AFTER RECORDING RETURN TO:
Calderwood & Harkness LLP 999 Second Avenue, Suite 4200 Seattle, WA 98104
Attn: Grace Nakamura
Document Title: Temporary Construction Easement Agreement Grantor: Veldkamp Family Holdings LLC Grantee: Cascadia State Infrastructure Authority Abbreviated Legal Description: Portions of Whatcom County Parcel Nos. 380219-401200, 380219-401201, and 380219-401203; full legal descriptions set forth in Exhibit A Tax Parcel Numbers: 380219-401200, 380219-401201, and 380219-401203 Reference Numbers of Related Documents: Permanent Easement Agreement recorded concurrently herewith
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
Pump Station Nos. 1 and 2 and Associated Pipeline Segments Lower Nooksack River Corridor, Whatcom County, Washington
CSIA Capital Project Number CP-2025-NPS-004 Calderwood & Harkness LLP Matter No. 1030-00003
This TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (this "Agreement") is effective as of the date of recording with the Whatcom County Auditor (the "Effective Date"), by and between:
GRANTOR:
VELDKAMP FAMILY HOLDINGS LLC, a Washington limited liability company, whose registered agent address is 2240 Meridian Street, Bellingham, Washington 98225 ("Grantor" or "Veldkamp");
and
GRANTEE:
CASCADIA STATE INFRASTRUCTURE AUTHORITY, a Washington State governmental instrumentality created pursuant to Chapter 43.99N RCW, with headquarters at 1100 Jefferson Avenue SE, Suite 400, Olympia, Washington 98501 ("Grantee" or "CSIA").
Grantor and Grantee are sometimes individually referred to herein as a "Party" and collectively as the "Parties."
RECITALS
A. Grantor's Ownership. Veldkamp Family Holdings LLC is the owner in fee simple of approximately one hundred eighty-seven (187) acres of agricultural land situated along River Road in Whatcom County, Washington, including but not limited to those certain parcels identified as Whatcom County Parcel Nos. 380219-401200, 380219-401201, and 380219-401203 (collectively, the "Property"). The managing member of Grantor is Hendrik "Hank" Veldkamp. The other members of Grantor are Anneke Veldkamp-Ross and Willem Veldkamp. The Property has been in continuous agricultural use by the Veldkamp family and its predecessors in interest for over seventy (70) years and is currently used for crop production and related agricultural operations.
B. CSIA's Project. CSIA is developing the Regional Flood Resilience and Stormwater Management Program — Lower Nooksack Pump Station Network (the "Project"), which consists of a network of four (4) pump stations and approximately 6.2 miles of twenty-four-inch (24") and thirty-six-inch (36") high-density polyethylene ("HDPE") force-main pipeline along the Lower Nooksack River corridor in Whatcom County, Washington. The total estimated value of the Project is Forty-Eight Million Dollars ($48,000,000.00), which is funded through a Washington State Capital Appropriation of Thirty-One Million Two Hundred Thousand Dollars ($31,200,000.00) pursuant to SB 5140 of the 2025 Legislative Session and CSIA Series 2025A Revenue Bonds in the aggregate principal amount of Sixteen Million Eight Hundred Thousand Dollars ($16,800,000.00), underwritten by Harborstone Capital Markets LLC. Pump Station No. 1 ("PS-1") is to be located on Whatcom County Parcel No. 380219-401200, and Pump Station No. 2 ("PS-2") is to be located on Whatcom County Parcel No. 380219-401201. Associated force-main pipeline segments will traverse Whatcom County Parcel No. 380219-401203.
C. Permanent Easements. Concurrently with the execution and recording of this Agreement, Grantor and Grantee are executing and recording a Permanent Easement Agreement (the "Permanent Easement Agreement") pursuant to which Grantor is granting to Grantee permanent easements encompassing approximately 2.3 acres for PS-1 and approximately 1.8 acres for PS-2, together with related access and utility easements. This Temporary Construction Easement Agreement is granted in connection with and to facilitate the construction of improvements within and adjacent to those permanent easement areas.
D. Purpose of Temporary Easement. CSIA requires temporary access to, use of, and occupancy of certain portions of the Property outside the permanent easement areas for construction workspace, equipment staging, material laydown, construction vehicle access, and related construction activities necessary for the construction of PS-1, PS-2, and associated force-main pipeline segments. The total temporary construction easement area encompasses approximately 3.1 acres, as more particularly described in the legal descriptions attached hereto as Exhibit A and depicted on the easement plat attached hereto as Exhibit B.
E. Good-Faith Offer and Appraisal. CSIA has extended a good-faith written offer to Grantor for the temporary construction easement in compliance with the provisions of RCW 8.25 (Uniform Condemnation Procedures). The temporary construction easement compensation of Sixty-Two Thousand Dollars ($62,000.00) is based upon the appraisal of temporary use value prepared by Jocelyn Trueblood, MAI, of Northwind Valuation Group LLC, located at 505 Lakeway Drive, Suite 220, Bellingham, Washington 98229, dated March 14, 2025, which was prepared in accordance with the Uniform Standards of Professional Appraisal Practice ("USPAP") and the Yellow Book methodology applicable to federally-related and publicly-funded acquisitions. CSIA possesses condemnation authority under Chapter 43.99N RCW and is authorized to acquire property and property rights by negotiation or eminent domain for the purposes of the Project.
F. Consideration. In consideration of the payment of Sixty-Two Thousand Dollars ($62,000.00) and the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor, Grantor agrees to grant to Grantee the temporary construction easement described herein on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and for the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:
ARTICLE 1 DEFINITIONS
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 amended, modified, or supplemented from time to time in accordance with the provisions hereof.
(b) "Commencement Date" means the date on which this Agreement is recorded with the Whatcom County Auditor.
(c) "Construction Activities" means all activities related to the construction of PS-1, PS-2, and associated force-main pipeline segments within and adjacent to the Easement Area, including but not limited to grading, excavation, trenching, pipe installation, pump station foundation work, concrete placement, equipment staging, material storage, temporary fencing, worker parking, temporary stormwater management, dewatering, testing, commissioning, and all related construction, inspection, and support activities.
(d) "Easement Area" means the approximately 3.1 acres of temporary construction workspace on the Property, as more particularly described in the metes-and-bounds legal descriptions set forth in Exhibit A attached hereto and depicted on the easement plat set forth in Exhibit B attached hereto, which legal descriptions and plat were prepared by Ironclad Surveying & Land Services LLC (Karen Whitfield, PLS), located at 4850 Cordata Parkway, Suite 110, Bellingham, Washington 98226.
(e) "Expiration Date" means the earlier of: (i) the date on which Grantee delivers to Grantor written notice certifying that all Construction Activities within the Easement Area have been completed and that site restoration has been performed in accordance with Article 8 of this Agreement; or (ii) twenty-four (24) months following the Commencement Date, subject to extension as provided in Section 3.3.
(f) "Force-Main Pipeline" means the twenty-four-inch (24") and thirty-six-inch (36") HDPE force-main pipeline segments to be installed within and traversing the Property as part of the Project.
(g) "Permanent Easement Agreement" means the Permanent Easement Agreement between Grantor and Grantee for PS-1 and PS-2, dated as of even date herewith and recorded concurrently herewith with the Whatcom County Auditor.
(h) "Project" means the Regional Flood Resilience and Stormwater Management Program — Lower Nooksack Pump Station Network, as more particularly described in Recital B.
(i) "Property" means Grantor's approximately one hundred eighty-seven (187)-acre agricultural property in Whatcom County, Washington, including Whatcom County Parcel Nos. 380219-401200, 380219-401201, and 380219-401203, together with all improvements, appurtenances, and rights pertaining thereto.
(j) "PS-1" means Pump Station No. 1, to be located on Whatcom County Parcel No. 380219-401200 at River Road at the Slater Road intersection.
(k) "PS-2" means Pump Station No. 2, to be located on Whatcom County Parcel No. 380219-401201 along River Road, approximately 0.6 miles north of Ten Mile Road.
(l) "Restoration Standards" means the standards for site restoration set forth in Article 8 of this Agreement.
(m) "Term" means the period commencing on the Commencement Date and ending on the Expiration Date, as such Expiration Date may be extended in accordance with Section 3.3.
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 permanent easement areas described in the Permanent Easement Agreement and is intended to facilitate the construction of the improvements authorized under the Permanent Easement Agreement and the Project.
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 pipeline segments;
(b) Equipment and vehicle staging, parking, and maneuvering, including the positioning of cranes, excavators, loaders, trucks, welding equipment, generators, and other construction equipment;
(c) Temporary storage of excavated soils, fill material, aggregates, pipe sections, structural steel, concrete forms, and other construction components and materials;
(d) Vehicular and pedestrian ingress and egress for construction personnel, equipment, deliveries, and inspections, including the establishment and maintenance of temporary construction access roads within the Easement Area;
(e) Installation and maintenance of temporary construction fencing, barricades, safety signage, and delineation markers;
(f) Grading, excavation, trenching, boring, backfilling, and compaction for force-main pipeline installation and associated utility connections;
(g) Installation and maintenance of temporary stormwater management facilities, including silt fencing, straw wattles, sediment basins, temporary diversion channels, check dams, and other erosion and sediment control measures consistent with the requirements of the NPDES Construction Stormwater General Permit and applicable Whatcom County regulations;
(h) Installation and use of temporary utilities, including temporary electrical service, water supply, sanitary facilities, and communications lines, as necessary for the performance of Construction Activities;
(i) Surveying, geotechnical testing, soil sampling, environmental monitoring, material testing, and inspection activities related to the Construction Activities;
(j) Temporary office trailers, tool storage containers, and worker welfare facilities (portable restrooms, handwash stations, and break shelters) reasonably necessary for construction operations; and
(k) Any other activity reasonably necessary for or incidental to the construction of PS-1, PS-2, and associated force-main pipeline segments, as contemplated by the Project.
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 Construction Activities to the Easement Area and the permanent easement areas described in the Permanent Easement Agreement. Grantee shall not enter upon, disturb, or encroach upon any portion of the Property outside the Easement Area and the permanent easement areas without the prior written consent of Grantor, which consent may be withheld in Grantor's sole discretion.
ARTICLE 3 TERM
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 Article 8 of this Agreement; or
(b) Twenty-four (24) months after the Commencement Date, unless extended in accordance with Section 3.3.
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 be subject to the payment of additional compensation to Grantor, calculated on a pro-rata monthly basis from the original Easement Compensation of Sixty-Two Thousand Dollars ($62,000.00) divided by twenty-four (24) months, yielding an extension rate of approximately Two Thousand Five Hundred Eighty-Three Dollars and Thirty-Three Cents ($2,583.33) per month for each month or partial month of extension. Extension compensation shall be paid in advance for the full requested extension period at the time Grantee delivers its extension notice. Any extension of the Term pursuant to this Section 3.3 shall not relieve Grantee of any of its obligations under this Agreement, including without limitation Grantee's restoration obligations under Article 8 and indemnification obligations under Article 9.
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, equipment, temporary structures, fencing, signage, trailers, containers, debris, and other property of Grantee, its contractors, and subcontractors from the Easement Area. Following the Expiration Date or earlier termination of this Agreement, Grantee shall execute and deliver to Grantor a quitclaim deed or release of easement in recordable form suitable for recording with the Whatcom County Auditor, at Grantee's sole cost and expense, within thirty (30) days after the Expiration Date.
ARTICLE 4 COMPENSATION
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 immediately available funds or cashier's check, payable to Veldkamp Family Holdings LLC, at closing, simultaneously with the recording of this Agreement with the Whatcom County Auditor. The Easement Compensation was determined on the basis of the appraisal of temporary use value prepared by Jocelyn Trueblood, MAI, of Northwind Valuation Group LLC, dated March 14, 2025, in accordance with USPAP and the Yellow Book methodology.
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 Activities. Crop damage compensation shall be calculated based on the fair market value of the lost crop or damaged improvement at the time of the damage, as determined by mutual agreement of the Parties. If the Parties are unable to agree on the amount of crop damage compensation within thirty (30) days after Grantor's submission of a claim, the amount shall be determined by an independent agricultural appraiser selected by mutual agreement of the Parties; the costs and fees of such independent appraiser shall be borne equally by the Parties. Grantor shall provide written notice to Grantee of any claim for crop damage within sixty (60) days of the occurrence of such damage, together with reasonable documentation of the loss, including the type and quantity of crop damaged, the area affected, and the estimated value. Grantee shall pay undisputed crop damage claims within thirty (30) days of receipt of Grantor's written notice and supporting documentation.
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 restoration obligations under Article 8. Nothing in this Section 4.3 shall be construed to limit Grantor's rights or remedies under Article 9 (Indemnification) or Article 10 (Default and Remedies).
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 Construction Activities, Grantor may continue such use on portions of the Easement Area that are not actively being used for Construction Activities at the time, subject to reasonable coordination between the Parties' respective designated points of contact. Grantee acknowledges that the Property is an active agricultural operation and that timing of planting and harvest is critical to Grantor's livelihood. Grantee shall exercise commercially reasonable efforts to accommodate Grantor's agricultural schedule and seasonal requirements.
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 least one (1) reasonable access route across or around the Easement Area, suitable for the passage of Grantor's farm equipment and vehicles (including tractors, combines, and trucks), to permit Grantor and its authorized representatives to reach all portions of the Property at all times during the Term. If Grantee's Construction Activities require temporary closure of any existing access route, Grantee shall provide an alternative access route of equivalent or better quality and shall provide Grantor at least seventy-two (72) hours' advance written notice of any such closure.
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, barricades, or signage, and Grantor agrees to respect such safety designations during periods of active construction.
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, ordinances, codes, and permit conditions, including but not limited to the following:
(a) The State Environmental Policy Act ("SEPA") Mitigated Determination of Non-Significance issued for the Project;
(b) The Shoreline Substantial Development Permit issued by Whatcom County pursuant to the Shoreline Management Act (RCW 90.58);
(c) The NPDES Construction Stormwater General Permit issued by the Washington State Department of Ecology;
(d) Section 404 of the Clean Water Act and Section 10 of the Rivers and Harbors Act permits issued by the U.S. Army Corps of Engineers, Seattle District;
(e) The Hydraulic Project Approval ("HPA") issued by the Washington Department of Fish & Wildlife;
(f) All applicable Whatcom County grading permits, critical areas ordinance requirements, and building permits; and
(g) All other applicable federal, state, and local permits, approvals, and authorizations obtained for the Project.
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 its contractors and subcontractors from entering upon other portions of the Property without Grantor's prior written consent;
(b) Coordinate construction schedules with Grantor's planting, growing, and harvest seasons to the extent practicable, including consultation with Grantor or Grantor's designated representative prior to the commencement of each major phase of Construction Activities;
(c) Implement and maintain reasonable dust control measures (including water application to unpaved construction roads and disturbed areas) and noise mitigation measures (including limiting operation of heavy equipment to the hours of 7:00 a.m. to 7:00 p.m. Monday through Saturday, unless otherwise agreed by Grantor or required by emergency conditions);
(d) Keep access routes to the remaining portions of the Property open and passable by Grantor's farm equipment and vehicles at all times, as required by Section 5.2;
(e) Provide Grantor with at least seventy-two (72) hours' advance written or electronic notice before commencing Construction Activities in any portion of the Easement Area that has not previously been disturbed during the Term, so that Grantor may take appropriate measures to protect crops, livestock, equipment, and other personal property; and
(f) Promptly clean up and remove from the Easement Area all litter, waste materials, and construction debris on an ongoing basis throughout the Term.
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 agricultural fencing on the Property to the extent practicable, and shall comply with all applicable safety regulations. Grantee shall ensure that all gates installed in temporary construction fencing are kept closed and secured when not in active use. Grantee shall be responsible for the security of all construction materials, equipment, and supplies stored within the Easement Area.
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 sediment control devices, including silt fencing, straw wattles, sediment basins, stabilized construction entrances, check dams, and temporary ground covers, in accordance with the approved Stormwater Pollution Prevention Plan ("SWPPP") for the Project. Grantee shall prevent sedimentation or contamination of any drainage ditches, irrigation systems, waterways, wetlands, and surface water bodies on or adjacent to the Property. In the event that any sedimentation, turbid discharge, or contamination occurs as a result of Grantee's Construction Activities, Grantee shall immediately implement corrective measures and shall bear all costs of remediation and cleanup.
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 compliance with all compensatory mitigation requirements;
(b) The archaeological monitoring protocol established for pre-contact archaeological site 45WH-1287, located in the vicinity of PS-3, to the extent that any pipeline construction within the Easement Area approaches the established buffer zone for that site, including compliance with the Inadvertent discovery Plan prepared for the Project pursuant to RCW 27.53 and the requirements of the Washington State Department of Archaeology and Historic Preservation;
(c) FEMA Zone AE floodplain requirements applicable to the PS-1 and PS-2 areas, including compliance with Whatcom County's floodplain development regulations and any conditions imposed by the Floodplain Development Permit; and
(d) All applicable requirements under the Federal Endangered Species Act, the Clean Water Act, the Washington State Water Pollution Control Act (RCW 90.48), and the Washington State Model Toxics Control Act (RCW 70A.305).
Any hazardous materials brought onto the Easement Area by Grantee, its contractors, or subcontractors shall be Grantee's sole responsibility. Grantee shall not store hazardous materials in the Easement Area except for fuels, lubricants, hydraulic fluids, and similar petroleum products reasonably necessary for the operation and maintenance of construction equipment, which shall be stored in compliance with all applicable federal, state, and local regulations, including secondary containment requirements. In the event of any spill or release of hazardous materials within the Easement Area caused by Grantee, its contractors, or subcontractors, Grantee shall immediately contain and remediate such spill or release in accordance with all applicable laws and regulations and at Grantee's sole cost and expense.
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 damage to existing utilities, irrigation lines, drainage tile systems, or other infrastructure on the Property occurs as a result of Grantee's Construction Activities, Grantee shall promptly repair and restore such utilities and infrastructure to their pre-disturbance condition, at Grantee's sole cost and expense.
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 designated point of contact, as well as contact information for the general contractor and on-site construction superintendent, prior to the commencement of Construction Activities and promptly upon any change in such personnel. Grantor's point of contact shall be Hendrik "Hank" Veldkamp, Managing Member, or his designee, who may be reached at the Grantor's address set forth in the preamble hereto. The Parties' respective points of contact shall maintain regular communication regarding the scheduling and progress of Construction Activities, anticipated disruptions, and any issues or concerns arising during the Term.
ARTICLE 7 INSURANCE
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) per occurrence and Five Million Dollars ($5,000,000.00) in the aggregate, including coverage for premises and operations liability, products and completed operations liability, contractual liability, and personal and advertising injury liability;
(b) Automobile Liability Insurance: One Million Dollars ($1,000,000.00) combined single limit per accident, covering all owned, non-owned, and hired vehicles used in connection with Construction Activities;
(c) Workers' Compensation Insurance: Statutory limits as required under the laws of the State of Washington, including coverage under the Washington State Industrial Insurance Act (Title 51 RCW);
(d) Employer's Liability Insurance: One Million Dollars ($1,000,000.00) per occurrence; and
(e) Contractor's Pollution Liability Insurance: Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate, providing coverage for third-party bodily injury and property damage arising from pollution conditions caused by or resulting from Construction Activities.
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 CG 20 10 or equivalent, and shall apply on a primary and non-contributory basis with respect to any other insurance maintained by Grantor or its members.
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. Certificates shall provide that coverage shall not be cancelled, materially changed, or non-renewed without at least thirty (30) days' prior written notice to Grantor (ten (10) days' notice in the case of non-payment of premium). In the event that any required insurance coverage lapses, is cancelled, or is not renewed during the Term, Grantee shall immediately cease all Construction Activities within the Easement Area until replacement coverage meeting the requirements of this Article 7 is obtained and evidence thereof is provided to Grantor.
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 which case coverage shall be available to Grantor as an additional insured to the full extent of such insurance coverage.
ARTICLE 8 SITE RESTORATION
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 of all restoration work shall be borne solely by Grantee.
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, and borings to original grade and soil density, using clean, suitable fill material free of debris, contaminants, and construction waste;
(c) Decompaction of soils that have been compacted by the operation of heavy equipment, to a depth of at least twelve (12) inches, using appropriate tillage or ripping equipment to restore soil porosity and permeability to pre-construction conditions;
(d) Restoration of topsoil to pre-construction depth and quality across all disturbed areas of the Easement Area; if original topsoil has been degraded, removed, or contaminated during Construction Activities, Grantee shall replace such topsoil with topsoil of equivalent or better quality, free of rocks, debris, and weed seeds, at Grantee's sole cost and expense;
(e) Regrading of the Easement Area to restore pre-existing surface drainage patterns, contours, and elevations, so that surface water drainage on and across the Property is not materially altered from pre-construction conditions;
(f) Repair or replacement of any fencing, gates, drainage tile, drainage ditches, culverts, irrigation systems, farm roads, and other agricultural infrastructure damaged or disturbed during Construction Activities, to a condition equal to or better than the condition that existed immediately prior to the Commencement Date;
(g) Reseeding of all disturbed areas within the Easement Area with an agricultural seed mix appropriate for the existing agricultural use of the Property, at application rates and during planting windows suitable for the soil and climate conditions of the area; the seed mix shall be subject to Grantor's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed; and
(h) Stabilization of all disturbed soils to prevent erosion pending the establishment of vegetative cover, using mulch, straw, erosion control blankets, or other appropriate stabilization measures.
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 (15) days after the date of such inspection. Grantee shall cure any restoration deficiencies identified in Grantor's notice within thirty (30) days of receipt of such notice, or, if cure of a particular deficiency reasonably requires a period longer than thirty (30) days due to seasonal conditions, weather, or the nature of the required corrective work, Grantee shall commence cure within thirty (30) days and diligently pursue completion of such cure to the reasonable satisfaction of Grantor.
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.
ARTICLE 9 INDEMNIFICATION
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, fines, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or resulting from:
(a) Grantee's Construction Activities within or access to the Easement Area, including the acts, omissions, or negligence of Grantee, its contractors, subcontractors, agents, employees, or invitees;
(b) Any breach of Grantee's representations, warranties, covenants, or obligations under this Agreement;
(c) Any personal injury (including bodily injury and death) or property damage caused by or attributable to Grantee, its contractors, subcontractors, agents, employees, or invitees in connection with this Agreement or the Construction Activities; and
(d) Any environmental contamination, pollution, or release of hazardous materials within the Easement Area or on the Property caused by Grantee, its contractors, subcontractors, agents, or employees, including all costs of investigation, remediation, and restoration required by applicable law.
The foregoing indemnification obligation shall not apply to the extent that a claim, damage, or loss is caused by the sole negligence or willful misconduct of Grantor or any Grantor Indemnified Party.
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) arising out of Grantor's negligence or willful misconduct in connection with the Easement Area during the Term, including but not limited to injuries or damages resulting from Grantor's unauthorized entry into active construction zones within the Easement Area in violation of safety restrictions reasonably imposed by Grantee pursuant to Section 5.3.
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, and the provisions of Chapter 43.99N RCW. The indemnification obligations of CSIA under this Article 9 shall be subject to and limited by applicable provisions of Washington State law governing the liability of governmental instrumentalities. The provisions of this Article 9 shall survive the expiration or termination of this Agreement.
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 it cannot reasonably be cured within thirty (30) days, the defaulting Party shall not be in default if it commences cure within such thirty (30)-day period and thereafter diligently pursues completion of such cure to the reasonable satisfaction of the non-defaulting Party.
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. Notwithstanding anything to the contrary in this Agreement, CSIA's eminent domain and condemnation authority under Chapter 43.99N RCW and other applicable provisions of Washington State law is expressly preserved and shall not be impaired, limited, or affected by this Agreement or by any default hereunder.
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 Party.
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, has full power and authority to execute and deliver this Agreement on behalf of Grantor, to grant the easement described herein, and to bind Grantor and all of its members, including Anneke Veldkamp-Ross and Willem Veldkamp, to the terms and conditions of this Agreement. The execution, delivery, and performance of this Agreement by Grantor have been duly authorized by all necessary action on the part of Grantor and its members.
(c) Ownership. Grantor is the fee simple owner of the Property, including the Easement Area, free and clear of all liens, encumbrances, restrictions, and claims that would prevent or materially impair the grant of the temporary construction easement contemplated herein, except as may be disclosed in the title report or commitment issued for the Property in connection with the closing of this transaction.
(d) No Conflict. The execution, delivery, and performance of this Agreement by Grantor does not and will not conflict with, violate, or constitute a default under any other agreement, encumbrance, obligation, order, judgment, or decree to which Grantor is a party or by which the Property is bound.
(e) No Proceedings. There are no pending or, to Grantor's actual knowledge, threatened condemnation, eminent domain, or other governmental proceedings affecting the Easement Area or the Property, other than this Agreement and the Permanent Easement Agreement, and there are no pending or threatened legal actions, suits, or proceedings that would materially and adversely affect Grantor's ability to perform its obligations under this Agreement.
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 under this Agreement.
(b) Authorization. The execution, delivery, and performance of this Agreement by CSIA have been duly authorized by all necessary governmental action, including any required approvals by CSIA's governing board, as evidenced by the Certificate of Authority attached hereto as Exhibit C.
(c) No Conflict. The execution, delivery, and performance of this Agreement by CSIA does not and will not conflict with or violate any applicable law, regulation, order, judgment, or decree, or any existing contractual obligation of CSIA.
ARTICLE 12 GENERAL PROVISIONS
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) business days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, addressed as follows:
If to Grantor:
Veldkamp Family Holdings LLC
Attn: Hendrik "Hank" Veldkamp, Managing Member
2240 Meridian Street Bellingham, Washington 98225
With a copy (which shall not constitute notice) to:
Bridger Hollis & Pratt LLP
Attn: Nadia Sorensen
300 Prospect Street, Suite 600 Bellingham, Washington 98225
If to Grantee:
Cascadia State Infrastructure Authority
Attn: Priya Shankar-Wells, General Counsel
1100 Jefferson Avenue SE, Suite 400 Olympia, Washington 98501
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP
Attn: Angela Fontaine
999 Second Avenue, Suite 4200 Seattle, Washington 98104
Either Party may change its address for notice purposes by providing written notice to the other Party in accordance with this Section 12.3.
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 construction easement. No prior course of dealing, usage of trade, or parol evidence shall be used to supplement, contradict, or modify any provision of this Agreement.
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 unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the original provision.
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 prior written consent of Grantor, provided that Grantee delivers written notice of such assignment to Grantor within fifteen (15) days after the effective date of the assignment. Grantor may not assign its obligations under this Agreement without the prior written consent of Grantee, which consent shall not be unreasonably withheld. Any purported assignment in violation of this Section 12.7 shall be void and of no force or effect.
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 termination.
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.
Section 12.12 — Relationship of Parties. Nothing in this Agreement shall be deemed or construed to create a partnership, joint venture, agency relationship, or employer-employee relationship between the Parties. Neither Party shall have any right, power, or authority to bind or obligate the other Party in any manner except as expressly set forth in this Agreement.
Section 12.13 — No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and their permitted successors and assigns. No person or entity other than the Parties and their permitted successors and assigns shall have any right, claim, or cause of action under or by virtue of this Agreement.
Section 12.14 — Time of the Essence. Time is of the essence with respect to all dates, deadlines, and time periods set forth in this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Temporary Construction Easement Agreement as of the dates set forth below.
SIGNATURE PAGE
GRANTOR:
VELDKAMP FAMILY HOLDINGS LLC, a Washington limited liability company
By: ________
Name: Hendrik "Hank" Veldkamp
Title: Managing Member
Date: ________
GRANTEE:
CASCADIA STATE INFRASTRUCTURE AUTHORITY, a Washington State governmental instrumentality
By: ________
Name: Martin R. Calloway
Title: Executive Director
Date: ________
Approved as to Form:
By: ________
Name: Priya Shankar-Wells
Title: General Counsel, Cascadia State Infrastructure Authority
ACKNOWLEDGMENT — GRANTOR
STATE OF WASHINGTON ) ) ss. COUNTY OF WHATCOM )
On this _ day of _____, 2025, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Hendrik "Hank" Veldkamp, known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the foregoing instrument, and acknowledged to me that he executed the same as the Managing Member of Veldkamp Family Holdings LLC, a Washington limited liability company, and that such instrument is the free and voluntary act and deed of said limited liability company for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of said limited liability company.
WITNESS my hand and official seal hereto affixed the day and year first above written.
________________________________________
Notary Public in and for the State of Washington
Printed Name: ________
My Commission No.: ________ My Commission Expires: ________
ACKNOWLEDGMENT — GRANTEE
STATE OF WASHINGTON ) ) ss. COUNTY OF THURSTON )