AGO 1956 No. 284 - Jun 11 1956
HEALTH DISTRICTS -- POWER TO ACQUIRE AND HOLD REAL PROPERTY -- CITIES, TOWNS AND COUNTIES -- POWER TO CONTRACT WITH OTHER MUNICIPAL CORPORATIONS -- POWER TO ACQUIRE AND DISPOSE OF REAL PROPERTY FOR PUBLIC PURPOSES
It is lawful for a primary city (as defined by RCW 70.46.010), a county and a health district (created by said city and county) to enter into an agreement whereby the city conveys real property to the county for construction thereon by the county of an office building, which improved real property is leased by the county to the health district under a ten or fifteen year lease‑purchase agreement by virtue of which the district acquires title to the property at the end of the rental term.
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June 11, 1956
Honorable Tom A. Durham
Whatcom County Court House
311 Grand Avenue
Bellingham, Washington Cite as: AGO 55-57 No. 284
You have requested the opinion of this office on a certain question which we paraphrase as follows:
Where the county of Whatcom and the city of Bellingham have organized a health district pursuant to RCW 70.46.010, would the following proposed arrangement for acquisition of an office building by the said health district be legal:
The city of Bellingham would convey certain real property to Whatcom county for the purpose of construction thereon by Whatcom county of an office building, which real property as so improved would be leased by Whatcom county to the health district on a ten or fifteen year lease‑purchase agreement whereby the health district would acquire title to the property at the end of the lease term.
[[Orig. Op. Page 2]]
We answer your question in the affirmative.
(1) The first problem to be considered is whether the city has the power to convey real property to the county for the purpose mentioned.
Bellingham is a city of the first class. RCW 35.22.280, enumerating specific powers of cities of the first class, indicates that such cities may dispose of lands "as the interests of the corporation may, from time to time require." Unless restricted by law, a municipal corporation may transfer, donate or dedicate property for particular public uses, especially if such purposes are calculated to advance the governmental and municipal interests of the locality. 10 McQuillin on Municipal Corporations, (3rd Ed.) 104 § 28.43.
The case ofBank of Commerce v. Huddleston, 291 S.W. 422, 172 Ark. 999, is helpful. The court there held that a city had the power to donate its funds to a local improvement district, the territorial boundaries of which coincided with its own, to defray the cost of a water and light plant since the city had the power in any event to provide water and lighting for its inhabitants and could incur indebtedness for that purpose. The court pointed out that the general public would benefit by such an improvement within the city limits.
We see no distinction in principle between the Huddleston case and the instant case.
In the instant case the general public of the city of Bellingham derives benefit from the local health district. Furthermore, the city of Bellingham has the power, acting independently, to provide the same service to its inhabitants that the health district provides. RCW 70.04.030; RCW 35.22.570. The fact that the property is conveyed to the county instead of the health district is immaterial as the conveyance is for the use and purposes of the health district. Moreover, the county will derive no special benefit from this property other than those benefits provided by the health district in which the city shares. Therefore, on the basis of the authorities set forth, we feel that the city has the power to convey real property to the county for the said purposes.
[[Orig. Op. Page 3]]
(2) Secondly, we must consider whether the county has the power to acquire this land, incur indebtedness for construction on the land of a health district office building, and to lease the same to the health district on a ten or fifteen year lease‑purchase agreement whereby the health district would acquire title at the end of the rental term.
The pertinent statutes provide as follows:
"The several counties in this state shall have capacity as bodies corporate to sue and be sued in the manner prescribed by law; to purchase and hold lands within their own limits; to make such contracts, and to purchase and hold such personal property, as may be necessary to their corporate or administrative powers, and to do all other necessary acts in relation to all the property of the county."
"A county through its board of county commissioners may contract indebtedness for general county purposes, not exceeding in amount, together with the existing indebtedness of the county, one and one‑half percent of the last assessed valuation of the taxable property in such county, to be ascertained by the last assessment for state and county purposes previous to the incurring of such indebtedness."
"The board of county commissioners may dispose of county property to another governmental agency and may acquire property for the county from another governmental agency by means of private negotiation upon such terms as may be agreed upon and for such consideration as may be deemed by the board of county commissioners to be adequate."
". . .Provided, That if a county owns property within or outside the corporate limits of any city or town or anywhere in the county suitable for municipal [[Orig. Op. Page 4]] purposes, or for commercial buildings, or owns property suitable for manufacturing or industrial purposes or sites, or for military purposes, or for temporary or emergency housing, or for any requirement incidental to manufacturing, commercial, agricultural, housing, military, or governmental purposes, the board of county commissioners may lease it for such purposes for any period not to exceed thirty-five years: . . ."
Counties have no powers except those expressly conferred by the constitution and state laws, or those which are reasonably or necessarily implied from the granted powers. State ex rel. Taylor v. Superior Court of King County, 2 Wn. (2d) 575. Health administration is a general county purpose. RCW chapter 70.06.
The statutes above cited grant a county the power to acquire land and incur indebtedness to construct a building for county health administration purposes and to convey or lease real property to other municipalities upon such terms as are agreed, except that a lease shall not be entered for a term longer than thirty-five years. A reading of the laws pertaining to health districts (chapter 70.46 RCW) indicates that they have very limited financial powers. They are entirely dependent upon the counties and/or the cities creating or participating in them for revenues. Because of this lack of financial power health districts have a very limited independent existence. They are quasi-municipal corporations in the nature of administrative organs of the counties and/or cities composing them and must of necessity have a closer relationship to these counties and cities than would ordinarily exist between separate municipal corporations.
For these reasons, and in view of the holding in Bank of Commerce v. Huddleston and the language in 10 McQuillin on Municipal Corporations. (3rd Ed.) 104, § 28.43,supra, we feel that where the county has created a separate health district for administration of its health program, it may exercise the aforesaid granted powers in aid of the health district where the exercise of such powers results in some benefit to the public. Therefore, we are of the opinion that the county may acquire property and incur indebtedness to construct a health administration building and lease the same to the health district on a ten or fifteen year lease‑purchase agreement whereby the health district acquires title to said real property at the end of the lease term.
[[Orig. Op. Page 5]]
(3) Thirdly, we must determine whether the health district has the power to enter the proposed contract with the county and thereby to lease and acquire title to real property for use as an office building.
The pertinent statute provides as follows:
"The district board of health shall constitute the board of health for all the territory included in the district, and shall supersede and exercise all the powers and perform all the duties vested in the county, city, or town board of health of any county, city, or town in the district, except as herein otherwise provided."
Districts organized or authorized by the legislature with limited powers for the carrying out of some particular public purpose are often designated quasi-municipal corporations. 1 McQuillin on Municipal Corporations, (3rd Ed.) 482, § 2.28. A quasi-municipal corporation is merely a public agency endowed with such of the attributes of a municipality as may be necessary in the performance of its limited objective. 1 McQuillin on Municipal Corporations, (3rd. Ed.), 466, § 2.13. One of the attributes of a municipal corporation, unless restrained by statute, is the power to purchase and hold such real estate as may be necessary to the proper exercise of any power essential to the purposes for which it was created. 10 McQuillin on Municipal Corporations, (3rd. Ed.) 6, § 28.02.
RCW 70.46.060 gives health districts broad powers by reference to the powers of the public health boards of the counties and/or cities composing the particular health district. The exercise of these powers by the health district supersedes their exercise by any one of the component municipalities of the health district. OAG 49-51 302 [[Opinion No. 49-51-302 to J. A. Kahl, Department of Health on July 18, 1950]]. By virtue of this grant of power, by reference health districts are given numerous powers and duties with regard to public health regulation within the district. Among these powers are the power to promulgate regulations for the control of infections disease (RCW 70.06.090), the power to establish quarantine stations, pesthouses and isolation hospitals (RCW 70.06.090), and the power to seize and store goods from infected vessels arriving at seaports within the district (RCW 70.16.030). The exercise of many of these powers clearly necessitates the use of real property. The municipalities to [[Orig. Op. Page 6]] which these powers were originally granted have the power to acquire and hold real property in the exercise of these powers.
In our opinion, by having granted to health districts certain powers, many of which necessitate the use of real property, the legislature must have intended such districts to have the general power to acquire and hold real property for district purposes.
Turning our attention to the question of the manner in which the property is to be acquired, we find that property may be acquired by a municipality by an ordinary method, in the absence of statutory restriction. 10 McQuillin on Municipal Corporations, (3rd Ed.) 34 § 28.15. The power to acquire property carries with it the right to agree on the consideration, and unless restricted a municipality may purchase property on each or credit. 10 McQuillin on Municipal Corporations, (3rd Ed.) 16, § 28.07. We believe, therefore, that a lease‑purchase agreement of the kind contemplated would be authorized.
For these reasons and on the basis of the authority cited, we feel that the health district may contract with the county for acquisition and ownership of an office building on the terms and conditions you have mentioned.
We conclude that it is lawful for a primary city, as defined by RCW 70.46.010, a county and a health district, created by said city and county, to enter into an arrangement whereby the city conveys real property to the county for construction thereon by the county of an office building, which improved real property is leased by the county to the health district under a ten or fifteen year lease‑purchase agreement by virtue of which the district acquires title to the property at the end of the rental term.
We hope that this opinion will be of assistance to you.
Very truly yours,
DUANE S. RADLIFF
Assistant Attorney General