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Filed 2/5/21 City of Sunnyvale v. Bosler CA3

NOT TO BE PUBLISHED

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for 

publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication 

or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

THIRD APPELLATE DISTRICT

(Sacramento)

----

CITY OF SUNNYVALE et al.,

Plaintiffs and Appellants,

v.

KEELY MARTIN BOSLER, as Director, etc., et al.,

Defendants and Respondents.

C081589

(Super. Ct. No. 34-2015-

80002067-CU-WM-GDS)

Plaintiff City of Sunnyvale, like cities throughout the state, dissolved its 

redevelopment agency as required by law, became the successor or caretaker agency to 

wind down its affairs, and attempted to obtain approval from an oversight board to 

reenter a 1998 reimbursement agreement between the former redevelopment agency and 

the City of Sunnyvale (Sunnyvale) so as to enable Sunnyvale to continue to receive 

property tax revenue to pay its preexisting obligation.
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The dispositive issue on appeal is whether former Health and Safety Code section 

341781required Sunnyvale to obtain its oversight board’s approval to renegotiate the 

1998 agreement or to obtain its approval of the actual renegotiated agreement. We agree 

with the trial court that the plain meaning of the statute required approval of the actual 

agreement, not merely authorization to enter into negotiation. We, therefore, affirm the 

trial court’s denial of Sunnyvale’s petition for a writ of mandate to compel respondent 

Department of Finance, through its director, Keely Martin Bosler, (the Department) to 

acknowledge the validity of the renegotiated agreement.

BACKGROUND

Legal Background

In 1945 the Legislature authorized the formation of community redevelopment 

agencies and the use of tax increment financing to fund them. “Under this method, those 

public entities entitled to receive property tax revenue in a redevelopment project area 

(the cities, counties, special districts, and school districts containing territory in the area) 

are allocated a portion based on the assessed value of the property prior to the effective 

date of the redevelopment plan. Any tax revenue in excess of that amount—the tax 

increment created by the increased value of project area property—goes to the 

redevelopment agency for repayment of debt incurred to finance the project.” (California 

Redevelopment Assn. v. Matosantos (2011) 53 Cal.4th 231, 246-247 (Matosantos).)

Local governments embraced tax increment financing and established nearly 400 

redevelopment agencies by 2011. (Matosantos, supra, 53 Cal.4th at p. 246). The 

redevelopment agencies’ coffers swelled with 12 percent of all of the property taxes 

collected across the state. (Id. at p. 247; Historical and Statutory Notes, 41A Pt. 1 West’s

Ann. Health & Saf. Code (2014 ed.) foll. § 33500, p. 185.) Thus, tax increment financing 

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 Undesignated statutory references are to the Health and Safety Code.
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was a boon to these redevelopment agencies, but not to schools, special districts, and 

other taxing entities equally dependent on property tax revenue. (Matosantos, at p. 248.) 

For them, property tax revenue was frozen. (Id. at p. 250.)

In June 2011 the Legislature declared: “Redevelopment agencies were created by 

statute and can therefore be dissolved by statute.” (Assem. Bill No. 26 (2011-2012 1st 

Ex. Sess.); Stats. 2011, 1st Ex. Sess. 2011-2012, ch. 5, § 1, subd. (h).) The Legislature 

dissolved nearly 400 agencies, a decision that ultimately became effective on February 1, 

2012. (Matosantos, supra, 53 Cal.4th at p. 275.) Dissolving the agencies may have been 

accomplished easily by statute, but the winding down of their affairs was more complex. 

The Legislature sought to establish a mechanism to ensure that all enforceable obligations 

of the former redevelopment agencies were paid. But that process is fraught with risks 

due to the conjoined membership of the various bodies involved.

While the former redevelopment agencies were legal entities separate from the 

city or county that created them, the governing body of the sponsoring agency generally 

governed them. Thus, the same decisionmakers made decisions wearing two hats and, in 

essence, negotiated with themselves. In other words, decisionmakers, sitting as members 

of a city council, entered into reimbursement and funding agreements with the same 

decisionmakers, sitting as board members of the redevelopment agency the city created. 

The statutory scheme dissolving and winding down the redevelopment agencies 

thereafter swapped a successor agency for the redevelopment agency, but the 

decisionmakers in most cases remain the same—the members of the city council. 

Attuned to the conjoined nature of many of these decisionmaking bodies, the Legislature 

declared that “agreements, contracts, or arrangements between the city or county, or city 

and county that created the redevelopment agency are invalid and shall not be binding on 

the successor agency.” (§ 34178, subd. (a).) 

It should be noted that the role of a successor agency is quite different from the 

role of a redevelopment agency. The successor agency is charged with winding down the 
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affairs of the redevelopment agency and is prohibited from taking on new obligations. 

Successor agencies “succeed to the organizational status of the former redevelopment 

agency, but without any legal authority to participate in redevelopment activities, except 

to complete any work related to an approved enforceable obligation.” (§ 34173, 

subd. (g).) Indeed, successor agencies are required to “[c]ontinue to make all scheduled 

payments for enforceable obligations, as defined in subdivision (d) of Section 34167.” 

(§ 34169, subd. (a); see also § 34177, subd. (a)(3); Matosantos, supra, 53 Cal.4th at 

p. 275.) 

Because only enforceable obligations are spared extinction, determining whether a 

proposed payment meets the statutory definition is a matter of life or death. Two 

definitions are relevant to this appeal. Enforceable obligations include bonds, loans, 

payments required by law, judgments or settlements, and certain agreements or contracts 

(§ 34171, subd. (d)) and “any legally binding and enforceable agreement or contract that 

is not otherwise void as violating the debt limit or public policy.” (§ 34171, subd. 

(d)(1)(E).) The term “enforceable obligation” explicitly excludes “any agreements, 

contracts, or arrangements between the city, county, or city and county that created the 

redevelopment agency and the former redevelopment agency.” (§ 34171, subd. (d)(2).) 

“The exclusion of agreements between the former redevelopment agencies and their 

sponsors in the definition of enforceable obligations [citation] and the express legislative 

invalidation of these agreements [citation] reflect legislative recognition that ‘often’ these 

agreements were not the product of arm’s-length negotiations because the two bodies had 

‘conjoined’ membership that was not reflective of the interests of the taxing entities.” 

(County of Sonoma v. Cohen (2015) 235 Cal.App.4th 42, 47-48 (County of Sonoma).)

For a mere year, however, the Legislature provided a limited exception to the 

exclusion of agreements between the former redevelopment agencies and their sponsors 

from the definition of enforceable obligations. This exception, section 34178, is the 

central focus of this appeal. The 2011 version of section 34178 stated: “Commencing on 
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the operative date of this part, [any] agreements . . . between the [sponsoring entity] and 

the redevelopment agency are invalid and shall not be binding on the successor agency; 

provided, however, that a successor entity wishing to enter or reenter into agreements 

with [its sponsoring entity] . . . may do so upon obtaining the approval of its oversight 

board.” (Stats. 2011, 1st Ex. Sess. 2011-2012, ch. 5, § 7.) Additionally, the 2011 version 

of section 34180, subdivision (h) provided that: “All of the following successor agency 

actions shall first be approved by the oversight board: [¶] . . . [¶] (h) A request by the 

successor agency to enter into an agreement with [its sponsoring entity.]” (Stats. 2011, 

1st Ex. Sess. 2011-2012, ch. 5, § 7.) These statutes “unambiguously authorized a 

successor agency to request approval of a reentry agreement and the oversight board to 

grant the request.” (County of Sonoma, supra, 235 Cal.App.4th at p. 48.)

A year later the statute was amended (Assembly Bill No. 1484 (2011-2012 Reg. 

Sess.) enacted as Stats. 2012, ch. 26, §§6-35) to prohibit a successor agency or oversight 

board from restoring funding for an enforceable obligation deleted or reduced by the 

Department pursuant to section 34179, subdivision (h), unless it reflects decisions made 

during the meet and confer process with the Department or pursuant to court order. 

(Former § 34178, subd. (a); Stats. 2012, ch. 26, § 14.) The reentered reimbursement 

agreement at issue here was executed before this amendment became effective. We have 

determined the 2012 amendment is not retroactive. (County of Sonoma, supra, 

235 Cal.App.4th at p. 51; City of Emeryville v. Cohen (2015) 233 Cal.App.4th 293, 310 

(City of Emeryville).) Sunnyvale does not contend otherwise.

To mitigate the obvious conflicts of interest between the decisionmakers 

negotiating on behalf of two masters simultaneously, the Legislature established 

oversight boards with a very different constituency and with very different fiduciary 

obligations. An oversight board consists of representatives of the affected taxing entities 

and is charged with approving certain actions and decisions of the successor agency. 

(§§ 34177, 34179, 34179.5, 34179.6, 34180, 34181.) Oversight boards have fiduciary 
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responsibilities to both the holders of enforceable obligations and the taxing entities that 

benefit from distributions of property tax. (§ 34179, subd. (i).) They also must approve 

the successor agency’s recognized obligation payment schedule (ROPS). If approved by 

the oversight board, the ROPS must be submitted to the Department for its approval. 

(§§ 34177, 34180.) Successor agencies must prepare and oversight boards must approve 

a ROPS every six months. (§ 34177.) In short, the Legislature created oversight boards 

because it realized the same potential for misuse of tax increment funding by successor 

agencies existed that prompted the dissolution of the former redevelopment agencies in 

the first place.

Factual Background

The facts are neither complicated nor disputed. In 1976 the Sunnyvale 

redevelopment agency (RDA) agreed, among other redevelopment activities in the 

Sunnyvale central core, to build a parking structure adjacent to a town center project. In 

1977 RDA and Sunnyvale executed an agreement under which RDA would reimburse 

Sunnyvale with tax increment revenue for the city’s purchase of the land for the parking 

structure and other redevelopment expenditures. In 1998 RDA sold certificates of 

participation to investors to refinance its debt for the parking structure. Sunnyvale leased 

the parking facility from RDA for the amount necessary for RDA to pay back the 

certificates of participation. RDA then reimbursed Sunnyvale for the certificates of 

participation.

In February 2012 RDA was dissolved and Sunnyvale became its successor agency.

The notice and agenda for the oversight board’s April 9, 2012 meeting includes 

“Presentation and Approval of Certified Recognized Obligation Payment Schedule 

(ROPS).” There is nothing on the agenda regarding approval of an amended 

reimbursement agreement. A unanimous board passed a motion that “ ‘The Oversight 

Board, under Section 34178(a), directs the Successor Agency to enter into a 

reimbursement agreement for Item 2, Certificates of Participation, to reimburse the City 
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for this debt, and adds the item to the ROPS, subject to the Auditor/Controller’s 

certification of the item.’ ” The certified ROPS was approved.

On April 24, 2012, the Sunnyvale City Council, not the oversight board, 

considered a resolution entitled “Approval for City to Execute an Amended and Restated 

Reimbursement Agreement for 1998 Certificates of Participation.” The staff 

recommended the city council approve the resolution “authorizing the City of Sunnyvale 

to enter into an Amended and Restated Reimbursement Agreement with the Sunnyvale 

Successor Agency pursuant to Health and Safety Code Section 34178(a) for the 

reimbursement of payments, costs and interest on the Certificates of Participation 

(Parking Facility Refunding) Series 1998A.” The city council approved and adopted the 

amended and restated reimbursement agreement. As did the successor agency. The 

oversight board did not. The city and successor agency executed an amended and 

restated reimbursement agreement on April 24, 2012.

Sunnyvale insists that the oversight board again approved the successor agency’s 

action of re-entering the reimbursement agreement on April 26 and May 14, 2012, by 

approving the second ROPS, ROPS II. But the oversight board’s consideration of ROPS 

II was tabled at the April 26 meeting, and it does not include any reference to a 

reimbursement agreement.

In May 2012 the Santa Clara County Auditor-Controller would not add the 

reimbursement agreement and certify the successor agency’s ROPS. On May 14, the 

oversight board passed a motion “to approve the obligation for the 1998 Certificates of 

Participation as noted in Item 2 subject to Successor Agency staff working out an 

appropriate reimbursement agreement and subject to certification by the County 

Auditor/Controller.” Item No. 2 read, “2) Reimbursement for 1998 Certificates of 

Participation.” The Sunnyvale City Attorney thereafter revised the agreement. The city 

and the successor agency did not execute the amended reimbursement agreement, until it 

was revised by the Sunnyvale City Attorney.
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It was not until September 2014 that the successor agency listed the “Amended 

and Restated Reimbursement Agreement for the 1998 Certificates of Participation” on 

the ROPS for the period from January 1, 2015, through June 30, 2015. The oversight 

board approved the ROPS for the period but the county controller again objected and 

asked that the amended and restated reimbursement agreement be removed from the 

ROPS.

On December 17, 2014, the Department rejected the amended and restated 

reimbursement agreement. The Department wrote, “The Agency stated that this 

Agreement was reentered into pursuant to HSC section 34178(a). However, it is our 

understanding that neither the Oversight Board (OB) nor Finance approved the terms of 

the Agreement.” Sunnyvale complains that the Department had approved earlier ROPS 

without mention of the approval deficit. But the Department’s letter regarding ROPS I 

and II provides that decisions approving items on the ROPS are not binding on future 

ROPS.

Sunnyvale, in its own right and as the successor agency to the RDA, filed a 

petition for a writ of mandate and a complaint for declaratory relief alleging that Michael 

Cohen, then the director of the Department, abused his discretion by refusing to 

recognize the amended and restated reimbursement agreement as an enforceable 

obligation. The trial court denied the petition, ruling that the reimbursement agreement 

was not an enforceable obligation because the oversight board never approved it, as 

required by section 34178 and dismissed the claim for declaratory relief. Sunnyvale, as 

the city and as the successor agency, appeals.

DISCUSSION

I

Standard of Review

Because tax increment financing is no longer available and redevelopment 

agencies have met their demise, the only way Sunnyvale can continue to receive a 
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disproportionate share of the property tax revenue is to demonstrate that it reentered a 

valid reimbursement agreement, which now constitutes an enforceable obligation the 

county auditor must honor and pay from the redevelopment property tax trust fund 

(RPTTF). There are no disputed facts, only a debate over the meaning of various statutes

enacted as a part of dissolving all the redevelopment agencies in the state. As Sunnyvale 

points out we are not asked to reweigh the evidence, but only to determine the legal 

consequence of the undisputed facts. We are, therefore, confronted with a quintessential 

question of statutory construction, a question of law we review de novo. We are no 

stranger to this task in cases involving the winding down of redevelopment agencies. 

(Cuenca v. Cohen (2017) 8 Cal.App.5th 200, 220; City of San Jose v. Sharma (2016) 

5 Cal.App.5th 123, 134; City of Tracy v. Cohen (2016) 3 Cal.App.5th 852, 860; County of 

San Bernardino v. Cohen (2015) 242 Cal.App.4th 803, 809; City of Brentwood v. 

Campbell (2015) 237 Cal.App.4th 488, 493; County of Sonoma, supra, 235 Cal.App.4th

42, 47; City of Emeryville, supra, 233 Cal.App.4th 293, 297.)

“Interpreting statutes against a backdrop of undisputed facts, as here, presents 

questions of law that we determine independently. ‘Our objective in interpreting a statute 

is to determine legislative intent so as to effectuate the law’s purpose. The first thing we 

do is read the statute, and give the words their ordinary meanings unless special 

definitions are provided. If the meaning of the words is clear, then the language controls; 

if not, we may use various interpretive aids,’ such as the statutory context and 

framework, and legislative history.” (County of Colusa v. Douglas (2014) 

227 Cal.App.4th 1123, 1129.)

II

The Meaning of Approval in Sections 34178 and 34180

We begin with the statutes at the fulcrum of this appeal. The 2011 version of

section 34178 provided: “Commencing on the operative date of this part, agreements, 

contracts, or arrangements between the city or county, or city and county that created the 
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redevelopment agency and the redevelopment agency are invalid and shall not be binding 

on the successor agency; provided, however, that a successor entity wishing to enter or 

reenter into agreements with the city, county, or city and county that formed the 

redevelopment agency that it is succeeding may do so upon obtaining the approval of its 

oversight board.” (Former § 34178, subd. (a); Stats. 2011, 1st Ex. Sess. 2011-2012, 

ch. 5, § 7.) “Further, section 34180, subdivision (h) requires oversight board approval of 

a request by a successor agency to enter into such an agreement.” (City of Emeryville, 

supra, 233 Cal.App.4th at p. 299.)

In City of Emeryville, supra, 233 Cal.App.4th 293 and County of Sonoma, supra, 

235 Cal.App.4th 42, we considered whether agreements approved by oversight boards 

under these sections were enforceable obligations of a former redevelopment agency that 

continue to be payable out of property taxes before distribution of the remainder to the 

taxing agencies. (§ 34171, subd. (d); see § 34183, subd. (a)(2)(C).) Sunnyvale argues 

these cases are dispositive and validate their claim that the amended and restated 

reimbursement agreement is an enforceable obligation. The trial court found our cases 

inapposite. Although the same statutes were involved in both cases, we agree with the 

trial court that neither case addressed the issue now before us. 

Sunnyvale insists that we equated authorization with approval in these cases. Not 

so. The meaning of approval was not before us. In City of Emeryville, we did uphold the 

city’s contention that the agreements it reentered as the successor agency to the former 

redevelopment agency and were then put on the amended ROPS were enforceable 

obligations precisely because the city had sought and obtained the approval of its 

oversight board. (City of Emeryville, supra, 233 Cal.App.4th at pp. 301-302.) We 

rejected the Department’s assertion that section 34178, subdivision (a) did not authorize 

Emeryville to reenter into the agreements because disparate sections of the law 

established the Legislature’s desire to halt redevelopment agency activity and freeze 

existing assets. (City of Emeryville, at p. 303.) “Most agreements between former 
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redevelopment agencies and their organic bodies were invalidated (§ 34178, subd. (a)) as 

Emeryville conceded. A definitional section provides: ‘For purposes of this part, 

“enforceable obligation” does not include any agreements, contracts, or arrangements 

between the city, county, or city and county that created the redevelopment agency and 

the former redevelopment agency.’ (§ 34171, subd. (d)(2).) [¶] . . . But none of these 

statutes, individually or collectively, changes the fact that in the very same bill, Assembly 

Bill IX 26, the Legislature explicitly authorized successor agencies to enter or reenter 

into agreements, subject to approval by oversight boards.” (Id. at p. 305.)

Secondly, we found that the 2012 amendment to section 34177.3 is not retroactive. 

“[S]ection 34177.3, subdivision (c) partly provides that, ‘Successor agencies shall lack 

the authority to . . . transfer any powers or revenues of the successor agency to any other 

party . . . except pursuant to an enforceable obligation on a [ROPS] approved by the 

department. Any such transfers of authority or revenues that are not made pursuant to an 

enforceable obligation on a [ROPS] approved by the [Department] are hereby declared to 

be void . . . .’ Subdivision (a) of section 34177.3 precludes ‘new redevelopment work,’ 

except as to enforceable obligations that existed before Assembly Bill IX 26 took effect. 

Subdivision (d) partly provides: ‘Any actions taken by redevelopment agencies to create 

obligations after June 27, 2011, are ultra vires and do not create enforceable 

obligations.’ ” (City of Emeryville, supra, 233 Cal.App.4th at p. 307.) We did not agree 

with the Department’s claim that the only extant obligations before the dissolution law 

was enacted in June of 2011 were obligations of the redevelopment agencies, not the 

successor agencies. To the contrary, reentry into an enforceable obligation that existed 

before June of 2011 is exactly what section 34178 permits. (City of Emeryville, at 

p. 309.) 

Nowhere in the opinion in City of Emeryville did we, however, examine the 

meaning of approval by an oversight board. We recognized that section 34178 

authorized successor agencies to reenter agreements, subject to approval by the oversight 
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board, that would then remain enforceable obligations. Nowhere did we suggest that 

authorization is equivalent to approval.

Nor was the meaning of approval addressed in County of Sonoma, supra, 

235 Cal.App.4th 42, the other case heralded by Sunnyvale as dispositive. Like City of 

Emeryville, County of Sonoma rebuffed different issues involving section 34178 raised by 

the Department and affirmed the trial court’s finding that the agreements it reentered, and 

the oversight board approved, remained enforceable obligations. Again we rejected the 

Department’s reliance on the alleged spirit of the overall legislation, a spirit at odds with 

the plain and unambiguous language of sections 34178, subdivision (a) and 34180, 

subdivision (h). (County of Sonoma, at pp. 47-48.) We concluded: “The 2011 version of 

sections 34178, subdivision (a) and 34180, subdivision (h) . . . unambiguously authorized 

a successor agency to request approval of a reentry agreement, and an oversight board to 

grant the request. Under the well-established interpretive principle just cited, this express 

grant of authority cannot simply be negated through resort to the spirit of the Great 

Dissolution Law.” (Id. at pp. 48-49, fn. omitted.)

We further rejected the Department’s contention that an oversight board could not 

approve a reentry agreement because a successor agency was not authorized to take on 

new obligations. We relied on the clear language of section 34178, subdivision (a) that 

“successor agencies with the approval of their oversight boards could also establish a 

reentry agreement as an enforceable obligation in an ROPS. (Former § 34178[, subd.] 

(a).) Thus, an oversight board is not approving an unauthorized act.” (County of 

Sonoma, supra, 235 Cal.App.4th 42 at p. 49.) What we did not say is that an oversight 

board may simply authorize a successor agency to negotiate revisions to an agreement 

previously executed by the former redevelopment agency and the sponsoring agency 

without thereafter approving the amended agreement. Sunnyvale has quite simply 

asserted a false equivalency between two words, authorization and approval, which have 

very distinct meanings. 
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City of Emeryville and County of Sonoma are, as Sunnyvale suggests, important 

cases reaffirming that successor agencies had a year in which the Legislature allowed 

them to protect a disproportionate share of property tax revenue by reentering agreements 

of their former redevelopment agencies. They do not, however, support Sunnyvale’s 

central claim that the oversight board did not need to approve the actual agreement the 

successor agency proposes to execute. On this point, we agree with the trial court that 

City of Emeryville and County of Sonoma are inapposite. We must rely therefore on 

common rules of statutory construction beginning with the most elemental principle that 

we must turn first to the words of the statute.

Under former section 34178, the Legislature established the general rule 

invalidating agreements between the sponsoring agencies and the former redevelopment 

agencies. The governance of a sponsoring agency, as in this case, is often the same body 

that governs the successor agency. Here the pivotal entity is the City of Sunnyvale. 

Section 34178 provided that those type of incestuous agreements were invalid and not 

binding on the successor agency. But, of course, the Legislature carved out an express 

exception to this general rule of invalidity, and it is the Legislature’s narrow exception 

that is at issue here. The general rule set forth in former section 34178, subdivision (a) is 

followed by a huge “however.” Following the general rule of invalidity, the statute 

provided: “However, that a successor entity wishing to enter or reenter into agreements 

with [its sponsoring entity] . . . may do so upon obtaining the approval of its oversight 

board.” (Stats. 2011, 1st Ex. Sess. 2011-2012, ch. 5, § 7.)

The question squarely presented is approval of what? Sunnyvale insists the 

successor agency need only approve the “act” of entering into negotiations. The 

Department argues, and the trial court found, that the oversight board must approve the 

result of those negotiations—the actual amended and restated reimbursement agreement. 

The trial court explained: “The evidence furnished by Petitioners shows that while the 

Oversight Board may have directed the Successor Agency to enter the Re-entered 
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Reimbursement Agreement at its April 9, 2012 meeting, it did not approve it. Indeed, the 

Oversight Board could not have approved it, as it did not yet exist. Additionally, 

Petitioners have furnished no evidence indicating that the Oversight Board did, in fact, 

‘approve’ the Re-entered Reimbursement Agreement.”

Sunnyvale argues there is nothing in the language of section 34178 requiring the 

oversight board to later review and then approve the agreement. In the absence of such a 

directive, they maintain that directing or authorizing the successor agency to reenter the 

agreement is sufficient. Indeed, they cite to the wisdom of the oversight board in making 

its approval contingent upon certification by the county auditor-controller who, according 

to Sunnyvale, vigilantly protected the interests of the other taxing entities. They also cite 

to administrative cases in entirely different contexts wherein “approval” is a decision by 

an agency which commits the agency to a definite course of action, but may involve 

instructing others or its staff to follow through.

Sunnyvale’s cases are easily distinguished as neither involve the dissolution of 

redevelopment agencies or the specific statute at issue. “Approval” is the word that 

triggers extensive environmental review under the California Environmental Quality Act

(CEQA) (Pub. Resources Code, § 21000 et seq.) and its accompanying Guidelines (Cal. 

Code Regs., tit. 14, §15000 et seq.). In Save Tara v. City of West Hollywood (2008) 

45 Cal.4th 116, 134, the issue was whether a private-public development agreement 

conditioned on CEQA compliance but allowing postponement of the preparation of an 

environmental impact report constitutes “approval” under CEQA. The Supreme Court 

held that “[a] CEQA compliance condition can be a legitimate ingredient in a preliminary 

public-private agreement for exploration of a proposed project, but if the agreement, 

viewed in light of all the surrounding circumstances, commits the public agency as a 

practical matter to the project, the simple insertion of a CEQA compliance condition will 

not save the agreement from being considered an approval requiring prior environmental 

review.” (Id. at p. 132.) The court’s construction of approval to mean the point at which 
15

the public agency commits to a project is consistent with the essential purpose of CEQA 

to compel environmental study and review at the earliest possible juncture. It has 

absolutely no bearing, however, on the dissolution of redevelopment agencies and the 

distinctly different purpose “approval” by an oversight board during the dissolution 

process is designed to achieve.

Golightly v. Molina (2014) 229 Cal.App.4th 1501 is equally inapposite. Golightly 

involved a county board of supervisors’ delegation of authority to enter into social 

program agreements to four administrative officers to provide social services to county 

residents. (Id. at p. 1505.) Each of the administrative officers was required to approve 

the proposed agreement, but they did not meet collectively to approve it. (Ibid.) The 

issue presented, whether the Ralph M. Brown Act (Gov. Code § 54950 et. seq.) applied, 

bears no relevance to the meaning of approval in Health and Safety Code section 34178. 

Neither case casts any light on the meaning of approval as used by the Legislature in 

Health and Safety Code section 34178.

The plain meaning of the word, the context in which it appears, and the statutory 

purpose for the requirement of an oversight board to approve these specific kinds of 

agreements, however, do illuminate the Legislature’s intent. A successor agency, under 

the limited exception provided by former section 34178, must “obtain[ ] the approval of 

its oversight board.” Sunnyvale, mimicking the logic of the cases we distinguished 

above, contends that it is undisputed that the oversight board authorized entry into a 

reimbursement agreement, whatever the precise terms of that agreement turned out to be. 

Sunnyvale’s interpretation would allow approval of any sponsoring-entity agreement—

whether a reentered agreement or entirely new—without any examination by the 

oversight board of whether the terms of that agreement are in the best interests of the 

taxing entities or the holders of enforceable obligations. Such an interpretation does 

violence to the statutory language, design, and purpose.
16

We emphasize that the Legislature chose the word “approval,” not authorization, 

and we have debunked Sunnyvale’s attempt to equate the two. The “ ‘meaning of a 

statute is to be sought in the language used by the Legislature.’ ” (City of Emeryville, 

supra, 233 Cal.App.4th at p. 304.) Had the Legislature intended to use the term 

“authorize,” it could have done so. But given the Legislature’s decision to require 

“approval,” rather than “authorization,” approval must mean more than simply 

authorizing the successor agency to enter into an agreement. Rather, the Legislature must 

have meant for the oversight board to engage in meaningful review of the terms of the 

agreement. 

The plain meaning of approval of the terms of the reentered agreement is 

consistent with the structure of section 34178 and the purpose for the limited exception to 

the general rule of invalidity. Remember the inherent conflicts of interest that plague the 

conjoined governing bodies of the former redevelopment agency, the sponsoring entity, 

and the successor agency. The Supreme Court highlighted the problem in Matosantos, 

supra, 53 Cal.4th 231: “Redevelopment agencies and their community sponsors are 

conjoined to the extent that, in virtually all instances, the same individuals constitute both 

the redevelopment agency governing board and the city council or county board of 

supervisors that created the agency.” (Id. at p. 266.) Our observation was more targeted 

in County of Sonoma, supra, 235 Cal.App.4th 42 wherein we explained why the 

Legislature sought to prohibit agreements between sponsoring and successor agencies. 

“The exclusion of agreements between the former redevelopment agencies and their 

sponsors in the definition of enforceable obligations (§ 34171, subd. (d)(2) . . .) and the 

express legislative invalidation of these agreements (§ 34178, subds. (a) & (b) . . .) reflect 

legislative recognition that ‘often’ these agreements were not the product of arm’s-length 

negotiations because the two bodies had ‘conjoined’ membership that was not reflective 

of the interests of the other taxing entities.” (Id. at pp. 47-48.)
17

When the Legislature decided, albeit briefly, to create a limited exception, it did so 

carefully. That is to say, the Legislature created a mechanism to give those tax entities 

which would lose tax revenue if agreements between sponsoring entities and former 

redevelopment agencies were reentered by sponsoring agencies the power to determine 

whether or not to approve them. Thus, it was the oversight boards which became the 

bulwark against merely replacing redevelopment agencies with successor agencies armed 

with unfettered freedom to perpetuate the inequities tax increment financing had allowed. 

We return to basic rules of statutory construction. The intent of the statute 

“ ‘prevails over the letter, and the letter will, if possible, be so read as to conform to the 

spirit of the act.’ [Citation.]” (People v. Pieters (1991) 52 Cal.3d 894, 899.) Moreover, 

statutes must be read “ ‘with reference to the entire scheme of law of which it is part so 

that the whole may be harmonized and retain effectiveness.’ [Citation.]” (Ibid.) Finally, 

“[i]t is a fundamental rule that a statute should be construed in the light of the history of 

the times and the conditions which prompted its enactment,’ [citation].” (People v. Fair

(1967) 254 Cal.App.2d 890, 893.)

Given the importance of the oversight boards in fostering the legislative goal of 

redistributing property tax revenue and ensuring the reentered agreements were a product 

of arm’s-length bargaining, it is clear the Legislature did not intend for “approval” by an 

oversight board to be a rubber stamp. To the contrary, the Legislature vested oversight 

boards with the fiduciary responsibility to carefully consider the terms of any agreement 

between the sponsoring entity and the successor agency and make sure those terms are 

consistent with the dissolution law. Needless to say, the oversight board here could not 

exercise its fiduciary duties to the taxing entities and the holders of the obligations if it 

merely authorized negotiations and never reviewed the actual terms of the agreements it 

was obliged to approve.

For the first time on appeal, Sunnyvale contends sections 34180, subdivision (h) 

and 34179, subdivision (c) support its position that the oversight board’s approval of 
18

negotiations, or as Sunnyvale characterizes it, approval of “actions,” satisfies its fiduciary 

obligations under section 34178. Section 34180 identifies “[a]ll of the following 

successor agency actions” that must be first approved by the oversight board and 

subdivision (h) includes “[a] request by the successor agency to enter into an agreement 

with the city, county, or city and county that formed the redevelopment agency that it is 

succeeding.” Sunnyvale tortures the letter and the spirit of the section. We disagree that 

the Legislature’s utilization of the broad term “actions” as a prologue to a list of a wideranging activity by the successor agency, thereby excuses the agency of the obligation to 

scrutinize the terms of the actual agreement. 

Section 34179, subdivision (c) authorizes an oversight board to “direct the staff of 

the successor agency to perform work in furtherance of the oversight board’s duties and 

responsibilities under this part.” The statute is unremarkable in providing an oversight 

board with staffing to fulfill its mandate. But there is nothing in the language of the 

statute allowing an oversight board to delegate its authority to approve agreements and, 

indeed, such a delegation to the staff of a successor agency would undermine the very 

purpose for establishing an oversight board. 

Sunnyvale raises a number of arguments we need not address. It contends there 

were only minor differences between the preexisting agreement executed by RDA and 

the city and the ultimate amended and restated reimbursement agreement. It insists the 

oversight board did not breach its fiduciary duties because the Santa Clara AuditorController took an active role in redrafting the agreement, approved the amended 

agreement incorporating the controller’s changes, approved the ROPS schedule 

identifying the 1998 Certificates of Participation, and informed the Department the 

obligation was payable. Finally, Sunnyvale emphasizes the oversight board was 

approving reentry into an existing agreement. It was thus familiar with the terms of the 

existing 1998 Certificates of Participation and did not abdicate all responsibility with 

regard to the agreement Sunnyvale sought to reenter. None of these arguments affect our 
19

de novo review of the meaning of the statutes before us and, more to the point, elucidate 

the Legislative intent in requiring oversight board approval of reentered agreements.2

Sunnyvale does raise one final argument that bears mentioning. Sunnyvale asserts 

that oversight board approval of the ROPS in essence was approval of the amended and 

restated reimbursement agreement. If, as phrased this way, the question presented is a 

question of fact—whether there was oversight board approval, there is ample evidence to 

support the trial court’s finding the oversight board did not approve an agreement on 

April 9, 2012, that did not exist and the obligation did not appear on the ROPS until 

months later. But we continue to believe the question is one of law, not fact. Simply put, 

the statute calls for the oversight board to approve the agreement, not the amount of the 

obligation because, as we discussed at length above, the role of the taxing entities and 

other independent voices on the oversight board is crucial to achieving the goal of the 

dissolution law to redistribute property tax revenue more equitably, except in the rare 

instances it remains in the taxing entities best interest to recognize and reenter former 

agreements.

III

Does Section 34171 obliterate Section 34178?

Section 34171, subdivision (d)(2) excludes agreements between the city, county, 

or city and county that created the former redevelopment agency and the former 

redevelopment agency from the definition of enforceable obligations, but section 34171, 

2

 While Sunnyvale argues how similar the amended and restated reimbursement 

agreement was to the original, the Santa Clara Auditor-Controller insists that the various 

drafts of the amended agreement were substantially different. The controversy highlights 

the very need for oversight board review. It should be up to the board, not us, to examine 

the minutia of the agreements and determine the significance of any differences. The 

Legislature wisely assigned this task to the oversight boards, which have a fiduciary 

obligation to review all the terms and conditions before they approve an agreement 

between a sponsoring entity and a successor agency.
20

subdivision (d)(1)(E) includes “[a]ny legally binding and enforceable agreement or 

contract that is not otherwise void as violating the debt limit or public policy” as 

enforceable obligations. Sunnyvale contends that the amended and restated 

reimbursement agreement qualifies as a subdivision (d)(1)(E) legally binding and 

enforceable agreement and it does not violate the debt limit or public policy. As a result, 

in Sunnyvale’s view, the agreement qualifies as an enforceable obligation under the 

subdivision (d)(1)(E) alternative, even if the agreement was not approved by the 

oversight board as required by section 34178. If we were to ignore prominent rules of 

statutory construction, as we would need to do to accept Sunnyvale’s argument, we 

would obliterate section 34178 for all practical purposes and allow successor agencies to 

evade their statutory responsibility to obtain approval from their oversight boards to 

reenter agreements formerly executed by the sponsoring and successor agencies.

To name but the most obvious of the applicable rules of statutory construction, 

“ ‘Courts should give meaning to every word of a statute if possible.’ ” (Reno v. Baird

(1998) 18 Cal.4th 640, 658.) In other words, various parts of a law must be harmonized 

to render each of the sections operable and to avoid an implied repeal. Most apt in these 

circumstances, a specific, special provision prevails over a general one, the former to be 

treated as an exception to the general provision. (Medical Board v. Superior Court

(2001) 88 Cal.App.4th 1001, 1005.)

Sections 34178 and 34171, subdivision (d)(1)(E) are easily harmonized by treating 

section 34178 as a special exception to the general definition of enforceable obligation 

and by giving meaning to each word in both statutes. Section 34171, subdivision 

(d)(1)(E) states the general rule that legally binding contracts existing at the time the 

redevelopment agencies were dissolved become enforceable obligations of the successor 

agency. But that general rule is limited by the special circumstance recognized in section 

34178 and 34171, subdivision (d)(2)—those preexisting agreements between the 

sponsoring entity and successive agency. As to those dangerous deals, former section 
21

34178 required approval by the oversight board. Thus, both statutes can, and should, be 

harmonized. 

But Sunnyvale, relying on a footnote immersed in an analysis of retroactivity, 

insists that in City of Emeryville we made the expansive proclamation that reentered 

agreements are enforceable obligations either pursuant to section 34178 or section 

34171, subdivision (d)(1)(E). We disagree. First, the issue posed by Sunnyvale was not 

before us in City of Emeryville and cases do not provide authority for issues that are not 

presented and decided. We simply did not consider whether applying the definition of an 

enforceable obligation under section 34171, subdivision (d)(1)(E) would nullify the 

approval requirement set forth in section 34178. Second, in the footnote cited, we were 

merely describing our befuddlement over the Department’s reliance on a statute to 

support its argument the statute was retroactive. In that context, we observed that the 

dissolution law contained an expansive definition of enforceable obligations. We did not 

opine, in this footnote involving retroactivity, how the two sections might collide and 

how any potential conflict between our construction of the two could be reconciled. 

Sunnyvale betrays a level of desperation in attempting to catapult an irrelevant footnote 

into persuasive authority for an unrelated and important proposition of law.

IV

Leftovers

Sunnyvale submitted a declaration of a single member of the oversight board with 

its reply brief in the trial court. It argues the trial court abused its discretion by sustaining 

the respondents’ evidentiary objections to most of the declaration. On appeal, it fails to 

present a cogent argument or a single case citation to demonstrate an abuse of discretion. 

On the record before us, we can find no abuse of discretion.

The board member declares that the oversight board did not contemplate any 

further action on the reentered amended and restated agreement after it authorized the 

successor agency to reenter into the agreement and that it was not the practice of the 
22

oversight board to review and approve the exact language of agreements oversight boards 

authorize and approve. “[T]he views of individual legislators, staffers, or other interested 

persons” are not relevant for ascertaining the intent of a governmental body “ ‘as a 

whole.’ ” (People v. Patterson (1999) 72 Cal.App.4th 438, 443.) Moreover, because we 

reject Sunnyvale’s dilution of the meaning of approval, exclusion of the board member’s 

declaration was not prejudicial even if it was misguided. A single board member’s 

expectation as to whether or not the final draft of the agreement would be presented to the 

full board would have been irrelevant to resolution of the question what approval means 

under the statute as a matter of law.

Finally, Sunnyvale maintains that the oversight board approved the reentered 

agreement at an open meeting in full compliance with the Ralph M. Brown Act. The 

Ralph M. Brown Act is a non-issue in this appeal. The trial court did not rule there was a 

violation of the Ralph M. Brown Act and we need not address it here. The sole 

dispositive issue is whether former section 34178 allowed the oversight board to approve 

an agreement that otherwise would not qualify as an enforceable obligation by 

authorizing respondents to negotiate its terms without reviewing and approving the actual 

terms of the agreement. For all the reasons discussed herein, we conclude it did not. The 

Ralph M. Brown Act is simply not an issue.
23

DISPOSITION

The judgment is affirmed. Respondents shall recover costs on appeal. (Cal. Rules 

of Court, rule 8.278(a)(1) & (2).)

 /s/

RAYE, P. J.

We concur:

 /s/

ROBIE, J.

 /s/

MURRAY, J.