Filed 9/22/15 (unmodified opn. attached) CERTIFIED FOR PUBLICATION IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION TWO

SANTA CLARITA ORGANIZATION FOR PLANNING AND THE ENVIRONMENT (SCOPE) , Plaintiff and Appellant,

v.
KEITH ABERCROMBIE , Defendant and Respondent. B2 56976
(Los Angeles County Super. Ct. No. BS141673 )

ORDER MODIFYING OPINION

NO CHANGE IN JUDGMENT

THE COURT:  It is ordered that the opinion filed herein on September 10, 2015, be modified as follows:
1. On page 8 , the first full paragraph, line 4, after the word “appeal.” add as footnote 3, the following footnote, which will require renumbering of all subsequent footnotes:

3 This analysis of jurisdiction pe rtains to SCOPE’s conflict of interest claim against Abercrombie at issue in this appeal, not to claims that are at issue in the pending appeal in SCOPE v. Castaic Lake Water Agency et al. , No. B264284.
There is no change in the judgment. CERTIFIED FOR PUBLICATION

.

 ASHMANN

- GERST , Acting P.J., CHAVEZ, J. HOFFSTADT, J.Filed 9/10/15 (unmodified version) CERTIFIED FOR PUBLICATION IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION TWO

SANTA CLARITA ORGANIZATION FOR PLANNING AND THE ENVIRONMENT (SCOPE),

Plaintiff and Appellant,

v.
KEITH ABERCROMBIE,

Defendant and Respondent. B256976
(Los Angeles County Super. Ct. No. BS141673)

APPEAL from a judgment of the Superior Court of Los Angeles County. Luis A. Lavin, Judge. Affirmed. Advocates for the Environment, Dean Wallraff, for P laintiff and Appellant. Richards Watson & Gershon, James L. Markman, T. Peter Pierce, Patrick D. Skahan, for Defendant and Respondent.

* * * * * *2

The Castaic Lake Water Agency (Agency) acquired the Valencia Water Company (Valencia) through its power of eminent domain. Petitioner Santa Clarita Organization for Planning and the Environment (SCOPE) sued, claiming, among other things, that the acquisition was void under Government Code section 1090 1 and t he Political Reform Act (PRA) ( § 81000 e t seq. ) because one of the Agency’s ten directors

— respondent Keith Abercrombie (Abercrombie)

— was Valencia’s general manager at the time the acquisition was being negotiated. The trial court rejected SCOPE’s conflict of interest claims on the pleadings, co ncluding that the Agency’s enabling legislation ( Stats. 1986, ch. 832, § 5, p. 2843, Deering’s Ann. Wat.

— Uncod. Acts ( 200 8 ed.) Act 1 30 , § 15.2, subd. (d) (Act) ) 2 authorized a Valencia employee like Abercr ombie to serve on the Agency’s b oard of d irectors o nce his status as an employee was disclosed; this provision, the trial court reasoned, excepted Abercrombie from the conflict of interest statutes

— expressly from s ection 1090 and implicitly from the PRA. This appeal presents three questions: (1) d oes the express exception to s ection 1090 in the Agency’s enabling legislation apply to a cont ract to acquire a water company ; (2) d oes the express exception to s ection 1090 also implicitly repeal (and thereby amend) the PRA’s applicability to such an acqui sition ; and (3) d id the Legislature comply with the special requirements set forth in s ection 81012 for amending the PRA, which was originall y enacted by voter initiative? We conclude that the answer to all three questions is “yes,” and affirm the trial court’s dismissal of SCOPE’s conflict of interest claim.

1 All further statutory references are to the Government Code unless otherwise indicated.

2 Uncodified water agency enactments are collected in appendices of the annotated Water Codes, and are assigned numerical designations by the publisher. All further references to section 15.2, subdivision (d), the 1986 amendment to the Castaic Lake Water Agency Law, a re to Deering’s Annotated Water Code

— Uncodified Acts, Act 130.3 FACTS AND PROCEDURAL HISTORY Because we are reviewing the trial court’s grant of judgment on the pleadings, the facts set forth below are drawn from the operative petition and complaint, and other judici ally noticed facts. ( People ex rel. Harris v. Pac Anchor Transp., Inc. (2014) 59 Cal.4th 772, 777 ( Pac Anchor ).) The Agency is a legisla tively created public agency. (Stats. 1986, ch. 832, § 5,
p. 2843, Deering’s Ann. Wat.

— Uncod. Acts (2008 ed.) Act 130 , § § 1, 2.) Its primary function is to supply water, as a wholesaler, to the three retail water distributors

— called “purveyors”

— within the geographical boundaries of the upper Santa Clarita Valley

. Those distributors are Newhall Cou nt y Water District, th e Santa Clarita Water Division of the Agency, and Valencia. ( Id. , §§ 1, 2, 4.8, 15.) The Agency can also directly supply water as a retailer in a subset of its territory. ( Id. , §15, subd. (a)(1); Klajic v. Castaic Lake Water Agency (2004) 121 Cal.App.4t h 5, 15.) The Agency is governed by a 10

- member b oard of d irectors, seven of whom are elected and three of whom are appointed. ( Stats. 1986, ch. 832, § 5, p. 2843, Deering’s
Ann. Wat.

— Uncod. Acts (2008 ed.) Act 130 , §§ 5.1, 5.3.) Each of the three purve yors the Agency regulates is to nominate one of the appointed directors, and that nominee “may be a shareholder, director, officer, agent or employee of the nominating purveyor.” ( Id. , § 5.1, subd. (a)(2).) Valencia nominated Abercrombie to the Agency’s board in 2010, and disclosed that he was then serving as Valencia’s general manager. In December 2012, the Agency’s b oard of d irectors, by a nine

- to

- one vote, adopted a resolution authorizing the Agency to file an eminent domain lawsuit to acquire all of Valencia’s common stock from Newhall Land and Farming Company, the owner of Valencia’s stock at the time. Abercrombie did not participate in this vote, as he had resigned from the b oard appro ximately two weeks earlier. However, prior to resigning, Aberc rombie participated in the “planning, preliminary discussions, negotiation and compromises” leading u p to the acquisition. The Agency filed its eminent domain action the day after adopti ng the resolution , and within a week filed a settlement providing tha t4

the Agency would acquire Valencia’s stock for $73.8 million. The trial court in the condemnation action accepted the settlement and entered judgment. In early 201 3 , SCOPE sued to set aside the Agency’s acquisition of Valencia. SCOPE is a nonprofit gr oup “concerned with the protection of the environment and the quality of life in the Santa Clarita Valley.” In the operative First Amended Verified Petition for Writ of Mandate and Complaint, SCOPE sought injunctive and declaratory relief on five grounds: (1) inverse validation (under Code of Civil Procedure section 863); (2) a writ of mandate (under Code of Civil Procedure section 1085) on the ground that the Agency’s b oard acted illegally and beyond its authority; (3) violation of the California Environ mental Quality Act (under Public Resources Code section 21000 et
seq. ); (4) illegal expenditure of taxpayer funds (under Code of Civil Procedure section 526a); and (5) conflict of interest (under s ection 1090 and the PRA). Abercrombie and the Agency move d for judgment on the pleadings as to the conflict of interest claim. The trial court granted the motion. The court ruled that s ection 1090’s prohibition on a public official’s “financial[] interest[] in any contract made by [him] in [his] official capac ity” provided no basis to set aside the Agency’s acquisition of
Valencia because s ection 15.2, subdivision (d), of the Agency’s enabling legislation expressly provided that an appointed director’s financial interest in its purveyor did “not constitute a vi olation of Section 1090” or otherwise render the a ffected contract “void.” ( § 15.2, subd. (d).) The court further noted that the PRA’s mandate that a public official not “make” or “participate in making . . . governmental decision[s] in which he knows

. . . he has a financial interest” (§ 87100) also provided no basis to void the acquisition. The court reasoned that (1) s ection 87100 must be read “in pari materia” with s ection 1090 because both statutes “address conflicts of interest in the context of
pu blic officials carr ying out their official duties,” and (2) the Legislature’s decision in section 15.2, subdivision (d) to except the Agency’s appointed directors from conflict of interest liability under the more specific provisions of s ection 1090 would be nullified if

s ection 87100’s more general prohibit ions were applied, such that the Legislature must have intended s ection 15.2, subdivision (d), to authorize an appointed director’s5

participation in Agency contract

- making under both s ection 1090 and the PRA. The court entered judgment for Abercrombie on this claim, the sole claim in which he was named. SCOPE timely appealed. DISCUSSION Jurisdiction As a threshold matter, Abercrombie argues that we must dismiss SCOPE’s appeal because SCOPE’s conflict of int erest claim is, in actuality, an “inverse validation” claim under Code of Civil Procedure section 863 and because SCOPE did not comply with the shortened window for filing a notice of appeal that applies when appealing such claims. To evaluate this argument , we must “determine if the underlying [claim or action] was, in fact,” a claim or action subject to the so

- called “validation statutes.” ( Kaatz v. City of Seaside (2006) 143 Cal.App.4th 13, 27 ( Kaatz ); California Commerce Casino, Inc. v. Schwarz enegger (2007) 146 Cal.App.4th 1406, 1418

- 1419 ( California Commerce
Casino ).) This is a question of law we review de novo. (E.g., Cast a n e da v. Superior
Court (2015) 237 Cal.App.4th 1434, 1443.) Code of Civil Procedure sections 860 through 870.5 set fort h a procedure by which a public agency (in a so

- called “validation” claim or action) or anyone else (in a

so

- called “inverse validation” or “reverse validation” claim or action) can file an in rem action to obtain an expedited but definitive ruling regardi ng the validity (or invalidity) of the pu blic agency’s action. (Code Civ. Proc., § 860 et seq.; Planning & Conservation League v. Department of Water Resources (1998) 17 Cal.4th 264, 266 ( Planning & Conservation League ) [noting that validation proceedings are “a set of accelerated in rem procedures for determining the validity of certain bonds, assessments and other agreements entered into by public agencies”]; Kaatz , supra , 143 Cal.App.4th at p. 19). If the validation statutes apply, the validation (or i nverse validation) complaint must be filed within 60 days of the act to be challenged (Code Civ. Proc., §§ 860 [validation claims or actions], 863 [inverse validation claims or actions]); notice of the claim must be served on “all interested parties

. . . by publication” ( id. , § 861); the claim or action must6

be given preference over other civil actions ( id. , § 867); any appeal of the trial court’s ruling must be noticed within 30 days of the notice of entry of judgment ( id. , § 870, subd. (b)); and the judg ment, if not appealed or once affirmed on appeal, “is forever binding and conclusive . . . against the agency and against all other p erson s” ( id. , § 870, subd. (a)). Whether the special procedures of the validation statutes appl y in the first place is the trickier question. “The validation statutes . . . do not specify the matters to which they apply.” ( California Commerce Casino , supra , 146 Cal.App.4th at p. 1423; Planning & Conservation League , supra , 17 Cal.4th at p. 269; McLeod v. Vista Unified Schoo l
Dist. (200 8 ) 158 Cal.App.4th 1156, 1165 ( McLeod ).) The validation statutes do not apply just because a claim or action seeks to challenge

— and thereby, in the colloquial

sense, to “ invalidate ”

— an agency’s action. ( Kaatz , supra , 143 Cal.App.4th at p. 19 [“not all actions of a public agency are subject to validation”].) Instead , we must ascertain whether the Legislature has elsewhere declared the claim or action to be subject to the validation statutes. (Code Civ. Proc., § 860 [validation statute procedu res apply to “any matter which under any other law is authorized to be determined pursuant to this chapter”], italics added.) In assessing whether a claim or action falls within the boundaries of a particular legislative declaration that the validation st atutes apply, we assess whether “‘the gravamen of a complaint and the nature of the right sued upon,
rather than the form of the action or relief demanded

. . .’” falls within the language of the declaration. ( McLeod , at p. 1165, quoting Embarcadero Mun. Improvement Dist. v. County of Santa Barbara (2001) 88 Cal.App.4th 781, 789.) Abercrombie does not point to any specific statute as a legislative declaration that SCOPE’s conflict of interest claim is subject to the validation statutes. Because the
confl ict

- of

- interest claim is brought pursuant to sections 1092, subdivision (b) and 91003, neither of which are part of or subject to the validation statutes, SCOPE’s conflict of interest claim does not appear to be subject to the validat ion statutes’ shortene d notice

- of

appeal deadline.7

Even if we were to consider SCOPE’s complaint as a whole and look to the legislative declarations that SCOPE invokes as the basis for its first cause of action , inverse validation, these statutes do not reach SCOPE’s conflict of interest claim or its action. SCOPE cites s ection 19 of the Act, s ection 16.1 of the Act, and Government Code section 53511. However, section 19 only declares the validation statutes applicable to actions “to determine the validity of any bonds, warra nts, promissory notes, contracts or other evidence s of indebtedness of the kind s authorized by subdivisions (h), (i), (o), (p), (r), or (s) of Section 15.” ( Stats. 1986, ch. 832, § 5, p. 2843, Deering’s Ann. Wat.

— Uncod. Acts (2008 ed.) Act 130, § 19.) Ye t SCOPE’s action challenges the Agency’s exercise of its contracting and eminent domain powers under subdivisions (e) and (g) of

s ection 15

— subdivisions expressly not embraced by s ection 19. Section 16.1 subjects the Agency’s “exercise [of] authority” to operate as a “retail water authority” under

s ection 15.1 to “Division 12

. . . of the Water Code.” ( Id. , § 16.1.) Division 12 includes Water Code section 30066, which declares an action “to determine the validity of an assessment, or of warrants, contrac ts , obligations or evidences of indebtedness” subject to the validation statutes. (Wat

. Code, § 30066, italics added.) Along the same lines, Government Code section 53511 declares, more broadly, that the validation statutes apply to “an action to determi ne the validity of [a local agency’s] bonds, warrants,

contracts , obligations or evidences of indebtedness.” (Gov. Code, § 53511, subd. (a), italics added.) We need not decide whether, as SCOPE has alleged, the Agency’s acquisition of Valencia converted it into a “retail water agency” under the Act s ection 15.1 (and thus subject to the validation procedures under s ection 16.1) because the Act

s ection 16.1 and Government Code section 53511 use identical language and the California courts have read s ection 53511’s reference to “contracts” “narrow[ly]” to reach only those contracts that “are in the nature of, or directly relate [ d ] to, a public agency’s bonds, warrants or other evidences of indebtedness.” ( Kaatz , supra , 143 Cal.App.4th at pp. 37, 42; Ontario v. Superior Court (1970) 2 Cal.3d 335, 343

- 344 [concluding that the validation statutes’ legislative history counsels in favor of a narrow construction of “contract” in Government Code section 53511] ; accord , Klajic v. Castaic8

Lake Water Agency (2001) 90 C al.App.4th 987, 995 , fn. 8 [noting that lawsuit attacking Agency ’ s acquisition of a retail water agency, but not attacking financing of that acquisition, was not an action to determine the validity of a “contract”].) SCOPE’s action does not challenge the Agency’s use of bonds, warrants or other evidences of indebtedness. Because no statute declares SCOPE’s conflict of interest claim to be subject to the validation statutes, those statutes’ expedited requirement for noticing appeals does not apply. SCOPE’ s notice of appeal was otherwise timely, and we have jurisdiction over its appeal.
Merits SCOPE contends that the trial court erred in rejecting its argument that the Agency’s acquisition of Valencia was void under s ection s 1090 and 87100. We independent ly review a trial court’s grant of judgment on the pleadings. ( Pac Anchor , supra , 59 Cal.4th at p. 777.) We will separately consider the applicability of each conflict of interest statute.
I. Section 1090 Section 1090 provides, in pertinent part, that “[m]embers of the Legislature, state, county, district, judicial district, and city officers or employees shall not be financially interested in any contract made by them in their official capacity or by any body or board of which they are members.” (§ 10 90, subd. (a).) Designed in recognition of the “self

evident” “truism that a person cannot serve two masters simultaneously” ( People v. Honig (1996) 48 Cal.App.4th 289, 314 ( Honig ); Thomson v. Call (1985) 38 Cal.3d 633, 637 ( Thomson )), s ection 1090 prohib its, and renders “void from its inception” ( Lexin

v. Superior Court (2010) 47 Cal.4th 1050, 1073 ( Lexin )), nearly all contracts made by a public official in which he has a financial interest. (§ 1090.) This prohibition applies regardless of whether the p ublic official acted with fraudulent intent or in good faith; whether the contract is unfair or fair to the public; whether the official disclosed or hid the conflict of interest; whether the official personally participated in the making of the

contract o r abstained from the public agency’s actions with respect to the contract; and9

whether his financial interest in the contract is material or immaterial. ( Thomson , at
pp. 646, 649

- 650; Honig , at pp. 314, 323

- 324.) The only financial interests outside the reach of s ection 1090 are those that are “remote” within the meaning of s ection 1091 or “minimal” within the meaning of s ection 1091.5. ( Lexin , at pp. 1073

- 1074; Thomson , at p. 648; §§ 1091, 1091.5; accord , Quantification Settlement Agreement Cases (2011) 201 Cal.App.4th 758, 818

- 819 [listing elements of s ection 1090 violation as (1) whether the official participated in making the contract in his official capacity , (2) whether the official had a cognizable financial interest in the contract , and (3) whethe r the cognizable interest falls within the exceptions under s ection s 1091 and 1091.5].) “[W]here public officials on behalf of a public entity participate in making a contract with a second entity for which they work, the scenario poses at least the risk that the official will compromised by serving ‘two masters.’” ( Lexin , supra , 47 Cal.4th at
p. 1075.) Because “ the making of a contract ‘ [encompasses] the planning, preliminary discussion [and] compromises . . that le[a]d up to the formal making of [a] co ntract,’” ( Quantification Settlement Agreement Cases , supra , 201 Cal.App.4th at p. 819, quoting Honig , supra , 48 Cal.App.4th at p. 315), the allegations that Abercrombie was involved in negotiating the Agency’s condemnation of Valencia

— Abercrombie’s employ er at the time

— place the acquisition squarely within the ambit of s ection 1090. The Agency’s acquisition of Valencia would consequently be void if not for

s ection 15.2, subdivision (d), of the Agency’s enabling legislation. (§ 15.2, subd. (d).) That pro vision provides that “[t]he financial or other interest of any appointed director in any contract between a purveyor or successor in interest to a purveyor and the agency, or the fact that an appointed director may have an ownership interest in or hold the position of a shareholder, director, officer, agent , or employee of that purveyor or successor in interest to a purveyor, shall not constitute a violation of S ection 1090 of the Government Code, nor shall that interest or fact render the contract void or make it avoidable under S ection 1092 of the Government Code, at the instance of any party; provided that either or both the fact of the interest and the fact of the relationship as shareholder, possessor of other ownership interest, director, officer, agen t, or employee, shall be disclosed to the10

board of directors of the agen cy and noted in its official records, and thereafter the board shall authorize, approve, or ratify the contract by a vote of its membership sufficient for the purpose without counting the vote of that appointed director.” ( Ibid .) S ection 15.2, subdivision (d) applies by its terms to Abercrombie’s involvement in the Agency’s acquisition of Valencia. The acquisition involves a contract between the Agency and a “purveyor”

— whether the p urveyor is deemed to be Valencia (as the entity condemned) or to be Newhall Land and Farming Company (as the owner of Valencia’s stock) because s ection 15.2, subdivision (d), also defines “purveyor” for its purposes as “a majority owner” of a purveyor such as Valencia. (§ 15.2, subd. (d).) Abercrombie disclosed his position as Valencia’s general manager when he joined the Agency’s b oard of d irectors in 2010. And the b oard voted nine

- to

- one to ratify the negotiations preceding the eminent domain litigatio n, and to authorize that litigation and its settlement; Ab ercrombie was no longer on the b oard at the time of those votes. Conceding that s ection 15.2, subdivision (d), would appear “at first glance” to apply, SCOPE nevertheless argues that the legislati ve history behind that provision

—

e nacted as Assembly Bill No. 3762 during the 1987

- 1988 Regular Session (AB 3762)

— reveals the Legislature’s intent to limit s ection 15.2, subdivision (d)’s exception to contracts involving “water resource plans”

— not contract s through which the Agency acquires a purveyor. For support, SCOPE cites language in a letter from the Agency to Assembly Member Dominic L. Co rtes e and in a Background Information Request summary on AB 3762; both refer to AB 3762 as allowing an otherwise conflicted director to “enter into a contract in the development of a water resource plan.” 3 This presents a question of statutory interpretation, one we approach independently. ( Bruns v. E

Commerce Exchange, Inc. (2011) 51 Cal.4th 717, 724.) We decline SCOPE’s invitation to interpret s ection 15.2, subdivision (d) of the Act to exempt from Government Code s ection 1090 only those contracts involving “water

3 Like the trial court, we have taken judicial notice of the legislative history of AB 3762.11

resource plans”; we do so for three reasons. First and foremost, the plain text of s ection 15.2, su bdivision (d), reaches “ any contract between a purveyor . . . and the agency.” (§ 15.2, subd. (d) , italics added .) In interpreting statutory language, we “begin with the plain, commonsense meaning of the language used by the Legislature”; if it is unamb iguous, “th e plain meaning controls.” ( Riverside County Sheriff’s Dept. v. Stiglitz (2014) 60 Cal.4th 624, 630.) We follow our Supreme Co urt’s lead in concluding that

“‘“‘ any’ means ‘any.’ ” ’ [Citation].” ( People v. Shabtay (2006) 138 Cal.App.4th 1184,
11 95 (conc. opn. of Turner, P. J.) [collecting Supreme Court authority on this point].) The Legislature’s use of “any” in s ection 15.2, subdivision (d) forecloses SCOPE’s argument that “any” means something less. Second, even if we were to look beyond the statute’s plain text, SCOPE’s proffered interpretation is at odds with the structure of the Agency’s decision

- making and with other provisions of the Agency’s enabling legislation. As noted above, the Agency’s b oard of d irectors is to be partly composed of directors nominated by the very purveyors the Agency regulates and supplies with water. This structure is grounded in the Legislature’s view that the participation of these purveyor

- nominated and often
purveyor

- employed directors is “intended to repres ent and further the interest of the water industry within the boundaries of the agency, and that th is representation . . . will ultimately serve the public interest. ” ( Stats. 1986, ch. 832, § 5, p. 2843, Deering’s Ann.
Wat.

— Uncod. Acts (2008 ed.) Act 130, § 5.3.) Limiting s ection 15.2, subdivision (d)’s exception to water resource plan contracts would ostensibly preclude the involvement of appointed directors for all other types of contracts, a result that would substantially undermine the Legislature’s i ntended design. In fact, a different portion of the Agency’s enabling legislation specifies that an appointed director nominated by a purveyor that is later acquired by the Agency must step down from the b oard soon after the acquisition ( Id. , § 5.1, subd. (b)(1)); this seems to contemplate that such a director would remain part of the b oard until that time. SCOPE’s view that appointed directors are only to be involved in water resource plan contracts would also render this provision superfluous, and we ar e reluctant to construe one statutory provision in a way that renders another12

superfluous. ( People v. Villatoro (2012) 54 Cal.4th 1152, 1173 [“We generally avoid interpretations that render an y part of a statute superfluous ”].) Lastly, AB 3762’s legislat ive history

— when viewed in its totality

— does not in any event support SCOPE’s position that the Legislature meant s ection 15.2, subdivision (d), to be limited to water resource plan contracts. Although the two snippets SCOPE points to refer to these types of contracts, neither snippet evinces any intent to limit

s ection 15.2, subdivision (d) to such contracts. To the contrary, other portions of AB 3762’s legislative history summarize the bill to reach “ any contract between a purveyor” and “contracts of a type which would normally be executed between a wholesale agency and its retail purveyor

. ” Nothing in this history indicates an intent to exclude the type of contractual acquisition at issue in this case. For these reasons, the trial court correctly conc luded that s ection 15.2, subdivision (d)’s exception applies to the Agency’s acquisition of Valencia, and neither the Agency nor Abercrombie violated s ection 1090.
II. The Political Reform Act In 1974, the voters passed Proposition 9 and thereby created t h e Political Reform Act (PRA), § 81000 et seq. ( Consumers Union of United States, Inc. v. California Milk Producers Advisory Bd. (1978) 82 Cal.App.3d 433, 436 ( Consumers Union ).) Among its many provisions, s ection 87100 provides that “[n]o public officia l at any level of state or local government shall make, participate in making or in any way attempt to use his official position to influence a governmental decision in which he knows or has reason to know he has a financial interest.” (§ 87100.) “A publ ic official has a financial interest in a decision . . . if it is reasonably foreseeable that the decision will have a material financial effect, distinguishable from its effect on the public generally, on the official, a member of his or her immediate fam ily” or one of five other statutorily enumerated interests. (§ 87103.) Taken together, a public official has a conflict of interest under

s ection 87100 if (1) the official has a financial interest of the type delineated in s ection 87103 , (2) “the effect of the governmental decision on the official’s financial interest [is] reasonably foreseeable , ” (3) “the foreseeable effect of the governmental decision on the13

[financial] interest [is] material , ” and (4) that effect is “distinguishable from its effect on the public generally.” ( Consumers Union , at pp. 443

- 444.) If a qualifying conflict exists, the public official is to disclose the conflict and recuse himself or herself (§ 87105); if that does not happen, a court “may”

— but is not required to

— “set the off icial action aside as void” (§ 91003, subd. (b); All Towing Service s LLC v. City of Orange (2013) 220 Cal.App.4th 946, 957

- 958.) Abercrombie’s alleged role in negotiating the acquisition of Valencia while serving on the Agency’s b oard of d irectors and ser ving as Valencia’s general manager unquestionably meets three of the four prerequisites for qualifying as a conflict of interest under s ection 87100: (1) h e was serving as a “director, officer, partner, trustee, employee, or . . . position of management” at Valencia (§ 87103, subd. (d)) and was drawing a salary as Valencia’s general manager (§ 87103, subd. (c)), each of which constitutes a “financial interest” under s ection 87103; (2) Abercrombie’s involvement in the negotiations qualifies as “participat [ i on ] in making a governmental decision” (2 C al. Code R egs . § 18704.2, subd. (a); § 81014 [granting authority to promulgate regulations]), and the acquisition’s effect on Abercrombie’s financial interest in Valencia was reasonably foreseeable; and (3) the fo reseeable effect of the acquisition on Abercrombie’s interest in Valencia

— both as its general manager and as a salaried employee

— is material because Valencia was named as the respondent in the eminent domain proceeding and was a contracting party in its se ttlement ( 2 Cal. Code Regs., § 18702.3, subd. (a)(1)). Although it is a closer question, the final prerequisite is also met because the effect of Valencia’s acquisition on Abercrombie is “distinguishable from its effect on the public generally” within the meaning of s ection 87103. Because “[s]ection 87103 did not intend to abrogate . . . boards and commissions whose members are drawn from the same industry, trade or profession they affect ( Consumers Union , supra , 82 Cal.App.3d at
p. 448; accord , Griffith v. Pa j a r o Valley Water Management Agency (2013) 220 Cal.App.4th 586, 602

- 604 [applying this exception to water board member living within the agency’s district]), the regulations implementing s ection 87103 specifically provide14

that where the relevant gover nmental decision affects a “significant segment”

— that is, at least 25 percent

— of all business entities within the public agency’s jurisdiction , and where “ the law that establishes the board . . . requires certain appointees have a representative interest i n particular industry, trade, or profession or other identified interest, ” then the effect of the decision on the appointed official will be deemed indistinguishable from its effect on the public if “ the effect is on the industry, trade or profession or ot her identified interest represented and there is no unique effect on the official’s interest.” (2 Cal. Code Regs. § 18703, subds. (a), (b), (e)(5).) 4 In this case, the acquisition affects more than 25 percent of the purveyors regulated by the Agency beca use Valencia is one of three purveyors (that is, 33.3 percent), and the Agency’s enabling legislation requires that each of the appointed directors represent one of the purveyors; indeed, the Legislature has declared that the Agency’s appointed directors a re “intended to represent and further the interest of the water industry within the boundaries of the agency, and that this representation . . . will ultimately serve the public interest.” ( Stats. 1986, ch. 832, § 5, p. 2843, Deering’s Ann. Wat.

— Uncod. Ac ts (2008 ed.) Act 130, § 5.3.) However, the acquisition will have a “unique effect” on Abercrombie, as a Valencia employee, as compared with its effect on the other purveyors he does not represent, and a unique effect on him, as Valencia’s general manager , as compared with Valencia’s other employees.

4 This regulation was promulgated during the pendency of this appeal, and subsequent to the Agency ’s action challenged on appeal. Although regulations that “substantially change[] the legal effect of past events” cannot be applied retroactively ( Union of American Physicians & Dentists v. Kizer (1990) 223 Cal.App.3d 490, 504

- 505), s ection 18703 yields the same conclusion

— and thus has the same legal effect

— as the regulat io ns it replaced. The prior regulations are the same as s ection 18703, except that they required (1) a Legislative declaration that the agency board members appointed from the industry a lso represent the public interest (which, as discusse d above, is true in this case), and (2) the effect of the challenge d action on the public official to be substantially the same as its effect on 50 percent of the people that the offic ial represents (whi ch, as discussed above, is not true in this case). (See 2 C al Code Regs . §§ 18707.4 [repealed], 18707 [repealed], 18707.1, subd. (b)(1)(C) [repealed]

. )15

Abercrombie nevertheless argues that the Agency’s acquisition of Valencia is except ed from s ection 87100 because his participation was “legally required.” The PRA exempts conflicts of interest where the pub lic official’s “participation is legally required for the action or decision to be made.” (§ 87101; 2 C al. Code Regs . § 18705, subd. (a).) This exception “ensures that essential governmental functions are performed even where
a conflict of interest exist s.” ( Eldridge v. Sierra View Local Hosp. Dist. (1990) 224 Cal.App.3d 311, 321 ( Eldridge ).) To apply, however, there must exist “no alternative source of decision” (2 C al. Code R egs . § 18705, subd. (a)) and the agency or public official must “disclose the legal basis for concluding there is no alternative source of decision” ( id

. , subds. (b)(1) and (b)(3); Kunec v. Brea Redevelopment Agency (1997) 55 Cal.App.4th 511, 523 [so requiring]). An alternative source of decision exists when an
agency can convene a quorum without the affected public official. (2 C al .C ode

. Regs

. § 18705, subd. (c)(2) [exception does not apply “if a quorum can be convened of other members of the agency who are not disqualified”]; Eldridge , at p. 322 [noting the same]; cf. Brown v. Fa ir Political Practices Comm. (2000) 84 Cal.App.4th 137, 145 [decision regarding a city’s redevelopment plan cannot be made without participation of city’s mayor, who is an “integral part” of proposing and approving city ordinances].) In this case, the Age ncy convened a quorum

— and approved the acquisition of Valencia

— without Abercrombie’s participation. Although SCOPE alleges that the acquisition “might not have taken place if Abercrombie had not participat ed in the negotiations,” this allegation does not establish that his participation was legally required, particularly in light of the conflict

- free b oard’s subsequent ratification of the negotiations. Also, neither the Agency nor Abercrombie spelled out why Abercrombie’s participation was legally require d. Consequently, this exception is unavailable. Because Abercrombie’s alleged participation in the negotiations leading up to the Agency’s acquisition of Valencia falls under the auspices of s ection 87100, we must decide the follow ing questions: (1) d oe s s ection 15.2, subdivision (d)’s carve

- out from

s ection 1090 extend to s ection 87100 when the “financial interest” at stake in the “government decision” is an interest in a contract also covered by s ection 1090, and, if16

so ; (2) d id the Legislature, in lim iting s ection 87100’s reach, comply with the special procedural requirements for amending a voter

- enacted initiative? Both are question s of law we review de novo. ( American Nurses Assoc. v. Torlakson (2013) 57 Cal.4th 570, 575.) A. Does s ection 15.2, su bdivision (d)’s exception from s ection 1090’s prohibitions of conflicts involving certain contractual transactions also exempt those transactions from s ection 87100?
In assessing whether s ection 15.2, subdivision (d)’s express exception for
contractual t ransactions barred by s ection 1090 implicitly excepts such transactions from

s ection 87100 as well, w e must ask two questions: (1) i s that what the Legislature intended?; and, if so, (2) i s a court empowered to recognize an implicit exception to

se ction 8 7100 to accommodate this legislative intent? The first question is one of statutory construction, and our goal is “‘to discern the probable intent of the Legislature so as to effectuate the purpose of the laws in question.’ [Citation.]” ( State Departmen t of Public Health v. Superior Court (2015) 60 Cal.4th 940, 961 ( State Department ) .) Where, as here, the statutory language is genuinely ambiguous because it does not speak to the issue to be determined, we turn to the canons of statutory construction for guidance. ( McCarther v. Pacific Telesis Group (2010) 48 Cal.4th 104, 110; cf. State Department , at p. 956 [courts may only choose among plausible interpretations of a statute; they may not rewrite statutes].) The parties direct us to dueling canons. SC OPE points us to the canon of expressio unius est exclusio alterius

— Latin for “if a statute specifies one exception to a general rule[,] other exceptions are excluded.” ( Eldridge , supra , 224 Cal.App.3d at p. 324.) SCOPE notes that the Legislature excepte d appointed directors from the conflict of interest prohibitions in s ection 1090 (§ 15.2, subd. (d)), and from the incompatible officers prohibitions in s ection 1125 et seq. ( Id. , § 5.4), but elected not to except those directors from s ection 87100. And t his was no oversight, SCOPE argues, because the Legislature was aware enough of the PRA to declare that appointed directors were serving the public interest under the PRA ( Id

. ,17

§ 5.3). SCOPE further notes that reading s ection 15.2, subdivision (d) to crea te an exception to s ection 87100 would implicitly repeal part of s ection 87100, thereby violating the “well settled” canon “against repeal of a pre existing law by implication” ( Consumers Union , supra , 82 Cal.App.3d at p. 445; Tuolumne Jobs & Small Business Alliance v. Superior Court (2014) 59 Cal.4th 1029, 1039). Abercrombie responds that s ection 87100 and s ection 15.2, subdivision (d)’s exception from s ection 1090’s conflict of interest restrictions are irreconcila ble because the application of s ection 87 100’s more general prohibitions against all “governmental decisions” would render s ection 15.2, subdivision (d)’s exception for s ection 1090 (and

s ection 1090’s more specific prohibition of financial interest s in contracts) ineffective. This result, Aberc rombie contends, is at odds with several canons of statutory construction

—

namely, that courts should “harmoniz[e] potential ly inconsistent statutes” ( State Department , supra , 60 Cal.4th at p. 955); that courts should avoid an interpretation amounting to a proclamation that the Legislature “engaged in an idle act” by enacting a wholly ineffectual statutory provision ( People v. Correa (2012) 54 Cal.4th 331, 348

- 349); and that, where a conflict between statutes exists, the more specific statute

—here, the Agenc y’s enabling legislation

— should trump the more general ( Honig , supra , 48 Cal.App.4th at pp. 328

- 329). Although we agree with SCOPE that the Legislature’s silence in s ection 15.2, subdivision (d) counsels against implying an exception to s ection 87100, we nevertheless conclude that Abercrombie’s interpretation is more consonant with the relevant canons and with the Legislature’s overall intent. If s ection 15.2, subdivision (d), is not read as carving out an exception to s ection 87100 for governmental decis ions involved in making the contracts covered by s ection 1090, then s ection 15.2, subdivision (d) has no effect and the Legislature engaged in an idle act in enacting it. SCOPE resists this conclusion; it argues that s ection 15.2, subdivision (d) still ha s a purpose, even if s ection 87100 applies, because s ection 87100 only reaches (1) contracts having a “material” effect on a public official’s financial interest, and some contracts

— such as water resource plan contracts

— will not be “material , ” and (2) “gov ernmental decisions in which [the official] knows or18

has reason to know he has a financial interest” (§ 87100). Such contracts, SCOPE reasons, would be outside the scope of s ection 87100 but within the scope of s ection 1090, leaving s ection 15.2, subdivis ion (d) some purpose in exempting them from s ection 1090. But the premise of SCOPE’s argument s is in valid . To begin, water resource plan contracts will always be “material” under the PRA. That is because a contract is “material” under the PRA if it is “ directed solely at the business entity in which the [public] official has an interest” (2 C al .C ode R egs

. § 18702.1, subd. (a)(7)), or if the official’s source of income is a “contracting party” ( id. , § 18702.3, subd. (a)(1)). T his will always be the case whenever a water resource plan contract is formed between the Agency and the purveyor in which the app ointed director has an interest or is employed. Further, the PRA’s scienter requirement will be met for every governmental decision covered by s ection 1 5.2, subdivision (d) because the PRA “presume[s] ” that an official’s financial interest is reasonably foreseeable whenever that interest “is a named party in, or the subject of, a governmental decision” ( id. , § 18701, subd. (a)), and s ection 15.2, subdivis ion (d) only

— and thus, always

— applies to “contract[s] between a purveyor . . . and the [A]gency” (§ 15.2, subd. (d)). Because giving effect to one statute ( s ection 87100) would nullify the other ( s ection 15.2, subdivision (d)), the two are irreconcilable. In this situation, we are to “where reasonably possible, harmonize statutes, reconcile seeming inconsistencies in them, and construe them to give force and effect to all of their provisions,” even if it requires us to impliedly repeal a portion of one of the statutes. ( State Department , supra , 60 Cal.4th at pp. 955

- 956; Consumers Union , supra , 82 Cal.App.3d at p. 445.) In reconciling, we are to give effect to the more specific statute ( State Department , at
pp. 960

- 961), which in this case is s ection 15. 2, subdivision (d). Even if we were to accept SCOPE’s argument that we should assess specificity as between s ection 1090 and

s ection 87100, it is well settled that s ection 1090’s focus on conflicts involving contracts is more specific than s ection 87100’s broader proscription of conflicts involving any governmental decision. ( Honig , supra , 48 Cal.App.4th at p. 329 [“Sections 1090 and19

1097 are more specific than the conflict

- of

- interest provis ions of the PRA ”]; Lexin , supra , 47 Cal.4th at p. 1074 & fn. 12] .) More to the point, and as noted above, the conflict of interest provisions of the PRA are designed to ensure disclosure of the conflict (and, in some instances, recusal)

— not to prohibit the participation of a regulated industry’s constituents in the public agency charged with that regulation. ( Consumers Union , supra , 82 Cal.App.3d at p. 448; § 87105; see also § 81002, subd. (c) [a purpose of the PRA is to assure that “assets and income of public officials which may be materially affected by their off icial actions should be disclosed and in appropriate circumstances the officials should be disqualified from acting in order that confl icts of interest may be avoided ”].) Because s ection 15.2, subdivision (d) applies only if the appointed director disclos es his interest in the purveyor, an interpretation extending s ection 15.2, subdivision (d)’s exception from

s ection 1090’s provisions to contracts that would otherwise be barred by s ection 87100 is the one that best harmonizes the Legislature’s intent to e nsure the disclosure of conflicts and permit regulated industry participation. It is accordingly the interpretation we will adopt. In light of this conclusion, we are empowered to construe s ection 15. 2 , subdivision (d) as creating an implied exception to s ection 87100. Courts may imply an exception when necessary to harmoni ze two irreconcilable statutes ( State Department , supra , 60 Cal.4th at p. 956) or when necessary to ensure the Legislature does not enact a nullity ( People v. Pieters (1991) 52 Cal.3d 894, 902). This case involves both scenarios. SCOPE contends that the trial court impermissibly invoked the “in pari materia” canon of statutory construction

— which requires statutes dealing with the same subject matter to be construed similarly ( Lexin , s upra , 47 Cal.4th at pp. 1090

- 1091)

— to imply an exception

to s ection 87100 just because s ection 15.2, subdivision (d) expressly carved out an exception to s ection 1090. We need not consider whether the “in pari materia” doctrine authorizes a court to imply exceptions because the trial court ultimately rested its ruling on its concern that refusing to imply an exception to s ection 87100 leaves s ection 15.2, subdivision (d) no effect. Moreover, as we note above, there is ample authority to imply20

an exception in this case; the trial court’s potential invocation of a different basis

— even if impermissible

— does not invalidate its correct result. (See People v. Bryant, Smith & Wheeler (2014) 60 Cal.4th 335, 364

- 365 [“‘On appeal we consider the correctness of the trial court’s ruling itself

, not the correctness of the trial court’s reasons for reaching its decision ’ ”] .)
B. Did the Legislature Comply with the Special Requirements For Amending the PRA
Because the PRA was enacted into law through the voter initiati ve process, it may only be amended by a further voter initiative or by the terms set forth in the original, initiative

- enacted law. (Cal. Const., art. 2, § 10, subd. (c) [“The Legislature . . . may amend or repeal an initiative statute by another statute that becomes effect ive only when approved by the electors unless the initiative statute permits amendment o r repeal without their approval ”]; Franchise Tax Bd. v. Cory (1978) 80 Cal.App.3d 772, 776.) The PRA provides that it may be amended or repealed if (1) the new law was passed by a two

thirds majority of the Legislature , (2) the new law furthers the PRA’s purposes , and (3) the Legislature delivers a copy of the final bill, at least 12 days prior to its passage, to the Fair Political Practices Commissio n and anyone else who requests a copy. (§ 81012; Howard Jarvis Taxpayers Assn. v. B owe n (2011) 192 Cal.App.4th 110, 116.) SCOPE concedes that s ection 15.2, subdivision (d) was enacted by a two

- thirds majority of the Legislature, but argues that this prov ision does not satisfy the remaining two prerequisites. SCOPE raises this argument for the first time on appeal. Although we generally decline to consider issues the trial court did not, we may nevertheless decide issues that involve solely a question of law and that are either pertinent to a proper disposition of the case or involve a matter of public importance. ( People v. Superior Court (Ghilotti) (2002) 27 Cal.4th 888, 901 , fn. 5.) These criteria are met here. S ection 15.2, subdivision (d) certainl y amends or repeals s ection 87100 within the meaning of the provisions governing initiatives because it “add[s] or take[s] from”

s ection 87100. ( People v. Cooper (2002) 27 Cal.4th 38, 44; People v. Kelly (20 10 ) 47 Cal.4th 1008, 1026

- 1027.) More specifica lly, s ection 15.2, subdivision (d) “takes away”21

from s ection 87100’s reach by immunizing the conflict of interest that would otherwise be proscribed by s ection 87100 when an appo inted director of the Agency’s b oard of d irectors has a financial interest in a contract that is covered by s ection 1090 (because, as we conclude above, s ection 15.2, subdivision (d) excepts such conflicts from both s ection 1090 and s ection 87100). However, the Legislature satisfied the procedural requirements for this partial
repe al and/or amendment of s ection 87100. As we discuss above, excepting conflicts of interest that would be prohibited under s ection 1090 from s ection 87100 as well furthers the PRA’s purposes of ensuring the disclosure of conflicts of interest (and, on occa sion, recusal from such conflicts) while at the same time permitting the continued participation of industry representatives in their own regulation by public agencies. ( Consumers
Union , supra , 82 Cal.App.3d at p. 448; §§ 87105, 81002, subd. (c).) We mus t also presume, in the absence of evidence to the contrary, that the Legislature complied with the relevant advance consultation and notice requirements. (Evid. Code, § 664 [“It is presumed that official du ty has been regularly performed ”]; Samson Market Co. v. Alcoholic Beverage Control Appeals Bd. (1969) 71 Cal.2d 1215, 1223 [presuming that agency posted schedules prior to enacting law]; San Joaquin River Exchange Contractors Water Auth. v. State Water Resources Control Bd. (2010) 183 Cal.App.4th 1110, 1 135 [presuming that agency engaged in interagency consultation prior to acting].) SCOPE argues that AB 3762’s b ill h istory does not reflect preenactment transmission of the bill to the Fair Political Practices Commission, but this history is a log of how the bill moved through the Legislature, not a list of the people and entities with which the Legislature communicated regarding the bill. It consequently does not rebut the presumption that the Legislature properly discharged its official duty to notify t he Commission as required by law. In sum, s ection 15.2, subdivision (d), was a properly enacted amendment to

s ection 87100. The trial court was accordingly correct in concluding that s ection 15.2, subdivision (d) carves out an exception to s ection 87100 that reaches as far as its22

exception from s ection 1090 liability, and that this exception exempts Abercrombie from liability under s ection 87100. DISPOSITION The judgment is affirmed. Abercrombie is entitled to costs on appeal. CERTIFIED FOR PUBLICATION

.

_ _____________________ __ , J. HOFFSTADT
We concur:

______________________ __ , Acting P. J. ASHMANN

- GERST

______________________ __, J. CHAVEZ