25-108 Interim City Manager Employment AgreementCITY OF CUPERTINO
INTERIM CITY MANAGER
EMPLOYMENT AGREEMENT
This INTERIM CITY MANAGER EMPLOYMENT AGREEMENT ("Ag reement") is
effective as of the 17th day of June , 2025 , by and between the CITY OF CUPERTINO a general
law city and municipal corporation ("City") and Es hv erya Gianchandani aka Ti na Kapoor , an
individual ("E mployee ").
WHEREAS , the City 's former City Manager recently departed the City effective June 6,
2025 , after being placed on administrative leave on May 2, 2025 ; and
WHEREAS , E mployee was appointed as Acting City Manager on May 2, 2025, and has
served the City in that capacity since then; and
WHEREAS , effective the 2nd day of May, 2025 , Employee was appointed as the City 's
Acting City Manager, which position is an at-will position pursuant to Cupertino Municipal Code
Section 2.28 ; and
WHEREAS , the City Council desires to employ Employee to serve as the Interim City
Manager for the City beginning effective June 17, 2025; and
WHEREAS , it has been the desire of the City Counci l to contract with Emp lo yee to serve
in the position oflnterim City Manager for the City to temporarily fill the position of City Manager,
which position is prescribed by state law and the City 's Municipal Code; and
WHEREAS , California Government Code Section 34852 provides that an ordinance
establishing a City Manager form of government shall define the powers and duties of the City
Manager; and
WHEREAS , the powers and duties of the City Manager of the City are set fo1ih at
Cupertino Municipal Code Section 2.28.040; and
WHEREAS , Employee desires to continue to temporarily perform City Manager services
for the City on an interim bas is and upon the conclusion of services as Interim City Manager
Employee shall hav e the right to return to her former position as Deputy City Manager at the Step
5 level , with the salary and benefits established for that classification under the Unrepresented
Employees' Compensation Program; and
WHEREAS , the parties wish to establish the terms and conditions of Employee 's provision
of City Manager professional services to the City and its related agencies on an interim basis
through this Agreement.
NOW , THEREFORE , in consideration of the mutual covenants contained herein , the City
and Emp lo yee hereby agree as follows:
01337 .0001201633847/7/2025
AGREEMENT
1.0 EMPLOYMENT & DUTIES
I .1 Duties . City hereby employs Employee as Interim City Manager for the
City to perform the functions and duties of the City Manager on an interim basis , as specified in
the City Manager job description on file in City Hall , the City 's Municipal Code , and in the
Government Code of the State of California, and to perform such other legally permissible and
proper duties and functions as the City Council shall , from time-to-time, direct or assign.
Employee shall devote her best effotis and full-time attention to performance of these duties.
During the term of this Agreement , Employee will only perform the duties of Interim City
Manager.
1.2 Work Schedule. It is recognized that Employee is expected to engage i~
the hours of work that are necessary to fulfill the obligations of the position , must be available at
all times , and must devote a great deal of time outside the normal office hours to the business of
the City. Employee acknowledges that proper performance of the duties of Interim City Manager
will require Employee to generally observe normal business hours, as set by the City and may be
duly revised from time-to-time, which will also often require the performance of necessary
services outside of normal business hours. Notwithstanding the foregoing, the City will permit
Employee such reasonable "time off ' as is customary for exempt employees of the City , so long
as the time off does not interfere with normal business. Employee's compensation (whether salary
or benefits or other allowaq.ces) is not based on hours worked, and Employee shall not be entitled
to any compensation for overtime.
1.3 Other Activities. Employee shall focus her professional time, ability , and
attention to City business during the term of this Agreement. Employee shall not engage, without
the express prior written consent of the City Council, in any other business duties or pursuits
whatsoever, or directly or indirectly render any services of a business , commercial, or professional
nature to any other person or organization, whether for compensation or otherwise , that is or may
be competitive with the City, that might cause a conflict-of-interest with the City, or that otherwise
might interfere with the business or operation of the City or the satisfactory performance of the
functions and duties of Interim City Manager.
1.4 Employment Status. Upon appointment to the Interim City Manager
position, Employee shall serve as Interim City Manager at the will and pleasure of the City Council
pursuant to Cupertino Municipal Code§ 2 .28.010. Employee understands that such appointment
is "at-will " and shall be subject to summary dismissal as Interim City Manager without any right
of notice or hearing except as expressly provided in this Agreement , including any due process
pre-disciplinary "Skelly " meeting. Subject to Article 4.0 (entitled "Right to Reappointment to
Deputy City Manager Position "), the City may terminate Employee as Interim City Manager at
any time in accordance with Section 3.4 below. Employee 's at-will employment status as Interim
City Manager shall not impact Employee 's employment status as Deputy City Manager upon
termination of this Agreement.
1.5 City Documents. All data , studies , reports and other documents prepared
by Employee while performing her duties during the term of this Agreement shall be furnished to
and become the property of the City , without restriction or limitation on their use . All ideas ,
memoranda , specifications , plans , procedures , drawings , descriptions , computer program data,
input record data , written information , and other materials either created by or provided to
2 of7
• Employe e in co nn ec tion with the perform ance of this Agreement s hall be held confidential by
Emp loyee to the exte nt permitted by applicable law , ex cept as may be required by a ny
gove rnmenta l agency o r co urt of competent jurisdiction . Such m ate ri a ls s ha ll not be used by
E mploy ee, wit hout th e prior wr itten consent of th e City Co uncil , for any purpo ses other than the
performance of her duti es. Additionally , no s uch mate rials may be di sc losed t o any person or
entity not connected with th e performanc e of services under this Agreement, except as required by
(a) law , (b) any governmental agency , ( c) s ubpoena , or ( d) a n order iss ued by a court of competent
jurisdiction.
1.6 FLSA Exempt Status. Employee agrees that the position of Interim City
Manager is that of an exempt employee for th e purposes of the Fair Labor Standards Act ("FLSA").
2.0 COMPENSATION AND REIMBURSEMENT
2.1 Compensation. For the services rendered pursuant to this Agrt!ement,
Employee's base compensation shall be Two Hundred Ninety Five Thousand Dollars and No
Cents ($295,000.00) annually ("Salary"), which shall be paid on a pro-rated basis bi-weekly at the
same time that other employees of the City are paid. Such Salary shall be adjusted for payroll
taxes , workers ' compensation , and other payroll-related liability costs . Employee shall be entitled
to any across the board salary increase that is provided to salaried exempt managerial employees
in connection with any amendment to the Unrepresented Employees' Compensation Program.
2.2 Retroactive Compensation. City will retroact ively compensate Employee
at the salary set forth in section 2.1 for services rend ered as Acting City Manager , beginning on
her appointment date of May 2, 2025 through the effective date of this Agreement. Such retroactive
compensation shall consist of the difference between E mployee 's compensation as Deputy City
Manager and the rate of compensation provided for in Section 2.1 above. This retroactive
compensation will be provided at the ne xt regular pay period , or as soon thereafter as possible.
2.3 Deferred Compensation. Subject to the applicable IRS limitations that
may be in effect at the time --currently $23,500 annually --the City shall contribute on a monthly
basis the maximum amount into Employee's deferred compensation account.
2.4 CalPERS Reporting . Employee acknowledges that the City makes no
representation , and Employee shall not rely on any representation, that the difference in
compensation provided in this Agreement and the compensation provided to Employee as Deputy
City Manager , or any retroactive compensation provided in Section 2 .2 above , will be treated as
"compensation earnable" under CalPERS laws and regulations for purposes of calculating her
CalPERS service retirement benefits.
3.0 TERM
3.1 Commencement & Effective Date . Employee commenced services
hereunder as Interim City Manager, following her appointment by the City Council, on June 17 ,
2025 ("Effective Date ").
3.2 Term. The term of this Agreement shall be gi n on the Effecti ve Date. This
Agreement may be terminated at any time in accordance with Section 3.3 and 3.4, subject to Article
4.0 (entitled "Right to Reappointment to Deputy City Manager").
3 of7
3 .3 Termination by Employe e . E mployee may terminate this Agreement at
any time , provided Employee provides the City Council with at least five (5) business days '
advance written notice. In the event Employee terminates this Agreement , Employee shall
automatically revert to the position of Deputy City Manager under the terms and conditions set
forth in Section 4.0 of this Agreement. No severance shall be due to Employee in the event of
Employee 's termination of this Agreement.
3.4 Automatic Termination Due to Appointment of Permanent City Manager.
This Agreement shall automatically terminate as of the effective date of the appointment of a
permanent City Manager.
3 .5 Termination by City. The City Council may terminate this Agreement at
any time with or without cause , by providing written notice of the reason(s), subject to Article 4.0
(entitled "Right to Reappointment to Deputy City Manager Position") below . The City Council's
right to terminate Employee pursuant to this Section 3.5 shall not be subject to or in any way
limited by the City's Administrative Rules and Regulations, the Cupertino Municipal Code , or past
City practices related to the employment , discipline or termination of the City's employees.
Employee expressly waives any rights provided for the City Manager under the City's
Administrative Rules and Regulations , the Municipal Code, or under other state or federal law to
any other form of pre-or post-termination hearing , appeal , or other administrative process
pertaining to termination. However , such waived rights do not include those rights Employee may
have under the California or United States constitutions to a name-clearing hearing. Nothing
herein , however, shall be construed to create a property interest , where one does not exist by rule
of law, in the position of City Manager. No severance shall be due to Employee in the event of the
City 's termination of this Agreement.
(a) Termination by City for Cause. The City may terminate this
Agreement and Employee's employment with the City for cause at any time by providing
Employee with five (5) business days ' written notice of the termination for cause and the facts and
grounds constituting such cause. The term "cause" shall be defined to include any misconduct
materially related to performance of official duties, including but not be limited to any of the
following: 1) resume fraud or other acts of material dishonesty , 2) unauthorized absence or leave ,
3) conviction of a misdemeanor involving moral turpitude (i.e., offenses contrary to justice,
honesty , or morality) or conviction of a felony under California law , 4) use or possession of illegal
drugs, 5) corrupt or willful misconduct in office, including any illegal or unethical act involving
personal gain , and 6) "abuse of office or position " as defined in Government Code §53243.4 (i.e.,
waste , fraud , and violation of the law under color of authority and crimes against public justice ,
including crimes involving bribery and corruption). For any of the foregoing , the City may , in its
discretion , place Employee on paid or unpaid administrative leave until resolution. If the City
terminates for cause this Agreement and/or the services of Employee hereunder, then Employee
shall have no right to revert to the position of Deputy City Manager.
(b) Termination by City Council Without Cause. The City Council may
terminate Employee's appointment as Interim City Manager without cause at any time based upon
management reasons such as implementing the City 's goals or policies , including but not limited
to (i) change of administration or (ii) incompatibility of management styles , subject to Article 4.0
(entitled "Right to Reappointment to Deputy City Manager Position ") below.
4 of7
(c) A utomati c Termination Due to Appointment of Permanent City
Manager. This Agreement shall automatically terminate as of the effective date of the appo intm ent
of a permanent City Manager. In such event , Empl oyee sha ll have the right to be reappointed to
the position of Deputy City Manager as provided in Article 4.0 ( entit led "Right to Reappointment
to Deputy C ity Manager Position ") below.
4.0 RIGHT TO REAPPOINTMENT TO DEPUTY CITY MANAGER
POSITION
In the event this Agreement: i) is terminated by Emp loye e as provided in Sect ion 3.3 , ii) is
terminated by the City without cause as provided in Section 3.5(6), or iii) automatically terminates
due to the appointment of a permanent City Manager as provided in Section 3.4(c), then Employee
shall have the right to be reappointed to the position of Deputy City Manager earning the sa lary
and enjoying the benefits specified in the Unrepresented Employees' Compensation Program, at
her former step in the salary schedule for the position of Deputy City Manager (Step 5).
5.0 BENEFITS
5. I Continuation of Benefits. During the term of this Agreement, Employee
shall continue to receive the same benefits she received as Deputy City Manager prior to the
Effective Date of this Agreement, including those provided for the position of Deputy C ity
Manager in the Unrepresented Employees' Compensation Program; provided , however, that
Employee is entitled to receive any additional or more generous benefits provided und er the
Appointed Employees' Compe nsation Program in the then-current Resolution .
6.0 BONDS AND INDEMNIFICATION
6 .1 Indemnification. To the extent mandated by the California Government
Code, the City shall defend , hold harmless , and indemnify Employee against any tort , professional
liability , claim or demand , or other legal action arising out of an alleged act or omission occurring
in the performance of Employee's services under this Agreement. This section shall not appl y to
any intentional tort or crime committed by E mployee , to any action outside the course and scope
of the services provided by Employee under this Agreement, or any other intentional or malicious
conduct or gross negligence of Employee. The City's obligations under this Section shall survive
the termination of this Agreement.
6.2 Bonds . City shall bear the full cost of any fidelity or other bonds , which
may be required in the performance of Employee's services under this Agreement.
7.0 GENERAL PROVISIONS
7 .1 Entire Agreement. This Agreement represents the entire agreement
between the parties and supersedes any and all other agreements, either oral or in writing, between
the parties with respect to Employee's employment by the City and contains all of the covenants
and agreements between the parties with respect to such employment. Each party to this
Agreement acknowledges that no representations, inducements , promises or agreements , orally or
otherwise, have been made by either party , or anyone acting on behalf of either party , which are
not embodied herein , and that no other agreement, statement or promises not contained in this
Agreement shall be valid or binding upon either party .
5 of7
7.2 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing , which amendment shall require City Council
approval.
7.3 Notices. Any notice required or permitted by this Agreement shall be in
writing and shall be personally served or shall be sufficiently given when served upon the other
party as sent by United States Postal Service , postage prepaid and addressed as follows:
To City:
City of Cupertino
Attention: City Clerk
10300 Torre Avenue
Cupertino , CA 95014
To Employee:
Tina Kapoor
[On file with Human Resources Division]
Notices shall be deemed given as of the date of personal service or upon the date of deposit in the
course of transmission with the United States Postal Service.
7.4 Conflicts Prohibited. During the term of this Agreement, Employee shall
not engage in any business or transaction or maintain a financial interest which conflicts , or
reasonably might be expected to conflict , with the proper discharge of Employee 's duties under
this Agreement. Employee shall comply with all requirements of law, including but not limited
to , Sections 87100 et seq ., Section 1090 and Section 1125 of the Government Code, and all other
similar statutory and administrative rules.
7.5 Effect of Waiver. The failure of either party to insist on strict compliance
with any of the terms , covenants , or conditions of this Agreement by the other party shall not be
deemed a waiver of that term , covenant, or condition, nor shall any waiver or relinquishment of
any right or power at any one time or times be deemed a waiver or relinquishment of that right or
power for all or any other times.
7.6 Patiial Invalidity. If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable , the remaining provisions shall
nevertheless continue in full force without being impaired or invalidated in any way.
7.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California .
. 7.8 Mandatory Government Code Provisions. Government Code §§ 53243 -
53243.4 require that contracts between local agencies and its employees include provisions
requiring an employee who is convicted of a crime involving an abuse of his or her office or
position to provide reimbursement to the local agency for the following forms of payment: (i) paid
leave salary; (ii) criminal defense costs; (iii) cash settlement payments; and (iv) any non
contractual settlement payments. Accordingly , the Parties agree that it is their mutual intent to
fully comply with these Government Code sections and all other applicable law as it exists as of
the date of execution of this Agreement and as such laws may be amended from time to time
thereafter. Specifically , the following Government Code sections are called out and hereby
incorporated by this Agreement:
6 of7
§5324 3. Reimbursement of paid leave s alary required upon conviction of crime
involvin g office or position .
§5 324 3.1. Reimbursement of legal crimin a l d efe nse upon conviction of crime
involving office or position .
§53243.2. Reimbursement of cash settlement upon conviction of crime involving
office or position.
§53243.3. Reimbursement of noncontractual payments upon conviction or crime
involving office or position.
§53243.4. "Abuse of office or position" defined .
Employee represents that Employee has reviewed , is familiar with , and agrees to comply
fully with each of these provisions if any of these provisions are applicable to Employee , including
that Employee agrees that any cash settlement or severance related to a termination that Employee
may receive from the City shall be fully reimbursed to the local agency if Employee is convicted
of a crime involving an abuse of Employee's office or position. •
7 .9 Independent Legal Advice. The City and Employee represent and warrant
to each other that each has received legal advice from independent and separate legal counsel with
respect to the legal effect of this Agreement , or has at least had the opportunity to do so , and the
City and Employee further represent and warrant that each has carefully reviewed this entire
Agreement and that each and every term thereof is understood and that the terms of this Agreement
are contractual and not a mere recital. This Agreement shall not be construed against the party or
its representatives who drafted it or who drafted any portion thereof.
IN WITNESS WHEREOF , the City of Cupertino has caused this Agreement to be signed
and executed on its behalf by its Mayor , and duly attested by its officers thereunto duly authorized ,
and Employee has signed and executed this Agreement , all in triplicate.
CITY: CITY OF CUPERTINO
By : --------------
Li an g Chao , Mayor
ATTEST :
Kirsten Squarcia, City Clerk
APPROVED AS TO FORM:
Aleshire & Wynder , LLP
7 of7
Liangfang Chao (Jul 16, 2025 01:18 PDT)
Kirsten Squarcia (Jul 16, 2025 08:20 PDT)
Kirsten Squarcia
F loy Andrews , City Atto rn ey
EMPL OYEE
Tina Kapoor (Jul 9, 202511:22 POT)
Es hverya G ianchandani aka Tina Kapoor
8 of7
Revised Interim City Manager Employment
Agreement (Tina Kapoor)
Final Audit Report
Created :
By :
Status:
Transaction ID :
2025-07-09
Kirsten Squarcia (kirstens@cupertino.org)
Sign ed
CBJCH BCAABAAlkwDADFx6qxJ-cRQlwlSxGX6-ufl V0C4
2025-07-09
"Revised Interim City Manager Employment Agreement (Tina Ka
poor)" History
'El Document created by Kirsten Squarcia (kirstens@cupertino.org)
2025-07-09 -6:14:31 PM GMT
l81.. Document emailed to tinak@cupertino .gov for signature
2025-07-09 -6:19:05 PM GMT
'El Email viewed by tinak@cupertino .gov
20 25-07-09 -6:19 :41 PM GMT
0i) Signer tinak@cupertino .gov entered name at signing as Tina Kapoor
2025-07-09 -6:22 :28 PM GMT
0'0 Document e-signed by Tina Kapoor (tinak@cupertino.gov)
Signature Date : 2025-07-09 -6:22 :30 PM GMT -Time Source : server
0 Agreement completed.
2025-07-09 -6:22:30 PM GMT
II Adobe Acrobat Sign
B - Interim City Manager Employment
Agreement
Final Audit Report 2025-07-16
Created:2025-07-16
By:Kirsten Squarcia (kirstens@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAo9MrasGaPUSeJpHr8oDtaShRJDtd2mSE
"B - Interim City Manager Employment Agreement" History
Document created by Kirsten Squarcia (kirstens@cupertino.org)
2025-07-16 - 3:38:45 AM GMT
Document emailed to lchao@cupertino.gov for signature
2025-07-16 - 3:40:07 AM GMT
Email viewed by lchao@cupertino.gov
2025-07-16 - 3:40:45 AM GMT
Signer lchao@cupertino.gov entered name at signing as Liangfang Chao
2025-07-16 - 8:18:29 AM GMT
Document e-signed by Liangfang Chao (lchao@cupertino.gov)
Signature Date: 2025-07-16 - 8:18:31 AM GMT - Time Source: server
Document emailed to kirstens@cupertino.gov for signature
2025-07-16 - 8:18:33 AM GMT
Email viewed by kirstens@cupertino.gov
2025-07-16 - 8:19:13 AM GMT
Signer kirstens@cupertino.gov entered name at signing as Kirsten Squarcia
2025-07-16 - 3:20:44 PM GMT
Document e-signed by Kirsten Squarcia (kirstens@cupertino.gov)
Signature Date: 2025-07-16 - 3:20:46 PM GMT - Time Source: server
Agreement completed.
2025-07-16 - 3:20:46 PM GMT