Log 92444 (1).pdf

FINANCE & ADMINISTRATION DEPARTMENT, PROCUREMENT DIVISION

Justification for Single Source, effective 01/2024 Page 1

SINGLE SOURCE JUSTIFICATION FORM (SSJF)

Pursuant to the City of Jacksonville Procurement Code 126.306(a) (8) & The Procurement Operating Manual, when requesting to purchase from a Supplier subject to the referenced sections, this form is to be completed and must be submitted to the Procurement Division with applicable attachments via 1Cloud Smart Form Requisition.

1. Requesting Agency: Jacksonville Sheriff's Office (JSO)

2. Nature and/or description of the requirement being requested.

Identify each item, component or service being procured. (Attach quote/proposal):

Why does the city need these particular goods or services?

The Duval County Courthouse seeks a walk-through weapons screening system and a baggage x-ray machine that are designed to address various security challenges including high-traffic bottlenecks, detection blind spots, detecting metallic and non-metallic threats and multiple-venue mobility. The unique functionality that TruePort® provides an AI-empowered, multi-sensor security screening system not available from other vendors. It’s detection capabilities go beyond traditional walk-through metal detectors and other electromagnetic based high throughput weapons detection systems. These electromagnetic based systems often fail to detect modern non-metallic threats, all of which TruePort is designed to detect.

TruePort identifies threats based on shape, material, and pattern analysis—not full-body imaging. This preserves personal privacy while maintaining high-security standards. TrueScan™ combines AI-driven detection with dual-energy imaging to enhance both accuracy and efficiency. Unlike conventional X-ray systems, TrueScan utilizes AI-powered object recognition to quickly identify potential threats, reducing false positives and accelerating the inspection process. Its seven color imaging technology enables precise material differentiation, allowing security personnel to make informed, confident decisions in real time. The system also prioritizes privacy-respecting threat identification, utilizing AI-powered object recognition.The compatability and integration of the Xonar System is designed to integrate with the Sheriff’s Office’s existing security infrastructure without requiring costly customization or replacement of current assets.

FINANCE & ADMINISTRATION DEPARTMENT, PROCUREMENT DIVISION

Justification for Single Source, effective 01/2024 Page 2

5. Summary of Market Research [Provide a description of the market research performed, how it was performed, by whom, and market research results. Please spell out acronyms.]

[ Eve Janocko, Trial Court Administrator conducted a review of other available vendors and solutions, and determined that alternative solutions lack one or more critical capabilities described above; Use of alternative vendors would require significant additional cost, time, or risk to achieve partial functionality; and No other vendor can provide the Systems as a fully integrated, commercially available solution at a reasonable cost point.

6. Conflict of Interest (Must Check)

√ By checking this box, I affirm that there are no actual, potential, or perceived conflicts of interest with the entity in which I am requesting a single source award. Conflict of Interest shall be interpreted consistent with Chapter 112, Florida Statutes.

7. Other Documentation (Check and attach all that apply)

√ Supplier Quote

√ Single Source Memo signed by Director

√ Other [Single Source Document ]

3. Provide a detailed justification as to why the requested goods/services can only be efficiently and effectively procured through the recommended Single Source Supplier:

Xonar Technology Inc. is the only vendor capable of providing Systems that meet the operational, technical,and security requirements for the Courthouse. The hardware, software, and system architecture underlying TruePort and TrueScan are proprietary to Xonar Technology Inc. and are not available through resellers or alternative vendors. It is designed to integrate with the existing security infrastructure without requiring costly customization or replacement of current assets. Adopting this system supports standardization across facilities and personnel workflows, reducing training time, minimizing operational disruption, and enhancing office and public safety. Any alternative solutions lack one or more critical capabilities described above. Use of any alternative vendors would require significant additional cost, time, or risk to achieve partial functionality.

4. Date of Request 07/31/2026

TruePort® and TrueScan™ Order

Contact 800-934-0348 Email info@xonar.com Address 3320 Scherer Drive, Suite A

St. Petersburg, Florida 33716

CONFIDENTIAL

Dated:

Duval County Courthouse 501 W. Adams Street Jacksonville, FL 32202 Attn: Bill Clement Phone:

Email:

Overview

Lease of XONAR® TRUEPORT® and TRUESCAN™ and accompanying hardware, software, and product maintenance services.

Terms

One (1) XONAR TRUEPORT Unit. Includes latest software, event statistics and 24-hour help desk.

TruePort Lease Price: $19,200/year per unit billed annually upfront.

Lease Term: 2 years

TruePort AI Model Updates: $3,500/year per unit. Billed annually in advance. 2-year term.

One(1) XONAR TRUESCAN Unit. Includes latest software and 24-hour help desk.

TrueScan Lease Price: $7,800/year per unit. Billed annually in advance.

Lease Term: 2 years

TrueScan AI Model Update: $2,800/year per unit. Billed annual in advance. 2-year term.

Installation/Set-up/Training: $1,500

Term begins on the date on which Units are delivered.

Maintenance and repair of equipment/hardware shall be included for the duration of the Term.

Facial Recognition and other enhancements, if requested, to be billed at then-current pricing.

Shipping and handling costs, as well as any applicable sales tax, shall be borne by Customer and added to the invoice. Shipping Costs (both initial delivery and return) shall be borne by Customer and billed following shipment. For standard shipping (delivery and pickup), a minimum 3-day delivery period and 4-hour delivery window for each available delivery day is required. Requests for specific delivery days and/or limited time periods (e.g., delivery/pickup only on Tuesday between 3-4pm) are considered special delivery requirements and will be subject to additional fees.

All invoices shall be payable in United States currency without setoff and, other than the initial invoice which must be paid prior to shipping, shall be payable within thirty (30) days following such invoice. All payments made by credit card will be charged an additional 3%.

Xonar Contact

Ira Rosenblum, Vice Chairman Email: ira@xonar.com Phone: +1 (516) 395-9731 mailto:ira@xonar.com

TruePort® and TrueScan™ Order

Email info@xonar.com Address 3320 Scherer Drive, Suite A

St. Petersburg, Florida 33716

CONFIDENTIAL

Additional Terms & Client Acceptance

STANDARD TERMS AND CONDITIONS

THIS ORDER AND ALL PRODUCTS AND SERVICES PROVIDED BY XONAR TECHNOLOGY INC. ARE SUBJECT TO ITS STANDARD TERMS AND CONDITIONS ON THE ATTACHED SCHEDULE A. EXCEPT AS OTHERWISE SPECIFICALLY AGREED IN WRITING BY BOTH PARTIES, NO MODIFICATIONS TO THE STANDARD TERMS AND CONDITIONS SHALL BE MADE AND ARE HEREBY EXPRESSLY REJECTED REGARDLESS OF WHETHER XONAR TECHNOLOGY INC. OBJECTS TO ANY OF THEM SPECIFICALLY OR NOT. EXECUTION BY CLIENT OF THIS TRUEPORT® ORDER AGREEMENT, ACCEPTANCE OF ANY PRODUCTS OR SERVICES DESCRIBED HEREIN, OR PAYMENT TO XONAR TECHNOLOGY FOR ANY SUCH PRODUCTS OR SERVICES SHALL CONCLUSIVELY BE DEEMED CLIENT’S AGREEMENT TO THIS TRUEPORT® ORDER AND THE STANDARD TERMS AND CONDITIONS.

THIS ORDER ORDER SUPERSEDES ALL PREVIOUS QUOTATIONS, NEGOTIATIONS, PROPOSALS,

COMMITMENTS, WRITINGS, ADVERTISEMENTS, AND UNDERSTANDINGS OF ANY NATURE WHATSOEVER. THIS ORDER MAY BE MODIFIED ONLY IN WRITING EXECUTED BY AN AUTHORIZED XONAR TECHNOLOGY INC.

REPRESENTATIVE.

CANCELLATION POLICY

This TruePort® Order may not be canceled or terminated prior to the expiration of the Term.

Accepted by XONAR TECHNOLOGY INC.

Signature: Date:

Accepted by

Print Name of Authorized Client Representative:

Title:

Signature: Date:

Phone Number: Email:

Email info@xonar.com Address 3320 Scherer Drive, Suite A St. Petersburg, Florida 33716

SCHEDULE A

XONAR TECHNOLOGY INC.

STANDARD TERMS AND CONDITIONS

THESE STANDARD TERMS AND CONDITIONS, as modified for the Customer and agreed upon by the parties, apply to all products, equipment and/or services provided by Xonar Technology Inc. (“XONAR®” or “XONAR”) to the City of Jacksonville, a consolidated political subdivision and municipal corporation existing under the laws of the State of Florida (“Customer”).

1. Products/ Equipment and Services; Term.

a. XONAR® shall provide to Customer those security and threat detection systems, which may include without limitation i) Xonar TruePort™ and accompanying hardware, software, product maintenance services, and/or accessories and ii) Xonar TrueScan™ and accompanying hardware, software, product maintenance services, and/or accessories (collectively, the “Products and Services”) which are specified in an agreement, quote, proposal or purchase order signed by Customer (the “Agreement”), which Agreement shall incorporate these Standard Terms and Conditions and any applicable Exhibits hereto, all of which shall all be part of the Agreement. The Products and Services shall be located at the facility(ies) listed in the Agreement (whether singular or plural, the “Facility”). Customer agrees that it will not damage or remove the Products and Services from the Facility. Customer agrees that it will not use the Products and Services in any unlawful manner or in any manner that may violate the rights of a third party. The duration of the Agreement shall be for the period stated in the Agreement (such period, the “Initial Term”). After the Initial Term, the Agreement may be renewed for successive one-year terms only upon the mutual written agreement of both parties. Any such renewal shall be evidenced by a written renewal executed by authorized representatives of both parties.

The Initial Term and all successive terms thereafter shall be referred to herein as the “Term”. Notwithstanding the foregoing, XONAR agrees that pricing shall remain fixed at the rates set forth in the TruePort® and TrueScan™ Purchase Order to which these terms and conditions are attached, for the first two (2) one-year renewal terms, should Customer elect to renew the Agreement.

b. Standard of Service. With regard to any and all Products and Services provided by XONAR under the Agreement, XONAR will perform, or will cause to be performed, the Products and Services (i) in a commercially reasonable manner and professional level of service, and (ii) in all material respects in accordance with applicable laws and regulations.

c. No Other Warranties. Except as provided in the preceding subsection and in any applicable Purchase Order, XONAR DOES NOT MAKE ANY WARRANTY CONCERNING THE PRODUCTS AND SERVICES, AND XONAR HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Customer acknowledges that XONAR cannot guarantee that it will detect all potential risks and/or threats to Customer and/or its personnel and property. The Products and Services are provided as a component of Customer’s overall security system to assist Customer in mitigating potential risks and threats to persons and property but are not a guarantee of, and XONAR expressly disclaims, the detection, avoidance or elimination of any or all such risks or threats. If Customer observes that any of the Products and Services provided by XONAR do not conform with what is required by the Agreement, Customer must promptly notify XONAR and XONAR shall have the opportunity to make any necessary corrections. Customer shall use the Products and Services strictly in accordance with Xonar TruePort™ User Manual or Xonar TrueScan™ User Manual, as applicable. Customer acknowledges that XONAR cannot guarantee that it will detect all potential risks and/or threats to Customer and/or its personnel and property.

2. Fees; Payment Terms.

a. Customer shall pay XONAR the fees and expenses as set forth in the Agreement (the “Fees”). Customer shall pay all sales, use and excise taxes, and any similar taxes, duties and charges of any kind imposed by any governmental authority on Fees payable by Customer. The Fees exclude shipping and handling charges, which are the obligation of Customer and will be added to the invoice. XONAR acknowledges that Customer is a governmental entity exempt from sales and use taxes, and that Customer may not be required to pay such taxes. Customer shall provide proof of its exempt status upon reasonable request.

b. Subject to Florida’s Prompt Payment Act, and except as otherwise stated in the Agreement, XONAR will invoice Customer following provision of the Products and Services and Fees including any reimbursable expenses shall be payable in United States currency without setoff within forty-five (45) days following such invoice. If Customer fails to pay two consecutive invoices when due, then (i) XONAR shall have the right to suspend the subscription and the Products and Services until the Customer pays all Fees due and outstanding, and (ii) Fees overdue by more than 15 days shall accrue interest at the rate of 1.5% per month, or the maximum rate allowed by law until the outstanding Fees plus all accrued interest are paid in full. The late charges shall be in addition to, and not in lieu of, other remedies available to XONAR hereunder, at law and/or in equity. Customer shall not unreasonably withhold acceptance of, or payment for, work completed under the Agreement.

3. Confidentiality. Customer was created by and is subject to the laws of Florida. Accordingly, the Agreement is subject to Florida’s Public Records Law and the exemptions there to, including provisions regarding confidential records. Subject to Florida’s Public Records Law:

a. “Confidential Information” means any non-public information disclosed by one party to the other, whether in written, graphic, electronic, verbal, or other form, that is designated as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Verbal disclosures must be identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days to be considered Confidential Information. For the avoidance of doubt, Confidential Information includes trade secrets as defined by Florida law, and any information that is confidential and/or exempt from disclosure under Florida’s Public Records Law and Article I, Section 24 of the Florida Constitution. Confidential Information does not include information to the extent that such information is neither exempt nor confidential under Florida’s Public Records Law.

b. XONAR and Customer shall maintain the confidentiality of all Confidential Information and shall not disclose such information to any third party or use such information for any purpose other than as necessary to perform under this Agreement, except as authorized in writing by the disclosing party or as required by law.

c. “Confidential Information” shall not include data collected through Customer’s use of Xonar’s products and services, including video, and other inputs received by our sensors and software (“Collected Data”). Collected Data is the sole property of Xonar and Xonar may use Collected Data to provide services, improve Xonar’s products and services or any other purpose.

d. Without limiting the obligations under subsections (a), (b), or (c), each of XONAR and Customer shall use at least the same care and discretion to safeguard and avoid the disclosure, publication or dissemination of the other party’s Confidential Information as it uses with its own information that it does not wish to disclose, publish or disseminate. Without the prior written consent of a party, neither party shall disclose to any third party the Confidential Information of the other party; provided, however, that XONAR may disclose Client Confidential Information to its employees and subcontractors who are providing the Products and Services hereunder to the extent that such employees or subcontractors have a need to know such information and Customer may disclose XONAR Confidential Information to its employees to the extent that such employees have a need to know such information. If XONAR or Customer is required pursuant to legal process to disclose any Confidential Information of the other party (as applicable, the “receiving party” and the “disclosing party”) it shall promptly so notify the disclosing party, in order to permit the disclosing party to seek a protective order or take other appropriate action. The receiving party shall cooperate in the disclosing party’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the disclosing party’s Confidential Information. If, in the absence of a protective order, the receiving party is, in the written opinion of its counsel addressed to the disclosing party, compelled as a matter of law to disclose the applicable Confidential Information, the receiving party may disclose to the party compelling disclosure only that part of such Confidential Information required by law to be disclosed.

e. At either the written request of a party, or upon the termination of the Agreement, each party shall immediately either return to the other, or destroy (and certify such destruction) all copies of all written Confidential Information of the other party, which has been provided to such party including, but not limited to, written summaries of any oral Confidential Information provided by the disclosing party. Notwithstanding the foregoing, each party may retain copies of the other party’s Client Confidential Information in routine back-up of electronic data processing systems. Each party’s obligations under this Section 3 shall survive any return or destruction of the other party’s Confidential Information.

f. Notwithstanding the foregoing, it is understood that when known or available in the public domain, through no act or failure to act by the receiving party, or if previously and lawfully known to the receiving party or if subsequently lawfully acquired by the receiving party from third parties not under any obligation of confidentiality or secrecy to the disclosing party, such information shall not be deemed to be Confidential Information of the disclosing party subject hereto.

4. Software Subscription. XONAR hereby grants to Customer a non-assignable, non-transferable, revocable subscription to use the Software provided hereunder, only as installed as described herein, during the Term. In no event will Customer seek to, or otherwise remove, copy, reverse engineer, decompile or otherwise tamper in any way with the Software at any time. The Software shall at all times belong solely to XONAR, and other than the limited subscription rights granted herein, all right, title and interest in and to the Software, including all copyright, patent and all other intellectual property rights therein, shall remain solely and exclusively with XONAR. Customer shall not remove any copyright or other notices appearing on the Software. If Customer in any way tampers, endeavors to de-install, copy, provide access to a third party to test the Software, or otherwise interfere with the operation of the Software, the same shall be deemed a breach of the Agreement.

5. Ownership of Intellectual Property. XONAR is not conveying any right or interest in any of its intellectual property other than as specifically set forth in these Terms and Conditions and any applicable Exhibits hereto. To the extent that it may be necessary for Customer to utilize, in connection with the Agreement, any other intellectual property owned or licensed to XONAR, including but not limited to, any patent rights, trademarks, services marks, trade dress, or other proprietary information of XONAR’s, Customer acknowledges that such intellectual property rights are owned by XONAR and that Customer is not acquiring any rights in the same.

6. Leased Equipment. XONAR shall lease to Customer the Products and Services, if any, set forth in the applicable Purchase Order (collectively, the “Leased Equipment”). Following receipt of the initial lease payment due hereunder, if any, in accordance with the Agreement, XONAR shall deliver the Leased Equipment to Customer at the Facility. Customer expressly acknowledges and confirms that the Leased Equipment is being leased by Customer during the Term only. All right, title and interest in and to the Leased Equipment shall at all times remain in XONAR.

Customer will not remove any labels or other plaques affixed to the Leased Equipment reflecting XONAR’s ownership of the Leased Equipment, nor will Customer grant any third party any lien, security or other interest in or to the Leased Equipment. At the expiration or earlier termination of the Term for any reason, Customer will coordinate with XONAR to effect the return of the Leased Equipment to XONAR. The cost of shipping will be borne by Customer. Should Customer fail to return to XONAR the Leased Equipment at the expiration or earlier termination of the Agreement, then Customer shall be liable to XONAR for the full replacement cost of the Leased Equipment as of the date of expiration or termination.

7. Equipment Maintenance and Repair. If at any time during the Term, any of the Software or the Leased Equipment (collectively, the “Covered Equipment”) is not functioning properly, Customer shall promptly contact XONAR to schedule any necessary repair and/or maintenance service. XONAR will provide Customer with maintenance and repair services for the Covered Equipment, as set forth in the Agreement (collectively, the “Maintained Equipment”) for the periods indicated in order to keep such equipment in good working order and repair.

8. Use of Products and Services. Customer agrees that it shall cause its personnel to operate the Leased Equipment and all other Products and Services properly and with due care in accordance with the applicable User Manual. Customer expressly acknowledges that if it in any way tampers with or damages the Products and Services, performance will be compromised.

9. Insurance. Throughout the Term, Customer shall insure the Leased Equipment, if any, at its full replacement value. Customer is self-insured and the Leased Equipment will fall under Customer’s property policy. Upon the request of XONAR, Customer shall deliver to XONAR a letter evidencing this coverage.

10. Indemnification. To the extent permitted by Florida law and without waiving any immunity, or limitation of liability provided under Section 768.28, Florida Statutes, Customer shall indemnify XONAR and its officers, directors, employees, agents and.or affiiliates (collectively, the “Indemnitees”) in respect of, and defend and hold them harmless from and against, any and all any claims, losses, damages, liabilities or expenses (including reasonable out-of-pocket attorneys’ fees) suffered, incurred or sustained by an Indemnitee in connection with the Agreement or the Products and Services provided hereunder, except to the extent caused by or resulting from the negligence, gross negligence or willful misconduct of XONAR in connection with the provision of Products and Services under the Agreement. Provided, however, that regardless of whether any such obligations are based on tort, contract, statute, strict liability, negligence, product liability or otherwise, the obligations of the Customer and the Customer’s members, officials, officers, employees and agents under this indemnification provision shall be limited in the same manner that would have applied if such obligations were based on, or arose out of, an action at law to recover damages in tort and were subject to section 768.28, Florida Statutes, as that section existed at the inception of this Agreement. Nothing in this Agreement shall be deemed a waiver of sovereign immunity or an expansion of liability beyond the limitations set forth in Florida Statutes Section 768.28.

11. Injunctive Relief. Subject to Florida law, the parties acknowledge that in the event of a breach or a threatened breach by the other party (the “Breaching Party”) of its obligations of confidentiality, the non-Breaching Party will not have an adequate remedy at law alone. Accordingly, in the event of any such foregoing breach or threatened breach, in addition to damages and any other remedies provided by law, the non- Breaching Party shall be entitled to specific performance, or otherwise to such equitable and injunctive relief as may be available to restrain the Breaching Party, including its employees, contractors, or agents, from the violation of the provisions hereof. Nothing herein shall be construed as prohibiting the non-Breaching Party from pursuing any other remedies available at law or in equity for such breach or threatened breach. In the event of any violation of the Agreement, the Breaching Party shall reimburse the non-Breaching Party for all costs and expenses, including reasonable attorneys’ fees, incurred in order to enforce the provisions of the Agreement or exercise any remedies for a violation thereof. The Customer’s total maximum liability under this section is $300,000.

12. Notices. All notices, approvals and consents provided for herein shall be in writing, addressed to the party as set forth in the Agreement or as such address may be modified by written notice of such party in accordance with the requirements of this Section, and be given in person, by nationally recognized overnight courier, by U.S. mail or by means of email, and shall become effective: (a) on delivery if given in person; (b) on the date of affirmative confirmation of receipt if sent by email; or (c) one (1) business day after delivery to the overnight courier (provided, that except for notices delivered via email, a copy of each notice shall also be sent simultaneously via email to the applicable recipient).

13. Termination. The Agreement is a “hell or high water” lease and may not be terminated prior to the expiration of the then-current Term for convenience by either party. The Agreement may only be terminated prior to the expiration of the then current Term by Xonar, and only upon a material breach of Section 2 by Customer, by providing written notice delivered by Xonar to Customer which sets forth the basis for such termination. In the event of a material breach of Section 2 by Customer, Xonar shall give Customer thirty (30) days’ prior written notice to cure such breach. If the breach is not cured within such thirty (30) day period, the Agreement shall terminate. Without limiting the foregoing, if Customer breaches its confidentiality obligations hereunder then XONAR shall have the right to immediately terminate the Agreement upon written notice.

If XONAR terminates the Agreement pursuant to this Section, all Fees due through the remainder of the unexpired Term shall automatically accelerate and become immediately due and payable in full.

Notwithstanding the foregoing, XONAR acknowledges that the Customer’s performance and obligation to pay under this Agreement is contingent upon lawfully appropriated funds. Agreements that extend for a period of more than one Fiscal Year are subject to annual appropriation of funds in the sole discretion and judgment of the Customer for each succeeding Fiscal Year. Any other provisions of the Agreement to the contrary notwithstanding, and pursuant to the provisions of Section 129.07, Florida Statutes and Section 166.241, Florida Statutes, the maximum payment that the Customer is obligated to make under the Agreement from the budget of any fiscal year shall not exceed the appropriation for said Fiscal Year. No provision of this Agreement shall be construed to require the expenditure of funds in advance of or in excess of such appropriation. Should the products and services not be funded, in whole or in part, in the current Fiscal Year or succeeding Fiscal Years, the Customer shall notify XONAR, and this Agreement shall be deemed terminated for convenience five days after receipt of such notice, or within such additional time as the Customer may allow. For the purpose of this Agreement, “Fiscal Year” is defined as the period beginning on October 1 and ending on September 30.

14. Effect of Termination or Expiration. Upon the expiration or earlier termination of the Term for any reason, XONAR’s obligation to provide any Products and Services shall cease and Customer shall, within thirty (30) days following such termination or expiration, pay to XONAR all Fees due through the remainder of the unexpired Term and return to XONAR at Customer’s expense all equipment owned by XONAR in Customer’s possession, if any, in good working order and repair other than ordinary wear and tear from use in accordance with the applicable User Manual. Customer shall fully cooperate with XONAR to effect the prompt return or removal of all such equipment from Customer’s Facility.

If Customer fails to facilitate the return of any of XONAR’s equipment within thirty (30) days following such expiration or earlier termination, XONAR may invoice Customer for the full replacement value of such equipment.

15. Relocation of Equipment. At no time during the Term will the Customer relocate any of the Leased Equipment, if any, from the Facility. If Customer plans to move its operations from the Facility to a new location, Customer shall so advise XONAR at least 30 days in advance so that the parties can coordinate the relocation or return of the Leased Equipment, if any.

16. Attorneys’ Fees. In the event either party brings an action to enforce this Agreement or to collect amounts due hereunder, each party shall bear its own attorney’s fees, including appeals.

17. Independent Contractor. At all times hereunder, XONAR shall be acting as an independent contractor. Nothing contained in the Agreement shall be construed to constitute XONAR as a partner, employee, joint venturer or agent of Customer, nor shall either party hereto have any authority to bind the other party in any respect, it being intended that each party hereto shall remain an independent contractor responsible for its own actions.

18. Customer’s Obligations and Representations. Without limiting the foregoing, Customer shall immediately share with XONAR any information that Customer receives or becomes aware of that could in any way impact XONAR’s performance under the Agreement. Customer is responsible for obtaining and maintaining any other equipment, utilities, or services it may need, including all associated costs, to utilize the Products and Services and for XONAR to provide the Products and Services, including but not limited to, Internet and cellular service and related connectivity and any utility services such as electricity. Customer represents and covenants that it is duly authorized and empowered to bind itself to the terms of the Agreement. Customer shall fully cooperate with XONAR in the provision of the Products and Services in the manner herein prescribed and Customer shall operate the Products and Services in accordance with the applicable User Manual.

19. Limitation of Liability. Customer acknowledges and agrees, on behalf of itself, its officers, directors, employees, and/or affiliates, that XONAR is expressly disclaiming any and all liability for harm to person or property, including death, resulting from or caused by any third party whatsoever. Notwithstanding anything to the contrary contained in the Agreement, the limit of XONAR’s and Customer’s liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) to the other under the Agreement shall not exceed in the aggregate the Fees actually received by XONAR for the Products and Services performed under the Agreement during the twelve (12) month period immediately preceding the date on which XONAR was notified of a claim. Neither party shall be liable for any indirect, incidental, special, consequential, exemplary or reliance damages (including lost or anticipated revenues or profits) arising out of the Agreement or the provision of the Products and Services based upon any theory of liability, even if such party is advised of the possibility of such damages. No individual director, officer, official, employee, volunteer, agent or affiliate of either party shall be personally liable hereunder. Nothing herein shall be construed as a waiver of the Customer’s sovereign immunity beyond the procedures and limited waiver set forth in Section 768.28, Florida Statutes.

20. Miscellaneous.

a. The failure of either party to enforce its rights hereunder or to require performance by the other party of any part of the Agreement shall not affect the full right to exercise such right or to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision of the Agreement constitute a waiver of any later breach of the same or any other provision.

b. Neither the Agreement nor any of the rights hereunder may be transferred or assigned by either party hereto without the prior written consent of the other party. A sale, merger or other transaction in which all or substantially all of the equity or assets of XONAR are transferred to another party shall not be deemed an assignment hereunder. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and/or permitted assigns.

c. If any provision in the Agreement is found to be unenforceable by a court of competent jurisdiction, then that provision shall be deemed stricken herefrom, and the remainder of the Agreement shall remain in full force and effect.

21. Scrutinized Companies Certification. In compliance with Section 287.135, Florida Statutes, the undersigned hereby certifies that XONAR is not participating in a boycott of Israel as defined in Section 287.135(1), Florida Statutes; is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List created pursuant to Section 215.473, Florida Statutes;

does not have business operations, as defined in Section 287.135(1), Florida Statutes, in Cuba or Syria; and is not on the Scrutinized Companies or Other Entities that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes. In accordance with Section 287.135(3), Florida Statutes, Customer shall have the option of terminating this Agreement if XONAR is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes; been placed on the Scrutinized Companies with Activities in Sudan List; been placed on a list created pursuant to Section 215.473, Florida Statutes, relating to scrutinized active business operations in Iran; been engaged in business operations in Cuba or Syria; been placed on the Scrutinized Companies that Boycott Israel List or the Scrutinized Companies or Other Entities that Boycott Israel List; or is engaged in a boycott of Israel.

22. E-Verify Requirement. Pursuant to Section 448.095, Florida Statutes, XONAR confirms that it does not currently, and will not in the future, employ, contract with, or subcontract with unauthorized aliens, and that XONAR, and any subcontractor are registered with and utilize the U.S.

Department of Homeland Security’s E-Verify system to verify the work authorization status of all new employees hired. Notwithstanding anything to the contrary, failure to comply with this provision is a material breach of the Agreement, and Customer shall have the option of terminating this Agreement at its discretion.

23. Human Trafficking Affidavit. Contemporaneously with the execution of this Agreement, and as a condition precedent to the enforceability of this Agreement including Customer’s obligations hereunder, Contractor shall deliver to City an executed Human Trafficking Affidavit in compliance with Section 787.06, Florida Statutes in the form attached hereto as Exhibit A.

24. Force Majeure. XONAR shall not be required to provide any Products and Services and shall not be liable to Customer or its officers, directors, employees and/or affiliates or to any other third party for failure to perform or delays in performing any part of the Products and Services if such failure or delay results from an act of god, actions of a governmental authority, laws, embargo, fire, strike, other labor trouble or any other cause or circumstance reasonably beyond the control of XONAR (any of the foregoing, a “Force Majeure”). Upon the occurrence of any Force Majeure which results in, or is reasonably expected to result in, delay or failure to perform according to the terms of the Agreement, XONAR will promptly give notice to Customer of such occurrence and the effect and/or anticipated effect of such occurrence. XONAR will use its commercially reasonable efforts to minimize disruptions in its performance and to resume performance of its obligations under the Agreement as soon as reasonably practicable.

25. Governing Law; Jurisdiction; Jury Waiver. The Agreement shall be governed by and construed in accordance with the laws of the State of

Florida, regardless of conflict of laws principles. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THE AGREEMENT. Any action brought to enforce the terms of the Agreement, and/or any action arising in relation to the Products and Services, whether brought by Customer and/or XONAR shall be brought before the state or federal courts of Florida, sitting in or serving Duval County, to which exclusive jurisdiction both parties hereto hereby submit. Both parties expressly waive any defenses of improper or inconvenient forum or lack of personal jurisdiction.

26. Survival. The provisions of Sections 2 through 8, 10 through 12, and 14 through 20, inclusive, shall survive the expiration or earlier termination of the Term, as provided in such provisions or as applicable.

27. Construction. Customer acknowledges it has reviewed the Agreement, these Standard Terms and Conditions, as modified for the Customer and agreed upon by the parties, and any other Term and Conditions incorporated herein, has had an opportunity to seek the advice of counsel, and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of these documents or any amendments thereto.

28. Entire Agreement. These Terms and Conditions together with the Agreement and any other Terms and Conditions incorporated herein (i) constitute the entire agreement between the parties with respect to the subject matter hereof, superseding all prior understandings, whether oral or written, including any proposals or responses thereto and (ii) can be amended only by an instrument in writing signed by XONAR and the Customer.

29. Public Records. Notwithstanding anything to the contrary, in accordance with Section 119.0701, Florida Statutes, XONAR shall:

a. Keep and maintain public records required by the Customer to perform the service.

b. Upon request from the Customer’s custodian of public records, provide the Customer with a copy of the requested records or allow records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, or as otherwise provided by law.

c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the Term and following completion of this Agreement if Contractor does not transfer the records to the Customer.

d. Upon completion of this Agreement, transfer to the Customer at no cost all public records in possession of XONAR or keep and maintain public records required by the Customer to perform the service. If XONAR transfers all public records to the Customer upon completion of this Agreement, XONAR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If XONAR keeps and maintains public records upon completion of this Agreement, XONAR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Customer upon request from the Customer’s custodian of public records in a format that is compatible with the Customer’s information technology systems.

The above requirements apply to XONAR only if it is a “Contractor” as defined in section 119.0701, Florida Statutes.

IF XONAR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA

STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,

CONTACT CUSTOMER’S CUSTODIAN OF PUBLIC RECORDS AT (904) 255-7674; PRR@COJ.NET;

CITY OF JACKSONVILLE, PUBLIC RECORDS REQUEST, 214 NORTH HOGAN STREET, SUITE 1180, JACKSONVILLE, FLORIDA 32202.

30. Maximum Indebtedness. As required by Section 106.431, Jacksonville Ordinance Code, the Customer’s maximum indebtedness for the

Products and Services to be provided by XONAR during the Term shall not exceed [Word Amount] and 00/100 Dollars ([$###,###.##]).

31. Nondiscrimination. Subject to applicable state and federal law, XONAR represents that it has adopted and will maintain throughout the term of this contract a policy of nondiscrimination or harassment against any person with regard to race, color, sex (including pregnancy), sexual orientation, gender identity or expression, religion, political affiliation, national origin, disability, age, marital status, veteran status, or any other impermissible factor in recruitment, hiring, compensation, training, placement, promotion, discipline, demotion, transfers, layoff, recall, termination, working conditions and related terms and conditions of employment. XONAR agrees that, on written request, it will permit reasonable access to its records of employment, employment advertisement, application forms and other pertinent data and records by the Executive Director of the City of Jacksonville’s Human Rights Commission for the purpose of investigation to ascertain compliance with the nondiscrimination provisions of this Agreement; provided, that XONAR shall not be required to produce for inspection records covering periods of time more than one year prior to the date of this contract. XONAR agrees that, if any of the obligations of this Agreement are to be performed by a subcontractor, the provisions of this section shall be incorporated into and become a part of the subcontract.

32. Retention of Records; Audit; Compliance with Law. As required by section 126.107(a), Jacksonville Ordinance Code, XONAR and each of its respective subcontractors shall maintain all business records directly pertinent to the performance of this Agreement (the “Records”) and shall make such Records available at all reasonable times, including XONAR’s regular business hours, for examination by the Customer during the Term and for three years from the date of final payment under this Agreement. As required by section 126.107(b), Jacksonville Ordinance Code, in providing the Products and Services, XONAR shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances, as the same exist and may be amended from time to time. Such laws, rules, regulations, and ordinances include, but are not limited to, Chapter 119, Florida Statutes (Florida Public Records Law), and Section 286.011, Florida Statutes (Florida Sunshine Law). If any of the obligations of this Agreement are to be performed by a subcontractor, the provisions of this section will be incorporated into and become a part of the subcontract.

EXHIBIT A

AFFIDAVIT OF COMPLIANCE WITH FLORIDA STATUTE

SECTION 787.06, HUMAN TRAFFICKING

1. I am over the age of 18 and I have personal knowledge of the matters set forth except as otherwise set forth herein.

2. I currently serve as ___________________ of ______________________, a ________________________ (the “Company”).

3. The Company does not use coercion for labor or services, as those terms are defined in Florida Statute 787.06.

4. This declaration is made pursuant to Florida Statute 92.525. I understand that making a false statement in this declaration may subject me to criminal penalties. Therefore, under penalties of perjury, I declare that I have read the foregoing Human Trafficking Affidavit and that the facts stated herein are true.

Further Affiant sayeth naught.

Executed to be effective as of ____________, 2026

Signature

Name

Title

STATE OF ____________________

COUNTY OF __________________

The foregoing instrument was SWORN TO AND SUBSCRIBED before me by means of [_] physical presence or [ ] online notarization, this ____ day of ________, 2026, by ______________________________ as ______________ of ______________________, a ____________________________, on behalf of said company. Said individual [ ] is personally known to me or [ ] has produced ________________________ as identification.

Name: _____________________________ NOTARY PUBLIC, State of Florida (SEAL) Serial Number (if any) _______________ My Commission Expires: ____________