dissenting, in which HARRELL and CATHELL, JJ., join.
The majority holds that a Memorandum of Agreement between the City and the Maryland Historical Trust is a private agreement to which taxpayers are mere incidental beneficiaries, and as a result, the appellant taxpayer suing to enforce the Agreement, lacks standing to do so. The majority, therefore, affirms the lower court’s motion to dismiss the appellant’s action, citing a lack of a justiciable controversy. In actuality, the appellant has taxpayer standing, as it alleges a violation of State law by the City and the Maryland Historical Trust through its alleged approval of a land use project. Additionally, the Memorandum of Agreement is a contract so inextricably bound with the land uses to be developed that it *38creates land use standing and cannot be considered a purely private contract. For these reasons, I dissent.
I.
The appellant is 120 West Fayette Street, LLLP, a business entity and neighboring landowner to the development site in dispute. The appellees are the City of Baltimore (“the City”), the Baltimore Development Corporation (“BDC”), Lexington Square Developers, LLC, d/b/a Lexington Square Partners (“the developers”), and the Maryland Historical Trust (“MHT”). The contract in question is a January 2001 Memorandum of Agreement (“MOA”) between the MHT and the City relating to the treatment of historic properties in connection with the Baltimore City Market Center Urban Renewal Area (a land use redevelopment project) commonly known as the “Superblock.”1 It was made necessary, as the majority acknowledges, 120 West Fayette Street, LLLP v. Mayor and *39City Council of Baltimore, Op. at 18, 43 A.3d at 357 (2012), as a result of the inclusion in the budget bill of language conditioning the Maryland Stadium Authority’s receipt of $1 million in funds on “the City of Baltimore and the Maryland Historic Trust ... reach[ing] an agreement on how to minimize the demolition of structures which contribute to the Market Center National Register Historic District.” See 2000 Md. Laws, ch. 204 § 1, DA03.60(2). The MOA requires the City to submit Superblock redevelopment plans to the MHT for approval.2 That MHT is the approval authority is appropriate given the issues and matters at stake and is, in fact consistent with, and authorized by, the statutory authority granted to the MHT by the General Assembly in Maryland Code (2001, 2009 RepLVol.) §§ 5A-325 (h)3 and 5A-326 (h)4 of *41the State Finance and Procurement Article and Section 110 of the National Preservation Act of 1966.5 These federal and *42state provisions relate to review of projects that may adversely affect historic properties and the consultations that are required to be made in order to avoid or mitigate adverse effects.
The first four redevelopment plans the City submitted to the MHT were rejected on grounds that the developers failed to present a plan acceptable under the MOA, due to a failure to retain enough historic properties. In each instance, the rejection, not surprisingly, was communicated by the Director of MHT, Rodney Little, but on behalf of the MHT.6 That he was acting in a representative capacity is made clear by the language he used in those rejection letters: “We are writing to provide our initial comments;” “the Trust cannot concur in this plan;” “[w]e have determined that the [development plan] provided to the Trust ... does not meet the minimum requirements in the MOA and Strategic Plan,” etc. In response to the fifth set of development plans, submitted in December 2010, Little, acting without the authorization of the MHT and, therefore, in an individual capacity, gave conditional approval to redevelopment plans that were not appreciably different than the preceding rejected submissions. That this is true is obvious from the letter itself. In it, consistently with the prior letters, Little states “[w]e have reviewed this design for the redevelopment of ‘Superbloek’ and assessed its effects on historic resources ... [t]he current proposal will have substantial adverse effects on historic resources.” He then asserts “[t]he current conceptual design (October 21, 2010) includes revisions and measures that will minimize or mitigate some of these adverse effects[,]” concluding “[o]ur office has determined that the current [Lexington Square Partners] proposal minimizes or mitigates the adverse effects of their project on the historic district ... [w]ithin these constraints, *43our office is prepared to approve the proposed design with the following conditions.... ”
Rather than referring to “the Trust,” he uses the term, “our office,” substituting that entity as the source of the conditional approval. Of greater importance, unlike in the case of the prior letters, where Little did not leave his personal contact information, he ends the letter, “[I]f you have any questions concerning this determination, please contact me at (410) 514-7602 or rlittle@mdp.state.md.us.”
The appellant, whose office building is located physically across the street from, and overlooks, the Superblock, filed in the Circuit Court for Baltimore City an action challenging the proposed demolition in the Superblock, premised on Little’s approval of the development plans. Naming the appellees as defendants, it alleged, among other things, that the agents of the governmental defendants that purported to approve demolition plans within an area of the Superblock engaged in certain ultra vires acts. The gravamen of the Complaint is that the appellees were involved in an “illicit circumvention of appropriate approval for demolition plans” of historically significant buildings in the Superblock. More particularly, the appellant proffered that the City “maneuvered to putatively gain an ultra vires, bogus approval for development of the Superblock that spurns statutorily and contractually mandated objectives of preservation in favor of the developer’s ‘nonnegotiable business model.’ ” As the Circuit Court recognized in its Memorandum of Opinion, “the Plaintiffs assert that it is not the contract between the Defendants, per se, that the Plaintiffs seek to enforce, but rather what Plaintiffs term was the ultra vires approval of the plans themselves by the Executive Director of the Maryland Historical Trust.” 120 West Fayette Street, LLLP v. Mayor and City Council of Baltimore, No. 24-C-11-002775, slip op. at 11. In response to the Defendants’ counter-assertion that the appellant’s lawsuit was based exclusively upon the MOA, the appellant noted “that ‘Maryland Historical Trust places heavy reliance on Sections 5A-325 and 5A-326 of the State Finance and Procurement *44Article ... [although] neither provision appear[s] on the face of the MOA.’ ” Id. at 12.7
*45The Complaint and exhibits detailed the rejection of the four demolition proposals under the MOA because each proposal was not preservation protective. The allegations that the City and developers unlawfully circumscribed the MOA requirements were specified in paragraphs 23 to 29 of the Complaint. Read as a whole, they allege that BDC’s president, M.J. Brodie, fearing another rejection of the plans of its chosen developer, gathered, without any notice to the MHT’s Board of Trustees, “a meeting among senior representatives of the State ..., the City ... and [the developer] to discuss this serious matter.” At the gathering, these “heavyweights” were arrayed against Little and one other Trust employee, according to the allegations of the Complaint, for the purpose of placing intense political pressure on Little for the benefit of the developer. As a result of the meeting, Little, without notice to the Board, and under what he felt was enormous political pressure, issued his letter of conditional and “reluctant acceptance.”
The Board of MHT was not advised, by Little, and did not learn of Little’s putative approval of the redevelopment plans until a month or so later, when Preservation Maryland, by letter, provided that notification. During the period following Little’s purported approval, including that period before the Board of MHT received notification that Little had given approval, the City, despite being aware that the December letter approving the redevelopment plan was from Little and represented the position of his “office,” and not the MHT, but acting on that “approval,” proceeded to accept the proposed demolition plan. Following a meeting, the MHT Board conveyed its thoughts to the Mayor. “[S]trongly disagreeing] with the Trust Director’s determination in this case” and reiterating what it had said four times before, the MHT Board concluded, “that the current proposal does not conform to the provisions or intent of the Memorandum of Agreement.” It *46asked that the Director’s December 22, 2010 letter of conditional approval be rescinded.8 That request was denied. Indeed, the City, brushed aside the MHT Board’s complaint and disapproval.
The appellees all filed Motions to Dismiss the Complaint, which were heard before the parties had a chance to engage in discovery. The trial court granted their motions, dismissing the appellant’s Complaint on the grounds that it was neither in privity with, nor a third party beneficiary of, the MOA, a private contract.
II.
In RRC Northeast, LLC v. BAA Md., Inc., 413 Md. 638, 643-44, 994 A.2d 430, 433-34 (2010), we stated:
*47Considering a motion to dismiss a complaint for failure to state a claim upon which relief may be granted, a court must assume the truth of, and view in a light most favorable to the non-moving party, all well-pleaded facts and allegations contained in the complaint, as well as all inferences that may reasonably be drawn from them, and order dismissal only if the allegations and permissible inferences, if true, would not afford relief to the plaintiff, i.e., the allegations do not state a cause of action for which relief may be granted ... Upon appellate review, the trial court’s decision to grant such a motion is analyzed to determine whether the court was legally correct.
(Internal citations omitted).
This Court is also aware that “a motion to dismiss ‘is rarely appropriate in a declaratory judgment action.’ ” 120 West Fayette Street, LLLP v. Mayor and City Council of Baltimore, 413 Md. 309, 355, 992 A.2d 459, 487 (2010) (“Superblock II ”) (citing Broadwater v. State, 303 Md. 461, 466, 494 A.2d 934, 936 (1985)) (quoting Shapiro v. Bd. of County Cmm’rs, 219 Md. 298, 302-03, 149 A.2d 396, 398-99 (1959)). “When a complaint fails to allege a justiciable controversy, however, a motion to dismiss is proper.” Superblock II, 413 Md. at 356, 992 A.2d at 488. See also Md.Code Ann., Cts. & Jud. Proc. § 3-409(a)(1). “To be justiciable the issue must present more than a mere difference of opinion, and there must be more than a mere prayer for declaratory relief.” Superblock II, 413 Md. at 356, 992 A.2d at 488 (citing Hatt v. Anderson, 297 Md. 42, 46, 464 A.2d 1076, 1078 (1983)).
This case, essentially, requires a determination of standing, which must be asserted properly before this Court can address the merits of the allegations. This Court has held, and the majority recognizes, that standing exists in the case of urban renewal plans by virtue of the land use decisions inevitably involved. 120 West Fayette, Op. at 28, 43 A.3d at 363-64. In 120 West Fayette Street, LLLP v. Mayor and City Council of Baltimore, 407 Md. 253, 272, 964 A.2d 662, 673 (2009) (Superblock I), we stated
*48“Because ‘land use ... is at least one of the prime considerations with which an urban renewal plan is reasonably sure to be concerned,’ Master Royalties v. Balto. City, 235 Md. 74, 92, 200 A.2d 652, 661 (1964), we conclude that the principles that confer standing upon an adjoining, confronting or neighboring property owner to seek judicial review of land use decisions, logically extend to an adjoining, confronting or neighboring property owner that is challenging a municipalities’ allegedly illegal avoidance of urban renewal and procurement ordinances. Cf. Schweig v. City of St. Louis, 569 S.W.2d 215 (Mo.App.1978) (reasoning that since nearby property owners have standing to challenge zoning ordinances, nearby property owners also had standing to challenge the legality of a municipal redevelopment project since the owners could have suffered harm if the project was mismanaged or not completed).”
See also Boitnott v. Mayor and City Council of Baltimore, 356 Md. 226, 234, 738 A.2d 881, 885 (1999) (“Maryland has ‘gone rather far in sustaining the standing of taxpayers to challenge ... alleged illegal and ultra vires actions of public officials.’ ”) (citing Inlet Associates v. Assateague House Condominium Ass’n, 313 Md. 413, 441, 545 A.2d 1296, 1310 (1988)) (quoting Thomas v. Howard County, 261 Md. 422, 432, 276 A.2d 49, 54 (1971)); Sugarloaf Citizens’ Assoc. v. Dep’t of Env’t, 344 Md. 271, 297, 686 A.2d 605, 618 (1996) (“In actions for judicial review of administrative land use decisions an adjoining ... property owner is deemed, prima facie ... a person aggrieved.”).
The appellant clearly has met the requirements for asserting taxpayer standing in a land use case. Appellant is an adjacent landowner, a State and City taxpayer, and is challenging both a State official’s and the City’s decision to approve redevelopment of Superblock, and in the process, destroy several historical properties and forever alter the landscape and tone of Baltimore, without proper approval from the MHT, as required by State law. The point of contention with the majority is whether there has been a claim that City and State officials have acted outside of their govern*49mental authority in making a land use decision. There has been. The appellant, in its two-pronged Complaint, see supra note 7, alleges that the City, a State unit, purported to circumvent its legal duty of cooperation with the MHT and execute the Land Disposition Agreement (“LDA”), by way of Director Little’s conditional approval, in violation of State laws pertaining to the MHT. The majority seems to believe that the appellant’s only claim is that Little acted in breach of the MOA. In actuality, the appellant has validly asserted that Little acted ultra vires because his actions violated not only the MOA, but provisions of the Maryland Code as well. The majority distinguishes the instant case from Superblock II, because, there, 120 West Fayette alleged that the LDA, a land use instrument, violated City laws, whereas here, the MHT approval process, a non-land use instrument, derives from the MOA and not from City law. 120 West Fayette, Op. at 28, 43 A.3d at 363-64. This assertion is incorrect.
Pursuant to the MOA, it is the MHT’s duty to approve, disapprove, or conditionally approve the City’s development plans for the Superblock within 30 days of their submission for review.9 The MHT is “an instrumentality of the State ... a body corporate,” see § 5A-310 (b), that is “charitable and ... intended to benefit the residents of the State.” § 5A-311 (b). Its governing body is a Board of Trustees of the Trust, *50consisting of 15 trustees, § 5A-313 (a)(1), eight of whom constitute a quorum. § 5A-315 (a). “The Board shall exer.cise the powers and duties of the Trust,” § 5A-318 (a), although it may “delegate any of the powers of the Trust to one or more trustees or the Director.” § 5A-318 (b)(15). The Director acts as the chief administrative officer of the Trust, § 5A-316 (a)(2), performing his duties, however, “[u]nder the direction of the Board” and as “the Board prescribes.” § 5A-316 (e). The 30-day approval clause in the MOA derives from § 5A-326 (a)(2), which states that, “[i]n cooperation with the Trust and subject to available resources, each State unit shall ... ensure that no property listed in or eligible to be listed in the Historic Register is inadvertently transferred, sold, demolished, destroyed, substantially altered, or allowed to deteriorate significantly!)]” It is significant that it is the “Trust,” and not the Director, to whom the § 5A-326 (a)(2) responsibility, in cooperation with a State Unit, of safeguarding historic properties is entrusted. It is also significant that § 5A-326 (a)(2) is a provision that authorizes the Trust, for the benefit of State residents, to protect historical properties by preventing their sale, destruction or alteration. These actions are land use decisions of an administrative body and State unit, especially given the instant context.
The Director, as mandated by the State and Finance Procurement Article of the Maryland Code, is not authorized to make decisions single-handedly about the destruction of historic properties, as his authority stems only from power delegated to him by the Trust. All decisions are required to be made by the Trust, meaning, at minimum, a quorum of the MHT Board members, and for the intended benefit of the State’s residents. Here, the appellant has alleged that BDC President Brodie and MHT Director Little exercised power not delegated to them when they circumvented the MHT’s Board of Trustees review and approval responsibility to enact a development plan that, due to its endorsement of the destruction of multiple historic buildings, had previously been deemed insufficient, by the MHT, to meet the MHT standards. There is clear evidence, in the light most favorable to *51the appellant, see RRC Northeast, 413 Md. at 643-44, 994 A.2d at 433-34, that Little was not merely exercising powers delegated to him by the Trust, because the Trust almost immediately expressed disapproval of his act and attempted to rescind his conditional approval to halt the Urban Renewal Plan. The appellant’s action is not merely based on the terms of the MOA; it is based on State law, and therefore the appellant has properly asserted its standing as a taxpayer.
The majority distinguishes the instant appeal from Super-block I, holding that, here, 120 West Fayette failed to state a justiciable claim because it is only claiming a breach to a contractual provision to which it was not privy, whereas in Superblock I, 120 West Fayette claimed a violation of the Baltimore City Charter or City laws. 120 West Fayette, Op. at 28, 43 A.3d at 363-64. I disagree. Looking strictly at the Complaint, as this is a standing issue, in the light most favorable to the appellant, see RRC Northeast, 413 Md. at 643-44, 994 A.2d at 433-34, there is a valid taxpayer challenge to the unlawful approval by the City and State. The majority also distinguishes the instant appeal from Superblock I, and several other cases, because, here, there has been no violation of a land use ordinance, zoning classification, development permit, etc. Id. at 30-31, 43 A.3d at 365. I also disagree with that conclusion, as this Court has never so strictly defined or limited the definition of a land use decision.
In Superblock I, the appellant sued the City, alleging that it illegally entered into the LDA, a private land use contract, to sell the Superblock to Lexington Square Partners, LLC. 407 Md. 253, 258, 964 A.2d at 664. 120 West Fayette argued that the City, and its agent, the BDC, unlawfully violated and manipulated the Request for Proposals process, in violation of the City’s Charter and laws, to award the LDA to a favored developer. That it was the manner in which the LDA was awarded, and not the LDA terms themselves, that formed the basis of the complaint, is significant. Superblock I at 260, 964 A.2d at 665. It also alleged that the City unlawfully delegated urban renewal powers to the BDC by giving it the power to choose developers while the City merely appeared to be the *52decision-maker. Superblock II, 413 Md. at 353, 992 A.2d at 486. Again, it was the authority to hire developers that was considered a land use decision, not the actual sale or transfer of real estate. Accordingly, 120 West Fayette sought a declaratory judgment declaring that the City’s award of the LDA to Lexington Square was illegal and ultra vires. We agreed that 120 West Fayette had standing, and we remanded the case so a declaratory judgment could be issued. Id. at 273-74, 964 A.2d at 673-674. As a result, in Superblock II, this Court considered the merits of that issue, and ultimately held that the award of the LDA was not ultra vires.10 Through these holdings, it is clear that “land use decisions” include all preliminary decisions and approval mechanisms and are not limited only to the actual land transfer devices.
Here, the MOA is a contract, albeit one mandated specifically, and enforced, by State law, see 2000 Md. Laws, ch. 204 § 1, DA03.60(2), just as the LDA is a contract, which contemplates and indeed prescribes land use decisions, with regard to *53historical property, to be made jointly by the MHT, an administrative body, and the City. While the LDA purported to sell properties directly to the developers, the MOA directly impacts any such sale or disposition, as it must be complied with and, thus, it determines whether the destruction, transfer or alteration of certain historical properties by developers will be approved or denied. Further, as alleged in Superblock I, there is a claim that a public official, Director Little, unlawfully usurped authority not delegated to him. I am convinced that the instant case is not materially distinguishable from Swperblock I. To be sure, it does not involve an ordinance, but neither did Superblock I; involved in both was the unlawful mechanism of awarding a private land use contract to developers as part of a larger urban renewal scheme.
In Boitnott, we defined an urban renewal plan pursuant to Article 13, § 24(b) of the Baltimore City Code:
“(b) As used herein a Renewal Plan means a plan, as it exists from time to time for the elimination, correction, or prevention of the development or the spread of slums, blight or deterioration in an entire Renewal Area or a portion thereof. When a plan is applicable to less than an entire Renewal Area, it shall include a description of the boundaries of the area to which it applies. The plan shall include a land use map showing the proposed use of all land within the area to which the plan is applicable, including the location, character, and extent of the proposed public and private ownership ...”
356 Md. at 229, 738 A.2d at 882 (We held in Boitnott that the taxpayers had standing to challenge, as unlawful, the enforcement of Ordinance 97-231, a zoning ordinance, as it related to a pre-existing private agreement in connection with an urban renewal plan).
Here, the City, through its developers, was required to, and did, submit development plans, to implement the Urban Renewal Plan, to the MHT for its approval as to the historical properties. The City recognized, as the MOA confirmed, that the urban renewal “Project [would] require support and ae*54tions from various State and Federal agencies which actions [would] necessitate conformance with the requirements of Article 83B, Sections 5-617 of and 5-618 of the Annotated Code of Maryland11 ... and Section 106 of the National Historic Preservation Act[.]”12 (Emphasis added). To be sure, the petitioners in Boitnott challenged an ordinance, not a contract; however, here, the appellant challenges not just performance of the MOA by the City and the Trust, but, as a result of the failure of performance, the unlawful execution of an approval, an administrative act, of the Urban Renewal Plan. I see no substantive difference between Boitnott and the instant case: Boitnott involved a land use approval in the form of a legislative act, whereas this case involves a land use approval in the form of an administrative act. In either case, a justiciable controversy exists when a party challenges acts of the City that are ultra vires. As we put it in Boitnott:
In any event, “Maryland has ‘gone rather far in sustaining the standing of taxpayers to challenge ... alleged illegal and ultra vires actions of public officials.’ ” Inlet Associates v. Assateague House Condominium Ass’n, 313 Md. 413, 441, 545 A.2d 1296, 1310 (1988), quoting Thomas v. Howard County, 261 Md. 422, 432, 276 A.2d 49, 54 (1971). The taxpayer plaintiff need not allege facts which necessarily lead to the conclusion that taxes will be increased; rather, the question is whether the taxpayer “reasonably may sustain a pecuniary loss or a tax increase ... whether there has been a showing of potential pecuniary damage.” Citizens Planning and Housing, 273 Md. 333, 344, 329 A.2d *55681, 687 (1974). (citations omitted). See also Castle Farms Dairy Stores, Inc. v. Lexington Market Authority, 193 Md. 472, 67 A.2d 490 (1949).
Boitnott, 356 Md. at 234, 738 A.2d at 885.
While the majority cites a number of cases in attempting to show that our courts generally allow taxpayer challenges to land use decisions only when ordinances, variances or permits are involved, see 120 West Fayette, Op. at 30-33, 43 A.3d at 365-66, I am not convinced that an unlawful administrative approval fails the test of “land use decision.” The case Sugarloaf Citizens Assoc. v. Gudis and County Council of Montgomery County, 319 Md. 558, 573 A.2d 1325 (1990), to which the majority does not cite, is instructive. In Gudis, four members of the Montgomery County Council, including the respondent Michael Gudis, adopted a resolution approving a potential land site which the County would purchase in order to operate a mass-burn facility in conjunction with PEPCO. Id. at 562, 573 A.2d at 1327. The petitioner association, taxpayers in Montgomery County, asked the court to “void the action of the Council [and Gudis in his individual capacity] in approving the Dickerson site and in adopting [the resolution,]” as Gudis owned shares of PEPCO, and his approval was potentially ultra vires in violation of the ethics provisions of Montgomery County Code, Chapter 19A. Id. at 562-63, 573 A.2d at 1327-28. We held that there was taxpayer standing to assert this claim and void the action of the Council’s approval. Id. at 566-67, 573 A.2d at 1330. At that point, no ordinance had been passed; no permit issued; and no zoning classification assigned. We allowed the petitioner’s peremptory challenge of what it believed was an illegal approval that would eventually lead to a major land use decision.
Standing also is not defeated by the “no private cause of action” clauses inserted in §§ 5A-325 and 5A-326 of the State Finance and Procurement Article. In Baker v. Montgomery County, 201 Md.App. 642, 678-79, 30 A.3d 267, 289 (2011), the Court of Special Appeals held there was no private cause of action implicit in § 21-809 of the Transportation Article of the Maryland Code, as it would be inconsistent with the provision *56in § 21-809, which details the manner in which to oppose a speeding citation under the statute. The court made sure to specify, however, that, had the petitioners alleged standing as taxpayer plaintiffs, which they did not, the outcome would have been different, based on the language of Boitnott. Baker, 201 Md.App. at 679, n. 27, 30 A.3d at 289, n. 27. The lack of a private cause of action contained in the statute did not negate taxpayer standing.
In Gudis, we reached the same conclusion. Section 19A-22 (b) of the Montgomery County Code, the ethics provision which Gudis was alleged to have violated, contained a “no private right of action” clause, which the Court of Special Appeals held barred the petitioner’s lawsuit. 319 Md. at 566, 573 A.2d at 1330. We disagreed:
Whether § 19A-22 (b) creates an implied or express private cause of action is not critical to our decision and is a question we do not address. A taxpayer or other person specially damaged has standing: to seek to enjoin the implementation of an unconstitutional statute, Painter v. Mattfeldt, 119 Md. 466, 87 A. 413 (1913); “to restrain the action of a public official, which is illegal or ultra vires, and may injuriously affect the taxpayer’s rights and property,” Inlet Associates v. Assateaque [Assateague] House, 313 Md. 413, 441, 545 A.2d 1296, 1310 (1988); Citizens P & H Ass’n v. County Exec., 273 Md. 333, 339, 329 A.2d 681, 684 (1974); or to redress a public wrong, Becker v. Litty, 318 Md. 76, 91, 566 A.2d 1101, 1108 (1989) ... At argument in the trial court on the motion to dismiss ... Sugarloaf said that it was asserting, among other things, a common law right to seek enforcement of the county ethics law. That is the same sort of standing we upheld in Becker, supra.
Gudis, 319 Md. at 566-67, 573 A.2d at 1330.
That Gudis involved the passage of a County Council Resolution intended to effectuate a development plan, while, here, no legislative action was involved, the City, having purported to secure a required agency approval, signed a development contract, is of no moment. The State granted millions of *57taxpayer dollars to a group of public officials for urban renewal. The ensuing decisions, whether in the form of ordinances, city permits, reclassification, state agency approvals, or contracts, so long as they were directly tied to land use and could “injuriously affect the taxpayer’s rights and property,” Gudis, 319 Md. 558, 567, 573 A.2d 1325, 1330 (1990) (internal citations omitted), were land use decisions. In Gudis, we did not specify exactly what type of ultra vires action by a public official a taxpayer could sue to restrain; in fact, this Court has never drawn any strict lines. Rather, taxpayer standing protects taxpayers potentially affected by the adverse public decisions, decisions that impact their homes and livelihoods, by granting taxpayers authority to challenge acts of public officials that are outside of their authority, even when another public official, such as an Attorney General, is empowered to bring the lawsuit, but fails, for whatever reason, to do so. There is no requirement that land use decisions be in a certain form. What we have here is simply a new set of facts. That the MHT is funded by taxpayers and exists for the benefit of taxpayers is further evidence that its land use decisions should remain freely challengeable by aggrieved parties. The appellant has properly asserted that, due to an unlawful approval of an urban renewal plan, Director Little acted ultra vires; and, viewing the assertions in the light most favorable to the appellant, there is a justiciable controversy as to his official actions, rendering the Circuit Court’s decision on the motion to dismiss erroneous.
III.
The majority states that the “MOA between the City and the Trust was not promulgated by a legislative or administrative body to bind the general public in the development or use of real estate,” 120 West Fayette, Op. at 29, n. 14, 43 A.3d at 364, n. 14, despite earlier asserting that the General Assembly, in passing its FY 2001 Budget Appropriation, conditioned a $1 million development expenditure “on ‘the City of Baltimore and the Maryland Historical Trust ... reaching] [an] agreement on how to minimize the demolition of structures which *58contribute to the Market Center National Register Historic District.’ ” Id. at 18, 43 A.3d at 357 (citing 2000 Md. Laws, ch. 204 § 1, DA03.60(2)). The MOA was an integral part of an urban renewal funding bill passed by the General Assembly, it appears, as an incentive for the parties to reach an agreement; 13 after all, § 5A-326 (a)(2) mandates that the State unit and the Trust cooperate to ensure that no historic property be inadvertently destroyed. If the parties could reach an agreement to “purposely” demolish historic properties using the MOA, the provisions of the State Finance and Procurement Article would be met. The MOA, therefore, functions as a compliance tool for § 5A-326; adhering to the agreement would secure the City’s receipt of $1 million in funding and would allow implementation of the Urban Renewal Plan. That it was violated certainly created standing for a taxpayer to sue. First, its violation, especially the one alleged here, evidences a noncompliance with State law and potentially creates a public action that was ultra vires. Next, as agreed to by all parties, as an overarching matter, the LDA specifically requires adherence to the MOA, and so a violation of the MOA would functionally bar any transfer of property to the developers, thus making it an essential approval device to the Urban Renewal Plan. If the majority’s reasoning is correct, a City can effectuate urban renewal through unlawful acts, yet preclude taxpayer claims simply by using the guise of a “private contract.” Under that guise, it would make land use decisions, leaving aggrieved citizens with no remedy.
The MOA provides the mechanism for approval of land use decisions, specifically, decisions pertaining to whether to demolish several historic properties in Baltimore in connection with the Superblock project. By its terms, the land use decision authority given to the City is required, in some instances, to be shared by the MHT in the exercise of its *59authority under the State Finance and Procurement Article. Had the MOA been freely and independently entered into by the parties, rather than forced by the General Assembly as part of an appropriations bill, the result may be as the majority posits. Under these circumstances, however, to hold that the MOA is a purely private contract free to be violated without regard to the interests of taxpayers would render the General Assembly’s intervention in this project a nullity and without effect. Thus, here, violation of the MOA, essentially, is a violation of State law and the failure of a condition precedent to the Urban Renewal Plan and the development of the Superblock.
I do not agree that the MOA is not an agreement or document affecting land use. It is executed pursuant to a governmental direction, which implicates land use decisions and funding critical to the development of the Superblock project. Therefore, the contract exists for the benefit of potentially affected taxpayers who may challenge in the event of a breach.
I dissent.
Judges HARRELL and CATHELL have authorized me to state that they join in this dissent.
. In 1999, the Baltimore City Council enacted an urban renewal program for the development of the westside of downtown Baltimore known as the "Market Center Urban Renewal Plan.” Lexington Square Developers submitted to the Baltimore Development Corporation ("BDC”) its plans for development, which were accepted and subsequently the City and developers entered into a Land Disposition Agreement ("LDA”), the subject of controversy in 120 West Fayette Street, LLLP v. Mayor and City Council of Baltimore, 413 Md. 309, 992 A.2d 459 (2010) ("Superblock II”). "Under the LDA, Lexington Square will receive upon closing a fee simple interest in all property conveyed pursuant to the agreement^] ... contingent on several conditions, including ... the MHT's approval of the project plan, and sufficient evidence that Lexington Square has financing for the project.” Id. at 320, 992 A.2d at 467. Further, the Circuit Court for Baltimore City, in its Memorandum of Opinion, recognized the significance of the MOA, stating, in its summary of the current case, "It is agreed by all parties that the MOA is inextricably bound with the Land Development Agreement and, therefore, is likewise bound to the land uses to be developed within the Superblock.” 120 West Fayette Street, LLLP v. Mayor and City Council of Baltimore, No. 24—C-11-002775, slip op. at 5, 2011 WL 1495213.
The majority asserts that this particular case does not involve land use issues. Urban Renewal, including its side agreements, are quintessentially land use issues. The history of urban renewal reflects that it has often been used to dispossess the relatively powerless lower income residents in favor, ultimately, of a privileged few. This case actually involves what many believe to be the most onerous land use tool— *39urban renewal. The majority’s position that this case is not a case involving land use is simply incorrect.
. The MOA expressly provides, in § 4, titled Trust and Review Approval:
“The Trust will review and provide written comments within 30 days after the receipt for all items the City submits for review pursuant to the terms of this MOA. If the Trust fails to approve, disapprove, or approve with conditions any item within 30 days of receipt, the City may proceed with the activity.”
The State makes much of the MOA being a private agreement. That emphasis disregards, and at the least undermines, the undeniable fact that it is an agreement forced by the General Assembly, see 2000 Md. Laws, ch. 204 § 1, DA03.60(2), and it is also a means to carry out the provisions of, and the MHT’s duties under, the State and Finance Procurement Article of the Maryland Code, as we discuss below.
. Section 5A-325(h) states, in relevant part:
"(a) Duty to consult with Trust on State-financed capital projects. — (1) To the extent feasible, a State unit that submits a request or is otherwise responsible for a capital project shall consult with the Trust to determine whether the project will adversely affect any property listed in or eligible for listing in the Historic Register.”
“(d) Determination of adverse effect. — (1) Within 30 days after a State unit notifies the Director of a proposed capital project under this section, the Director shall determine whether the project would adversely affect any property listed in or eligible to be listed in the Historic Register.
*40“(2) If the Director finds that the proposed capital project would have a significant adverse effect on a listed or eligible property, the Director and the State unit shall consult to determine whether a practicable plan exists to avoid, mitigate, or satisfactorily reduce the adverse effect.
"(3) If the Director and the State unit cannot agree on a plan, the State unit shall submit to the Council a report of the consultations and the findings and recommendations of the State unit.
"(4) Within 30 days after receiving the report, the Council shall submit to the State unit comments:
"(i) accepting the adverse effect; or
"(ii) recommending practicable alternatives to avoid, mitigate, or satisfactorily reduce the adverse effect.
"(5) The State unit may:
"(i) incorporate in the project the alternatives recommended by the Council; or
"(ii) disagree with the comments of the Council.
“(6) If the State unit disagrees with the comments of the Council, the State unit:
"(i) shall respond in writing to the Council, explaining why the State unit refuses to adopt the measures included in the comments of the Council; and
"(ii) may not proceed with the project for at least 10 working days after responding.”
While subsection (d) specifically grants authority to the Trust’s "Director,” I note that it limits this authority simply to the determination of "adverse effect” on historic properties. Further, with subsection (a) using the language "consult with the Trust, "this Court should read the two subsections harmoniously together. See Taxiera v. Malkus, 320 Md. 471, 481, 578 A.2d 761, 765 (1990) ("where two statutes purport to deal with the same subject matter, they must be construed together as if they were not inconsistent with one another.”) (internal citations omitted).
. Section 5A-326 states, in relevant part:
"(a) In general. — In cooperation with the Trust and subject to available resources, each State unit shall:
"(1) establish a program to identify, document, and nominate to the Trust each property owned or controlled by the State unit that appears to qualify for the Historic Register;
"(2) ensure that no property listed in or eligible to be listed in the Historic Register is inadvertently transferred, sold, demolished, destroyed, substantially altered, or allowed to deteriorate significantly; and
"(3) use any available historic building under its control to the extent prudent and practicable before acquiring, constructing, or leasing a building to carry out its responsibilities.”
The majority, at 120 West Fayette Street, LLLP v. Mayor and City Council of Baltimore, Op. at 33, 43 A.3d at 367 (2012), asserts that the appellant cites no "provision within that Subtitle that expressly empowers the Trust to direct the development of real estate” and thus the MOA, which reflects State law, is not, and fails to incorporate, a land use decision. It then states that "SFP § 5A-326 consists of eight *41subsections that outline how the Trust may effectuate the protection and preservation of historic properties.” Id. at 34, n. 16, 43 A.3d at 367, n. 16. In making these statements, the majority is simply wrong. Section 5A-326 (a) is not an optional provision; nowhere does it contain the word "may.” As seen above, the provision is mandatoiy. Woodfield v. W. River Ass'n, 395 Md. 377, 388-89, 910 A.2d 452, 459 (2006) ("When a legislative body commands that something be done, using words such as 'shall’ or ‘must,’ rather than ‘may’ or ‘should,’ we must assume, absent some evidence to the contrary, that it was serious and that it meant for the thing to be done in the manner it directed.”) (quoting Tucker v. State, 89 Md.App. 295, 297-98, 598 A.2d 479, 481 (1991)). It states that a City, in cooperation with the Trust, "shall” ensure that no property listed in the Historic Register is inadvertently demolished or destroyed. The Superblock is included in the National Register of Historic Places as part of the Market Center Historic District. The Trust’s agreement is required when property on that registry is to be transferred, destroyed or altered. That, it seems to me, is certainly the authority to direct real estate decisions, when those decisions involve, as they do here, the transferring, destruction, or alteration of historic properties.
. Section 110 of the National Preservation Act of 1966, or 16 U.S.C. § 470h-2, states, in relevant part:
"(a) Responsibilities of Federal agencies; program for identification, evaluation, nomination, and protection.
"(1) The heads of all Federal agencies shall assume responsibility for the preservation of historic properties which are owned or controlled by such agency. Prior to acquiring, constructing, or leasing buildings for purposes of carrying out agency responsibilities, each Federal agency shall use, to the maximum extent feasible, historic properties available to the agency, in accordance with Executive Order No. 13006, issued May 21, 1996 (61 Fed.Reg. 26071) [40 USCS § 3306 note]. Each agency shall undertake, consistent with the preservation of such properties and the mission of the agency and the professional standards established pursuant to section 101(g) [16 USCS § 470a(g)], any preservation, as maybe necessary to carry out this section.
“(c) Agency Preservation Officer; responsibilities; qualifications. The head of each Federal agency shall, unless exempted under section 214 [16 USCS § 470v], designate a qualified official to be known as the agency’s “preservation officer” who shall be responsible for coordinating that agency’s activities under this Act [16 USCS §§ 470 et seq.]. Each Preservation Officer may, in order to be considered qualified, satisfactorily complete an appropriate training program established by the Secretary under section 101(h) [16 USCS § 470a(h) ].”
. The majority, at 120 West Fayette, Op. at 17, 43 A.3d at 357, simply states that "Rodney Little[ ] rejected the first four sets of redevelopment plans by the City[,j” but fails to specify that, in doing so, Little used language indicating that the entire Trust made the decision, while he acted only as the official correspondent.
. The majority makes much of the appellant’s request, in its original Complaint, for a declaratory judgment interpreting how the approval process for demolition within Superblock should have proceeded under the MOA. See 120 West Fayette, Op. at 17-18, 22, 33-34, 43 A.3d at 357, 360, 366-67. It also argues that the appellant did not ask for a declaratory judgment defining State law. Id. at 28-29, n. 13, 43 A.3d at 364, n. 13. First, the MOA is an approval mechanism for historic property destruction in connection with the development of the Super-block, the second largest redevelopment project in the history of the State of Maryland; as I discuss in Part III, the MOA, because of the decisions on which the City and the MHT must agree, is so inextricably tied to this Urban Renewal Plan, and represents such an essential step to real estate development, that it creates land use standing on its own. Second, I do not agree that the appellant’s request for declaratory relief was deficient.
The first line of the Complaint simply states that it sues the Defendants "for declaratory relief” but does not specify to what regard. Later, in paragraph 6, the Complaint reads "This suit arises now because Mr. Brodie, for Baltimore City, has maneuvered to putatively gain an ultra vires, bogus approval for development of Superblock that spurns statutorily and contractually mandated objectives of preservation in favor of the developer’s [business model].” (Emphasis added). Later, in paragraph 13, the Complaint avers that the developers "[were] awarded the land disposition agreement to develop the Superblock in accord with, among other things, the MOA. Indeed, the land disposition agreement specifically requires adherence to the MOA.” (Emphasis added). Next, in paragraph 31, right before the appellant cited case law interpreting a governmental employee’s authority, the Complaint reads "As pointed out by Preservation Maryland ... Mr Little's ultra vires abdication from the Trust's mission exceeded Mr. Little’s authority as an agent of the state agency, the Trust, and thus had no legal effect.” Finally, under the section entitled "Relief,” the Complaint states "Plaintiff prays that a declaration of rights be entered ... interpreting the Memorandum of Agreement in light of the facts of this case, and declaring the 12/22/10 letter from Rodney Little to be ultra vires, ah initio [.]” (Emphasis added).
It is clear to me that the Complaint properly and consistently requested a declaration that Little's letter was ultra vires when considered in the context of the MOA, the Budget Bill requiring it, the statutory basis for the MHT and applicable provisions of the State Finance and Procurement Article. The State statutes that are relevant to the disposition of this case are clear and do not require "defining.” Thus, I am at a loss as to why the appellant needed to or should have sought to have them defined. In focusing on Little’s failure to comply with the MOA, the appellant emphasized the decisions the MOA required the parties to it to make, so viewing the MOA as a land use document in the sense that it encompassed land use decisions from which taxpayer standing *45may arise. The Circuit Court erred in its interpretation, and the majority mistakenly adopts this erroneous interpretation, of the appellant's Complaint.
. Section 5A-317 of the State Fin. & Proc. Art. of the Maryland Code states that "[o]n request, the Board shall receive legal counsel and services from the Attorney General to carry out the purposes of the Trust.” The majority points out that the Trust "ultimately chose not to take any legal action in connection with this matter.” 120 West Fayette, Op. at 37, 43 A.3d at 369.
Shortly after Director Little’s approval, on January 18, 2011, Preservation Maryland, Maryland’s state-wide historic preservation advocacy organization, sent a letter to Chairman of the MHT, as well as copies to the Mayor, Office of the Attorney General, and several other parties, asserting that Little’s letter had no legal authority. In response, the Office of the Attorney General issued an advice of counsel letter stating that, in its view, the Director was authorized to approve the development proposal. First, the letter incorrectly reasoned that the Director had direct authority for his actions based on § 5A-325 (d)’s language, which in actuality only grants the Director the authority to determine "adverse effect” of a development plan on historical properties, but not to single-handedly approve the destruction of such properties; second, the letter incorrectly reasoned that the Board delegated to the Director the authority to make the approval based on the Board's "acquiescing” to the Director’s past negotiations relating to the MOA — negotiations which, of course, never amounted to an approval of any development plan. This assertion is clearly incorrect as evidenced by the MHT’s request that the approval be rescinded.
Perhaps the MHT Board relied on this response when it chose not to retain the Attorney General in an action against the Director or the City. The record reflects that the MHT Chairman, in response to the Director’s approval, requested that the Mayor rescind the conditional approval, a request that was ultimately denied.
. Although the MOA reflects existing State law, it does not provide the exclusive mechanism for providing oversight of urban renewal developments that impact and implicate historical buildings and structures, and the MHT is not the only entity empowered to conduct reviews of such developments and issue approvals. Moreover, the MOA, and its 30-day approval clause, is distinct from, and serves a different function than, the state-mandated “30 day adverse effect” provision. See Md. Code (2001, 2009 Repl.Vol.), State Fin. & Proc. Art. § 5A-325 (d). The "Determination of adverse effect,” as mandated by § 5A-325 (d) is not binding on the State unit, since ultimately, the State unit can dispute the Trust’s findings with the Advisory Council on Historic Preservation, see id. § 5A-325 (d)(3), and then may disagree with the comments of the Council and proceed with the project after submitting a written refusal. See id. § § 5A-325 (d)(5)-(6). Rather, it is the language of § 5A-326 (a), providing that the State unit, in cooperation with the Trust, shall ensure that no historic property be inadvertently destroyed, that binds the State.
. Superblock II was an appeal from the Circuit Court’s "grant of summary judgment [to the City, the BDC, and the Lexington Square developers,] on 120 West Fayette’s original complaint and that court’s grant of the City’s motion to dismiss Count Two of 120 West Fayette’s amended complaint.” 413 Md. 309, 317, 992 A.2d 459, 464. 120 West Fayette timely appealed to the Court of Special Appeals, but this Court issued a writ of certiorari on its own motion before the intermediate appellate court considered the case, see 120 West Fayette v. Baltimore, 405 Md. 290, 950 A.2d 828 (2008), and stated:
"In sum, we hold that the LDA with Lexington Square is not subject to the [City Charter’s] competitive bidding requirements because the LDA is not a public work contract. The project is neither for public use nor publicly funded. We further hold that the LDA is not ultra vires because the process through which the LDA was granted did not constitute an improper delegation of the City’s discretionary authority as related to urban renewal and redevelopment of the 'Superblock.' Finally, we hold that, because none of the allegedly violative design plans for the 'Superblock' has been finalized or approved, and none of the facts evidences the City's intent to adopt a proposal that violates the MOA or the Renewal Plan, 120 West Fayette failed to allege facts sufficiently ripe to rise to level of a justiciable controversy. For these reasons, we affirm the judgment of the Circuit Court; dismissal of Count Two of 120 West Fayette’s amended complaint shall be without prejudice.”
Superblock II, 413 Md. at 358-59, 992 A.2d at 489.
. Now codified as Md.Code (2001, 2009 Repl.Vol.), St. Fin. & Proc. Art., §§ 5A-325 and 5A-326.
. Section 106 of the National Historic Preservation Act, codified as 16 U.S.C.S. §§ 470, is a congressional finding and declaration of policy that "it is ... necessary and appropriate for the Federal Government to accelerate its historic preservation programs and activities, to give maximum encouragement to agencies and individuals undertaking preservation by private means, and to assist State and local governments and the National Trust for Historic Preservation in the United States to expand and accelerate their historic preservation programs and activities.”
. To be clear, I concede that the MOA, standing alone and on its face, is not a land use decision; rather, it is the required approval mechanism embedded in the MOA, and the fact that the MOA is a required step to the execution of the LDA, that gives it its land use properties. The MOA cannot be viewed in isolation.