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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 /> NOW. 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 all of <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 /> 34 <br />