Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms not otherwise defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement. (a) "Agreement" means this Temporary Construction Easement Agreement, including all Exhibits attached hereto and incorporated herein by this reference, as the same may be am

ARTICLE 2 GRANT OF TEMPORARY CONSTRUCTION EASEMENT

Section 2.1 — Grant. Grantor hereby grants to Grantee, and to Grantee's employees, agents, contractors, subcontractors, consultants, invitees, and successors, a temporary, non-exclusive easement over, upon, across, and through the Easement Area for the purposes set forth in Section 2.2 and subject to the terms and conditions of this Agreement. The easement granted herein is appurtenant to and for the benefit of the p

Section 2.2 — Permitted Uses. The easement granted in Section 2.1 shall entitle Grantee, and its employees, agents, contractors, subcontractors, consultants, and invitees, to use the Easement Area for the following purposes during the Term: (a) Construction workspace and laydown area for materials, equipment, supplies, and construction components necessary for the construction of PS-1, PS-2, and associated force-main

Section 2.3 — Limitation on Use. Grantee shall not use the Easement Area for any purpose other than the Construction Activities described in Section 2.2. No permanent structures, improvements, or installations shall be placed, constructed, or maintained within the Easement Area; permanent improvements shall be limited exclusively to the areas described in the Permanent Easement Agreement. Grantee shall confine all Co

Section 3.1 — Commencement. The Term shall commence on the Commencement Date, which is the date on which this Agreement is recorded with the Whatcom County Auditor. The target recording date is on or about August 15, 2025, subject to the satisfaction of all applicable closing conditions by both Parties. No Construction Activities shall commence within the Easement Area prior to the Commencement Date.

Section 3.2 — Expiration. The Term shall expire on the Expiration Date, which shall be the earlier of: (a) The date on which Grantee delivers to Grantor written certification, signed by Grantee's Executive Director or authorized designee, that all Construction Activities within the Easement Area have been completed and that site restoration has been performed in accordance with the Restoration Standards set forth in

Section 3.3 — Extension. Grantee may request one (1) extension of the Term for a period not to exceed six (6) additional months by delivering written notice of such request to Grantor at least thirty (30) days prior to the then-applicable Expiration Date. The written notice shall specify the reasons for the requested extension and the anticipated duration thereof (not to exceed six months). Any such extension shall b

Section 3.4 — Termination and Surrender. Upon the Expiration Date, all rights of Grantee in and to the Easement Area (other than rights arising under the Permanent Easement Agreement, which shall not be affected by the expiration or termination of this Agreement) shall automatically terminate without further action by either Party. On or before the Expiration Date, Grantee shall remove all construction materials, equ

Section 4.1 — Easement Compensation. In consideration of the temporary construction easement granted herein, Grantee shall pay to Grantor the sum of Sixty-Two Thousand Dollars ($62,000.00) (the "Easement Compensation") as full compensation for the grant of the temporary construction easement during the initial twenty-four (24)-month Term. Payment of the Easement Compensation shall be made by wire transfer of immediat

Section 4.2 — Crop Damage Compensation. In addition to the Easement Compensation, Grantee shall compensate Grantor for any actual crop loss or damage to agricultural improvements (including but not limited to growing crops, harvested crops stored on the Property, irrigation infrastructure, drainage tile systems, fencing, and farm roads) within the Easement Area directly resulting from Grantee's Construction Activitie

Section 4.3 — No Additional Compensation. Except as expressly set forth in Section 4.1 (Easement Compensation), Section 4.2 (Crop Damage Compensation), and Section 3.3 (extension compensation), no additional compensation shall be payable by Grantee to Grantor for the rights granted under this Agreement, provided that Grantee complies with all of its obligations hereunder, including without limitation Grantee's restor

ARTICLE 5 GRANTOR'S RESERVED RIGHTS

Section 5.1 — Agricultural Use. Grantor expressly reserves the right to continue agricultural operations, including planting, cultivating, irrigating, spraying, fertilizing, harvesting, and all related farming activities, on all portions of the Property outside the Easement Area without interference from Grantee. To the extent that Grantor's ongoing agricultural use of the Property does not interfere with Grantee's C

Section 5.2 — Access to Property. Grantor and Grantor's employees, agents, family members, tenants, licensees, and invitees shall retain the right of access across the Easement Area to reach other portions of the Property at all times during the Term, provided that such access does not unreasonably interfere with or create safety hazards in connection with ongoing Construction Activities. Grantee shall maintain at le

Section 5.3 — No Exclusion of Grantor. The easement granted herein is non-exclusive. Nothing in this Agreement shall be construed to exclude Grantor from entering or using the Easement Area, subject only to safety restrictions reasonably imposed by Grantee during periods of active Construction Activities. Grantee shall clearly designate active construction zones within the Easement Area by means of fencing, barricade

ARTICLE 6 GRANTEE'S OBLIGATIONS

Section 6.1 — Construction Standards. All Construction Activities within the Easement Area shall be performed in a good and workmanlike manner, using materials and methods of construction consistent with industry standards for public infrastructure projects of similar scope and complexity. All Construction Activities shall be performed in compliance with all applicable federal, state, and local laws, regulations, ord

Section 6.2 — Minimization of Disruption. Grantee shall use commercially reasonable efforts to minimize disruption to Grantor's agricultural operations and to Grantor's use and enjoyment of the Property during the Term. Without limiting the foregoing, Grantee shall: (a) Confine all Construction Activities to the Easement Area and the permanent easement areas described in the Permanent Easement Agreement, and prohibit

Section 6.3 — Fencing and Security. Grantee shall install and maintain temporary construction fencing around the active work area within the Easement Area to prevent unauthorized entry, to prevent livestock from entering construction zones, and to secure construction materials and equipment from theft or damage. The type, height, and configuration of such temporary fencing shall be consistent with Grantor's existing

Section 6.4 — Stormwater and Erosion Control. Grantee shall implement and maintain erosion and sediment control measures throughout the Term in compliance with all applicable permits, including the Best Management Practices ("BMPs") required under the NPDES Construction Stormwater General Permit issued by the Washington State Department of Ecology. Grantee shall install, inspect, and maintain all required erosion and

Section 6.5 — Environmental Compliance. Grantee shall comply with all environmental laws, regulations, and permit conditions applicable to the Construction Activities, including without limitation: (a) Conditions related to the 0.38 acres of anticipated permanent wetland fill authorized under the Project's Section 404 permit, to the extent any temporary wetland impacts occur within the Easement Area, including compli

Section 6.6 — Utilities. Grantee shall not disrupt or damage existing utilities, irrigation lines, drainage tile systems, wells, septic systems, or other infrastructure on the Property. Prior to the commencement of Construction Activities, Grantee shall obtain utility locates for all known underground utilities within the Easement Area in accordance with RCW 19.122 (One Call Locator Service). If any disruption or dam

Section 6.7 — Coordination. Grantee shall designate a single point of contact for communications with Grantor throughout the Term. The initial point of contact for Grantee shall be Teresa Villanueva, Project Manager, Cascadia State Infrastructure Authority, who may be reached at the CSIA headquarters address set forth in the preamble hereto. Grantee shall provide Grantor with updated contact information for its desig

Section 7.1 — Grantee's Insurance Requirements. Grantee shall require its general contractor and all subcontractors performing Construction Activities within the Easement Area to procure and maintain at all times during the Term the following minimum insurance coverages, written on forms and with insurers reasonably acceptable to Grantor: (a) Commercial General Liability Insurance: Two Million Dollars ($2,000,000.00)

Section 7.2 — Additional Insured. Grantor, Veldkamp Family Holdings LLC, and its individual members (Hendrik "Hank" Veldkamp, Anneke Veldkamp-Ross, and Willem Veldkamp) shall be named as additional insureds under the Commercial General Liability Insurance and Automobile Liability Insurance policies required by Section 7.1(a) and Section 7.1(b), respectively. Additional insured coverage shall be provided on ISO Form C

Section 7.3 — Certificates of Insurance. Grantee shall provide Grantor with certificates of insurance evidencing all required coverages, including evidence of additional insured status, prior to the commencement of any Construction Activities within the Easement Area and annually thereafter during the Term. All certificates of insurance shall be delivered to Grantor at the notice address set forth in Section 12.3. Ce

Section 7.4 — Sovereign Immunity. Nothing in this Article 7 shall be construed as a waiver of CSIA's sovereign immunity, governmental immunity, or any other defense or limitation on liability available to CSIA under applicable Washington State law, including but not limited to RCW 4.92 and Chapter 43.99N RCW, except to the extent CSIA has obtained or caused to be obtained insurance coverage as contemplated herein, in

Section 8.1 — Restoration Obligation. Upon completion of all Construction Activities within the Easement Area and prior to the Expiration Date, Grantee shall restore the Easement Area to a condition substantially similar to its condition immediately prior to the Commencement Date, subject to the installation of permanent improvements within the permanent easement areas under the Permanent Easement Agreement. The cost

Section 8.2 — Restoration Standards. Restoration of the Easement Area shall include, without limitation, the following: (a) Removal of all construction materials, equipment, temporary structures, fencing, signage, barricades, trailers, containers, debris, waste, and all other property of Grantee, its contractors, and subcontractors from the Easement Area; (b) Backfilling and compaction of all trenches, excavations, a

Section 8.3 — Restoration Inspection. Within thirty (30) days following Grantee's written notification to Grantor that restoration work has been completed, Grantor and Grantee shall conduct a joint inspection of the Easement Area to verify compliance with the Restoration Standards. Grantor shall notify Grantee in writing of any restoration deficiencies identified during or after the joint inspection within fifteen (1

Section 8.4 — Survival. Grantee's restoration obligations under this Article 8, including without limitation the obligation to cure restoration deficiencies identified during or after the joint inspection under Section 8.3, shall survive the expiration or termination of this Agreement until fully and satisfactorily performed.

Section 9.1 — Grantee's Indemnification. To the fullest extent permitted by law, Grantee shall indemnify, defend, and hold harmless Grantor and its members, managers, officers, agents, employees, representatives, successors, and assigns (collectively, the "Grantor Indemnified Parties") from and against any and all claims, demands, actions, causes of action, suits, judgments, damages, losses, liabilities, penalties, f

Section 9.2 — Grantor's Indemnification. Grantor shall indemnify, defend, and hold harmless Grantee and its officers, directors, employees, agents, and representatives (collectively, the "Grantee Indemnified Parties") from and against any and all claims, demands, actions, causes of action, suits, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation

Section 9.3 — Limitation on Liability. Nothing in this Agreement, including the indemnification provisions of this Article 9, shall be construed as a waiver of any defense, immunity, or limitation on liability available to CSIA as a Washington State governmental instrumentality under applicable Washington State law, including but not limited to limitations on liability under RCW 4.92, sovereign immunity protections,

ARTICLE 10 DEFAULT AND REMEDIES

Section 10.1 — Events of Default. A Party shall be in default under this Agreement upon the failure by such Party to perform any material obligation, covenant, or condition under this Agreement, which failure continues for a period of thirty (30) days after written notice thereof from the non-defaulting Party specifying the nature of the default with reasonable particularity. If the nature of the default is such that

Section 10.2 — Remedies. Upon the occurrence of an uncured default by either Party, the non-defaulting Party shall be entitled to pursue any and all remedies available at law or in equity, including without limitation specific performance, temporary and permanent injunctive relief, and monetary damages. The remedies provided herein are cumulative and not exclusive of any other remedies available to either Party. Notw

Section 10.3 — No Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver shall be effective unless made in writing and signed by the waiving Part

ARTICLE 11 REPRESENTATIONS AND WARRANTIES

Section 11.1 — Grantor's Representations and Warranties. Grantor hereby represents and warrants to Grantee as of the date of execution of this Agreement as follows: (a) Organization and Good Standing. Grantor is a Washington limited liability company duly organized, validly existing, and in good standing under the laws of the State of Washington. (b) Authority. Hendrik "Hank" Veldkamp, as Managing Member of Grantor,

Section 11.2 — Grantee's Representations and Warranties. Grantee hereby represents and warrants to Grantor as of the date of execution of this Agreement as follows: (a) Organization and Authority. CSIA is a Washington State governmental instrumentality duly created and validly existing pursuant to Chapter 43.99N RCW, with full power and authority to undertake the Project and to enter into and perform its obligations

Section 12.1 — 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.

Section 12.2 — Venue. Any legal action, suit, or proceeding arising under or relating to this Agreement shall be brought exclusively in the Superior Court of Whatcom County, Washington, or the United States District Court for the Western District of Washington, and each Party hereby consents to the personal jurisdiction and venue of such courts for such purposes.

Section 12.3 — Notices. All notices, demands, requests, 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 (such as Severin Partners LLC or Halcyon Partners LLC), prepaid; or (c) three (3) busine

Section 12.4 — Entire Agreement. This Agreement, together with the Permanent Easement Agreement and all Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, between the Parties concerning the temporary cons

Section 12.5 — Amendment. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by both Parties and, to the extent required, recorded with the Whatcom County Auditor.

Section 12.6 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any invalid, illegal, or u

Section 12.7 — Binding Effect; No Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, personal representatives, and permitted assigns. Grantee may assign its rights and obligations under this Agreement, in whole or in part, to a governmental entity or successor agency that assumes all of Grantee's obligations hereunder, without the pri

Section 12.8 — Recording. This Agreement shall be recorded with the Whatcom County Auditor at Grantee's sole cost and expense. Upon expiration or termination of this Agreement, Grantee shall prepare, execute, and record a release of easement or quitclaim deed in recordable form with the Whatcom County Auditor at Grantee's sole cost and expense, within thirty (30) days after the Expiration Date or the date of earlier

Section 12.9 — Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.

Section 12.10 — Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic transmission of a signed counterpart (including by PDF or other electronic format) shall be deemed an original execution and delivery for all purposes.

Section 12.11 — Attorneys' Fees. In any action, suit, or proceeding arising out of or relating to this Agreement, including any action to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs, and expenses incurred in connection with such action, including any fees and costs incurred on appeal.