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<br />620\3185927.4 1 <br />MASTER LICENSE AGREEMENT <br /> <br />This Master License Agreement (“Agreement”) is entered into effective as of <br />_____________________, 2019 (“Effective Date”) by and between the City of San Leandro, a <br />California charter city (“City”) and Common Networks, Inc. (“Company”). City and Company <br />are hereinafter referred to individually as a “Party” and collectively as the “Parties.” <br /> <br />RECITALS <br /> <br />A. City is the owner of certain properties located within the City of San Leandro which <br />may be well suited for communication equipment. <br /> <br />B. On a case-by-case basis, Company desires to install, operate, maintain, replace, <br />modify and remove certain communications equipment, which may consist of, but is not <br />necessarily limited to, antennas, radios, cabling and mounts (the “Equipment”) on rooftop <br />portions of City properties (“Permitted Activities”), and City is willing, on a case-by-case basis, <br />to make certain properties available to Company for the Permitted Activities. <br /> <br />C. The Parties desire to enter into this Agreement to set forth the general terms and <br />conditions, set forth herein for each specific property which Company may elect to use and City <br />may elect to permit Company to use, as further set forth herein. <br /> <br />NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of <br />which are hereby acknowledged, the Parties agree as follows: <br /> <br />1. Master Agreement and Site Agreements. This Agreement sets forth the basic terms <br />and conditions upon which each Site Agreement (defined below) is executed by City and <br />Company. Upon agreement between the Parties with respect to the particular location and terms <br />for use of a Permit Property (as defined below), the Parties shall execute a completed Site License <br />Agreement (“Site Agreement”) in the form attached hereto and incorporated herein by this <br />reference. Each Site Agreement shall act as a separate and independent agreement for each Permit <br />Property, the express intent of the parties being to use this Agreement to facilitate each of the <br />independent transactions. The Site Agreement shall identify the specific property owned by the <br />City (“Permit Property”) together with the specific location of the roof of the Permit Property for <br />Company’s installation of the Equipment (“Roof Space”) and such other terms as set forth therein. <br />The Site Agreement may have special clauses specific to each individual Permit Property. In the <br />event of a discrepancy or inconsistenc y between the terms and conditions of a particular Site <br />Agreement and this Agreement, the terms and conditions of this Agreement shall govern and <br />control. The City is not obligated to execute a Site Agreement for any particular Permit Property <br />and the execution of any such Site Agreement shall be in the City’s sole discretion. <br />2. Grant of License. Upon execution of a Site Agreement, City grants to Company, <br />its contractors, subcontractors, employees and agents (collectively, the “Company Parties”) a <br />license to conduct the Permitted Activities on the Roof Space identified in the Site Agreement. <br />Subject to the terms and conditions of this Agreement and the Site Agreement, the license granted <br />under a Site Agreement includes the right of access for the Company Parties from the public right- <br />of-way onto and through areas of the Permit Property as required to perform the Permitted <br />300