Snohomish County PUD 6/29/2021 - Laserfiche WebLink

31. GOVERNING LAW AND VENUE This Agreement shall be construed under the laws of the State of Washington. The venue for any legal action commenced to enforce any provision of this Agreement shall be Snohomish County, Washington;provided that venue for any matter that is within the jurisdiction of the Federal Court shall be in the United States District Court for the Western District of Washington at Seattle, Washington. 32. EXAMINATION OF RECORDS Licensee shall promptly furnish Licensor with such information reasonably related to the Work and its Communication Facilities as may from time to time be reasonably requested by Licensor. 33. TAXES A. Licensee shall be responsible for and shall timely pay any and all taxes, real and personal, and franchise,license and permit fees based on its use of the Licensee Fibers, including but not limited to all income and value-added taxes incurred as a result of its provision of common Licensee telecommunications services and any required universal service program contributions. B. Notwithstanding any provision of subsection A of this Section 33 of this Agreement to the contrary, each Party shall have the right to protest, by appropriate proceedings, the imposition and/or amount of any taxes or franchise, license or permit fees (collectively, "Taxes") which may be assessed against it relating to this Agreement, including, but not limited to, in the case of Licensor, any Taxes assessed on the basis of the License of the Licensed Facilities to Licensee,and including,but not limited to,in the case of Licensee,any Taxes assessed on the basis of the revenue received by Licensee due to its use of the Licensee System and/or based on the physical location of the Licensee System. In such event, the Party contesting the assessment of such Taxes shall indemnify and hold the other Party harmless from any expenses, legal action or cost, including reasonable attorney's fees, resulting from the Party's exercise of its rights under this Section 33. In the event of any refund,rebate,reduction or abatement to a Party of such Taxes, that Party shall be entitled to receive the entire benefit of such refund, rebate, reduction or abatement attributed,respectively,to Licensor's License of the Licensed Facilities or to Licensee's use of the Licensee System. In the event a Party has exhausted all its rights of appeal in protesting any imposition or assessment of any Taxes, as previously described in this subsection B, and has failed to obtain the relief sought in such proceedings or appeals, such Party shall have the right to terminate this Agreement without incurring any future liability(but without any compromise to its previous or existing liability)to the other Party. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 19 Fiber Optic Cable Master License Agreement