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other similar costs Imposed upon Spectrum. Spectrum shall provide at least 30 days prior notice to Customer of any Increase In
<br />the MRCs.
<br />The Parties agree that Customer's payments under this Agreement cannot exceed an annual amount of $300,000,00
<br />("Not -To -Exceed Amount), inclusive of applicable taxes, surcharges, and fees. The Parties agree that taxes, surcharges,
<br />and fees are subject to change. Maintenance of such Not -To -Exceed Amount shall be the sole responsibility of
<br />Customer. All Invoices associated with mutually agreed upon Service Orders will be bound by the payment terms as set
<br />forth In this Section S. For the avoidance of doubt, in no way shall this provision limit or alter Customer's compliance
<br />with the terms of this Agreement or any Service Order.
<br />Spectrum will not defer any charges while Customer awaits reimbursement, subsidy, discount or credit from any third party or
<br />government entity, and Customer shall have the obligation to pay all charges regardless of the status of any such reimbursement,
<br />subsidy, discount or credit.
<br />(b) Taxes. Surcharges, and Fees. MRCS and OTCs do not include taxes, fees or surcharges that Customer must pay, Including but
<br />not limited to applicable sales, use, property, excise or other taxes, franchise fees, and governmental charges (excluding income
<br />taxes) arising under this Service Agreement, In addition to any surcharges that may be Imposed as may be permitted under and
<br />consistent with applicable law. If a Customer wishes to claim tax-exempt status, then Customer must supply Spectrum with a
<br />copy of Customer's tax exemption document within 15 days of installation of applicable Services. If Customer supplies such
<br />documentation after that time, Spectrum will apply it to Customer's account on a prospective basis, allowing Spectrum at least. 30
<br />days for processing. To the extent such documentation is held invalid for any reason, Customer agrees to reimburse Spectrum for
<br />any tax or fee liability Including without limitation related interest and penalties arising from such invalid documentation.
<br />Tax-exempt status shall not relieve Customer of Its obligation to pay applicable franchise fees or other non -tax fees and
<br />surcharges. Spectrum reserves the right, from time to time, to change the surcharges for Services under this Service Agreement
<br />to reflect Incurred costs, charges, or obligations Imposed on Spectrum to the extent permitted, required, or otherwise not
<br />prohibited under applicable law (e.g., universal service fund ("USF") charges, etc.).
<br />Furthermore, Spectrum shall have the right to recover from Customer the amount of any state or local fees or taxes arising as a
<br />result of this Service Agreement, which are Imposed on Spectrum or Its services, or otherwise assessed or calculated based on
<br />Spectrum's receipts from Customer.
<br />To the extent that a dispute arises under this Service Agreement as to which Party to this Service Agreement is liable for fees or
<br />taxes based on such Party's net income , Customer shall bear the burden of proof in showing that the fee or tax is Imposed upon
<br />Spectrum's net Income. This burden may be satisfied by Customer producing written documentation from the jurisdiction
<br />Imposing the fee or tax Indicating that the fee or tax Is based on Spectrum's net Income,
<br />Customer acknowledges that currently, and from time to time, there Is uncertainty about the regulatory classification of some of
<br />the Services Spectrum provides and, consequently, uncertainty about what fees, taxes and surcharges are due from Spectrum
<br />and/or its customers. Customer agrees that Spectrum has the right to determine, in Its sole discretion, what fees, taxes and
<br />surcharges are due and to collect and remit them to the relevant governmental authorities, and/or to pay and pass them through to
<br />Customer. Customer hereby waives any claims it may have regarding Spectrum's collection or remittance of such fees, taxes and
<br />surcharges.
<br />(c) Chance Reauests. Any charges associated with Service and Equipment Installations, changes, or additions requested by
<br />Customer subsequent to executing a Service Order for the applicable Service Location are the sole financial responsibility of
<br />Customer. Spectrum shall notify Customer of any additional OTCs and/or adjustments to MRCS associated: with or applicable to
<br />such Customer change requests prior to making any such change. Customer's failure to accept such additional charges within 5
<br />business days of receiving such notice shall be deemed a rejection by Customer, and Spectrum shalt not be liable to perform any
<br />workgiving rise to such charges. For accepted charges, Customer shall be assessed such additional OTCs and/or adjustments of
<br />the MRCs either (i) In advance of Implementation of the change request or (it) beginning on Customer's next and/or subsequent
<br />invoice(s).
<br />(d) Site Visits and Repairs. If Customer's misuse, abuse or modification of the Services, Equipment or Network results in a visit to a
<br />Service Location for Inspection, correction or repair, Spectrum may charge Customer a site visit fee as well as charges for any
<br />resulting Equipment or Network repair or replacement, which may be necessary.
<br />If Spectrum responds to a service call initiated by Customer, and Spectrum reasonably determines that the cause of such service
<br />call is not due to a problem arising from Spectrum's Network, but rather is due to Customer—provided or Customer -owned
<br />equipment or facilities, or a third party not under Charter's control or direction, Customer must compensate Spectrum for the
<br />service call at Spectrum's then -prevailing commercial rates.
<br />9. Invoicing Disputes. Customer must provide written notice to Spectrum of any disputed charges within 90 days of the invoice date on
<br />which the disputed charges appear for Customer to receive any credit that may be due. Customer must have and presenta
<br />reasonable basis for disputing any amount charged. Customer shall not be entitled to dispute service charges nor request credits more
<br />than 90 days from the payment date on invoice for such Service.
<br />Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 5 of 31
<br />02016 Charter Communications. All Rights Reserved.
<br />Lynne P. Bell
<br />E -signed 2017-12-0711:02PM PST
<br />Lynne. bell@charter.corrl
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