The opinion
Filed 3/13/26 Certified for Publication 4/10/26 (order attached)
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION SEVEN
LOS ANGELES COUNTY B338182
PROFESSIONAL PEACE
OFFICERS ASSOCIATION, (Los Angeles County
Super. Ct. No. 23STCP00398)
Appellant,
v.
COUNTY OF LOS ANGELES et al.,
Respondent.
APPEAL from a judgment of the Superior Court of
Los Angeles County, Mitchell L. Beckloff, Judge. Reversed and
remanded with directions.
Hayes, Ortega & Sanchez and Dennis J. Hayes for
Appellant.
Miller Barondess, Mira Hashmall and Eleanor S. Ruth for
Respondent.
________________________
INTRODUCTION
The Los Angeles County Professional Peace Officers
Association (PPOA) appeals the denial of its petition for writ of
mandate against the County of Los Angeles, the Board of
Supervisors for the County of Los Angeles, Los Angeles County
Employee Relations Commission, and County Executive Officer
Fesia Davenport (together, the County). PPOA and the County
are parties to a memorandum of understanding (MOU) governing
the terms and conditions of employment for PPOA members.
PPOA asserts it has the right to meet and confer regarding the
County’s decision to outsource certain work performed by PPOA
members to a private security contractor. The County responds
that PPOA waived any such right in the MOU because the MOU
recognizes the County may contract with a private firm and
contains a management rights clause. We reverse because the
County fails to demonstrate that PPOA clearly and unmistakably
waived its right to meet and confer regarding the County’s
outsourcing decision.
FACTUAL AND PROCEDURAL BACKGROUND
A. The Parties’ MOU
PPOA is “an employee organization recognized by the
County of Los Angeles as the exclusive bargaining representative
for employees in County Bargaining Unit 621, among others, for
purposes of collective bargaining pursuant to the Meyers-Milias-
Brown Act, California Government Code §§ 3500 et seq.”
Bargaining Unit 621 (BU621) includes security officers employed
by the County.
2
After labor negotiations between PPOA and the County,
PPOA members ratified, and the County Board of Supervisors
adopted, the MOU. The MOU was effective October 2018
through September 2021, but the parties agreed to extend the
MOU term by an additional six months.
As relevant here, Article 16 of the MOU provided:
Article 16 Employee Rights in the Event of
Transfer of Functions
In the event the County enters into any agreement
with another public employer or private entity which
involves the transfer of functions now being
performed by employees in this representation Unit
or the law provides for the transfer of functions now
being performed by employees in this Unit to another
public or private agency, the County will advise such
public or private entity of the existence and terms of
this Memorandum of Understanding and will
immediately advise PPOA of such agreement or law.
In addition, the County will consult with the
employer absorbing a County function to encourage
utilization of affected employees by the new
employer. When a Department’s Request for
Proposal is approved by the Chief Executive Officer,
the Labor Relations Office will arrange to meet with
representatives of PPOA to advise them of this action
within five (5) days.
When advance knowledge of the impact of pending
changes in function, organization, or operations is
available which will result in the abolishment of
positions or when there is any major reassignment of
functions from one department to another or to
another agency, Management will make an intensive
3
effort to either reassign or transfer affected
employees to other position for which they qualify, or
train affected employees for new positions in order to
retain their services.
It is understood and agreed that Management shall
have no obligation to negotiate the decision of any
reorganization by the County during the life of this
agreement.
In “May 2021, PPOA learned that the County intended to
contract out to a private company security work previously
performed by Security Officers at the Kenneth Hahn Hall of
Administration.” PPOA asked to meet and confer with the
County about this decision, but the County declined and instead
offered to engage in “effects bargaining” regarding its decision.1
The County asserted that PPOA waived its right to bargain over
the County’s decision to outsource in Article 16 of the MOU, such
that there was “no obligation to negotiate the decision of any
reorganization by the County.”
B. Administrative Proceedings
In June 2021, PPOA filed an unfair practice charge with
the Los Angeles County Employee Relations Commission
1 “Effects bargaining” refers to an employer’s duty under the
Meyers-Milias-Brown Act to “bargain regarding the ‘effects of a
decision that has a foreseeable effect on matters within the scope
of representation, even where the decision itself is not
negotiable.’ ” (County of Sonoma v. Public Employment Relations
Bd. (2022) 80 Cal.App.5th 167, 186 (Sonoma).)
4
(ERCOM).2 PPOA alleged the County failed to meet and confer
over the outsourcing decision as required by statute.3 PPOA
further alleged the MOU did not waive PPOA’s right to meet and
confer over the outsourcing decision because the waiver asserted
by the County was not “clear and unmistakable.”
In April 2022, an ERCOM hearing officer recommended
“dismiss[al]” of PPOA’s unfair practice charge, concluding that
the County had a duty to bargain regarding the outsourcing
decision but that PPOA had waived its bargaining rights on the
issue in Article 16 of the MOU. Consulting the dictionary
definition of the word “reorganization” and the broader context of
Article 16, the hearing officer determined it was “clear and
unmistakable . . . that the word ‘reorganization’ means and refers
to those specific situations where an employer transfers functions
being performed by bargaining unit employees to a private
agency.”
PPOA objected to the hearing officer’s findings and
recommendation. ERCOM remanded the matter to the hearing
officer for reconsideration in light of “relevant precedent issued
by the [California] Public Employment Relations Board (PERB)”
2 ERCOM is the “agency empowered to resolve public
employment labor disputes in Los Angeles County.” (County of
Los Angeles v. Los Angeles County Employee Relations Com.
(2013) 56 Cal.4th 905, 916.)
3 PPOA also alleged that, even if the outsourcing decision
itself was not subject to bargaining, the County purportedly
refused to engage in effects bargaining. (See Sonoma, supra,
80 Cal.App.5th at p. 186.) ERCOM rejected this claim, PPOA did
not raise it in its petition for writ of mandate, and it is not at
issue in this appeal.
5
clarifying that “the burden of proof” is with “the County [to]
establish[] the affirmative defense of waiver.”4 The hearing
officer issued a supplemental report again recommending
dismissal, concluding the County met its burden to show that
PPOA had waived its collective bargaining rights regarding the
outsourcing decision. ERCOM adopted the hearing officer’s
reports and recommendation and dismissed the unfair practice
charge.
C. PPOA’s Petition for Writ of Mandate
In February 2023, PPOA filed a verified petition for writ of
mandate (Code Civ. Proc., § 1085) in superior court against the
County. PPOA sought an order compelling the County to meet
and confer about the outsourcing decision, and it requested that
the superior court set aside the ERCOM decision and issue
declaratory relief that “the MOU between the parties does not
contain a clear and unmistakable waiver of [PPOA’s] right to
bargain over contracting out bargaining unit work.”
The County opposed the writ petition, asserting the MOU
clearly waived PPOA’s right to bargain over “reorganization”
decisions including the outsourcing decision.
4 PERB is “a quasi-judicial administrative agency modeled
after the [National Labor Relations Board]” with “exclusive
initial jurisdiction over complaints alleging unfair labor practices
violating the [Meyers-Milias-Brown Act, or] MMBA” by all
California counties except Los Angeles County. (County of
Los Angeles, supra, 56 Cal.4th at p. 916.) Decisions from PERB
interpreting the MMBA are “highly persuasive” to ERCOM. (Id.
at p. 917.)
6
The superior court denied PPOA’s petition, reasoning that
the County met its “burden to prove the[] defense of waiver” in
Article 16 of the MOU. Beginning with “the dictionary definition
of the word reorganization,” the court concluded that
“reorganization” as used in Article 16 is not limited to “a wholly
internal restructuring” but could include the transfer of work to
outside contractors.5 The court then examined the context of
Article 16, noting “Article 16 addresses a single subject—the
transfer, restructuring and termination of work performed by
represented employees,” “expressly contemplates the transfer of
represented employees’ functions to private entities,” and
“concludes with a single sentence expressing the parties’
agreement the County has no obligation to ‘negotiate the decision
of any reorganization by the County during the life of the
agreement.’ ” The court concluded, “[t]he waiver sentence
modifies the two paragraphs it follows,” and “[t]he MOU
reasonably uses the wor[d] ‘reorganization’ to collectively refer to
all of those actions the County may take and is obligated to take
‘in the event of transfer of functions.’ ”
The court entered judgment for the County, and PPOA
timely appealed.
5 Consulting the Merriam-Webster Online Dictionary, the
court noted “the dictionary definition of the word reorganization
is ‘the act or process of reorganizing: the state of being
reorganized especially: the financial reconstruction of a business
concern.’ ” The court also observed that “ ‘[r]eorganize’ means ‘to
organize again or anew’ ” and “[t]he word ‘organize’ has multiple
definitions, including ‘to arrange by systematic planning and
united effort,’ ‘to set up an administrative structure for,’ and ‘to
arrange elements into a whole of interdependent parts.’ ”
7
DISCUSSION
A. Governing Law and Standard of Review
The Meyers-Milias-Brown Act (MMBA) “authoriz[es]
collective bargaining for employees of most local governments,
including Los Angeles County.” (County of Los Angeles v.
Los Angeles County Employee Relations Commission (2013)
56 Cal.4th 905, 915 (County of Los Angeles).) The statute
“imposes on local public entities a duty to meet and confer in good
faith with representatives of recognized employee organizations,
in order to reach binding agreements governing wages, hours,
and working conditions of the agencies’ employees.” (Id. at
p. 916; see Gov. Code, § 3505.)
As relevant here, the MMBA imposes “mandatory
bargaining requirements” for employer actions within the “scope
of representation,” i.e., with “significant effect on the ‘wages,
hours, and other terms and conditions of employment’ of the
bargaining-unit employees.” (Building Material & Construction
Teamsters’ Union v. Farrell (1986) 41 Cal.3d 651, 659 (Building
Material); see Gov. Code, §§ 3504, 3504.5, 3505.) This duty to
bargain requires the public employer “ ‘to refrain from making
unilateral changes in employees’ wages and working conditions
until the employer and employee association have bargained to
impasse.’ ” (Coachella Valley Mosquito & Vector Control Dist. v.
California Public Employment Relations Bd. (2005) 35 Cal.4th
1072, 1083.) It is long settled that outsourcing is subject to
mandatory bargaining; that is, “the permanent transfer of work
away from a bargaining unit,” including “to an independent
contractor,” if “the work transfer adversely affects the bargaining
8
unit in question.” (Building Material, at p. 659 [collecting
cases].)
It is also well settled that “ ‘a union may lawfully waive
statutory rights of represented employees in a collective
bargaining agreement.’ ” (Ehret v. WinCo Foods, LLC (2018)
26 Cal.App.5th 1, 5 (Ehret).) To be valid, the waiver must be
“clear and unmistakable.” (Choate v. Celite Corp. (2013)
215 Cal.App.4th 1460, 1465 (Choate); accord, Ehret, at p. 5.) This
standard is not satisfied by “silence in a bargaining agreement”
(Oakland Unified School District v. Public Employment Relations
Bd. (1981) 120 Cal.App.3d 1007, 1011) or “ ‘ “a general
contractual provision,” ’ ” and is met only where the waiver is
“ ‘ “ ‘explicitly stated’ ” ’ ” (Ehret, at p. 5). The party asserting
waiver of a bargaining right bears the burden to prove a clear
and unmistakable waiver. (See Kern County Hospital Authority
v. Public Employment Relations Bd. (2024) 100 Cal.App.5th 860,
884, 891 (Kern County).) “[W]hen an employer asserts the
defense of a claimed waiver by a union ‘ “[c]ourts examine the
defense of waiver carefully in order to ensure the protection of a
party’s rights, especially when these rights are statutorily
based.” ’ ” (California State Employees’ Assn. v. Public
Employment Relations Bd. (1996) 51 Cal.App.4th 923, 938
(California State).)
We interpret a public sector MOU “by the same rules as are
applicable to private contracts.” (California Assn. of Highway
Patrolmen v. Department of Personnel Admin. (1986)
185 Cal.App.3d 352, 361; accord, County of Fresno v. Fresno
Deputy Sheriff’s Assn. (2020) 51 Cal.App.5th 282, 292; City of
El Cajon v. El Cajon Police Officers’ Assn. (1996) 49 Cal.App.4th
64, 71.) “ ‘ “The fundamental goal of contractual interpretation is
9
to give effect to the mutual intention of the parties.” ’ ” (Powerine
Oil Co., Inc. v. Superior Court (2005) 37 Cal.4th 377, 390.)
“ ‘Unless given some special meaning by the parties, the
words of a contract are to be understood in their “ordinary and
popular sense,” focusing on the usual and ordinary meaning of
the language and the circumstances under which the agreement
was made.’ ” (Bunker Hill Park Ltd. v. U.S. Bank National Assn.
(2014) 231 Cal.App.4th 1315, 1327; accord, City of Bell v.
Superior Court (2013) 220 Cal.App.4th 236, 248.) “ ‘[I]n
construing a contract the meaning of the words used is to be
determined from a reading of the entire contract.’ ” (Taranow v.
Brokstein (1982) 135 Cal.App.3d 662, 668; accord, County of
San Diego v. Ace Property & Casualty Ins. Co. (2005) 37 Cal.4th
406, 415; see also Civ. Code, § 1641 [“The whole of a contract is to
be taken together, so as to give effect to every part, if reasonably
practicable, each clause helping to interpret the other.”].) “ ‘We
must give significance to every word of a contract, when possible,
and avoid an interpretation that renders a word surplusage.’ ”
(Advanced Network, Inc. v. Peerless Ins. Co. (2010)
190 Cal.App.4th 1054, 1063; accord, In re Tobacco Cases I (2010)
186 Cal.App.4th 42, 49.)
“In reviewing a trial court’s judgment on a petition for writ
of mandate, the appellate court is required to exercise
independent judgment on legal issues.” (McIntyre v. Sonoma
Valley Unified School Dist. (2012) 206 Cal.App.4th 170, 179;
accord, Rivero v. Lake County Bd. of Supervisors (2014)
232 Cal.App.4th 1187, 1193-1194.) “Interpretation of a contract
is a question of law ‘when it is based on the words of the
instrument alone.’ ” (Oakland-Alameda County Coliseum
Authority v. Golden State Warriors, LLC (2020) 53 Cal.App.5th
10
807, 818; accord, Badie v. Bank of America (1998) 67 Cal.App.4th
779, 799.)
B. The MOU Does Not Reflect a Clear and Unmistakable
Waiver of PPOA’s Right To Meet and Confer Over the
County’s Outsourcing Decision
PPOA argues that Article 16 of the MOU did not waive its
right to bargain over the transfer of work to outside contractors.
The parties agree that Article 16 is the only relevant part of the
MOU and that there is no extrinsic evidence relevant to the
interpretation of the MOU. The parties also agree that an
employer’s outsourcing of work performed by a bargaining unit
affects the terms and conditions of employment and is subject to
the meet-and-confer requirement of the MMBA. (See Building
Material, supra, 41 Cal.3d at p. 659; Rialto Police Benefit Assn. v.
City of Rialto (2007) 155 Cal.App.4th 1295, 1301 [the “City’s
decision to enter into a contract with the Sheriff’s Department for
law enforcement services affects wages, hours, and conditions of
employment of the City’s police officers within the meaning of . . .
Building Material”].) Therefore, any waiver of the right to meet
and confer over the County’s outsourcing decision must be “ ‘clear
and unmistakable.’ ” (Building Material, at p. 668.) We conclude
the MOU did not clearly and unmistakably waive PPOA’s right to
meet and confer over the transfer of work to an outside
contractor.
PPOA argues that the MOU does not “specifically state
that ‘Management shall have no obligation to negotiate either the
decision or effect of contracting out bargaining unit work.’ ”
Indeed, while the MOU amply discusses outsourcing, there is no
express language where the union waives its statutory right to
11
bargain about the outsourcing decision. Article 16 is titled
“Employee Rights in the Event of Transfer of Functions.” As
relevant here, it states: “In the event the County enters into any
agreement with another public employer or private entity which
involves the transfer of functions now being performed by
employees in this representation Unit . . . , the County will advise
such public or private entity of the existence and terms of this
[MOU] and will immediately advise PPOA of such agreement.”
The MOU further provides that: “When a Department’s Request
for Proposal is approved by the Chief Executive Officer, the Labor
Relations Office will arrange to meet with representatives of
PPOA to advise them of this action within five (5) days.”
The County does not argue that this language constitutes a
clear and unmistakable waiver of the meet and confer right.
Indeed, while these provisions state that the County will notify
PPOA of an agreement or an outsourcing request for proposal
within a specified timeframe, this language does not address
PPOA’s bargaining rights over a proposed outsourcing decision.
(See Choate, supra, 215 Cal.App.4th at p. 1467 [“discussing a
topic while at the same time saying nothing about the statutory
right at issue does not effect a clear and unmistakable waiver of
that right”].) Nor are the MOU’s notice provisions plainly
incompatible with the statutory meet and confer procedures
applicable to employer actions falling within the scope of
representation. (See Gov. Code, § 3505 [public agency must
“meet and confer” with an employee organization “prior to
arriving at a determination of policy or course of action . . . and
continue for a reasonable period of time . . . includ[ing] adequate
time for the resolution of impasses”]; see also Santa Clara County
Correctional Peace Officers’ Assn., Inc. v. County of Santa Clara
12
(2014) 224 Cal.App.4th 1016, 1039 (Santa Clara) [union
unmistakably waived right to declare bargaining impasse and
require mediation where the MOU’s procedures “did not allow an
‘adequate time for the resolution of impasses’ ” and thus
indicated “that the parties did not intend the impasse resolution
procedure to apply”].) In other words, because these MOU
provisions do not mention the meet and confer process or
expressly conflict with or replace this process, this language does
not constitute a clear and unmistakable waiver of the right to
meet and confer. (Cf. Ehret, supra, 26 Cal.App.5th at p. 9
[employees clearly and unmistakably waived the right to meal
break in a bargaining agreement which “explicitly” “discuss[ed]
meal breaks” and provided that “ ‘a meal period is not required’ ”
for shifts under six hours].)6
The superior court and the parties relied extensively on
their reading of the management rights clause at the end of
Article 16 and whether “reorganization” encompassed
outsourcing. The management rights clause states:
6 The meet and confer process could still take place, for
example, after an approved request for proposal is issued by the
County because any contract would need to be ratified by the
Board of Supervisors before any outsourcing takes place. (See
Holmgren v. County of Los Angeles (2008) 159 Cal.App.4th 593,
601-602 [Los Angeles County charter “expressly permits the
county to either hire its own employees or outsource work to
independent contractors”]; cf. Advance Medical Diagnostic
Laboratories v. County of Los Angeles (1976) 58 Cal.App.3d 263,
268-269, 275 [contracts between County and outside contractor
exceeding statutory amount in Gov. Code, § 25502.5 were “null
and void” unless executed or later ratified by the board of
supervisors].)
13
“Management shall have no obligation to negotiate the decision of
any reorganization by the County during the life of this
agreement.”
The County argues that “the ordinary meaning of
‘reorganize’ ” and “the surrounding contractual context” make
clear that PPOA waived its right to meet and confer over
outsourcing decisions. In the County’s view, Article 16’s focus on
“ ‘transfer of functions’ ” indicates that the phrase “ ‘ “any
reorganization” ’ ” “plainly encompass[es], at a minimum, the
range of staffing reorganization decisions described in
[Article 16],” i.e., outsourcing. The County asserts “ ‘there is no
reasonable alternative explanation for what the parties intended
through the final sentence of Article 16.’ ”
PPOA responds that “reorganization” is not defined by the
MOU, and that “reorganization is conceptually different than
contracting out bargaining unit work.” PPOA submits that
“reorganization” as used in the management rights clause does
not include outsourcing because “the decision to reorganize an
operation is a managerial prerogative and thus falls outside the
scope of representation.” (See Gov. Code, § 3504, italics added
[matters subject to bargaining “shall include all matters relating
to employment conditions and employer-employee relations,
including, but not limited to, wages, hours, and other terms and
conditions of employment, except, however, that the scope of
representation shall not include consideration of the merits,
necessity, or organization of any service or activity”]; accord,
Building Material, supra, 41 Cal.3d at p. 660.)
The management rights clause does not constitute a clear
and unmistakable waiver of PPOA’s right to meet and confer over
outsourcing decisions. As stated, this provision does not
14
expressly mention PPOA’s right under the MMBA to meet and
confer regarding outsourcing decisions. (See Choate, supra,
215 Cal.App.4th at p. 1467 [a clear and unmistakable waiver
“must be specific, and mention either the statutory protection
being waived or, at a minimum, the statute itself”]; cf. Building
Material, supra, 41 Cal.3d at p. 668 [provision authorizing
internal reorganization of functions from one bargaining unit to
another did not clearly and unmistakably waive bargaining
rights over outsourcing decisions].) The “any reorganization”
language in the MOU is vague and ambiguous, falling short of
the requirement that any waiver of statutory rights be clear and
unmistakable. (See Kern County, supra, 100 Cal.App.5th at
p. 888 [no clear and unmistakable waiver of collective grievance
procedures where MOU procedures were “ambiguous” on the
subject]; California State, supra, 51 Cal.App.4th at pp. 938-939
[MOU language providing for salary adjustments for the
“ ‘duration of this Agreement’ ” was “too general and vague” to
waive employees’ right to continued salary adjustments after
MOU’s expiration].)
As PPOA argues, this language may reasonably be
interpreted to memorialize only the County’s right under section
3504 to make “fundamental management decisions” without
bargaining, including “ ‘organization’ ” decisions, such as layoffs.
(Building Material, at p. 663; see, e.g., Fire Fighters Union v. City
of Vallejo (1974) 12 Cal.3d 608, 621 (Vallejo) [personnel reduction
decision is a managerial policy decision that is not negotiable
because it concerns “an issue involving the organization of the
service”]; State Assn. of Real Property Agents v. State Personnel
Bd. (1978) 83 Cal.App.3d 206, 213 [similar].)
15
Further, general management rights clauses, such as the
one in this MOU, function to preserve management prerogatives,
rather than as a waiver of collective bargaining rights. (See
California Teamsters Public, Prof. etc. Union v. County of Solano
(1991) 233 Cal.App.3d 800, 805 [a management rights clause
“simply recognizes the preexisting . . . rights routinely reserved
for an employer” and “make[s] . . . clear that the MOU does not
alter these preexisting rights of management”]; see also
International Assn. of Fire Fighters v. Public Employment
Relations Bd. (2011) 51 Cal.4th 259, 271-277; Vallejo, supra,
12 Cal.3d at p. 616 [management rights language does not
“restrict bargaining on matters directly affecting employees’
legitimate interests in wages, hours and working conditions but
rather . . . forestall[s] any expansion of the language of ‘wages,
hours and working conditions’ to include more general
managerial policy decisions”].) And, as stated, outsourcing is not
a management right because it implicates the terms and
conditions of employment and is subject to the meet-and-confer
requirements of the MMBA. (See Building Material, supra,
41 Cal.3d at p. 659.)
For these reasons, the County did not meet its burden to
demonstrate a clear and unmistakable waiver under the terms of
the MOU. (See Kern County, supra, 100 Cal.App.5th at pp. 884,
891.)7
7 In light of our holding, we need not address PPOA’s
remaining arguments.
16
DISPOSITION
The trial court’s order is reversed. On remand, the
superior court is directed to issue a writ of mandate requiring the
County to meet and confer regarding its decision to transfer work
from PPOA to a private entity. PPOA may recover its costs on
appeal.
MARTINEZ, P. J.
We concur:
FEUER, J. STONE, J.
17
Filed 4/10/26
CERTIFIED FOR PUBLICATION
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION SEVEN
LOS ANGELES COUNTY B338182
PROFESSIONAL PEACE
OFFICERS ASSOCIATION, (Los Angeles County
Super. Ct. No. 23STCP00398)
Appellant,
ORDER CERTIFYING
v. OPINION FOR PUBLICATION
(NO CHANGE IN APPELLATE
COUNTY OF LOS ANGELES et al., JUDGMENT)
Respondent.
THE COURT:
The above-entitled opinion filed on March 13, 2026 was not
certified for publication. It now appears the opinion meets the
standards for publication specified in California Rules of Court,
rule 8.1105(c).
IT IS HEREBY CERTIFIED that the opinion meets the
standards for publication specified in California Rules of Court,
rule 8.1105(c); and
ORDERED that the words “Not to be Published in the
Official Reports” appearing on page 1 of said opinion be deleted
and the opinion herein be published in the Official Reports.
There is no change in the appellate judgment.
____________________________________________________________
MARTINEZ, P. J. FEUER, J. STONE, J.
2