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4885-6691-2927.3 RESOLUTION NO. 2024-02 RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF CHANDLER, ARIZONA, GRANTING PRELIMINARY APPROVAL FOR AND DECLARING THE INTENTION OF THE AUTHORITY TO ISSUE ITS REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $700,000,000 FOR INTEL CORPORATION OR ITS AFFILIATE. WHEREAS, The Industrial Development Authority of the City of Chandler, Arizona (the “Authority”), is a corporation organized and existing under the laws of the State of Arizona, is designated by law as a political subdivision of the State of Arizona and is authorized and empowered by the provisions of Title 35, Chapter 5, of the Arizona Revised Statues, as amended (the “Act”), to issue revenue bonds for the purpose of assisting in financing the acquisition, construction, improving and equipping of one or more “projects” as defined in the Act, including the acquisition, construction, improving and equipping of land, buildings and other improvements, and all real and personal property, whether or not now in existence or under construction, which are suitable for (i) the manufacturing, processing or assembling of manufactured products, (ii) storing, warehousing, distributing or selling of products of industry, or processes related thereto, including research and development, (iii) sewage or solid waste disposal facilities or facilities for the furnishing of electric energy, gas or water, (iv) air or water pollution control facilities, and (v) facilities functionally related and subordinate to the facilities described in (i) through (iv); and WHEREAS, the Authority has previously issued its revenue bonds and loaned the proceeds to Intel Corporation (the “Company”) or an affiliate of the Company to assist in financing certain capital costs relating to the Company’s manufacturing facilities located in the City of Chandler, Arizona (the “City”); and WHEREAS, the Authority has received or expects to receive an application from the Company for the issuance of additional revenue bonds of the Authority in one or more series (the “Bonds”) in an aggregate principal amount not to exceed $700,000,000 and the loan of the proceeds of the Bonds to the Company or to an affiliate of the Company to assist in financing part or all of the capital costs relating to the manufacturing facilities of the Company (including facilities of the Company described in (i) through (v) in the preceding paragraph) located or to be located in the City (the “Project”), and WHEREAS, United States Treasury Regulations §1.150-2 (the “Reimbursement Regulations”) prescribe conditions under which proceeds of the Bonds that are used to reimburse advances made for capital and certain other expenditures (“Original Expenditures”) paid before the issuance of such Bonds will be deemed to be expended (or properly allocated to expenditures) for purposes of Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended (the “Code”), so that upon such reimbursement the proceeds so used will no longer be subject to certain requirements or restrictions under those sections of the Code; and Resolution No. 2024-02 Page 2 4885-6691-2927.3 WHEREAS, certain provisions of the Reimbursement Regulations require that there be an official intent (a “Declaration of Official Intent”) not later than 60 days following payment of the Original Expenditures expected to be reimbursed from proceeds of Bonds, and that the reimbursement occur within certain prescribed time periods after an Original Expenditure is paid or after the property resulting from that Original Expenditure is placed in service; and WHEREAS, this Board of Directors wishes to take steps to comply with the Reimbursement Regulations in connection with the Project through the adoption of this Resolution; NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of The Industrial Development Authority of the City of Chandler, Arizona, that: Section 1. The Authority grants preliminary approval for and declares its intention to issue the Bonds in one or more series, in the aggregate principal amount agreed to by the Authority and the Company not to exceed $700,000,000. The Authority finds and determines that the issuance of the Bonds pursuant to the Act and the loan of the proceeds thereof to the Company to assist in financing the Project will be in the public interest and will serve the purposes of the Authority and the Act. Section 2. This resolution constitutes the Declaration of Official Intent of the Authority under the Reimbursement Regulations to permit proceeds of the Bonds in the maximum amount set forth in Section 1 above to be used to reimburse Original Expenditures made by the Company (or related party thereof) for the Project. Section 3. This preliminary approval is hereby granted subject to and conditioned upon the following items, unless waived by the Authority: Section 3.1. The loan documentation shall include indemnification for the Authority by the Company. Section 3.2. The review and approval by the Authority's legal counsel of the Company's documentation for the financing. Section 3.3. The Bonds being ratable investment grade or better which may be by reason of credit enhancement through insurance, a letter of credit or similar means or the Bonds being sold through an appropriate private placement not involving a public offering. Section 3.4. An agreement between the Authority and the Company regarding any initial or annual fees or expenses of the Authority in connection with the issuance of the Bonds. Section 3.5. Unless waived, the Company must comply with all applicable provisions of the Authority's Procedural Pamphlet. Section 4. The Bonds shall be in one or more series, each of which shall bear such dates, mature at such time or times, bear interest at such rate or rates and contain such Resolution No. 2024-02 Page 3 4885-6691-2927.3 other terms and provisions as shall be authorized by subsequent action of the Authority and shall be agreed to by the Company. Section 5. The Authority and the Company will enter into one or more agreements the terms of which will provide that the Company will be obligated to make or to guarantee payments sufficient to pay the principal of and interest and any other amounts on the Bonds as and when the same become due and payable and all other costs as may be incurred by the Authority in connection with the issuance of the Bonds and the financing of the Project. Section 6. Nothing contained in this Resolution nor in any other instrument may be considered as obligating the Authority or the City to any pecuniary liability or charge upon the general credit of the Authority or the City. Section 7. This Resolution is an affirmation of official action of the Authority toward the issuance of the Bonds and declares the intention of the Authority to issue the Bonds. Section 8. The Authority through its authorized representatives shall notify the Attorney General of the State of Arizona of the Authority's intention to issue the Bonds and shall describe in the notice the Project to be financed. Section 9. The Mayor and City Council of the City must approve the issuance of the Bonds as a condition precedent to the Bonds being issued. Section 10. The appropriate officers and other representatives of the Authority are authorized and directed to take such action as may be necessary or proper to implement each of the provisions of this Resolution including, without limitation, arranging and conducting any hearings required by the Code in connection with the Bonds and any actions or documentation deemed necessary or advisable to assist the Company in obtaining volume cap required for the Bonds to bear tax-exempt interest. Specifically, the Authority's legal counsel is also authorized and directed to prepare, or to assist bond counsel and counsel to the Company in the preparation of, such documents as may be necessary or advisable in connection with the authorization, issuance and sale of the Bonds and the loan of the proceeds thereof to the Company. Section 11. If any section, paragraph, clause or provision of this Resolution is for any reason held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision does not affect any of the remaining provisions of this Resolution. Section 12. This Resolution shall take effect immediately and, unless repealed by the Authority, shall remain in effect until the Authority has been notified in writing by the Company that it no longer intends to issue the Bonds. Resolution No.2024-02 Page 4 Development Authority of PASSED AND ADOPTED by the Board of Directors of The Industrial the City of Chandler, Arizona,this 13th day of February, 2024, PRESIDENT APPROVED AS TO FORM: lSignature Page to Preliminary Resolution - Intel Corporation Revenue Bonds, Series 20241 Greenberg Traurig, LLP, Counsel to the IDA 4885-669t -2927 .3 2>9