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Exhibit 10.33
AMENDMENT TO AT&T CONTRACT TARIFF ORDER FORM
BETWEEN AT&T CORP. AND PARK N VIEW, INC.
The AT&T Contract Tariff Order Form between AT&T Corp. ("AT&T") and PARK N
VIEW, INC ("Customer"), dated July 13, 1998 (the "Agreement"), whereby Customer
ordered certain telecommunications services ("Services") from AT&T pursuant to
AT&T Contract Tariff No. 10019 (the "CT"), is hereby amended as set forth below:
1. The CT shall be revised consistent with the contract tariff revisions
attached hereto as Exhibit A. The revisions to the CT are indicated by
letter symbols on the margins of Exhibit A, or by a notation at the top
of a page that all material on that page is new.
2. AT&T will file with the Federal Communications Commission (the "FCC")
revisions to the CT consistent with Exhibit A.
3. This Amendment shall be subject to the filing and effectiveness with
the FCC of the revisions to the CT. Upon such filing and effectiveness,
Services shall be furnished under the CT, as revised.
4. Each party, by signing below, acknowledges that it has read,
understands and agrees to the provisions of this Amendment. Each
individual signing below represents that such individual is duly
authorized to sign this Amendment on behalf of the party for whom such
individual is signing.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date
fully executed below.
AT&T Corp. PARK N VIEW, INC.
By: /s/ By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------- -----------------------------
Xxxxxxx X. Xxxxxxxx, President
--------------------------------- ---------------------------------
(Printed Name and Title) (Printed Name and Title)
Date: 2/19/99 Date: 2/19/99
--------------------------------- ---------------------------------
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AT&T COMMUNICATIONS CONTRACT TARIFF NO. 10019
Adm. Rates and Tariffs Original Title Page
Xxxxxxxxxxx, XX 00000
Issued: July 21, 1998 Effective: July 22, 1998
** All material on this page is new. **
CONTRACT TARIFF NO. 10019
TITLE PAGE
This Contract Tariff applies to AT&T Private Line Services; AT&T InterSpan
Frame Relay Service and AT&T Local Channel Services for interstate or foreign
communications in accordance with the Communications Act of 1934, as amended.
Telecommunication services provided under this Contract Tariff are furnished by
means of wire, radio, satellite, fiber optics or any suitable technology or
combination of technologies.
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Adm. Rates and Tariffs 1st Revised Page 1
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Issued: March 5, 1999 Effective: March 6, 1999
CONTRACT TARIFF NO. 10019
CHECK SHEET
The Title Page and Pages 1 through 10 inclusive of this tariff are effective as
of the date shown. Original and revised pages as named below contain all
changes from the original tariff pages that are in effect on the date shown.
Number of Revision Number of Revision
Page Except as Indicated Page Except as Indicated
---- ------------------- ---- -------------------
1 1st* 9 1st*
4 1st* 00 0xx*
0 0xx*
0 0xx*
0 0xx*
*New or revised page
TABLE OF CONTENTS
Page
----
Check Sheet ........................................................ 1
List of Concurring, Connecting and Other Participating Carriers .... 1
Explanation of Symbols - Coding of Tariff Revisions ................ 1
Trademarks and Service Marks ....................................... 2
Explanation of Abbreviations ....................................... 2
General Provisions ................................................. 2
Contract Summary ................................................... 4
LIST OF CONCURRING, CONNECTING AND OTHER PARTICIPATING CARRIERS
Concurring Carriers - NONE
Connecting Carriers - NONE
Other Participating Carriers - NONE
EXPLANATION OF SYMBOLS - Coding of Tariff Revisions
Revisions to this tariff are coded through the use of symbols. These symbols
appear in the right margin of the page. The symbols and their meanings are:
R - to signify reduction.
I - to signify increase.
C - to signify changed regulation.
T - to signify a change in text but no change in rate
or regulation.
S - to signify reissued matter.
M - to signify matter relocated without change.
N - to signify new rate or regulation.
D - to signify discontinued rate or regulation.
Z - to signify a correction.
Other marginal codes are used to direct the tariff reader to a footnote for
specific information. Codes used for this purpose are lower case letters of the
alphabet, e.g., x, y and z. These codes may appear beside the page revision
number in the page header or in the right margin opposite specific text.
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Adm. Rates and Tariffs Original Page 2
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Issued: July 21, 1998 Effective: July 22, 1998
** All material on this page is new. **
TRADEMARKS AND SERVICE MARKS - The following marks, to the extent, if any,
used throughout this tariff, are trademarks and service marks of AT&T Corp.
Trademarks Service Marks
---------- -------------
None ACCUNET
DATAPHONE
InterSpan
EXPLANATION OF ABBREVIATIONS
Adm. - Administrator
ASDS - ACCUNET Spectrum of Digital Access
GDA - Generic Digital Access
kbps - kilobits per second
Mbps - Megabits per second
GENERAL PROVISIONS
I. Customer's Initial Service Date - The date on which the term of this
Contract Tariff begins is referred to as the Customer's Initial Service Date
(CISD). The rates and discounts specified in this Contract Tariff will apply
commencing at the CISD. The CISD is the date that the Customer begins service
under this Contract Tariff.
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Issued: July 21, 1998 Effective: July 22, 1998
** All material on this page is new. **
GENERAL PROVISIONS (continued)
II. Detariffing - If during the term of this Contract Tariff, the AT&T Tariffs
referenced herein ("Applicable AT&T Tariffs") are detariffed in whole or in
part pursuant to a statutory change, order or requirement of a governmental or
judicial authority of competent jurisdiction, then following such detariffing:
(i) the terms and conditions for the Services Provided will remain the same as
those in this Contract Tariff, except that the relevant terms and conditions
contained in the Applicable AT&T Tariffs will remain the same as those in
effect as of the date AT&T detariffs in whole or in part those Applicable AT&T
Tariff provisions, and will be incorporated as part of this Contract Tariff, and
(ii) the rates for the Services Provided will be:
(a) to the extent Applicable AT&T Tariff provisions remain filed and
effective, those rates specified in such Applicable AT&T Tariff
provisions, as amended from time to time; and
(b) to the extent that this Contract Tariff contains specific rates or
rate schedules that would apply in lieu of (or in addition to) the
rates or rate schedules in Applicable AT&T Tariffs, such specific
Contract Tariff rates and rate schedules; and
(c) to the extent Applicable AT&T Tariff provisions are detariffed,
and (b) preceding does not apply, those rates specified in the
applicable AT&T Price Lists, as amended from time to time.
In all cases (a, b or c), the applicable rates shall continue to be subject to
any discounts, waivers, credits, and restrictions on rate changes that may be
contained in this Contract Tariff. Where rates and rate changes (both increases
and decreases) would have been calculated by reference to a tariff rate that
has been detariffed, rates and rate changes shall instead be calculated during
the term of this Contract Tariff by reference to applicable AT&T Price Lists
and (to the extent changes to tariff rates were permitted under this Contract
Tariff) AT&T shall have the right to change its Price Lists from time to time.
All references to the AT&T Tariffs in this Contract Tariff shall be construed
to mean the AT&T Tariffs specified herein, as well as the documents which will
replace those tariffs, including the AT&T Price Lists, when AT&T cancels those
tariffs.
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Issued: March 5, 1999 Effective: March 6, 1999
CONTRACT TARIFF NO. 10019
1. Services Provided:
A. AT&T Private Line Services (AT&T Tariff F.C.C. No. 9)
B. AT&T InterSpan Frame Relay Service (FRS) (AT&T Tariff F.C.C. No. 4)
C. AT&T Local Channel Services (AT&T Tariff F.C.C. No. 11)
2. Contract Term, Renewal Options - For the AT&T Private Line Services, AT&T
Switched Digital Services and AT&T Local Channel Services provided under this
Contract Tariff (CT), the term is 3 years beginning with a Customer's Selected
Date (CSD) which shall be no more than 7 months following the Customer's
Initial Service Date (CISD). The rates and discounts specified in this Contract
Tariff will apply commencing at the CISD. The CISD for the above services is
the date that the Customer begins service under this Contract Tariff. This CT
may be renewed in its entirety for an additional 1 year period, provided AT&T
receives, in writing, the Customer's order to renew at least 45 days prior to
the last day of the initial term.
3. Minimum Commitments/Charges
A. AT&T Private Line, AT&T InterSpan Frame Relay and AT&T Local Channel
Services - The combined Data Minimum Annual Revenue Commitment (DMARC) for the
AT&T Private Line, FRS and AT&T Local Channel Services provided under this CT
is as follows:
CT TERM YEAR YEAR 1 YEAR 2 YEAR 3
DMARC $5,100,000 $7,700,000 $7,700,000
The DMARC will be satisfied by the undiscounted recurring charges for
Multi-Service Volume Pricing Plan (MSVPP)-eligible service components as
specified in AT&T Tariff F.C.C. Nos. 9 and 11, as amended from time to time, by
the undiscounted Frame Relay Volume Pricing Plan (FRVPP)-Eligible FRS Charges,
as specified in AT&T Tariff F.C.C. Nos. 4, as amended from time to time, and by
the Terrestrial 1.544 Mbps as specified in section 5.D., following for AVP only
for the Services Provided under this CT. If, on any anniversary of the CISD,
the Customer has failed to satisfy the DMARC for the preceding year, the
Customer will be billed a shortfall charge in an amount equal to the difference
between the DMARC and the sum of: (1) the total of the actual undiscounted
recurring Charges for the MSVPP-eligible service components in service for that
year under this CT, (2) the total of the actual undiscounted FRVPP-Eligible FRS
Charges for the FRS components in service for that year under this CT, and (3)
the actual undiscounted recurring Charges for the Terrestrial 1.544 Mbps as
specified in 5.D., following for AVP only.
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Issued: March 5, 1999 Effective: March 6, 1999
4. Contract Price
A. The Contract Price for the AT&T Services provided under this CT is the
same as the undiscounted Recurring and Nonrecurring Rates and Charges specified
in AT&T Tariffs listed in Section 1., preceding, as amended from time to time,
except for those Rates in Section 7., following.
5. Discounts - The following discounts are the only discounts that apply to
the Services Provided under this CT.
A. AT&T Private Line Services - The Customer will receive the following
discounts, each month, in lieu of the MSVPP/ABMVPP discounts. These discounts
will be applied to the Services listed below, and to the associated MSVPP
eligible service components, in the same manner as the MSVPP discounts as
specified in AT&T Tariff F.C.C. No. 9, as amended from time to time.
MONTHLY DISCOUNTS
-------------------------------------------------------------------------------
ASDS at ASDS at
speeds speeds
of of 128
64 kbps kbps ACCUNET ACCUNET ACCUNET ACCUNET ABMVPP-
and and T1.5 T32 T45 Fractional eligible
below below Service Service Service T45 Service DDS components
----- ----- ------- ------- ------- ----------- --- ----------
12.0% 29.0% 46.0% 0.0% 0.0% 0.0% 22.0% N/A
B. AT&T InterSpan Frame Relay Services - The Customer will receive a discount
of 45.0% each month, in lieu of the FRVPP discounts. This discount will be
applied to the sum of the FRVPP-Eligible FRS Charges in the same manner as the
FRVPP discounts as specified in AT&T Tariff F.C.C. No. 4, as amended from time
to time.
C. AT&T Local Channel Services - The Customer will receive the following
discounts, each month, in lieu of the MSVPP discounts. These discounts will be
applied to the Services listed below, and to the associated MSVPP eligible
service components, in the same manner as the MSVPP discounts as specified in
AT&T Tariff F.C.C. No. 11, as amended from time to time. The discount listed in
this Section does not apply to AT&T Terrestrial 1.544 Mbps Local Channel
Services listed in Section 5.D., following.
MONTHLY DISCOUNTS
-----------------------------------------------------------------------------
AT&T 9.6 kbps Digital 56/64 kbps
9.6/56/64 kbps Terrestrial Data Local Digital
ACCUNET Generic 1.544 Mbps Channel and Voice Data Local
Digital Access Local Channel Grade Local Channel
(GDA) Services Services Channel Services Services
-------------- ------------- ----------------- ----------
0.0% 0.0% 0.0% 0.0%
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Adm. Rates and Tariffs Original Page 6
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Issued: July 21, 1998 Effective: July 22, 1998
** All material on this page is new. **
5. Discounts (continued)
D. AT&T Terrestrial 1.544 Mbps Local Channel Services - The Customer will
receive the following discounts, each month, on the Monthly Recurring Charges
for AT&T Terrestrial 1.544 Mbps Local Channels and the associated Access
Coordination Functions. The discounts provided in this section are in lieu of
any discounts specified in AT&T Tariff F.C.C. No. 11, as amended from time to
time, for the same service components. Additionally, the discounts listed in
this Section do not apply to AT&T Terrestrial 1.544 Mbps Local Channel Services
listed in Section 5.C., preceding.
Service Components Discount
---------------------------- --------
Access Value Arrangement (AVA) with the Universal 48.0%
Terrestrial 1.544 Mbps Local Channels Access
Arrangement (AVA/UTA)* and associated Access
Coordination Functions.
24 Channel Terrestrial 1.544 Mbps Local Channels under 20.0%
an Access Value Plan (AVP)** and associated Access
Coordination Functions.
* An AVA with the Universal T1 Access (AVA/UTA) Arrangement is available to
Customers that connect their AT&T Terrestrial 1.544 Mbps Local Channel service
to an AT&T Switched Service or multiplexor provided under this CT. An AVA/UTA
Arrangement under this CT allows AT&T to terminate the Customer's AT&T switched
network minutes on the AVA/UTA Arrangement. The Customer must make available
for AT&T use, at each AVA location, a minimum of an average of four DSO
channels for each Terrestrial 1.544 Mbps Local Channel in use at that location.
The term "AT&T switched network minutes" does not apply to nodal services using
the local channel services as an access facility for services obtained at the
AVA location nor to any switched network minutes billed to the Customer's AVA
location, other than LDMTS minutes associated with collect or credit card calls.
** An AVP is available to Customers that connect their AT&T Terrestrial 1.544
Mbps Local Channel service to an AT&T Switched Service or multiplexor provided
under this Contract Tariff. An AVP allows the Customer the use of all of the 24
channels in an AT&T Terrestrial 1.544 Mbps Local Channel.
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Issued: March 5, 1999 Effective: March 6, 1999
6. Classifications, Practices and Regulations
A. Except as otherwise provided in this CT, the rates and regulations that
apply to the Services Provided specified in Section 1., preceding, are as set
forth in the AT&T Tariffs that are referenced in Section 1., preceding, as such
tariffs are amended from time to time.
B. Monitoring Conditions - None
C. Promotions, Credits and Waivers - The following credits and waivers will
be applied to the Customer's xxxx subject to the following limitations: (1) all
credits and waivers apply only to the Services Provided under this CT and as
specified below; (2) any waiver not applied by the end of the CT will be
declared null and void; (3) installation and monthly charge waivers apply only
to new service components (unless otherwise specified below) and do not apply
to service components disconnected and reconnected after the CISD; (4) the
service components must remain in service for a minimum period of 18 months
(unless otherwise specified below); and (5) the credits/waivers under this
section do not apply to Bandwidth Manager Service (BMS/BMS-E), Access
Protection Service (APC) and Network Protection Services (NPC). If any of the
installed services components are disconnected prior to the end of the minimum
retention period, AT&T will xxxx the Customer for the amount of the charges
that had been waived under this section for each service component
disconnected. Any such xxxx must be paid by the Customer within 30 day.
1. The following charges, as specified in AT&T Tariffs listed in Section 1.,
preceding, as amended from time to time, are waived.
(a) Nonrecurring Charges
I. The Installation Charges for AT&T Private Line Services
MSVPP-eligible-service components and associated Function Connections.
II. The Installation Charges for FRVPP-Eligible FRS Components.
III. The Installation Charges for AT&T Local Channel Services
MSVPP-eligible service components (excluding AT&T Terrestrial 1.544 Mbps Local
Channels subscribed to under an Access Value Arrangement (AVA) or an Access
Value Plan (AVP)), but including those Local Channels specified in Section
5.D., preceding.
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AT&T COMMUNICATIONS CONTRACT TARIFF NO. 10019
Adm. Rates and Tariffs 1st Revised Page 8
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Issued: March 5, 1999 Effective: March 6, 1999
6.C.1. Promotions, Credits and Waivers (continued)
(b) Recurring Charges
I. The recurring Monthly Charges for each ACCUNET T1.5 Access
Connections, ACCUNET T1.5 M-24 Multiplexing Office Functions and ASDS Access
Connection as specified in AT&T Tariff F.C.C. No. 9, as amended from time to
time, and Access Coordination Functions as specified in AT&T Tariff F.C.C. No.
11, as amended from time to time, associated with AT&T Terrestrial 1.544 Mbps
and 56/64 Kpbs ACCUNET GDA Local Channel Services provided under this CT,
provided such service components are associated directly with the Services
Provided under this CT. There is no minimum retention period associated with
this waiver.
D. Discontinuance - In lieu of any Discontinuance With or Without Liability
provisions that are specified in the AT&T Tariffs referenced in Section 1.,
preceding, the following provisions shall apply.
1. If the Customer discontinues this CT for any reason between the CISD and
the CSD, the Customer will be billed an amount equal to 35% of the DMARC under
this CT for each year of the CT Term plus an amount equal to any nonrecurring
installation charge waivers, as specified in Section 6.C., preceding, that the
Customer has received. If this CT is not discontinued under this Condition, the
Conditions specified in 2 and/or 3, following, apply.
2. The Customer may discontinue this CT prior to the end of the CT Term,
provided the Customer replaces this CT with other AT&T Tariffed Interstate
Services or another AT&T CT for AT&T Tariffed Interstate Services having: (1)
equal or greater new DMARCs, and (ii) a new term equal to or greater than the
remaining term, but not less than 3 years. However, the customer will be billed
a shortfall charge equal to the sum of the differences between : (1) each of
the prorated DMARCs for the year in which the Customer discontinues, and (2)
the total of the actual undiscounted recurring charges and/or the
FRVPP-Eligible FRS Charges used to satisfy the corresponding DMARC for that
year under this CT, provided the amount in (2) is less than the amount in (1).
3. If the Customer discontinues this CT for any reason other than specified
above, prior to the expiration of the CT Term, a Termination Charge will apply.
The Termination Charge will be an amount equal to 35% of the sum of the
unsatisfied DMARCs for the year in which the Customer discontinues this CT and
35% of the sum of the DMARCs for each year remaining in the CT Term.
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Issued: March 5, 1999 Effective: March 6, 1999
6. Classifications, Practices and Regulations (continued)
E. Other Requirements - Not Applicable.
F. Availability - This CT is available only to Customers who: (1) will order
this CT only once, either by the Customer or any Affiliate of the Customer,
which is any entity that owns a controlling interest in either the Customer or
an Affiliate of the Customer, or any entity in which a controlling interest is
owned by either the Customer or an Affiliate of the Customer; (2) do not have
an existing AT&T Private Line MSVPP with more than 23 months remaining in the
plan; (3) do not have an AT&T Local Channel MSVPP with more than 23 months
remaining in the plan; (4) do not have an ACCUNET Bandwidth Manager Volume
Pricing Plan with more than 23 months remaining in the plan; (5) do not have a
commitment for AT&T Tariff F.C.C. Nos. 9 and 11 services with more than 23
months remaining in the term and (6) order service within 30 days after March 6,
1999, for initial installation of the Services Provided under this CT within 30
days after the date ordered.
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AT&T COMMUNICATIONS CONTRACT TARIFF NO. 10019
Adm. Rates and Tariffs 1st Revised Page 10
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Issued: March 5, 1999 Effective: March 6, 1999
7. Rates
B. AT&T InterSpan Frame Relay Services - The below rates are stabilized for
the CT Term.
1. Ports
Port Charges Table
------------------
Domestic
Port Port Port
Speed Monthly Installation
kbps Charge Charge
---- ------ ------
128 $500.00 $500.00
C. AT&T Local Channel Services - The below rates are stabilized for the CT
Term.
1. ACCUNET T1.5 Local Channel
MONTHLY
-------------------------- INSTALLATION
MILEAGE FIXED PER MILE CHARGE
------- ----- -------- ------------
0 $769.00 N/A $1,500.00
over 0 $769.00 N/A $1,500.00
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