IGA (CITY OF TEMPE AND CITY OF PHOENIX ARIZONA CUSTOM BLENDS FTZ) 2026.DOCX

INTERGOVERNMENTAL AGREEMENT
BETWEEN THE CITY OF TEMPE
AND THE CITY OF PHOENIX
(TO ESTABLISH ARIZONA CUSTOM BLENDS MANUFACTURING, LLC 
WITHIN A FOREIGN-TRADE ZONE) 
This INTERGOVERNMENTAL AGREEMENT (“Agreement”) is made and entered 
into this _____ day of _______________, 2026 (“Effective Date”), by and between the 
City of Tempe (“Tempe”), a municipal corporation duly organized and existing under the 
laws of the State of Arizona, and the City of Phoenix (“Phoenix”), a municipal corporation 
duly organized and existing under the laws of the State of Arizona. Tempe and Phoenix 
are sometimes referred to collectively as “Parties” and individually as a “Party.”
RECITALS
A. Tempe is empowered to enter into this Agreement under A.R.S. §11-952, as 
amended, and has authorized the undersigned to execute this Agreement on behalf of 
Tempe by resolution, a copy of which is attached to this Agreement as Exhibit A and 
incorporated by reference. 
B. Phoenix is empowered to enter into this Agreement under A.R.S. §11-952, as 
amended, and has authorized the undersigned to execute this Agreement on behalf of 
Phoenix by resolution, a copy of which is attached to this Agreement as Exhibit B and 
incorporated by reference.
C. Phoenix has received a Grant (Board Order 185, dated March 25, 1982) from the 
Foreign-Trade Zones Board (“Board”) to establish FTZ No. 75, and the alternative site 
framework format for FTZ No. 75 was approved by the Board in a notice published on 
October 20, 2010 in 75 Fed. Reg. 64708.
D. Tempe does not have a grant of authority to establish a Foreign-Trade Zone.
E. Arizona Custom Blends, (“ACB”) operates facilities on certain real property within 
the City of Tempe located at 2130 S. Industrial Park Avenue and 1222 W. 23rd Street, 
Tempe Arizona 85282 (comprised of APN 123-35-064) (“Site”) and desires to have the 
Site designated as a foreign-trade zone (“Zone Site”).  The Site as shown in Exhibit C, 
which is attached to this Agreement and incorporated by reference, is utilized as a 
manufacturing and distribution facility. ACB seeks the import/export duty-related benefits 
afforded businesses located within the FTZ.  ACB agrees not to pursue or claim the 
beneficial tax treatment for existing or new facilities located on the site as afforded by 
Arizona law.
F. Tempe desires to assist ACB in obtaining approval from the Board to establish,

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operate, and maintain a foreign-trade zone at the Zone Site.
G. Phoenix is willing to submit an application to the Board on behalf of ACB 
(“Application”) for a minor boundary modification to establish, operate, and maintain a 
foreign-trade zone at the Zone Site to demonstrate its interest in a cooperative regional 
effort to encourage the retention and expansion of business in the greater metropolitan 
area.
AGREEMENT
 NOW, THEREFORE, in consideration of the promises and mutual agreements 
contained and described herein, the parties agree as follows:  
I.
 Statutory Requirements
1. Purpose – Ariz. Rev. Stat. § 11-952(B)(2). The purpose of this Agreement is to 
memorialize Tempe’s and Phoenix’s agreement to work together to assist ACB in its 
efforts to obtain foreign-trade zone status for the Zone Site and to assure Phoenix that 
the establishment, operation, and maintenance of a foreign-trade zone status at the Zone 
Site, including any unsuccessful efforts made in respect thereto, shall be accomplished 
without any cost or liability whatsoever to Tempe or Phoenix.  
2. Duration – Ariz. Rev. Stat. § 11-952(B)(1). This Agreement shall take effect and 
become operative on its Effective Date provided above. This Agreement will continue in 
duration for the term of the Foreign-Trade Zone Operations Agreement (“Operations 
Agreement”), which is to be negotiated and executed between Phoenix and ACB 
pursuant to §§ 7 and 8 below, until that Operations Agreement terminates or otherwise 
expires unless this Agreement is terminated earlier in accordance with § 4 below. The 
Parties do not intend that the term of this Agreement shall exceed any limitation imposed 
by law, including without limitation the laws of the State of Arizona, and agree to comply 
with any applicable requirements of such laws in connection with the Agreement’s term.
3. Manner of Financing/Budgeting – Ariz. Rev. Stat. § 11-952(B)(3). Funding for 
Tempe’s and Phoenix’s respective responsibilities under this Agreement are annually 
approved by Tempe’s and Phoenix’s respective City Councils when they approve their 
annual budgets. 
4. Termination – Ariz. Rev. Stat. § 11-952(B)(4). This Agreement will terminate 
upon the earliest occurrence of the following:
4.1.
the Agreement reaches the end of its term; 
4.2.
the Parties mutually agree to terminate this Agreement by formal 
amendment signed by the Parties;
4.3.
one Party is in default of its obligations and fails to institute required 
corrective actions (see § 26 below); or

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4.4.
one Party provides the other Party with a Notice to terminate at least 180 
calendar days before the effective termination date, with each Party to bear its own costs 
and expenses incurred as a result of that termination.
5. Separate Legal Entity – A.R.S. § 11-952(B)(5). This Section is intentionally left 
blank.
6. Other Necessary Matters – A.R.S. § 11-952(B)(6). See § II (Responsibilities) 
below.
II.
 Responsibilities
7. Tempe’s Obligations. Tempe’s responsibilities under this Agreement include the 
following:
7.1.
Facilitate the negotiation and execution of an Operations Agreement, if any, 
between Phoenix and ACB; and
7.2.
Support the Application process. 
7.3.
Notify Phoenix when Tempe desires enforcement of Phoenix’s right to 
terminate the Operations Agreement if ACB, without the prior approval of Tempe and in 
breach of the Operations Agreement, either seeks or obtains property tax reclassification 
under Arizona Revised Statutes § 42-12006(2) for real or personal property at the Zone 
Site.
8. Phoenix’s Obligations. Phoenix’s responsibilities under this Agreement include 
the following:
8.1.
Conduct 
operations 
in 
good 
faith 
with 
ACB; 
and
8.2.
Enter into an Operations Agreement with ACB for operation of the Zone 
Site, which shall contain provisions that ACB must be responsible for all costs related to 
the Zone Site that are incurred by Phoenix and Tempe, and (b) Phoenix may terminate 
the Operations Agreement if Phoenix is advised by Tempe that ACB has sought or 
obtained a property tax classification under A.R.S. § 42-12006(A)(2) (“Reclassification 
Statute”).
9. Indemnity. Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold 
harmless the other Party (as “Indemnitee”) from and against any and all claims, losses, 
liability, costs, or expenses (including reasonable attorney’s fees) (hereinafter collectively 
referred to as “Claims”) arising out of bodily injury of any person (including death) or 
property damage, but only to the extent that such Claims which result in 
vicarious/derivative liability to the Indemnitee are caused by the act, omission,

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negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, 
employees, or volunteers.
10.Acknowledgements.
10.1. The Parties acknowledge that 15 C.F.R § 400.49 provides for monitoring 
and reviews of foreign-trade zone operations and activity.  Section 400.49(c) provides 
that the Board or the Commerce Department’s Assistant Secretary for Import 
Administration may restrict or prohibit zone activity that it finds is no longer in the public 
interest and the Board has authority under 14 C.F.R. § 400.61 to revoke a grant of 
authority to operate a zone for cause.
11.Notices.  Any notice, demand, or other communication (“Notice”) given or to be 
given, by either Party to the other, shall be given in writing, by certified mail, and shall be 
addressed to the Parties at the addresses set forth below, or at such other address as 
the Parties may otherwise designate by given Notice.  Any Notice shall be deemed 
received upon actual receipt or three (3) business days after deposit in the United 
States mail, whichever date is earlier.
11.1. To Phoenix
Community & Economic Development Director
City of Phoenix
200 West Washington Street, 20th Floor
Phoenix, Arizona 85003-1611
and
City Attorney
City of Phoenix, Law Department
200 West Washington Street, 13th Floor
Phoenix, Arizona 85003-1611
and
City Clerk
City of Phoenix, City Clerk Department
200 West Washington Street, 15th Floor
Phoenix, Arizona 85003-1611
11.2. To Tempe
City Manager
City of Tempe
31 E. Fifth St
Tempe, Arizona 85281

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and
Tempe City Attorney’s Office
P.O. Box 5002
Tempe, Arizona 85280
Attention: City Attorney
III.
 General Provisions
12.Recitals and Captions: The Parties acknowledge that recitals set forth above are 
true and correct and are incorporated into this Agreement by reference. The captions in 
this Agreement are merely for reference, and not to construe or limit the text.
13.Governing Law and Jurisdiction. The laws of the State of Arizona will govern 
this Agreement, both as to interpretation and performance. Any citations to a statute in 
this Agreement refer to the version of that statute in effect when the Parties execute this 
Agreement. ARIZ. REV. STAT. §§ 12-133 and 12-1518 may require arbitration of a dispute. 
Otherwise, the dispute is subject to the jurisdiction of the Maricopa County Superior Court.
14.Compliance with Laws. The Parties will comply with all applicable federal, state, 
and local laws, ordinances, codes, rules, regulations, and executive orders, including 
those governing equal employment opportunity, immigration, nondiscrimination, and the 
Americans with Disabilities Act.
15.Mutual Benefits. In making the promises contained in this Agreement, the Parties 
agree that certain benefits and advantages will accrue for each Party by performance of 
this Agreement, so they enter this Agreement in reliance on the mutual benefits afforded 
each Party. 
16.No Adverse Inference. This Agreement shall not be construed more strongly 
against one Party or the other. The Parties to this Agreement had equal access to, input 
with respect to, and influence over the provisions of this Agreement. Accordingly, no rule 
of construction which requires that any allegedly ambiguous provision be interpreted more 
strongly against one Party than the other shall be used in interpreting this Agreement.
17.Successors and Assigns. The Parties bind themselves and their successors, 
assigns, and legal representatives to this Agreement’s covenants. A Party may not assign 
or otherwise transfer its interest in this Agreement without the other Party’s written 
consent and formal amendment to this Agreement signed by the Parties. Any attempt to 
assign otherwise is void.
18.No Agency Created. Nothing in this Agreement: (a) creates any partnership, joint 
venture, or agency relationship between the Parties; or (b) gives any right or cause of

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action for the benefit of any person, firm, organization, or corporation that is not a Party 
here.
19.No Third-Party Beneficiaries or Agency. Nothing in this Agreement gives any 
rights or benefits to anyone but the Parties. All duties and responsibilities undertaken 
under this Agreement are for the exclusive benefit of the Parties—and not any other party. 
This Agreement does not create a contractual relationship with any third party or 
otherwise establish any third-party beneficiaries. No third party may enforce the terms 
and conditions of this Agreement. 
20.Conflict of Interests. The Parties acknowledge that this Agreement is subject to 
cancellation within three years under ARIZ. REV. STAT. § 38-511 in the event of a conflict 
of interest for a Party’s official/employee. No official/employee of the Parties may: have 
any direct or indirect interest in this Agreement; or participate in any decision relating to 
the Agreement that is prohibited by law.
21.No Payment of Consideration for Agreement. The Parties warrant that they 
have not paid or given—and will not pay or give—any third person any money or other 
consideration for obtaining this Agreement.
22.Entire Agreement. This Agreement expresses the full agreement and 
understanding of the Parties, superseding all prior written or oral communications. 
23.Modification. This Agreement’s terms may not be modified, supplemented, 
amended, or otherwise changed except by formal amendment signed by the Parties. 
There will be no oral modification of this Agreement. 
24.Severability. If any provision or application of this Agreement is invalid or illegal, 
then the Agreement’s remainder endures unaffected and enforceable to the fullest extent 
permitted by law—so long as the severability does not defeat this Agreement’s 
fundamental purposes.
25.Counterparts. The Parties may sign this Agreement in counterparts, and each 
counterpart will be effective and enforceable as though it were the original agreement.
26.Default. A Party shall be deemed in default under this Agreement upon failure of 
such Party to observe or perform any material covenant, condition, or agreement on its 
part to be observed or performed under this Agreement, and the continuance of such 
failure for a period of 30 days after Notice is given by the other Party. Such Notice shall 
specify the failure and request it be remedied within 30 days, unless the Party giving 
Notice agrees in writing to an extension of the time period prior to its expiration. However, 
if the failure stated in the Notice cannot be corrected within the applicable period, it will 
not give rise to a default under this Agreement if corrective action is instituted within the 
applicable period and diligently pursued until the failure is corrected.
27.Default Rights/Remedies. In the event of default under this Agreement, the non-

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defaulting Party will have all rights and remedies available to it at law or in equity. The 
exercise by any Party of one or more such rights or remedies will not preclude that Party 
from exercising—at a different time—any other rights or remedies for the same default or 
any other default by the defaulting Party.
28.Nonliability of Officials and Employees. In the event of any default or breach by 
any Party, no official or employee of that Party will be personally liable for any payments 
or other obligations due under this Agreement.
29.No Waiver. A Party may not construe the failure or delay of the other Party to 
enforce—or require performance of—any of this Agreement’s provisions to be a waiver 
of that provision. Such failure or delay will not affect the validity of any part of this 
Agreement or the rights of the Parties to enforce every provision. 
30.Additional Documents/Actions. The Parties agree to execute and deliver all 
documents and take all actions reasonably necessary to implement and enforce this 
Agreement. 
31.Force Majeure. The Parties will not be responsible or otherwise liable, or deemed 
in breach of this Agreement, for any delay in the performance of this Agreement’s 
obligations to the extent caused by circumstances beyond its control, without the fault or 
negligence, that could not have been prevented by their exercise of due diligence (such 
as fires, natural disasters, riots, wars, and unavoidable or unforeseeable site conditions).
[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first 
written above.  
CITY OF TEMPE
CITY OF PHOENIX
Ed Zuercher, City Manager
Corey D. Woods
Ryan W. Touhill
Mayor
Community & Economic Development Director
ATTEST:
ATTEST:
______________________________
      
Tempe City Clerk
      Phoenix City Clerk
APPROVED AS TO FORM:
APPROVED AS TO FORM:
Julie M. Kriegh, City Attorney
______________________________
      
Attorney for Tempe
Micah Ray Alexander
Assistant Chief Counsel
    
ATTORNEY DETERMINATION
In accordance with the requirements of A.R.S. § 11-952(D), the undersigned attorneys 
acknowledge: (1) that they have reviewed the above Agreement on behalf of their 
respective clients; and (2) that, as to their respective clients only, each attorney has 
determined that this Agreement is in proper form and is within the powers and authority 
granted under the laws of the State of Arizona. 
______________________________
      
Attorney for Tempe
Micah Ray Alexander
Assistant Chief Counsel

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Exhibit A
[INSERT TEMPE RESOLUTION]

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Exhibit B
[INSERT PHOENIX RESOLUTION]

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Exhibit C
[INSERT SITE MAP]