1033397.txt

IN THE SUPREME COURT OF THE STATE OF WASHINGTON
) 
STEVEN HORVATH, ) 
) 
Petitioner, ) No. 103339-7 
) 
v. ) 
) En Banc
DBIA SERVICES DBA ) 
METROPOLITAN IMPROVEMENT ) 
DISTRICT ) Filed: December 18, 2025
) 
Respondent. ) 
) 
GONZÁLEZ,J.—The people of our state adopted the public disclosure act by 
initiative half a century ago. Initiative 276, LAWS OF 1973, ch. 1 (approved 
November 7, 1972). That initiative embodied a principle expressed in the official 
voters pamphlet: 
The People Have the Right to Know . . . 
Our whole concept of democracy is based on an informed and 
involved citizenry. Trust and confidence in governmental institutions is
at an all time low. High on the list of causes of this citizen distrust are 
secrecy in government and the influence of private money on 
governmental decision making. Initiative 276 brings all of this out into 
the open for citizens and voters to judge for themselves.
FILE 
IN CLERK’S OFFICE
SUPREME COURT, STATE OF WASHINGTON 
DECEMBER 18, 2025
THIS OPINION WAS FILED
FOR RECORD AT 8 A.M. ON 
DECEMBER 18, 2025
SARAH R. PENDLETON 
SUPREME COURT CLERK 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
2 
State of Washington Official Voters Pamphlet, General Election 10 (Nov. 7, 1972), 
https://www.sos.wa.gov/library/research-collections/classics-washingtonhistory/1972-voters-pamphlet. The act imposed stringent transparency 
requirements on elections, campaign financing, lobbying, and public records. 
LAWS OF 1973, ch. 1, § 1. 
In the years since, the legislature has reorganized and amended the original 
public disclosure act and separated the records provisions into its own chapter of 
the code now called the Public Records Act. LAWS OF 2005, ch. 274. The guiding
principle that disclosure is the rule and secrecy the exception remains. See LAWS
OF 1973, ch. 1, §§ 26, 31; Fisher Broad.–Seattle TV LLC v. City of Seattle, 180 
Wn.2d 515, 521, 326 P.3d 688 (2014) (quoting Sargent v. Seattle Police Dep’t, 179 
Wn.2d 376, 385, 314 P.3d 1093 (2013)). 
To prevent public records from becoming unavailable through private 
contracting, we have construed the Public Records Act to apply to private entities 
that are the functional equivalent of government agencies. We have regularly used 
the multifactor Telford test to decide whether the Public Records Act applies to a 
particular private entity. Fortgang v. Woodland Park Zoo, 187 Wn.2d 509, 512-
13, 387 P.3d 690 (2017) (citing Telford v. Thurston County Bd. of Comm’rs, 95 
Wn. App. 149, 162-63, 974 P.2d 886 (1999)). 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
3 
In this case, a requester sought records relating to a business and parking 
improvement district that were held by the private nonprofit corporation DBIA 
Services, which managed and largely provided district programs and services for 
the city of Seattle. At summary judgment, the superior court concluded the 
corporation was not the functional equivalent of a government agency and thus not 
subject to the Public Records Act. The Court of Appeals affirmed that decision. 
We conclude that DBIA Services is the functional equivalent of a 
government agency and thus subject to the Public Records Act. Accordingly, we 
reverse and remand to the trial court for any further proceedings necessary 
consistent with this opinion. 
BACKGROUND
The Metropolitan Improvement District, the Downtown Seattle Association, 
and DBIA Services
Our legislature has authorized municipalities to create parking and business 
improvement areas and to support those districts through assessments imposed on 
those properties. Ch. 35.87A RCW; see also David J. Kennedy, Note, Restraining 
the Power of Business Improvement Districts: The Case of the Grand Central 
Partnership, 15 YALE L. & POL’Y REV. 283 (1996) (discussing the history of and 
controversies around publicly created municipal improvement areas). 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
4 
Improvement areas are created by the local legislative authority. RCW 
35.87A.030. Their creation can be initiated by the legislative body itself or by a 
petition from the owners of 60% of the assessed value in an area. Id. Property 
owners in these improvement areas pay special assessments to fund various types 
of improvements that must benefit their properties. RCW 35.87A.010.
1
 
Municipalities collect the funds 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 private nonprofit Downtown Seattle Association was formed in 1958 by
a group of prominent King County residents to “promote the development, 
beautification and improvement of the City of Seattle.” Clerk’s Papers (CP) at 
103-04, 112. The association, among others, petitioned the Seattle City Council to
create the Metropolitan Improvement District in 1999. The city complied via an 
ordinance that lays out the organization, oversight, and purpose of the district. CP 
at 105; Seattle Ordinance 124175 (May 6, 2013), amended by Ordinance 124235
(July 31, 2013). 
1
 Under our constitution, property must be specially benefited to be subject to a special 
assessment. WASH. CONST. art. VII, § 9; City of Seattle v. Rogers Clothing for Men, Inc., 114 
Wn.2d 213, 223, 787 P.2d 39 (1990). That benefit can derive from services. Rogers, 114 Wn.2d 
at 225-26. 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
5 
The Metropolitan Improvement District currently covers nearly 300 square 
blocks of downtown Seattle. To fund the district, the council collects assessments 
from more than 800 district property owners. Seattle Ordinance 124175, at 4; CP 
at 163, 179. These assessments pay for police patrols, other public safety efforts, 
cleaning, marketing, economic development, transportation, and other projects
“intended to extend, enhance and fill gaps in existing municipal services.” CP at 
179, 163. 
A ratepayer advisory board (Board) oversees district operations. Seattle 
Ordinance 124175, at 11; CP at 106, 134. The Board is made up of 35 property 
owners recommended by the Board and appointed by the city finance director. 
Among other things, the Board advises the city council on who to hire as the 
district’s program manager. 
The Board has repeatedly and successfully recommended the city hire DBIA 
Services as the program manager. DBIA is a private nonprofit corporation and a 
subsidiary of the Downtown Seattle Association. On behalf of the district, DBIA 
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, and management and operations. DBIA provides some of those 
services through its own employees and some through contractors. DBIA directly 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
6 
hires “downtown ambassadors,” who do everything from assisting transit riders to 
removing trash to performing welfare checks. CP at 107. DBIA also hires private 
security and, under a separate contract, works with the parks department to provide 
programming at Westlake Park and Occidental Square.
DBIA also contracts with the Seattle Police Department to fund “emphasis
patrols” in the Metropolitan Improvement District in areas it identifies as 
“neighborhood hot spots.” CP at 107, 249, 430, 489. DBIA reimburses the police 
department for those patrols, which are under the control of the police department. 
More than 92 percent of DBIA’s budget comes from assessments imposed 
on local property owners under the ordinance, collected by the city, held by the
city in a city financial account, and paid to DBIA monthly upon invoicing. 
DBIA’s 2022-2023 budget was $16,627,731. DBIA also receives voluntary 
contributions from ratepayers, grants, private donations, fees for services, King 
County funds for “downtown recovery efforts,” and sponsorship funds. CP at 108-
09, 344. 
DBIA files its taxes as “DBIA Services dba Metropolitan Improvement 
District” and invoices the city of Seattle referring to itself as “DBIA Services dba 
Metropolitan Improvement District.” CP at 581, 613, 730. DBIA has also 
regularly identified itself as the “MID BIA” (an acronym for the Metropolitan 
Improvement District Business Improvement Area) CP at 376, 382, 389. 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
7 
Many of the public facing documents in the record do not make a distinction 
between the Metropolitan Improvement District and DBIA. For example, the 
business plan the Board prepared in support of renewal of the ordinance for 10 
years refers to work done by the district’s staff without making any distinction as 
to whether the district did that work directly or through DBIA.
While DBIA acknowledges that it has identified itself as “doing business as” 
the district, it contends that this was “for identification purposes with the City: the 
name ‘DBIA Services’ would have been unfamiliar but the name ‘Metropolitan 
Improvement District’ would have been easily associated with the newly-formed 
[district].” CP at 727. Similarly, it contended its use of “Metropolitan 
Improvement District” on letterhead and in internal documents was a practical way 
of identifying which entity DBIA Services is representing at the time. CP at 727-
28. 
Steve Horvath’s Public Records Act Request
Horvath lives within, and is assessed to support, the Metropolitan 
Improvement District. In 2021, he requested records relating to assessments, 
budgets, taxes, job descriptions, meeting minutes, and compensation paid by the 
district, among other things. 
Horvath initially sought those records from Seattle’s Office of Economic 
Development, which works with stakeholders to create parking and business 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7
8
improvement areas across the city. After several months, he was told the office did 
not have the records he was seeking and was directed to seek the information from 
Elisabeth James, chief operating officer of the Downtown Seattle Association. The 
Association shares staff with DBIA. While making clear she believed that the 
Downtown Seattle Association was not a public agency subject to the Public 
Records Act, James did provide many of the records Horvath requested. She did 
not, however, provide the staff compensation information Horvath was seeking.2
Procedural History 
Horvath filed a Public Records Act complaint against “DBIA Services dba 
Metropolitan Improvement District.” CP at 1. After discovery, the parties filed 
cross motions for summary judgment. DBIA also moved for declaratory judgment 
that it was not a governmental entity for purposes of the Public Records Act. 
Horvath argued that the Metropolitan Improvement District was the 
functional equivalent of a government agency and that it and DBIA were legally 
2 Specifically, Horvath was not given “Current (2021) annual compensation information (wages 
and benefits) for all staff identified on https://downtownseattle.org/about/our-team/all-staff/ that 
perform services for and whose pay and benefits are either wholly or partially funded by 
Metropolitan Improvement District Business Improvement Area] revenue (regardless of its 
source).” CP at 110; 349-51. After discussing the matter with district leadership, Ken 
Lederman, then general counsel to Metropolitan Improvement District, expressed the concern 
that providing that information would impact the ability to recruit and retain employees. This 
appears to be the only outstanding record at issue in this suit, though amicus American Civil 
Liberties Union of Washington (ACLU) suggests that under the Court of Appeals opinion, public 
records concerning decisions regarding police activity funded by improvement districts would be 
shielded from public disclosure. 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
9 
and factually a single integrated entity. Horvath also stressed that in internal 
documents, defendants referred to the district and DBIA Services interchangeably. 
He noted that his request to the district for district records was responded to by 
employees and officers of the association and DBIA. While he acknowledged 
DBIA was created by private stakeholders, he argued that by doing business as the 
district, DBIA became bound by the Public Records Act.
DBIA argued that it was not the functional equivalent of a governmental
entity and that DBIA and the Metropolitan Improvement District were separate 
entities. See CP at 77, 534. 
The superior court rejected Horvath’s argument that DBIA and the district 
were a single entity for purposes of the Public Records Act. The court found 
persuasive that the legislature had authorized municipalities to contract with 
private organizations to manage improvement area projects and that in its view, an 
improvement district “cannot ‘do business’ because it is a geographic area, not an 
actor.” CP at 743. It applied the Telford factors only to DBIA, granted DBIA’s 
motions, and denied Horvath’s in a lengthy written summary judgment order. 
Horvath appealed. The Court of Appeals rejected the parties’ agreement that 
the trial court’s summary judgment order should be reviewed de novo. Horvath v. 
DBIA Servs., 31 Wn. App. 2d 549, 558, 551 P.3d 1053 (2024). Applying the abuse 
of discretion standard, the Court of Appeals affirmed. Id. at 574. 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
10 
The parties sought review of only the standard of review, which we granted. 
The American Civil Liberties Union of Washington Foundation (ACLU) submitted 
an amicus brief in support of Horvath on the merits. 
ANALYSIS
The Public Records Act “is a ‘strongly worded mandate for broad disclosure 
of public records.’” Resident Action Council v. Seattle Hous. Auth., 177 Wn.2d 
417, 431, 327 P.3d 600 (2013) (quoting Hearst Corp. v. Hoppe, 90 Wn.2d 123, 
127, 580 P.2d 246 (1978)). We interpret the act liberally with this purpose in 
mind. Worthington v. WestNET, 182 Wn.2d 500, 507, 341 P.3d 995 (2015)
(quoting RCW 42.56.030). “The Act reflects the belief that the sound governance 
of a free society demands that the public have full access to information 
concerning the workings of the government.” Amren v. City of Kalama, 131 
Wn.2d 25, 31, 929 P.2d 389 (1997). 
The parties agree, as do we, that appellate courts review a trial court’s 
summary judgment ruling on liability de novo. Hearst Commc’ns, Inc. v. Seattle 
Times Co., 154 Wn.2d 493, 501, 115 P.3d 262 (2005) (citing Trimble v. Wash. 
State Univ., 140 Wn.2d 88, 92, 993 P.2d 259 (2000)); Spokane Rsch. & Def. Fund 
v. City of Spokane, 155 Wn.2d 89, 106, 117 P.3d 1117 (2005).3
 Summary
3 The Court of Appeals erred in applying abuse of discretion review to the trial court’s summary 
judgment ruling on liability. We have previously recognized that there are occasions where a 
trial court’s summary judgment ruling on remedy or damages might warrant greater deference 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
11 
judgment is appropriate only when, based on sworn affidavits from competent 
witnesses presenting admissible facts and appropriate authenticated 
documentation, there is no genuine issue of material fact and the moving party is 
entitled to a judgment as a matter of law. CR 56(c); Brannon v. Herman, 56 
Wn.2d 826, 828, 355 P.2d 792 (1960); 14A DOUGLAS ENDE, WASHINGTON
PRACTICE: CIVIL PROCEDURE §§ 25:1-7, at 10-16 (3d ed. Supp. 2025). The material 
facts in this case are undisputed.
The parties have focused their briefing and argument on the merits. We 
exercise our discretion to address those merits and hold that DBIA is the functional 
equivalent of a government agency and thus subject to the Public Records Act. 
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.” Nissen v. Pierce County, 183 Wn.2d 863, 
879-80, 357 P.3d 45 (2015) (citing Confederated Tribes of the Chehalis Rsrv. v.
Johnson, 135 Wn.2d 734, 746, 958 P.2d 260 (1998)); RCW 42.56.010(3). For the 
purposes of the act, the legislature has defined “agency” broadly: 
“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 
than afforded by de novo review. See Borton & Sons, Inc. v. Burbank Props., LLC, 196 Wn.2d 
199, 206, 471 P.3d 871 (2020); Niemann v. Vaughn Cmty. Church, 154 Wn.2d 365, 113 P.3d 
463 (2005). But at this stage, only liability is at issue. 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
12 
district, or any office, department, division, bureau, board, commission, or 
agency thereof, or other local public agency. “Agency” does not include a 
comprehensive cancer center participating in a collaborative arrangement as 
defined in RCW 28B.10.930 that is operated in conformance with 
RCW 28B.10.930. 
RCW 42.56.010(1). In Telford, the Court of Appeals recognized that the definition 
of “agency” was ambiguous as applied to the Washington State Association of 
Counties and the Washington Association of County Officials, both of which had 
some features of local agencies and some features of private ones. 95 Wn. App. at 
152, 158. Based on case law in other state and federal courts, the Telford court 
adopted the test we now use to “prevent[] governments from evading public 
oversight through creative contracting.” Fortgang, 187 Wn.2d at 513. 
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 518 (citing Clarke v. Tri-Cities Animal Care & Control Shelter, 144 Wn. App. 
185, 192, 181 P.3d 881 (2008)). 
No one factor is dispositive, and we have never held the factors to be 
exclusive. “Courts applying the test consider whether ‘the criteria on 
balance . . . suggest that the entity in question is the functional equivalent of a 
state or local agency.’” Id. (alteration in original) (quoting Clarke, 144 Wn. App at 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7
13
192). The Telford factors are applied, “[b]earing in mind that the purpose of 
the Telford test is to determine whether, with respect to the particular defendant 
entity at hand, immunity from [Public Records Act] requirements would frustrate 
the goal of government transparency.” Id. at 524. 
A. GOVERNMENTAL FUNCTION. First, we consider whether the entity 
performs core governmental functions. Id. Core governmental functions include 
(but are not limited to) police power functions. Id. at 524-25. Generally, the 
police power concerns the “peace, security, health, morals, and general welfare of a 
community.” State v. Mountain Timber Co., 75 Wash. 581, 586, 135 P. 645 
(1913), aff’d, 243 U.S. 219, 37 S. Ct. 260, 61 L. Ed. 685 (1917). 
In Telford, the court held that consulting with state and county officials, 
appointing persons to state and county boards, and participating in various state 
boards and commissions were governmental functions. 95 Wn. App. 163-64. In 
Cedar Grove, the court held that the government necessarily conceded that the 
work of a third-party contractor that provided professional communications 
services to a city was performing a governmental function when it argued the 
employee was “act[ing] as the functional equivalent of a city employee.” Cedar 
Grove Composting, Inc. v. City of Marysville, 188 Wn. App. 695, 719, 354 P.3d 
249 (2015). In Clarke, the court held that an animal shelter was performing a 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
14 
governmental function in carrying out animal control services. 144 Wn. App. at
194. 
In Spokane Research, the court concluded that providing community 
services that benefited low- and moderate-income residents was not a government 
function. Spokane Rsch. & Def. Fund v. W. Cent. Cmty. Dev. Ass’n, 133 Wn. App. 
602, 609, 137 P.3d 120 (2006). Other courts have held that “[w]hen such 
programs are conducted by an organization as a contractor rather than as 
governmental entity, however, the organization is not performing a governmental 
function.” Meri-Weather, Inc. v. Freedom of Info. Comm’n, 47 Conn. Supp. 113, 
119, 778 A.2d 1038 (Conn. Super. Ct. 2000), aff’d, 63 Conn. App. 695, 778 A.2d 
1006 (2001). Simply put, “serving public interests is not the exclusive domain of 
the government.” Spokane Rsch., 133 Wn. App. at 609. 
DBIA provides sanitation, public safety, hospitality, marketing, business 
development, transit, and management services. Seattle Ordinance 124175, § 5. It 
also engages and funds the police department to perform emphasis patrols.4 Thus, 
unlike the organization in Spokane Research, DBIA does more than just “provide 
community services.” 133 Wn. App. at 609. 
4 We recognize that the Seattle Police Department retains control over the officers. However, as 
amicus ACLU points out, emphasis patrols are usually “implemented at the behest of public 
officials,” and the Public Records Act ordinarily provides access to records of “the governmental 
and political process behind the public official’s decision.” Amicus Br. of ACLU Found. at 14-
15. The identification of “neighborhood hot spots,” though not dispositive, resembles a
governmental function.
15 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
We conclude that at least some of the services DBIA provides, such as 
public safety and sanitation, support the peace, security, health, and general 
welfare of the city and thus are core governmental functions. See Mountain
Timber Co., 75 Wash. at 586. This factor weighs in favor of concluding that DBIA
is the functional equivalent of a government agency.
B. GOVERNMENT FUNDING. The more public funding an agency receives, the
more likely this factor is met. Fortgang, 187 Wn.2d at 529. The “foremost 
consideration” is “the percentage of funds attributable to public sources,” although 
“the type of funding matters,” as well. Id. About 93 percent of DBIA’s funding 
traces to assessments imposed on district property owners by ordinance. The
amount of the assessments is determined by the city council, and, by law, all funds 
raised from the assessments are dedicated to the district. Seattle Ordinance
124175, § 14; RCW 35.87A.120; WASH. CONST. art. VII, § 9. This funding
scheme is not the type of “ordinary fee-for-services model [that] typically weighs 
against functional equivalency.” Fortgang, 187 Wn.2d at 529. This factor weighs 
heavily in favor of concluding that DBIA is the functional equivalent of a
government agency.
C. GOVERNMENT INVOLVEMENT. Our analysis of the “government control”
factor “distinguishes between day-to-day control (supporting functional 
equivalency) and mere regulation (supporting private entity status).” Id. at 530.
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
16 
DBIA submitted unrebutted evidence that the city is not involved in day-to-day 
operations. This factor weighs against concluding that DBIA is the functional 
equivalent of a government agency. 
D. GOVERNMENT CREATION. Our analysis of the final Telford factor focuses
less on “whether the government was involved in the entity’s creation” but, rather, 
“whether a government actually incorporated the entity at issue.” Id. at 531 
(emphasis added). As discussed above, the Downtown Business Association 
petitioned the city to create the Metropolitan Improvement District, which then 
contracted with DBIA. However, the government ultimately did not create DBIA. 
It was created by the Downtown Business Association, a private nonprofit. This 
factor weighs against concluding that DBIA is the functional equivalent of a 
government agency. 
The Telford factors are fairly balanced. But we apply these factors 
“[b]earing in mind that the purpose of the Telford test is to determine whether, with 
respect to the particular defendant entity at hand, immunity from [Public Records 
Act] requirements would frustrate the goal of government transparency.” Id. at 
524. For an individual like Horvath, who lives in the Metropolitan Improvement
District and pays assessments that fund DBIA’s operations and the salaries of its 
employees, DBIA’s immunity from the Public Records Act would clearly frustrate 
the goal of government transparency. 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
17 
In addition to those factors, Horvath argues that we should treat DBIA and 
the Metropolitan Improvement District as a single entity because DBIA often holds 
itself out to be the district. See CP at 375, 394, 422, 424. In this case, this factor 
weighs in favor of concluding DBIA’s records are public records, especially given
the government’s control and creation of the district itself. 
Given the undisputed facts of this case and the goal of government 
transparency, we conclude that DBIA is the functional equivalent of a government 
agency. Horvath’s request for attorney fees on appeal is granted with the amount 
to be determined by the trial court after remand. 
CONCLUSION
We hold that DBIA is the functional equivalent of a government agency and 
thus subject to the Public Records Act. Accordingly, we reverse the Court of 
Appeals and remand to the trial court for further proceedings consistent with this 
opinion. 
Horvath v. DBIA Servs. dba Metro. Improvement Dist., No. 103339-7 
18
WE CONCUR:
_____________________________ ____________________________
_____________________________ ____________________________
_____________________________ ____________________________
_____________________________ ____________________________
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
1 
No. 103339-7 
MADSEN, J. (concurring in part and dissenting in part)—I agree with the 
majority’s holding that the standard of review on summary judgment is de novo. That is 
the only issue on which we granted review, and I would limit our scrutiny accordingly. 
Nevertheless, the parties in this case briefed and argued a different issue: whether DBIA 
Services, a private nonprofit, qualifies as the functional equivalent to a public agency and 
is therefore subject to the Public Records Act (PRA), chapter 42.56 RCW. 
Functional equivalency is determined by applying a four-factor test established in 
Telford v. Thurston County Board of Commissioners, 95 Wn. App. 149, 162-63, 974 P.2d 
886 (1999). Applying these factors to DBIA, the trial court concluded that the nonprofit 
was not functionally equivalent to a public agency. I would affirm the trial court. 
Because the majority comes to a different conclusion, I respectfully dissent. 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
2 
BACKGROUND 
This case implicates three local and state entities. The primary actor is DBIA 
Services, which operates as the program manager for the Metropolitan Improvement 
District (MID). Both are local to the city of Seattle. The MID was created pursuant to 
state legislation—parking and business improvement areas (PBIAs), chapter 35.87A 
RCW. Understanding how these entities originated and the purposes underlying them is 
helpful in determining whether DBIA is the functional equivalent of a government 
agency or merely a private government contractor. 
Lawmakers authorized cities and towns to create PBIAs in 1971. LAWS OF 1971, 
1st Sp. Sess., ch. 45. The legislative purpose of PBIAs is to drive economic development 
and neighborhood revitalization, and to facilitate cooperation of merchants, businesses, 
and residential property owners, which in turn assists with trade, economic viability, and 
livability. RCW 35.87A.010. PBIAs are geographic areas that are established for certain 
purposes, including acquiring, constructing, or maintaining parking facilities; decorating 
public places; sponsoring or promoting public events; furnishing music; providing 
professional management, planning, and promotion; providing maintenance and security 
for common, public areas; or providing transportation services. RCW 35.87A.010(1). 
PBIAs are funded by special assessments on all businesses and residential 
buildings in the improvement area and must benefit the properties within that area 
specifically, rather than the community at large. City of Seattle v. Rogers Clothing for 
Men, Inc., 114 Wn.2d 213, 227-28, 787 P.2d 39 (1990). To establish a PBIA, citizens 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
3 
must draft and submit a petition to the legislative body. RCW 35.87A.030. The petition 
must contain a description of the boundaries of the proposed area, proposed “uses and 
projects to which the proposed special assessment revenues shall be put and the total 
estimated cost thereof,” and estimated rate of levy of the assessments broken down by 
business and residential payers. Id. There is then a hearing on the petition. RCW 
35.87A.060. If the legislative authority decides to establish the proposed area, it shall do 
so by ordinance. RCW 35.87A.100. That ordinance must contain a description of the 
boundaries of the area, statement of the businesses and residential projects subject to the 
special assessments, rate of assessments, and importantly the “uses to which the special 
assessment revenues shall be put.” Id. 
The legislative authority has “sole discretion” on how to use the revenues “within 
the scope of the purposes.” RCW 35.87A.110. That authority may contract with a 
chamber of commerce or other business association operating within the legislative 
authority’s boundaries to “administer the operation of a [PBIA], including any funds.” 
Id. The purposes and functions of PBIAs may be accomplished in part by “any other 
method otherwise provided by law, including provisions for local improvements.” RCW 
35.87A.220. 
The city of Seattle created a local PBIA, the MID, in 1999 and renewed it most 
recently in 2023. In Seattle’s 2013 ordinance renewing the MID, it provided a list of 
specific programs for which funds must be spent: clean services, safety outreach and 
hospitality, marketing and communication, business development and market research, 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
4 
and transit bike and parking services. The city of Seattle sets the amount and collects the 
assessments, with a program manager handling daily operations. The ratepayer advisory 
board, consisting of private citizens within the MID assessment area, selects the program 
manager. That manager determines the specific services to be provided through a work 
plan and budget submitted to the advisory board, and ratepayers vote on approval at an 
annual meeting. The work plan and budget, if approved, go to the city of Seattle and the 
city authorizes payment for services. The plan is limited to the specific services 
authorized by statute and ordinance. 
Finally, DBIA is the contracted program manager for the MID. It is a private 
nonprofit corporation, affiliated with the Downtown Seattle Association (also a private 
nonprofit, created in 1958). None of the association’s governing board or DBIA 
leadership are Seattle employees or officials. DBIA’s contract calls for it to submit 
invoices to Seattle for its services for reimbursement. 
Steve Horvath, a resident in the MID, requested numerous public records for the 
district from Seattle’s Office of Economic Development. Horvath eventually requested 
records from the association. The association and DBIA provided many of the requested 
records but did not release staff compensation information. 
Horvath then sued “DBIA Services DBA [(doing business as)] Metropolitan 
Improvement District” for violating the PRA. Clerk’s Papers (CP) at 1-10. Horvath 
argued that DBIA and the MID were essentially the same entity and should be treated as 
such for PRA purposes, which DBIA disputed. At trial, Horvath and DBIA both sought 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
5 
summary judgment. Considering DBIA as a single entity under the Telford factors, the 
trial court issued a comprehensive ruling in favor of DBIA. The court concluded DBIA 
was not the functional equivalent of a government agency and therefore not subject to the 
PRA. The Court of Appeals affirmed, holding that the standard for summary judgment 
review was abuse of discretion rather than de novo and that the court properly applied 
Telford under the abuse of discretion standard. Horvath v. DBIA Servs., 31 Wn. App. 2d 
549, 562-73, 551 P.3d 1053 (2024). 
Horvath sought review in this court, which we granted. At oral argument, Horvath 
agreed that the petition raised only the issue of the proper standard of review but asked 
this court to address the merits of the ruling below as an issue of statewide importance. 
Wash. Sup. Ct. oral arg., Horvath v. DBIA Servs., No. 103339-7 (May 27, 2025), at 1 
min., 55 sec., video recording by TVW, Washington State’s Public Affairs Network, 
https://tvw.org/video/washington-state-supreme-court-2025051176/. 
DISCUSSION 
The PRA mandates government transparency by requiring among other things the 
disclosure of public records held by public agencies. See LAWS OF 1973, ch. 1; RCW 
42.56.010. While disclosure may be the rule and secrecy the exception, the PRA’s 
disclosure mandate applies only to public agencies. See majority at 2. On the other 
hand, governments may contract with private entities to perform various functions. E.g.,
Fortgang v. Woodland Park Zoo, 187 Wn.2d 509, 387 P.3d 690 (2017) (noting state 
legislation authorizing certain cities to contract with nonprofits for management and 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
6 
operation of zoos and aquariums). To ensure that government cannot evade public 
oversight through creative contracting, Washington courts consider whether a private 
entity is the functional equivalent of a government agency. Telford, 95 Wn. App. at 162-
63. This four-factor inquiry assists courts in deciding the central question of whether a
private entity has “step[ped] into the shoes of the local government” and is therefore 
bound by public disclosure laws. Clarke v. Tri-Cities Animal Care & Control Shelter, 
144 Wn. App. 185, 194, 181 P.3d 881 (2008). 
The Telford factors include (1) whether the entity performs a governmental 
function, (2) the level of government funding, (3) the extent of government involvement 
or regulation, and (4) whether the entity was created by government. 95 Wn. App. at 162
(citing Bd. of Trs. v. Freedom of Info. Comm’n, 181 Conn. 544, 436 A.2d 266, 270-71 
(1980)). 
As the majority notes, Telford is a balancing test and this court has not held the 
factors to be exclusive. Majority at 15. Indeed, Telford recognized that an additional 
consideration—whether an entity has the authority to make and implement decisions—
could be relevant and examined under the governmental function factor. 95 Wn. App. at 
163 (citing Marks v. McKenzie High School Fact-Finding Team, 319 Or. 451, 423, 878 
P.2d 417 (1994)); Domestic Violence Servs. of Greater New Haven, Inc. v. Freedom of
Info. Comm’n, 47 Conn. App. 466, 474, 704 A.2d 827 (1998) (applying the same factor). 
As a preliminary matter, Horvath has argued consistently that DBIA and the MID 
are a single entity to which Telford should be applied. The trial court reasoned, however, 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
7 
the MID is a geographic area and not an “actor” subject to the PRA. CP at 743, 745. The 
majority does not discuss the nature of the MID but endorses some distinction between 
the entities because it applies Telford only to DBIA—until the final factor, where the 
majority considers them together. See infra at 19. I would apply Telford consistently and 
only to DBIA. 
1. Governmental Function
The first Telford factor looks for “core” governmental functions or those that 
cannot be delegated to the private sector. Fortgang, 187 Wn.2d at 524 (citing Clarke, 
144 Wn. App. at 194; Telford, 95 Wn. App. at 165). The Court of Appeals has noted that 
a local government may delegate performance of a public function to a private entity, but 
it cannot avoid through delegation the responsibility to perform that function within PRA 
obligations. Cedar Grove Composting, Inc. v. City of Marysville, 188 Wn. App. 695, 
718, 354 P.3d 249 (2015) (citing Clarke, 144 Wn. App. at 194). This factor is concerned 
with the “nature of the disputed entity’s activities when determining whether it is 
performing an inherently ‘governmental function.’” Fortgang, 187 Wn.2d at 525-26. 
A core or inherently governmental function includes the exercise of police powers. 
Majority at 13 (citing Fortgang, 187 Wn.2d at 524). A city may contract with a private 
entity to perform functions held to be police powers, such as solid waste handling. 
Ventenbergs v. City of Seattle, 163 Wn.2d 92, 101-02, 178 P.3d 960 (2008). But an 
entity does not perform a governmental function merely because it contracts with the 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
8 
government pursuant to enabling legislation. Fortgang, 187 Wn.2d at 525. Therefore, a 
reviewing court must examine the legislation authorizing improvement districts. 
As previously stated, the purpose of PBIAs is to promote “economic development 
and neighborhood revitalization.” RCW 35.87A.010. To that end, the legislature 
allowed municipalities to establish improvement areas that may acquire, construct, or 
maintain parking facilities; decorate public places; sponsor or promote public events; 
furnish music; provide professional management and promotion; provide maintenance 
and security for common public areas; or provide transportation services. RCW 
35.87A.010(1). 
By its plain language, RCW 35.87A.010 does not delegate to improvement 
districts either police or governmental administrative powers. See Fortgang, 187 Wn.2d 
at 525-26. It does not authorize any listed purpose or activity that is inherently public or 
that cannot be delegated to the private sector or obligate any district to perform that 
function. See id. 
Unfortunately, neither Horvath nor the majority meaningfully discusses the 
enabling legislation, so I must presume the majority relies on subsection (1)(f)’s 
authorization to provide security for common public areas as implicating the police 
power. Again, however, nothing authorizes the districts themselves to undertake security 
or any other activity authorized by the statute. 
Turning first to security, clearly lawmakers did not intend security, which is 
mentioned in the statute, to be equivalent to the core governmental function of law 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
9 
enforcement. Subsection (1)(f) was added to RCW 35.87A.010 in 1985. See LAWS OF
1985, ch. 128, § 1. Public testimony in favor of the provision explained that it would 
“allow businesses to finance private security to supplement city law enforcement in areas 
requiring additional security.” H. BILL REP. ON SUBSTITUTE H.B. 1129, at 2 (emphasis 
added). 
Private security guards are not equivalent to governmental law enforcement. 
Where private security guards are invested by law with “plenary police powers such that 
they are de facto police officers,” they may qualify as state actors. Romanski v. Detroit 
Ent., LLC, 428 F.3d 629, 637 (6th Cir. 2005) (emphasis omitted).1
 However, 
Washington law does not invest security guards with plenary power. A “private security 
guard” is defined as an individual licensed under chapter 18.170 RCW and employed or 
referred to as a security officer or guard, armed escort or bodyguard, armored vehicle 
guard, burglar alarm response runner, or crowd control officer. RCW 18.170.010(19). A 
“sworn peace officer” is someone “who is an employee of the federal government, the 
state, a political subdivision, agency, or department branch of a municipality, or other 
unit of local government, and has law enforcement powers.” RCW 18.170.010(21) 
(emphasis added).2
 Thus, only sworn peace officers may exercise law enforcement 
1 Romanski, 428 F.3d at 637, concerned the public function test to determine whether a private 
party charged with deprivation of a constitutional right could be described as a state actor and 
therefore liable under 42 U.S.C. § 1983. There, casino security guards authorized under a 
Michigan statute to make arrests without warrants were found to be state actors because they 
were carrying out a public function. Id. at 638. 
2
 Although private security was not specifically regulated until 1991, Washington law recognized 
law enforcement agencies and peace officers as only those employed by local, state, or federal 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
10 
powers. Id. The legislature did not intend to authorize improvement districts to exercise 
police powers through law enforcement in RCW 35.87A.010(1)(f). 
Nor does Seattle Ordinance 124175, the local legislation reestablishing Seattle’s 
improvement area, authorize DBIA to exercise police power. Cities, like the State, may 
exercise police power and may delegate the performance of that power to private entities. 
WASH. CONST. art. XI, § 11; Clarke, 144 Wn. App. at 193. The ordinance lists “law 
enforcement” as one of the programs for which funds must be used. Seattle Ordinance 
124175, § 5. Taken alone, this mandate appears to support Horvath’s claim that DBIA is 
engaged in a governmental function. But we do not read statutory language in isolation. 
We interpret ordinances like statutes according to the rules of statutory 
construction. Ford Motor Co. v. City of Seattle, 160 Wn.2d 32, 41, 156 P.3d 185 (2007). 
In determining the plain meaning of an ordinance, we consider the language at issue and 
the context of the ordinance. Id.; State v. Campbell & Gwinn, LLC, 146 Wn.2d 1, 11, 43 
P.3d 4 (2002). Seattle Ordinance 124175 requires funds to be used for law enforcement,
but it also clarifies that the listed activity is “supplemental” to “law enforcement provided 
by the City and [is] not intended to displace any services regularly provided by municipal 
government.” Seattle Ordinance 124175, § 5 (emphasis added). The ordinance itself 
distinguishes between law enforcement funded by revenues from the district and regular 
governmental law enforcement provided by the city of Seattle. 
governments when RCW 35.87A.010 was amended in 1985. E.g., former ch. 10.93 RCW
(1985); LAWS OF 1985, ch. 89, § 2. 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
11 
Setting this aside and assuming delegation of law enforcement authority, the 
ordinance does not explain how the district’s program manager will exercise that power. 
Law enforcement is traditionally exercised by state and local government, regulated by 
state and local law. E.g., SEATTLE MUNICIPAL CODE (SMC) 3.28.150-.220 (allowing the 
chief of police to issue special commissions to government employees or former police 
officers to assist the police department in enforcing laws). See generally SMC ch. 3.28 
(police department regulations); RCW 10.93.070 (concerning the general authority of 
peace officers). The ordinance contains no cross-reference to any relevant authority. It 
does not elaborate on the type of law enforcement that is permitted. Nor does the 
ordinance require contracting for law enforcement services with the Seattle Police 
Department (SPD) or any other law enforcement agency. 
Read in proper context, Seattle Ordinance 124175’s reference to “law 
enforcement” does not show a legislative intent to delegate police power to DBIA. The 
enabling legislation makes this clear—the addition of “security” to RCW 35.87A.010(1) 
was intended to allow district revenues to fund private security. That DBIA contracts 
with SPD to provide this type of security does not transform it into a governmental
function even when SPD performs law enforcement duties during security patrols. 
Our PRA case law clarifies how a private entity can perform that type of 
governmental function. In Clarke, the Tri-Cities Animal Care & Control Shelter 
employed animal control officers whose duties included taking oaths to enforce the area’s 
animal control regulations. 144 Wn. App. at 193. The shelter and its officers were 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
12 
authorized to seize and destroy pets, and the officers were required to comply with “the 
same constitutional and statutory restrictions concerning the execution of police powers 
imposed on law enforcement.” RCW 16.52.015(2). Because the local government 
granted the shelter the ability to execute police powers under state statute, the Court of 
Appeals held that the shelter performed a governmental function. Clarke, 144 Wn. App. 
at 193. 
Unlike Clarke, no state or local authority permits DBIA to execute law 
enforcement duties. DBIA contracts with private security guards for on-site guarding, 
crowd management, and check-ins. They cannot enforce laws or ordinances. DBIA 
ambassadors are allowed to talk with unhoused persons about city ordinances preventing 
lying in door- and entryways, but the ambassadors cannot remove anyone or issue 
citations. Id. They cannot enforce laws or ordinances. DBIA also contracts with SPD to 
fund supplemental emphasis patrols. But when SPD enforces laws and ordinances on 
these patrols, it does so under the city’s auspices. SPD officers remain city employees 
and the city (through the police chief) retains complete “direction, management and 
control” of the SPD officers. CP at 250, §§ 1.2, 1.4 (“Assignment of personnel to 
accomplice the supplemental police services requested . . . shall be at the sole discretion 
of the CITY’s Police Chief or her designee.”). Neither Horvath nor the majority provides 
any authority holding that funding supplemental police patrols constitutes a governmental
function. Indeed, given that our case law imposes premises liability on business owners, 
businesses that choose to provide security for their customers would be government 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
13 
agencies under the majority’s analysis. E.g., Nivens v. 7-11 Hoagy’s Corner, 133 Wn.2d 
192, 202-03, 943 P.2d 286 (1997) (holding that a special relationship exists between a 
business and an invitee and that business owners have a duty to keep their premises 
reasonably free from physically dangerous conditions where business invitees may be 
harmed by third persons). I would hold that DBIA does not engage in law enforcement 
activities as a police power nor is it exercising a delegated governmental power, thus it 
does not perform a governmental function. 
Horvath and the majority also point to DBIA’s sanitation services as an exercise of 
police power but do not discuss the enabling legislation or the nature of the service as 
Fortgang directs.3
 The provision references neighborhood revitalization, liveability, and 
decoration of public places. RCW 35.87A.010. The statute is silent, however, on 
sanitation. Section 5 of Seattle Ordinance 124175 states that revenues must be spent on 
“Clean Services” but does not define what those services entail. Exhibit B, the 
improvement district work plan, describes the cleaning services as neighborhood and 
alley cleanings, animal/human waste removal, graffiti removal, hypodermic needle 
disposal, sidewalk and gutter trash removal, sidewalk and storm drain leaf pickup, 
3
 Horvath cites two cases in support: a Connecticut case recognizing sanitation as a traditional 
public service and a Washington case concerning whether a city may tax revenue received by a 
public utility district for the sale of domestic water within city limits. Pet’r’s Suppl. Br. at 19-20 
(citing Domestic Violence Servs., 47 Conn. App. at 474; City of Wenatchee v. Chelan County 
Pub. Util. Dist. No. 1, 181 Wn. App. 326, 352-53, 325 P.3d 419 (2014) (Fearing, J., concurring)). 
The Connecticut case merely reaffirms that sanitation is a police power but does not elaborate on 
the nature of the activity. The Washington case is not relevant here, considering the entity 
providing the water was undisputedly public (a public utility district) while DBIA is 
undisputedly private. The case is also inapposite because the function at issue was a tax on the 
sale of domestic water. At issue here is the nature of DBIA’s sanitation services. 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
14 
sidewalk pressure washing, and trash can emptying. Similar to DBIA’s provision of 
supplemental police patrols, Horvath and the majority do not identify any precedent 
holding additional sanitation services are an inherently governmental function. Again, if 
a business owner hires people to pick up trash or drug paraphernalia in front of their 
premises, they would be a government agency under the majority’s analysis. E.g., 
Nivens, 133 Wn.2d at 202-03. I would hold that DBIA’s cleaning services are not 
equivalent to sanitation as a police power, and therefore this service is not a 
governmental function. 
Nevertheless, even assuming that DBIA exercises police power via sanitation and
law enforcement, the inquiry does not end here. Telford recognized that the 
governmental function analysis includes, where relevant, whether an entity has the power 
to make and implement decisions. 95 Wn. App. at 163; Shavlik v. Dawson Place, 11 Wn. 
App. 2d 250, 263, 452 P.3d 1241 (2019); Domestic Violence Servs., 47 Conn. App. at 
475. 
Shavlik explored this factor and is instructive. In that case, a domestic violence 
nonprofit employed child interview specialists to conduct forensic interviews with child 
victims pursuant to a county contract. Shavlik, 11 Wn. App. 2d at 262. The interviews 
were used in criminal investigations and prosecutions, and specialists worked with 
prosecutors to develop cases. Id. The Court of Appeals held that this was not a 
governmental function because the nonprofit had “no control over investigatory and 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
15 
charging decisions” and the police could conduct investigations without the nonprofit’s 
assistance. Id. at 262-63. 
Here, as in Shavlik, the city already provides sanitation and law enforcement to the 
improvement area without DBIA’s assistance. DBIA provides, through contracting with 
partners, only supplemental street cleaning and funds additional SPD patrols. Seattle 
Ordinance 124175, Ex. B “(The MID intends to partner with the Millionair Club to 
deliver cleaning services in Belltown.”). DBIA ambassadors clean up trash on streets, 
clear garbage or debris from sidewalks, and remove graffiti; DBIA does not repair streets 
or issue fines or citations relating to graffiti or have any control over the city’s sanitation 
services. Moreover, also like Shavlik, DBIA has no authority to control SPD officers. 
DBIA cannot issue or enforce regulations. Its ambassadors and staff may conduct 
welfare checks and provide information on available services but cannot provide medical 
services or arrest individuals violating city ordinances. In short, DBIA has no power to 
govern, regulate, or make decisions affecting government. See Shavlik, 11 Wn. App. 2d 
at 263. Thus, the first Telford factor weighs against holding DBIA to be a public entity. 
The majority holds otherwise. Majority at 13, 15. It lists police powers such as 
public safety and sanitation and concludes that, because DBIA provides at least some
those services, it provides core governmental functions. Id. at 15. But the majority does 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
16 
not pair this broad conclusion with any discussion of the actual “nature” of DBIA’s 
activities as an exercise of police power.4
 Fortgang, 187 Wn.2d at 525-26. 
Nor does the majority explain how a private entity like DBIA can exercise police 
power—an authority that only government possesses. Manufactured Hous. Cmtys. of 
Wash. v. State, 142 Wn.2d 347, 354, 13 P.3d 183 (2000) (plurality opinion) (“Police 
power is inherent in the state by virtue of its granted sovereignty.” (emphasis added)), 
overruled in part on other grounds by Chong Yim, 194 Wn.2d 651, 451 P.3d 675 (2019); 
Ventenbergs, 163 Wn.2d at 100 (Local governments have the “power to enact and 
enforce police and sanitary regulations.” (citing WASH. CONST. art. XI, § 11)). 
Under the majority’s holding, all that is required for an entity to perform a 
governmental function is to provide a service supporting public health and safety (the 
police power), without an analysis of whether there is authority delegating that power or 
the nature of the service that is authorized or performed. See majority at 13-15. This rule 
will create unintended and problematic consequences for private entities engaging with 
government. 
For example, large events such as concerts held at Seattle stadiums, the Capitol 
Hill Block Party, Seafair, and the Seattle Pride Parade must have public safety 
management plans requiring SPD presence as well as emergency medical and fire 
services. See Public Safety and Event Management, CITY OF SEATTLE, 
4
 The majority reviews PRA cases that identified governmental functions, but the relevance of 
those cases is vague considering the majority does not connect them to the issue presented here. 
Majority at 14 (citing Telford, 95 Wn. App. 163-64, Cedar Grove, 188 Wn. App. at 719, and 
Clarke, 144 Wn. App. at 194). 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
17 
https://www.seattle.gov/special-events/public-safety/public-safety-and-eventmanagement#largeevents1000ormoreattendees. The Seafair Foundation or Seattle Pride, 
both 501(c)(3) nonprofit foundations, have worked with SPD for additional security 
services and road closures for events. Seafair Weekend Festival Neighborhood Passes, 
SEAFAIR, https://www.seafair.org/neighborhood/ [https://perma.cc/58VE-3A7A]; Seattle 
Pride Statement on Police Involvement at the Seattle Pride Parade, SEATTLE PRIDE, 
https://seattlepride.org/news/seattle-pride-statement-on-police-involvement-at-the-seattlepride-parade [https://perma.cc/U85Y-79SY]. Under the majority’s holding, Seafair’s and 
Seattle Pride’s contracts with SPD for additional security services constitute an inherently 
governmental function. This result makes little sense considering Telford’s purpose is to 
identify entities effectively stepping into the shoes of government and “not . . . erod[ing] 
the privacy of any entity contract[ing] with government to further the public interest.” 
Fortgang, 187 Wn.2d at 526. The governmental function factor was not intended to be 
limitless, turning any private entity that engages with a city’s police power by contracting 
for supplemental services into a governmental agency. 
2. Government Funding
The more public funding an agency receives, the more likely this factor is 
satisfied. Id. at 529. DBIA is almost entirely funded by district revenues. The majority 
concludes that DBIA’s 93 percent public funding weighs “heavily” in favor of finding 
DBIA is functionally equivalent to a government agency. Majority at 15-16. I disagree. 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
18 
Generally, Washington and out-of-state cases focus on the percentage of funding 
attributable to public sources. Fortgang, 187 Wn.2d at 528-29. Foreign cases have also 
looked beyond percentage and considered the nature of the funding scheme. Id. at 528. 
Fortgang noted that a funding scheme weighs in favor of functional equivalency when it 
is a fixed allocation, such as designated levy funds, but a fee-for-service model weighs 
against functional equivalence “even where an entity receives all or most of its funding 
from public sources.” Id. 
This court has also stated that our PRA cases “suggest” that the percentage of 
public funding is the “foremost consideration when applying [this] factor.” Id. at 529 
(emphasis added) (citing Cedar Grove, 188 Wn. App. at 720; Clarke, 144 Wn. App. at 
194-95; Telford, 95 Wn. App. at 164). But none of the cited cases examined the
percentage of public funding. Out-of-state cases have recognized that “a substantial 
amount of government funding is also not sufficient to render that entity a public 
agency.” Dow v. Caribou Chamber of Com. & Indus., 2005 ME 113, ¶ 15, 884 A.2d 
667, 671; Frederick v. City of Falls City, 289 Neb. 864, 878, 857 N.W.2d 569 (2015); 
State ex rel. Oriana House, Inc. v. Montgomery, 110 Ohio St. 3d 456, 463, 2006-Ohio4854, ¶ 29, 854 N.E.2d 193 (citing Irwin Mem. Blood Bank of S.F. Med. Soc’y v. Am. 
Nat’l Red Cross, 640 F.2d 1051, 1056-57 (9th Cir. 1981) (receipt of money from 
government contracts did not make the Red Cross an agency subject to the Freedom of 
Information Act, absent substantial federal control or supervision of its operations)). The 
Maine Supreme Court reasoned that even substantial government funding is insufficient 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
19 
under this factor because, if so, “any private organization that received grant money” 
could be deemed a public agency. Dow, 2005 ME 113, ¶ 15, 884 A.2d at 671. 
Further, as DBIA argues, the funding method here is unique. Resp’t DBIA Servs.’ 
Suppl. Br. at 27-29 (quoting McMillan v. Tacoma, 26 Wash. 358, 361-62, 67 P. 68 (1901) 
(recognizing the “‘entirely distinct’” theories of general taxation and special 
assessments)). The nature of the MID revenues must be spent on purposes identified in 
the ordinance (or initiation petition) and can be used only to benefit the assessment area. 
Id. at 28-29 (citing RCW 35.87A.120; Rogers Clothing for Men, 114 Wn.2d at 227-28 
(assessments benefit property within the improvement area)). This funding method is 
distinct from general tax or levy dollars at issue in previous Telford cases. 
Here, the nature of DBIA’s funding reflects a fee-for-service model. The city of 
Seattle pays out assessment funds as DBIA submits invoices. Seattle cannot legally 
spend the special assessment funds for any other purpose except those identified in the 
initiation petition or ordinance. Horvath, 31 Wn. App. 2d at 571 n.18. This model 
weighs against the second Telford factor. Fortgang, 187 Wn.2d at 529 (“[T]he type of 
funding matters and, specifically, . . . an ordinary fee-for-service model typically weighs 
against functional equivalency”). The nature of the funding is unique when compared 
with prior Telford cases. And finally, I share the concern identified by the Maine 
Supreme Court that any entity that receives public funds, such as a grant or contracting 
with a government, could be deemed a public agency. For these reasons, I would hold 
that this factor weighs against functional equivalence. 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
20 
3. Government Control/Involvement
I agree with the majority that the city of Seattle is not involved in the daily 
operations of DBIA, and this factor weighs against concluding DBIA is functionally 
equivalent to a government agency. Majority at 16. 
4. Entity’s Origin/Government Creation
The majority is correct that the government did not create DBIA. Id. at 16-17. 
DBIA is a private, nonprofit corporation administering the MID. This factor weighs 
against functional equivalency for DBIA. The majority agrees. Id. I would leave it at 
that. 
The majority does not. Instead, the majority turns to the purpose of the Telford 
test—whether immunity from the PRA would frustrate government transparency—to 
accept Horvath’s claim that we should treat DBIA and improvement district as a single 
entity. Id. Consequently, the majority turns the purpose of the test into a new factor and 
then weighs this factor in favor of concluding DBIA’s records are public given the 
government’s control and creation of the MID, and because DBIA has held itself out as
the MID. Id. 
It is puzzling why the majority chooses this factor to examine DBIA and the MID 
together when it examined DBIA alone for every preceding factor. See majority at 13-16. 
Even if DBIA at times described itself as doing business as the MID or as the MID in 
communications, that does not transform it into a government entity. E.g., Graham v. 
State Bar Ass’n, 86 Wn.2d 624, 626, 548 P.2d 310 (1976) (acknowledging that reference 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
21 
to an entity as an agency for one purpose does not control for all purposes). Like the 
majority did for the first three Telford factors, I would continue analyzing DBIA as a 
single entity. 
5. Balancing of Factors
Unlike the majority, I would conclude that on balance the Telford factors weigh 
against PRA coverage. For the first factor, DBIA does not provide a core governmental
function. Neither state legislation nor local ordinance delegates any police power to 
DBIA. At most, DBIA supplements what are generally recognized as governmental
functions by contracting with SPD for additional patrols5
 and sanitation services through 
contracts with private entities—both of which the city itself provides. Most importantly, 
DBIA has no authority to control SPD officers or city-provided sanitation. 
The remaining factors weigh against functional equivalency. DBIA receives 
substantial public funding, but the nature of the scheme is a fee-for-service model. The 
city of Seattle has some involvement with DBIA but exercises no meaningful control 
over DBIA’s daily operations.6
 Though the improvement district was enacted through 
5
 Many private entities contract for extra police services, including sporting events, parades, and 
rallies to name a few, illustrating again the far reach of the majority’s analysis.
6 Under the majority’s approach, entities contracting with municipalities like Seattle will likely 
be required to disclose information that the city is able to provide. In this case, the Office of 
Economic Development provided almost all the requested records except DBIA staff 
compensation. Now, private entities will likely be discouraged from contracting with Seattle 
(and other municipalities with PBIAs) if their internal personnel records revealing salaries, 
vacation, sick leave pay, and training records are available to the public. See DeLong v. 
Parmelee, 157 Wn. App. 119, 161-62, 236 P.3d 936 (2010). 
Horvath v. DBIA Services DBA Metropolitan Improvement District 
(Madsen, J., concurring in part and dissenting in part)
22 
ordinance, it was first initiated via citizen initiative and the government was not involved 
in DBIA’s creation. 
As in Fortgang, the relationship between the city of Seattle and DBIA does not 
implicate Telford’s central concern: identifying private entities that have effectively 
assumed the role of the government. 187 Wn.2d at 526. Rather, DBIA is a private entity 
contracting with the government to provide services in support of economic development 
and neighborhood revitalization. RCW 35.87A.010(1). I would therefore affirm the trial 
court’s ruling that DBIA is not an “agency” subject to the PRA. 
With these considerations in mind, I respectfully dissent.