New Cingular Wireless PCS LLC 7/31/2018

2. City Poles 2.1. The City represents as follows: 2.1.1. it owns the City Poles and all appurtenances; 2.1.2. it is fully authorized to enter into this Agreement; and 2.1.3. the individual executing this Agreement is authorized to bind the City to the provisions hereof. 2.3. The City hereby licenses to Company a portion of the City Poles, identified on Exhibit A and as approved on the Site License Addendums, attached hereto and incorporated herein by reference, together with non-exclusive access rights, to and from the City Poles,sufficient for Company's use of the City Poles, as outlined in Section 11 herein. 2.4. Notwithstanding Section 2.2 above and Exhibit A, Company's use of the City Poles is subject to the City's prior approval of a Site License Addendum for each City Pole. The City is not obligated to subordinate its municipal functions or proprietary interests in any way to the Company's interest under this Agreement or a Site License Addendum. In determining whether to approve the Company's application for any Site License Addendum,the City may consider any matter affecting its municipal obligations or proprietary interests. If the City determines that the usage of such City Poles is not feasible due to the City's municipal obligations or proprietary interests, the City in its sole discretion may deny or terminate a Site License Addendum. 2.5. Company has been provided the opportunity to examine the City Poles and accepts the City Poles AS IS, in its present condition, as part of the consideration of this Agreement. 2.6. The authority granted by this Agreement is a limited, non-exclusive authorization to occupy and use certain City Poles as approved by a Site License Addendum. Such use must also be in compliance with the Everett Municipal Code(the"EMC") and all other federal, state, and local laws and regulations, including without limitation,City Design and Construction Standards and Specifications for Development, as they now exist or are subsequently amended. 2.7. Nothing contained within this Agreement shall be construed to grant or convey any right, title, or interest in the City Poles to the Company other than for the purpose of placing and operating the Site Equipment. Further,nothing in this Agreement shall be interpreted to create or vest in Company any easement or other ownership or property interest to any City Poles, property, or rights-of-way. This Agreement shall not constitute an assignment of any City's rights to City Poles, property, or rights-of- way. 3. Allowed Use 3.1. Company may install, operate,maintain and remove, at Company's sole responsibility and expense the Site Equipment as described and depicted on a City New Cingular Wireless PCS,LLC 3