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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />J.R. SMITH, CLERK
<br />SUBSTATION LICENSE AND ACCESS AGREEMENTEiror! Bookmark not defined.
<br />THIS SUBSTATION LICENSE AND ACCESS AGREEMENT ("License"), is made this 17th day of
<br />December, 2018 (the "Effective Date") by and between Florida Power & Light Company, a Florida
<br />corporation ("Licensor"), whose mailing address is 700 Universe Blvd., CRE/JB, Juno Beach, Florida
<br />33408-0420, and City of Vero Beach, a municipal corporation organized and existing under the laws of the
<br />state of Florida, whose mailing address is 1053 20th Place, Vero Beach, Florida 32961 (the "City"), the
<br />School Board of Indian River County, Florida, whose mailing address is 6500 57th Street, Vero Beach, FL
<br />32967 (the "School Board") and Indian River County, apolitical subdivision of the State of Florida whose
<br />mailing address is 180127 th Street, Building A, Vero Beach, FL 32960 (the "County" and together with
<br />the City and the School Board, collectively the "Licensee"). Licensor and Licensee each is called a "Party"
<br />and together are called the "Parties."
<br />WHEREAS, the Parties have entered into and are contemporaneously herewith consummating an
<br />Asset Purchase and Sale Agreement, dated October 24, 2017 (the "APA") in connection with Licensor's
<br />acquisition of certain assets of Licensee. this License; and
<br />WHEREAS, immediately prior to the date of this License, Licensee has used substations numbered 10 -
<br />Central Beach; 11- South Beach; 20 -County Line; 3 -Mall Substation; 5- Piper Substation; 6- Gifford
<br />Substation; 7- West Substation; 8 -South Substation; and 9- North Substation and the real property on
<br />which such Substations are located (collectively, the "Existing Substations" for the housing, operation,
<br />maintenance, repair and replacement of Licensee's communication equipment which is unrelated to the
<br />operation, protection and control of the electric utility assets to be purchased by Licensor; and
<br />WHEREAS Licensor intends to construct a new substation on real property which is the subject of the
<br />Substation Easement Agreement between the Parties ("New Substation") (the Existing Substations
<br />together with the New Substation are referred to collectively as the "Licensed Premises") and
<br />WHEREAS, pursuant to the APA, Licensor will obtain title to, and easement for or a lease of the
<br />Licensed Premises; and
<br />WHEREAS, pursuant to a Fiber License Agreement, dated the date hereof, between the Parties
<br />(the "Fiber License Agreement") Licensee has licensed the use of certain fiber assets (the "Fibers") to
<br />Licensor; and
<br />WHEREAS, Licensee requires certain access to the Licensed Premises, and Licensor is willing
<br />to provide Licensee such access. under the terms of this License;
<br />WHEREAS, Licensor plans to relocate, under the terms of this License, the Communications
<br />Equipment, as defined below, and Licensor is willing for Licensee to do so;
<br />NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are
<br />hereby acknowledged, the Parties agree as follows: :
<br />TERMS, CONDITIONS, AND PROVISIONS
<br />1. Use. Licensee may use the Licensed Premises solely for: (a) the transmission and reception of
<br />telecommunication signals pursuant to all applicable rules and regulations including without limitation,
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<br />116409664.1
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