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Exhibit "C" (Form of Tri -Party Agreement) Lessee' s Site ID: TRI-PARTY SUBLEASE AGREEMENT This Tri -Party Sublease Agreement ("Agreement") is made and entered into this day of , 20_ by and among INDIAN RIVER COUNTY, a political subdivision of the State of Florida, with a mailing address located at 1840 25`h Street, Vero Beach , Florida 32960 , hereinafter designated "Owner" , and VERIZON WIRELESS 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 WHEREAS , 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 1 , whereby Lessee leased 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 . WHEREAS, 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 sublease of the Premises 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 by reference.