King County v. Taxpayers of King County

Talmadge, J.

— This is the third of a series of challenges to state legislation and local implementing ordinances for financing and constructing a new baseball stadium in King County. We are asked in this action to determine if King County’s issuance of $336 million in bonds to finance stadium construction is "valid” under RCW 7.25. To determine validity, we must decide if the lease between the Mariners and the public facilities district is an unconstitutional gift of public monies to a private organization; if the taxes authorized by the Legislature to pay for the stadium financing bonds are constitutionally imposed and properly collected; if the state unconstitutionally delegated legislative authority to the public facilities district; and if a proposed local initiative establishing more stringent debt limitations for King County than authorized by statute is applicable to the baseball stadium project.

We hold the bonds issued by King County to finance stadium construction are valid because the use of public funds for a new baseball stadium here is not an unconstitutional gift of public monies to a private organization. Moreover, the taxes imposed to pay for the bonds are constitutionally imposed and properly collected. The state properly delegated authority to the public facilities district. The proposed local initiative is invalid insofar as it attempts to impose additional limitations on local debt not authorized by statute. We therefore affirm the trial court’s declaratory judgment validating the $336 million in stadium construction bonds issued by King County.

ISSUES

1. What is the test for establishing the validity of bonds in a declaratory judgment action under RCW 7.25?

2. Did the lease entered into by the parties here constitute an unconstitutional gift of public funds to a private organization?

3. Were the taxes authorized by the Legislature to pay for the stadium financing bonds constitutionally imposed and handled?

4. Did the Legislature unconstitutionally delegate legislative authority to the District?

5. Can King County establish by ordinance limitations on debt beyond requirements set forth in statute?

FACTS

The Baseball Club of Seattle, L.P. (Mariners), is a Washington limited partnership formed in early 1992 for the express purpose of acquiring the Seattle Mariners Baseball Club to keep it in Seattle. Soon after acquiring the team, the Mariners began meeting with King County officials to modify the Kingdome lease and develop long-term capital plans. In 1994, a King County task force developed a plan for a new home for the Mariners, to be completed by 1999.

The 1995 Legislature considered legislation authorizing the financing of the new Mariners baseball stadium, ultimately enacting a baseball financing program at a special session on October 14,1995. Laws op 1995, 3rd Spec. Sess., ch. 1 (Stadium Act). The key provision of the Stadium Act permits the "legislative authority” of a county with a population of one million or more to impose a sales and use tax in addition to other taxes under RCW 82.14, not to exceed .017 percent of the selling price in the case of a sales tax, or value of the article used in the case of a use tax. RCW 82.14.0485(1).¹

Thereafter, Metropolitan King County Council (Council) on October 25, 1995 enacted Ordinance 12000, creating the Washington State Major League Baseball Stadium Public Facilities District (District) and imposing three special sales and use taxes the Stadium Act authorized, including a .017 percent special stadium sales and use tax, a special stadium sales and use tax on restaurants, bars, and taverns, and a special stadium sales and use tax on car rentals. The special stadium sales and use tax is a credit against the statewide sales and use tax as both RCW 84.14.0485(2) and section 3 of Ordinance 12000 acknowledge.² Under the Stadium Act, the revenues from these taxes may be used only to finance the stadium. RCW 84.14.0485(3). The purpose of the District is to construct and operate the new stadium.³

Pursuant to the comprehensive financing mechanism established by the Stadium Act and Ordinance 12000, the District by letter dated January 2, 1997, requested King County to issue bonds in the amount of $336 million, the amount necessary to finance construction of the baseball stadium. The Council passed Ordinance 12593 on January 6, 1997, authorizing the issuance of limited tax General obligation bonds in the requested amount.

Subsequently, on April 2, 1997, the Council passed Ordinance 12686, providing for the issuance and sale of the bonds. The County has already sold the bonds, but the bond sale proceeds are being held in escrow for release or refund, awaiting our decision in this action.

In addition to court challenges to the stadium, baseball stadium opponents have employed other methods to invalidate the stadium funding and construction bonds. On December 4, 1996, opponents filed a proposed initiative petition with the clerk of the Council. The clerk certified the petition as Initiative 16 on December 31, 1996. Section 1 of the initiative provides:

On or after January 1, 1997, King County shall not issue bonds or otherwise incur debt in an amount in excess of $50,000,000 for construction, remodeling, maintenance, or operation of any building or other facility without first obtaining approval of a majority of voters voting in an election at which the number of voters voting in said election equals at least one-half of the number of voters who are registered to vote at that election; nor shall King County impose or levy any tax to pay any such bond or indebtedness without such voter approval.

Clerk’s Papers at 321. Initiative 16 purports retroactively to invalidate Ordinances 12593 and 12686, which, respectively, authorized and issued bonds in an amount in excess of $50 million.⁴

Intervenors in this case also filed a referendum petition with the Council clerk on January 7, 1997, proposing that Ordinance 12593 (authorizing issuance of the bonds) be put to a public vote. The Council clerk, based on advice from the King County Prosecuting Attorney’s office that Ordinance 12593 was not subject to referendum, did not process the referendum petition.

On January 21, 1997, the County filed a complaint seeking a declaratory judgment under RCW 7.25.020 validating the bonds. Specifically, the County sought a declaration:

a. confirming the right and authority of King County to issue and sell bonds described in King County Ordinance No. 12593 (the "Bond Ordinance”). . . adopted pursuant to the provisions of the [Stadium] Act and Ordinance No. 12000, and that such issuance comports with the requirements of the state constitution, state statutes and is within the County’s authority;

b. determining that Initiative 16 is inapplicable to the issuance of the Bonds as authorized by the Bond Ordinance;

c. determining that the Bond Ordinance was lawfully enacted and not subject to referendum.

Clerk’s Papers at 2.

On February 19, 1997, the trial court heard cross-motions for summary judgment. By memorandum decision dated February 24, 1997, the trial court granted the County’s motion for summary judgment and denied the defendants’ motion. The trial court entered a declaratory judgment in favor of the County on February 26, 1997, holding the bonds were valid and Initiative 16, if enacted, would "irreconcilably conflict” with state law. Clerk’s Papers at 1104. On March 26, 1997, after losing their motion for reconsideration, the Taxpayers filed a notice of appeal. We accepted direct review. RAP 4.2(b).

ANALYSIS

A. Declaratory Judgments of Local Bond Issues

This case is before us under RCW 7.25 providing for declaratory judgments as to local bond issues:

Whenever the legislative or governing body of any county, city, school district, other municipal corporation, taxing district, or any agency, instrumentality, or public corporation thereof shall desire to issue bonds of any kind and shall have passed an ordinance or resolution authorizing the same, the validity of such proposed bond issue may be tested and determined in the manner provided in this chapter.

RCW 7.25.010. The statute, by its wording, contemplates an advisory opinion from a court as to the validity of an ordinance authorizing an issuance of bonds. Courts in other jurisdictions have articulated the purpose of bond validation statutes. For instance, the Mississippi Supreme Court said:

The main purpose of a statutory validation proceeding is to provide a forum and course of legal procedure to which a political district or subdivision may resort for the purpose of having the validity of the proposed bonds finally determined and adjudicated in advance of their issuance, "in order that the bonds so validated might be readily sold in the market, to create in the mind of the bond buyer a sense of security, in that by the decree of the court and the fiat of the Legislature there could be no further attack upon the validity of the bond issue.”

Street v. Town of Ripley, 173 Miss. 225, 161 So. 855, 859, 102 A.L.R. 82 (1935) (quoting Love v. Mayor & Bd. of Aldermen, 162 Miss. 65, 138 So. 600, 603 (1932). See also State v. City of Miami, 113 Fla. 280, 152 So. 6, 8 (1933).⁵ "The desirability of obtaining a judicial decree validating bonds before they are issued is obvious: all parties may then rely upon the decree as conclusive regarding the issue of validity.” 3 M. David Gelfand, State & Local Government Debt Financing § 14:05, at 14-17 (1994). We agree.

We have considered cases under RCW 7.25 on many occasions,⁶ but neither the statute nor our cases illuminate what constitutes a "valid” bond for purposes of the statute. Rather, the Court has simply dealt with particularized challenges to a bond issue’s validity advanced in each case.

Many courts have taken a cautious view of the scope of bond validation proceedings, limiting such decisions to basic questions involving the procedure for issuance of the bonds and legal issues directly bearing on the bonds’ propriety. Ward v. Commonwealth, 685 A.2d 1061, 1063 (Pa. Commw. Ct. 1996); Murphy v. City of Port St. Lucie, 666 So. 2d 879, 880 (Fla. 1995) (collateral issues not within purview of bond validity proceeding).

A leading treatise on municipal law offers the following guidelines for testing the validity of a bond:

1. Is there legislative or constitutional authority delegated to the municipality to issue the bonds for the particular purpose?

2. Was the statute authorizing the bond issue constitutionally enacted? If not constitutionally enacted or if unconstitutional for any other reason, the issue is void and recitals are of no effect.

3. Is the purpose for which the bonds are issued, a public and corporate purpose, as distinguished from a private purpose?

15 Eugene McQuillin, Municipal Corporations § 43.04, at 575 (rev. 3d ed. 1995).

Although we have held the plaintiff in a declaratory judgment suit under RCW 7.24 has the burden of proof, see Taylor v. State, 29 Wn.2d 638, 641, 188 P.2d 671 (1948); Washington Beauty College v. Huse, 195 Wash. 160, 164, 80 P.2d 403 (1938), in the previous cases under RCW 7.25, we have not discussed the burden of proof. The statute itself is silent on the question; it requires only that the issuing agency set forth in the complaint for declaratory judgment the ordinance authorizing the bonds, and state it is seeking a determination of the right to issue the bonds. RCW 7.25.020. Courts discussing the burden of proof in bond validation cases have held the burden of proof is on the party seeking validation. See Harrell v. Town of Whigham, 141 Ga. 322, 80 S.E. 1010 (1914); Fox v. Boyle County, 245 Ky. 27, 53 S.W.2d 192 (1932).

For purposes of determining the validity under RCW 7.25 of bonds issued by a local government, we expressly adopt the three-issue formulation for "validity” of bonds articulated in McQuillin. Under RCW 7.25, our decision regarding the validity of bonds is conclusive as to any matter that is or should be brought within the ambit of the validity inquiry. Thus, in the present case, we address issues pertaining to whether the lease is a gift to the Mariners, the validity of taxes to pay the stadium financing bonds, the delegation of legislative authority to the District, and the local initiative/referendum measures designed to forestall issuance of the bonds. Moreover, we hold the burden of proving the validity of the bonds rests with King County and the District as the parties seeking to establish validity.

B. Use of Public Funds to Build a New Stadium Does Not Constitute Unconstitutional "Aid” to the Mariners

In applying the test for validity set forth above to this case, we note the Taxpayers do not challenge the legislative or constitutional authority of the County to issue the bonds. Moreover, we have already determined the bonds have a necessary public purpose. Citizens for More Important Things, 131 Wn.2d at 416. Thus, the only item left to consider from the three-issue formulation is whether the statute authorizing the bond issue was constitutionally enacted.

The Taxpayers initially contend the bond issue violates Const, art. VIII, §§ 5 and 7.⁷ "The 'aid’ is in the form of construction at public expense of a new place of business for the [Mariners] to enhance its chance of making money.” Br. of Appellants at 9.

At oral argument, counsel for the Taxpayers advanced the view that any benefit to a private organization may be violative of these constitutional provisions. We disagree. As we stated in City of Tacoma v. Taxpayers of Tacoma, 108 Wn.2d 679, 701-02, 743 P.2d 793 (1987), our purpose in that case was to narrow the application of these constitutional provisions to remedy more precisely "the evils the framers sought to prevent.” An incidental benefit to a private individual or organization will not invalidate an otherwise valid public transaction. Id. at 705.

We held in CLEAN the stadium financing plan "does not amount to a gift of state funds nor a lending of the State’s credit.” CLEAN, 130 Wn.2d 782, 800, 928 P.2d 1054 (1996). We suggested, however, that should the District "enter into an agreement with the Mariners that would permit the ball club to play its games in the stadium for only nominal rent, then the constitutional prohibitions against making a gift of state funds might be implicated.” Id. This discussion in CLEAN is essentially the test for an unconstitutional gift of public funds we have articulated in numerous cases.

In deciding whether a public expenditure is a gift under art. VIII, §§ 5 and 7, we have focused on two factors: consideration and donative intent. City of Tacoma v. Taxpayers of City, 108 Wn.2d 679, 702, 743 P.2d 793 (1987). Thus, to meet the burden of showing violation of the constitutional prohibition against gifts, the Taxpayers must show the lease amounts to "a transfer of property without consideration and with donative intent.” General Tel. Co. v. City of Bothell, 105 Wn.2d 579, 588, 716 P.2d 879 (1986).

In assessing consideration, courts do not inquire into the adequacy of consideration, but employ a legal sufficiency test. Adams v. University of Wash., 106 Wn.2d 312, 327, 722 P.2d 74 (1986); Northlake Marine Works, Inc. v. City of Seattle, 70 Wn. App. 491, 857 P.2d 283 (1993). We have been reluctant to engage in an in-depth analysis of the adequacy of consideration because such an analysis interferes unduly with governmental power to contract and would establish a "burdensome precedent” of judicial interference with government decision making. City of Tacoma, 108 Wn.2d at 703.

Legal sufficiency "is concerned not with comparative value but with that which will support a promise.” Browning v. Johnson, 70 Wn.2d 145, 147, 422 P.2d 314, 430 P.2d 591 (1967) (" '[A]nything which fulfils the requirements of consideration will support a promise whatever may be the comparative value of the consideration, and of the thing promised.’ ” 1 Samuel Williston, Law of Contracts § 115 (1920), quoted in Puget Mill Co. v. Kerry, 183 Wash. 542, 558, 49 P.2d 57, 64, 100 A.L.R. 1220 (1935).). The adequacy of the consideration for the lease is a question of law. "Whether a contract is supported by consideration is a question of law and may be properly determined by a court on summary judgment.” Nationwide Mut. Fire Ins. Co. v. Watson, 120 Wn.2d 178, 195, 840 P.2d 851 (1992).

The Taxpayers now argue the lease agreement between the District and the Mariners for the use of the new stadium provides for only nominal rent and grossly inadequate consideration, thus implicating the constitutional concern about gifts of state money we mentioned in CLEAN. The Taxpayers argue both donative intent and grossly inadequate return are present here.

A summary review of both the Stadium Act’s requirements and the elements of the lease identifies the Mariners’ obligations. The Stadium Act required (1) a commitment from the Mariners to play at least 90 percent of its games at the new stadium for the length of the term of the bonds; (2) a contribution of $45 million towards either preconstruction or construction costs of the stadium or associated facilities; and (3) profit-sharing with the District for the term of the bonds of profit earned after accounting for team losses after the effective date of the Act. RCW 82.14.360(4). These provisions all appeared in the lease.

The lease between the Mariners and the District contains the following additional obligations of the Mariners:

• payment of $700,000 in rent per annum

• payment of any construction cost overruns

• payment of any deficiencies on bonds for the parking facility

• maintenance and operation of the ballpark as a "first-class facility” in accordance with a management plan, and with oversight by the District, with enforcement mechanisms to ensure compliance

• making major repairs and capital improvements to the ballpark

• provision of insurance

Despite the Mariners’ obligations under the lease, the Taxpayers call the lease "unconscionable,” Br. of Appellants at 24-25, arguing the consideration for the lease in favor of the County is so grossly inadequate the building of the stadium at public expense amounts to an unconstitutional gift.

The Taxpayers assert the County will receive nothing in return for its investment; thus, donative intent is present here. This assertion is simply another way of stating their main point: that the lease is so much in favor of the Mariners, it amounts to a gift. In CLEAN, the Court said, "In our judgment, a plain reading of the Stadium Act reveals no intent by the Legislature to donate public funds to the Seattle Mariners.” CLEAN, 130 Wn.2d at 799. The County and the District, in issuing bonds pursuant to the Stadium Act, have implemented the Stadium Act by obtaining the statutorily required commitments from the Mariners. No donative intent is present here.

The Taxpayers assert the Mariners’ obligations under the lease are a "sham and illusory,” and "truly do not give the public anything of value.” Br. of Appellants at 26. Their arguments do not bear close scrutiny in light of the Mariners’ contribution of $45 million to the project, the profit-sharing provision, the 20-year lease obligation, the stadium maintenance requirement, and their obligation to pay insurance.

The Taxpayers say the $45 million will not come out of the pockets of the Mariners, but rather "from revenues of the ballpark owned by the PFD.” Br. of Appellants at 27; Clerk’s Papers at 104. This argument is without merit. Whether the money comes out of the Mariners’ coffers or from income the Mariners would have otherwise received, the Mariners will contribute $45 million.

The Taxpayers claim the profit-sharing requirement in the lease is an "illusion,” because the Mariners can doctor their books to pump up expenses as offsets to revenues in a way that will never show a profit. Br. of Appellants at 27. The County responds by noting the lease requires the Mariners’ payments and expenses "be determined in accordance with generally accepted accounting principles[,]” Clerk’s Papers at 151, and that the County has the right to audit the Mariners’ accounting to ensure compliance with GAAP. Moreover, the mere possibility the Mariners may breach its promise in the future on its obligation to share profits with the County does not make this provision of the lease illusory. "An illusory promise is one which according to its terms makes performance optional with the promisor[.]” Mithen v. Board of Trustees of Cent. Wash. State College, 23 Wn. App. 925, 932, 599 P.2d 8 (1979). The Mariners made an enforceable promise to share profits. The promise is not illusory.

The Taxpayers argue "the Club’s promise to do business in the new ballpark is illusory because it has escape routes through the lease conditions[.]” Br. of Appellants at 28. The Taxpayers’ argument is disingenuous. The cited pages of the lease do not provide "escape” provisions that allow the Mariners to leave of their own volition. They merely set forth certain obligations of the District, which, if not met, would allow the Mariners to terminate the lease. There are no escape routes that make illusory the Mariners’ promise to play 90 percent of their games in the new stadium over the term of the lease. The Taxpayers neglect to mention the $700,000 annual rental due from the Mariners.

The Taxpayers contend the Mariners’ agreement to be exclusively responsible for operations and maintenance of the ballpark is insignificant because the lease’s definition of operations and maintenance does not include replacement or major repair. While the Operations and Maintenance section of the lease does not contain a repair obligation, the Major Maintenance and Capital Improvements section of the lease does. The Mariners agree to perform "all Major Maintenance and Capital Improvements so that the Ballpark is maintained in a manner consistent with [a first-class facility].” Clerk’s Papers at 156. "Major Maintenance and Capital Improvements” is defined to include "any work that is reasonably required to be performed ... to repair, restore or replace components of the [Ballpark] necessitated by any damage, destruction, ordinary wear and tear, defects in construction or design, or any other cause, to the condition required for consistency with [a first-class facility].” Clerk’s Papers at 156-57. This obligation is substantial, particularly given the very recent history of very substantial public expenditures to repair the Kingdome roof.

Finally, the Taxpayers assert without argument the requirement to maintain insurance is for the benefit of the Mariners. In fact, the insurance the lease requires the Mariners to procure must protect the District "from all claims arising as a result of the ownership, use, management and operation of the [stadium].” Clerk’s Papers at 175. The Mariners are required to name the District as an additional insured on its liability policy. Such insurance is obviously not for the Mariners’ sole benefit.

At its core, the Taxpayers’ argument is the District and the County made a bad deal. While that may or may not be true, "The wisdom of the King County plan is not for the consideration of this court — its constitutionality is.” Louthan v. King County, 94 Wn.2d 422, 427, 617 P.2d 977 (1980). The Taxpayers have failed to demonstrate a constitutional infirmity under Const, art. VIII, §§ 5 and 7. The Taxpayers’ assertion the Mariners’ promises pursuant to the lease are illusory is unsupported. In the absence of donative intent or grossly inadequate return, the Court’s review is limited to the legal sufficiency of the consideration for the lease. City of Tacoma, 108 Wn.2d at 703. This lease met the test of legal sufficiency. No violation of art. VIII, §§ 5 or 7 of our Constitution is present here.

C. The Collection of Stadium Sales and Use Tax Does Not Violate Constitutional Requirements

The Taxpayers make four arguments about the collection of the stadium sales and use tax. First, they argue the funding scheme is unconstitutional because it imposes a nonuniform state sales tax, requiring King County residents to pay state sales tax at a higher rate than residents of other counties. Second, they argue in the alternative the funding scheme is unconstitutional because King County residents pay less than their proportionate share of state sales tax. Third, they argue the .017 percent sales tax is being unconstitutionally diverted to the County, whereas the state constitution requires tax revenues to be deposited in the state treasury. Fourth, they argue the handling of the .017 percent sales tax violates the state constitution.⁸

The Stadium Act as implemented by Ordinance 12000 imposes a .017 percent sales tax in King County. The Taxpayers claim this taxes King County residents at a percentage rate higher than the rate residents of other counties pay. The "distribution of the burdens of taxation should be uniform. ... A tax levied for state purposes shall be uniform throughout the state[.]” Bond v. Burrows, 103 Wn.2d 153, 157, 690 P.2d 1168 (1984) (diiferential state sales tax rate for counties bordering other states held unconstitutional).

The Taxpayers’ argument is simply incorrect. The state sales tax is 6.5 percent. RCW 82.08.020(1). The Taxpayers say the Stadium Act and Ordinance 12000 impose in King County a state sales tax .017 percent greater than in other counties. The Taxpayers ignore the provision of the Stadium Act that treats the .017 percent as a deduction against the 6.5 percent the King County taxpayers contribute to the state sales tax: "The tax imposed under subsection (1) of this section [the .017 percent tax] shall be deducted from the amount of tax otherwise required to be collected or paid over to the department of revenue under chapter 82.08 or 82.12 RCW.” RCW 82.14.0485(2). Thus, the taxpayers of King County do not pay more than 6.5 percent state sales tax.

Const, art. XI, § 9, reads: "No county, nor the inhabitants thereof, nor the property therein, shall be released or discharged from its or their proportionate share of taxes to be levied for state purposes, nor shall commutation for such taxes be authorized in any form whatever.” If, the Taxpayers argue, the .017 percent is deducted in King County from the statewide 6.5 percent sales tax rate, then King County residents are paying only 6.483 percent sales tax for state purposes, and are essentially being unconstitutionally "released or discharged” from their fair share of taxes levied for state purposes.

This argument would have some force if the .017 percent were not being collected for a state purpose by a political subdivision of the state. But the County, a political subdivision of the state, is collecting revenues for a state purpose. The building of the baseball stadium serves a state purpose, as we stated in CLEAN:

If it is true that the existence of a major league baseball team in a city improves the economy of the state in which that city is located and enhances the fabric of life of its citizens, and we believe it is the prerogative of the Legislature to conclude that it does, it is certainly within the general police power of the State to construct a publicly owned stadium in order to promote those interests.

CLEAN, 130 Wn.2d at 806. The Taxpayers apparently agree: "Since the .017% tax is imposed to fund part of the State contribution to the Mariners stadium, the tax is clearly for 'state purposes.’ ” Br. of Appellants at 35. Given the Taxpayers’ concession on the issue, their argument that King County residents are paying less sales tax to the State than the residents of other counties dissolves.

In summary, the sales tax rate the residents of King County are paying pursuant to the Stadium Act and Ordinance 12000 is neither more nor less than the sales tax rate in other counties. It is the 6.5 percent, statewide, statutory rate.

Const, art. VII, § 6, requires "[a]ll taxes levied and collected for state purposes shall be paid in money only into the state treasury.” The Taxpayers claim the tax revenues to be collected under the Stadium Act do not go into the state treasury, yet they offer no facts to support their claim. Taxes authorized by RCW 82.14 "shall be deposited by the state department of revenue in the local sales and use tax account hereby created in the state treasury.” RCW 82.14.050 (emphasis added). Contrary to the Taxpayers’ argument, the taxes are deposited in the State Treasury.

The Taxpayers also claim Const, art. VIII, § 4 prevents the diversion of the .017 percent sales tax to the County. Article VIII, section 4 provides, in pertinent part: "No moneys shall ever be paid out of the treasury of this state, or any of its funds . . . except in pursuance of an appropriation by law.” The Taxpayers assert, "diversion to the County of up to .017% of whatever state sales taxes the Department of Revenue collects in King County cannot reasonably be considered a form of appropriation because the amount will always vary and will never be a distinct specific sum known to the Legislature.” Br. of Appellants at 37.

"The object of the constitution (art. 8, § 4) . . . is to prevent expenditures of the public funds at the will of those who have them in charge, and without legislative direction.” State v. Clausen, 94 Wash. 166, 173, 162 P. 1 (1917). The state treasurer cannot spend those funds "at will” because state statute prescribes the disposition of local sales and use taxes:

Monthly the state treasurer shall make distribution, from the local sales and use tax account to the counties, cities, transportation authorities, and public facilities districts the amount of tax collected on behalf of each taxing authority, less the deduction provided for in RCW 82.14.050 [administration and collection expenses]. The state treasurer shall make the distribution under this section without appropriation.

RCW 82.14.060 (emphasis added). Moreover, the funds collected are paid into a special account in the state treasury whose sole purpose is the payment of the bonds. RCW 82.14.0485(3). We observed in Municipality of Metro. Seattle v. O’Brien, 86 Wn.2d 339, 345, 544 P.2d 729 (1976):

Arguably the literal language of the constitution would require a legislative appropriation to disburse any funds from the state treasury under the express words of [art. VIII, § 4]. However, for many years, there has stood the commonsense interpretation by this court that the treasurer may be made custodian of particular funds of a proprietary nature which are held for a specific purpose. Funds so held are distributable without specific legislative appropriation.

In Metro, we approved the account within the state treasury utilized by the Legislature in the Stadium Act. There, the state imposed a statewide excise tax on the value of automobiles. The state also authorized local governments to impose an additional local excise tax for public transit and also receive a credit against the state excise tax. Revenues thus derived were placed in an unappropriated special account in the state treasury to be disbursed to local governments for transit purposes, and did not violate article VIII, section 4. Similarly, the statutory collection procedure here is constitutional.

In summary, the Taxpayers have made no compelling constitutional or statutory arguments against the structure set up under the Stadium Act and Ordinance 12000 for the imposition and collection of sales and use taxes.

D. The Stadium Act Did Not Impermissibly Delegate Legislative Authority to the District

The Taxpayers also assert the Stadium Act impermissibly delegates legislative authority to the District. Const, art. II, § 1 vests legislative authority in the Legislature. "It is unconstitutional for the legislature to abdicate or transfer to others its legislative function.” Keeting v. Public Util. Dist. No. 1, 49 Wn.2d 761, 767, 306 P.2d 762 (1957). The Taxpayers object to RCW 36.100.035(1), which gives the District the authority to determine the site of the baseball stadium, and to RCW 36.100.035(2), which gives the District the authority to determine the overall scope of the stadium project. According to the Taxpayers, the District’s decision-making authority "goes far beyond merely executing law already in existence; the [District] is legislating.” Br. of Appellants at 48.

The Taxpayers apparently believe that only the Legislature can decide where the stadium should be. They have misunderstood the law. The case the Taxpayers cite, American Fed’n of Teachers v. Yakima Sch. Dist. No. 7, 74 Wn.2d 865, 447 P.2d 593 (1968), contains a quotation from McQuillin indicating that state government may delegate authority to municipal corporations:

While the rule is fundamental that the power to make laws cannot be delegated, the creation of municipal corporations to exercise local self-government has never been deemed to violate this principle. Such legislation is not regarded as a transfer of general legislative power, but rather as a grant of the authority to prescribe local regulations, supported by immemorial practice, but subject, of course, to the interposition of the superior in cases of necessity. Conferring proper powers upon municipal corporations forms an exception to the rule which forbids the legislature to delegate any of its power to subordinate divisions.

Id. at 869 (quoting 2 Eugene McQuillin, Law of Municipal Corporations § 4.09 (3d ed. rev. 1966)).8 ⁹ The Legislature has properly delegated authority to a local municipal corporation to carry out a legislative determination. There is no unconstitutional delegation here.

E. Initiative 16/Referendum

Initiative 16, if enacted at a future election, has the potential to invalidate the bonds at issue here retroactively by requiring a public vote before the County may construct anything costing more than $50 million. The initiative purports to take effect January 1, 1997, two weeks before the bonds were issued in this case. The trial court ruled Initiative 16 conflicts with state law and therefore cannot, as a matter of law, affect the bonds.¹⁰

Initiative 16 purports to create a mechanism — a public vote — for retroactively invalidating an action authorized by state law. While legislative bodies may enact retroactive legislation in limited circumstances, such retroactive legislation may not affect vested rights. Godfrey v. State, 84 Wn.2d 959, 530 P.2d 630 (1975). There, we defined a vested right as "a title, legal or equitable, to the present or future enjoyment of property, a demand, or a legal exemption from a demand by another.” Id. at 963.

In this case, the right of the County to issue bonds pursuant to the Stadium Act was such a vested right. The issuance of bonds created a contract between the County and bondholders. Legislation invalidating the issuance of the stadium bonds would impermissibly impair that contract. U.S. Const, art. I, § 10; Wash. Const, art. I, § 23.

In Ruano v. Spellman, 81 Wn.2d 820, 825, 505 P.2d 447 (1973), opponents of the proposed Kingdome sought to place on the ballot an initiative that would have repealed the resolution authorizing the project and the bonds to finance it. Id. at 822. In rejecting the initiative, the court quoted Von Hoffman v. Quincy, 71 U.S. (4 Wall.) 535, 554, 18 L. Ed. 403 (1867): "It is equally clear that where a State has authorized a municipal corporation to contract and to exercise the power of local taxation to the extent necessary to meet its engagements, the power thus given cannot be withdrawn until the contract is satisfied.” Ruano, 81 Wn.2d at 827.

An additional basis for concluding Initiative 16 is inapplicable to this bond issue is found in the trial court’s analysis that Initiative 16 is in conflict with state law. Initiative 16 proposes a county ordinance requiring a vote of the people on projects costing more than $50 million. The state constitution, however, permits counties to incur indebtedness without a public vote if the indebtedness does not exceed 1.5 percent of the assessed value of property in the county: "No county, city, town, school district, or other municipal corporation shall for any purpose become indebted in any manner to an amount exceeding one and one-half per centum of the taxable property in such county, city, town, school district, or other municipal corporation, without the assent of three-fifths of the voters therein voting at an election to be held for that purpose.” Const, art. VIII, § 6 (amend 27). A state statute is to the same effect: "Counties, cities, and towns are limited to an indebtedness amount not exceeding one and one-half percent of the value of the taxable property in such counties, cities, or towns without the assent of three-fifths of the voters therein voting at an election held for that purpose.” RCW 39.36.020(2)(a)(ii).¹¹

The positive corollary to Const, art. VIII, § 6 and the statute is that a county may incur indebtedness of less than 1.5 percent of the assessed value of property in the county, without a vote of the people, by issuance of councilmanic bonds. King County has done just that. Initiative 16 purports to deprive the legislative authority of King County of the power to do what the state constitution and state statute specifically permit it to do — issue bonds without a vote of the people, even though the bond amount is below 1.5 percent of the assessed value of the property in the county. If no vote is required, however, no initiative or referendum could render invalid a decision by the legislative authority to incur such indebtedness. Thus, the trial court held Initiative 16 to be in irreconcilable conflict with state law, and held state law to be controlling.

The Taxpayers argue the constitutional and statutory debt limits provide a ceiling on the County’s ability to incur debt without a vote of the people, but do not prevent the County from lowering the ceiling if it wishes to do so. They offer no authority for this argument.

A local government may not alter or restrict a legislative grant of power to that local government or its officers. "A general law enacted by the Legislature is superior to, and supersedes, all charter provisions inconsistent therewith.” Neils v. City of Seattle, 185 Wash. 269, 276, 53 P.2d 848 (1936) (ordinance concerning electric railways in the city not subject to referendum because state law granted exclusive power to city’s legislative authority to control railways). In State ex rel. Guthrie v. City of Richland, 80 Wn.2d 382, 384, 494 P.2d 990 (1972), we said: "It is settled that any charter provision which has the effect of limiting or restricting a legislative grant of power to the legislative authority or other officer of a city is invalid.”¹² In Guthrie, the Court considered whether a referendum was permissible to challenge a Richland city ordinance annexing contiguous territory as an addition to its water utility. A statute, RCW 35.92.070, did not require voter approval for proposed additions once the voters had approved the initial acquisition of the utility. We held the ordinance was not subject to referendum because the referendum purported to limit powers the statute granted to the legislative authority of the city.

Similarly, in Benton v. Seattle Elec. Co., 50 Wash. 156, 96 P. 1033 (1908), a 1903 statute gave to the legislative authority of cities the power to grant franchises for the construction of street railways. A 1908 amendment to the Seattle city charter purported to require the city council to submit street railway franchises to the voters for their approval. We held the amendment to the charter was invalid because the city charter could not limit or surrender the specific grant of power by the Legislature to the legislative authority to grant franchises. Id. at 163. Similarly, Initiative 16 cannot have the effect of limiting the positive implication of the debt limit provision in the state constitution, i.e., the authority of the County to issue bonds without a vote of the people when the amount of the bonds is less than 1.5 percent of the assessed value of property in the County.

In Bidwell v. City of Bellevue, 65 Wn. App. 43, 827 P.2d 339, review denied, 119 Wn.2d 1023, 838 P.2d 690 (1992), a case very close to the present facts, the Court of Appeals employed the same reasoning as Guthrie in considering the effect of a different statute. Plaintiffs sought to compel the City of Bellevue to place an initiative on the ballot concerning the financing of the Bellevue Convention Center. The initiative would have required the Bellevue Convention Center Authority to obtain voter approval before issuing negotiable bonds or notes to finance the construction of the convention center. The debt resulting from the lease was less than 1.5 percent of the taxable property in Bellevue. Noting Guthrie found the proposed referendum invalid "because it would have limited or restricted a legislative grant of power to the City,” the Court of Appeals held the initiative unlawfully conflicted with RCW 35.42.200, which permitted the city to execute leases without submitting them to the voters if the lease did not result in a total indebtedness in excess of 1.5 percent of the value of the city’s taxable property. Bid-well, 65 Wn. App. at 49.

In Whatcom County v. Brisbane, 125 Wn.2d 345, 884 P.2d 1326 (1994), the Whatcom County Council adopted a Temporary Critical Areas Ordinance in 1992, pursuant to the Growth Management Act, which required counties to adopt comprehensive land use plans. Brisbane sought to challenge parts of the ordinance by means of referendum. We held the ordinance was not subject to referendum: " 'Referendum rights do not exist when power has been statutorily delegated to the 'legislative authority.’ ” Id. at 350, quoting Citizens for Financially Responsible Gov’t v. City of Spokane, 99 Wn.2d 339, 344-45, 662 P.2d 845 (1983).¹³

When the Legislature or state constitution has granted a power to the legislative authority of a municipality, the municipality may not limit the scope of that power, or surrender any of it under Const, art. XI, § 11, our state supremacy clause. Carrick v. Locke, 125 Wn.2d 129, 133, 882 P.2d 173 (1994); Clallam, County Deputy Sheriff’s Guild v. Board Of Clallam County Comm’rs, 92 Wn.2d 844, 849, 601 P.2d 943 (1979). Under Const, art. 11, §11, counties have the right to enact ordinances prohibiting the same acts prohibited by state law so long as the state enactment was not intended to be exclusive and the county ordinance does not conflict with the general law of the state. City of Tacoma v. Luvene, 118 Wn.2d 826, 833, 827 P.2d 1374 (1992).

An ordinance must yield to a statute on the same subject on either of two grounds: if the statute preempts the field, leaving no room for concurrent jurisdiction, or if a conflict exists between the two that cannot be harmonized. Brown v. City of Yakima, 116 Wn.2d 556, 559, 807 P.2d 353 (1991).

Const, art. VIII, § 6 and RCW 39.36.020(2)(a)(ii) grant to the legislative authority of counties the power to issue bonds when the amount of the bonds is below 1.5 percent of the assessed value of the property in the county. We hold these constitutional and statutory grants of power preempt the field, leaving no room for concurrent jurisdiction. That power is therefore not subject to referendum or initiative.¹⁴

CONCLUSION

We hold the bonds for financing construction of a baseball stadium in King County are valid under RCW 7.25. As a matter of law, the use of public funds to build the new baseball stadium does not represent unconstitutional aid to the Mariners. The Stadium Act and Ordinance 12000 do not manifest donative intent, and the return to the County is not grossly inadequate. There is legally sufficient consideration to support the promises of the Mariners. The Taxpayers’ arguments about violation of constitutional requirements for the imposition and handling of tax revenues are factually incorrect and without substance. The Legislature appropriately delegated authority to the District. The trial court was correct in holding Initiative 16, even if passed, cannot affect the bond issue because any future action that may impair the obligations contained in the bond contract is constitutionally impermissible.

In short, the Taxpayers have presented no compelling arguments to require reversal of the trial court’s declaratory judgment under RCW 7.25 that the stadium financing bonds were valid. We affirm the trial court’s declaratory judgment order validating the bonds.

Durham, C.J., and Dolliver, Smith, Guy, Johnson, and Alexander, JJ., concur.

1 The Court rejected numerous constitutional challenges to the Stadium Act in CLEAN v. State, 130 Wn.2d 782, 928 P.2d 1054 (1996).

2 RCW 84.14.0485(2) states specifically that the special stadium sales and use tax of .017 percent "shall be deducted” from the amount of the statewide sales and use tax. Section 3(B) of Ordinance 12000 also states:

The tax imposed under this section shall be deducted from the amount of tax otherwise required to be collected or paid over to the department of revenue under chapter 82.08 or 82.12 RCW.

Clerk’s Papers at 28.

3 The Court rejected challenges to Ordinance 12000 in Citizens for More Important Things v. King County, 131 Wn.2d 411, 932 P.2d 135 (1997).

4 Tlie King County charter requires the Council to consider the proposed initiative. If the Council does not enact the ordinance within 90 days after presentation of petitions, the proposal "shall be placed on the ballot at the next regular or special election occurring more than one hundred thirty-five days after the petitions are filed or at an earlier election designated by the county council.” Clerk’s Papers at 624. Counsel for the County informed the Court at oral argument the County has yet to act on the initiative.

5 A handful of states have statutes like Washington’s providing a procedure for bond validation. See Ala. Code §§ 11-81-220 to -227 (1994); Cal. Crv. Proc. Code §§ 860-871 (West 1980); Fla. Stat. Ann. §§ 75.01-75.17 (West 1987); Ga. Code Ann. § 50-17-25 (1994); La. Rev. Stat. Ann. §§ 13:5121-13:5130 (West 1991); Miss. Code Ann. §§ 31-15-5 to 31-15-27 (1972); Ohio Rev. Code Ann. § 133.70 (Anderson 1994); W. Va. Code §§ 13-1-25 to 13-1-35 (1995). See 3 M. David Gelfand, State & Local Government Debt Financing § 11:45, at 11-107 n.1 (1994).

6 City of Spokane v. Taxpayers of City of Spokane, 111 Wn.2d 91, 758 P.2d 480 (1988); King County v. Taxpayers of King County, 104 Wn.2d 1, 700 P.2d 1143 (1985); Port of Longview v. Taxpayers of Port of Longview, 84 Wn.2d 475, 85 Wn.2d 216, 527 P.2d 263 (1974); Pierce County v. Taxpayers of Lakes Dist. Recreation Serv. Area, 70 Wn.2d 375, 423 P.2d 67 (1967); City of Tacoma v. Taxpayers of Tacoma, 60 Wn.2d 66, 371 P.2d 938 (1962); Port of Tacoma v. Taxpayers of Port of Tacoma, 53 Wn.2d 734, 336 P.2d 872 (1959); Shoreline Sch. Dist. No. 412 v. Taxpayers of Shoreline Sch. Dist. No. 412, 52 Wn.2d 849, 329 P.2d 829 (1958); City of Tacoma v. Taxpayers of Tacoma, 49 Wn.2d 781, 307 P.2d 567 (1957).

7 The two sections provide:

§ 5 Credit Not To Be Loaned. The credit of the state shall not, in any manner be given or loaned to, or in aid of, any individual, association, company or corporation.

§ 7 Credit Not To Be Loaned. No county, city, town or other municipal corporation shall hereafter give any money, or property, or loan its money, or credit to or in aid of any individual, association, company or corporation, except for the necessary support of the poor and infirm, or become directly or indirectly the owner of any stock in or bonds of any association, company or corporation.

8 It is appropriate to resolve these issues in the present RCW 7.25 suit because if a court were later to sustain any of the constitutional questions the Taxpayers raise now, and declare the bonds invalid, default might occur. It is precisely the purpose of RCW 7.25 to resolve for all time any questions about the legality of the subject bonds.

9 In any event, a delegation of legislative authority to an agency, subject to appropriate standards, is permissible. Barry & Barry, Inc. v. Department of Motor Vehicles, 81 Wn.2d 155, 159, 500 P.2d 540 (1972). The delegation here was subject to appropriate standards.

10 The Taxpayers argue the question is not yet justiciable, but offer no argument contrary to the trial court’s conclusion that Initiative 16 conflicts with state law. "Giving an opinion on the legal consequences of the Initiative 16 ordinance if and when adopted would be an advisory opinion (presumably for the benefit of bond counsel) and contrary to law.” Br. of Appellants at 40. But the underlying purpose of an ROW 7.25 suit is to resolve all legal questions about the validity of the proposed bond. If the court does not decide the Initiative 16 question now, further legal controversy regarding the validity of the bonds would likely ensue. ROW 7.25 is designed to resolve such controversy in a single action. Because Initiative 16 has the potential to invalidate the bond issue here, the initiative’s effect is ripe for decision under ROW 7.25.

11 The Taxpayers do not dispute the declaration of the Director of the Office of Budget and Strategic Planning for King County: "Issuance of limited tax general obligation bonds in an amount of $336,000,000 would not exceed the statutory provisions (RCW 39.36.020(a)(2)(ii)[sic]) which allows counties to incur debt up to 1.5% of the value of the taxable property within the county without a vote of the people.” Clerk’s Papers at 427.

12 Although the present case involves an ordinance and not a charter provision, the principle of state law supremacy is the same.

13 An additional basis for this viewpoint is that the Stadium Act mandates County issuance of the bonds once the County decided to proceed with a new baseball stadium, and declared this policy in Ordinance 12000. The trial court held, as a result, Initiative 16 cannot countermand state law. RCW 82.14.360(3) provides, in pertinent part:

The revenue from the taxes imposed under this section shall be used for the purpose of principal and interest payments on bonds, issued by the county, to acquire, construct, own, remodel, maintain, equip, reequip, repair, and operate a baseball stadium. . . . The county shall issue bonds, in an amount determined to be necessary by the public facilities district, for the district to acquire, construct, own, and equip the baseball stadium. The county shall have no obligation to issue bonds in an amount greater than that which would be supported by the tax revenues under this section, section 101 of this act, and RCW 36.38.010(3)(a) and (b).

(Emphasis added.) Once the County opted into the comprehensive financing plan for the baseball stadium by enacting Ordinance 12000 and imposing taxes under the Stadium Act, state law required the County to issue the bonds.

14 The intervenors’ arguments regarding a referendum on the issuance of the bonds fail for essentially the same reasons as the arguments on Initiative 16. The intervenors filed a referendum petition proposing that Ordinance 12593 (authorizing issuance of the bonds) be put to a public vote. The referendum cannot affect Ordinance 12593 for the same reasons Initiative 16 cannot affect the ordinance. However, the intervenors also apparently attempted to file a referendum with respect to Ordinance 12000. The trial court discussed this effort, stating:

Intervenors Scannell et al. suggest that Ordinance 12000 is subject to referendum; however, if that ordinance could have been presented to the people!,] the time has passed for so doing. It has been well over a year since the request for referendum on Ordinance 12000 was made. There is pending no action to require the County to send that Ordinance to the people. The time to pursue that issue was in 1995 and it cannot be revived indirectly now through a challenge to the bonds to be issued to implement policy decisions made in Ordinance 12000.

Clerk’s Papers at 1105.

Ordinance 12000 was enacted on October 25, 1995. This ordinance represented King County’s policy decision to proceed with the new stadium. Intervenors Scanell and Ruano apparently filed with the Metropolitan King County Council clerk’s office a petition for referendum regarding Ordinance 12000 (that document is not in the Clerk’s Papers). By letter to Scannell and Ruano dated October 27, 1995, the clerk ruled the ordinance was not subject to referendum and refused to process the petition. Clerk’s Papers at 976. As noted above, the King County trial court stated there is no action pending in King County challenging the clerk’s refusal and requiring the county to refer Ordinance 12000 to the people. Nor have Intervenors Ruano and Scannell brought the existence of any such action to the Court’s attention. Laches now prevents subjecting Ordinance 12000 to a referendum. Lopp v. Peninsula Sch. Dist., 90 Wn.2d 754, 585 P.2d 801 (1978) (suit to enjoin sale of bonds barred by laches because unreasonable delay in bringing suit resulted in changed conditions that would damage defendant if injunction allowed.)

Scannell and Ruano have had their day in court as to the validity of Ordinance 12000. They challenged the validity of Ordinance 12000 in a Petition for Writ of Mandamus and Complaint for Declaratory Judgment, which they filed in Thurston County on December 27, 1995. In that suit, Ruano and Scannell alleged King County was "without authority to pass [Ordinance 12000],” and asked the trial court for a judgment declaring Ordinance 12000 “null and void.” Clerk’s Papers at 898. The trial court dismissed all their claims and this Court accepted direct review, ultimately affirming the dismissal of CLEAN v. State, 130 Wn.2d 782, 928 P.2d 1054 (1996).