RESIGNATION AGREEMENT AND GENERAL RELEASE This Resignation Agreement and General Release (?Resignation Agreement?) is entered into by and between, and on behalf of, the PALOMAR COMMUNITY COLLEGE DISTRICT and DR. 101 LIN BLAKE (collectively referred to as the ?Parties?) and is intended by the parties hereto to settle fully the differences between them as set out herein. RECITALS WHEREAS, EMPLOYEE is employed by the DISTRICT pursuant to an Employment Agreement (?the Employment Agreement?) entered into on October 8, 2019. WHEREAS, EMPLOYEE and the DISTRICT may, pursuant to Section 6(a) of the Employment Agreement, terminate the Employment Agreement by mutual consent at any time. WHEREAS, the DISTRICT and EMPLOYEE wish to resolve all disputes and controversies existing between them including, but not limited to, any and all claims related to employment and any and all claims that have been raised or might have been raised in this Resignation Agreement. WHEREAS, the DISTRICT and EMPLOYEE desire an amicable separation of employment as a Superintendent/President of the DISTRICT. AGREEMENT NOW, THEREFORE, for full and valuable consideration and based upon the foregoing recitals, terms, conditions, covenants and agreements contained herein, the parties hereto agree as follows: 1. Submission of Resignation by EMPLOYEE. a. By signing this Resignation Agreement, EMPLOYEE voluntarily and irrevocably resigns from employment with the DISTRICT, effective June 30, 2020. EMPLOYEE acknowledges that once this Resignation Agreement is signed, the resignation is deemed accepted by the DISTRICT, and is irrevocable regardless of when the resignation is published in a Board meeting agenda for processing. b. Employment Agreement (?the Employment Agreement?) entered into October 8, 2019, shall not renew, and shall terminate without further notice to EMPLOYEE eii?ective at the close of' business on June 30, 2020, at which time employment with the DISTRICT shall terminate. To the extent that any notice of non-renewal may be required by the Employment Agreement and/or Education Code section 724?, EMPLOYEE hereby agrees that this Resignation Agreement constitutes such notice, and EMPLOYEE waives any right to any other notice of nonrenewal. EMPLOYEE shall not have any right to become a ?rst-year probationary faculty member pursuant to Education Code section 87458, the Administrative Association Handbook (last amended March ZOIS), Board Policy 7250, or the Employment Agreement, and by her signature on this Resignation Agreement expressly resigns from, and relinquishes any claim of entitlement to, employment in such capacity. Page 1 of 8 2. Paid Administrative Leave of Absence and Final Payment. a. EMPLOYEE shall remain on administrative leave until the effective date of resignation and, during that time, receive the usual salary and bene?ts as applicable before the leave commenced, provided however that EMPLOYEE acknowledges that the District makes no representation regarding treatment of her compensation for the period she is on paid administrative leave as provided in this Resignation Agreement. Regardless of whether does or does not determine such compensation to constitute creditable compensation for purposes, and regardless of the effect, if any, of any such determination on retirement bene?ts, this Resignation Agreement shall remain in effect and shall not be subject to revocation or rescission. . b. EMPLOYEE shall keep the DISTRICT notified of a telephone number where she can be reached while on paid administrative leave. EMPLOYEE is not to perform any duties while on leave unless directed to do so by the President of the Board of Trustees. EMPLOYEE also is not to have contact with any DISTRICT employees during the employees? working hours, other than the Acting Superintendent/President or the Acting Vice President of Human Resource Services, or their designee. c. Upon her separation from employment, EMPLOYEE shall receive payment for any earned compensation, as provided at Sections 4(b) (Additional Compensation) and 10(d) (Vacation) of her Employment Agreement. EMPLOYEE agrees she shall not receive, and hereby relinquishes, any and all benefits referenced at Section 8 (Benefits of Employment) of her Employment Agreement. 3. Consideration. In exchange for the promises and warranties of EMPLOYEE, as set forth below, the shall provide the following: a. DISTRICT shall pay EMPLOYEE, within thirty (30) days of the effective date of her resignation, a lump sum cash payment (?severance pay?) in an amount equal to the current base salary divided by 12) multiplied by eighteen (18) months, consistent with Government Code section 53260. The severance pay shall be subject to all normal tax withholdings, except severance pay shall not be reported as creditable compensation to Accordingly, there shall be no withholding for or correSponding contribution by the DISTRICT to b. DISTRICT also shall continue, after the effective date of her resignation, the health bene?ts being provided to EMPLOYEE at the time of her resignation for the period of eighteen (18) months, or until EMPLOYEE ?nds other employment, whichever occurs ?rst, consistent with Government Code section 53261. 4. Employment Reference: has provided to EMPLOYEE a mutually agreeable letter of reference executed by the Vice President of Human Resource Services, a cepy of which will be maintained in personnel ?le. The DISTRICT shall provide EMPLOYEE witha current dated original of the letter of reference from time to time as EMPLOYEE may reasonably request. 5. Additional Conditions. EMPLOYEE further agrees that upon her execution of this Resignation Agreement, she will be subject to the following obligations: a. EMPLOYEE agrees to return all equipment, keys, books, records, and any and all other DISTRICT property, which may be in her possession (if any). The Parties shall arrange a mutually convenient date and time for EMPLOYEE to return any DISTRICT property that may be in Page 2 of 8 her possession and to obtain her personal preperty (if any) from the and b. EMPLOYEE agrees to maintain as con?dential, and to not disclose to any third person, directly or through an agent or representation, any information or communication that EMPLOYEE obtained or received within the course and scope of her employment that is protected from disclosure by the attorney-client privilege, the Brown Act con?dentiality requirement at Government Code section 54963, or the privacy rights of any student, employee, of?cial or agent of the DISTRICT. A violation of this provision shall be deemed a material breach of this Resignation Agreement, unless resulting from compliance with a court order. 6. Release of All Claims. a. In consideration of the terms described above, and by execution of this Resignation Agreement, EMPLOYEE, unconditionally and irrevocably releases and. discharges the DISTRICT, its Board of Trustees, and its agents, of?cers, successors, assigns, representatives, attorneys, and employees, past and present, from any and all claims, demands, debts, liabilities, attorneys? fees, accounts, obligations, costs, expenses, liens, actions, causes of action (at law, in equity, or otherwise), and rights of any nature whatsoever, whether known or unknown, accrued or to accrue, suSpected or unsuSpected, ?xed or contingent, including but not limited to those actions relating to employment by the DISTRICT, separation of employment with the DISTRICT, or any actions relating directly or indirectly to any transaction, affairs or occurrences between them to date, whether or not speci?cally or particularly described herein, including, but not limited to Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000c, et seq.), the Fair Labor Standards Act (29 U.S.C. 201, et seq.), the Americans with Disabilities Act (42 U.S.C. 12101, et seq.), 42 U.S.C. 198], the Family and Medical Leave Act (29 U.S.C. 2601. et seq.), the California Fair Employment and Housing Act (Cal. Govt. Code, 12900, et seq.), the California Family Rights Act (Cal. Govt. Code, 12945.2), the Brown Act (Cal. Govt. Code, 54950, et seq.), the California Labor Code (with the exception of workers? compensation laws), the California Civil Code, the California Constitution, and any and all other laws and regulations relating to employment termination, employment discrimination, harassment, retaliation, wages, hours, bene?ts, compensation, whether based on tort, contract, or other legal or equitable theory of recovery (?Released Claims?). Notwithstanding anything to the contrary in this Resignation Agreement, nothing in this Resignation Agreement shall abridge or waive, or be construed to abridge or waive, any of rights under Government Code sections 825-825.6 and 995-996.6. b. The DISTRICT and its Board of Trustees in consideration of the terms described herein unconditionally and irrevocably release and discharge EMPLOYEE from any and all claims, demands, debts, liabilities, attorneys? fees, accounts, obligations, costs, expenses, liens, actions, causes of action (at law, in equity, or otherwiSe), and rights of any nature whatsoever. whether known or unknown, accrued or to accrue, suspected or unsuspected, fixed or contingent, including but not limited to those actions relating to or arising out of employment by the and the performance by EMPLOYEE of her duties and responsibilities on behalf of the DISTRICT. 7. Withdrawal of Claims and Covenant Not to Pursue Legal Claims. EMPLOYEE covenants and represents that she currently has no claims, complaints, charges or lawsuits of any kind pending before any federal or state agency, any federal or state court, or with any private organization against the District, the District?s Board of Trustees and, as applicable, its agents, representatives, successors, assigns, employees, of?cers, board members, attorneys, and af?liated entities, other than a pending complaint with the EEOC, a complaint submitted to the DISTRICT on or about December 10, 2019, and a complaint or request for investigation submitted to the NAACP. Within three business days of full execution of this Resignation Agreement, EMPLOYEE shall withdraw with prejudice the Page 3 of 8 pending complaints and requests for investigation with the EEOC and the NAACP by correspondence copied to the Vice President of Human Resource Services. The execution of the Resignation Agreement shall be deemed to be a withdrawal of the complaint EMPLOYEE previously ?led with the DISTRICT with prejudice. EMPLOYEE agrees she shall not at any time hereafter ?le or initiate any other claim, complaint, charge or lawsuit against the District, its Board of Trustees, or its agents, representatives, successors, assigns, employees, of?cers, board members, attorneys, and affiliated entities. Nothing in this Resignation Agreement shall affect the rights and responsibilities of the US. Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing to enforce Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, as amended, or any other applicable law. Nor shall anything in this Resignation Agreement be construed as a basis for interfering with protected right to ?le a charge with, or participate in an investigation or proceeding conducted by, the EEOC or any other state, federal or local government entity. Notwithstanding the foregoing, if the EEOC or any other state, federal or local government entity commences a lawful investigation or issues a complaint on behalf, EMPLOYEE Speci?cally waives and releases right, if any, to recover any monetary or other bene?ts of any sort whatsoever in connection with that investigation or administrative proceeding 8. Discovery of Different or Additional Facts. EMPLOYEE acknowledges that EMPLOYEE may hereafter discover facts or law different from, or in addition to, those that EMPLOYEE now knows or believes to exist with respect to the Released Claims. EMPLOYEE agrees, nonetheless, that this Resignation Agreement and the releases contained herein shall be and remain effective in all respects notwithstanding such additional or different facts or law. 9. Waiver of Civil Code Section 1542. EMPLOYEE and DISTRICT further acknowledge and agree that the releases provided for in this Resignation Agreement extend to all claims, whether known or not known, claimed or suspected, up to and including the date of execution thereof, and constitute a waiver of each and all of the provisions of California Civil Code section 1542, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. EMPLOYEE and DISTRICT, being aware of this section, hereby expressly waive and relinquish any rights EMPLOYEE and DISTRICT may have thereunder, as well as under any statutes or common law principles of similar effect. This waiver does not apply to any actions or claims that may arise after execution of this Resignation Agreement. l0. Full Accord and Satisfaction. It is expressly understood and agreed by EMPLOYEE that this Resignation Agreement is in full accord, satisfaction, and discharge of disputed claims she may have against the DISTRICT, and that this Resignation Agreement is executed with the express intention of effectuating the legal consequences provided for in California Civil Code section 154]: to wit, the extinguishment of all obligations as described herein. Page 4 of 8 I 1. Waiver of Age Discrimination Claims. a. It is the intention of the parties that the releases contained in this Resignation Agreement comply with the provisions of the Older Workers Bene?t Protection Act (29 U.S.C. 626(0) and thereby effectuate the release by EMPLOYEE of any potential claims under the federal Age Discrimination in Employment Act (29 U.S.C. section 62] et seq.) The parties agree the equivalent of six months of pay to be included in severance pay under Section above, is allocated as consideration for EMPLOYEES waiver of an potential claims under the ADEA. Accordingly, EMPLOYEE agrees as follows: EMPLOYEE has carefully reviewed the this Resignation Agreement, and understands the terms and conditions it contains; (ii) EMPLOYEE has been advised of the right to consult any attorney or representative of choosing to review this Resignation Agreement; EMPLOYEE is receiving consideration that is above and beyond anything of value to which EMPLOYEE is already entitled; (iv) EMPLOYEE does not waive right or claims that may arise after the date on which EMPLOYEE executes this Resignation Agreement; EMPLOYEE has had twenty-one days to consider whether to agree to the terms and conditions set forth in this Resignation Agreement. EMPLOYEE may sign this Resignation Agreement sooner, but in doing so, EMPLOYEE acknowledges that the decision to sign was alone and, as a result, EMPLOYEE has voluntarily waived the balance of the 21?day review period. This Waiver of Age Discrimination Claims is a knowing and voluntary waiver by EMPLOYEE as part of a Resignation Agreement between EMPLOYEE and DISTRICT. b. EMPLOYEE shall have seven (7) days after executing this Resignation Agreement to reconsider and revoke the release of ABBA claims under this Resignation Agreement. Any such revocation must be in writing and received by the Acting Vice President, Human Resources no later than the seventh (7th) day following execution of this Resignation Agreement. The waiver of ADEA claims is not effective until the 7-day revocation period has expired. The remainder of this Resignation Agreement, including release of all other, related ciaims, is effective immediately upon execution by the Parties. If EMPLOYEE revokes the release of ADEA claims under this Resignation Agreement, the consideration allocated to the ADEA claims shall be deducted from the ?nal severance pay and all other provisions of this Resignation Agreement shall remain in full force and effect. 12. No Assignment of Claims. EMPLOYEE warrants that she has made no assignment, and will make no assignment, of any claim, chose in action, right of action or any right of any kind whatsoever, embodied in any of the claims and allegations referred to herein, and that no other person or entity of any kind had or has any interest in any of the demands, obligations, actions, causes of action, debts, liabilities, rights, contracts, damages, attorneys? fees, costs, expenses, losses or claims referred to herein. 13. Non-Admission of Liability. The Parties acknowledge and agree that this Resignation Agreement is a settlement of disputed claims. Neither the fact that the Parties have settled nor the terms of this Resignation Agreement shall be construed in any manner as an admission of any liability or wrongdoing by the EMPLOYEE or the DISTRICT, or its Board of Trustees, employees, students, or witnesses, both potential and prospective, or any agents, representatives, attorneys, successors, or assigns of either Party. l4. Binding Effect. This Resignation Agreement, and all the terms and provisions hereof, shall be binding upon and inure to the bene?t of the Parties, and each of them, and to, their respective heirs, legal representatives, successors and assigns. Page 5 of 8 15. Knowing and Voluntary. This Resignation Agreement is an important legal document and in all respects has been voluntarily and knowingly executed by the Parties hereto. The Parties speci?cally represent that prior to signing this Resignation Agreement they have been provided a reasonable period of time within which to consider whether to accept this Resignation Agreement. The Parties further represent that they have each carefully read and fully understand all of the provisions of this Resignation Agreement, and that they are voluntarily, knowingly, and without coercion entering into this Resignation Agreement based upon their own judgment. 16. Assistance of Counsel. The Parties represent and agree that they fully understand their right to discuss this Resignation Agreement and General Release with their respective legal counsel, if any, and/or with representatives of their choice. The Parties further represent and agree that to the extent, if any, that they desired, they availed themselves of this right, that they have carefully read and fully understand all of the provisions of this Resignation Agreement, and that they are voluntarily entering into this Resignation Agreement. Each party shall bear their own attorneys? fees in relation to the negotiations for and preparation of this Resignation Agreement. 17. Counterparts. This Resignation Agreement may be executed in one or more counterparts, including copies and signatures sent by electronic mail or facsimile, each of which shall be deemed an original, and together will constitute a binding and enforceable agreement as if all Parties had executed the same copy. 18. Singular and Plural. Whenever required by the context, as used in this Resignation Agreement the singular shall include the plural, and the masculine gender shall include the feminine and the neuter, and the feminine gender shall include the masculine and the neuter. l9. Severability. Should any portion, word, clause, phrase, sentence or paragraph of this Resignation Agreement be declared void or unenforceable, such portion shall be considered independent and severable from the remainder, the validity of which shall remain unaffected. 20. Headings. Headings at the beginning of each numbered section of this Resignation Agreement are solely for the convenience of the Parties and are not a substantive part of this Resignation Agreement. Ambiguity. The Parties acknowledge that this Resignation Agreement was jointly prepared by them and any uncertainty or ambiguity existing herein shall not be interpreted against any of the Parties, but otherwise shall be interpreted according to the application of the rules on interpretation of contracts. 22. Waiver. Failure to insist on compliance with any term, covenant or condition contained in this Resignation Agreement shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power contained in this Resignation Agreement at any one time or more times be deemed a waiver or relinquishment of any right or power at any other time or times. 23. Governing Law. This Resignation Agreement is made and entered into in the State of California, and shall in all respects be interpreted, enforced and governed under the laws of said State without giving effect to conflicts of laws principles. 24. Entire Agreement. This Resignation Agreement constitutes the entire agreement between the Parties who have executed it and supersedes any and all other agreements, understandings, Page 6 of 8 negotiations, or discussions, either oral or in writing, express or implied between the Parties to this Resignation Agreement. The Parties to this Resignation Agreement each acknowledge that no representations, inducements, promises, agreements, or warranties, oral or otherwise, have been made by them, or anyone acting on their behalf, which are not embodied in this Resignation Agreement, that they have not executed this Resignation Agreement in reliance on any such representation, inducement, promise, agreement or warranty, and that no representation, inducement, promise, agreement or warranty not contained in this Resignation Agreement, including, but not limited to, any purported supplements, modi?cations, waivers, or terminations of this Resignation Agreement shall be valid or binding, unless executed in writing by all of the Parties to this Resignation Agreement. 25. Modi?cations. Any alteration, change, or modification of or to this Resignation Agreement shall be made by written instrument executed by each party hereto in order to become effective. 26. Effective Upon Party Signing the Agreement. Upon the signing by the Parties, this Resignation Agreement shall be in full force and effect. 27. Board Approval Required. This Resignation Agreement is subject to approval by the DISTRICT Board of Trustees. IN WITNESS WHEREOF, the undersigned fully agree to be bound by the above terms and conditions, and have executed this Agreement, consisting of a total of 7 pages (including signatures), on the dates set forth below. AGREED AND ACCEPTED: Date: 2020 By: Dr. Joi Lin Blake PA LOMAR COMMUNITY DISTRICT Date: .2020 By: .1 .- . . "finds: Beam- Acting Vice President, Human Resources APPROVED AS TO FORM ONLY: THE LAW OFFICES OF GAGEN, MCCOY, MCMAHON, KOSS, MARKOWITZ FANUCCI Date: 7:211; 2020 By: 45% Gregory L. McCoy . Attorneys for Dr. Joi Lin Blake ATKINSON, ANDELSON, LOYA, RUUD ROMO Date: .- _,2020 By: Sharon J. Firmond Attorneys for the Palomar Community College District Page 7 of 8 i" . . m2! . If": 1U I I II- nu II. In. have hIcI-n made lhg}. [{in??liilic?ll! that they I-I..-. I-II: II i?ltbx?lEi?'I dgt?emcnl mix. "hm {Imiwd an}: Ul? Ihis: Rcsi 11.3: :thIH EII the P: 1mm ?r i gut .. change. Ill? 0] this. IE find?: 53;. Immacd h} each in In t?522?1. - II Purl)" Signing the Agreement. I h} I. almll he in lime and effect. 2" \pplmai Required. mum i: \?Ilhgu?l h} the I Ihc fuils lxu in II-II ?2 .I. Ihh?: and consminu a mm! p: on In"; 5133?: 1361??. I ?7 I {It . .II u?uI22. .I -1..- BI: - I i k? E)fri;;. {In .I lIlri'l'th" I In. .3280 .. Linda B- cam AcIIng \I'iuc Human AS TO FORM ONLY: THE (3H it?l'? (II: MCMAJIION. ROSS. I IS: I - 2030 [33.1 - (jrchIrjI- McCoy Attorneys [01' Dr. Joi Lin Blake ATKINSON. HUN. R1 IUD Dan-I 202? .- - Shawn l. 5 Fur th.? (0?ch Diall'icl 7 II 8 APPROVED BY BOARD OF TRUSTEES: -..-- 3 7 Meeting Date: 122$" . 2020 By: a .- a ?7 AA Mensch. President :1 B'bard of Trustees of the Palomar Community College District 72:7? vW-~ 7/1 illj?ma? mm H. Page 3 of 8