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

In this post, we want to show you 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?
• 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??

Applied to the proposed replacement Ethics Code, these questions lead to clear concerns.

What the City Has Done: The Facts

On July 11, 2023, the City Council approved a motion to “hire an independent consultant, using the City’s regular public RFP process, to review the Behavioral Standards document and report back.“

What followed differs significantly from that direction.

• Eight months later, the City did not use its regular public hiring process. Instead, for no disclosed reason, it used an informal RFQ sent to seven law firms, with no ethics consultants included.
• The consultant the City hired is an employment defense lawyer whose firm has defended the City against its own employees for decades. The lawyer is well-known to City staff, not independent.
• The scope changed—from a review of existing documents to a replacement of the 2001 Code of Ethics & Values—without any public announcement.
• The City is now proposing to replace a values-based ethics system with a minimal “follow the law” rules-based compliance code–the type of code the City rejected 25 years ago because it was not practical
• The proposed code applies only to the City Council, leaving open whether any code will apply to other elected officials, staff, boards, commissions, or the Stadium Authority.
• The consultant worked behind closed doors for approximately one year (March 2024–March 2025); the consultant then went back behind closed doors and appeared again on January 16, 2026, with confusing ethics code and behavioral standards documents, which were not discussed at the meeting. Instead the first part of the Ethics Commission study was presented. .
• The code draft was presented to the Governance and Ethics Committee, with:
  • no public review of draft documents
  • no meaningful opportunity for public input
  • no engagement with affected stakeholders.

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The result is a fundamental shift—from a values-based system to a narrow, rules-based compliance model. The staff-designed process calls for public input after the drafts have been revised by the Governance and Ethics Committee (Mr. Jain, Chahal, and Park) and Senior Staff.

These facts raise serious concerns about whether the City has met its fiduciary duties to the people of Santa Clara. When public officials take their oath of office or when City staff accept their appointments, they become fiduciaries–the highest duty the law recognizes–who swear that they will act only in the best interests of the public, who trust that they will do so.

Duty of Care

• Eight-month delay in hiring
• Failure to use the public RFP process
• Failure to hire an independent ethics consultant

Duty of Loyalty

• Replacement of a values-based system with a minimal code
• Limiting the code to the Council

How is this in the best interests of the public?

Transparency and Accountability

• One year of closed-door work
• No clear explanation of the proposal
• Key documents not produced despite requests

Duty to Build Public Trust

• Limited transparency
• No public participation
• No clear rationale

Residents have no reason to trust this process.

Who Is Involved — And Who is Affected

Ethical analysis then considers the stakeholders: Who is making this decision, who is affected by it, and whose interests are being served?

Those Most Affected

• Residents of Santa Clara, whose lives are affected every day by the City’s ethics system—or the lack of one
• City Council, City staff, boards, and commissions, whose conduct may no longer be covered
• Stadium Authority officials, where major ethical issues arise
• Future leaders, who will inherit the system

Those Making the Decision

• City Council
• Governance and Ethics Committee
• City Manager and senior staff
• City Attorney
• Consultant

The same Council majority that initiated the process will vote on the result.

Whose Interests Are Being Served

Public officials owe their duty to the people of Santa Clara.

Yet:

• Those most affected were not involved
• Those governed by the new rules controlled the process

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With that context, we can now evaluate the decision using the core principles of public ethics.

What We See Through Ethics Lenses

Ethics started when our ancestors began to live with one another in groups, villages, towns, and cities. Ethics is about relationships and how people ought to be treated in order to have the strongest relationships we can have with anyone who comes into contact with us in person or online.

To be as sure as we can be that we are doing the right thing, we use 5 ethics lenses and consider our options using that lens. Ultimately, we want the final decision to meet the requirements of all five. If that’s not possible, then 4 of them, and so on.

1. Character (Virtue Ethics)

This lens asks: Did we as an organization (and all its officials and staff) practice any of our core values today? Were we/I truthful, respectful, fair, and trustworthy? Did we live up to our image of what an ethical, competent, impartial city organization. If we practice a core value, it should help us and everyone around us to flourish.

• After an eight month delay, a rushed and informal process was used to hire the consultant
• A “review” became a “replacement” without public notice and without justification
• Worked in secret for a year and a half
• Decision-makers are writing rules that apply to themselves
• Key stakeholders were excluded

When a government does not follow its own values, it signals what those values mean in practice.

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2. Consequences

This lens asks: What are the results of this decision? Short term and Long Term? What good does it do? What harm? Whose interests does it serve?

Harms:

• Public trust is further weakened
• A strong ethics system is dismantled
• Future leaders inherit a weaker structure

Benefits:

• The City has not clearly identified them

If we are going to harm some individuals or groups, have we done everything we can to reduce the harm.

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3. Rights and Duties

This lens asks: Are people’s rights respected?

Residents have the right:

• to know
• to be heard
• to participate
• to an ethics code and ethics infrastructure that is better than what currently exists.

Each of these rights was not protected or advanced.

If the public has legitimate legal or ethical rights, public officials have the duty to protect them:

• to act transparently
• to lead ethically
• to protect public trust

Those duties were not met.

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4. Fairness

This lens asks: Are people treated equally (Are equals treated equally?)

• The code applies only to the Council
• Staff, boards, commissions, and the Stadium Authority are excluded

Those with equal or greater power are not held to the same standard.

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5. The Common Good

This lens asks: Does this strengthen the community as a whole?

A healthy city depends on:

• trust
• transparency
• participation
• strong ethical systems

This process weakens each of these.

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What the Two Questions Reveal

Across all five lenses, the conclusion is the same.

The replacement Ethics Code does not answer:

• Why is this the right thing to do for the people?
• How will this build public trust?

Because those questions were never asked in public.

Our ethics analysis shows that every ethical framework, in addition to the fiduciary duties the Council owes to the public, recommends a different direction from the current one. Ignoring the ethics of the replacement ethics code will do further damage to public trust.

The prudent course of action is for the Council to begin again with this project.

• Use the City’s regular public RFQ process
• Consult widely to find the strongest independent consultant, and make a special effort to invite invite lawyers and ethics consultants to apply
• Hire someone with experience with values-based ethics codes, who also values the law but recognizes the law is the floor, not ceiling
• Update or reaffirm the City’s core values
• The Code should be designed for everyone who is part of Santa Clara government: public officials, including the Stadium Authority Board, candidates for public office, city and Authority staff, commissioners, board members, ad hoc or permanent committee members, volunteers, vendors, contractors, lobbyists, partners, tenants, and others in positions to impact public trust in Santa Clara.
• The public should have the opportunity to provide meaningful input that strengthens the Code. So also should everyone expected to live this code
• The new Code should build upon the 2001 Code and Behavioral Standards and should include all the ethical issues that have emerged since 2001: independent expenditures, conflict of interest and apparent conflicts; role conflict between Council and Stadium, the Stadium Authority, etc.
• The Code should provide positive, practical, clear standards which prescribe how city decision-makers ought to treat one another, city stakeholders, and the natural environment.
• The Code should also include training, advice, oversight, enforcement, and accountability mechanisms.