OTTAWA UNIVERSITY - REPORT LETTER - SUMMARY.PDF

John Fries 
T (602) 440-4819 
Email:jfries@clarkhill.com 
Clark Hill 
3200 North Central Avenue, Suite 1600 
Phoenix, AZ 85012 
T (602) 440-4800  
F (602) 257-9582 
clarkhill.com 
266387690.v1 
March 29, 2022 
To: 
Board of Supervisors  
Board of Directors of 
Maricopa County, Arizona 
 
The Industrial Development Authority 
of the County of Maricopa 
Re: 
Not to Exceed $65,000,000 The Industrial Development Authority of the County 
of Maricopa Tax-Exempt Educational Facilities Revenue Bonds (Ottawa 
University), Series 2022, in one or more tax-exempt of taxable series  
Ladies and Gentlemen: 
At the Authority Board meeting on April 12, 2022, the Authority Board will be 
asked to grant final approval to the financing of not to exceed $65,000,000 for Ottawa University 
and to adopt a resolution authorizing the issuance and sale of the bonds as described above (the 
“Bonds”).  This letter provides a summary review of the proposed financing.   
THE AUTHORITY
The Authority is an Arizona nonprofit corporation, formed with the permission of 
Maricopa County and incorporated under and pursuant to the Arizona Industrial Development 
Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended (the “Act”).  The 
Authority is designated by law to be a political subdivision of the State of Arizona. 
THE APPLICANT/BORROWER 
Ottawa University (“Borrower”) is a Kansas nonprofit corporation designated as a 
501(c)(3) organization under the Internal Revenue Code of 1986, as amended (the “Code”), that 
owns and operates a liberal arts college with its main campus located in Ottawa, Kansas, and a 
satellite campus in Surprise, Arizona, which opened in 2017.  The Borrower previously obtained 
bond financing through the Authority.  On October 19, 2018, the Authority issued $19,500,000 in 
Bonds to finance its Educational Facilities Revenue Bonds for the Borrower’s O’Dell Athletic 
Complex.  On December 15, 2020, the Authority issued $38,525,000 in bonds to permit Ottawa 
University to purchase a residence hall and student union from its landlord and make other 
improvements to its Surprise, Arizona campus.  The Borrower has made timely payments on these 
bond financings.

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THE PROJECT 
The Series 2022 Bond financing will be issued in two or more series to finance new 
construction, refinance various outstanding debt of the Borrower, and finance the costs of issuance 
as described below (collectively, the “Project”). 
Approximately $19,000,000 in new money will be used to construct a new 200-bed 
residence hall on the Surprise campus that will also include classroom and administration space. 
The new facility will be approximately 59,000 square feet and be comprised of five floors.  The 
first floor will contain classrooms and administrative offices and the remaining four floors will be 
dedicated to housing, containing suite-style units. The Surprise campus is currently at capacity in 
its residential system. The new residence hall will accommodate the continuing growth in that 
campus and is expected to open in the 2023–2024 Academic Year to accommodate the growth in 
enrollment at the Surprise campus, which has grown from 434 students since opening in 2017 to 
921 in Fall 2021, with a goal of growing the Surprise campus to 1,500 or more students in 
2026.  The Borrower’s Surprise Campus is located in Supervisorial District No. 4. 
Approximately $2,500,000 in new money will be used to replace the current Ottawa 
campus Mabee Center with a new facility on the existing footprint. The replacement building will 
be composed of a 15,000 square-foot, multi-purpose athletic facility which includes two full-size 
basketball courts, along with a third basketball court for game day opportunities. Groundbreaking 
on the Mabee Center project is to occur in the Summer of 2022 and the project is expected to be 
completed by Spring 2023.  
Borrower will use $38,200,000 of the bond proceeds to refinance debt to achieve 
interest rate savings and simplify its debt structure, as follows: 
1) Series 2015 Bonds –The Series 2015 Bonds were a non-rated, fixed-rate, public 
bond issue in an amount of $15,725,000; 
2) Series 2018A and Series 2018B Bonds –The bonds were issued in a combined 
amount of $19,500,000, of which approximately $13,860,000 is expected to be 
outstanding at closing; 
3) AB&T Loan -a taxable loan with Arizona Bank & Trust of approximately 
$4,470,000 at closing; 
4) AB&T Loan – a construction loan of approximately $2,600,000 for the Ottawa 
campus Braves Athletic Performance Center (“BAPC”), a 9,000 square foot 
state-of-the-art athletic strength and conditioning center. Construction of the 
BAPC is substantially complete and is currently being used by students.  The 
facility is expected to be fully complete by the end of May 2022; and

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5) Kansas State Bank Loan –The University financed the purchase of an off-
campus apartment building in Ottawa, Kansas of approximately $200,000 at the 
closing. 
A breakout of the estimated uses of the bond proceeds is provided below.   
NOTIFICATION TO ARIZONA ATTORNEY GENERAL 
As required by the provisions of Arizona Revised Statutes, Section 35-721.F, the 
Authority will notify the Arizona Attorney General of the Authority’s intention to issue the Bonds.   
PUBLIC HEARING 
A public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, 
as amended, will be held by a representative of the Authority prior to the Board of Supervisor’s 
meeting to approve the Authority’s issuance of the Bonds, and a Report of Public Hearing will be 
delivered to the Maricopa County Board of Supervisors. 
ALLOCATION FOR TAX EXEMPT FINANCING 
No allocation of the Arizona “volume cap” is required for the issuance of the Bonds 
since the Applicant/Borrower is a nonprofit corporation designated as a 501(c)(3) organization 
under the Code. 
Estimated Uses of Funds: 
Refinancing 
New Money 
Total 
  New Construction Projects: 
      Surprise Campus Residence Hall 
Project
$19,000,000
$19,000,000
      Mabee Recreation Center Project 
(Ottawa Campus)
2,500,000
2,500,000
Refinancing of the following debt:
Series 2015 Bonds
16,500,000
16,500,000
Series 2018A & 2018B Bonds
13,900,000
13,900,000
AB&T Bank Loan – Founders Hall
4,500,000
4,500,000
      AB&T Bank Loan – Braves Athletic 
Performance Center
2,600,000
2,600,000
      Kansas State Bank Loan – Off 
Campus Apt
200,000
200,000
Financing Fees and Costs of Issuance
500,000
300,000
800,000

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FINANCING PARTICIPANTS 
The major participants in the financing are as follows: 
Issuer:  
The Industrial Development Authority of the County of 
Maricopa 
Issuer Counsel: 
Clark Hill PLC  
Applicant/Borrower:  
Ottawa University 
Borrower Counsel: 
Husch Blackwell 
Applicant’s Financial Advisor: 
Longhouse Capital Advisors, LLC 
Bond Counsel: 
Engelman Berger, P.C. 
Trustee: 
US Bank Global Corporate Trust 
Bank: 
Arizona Bank & Trust 
Bank Counsel: 
Sacks Tierney 
PRINCIPAL FINANCING DOCUMENTS 
Document 
Parties 
Master Trust Indenture                                                     
Borrower, Borrower's Subsidiary  
and Trustee 
Master Note(s) 
Borrower and Trustee 
Supplemental Master Trust Indenture No. 2 
Borrower and Trustee 
Bond Indenture 
Issuer and Trustee 
Loan Agreement 
Issuer and Borrower  
Deeds of Trust, Leasehold Deed of Trust, Security 
Agreement and other security documents 
Borrower, Trustee and First 
American Title 
Tax Certificate and Agreement 
Issuer, Borrower and Trustee 
Various assignment of contract instruments 
Borrower

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PLAN OF FINANCING  
It is anticipated that the Bonds will be issued in two or more series and sold in a 
private placement with Arizona Bank & Trust as the sole purchaser of the Bonds.  The proceeds 
from the sale of the Bonds will be loaned to the Borrower pursuant to the Loan Agreement.  The 
Borrower will execute one or more master notes as Obligated Group Representative to the Master 
Trustee under the Master Trust Indenture. Ottawa Investment Management Services, LLC, a 
Kansas limited liability company and wholly-owned subsidiary of the Borrower, has joined in the 
Master Trust Indenture and is a part of the Obligated Group. The Borrower will execute and deliver 
Deeds of Trust, a Leasehold Deed of Trust, Security Agreement, Assignment of Rents and Leases, 
and Fixture Filing on assets of the Borrower in Arizona and Kansas as security.   
Finally, the Issuer and Borrower will enter into a Tax Certificate and Agreement in 
a form prescribed by the Bond Counsel. 
FINAL APPROVAL 
At the Authority Board meeting on April 12, 2022, the Authority Board will be 
asked by the Applicant/Borrower to grant final approval to the application for financing and to 
adopt a Resolution authorizing the issuance and sale of the Bonds. 
BOARD OF SUPERVISORS APPROVAL 
If the Authority Board acts to grant final approval for the financing and to adopt a 
Resolution authorizing the issuance and sale of the Bonds, the Maricopa County Board of 
Supervisors will be requested, at its meeting on April 20, 2022, to act as required by law to adopt 
a Resolution approving the proceedings of the Authority for the issuance of the Bonds. 
Under the provisions of the Act, specifically A.R.S. § 35-721.B., the proceedings 
under which the Bonds of the Authority are to be issued require the approval of the Maricopa 
County Board of Supervisors for each issuance of bonds. 
Under the provisions of the Act, specifically A.R.S. § 35-742, Maricopa County is 
not in any event liable for the payment of principal or interest on bonds issued by the Authority or 
for the performance by the Authority of any pledge, mortgage, obligation or agreement of any kind 
undertaken by the Authority and bonds of the Authority or any of its agreements or obligations 
shall not be construed to constitute an indebtedness of Maricopa County within the meaning of 
any constitution or statutory provision. 
TRANSACTION CLOSING 
If the required approvals of the Authority Board and the Maricopa County Board 
of Supervisors are received, it is currently anticipated that the Bonds will be issued in April or 
May, 2022.  At the time the Bonds are issued, it is anticipated the designated Bond Counsel, will

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deliver its written opinion to the effect the Bonds have been validly issued and that as to the portion 
of the Bonds designated as being tax-exempt, the interest on the Bonds is exempt from federal and 
Arizona income taxation and that as to the portion of the Bonds which are not designated as tax-
exempt, the interest on such Bonds will be exempt from Arizona income taxation. 
LEGAL COUNSEL RECOMMENDATION 
As counsel to the Authority, we have reviewed drafts of the principal financing 
documents, we have been advised that these documents are now in substantially final form, and 
based upon our review of such and our review of the proceedings to date relating to the proposed 
issuance of the Bonds, we believe the financing documents and proceedings are in substantial 
conformance with the policies and guidelines of the Authority and are in both form and substance 
acceptable for the Authority Board and Maricopa County Board of Supervisors to act upon and 
that the Resolution presented to the Authority Board relating to authorizing the issuance and sale 
of the Bonds, and related matters, and the Resolution of the Maricopa County Board of Supervisors 
will be asked to adopt are in form and substance acceptable for the adoption.