Termination & Release 03/20/2024 Kevin Madok, CPA
Clerk of the Circuit Court& Comptroller—Monroe County, Florida
DATE: Marcli 21, 2024,
TO: Daryl Grectilicc, Dircct,or
FICet Mallagc1liclit
Tapia Stougfitort
11tisiiiess A(Imiiiistrator
FROM: Paincla G. I lanco(tcl
SUBJECT: March 20" 110C( Mceting
Atlaclicd is an electronic copy of the following item for your liarifflirig:
CI IS Termination and Rcleasc Agycetnejit willt Syllovia Sollitiorts, Uk' to provi(Ic fleet
vellicle, tracking and monitoring.
Sliotd(l you leave any (Ittestimis please feel Irce to contact me at (305) 292-3550.
CC County Attorney
Finance
1'ilc
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
TERMINATION AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE AGREEMENT (the"Release Agreement") is
entered into on this 291h day of February, 2024, by and between Monroe County, Florida
("County") and Synovia Solutions, EEC, a Foreign Limited Liability Company and a subsidiary
of Ca1Amp Wireless Networks Corporation ("Synovia" or"Contractor").
WITNESSETIJ:
WHEREAS, County and Contractor entered into an Agreement on June 6,2019, to acquire
GPS based transportation management software services for the County's Fleet Department
("Original Agreement"), which was for an initial one-year term beginning June 6, 2019, and
terminating on June 5, 2020; and
WHEREAS, County and Contractor entered into a First Amendment to the Agreement on
December 11, 2019, in which additional Fleet Vehicles and equipment were added to the GPS
based transportation management software; and
WHEREAS, on May 20, 2020, the County ratified the First Amendment dated December
11, 2019; and
WHEIUIAS, on July 15, 2020, County and Contractor entered into a Second Amendment
to the Agreement which extended the term through June 5, 2022 and combined the compensation
amounts of the two phases of work into one (1) total monthly payment; and
WHEREAS, County and Contractor entered into aThird Amendment exercising the option
to renew for an additional two-year period retroactive to June 5, 2022 and terminating on June 4,
2024- and
WHEREAS, the Original Agreement and the (3) three Amendments are hereinafter
referred to as the "Agreement"; and
WHEREAS, this Release Agreement is intended to release County from any and all
potential liability arising out of the Agreement against Synovia and CalAmp Wireless Networks
(...'orporation, and against any and all employees, agents, parent companies, subsidiaries,
independent contractors, alter egos,and/or any entities affiliated with Synovia or CalAmp Wireless
Networks Corporation; and
WHEREAS, both parties desire to terminate the Agreement, subject to the terms and
conditions set forth herein; and
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and Sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. The recitals set forth above are true and accurate and are incorporated herein by reference.
This Release Agreement shalt be effective upon the execution and delivery hereof by the
parties.
2. 'fermination of.A Lqnt�nt. County and Synovia hereby acknowledge that the Agreement
_gjj_�_ —
is terminated effective on February 29, 2024.
3. As material consideration for the covenants, agreements and undertakings of the Parties
under this 'Termination and Release Agreement:
a. Within five (5) business days of full execution of`this Release Agreement, County
shall pay Contractor an amount equal to two hundred ninety-three thousand fifty-
four dollars and zero cents ($293,054.00) for services rendered by Contractor
through the terminate date above.
b. Contractor acknowledges receipt from County of all products required to be
returned.
4, Mutual Release. Each Party, on behalf of itself and its respective present and fon-ner
parents, subsidiaries, affiliates, officers, directors, shareholders, managers, members,
successors, and assigns (collectively, "Releasors") hereby releases, waives, and forever
discharges the other party and its respective present and former,direct and indirect,parents,
subsidiaries, affiliates, employees, officers, directors, shareholders, managers, members,
agents, representatives, permitted successors, and permitted assigns (collectively,
"Releasees") of and from. any and all accrued and unaccrued claims (including, but not
limited to, claims for costs, attorneys" fees, injunctive relief, statutory damages, punitive
damages, restitution, interest, penalties, fees, and any other tbrin of relief), actions, causes
of action, suits, losses, liabilities,rights,debts, dues,sums of money, accounts,reckonings,
obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, Judgments, extents,
executions, claims, and demands, of every kind and nature whatsoever, whether now
known or unknown, foreseen or unforeseen, matured or unniatured, suspected or
unsuspected, in law, admiralty, or equity (collectively, "Claims"), which any of such
Releasors ever had, now have, or hereafter can, shall, or may have against any of such
Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the
beginning of time through the date of this Release Agreement arising out of or relating to
the Agreement, exceI)tfi)r any surviving obligations under the Agreement and Claims
relating to rights and obligations preserved by, created by, or otheri0se arising out of this
Release Agreement.
Each Releasor understands that it may later discover claims or facts that may be different
from, or in addition to, those that it or any other Releasor now knows or believes to exist
regarding the subject matter of the release contained in the Agreement,and which,if known
at the time of signing this Release Agreement, may have materially affected this Release
Agreement and such Party's decision to enter into it and grant the release contained in this
Agreement. Nevertheless, the Releasors intend to fully, finally, and forever settle and
release all Claims that now exist, may exist, or previously existed, as set out in the release
contained in herein, whether known or unknown, foreseen or unforeseen, or suspected or
unsuspected, and the release given herein is and will remain in effect as a complete release,
notwithstanding the discovery or existence Of Such additional or different facts. T'he
Releasors hereby waive any right or claim that might arise as a result of such different or
additional claims or facts.
5, tLgseq!cjtions R g d Warra,rities. Each party hereby represents and warrants to the other
L� an
party that:
a. It has the full right, corporate power, and/or authority to enter into this Release
Agreement, to grant the release contained herein and to perform its obligations
hereunder. The execution of this Release Agreement by the individual whose
signature is set out at the end of this Release Agreement on behalf of such Party,
and the delivery of this Release Agreement by such Party, have been duly
authorized by all necessary corporate action on the part of such Party.
b. This Release Agreement has been executed and delivered by such Party and
constitutes the legal, valid, and binding obligation of such Party, enforceable
against such Party in accordance with its terms.
6. Indemnification. Synovia hereby, irrevocably remises, releases, acquits, satisfies, and
forever discharges the said Monroe County, and its departments, officials, agents, and
employees of and from all, in their official and individual capacities, and all manner of
actions, cause or causes of action, Suits, attorney's fees and costs, specialties, covenants,
contracts, controversies, agreements, promises, variances,trespasses,damages,judgments,
executions,claims and demands whatsoever.,known or unknown,in law or in equity,which
Synovia ever had, now has, or which any personal representative, successor, heir or assign
of Synovia, hereafter can, shall or may have, against said Monroe County, for, upon or by
reason of any matter, cause or thing whatsoever, arising Out Of, the Agreement. Article V,
Indemnification and Hold Flarlmess,of the Original Agreement shall survive the expiration
or termination of the Original Agreement.
T Notice Reouirement. All written correspondence, notices, requests, consents, claims,
demands, waivers, summons, or other legal process, or similar types of communications
hereunder(each. a"Notice") Must be in writing and addressed to the relevant party at the
address set out below:
a. For the County:
Fleet Director
I I I Overseas Highway Unit 300
Key West, FL 33040
And
Monroe County Administrator
1100 Simonton Street, Room 2-205
Key West, FL 33040
And
Monroe County Attorney's Office
1111 12 1h Street, Suite 408
Key West, FL 33040
1). For the Contractor:
Douglas Peterson, General Counsel for Cal/Amp
15635 Alton Parkway, Suite 250
Irvine, CA 92618
8. Miscellaneous.
a. This Release Agreement may be executed in counterparts,each of which is deemed
an original, but all of which constitute one and the same agreement. Delivery of an
executed counterpart of this Release Agreement electronically shall be effective as
delivery of an original executed counterpart of this Agreement.
b. The headings in this Release Agreement are for reference only and do not affect the
interpretation of this Release Agreement.
c. This Release Agreement is the sole and entire agreement of the Parties regarding
the subject matter contained herein, and supersedes all prior and contemporaneous
understandings, agreements, representations,and warranties,both written and oral,
regarding such subject matter.
EACH PARTY SIGNING THIS RELEASE AGREEMENT REPRESENTS THAT
THEY HAVE READ THE AGREEMENT,FULLY UNDERSTAND THE AGREEMENT,
AND INTEND TO BE BOUND BY THE AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Release Agreement to be
signed by their duly authorized repre,� �*,4s of the date stated. This Release Ageement s4oll -T,
not be binding on any of the parti ��;=fi,4 F
,all Parties.
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STATE OF FLORIDA
COUNTY OF MONROE
I HEREBY CERTIFY that the foregoing ins�rurnent was acknowledged before me,by means of /physical
presence or online notarization, this 24701- day of' 2024 by HOLLY MERRILL
RASCHEIN, known to me to be the person(sFdescribed hereml executed the by
i strument, who
acknowledged before me that he/she executed the same,and who did not take an oath.Check said person(s)
C9 are personally known to me. said person(s) provided the following type of identification:
Witness my hand and official seal in the County and
State last aforesaid this",q4ay of 2024.
Notary Signature
Printed Name: PAMELAr;.MN=K
MY COMMISSION#HH 479905
Commission Na: EXPIRES:F 22,2021
Commission Expires-
Approved as to form and legal sufficiency
Monroe County Attontey's Office
Chin Cory, Assistant County Attorwy
C,&V.Vf CVML�,
Av I *-a On behalf of Contractor: ,the f this 5+ ay of_Jnarne) .,.(tJifle) al __L 2024,
On Oract
Of
Douglas�terson,General Counsel& Secretary
STATE OF CALIFORNIA
COUNTY OF
I HEREBY CERTIFY that the foregoing instrument was acknowledged before rne, by means of .......physical presence or this5th..........day of March---2024 by—Douglas
Peterson_, known to me to be the person(--)described herein and who executed the foregoing instrument,who
acknowledged before rne that heed-he executed the same,and who did not take an oath.Check one: _said person(s)
islare' personally own to me. said person(s) provided the following type of identification:
Witness my hand and official sea] in the County and
,?es,aforesaid this,5 tay 24.
SEAL
ary Sig t ture
ell
Printed Name�
(."ornm ission No:
Commission Expires: J 6L V Z71
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
t. o;`uf . ri � nnr�r� �tv��rt ° Mtz'tssttro oar sro. t
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of Californ'
County
On W4 Ctk
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Crate Here Insert Name nd Title of the Officer
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personally appeared _.. _w La �. ems.°
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Nome(s)of Signer(s)
who proved to me on the basis of satisfactory evidence be the person whose nam8is
subscribed
to the within instrument and acknowledged to me tha sf�tey executed the same iner
authorized capacoty" and that by 'is e rsigna ure on the irstrurraent the person or the entity
upon behalf of which the person( `acted,executed the instrument.
RACNELI.E A.CA9ER certify I i under PENALTY OF PERJURY under the
NotaryPublic-California laws of the State of California that the foregoing
Orani 0 2436516 County
Commissionon paragraph is true and correct,
My m.,Exq�res Jan 3U,2017
WITNESS my hand and official seal.
Signatur
Place Notary Seal and/or stomp Above Signature of Notary&jwic�
._..._.__ ._. .._,.........._._..._ _._.. __.,........ _..., OPTIONAL ..._...__......_..._....._ _ _.... .............---------------.._.__..,...W
Completing this Information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document
Description of Attached Document d`t r`� , ° ( Ji:71 A*`-t ``..
Title or Type of Docurr7ent;
Document Date d. � � � a Z, ° ,__ Number of Pages:.
Signer(s) Other Than Named Above. �.w... �
Capacity(ies) CI imed by Sig r(s)
S' er"s Name: ner`s Name: �_... _... _.
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C1 Partner— Cl Limited ❑ General LT Partner— CI Limited 0 General
* Individual o Attorney in act 7 Individual 0 Attorney in Fact
* Trustee C1 Guardian or Conservator [C Trustee D Guardian or Conservator
t1 Other: _.............................u..w,_._.,w,_._ C3 Other:
Signer is Representing: Signer is Representing;...m_IT_._ ,,_.......a._......_._
02019 National Notary Association