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DEVELOPMENT AGREEMENT
INTERPRETATION MEMORANDUM
The Charles – Caldwell, Idaho
Original Development Agreement Dated October 20, 2022
I. Purpose of Memorandum
This Development Agreement Interpretation Memorandum (“Memorandum”) is intended to
formally document the shared understanding and agreed interpretation of various provisions
contained within the Development Agreement for The Charles, dated October 20, 2022
(“Agreement”). This Memorandum is not an amendment to the Agreement. Rather, it provides
clarification of certain sections whose meaning or application requires administrative
interpretation.
This Memorandum shall be placed in the official project file and may be relied upon by City
staff, the Developer, and other interested parties for future reference to ensure consistent
application of the Agreement.
II. Interpretations of Specific Agreement Sections
1. Article II, Section 10 – Landscape Buffer Requirements
• Section 10 references Caldwell City Code §10-07-08, which does not exist in the current
code.
• The Parties agree that this reference was intended to refer to Caldwell City Code §10-
02-09 (Landscape Buffers).
• Sections 6.E and 6.F of the Agreement confirm that the required buffer may overlap
with a utility easement and authorize City staff to adjust planting requirements to
account for such easements.
• The site contains an irrigation easement associated with the Fenton Lateral. The Parties
agree that:
o The required landscape buffer may overlap this irrigation easement.
o City staff will work with the Developer and the irrigation district to ensure
plantings appropriate for the easement are used.
o No additional landscape buffer area outside the Fenton Lateral easement will be
required.
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2. Article II, Section 14 – Engineering Department Memo / Exhibit PA-3
• Section 14 references a “Section 2.8 – Public Services, Utilities, and Facilities”, which
does not exist in the Agreement.
• The Parties agree that the reference is intended to apply to Exhibit PA-3: City of Caldwell
Engineering Comments and Conditions.
3. Article II, Section 17 – Substantial Compliance With Preliminary Plat
• Section 17 states that The Charles must be developed in substantial compliance with the
approved preliminary plat.
• Determination of what constitutes a “substantial deviation” is expressly delegated to
the Planning & Zoning Director (or Director of Development).
• Therefore, the Director has the administrative authority to determine:
o That the proposed increase in commercial lot count, and
o The addition of new access locations, and
o Other changes as shown on the Site Plan dated 12-01-2025
do not constitute substantial deviations and therefore do not require City
Council approval.
4. Article II, Section 23 – Commercial Buildings on Preliminary Plat
• Section 23 identifies certain buildings on the preliminary plat as “commercial uses.”
• Consistent with Section 17, the Director of Development is authorized to determine
whether changes in the naming convention, number, configuration, or location of those
buildings constitute substantial deviations.
• The Director may therefore administratively approve modifications to building count or
numbering without requiring City Council approval.
5. Exhibit PA-3 – Engineering Comments and Conditions
a. Lot Count Description
• The opening paragraph of Exhibit PA-3 describes the project as containing “192 total
lots.”
• The Parties agree this paragraph is descriptive of the Developer’s request, not a binding
maximum.
• Lot count control is governed by the approved preliminary plat, subject to the
interpretation in Section 17 above.
b. Rights-of-Way, Section 5 – Drive Aisle Widths
• Section 5 requires 26-foot internal circulation drive aisles (face of curb to face of curb).
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• The Parties agree this requirement applies to primary circulation aisles.
• Non-circulation aisles, such as parking drive aisles, may be less than 26 feet (e.g., 24-
foot parking aisles), so long as they are acceptable to the Fire Marshal, as shown in the
current site plan.
c. Street Section 7 – Direct Access Restrictions
• Section 7 prohibits “direct access” to Highway 55 (Karcher Road), Moss Street, or Lake
Avenue.
• The Parties agree “direct access” means exclusive or sole access from an individual lot or
building.
• Shared access drives with mutual access easements, even if located on a single lot, as
shown on the current site plan, do not constitute direct access and comply with this
section.
6. Article IV, Section 4.1 – Default
• Section 4.1 provides the city the right, but not the obligation, to enforce or cure defaults
if the Owner/Developer fails to comply with the DA.
• The Parties agree that commercial lot count will be exempt from such default
determination by the City.
7. Article VII, Section 7.2 – Paragraph Headings; Construction of Agreement
• Section 7.2 states “This Development Agreement shall be construed according to its fair
meaning and as if prepared by both parties hereto. Titles and captions are for
convenience only and shall not constitute a portion of this Development Agreement.”
• The Parties agree that this provision authorizes and supports the interpretations
documented in this Memorandum and that none of these interpretations constitute an
amendment to the Agreement.
III. Conclusion and Administrative Direction
The City of Caldwell Director of Development, Director of Engineering, and City Attorney hereby
confirm that the interpretations contained in this Memorandum reflect the City’s official
understanding of the Development Agreement for The Charles, and that the Site Plan for Phase
4 of the Charles, dated 12-1-2025 does not appear to violate the Development Agreement.
This Memorandum shall be:
• Placed in the official project file;
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• Used as guidance for all future development review, permitting, and enforcement
actions related to The Charles;
• Provided to any interested party upon request.
IV. Signatures
Director of Development
Name: __________________________
Date: ___________________________
Director of Engineering
Name: __________________________
Date: ___________________________
City Attorney
Name: __________________________
Date: ___________________________