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Meeting Minutes
Industrial Development Authority
Regular Meeting
May 12, 2026| 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 Wilson at 7:32 a.m.
Roll Call
Commission Attendance
Staff Attendance
President Shannon Wilson
Kristi Smith, Management Services Director
Secretary Anthony Yang
Julie Goucher, Accounting Senior Manager
Treasurer Lee Kroll
Thomas Allen, Assistant City Attorney
Director Francis Benavides
Karla Lange, Management Assistant
Other Attendees
Zach Sakas, Bond Counsel, Greenberg Traurig, LLP
Absent
Director Charles Ertl (excused)
Director Sunil Das (excused)
Scheduled and Unscheduled Public Appearances
None.
Page 2 of 6
Approval of Minutes
1.
Treasurer Kroll moved to approve the April 14, 2026, Regular Meeting Minutes. Secretary
Yang seconded the motion. Motion approved unanimously (4-0).
Briefing Items
2.
Chandler Career Center Grant – 3rd Quarter Report: Ms. Smith voiced that the final
invoice has been received from Pipeline Connects (formerly Pipeline AZ), and payment
will be mailed this week. She continued that they are on target to wrap up this project
by their scheduled date of June 30, 2026. The team reported that they are exceeding
their target goals and have been highly active with event programming and community
outreach, including a youth career event and multiple presentations to students and
community stakeholders. Additionally, there was a presentation for the City of Chandler
at a networking breakfast.
Ms. Smith concluded that the program has been very successful and are poised to
receive a budget package from the city so they can continue to offer these services to
employers and job seekers.
3.
March 2026 Financials: Ms. Goucher presented the Financials for March 2026,
attached to these minutes as Exhibit A.
4.
Discussion regarding the IRS Audit of the $437,885,000 Industrial Development
Revenue Bonds, Series 2019 (Intel Corporation Project): Mr. Sakas reported that the
Board received a notice of inquiry from the Internal Revenue Service (IRS) regarding the
Industrial Development Revenue Bonds, Series 2019 (Intel Corporation Project) issued
by the Industrial Development Authority (the “IDA”).
Mr. Sakas voiced that in typical practice, the IRS begins by asking a few questions about
the transaction and seeking to understand how proceeds of the bonds were spent.
These transactions include a variety of provisions in the bond documents that say the
IDA is simply the conduit issuer to facilitate the tax-exempt financing and ultimately the
borrower is responsible for tax management and compliance, as well as indemnifying
the Board and the IDA. He continued that Intel’s bond counsel, Kutak Rock LLP, will be
engaged to respond to the IRS on behalf of the IDA and Intel with regards to this inquiry.
The IDA will have the ability to review and approve any response prior to submittal to
the IRS.
Page 3 of 6
Responding to Treasurer Kroll, Mr. Sakas conveyed that there isn’t a known reason as to
why this bond was selected for inquiry, however, sometimes this agency has internal
strategic initiatives to focus on certain types of industries or transactions. He noted in
other locations, there has been publicity regarding potential misrepresentations to
investors, so that could prompt the IRS to pay extra attention to conduit bond issuances
this year.
He continued that Intel has been approved for tax-exempt financing for projects that fall
into particular categories, and in their case, it was to build certain industrial sewage and
wastewater treatment facilities related to Intel’s manufacturing plant located in
Chandler, so the IRS is likely verifying that the bond proceeds were not spent on non-
related items. Mr. Sakas noted that currently that the information requested by the IRS
constitutes an initial inquiry, and once received, may satisfy the request or also has the
potential to lead to a more intensive investigation.
Mr. Sakas responded to Treasurer Kroll, voicing that Intel has agreed to pay all costs
related to the IRS inquiry, to include fees for both their own bond counsel and also any
fees incurred by Mr. Sakas’ firm, Greenberg Traurig, LLP, who will be representing the
IDA’s interests.
Responding to Treasurer Kroll, Mr. Sakas conveyed that at the time of issuance, the
Board receives a tax compliance certificate and agreement from Intel as the ultimate
borrower that describes the reasonable expectations on how the funds will be spent.
As borrowers at the time of issuance, Intel has agreed to follow the rules and stay within
the approved categories, and there are agreements and covenants in place if Intel was
to deviate from its expectations as to the expenditure of bond proceeds. He concluded
that the bond documentation provides a general understanding to the IDA, at the time
of issuance, of what the intended spending will be. Mr. Sakas noted that this is the
typical practice for all IDAs in Arizona.
Mr. Sakas continued that bond proceeds are distributed by a corporate trustee engaged
to serve as trustee of the bond proceeds, which requires evidence of what the money
will be spent on. The IDA Board members are not involved in the disbursement approval
process. He noted the biggest risk for the Board is potential negative publicity. He
reiterated that the IDA’s responsibility is to do some level of review of the project but
not oversee construction of the projects.
Page 4 of 6
Responding to Treasurer Kroll, Mr. Sakas voiced that the mechanism for responding to
the IRS, by utilizing Intel’s bond counsel, is industry norm, as it is the borrower’s
responsibility to comply with the federal tax laws, and the IDA’s bond counsel, including
the firm’s tax partners, will cross-check on the IDA’s behalf to ensure that any responses
don’t inadvertently implicate the IDA with inappropriate actions.
Responding to Director Benavides, Mr. Sakas conveyed that he will be providing periodic
updates to the Board, however, this may be a slow process.
Action Agenda
5.
Consideration and possible Approval of an Engagement Letter with Kutak Rock
LLP in connection with the IRS Audit: Mr. Sakas reiterated that he has reviewed the
proposed engagement letter to ensure there would be no cost imposed on the IDA, and
that Intel would bear the full expense for responding to the IRS.
Responding to Treasurer Kroll, Mr. Sakas reported that there are only a few large bond
firms in the country, so most letters include language related to conflicts of interest, and
the conflict waiver language in the proposed engagement letter is typical.
Mr. Sakas continued that when the 2019 bonds were sold, they have a variable interest
rate that is reset every 5 years, and the bonds were remarketed in 2024. At that point,
there was a level of due diligence completed by Intel’s bond counsel with regard to
confirming federal tax law compliance.
Responding to Director Benavides, Mr. Sakas voiced that he would request that Intel
make any reports prepared by Intel in connection with the IRS inquiry available to the
Board.
Treasurer Kroll moved to approve the Engagement Letter with Kutak Rock LLP in
connection with the IRS Audit. Director Benavides seconded the motion. Motion
approved unanimously, (4-0).
6.
Request Approval of the FY2026-27 Budget: Ms. Goucher presented the annual
budget to the Board for their consideration.
Responding to Treasurer Kroll, Ms. Goucher voiced that the Board’s bank account is held
at JP Morgan Chase and its investment accounts are in PFM Asset Management, and the
custodial account is through Principal Financial. She agreed that a 3.4% return on
investment is a reasonable expectation for the next fiscal year.
Page 5 of 6
Treasurer Kroll moved to approve the FY2026-27 Budget as presented. Director
Benavides seconded the motion. Motion approved unanimously, (4-0).
7.
Election of Officers (President, Vice President, Secretary, and Treasurer): Ms. Lange
reported that the previous year, the Board approved a nomination of officers based on
a rotation of positions. Utilizing the same method, Treasurer Kroll moved to approve
the FY2026-27 Election of as presented, with electing Anthony Yang as President, Lee
Kroll as Vice President, Charles Ertl as Secretary and Sunil Das as Treasurer, with the
other directors remaining in rotation. Secretary Yang seconded the motion. Motion
approved unanimously, (4-0).
Member Comments/Announcement
None.
Informational Items
Mr. Sakas reported that the board had previously approved a preliminary inducement resolution
pertaining to an affordable multi-family housing project with Brinshore Development, LLC named
the “Haven on Hamilton” is expected to move forward. He noted that that while volume cap for
the year from the state was oversubscribed, the project did receive a director’s discretion award
for the full amount they were seeking so that action will likely be brought before the IDA Board at
the June or July meeting.
Calendar
The next regular meeting will be held on Tuesday, June 9, 2026, at 7:30 a.m.
Adjourn
The meeting was adjourned at 8:04 a.m.
___________________________
Shannon Wilson, President
Page 6 of 6
Exhibit A
CHANDLER INDUSTRIAL DEVELOPMENT AUTHORITY
STATEMENT OF NET POSITION
ASSETS
CURRENT ASSETS:
Cash in bank
227,834
$
TOTAL CURRENT ASSETS
227,834
$
OTHER ASSETS:
Investments
1,344,111
TOTAL OTHER ASSETS
1,344,111
TOTAL ASSETS
1,571,945
$
LIABILITIES
CURRENT LIABILITIES:
Application deposits
3,000
TOTAL CURRENT LIABILITIES
3,000
TOTAL LIABILITIES
3,000
BEGINNING NET POSITION
1,507,236
$
Year-to-date change in net position
61,709
ENDING NET POSITION
1,568,945
$
March 31, 2026
CHANDLER INDUSTRIAL DEVELOPMENT AUTHORITY
STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN NET POSITION
9 Month Ended
March 31, 2026
OPERATING REVENUES:
Annual admin fees (Intel)
-
$
140,539
$
Interest income
238
1,523
TOTAL INCOME
238
142,062
TOTAL OPERATING REVENUES
238
142,062
OPERATING EXPENSES:
Annual Corporation Report
-
10
Miscellaneous (account analysis
settlement bank charge, IRS filings)
108
1,131
Grant payments
-
122,357
TOTAL OPERATING EXPENSES
108
123,498
OPERATING INCOME (LOSS)
130
18,564
NONOPERATING REVENUE:
Investment income (loss)-Note 1
5,011
43,145
TOTAL NONOPERATING REVENUE
5,011
43,145
NET CHANGE IN NET POSITION
5,141
$
61,709
$
Note 1 - Interest income (loss) is as follows:
Realized interest to date
5,011
43,145
March 31, 2026
March 31, 2026