MARICOPA COPS 2022 - APPROVED AS TO FORM AUTHORIZING RESOLUTION.DOC

CERTIFICATES OF PARTICIPATION
010-9044-3390/6
A RESOLUTION OF THE BOARD OF SUPERVISORS OF 
MARICOPA COUNTY, ARIZONA AUTHORIZING THE 
LEASE AND LEASE-PURCHASE BACK OF CERTAIN REAL 
PROPERTY, INCLUDING BUILDINGS AND STRUCTURES, 
IN ORDER TO FINANCE CAPITAL PROJECTS FOR THE 
COUNTY; 
AUTHORIZING 
THE 
EXECUTION 
AND 
DELIVERY OF AMENDMENTS AND SUPPLEMENTS TO A 
LEASE-PURCHASE 
AGREEMENT 
AND 
A 
TRUST 
AGREEMENT AND OTHER NECESSARY AGREEMENTS, 
INSTRUMENTS AND DOCUMENTS; APPROVING THE 
EXECUTION AND DELIVERY OF CERTIFICATES OF 
PARTICIPATION 
TO 
PROVIDE 
THE 
NECESSARY 
FINANCING THEREFOR; AND AUTHORIZING OTHER 
ACTIONS AND MATTERS IN CONNECTION THEREWITH.
C-_____________
WHEREAS, Maricopa County, Arizona (the “County”), as lessee, previously 
entered into a Lease-Purchase Agreement, dated as of June 1, 2015 (the “Original Lease-
Purchase Agreement”), which was amended by a First Amendment to Lease-Purchase 
Agreement, dated as of August 1, 2016, a Second Amendment to Lease-Purchase 
Agreement, dated as of June 1, 2018 and a Third Amendment to Lease-Purchase 
Agreement, dated as of February 1, 2020 (collectively, and as further amended by the 
Lease Amendments hereinafter described, the “Lease-Purchase Agreement”) with U.S. 
Bank National Association, as trustee under the below-described Trust Agreement (the 
“Trustee”), as lessor (in such capacity, the “Lessor”), pursuant to which the Lessor leases 
to the County, as lessee, certain leased property (the “Leased Property”) as described 
therein; and
WHEREAS, the Trustee and the County have previously entered into a Trust 
Agreement, dated as of June 1, 2015 (the “Original Trust Agreement”), as supplemented 
by a First Supplement to Trust Agreement, dated as of August 1, 2016, a Second 
Supplement to Trust Agreement, dated as of June 1, 2018 and a Third Supplement to 
Trust Agreement, dated as of February 1, 2020 (collectively, and as further supplemented 
by the Trust Supplements hereinafter described, the “Trust Agreement”), pursuant to 
which the Trustee executed and delivered its Certificates of Participation, Series 2015 
(the “2015 Certificates”), Certificates of Participation, Series 2016 (the “2016 
Certificates”), Certificates of Participation, Series 2018A (the “2018A Certificates”) and 
Certificates of Participation, Series 2020 (the “2020 Certificates”) for the purpose of 
financing and refinancing the costs of certain capital projects of the County; and
WHEREAS, the 2016 Certificates, the 2018A Certificates and the 2020 
Certificates are the only Certificates currently outstanding under the Trust Agreement; 
and
WHEREAS, the Trust Agreement permits, under certain conditions, the execution 
and delivery of “Additional Certificates,” on a parity with the “Certificates” then 
outstanding under the Trust Agreement and permits the supplementation and amendment

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of the Trust Agreement and the Lease-Purchase Agreement to facilitate such an execution 
and delivery of such Additional Certificates; and
WHEREAS, the County has determined that it will be advantageous to cause the 
execution and delivery of Additional Certificates pursuant to the Trust Agreement, in an 
aggregate principal amount not exceeding $142,500,000, plus any amount necessary to 
pay the costs associated with the execution and delivery of such Additional Certificates, 
in one or more series, under the Trust Agreement, for any or all of the following 
purposes: (a) financing the costs of additional capital projects for the County, and (b) 
paying the costs associated with the execution and delivery of such Additional 
Certificates, and to restructure the Lease Payments under the Lease-Purchase Agreement; 
and
WHEREAS, in connection with the execution and delivery of the Certificates, it 
will be necessary to enter into a supplemental or restated Trust Agreement or 
amendments or supplements thereto, between the County and the Trustee (collectively, 
“Trust Supplements”) and a supplemental or restated Lease-Purchase Agreement or 
amendments or supplements thereto, between the County and the Lessor (collectively, 
“Lease Amendments”); and
WHEREAS, upon execution and delivery of each series of Certificates, all the 
conditions for the execution and delivery of Additional Certificates under the Trust 
Agreement will have been met for such series; and
WHEREAS, the County will offer and sell each series of the Certificates either (i) 
directly to one or more banks or financial institutions as the Purchaser of the Certificates 
(collectively, the “Purchaser”) through a private placement, or (ii) through an 
underwritten offering to one or more investment banking firms which are then included 
in a pool of investment banking firms competitively procured for the underwriting of 
obligations by the State of Arizona or one of its departments, boards or authorities 
(collectively, the “Underwriter”), as determined by the Chief Financial Officer of the 
County or their designee to be most advantageous to the County; and
WHEREAS, the Certificates of each series, if sold through an underwritten 
offering to the Underwriter, will be offered for sale pursuant to a Preliminary Official 
Statement (the “Preliminary Official Statement”) which, with conforming changes, will 
become the Official Statement (the “Official Statement”); and
WHEREAS, the Certificates will be sold pursuant to one or more Certificate 
Purchase Agreements (collectively, the “Purchase Agreement”) between the County and 
the Purchaser or the Underwriter, as applicable; and
WHEREAS, in connection with the execution and delivery of the Certificates, 
Securities and Exchange Commission Rule 15(c)2-12 may require the County to make 
certain agreements for the benefit of holders and beneficial owners from time to time of 
the Certificates, as evidenced in a continuing disclosure undertaking of the County (the 
“Continuing Disclosure Undertaking”); and
WHEREAS, the County has the power and authority to enter into and deliver the 
Lease Amendments, the Trust Supplements, the Purchase Agreement, the Continuing

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Disclosure Undertaking and such additional agreements (collectively, the “County 
Documents”) or amendments thereto and has determined that it is advantageous and in 
the public interest to approve the execution, sale and delivery of the Certificates in order 
to secure the financial advantages for the County;
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS 
OF MARICOPA COUNTY, ARIZONA, AS FOLLOWS:
Section 1.
The execution and delivery of Certificates in one or more series 
under the Trust Agreement for any of the following purposes, is hereby approved: (a) 
financing the costs of additional capital projects of the County, and (b) funding any 
amount required for paying costs associated with the execution and delivery of such 
Certificates and to restructure Lease Payments under the Lease-Purchase Agreement.
Section 2.
The Chairman, Vice Chairman or Acting Chairman of the Board or 
the County Manager or the Chief Financial Officer of the County or their designee (each, 
an “Authorized Officer”) are each hereby authorized, empowered and directed, with the 
approval of counsel to the County, in the name and on behalf of the County, to execute or 
attest, as required, and deliver the County Documents, in such form as shall be reviewed 
by counsel to the County and approved by the Authorized Officer executing the same.
Section 3.
From and after the execution and delivery of the County 
Documents in definitive form by the County and the other parties thereto, as required, the 
officers, agents and employees of the County are hereby authorized, empowered and 
directed to do all such acts and things and to execute all such agreements, documents, 
instruments and certificates as may be necessary to carry out and comply with the 
provisions thereof, including but not limited to the execution of tax compliance 
certificates or any other such document necessary in relation to the tax-exempt status of 
any series of Certificates intended by the County to be executed and delivered bearing 
tax-exempt interest or otherwise required by the related Purchase Agreement.
Section 4.
The County anticipates receiving proposals from the Purchaser 
and/or the Underwriter for the purchase of the Certificates.  Such proposals as the Chief 
Financial Officer of the County or their designee determines to be most advantageous to 
the County are authorized to be accepted, provided that the Certificates will not be sold 
for less than 98% of the principal amount therefor.  The Chief Financial Officer of the 
County or their designee is also hereby authorized to designate the banks or financial 
institutions that will serve as Purchaser of the Certificates or the investment banking 
firms that will serve as Underwriter of the Certificates.
Section 5.
The execution, sale and delivery of Certificates, which in the 
aggregate with not exceed the principal amount of $142,500,000, plus any amount 
approved by an Authorized Officer as being necessary to pay the costs associated with 
the execution and delivery of such Certificates, bearing interest at the rate or rates per 
annum not to exceed a yield of 5.00% per annum computed in accordance with Section 
148 of the Internal Revenue Code of 1986 as amended, and having the other terms and 
conditions to be provided in the related Purchase Agreement and the Trust Supplement 
(as executed and delivered) and consistent with this Resolution, are in all respects 
approved.  Each series of Certificates shall be sold and awarded to the Purchaser or the

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Underwriter at a price not less than 98% of par (excluding any original issue discount).  
Each series of Certificates shall mature over a period ending not later than August 1, 
2024, may be subject to mandatory or optional redemption prior to maturity, and shall 
have such other terms, all as provided in the related Trust Supplement and Purchase 
Agreement (as executed and delivered). 
Section 6.
If the Certificates are the subject of an underwritten offering, the 
distribution of the Preliminary Official Statement by the Underwriter with respect to each 
series of Certificates is hereby ratified and approved in the form approved by an 
Authorized Officer and an Official Statement for such series is hereby authorized and 
approved, in substantially the form of the related Preliminary Official Statement, with 
such changes or revisions as may be approved by the Authorized Officer executing the 
same.  Any Authorized Officer is hereby authorized, empowered and directed, in the 
name and on behalf of the County, to execute and deliver the same to the Underwriter, 
and to execute and deliver instruments confirming that the Preliminary Official Statement 
is “deemed final” in accordance with Securities and Exchange Commission Rule 15(c)2-
12.
Section 7.
The Authorized Officers, and the designees of any of them, are 
each hereby designated and appointed as the Lessee Representative, as defined in the 
Lease-Purchase Agreement, and each of them is authorized to execute in the name of and 
on behalf of the County any closing documents, certificates, or other instruments or 
documents necessary or appropriate in connection with the transactions described in or 
contemplated by the related Official Statement, Purchase Agreement, Lease-Purchase 
Agreement or Trust Agreement or amendments or supplements thereto and to do all acts 
and things as may be necessary or desirable to carry out the terms and intent of this 
Resolution and of any of the documents referred  to herein.
Section 8.
The proceeds received by the Trustee from the sale of each series 
of Certificates shall immediately be applied as provided in the related Trust Supplement.  
Section 9.
All actions of the officers, agents and employees of the County 
which are in conformity with the purposes and intent of the foregoing resolutions be, and 
the same are hereby, in all respects, authorized, approved, ratified and confirmed.

(Signature Page of Resolution)
010-9044-3390/6
PASSED, ADOPTED AND APPROVED, by the Board of Supervisors of 
Maricopa County, Arizona, on January ___, 2022.
MARICOPA COUNTY, ARIZONA
By:
Chairman, Board of Supervisors
ATTEST:
By:
Clerk, Board of Supervisors
Approved as to Form:
SQUIRE PATTON BOGGS (US) LLP, 
Special Counsel
By:
Timothy E. Pickrell