Scenes from a Sprawl

The citizens of Berthoud thought they could control how fast their town grew. The developers had other ideas.

Two weeks ago, John Meyer came across a man with a clipboard outside Toddy's, a grocery store in a busy strip mall on the edge of downtown Berthoud. The man was collecting signatures of registered voters.

Petitions are nothing new in Berthoud; lately, the town seems awash in them. Last year, a group of volunteers walked door-to-door and gathered enough signatures to place a proposal on the ballot for a growth cap that would limit new housing permits to 98 a year, or 5 percent of the existing total. In November the initiative passed by a solid margin, even as nearby towns and the state as a whole rejected a slew of other grassroots growth-control measures.

But this past spring, to the consternation of many Berthoud citizens who voted for the growth cap, a developer funded another petition drive seeking an exemption from the cap for a massive 4,200-acre parcel of land flanking I-25. Despite surging population growth in the last decade, Berthoud remains a modest bedroom community, an enclave of less than 5,000 people surrounded by the rolling farmland of northern Colorado. The developer had no trouble gathering the necessary 157 signatures to place the issue before the town board.

Go slow, now: Growth-cap booster Brian Anderson found the pace of Berthoud development "overwhelming."
John Johnston
Go slow, now: Growth-cap booster Brian Anderson found the pace of Berthoud development "overwhelming."
New development in Berthoud.
John Johnston
New development in Berthoud.
Annex best thing: Steve Schroyer (left) and Troy McWhinney want to master-plan Berthoud's annexation by the highway.
John Johnston
Annex best thing: Steve Schroyer (left) and Troy McWhinney want to master-plan Berthoud's annexation by the highway.

The petition Meyer was handed outside Toddy's was yet another assault on the growth cap. This one proposed to overturn the cap altogether, wipe it off the books. It had been submitted to the town clerk for approval three days earlier by Lou Gassner, a local mortgage broker who is also president of the Berthoud Chamber of Commerce. Now it was already on the street.

An ardent supporter of the growth cap and a former member of the town's planning commission, Meyer didn't sign the petition. Instead, he struck up a conversation with the signature collector and watched him in action, acquiring a grim education in the politics of growth in the process.

The man wasn't a Berthoud resident. He worked for a company based in Colorado Springs that runs petition drives for a fee. He knew little about the pluses and minuses of a growth cap and seemed to have scarce interest in the matter beyond his paycheck. In fact, he told Meyer, last fall he had collected signatures for Amendment 24, the statewide growth-control initiative that went down in flames at the polls. His pitch this time around was simple: "Are you a registered voter in Berthoud? Then I need your signature right here."

Many people signed without reading the entire document. Those who asked questions got vague answers. Some, Meyer believed, actually favored the growth cap but were under the impression that the issue must be put to a vote each year.

The man reminded Meyer, a Navy veteran and retired airline pilot, of mercenaries he had met overseas: efficient, well-paid, allied with whichever side paid better. But his hustling nonchalance provided Meyer with a few ideas about how he should handle his own petition drive, the one for which he'd recently resigned his post as a planning commissioner.

Meyer's proposal, known as the Town Services Ordinance, advances the quaint notion that growth should pay its own way -- that developers should be responsible not only for building and tap fees, but also for any additional strains on sewers, parks, roads and other municipal services caused by their development over a twenty-year period. His critics say the ordinance is either redundant with what's already required or that it adds crushing up-front costs to the already hefty "impact fees" developers routinely shell out, but Meyer doesn't see it that way.

"Developers never do what they should do, only what you make 'em do," he says. "Our current development code says the town may impose certain fees on them, but it doesn't say we have to. And the fact that we haven't imposed them in the past has left the town with quite a bit of debt. Berthoud grew 62 percent, according to the census, in the last ten years. If growth is good, then we should be 62 percent better off, and we're not."

Over the next four hours, Meyer collected more than a hundred signatures for his petition, working side by side with the man pushing unbridled growth.


For a little while, it's still possible to pretend that Berthoud has been spared the invading armies of contractors and realtors now marching through other communities along the Front Range. The five-mile drive into town from the interstate is a leisurely tour of cornfields and hay bales drying in the sun, with honey for sale on the front stoop and Longs Peak looming in the distance. The town's core is a nostalgic collection of small businesses and stately clapboard and brick homes ringed by towering cottonwoods and wide, quiet streets.

"It is the kind of town Normal Rockwell painted, the kind of town writers reminisce about," burbles a Web site promoting the place. "Most people think this kind of homespun atmosphere is lost until they experience Berthoud, Colorado."

Yet a closer inspection reveals that Berthoud, like its neighbors, has spun a great number of homes in a very short time. South of the intersection of Colorado 56 and U.S. 287, a junction soon to be replaced by a major bypass, a nearly completed subdivision leaps out of the proverbial nowhere. Another pile of new houses hunkers behind the strip mall to the west of downtown. Other residential projects -- Peakview Meadows, Serenity Ridge, Heron Lakes, the inevitable Green Acres, and dozens more -- are already under way or on the drawing board, offering a range of floor plans and expansive driveways for the weary commuter to choose from. Thousands of acres in and around the current town are now slated for development, a circumstance that could easily double or triple the city's population over the next decade.

Not long ago, Berthoud was considered too isolated for the kind of explosive housing boom occurring elsewhere in exurbia. Unlike, say, Superior or Broomfield, it was too far off the beaten path to be attractive to big-city commuters. But then the commuter burgs began to spawn their own commuters. Flanked by Loveland and Longmont, a tolerable distance from Boulder, Fort Collins and Denver's northern suburbs, Berthoud became a logical alternative for folks looking for something smaller, something friendlier and less hectic -- something à la Rockwell.

Yet commuter migration plays only a small part in the exponential growth that Berthoud is now facing. A more critical factor has been the rabid competition among surrounding communities to annex and develop prime parcels along the interstate, leapfrogging over one another to woo commercial properties and sales taxes. Faced with the prospect of losing its I-25 gateway, Berthoud engaged in a flagpole annexation of its own, extending the town boundary to I-25 to claim a 4,200-acre development site.

The move touched off a kind of develop-or-die endgame scenario. Already struggling to cope with the strained services resulting from rapid growth, the town board hiked fees and tried to put its collective foot down. Last fall voters approved the growth cap even as the annexation of the highway property was moving through the pipeline. Alarmed that the cap might thwart full-scale development, owners of one of the parcels involved promptly filed suit, trying to annul the annexation. Meanwhile, the developer of that parcel set about quietly petitioning for an exemption to the cap -- which, if successful, could lead to the area being developed much more quickly than the town board anticipated.

The drama presently playing out in Berthoud is an object lesson in the heavy-handed politicking over the growth that's occurring up and down the Front Range. To some observers, it's an example of what happens when local slow-growth sentiment collides with the rights of private property owners; to others, it's a crucial test of whether a town has the right to control its own destiny in the absence of an effective regional or statewide plan for dealing with runaway development.

"What's going on in Berthoud is a microcosm of the wrassling over growth we're doing across Colorado," says Steve Wilson, spokesman for the Home Builders Association of Metro Denver. "Growth caps are bad public policy. If we're going to continue to promote job growth in this state, then we need a housing policy and a growth-management policy that makes sense."

"Governor Owens said he wanted local growth control," says John Meyer. "Here's a perfect example of a community making an attempt to control its own growth, and an out-of-town developer says, 'No, we don't accept your laws. We'll overturn them.' Berthoud is the poster child for the fact that local growth control doesn't stand a chance against multimillion-dollar developers."


When software consultant Brian Anderson moved to Berthoud from Boulder six years ago, his real estate agent told him that the town had a growth cap of under 3 percent a year. It was just what Anderson wanted to hear, he says.

"The real estate company recognized the commercial value of a community that wasn't going to turn into Broomfield," he says. "They knew there were a lot of people in Colorado trying to escape that urban sprawl."

When John Meyer moved to Berthoud two years ago, his real estate agent told him about the town's supposed growth cap, too. "It was a good sales pitch, but it wasn't true," he says.

Actually, the town had no growth cap -- as Anderson and Meyer soon discovered. The pair became part of a small but vocal group campaigning for tougher growth control. As newcomers, they were subject to the usual cracks about wanting to "slam the door" after them, but both men say they're not opposed to responsible growth.

"You get criticized for participating in government in this town by people who are from here," says Meyer. "But when you bring new people in, you bring in new ideas."

Members of the town board say that after a shaky start, they've done a good job of responding to the growth surge of the past few years. Building permits and associated water and impact fees, once sold on the cheap, now run around $30,000 per home. That includes an innovative "density transfer fee" of around $3,000 per house in areas that have been upgraded from rural to urban-level zoning -- a less cumbersome way of extracting compensation for higher (and more profitable) densities than the transfer of development rights exercised in other rural communities.

"In the early '90s, they were definitely playing catch-up on impact fees," notes mayor pro tem Jeff Hindman. "But we're now focusing on quality development, and I think we've done a good job of managing the growth."

A carpenter and former environmental activist, Hindman became involved in town politics a few years ago after a row of townhouses was built across the street from the renovated church in which he lives. The project didn't meet parking, height or setback requirements; the developer pulled fewer permits than he should have and managed to escape paying for needed road improvements. Those days are over, Hindman says.

Meyer, though, points to examples around his own subdivision of how the town is still picking up the tab for developers' chintziness. Berthoud is paying a third of the cost of a public park when the developers could have been required to fund all of it; three years in the making, the project is still a patchwork of grass, weeds and piles of dirt. The town is also paying to correct problems in a retention pond for storm runoff and is in the process of building a $10 million sewer-treatment plant to replace a facility that's over capacity and out of compliance with state regulations.

"I don't think taxpayers should subsidize private business," Meyer says. "All of these needs could have been forecast, and the developers should have been required to pay for the additional services. When we made them bring their own water with them, did they run out of town screaming? No way."

Anderson decided to spearhead the petition drive for a growth cap after attending board meetings and seeing the growing slate of development applications. "It was overwhelming," he recalls. "Some of the projects were fairly small, but one of them was going to be 700 homes. I started getting concerned about sewer capacity and schools."

A 5 percent limit per year on new housing permits seemed reasonable to Anderson; in most years, Berthoud's annual growth rate has been less than 5 percent, and as the town grows, the total number of permits available would increase, too. He collected 243 signatures in a day and a half, more than enough to put the matter to a vote.

But building permits are a major revenue source for Berthoud, which has only a modest commercial base, and real estate and retail interests mounted a strong challenge to the measure. In the heated campaign that followed, the pro-growth faction painted a dire picture of how Berthoud would fare under a growth cap: a stagnant town with dwindling revenues, unable to afford a recreation center or pay the interest on the bonds for the new sewer plant, hemmed in by the megaburbs of Longmont, Loveland and Johnstown.

Critics of growth caps like to evoke the example of Boulder, where strict growth controls helped drive up housing costs and send homebuyers into the ghastly, high-density nowhere of Superior's Rock Creek development ("The Sprawlful Truth," January 14, 1999). "With a growth cap, you have fewer neighbors, and the neighbors you have are richer," says Steve Wilson, the homebuilders' spokesman. "Those are the two benefits. In a regional sense, there's no benefit. It's a sprawl generator that puts more people on the highway for longer distances."

But Anderson and Meyer argue that Boulder is a special case of demand outstripping supply by a wide margin; other towns, including Golden and Westminster, have stricter growth caps, with no appreciable hike in housing prices. Noting that the Berthoud area has a wide array of housing stock, from manufactured housing to modest patio homes to rural subdivisions trumpeting country manses "from the mid-$600,000s," Anderson asks, "Where's the lack of housing?"

Hindman, who's no fan of growth caps -- "They create a lot more problems than they solve," he sighs -- says it's too early to tell what impact the cap will have on Berthoud. But that hasn't stopped its critics from blaming the cap for recent economic woes, including a precipitous drop in housing permits this year and hikes in sewer rates to help finance the new plant.

"The growth cap has meant no growth," declares mortgage broker Gassner, who's leading the crusade to overturn it. "Without the growth, we don't have any revenues for a recreation center, for sewer, for many other services."

Gassner says his petition has the support of "a majority of business leaders" in town. Unless the cap is repealed, he warns, developers and their lenders will shun Berthoud in favor of more accommodating communities.

Meyer counters that Gassner's claims are overblown and unsubstantiated. The temporary drop in housing permits -- only twelve were issued in the first five months of this year -- is the result of one developer's death and the lag time involved in the local approval process of various projects, he says. The sewer rate hike was inevitable because the board was overly optimistic in its projections about permit revenues available to finance the new plant. As for the notion that bankers or developers are now shunning Berthoud, "I challenge those people who say that to give me one example," Meyer says. "There's not been one developer who's pulled their plans for development here."

But the cap did throw a wrench into one proposed development that the town is counting on to bring in millions in density transfer fees and sales-tax revenues -- the 4,200-acre project on the highway. For years, local planners regarded the property as a long-term prospect for development; in studies of the northern I-25 corridor, the area was identified as a future "gateway" to Berthoud. But the long view started to shrink as other towns near the interstate began to engage in flagpole annexations to snap up prime highway locations. The actions of Johnstown, in particular, which grabbed a property southwest of the Berthoud interchange, shook Berthoud's leaders out of their complacency.

"For a long time, there was no reason for us to annex," says Berthoud mayor Milan Karspeck. "We saw this as being many years off. Evidently Johnstown didn't see it that way. They flagpoled down from their exit to ours. If we didn't act quickly, we wouldn't have the option of having an interstate access."

Since, by state law, flagpole annexations can only stretch three miles a year, it took Berthoud two years to extend its boundaries along the narrow ribbon of Colorado 56 to the interstate. The annexation was billed as a "strategic" maneuver, an act of self-defense, but it put growth-conscious Berthoud in the ironic position of sanctioning a perfect scenario for sprawl -- a huge development five miles from town that places pressure for further development of everything in between.

Hindman calls the annexation "the worst of all possible growth policies" but stresses its necessity. Karspeck sees the move as a way of obtaining cash that could preserve a buffer of farmland between Berthoud and its new satellite.

"The last thing we want to do is sprawl," he says. "If we have appropriate development, I see that as an engine for generating revenue for open space."

But what kind of development might be appropriate has the town at odds with itself, landowners and developers. Berthoud was deluged with development plans and annexation applications last fall, as developers raced to beat the prospect that Amendment 24 might pass. Instead, the town approved the growth cap, which puts a severe cramp in any master planner's ability to put thousands of homes by the highway. Members of the Wilson family, owners of a key 1,600-acre piece of the annexation, are now seeking to undo the annexation in court, while the prospective developer of Wilson Ranch, McWhinney Enterprises, tries to persuade voters to grant an exemption to the cap.

"To get utilities out there, they need to build quite a number of homes in a short time period to make it financially feasible," notes former Berthoud planner Mike Pelletier, now the planner for Glenwood Springs. "If Berthoud doesn't allow the exemption, they're going to have to sue to get out of the annexation -- and then they'll go to Johnstown."

Anderson says an exemption to the cap would be almost as bad as gutting it altogether, as Gassner proposes. One exemption would only lead to others, he figures, or more lawsuits. "Why wouldn't a developer sue the town if one group gets an exemption and the others don't?" he asks.

In letters to local newspapers, Anderson has vigorously defended the growth cap and questioned what Berthoud hopes to accomplish with its dreams of empire along the interstate. He calls the project "development by litigation."


Troy McWhinney seems poorly cast for the role of the big-bucks, out-of-town developer in Berthoud's growth battle. Twenty-seven years old, sandy-haired, with a Southern California pedigree, he looks like he should be riding some tasty waves off Laguna Beach rather than haggling with bureaucrats over how many thousands of houses he can squeeze into a cornfield.

But the McWhinneys are no slouches. While they were still in junior high school, Troy and his older brother Chad started selling strawberries from a roadside stand in Orange County. Within a few years, they had transformed the berry trade into a juicy business, with 28 stands and seven-figure annual sales figures. Now Chad, 29, is the president and CEO of the Loveland-based developer McWhinney Enterprises, and Troy is vice president in charge of development.

The brothers' emergence as major players in the northern corridor's building boom owes a great deal to their family ties to the region. Their great-great-grandfather, John Hahn, homesteaded land outside of Loveland in the 1860s. After the 1989 death of their grandmother, Virginia McWhinney, the family decided to sell forty acres along the interstate to pay inheritance taxes. That sale led to the factory outlet mall at the U.S. 34 interchange -- and left the McWhinneys in control of hundreds of acres surrounding the new development.

McWhinney Enterprises bought up neighboring farms and soon embarked on a 2,800-acre master-planned development adjacent to the outlet mall called Centerra. Eight years later, the project has sprouted office parks, retail and restaurants, and an apartment complex, with 1,700 single-family homes and townhomes slated to come on line in the next ten years. Overall, the development has approval for up to 5,000 homes and ten million square feet of commercial space, but Troy McWhinney says the buildout will take decades.

"We're in no hurry," he says. "We're going to take the time to do it right."

Centerra has drawn much applause from the business press -- and has earned McWhinney Enterprises a reputation as a developer that actually tries to live up to all the noble language in its mission statement about high quality and environmental sensitivity. For example, the project's design standards are much stricter than what Loveland allows. Plans also call for affordable apartments for low-wage employees at the outlet mall, water-conserving landscaping, even a kitty curfew to protect local birds. It's also the future home of the High Plains Environmental Center, a nonprofit organization funded largely through building-permit fees. The center will engage in wetlands restoration and offer exhibits to educate the public and contractors about "the connection between the built and the natural environment."

"I don't know if you'll ever find a developer of this size who takes as much pride in their work as we do," McWhinney declares. "The majority of people who are against growth are against it because of the poor projects that get built. But most people like the quality of what we do. I have no problem getting into a debate with those who oppose us, because I think what we do is right."

But quality of the McWhinney variety comes with a price. It means acquiring huge acreages in order to master-plan entire communities rather than piecemeal subdivisions. It can also mean higher densities in order to finance the kind of amenities buyers and tenants expect. ("The more apartments you do in a complex, the bigger you can make the pool," McWhinney notes.) Towns hungry for sales-tax dollars, like Berthoud, want to see their highway-abutting property sprout with retail development, but developers argue that they need to build houses -- lots of houses -- to pay for infrastructure and lure the big-box stores.

And therein lies the sticking point in the McWhinneys' plans to repeat the success of Centerra seven miles down the highway. Their proposed mixed-use development at Berthoud's gateway would be impossible without an exemption from the growth cap -- and even with one, it may not yield the mix of housing and commercial development the town board is hoping for.

A detailed study by the Urban Land Institute completed early last year recommended that the town of Berthoud enlist a master planner to direct development of the highway annexation as soon as possible. McWhinney Enterprises was one of several developers invited to submit a proposal, and the company's eagerness to take on the job eventually led to a contract to purchase the Wilson family's 1,600-acre property. (The rest of the 4,200-acre site belongs to more than two dozen other landowners, many of whom have not yet declared their intentions.) But the deal depends on getting the entire 4,200 acres out from under the growth cap before the McWhinneys' option on the Wilson parcel expires next year.

The company wasted no time circulating petitions seeking an exemption from the cap, but its tactics struck some Berthoud residents as underhanded. One company-sponsored presentation for senior citizens included a handout listing eight "possible effects of the growth cap." After reciting the familiar scapegoating about sewer fees and the decline in housing permits, the handout went on to suggest that senior funding was threatened, that county development had been accelerated, and even that eight town employees had resigned over the issue. Town officials say that not only do none of the stated "effects" have anything to do with the growth cap, but some, such as the claim of increased building on county land, are simply not true.

"I was disappointed in some of the things they said," says town board member Jenny Foote, who attended the meeting. "It was a scare tactic."

McWhinney defends the handout and says the information in it was obtained from town employees. But he also says his company has decided to avoid negative campaigning in the future: "We need to focus on the positive, on why this development and exemption would be good for the town."

In an effort to head off a divisive election, Jeff Hindman arranged for McWhinney to sit down with Foote and three residents known to be outspoken growth-cap boosters: Brian Anderson, John Meyer and Karen Stockley. The gathering, which skirted the open-meeting law because only two elected officials were present, was closed to the press. Hindman says he was merely trying to see if the two sides could find some common ground, but Meyer claims the mayor pro tem was trying to broker a deal.

"He wanted our group to cut a deal with the McWhinneys -- that if they would give a certain amount of open space, we would endorse the exemption," Meyer says. "I absolutely refused. Consequently, they never made any offers, and neither did we. Nothing was said that wasn't already said at public meetings."

On August 21 the town board will decide whether to place the exemption request on the November ballot. By law, the board could approve the exemption without submitting it to voter approval, but boardmembers say there's little chance of that happening. "There are boardmembers on both sides of the issue," says Mayor Karspeck. "This is so important to the town of Berthoud that I can't think of anything more deserving of a popular vote."

Of course, the McWhinney exemption could be a moot point if Gassner succeeds in getting the cap repealed. McWhinney believes he'll get his exemption, one way or another, because the majority opinion in Berthoud favors the kind of quality his company can offer. The alternative, he says, is a less stable, less thoroughly planned approach to the crucial gateway that would inevitably lead to shoddier development -- or the risk of losing the property to another town.

"They know that interchange is going to develop," he says. "They want to keep the character of Berthoud, and they prefer to see the interchange master-planned in a quality way."

To Meyer, though, the McWhinney approach to growth seems alien and unnatural, just like the flagpole annexation that made it possible.

"There is no real demand for homes in Berthoud right now," he insists. "Look at the number of houses for sale and the number of new homes sitting unsold. Last year at this time, houses under construction had been sold for months. What these guys are basically doing is creating a need and then fulfilling it. Their plan is to give away land to some large corporation, and that would generate jobs and the need for more housing, and then they would build the houses. They're not being responsive to the market. They're creating it."


Many people in Berthoud seem to regard the proposed development on the highway as an event far removed from their everyday concerns, not in their backyard at all. It's something "out there," like a warehouse fire in Guadalajara or the opening of a new disco in Uzbekistan.

That's one possible explanation, anyway, for the poor turnout at a public meeting on a recent Tuesday night at the town's community center. Troy McWhinney and project manager Steve Schroyer are on hand to explain their company's plans for the Wilson property and the exemption request, but less than forty citizens occupy the rows of chairs stretched before the two men. Subtract the town officials, members of the Wilson family, reporters and the like, and the number of concerned citizens in attendance drops to a handful.

Undaunted, McWhinney and Schroyer launch into their pitch, hauling out color-coded maps of the development area and enlarged photos of what they've accomplished at Centerra. McWhinney uses a laser pen to point out possible commercial, residential, and mixed-use areas. Schroyer reads aloud from a list of proposed benefits of the project ("A community in which to live-work-play").

The presentation is rich in topography but short on details about how many houses, how soon. McWhinney explains that his company is still doing market studies to determine the proper mix but should have solid numbers before the November election.

"This is a rough bubble concept," says Schroyer, who keeps a cell phone strapped to his hip and is prone to a kind of crypto-developerspeak: "We will try to do a little more curvilinear-type stuff here...pretty much an engineering marvel...our main entrance is going to be over here somewhere...the pink could sway either way, but not the purple...it's really a lifestyle-generational concept."

"A lot of what you see here will change as we get input from town staff," adds McWhinney.

But John Meyer, sitting near the front of the room, isn't at all clear about what he's seeing. He presses McWhinney for a firm number on the overall level of housing density for the project. McWhinney talks about 40 percent open space, but that includes all the space around commercial properties as well as greenbelts. Meyer asks about more gradual approaches to development.

"You and I have talked about this, and I don't want to turn this into a debate," McWhinney says. "If we're going to build thirty homes a year, we're going to do it the cheapest way we can. We don't want to do that. That's why we're asking the voters to exempt the land."

Other members of the audience ask about sewer issues and wildlife. Schroyer talks about various ways the developer could actually improve wildlife access to the river that runs through the property, "but you can't do all that with the growth cap," he adds. Although McWhinney keeps looking for hands raised in the back of the room, he eventually has to come back to Meyer.

"I don't see a long line of people saying, 'Gee, I'd like to live in the Wilsons' cornfield,'" Meyer says. "You guys are creating a need and then filling it."

"You're saying, 'Wait until someone wants a house and then go out and build one,'" McWhinney replies. "It doesn't work that way."

"John, you know the market," Schroyer adds. "It's not those 1,600 acres. It's the tri-county area."

JoLinda Wilson, a real estate broker and one of the owners of the 1,600 acres in question, begs to disagree with Meyer. People who think it's terrible for farms to become subdivisions should really try farming, she suggests, "working day and night and losing $50,000 or $100,000 a year."

She adds, "People want to live away from the city. I've got a list of 200 people who want to live on this property. Look at Superior. They're not having any trouble selling anything there."

The mention of Superior has the growth-cap supporters in the crowd shaking their heads. "What you're doing is bringing the city to the country," says Karen Stockley. "You're bringing city-level densities out here."

A contentious late arrival starts hurling questions at McWhinney like firecrackers. Why can't his company put in the commercial part before the houses, like some other highway developments? Will local contractors get any of the business? Why do they have to overturn the growth cap in order to get it done? What's wrong with stretching it out over a longer period of time? "Why," he asks, "don't you play within the game of this town?"

McWhinney tries to explain the economic realities of master planning, but the ensuing discussion does little to dispel the vagueness of their plans for the property -- or, for that matter, the array of unknowns surrounding the entire 4,200-acre annexation. For the town to have a firmer notion of what's ahead, officials will first have to sit down with the various landowners and come up with a mutually acceptable land-use plan, a process that could take months. Partly because so many issues still have to be resolved, tonight's meeting hasn't brought the McWhinney proposal into focus.

"At this stage, their plan is a master design, not a master plan," town trustee Jenny Foote says after the meeting ends. "I want to make sure that we get what we want so that it's not 4,200 acres of nothing but housing."

"The McWhinneys definitely go out of their way to do a good job," says Mayor Karspeck. "They're a strong partner to work with. But if we end up with a lot of houses out there and little else -- that isn't the reason we went through all this. There has to be a strong commitment to retail. It's a top priority."

Karspeck is troubled by the low turnout at the meeting. A previous presentation had drawn more than 200 people. But then, that meeting had been intended for residents of Northmoor, an upscale, low-density subdivision on a ridge east of the highway and adjacent to the proposed development. Like the folks on JoLinda Wilson's list, the Northmoor people had moved out to the middle of nowhere in search of country living -- only to discover that a small town is about to be built right below their front yards.

McWhinney Enterprises has told the Northmoor residents that they'll do what they can to preserve the current subdivision's views of the mountains. Of course, for the next ten or twenty years, those views will also include earthmovers and road-graders and endless rows of high-quality, highly uniform houses sprouting from the sod like so many weeds.

Along the Front Range these days, that's country living.


Although most of the petitions involved have yet to be officially reviewed and approved, it appears that Berthoud voters will have several possible futures from which to choose this fall. They can exempt the highway land from the growth cap, eliminate the cap entirely, or keep to the slow-growth path championed by Anderson and Meyer, throwing the highway project into confusion.

One decision they won't have to make is whether to approve the Town Services Ordinance, the proposal backed by Meyer and Anderson that would require growth to pay its own way. Last week their group, Citizens for Berthoud, decided to wait until next spring before putting the matter to the voters.

"We got the signatures we needed, but a lot of people were confused as hell," Meyer says. "People thought if they voted for one of the other initiatives, they couldn't vote for this. We'd rather have the issue decided on its own merits."

But whatever Berthoud voters decide in November, their fate is only partly in their hands. Their growth quandary has been shaped by forces far outside their control, including the lack of coherent regional planning and agreements about growth boundaries. The lack of leadership from the Colorado General Assembly, which has dithered and drawn "lines in the sand" over growth issues while failing to pass any meaningful legislation, has also hindered the locals' ability to respond to the situation. "The state laws we have now produce some pretty dysfunctional growth patterns," Jeff Hindman says.

Mayor Karspeck wonders if Berthoud's plight would be quite as bad if the legislature had done something about flagpole annexations years ago. He's hopeful that the lawmakers will finally be forced to act on several pressing issues in next month's special session on growth. Small towns such as Berthoud badly need to be able to make regional agreements with teeth in them, he says, so that rogue communities that jump their growth boundaries risk losing federal transportation funding or other vital revenues. They also need "appropriate" impact fees that address some of the most costly aspects of growth, such as traffic congestion and new school construction.

"There's this big hole in school funding," Karspeck says. "You can charge for land dedication, but when it comes to bricks and mortar, you can't charge a thing. So the existing taxpayers end up underwriting new schools, and that's a sizable tax that should be paid by the people causing the impact."

Still, Karspeck concedes, there are some aspects of Berthoud's dilemma that even a raft of new state laws can't fix. Development of the highway property will lead to the emergence of two Berthouds, separated by five miles of highway and worlds apart in character and sensibility. The two towns will operate in separate counties. Their children will be in separate school districts. In time, the population of the "new" Berthoud could be double that of the existing town, leading to a newcomers' takeover of town government, much as Superior was overwhelmed by Rock Creek.

"That's probably the major concern I have," Karspeck says. "We end up with two different communities, with cropland in between. They'll be working in different places, and there will be little social interaction. They'll have different issues in elections. It's a situation with built-in division. How will that get bridged?"

Even the prospect of such a thing has already created two Berthouds out of the existing town, two divided camps: those in favor of the new beast, and those opposed. If there's ever to be a bridge between the two, who will build it?

"Democracy is a great thing," says Hindman. "But this is going to be a really ugly election."

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