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3 . Compensation . As compensation to Incumbent for the execution, delivery and performance of <br /> this Agreement, AT&T MOBILITY shall pay to Incumbent' s Agent, Communications <br /> International , an aggregate amount of Ninety Nine Thousand Seven Hundred and Seventy Two <br /> Dollars and Three Cents ($99,772 .03 ) (the "Compensation") , payable as follows . <br /> 3 . 1 . Nineteen Thousand Nine Hundred and Fifty Four Dollars and Forty, One Cents <br /> ($ 19,954.41 ) Twenty percent (20%) of the Compensation due upon Incumbent ' s (i) cessation of <br /> Microwave Operations over the Licensed Frequencies, (ii) removal of the microwave equipment <br /> from its power source such that no radio frequency emissions are transmitted on the Licensed <br /> Frequencies, (iii) delivery of digital photographs to AT&T MOBILITY demonstrating that the <br /> microwave equipment has been removed from each site for each Path, and (iv) submission of <br /> receipts and/or other forms of proof of payment to AT&T MOBILITY in support of the third <br /> party costs and expenses incurred by Incumbent for the relocation of Incumbent' s Microwave <br /> Operations to the Replacement System, and <br /> 3 .2 . Seventy Nine Thousand Eight Hundred and Seventeen Dollars and Sixty Two Cents <br /> ($79 , 817 . 62) Eighty percent (80% ) of the Compensation due upon Incumbent' s submission to <br /> AT&T MOBILITY or its designee of (i) electronic or paper copies of the FCC Form 601 (s) <br /> filed with the FCC using the ULS for deletion or modification of the Licensed Frequencies , (ii) <br /> proof of payment to the FCC for the applicable filing fee(s), if any; and, (iii) a download, in <br /> pipe delimited format, of the applicable filing and license data as proof of acceptance by the <br /> FCC of the applicable filing for final cancellation of Incumbent' s station authorizations . <br /> 3 .3 . AT&T MOBILITY shall pay the Compensation to Incumbent' s Agent by checks sent via a <br /> means of delivery to be selected by AT&T MOBILITY, such payments to be made sixty (60) <br /> days after receipt of Incumbent' s and/or Incumbent' s Agent' s invoice. The first invoice for <br /> payment shall be sent upon the Decommission Date ; and, thereafter upon the completion of all <br /> Incumbent' s obligations as set forth in Sections 3 . 2 above. Prior to any Compensation <br /> payments being made hereunder, Incumbent and Incumbent ' s Agent shall deliver to AT&T <br /> MOBILITY a completed IRS Form W-9, "Request for Taxpayer Identification Number and <br /> Certification" within ten ( 10) days of the Effective Date. The agreed upon Compensation <br /> represents the full and sole compensation owed by AT&T MOBILITY to Incumbent for altof <br /> its expenses associated with Decommissioning the Licensed Frequencies and establishing a <br /> Replacement System. <br /> 3 .4 If Incumbent does not fulfill its obligations under Section 3 .2 above by the <br /> Decommissioning Date, then in addition to other remedies available under this Agreement, or <br /> at law or in equity, AT&T MOBILITY may, at its option, recover up to ten percent ( 10% ) of <br /> the Compensation due and owing hereunder by off-setting such amount against the final <br /> payment due in Section 3 . 2 above. <br /> 3 . 5 Incumbent, or Incumbent' s Agent, shall send via standard mail to . <br /> AT&T Mobility <br /> P. O . Box 66786 <br /> Saint Louis <br /> MO 63166 <br /> 3 <br />