1

Filed 2/5/21 City of Sunny v ale v. Bosle r CA3 NOT TO BE PUBLISHED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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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 b etween 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.2

The dispositive issue on appeal is whether former Health and Safety Code section
34178 1 required 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 appro val 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 Bo sler , (the Department) to acknowledge the validity of the renegotiated agreement.
BACKGROUND Legal Background
In 1945 t he 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 valu e 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.4 th 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. § 3350 0 , p. 185 .) Thus , tax increment financing

1 Undesignated statutory references are to the Health and Safety Code.3

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).) T he Legislature dissolved nearly 400 agencies, a decision that ultimately became effective on February 1,
2012. ( Matosantos, supra , 53 Cal.4 th 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 e nsure that all enforceable obligations of the former redevelopme nt 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 bo dy 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 c ity c ouncil, entered into reimburseme nt and funding agreements with the same decisionmakers, sitting as board members of the r edevelopment a gency the city created. The statutory scheme dissolving and winding down the redevelopment agencies thereafter swapped a successor agency for the redeve lopment agency, but the
decisionmakers in most cases remain the same

— the members of the c ity c ouncil. 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 r edevelopment agency. The successor agency is charged with winding down the4

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
pay ments for enforceable obligations, as defined in subdivision (d) of Section 34167.” ( § 34169, subd. (a); see also § 34177, subd. (a)(3); Matosantos , supra , 53 Cal.4 th at
p. 275

. ) Because only enforceable obligations are spared extinction, determining w hether 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 o r 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 “a ny 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 agen cies 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 negot iations 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.4 th 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

centra l focus of this appeal. The 2011 version of section 34178 stated: “Commencing on5

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 ag ency; 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.) Additionall y, 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.4 th 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 delet ed 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 r eimbursement

a greement 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.4 th at p. 51; City of Em eryville v. Cohen (2015) 233 Cal.App.4 th 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 e stablished oversight boards with a very different constituency and with very different fiduciary obligations. A n 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 fiduciary6

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 di ssolution of the former redevelopment agencies in the first place. Factual Background The facts are neither complicated nor disputed. In 197 6 the Sunnyvale

r edevelopment a gency (RDA) agreed, among other redevelopment activities in the Sunnyvale central c ore, 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 oth er 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 par ticipation. RDA then reimbursed Sunnyvale for the certificates of participation. In February 2012 RDA was dissolved and Sunnyvale became its s uccessor a gency. The n otice and a genda for the o versight b oard’s April 9, 2012 meeting includes “Presentation a nd Approval of Certified Recognized Obligation Payment Schedule (ROPS) .” There is nothing on the a genda regarding approval of an a mended

r eimbursement a greement. A unanimous b oard passed a motion that “ ‘ The Oversight Board, under Section 34178(a), direc ts the Successor Agency to enter into a reimbursement agreement for Item 2, Certificates of Participation, to reimburse the City7

for this debt, and add s 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 o versight b oard, considered a resolution entitled “Approval for City to Execute an Amended and Restated Reimbursement Agreement for 1998 Certificates of Participation.” The staff

r ecommended the city counc i l approve the r esolution “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 c ity c ouncil approved and adopted the

a mended and r estated r eimbursement a greement. As did the s uccessor a gency. The

o versight b oard did not. The c ity and s uccessor a gency ex ecuted an a mended and

r estated r eimbursement a greement on April 24, 2012

. Sunnyvale insist s that the o versight b oard again approved the s uccessor a gency’s
action of re

- entering the r eimbursement a greement on April 26 and May 14 , 2012, by approving the sec ond ROPS, ROPS II. But the o versight b oard’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
reimburs ement agreement and certify the s uccessor a gency’s ROPS. On May 1 4 , the

o versight b oard 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 c ity
and th e s uccessor a gency did not execute the a mended r eimbursement a greement, until it was revised by the Sunnyvale City Attorney.8

It was not until September 2014 that the s uccessor a gency listed the “Amended and Restated Reimbursement Agreement for the 1998 Ce rtificates of Participation” on the ROPS for the period from January 1, 2015 , through June 30, 2015 . The o versight
b oard approved the ROPS for the period but the c ounty c ontroller again objected and
asked that the a mended and r estated r eimbursement a greem ent be removed from the
ROPS. On December 17, 2014, t he Department rejected the a mended and r estated

r eimbursement a greement. The Department wrote, “The Agency state d that this Agreement was reentered into pursuant to HSC section 34178(a). However, it i s our understanding that neither the Oversight Board (OB) n or Finance approved the terms of the Agreement.” Sunnyvale complains that the Department had approved earlier ROPS without mention of the approval deficit. But the D epartment’s letter regarding R OPS 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 tha t Michael Cohen, then the d irector of the Department, abused his discretion by refusing to recognize the a mended and r estated r eimbursement a greement as an enforceable obligation. The trial court denied the petition , ruling that the r eimbursement a greement was not an enforceable obligation because the o versight b oard never approved it, as required by section 34178 and dismissed the claim for declaratory relief. Sunnyvale, as
the c ity and as the s uccessor a gency, 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 a9

disproportionate share of the property tax revenue is to demonstrate that it reen tered a
valid r eimbursement a greement, which now constitutes an enforceable obligation the

c ounty a uditor must honor and pay from the r edevelopment p roperty t ax t rust f und (RPTTF)

. There are no disputed facts, only a debate over the meaning of various sta tutes 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.5 th 200, 220; City of San Jose v. Sh arma (2016)
5 Cal.App.5 th 123, 134; City of Tracy v. Cohen (2016) 3 Cal.App.5 th 852, 860; County of
San Bernardino v. Cohen (2015) 242 Cal.App.4 th 803, 809; City of Brentwood v. Campbell (2015) 237 Cal.App.4 th 488, 493; County of Sonoma , supra , 235 Cal.App.4 th 42, 47; City of Emeryville , supra , 233 Cal.App.4 th 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 de termine 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 contr ols; 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.4 th 1123, 1129.)
II

The Meaning of Approval in Sections 34178 and 34180 We begin wi th 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 the10

redevelopmen t 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 redevelopme nt 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.4 th at p. 299.)
In City of Emeryville, supra , 233 Cal.App.4 th 29 3 and County of Sonoma, supra , 235 Cal.App.4 th 42, we considered whether agreements ap proved 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 a mended and r estated

r eimbursement a greement is an enforceable obligation. The trial court found our cases inapposite. Although the same statutes wer e involved in both cases, we agree with the
trial court that neither case addressed the issue now before us. Sunnyvale insist s that we equated authorization with approval in these cases. Not so. The meaning of approval was not before us. In City of Em eryville , we did uphold the

c ity’s contention that the agreements it reentered as the s uccessor a gency 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.4 th at p p

. 301

- 302.) We rejected the Department’s assertion that section 34178, subdivision (a) did not authorize Emeryville to reenter into the agreements because disparate sec tions 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 former11

redevelopment agencies and their organic bodies were invalidated ( § 3 4178, 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 redev elopment 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 su ccessor 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 o f 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 enforceabl e 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.’ ” ( Cit

y of Emeryville, supra , 233 Cal.App.4 th 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 agen cies. 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. W e recognized that section 34178 authorized successor agencies to reenter agreements , subject to approval by the oversight12

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.4 th 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 rel iance 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 p p . 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, thi s 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 agreeme nt 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.4 th 42 at p. 49.) What we did not say is that an oversight board may simply auth orize 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 be tween two words, authorization and approval, which have very distinct meanings.13

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 p rotect 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

succ essor 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 c ourse, 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 “howev er.” Following the general rule of invalidity, the statute provided: “ H owever, 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, c h. 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, t hat the oversight board must approve the result of those negotiations

— the actual a mended and r estated r eimbursement a greement. The trial court explained: “The evidence furnished by Petitioners shows that while the Oversight Board may have directed the Su ccessor Agency to enter the Re

- entered14

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 indi cating 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 absen ce of such a directive, they maintain that directing or authorizing the s uccessor a gency to reenter the agreement is sufficient. Indeed, they cite to the wisdom of the o versight b oard in making its approval contingent upon certification by the c ounty a udi tor

- c ontroller 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.4 th 116, 134, the issue was whether a private

- public development agreement conditioned on CEQA compliance but allow ing 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 c ourt’s construction of approval to mean the po int at which15

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 age ncies 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.4 th 1501 is equally inapposite. Golightly involved a county board of supervisors’ de legation 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 d id not meet collectively to approve it. ( Ibid .) The issue presented, whether the Ralph M. Brown Act (Gov. Code § 5495 0 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 kind s 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.” Sunny vale, mimicking the logic of the cases we distinguished above, contends that it is undisputed that the o versight b oard authorized entry into a reimbursement agreement, whatever the precise terms of that agreement turned out to be. Sunnyvale’s interpretati on would allow approval of any sponsoring

- entity agreement

— whether a reentered agreement or entirely new

— without any examination by the

o versight b oard of whether the terms of that agreement are in the best interests of the taxing entities or the holders o f 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. T he “ ‘ meaning of a statute is to be sought in the language used by the Legislature.’ ” ( City of Emeryville,

supra , 233 Cal.App.4 th at p. 304.) Had the Legislature intended to use the term “authorize,” it could have done so. But given the Legislature’s d ecision to require “approval,” rather than “authorization,” approval must mean more than simply authorizing the s uccessor a gency to enter into an agreement. Rather, the Legislature must
have meant for the o versight b oard 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 confl icts 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.4 th 231: “Redevelopment agencies and t heir 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. 26 6.) 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 f ostering the legislative goal of redistributing property tax revenue and e nsuring 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 la w. Needless to say, the o versight b oard 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 app rove. For the first time on appeal, Sunnyvale contends sections 34180, subdivision (h) and 34179, subdivision (c) support its position that the o versight b oard’s approval of18

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 wide

ranging 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 ove rsight board with staffing to fulfil l 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 unde rmine 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 a mended and r estated r eimbursement a greement. It insists the

o versig ht b oard did not breach its fiduciary duties because the Santa Clara Auditor

Controller took an active role in redrafting the agreement, approved the amended agreement incorporating the c ontroller’s changes, approved the ROPS schedule identifying the 1998 Certificates of Participation, and informed the Department the obligation was payable. Finally, Sunnyvale emphasizes the o versight b oard was approving reentry into an existing agreement. It was thus familiar with the terms of the existing 1998 Certificat es of Participation and did not abdicate all responsibility with regard to the a greement Sunnyvale sought to reenter. None of these arguments affect our19

de novo review of the meaning of the statutes before us and, more to the point, elucidate the Legislat ive intent in requiring o versight b oard approval of reentered agreements. 2 Sunnyvale does raise one final argument that bears mentioning. Sunnyvale asserts
that o versight b oard approval of the ROPS in essence was approval of the a mended and

r estated r ei mbursement a greement. If, as phrased this way, the question presented is a question of fact

— whether there was o versight b oard approval, there is ample evidence to support the trial court’s finding the o versight b oard 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 o versight b oard 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 o versight b oard is crucial to achieving the goal of the dissolution law to redistribute property tax revenue more equitably, exc ept in the rare instances it remains in the taxing entities best interest to recognize and reenter former agreements.
III

Does S ection 34171 o bliterate S ection 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

- Controlle r 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 , wh ich have a fiduciary obligation to review all the terms and conditions before they approve an agreement between a sponsoring entity and a successor agen cy.20

subdivision (d)(1)(E) i ncludes “[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 a mended and r estated

r eimbursement a greement 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

o versight b oard 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 p ractical 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 app licable rules of statutory construction ,

“ ‘ Courts should give meaning to every word of a statute if possible.’ ” ( Reno v. Baird (1998) 18 Cal.4 th 640, 658.) In other words, various parts of a law must be harmonized to render each of the sections operabl e 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 B oar d v. Superior Court (2001) 88 Cal.App.4 th 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, subdivis ion (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 recogn ized in section 34178 and 34171, subdivision (d)(2)

— those preexisting agreements between the sponsoring entity and successive agency. As to those dangerous deals, former section21

34178 required approval by the o versight b oard. 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 E meryville 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 se t 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 con tained 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 be trays 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 o versight b oard with
its re ply 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 a buse of discretion. On the record before us, we can find no abuse of discretion.
The board member declares that the o versight b oard did not contemplate any
further action on the reentered a mended and r estated a greement after it authorized the

s uccessor a gency to reenter into the a greement and that it was not the practice of the22

o versight b oard to review and approve the exact language of agreements oversight boards authorize and approve. “ [ T ] he views of individual legislators, staffers, or other intereste d persons” are not relevant for ascertaining the intent of a governmental body “ ‘ as a whole. ’ ” ( People v. Patterson (1999) 72 Cal.App.4 th 438, 443.) Moreover, because we reject Sunnyvale’s dilution of the meaning of approval, exclusion of the board mem ber’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 ap proval means
under the statute as a matter of law. Finally, Sunnyvale maintains that the o versight b oard 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 app eal. 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 o versight b oard to approve an agreement that otherwise would not qua lify 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 i ssue.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.