited to partnership, joint venture, or agency
relationship..
6.3. Tenn. This Third Amendment shall become effective as of the date set out on the first page of
this Third Amendment, and shall terminate upon performance in full of all obligations
contemplated in this Third Amendment.
6.4. Assets Upon Dissolution. Pursuant to A.R.S. § 48-5507, upon dissolution of the District, all
property, buildings, equipment and other items owned by the District (after paying for or
providing for all liabilities of the District) shall be conveyed to the County.
6.5. Severability. If any provision of this Third Amendment is held invalid or unenforceable, the
remaining provisions shall continue valid and enforceable to the full extent permitted by law.
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6.6. Compliance with Law. The County and the District shall comply with all applicable statutes,
laws, regulations, rules and professional standards. To the extent that an y term or provision of
this Third Amendment is not in compliance with any such applicable statutes, laws, re gulations,
rules or professional standards, the Count y and the District shall negotiate in good faith to amend
such term or provision so as to prevent or eliminate any such failure to comply.
6.7. Conflict of Interest. This Third Amendment may be cancelled in accordance with A.R.S. § 38-
511, if within three (3) years of its execution, any person significantly involved in the initiating,
negotiating, securing, drafting or creation of this Third Amendment becomes an emplo yee or
agent of the other party to the Third Amendment in any capacity or a consultant to the other
party with respect to the subject matter of this Third Amendment.
6.8. Arbitration. The parties agree to arbitrate disputes as re quired by A.R.S. § 12-133 ; unless
arbitration is required under that statute, neither party is obliged to submit or consent to
arbitration of any dispute relating to this Third Amendment, includin g but not limited to any
action by the County to enforce its rights under the Note delivered pursuant to this Third
Amendment. The parties intend to eliminate, for purposes of this Third Amendment, an y
arbitration provisions set out in the Agreement.
6.9. Notice. All notices or demands upon any party relating to this Third Amendment shall be in
writing and shall be delivered in person or sent by mail addressed as follows:
County: Maricopa County
301 W. Jefferson, 10th Floor
Phoenix AZ 85007
District: Maricopa County Special Health Care District
2601 East Roosevelt
Phoenix AZ 85008
6.10. Entire Agreement. This Third Amendment and the exhibits attached hereto constitute the entire
agreement and understanding of the parties with respect to the subject matter hereof and thereof.
This Third Amendment may not be amended, modified, extended or renewed except in writin g
executed by the County and the District.
6.10.1. Additional Acts and Documents. Each party hereto agrees to do all such thin gs and take
all such actions, and to make, execute and deliver such other documents and instruments, as
shall be reasonably requested to carry out the provisions, intent and purpose of this Third
Amendment.
IN WITNESS WHEREOF, the parties have executed this Third Amendment the da y and year first above
written.
MARICOPA COUNTY, a political MARICOPA COUNTY SPECIAL HEALTH
subdivision of the State of Arizona CARE DISTRICT, a tax-levying special health
("County") care district of the State of Arizona ("District")
By: By: dc-d1Z--
Steve Chucri, Chairman erence McMahon, Chairman
Maricopa County Board of Supervisors Maricopa County Special Health
Care District
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ATTEST: ATTEST:
Clerk of the Board Clerk of the Board
APPROVED AS TO FORM: APPROVED AS TO FORM:
MARICOPA COUNTY ATTORNEY
Deputy County Attorney

EXHIBIT "A"
PROMISSORY NOTE
$15,433,000.00 Phoenix, Arizona
September , 2015
FOR VALUE RECEIVED, the Maricopa County Special Health Care District, a tax- levying special
health care district of the State of Arizona (the "Maker"), promises to pay to the order of Maricopa
County, a political subdivision of the State of Arizona, at Phoenix, Arizona, (the "Holder"), its successors
and assigns, the principal sum of Fifteen Million Four Hundred Thirty-three Thousand and 00/100 Dollars
($15,433,000.00), plus unpaid accrued interest (as of August 1, 2015) of One Million One Hundred
Seventy-two Thousand Thirty-four and 45/100 dollars ($1,172,034.45), plus accrued interest on the
principal sum of $15,433,000.00 only, beginning August 1, 2015, at the rate of 1.518867949 percent per
annum, in twelve installments, the first installment is due on November 30, 2015, and the twelfth and
fmal installment to be due on August 31, 2018, as set out in the following payment schedule:
Due Date Balance Amount Due
11/30/15 16,605,034.45 1,414,000.00
02/28/16 15,269,170.08 1,414,000.00
05/30/16 13,908,402.60 1,414,000.00
08/31/16 12,542,265.93 1,414,000.00
11/30/16 11,170,760.06 1,414,000.00
02/28/17 9,793,884.99 1,414,000.00
05/31/17 8,411,640.72 1,414,000.00
08/31/17 7,024,027.25 1,414,000.00
11/30/17 5,631,044.59 1,414,000.00
02/28/18 4,232,692.73 1,414,000.00
05/31/18 2,828,971.67 1,414,000.00
08/31/18 1,414,512.21 1,414,512.21
Total $ 16,968,512.21
If any costs or fees are incurred by Holder regarding enforcement of this Note, all payments and other
credits shall be applied first to such costs and fees before any reduction in principal; then, the outstanding
amount of principal and interest thereon shall be adjusted to reflect the application of such costs and fees.
This Note is executed pursuant to that certain Assistance Package Intergovernmental Agreement dated
August 10, 2005, as amended by First Amendment to Assistance Package Intergovernmental Agreement
dated September 21, 2005, and as amended by Second Amendment to Assistance Package
Intergovernmental Agreement dated as of September 3, 2013, and as amended by the Third Amendment
to Assistance Package Intergovernmental Agreement dated as of September , 2015.
Demand, notice and protest are expressly waived.
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If suit or other legal proceeding or any other action is taken by Holder to collect all or any part of the
indebtedness evidenced hereby, the Maker promises to pay the Holder's reasonable attorney's fees and
other costs (to be determined by the court and not by jury) incurred thereby. Such fees and costs shall be
included in any judgment obtained by the Holder, and shall bear interest at the Default Rate described
below.
After maturity or any default (and after the expiration of any notice or cure period applicable to any
default other than the failure to make timely payment), then all amounts outstanding hereunder shall
thereafter bear interest at the rate of ten percent (10%) per annum ("Default Rate") until paid.
Failure of the Holder to exercise any option hereunder shall not constitute a waiver of the right to exercise
the same in the event of any subsequent default or in the event of continuance of any existing default after
demand for strict performance thereof.
This Note shall be construed according to the substantive laws and judicial decisions of the State of
Arizona. Any action brought to enforce this Note may be commenced and maintained in the Superior
Court of the State of Arizona in and for the County of Maricopa.
Maker and any sureties, endorsers and guarantors irrevocably consent to jurisdiction and venue in such
court for such purpose.
IN WITNESS WHEREOF, this Note has been executed as of the date first written above.
MARICOPA COUNTY SPECIAL HEALTH CARE
DISTRICT, a tax-levying special health care district
of the State of Arizona ("Maker")
Terence McMahon, Chainuan
Maricopa County Special Health Care District
Attorney for the Marie
Health Care District
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