New Cingular Wireless PCS LLC 7/31/2018

This WIRELESS COMMUNICATION FACILITIES MASTER LICENSE AGREEMENT hereinafter("Agreement")is entered into by and between the City of Everett,a municipal corporation of the state of Washington, hereinafter referred to as (the "City"), and New Cingular Wireless PCS, LLC, a Delaware limited liability company, hereinafter referred to as(the"Company"). RECITALS WHEREAS, the City owns certain improved real property and structures, described in Exhibit A, attached hereto and incorporated herein(the"City Poles"), and WHEREAS, the City owns the City Poles in its proprietary capacity; and WHEREAS, the Company is engaged in the operation of small cell sites ("Small Cell, as further defined below") and desires to license from the City, and the City is willing to license the City Poles, described in Exhibit A, attached hereto and incorporated herein; and NOW THEREFORE, for valuable consideration the sufficiency of which is hereby acknowledged and in consideration of the terms, conditions, covenants and performances contained herein, it is mutually agreed as follows. TERMS OF LICENSE 1. Definitions 1.1. "City Poles"or"City Facility"means street light or utility poles owned by the City and approved for Company's Site Equipment as further described on Exhibit A. City Poles does not include real property owned by City, including but not limited to, buildings, water towers and parks. 1.2. "Site Equipment"means antennas and any associated utility or equipment box, and transmitters, receivers,radios, amplifiers, ancillary fiber-optic cables and wiring, and ancillary equipment for the transmission and reception of radio communication signals for voice and other data transmission, including the means and devices used to attach Equipment to City Poles,peripherals, and wiring,cabling, power feeds, and any approved signage attached to the City Poles as authorized by a City approved Site License Addendum. 1.3. "Site License Addendum"means the document in the form substantially similar to Exhibit C that, when fully executed, incorporates the provisions of this Agreement and authorizes the Company to install,operate, and maintain the Site Equipment on City Poles identified in the specific Site License Addendum. 1.4. "Small Cell"means a personal wireless services facility that is consistent with RCW 80.36.375(2)(d) as it currently exists or is subsequently amended and as authorized by a City approved Site License Addendum. 1.5. "Spectrum Act"refers to Section 6409(a) of the Middle Class Tax Relief and Job Creation Act of 2012, codified at 47 USC 1455. New Cingular Wireless PCS,LLC 2