From ‘At Our Best’ to ‘Ask the Least’

How Santa Clara Is Replacing an Award-Winning Ethics Code with Bare-Minimum Compliance

And What the People Can Do About That

NOTE: This is a detailed analysis. If you only have two minutes, read “What the Replacement Says” and “What You Can Do Right Now.” If you have ten minutes, the full story will make you angry — and informed.

This page is about what’s replacing it.

Politics Without Principles, Government Without Ethics, City Without Public Trust

In July 2023, the City Council approved hiring a consultant to “review” the existing ethics documents. During that discussion, JoAnne Speers — the former Executive Director of the Institute for Local Government who had spent 16 years building California’s leading public service ethics program and who literally wrote the state’s guide on developing values-based ethics codes — was recommended as a consultant. Council Member Kevin Park dismissed the recommendation, saying he wanted to be “really independent” of the person who had suggested her. Park didn’t know what he was talking about. He was rejecting the most qualified ethics consultant in the state not on her credentials but on who recommended her — exactly the kind of decision-making the original Behavioral Standards warned against under “Collaborative”: “Dismissing any idea proposed by a Council colleague who supported someone else in the last election.”

By the time the Council had this July meeting, it had been nine months since Unsportsmanlike Conduct, the devastating 2022 Santa Clara County Civil Grand Jury report that, among many other ethics and governance failures, found that the Council majority “can–and docan yuo–put the interests of the team above that of the residents” had found that the Stadium Authority majority put the interests of the 49ers above the public’s interests and documented many other governance and ethics failures. That’s the confidential report Council Member Becker leaked to the 49ers days before it was public. At the time, Mr. Becker’s campaign for Mayor was being supported by the 49ers PACs who were spending 8 times that of the Mayor. Mr. Becker’s leaking the report, and how the 49ers used those few days to launch a full-scale attack on the Civil Grand Jury, is laid out in stunning and lurid detail in the depositions in Mr. Becker’s case. Talk about a member of the City Council/Stadium Authority putting his own personal interests in becoming Mayor as well as the 49er’s interests over those of the city! the interests of the team before those of the public and pu months. That’s on City staff. After a Civil Grand Jury finding that the Stadium Authority can–and does–put the team’s interests above the City’s, the 57 meetings with 49er lobbyists, the firing of Senior Staff, and the vitriol between Council members at every meeting,

When the City finally hired someone in March 2024, it wasn’t an ethics consultant. It was Liebert Cassidy Whitmore (LCW), an employment law firm. The lead consultant, Morin Jacob, describes herself as a “defense-side employment litigator” specializing in “defense against claims of harassment, discrimination, retaliation and whistleblower allegations.”

Think about the contrast. The City could have hired JoAnne Speers — a lawyer, yes, but one whose 35-year career has been dedicated to helping public agencies develop values-based, aspirational ethics programs. A consultant whose firm, S2 Ethics Strategies, specifically offers to help agencies “develop values-based, aspirational ethics codes based upon the Institute for Local Government model process.” Someone who has said, in a presentation at Santa Clara University no less: “Ethics is what we ought to do — following the law is what we must do.”

Instead, the City chose a lawyer whose professional expertise is defending employers against their employees’ complaints. The result was predictable.

LCW worked behind closed doors for a year with City Staff. No community engagement. No public workshops. No stakeholder input. When the results were presented in March 2025, the agenda labeled the document: “REPLACEMENT TO: City Code of Ethics & Values.”

The City authorized a review. It got a replacement. A public records request for the contract and communications showing how “review” became “replace” was delayed six times over three months and closed without providing the documents.

Those communications are particularly important because in LCW’s response to the “RFQ for Legal Review of Behavioral Standards and Ethics Documents,” Morin Jacob says: “Our initial review of the City’s current documents shows that the City has provided a very thorough and practical approach to ethics compliance. LCW proposes to build on that excellent foundation.”

Build on that excellent foundation. That was the proposal. That was the scope of work the City approved. So who changed the scope — and why? Who decided that “build on that excellent foundation” would become “replace the entire foundation”? Was it Staff? Council Member Jain’s subcommittee? The full Council? We will submit a more targeted Public Records Request to find out.

Consider the timeline: when the City was actively implementing its all-hands, citizen-built ethics code in 2006, 91% of residents said the City was “going in the right direction.” In a 2024 City survey, 40% said the same — a 51-point drop. The survey didn’t ask why, but it is not a great leap to consider that three Civil Grand Jury reports in two years documenting governance and ethics failures, $10 million in 49er PAC spending, 57 meetings with 49er lobbyists, the Anthony Becker indictment and conviction, and the many times the Council majority did the bad behaviors from Column 4 of the Behavioral Standards–all of that had a great deal to do with that.

This Council has a public trust problem because it has an ethics problem. And it has an ethics problem because it has dismantled every ethics program, ethics code training (except the state-mandated AB1234), accountability mechanism, and ethical culture the City had built. Now, instead of real ethics reform —building on the 2001 ethics code, embedding ethics, public trust, and the Stadium Authority into the Charter, and creating an independent ethics commission to own, advance, advise, and hold everyone accountable — this Council is doing what other untrustworthy leaders have done: getting rid of the standards people were accusing them of violating.

That’s the context for what comes next. Having eliminated every ethics program, every training, every accountability mechanism — and having seen public trust collapse as a result — this Council is now replacing the ethics code itself. Not strengthening it. Replacing it. With something weaker.

What the Replacement Says

Here is what LCW produced — in the document’s own words.

The replacement is titled “City Council Code of Ethics and Values.” Not a citywide code. A City Council code. It applies only to Council members — not the elected Police Chief, not the elected City Clerk, not appointed commissioners, not City Staff, not volunteers, and not the Stadium Authority. It’s unclear whether approving this replacement would leave everyone else covered by any ethics code at all.

The original code’s goal was “public confidence” and “public trust” through “the most demanding ethical standards.” The replacement’s preamble says officials should “conduct their official and private affairs so as not to give a reasonable basis for the impression that any such official can be improperly influenced in the performance of their public duties.” One aspires to ethical excellence. The other manages appearances.

The original had eight values, each with multiple behavioral indicators. The replacement has six values — each defined in a single sentence:

“Accountability — the willingness to accept responsibility and account for one’s actions.”

“Fairness — ensuring equity and due process.”

“Impartiality — loyalty to the public good.”

“Diversity — embracing histories, values, and ideas from all backgrounds.”

“Transparency — policies and procedures that are open to public observation and scrutiny.”

“Integrity — the practice of being truthful, seeking truth, and adherence to the City’s values.”

What does “accountability” look like in practice? What specific actions demonstrate “integrity”? The replacement doesn’t say. Where the original code gave officials 29 specific behavioral indicators — concrete guidance for real situations — the replacement offers abstract definitions.

Six of the original eight values are dropped entirely: professional, service-oriented, organized, communicative, collaborative, and progressive. These aren’t minor values. They’re the ones that told officials how to actually serve residents — be competent, be responsive, follow through, communicate openly, build consensus, and innovate.

The replacement’s accountability standard is revealing: “Elected officials must comply with all federal, State, and City laws and regulations as well as applicable policies and procedures in the performance of their duties.” This is the heart of the code’s philosophy. Following the law is the standard. The original code’s standard? “The utmost integrity and moral courage.”

Using the logic of the new code, there is no ethical problem with the 49ers outspending a council candidate 56-to-1, with the City’s main partner capturing 5 of 7 seats on the Board overseeing his lease, with the City Manager and the City Attorney signing a nondisclosure agreement that lets the 49ers and the BAHC determine how much information residents are given. Nothing illegal about any of that.

This is the code Santa Clara rejected in 1998 — because it wasn’t practical, didn’t help anyone make difficult decisions, and inspired no one to improve. A quarter century later, the City is going back to the approach it already decided wasn’t good enough based on about 25 years of experience before 1998.

The entire 15-page Behavioral Standards document is eliminated. Every specific warning about back-room deals, preferential treatment, donor influence, vote-trading — gone. Every observable behavior that residents could use to evaluate their officials — gone.

One telling detail: the replacement includes a “Council’s Relation with City Staff” section with eight specific behavioral guidelines telling Council members how to interact with staff — don’t direct staff without Council approval, don’t reprimand employees directly, don’t attend department meetings uninvited. The section on ethical conduct for those same officials? No specific behavioral guidelines at all. Staff get detailed protections. Residents get platitudes.

These staff protections are understandable — and sad. The City Charter reminds Council Members that California law protects the Council/Manager form of government. The law of Councilmanic Interference says the City Manager is the CEO; Council is the policy-making Board that hires and fires the CEO and the City Attorney. A Council Member who gives direct orders to department heads or micromanages implementation breaks that law. The 49er-PAC-backed majority fired the City Manager and City Attorney and left the positions open for 17 months (Attorney) and 14 months (Manager). During all that time, Council members were able to micromanage to their heart’s content. The new City Manager inherited this group. The new ethics code’s staff-relationship standards are the Manager’s way of trying to claw back his charter-guaranteed legal authority.

And what is the City Council supposed to do with this new code? Sign it. “(CONSIDER A FORM FOR ELECTED OFFICIALS TO SIGN).” After a year of work and an undisclosed consulting fee, they haven’t even decided whether officials should be asked to sign it.

But set aside the indecision. Look at what this reveals about the replacement’s entire theory of ethics. The only implementation element in the document is a signature. That’s it. No training on what the six values mean in practice. No discussion of how they apply to your specific role or decisions. No connection to public trust — the word “trust” appears once in the preamble and never again. No scenarios showing how these principles work when a Council member faces a real conflict of interest, or pressure from a major campaign donor, or a decision that benefits the Stadium Authority at the City’s expense. No ongoing education. No self-evaluation. No mechanism for continuous improvement. No public accountability.

The original program had all of these. Regular training sessions. Working sessions where Council members discussed real ethical dilemmas. Annual surveys measuring public trust. Scenario-based discussions about situations officials actually face. The code wasn’t a document you signed and forgot — it was a living framework for getting better at the hardest part of public service.

The replacement’s approach is: read it, sign it, done. That’s not an ethics program. That’s a liability shield — which makes sense, given that it was written by a defense-side employment litigator. The signature line isn’t there to build ethical capacity. It’s there so someone can point to it later and say the official was “trained.”

Why This Matters: Values-Based vs. Rules-Based Ethics

What Santa Clara is doing runs directly against the professional consensus on ethics program design.

The Institute for Local Government — the ethics resource arm of the League of California Cities and the California State Association of Counties — states clearly: “The law is a floor for public official conduct, not a ceiling: just because a particular course of action is legal does not mean it is ethical.” Its former Executive Director, JoAnne Speers, put the distinction simply: “Ethics is what we ought to do — following the law is what we must do.” ILG’s process-oriented guide for developing local agency ethics codes — which Speers wrote — emphasizes selecting values and showing how each value should shape behavior — exactly the approach Santa Clara pioneered in 2000, is quoted throughout Speers’ Guide, and is now abandoning.

The distinction between values-based and compliance-based ethics is well established. A Government Accountability Office report recommended that government agencies shift from compliance-based ethics programs to values-based programs. The compliance approach, the report found, “focuses primarily on ensuring adherence to rules and regulations related to financial disclosure, gift receipt, outside employment activities, and conflicts of interest.” The values-based approach “focuses on upholding a set of ethical principles in order to achieve high standards of conduct” and “helps public officials deepen their own ethical commitment and leadership to strengthen the ethical culture.”

The National Academy of Public Administration put it this way: “Ethical capacity is increased by identifying and working to remove obstacles to ethical conduct within the organization.” That’s exactly what Santa Clara’s Behavioral Standards did — they identified the obstacles (donor pressure, groupthink, personal grudges, back-room dealing) and gave officials specific skills to overcome them.

A compliance code asks: Did you break the law? A values-based code asks: Are you at your best? The first sets a floor. The second builds a culture. Santa Clara built the culture. Now it’s tearing it down.

Why Replace the Code at All?

No one has explained why the original code needed to be replaced rather than strengthened — especially when LCW’s own proposal said it would “build on that excellent foundation.”

Twenty-five years of experience gave the City an extraordinary resource for updating the existing code with real-world scenarios that officials actually face:

How should officials handle independent expenditure campaigns spending millions on their behalf? The original code says nothing about independent expenditures because they weren’t a factor in 2000. Add that guidance.

What are the ethical obligations when the same officials govern both the City and the Stadium Authority? The inherent dual-role conflict didn’t exist when the code was written. Add that.

What does fiscal responsibility look like when a Civil Grand Jury finds stadium agreements were signed without proper vetting? Add those scenarios to the Behavioral Standards.

What does “collaborative” mean when residents face barriers to participation? Strengthen that value with current examples.

Instead of building on a proven, award-winning framework — and treating ethics as the continuous improvement process it’s meant to be — they hired a lawyer who defends employers against their own employees to replace it with a compliance checklist.

A Code Nobody Owns Is a Code Nobody Follows

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There’s a deeper problem the replacement doesn’t even try to address: who owns the ethics code?

Right now, the answer is nobody. The Ethics & Values Consultant who championed it is gone. The training program that brought it to life is gone. The City Manager who should be a role model and issuing ethics directives has issued none, according to a public records request. The code sits on a shelf — or a website — and no one is taking responsibility for making it a living part of how the City operates.

The right kind of ethics code isn’t just a set of rules or even a set of values. It’s a blueprint for how an organization changes direction. It tells everyone — from the Council chamber to the front desk — what and who we’re trying to be, what gets in the way, and how we get better together. We serve a noble purpose–the people of Santa Clara, not Jed York and the 49ers–and the people have a right to us at our best meeting their needs.

But a blueprint without a builder is just paper. That’s one of the critical roles for an independent Ethics Commission. Not just investigating complaints or enforcing rules, but owning the code — keeping it alive, keeping it current, keeping it in front of people, building public trust by being a trusted steward. An effective Ethics Commission would establish an ethics advisory committee that includes residents, senior city leadership, Council representatives, commissioners, department champions, and community leaders. This isn’t a top-down program imposed on the organization. It’s a shared commitment — the same kind of inclusive, consensus-based approach that built the original code.

A compliance code doesn’t need champions or resident committees. It just needs a signature line and a filing cabinet. A values-based code needs people throughout the organization — and in the community — who believe in it, practice it, help others practice it, and help each other and the City to be at our best for public trust. That’s the difference between a code that changes a city’s direction and a code that collects dust.

What Should Happen Instead

Trustworthy leaders would:

1. Follow the Institute for Local Government’s guidance — select values, show how each shapes behavior, build ethical capacity.
   
2. Start with the code that earned 91% approval and build on it — don’t replace it. LCW’s own proposal said the City had “a very thorough and practical approach” and an “excellent foundation.” Honor that.
   
3. Hire an ethics consultant, not a defense lawyer — someone whose career is building ethics programs, not defending against employee complaints. Why did the documents in place for 25 years need a “legal review” when that was not part of the Council motion in July 2023.
   
4. Follow the open, inclusive process that made the original code a state model — engage residents, staff, commissioners, and all stakeholders.
   
5. Strengthen the Behavioral Standards with 25 years of real-world examples — stadium conflicts, independent expenditures, dual-role obligations.
   
6. Include everyone — the original code covered all officials, employees, and volunteers. The Stadium Authority must be included. To leave the Stadium Authority out of the Code and the Charter because it is a joint powers authority makes both the Code and the Charter a joke. How do you build an ethical organization when half of your duties are guided by an ethics code and the other half are not? One set of core values, one Code, one government, all officials.
   
7. Give the code an owner — establish an independent Ethics Commission responsible for keeping it alive: training, advising, updating, celebrating ethical leadership, and enforcing when necessary. Establish an ownership partnership in the City Manager’s Office and with the City Council.
   
8. Create an ethics advisory committee — residents, senior leadership, Council representatives, commissioners, department champions, and respected community leaders. The same inclusive approach that built the original code.

Treat ethics as continuous improvement — regular training, updated scenarios, ongoing self-evaluation. No sunset dates for ethics programs.