ORDINANCE S-52899 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A DEVELOPMENT AGREEMENT WITH TSMC ARIZONA CORPORATION REGARDING CONSTRUCTION AND INSTALLATION OF WASTEWATER CONVEYANCE INFRASTRUCTURE FACILITIES; AND FURTHER AUTHORIZING THE CITY TREASURER TO ACCEPT AND THE CITY CONTROLLER TO DISBURSE FUNDS. BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PHOENIX as follows: SECTION 1. That the City Manager, or the City Manager’s designee, is hereby authorized to enter into a development agreement (DA) and to execute any other agreements necessary with TSMC Arizona Corporation (TSMC), or its City-approved designee, regarding the design and installation of wastewater conveyance infrastructure facilities. SECTION 2. The material terms of the DA shall be as follows: A. The DA will terminate on the last to occur of the following: (i) 12 years after becoming effective or (ii) one year after the date of completion of all of the TSMC on-site pretreatment systems/industrial reclaimed water plants (IRWPs). Additionally, the DA will terminate immediately (i) in the event the initial IRWP is not substantially completed and operational on or before June 30, 2028 or (ii) at any time after the 12th anniversary of the Effective Date, if an additional IRWP facility is not substantially completed and operational within one (1) year after completion of every third additional FAB, or (iii) three (3) years after the last issuance of a certificate of occupancy for a FAB, in the event TSMC has not commenced and diligently pursued construction of an additional FAB. B. TSMC, at its sole cost and expense, will design, permit, obtain easements and rights-of-way for, negotiate contracts, and construct and install, the wastewater conveyance facilities, which generally consist of two lift stations, gravity sewer lines, wet well, and force mains, all of which infrastructure is generally set forth in the January 2026 TSMC Fab 3 Wastewater Conveyance Infrastructure Improvements Basis of Design Requirements Document Final Submittal from Wilson Engineers, Project No. 25-063 (“the Improvements”). C. TSMC is not being reimbursed for the Improvements from City funds. D. TSMC will dedicate or grant City any necessary public utility easements or rights-of-way for the Improvements located on the TSMC Project property, at no cost to the City. E. TSMC will reimburse the City for City’s reasonable and actual out-of-pocket costs for an independent consultant to assist the City regarding the permitting, review and inspection of the Improvements. F. Upon completion of construction and approval by the City of the Improvements, TSMC will dedicate the Improvements and underlying land to the City. G. After acceptance and dedication, the ownership, operation and maintenance of the dedicated Improvements will be the responsibility of the City. H. Beginning upon acceptance of the Improvements, City will allocate the resulting added conveyance capacity to TSMC during the term of the DA, consistent with Part L, below. I. The DA will not address wastewater treatment plant capacity in any existing or planned facility. J. The DA also will not address water infrastructure needs or water resource requirements. K. The Improvements are not presently included in the City’s Infrastructure Financing Plan and, therefore, there are no development impact fees or development impact fee credits attributable to the Improvements. If the City subsequently includes any of the Improvements in the City’s Infrastructure Financing Plan and charges TSMC a development impact fee attributable to such Improvements, TSMC shall be entitled to development impact fee credits to be applied to the applicable development impact fees up to the amount of the applicable Improvement Costs; L. TSMC will be responsible for obtaining all permits and paying legally required fees that are associated with the Improvements, including, without limitation, applicable wastewater rates, fees and charges and applicable permit fees Wastewater utility service will be provided subject to the Phoenix City Code and other applicable laws; M. After completion and acceptance of the Improvements, the total allowed wastewater discharges at any time from all TSMC flows (domestic and industrial) during the Term shall not exceed a peak hour flow rate of 755 kgal per hour of conveyance capacity, which can be sustained over any rolling 24-hour period, including any emergency bypass. For the avoidance of doubt, the sewer flow rate of 755 kgal per hour must not be exceeded over any one-hour period; N. Nothing in the DA will constitute a waiver or approval by the City in its regulatory capacity. TSMC shall be responsible for compliance with all applicable laws. O. The Agreement will include other terms and conditions as deemed necessary by the City. SECTION 3. The City Treasurer is authorized to accept and the Controller is to disburse all funds for the purposes of this ordinance. PASSED by the City Council of the City of Phoenix this 20th day of May 2026. Kate Gallego M A Y O R ATTEST: Denise Archibald Denise Archibald, City Clerk APPROVED AS TO FORM: Julie Kriegh, City Attorney By: Micah Ray Alexander Micah Ray Alexander, Assistant Chief Counsel REVIEWED BY: Ed Zuercher Ed Zuercher, City Manager Pub: June 4, 2026