Common Network Master License Agreement

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MASTER LICENSE AGREEMENT This Master License Agreement ("Agreement") is entered into effective as of , 2019 ("Effective Date") by and between the City of San Leandro, a California charter city ("City") and Common Networks, Inc. ("Company"). City and Company are hereinafter referred to individually as a "Party" and collectively as the "Parties." RECITALS A. City is the owner of certain properties located within the City of San Leandro which may be well suited for communication equipment. B. On a case-by-case basis, Company desires to install, operate, maintain, replace, modify and remove certain communications equipment, which may consist of, but is not necessarily limited to, antennas, radios, cabling and mounts (the "Equipment") on rooftop portions of City properties ("Permitted Activities"), and City is willing, on a case-by-case basis, to make certain properties available to Company for the Permitted Activities. C. The Parties desire to enter into this Agreement to set forth the general terms and conditions, set forth herein for each specific property which Company may elect to use and City may elect to permit Company to use, as further set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Master Agreement and Site Agreements. This Agreement sets forth the basic terms and conditions upon which each Site Agreement (defined below) is executed by City and Company. Upon agreement between the Parties with respect to the particular location and terms for use of a Permit Property (as defined below), the Parties shall execute a completed Site License Agreement ("Site Agreement") in the form attached hereto and incorporated herein by this reference. Each Site Agreement shall act as a separate and independent agreement for each Permit Property, the express intent of the parties being to use this Agreement to facilitate each of the independent transactions. The Site Agreement shall identify the specific property owned by the City ("Permit Property") together with the specific location of the roof of the Permit Property for Company's installation of the Equipment ("Roof Space") and such other terms as set forth therein. The Site Agreement may have special clauses specific to each individual Permit Property. In the event of a discrepancy or inconsistency between the terms and conditions of a particular Site Agreement and this Agreement, the terms and conditions of this Agreement shall govern and control. The City is not obligated to execute a Site Agreement for any particular Permit Property and the execution of any such Site Agreement shall be in the City's sole discretion. 2. Grant of License. Upon execution of a Site Agreement, City grants to Company, its contractors, subcontractors, employees and agents (collectively, the "Company Parties") a license to conduct the Permitted Activities on the Roof Space identified in the Site Agreement. Subject to the terms and conditions of this Agreement and the Site Agreement, the license granted under a Site Agreement includes the right of access for the Company Parties from the public right- of-way onto and through areas of the Permit Property as required to perform the Permitted 620\3185927.7 1