The Washington State Supreme Court released a decision on December 18, 2025, in Horvath v. DBIA Servs. Horvath, a person living in a Metropolitan Improvement District (the “District”), sought records held by a private non-profit corporation, DBIA Services, which managed the District and provided services to the City of Seattle. The King County Superior Court concluded that DBIA Services was not the functional equivalent of a government agency and thus not subject to the Public Records Act (“PRA”), and Division One of the Court of Appeals affirmed the Superior Court decision. Surprisingly, the Supreme Court of Washington reversed the lower courts, holding that DBIA Services in fact did operate as the functional equivalent of a government agency and therefore is subject to the PRA.
Improvement areas may be created by a local legislative authority. RCW 35.87A.030. Municipalities collect the special assessment revenues and may either carry out the projects themselves or contract with a local chamber of commerce or “similar business association” to do so. RCW 35.87A.110. The Seattle City Council created the District at issue via ordinance. The District currently covers nearly 300 square blocks in downtown Seattle. To fund the District, the City collects assessments from more than 800 District property owners, including Horvath. These assessments pay for police patrols, other public safety efforts, cleaning, marketing, economic development, transportation, and other projects. A Ratepayer Advisory Board (“Board”) oversees District operations, and the Board advises the City Council on whom to hire as the District program manager. The Board repeatedly and successfully recommended the City hire DBIA Services as the program manager.
DBIA Services, on behalf of the District, manages, among other things, cleaning and maintenance, community service and hospitality, welfare checks, public safety, public space operations, economic development and planning, transportation and parking services, communications and marketing, management and operations, and hires private security. Notably, DBIA Services also contracts with the Seattle Police Department to fund emphasis patrols in the District. 92% of the budget for DBIA Services comes from assessments of local property owners, collected by the City, held by the City, and paid to DBIA Services through monthly invoices.
Horvath requested records relating to assessments, budget, taxes, job descriptions, meeting minutes, and compensation paid by the District, among other things. Horvath sought records from the Downtown Seattle Association (which shared staff with DBIA Services) and was provided with some of the records requested but not staff compensation information. Horvath filed a PRA complaint against “DBIA Services dba Metropolitan Improvement District,” arguing that the District was the functional equivalent of a government agency and that it and DBIA Services were legally and factually a single entity. Horvath argued that by doing business as the District, DBIA Services became bound by the PRA, and the Supreme Court agreed. A “public record” is “(1) a writing (2) related to the conduct of government or the performance of government functions that is (3) prepared, owned, used, or retained by a state or local agency.” RCW 42.56.010(3). "Agency" includes all state agencies and all local agencies. "State agency" includes every state office, department, division, bureau, board, commission, or other state agency. "Local agency" includes every county, city, town, municipal corporation, quasi-municipal corporation, or special purpose district, or any office, department, division, bureau, board, commission, or agency thereof, or other local public agency. RCW 42.56.010(1).
The court in Telford recognized that “agency” was ambiguous and adopted a factor test to prevent government from evading public oversight through creative contracting. Telford v. Thurston County Bd. of Comm’rs, 95 Wn. App. 149, 158, 974 P.2d 886 (1999). Under the multifactor Telford test, the court considers “(1) whether the entity performs a government function, (2) the extent to which the government funds the entity’s activities, (3) the extent of government involvement in the entity’s activities, and (4) whether the entity was created by the government.” Id. at 162-163.
In Horvath, the Supreme Court applied the Telford factors. Regarding factor one, the Court ruled that DBIA Services provided sanitation, public safety, hospitality, marketing, business development, transit, management services, and engaged and funded the Seattle Police Department to perform emphasis patrols. It further found that DBIA Services also provided public safety and sanitation services, which support the peace, security, health and general welfare of the City of Seattle -- core governmental functions. As a result, the Court found factor one weighed in favor of DBIA Services being the functional equivalent of a government agency.
Regarding factor two, 93% of DBIA Services funding was traced to assessments imposed on District property owners by ordinance. As a result, factor two weighed in favor of finding DBIA Services to be the functional equivalent of a government agency.
Regarding factor three, the Court ruled that the City was not involved in the day-to-day operations of DBIA Services and as such that factor weighed against the finding of government agency equivalency.
Regarding factor four, the Court found that the Downtown Business Association petitioned the City of Seattle to create the District, which then contracted with DBIA Services. As a result, the Court ruled that the City did not create DBIA Services, and therefore factor four weighed against a finding of governmental equivalency.
In weighing all of the factors, the Supreme Court held that DBIA Services’ immunity from the PRA would clearly frustrate the goal of government transparency and that the PRA applied to DBIA Services.
This case highlights that when private companies contract with public agencies, under certain circumstances, those private companies may be bound by the PRA. Navigating the PRA can be a difficult process; if you serve a government entity, feel free to contact Kenyon Disend and we would be pleased to provide assistance.
