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(1) that the Franchisee has complied with all applicable requirements of this Franchise; <br />and (2) that all taxes, including but not limited to sales, utility and/or telecommunications <br />taxes, due the City in connection with the Franchisee's services and Facilities provided <br />by the Franchisee have been properly collected and paid by the Franchisee. <br />Section 13.3. Books, records, maps, and other documents maintained by <br />Franchisee with respect to its Facilities within the Rights -of -Way and which are <br />reasonably necessary to demonstrate compliance with the terms of this Franchise, shall, <br />after reasonable prior notice from the City, be made available for inspection by the City <br />at reasonable times and intervals but no more than one time each calendar year or upon <br />the City's reasonable belief that there has been a violation of this Franchise by <br />Franchisee; provided, however, that nothing in this Section 13.3 shall be construed to <br />require Franchisee to violate state or federal law regarding customer privacy, nor shall <br />this Section 13.3 be construed to require Franchisee to disclose proprietary or confidential <br />information without adequate safeguards for its confidential or proprietary nature. Unless <br />otherwise permitted or required by State or federal law, nothing in this Section 13.3 shall <br />be construed as permission to withhold relevant customer data from the City that the City <br />requests in conjunction with a tax audit or review; provided, however, Franchisee may <br />redact identifying information such as names, street addresses (excluding City and zip <br />code), Social Security Numbers, or Employer Identification Numbers related to any <br />confidentiality agreements Franchisee has with third parties. <br />Section 13.4. Franchisee shall not be required to disclose information that it <br />reasonably deems to be proprietary or confidential in nature; provided, however, <br />Franchisee shall disclose such information to comply with a utility tax audit, or in the event <br />the City is permitted to charge franchise fees as further described in Section 15.1, or as <br />otherwise required in this Franchise. Franchisee shall be responsible for clearly and <br />conspicuously identifying the work as confidential, trade secret, or proprietary, and shall <br />provide a brief written explanation as to why such information is confidential and how it <br />may be treated as such under State or federal law. In the event that the City receives a <br />public records request under Chapter 42.56 RCW or similar law for the disclosure of <br />information Franchisee has designated as confidential, trade secret, or proprietary, the <br />City shall promptly provide written notice of such disclosure so that Franchisee may take <br />Page 19 of 45 <br />{E F M 4895-9658-9257;1/13175.000042/} <br />23 <br />