An analysis of governance and budget documents that protect creditors and the 49ers—but not the public
The Tale of Two Policies
The Santa Clara Stadium Authority operates under two board policies: one governing its operations, the other governing its budget. Together, these documents reveal everything you need to know about the Authority’s priorities—and what’s missing tells you even more.
Spoiler alert: The Stadium Authority has created sophisticated systems to protect financial interests and the 49ers. It has created virtually nothing to protect the public interest from conflicts of interest and political capture.
Policy One: Governance
The Stadium Authority’s Governance Policy establishes five principles:
- Leading the Organization
- Exercising Oversight
- Transparency and Accountability
- Effectiveness
- Integrity
Sound comprehensive? Look closer.
The Ethics Mention: Buried and Meaningless
Ethics appears exactly once in the entire Governance Policy—a single clause buried at the end of the fifth principle (Integrity):
“upholding duties with fairness and in accordance with the City of Santa Clara Code of Ethics and Values”
That’s it. One passing reference. No explanation of what this means. No enforcement mechanism. No consequences for violations. Just fourteen words tacked onto the end of a sentence about conflicts of interest.
The Conflicts of Interest Problem
Here’s the entirety of what the policy says about conflicts of interest:
“Disclose, and ensure against, conflicts of interests and upholding duties with fairness…”
Problems with this language:
“Disclose” – To whom? Through what process? When? In what format? The policy doesn’t say.
“Ensure against” – This phrase is legally meaningless. You can’t “ensure against” conflicts of interest when the same people who sit on the Stadium Authority Board also vote on City Council matters affecting the 49ers—and received millions in campaign contributions from 49ers PACs.
No recusal requirements – Nothing requires Stadium Authority members to recuse themselves when voting on matters where they have conflicts.
No investigation process – Who investigates potential conflicts? The policy doesn’t say.
No consequences – What happens if someone violates this principle? Silence.
What’s Missing
The Governance Policy contains no:
- ❌ Definition of what constitutes a conflict of interest
- ❌ Mandatory disclosure forms or procedures
- ❌ Recusal requirements
- ❌ Independent ethics oversight
- ❌ Complaint procedures for residents
- ❌ Investigation mechanisms
- ❌ Enforcement authority
- ❌ Consequences for violations
- ❌ Ethics training requirements
- ❌ Prohibition on accepting campaign contributions from interested parties
- ❌ Whistleblower protections
- ❌ Regular ethics audits
The policy dedicates detailed language to ensuring “payment of debt obligations” and “appropriate internal financial and management controls”—protecting the financial interests.
But protecting the public interest against conflicts of interest? One vague sentence.
This tells you everything about priorities.
Policy Two: Budget
If you want to understand what the Stadium Authority actually cares about, read the Budget Policy. It’s over 2,000 words of detailed procedures, specific timelines, clear responsibilities, and sophisticated financial controls.
What Gets Protected
The Budget Policy establishes:
✅ “Structurally balanced budget” requirement (revenues equal or exceed expenses)
✅ Quarterly financial reports comparing actual to budgeted amounts
✅ Annual budget review and adoption by March 31st
✅ Five-year capital plan updated annually
✅ Budgetary control system to ensure adherence
✅ Budget amendment process for unanticipated needs
✅ Compliance with all debt covenants
✅ Multiple review sessions (Study Session + Public Hearing)
These are sophisticated financial management practices designed to protect:
- Debt holders (detailed financial controls ensure debt payment)
- The 49ers/ManCo (contractual compliance protections)
- Stadium Builder License holders (maintenance requirements)
What Doesn’t Get Protected
Ethics is never mentioned in the Budget Policy. Not once. Not in:
- Budget Objectives (8 listed)
- Budget Policy Statements (9 listed)
- Budget Development Process (7 steps detailed)
There is no requirement to:
- ❌ Analyze whether budget decisions serve the public interest
- ❌ Assess whether the 49ers are paying fair market rent
- ❌ Compare Stadium Authority performance to industry standards
- ❌ Conduct cost-benefit analysis for Santa Clara residents
- ❌ Provide independent financial analysis
- ❌ Track how much the 49ers profit from the arrangement
- ❌ Report on whether the 49ers meet their contractual obligations
- ❌ Identify conflicts of interest in budget decisions
The 49ers Control the Process
Here’s the most revealing part of the Budget Policy. Look at who drives the budget development:
“Stadium Authority staff will meet with the ManCo [49ers] and develop the annual budget development plan…”
“the ManCo will provide annual documents… which will be used in the Budget Development Process”
The documents the 49ers provide include:
- Stadium Operations and Management Plan
- Annual Shared Expense Budget (with five-year projection)
- Annual Stadium Operations Budget
- Annual Public Safety Budget
- Capital Expenditure Plan (with five-year projection)
- Non-NFL Event Marketing Plan
Translation: The 49ers essentially write their own budget. The Stadium Authority rubber-stamps it.
Stadium Authority staff then “fully analyze” the 49ers’ budget submission—but these are the same staff who report to the City Manager, who has issued zero ethics directives despite three Grand Jury reports documenting ethics failures.
“Public Input” is Performative
The policy requires that the budget be presented “at a Study Session or Public Hearing for review and seeking input from the public.”
But by this point:
- The 49ers have already submitted their numbers
- Staff has already completed their “analysis”
- The budget is essentially final
Public input happens after all the real decisions have been made. It’s theatre, not governance.
The Priorities Revealed
Let’s compare how these two policies treat different stakeholders:
Protecting Debt Holders:
- ✅ Detailed financial controls
- ✅ Quarterly reporting requirements
- ✅ Structurally balanced budget mandate
- ✅ Budgetary control systems
- ✅ Compliance monitoring
Protecting the 49ers:
- ✅ Contractual compliance requirements
- ✅ 49ers control budget development process
- ✅ Multiple review mechanisms to ensure 49ers interests protected
- ✅ Five-year capital planning to maintain facility
Protecting Santa Clara Residents:
- ❌ One sentence about ethics (no enforcement)
- ❌ No conflict of interest protections
- ❌ No independent oversight
- ❌ No cost-benefit analysis requirement
- ❌ No accountability mechanisms
- ❌ Perfunctory public input
What This Means in Practice
The Stadium Authority was created to oversee Levi’s Stadium on behalf of Santa Clara residents. But these policies create a system where:
If you’re a creditor: You’re protected by sophisticated financial controls and quarterly reporting.
If you’re the 49ers: You’re protected by contractual compliance requirements and you control the budget process.
If you’re a Santa Clara resident: You get one vague sentence about ethics with no enforcement, and the chance to comment on a budget after it’s already been written.
The Real-World Result
This is not theoretical. We’ve seen the consequences:
- Stadium Authority members received $13M in campaign contributions from 49ers PACs
- Those same members vote on matters affecting the 49ers with no recusal
- The 49ers’ value grew from $1.4B (2014) to $8.6B (2025)
- Three Civil Grand Jury reports documented systematic failures
- No Stadium Authority member has faced consequences for ethics violations
The policies enabled this. They were designed to manage a business partnership, not to protect the public interest in a public asset.
What Real Ethics Policies Look Like
Compare the Stadium Authority’s approach to what ethics policies should contain:
Clear Definitions
- What constitutes a conflict of interest
- When recusal is required
- What campaign contributions create conflicts
Disclosure Requirements
- Mandatory annual disclosure forms
- Real-time disclosure of new relationships
- Public posting of all disclosures
Independent Oversight
- Ethics officer not answerable to City Manager
- Independent counsel to advise on conflicts
- Outside ethics audits
Investigation Procedures
- Clear process for filing complaints
- Timeline for investigations
- Protection for whistleblowers
Enforcement Mechanisms
- Defined consequences for violations
- Authority to impose sanctions
- Regular compliance audits
Training Requirements
- Annual ethics training for all members
- Specialized training on conflicts of interest
- Documentation of completion
The Stadium Authority has none of this.
The “Dynamic Policy” Escape Clause
Both policies contain this language:
“This policy is meant to be dynamic and is subject to change as the needs arise or when additional information is available.”
Translation: “We can change these rules whenever they become inconvenient.”
This is the opposite of accountability. Real ethics policies are designed to bind those in power, not provide escape hatches.
How Seriously Does the Stadium Authority Take Its Own Governance Policy?
Here’s a telling detail: The Governance Policy contains an entire paragraph repeated word-for-word:
“These governance principles are reflective of the Board’s values and conduct for administering the duties as a Santa Clara Stadium Authority Board Member and exist to provide predictability and accountability to the financing agencies, community members, and stakeholders regarding the standards to which the Board will hold itself accountable.”
This exact sentence appears twice, back-to-back, in the policy document.
The policy was adopted in 2018. It’s now 2026. No one has bothered to fix this obvious error in eight years.
What does this tell you?
If the Stadium Authority can’t be bothered to proofread its governance policy—the document supposedly establishing “the standards to which the Board will hold itself accountable”—how seriously are they taking those standards?
The answer is obvious: This is a document created to satisfy a legal requirement, not to actually govern behavior. It’s window dressing. Compliance theater.
Real policies that matter get attention. The Budget Policy doesn’t have repeated paragraphs or sloppy errors—because financial controls actually matter to the people this organization serves (creditors and the 49ers).
But the governance policy establishing ethical standards? No one’s even reading it closely enough to catch copy-paste errors.
That’s how much the Stadium Authority cares about ethics.
Why This Matters Now
Three critical projects are underway that could change this:
Charter Review: Should the Charter require the Stadium Authority to have real ethics standards?
Ethics Code Revision: Should the City’s ethics code explicitly apply to Stadium Authority decisions?
Ethics Commission: Should an independent commission have jurisdiction over Stadium Authority ethics?
The answers to these questions will determine whether the Stadium Authority continues to prioritize creditors and the 49ers over the public—or whether it begins to function as a true public body protecting the public interest.
The Bottom Line
The Stadium Authority’s policies reveal an organization designed to:
- Protect financial interests (sophisticated controls)
- Protect the 49ers’ interests (contractual compliance)
- Create the appearance of ethical governance (one sentence about ethics)
- Avoid actual ethical accountability (no enforcement mechanisms)
When your governance documents dedicate 2,000+ words to budget procedures but only 14 words to ethics—and those 14 words have no enforcement mechanism—you’re telling everyone what you actually care about.
The Stadium Authority cares about paying debts and keeping the 49ers happy. Protecting the public interest? That’s optional.
And until the Charter, Ethics Code, and Ethics Commission change this dynamic, it will remain optional.
Take Action
Want the Stadium Authority to serve the public interest?
Three opportunities exist right now:
- Charter Review: Demand that the revised Charter require real ethics standards for the Stadium Authority
- Ethics Code Revision: Insist that the new ethics code explicitly cover Stadium Authority decisions
- Ethics Commission: Support giving an independent commission jurisdiction over Stadium Authority ethics
The window for reform is open. But it won’t stay open forever.
Learn more about the Three Projects →
Read the policies yourself:
- [Stadium Authority Governance Policy →]
- [Stadium Authority Budget Policy →]
Public Trust Now: Because ethical government is radical—it’s the root of everything else.