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Exhibit "C" (Form Of Tri -Party Agreement) Lessee's Site JD: TRI -PARTY SUBLEASE AGREEMENT This Tri -Party Sublease Agreement ("Agreement") is made and entered into this 7 day Of ---, 20.__ by and among INDIAN RIVER COUNTY, a political subdivision of the State of n- orida, with a mailing address located at 1840 25th Street, Vero Beach, Florida 32960, hereinafter designated "Owner", and VERIZON WMLESS PERSONAL COMMUNICATIONS LP d/b/a Verizon Wireless, with its principal office located at 180 Washington Valley Road, Bedminster, New Jersey 07921, hereinafter designated "Lessee", and a with its mailing address located at hereinafter referred to as "Sublessee", RECITALS WHERE, AS, Owner is the owner of certain real property situated at (hereinafter the "Property"), WHEREAS, Owner and Lessee entered into that certain Land Lease Agreement dated (hereinafter referred to as the "Prime Lease"), attached hereto as Exhibit I, whereby Lessee ]eased a portion of the Property legally described in the Prime Lease (herein the "Premises") for the purpose of constructing and operating a communications tower and facilities. WHE RE AS, Sublessee desires to sublease from Lessee both ground space and tower space to install, maintain and operate a communications facility, WHEREAS, Section 32 of the Prime Lease requires any sublessee co -locating within the Premises to execute this Agreement. WHEREAS, this Agreement shall constitute Lessee,s written notice to Owner of a subleasc, of the, Prcnrises as required by Section 32 of the Prime Lease, NOW, THEREFORE, for and in consideration of the covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. The foregoing Recitals are true and correct and are incorporated herein reference. -V