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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, <br />1 <br />116409664.1 <br />