The URA, the audit, and Parcel 504.

The urban-renewal plan, in one paragraph

The Centerra Urban Renewal Plan was adopted by Loveland City Council in 2004 and is scheduled to expire in 2029. It financed the master-planned community east of I-25 along U.S. 34 that has been developed by McWhinney Real Estate Services and its affiliated entities. The plan’s funding mechanism — described in a 2004 Master Financing Agreement (MFA) between the City, the Loveland Urban Renewal Authority (LURA), and Centerra’s metropolitan districts — allowed taxpayer-supported revenues collected inside the URA boundary to flow back to the developer’s metro districts to repay infrastructure bonds. Over the twenty-year life of the plan, more than one billion dollars in cashflows have moved through that channel¹ .

The Master Financing Agreement (MFA) and Exhibit L

Exhibit L of the MFA contains the bidding rules: prequalification of vendors, selection of the lowest qualified bidder, formal abstracts of every bid received, and an audit trail confirming that bids were received before the posted deadline. These rules existed precisely because the entity awarding the contracts (Centerra Metropolitan District No. 1) and the entity often receiving them (McWhinney Real Estate Services and its related companies) shared overlapping leadership and ownership.

In February 2025, the LURA board engaged Ernst & Young to perform a forensic examination of how that channel had actually been operated. The engagement was approved alongside the cost of the Krenning recall election at the 16 December 2024 Council meeting — the same Council that the recall ultimately replaced² .

Phase I findings, delivered 14 October 2025

E&Y’s Phase I team — partner Gary Burke, senior manager Chad Francis, and managing director Mark Russell — reviewed 5,587 files and 90,000 general-ledger transactions dating to 2009. They sampled 73 cash disbursements and 9 public bid awards (out of 46 public-bid projects available for sampling — $11.9M of $51.1M awarded since 2015). The engagement letter is dated 18 December 2024; fieldwork ran 12 February — 13 October 2025; the final report carries a 3 November 2025 cover letter. Original engagement budget was $249,000; at the 14 October LURA meeting partner Gary Burke confirmed under direct questioning by Commissioner Samson that the budget had been exceeded prior to delivery of the report³ .

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The bidding finding

The metro district developed its own internal practice of evaluating proposals only after the bid prices were revealed, which is the opposite of how Exhibit L specifies. The auditor’s quote, from the public minutes:

Public competitive bidding processes and the related controls are designed to ensure fair competition, transparency and accountability. They prevent perceived or actual favoritism, corruption and misuse of public funds. — Gary Burke, E&Y partner, to LURA board, 14 Oct 2025³

The related-party finding

E&Y reviewed payments between the metro district and McWhinney-affiliated entities including McWhinney Real Estate Services, Centerra Properties West, and Centerra Retail Sales Fee Corp. They identified $4.9 million in management, landscaping, and marketing fees paid to McWhinney Real Estate Services since 2009. Water rights for irrigation were transferred from McWhinney-related entities to the metro district without any written analysis of fair-market pricing. Metro district board members who had declared employment or financial interests in those firms did not recuse themselves from the related votes — and the district has no formal procedure to document whether such transactions are made at fair market value¹ .

LURA board response

The board took no public action on the findings at the 14 October meeting. It recessed into executive session to consult legal counsel about the audit’s findings and potential next steps. Phase II — “deeper forensic investigation,” per Burke’s deliverable — has not yet been scoped or publicly funded.

At the 14 October Q&A multiple commissioners’ substantive questions were ruled by Chair Shadduck-McNally as “legal questions, cannot be answered” and deferred into the 9 December 2025 executive session — including (a) Olson’s question about whether 2004–2009 transactions were excluded by the statute of limitations, (b) Mallo’s question about “recourse” on the bid findings, (c) Light-Kovacs’s question about whether non-use of Exhibit L constitutes a compliance violation, and (d) Samson’s question about the materiality threshold for the audit. The Dec 9 LURA meeting itself was structured so that the only General Business items were “Executive Session” and “Action Following the Executive Session” — there was no public agenda item to discuss the report’s findings on the record.

The Centerra Phase I numbers, in one place

The Centerra 2025–26 budget context

Aug 12 LURA presentation by CFO Brian Waldes places the audit findings against the URA’s ongoing cash flow. The audited entity is a $20–24M/year fund:

URA sunset year is ~2030. Through-2030 projected sales-tax revenue is $182.1M total ($114.1M to the City of Loveland at 1.75¢; $68.0M to the URA at 1.25¢ of the 3¢ rate). The Development Planning & Financing Group’s March 2023 Cost-of-Service Study (Attachment 5 to the Aug 12 packet) reports that the “Centerra North Project Plan” contributes an estimated $3,720,029 to the City of Loveland General Fund each year — a figure the Mayor characterized at the Oct 14 LURA hearing as “flawed analysis in part due to it using a household income that is incorrect.”^14.5

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Centerra Metropolitan District No. 1 — board roster and the recusal record

The five seats on the Centerra Metropolitan District No. 1 board as of the 19 February 2026 regular-meeting agenda are listed below. Two share employment, ownership, or business affiliation with Realberry (formerly McWhinney Real Estate Services) or its affiliated entities; one of those two is the board’s president.

Every Centerra MD board agenda since the MFA was signed in 2004 has carried a standing Item I.B “Director Disclosure of any Potential Conflicts of Interest.” The Ernst & Young Phase I report describes, on the record, what that procedural box has produced:

Metro District board members submitted conflict of interest disclosures to the Colorado Secretary of State prior to board meetings and disclosed their employment with MRES and financial investments in developments located within the Metro District, and we understand no board member recused themselves from related voting matters since the MFA’s inception.¹¹

The standard Record-of-Proceedings boilerplate the audit quotes immediately afterward gives the institutional reason: “the participation of the members present was necessary to obtain a quorum or otherwise enable the Boards to act.” A quorum that cannot be reached without conflicted members converts non-recusal from an individual choice into the district’s default operating mode.

The 15 January 2026 CMD No. 1 board meeting — three days after Articles of Amendment renaming McWhinney Real Estate Services to Realberry took effect — ratified twenty-three open work orders on consent. Item VIII of that same agenda recessed the board into executive session for “legal advice from general counsel related to financing for Parcel 504 public improvements” — the Business Assistance Agreement the council would publicly approve thirty-three days later. The 19 February meeting, forty-eight hours after the council’s 8-1 BAA vote, then approved a $559,050 Merrick Engineering proposal for Parcel 504 engineering-and-survey services and recessed into executive session for legal advice on the E&Y audit.¹²

Pinnacle Consulting Group — the district administrator

Centerra Metropolitan District No. 1 does not have its own staff. Day-to-day administration, accounting, district management, and capital-project oversight are performed under a long-running services contract by Pinnacle Consulting Group, Inc. — a Loveland-based district-services firm founded in 2004, the same year the Centerra MFA was signed. Pinnacle reports administering roughly 100 Title 32 special districts statewide, a $780 million bond-debt portfolio under management, and $80 million in capital projects.¹³ The Centerra metro districts account for roughly $232 million of that bond portfolio — about thirty percent of Pinnacle’s total book.

The recorded attendance at the 16 October 2025 CMD No. 1 board meeting included nine Pinnacle staff (Newby, Brown, Ortiz, Doug Campbell, Krause, Ondracek, Brendan Campbell, Jenkins, Downing) plus two McWhinney-company observers (Jim Niemczyk and Eric Robinson), Alan Pogue of Icenogle Seaver Pogue, P.C. (district counsel), and Jonathan Jacobson of Cohere — out of a typical thirteen-to-fifteen attendees. The board’s president was at the same meeting. The functional distinction between “board,” “administrator,” and “developer” was procedurally narrow in that room.¹⁴

Untested in Phase I: the $34.5 million PIC → CPW channel

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Section 3.1 of the E&Y deliverable — “Flow of Funds Analysis” — documents the cascade by which property-tax TIF and the 1.25¢ Public Improvement Fee sales-tax revenue collected inside the URA boundary travel from the city through the Centerra Public Improvement Collection Corporation (PIC) and onward. Two paths were tested in Phase I; one was not.

The most consequential single sentence in the audit appears in Section 6.1: the $34.5M PIC-to-CPW path was identified, scoped out of Phase I, and flagged for Phase II. Phase II has not been authorized.

Procedural prior — McWhinney v. City of Loveland (2023CV30956)

The audit is not the city’s first attempt to claw back the Centerra financial arrangement. In November 2023 a newly-seated council under Mayor Jackie Marsh voted to rescind the Centerra South URA and the underlying MFA. McWhinney Real Estate Services sued in Larimer County District Court eight days later, requesting a temporary restraining order. The TRO was denied; an unopposed preliminary injunction was approved 14 December 2023, ordering the city not to implement the rescission. Three months later the council reversed itself, voted to restore the rescinded URA and MFA, and entered settlement talks. The case settled on 27 July 2024.¹⁵

The McFall council that approved the 2026 BAA is the second Loveland council seated since the Marsh-era rescission attempt was reversed. By that point the city had already paid the legal cost of losing — outside counsel for the injunction defense, the political cost of the reversal vote, and an unrecovered fee award the settlement terms have not been published in sufficient detail to quantify. The 8-1 vote on Parcel 504 reflects an ideological-coalition reset since 2023 as well as a developer that has shown it will and can sue to enforce the MFA structure if the city tries to unwind it.

The McWhinney → Realberry rebrand (12 January 2026)

Three months after E&Y delivered Phase I, the developer changed its name. Articles of Amendment filed with the Colorado Secretary of State on 9 January 2026 (effective 12 January) renamed McWhinney Real Estate Services, LLC (CO entity 19941074917, formed 1994) to Realberry Real Estate Services, LLC⁴ . The filing was prepared by Lori Argall at Holland & Hart LLP in Reno, Nevada.

The company’s public framing was that the rebrand “honors where we began” — co-founder Chad McWhinney referenced the McWhinney brothers' original 1980s berry stands in Southern California — while “expanding who we serve” to accredited investors nationally through a new technology-driven investment platform⁵ . Five weeks later the renamed entity returned to Loveland City Council asking for the largest single business-assistance package in city history.

Adjacent record — Chad McWhinney named in 2014 Epstein document production

Chad McWhinney’s name appears in a single redacted document produced under the “EFTA” Bates prefix that is typical of the Estate of Jeffrey Epstein civil-discovery productions. The document, Bates number EFTA01203131, is a one-page email dated 1 November 2014. Both the sender’s name and the recipient’s last name are redacted; the recipient first name is shown as “Jeffrey.” The body text, in full:

What this document does and does not show, strictly:

• It documents that Chad McWhinney’s name appeared in the Epstein document corpus, in a third-party email referring to him favorably after a meeting.
• It identifies the introducer (“kimball’s friend”) and an intended lunch with “Mark.” Neither person is further identified in the produced text.
• It does not show any direct correspondence from or to McWhinney himself, any business relationship, any financial transaction, or any criminal conduct.
• It does not assert that McWhinney met Epstein, nor that the “Jeffrey” recipient is Jeffrey Epstein (the EFTA Bates prefix is consistent with the Epstein-estate productions, but the document itself is redacted).
• It is one document of approximately one million produced under the EFTA prefix in civil discovery; appearance in that corpus, on its own, is not evidence of wrongdoing.

It is included here because Chad McWhinney is the named co-founder and current CEO of Realberry (formerly McWhinney Real Estate Services), the entity at the center of the Centerra urban-renewal plan analysed above, and is a public-figure principal of the entity that received the Costco BAA on 17 February 2026. This dossier’s standing position — that no personal criminal conduct is alleged — is unchanged⁹ .

The document itself, inline:

PRIMARY DOCUMENT · INLINE EFTA01203131 · email exhibit · 1 Nov 2014

Adjacent record — landlord-tenant and geographic proximity to Kimbal Musk

The single redacted email above is the only document in the produced corpus that names McWhinney by name. The wider context — what the press has covered and what the public records show — places the McWhinney family and Kimbal Musk inside one small Denver LoDo developer-and-restaurant network in the 2010s. The narrowest factual picture, in primary-source terms:

What this is and is not. It is a documented social-and-commercial network adjacency between two Front Range principals operating two blocks apart on Wazee Street in 2014, with a public landlord-tenant relationship at Denver Union Station, where one is a redacted-sender introducer who appears in the Epstein corpus separately for unrelated reasons, and the other is named in a single third-party email in that same corpus. It is not evidence that the two were business partners, that they invested in each other’s ventures, or that either crossed paths with Jeffrey Epstein directly. None of those things appears in the produced documents.

The supporting CO SOS filings, inline

The 2026 rebrand from McWhinney to Realberry — and the underlying 1994 formation document showing the entity’s full filing history — are both preserved verbatim:

PRIMARY DOCUMENT · INLINE Articles of Amendment — McWhinney Real Estate Services LLC → Realberry Real Estate Services LLC

R-10-2026 — the Costco Business Assistance Agreement

The official voting record for that meeting, inline — confirming the 8-1 roll-call on Item 8.1 (R-10-2026 Parcel 504 Business Assistance Agreement):

PRIMARY DOCUMENT · INLINE City Council Voting Results — 17 February 2026

R-10-2026 financial-component buildup

Earlier framing of the BAA as a “$125 million tax rebate” conflated the OUTFLOW components (identifiable contractual city commitments) with the INFLOW projection (city revenue retained over 25 years from the un-rebated 1.75-cent share of Costco sales tax). The $125 million figure does not appear as a single line item in R-10-2026 itself. The components are:

The projected revenue-into-city figure is contingent on a Costco sales-volume counterfactual (i.e. sales that would not have occurred in Loveland but for the project), and the foregone-revenue calculation varies with that counterfactual assumption. The dossier names the identifiable contractual components ($42.5M ceiling on out-flow over 25 years) and the AIR-102809 inflow projection (~$100M over 25 years) separately; the “$125M” headline is the buildup of both directions and is documented in facts/f3e for transparency.

Rothberg dissent

Ward 2 Councilor Sarah Rothberg cast the lone “no” vote, stating:

What I would really like to see happen here is developers develop the land, sells the land and the business comes in, builds it out. Then the city has sales tax all to themselves and can provide that infrastructure support and maintenance and build out. I think that kind of system has a lot of trust with community members.⁸

Public-comment objection

During the public-comment period of the same meeting, Ward 2 resident Megan Eliezer told Council:

There is no faith in this developer whatsoever, and to continue to give them our tax money is obscene. It is just obscene, especially when we are at a budget shortfall that we keep hearing about. It’s not the grocery tax that’s the problem. Giving money to developers is the problem.⁸

A second Ward 2 resident, Gail Randall, was cut off by Mayor McFall when she invoked the Ernst & Young audit during her three-minute remarks. Her First Amendment lawsuit, filed three days later, is the subject of Chapter 07 · Recall.

What the timing means

Compressed into a six-month window, the documented sequence is:

• Oct 2025: E&Y delivers Phase I findings; LURA board recesses into executive session.
• Jan 12 2026: McWhinney Real Estate Services renames to Realberry.
• Jan 27 2026: Closed-session BAA negotiation with City Council.
• Feb 3 2026: Ord 6806 (anti-encampment) passes 5-4.
• Feb 17 2026: R-10-2026 (Costco BAA) passes 8-1 with Rothberg dissenting; Mayor cuts off public comment referencing the audit.
• Feb 20 2026: Randall v. McFall filed in Larimer District Court.

The Centerra URA’s own master agreement was the document Mayor McFall declared off-topic when a resident tried to read its audit findings into the public record of the city’s largest new financial commitment to the same developer.