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Meeting Minutes
Industrial Development Authority Regular Meeting
December 10, 2024| 7:30 a.m.
Chandler City Council Chambers
88 E. Chicago Street, Chandler, AZ
Call to Order
The meeting was called to order by President Charles Ertl at 7:30 a.m.
Roll Call
Commission Attendance
Staff Attendance
President Charles Ertl
Dawn Lang, Deputy City Manager | CFO
Treasurer John Lok
Jenny Winkler, Assistant City Attorney
Director Lee Kroll
Kristi Smith, Financial Services Director
Director Shannon Wilson
Julie Goucher, Accounting Senior Manager
Karla Lange, Management Assistant
Other Attendees
Zach Sakas, Bond Counsel, Greenberg Traurig, LLP
Debbi Boye, Partner, KutakRock
Uygar Kurtbay, Intel Corporation
Tiffany Silva, Intel Corporation
Joseph Green, Intel Corporation
Absent
Vice President William Nolde
Secretary James Baglini Jr.
Scheduled and Unscheduled Public Appearances
None.
Approval of Minutes
1.
Director Wilson moved to approve the November 12, 2024, Regular Meeting Minutes.
Director Kroll seconded the motion. Motion approved unanimously (4-0).
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Briefing Items
2.
October 2024 Financials: Ms. Goucher presented the October Statement of Net Position
that explained Total Current Assets with Cash in Bank of $230,521, and Investments of
$1,114,354, providing Total Assets of $1,344,875. Intel application deposit of $3,000 is
recorded as a Current Liability. The Beginning Net Position is $1,325,396 and a Year-to-Date
Change in Net Position of $16,479, providing an Ending Net Position of $1,341,875. The
Statement of Revenues, Expenditures, and Changes in Net Position for the month ended
October 31, 2024, includes Investment Income of $4,147, providing a Net Change in Net
Position of $16,479 through October.
3.
Discussion of request from Intel Corporation to amend certain loan agreements
previously entered into between Intel Corporation and the Authority in connection with
the Authority’s outstanding bonds.
Ms. Lang introduced Debbi Boye of Kutak Rock, legal representation for Intel. Ms. Boye
reported that Intel announced recently that it will be moving forward with a corporate
restructuring, which involves separating its product development and chip manufacturing
lines into one or more separate entities, which would all remain an affiliate of Intel. With that
in mind, Intel reviewed the loan agreements that it has with the IDA, and specifically reviewed
section 5.3 of each of the agreements, which addresses mergers and acquisitions. Ms. Boye
continued, that Intel wants to ensure that the restructuring would not violate any of the
existing agreements, and any such sale, transfer or disposition among the company and its
affiliates will not violate section 5.3.
Ms. Boye offered that if the Chandler Industrial Development Authority and the bond trustee
consent to the proposed amendment to this section, it would be approving an amendment to
four total agreements, which include one agreement per outstanding bond series, and would
ensure that any restructuring on Intel’s behalf would not interfere with payment of the
outstanding bond balances.
Director Kroll commented that he is in support of the amendments, as Intel is still responsible
for the debt, and these amendments do not materially change that fact.
Responding to Treasurer Lok, Ms. Boye clarified that she referred to “mergers and
acquisitions” because that was the section 5.3 of the agreements that state that the company
shall do all things necessary to preserve and keep it in full force and effect its existence of an
entity, except as otherwise permitted. She continued that Section 5.3 states that the
company shall not dissolve, sell, transfer or otherwise dispose of substantially all of its assets,
or consolidate or merge with or into another entity. The mergers and acquisitions language
was used as a shorthand description of the referenced section.
She confirmed that the money loaned under the bond issuances has to be utilized to provide
the solid waste and sewage disposal facilities at the plants in Arizona, so the proposed
amendment to the agreements before the Board won’t change what the money will be utilized
for.
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Action Agenda
4.
Discuss and possible adoption of Resolution 2024-04, approving amendments to loan
agreements between Intel Corporation and the Authority, and authorizing other
actions in connection therewith.
Director Kroll moved to approve Resolution 2024-04, approving amendments to loan
agreements between Intel Corporation and the Authority, and authorizing other actions in
connection therewith as presented. Director Wilson seconded the motion. Motion approved
unanimously (4-0).
5.
Election of Officers (Secretary)
Director Wilson moved to approve his nomination as Secretary for the Board for the
remainder of FY2024. He will replace Secretary Baglini Jr., who recently submitted his
resignation. Director Kroll seconded the motion. Motion approved unanimously (4-0).
Member Comments/Announcement
None.
Calendar
The next regular meeting will be held on Tuesday, January 14, 2025, at 7:30 a.m.
Informational Items
Ms. Lang recognized Secretary Baglini Jr. for his service on the Board. She offered her appreciation for
his participation, wishing him the best as he will be moving out of the Chandler city limits, therefore no
longer eligible to serve on the Board.
Adjourn
The meeting was adjourned at 7:44 a.m.
___________________________
Charles Ertl, President