1 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
(CITY MANAGER)
This Third Amendment to City Manager Employment Agreement (“Third Amendment”) is made and entered into this 19th day of August, 2025 (“Effective Date”), by and between the City of Glendale, a California charter city and municipal corporation (hereinafter referred to as the “City”), and Roubik Golanian (hereinafter referred to as “City Manager” or “Golanian”). City and City Manager are sometimes referred to herein as the “Parties.”
WHEREAS, on March 9, 2021, City, acting through its City Council, appointed Golanian as its City Manager to perform the duties and responsibilities of City Manager as described in the Glendale City Charter, Glendale Municipal Code and ordinances and resolutions of the City; and
WHEREAS, City and Golanian entered into a City Manager Employment Agreement (“Agreement”) on March 31, 2021 to establish the terms of Golanian’s employment relationship with City; and
WHEREAS, City and Golanian entered into a First Amendment to the Agreement on January 28, 2022 to adjust Golanian’s salary; and
WHEREAS, City and Golanian entered into a Second Amendment to the Agreement on October 31, 2023 to extend the Term of the Agreement and provide for salary adjustments; and
WHEREAS, the Parties commenced negotiations on a Third Amendment of the Agreement; and
WHEREAS, City and Golanian have completed negotiations and desire to enter into this Third Amendment to the Agreement to adjust (i) the term of the Agreement, (ii) Golanian’s salary, and (iii) the severance provisions of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and in consideration of Golanian’s continued employment as contemplated in the Agreement, the Parties agree to amend the Agreement by way of this Third Amendment as follows:
1. Section 3 of the Agreement is hereby amended to read as follows:
“3.Term and Term Extension
a. Term. The term of this Agreement commences on March 9, 2021 and ends on December 31, 2028 (“Term”), unless extended pursuant to subsection (b) of this Section 3 or terminated sooner in accordance with Section 10 hereof. b. Extension of Term. Not less than six (6) months prior to the expiration of 3 the Term (no later than June 30, 2026), the City Council shall provide notice to Golanian in writing as to whether it intends to negotiate a further extension of the Term by way of future amendment of this Agreement (“Extension Negotiation Notice”). If the City Council provides such Extension Negotiation Notice, the Parties shall negotiate an amendment to this Agreement, in good faith and at their own cost that extends the Term of this Agreement at terms mutually agreeable to the Parties. If the Parties fail to agree to an amendment to the Term of this Agreement on mutually agreeable terms within ninety (90) days of the date of the Extension Negotiation Notice, then the Parties will cease negotiations. If, for any reason, the City declines to issue the Extension Negotiation Notice or the Parties fail to agree to an amendment to the Term of this Agreement on mutually acceptable terms within ninety (90) days of the date of the Extension Negotiation Notice, then this Agreement shall expire as of the end of the Term. If this Agreement expires at the end of the Term, then City Manager shall not be entitled to any severance, pay-out, cash out or any other compensation, other than vacation and other amounts accruing hereunder or under City policies that may be cashed out in accordance with City policies applicable to Executives.
2. Section 4 of this Agreement is amended to read as follows:
“4.Salary
a. Effective and retroactive to the commencement of the first pay period than includes July 1, 2025 (June 29, 2025), the City Manager’s base salary shall be Three Hundred Ninety Thousand Nine Hundred Thirty-Six Dollars ($390,936) per year (or $32,578 per month).
b. The City Manager’s salary shall be subject to withholding and other applicable taxes, and shall be payable to City Manager at the same time as other employees of the City are paid.
c. Any other cost of living, merit and/or other salary adjustments provided to Golanian may be made at the discretion of the City Council.”
3. The first paragraph and subsections (a) and (b) of Section 11 of the Agreement are amended to read as follows:
“11. Severance Terms: Notwithstanding Section 10(b), should the City Manager’s employment be involuntarily terminated by the City at any time, for any reason other than the reasons set forth in subsection 11c. below, City shall pay City Manager severance benefits as follows:
a. City shall pay City Manager a lump sum payment equal to seven (7) months of City Manager’s monthly salary at the time of termination (“Severance Lump Sum Payment”).
b. In addition, the City shall extend to the City Manager the right to continue health insurance as may be required by and pursuant to the terms and conditions of the 4 Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA). The City agrees to pay Golanian’s COBRA coverage for the same number of months (7) for which the City Manager is entitled to lump sum payment above, or until Golanian either secures full- time employment or obtains other health insurance, whichever of these events first occurs (“COBRA payments”). The Severance Lump Sum Payment and the COBRA payments shall together be referred to herein as the “Severance.” Golanian shall notify the City within five days of securing new full-time employment or insurance.” Exhibit “A” of the Agreement, as referenced in subsection (c) of Section 11 thereof, is modified as set forth in Exhibit “A” to this Amendment, attached hereto and incorporated herein by this reference to this Amendment and the Agreement.
Subsections (c), (d), and (e) of Section 11 remain unchanged.
4. All other terms and conditions of the Agreement not modified herein shall remain in force and effect.
IN WITNESS WHEREOF, City and City Manager have caused this Third Amendment to City Manager Employment Agreement to be executed. “City”
City of Glendale, a charter city
and municipal corporation
Dated: By: _______________ Ara Najarian
Mayor
“City Manager”
Roubik R. Golanian
Dated: By: ____________ Roubik R. Golanian
Approved as to Form:
MICHAEL J. GARCIA, CITY ATTORNEY
Dated: By: ____________ Michael J. Garcia
EXHIBIT “A”
FORM OF WAIVER AND RELEASE
I, the undersigned, do hereby acknowledge and attest that I have read and understood section 11 of my City Manager Employment Agreement with the City of Glendale and hereby agree that by accepting seven (7) months lump sum of current salary ($__________________ [7 x current monthly base salary] along with up to seven (7) months of COBRA payments as described in said City Manager Employment Agreement (together, the “Severance”), I agree to waive all rights to further claims, remedies, or legal action against the City, its officers and employees.
In exchange for receipt of the Severance, I and my representatives, heirs, successors, and assigns do hereby completely release and forever discharge the city of Glendale and its related entities and their present and former officers, directors, council members, agents, employees, attorneys, and successors (collectively, “Released Parties”) from all claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character, known or unknown, mature or unmatured, which I may have now or in the future arising from any act or omission or condition occurring on or prior to the date this waiver is signed whether based on tort, contract (express or implied), or any federal, state, or local law, statute, or regulation (collectively, the “Released Claims”). Released Claims shall also include, but not be limited to, claims for wages or other compensation due, severance pay, bonuses, sick leave, vacation pay, life or health insurance, or any other fringe benefit.
Employee knowingly and voluntarily waives any and all rights or benefits that she may now have, or in the future may have, under the terms of Section 1542 of the California Civil Code, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.
By initialing below, the Employee acknowledges that she has read and understands this waiver and voluntarily and knowingly is waiving his right under Section 1542 to pursue unknown or unanticipated claims, rights, demands, actions, obligations, liabilities and causes of action of any kind. _________________
Initials of Employee
Employee shall not file any claim, sue or initiate against any Released Party, any compliance review, action, or proceeding or participate in the same, individually or as a member of a class, under any contract (express or implied), or any federal, state, or local law, statute, or regulation pertaining in any manner to the Released Claims. _________________________
Roubik R. Golanian