An Ethics and Public Trust Analysis of the Decision and Process to Replace the City’s Award-Winning Code of Ethics & Values

Public Trust Now looks at City decisions and processes through the lenses of ethics and public trust.

In this post, we want to show what we see when we ask the Ethics Question — Why, if at all, is this the right thing to do for the people of Santa Clara? — and the Public Trust Question — How, if at all, will this build the public’s trust that their government puts the public’s best interests ahead of private, personal, or special relationships?

Our focus is:

1. The decision to replace the 2001 Code of Ethics & Values and the 2008 Behavioral Standards for Council Members with a minimal “follow the law” compliance code applying only to the City Council, plus a few rules for how Council and Staff should deal with one another.
2. The process the City Manager, City Staff, and the Governance & Ethics Committee (Chair Jain, Mr. Chahal, and Mr. Park) are using to develop the replacement Code.
3. Where things stand today and what the public can do about it.

Stakeholder Analysis

Ethical analysis begins by asking who will be affected by a decision, who is making it, and to whom decision-makers owe legal and ethical duties.

Who will feel the most impact. The largest impact falls on the people who had no part in the decision: the residents of Santa Clara, who live with whatever ethical infrastructure the City puts in place; the senior staff, boards, commissions, and Stadium Authority officials whose conduct the existing Code reaches but the replacement Code does not; and the future Council members and staff who will inherit the result.

Who is making the decision. The replacement Code was authorized and shaped by the Governance & Ethics Committee — Chair Jain, Mr. Chahal, and Mr. Park — working with the City Manager, senior staff, and the City Attorney. The consultant, Liebert Cassidy Whitmore, is a law firm that has defended the City against its own employees for forty years. The Council majority that will vote on the result is the same majority that authorized the consultant and set the scope.

To whom the Council owes a fiduciary duty. The Council’s fiduciary duty runs to the residents of Santa Clara — not to themselves, not to the consultant, not to private parties with business before the City. It includes loyalty, care, good faith, disclosure, and accountability. On every dimension, residents hold a fiduciary claim on the Council that the Council, in this process, has not honored.

The stakeholders with the strongest claims on this decision had no part in making it. The stakeholders whose conduct the new Code will govern controlled every step.

The Letter and Spirit of the Law

Before any lens of public ethics is applied, a threshold question: does the decision — and the process used to make it — comply with the law? Both the letter and the spirit. The replacement-code process raises serious concerns under at least two California laws.

The Ralph M. Brown Act (California Government Code §§ 54950 et seq.) requires that decisions of city councils be made in open, properly noticed public meetings, and prohibits “serial” communications among a majority of members about items within the body’s jurisdiction (§54952.2). The Council approved a review of ethics documents in July 2023. The scope changed at some point to a replacement of the Ethics Code, and that change appears never to have been brought back to the Council in a properly noticed public meeting for a vote.

If the change was effected through staff direction, committee action without proper notice, or serial communications, the Brown Act is implicated. Remedies include a demand-to-cure letter that can lead to nullification of the decision (§54960.1), declaratory or injunctive relief (§54960), a cease-and-desist letter (§54960.2), and — for knowing violations — criminal misdemeanor liability (§54959).

The California Public Records Act (Government Code §§ 7920.000 et seq.) requires that an agency determine within ten days whether records are disclosable, with one fourteen-day extension under “unusual circumstances” (§7922.535), and that records be made “promptly” available (§7922.530).

A request submitted October 15, 2025 sought the contract and scope-change communications for the ethics-document project. After five separate delays, the City produced the informal RFQ, two responses, and the selection letter — and a full set of records for a separate engagement (the Ethics Commission study) — but never produced the contract or any communications showing how, when, or by whom the scope was changed from review to replacement. The request was closed two days after the consultant presented the result. Remedies include a petition for writ of mandate (§7923.000) and — for prevailing requestors — a mandatory award of attorney’s fees and costs paid by the public agency (§7923.115).

The letter of these laws sets a floor. The spirit asks government to operate as if the public were always in the room. The replacement-code process satisfies neither.

Public Trust Now is not a law firm. Whether the conduct above amounts to actionable violations of the Brown Act, the CPRA, or any other law is a question for legal counsel, the District Attorney, or a court. The people of Santa Clara have standing to bring such suits.

What We See When We Apply the Lenses of Public Ethics

Law is the floor of ethical conduct, not the ceiling. What we see, in plain terms, when we apply the lenses of public ethics is a series of choices that anyone with well-developed ethical decision-making skills would recognize as failures — each one explicable, perhaps even defensible in isolation, but devastating viewed together.

Through the Lens of Virtue Ethics

Virtue ethics asks what this conduct says about the character of the people who chose it. It asks if the behavior is consistent with the core values the City itself adopted in 2001 and committed to live by. The replacement-code process violates them in turn.

Ethical — to be trustworthy, truthful, impartial, and fair. The Council approved a review; staff and the Governance & Ethics Committee delivered a replacement — not truthful. The same Council members the new code will govern chose the consultant, set the scope, and will cast the votes — not impartial. The three Committee members already constitute three of the four votes needed for adoption, with Councilmember Hardy the expected fourth — an outcome predetermined before any public deliberation. The replacement code applies only to the City Council, exempting senior staff, boards, commissions, and the Stadium Authority — not fair.

Professional — to exercise competence and objective judgment. The City hired a defense-side employment law firm with no specialized municipal-ethics practice. Eight months passed between Council approval and the hiring of that consultant.

Service-Oriented — to respond to community needs. Eighteen months behind closed doors. Public input invited only at the end. Records withheld when residents asked.

Fiscally Responsible — to be careful stewards of public funds. Public money is being spent to weaken the ethical infrastructure the public previously paid to build, with no public account of why.

Organized — to maintain orderly processes and proper documentation. The City’s regular open RFP process was bypassed for an “informal RFQ” to seven preselected firms — contrary to the Council motion that authorized the work. The scope change from review to replacement never came back to the Council for formal authorization.

Communicative — to share information openly, honestly, and accessibly. The scope change was not announced. The draft was not shared. The contract and the communications showing how, when, or by whom the scope changed were never produced.

Collaborative — to build consensus and welcome diverse views. No residents were consulted. No senior staff, boards, or commissions — whose conduct the existing Code reaches but the replacement Code does not — were consulted.

Progressive — to pursue continuous improvement. The City is replacing a nationally recognized values-based code, developed through community consensus, with the kind of generic compliance code Santa Clara itself rejected 25 years ago.

These are not abstract virtues. They are the City’s own stated core values — and the replacement-code process violates each of them. A government that breaks its own commitments is telling the public who it is.

Through the Lens of Consequences

Consequentialism asks whether a decision does more good than harm — and, when harm is unavoidable, whether every step has been taken to reduce it.

The harms are specific. Public trust, already at historic lows, is further damaged by a process that confirms residents’ worst suspicions. The City’s nationally recognized values-based code, representing seventeen years of work, is set to be discarded. Future officials inherit a compliance code that Santa Clara already rejected 25 years ago as ineffective. The City could have announced the rewrite when the scope changed, shared the draft, produced records when residents asked. It chose none of these. The harms are not the price of necessary work. They are the byproduct of choosing not to do the work in public.

The goods are far harder to identify. The City has not articulated, in public, what problem the replacement code solves that the existing code does not. A consequentialist analysis the City has not performed cannot defend a decision the City has already made.

Through the Lens of Individual Rights and Duties

Rights-based ethics asks whether residents’ rights are respected — and, in mirror, whether public officials are fulfilling the corresponding duties.

Residents have rights in this process: the right to know what their government is doing, the right to be heard before decisions are made, the right to participate in shaping the rules that govern those they elected. Each has been violated. The rewrite was not announced. Documents were not shared. Public input was not solicited. A California Public Records Act request specifically seeking the contract and the records of the scope change was closed — after five delays, with those records still withheld — two days after the consultant presented the result.

Where residents hold these rights, public officials owe corresponding duties — to lead ethically, to operate transparently, and to protect public trust. Each of these duties has been failed.

Through the Lens of Fairness

Fairness asks whether equals are being treated equally.

The replacement code applies only to the City Council. Senior staff, who hold equal or greater power over the daily life of the city, are exempt. Boards and commissions are exempt. The Stadium Authority — where many of the City’s current ethical issues are located — is exempt. This is unequal treatment of comparable cases on its face, and the inequality favors the very actors with the most institutional power. A fair process would have asked who exercises authority that affects the public, and held them all to a common standard.

Through the Lens of the Common Good

The common good asks whether a decision upholds the conditions a community needs to flourish — public trust, transparent decision-making, meaningful public participation, and ethical infrastructure equal to the city’s challenges.

The replacement-code process has weakened every one of these. It has shown the public that decisions of consequence can be made without them, reduced ethical infrastructure rather than strengthened it, and provided no mechanism for the city to do better next time. A decision that diminishes the common good in service of private convenience has gotten its priorities exactly inverted.

What the Two Questions Reveal

The five lenses converge on the same finding. The replacement ethics code does not answer the Ethics Question — Why, if at all, is this the right thing to do for the people of Santa Clara? — because no one has asked it in public. It does not answer the Public Trust Question — How, if at all, will this build the public’s trust that their government puts the public’s best interests ahead of private, personal, or special relationships? — because the process itself was a demonstration of the opposite.

When every ethical tradition reaches the same conclusion about the same facts, the answer is not reasonable people disagree. Something has gone wrong, and the people responsible owe the public an account. That account is what residents are entitled to ask for, and what — to date — they have not received.