IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON

DIVISION THREE

CITY OF KENNEWICK,

Petitioner,

v.

FUTUREWISE, a Washington nonprofit 

corporation; BENTON COUNTY, 

political subdivision of the State of 

Washington; and GROWTH 

MANAGEMENT HEARINGS BOARD, 

an administrative agency of the State of 

Washington,

Respondents.

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No. 37800-4-III

UNPUBLISHED OPINION

SIDDOWAY, A.C.J. — The City of Kennewick (City) appeals a final decision and 

order of the Eastern Washington Growth Management Hearings Board (Board). The 

Board concluded that Benton County’s (County’s) expansion of the City’s urban growth 

area (UGA) was noncompliant with the Growth Management Act, chapter 36.70A RCW 

(GMA), by failing to comply with RCW 36.70A.110, .115, and .020(2). The Board 

based its findings and conclusions on the County’s failure to “show its work” as to how 

the UGA expansion corresponded to the Office of Financial Management’s (OFM) 

population growth projections. A majority of the Board rejected the City’s argument that 

FILED

MARCH 8, 2022

In the Office of the Clerk of Court

WA State Court of Appeals, Division III
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City of Kennewick v. Futurewise, et al.

2

the Board’s proceedings became moot when the City annexed the area that had been 

added to its UGA.

We hold that the Board’s “show your work” requirement was improperly applied 

where the petitioner, Futurewise, did not present a prima facie challenge to the results of 

a City land capacity analysis on which the County relied in adopting the expanded UGA. 

Because the Board’s finding that the County failed to show its work is the sole basis on 

which it found failures to comply with the GMA, its decision and order ignores the 

presumption of validity and shifts the burden of proof. We reverse the Board’s findings 

of noncompliance and its remand order for this reason, and need not reach the contested 

issue of whether the City’s annexation rendered proceedings moot. 

FACTS AND PROCEDURAL BACKGROUND

The City of Kennewick is the largest of five cities located within Benton County.

It is located along the southwest bank of the Columbia River, just southeast of the 

confluence of the Columbia and Yakima rivers and across from the confluence of the 

Columbia and Snake rivers. Interstate 82, a four-lane divided highway, runs parallel to 

its southwest border; southwest of that lies unincorporated Benton County.

Application for and approval of a UGA expansion

As far back as 2012, the City viewed it as desirable to identify and obtain land use 

development approval for industrial use land that would enjoy easy access to the 

Interstate 82 corridor. In 2013 and 2014, the City applied to expand its UGA by 1,263 
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3

acres to the south and retract its easternmost UGA by 240 acres. Its request to remove 

the 240 acres was approved, but its request to expand to the south was ultimately 

unsuccessful. Futurewise v. Benton County, No. 14-1-0003, 2014 WL 7505300 at *1 (E. 

Wash. Growth Mgmt. Hr’gs Bd. Oct. 15, 2014). 

The County’s next UGA application period was set for the fall of 2018, and the 

City at that point applied to the County to increase the City’s UGA by adding 279.53 

acres of land adjacent to and southwest of the City. The land was vacant and designated 

rural remote under the comprehensive plan. The City proposed that the land be 

designated industrial. 

The City’s application to expand its UGA gave, as its reason, that “[w]ith the 2037 

population projection of 112,044, it is expected that Kennewick will need an additional 

1,000 acres to accommodate an additional 32,924 residents,” and the City’s land capacity 

analysis indicated there would be shortage of land for parks, public facilities, schools,

industrial uses, open space and public service uses within the City’s UGA. Clerk’s 

Papers (CP) at 660. The 2037 population projection was material because the GMA

requires that a county’s UGA is to be “[b]ased upon the growth management population 

projection made for the county by the [OFM].” RCW 36.70A.110(2).

The City explained its interest in developable industrial land to “provide 

employment opportunities now and into the future that will diversify its economy,” 

providing the following history:
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In 2016 Kennewick commissioned ECONorthwest to complete a regional 

industrial lands analysis in order to get a better sense of what types of 

industrial lands exist within the Tri-Cities region. The study found that 

while “the region has a large amount of vacant or underutilized industrial 

zoned land . . . there are few large desirable sites ready for development in 

the region (City of Kennewick Industrial Zoned Land Assessment, 2016, pg. 

3). Over the last 2 years the City of Kennewick has received 15 requests

for Information from the Washington State Department of Commerce for 

industrial lands meeting certain criteria. Of those 15, Kennewick was not 

able to respond to 10 of them. The characteristic that was common to each 

of those 10 requests was the acreage. Other limiting factors included the 

lack of appropriately zoned industrial lands near an Interstate and the lack

of large parcels zoned for heavy industrial activities.

CP at 660.

Among materials submitted in support of the City’s UGA expansion application 

was a 2018 UGA Information Spreadsheet, identified by the City as page 5 of its Updated

Land Capacity Summary 2018 (Nov. 14, 2018). This is one of a handful of key 

documents that the parties and Board members referred to repeatedly in proceedings 

below, often citing them by the “IR” (index of records) or “Tab” number used to locate 

documents in the administrative record. To assist the reader in following record 

references, we include the IR/Tab number citations for these key records. 

The 2018 UGA Information Spreadsheet, IR/Tab 179, is set forth below. The 

“uniform formula” identified in the “Needs” column is provided for by the County’s 

Countywide Planning Policy (CPP) #4. CPP #4 provides that the “[UGA] of each City 

shall be based upon official and accepted population projections for minimum [sic] of 20 

years.” CP at 646. The “uniform formula” requires the jurisdictions within the County to 
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take into consideration a total of 11 categories and adjustments (identified as “A” through 

“K”) in arriving at the jurisdiction’s land area needs. CP at 647. 

CP at 839 (IR/Tab 179).1 The “Surplus/Deficit” column on the far right shows a shortage 

of land for parks, public facilities, schools, industrial uses, open space and public service 

uses as described in the application’s narrative. The deficit identified for industrial uses 

is 774.5 acres.

The County’s planning commission considered the City’s UGA expansion 

application on November 12, 2019. A staff report provided to the planning 

commissioners before the meeting explained that the proposed UGA expansion addressed 

a “774.5-acre deficit of lands designated for industrial use within the City’s current 

 

1 A left-hand column, identifying the uses and adjustments as “A” through “K,” 

was cropped to improve the readability of the remainder.
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6

[UGA].” CP at 639. The report stated that the planning department had “analyzed the 

[City’s] application for consistency with the [GMA], the [County’s] Comprehensive Plan, 

the County-Wide Planning Policies, and other regulations adopted by [the County] as 

applicable.” CP at 640. It recommended approval with suggested findings of fact. 

Following a public hearing, the planning commission provided its written 

recommendation to the board of county commissioners that the UGA expansion be 

approved. As relevant to the appeal, the planning commission found, “The application 

submittal complies with the locational and sizing requirements of RCW 36.70A.110.” 

CP at 754. It found that the application responded to a “shortage of land in the City’s 

existing UGA to accommodate future large tract industrial growth” and that the site was 

suitably separated from any nearby residential areas. CP at 755. Among materials the 

recommendation identified as having been submitted in support of the application was the 

City’s 20 year (2017-2037) comprehensive plan.

The following “Land Use Inventory” table is included in the City’s 2017-2037

comprehensive plan: 
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CP at 829 (IR/Tab 171). Like the 2018 UGA Information Sheet, the table’s “Acres 

Needed for 2037 Pop. Projection” column for the industrial use category identifies the 

need as 774.5 acres. 

The County’s board of county commissioners passed Resolution 2019-898 and 

Ordinance 618, which expanded the City’s UGA, in December 2019.

Appeal, annexation, and arguments to the Board

Futurewise, which describes itself as a Washington nonprofit corporation and 

statewide organization devoted to ensuring compliance with the GMA, timely petitioned 

for review of County Resolution 2019-898 and Ordinance 618 by the Eastern Washington 
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8

Growth Management Hearings Board. It alleged that the County’s legislative actions 

failed to comply with a number of provisions of the GMA and several County CPPs. 

Before the Board could hear and determine Futurewise’s petition for review, the 

City passed Ordinance 5863, which annexed the 279.53 acres newly added to the UGA. 

The annexation was not challenged. The City then filed a motion to intervene in

Futurewise’s appeal, which was granted. It moved to dismiss Futurewise’s petition on 

the basis that annexation of the property caused the Board to lose subject matter 

jurisdiction and rendered moot the issues raised in Futurewise’s petition for review. The 

Board declined to decide those issues on a limited record and deferred a decision on 

mootness to the hearing on the merits. 

Futurewise was required to file an opening prehearing brief, with the City and 

County’s responses to be filed three weeks thereafter. As relevant to the appeal, 

Futurewise’s prehearing brief argued that the County’s expansion of the UGA exceeded 

the amount of land necessary to accommodate the urban growth projected by OFM 

because “[as] part of the 2018 update to the comprehensive plan, Benton County added 

901 net acres to the UGA shared by Kennewick for industrial uses,” and, “This 

expansion exceeds the 774.5-acre industrial land deficiency identified by the City of 

Kennewick.” CP at 441 (emphasis added). The source cited by Futurewise for the 901 

acre addition to the UGA, page 50 of the County’s February 2018 Comprehensive Plan 

Update, IR/Tab 96, states:
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Currently, the County is updating the UGA boundary in two areas as 

follows:

1. City of Richland UGA expansion. As discussed before, 13,641 acres 

of Hanford land was transferred from the U.S. Department of Energy 

to the City of Richland, the Port of Benton, and Energy Northwest. 

As a result, the City has applied for an UGA expansion to add 1,184 

acres of Hanford land to its UGA and remove 283 acres from the 

Richland UGA (for a net increase of 901 acres).

CP at 553. 

In support of Futurewise’s position that this was an increase to the UGA “shared”

by Kennewick for industrial uses, it asserted that “Kennewick, Richland, and West 

Richland share a single UGA.” CP at 440. As evidence that the three cities share a 

single UGA, Futurewise cited and provided copies of pages 8 and 9 of IR/Tab 109, the 

October 2019 staff report to the planning commission (CP at 564-65); a 2006 map

attached to IR/Tab 96, the County’s February 2018 Comprehensive Plan Update, (CP at 

554); and language at page 5 of exhibit A to Benton County Ordinance 581 (CP at 373). 

As further support, Futurewise argued that the 2016 ECONorthwest industrial 

zoned land assessment commissioned by the City recognized there were adequate 

industrial lands in the area to accommodate growth, quoting a statement on page 32 of the 

report that “‘there is enough developable land to accommodate several decades of 

growth.’” CP at 441 (quoting IR 172; see CP at 618). 
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Futurewise also challenged the County’s legislative action as violating some of the 

County’s CPPs and the statutory requirement that reducing sprawl, among other goals, 

should guide the development of comprehensive plans and development regulations.2

The County’s and City’s responsive prehearing briefs disputed Futurewise’s 

premise that the cities of Kennewick, Richland, and West Richland share a single UGA. 

The County argued that the premise was not supported by the staff report on which 

Futurewise relied and argued that “[m]ore importantly, the County’s comprehensive plan 

could not be clearer on this point.” CP at 632. The City argued that Futurewise’s claim 

that it shared a UGA with West Richland, “a municipality 15 miles distant,” was 

“nonsensical,” and “[n]o text of the County’s comprehensive plan indicates the existence 

of a single shared UGA for all cities.” CP at 718. The City also pointed out that the 

1,686.7 total land deficit identified in its 2017 comprehensive plan based on its 2037 

population projection exceeded the 774.5 acre deficit of industrial land based on the 

City’s planning goals. 

In addition to responding to these and Futurewise’s other challenges, the City and 

County reprised their earlier argument that the issues before the Board were rendered 

moot by the City’s annexation of the subject 279.53 acres. 

 

2 Additional challenges were raised by Futurewise but were rejected by the Board

and are not at issue on appeal.
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At the hearing on the merits, Board members heard first from Futurewise, then the 

County, and then the City, posing questions during each presentation. One Board 

member asked Futurewise’s lawyer about the 2018 UGA information spreadsheet 

(reproduced above):

MR. PAOLELLA: Okay. And that’s the spreadsheet that shows a 

need for industrial lands of 1,099.7 acres; is that right?

MR. TROHIMOVICH: That’s my recollection of what the 

spreadsheet shows.

MR. PAOLELLA: The next column shows a deficit of 774.5 acres 

for industrial?

MR. TROHIMOVICH: Yes, that’s my recollection.

MR. PAOLELLA: How is what is happening here a problem if this 

spreadsheet shows that there is a deficit of 774.5 acres?

I mean, doesn’t that—that’s not being challenged, that spreadsheet.

Doesn’t that show that Kennewick does, in fact, need to come up 

with more industrial acreage to accommodate growth?

MR. TROHIMOVICH: It does not, and it doesn’t for two reasons.

First, as I pointed out in the beginning of this oral argument, and I 

think I will bring up that slide again, the City’s own industrial assessment 

says, “There is enough developable industrial land to accommodate several 

decades of growth,” and the second—so that—their own study shows 

there’s enough land for industrial development.

The second problem with that spreadsheet, as I mentioned, is it 

doesn’t reflect the fact that there’s a shared urban growth area, and it only 

looks at Kennewick.

Report of Proceedings (RP) at 21-22.

When Board member Paolella asked Futurewise’s lawyer how the 279 acre 

expansion compared to the OFM projected need, counsel responded that the expansion 
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did not compare to the need, again relying on the narrative from the 2016 Industrial 

Zoned Land Assessment. Pressed about whether there were growth projection numbers, 

Futurewise’s counsel stated he recalled that there were, but “I don’t have that right in 

front of me.” RP at 27.

Benton County’s lawyer was heard from next. He vehemently disputed 

Futurewise’s contention that Kennewick shared a UGA with the cities of Richland and 

West Richland, a proposition he said “came out of nowhere and shocked both myself and 

our planning department.” RP at 36. He, too, responded to questions about how the 

279.53 acre UGA expansion compared to projected growth:

MR. PAOLELLA: . . . So in the County’s decision to expand the 

boundaries by this 279 acres, where is the analysis of the County that shows 

the correspondence between OFM projected growth, on the one hand, 

versus the size of the UGA expansion?

Where is that analysis?

MR. BROWN: I would say we relied on the Kennewick land 

assessment.

MR. PAOLELLA: The County didn’t do any analysis of its own?

MR. BROWN: I don’t believe we did an independent analysis.

MR. PAOLELLA: Okay. And if there was, in fact, a deficit of 774 

acres for industrial, is that a match to just enlarge the UGA by 279 acres?

279 is a different number than 774.

MR. BROWN: That’s all they applied for.

We granted them what they applied for.

RP at 41-42.
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When it was the City’s turn to present, its lawyer addressed the earlier questions 

about the relationship between the asserted 774.5 acre need and OFM growth projections, 

citing “the actual land capacity documents that were in the record.” RP at 50. He 

continued:

Those land capacity documents themselves have not been attacked 

by Petitioner in this case.

In other words, you will not find anything in Petitioner’s statement 

of issues, you will not find anything in the briefing where the petitioner 

argues that the City of Kennewick has improperly performed the formula of 

the countywide planning policies, particularly Countywide Planning Policy 

No. 4, to establish an industrial lands goal and link that goal to OFM

population figures.

That’s the standard of Countywide Planning Policy No. 4. It’s laid 

out, the formula is there, that is easily found throughout the record, frankly, 

but easily found at IR 184.

RP at 51. 

He identified and related the two documents reproduced above:

The spreadsheet at 171 is the land use inventory document of the 

City’s comprehensive plan.

The actual land capacity analysis in support of the UGA expansion is 

at IR 179.

Just to make sure we are not speaking past each other, I think you’ll 

find there are two documents that could be called “spreadsheet,” and I just 

want to make sure both get the attention they deserve.

Right now I am just going to speak to 171. That’s the land use 

inventory of the City of Kennewick, and we find there, as I think everybody 

that’s been listening has already certainly heard, we find a deficit of 774 

and a half acres of industrial land.

. . . .
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Then at 179 here is where things become linked to OFM numbers.

At 179 you will find the actual land capacity analysis that supported 

this UGA application.

In that document you will find the spreadsheet that identifies a percapita, consistent with Countywide Planning Policy No. 4. You will find a 

per capita statement for different types of land uses, all of which are key to 

the OFM population expectation, which I believe for Kennewick is on the 

order of 32,000 additional residents over the planning horizon.

RP at 52-53.

The City’s lawyer discounted the 2016 industrial zoned land assessment relied on 

by Futurewise as dated and not integrated into the City’s land capacity analysis or 

comprehensive plan. He argued that when the authors of the report spoke at its page 32 

of there being enough land “in aggregate” to accommodate growth, they were speaking to 

the availability of land in the County and in the Tri-Cities region. RP at 49-50.

Toward the end of the City’s presentation, Board Member Paolella returned again 

to the relationship between OFM projections and the 279.53 acre increase in the County’s 

UGA, revealing an apparent concern that a 774.5 acre need had been identified, but not a 

279.53 acre need:

MR. PAOLELLA: . . . Where is the analysis showing that a 279 acre 

UGA expansion is the correct, quote, unquote, “size” of the UGA 

expansion necessary to accommodate OFM projected growth?

MR. HARPER: The Tab 179.

MR. PAOLELLA: You have already talked about.

We have a 279 acre expansion, on the one hand, but where—can we 

find something close to 279 acres in IR 179?
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Is there a match or a close-to match or correspondence or, you 

know—whatever word you use, you know, under the Thurston County[3]

Supreme Court test, “Nothing more, nothing less,” you know?

I mean, the deficit was 774.5 acres. The increase in the UGA was 

279 acres. That seems like a little bit of a discontinuity there.

Where is the analysis showing the correct sizing of the UGA 

expansion?

MR. HARPER: Well, two responses:

One, I can only point to what’s in the record.

MR. PAOLELLA: Of course. Just limit it to that.

MR. HARPER: 179 and 171 are the two sources.

You also asked for a little bit of explanation.

I suppose what I would say there, Mr. Paolella, is that the 

justification for the UGA expansion is 171 and 179.

The application for this particular 279 acres is key to site-specific 

circumstances; in other words, we still would have a deficit, based on IR 

171 and 179.

We are mitigating that deficit with this UGA expansion, and because 

of the site’s characteristics, the freeway access, sort of the natural buffer of 

I-82 from Southridge residential development, which is occurring across 

the freeway to the north—and, frankly, because of a very low sort of 

environmental significance profile, those are all the things that made this 

site suitable.

It’s under, I guess, one or two parcels, or maybe it’s just one parcel 

of ownership. That improves the usability of the site for industrial 

purposes.

I don’t think I’m going to be able to point you to a document in the 

record that says that it shall be 279 acres, but I think we have a basis in our 

industrial lands deficit that then supported the City’s desire to do a land 

capacity analysis, a capital facilities planning analysis, and, frankly, put a 

 

3 Thurston County v. W. Wash. Growth Mgmt. Hr’gs Bd., 164 Wn.2d 329, 190 

P.3d 38 (2008) (Thurston County II).
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tremendous amount of effort into supporting a UGA expansion for this 

area.

I would say it’s a combination of the OFM numbers and the land 

capacity analysis indicating that a site was appropriate—that a UGA 

expansion was appropriate, and then just good planning work identifying 

this was a likely candidate.

MR. PAOLELLA: That, and the County said it relied, really 

entirely, on the City’s analysis, and they didn’t do their own—an 

interesting question about—maybe it’s a rhetorical question, whether if

there’s a 774.5 acre deficit, whether the UGA expansion should have been 

774.5 acres, not 279 acres, but that’s just—I was just wondering there.

Okay. Thank you on that.

RP at 74-76.

In his rebuttal presentation, Futurewise’s lawyer reiterated that the County more 

than met the 774.5 acre need by adding 901 acres to a UGA that Kennewick shared with 

Richland and West Richland. He reminded Board members of the statement in the 2016 

Industrial Zoned Land Assessment about there being adequate land in the area for 

industrial development. He stated that Futurewise did challenge the City’s figures, 

identifying its challenge as being that “it doesn’t take into account the entire urban 

growth area.” RP at 90.

Board decision

In the Board’s final decision and order issued in July 2020, two board members 

denied the motion to dismiss the petition as moot, concluding that the Board could 

provide effective relief. One Board member dissented on that issue. The final order and 

decision was otherwise joined by all three members.
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Addressing Futurewise’s challenge that the UGA as expanded was oversized, the 

Board explicitly declined to resolve “the factual dispute between the parties as to whether 

there exists a shared UGA for the Cities of Richland, Kennewick, and West Richland,” 

stating “it is not necessary” that the dispute be addressed. CP at 905. The Board did not 

make a factual finding on the disputed import of language from the ECONorthwest report

about there being enough developable land to accommodate several decades of growth. 

Instead, finding “no support . . . for Kennewick’s position that a deficit previously 

identified in the City’s Comprehensive Plan in some manner exempts a subsequent 

County action to revise UGA boundaries from challenge,” the Board decided the 

challenge on the sizing issue, on the basis that the County failed to “show its work.” 

CP at 905-06. It explained:

Given the dearth of information in the record, the Board is not able 

to review the basis of the County’s decision on UGA sizing nor assess 

whether the listed acreage corresponds to the amount of land necessary to 

accommodate the urban growth projected by OFM. Benton County has 

failed to show its work on the Kennewick UGA expansion. The Board 

cannot determine whether size of the UGA is too large, too small, or just 

right to accommodate projected growth.

CP at 906 (emphasis omitted). The Board found that in adopting Resolution 2019-898 

and Ordinance 618, the County failed to comply with RCW 36.70A.110 and RCW 

36.70A.115. Id.

The Board treated Futurewise’s challenge that the County’s action created lowdensity sprawl in violation of GMA development goals and County CPPs as a corollary 
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to the UGA sizing issue. It found noncompliance, stating, “[t]he Board has already 

concluded that the UGA expansion was not based upon [OFM population projections].” 

CP at 908.

The City timely petitioned for judicial review of the issues on which it had not 

prevailed. At Futurewise’s request, the Board issued a certificate of appealability 

allowing it to bypass review by the superior court. See RCW 34.05.518(3). This court 

accepted review. 

ANALYSIS

The Board adjudicates issues of GMA compliance and may invalidate 

noncompliant comprehensive plans. RCW 36.70A.302(1)(a). A comprehensive plan is 

presumed valid and “[t]he board shall find compliance unless it determines that the action 

by the state agency, county, or city is clearly erroneous in view of the entire record before 

the board and in light of the goals and requirements of [the GMA].” RCW 

36.70A.320(3). To find an action clearly erroneous, the Board must have a “‘firm and 

definite conviction that a mistake has been committed.’” Thurston County II, 164 Wn.2d 

at 340-41 (quoting Lewis County v. W. Wash. Growth Mgmt. Hr’gs Bd., 157 Wn.2d 488, 

497, 139 P.3d 1096 (2006)).

Judicial review of Board decisions is provided by the Washington Administrative 

Procedure Act, chapter 34.05 RCW. The City challenges the Board’s order under RCW 

34.05.570(3)(b), (d), and (e), as outside its statutory authority or jurisdiction, as based on 
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an erroneous interpretation or application of the law, and as unsupported by evidence that 

is substantial in light of the whole record. Our review of alleged errors of law is de novo, 

and challenges that an order is not supported by substantial evidence are determined by 

considering where there is a sufficient quantity of evidence to persuade a fair-minded 

person of the truth or correctness of the order. Kittitas County v. E. Wash. Growth Mgmt. 

Hr’gs Bd., 172 Wn.2d 144, 155, 256 P.3d 1193 (2011)). 

In reviewing Board decisions, we give “substantial weight” to the Board’s 

interpretation of the GMA. Id. at 154. Our deference to the Board is superseded, 

however, by the deference the GMA requires the Board to give to county planning 

actions that are consistent with the goals and requirements of the GMA. Quadrant Corp.

v. Cent. Puget Sound Growth Mgmt. Hr’gs Bd., 154 Wn.2d 224, 238, 110 P.3d 1132 

(2005).

I. THE BOARD MISAPPLIED ITS “SHOW YOUR WORK” REQUIREMENT

A. To avoid violating the presumption of plan validity and improperly shifting 

the burden of proof, the “show your work” requirement can be applied 

only when a petitioner presents a prima facie challenge to a calculation 

that requires a response

The County is required by the GMA to designate “an urban growth area or areas 

within which urban growth shall be encouraged and outside of which growth can occur 

only if it is not urban in nature.” RCW 36.70A.110(1). “Each city” located in the 
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County “shall be included within an urban growth area.” Id. An urban growth area “may

include more than a single city.” Id. 

The GMA requires a county’s UGA to be “[b]ased upon the growth management 

population projection made for the county by the office of financial management.” RCW 

36.70A.110(2). “Oversized UGAs are perhaps the most egregious affront to the 

fundamental GMA policy against urban sprawl, and it is this policy that the UGA 

requirements, more than any other substantive GMA mandate, are intended to further.” 

Thurston County II, 164 Wn.2d at 351 n.13. “[A] county’s UGA designation cannot 

exceed the amount of land necessary to accommodate the urban growth projected by the 

OFM, plus a reasonable land market supply factor.” Id. at 352.4

In addressing issues of whether a UGA is oversized, all three growth management 

hearing boards have adopted a “show your work” requirement. Petree v. Whatcom 

County, No. 08-2-0021c, 2008 WL 4949257, at *14 (W. Wash. Growth Mgmt. Hr’gs Bd. 

Oct. 13, 2008) (capitalization omitted). As explained in Petree:

“The phrase “show your work” was first used by the Central Puget Sound 

Growth Management Hearings Board to describe the explicit 

documentation of factors and data used by counties when undertaking the 

 

4 A market factor “‘represents the estimated percentage of net developable acres 

contained within a UGA that, due to idiosyncratic market forces, is likely to remain 

undeveloped over the course of the twenty-year planning cycle.’” Thurston County II,

164 Wn.2d at 353 (quoting Brent D. Lloyd, Accommodating Growth or Enabling 

Sprawl? The Role of Population Growth Projections in Comprehensive Planning under 

the Washington State Growth Management Act, 36 GONZ. L. REV. 73, 118 (2001)).
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sizing of UGAs. Because UGA sizing relies primarily on mathematical 

calculations and numerical assumptions, the Board concluded that such a 

showing of work was required in order to demonstrate the analytical rigor 

and accounting that supported the sizing and designation of UGAs; without 

which both the Board and interested citizens would have no criteria against 

which to judge a County’s UGA delineation.” 

Id. at *15 (footnote omitted) (quoting Order on Recons., Panesko v. Lewis County, No. 

08-2-000, at 7-10 (Sept. 11, 2008)). 

The Washington Supreme Court had occasion to address the “show your work” 

requirement in Thurston County II, in which it rejected, in part, Division Two’s adoption 

and application of the requirement. At issue in that case were portions of Thurston 

County’s comprehensive plan and development regulations that had been found 

noncompliant by the Board. Thurston County v. W. Wash. Growth Mgmt. Hr’gs Bd.,

137 Wn. App. 781, 154 P.3d 959 (2007) (Thurston County I). Among other violations of 

the GMA, the Board found that Thurston County failed to explain why, when the

projected demand for residential urban lands in its 20-year planning horizon was 11,582 

acres, it had allocated 18,789 acres for this use. Id. at 803. Division Two of this court 

observed, “[t]his projection leaves 7,205 acres, or approximately 38 percent of available 

residential lands, unused at the end of the current 20-year planning period.” Id. Before 

the Board and on appeal, the County asserted that its use of a 38 percent market factor 

“was reasonable, that it based the factor on local circumstances, and that the factor was 

within the local discretion permitted by RCW 36.70A.110(2).” Id. 
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City of Kennewick v. Futurewise, et al.

22

While Division Two acknowledged that the argument “seems to bring the 

County’s action within the ‘broad range of discretion’ that the [GMA] grants to 

counties,” it found it problematic that the County “did not state in its comprehensive plan

that it used a 38 percent market factor to increase the amount of acreage needed to 

accommodate growth or explain or justify the use of a market factor.” Id. at 803

(emphasis added). Division Two agreed with the Board’s decision that “without 

designating the excess as market factor and explaining the need for it, the County’s 

expansion of its UGAs failed to meet GMA goals.” Id. at 804-05.

The Supreme Court reversed on this issue and remanded for further proceedings 

before the Board. It held that “[t]he GMA does not support” Division Two’s reasoning 

that a county must explain its justification for employing a land market supply factor and 

defend the reasonableness of the factor in its comprehensive plan. Instead, “[a] 

comprehensive plan is presumed valid upon adoption, and the petitioner has the burden of 

demonstrating the plan fails to comply with the GMA.” Thurston County II, 164 Wn.2d 

at 352. The Court continued,

The GMA does not require a county to explicitly identify a land market 

supply factor or provide justifications for adopting such a factor in the 

comprehensive plan. A county is required to justify its UGA designations 

if it fails to reach an agreement with a city. RCW 36.70A.110(2). No 

analogous provision requiring a county to explicitly identify and justify a 

UGA boundary adopted in a joint plan with a city exists. 
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City of Kennewick v. Futurewise, et al.

23

Id. It concluded, “To require a county to justify its use of a land market supply factor is 

to presume the UGA designation is invalid and to place the burden on a county to justify 

its actions.” Id. 

The court held, “Once a petitioner challenges the size of a county’s UGA, the 

county may explain whether the difference between the supply and demand is due to a 

land market supply factor or other circumstances.” Id. at 353. And “[i]f the county 

asserts a land market supply factor was used in designing the UGA boundaries, the 

petitioner may argue the factor employed was clearly erroneous and unreasonable based 

on the facts in the record.” Id. 

Following the decision in Thurston County II, the Growth Management Hearings 

Board for Western Washington observed in Petree that “the purpose and function of the 

Board’s ‘show your work’ requirement is, and in this Board’s view has always been, a 

demonstration by the County upon challenge of the facts and evidence supporting its 

action in response to a petitioner’s prima facie case.” Petree, 2008 WL 4949257, at *16. 

It continued:

There is no distortion of the presumption of validity or a shifting of the 

burden; the presumption is rebuttable by evidence and legal argument for 

which the County must present contrary evidence from the Record. 

Without having the ability to review supporting evidentiary documentation, 

the Board’s ability to determine whether a jurisdiction has complied with 

the GMA would be irretrievably compromised.
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City of Kennewick v. Futurewise, et al.

24

Id. Elsewhere, it stated, “[T]he Board is not asking for the County to demonstrate it has 

complied with the GMA rather it is only requiring the County respond to assertions made 

by the petitioner that the County’s actions were non-compliant with the GMA.” Id. 

The Board’s decision in favor of Futurewise in this case did not turn on the 

support or lack of support for a market factor. But the Supreme Court’s decision in 

Thurston County II has broader significance. Thurston County II holds that because a 

county’s plan is presumed valid and the petitioner, not the county, bears the burden of 

proof, the Board cannot require a county to show its work unless and until the petitioner 

presents a prima facie challenge that the Board cannot determine without a responding 

explanation from the county. 

B. Futurewise made no prima facie challenge to the City’s land capacity 

calculations; it challenged only alleged reporting errors

The Board’s decision that the County failed to comply with RCW 36.70A.110 and 

.115 is based on its conclusion that Futurewise “satisfied its burden of proof to show that 

the UGA expansion was not ‘based upon the growth management population projection 

made for the county by the office of financial management.’” CP at 906. Yet this was 

based on subsidiary findings about what the County failed to show, not what was shown 

by Futurewise. The Board found: 

 The County’s resolution and ordinance “have no specific findings/conclusions 

stating that the size of this UGA expansion corresponds to the amount of land 

necessary to accommodate the urban growth projected by OFM,” CP at 905 (some 

emphasis omitted);
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City of Kennewick v. Futurewise, et al.

25

 “Benton County relied on the City of Kennewick to provide [such an] analysis,” 

CP at 905;

 A City UGA information worksheet included in the record “appears to represent a 

calculated conclusion . . . that Kennewick believes it needs 1,099.7 acres of 

additional land for industrial use,” “[b]ut the formula is not disclosed, the 

calculations and assumptions are not shown, and there is no narrative explaining 

how this work was done to compute the resulting 1,099.7 acres,” CP at 906; and

 “Benton County has failed to show its work on the Kennewick UGA expansion.” 

CP at 906.

Futurewise made no prima facie challenge to the City’s land capacity analysis. 

That land capacity analysis identified the “Acres Needed for 2037 Pop. Projection” in the 

industrial use category was 1,099.7 acres; it identified 325.2 acres of “Buildable Lands”

in that category; and its “Deficit/Surplus (acres)” in the industrial category was therefore 

a negative 774.5 acres. CP at 829 (IR 171). 

Futurewise’s position was actually predicated on the calculation of the 774.5 acre 

need. Its complaint was that the County failed to report that because Kennewick, 

Richland and West Richland share a UGA, the 774.5 acre need had been more than met 

by the expansion of a UGA in or adjoining Richland. As the Board’s decision and order 

itself states in summarizing the “positions of the parties”:

Futurewise alleges that the Cities of Kennewick, Richland, and West 

Richland all share a single UGA and as part of the 2018 update to the 

comprehensive plan, Benton County added 901 net acres to the UGA 

shared by Kennewick for industrial uses, which exceeds the 774.5-acre 

industrial land deficiency identified by the City of Kennewick in its 2018 

UGA Information Spreadsheet.
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City of Kennewick v. Futurewise, et al.

26

CP at 20 (citing Futurewise’s Pet’r’s Prehearing Br. at 4-5 (May 7, 2020)). Futurewise

buttressed its position with the statement in the 2016 Industrial Zoned Land Assessment

about there being enough developable land to accommodate several decades of growth. 

The City and County responded to Futurewise’s position with contrary evidence 

and argument. The Board was not presented with the situation described in Petree, in 

which a county’s failure to provide evidence in response to a petitioner’s evidence 

“irretrievably compromise[s]” the Board’s ability to determine a petitioner’s challenge. 

Petree, 2008 WL 4949257, at *16. The Board refused to decide whether the City shared 

a UGA with Richland and West Richland not because it was unable to, but because, it 

explained, “it is not necessary.” CP at 905. It was not necessary because the Board

based its decision on the issue the Board raised sua sponte: whether the County failed to 

show its work.

On appeal, Futurewise contends it is entitled to argue that the County’s UGA is 

noncompliant not only based on facts in the record, but by pointing out the absence of 

facts in the record. When it comes to an issue on which Futurewise made no prima facie 

claim and as to which it bore the burden of proof, however, the Washington Supreme 

Court held otherwise in Thurston County II. And Futurewise never argued to the Board 

that it should prevail because the County failed to show its work. The Board arrived at 

that rationale for its decision on its own.
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City of Kennewick v. Futurewise, et al.

27

Alternatively, Futurewise asks us to affirm the Board on the basis of its theory that 

a UGA that Kennewick shares with Richland and West Richland has already been 

expanded beyond what was a 774.5 acre need with the 901 acre expansion of the UGA in 

or adjacent to Richland. To make that determination, we would be required to weigh 

evidence. It is not our role to make factual findings that the Board was asked, but 

declined, to make. Shaw v. Dep’t of Ret. Sys., 193 Wn. App. 122, 134, 371 P.3d 106 

(2016) (declining to consider issue where, although agency heard testimony, agency 

made no findings of fact on the issue) (citing Hahn v. Dep’t of Ret. Sys., 137 Wn. App.

933, 942, 155 P.3d 177 (2007)).

The Board’s finding that the County failed to comply with RCW 36.70A.110 and 

.115 because it failed to show its work was based on an erroneous interpretation or 

application of the law. 

C. The Board’s findings that the County relied on the City’s land capacity 

analysis and that the 279.53 acre expansion does not correspond to a 774.5 

acre need are not a basis for affirming the Board’s finding of 

noncompliance

While it seems clear the Board’s decision and order were based on an alleged 

failure of the County to show its work, Board members raised two other concerns during 

the hearing on the merits that appear in the Board’s findings and warrant brief discussion.

The Board states it “finds no support in the GMA for Kennewick’s position that a 

deficit previously identified in the City’s Comprehensive Plan in some matter exempts a 
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City of Kennewick v. Futurewise, et al.

28

subsequent County action to revise UGA boundaries from challenge.” CP at 905. The 

City did not take that position before the Board (nor did the County), and the City does 

not take that position on appeal. See Reply Br. of Pet’r at 13 (“To be sure, the ultimate 

decision to expand a UGA rests with the relevant county, and a county therefore must be 

satisfied that a UGA expansion comports with the GMA.”); and see RCW 

36.70A.110(1), (2).

The County must be able to defend a land capacity analysis on which it relies, but 

nothing in the GMA prohibits counties from relying on its cities’ land capacity analyses 

and adopting UGA boundaries recommended by its cities. “[C]oordination and 

consultation between a county and its cities underlies many aspects of the GMA, 

including the designation of UGAs.” Petree, 2008 WL 4949257, at *13. “[T]he GMA 

requires counties to consult with each of its cities and attempt to reach agreement as to 

the location of the UGA”; indeed, if agreement cannot be reached, the County may 

designate a UGA it deems appropriate, but must justify its actions in writing. Id. (citing 

RCW 36.70A.110(2)). 

The Board also questioned why the County acted to expand the industrial acreage 

in the City’s UGA by only 279.53 acres if the need identified by the City’s land capacity 

analysis was 774.5 acres. Its decision and order question the lack of findings that the size 

of its expansion “corresponds to” the projected need based on OFM growth projections. 

CP at 905. The GMA is concerned with oversized UGAs, however, not with undersized 
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City of Kennewick v. Futurewise, et al.

29

UGAs. Thurston County II, 164 Wn.2d at 351 & n.13 (“If the size of a UGA is not 

limited, rural sprawl could abound.”). This would seem especially true in the early years 

of a 20-year plan, when cities and counties might be assessing the optimal areas for UGA 

designation. In any event, if an inadequate UGA expansion was the basis for a 

petitioner’s challenge—and it was not here—invalidating approval of the partial 

expansion would not be the appropriate remedy.

II. BOARD FINDINGS DO NOT SUPPORT ITS CONCLUSION THAT THE UGA EXPANSION 

WOULD CAUSE LOW-DENSITY SPRAWL

The City also assigns error to the Board’s finding and conclusion “that in enacting 

Benton County’s Resolution 2019-898 and Ordinance 618, Benton County was not 

guided by GMA Planning Goal [2 to] reduce the inappropriate conversion of 

undeveloped land into sprawling, low-density development.” CP at 908. 

Thirteen GMA planning goals, including the goal of “reduc[ing] sprawl,” are set 

forth in RCW 36.70A.020 and shall be used “exclusively for the purpose of guiding the 

development of comprehensive plans and development regulations.”5 “The GMA 

‘explicitly denies any order of priority among the thirteen goals’ and it is evident that 

 

5 Goal 2 states in its entirety, “Reduce sprawl. Reduce the inappropriate 

conversion of undeveloped land into sprawling, low-density development.” RCW 

36.70A.020(2).
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City of Kennewick v. Futurewise, et al.

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‘some of them are mutually competitive.’” Quadrant Corp., 154 Wn.2d at 246 (quoting 

Richard L. Settle, Washington’s Growth Management Revolution Goes to Court, 23 

SEATTLE U. L. REV. 5, 11 (1999)). 

The Washington Supreme Court has held that the goals, including the goal of 

reducing sprawl, do not place substantive requirements on local governments. Whatcom 

County v. W. Wash. Growth Mgmt. Hr’gs Bd., 186 Wn.2d 648, 689, 381 P.3d 1 (2016). 

Accordingly, to establish a county’s failure to be guided by one or more of the planning 

goals in RCW 36.70A.020, the petitioner must first establish a violation of a related 

GMA requirement. See City of College Place v. Walla Walla County, No. 19-1-0004, 

2020 WL 2069271, at *10 (E. Wash. Growth Mgmt. Hr’gs Bd. Mar. 30, 2020).

Recognizing this, Futurewise argued in its prehearing brief that the goal of 

reducing sprawl is implemented in part by the County’s CPPs, and the County’s UGA

expansion violated its CPPs by, e.g., expanding into an area of vacant farmland and 

wildlife habitat that lacks adequate public facilities and services, is not adjacent to 

territory already characterized by urban growth, and to which needed facilities cannot be 

provided in an efficient manner. See CP at 443-47. For its part, the City contends that 

the area of expansion meets the criteria for designating industrial UGAs, citing 

WAC 365-196-310(4)(c)(iv) (listing highway access, large parcel size, and absence of 

surrounding incompatible uses). 
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City of Kennewick v. Futurewise, et al.

31

The Board made no findings that the County’s UGA expansion violated County

CPPs in any of the respects contended by Futurewise. It agreed with the City that public 

utilities and services could be extended to serve the property in an efficient manner and 

that the UGA expansion met the GMA’s goal regarding transportation systems. It

rejected Futurewise’s argument that the expansion would harm the environment. In 

concluding that the County’s legislative action was not guided by GMA Planning Goal 2, 

the Board relied on one thing: the fact that it had “already concluded that the UGA 

expansion was not based upon the growth management population projection made for 

the County by [OFM].” CP at 908. 

Whether a county has committed a violation that reveals a failure to be guided by 

a goal of reducing the conversion of undeveloped land into low-density sprawl presents a 

different question. Even if the County had failed to show its work—and we have 

concluded that no duty to show its work was triggered—that would not, in itself, equate 

to promoting sprawl. The Board’s conclusion that the County failed to comply with 

RCW 36.70A.020(2) is not supported by its findings.

We reverse (1) the Board’s finding and conclusion that in adopting Resolution 

2019-898 and Ordinance 618, Benton County failed to comply with RCW 36.70A.110 

and .115, (2) its finding and conclusion that in adopting the resolution and ordinance, the 

County was not guided by GMA Planning Goal 2 to reduce the inappropriate conversion 
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City of Kennewick v. Futurewise, et al.

32

of undeveloped land into sprawling, low-density development, and (3) its order 

remanding the resolution and ordinance to the County for compliance. 

A majority of the panel has determined this opinion will not be printed in the 

Washington Appellate Reports, but it will be filed for public record pursuant to RCW 

2.06.040.

_____________________________

Siddoway, A.C.J.

WE CONCUR:

_____________________________

Lawrence-Berrey, J.

_____________________________

Staab, J.