SCHOOL DISTRICTS ‑- CONTRACTS ‑- AMOUNT AND TIME ‑- BUILDING AND ARCHITECT ‑- POWER TO CONTRACT BEYOND TERM OF OFFICE

SCHOOL DISTRICTS ‑- CONTRACTS ‑- AMOUNT AND TIME ‑- BUILDING AND ARCHITECT ‑- POWER TO CONTRACT BEYOND TERM OF OFFICE

The board of directors of a school district may contract for architect's services in connection with a building program for a period exceeding the term of office of the board, but may not contract for an amount in excess of that which was allocated for that purpose in the budget for the year in which the contract was executed.

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                                                                December 3, 1954

Honorable Roger L. Olson
Prosecuting Attorney
Franklin County
Pasco, Washington                                                                                                              Cite as:  AGO 53-55 No. 357

Dear Sir:

            We have your request for the opinion of this office as to the validity of a contract by a school board for architect's services for several years in advance in connection with an extensive building plan, and for an amount in excess of the budget appropriation for the year in which the contract was executed.

            Based upon the facts detailed in your request, it is our opinion that the contract is not valid or proper.

                                                                     ANALYSIS

            A school district entered into a standard form agreement, owner and architect, for architect's services for the entire building program of the particular district for the next school generation.  The contract provides that the architect is to be paid on a percentage basis.  The issues presented are: (1) Whether a school district may contract for such services beyond the term of office of the board and (2) whether such a contract violates RCW 28.58.130.

             [[Orig. Op. Page 2]]

            As a general rule, the board of a municipal corporation, in the exercise of governmental or legislative powers, in the absence of a statutory provision to the contrary, cannot make a contract extending beyond its own term of office.  Though it would appear that the construction of school buildings and the hiring of an architect in conjunction therewith would be a governmental or legislative function, the rule in the State of Washington in reference to school districts is different.  The Washington Supreme Court inTaylor v. School District, 16 Wash. 365, 27 Pac. 758 (1897) indicated that the board of directors of a school district is a continuing entity and is not subject to the term of office limitation on contracts.  Therefore the contract is not invalid merely because it extends beyond the term of office of the board of directors.  The court on page 367 of the opinion said as follows:

            "The district school board is a corporation representing the district.  It is a continuous body.  While the personnel of its membership changes, the corporation continues unchanged.  It has the power to contract.  Its contracts are the contracts of the board, and not of its individual members.  An essential characteristic of a valid contract is that it is mutually binding upon both the parties to it.  A contract by a school board the duration of which extends beyond the term of service of one of its members is not therefore invalid for that reason."

            The board of directors, however, is limited by statute as to the amount for which it may contract.  RCW 28.58.130 provides in part as follows:

            "It shall be unlawful for any board of directors to contract indebtedness against its district in any one year in any sum in excess of the aggregate amount set forth and approved in its final budget.  * * *"

             [[Orig. Op. Page 3]]

            This limitation does not mean that a school board may not enter into a building contract providing for payment in subsequent years or upon completion of a certain project.  It does mean that the total amount to be paid must be budgeted, appropriated and provided for within one year.

            A contract for the services of an architect may be considered incidental to or part of the contract for the construction of a building.  If a contract for the construction of a building is of a different character than a contract for personal services, then the architect's contract has the same character.  In appropriating for such a contract it would make no difference that the time for performance extended beyond the year in which the contract was executed as long as the full appropriation was made within that year.  This office has held that an installment contract or a conditional sales contract violates the statutory limitation if the total price of the article exceeds the amount allocated therefor in the budget of the year in which the contract was executed. 1925-26 OAG 187 [[to Mrs. Josephine Corliss, Preston Superintendent of Public Instruction on June 11, 1926]].  Therefore, even if the payments are not to be extended 1925-26 OAG 187.  Therefore, even if the payments are not to be extended over several years, the total contract may not exceed the amount set aside for that purpose during the year in which the contract was executed.

            In conclusion, it is our opinion that the contract for architect's services, if in excess of the amount allocated in the budget for this year, would be invalid.

Very truly yours,

DON EASTVOLD
Attorney General

EDWARD M. LANE
Assistant Attorney General