What edits should you do in this contract if you are the owner residing in Washington state? Please include referenced materials. Thanks.

This Portable Noise Monitor Placement & Entry Agreement ("Agreement") is entered into between the homeowner ("Owner"), and the Portlandia Airport, an Oregon municipal corporation ("the Port"). Owner owns the property legally described in Exhibit A, (the "Property"). The Port is the owner, proprietor and operator of Portlandia International Airport ("Airport").

Owner has requested and the Port has agreed that the Port will temporarily install, operate, gather data from, and then remove, one of the Port's portable noise monitors ("the Monitor") on the Property on the terms and conditions set forth in this Agreement.

1. Grant of License for Necessary Activities & Location of Monitor.

a. Access. The relationship between Owner and the Port is not one of landlord and tenant, but rather one of licensor and licensee. During the Term of this Agreement, Owner grants to the Port a non-exclusive license for access to the Property to conduct all activities that the Port deems necessary in connection with determining the location for, installing, operating, collecting data from, maintaining and removing the Monitor ("the Necessary Activities"). Except as otherwise provided in this Agreement, the Necessary Activities will be performed at the Port's sole cost.

b. Determining Monitor Location. Owner will provide and exclusively dedicate space within the Property of a size and in a location that is necessary for the Monitor at no cost to the Port. Owner understands and agrees that the Monitor will require at least 5 square feet of space dedicated exclusively to the Monitor and associated equipment. Owner agrees to provide a power source for the Monitor in such location that is satisfactory to the Port and to pay for any charges relating to power used by the Monitor. At one or more dates and times mutually agreeable to the Port and Owner, the Port's duly authorized representatives, employees, agents, independent contractors or invitees (collectively, "Port Representatives") will come onto the Property for purposes of inspecting the Property and identifying potential locations for the Monitor. The Port will subsequently inform Owner of the location where the Port wishes to place the Monitor. Owner's approval of such location shall not be unreasonably withheld or delayed. If Owner objects to the location proposed by the Port, the parties will engage in good faith discussions regarding the placement of the Monitor. If no agreement is reached within 10 business days after the good faith discussions commence, the Port shall have the right to terminate this Agreement and shall not be required to install the Monitor.

2. Installation & Operation of the Monitor.

a. Access for Installation. The Port will notify Owner at least fourteen (14) calendar days before starting installation of the Monitor. Owner's consent to the commencement, work on and completion of the installation shall not be unreasonably withheld or delayed, and Owner shall be deemed to have approved the commencement of installation if Owner does not notify the Port of any objections within seven (7) calendar days after the Port sends the notice. The Port will not arrange for any party other than Port Representatives to enter or use the Property during installation.

b. Installation Work. The Port's installation work shall be performed in a good and workmanlike manner. The initial installation of the Monitor shall be performed during normal business hours (8:00 a.m. to 5:00 p.m., Monday-Friday), and the installation shall be performed to avoid any undue noise or disruption to the Owner or other occupants of the Property. Upon request by Owner or the Port, installation work may be performed outside of normal business hours with the other party's approval, which shall not be unreasonably withheld or delayed.

c. Access After Installation. After installation is complete, Port Representatives shall have access to the Monitor through the Property twenty-four (24) hours a day, seven (7) days a week. When possible, the Port shall conduct Necessary Activities during the hours of 9:00 a.m. to 5:00 p.m., Monday-Friday.

d. Owner Obligations After Installation. Owner understands and agrees that the Monitor is a sensitive technical instrument containing confidential and proprietary technology.

1. Owner represents, warrants and agrees that Owner will not handle, interfere with the operation of, attempt to modify, or extract any information from, the Monitor while it is located on the Property.

2. Owner is responsible for taking reasonable steps to protect the Monitor from theft, damage, modification or removal from the Property during the Term of this Agreement. The steps shall include (a) Owner's inspection of the Monitor site on a weekly basis during the Term of this Agreement; (b) submission by email to the email address in Section 10 below every two weeks of a brief report on and photographs of the site's condition ; and (c) Owner providing immediate notice to the Port of any theft, damage, modification or removal of the Monitor from the Property during the Term of this Agreement.

3. During the Term of this Agreement, Owner shall exercise reasonable and ordinary care in the maintenance of the road on the Property providing access to the Monitor site. Owner shall provide notice to the Port via email as provided in Section 10 below if (a) the road providing access to the Monitor site is in an unsafe, dangerous or impassable condition and (b) when such condition has been resolved or repaired.

4. Owner may, but shall not have the obligation to, construct a fence or other enclosure around the Monitor site. If Owner constructs or arranges for the construction of such a fence or enclosure, then (a) the design of it shall be subject to the prior written approval of the Port, which approval shall not be unreasonably delayed or withheld, and (b) Owner shall provide the Port with the means (key, lock combination, access code, etc.) for Port Representatives to have access to the Monitor within the fence or enclosure without need of contacting Owner.

3. Duration of License.

a. Commencement. The term of the license will commence on the date on which Owner and the Port have both signed this Agreement.

b. Termination. The Monitor shall remain on the Property for a minimum period of 2 weeks. The Port shall determine, in its sole discretion, the length of time the Monitor shall remain on the Property beyond that minimum period. Both during and after the minimum period, the Port shall have the unqualified and immediate right to come onto the Property, remove the Monitor and terminate this Agreement if the Port determines that (1) Owner has interfered with the operation of, made unauthorized access to or damaged the Monitor in any way or (2) Owner has not taken reasonable steps to protect the Monitor from interference with its operation, unauthorized access or damage.

c. Restoration. At the conclusion of the activities authorized by this Agreement, the Port shall return the location where the Monitor was installed on the Property to a condition substantially similar to that existing prior to the activities authorized by this Agreement.

4. Ownership and Use of Data.

Owner acknowledges, consents and agrees that the data generated by the Monitor is owned exclusively by the Port and that the Port shall have the exclusive right to obtain access to, possess, copy, use, disseminate or disclose such data. Within 60 days after removal of the Monitor from the Property, the Port shall provide Owner with a summary of the data collected by the Monitor. Owner understands that the Port may be required to disclose such data or the summary if requested to do so under the Oregon Public Records Act. Owner acknowledges and agrees that the data generated by the Monitor may contain errors, may not properly identify each aircraft flying into and out of the aircraft, and may reflect noise from sources other than aircraft. Owner further acknowledges that the data generated by the Monitor will not be accepted by the Federal Aviation Administration for purposes of calculating the annual day-night average noise level ("DNL") at the Property and will not serve as a basis for determining whether the Property is eligible for participation in any of the noise mitigation programs operated by the Port.

5. Indemnity.

a. Port Obligations. While on the Property, the Port Representatives will comply with all applicable government laws and regulations. The Port, at its sole cost and expense, shall obtain any and all permits, licenses, and other government approvals that may be required in order to make lawful its entry onto the premises and performance of the Necessary Activities. The Port further agrees to defend and hold the Owner harmless from any claim, liability, obligation or damages incurred by Owner (collectively "Claim") in any way related to, or arising out of, the activities by the Port pursuant to this Agreement. These obligations do not include any cost, Claim and/or fees and costs which may result from or be caused by the sole negligence of the Owner, its successors or assigns; provided, that if any such costs, Claims and/or fees and costs are caused by or result from the concurrent negligence of (a) the Owner, its agents or employees and (b) the Port or its Representatives, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Port or its Representatives. These obligations also do not include any cost, Claim, and/or fees and costs which may result from or be causedany of the following (which events and/or circumstances are referred to as "Force Majeure"), to the extent beyond either party's reasonable control: acts of God, natural catastrophes, severe and unforeseen weather conditions (wind, rain, flooding, ice or snow), landslides, fires, or explosions.

b. Owner Obligations. Owner shall, at Owner's sole cost and expense, obtain any and all approvals or consents required for the placement of the Monitor under anyCovenants, Conditions & Restrictions, Homeowners Association rules or similar restrictions on use applicable to the Property.Owner agrees to defend and hold the Port harmless from any claim, liability, obligation or damages incurred by the Port (collectively "Claim") in any way related to, or arising out of activities by Owner while the Monitor is on the Property pursuant to this Agreement, including, without limitation, any damages to the Monitor while it is located on the Property. These obligations do not include any cost, Claim and/or fees and costs which may result from or be caused by the sole negligence of the Port , its successors or assigns; provided, that if any such costs, Claims and/or fees and costs are caused by or result from the concurrent negligence of (a) Owner, its agents or employees and (b) the Port or Port Representatives, this indemnity provision shall be valid and enforceable only to the extent of the negligence of Owner or its agents or employees. These obligations also do not include any cost, Claim, and/or fees and costs which may result from or be causedany of the following (which events and/or circumstances are referred to as "Force Majeure"), to the extent beyond either party's reasonable control: acts of God, natural catastrophes, severe and unforeseen weather conditions (wind, rain, flooding, ice or snow), landslides, fires, or explosions.Owner shall have no liability for damage, theft or removal of the Monitor from the Property or for injury to Port Representatives or Port vehicles or property occurring on the Property if Owner demonstrates that Owner has satisfied each of the obligations set forth in Sections 2(d)(1), (2) and (3) above.

6. Governing Law.

The validity, meaning, and effect of this Agreement shall be determined in accordance with the laws of the State of Oregon.

7. No Third Party Rights/Assignment.

Nothing in this Agreement, express or implied, is intended to confer any rights or remedies upon any person, other than the parties and their respective employees and representatives. This Agreement shall not and may not be assigned by the Port without the Owner's prior written consent.

8. Entire Agreement.

This Agreement sets forth all covenants, promises, agreements, conditions, and understandings between the Port and the Owner concerning the activities authorized by this Agreement, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Port and the Owner concerning the activities authorized by this Agreement other than as set forth in this Agreement.

9. Amendment.

No subsequent alteration, amendment, change or addition to the Agreement shall be binding upon the Port or the Owner unless reduced to writing and signed by authorized representatives of both parties.

10. Notices.

Unless otherwise provided herein, all notices, requests for approval or communications regarding coordination of use required under this Agreement shall be in writing and shall be given by hand delivery or mail as follows:

To Owner: To Port:

Cindy Drafton Port of Portlandia

Alton Tenra Aviation Division

1095 16thAve SW P.O. Box 99999

Vancouver, WA 98040 Portlandia, OR 09080

Attn: Tan Herd

If by email: If by e..a@gmail.com P..a@gmail.com

If the person or address for the notice for either party changes during the Term of this Agreement, the changing party shall provide notice to the none changing party of such change. Notice shall be effective upon (1) hand delivery as provided above or (2) three calendar days after the notice is placed in the U.S. Mail with proper address and First Class mail postage.

11. Disputes; Venue; Attorney Fees. All parties shall submit and not object to jurisdiction and venue in the Multnomah County Superior Court, state of Oregon, in connection with any claims arising out of this Agreement. Should it be necessary for any party to this Agreement to initiate legal proceedings to adjudicate any issues arising hereunder, the party or parties to such legal proceedings who substantially prevail shall be entitled to reimbursement of their attorneys' fees, costs, expenses and disbursements (including the fees and expenses of expert and fact witnesses) reasonably incurred or made by the substantially prevailing parties in preparing to bring suit, during suit, on appeal, on petition for review, and in enforcing any judgment or award,from the party or parties who do not substantially prevail.

12. Authority; Counterparts.

Each party to this Agreement represents that its signatory has due authority to sign this Agreement and bind his or her respective entity. This Agreement may be executed in counterparts, each separately and together constituting one and the same document.

Signatures

OWNER

By: _____________________________

By: _____________________________

Printed Name: Cindy Drafton & Alton Tenra

Date: _________________

THE PORT

The Port of Portlandia

By: _____________________________

Printed Name: Tan Herd

Title: Executive Director

Date: _________________

Appendix A

Property is located in the city of Vancouver, more specifically in Township 2, Range 2, East Meridian, Section 16, lot 170, Clark County, Washington.