Agreement

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EQUIPMENT PURCHASE AGREEMENT
This Equipment Purchase Agreement (“Agreement”) is entered into and effective between CITY 
OF EL MIRAGE, an Arizona municipal corporation (“City”) and FX Tactical LLC, an Arizona 
limited liability company, authorized to do business in the State of Arizona, (“Contractor”) as 
of the      day of                                                                                                                   , 
2026 
(“Effective Date”).
RECITALS
A.
City desires to purchase certain equipment from Contractor, as set forth in the 
attached Exhibit A, Scope of Work (“SOW”) or Quote containing the City’s 
specifications, standards and criteria;
B.
Contractor is not providing the City with any professional services other than 
providing equipment to meet the City’s specifications, industry standards, and the 
quality standards set forth in this Agreement; and
C.
The Equipment being purchased through this Agreement is being done through a 
cooperative purchasing agreement through the Strategic Alliance for Volume 
Expenditure (SAVE); and
D.
City and Contractor desire to memorialize their agreement with this document.
AGREEMENT
The parties hereby agree as follows:
1.
Schedule. The equipment identified in the SOW or Quote will be built and delivered by 
the Contractor in timely and efficient manner.
2.
Contractor’s Work.
2.1
Standard
 
 . Contractor must provide the equipment in accordance with the City’s 
specifications, the attached SOW or Quote (if applicable), any applicable 
standards of due diligence, care, and quality associated with the successful 
furnishing of equipment for projects that are equivalent in size, scope, quality, 
and other criteria as identified in this Agreement.
2.2
Licensing
 
 . Contractor warrants that:
a.
Contractor currently holds all appropriate and required licenses, 
registrations and other approvals necessary for the lawful furnishing of 
the equipment as contained in the SOW or Quote (“Approvals”); and
b.
Neither Contractor nor any Subcontractor has been debarred or 
otherwise legally excluded from contracting with any federal, state, or 
local governmental entity (“Debarment”).
(1)
City is under no obligation to ascertain or confirm the existence or 
issuance of any Approvals or Debarments, or to examine

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Contractor's contracting ability.
(2)
Contractor must notify City immediately if any Approvals or 
Debarment changes during the Agreement's duration. The failure 
of the Contractor to notify City as required will constitute a 
material default under the Agreement.
2.3
Compliance
 
 .
a.
Equipment in the SOW or Quote will be furnished in compliance with 
applicable federal, state, county and local statutes, rules, regulations, 
ordinances, building codes, life safety codes, and other specifications, 
standards and criteria designated by City.
b.
Nothing in this Agreement requires the City to accept equipment that does 
not meet the specifications, standards and criteria contained in the SOW 
or Quote. In the event the equipment does not meet the specifications, 
standards and criteria contained in the SOW or Quote, the City may, at its 
sole discretion: (i) reject the equipment and terminate this Agreement; or 
(ii) give the Contractor a reasonable time to cure any defect or non-
compliance.
c.
Contractor must not discriminate against any employee or applicant for 
employment on the basis of race, color, religion, sex, national origin, age, 
marital status, sexual orientation, gender identity or expression, genetic 
characteristics, familial status, U.S. military veteran status or any 
disability. Contractor will require any Sub-contractor to be bound to the 
same requirements as stated within this section. Contractor, and on 
behalf of any subcontractors, warrants compliance with this section.
3.
Compensation. Contractor’s compensation for the equipment to be purchased as 
specified in the SOW or Quote will not exceed $102,000.00 as specifically detailed in 
Exhibit B (“Compensation”).
4.
Billings and Payment.
4.1
Applications
 
 .
a.
Contractor will submit its invoice (“Payment Application”) to City’s Project 
Manager and City will remit payments based upon the Payment 
Application as stated below.
b.
The City will process and remit payment within 30 days, unless the 
equipment delivered does not meet the City’s specifications or the City 
rejects the Payment Application for any other reason.
4.2
Review
 
   and
 
   Withholding
 
 . City’s Project Manager will timely review and certify 
Payment Applications.
a.
If the Payment Application is rejected, the City will issue a written listing 
of the items not approved for payment.
b.
City may withhold an amount sufficient to pay expenses that City

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reasonably expects to incur in correcting the deficiency or deficiencies 
rejected for payment.
5.
Termination.
5.1
For
 
   Convenience
 
 . City may terminate this Agreement for convenience, without 
cause, by delivering a written termination notice stating the effective 
termination date, which may not be less than fifteen
(15) days following the date of delivery. Contractor will not be compensated for 
Equipment unless it has been delivered to City and meets the City’s 
specifications.
5.2
For
 
  Cause
 
 . In addition to the remedy contained in Section 2.3(b.) above, the City 
may terminate this Agreement for cause if Contractor fails to cure any breach of 
this Agreement within seven (7) days after receipt of written notice specifying 
the breach.
a.
Contractor will not be entitled to further payment until after City has 
determined its damages. If City’s damages resulting from the breach, as 
determined by City, are less than the equitable amount due but not paid 
Contractor for Equipment furnished, City will pay the amount due to 
Contractor, less City’s damages, in accordance with the provisions of 
Section 4.
b.
If City’s direct damages exceed amounts otherwise due to Contractor, 
Contractor must pay the difference to City immediately upon demand; 
however, Contractor will not be subject to consequential damages more 
than $2,000,000 or the amount of this Agreement, whichever is greater.
6.
Conflict. Contractor acknowledges this Agreement is subject to A.R.S. § 38-511, which 
allows for cancellation of this Agreement in the event any person who is significantly 
involved in initiating, negotiating, securing, drafting, or creating the Agreement on 
City’s behalf is also an employee, agent, or Contractor of any other party to this 
Agreement.
7.
Insurance. For the duration of the term of this Agreement, Contractor shall procure 
and maintain insurance against claims for injuries to persons or damages to property 
which may arise from or in connection with building and delivering the Equipment to 
the City’s specifications. Such insurance shall cover Contractor, its agent(s), 
representative(s), employee(s), and any subcontractors.

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7.1
Minimum
 
  Scope
 
  and
 
  Limit
 
  of
   Insurance
 
 . Coverage must be at least as broad as:
a.
Commercial General Liability (CGL): Insurance Services Office Form CG 
00 01, including products and completed operations, with limits of no less 
than $2,000,000 per occurrence for bodily injury, personal injury, and 
property damage. If a general aggregate limit applies, either the general 
aggregate limit shall apply separately to this Equipment/location or the 
general aggregate limit shall be twice the required occurrence limit.
b.
Automobile Liability: Insurance Services Office Form Number CA 0001 
covering Code 1 (any auto), with limits no less than $2,000,000 per 
accident for bodily injury and property damage.
c.
Professional Liability. To the extent required, Contractor must maintain a 
Professional Liability insurance covering errors and omissions arising out 
of the work or services performed by Contractor, or anyone employed by 
Contractor, or anyone for whose acts, mistakes, errors and omissions 
Contractor is legally liability, with a liability insurance limit of $2,000,000 
for each claim and a $4,000,000 annual aggregate limit.
d.
Worker’s Compensation: Insurance as required by the State of Arizona, 
with Statutory Limits, and Employers’ Liability insurance with a limit of 
no less than $2,000,000 per accident for bodily injury or disease.
7.2
Indemnification
 
 .
a.
To the fullest extent permitted by law, Contractor must defend, 
indemnify, and hold harmless City and its elected officials, officers, 
employees and agents (each, an “Indemnified Party,” collectively, the 
“Indemnified Parties”) for, from, and against any and all claims, demands, 
actions, damages, judgments, settlements, personal injury (including 
sickness, disease, death, and bodily harm), property damage (including 
loss of use), infringement, governmental action and all other losses and 
expenses, including attorneys' fees and litigation expenses (each, a 
“Demand or Expense” collectively “Demands or Expenses”) asserted by a 
third-party (i.e. a person or entity other than City or Contractor) and that 
arises out of or results from the breach of this Agreement by the 
Contractor or the Contractor’s negligent actions, errors or omissions 
(including any Subcontractor or Subcontractor or other person or firm 
employed by Contractor), whether sustained before or after delivery of 
the Equipment.
b.
This indemnity and hold harmless provision applies even if a Demand or 
Expense is in part due to the Indemnified Party’s negligence or breach of 
a responsibility under this Agreement, but in that event, Contractor will 
be liable only to the extent the Demand or Expense results from the 
negligence or breach of a responsibility of Contractor or of any person or 
entity for whom Contractor is responsible.

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c.
Contractor is not required to indemnify any Indemnified Parties for, 
from, or against any Demand or Expense resulting from the Indemnified 
Party’s sole negligence or other fault solely attributable to the 
Indemnified Party.
7.3
Other
 
   Insurance
 
   Provisions
 
 . The insurance policies required by the Section 
above must contain, or be endorsed to contain the following insurance 
provisions:
a.
The City, its officers, officials, employees and volunteers are to be 
covered as additional insureds of the CGL and automobile policies for 
any liability arising from or in connection with the performance of all 
tasks or work necessary to build and deliver the Equipment as specified 
by the City. Such liability may arise, but is not limited to, liability for 
materials, parts or equipment furnished in connection with any tasks, or 
work performed by Contractor or on its behalf and for liability arising 
from automobiles owned, leased, hired or borrowed on behalf of the 
Contractor. General liability coverage can be provided in the form of an 
endorsement 
to 
the 
Contractor’s 
existing 
insurance 
policies, 
provided such

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endorsement is at least as broad as ISO Form CG 20 10, 11 85 or both CG 
20 10 and CG 23 37, if later revisions are used.
b.
For any claims related to this Equipment, the Contractor’s insurance 
coverage shall be primary insurance with respect to the City, its 
officers, officials, employees, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees or 
volunteers shall be in excess of the Contractor’s insurance and shall not 
contribute with it.
c.
Each insurance policy required by this Section shall provide that coverage 
shall not be canceled, except after providing notice to the City.
7.4
Acceptability of Insurers
 
 . Insurance is to be placed with insurers with a current 
A.M. Best rating of no less than A: VII, unless the Contractor has obtained prior 
approval from the City stating that a non-conforming insurer is acceptable to the 
City.
7.5
Waiver
 
   of
    Subrogation
 
 . Contractor hereby agrees to waive its rights of 
subrogation which any insurer may acquire from Contractor by virtue of the 
payment of any loss. Contractor agrees to obtain any endorsement that may be 
necessary to affect this waiver of subrogation. The Workers’ Compensation 
Policy shall be endorsed with a waiver of subrogation in favor of the City for all 
work performed by the Contractor, its employees, agent(s) and subcontractor(s).
7.6
Verification of Coverage
 
 . Within fifteen (15) days of the Effective Date of this 
Agreement, Contractor shall furnish the City with original certificates and 
amendatory endorsements, or copies of any applicable insurance language 
making the coverage required by this Agreement effective. All certificates and 
endorsements must be received and approved by the City before work 
commences. Failure to obtain, submit or secure the City’s approval of the 
required insurance policies, certificates or endorsements prior to the City’s 
agreement that work may commence shall not waive the Contractor’s 
obligations to obtain and verify insurance coverage as otherwise provided in this 
Section. The City reserves the right to require complete, certified copies of all 
required insurance policies, including any endorsements or amendments, 
required by this Agreement at any time during the Term stated herein.
Contractor’s failure to obtain, submit or secure the City’s approval of the 
required insurance policies, certificates or endorsements shall not be considered 
a Force Majeure or defense for any failure by the Contractor to comply with the 
terms and conditions of the Agreement, including any schedule for building or 
delivering the equipment in accordance with the SOW or Quote.
7.7
Subcontractors
 
 . Contractor shall require and shall verify that all subcontractors 
maintain insurance meeting all requirements of this Agreement.
7.8
Special Risk or Circumstances
 
 . The City reserves the right to modify these 
insurance requirements, including any limits of coverage, based on the nature of

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the risk, prior experience, insurer, coverage or other circumstances unique to 
the Contractor, the SOW or Quote or the insurer.
8.
E-verify, Records, and Audits. To the extent applicable under A.R.S. § 41-4401, the 
Contractor warrants their compliance and that of its subcontractors with all federal 
immigration laws and regulations that relate to their employees and compliance with 
the E-verify requirements under A.R.S. § 23-214(A). The Contractor or subcontractor’s 
breach of this warranty shall be deemed a material breach of the Agreement and may 
result in the termination of the Agreement by the City under the terms of this 
Agreement. The City retains the legal right to randomly inspect the papers and records 
of the other party to ensure that the other party is complying with the above-mentioned 
warranty. The Contractor and subcontractor warrant to keep their respective papers 
and records open for random inspection during normal business hours by the other 
party. The parties shall cooperate with the City’s random inspections, including 
granting the inspecting party entry rights onto

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their respective properties to perform the random inspections and waiving their 
respective rights to keep such papers and records confidential.
9.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, 
the parties hereby certify that they are not currently engaged in, and agree for the 
duration of the Agreement to not engage in, a boycott of goods or services from Israel, 
as that term is defined in A.R.S § 35-393.
10.
Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not 
currently, and during the term of this Agreement, will not use:
a.
the forced labor of ethnic Uyghurs in the People’s Republic of China;
b.
any goods or services produced by the forced labor of ethnic Uyghurs in 
the People’s Republic of China; and
c.
any contractors, subcontractors or suppliers that use the forced labor or 
any goods or services produced by the forced labor of ethnic Uyghurs in 
the People’s Republic of China.
11.
Attestation of PCI Compliance. When applicable, the Contractor will provide the City 
annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of 
compliance certificate signed by an officer of Contractor with oversight responsibility.
12.
Notices.
12.1
A notice, request or other communication that is required or permitted under 
this Agreement (each a “Notice”) will be effective only if:
a.
The Notice is in writing; and
b.
Delivered in person or by overnight courier service (delivery charges 
prepaid), certified or registered mail (return receipt requested).
c.
Notice will be deemed to have been delivered to the person to whom it is 
addressed as of the date of receipt, if:
(1)
Received on a business day before 5:00 p.m. at the address for 
Notices identified for the Party in this Agreement by U.S. Mail, 
hand delivery, or overnight courier service; or
(2)
As of the next business day after receipt, if received after 5:00 p.m.
d.
The burden of proof of the place and time of delivery is upon the Party 
giving the Notice.
e.
Digitalized signatures and copies of signatures will have the same effect as 
original signatures.
12.2
Representatives
 
 .
a.
Contractor. 
Contractor’s
 
representative
 
(the
 
“Contractor’s 
Representative”) authorized to act on Contractor’s behalf with respect to 
the Agreement, and his or her address for Notice delivery is:

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FX Tactical LLC 
c/o Jeff Gregory
8948 W. Cactus Road 
Peoria, AZ 85381
b.
City. City’s representative (“City’s Representative”) authorized to act on 
City’s behalf, and his or her address for Notice delivery is:
City of El 
Mirage c/o 
Chief of Police
12401 W Cinnabar Ave
El Mirage Arizona 85335

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With
 
  required
 
  copy
 
  to
  :
City Manager
City Attorney
City of El Mirage
City of El Mirage
10000 N El Mirage Rd
10000 N El Mirage Rd  
El Mirage Arizona 85335
El Mirage Arizona 
85335
c.
Concurrent Notices.
(1)
All notices to City’s representative must be given concurrently to 
City Manager and City Attorney.
(2)
A notice will not be deemed to have been received by City’s 
representative until the time that it has also been received by the 
City Manager and the City Attorney.
(3)
City may appoint one or more designees for the purpose of 
receiving notice by delivery of a written notice to Contractor 
identifying the designee(s) and their respective addresses for 
notices.
d.
Changes. Contractor or City may change its representative or information 
on Notice, by giving Notice of the change in accordance with this section 
at least ten days prior to the change.
13.
Entire Agreement; Survival; Counterparts; Signatures.
13.1
Integration
 
 . This Agreement contains, except as stated below, the entire 
agreement between City and Contractor and supersedes all prior conversations 
and negotiations between the parties regarding the Equipment or this 
Agreement.
a.
Neither Party has made any representations, warranties or agreements as 
to any matters concerning the Agreement’s subject matter.
b.
Representations, statements, conditions, or warranties not contained in 
this Agreement will not be binding on the parties.
c.
The solicitation, any addendums and the response submitted by the 
Contractor are incorporated into this Agreement as if attached hereto. 
Any Contractor response modifies the original solicitation as stated. 
Inconsistencies between the solicitation, any addendums and the 
response or any excerpts attached as Exhibit A and this Agreement will be 
resolved by the terms and conditions stated in this Agreement.
13.2
Interpretation
 
 .
a.
The parties fairly negotiated the Agreement’s provisions to the extent they 
believed necessary and with the legal representation they deemed 
appropriate.
b.
The parties are of equal bargaining position and this Agreement must be

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construed equally between the parties without consideration of which of 
the parties may have drafted this Agreement.
c.
The Agreement will be interpreted in accordance with the laws of the State 
of Arizona.
13.3
Survival
 
 . Except as specifically provided otherwise in this Agreement, each 
warranty, representation, indemnification and hold harmless provision, 
insurance requirement, and every other right, remedy and responsibility of a 
Party, will survive completion of the Equipment, or the earlier termination of 
this Agreement.
13.4
Amendment
 
 . No amendment to this Agreement will be binding unless in writing 
and executed by the parties. Electronic signature blocks do not constitute 
execution for purposes of this Agreement. Any amendment may be subject to 
City Council approval.

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13.5
Remedies
 
 . All rights and remedies provided in this Agreement are cumulative 
and the exercise of any one or more right or remedy will not affect any other 
rights or remedies under this Agreement or applicable law.
13.6
Severability
 
 . 
If any provision of this Agreement is voided or found 
unenforceable, that determination will not affect the validity of the other 
provisions, and the voided or unenforceable provision will be reformed to 
conform with applicable law.
13.7
Counterparts
 
 . This Agreement may be executed in counterparts, and all 
counterparts will together comprise one instrument.
14.
Term.
14.1
Extensions. The term of this Agreement commences upon the effective date and 
continues for a one (1) year initial period. The City may, at its option and with 
the approval of the Consultant, extend the term of this Agreement an additional 
four (4) years, on an annual basis. Consultant will be notified in writing by the 
City of its intent to extend the Agreement period at least thirty (30) calendar days 
prior to the expiration of the original or any extension period. Price adjustments 
will only be reviewed during the Agreement extension period and will be a 
determining factor for any extension. There are no automatic extensions or 
renewals of this Agreement.
14.2
Extension
 
   for
 
   Procurement
 
   Process
 
 . Upon the expiration of the Term of this 
Agreement, including the initial term and any extensions, at the City’s sole 
discretion, this Agreement may be extended on a month-to-month basis for a 
maximum of six (6) months to allow for the City to complete its procurement 
process to select a vendor to provide the services/materials similar to those 
provided under this Agreement. The City will notify the Contractor in writing of 
its intent to extend the Agreement at least thirty (30) calendar days prior to the 
expiration of the Term. Any extension provided under this subsection will 
continue under the same terms and conditions as in effect immediately prior to 
the expiration of the then-current term.
15.
Dispute Resolution. Any controversy or claim arising out of or relating to this 
contract, or the breach thereof, shall be settled by arbitration administered according 
to the American Arbitration Association’s Commercial Arbitration Rules, and judgment 
on the award rendered by the arbitrator may be entered in any court having 
jurisdiction thereof.
16.
Cooperative Use of Contract. This agreement may be extended for use by other 
governmental agencies and political subdivisions of the State. Any such usage by other 
entities must be in accord with the ordinances, charter, rules and regulations of the 
respective entity and the approval of the Contractor and City. For a list of SAVE 
members, click on the following link: http://www.mesaaz.gov/business/purchasing/save
17.
Exhibits. The following exhibits, with reference to the term in which they are first 
referenced, are incorporated by this reference.

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Exhibit A
Scope 
of 
Work/Quote
 
Exhibit
 
B
Compensation
(The remainder of this page left blank intentionally. Signatures appear on the 
following page.)

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The parties enter into this Agreement effective as of the date shown above.
City of El Mirage,
an Arizona municipal corporation
By: Crystal Dyches
Its: City Manager
ATTEST:
Jill Boltz
       
City Clerk
APPROVED AS TO FORM:
Justin Pierce 
 
City Attorney
FX Tactical LLC,
an Arizona limited liability company
By: Jeff Gregory
Its: General Manager

EXHIBIT A
Equipment Purchase Agreement 
SCOPE OF WORK/QUOTE
This Contract establishes a reliable source for the El Mirage Police Department to procure 
police uniforms, duty gear, tactical equipment, less-lethal munitions, and other law 
enforcement-related products listed herein and in the Contractor’s catalog. Purchases shall be 
made on an as-needed basis to support operational readiness, investigations, detention, and 
public safety functions.
The Contractor shall furnish the following categories of goods in accordance with the 
specifications and estimated annual quantities outlined in Exhibit A:
• Police Uniforms
• Duty Gear
• Detention, Security, Traffic Service Specialist, and Forensic Apparel and Equipment
• Paddle Holsters
• Tactical Vest Carriers
• SWAT Tactical Gear
• Less-Lethal Munitions
• Patches, Rank Insignia, Nameplates, and Accessories
• Other Catalog Items
All goods shall be new, unused, and conform to applicable industry standards and safety 
regulations. Pricing shall be in accordance with the discount structure outlined in Exhibit B. 
Exhibit A outlines current product specifications and pricing, but ongoing pricing shall be 
based on Exhibit B's discount structure. All invoices must reflect the agreed-upon discount off 
the Manufacturer’s Suggested Retail Price (MSRP) or retail price. Contractor shall deliver any 
items within fourteen (14) days from the date of purchase order or written notice from the 
Police Department. Defective or non-conforming items shall be replaced at no additional cost 
to the Department.
The Contractor shall provide access to its full catalog of law enforcement products. Catalog 
shall be updated annually or upon request. All catalog items are subject to the discount 
structure in Exhibit B.

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EXHIBIT B
Equipment Purchase 
Agreement 
COMPENSATION
METHOD AND AMOUNT OF COMPENSATION
Items may be purchased by the City as either “issued equipment” or “replacement equipment.” 
Invoices shall be submitted to the City for payment processing. Each invoice must include a 
detailed itemization of descriptions, quantities, unit prices, and any applicable discounts.
NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Contractor for completion of work during the Project 
during the entire term must not exceed $102,000.
DETAILED COMPENSATION
See attached Exhibit B for pricing discount structure.

Exhibit B