HomeMy WebLinkAboutCody Einfalt 05.14.2026CITY MANAGER EMPLOYMENT AGREEMENT
BETWEEN THE TOWN OF LOS ALTOS HILLS AND CODY EINFALT
THIS AGREEMENT, made and entered into at Los Altos Hills, California this 14th day
of May 2026, by and between the TOWN OF LOS ALTOS HILLS, a municipal corporation,
hereinafter sometimes referred to as the “TOWN,” and CODY EINFALT, an individual,
hereinafter referred to as “EINFALT.”
WITNESSETH:
WHEREAS, TOWN requires the services of a person with executive and administrative
qualifications to serve as the City Manager under the Council-Manager form of government, as
provided in the Los Altos Hills Municipal Code; and
WHEREAS, TOWN desires to employ the services of EINFALT as City Manager of the
TOWN, and further desires to assure the continuous service of EINFALT in such official
capacity as provided for in the Municipal Code by establishing herein certain salary and benefits,
and the other terms and conditions of his employment; and
WHEREAS, EINFALT desires to accept employment as City Manager of the TOWN
under the terms and conditions of employment as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
stipulations herein contained, the parties hereto agree as follows:
SECTION 1. EMPLOYMENT
A.TOWN agrees to employ EINFALT on a full-time basis as City Manager of
TOWN. EINFALT agrees to serve as the City Manager for the TOWN subject to the terms and
conditions set forth herein. EINFALT shall also perform the functions and duties specified under
the laws of the State of California, the Los Altos Hills Municipal Code, the ordinances,
resolutions, policies, rules, and regulations of the TOWN, the job description for the City
Manager position, and such other duties and functions as the City Council may from time-to-
time assign.
B.EINFALT agrees to devote his productive time, ability, and attention to the
TOWN’s business, and to perform his duties to the best of his ability in accordance with the
highest professional and ethical standards applicable to the profession. As an exempt employee,
EINFALT shall not receive overtime or extra compensation for work performed outside normal
business hours.
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C.EINFALT agrees to remain in the exclusive employ of the TOWN until the
effective date of termination set forth herein, and neither to accept other employment, nor to
become employed by any other employer until the effective date of termination as set forth
herein. However, the TOWN recognizes that EINFALT may actively participate in community
affairs and shall be permitted to volunteer time, energy, and expertise, and from time-to-time, to
serve and hold office in charitable, non-profit, public service, service club, religious, and/or
community area organizations. In addition, this Agreement shall not be construed to preclude
incidental and occasional teaching, writing, or speaking performed by EINFALT.
SECTION 2. TERM
The term of this Agreement shall be for a term of three (3) years, commencing from May
15, 2026 until May 14, 2029. If no successor Agreement is entered into to extend EINFALT’s
employment beyond the three (3) year term, his employment with the TOWN shall end with no
payment of severance.
SECTION 3. TERMINATION AND SEVERANCE PAY
A. EINFALT’s employment shall be considered “at-will.” EINFALT serves at the
pleasure of the City Council, and the City Council may terminate this Agreement with or without
cause. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the
TOWN to terminate the services of EINFALT at any time by a majority vote of the entire City
Council, subject only to the provisions set forth in this AGREEMENT. Notwithstanding anything
to the contrary in the Los Altos Hills Municipal Code, the parties acknowledge that the
provisions regarding termination herein are the exclusive procedures used by the parties and are
intended to supersede any inconsistent policies in the Los Altos Hills Municipal Code and
TOWN personnel policies.
B.In the event that the TOWN chooses to terminate EINFALT pursuant to Section
3.A of this Agreement, EINFALT shall be given written notice of the effective date of
termination. Said termination date shall either be (a) the end of the term of the then-applicable
Agreement, or (b) at the election of a majority of the City Council, an earlier date. If EINFALT is
terminated at a date earlier than the end of the term of the then-applicable Agreement, he shall be
given severance pay equal to six months base salary, and shall continue to receive the Health and
Dental Benefits, Life Insurance, Disability Insurance, and Retirement Benefits specified in
Section 5.A for a period of six months from the effective date of termination.
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C. In the event EINFALT is terminated for cause, or by reason of death or incapacity,
the City shall have no obligation to provide any severance payment pursuant to Section 3.B
herein. Termination for cause includes, but is not limited to, dismissal based on the following:
1. A court finding of willful misconduct or malfeasance;
2. A conviction of a felony or misdemeanor relating to EINFALT’s fitness to
perform assigned duties including, but limited to, embezzlement;
3. Violation of any fiduciary duty owed to the TOWN;
4. Failure to abide by the terms of this Agreement;
5. Failure to observe or perform any of the duties and obligations under this
Agreement, if that failure continues for a period of thirty (30) days after
EINFALT receives written notice from the City Council or its designee
specifying the acts or omissions that constitute the failure.
D. In the event EINFALT desires to voluntarily resign his position with the Town,
EINFALT shall give the TOWN thirty (30) days’ notice in advance, unless the parties agree in
writing otherwise. In the event EINFALT voluntarily resigns, he shall not be entitled to any
payment pursuant to Section 3.B herein.
SECTION 4. SALARY
A. TOWN agrees to pay EINFALT for his services rendered pursuant hereto, an
annual salary of two hundred eighty-two thousand dollars ($282,000) less all applicable federal,
state, and local withholding, payable in installments at the same time other employees of the
Town are paid.
B. EINFALT will be eligible for a yearly compensation adjustment following his
yearly performance evaluation, as described in Section 6.A. This compensation adjustment shall
be subject to approval by the City Council.
C. For any future salary adjustments and to address potential compaction issues,
EINFALT’s base salary will generally be a minimum of ten (10) percent higher than the top of
the salary range for the highest-paid Department Director within the Town staff as determined by
the City Council. The term “Department Director” refers to any head of a Town department who
reports directly to the Town Manager, as determined by the Town Council. For the first future
salary adjustment in May 2027 only, assuming the City Council has provided Einfalt a
satisfactory or better evaluation for the first year of his service, EINFALT’s salary shall be set at
a level that is a minimum of ten percent higher than the top of the salary range for the highest
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paid Department Director within the Town staff. In the event that the City Council determines
EINFALT’s evaluation is not satisfactory or better for the evaluation period, then the prior
sentence shall not apply. Thereafter, this salary comparison shall be reviewed annually at the
time of any salary adjustments for the Town Manager or Department Directors to ensure
compliance with this provision.
SECTION 5. BENEFITS
A. EINFALT shall be entitled to and shall receive the following benefits during the
course of his employment.
1. Health and Dental. Health and Dental insurance coverage for EINFALT and
his dependents shall be paid by TOWN in the same manner as available for other
TOWN employees.
2. Life Insurance. Premiums for term life insurance of a value equal to two
(2) EINFALT’s annual salary shall be paid by TOWN, subject to any limitation
imposed by the life insurance company selected by the TOWN.
3. Disability. Disability insurance shall be paid by TOWN in the same manner
as available for other TOWN employees.
4. Retirement. EINFALT shall receive the same CalPERS benefit as other
TOWN employees receiving PEPRA benefits, which is an amount totaling two
percent (2%) at the age of sixty-two (62). The TOWN shall pay both the TOWN’s
share and half of the normal employee costs. Einfalt shall pay have of the normal
employee costs.
5. Vacation, Holidays, and Other Forms of Leave. EINFALT shall be entitled
to vacation, holidays, bereavement leave, leave for jury duty and court appearances,
industrial accident leave, and family and medical leave, as are currently set forth in
the TOWN’s Personnel Policy Manual, dated September 19, 2023.
6. Administrative Leave. EINFALT shall receive one hundred and twenty
(120) hours of administrative leave per calendar year. For the remainder of calendar
year 2026, any additional accruals of administrative leave hours shall be prorated
from the effective date of this Agreement through December 31, 2026.
Administrative leave must be used in the calendar year in which it is disbursed;
unused administrative leave may not be carried over for use in a subsequent year or
redeemed as compensation. However, EINFALT may redeem unused
administrative leave as compensation up to a maximum of one hundred and twenty
(120) hours per year.
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7. Professional Development. The TOWN agrees that on a yearly basis during
its budget process, the TOWN will consider whether or not to pay for travel and
subsistence expenses of EINFALT for professional and official travel, meeting, and
other occasions to continue the professional development of EINFALT, and to
pursue necessary official functions for the TOWN for no more than five (5)
professional development-related conferences and subject to budgetary approvals
by the TOWN. The professional and official travel contemplated by this Section 7
includes but is not limited to the International City Management Association
(“ICMA”) Annual Conference, League of California Cities Annual Conference,
League of California Cities City Manager Division meetings, Santa Clara County
City Managers Association meetings, Alliance for Innovation meetings, and such
other national, regional, state and local governmental groups and committees
(including community and civic organizations) thereof which EINFALT serves as
a member, and for travel and subsistence expenses of EINFALT for short courses,
institutes, and seminars that are necessary for his professional development and for
the good of the TOWN. EINFALT understands and agrees these professional
development expenses are subject to budget constraints and that the City Council
retains discretion in determining whether to fund any of the above-referenced
expenses.
8. Automobile Allowance. TOWN shall provide EINFALT with an
automobile allowance of Four Hundred dollars ($400.00) per month, which shall
be paid in equal installments at the same time as EINFALT’s salary. EINFALT shall
maintain at all times during his employment automobile insurance with limits of
$500,000 per occurrence for bodily injury, personal injury, and property damage.
EINFALT shall further provide TOWN with a certificate of insurance indicating the
limits of his automobile insurance policy and indicating that the TOWN is an
additional insured on such policy.
9. Deferred Compensation. TOWN will pay an annual amount equal to five
percent of EINFALT’s annual salary into EINFALT’s Mission Square 401(a)
Deferred Compensation account. TOWN’S payment to EINFALT’s Mission Square
401(a) Deferred Compensation account shall be paid proportionately through equal
payments in each regular pay period within a calendar year for TOWN employees.
EINFALT may also, in his sole discretion, choose to have the TOWN pay a portion
of his salary into the Mission Square 457 deferred compensation plan, provided that
such deferred compensation is deducted from EINFALT’s salary and that the
combination of the Town’s 401(a) payment and EINFALT’s voluntary contributions
to Mission Square 457 deferred compensation plan are in conformance with the
maximums allowed by federal and state law. Any deferred compensation shall be
prorated for the first and last months during which EINFALT is employed as City
Manager.
10. Mobile Telecommunication Device. EINFALT shall be entitled to receive
the benefit of the Mobile Telecommunication Device Policy set forth in the Section
14.8 of the Employee Handbook as it exists now or may be amended in the future.
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Specifically, EINFALT either receive mobile communication device provided by
the Town or may receive cellular service that is paid for by the Town on his own
personally owned mobile phone.
11. Alignment with Management Benefits. Except as otherwise provided in the
Town Manager’s employment agreement, the Town Manager will be eligible for,
and shall receive, all standard management benefits (e.g., health insurance,
CalPERS, deferred compensation) and vacation, sick, and administrative leave as
generally set forth in the Employee Handbook and applied to other management
employees, as it may be amended or updated from time-to-time by the Town
Council. The Town Manager shall comply with all rules and procedures and shall
make any and all employee contributions set forth in the Town’s benefits plans. s
SECTION 6. PERFORMANCE EVALUATION
A. The City Council shall review and evaluate the performance of EINFALT
annually each year, in accordance with specific criteria and performance expectations as
developed jointly by the City Council and EINFALT and approved by the City Council in its sole
discretion. Such criteria may be added to or deleted as the City Council may from time to time
determine in consultation with EINFALT. The TOWN will retain a third-party facilitator to assist
with the City Council and EINFALT with the annual evaluation process. The City Council may
solicit input from EINFALT relating to selection of the third-party facilitator, with the
understanding that City Council shall have sole discretion in the final selection. In addition, the
City Council may evaluate the performance of EINFALT at any time the City Council desires.
B. Notwithstanding the timing provided in Section 6.A above, EINFALT’s first
performance evaluation shall take place six (6) months after the start of his employment with
TOWN.
C. TOWN shall retain and provide EINFALT with a professional coach within three
(3) months of the start of his employment with TOWN. The City Council may solicit input from
EINFALT relating to selection of the professional coach, with the understanding that the City
Council ad hoc subcommittee for the City Manager shall have sole discretion in the final
selection. The professional coach shall not be considered to serve as the third-party facilitator
referenced in Section 6.A.
SECTION 7. INDEMNIFICATION AND BONDING
A. The TOWN shall provide for the defense of EINFALT in any action or proceeding
alleging an act or omission within the scope of EINFALT's employment in accordance with
California Government Code sections 825, 995 et seq., and other applicable law.
Notwithstanding anything to the contrary in this Agreement, in accordance with California
Government Code section 825, subdivision (a), the TOWN reserves the right to not pay any
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judgment, compromise, or settlement subject to that section until it is established that the injury
arose out of an act or omission occurring within the scope of EINFALT's employment pursuant
to this Agreement. Further, notwithstanding anything to the contrary in this Agreement, the
TOWN reserves the right to refuse to provide for the defense of EINFALT for the reasons set
forth in California Government Code section 995.2 or other applicable provisions of law. Any
TOWN funds provided for the legal criminal defense of EINFALT shall be fully reimbursed in
accordance with California Government Code section 53243.1 if EINFALT is convicted of a
crime involving an abuse of his office or position as defined in California Government Code
section 53243.4.
B. TOWN shall bear the full cost of any fidelity or other bonds required of EINFALT
under any law or ordinance.
SECTION 8. GENERAL PROVISIONS
A. Effective Date. This Agreement shall become effective commencing May 15,
2026.
B. Severability. If any provision, or any portion thereof, contained in this Agreement
is held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion
thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect
except that either party may terminate this Agreement after providing six (6) months’ notice if
the provision found to be illegal or unenforceable is deemed to be a material aspect of the
Agreement. Termination of the Agreement under this subdivision shall not give rise to the
obligation to pay severance pursuant to Section 3 of this Agreement.
C. Conflicts of Interest. EINFALT warrants that he presently does not have and will
not acquire any direct or indirect financial interest which would conflict with his performance of
this Agreement.
D. Documents. All documents provided to EINFALT by TOWN and all reports and
supporting data prepared by EINFALT for TOWN under this Agreement are the sole property of
TOWN and shall be delivered to TOWN upon termination of this Agreement by either TOWN or
EINFALT, or at TOWN’s written request.
E. Attorneys’ Fees and Costs. In the event it becomes necessary for either TOWN or
EINFALT to bring a lawsuit to enforce any of the provisions of this Agreement, the parties agree
that a court of competent jurisdiction may determine and fix a reasonable attorney’s fee to be
paid to the prevailing party.
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F. Entire Agreement; Amendment. The text herein shall constitute the entire
agreement between the parties. This Agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to the employment of EINFALT by
TOWN. Each party to this Agreement acknowledges that no representation, inducements,
promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, who are not embodied herein, and that no other agreement, statement, or
promise not contained in this Agreement shall be valid or binding on either party. Any
modification of this Agreement will be effective only if it is in writing and signed by both
TOWN and EINFALT.
G. 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 covenant, or condition, and no waiver or relinquishment of any right or
power on any given occasion shall be deemed a waiver or relinquishment of that right or power
on any subsequent occasions.
H. Law Covering Agreement. Any action by any party to this Agreement shall be
brought in the appropriate court of competent jurisdiction within the County of Santa Clara, State
of California, notwithstanding any other provision of law which may provide that such action
may be brought in some other location. This Agreement shall be construed and enforced in
accordance with the laws of the State of California and the United States of America.
I. Abuse of Office. Government Code sections 53243, 53243.1, 53243.2, and
53243.3 are incorporated by this reference as if fully set forth herein.
J. Assignment. It is understood that this Agreement is not assignable by either party.
K. Non-Liability of Officials and Employees. No official, employee, attorney, or
agent of the TOWN shall be personally liable for any term, condition, breach, default, or liability
under this Agreement.
L. Interpretation. This Agreement shall be interpreted as though prepared by both
parties.
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M.Notices. Notices pursuant to this Agreement shall be given by deposit in the
United States Postal Service, postage prepaid, addressed as follows:
(1)TOWN:Mayor
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
(2) EINFALT:Cody Einfalt
City Manager
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Alternatively, notices required pursuant to this Agreement may be personally served in
the same manner as applicable to civil judicial process. Notice shall be deemed given as of the
date of personal service or as of the date of deposit of such written notice in the United States
Postal Service.
IN WITNESS WHEREOF, the Town of Los Altos Hills has caused this Agreement to be
signed and executed on its behalf by its Mayor and duly attested by its City Clerk, and EINFALT
has signed and executed this Agreement.
TOWN OF LOS ALTOS HILLS
__________________________________
Rajiv Bhateja, Mayor
Town of Los Altos Hills
CODY EINFALT
__________________________________
Cody Einfalt
ATTEST:
__________________________________
Arika Miller, City Clerk
APPROVED AS TO FORM:
__________________________________
Steve Mattas, City Attorney
Steve Mattas (May 20, 2026 15:32:18 PDT)
Rajiv Bhateja (May 20, 2026 19:15:09 PDT)
Rajiv Bhateja
City Manager Employment Agreement - Cody
Einfalt (Final)
Final Audit Report 2026-05-21
Created:2026-05-20
By:Melanie Meneses (melanie.meneses@redwoodpubliclaw.com)
Status:Signed
Transaction ID:CBJCHBCAABAAwlBw0bY7IjTk_KpcqCzkkd5NEJRVOQUO
"City Manager Employment Agreement - Cody Einfalt (Final)" Hi
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Agreement completed.
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