Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement. (a) "Compensation" means the sum of Thirty-Two Thousand Dollars ($32,000), payable as set forth in Article 3. (b) "Construction" means all activities related to the c

ARTICLE 2 — GRANT OF TEMPORARY CONSTRUCTION EASEMENT

Section 2.1 — Grant. Grantor hereby grants to Grantee, and to Grantee's contractors, subcontractors, agents, employees, consultants, and authorized representatives, a temporary, non-exclusive easement over, across, and upon the Temporary Easement Area for the purposes described in Article 4 hereof. This grant is subject to all terms and conditions of this Agreement. Nothing in this Agreement shall be construed to gra

Section 2.2 — Term. The term of this Temporary Construction Easement (the "Term") shall commence on the Effective Date and shall expire on the earlier of: (a) the date of Construction Completion, as certified in writing by CSIA's Project Manager (Teresa Villanueva, or her successor as designated by CSIA in writing); or (b) twenty-four (24) months from the Effective Date. The Parties acknowledge that the target Constr

Section 2.3 — Extension. Grantee may extend the Term for one (1) additional period of up to six (6) months upon not less than sixty (60) days' prior written notice to Grantor. Grantee's notice of extension shall specify the requested duration of the extension period. Any extension of the Term shall require payment of additional compensation to Grantor, calculated on a pro-rata monthly basis at the rate derived from t

Section 2.4 — Termination and Surrender. Upon expiration or earlier termination of the Term, all rights granted to Grantee hereunder shall automatically terminate and revert to Grantor without the necessity of any further action by either Party, subject only to Grantee's obligation to complete site restoration as set forth in Article 7. Grantee shall vacate the Temporary Easement Area, remove all equipment, materials

Section 3.1 — Payment Amount. In consideration of the temporary construction easement rights granted herein, Grantee shall pay Grantor the total sum of Thirty-Two Thousand Dollars ($32,000) (the "Compensation"). This sum is based on the appraised fair market value of the temporary construction easement as established by Northwind Valuation Group LLC (Jocelyn Trueblood, MAI) in an appraisal report dated March 14, 2025

Section 3.2 — Payment Timing. The Compensation shall be paid in full by wire transfer of immediately available funds to an account designated by Grantor, or by certified check made payable to Dunlap Creek Ranch Inc., at the time of closing and prior to or simultaneously with the recording of this Agreement with the Whatcom County Auditor. All payments shall be disbursed in accordance with the closing instructions pre

Section 3.3 — Taxes. Grantor shall be solely responsible for any federal, state, or local income taxes, or other taxes of any nature, arising from Grantor's receipt of the Compensation. Grantee shall provide an Internal Revenue Service Form 1099 (or such other applicable tax reporting form) to Grantor to the extent required by applicable law. The Parties acknowledge that the employer identification number of Dunlap C

ARTICLE 4 — PERMITTED USE AND ACTIVITIES

Section 4.1 — Scope of Permitted Activities. Within the Temporary Easement Area, Grantee and its authorized contractors, subcontractors, agents, employees, consultants, and representatives may undertake the following activities (collectively, the "Permitted Activities"): (a) Construction staging and material laydown, including the temporary storage of construction materials, pipe, fittings, aggregate, fill material,

Section 4.2 — Limitations on Use. Grantee shall not use the Temporary Easement Area for any purpose other than the Permitted Activities described in Section 4.1. Without limiting the generality of the foregoing, Grantee shall not store hazardous materials, fuels, lubricants, solvents, or chemicals within the Temporary Easement Area except in strict compliance with all applicable federal, state, and local regulations,

Section 4.3 — Hours of Operation. Construction activities within the Temporary Easement Area shall be limited to Monday through Saturday, 7:00 AM to 7:00 PM, Pacific Time, unless otherwise agreed in writing by Grantor. Notwithstanding the foregoing, Grantee may conduct emergency activities at any time, including Sundays and holidays, when necessary to prevent imminent harm to persons, property, the environment, or pu

ARTICLE 5 — LIVESTOCK AND DAIRY OPERATION PROTECTIONS

Section 5.1 — Acknowledgment of Dairy Operations. Grantee acknowledges that Grantor operates an active dairy farm on the Property, including the keeping of dairy cattle and related agricultural activities. Grantee further acknowledges that livestock (dairy cattle) may be present on portions of the Property adjacent to or near the Temporary Easement Area at various times throughout the Term. Grantee recognizes that da

Section 5.2 — Fencing Obligations. Prior to commencing any Construction activities within the Temporary Easement Area, Grantee shall install and maintain, at Grantee's sole cost and expense, temporary fencing of a type and quality sufficient to prevent livestock from entering the Temporary Easement Area and to prevent Grantee's activities from interfering with livestock movement on the remainder of the Property. Such

Section 5.3 — Livestock Safety. Grantee shall ensure that all open excavations, trenches, pits, and other openings within or adjacent to the Temporary Easement Area are adequately barricaded, covered, or otherwise secured during non-working hours to prevent livestock injury. Steel plates, fencing panels, or other suitable barriers shall be placed over open trenches and excavations at the close of each workday. Grante

Section 5.4 — Access to Water and Pasture. Grantee shall not unreasonably interfere with Grantor's access to water sources (including wells, stock tanks, irrigation infrastructure, and natural watercourses), pasture, barns, milking facilities, feed storage, or other dairy infrastructure on the Property. If Construction activities temporarily require closure, blockage, or relocation of access routes customarily used b

Section 5.5 — Noise, Dust, and Vibration. Grantee shall implement reasonable measures to minimize noise, dust, and vibration impacts on livestock and dairy operations, including but not limited to the following: (a) Dust suppression through water application or other approved methods on unpaved surfaces and exposed soils within the Temporary Easement Area and along access routes; (b) Use of properly maintained muffle

Section 5.6 — Crop and Agricultural Loss Compensation. In addition to the Compensation paid under Article 3, Grantee shall reimburse Grantor for any direct, documented crop loss or damage to agricultural improvements (including but not limited to fencing, irrigation lines, drainage tiles, pasture, and livestock watering infrastructure) within the Temporary Easement Area or on adjacent portions of the Property caused

Section 6.1 — Ingress and Egress. Grantee shall have the right of ingress and egress to and from the Temporary Easement Area over and along existing roads, driveways, and lanes on the Property, as identified on the survey plat attached hereto as Exhibit B. Such access rights shall include the right to use heavy construction equipment, trucks, and other vehicles reasonably necessary for the Permitted Activities. Grant

Section 6.2 — Additional Access Routes. If Grantee determines that access routes beyond those depicted on Exhibit B are necessary to conduct the Permitted Activities, Grantee shall obtain Grantor's prior written consent before utilizing any such additional access routes. Grantor's consent shall not be unreasonably withheld, conditioned, or delayed. Grantee shall compensate Grantor for any damage to crops, pasture, fe

Section 6.3 — Grantor's Retained Access. Grantor retains the full right to use, occupy, and access all portions of the Property not within the Temporary Easement Area for Grantor's dairy farming, agricultural, residential, and all other lawful purposes, without interference from Grantee. Nothing in this Agreement shall be construed as limiting Grantor's rights as fee owner of the Property, except to the extent expres

Section 7.1 — Restoration Obligations. Upon completion of Construction within or adjacent to the Temporary Easement Area, or upon expiration of the Term, whichever occurs first, Grantee shall, at Grantee's sole cost and expense, restore the Temporary Easement Area to substantially the same condition as existed prior to the Effective Date, in accordance with the following Restoration Standards: (a) Removal of Temporar

Section 7.2 — Restoration Timeline. Grantee shall complete all restoration work required under Section 7.1 within sixty (60) days following the date of expiration or termination of the Term. If seasonal conditions, including but not limited to winter weather, frozen ground, saturated soils, or other conditions that would prevent effective restoration, prevent completion of all or a portion of the restoration work wit

Section 7.3 — Restoration Inspection. Grantor shall have the right to inspect the Temporary Easement Area upon Grantee's completion of all restoration work. Grantee shall provide Grantor with not less than five (5) business days' advance written notice of the anticipated date of completion of restoration work to enable Grantor to schedule an inspection. Grantor shall provide written notice to Grantee of any deficienc

Section 7.4 — Survival. The restoration obligations set forth in this Article 7 shall survive expiration or termination of this Agreement and shall remain enforceable until all restoration work has been completed to Grantor's reasonable satisfaction.

ARTICLE 8 — ENVIRONMENTAL COMPLIANCE

Section 8.1 — Compliance with Laws. Grantee shall comply with all applicable federal, state, and local environmental laws, regulations, ordinances, and permit conditions in conducting the Permitted Activities within the Temporary Easement Area. Without limiting the generality of the foregoing, Grantee's obligations include compliance with the following, as applicable: (a) The Federal Water Pollution Control Act (Clea

Section 8.2 — Erosion and Sediment Control. Grantee shall prepare, implement, and maintain a Stormwater Pollution Prevention Plan ("SWPPP") for the Temporary Easement Area in accordance with the requirements of the NPDES Construction Stormwater General Permit and any additional requirements imposed by the Washington Department of Ecology or Whatcom County. Grantee shall install and maintain best management practices

Section 8.3 — Wetland and Critical Area Protections. Grantee acknowledges that portions of the Property near the Temporary Easement Area may include Category III palustrine emergent wetlands (approximately 1.4 acres as delineated by Pinnacle Geotechnical & Environmental Consulting Inc.) and the pre-contact archaeological site designated as 45WH-1287, as identified in prior environmental and cultural resource studies

Section 8.4 — Hazardous Materials. Grantee shall not release, discharge, spill, or dispose of any hazardous substances, pollutants, contaminants, petroleum products, or waste materials on, in, or upon the Temporary Easement Area or the Property. In the event of any release, spill, or discharge of hazardous substances or pollutants, whether accidental or otherwise, Grantee shall: (a) Immediately take all reasonable st

Section 8.5 — Phase I ESA Baseline. The Parties acknowledge that a Phase I Environmental Site Assessment ("Phase I ESA") was completed for the Property by Pinnacle Geotechnical & Environmental Consulting Inc. on January 22, 2025. The Phase I ESA identified no recognized environmental conditions ("RECs"), controlled recognized environmental conditions ("CRECs"), or historical recognized environmental conditions ("HREC

Section 9.1 — Grantee's Insurance Requirements. Grantee shall require its contractor(s) performing Construction within or accessing the Temporary Easement Area to obtain and maintain, throughout the duration of Construction activities on or affecting the Temporary Easement Area, at a minimum, the following insurance coverages from carriers authorized to do business in the State of Washington and maintaining an A.M. B

Section 9.2 — Additional Insured. Grantor (Dunlap Creek Ranch Inc., its officers, directors, employees, and agents) shall be named as an additional insured on Grantee's contractor's commercial general liability and umbrella/excess liability insurance policies with respect to liability arising out of or in connection with the Permitted Activities and Construction work performed within or affecting the Temporary Easeme

Section 9.3 — Certificates of Insurance. Grantee shall provide Grantor with certificates of insurance evidencing all required coverages prior to the commencement of any Construction activities within the Temporary Easement Area. Such certificates shall identify Grantor as an additional insured as required by Section 9.2, shall reference this Agreement, and shall provide for not less than thirty (30) days' advance wri

Section 10.1 — Grantee's Indemnification. To the fullest extent permitted by law, Grantee shall indemnify, defend, and hold harmless Grantor, its officers, directors (including Garrett Dunlap and Maureen Dunlap), shareholders, employees, agents, successors, and assigns (collectively, the "Grantor Indemnified Parties") from and against any and all claims, demands, actions, causes of action, suits, judgments, liens, lo

Section 10.2 — Sovereign Immunity Reservation. Notwithstanding anything in Section 10.1 to the contrary, Grantee reserves and does not waive any and all defenses, immunities, and limitations of liability available to it as a Washington State governmental instrumentality, including but not limited to those arising under RCW 4.92, Chapter 43.99N RCW, and any other applicable provision of Washington State law. Nothing i

Section 10.3 — Survival. The indemnification obligations set forth in this Article 10 shall survive the expiration or termination of this Agreement and shall remain in full force and effect with respect to any claims arising from or related to events occurring during the Term or any extension thereof, regardless of when such claims are asserted.

Section 11.1 — Title Insurance. Grantee has obtained, or will obtain prior to recording, a title commitment from Cascade Basin Title Company (title officer Diane Ashworth, 119 East Magnolia Street, Bellingham, WA 98225) for the Temporary Easement Area and the Property. Grantor represents that it has good and marketable fee simple title to the Property, free and clear of all liens, encumbrances, and defects, except fo

Section 11.2 — Survey. The legal description and survey plat of the Temporary Easement Area attached hereto as Exhibits A and B, respectively, were prepared by Ironclad Surveying & Land Services LLC (Karen Whitfield, PLS, 4850 Cordata Parkway, Suite 110, Bellingham, WA 98226). The survey was performed in accordance with the Washington State Survey Recording Act, Chapter 58.09 RCW, and the Minimum Standards for Land B

Section 11.3 — Grantor's Representations Regarding Title. Grantor represents and warrants to Grantee as of the Effective Date as follows: (a) Dunlap Creek Ranch Inc. is a Washington corporation duly organized, validly existing, and in good standing under the laws of the State of Washington, and is authorized to transact business in the State of Washington; (b) Garrett Dunlap, as President and Sole Director of Dunlap

Section 12.1 — Recording. This Agreement shall be recorded in the real property records of the Whatcom County Auditor promptly following execution by both Parties. Grantee shall be responsible for all recording fees, real estate excise tax (if applicable), and associated costs incurred in connection with the recording of this Agreement.

Section 12.2 — Termination of Record. Upon expiration or termination of the Term, and upon completion and acceptance of Grantee's restoration obligations under Article 7, Grantee shall execute and record a Notice of Termination of Temporary Construction Easement with the Whatcom County Auditor, in a form reasonably acceptable to Grantor, to clear the record encumbrance created by this Agreement. Grantee shall provide

ARTICLE 13 — DISPUTE RESOLUTION

Section 13.1 — Negotiation. In the event of any dispute, controversy, or claim arising under or relating to this Agreement, including but not limited to disputes regarding the interpretation, performance, breach, or termination of this Agreement, the Parties shall first attempt to resolve the dispute through good-faith negotiation between authorized representatives of Grantor and Grantee. Such negotiations shall be i

Section 13.2 — Mediation. If the dispute is not resolved through direct negotiation within thirty (30) days following the date of the initial written notice of dispute, either Party may initiate non-binding mediation. Mediation shall be conducted in Whatcom County, Washington, before a single mediator mutually agreed upon by the Parties, or, if the Parties are unable to agree upon a mediator within ten (10) days of a

Section 13.3 — Litigation. If mediation is unsuccessful, or if the dispute is not resolved within sixty (60) days following the commencement of mediation, either Party may pursue any and all available remedies at law or in equity in the Superior Court of the State of Washington in and for Whatcom County, or in the United States District Court for the Western District of Washington. The Parties consent to the personal

ARTICLE 14 — GENERAL PROVISIONS

Section 14.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. All references to statutes and regulations in this Agreement shall be deemed to include any amendments, successor statutes, or replacement regulations.

Section 14.2 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) upon personal delivery, (b) one (1) business day after deposit with a nationally recognized overnight courier service, with delivery charges prepaid, (c) three (3) business days after deposit in the United S

Section 14.3 — Entire Agreement. This Agreement, together with its Exhibits (Exhibit A, Exhibit B, and Exhibit C), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, and agreements between the Parties, whether oral or written, with respect to the temporary construction ea