                NOT FOR PUBLICATION WITHOUT THE
               APPROVAL OF THE APPELLATE DIVISION

                                    SUPERIOR COURT OF NEW JERSEY
                                    APPELLATE DIVISION
                                    DOCKET NO. A-2573-15T2

MARC LARKINS, ACTING STATE
COMPTROLLER, STATE OF NEW
JERSEY, OFFICE OF THE STATE
COMPTROLLER,
                                        APPROVED FOR PUBLICATION
     Plaintiff-Respondent,                   June 15, 2017

v.                                        APPELLATE DIVISION

GEORGE J. SOLTER, JR.,
SUPERINTENDENT, NORTH BERGEN
DISTRICT BOARD OF EDUCATION
and NORTH BERGEN DISTRICT
BOARD OF EDUCATION,

     Defendants-Appellants.
_________________________________

         Argued June 6, 2017 – Decided June 15, 2017

         Before Judges Yannotti, Fasciale and Gilson.

         On appeal from Superior Court of New Jersey,
         Chancery Division, Hudson County, Docket No.
         C-108-15.

         Michael D. Witt argued the cause for
         appellants (Chasan, Leyner & Lamparello,
         P.C.,   attorneys;   Mitchell  L.   Pascual,
         Cheyne R. Scott and Mr. Witt, of counsel and
         on the briefs).

         James   A.   Carey,  Jr.,   Deputy   Attorney
         General, argued the cause for respondent
         (Christopher S. Porrino, Attorney General,
         attorney;   Melissa   H.   Raksa,   Assistant
         Attorney General, of counsel; Paul Davis,
         Deputy Attorney General, on the brief).
     The opinion of the court was delivered by

FASCIALE, J.A.D.

    Defendants           George     J.       Solter,      Jr.,        Superintendent

(Superintendent),        North     Bergen     District        Board    of   Education

(NBBOE),    and    the    NBBOE,    appeal     from     two    December     22,    2015

orders: one granting summary judgment to plaintiff Marc Larkins,

Acting State Comptroller (the State Comptroller), State of New

Jersey, Office of the State Comptroller (the OSC); and the other

denying     defendants'      cross-motion        to     compel        production      of

documents.        Defendants also appeal from             a February 11, 2016

order denying reconsideration of the orders.

    The      State    Comptroller        established          objective     criteria,

gathered    voluminous      information,       and     weighed       various   factors

before deciding to conduct a performance audit of the NBBOE.

Defendants insisted that the State Comptroller was obligated to

disclose his reasons for the audit before it commenced.                            As a

result,    they    conditioned      their    cooperation       on     receiving    that

information.

    In entering the orders, the judge determined the parties'

obligations by interpreting N.J.S.A. 52:15C-1 to -24 (the Act or

Enabling Statute).         Based on his review of the Act, the judge

concluded    that    the    State    Comptroller        had     no    obligation      to

explain his reasons for the audit.              Pursuant to N.J.S.A. 52:15C-




                                         2                                     A-2573-15T2
14(a),       the   judge    compelled      defendants         to    fully     assist    and

cooperate with the audit.

       The legal issue presented on appeal is whether the State

Comptroller was obligated to disclose his reasons for selecting

the NBBOE for a performance audit before commencing the audit.1

We    hold    that    the   Enabling      Statute      does   not     impose    any    such

requirement.          To hold otherwise would undermine the purpose of

the Act; render meaningless an auditee's unambiguous statutory

obligation to provide full assistance and cooperation with any

audit; and unduly delay the conduct of audits.                               We therefore

affirm.

                                          I.

       We    begin     by   summarizing        the    State    Comptroller's          role,

responsibility,         and   broad    administrative              powers.      Doing    so

informs our holding that the State Comptroller is not obligated

to justify, in advance of the audit, his reasons for selecting

the NBBOE for the performance audit.                     Undertaking this summary

provides further support for our conclusion that imposing such a

condition would substantially undermine the State Comptroller's

independent          oversight     role     in       safeguarding       efficient       and

independent          public      financial       control       and      accountability

statewide.

1
     The performance audit is ongoing.



                                             3                                   A-2573-15T2
       In   2007,      the       Legislature       recognized         that    the    size    of

governmental         agencies      had     been    steadily        growing     for    decades

because of new and escalating societal needs.                           N.J.S.A. 52:15C-

1.    Although the size of governmental agencies and authorities

had     been    expanding,         the     Legislature        acknowledged          that    the

State's        ability      to    manage     the        governmental         accountability

systems        had    not        matched     its        responsibility         to     subject

governmental         financial      activities          to   public    scrutiny.           Ibid.

Consequently, the Legislature declared it had a fundamental duty

to    the   taxpayers        to    oversee        and    promote      the     "professional

conduct of internal audits, [the] assurance on the adequacy of

internal financial controls within agencies of government, [and

the] assess[ment] [of] the adequacy of controls over financial

management, contracting, financial reporting and the delivery of

government        programs         and     activities          with     due     regard       to

efficiency, effectiveness and economy."                       Ibid.

       The Legislature determined there existed a compelling need

to ensure "independence and integrity in the financial oversight

of the discharge of its duties and responsibilities                                  [to be]

carried out in a manner and under a structure that safeguards

the fiscal resources with which it has been entrusted[.]"                                  Ibid.

As a result, the Legislature established the OSC, which the

State          Comptroller           administers,             to        satisfy            these




                                               4                                     A-2573-15T2
responsibilities.        Ibid.     It also created the OSC to "subject

governmental financial activities to uniform, meaningful, and

systematic public scrutiny[.]"         Ibid.

      To   strengthen     the    integrity    of    the   State    Comptroller's

statutory   duties,      the    Legislature    established        an    independent

governmental framework.          Pursuant to N.J.S.A. 52:15C-2, and to

comply with the provisions of article V, section IV, paragraph 1

of the New Jersey Constitution,2 the Legislature declared that

the OSC "shall be allocated in, but not of, the Department of

the Treasury.      Notwithstanding this allocation, the [OSC] shall

be   independent    of   any     supervision       or   control    by    the    State

Treasurer, or the department or by any division, board, office,

or other officer thereof."          In this independent Executive Agency

2
     This provision addresses the                  organization         of   various
administrative offices and states:

            All executive and administrative offices,
            departments, and instrumentalities of the
            State government, including the offices of
            Secretary of State and Attorney General, and
            their   respective   functions,     powers   and
            duties, shall be allocated by law among and
            within   not  more   than    twenty    principal
            departments, in such manner as to group the
            same according to major purposes so far as
            practicable.    Temporary    commissions     for
            special    purposes     may,     however,     be
            established by law and such commissions need
            not   be   allocated    within    a    principal
            department.

            [N.J. Const. art. V, § 4, ¶ 1.]



                                       5                                     A-2573-15T2
capacity,    the     Legislature     required         the    State    Comptroller          to

"report directly to the Governor."               N.J.S.A. 52:15C-2(b).

      The   State    Comptroller's      duties        include     a   wide    range       of

responsibilities under the Act.                Under his direction, the OSC is

responsible for conducting routine, periodic, and random audits

of entities with executive branch authority including "public

institutions of higher education, independent State authorities,

units of local government and boards of education."                            N.J.S.A.

52:15C-5(a).       Likewise, the OSC is responsible for "conducting

assessments of the performance and management of programs of

. . . public institutions of higher education, independent State

authorities, units of local government and boards of education

and   the   extent    to   which    they       are   achieving       their   goals       and

objectives."       Ibid.

      The Legislature consolidated within the OSC coordination

responsibility       for    internal       and       external     audit      functions.

N.J.S.A.     52:15C-7.         It      therefore            authorized       the      State

Comptroller to establish an independent "full-time program of

audit and performance review[.]"                 N.J.S.A. 52:15C-7(a).              Such a

program would be in addition to any audit or review conducted by

entities other than the OSC.            The Legislature also designed the

consolidation        of    these    functions          to      "provide       increased




                                           6                                       A-2573-15T2
accountability, integrity, and oversight of . . . all . . .

units of local government and boards of education[.]"                          Ibid.

       To fulfill his statutory obligations under the Act, the

Legislature directed the State Comptroller to establish various

guidelines.         The Legislature directed the State Comptroller to

adopt      rules      and     regulations          in     accordance          with      the

Administrative Procedure Act (APA), N.J.S.A. 52:14B-1 to -15,

"as    shall   be    necessary      to   implement       the    provisions      of     this

[A]ct."        N.J.S.A.      52:15C-19;      see    also       N.J.S.A.    52:15C-8(a)

(stating in part that the State Comptroller "shall, pursuant to

the     provisions     of    the    [APA],     adopt       rules    and    regulations

necessary to effectuate the purposes of this [A]ct").

       The State Comptroller enjoys broad powers under the Act.

Pursuant to N.J.S.A. 52:15C-8(a), the State Comptroller "shall

have    all    the   powers    necessary"      to       carry     out   his    statutory

duties, functions, and responsibilities.                    The State Comptroller

has authority to conduct financial audits pursuant to N.J.S.A.

52:15C-8(c)(2),        and    performance      audits       pursuant      to    N.J.S.A.

52:15C-8(c)(3).

       In accordance with N.J.S.A. 52:15C-8(c)(3), and pertinent

to this appeal, the State Comptroller is required to establish

objective      criteria       for    analyzing          whether    to     undertake       a




                                           7                                     A-2573-15T2
performance audit.    In deciding whether to conduct a performance

audit, the State Comptroller must use that criteria and

            weigh relevant risk factors, including, but
            not limited to: (a) the size of the entity's
            budget, (b) the entity's past performance,
            (c) the frequency, scope, and quality of any
            audits or reviews that have been performed
            regarding the entity's financial condition
            or    performance,   (d)    assessments   or
            evaluations of the entity's management,
            performance or financial condition such as
            those undertaken as part of the New Jersey
            Quality Single Accountability Continuum for
            school districts, and (e) other credible
            information which suggests the necessity of
            a review.

            [N.J.S.A. 52:15C-8(c)(3).]

In this section, reference to "entity" means "any unit in the

Executive   branch   of   State   government,   including   all   entities

exercising executive branch authority, public institutions of

higher education, independent State authorities, units of local

government and boards of education or their vendors."             N.J.S.A.

52:15C-8(c)(4).

                                   II.

    On March 31, 2015, a Director of the Audit Division in the

OSC (the Audit Director) wrote the Superintendent and explained

that the OSC had been analyzing whether to review the operations

of certain school districts statewide.          In his letter, the Audit

Director explained the OSC had focused on those school districts




                                     8                            A-2573-15T2
receiving     fifty   percent     or   more    of    their     fiscal     year   2013

budgets from State aid.         The NBBOE fell into that category.

      To determine whether to conduct the performance audit of

the NBBOE, the Audit Director requested the NBBOE produce the

following documentation for the period between July 2012 and

March 2015:

              1. Organizational Chart (including names of
              key personnel).

              2. Written policies and procedures governing
              expenditures (including payroll).

              3. Employment contracts for all bargaining
              units.

              4. Board meeting minutes.

              5. List, including vendor name, description
              of services and total amount paid, of all
              contracts exceeding $500,000.

              6. Download of financial and payroll data.

The   NBBOE    produced   a   majority       but   not   all   of   the   requested

information.

      On    May   21,     2015,    the       Audit   Director       notified      the

Superintendent that it intended to conduct the performance audit

of "selected fiscal and operating practices of the [NBBOE]."                         A

Deputy State Comptroller (the Deputy Comptroller) informed the

NBBOE that the OSC would conduct the audit in accordance with

applicable     governmental       auditing     guidelines.          The   OSC    then




                                         9                                  A-2573-15T2
scheduled a June 10, 2015 opening conference to address its

agenda.

    In anticipation of that conference, the OSC provided the

Superintendent   with   a    pamphlet,      which   contained   a    full

description of the OSC's mission, authority, and audit process.

The pamphlet listed such things as the dates the audit would

cover; the OSC's intention to examine the NBBOE's fiscal and

operating practices; and its plan to analyze the NBBOE's related

accounting   information    system    and   controls.    The    pamphlet

identified defendants' outstanding document responses, and the

OSC's request for additional documents:

          Outstanding [document] Request:

          a. Financial Data – Download (Excel format
          preferred) of check register, purchase order
          journal   and  general   ledger  identifying
          specific transaction information including
          but not limited to vendor/payee name and
          number; purchase order/check date, number,
          amount; account number charged, etc. for
          Fiscal Years 2013-2015. Provide file layout
          explaining data headings[;]

          b. Year-end payroll report for Fiscal Years
          2013-2015 (PDF or paper copy)[;]

          c. Policies 6422-6832 noted on table of
          contents or written confirmation that they
          are not used by the District[.]

          Additional [document] Request:

          d. Committee Report on the Administrative
          Reorganization of the North Bergen Public
          Schools[;]



                                     10                         A-2573-15T2
         e.   Tuition    Contract Agreements with
         Guttenberg Board of Education for Fiscal
         Years 2013-2015[;]

         f. All Job Description Manuals for Fiscal
         Years 2013-2015[;]

         g. Copy of Collective Bargaining Agreement
         covering Fiscal Year 2013 between North
         Bergen   Council   of    Administrators and
         Supervisors and [the NBBOE;]

         h. Copy of Collective Bargaining Agreement
         covering Fiscal Year 2013 between [the
         NBBOE]    and   North     Bergen    Education
         Association for Custodial and Maintenance
         Employees,     Housekeeping,      Audiovisual
         Technicians,  Security   Officers,   Computer
         Technicians, Attendance Officers, and Bus
         Drivers[;]

         i.       All       Executive     Employment
         Agreements/Contracts for Fiscal Years 2013-
         2015   (not   covered  under  a  Collective
         Bargaining Agreement)[;]

         j. Copy of contract with the Alamo Insurance
         Group for the administration of prescription
         services to Benecard Services, Inc[;]

         k. Meeting Minutes for January 2013 (we only
         received page [one])[.]

In addition to providing its agenda, the OSC submitted to the

Superintendent   an   Audit   Engagement   Information    Technology

Questionnaire.

    In advance of the opening conference, the NBBOE's counsel

communicated with the Deputy Comptroller as to why the State

Comptroller had selected the NBBOE for the audit.        He demanded




                                11                          A-2573-15T2
that she explain the State Comptroller's reasons for picking the

NBBOE    out   of   approximately       seventy    school   districts,     which

purportedly fell within the OSC's target group.                    According to

the NBBOE's counsel, the Deputy Comptroller explained to him

that the OSC's goal was to sample a school district from an area

in North Jersey and a school district from an area in South

Jersey.

       Defendants     then     made     multiple   requests    for     documents

pursuant to Open Public Records Act (OPRA), N.J.S.A. 47:1A-1 to

-13.     The NBBOE's counsel certified that he sought "information

on the selection process [for the performance audit] and the

identity of other districts . . . contacted by the OSC."                 In its

OPRA responses, the OSC withheld or redacted documents pursuant

to    OPRA's   advisory,       consultative,    deliberative       process,   and

investigation in progress exemptions.3

       On June 9, 2015, the NBBOE's counsel wrote the OSC and

stated "the [NBBOE] believes that it is entitled to know how it

was     selected    for   an    audit    and   what,   if   any,     weaknesses,


3
     Under a different docket number, the NBBOE challenged the
adequacy of plaintiff's OPRA responses.   On March 15, 2016, a
Law Division judge entered an order rejecting the NBBOE's
challenge, concluding plaintiff properly redacted and withheld
certain documents under OPRA and the deliberative process
privilege.   The Law Division judge dismissed that matter with
prejudice.    Defendants did not appeal from that order of
dismissal.



                                         12                             A-2573-15T2
inadequacies or failures [existed] in the entities['] financial

controls."         He stated that the State Comptroller's power to

conduct    audits      "appears          to    be     limited"          by   N.J.S.A.     52:15C-

8(c)(2), which unlike here, pertains to financial audits, not

performance       audits.          He     asserted         that     pursuant      to     N.J.S.A.

18A:23-1 and N.J.S.A. 18A:7A-10, the NBBOE "(1) ha[d] certified

financial audits performed on an annual basis[,] and (2) [was]

subject    to    review      by     the    State      of     New    Jersey      Department       of

Education       [(NJDOE)]         under        the     New        Jersey       Quality       Single

Accountability Continuum [(NJQSAC)]."

    On      June      10,     2015,       the        NBBOE's       counsel       attended       the

scheduled opening conference, but he maintained that the NBBOE

was entitled to know the State Comptroller's reasons for the

audit before it commenced.                    Later that day, the NBBOE's counsel

wrote to the OSC and stated that "[t]he [NBBOE] has essentially

asked two simple questions of the OSC: (1) how was the [NBBOE]

selected     for      this     audit;          and     (2)        has    the    OSC      met    the

requirements       necessary        under       its    own     enabling        legislation       to

authorize       the   audit       that    it    seeks        to    perform."           The     NBBOE

counsel    contended         that    the       State       Comptroller's         authority       to

proceed with the audit is statutorily "triggered by findings of

deficiency as to the [NBBOE] certified audit reports."                                         After

the NBBOE counsel refused to allow the performance audit to




                                                13                                       A-2573-15T2
proceed as planned, the State Comptroller directed the OSC audit

team to leave the opening conference.

      On June 11, 2015, the Deputy Comptroller issued a two-page

informal letter to the NBBOE's counsel.             She explained that the

NBBOE   was   not    entitled   to   the   information   requested   by    its

counsel.      She stated that the OSC had "absolute, unfettered

authority" to conduct a performance audit of the NBBOE pursuant

to the Act.       She further explained that the Enabling Statute did

not impose an obligation for the State Comptroller to disclose

an "identification of weaknesses" to the NBBOE as a condition to

conducting     the     performance     audit.        Defendants   did      not

administratively appeal to the State Comptroller from the June

11 letter.

      In her June 11 letter, the Deputy Comptroller asked counsel

whether the NBBOE intended to submit to the performance audit

without conditions "as required by law."              The NBBOE reiterated

its position that it was entitled to the information requested,

especially because the NBBOE had recently undergone audits by

the     NJQSAC,     and   had    received       a   purportedly   favorable

Comprehensive Annual Financial Report (CAFR) from an independent

consultant.       The NBBOE counsel certified that the NBBOE would

"not proceed[] with the opening conference unless and until the




                                      14                             A-2573-15T2
OSC ha[d] complied with [his interpretation of] the [Enabling

Statute]."

                                  III.

      In July 2015, plaintiff filed an order to show cause (OTSC)

and   this   verified   complaint.        In   the    verified      complaint,

plaintiff sought a declaratory judgment that it had "unfettered

authority to conduct a performance audit [of the NBBOE] pursuant

to N.J.S.A. 52:15-1, -5, -7, and -8(c)(3), without having to

demonstrate . . . that it has satisfied any preconditions before

commencing such performance audit[.]"          Plaintiff sought an order

compelling   defendants'   full   cooperation        with   the    performance

audit.

      In its proposed OTSC, plaintiff identified Rule 4:67-1(b)

(allowing summary applications under certain circumstances where

the matter may be completely disposed of in a summary manner).

The   proposed   OTSC   sought    various      declarations       interpreting

N.J.S.A. 52:15-1, -5, -7, and -8(c)(3).           Plaintiff withdrew the

OTSC,4 defendants filed their answer to the verified complaint,

and the matter proceeded to pre-trial discovery.

      In pre-trial discovery, defendants demanded production of

all documents relating to the audit; propounded interrogatories


4
    The parties agree that plaintiff withdrew the OTSC for lack
of proper service.



                                     15                               A-2573-15T2
seeking    a     detailed     description       of    "the    protocol,       procedure,

and/or process utilized by [plaintiff] in selecting the NBBOE

for the audit"; and served deposition notices for the State

Comptroller, Deputy Comptroller, and Supervising Audit Manager

of the OSC.

     Plaintiff         explained    that    it       had    produced      the   demanded

documents in response to defendants' numerous OPRA requests, and

that the deliberative process privilege protected the remaining

items sought.         At this point, plaintiff categorized this lawsuit

as   an        "enforcement      action     seeking          an       order   compelling

[d]efendants' [full] cooperation with [plaintiff's] performance

audit     as    mandated    by   [the     Enabling         Statute]."         Thereafter,

plaintiff filed its motion for summary judgment, and defendants

cross-moved to compel production of discovery.

     At        oral   argument    before    the      judge,       a    Deputy   Attorney

General    (DAG)      stated     that   plaintiff          sought     summary    judgment

pursuant to Rule 4:67-6 (governing the process for enforcing

agency orders).         The DAG stated to the judge that "the State is

. . . moving under [Rule 4:67-6(c)(2)] to enforce the State's

[']order['] . . . to undergo and cooperate with an audit."                             The

DAG attempted to enforce the June 11, 2015 letter, and requested

an order compelling defendants to cooperate unconditionally with

the audit.




                                           16                                    A-2573-15T2
      The judge granted plaintiff's motion for summary judgment

without relying on Rule 4:67-6, denied the NBBOE's cross-motion

for production of discovery, and rendered a written decision.

As   to      the    cross-motion,          the    judge      determined          that    the

deliberative       process        privilege       precluded       production       of     the

requested     discovery.           Then    the    judge     concluded       the     NBBOE's

conditional cooperation contravened the Act's statutory scheme.

He   found    that    the   State        Comptroller      established       and     weighed

objective      criteria,       which       justified        the    performance          audit

pursuant      to     N.J.S.A.           52:15C-8(c)(3).                Relying     on     his

interpretation       of     the    Act,     the     judge    rejected       the     NBBOE's

attempt to impose preconditions to its statutory obligation to

cooperate with the State Comptroller's audit.

      The NBBOE moved for reconsideration contending primarily

that the State Comptroller had failed to comply with the Act by

providing his reasons for selecting the NBBOE for the audit.

Plaintiff      repeated       its        position     that        no     such     statutory

requirement        existed,       and    cross-moved        to    enforce        litigant's

rights    pursuant     to     Rule      1:10-3.      As     to    the    reconsideration

motion, the judge stated that the

              Enabling    Statute    "simply   establishes
              objective criteria and other factors which
              [the State Comptroller] must consider during
              its selection process." I further held that
              the [Enabling] Statute does not require [the
              State Comptroller] "to make any disclosure



                                            17                                     A-2573-15T2
               or provide some rationale to the auditee
               before conducting its audit, or to provide
               some rationale that i[t] has complied with
               its   statutory     obligations."    .    .   .
               Defendants    argue    once   again,    without
               offering any support for their argument,
               that [the State Comptroller] must satisfy
               preconditions    before     [d]efendants    are
               required to comply with the audit. Again, I
               reject this argument.

The    judge     denied      reconsideration,        and   enforced      the    court's

December 22, 2015 order.

                                         IV.

       On appeal, the NBBOE argues generally that plaintiff failed

to comply with the Enabling Statute; genuine issues of material

fact    preclude        summary      judgment;       the     deliberative       process

doctrine is inapplicable; and the court failed to conduct an in

camera review of records.

                                         A.

       Before reaching the merits of defendants' contentions, we

briefly address the procedural posture of the appeal.                            At no

point    did     the    NBBOE       administratively       appeal   to    the     State

Comptroller      from     the    informal     determination      contained      in    the

June    11   letter     of    the   Deputy     Comptroller.       Thus,    the    State

Comptroller      never       rendered   a    final   agency    determination         from

which the NBBOE could appeal to us.                   Instead, as evidenced in

the    OSC's     verified       complaint     and    OTSC,    plaintiff     sought      a




                                             18                                A-2573-15T2
summary declaration to enforce its rights under the Act pursuant

to Rule 4:67-1(b).

      At oral argument before the judge, plaintiff erroneously

relied in part on Rule 4:67-6, which vests in the trial court

jurisdiction         for     agency         enforcement     proceedings          and

simultaneously preserves our exclusive jurisdiction to review

the   merits    of    agency    determinations       pursuant     to    Rule    2:2-

3(a)(2).    Rule 4:67-6 generally applies to actions brought by an

agency to enforce "an order already entered by it."                     Pressler &

Verniero, Current N.J. Court Rules, comment 2 on R. 4:67-6(a)(1)

(2017).    Here, there is no such order from the State Comptroller

to enforce.

      Under certain circumstances, which do not exist here, a

trial court may simultaneously address whether to enforce an

agency    order   and      consider    an    objection    that    the    order    is

invalid.       For example, Rule 4:67-6(c)(2) states in part that

"[i]f enforcement of an order is sought pursuant to [Rule] 1:9-6

and no proceeding is pending in the Appellate Division to review

or seeking to review its validity, [then] such review shall be

had in the trial court by way of defense to enforcement."                       Rule

4:67-6(c)(2),        however,   pertains       to   enforcement    of    an    order

sought     pursuant     to   Rule     1:9-6.        Plaintiff     did   not     seek




                                        19                                A-2573-15T2
enforcement of an order pursuant to Rule 1:9-6.                            As a result,

plaintiff's reliance on Rule 4:67-6(c)(2) is misplaced.

      Nevertheless,          plaintiff           correctly       filed    its      verified

complaint     and     OTSC     seeking      to        enforce    defendant's      statutory

obligation to cooperate with the State Comptroller's audit under

the   Act     pursuant       to     Rule     4:67-1(b).           The    judge     properly

adjudicated the controversy and entered declaratory relief.                               As

a result, we consider the matter on the merits.

                                            B.

      When reviewing an order granting summary judgment, we apply

"the same standard governing the trial court."                            Oyola v. Liu,

431 N.J. Super. 493, 497 (App. Div.), certif. denied, 216 N.J.

86    (2013).       We       owe    no     deference        to    the    motion    judge's

conclusions on issues of law.                     Manalapan Realty, L.P. v. Twp.

Comm. of Manalapan, 140 N.J. 366, 378 (1995).                            Applying these

standards, we conclude there was no error.

      It is undisputed that defendants refused to proceed until

the State Comptroller explained why he selected the NBBOE for

the audit.       On June 11, 2015, the NBBOE's counsel stated in

writing that the NBBOE "did not proceed on June 10, 2015 because

[in    his    view]      the       OSC     has        refused    to   comply     with    the

requirements of N.J.S.A. 52:15C-8(c)."                          On June 17, 2015, the

NBBOE's      counsel     wrote      the     Deputy        Comptroller     repeating      his




                                                 20                                A-2573-15T2
position    that        there   existed       "conditions         precedent    to     the

exercise    of    the    performance        audit[.]"        He    attached    a    legal

analysis     to     his     letter,         which    further        concluded        that

"fundamental       fairness         and     the     mutual        respect     owed     by

governmental entities" required the State Comptroller to give

his rationale for the audit request.                  As a result, we turn our

attention    to    the    issue     of    whether    the    State    Comptroller       is

required    to    disclose      his      reasons    for    seeking    a     performance

audit.    We review that legal issue de novo.

    Well-settled legal principles govern our interpretation of

the Act.     "The Legislature's intent is the paramount goal when

interpreting a statute and, generally, the best indicator of

that intent is the statutory language."                    DiProspero v. Penn, 183

N.J. 477, 492 (2005).           In interpreting a statute, we give words

"'their    ordinary       meaning     and    significance,'        recognizing       that

generally the statutory language is 'the best indicator of [the

Legislature's] intent.'"              Tumpson v. Farina, 218 N.J. 450, 467

(2014) (alteration in original) (quoting DiProspero, supra, 183

N.J. at 492).       We read each statutory provision "in relation to

other constituent parts so that a sensible meaning may be given

to the whole of the legislative scheme."                    Wilson ex rel. Manzano

v. City of Jersey City, 209 N.J. 558, 572 (2012).                           "[I]f there

is ambiguity in the statutory language that leads to more than




                                            21                                 A-2573-15T2
one plausible interpretation, we may turn to extrinsic evidence,

'including       legislative       history,     committee     reports,         and

contemporaneous construction.'"             DiProspero, supra, 183 N.J. at

492-93 (quoting Cherry Hill Manor Assocs. v. Faugno, 182 N.J.

64, 75 (2004)).

       The plain text of the Act demonstrates that unconditional

cooperation by an auditee is essential to the State Comptroller

fulfilling       his    statutory      duties      and      responsibilities.

Unconditional cooperation is also fundamental to achieving the

goal    of   "subject[ing]     governmental      financial    activities        to

uniform,     meaningful,       and    systematic     public      scrutiny[.]"

N.J.S.A. 52:15C-1.        The Legislature unambiguously declared in

N.J.S.A. 52:15C-14(a) that

             [a]ll units in the Executive branch of State
             government, including entities exercising
             Executive   branch  authority,   independent
             State authorities, public institutions of
             higher education, units of local government
             and boards of education and their employees
             shall    provide   full    assistance    and
             cooperation with any audit, performance
             review or contract review by the State
             Comptroller.

             [(Emphasis added).]

An     auditee   is    therefore     unambiguously       required   to      fully

cooperate and assist the State Comptroller with any audit.                    Such

cooperation and assistance is mandatory.




                                       22                                A-2573-15T2
      An auditee may not condition its cooperation and assistance

on the State Comptroller first explaining why he selected the

auditee for the performance audit.                     Such a contingency would

compromise the State Comptroller's role of providing independent

financial oversight.              And it would potentially delay the audit,

like here, by requiring the State Comptroller to justify his

reasons for the performance audit before it commenced; respond

to   numerous      OPRA     requests;      litigate    a    separate    OPRA      lawsuit

against the OSC; review extensive document demands and multiple

interrogatories; and object to deposition notices of several OSC

individuals, including the State Comptroller himself.                             Nothing

in the Act indicates that the Legislature envisioned such                                a

protracted        process     when    it     created    the    position      of     State

Comptroller and the OSC.

      Rather,       the     State     Comptroller       employed       the   procedure

outlined     in     the     Act    for     deciding    whether     to    conduct      the

performance       audit.          Pursuant   to    N.J.S.A.    52:15C-8(c)(3),          he

established       and     weighed    various      factors    before     selecting     the

NBBOE for the performance audit.                  Among other things, the State

Comptroller analyzed organizational charts, written policies and

procedures governing expenditures, specific employment contracts

for bargaining units, board meeting minutes, vendor names and

services     for        contracts        exceeding     $500,000,      payroll      data,




                                             23                                 A-2573-15T2
committee reports, job description manuals, and other executive

employment agreements.                The judge was satisfied, and so are we,

that the State Comptroller adhered to the procedure listed in

N.J.S.A. 52:15C-8(c)(3).

    The Legislature could have required the State Comptroller

disclose       to    a     prospective      auditee       the     risk     factors        that    it

considered          when    evaluating       whether       to    conduct        a    performance

review.         It       could    have     tied      an   auditee's        cooperation           and

assistance to disclosure by the State Comptroller of his reasons

for selecting that auditee before commencing the audit.                                   But the

Legislature did not impose any such requirements.                                   And for good

reason:    requiring          conditional         cooperation       would           telecast     the

State Comptroller's concerns to the auditee; hinder the State

Comptroller's              fundamental       role         of     providing           independent

oversight           and      ensuring        public            financial        control          and

accountability statewide; and would have a substantial adverse

impact    upon       the     goal     of   transparently          managing          the   State's

increased governmental systems.

    Imposing such a requirement would also require us to re-

write    the    Enabling          Statute,    a      function     that     is       not   ours    to

perform.        DiProspero, supra, 183 N.J. at 492.                             Requiring the

State    Comptroller             to   provide     his     reasons        for    conducting         a

performance audit before commencing the audit would therefore




                                                24                                        A-2573-15T2
fly   in   the    face    of    the    Act's          central    purpose     and     statutory

scheme.

                                             C.

      We reject defendants' contention that the judge erred by

denying     their        cross-motion            for     production        of        discovery.

Defendants       assert    that      the     judge      misapplied     the      deliberative

process privilege.          Defendants argue that the judge should have

conducted an in camera review of documents.

      Defendants          demanded          documents           revealing           plaintiff's

"protocol,       procedure,         and/or       process"       employed     by      the   State

Comptroller to select the NBBOE for the audit.                                    As we have

previously       stated,       the    Legislature           established         a     statutory

scheme     intending           to     promote           fiscal     responsibility             and

accountability at all levels of government.                           Requiring the OSC

to reveal its internal reasons for selecting an auditee would

significantly       undermine         the        State    Comptroller's             independent

oversight role in safeguarding efficient and independent public

financial    control       and       accountability             statewide.           For   these

reasons    alone,    defendants            are    not     entitled    to     this      type    of

discovery.

      As to the judge's application of the deliberative process

privilege, we note the following longstanding principles.                                     The

doctrine existed before OPRA was enacted in 2001, see In re




                                                 25                                    A-2573-15T2
Liquidation of Integrity Ins. Co., 165 N.J. 75, 83-85 (2000),

and was since codified as an OPRA exemption in N.J.S.A. 47:1A-

1.1.       "Although         OPRA     rather      broadly      defines       what     is     a

'government record,' it expressly provides that the term 'shall

not include inter-agency or intra-agency advisory, consultative

or deliberative material.'"                  Ciesla v. N.J. Dep't of Health &

Sr. Servs., 429 N.J. Super. 127, 137 (App. Div. 2012) (quoting

N.J.S.A.    47:1A-1.1).             "This    exemption       has   been     construed       to

encompass       the    deliberative         process       privilege,    which       has    its

roots in the common law."              Ibid. (citing Educ. Law Ctr. v. N.J.

Dep't of Educ., 198 N.J. 274, 284 (2009)).

       Under the doctrine, the government may withhold documents

that      include        "advisory          opinions,         recommendations,             and

deliberations         comprising      part     of     a    process     by    which        [its]

decisions and policies are formulated."                      Id. at 137 (alteration

in original) (quoting Integrity, supra, 165 N.J. at 83).                                   For

the    privilege        to   apply,     the       document     needs        to    meet     two

requirements.          Id. at 138.          First, an agency must prove that a

document    is        "'pre-decisional,'          i.e.,      'generated          before    the

adoption of an agency's policy or decision.'"                             Ibid. (quoting

Integrity, supra, 165 N.J. at 84).                    Second, the document must be

deliberative, meaning it "contain[s] opinions, recommendations,

or     advice    about       agency    policies."             Ibid.    (alteration          in




                                             26                                     A-2573-15T2
original)         (quoting     Integrity,         supra,    165     N.J.       at    84-85).

Deliberative        material       may     include      material     involved        in    the

exercise of "policy-oriented judgment," Educ. Law Ctr., supra,

198   N.J.    at     295,    or    "policy-infused         decision[s,]"             Ciesla,

supra, 429 N.J. Super. at 142.                 "A court must assess such fact-

based documents against the backdrop of an agency's deliberative

efforts      in    order     to    determine       a    document's      nexus       to    that

process, and its capacity to expose the agency's deliberative

thought-processes."           Educ. Law Ctr., supra, 198 N.J. at 299-300.

The   documents       in    question       undoubtedly      expose      the    OSC's      pre-

decisional         opinions,       recommendations,         or     advice      about       its

policies and thought-processes.

      Here, plaintiff withheld an internal OSC audit proposal,

planning memorandum, and risk/priority evaluation.                              The audit

proposal memorialized the OSC's preliminary analysis, applied

certain objective criteria established by the State Comptroller,

and   contained        the        OSC's     recommendations.             The        planning

memorandum        revealed     the    OSC's       strategic      pre-decisional           risk

analysis,     and     provided       the    State      Comptroller      with    the      OSC's

risk/priority evaluation.

      These       documents       implicitly      reflected       the   OSC's       internal

deliberative pre-decisional process and policy recommendations

to the State Comptroller as to whether to audit certain school




                                             27                                     A-2573-15T2
districts.     The documents demonstrated, from a pre-decisional

policy perspective, not only what school districts to audit, but

also what conduct to audit.               And the documents showed the OSC's

pre-decisional policy determinations as to how to perform the

audits.     In addition, the documents included consideration of

additional     objective          criteria,      beyond    those     mentioned       in

N.J.S.A. 52:15C-8(c)(3).

    Such internal policy communication within the OSC is vital

to the State Comptroller's ability to safeguard efficient and

independent        public     financial         control       and    accountability

statewide.         And     such    OSC    communication        enables     the   State

Comptroller    to        perform    his    independent        statutory     oversight

functions     designed       to    fundamentally        strengthen       governmental

fiscal    responsibility           and     accountability.               Furthermore,

production    of    such     information        would   arm    auditees     with    the

ability to hinder performance audits.

    We conclude that defendants' remaining argument, that the

judge abused his discretion by failing to perform an in camera

inspection    of    the     documents,     is    without      sufficient    merit    to

warrant discussion in a written opinion.                      R. 2:11-3(e)(1)(E).

We add the following brief comments.

    The record, which contains numerous certifications, shows

the judge could readily determine that the documents were not




                                           28                                A-2573-15T2
subject to disclosure.    Like in cases involving OPRA, courts

must balance the need for confidentiality against the public

interest for information before determining whether to conduct

an in camera review of documents.   See Loigman v. Kimmelman, 102

N.J. 98, 112-13 (1986).   Documents exempt from access are not

subject to in camera review.   Paff v. N.J. Dep't of Labor, Bd.

of Review, 379 N.J. Super. 346, 355 (App. Div. 2005).   Here, the

trial court found correctly that "public interest favored [the

OSC]," and there was no need for an in camera review.   As such,

they are exempt from disclosure.

    Affirmed.




                               29                        A-2573-15T2
