The URL can be used to link to this page

Home My WebLink About20040316Application.pdfTO E L ~~, jL\~n liJ;c f' I\fED ; '0 ,- '..J _1 . '11'P _0 o~,' 3: 44 l.UlJ1 \\",,\ I II 101 S, Capitol Boulevard. Suite 1900 Boise. Idaho 83702 main 208.389.9000 ATTORNEYS AT lAW " ,.- :,' ; ;;.~;. ~7i ~ C. \ ON '-"\" \\1-,l,U!iiIIJ~U \ I ! , ,,- '-, fax 208.389.9040 www.sloel.com March 9, 2004 MARY S. HOBSON Direct (208) 387-4277 mshobsoni1!)stoel.com VIA HAND DELIVERY Jean Jewell, Secretary Idaho Public Utilities Commission 472 West Washington Street Boise, Idaho 83720-0074 d'f"Re: Case No. QWE- T 01 2~ APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT Dear Ms. Jewell: Enclosed for filing with this Commission on behalf of Qwest Corporation and BridgeBand Communications, Inc. is an original of the Application for Approval of Interconnection Agreement. The parties respectfully request that this matter be placed on the Commission Decision Meeting Agenda for expedited approval. Please contact me if you have any questions concerning the enclosed. Thank you for your assistance in this matter. Very truly yours It#/Y( f/zrh Mary S. ~obson :blg Enclosurecc: Service List Oregon Washington C a II for n i a Utah Boise-168511.1 0029164-00016 Idaho =-;' ~D f"7'IL:J".-r-C 'fC;\Ct,L 'if L Mary S. Hobson (ISB# 2142) Stoel Rives LLP 101 South Capitol Boulevard - Suite 1900 Boise, ill 83702 Telephone: (208) 389-9000 Facsimile: (208) 389-9040 mshobson~stoel.com ')fi '1R !"'!'- ;.;:,,:j 1,;-..I - " c..'L i' UT\Li: IE-3 cm"lr'~!SSIOH Jon Hess BridgeBand Communications, Inc. 514 South 23rd Street Bozeman, MT 59718 Telephone: (406) 222-6037 Facsimile: (406) 222-6040 ih045~bridgeband.net JOINT APPLICATION OF QWEST CORPORATION AND BRIDGEBAND COMMUNICATIONS, INe. FOR APPROV AL OF THE INTERCONNECTION AGREEMENT FOR THE STATE OF IDAHO PURSUANT TO 47 U.e. 252(E) BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION (!)If- () CASE NO.QWE- APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT Qwest Corporation ("Qwest") and BridgeBand Communications, Inc. ("BridgeBand" hereby jointly file this Application for Approval of Interconnection Agreement ("Agreement" A copy of this Agreement is submitted herewith. This Agreement was reached through voluntary negotiations without resort to mediation or arbitration and is submitted for approval pursuant to Section 252( e) of the Communications Act of 1934, as amended by the Telecommunications Act of 1996 (the "Act" Section 252(e)(2) of the Act directs that a state Commission may reject an agreement reached through voluntary negotiations only if the Commission finds that: the agreement (or portiones) thereof) discriminates against a telecommunications carrier not a party to this agreement; or the implementation of such an agreement (or portion) is not consistent with the public interest, convenience and necessity. APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT- Boise-168510.10029164-00016 Page 1 BridgeBand and Qwest respectfully submit that this Agreement provides no basis for either of these findings, and, therefore jointly request that the Commission approve this Agreement expeditiously. This Agreement is consistent with the public interest as identified in the pro-competitive policies of the State of Idaho, the Commission, the United States Congress and the Federal Communications Commission. Expeditious approval of this Agreement will enable BridgeBand to interconnect with Qwest facilities and to provide customers with increased choices among local telecommunications services. BridgeBand and Qwest further request that the Commission approve this Agreement without a hearing. Because this Agreement was reached through voluntary negotiations, it does not raise issues requiring a hearing and does not concern other parties not a party to the negotiations. Expeditious approval would further the public interest. Respectfully submitted this 9th day of March, 2004. Qwest Corporation tfj;ffWhMary S. ,son Stoel Rives LLP, Attorneys for Qwest and Jon Hess BridgeBand Communications, Inc. APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT - Boise-16851O.10029164-00016 Page 2 CERTIFICATE OF SERVICE I hereby certify that on this 9th day of March, 2004, I served the foregoing APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT upon all parties of record in this matter as follows: Jean Jewell, Secretary Idaho Public Utilities Commission 472 West Washington Street Boise, Idaho 83720-0074 iiewell~puc.state.id. Hand Delivery U. S. Mail Overnight Delivery Facsimile Email Jon Hess BridgeBand Communications, Inc. 514 South 23Td Street Bozeman, MT 59718 Telephone: (406) 222-6037 Facsimile: (406) 222-6040 jh045 ~bridgeband.net Hand Delivery ---.2L U. S. Mail Overnight Delivery Facsimile Email ~d/ 4? Brandi L. Gearhart, PLS Legal Secretary to Mary S. Hobson Stoel Rives LLP APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT - Boise-168510.10029164-00016 Page 3 STATEMENT OF GENERALLY AVAILABLE TERMS AND CONDITIONS FOR INTERCONNECTION, UNBUNDLED NETWORK ELEMENTS, ANCILLARY SERVICES, AND RESALE OF TELECOMMUNICATION SERVICES PROVIDED BY QWEST CORPORATION IN THE STATE OF IDAHO THIRD REVISION May 24, 2002 (July 25, 2002 Errata) For BridgeBand Communications, Inc. Agreement Number CDS-040223-0009 TABLE OF CONTENTS SECTION 1.0 - GENERAL TERMS ................................................................................ 1 SECTION 2.0 - INTERPRETATION AND CONSTRUCTION.......................................... 5 SECTION 3.0 -CLEC INFORMATION .......................................................................".. 7 SECTION 4.0 - DEFINITIONS ........................................................................................ SECTION 5.0 - TERMS AND CONDITIONS ........................................................"...... 29 5.4 GENERAL PROVISIONS......... ........................ ........................ ......... ................... . TERM OF AGREEMENT ...... ........... ................... "'" ....... ............... ........,............, .. PROOF OF AUTHORIZATION .............. ................................ ........... ..................... . PAYMENT ............................................................................................... ;......... TAXES.............................................................................................................. INSURANCE ....................................................................,..........................,...... FORCE MAJEURE. "'" ...... ............................. .............., ........., .........,............... ... LIMITATION OF LIABILITY ... """"" ......... ............................. ................................ . INDEMNITY........................................................................................................ INTEllECTUAL PROPERTY """"""""""""'" ................... ............ ...................... . WARRANTIES.................................................................................................... ASSIGNMENT """"""""""""""""""""""""""".............................................. DEFAULT ...............................,.......................................................................... DISCLAIMER OF AGENCY........ ........... ................................... ............................ . SEVERABILITY................................................................................................... NONDISCLOSURE ,............................................................................................. SURVIVAL......................................................................................................... DISPUTE RESOLUTION....................................................................................... CONTROLLING LAw ............................,.............................................................. RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION .....................................46 NOTICES ................,......................................................................................... RESPONSIBILITY OF EACH PARTY................... ............. .................. ................. .... No THIRD PARTY BENEFICIARIES........................,..........................,...................47 RESERVED FOR FUTURE USE. ........................................................................... PUBLICITY ..........................,.......,..................................................................... EXECUTED IN COUNTERPARTS..... ..... ............................ ................ ................. .... COMPLIANCE .....,..................................."......................................................... COMPLIANCE WITH THE COMMUNICATIONS ASSISTANCE LAw ENFORCEMENT ACT OF 1994 ........................ .................. ................................. . COOPERATION.................................................................................................. AMENDMENTS................................................................................................... ENTIRE AGREEMENT ......................... .......... .................. ............. ...................... . SECTION 6.0 - RESALE. ............ .......... ...... ........ ...... ..................... .............................. 49 6.4 SECTION 7.0 - INTERCONNECTION .......................................................................... DESCRIPTION """""""""""""""""""""""""""............................................. TERMS AND CONDITIONS.... ....... ................... ....................... ....... """"""""""" . RATES AND CHARGES ......... .............. ............,......,.,..... .........., ........................ .. ORDERING PROCESS """"""""""""""""""""""""""".................................. BilLING """""""""""""""""""""""""""...................................................... MAINTENANCE AND REPAIR .............. .... .......... """"""""""" ...... ...................... . Qwest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - i - TABLE OF CONTENTS INTERCONNECTION FACILITY OPTIONS ............................................................... EXCHANGE OF TRAFFIC.... ...... ........ ........ ............ .......... ......... ..... ................ ...... . RECIPROCAL COMPENSATION....... ................ ............. ......... .......... .................... . ORDERING... ..................... ............... ......... ........ ..... ................... ....... .......... ....... JOINTLY PROVIDED SWITCHED ACCESS SERVICES.............................................. TRANSIT RECORDS ....... ..... ....,... """'" ............ ...... ................ .... ..,.... .......... ....... LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING ................................... SECTION 8.0 - COLLOCATION """"""""""""""""""""""""""""""""'"................ DESCRIPTION.............................. ........... .... ......... ........... ......... ...... .......... ......... TERMS AND CONDITIONS.... ......... ..................... ...... ............,. ................... ........ .. RATE ELEMENTS ..................... ....... ............ .............. ...... .......... ...... .......... ........ . ORDERING............................ ....................... ......... ................. ......................... 102 BILLING """"""""""""""""""""""""""""""""""""'"...............................117 MAINTENANCE AND REPAIR .............................................................................118 SECTION 9.0 - UNBUNDLED NETWORK ELEMENTS ..........................,.................. 120 GENERAL TERMS. .......... ........ ......................... ...... .................. ...... ..,........ ....... 120 UNBUNDLED Loops........... ............. ................................... .............. .............. . 123 SUBLOOP UNBUNDLING................ .......... ............... ................. .................. ....... 140 LINE SHARING """""""""""""""""""""""""""""""""""""""..................150 NETWORK INTERFACE DEVICE (N I D) ......................................"....................... . 158 UNBUNDLED DEDICATED INTEROFFICE TRANSPORT (UDIT)...............................162 UNBUNDLED DARK FIBER.. ............. ............... ...... ................... .................. ....... 169 SHARED INTEROFFICE TRANSPORT.................................................................. 177 UNBUNDLED CUSTOMER CONTROLLED REARRANGEMENT ELEMENT (UCCRE)......... ............................ ......... ..... """""" ...... ........... ....... ............... . 17810 LOCAL TANDEM SWITCHING.............................................................................17911 LOCAL SWITCHING ..........................................................................................18012 CUSTOMIZED ROUTING.. ...... ...... ........ ...........,.... ........ ........... ....... ............ ....... 189 13 ACCESS TO SIGNALING................................................................................... .191 14 AIN SERVICES.................... ....... ......................... ....... ............ ....... ....... ..... ..... . 19415 INTERCONNECTION TO LINE INFORMATION DATABASE (LlDB) ............................196 16 8XX DATABASE QUERY SERVICE..................................................................... 20017 INTERNETWORK CALLING NAME (ICNAM) ........................................................20218 ADDITIONAL UNBUNDLED ELEMENTS...... ....... ............... .......... ........................ .. 20419 CONSTRUCTION CHARGES............................................................................ ..20520 UNBUNDLED PACKET SWITCHING........... ...... ...... ......... ............ ....... .....,........... . 205 21 UNE-P LINE SPLITTING.. .... ............ ........................ ..................... ............ ........ 20822 RESERVED FOR FUTURE USE ..........................................................................21223 UNBUNDLED NETWORK ELEMENTS COMBINATIONS (UNE COMBINATIONS).........212 24 Loop SPLITTING ..... ......... ........... ........... ..... ""'" ......... ...... ............. ........ ......... 226 SECTION 10.0 - ANCILLARY SERVICES.................................................................. 230 10.INTERIM NUMBER PORTABILITY ....................................................................... . 230 10.LOCAL NUMBER PORTABILITY ......................................................................... . 237 10.911/E911 SERVICE ......................... ...................... ............... ......... ....... ........ .. 243 10.4 WHITE PAGES DIRECTORY LISTINGS ...... ...................... ................ ....... ............. 248 10.DIRECTORY ASSISTANCE................. ....................... ................. ....... .............. ... 252 10.DIRECTORY ASSISTANCE LIST....................................................................... ..255 10.TOLL AND ASSISTANCE OPERATOR SERVICES ..................................................258 Owest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - ii - TABLE OF CONTENTS 10.ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY...........................262 SECTION 11.0 - NETWORK SECURITY................................................................... 274 SECTION 12.0 - ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS) ........... 280 12.DESCRIPTION........... ............. .............. ........ ..........,......... ......................... ...... 280 12.2 OSS SUPPORT FOR PRE-ORDERING, ORDERING AND PROVISIONING ................280 12.MAINTENANCE AND REPAIR.... .... ...................................,.. .."......................... .. 291 SECTION 13.0 - ACCESS TO TELEPHONE NUMBERS ..............................,............ 303 SECTION 14.0 - LOCAL DIALING PARITY................................................................ 304 SECTION 15.0 - QWEST DEX ...................................................................................305 SECTION 16.0 - REFERRAL ANNOUNCEMENT ......................................................306 SECTION 17.0 - BONA FIDE REQUEST PROCESS................................................. 307 SECTION 18.0 - AUDIT PROCESS............................................................................ 310 SECTION 19.0 - CONSTRUCTION CHARGES ......................................................... 313 SECTION 20.0 - SERVICE PERFORMANCE............................................................ 314 SECTION 21.0 - NETWORK STANDARDS................................................................ 315 SECTION 22.0 - SIGNATURE PAGE ......................................................................... 319 Qwest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - iii - EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I EXHIBIT J EXHIBIT K EXHIBIT L EXHIBIT M TABLE OF CONTENTS FOR EXHIBITS Idaho Rates Service Performance Indicators - Reserved for Future Use Service Interval Tables Qwest Right of Way, Pole Attachment and/or Innerduct Occupancy General I nformation Document Vertical Switch Features for UNE Switching Special Request Process Change Management Process (CMP) Reserved for Future Use Individual Case Basis (ICB) Election of Reciprocal Compensation Option Performance Assurance Plan - Under Development Advice Adoption Letter Interim Advice Adoption Letter awest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - iv- Section 1 General Terms Section 1.0 - GENERAL TERMS This Statement of Generally Available Terms and Conditions (SGAT) for Interconnection Unbundled Network Elements, ancillary services and resale Telecommunications Services is filed by Owest Corporation (Owest), a Colorado Corporation with offices at 1801 California Street, Denver, Colorado 80202, pursuant to Section 252(f) of the Telecommunications Act of 1996, for purposes of fulfilling Owest's obligations under Sections 222, 251 (a), (b), and (c), 252, 271 , and other relevant provisions of the Act and the rules and regulations promulgated thereunder. ntentionally Left Blank. 1 .This SGA T sets forth the terms, conditions and pricing under which Owest will offer and provide to any requesting CLEC network Interconnection , access to Unbundled Network Elements, ancillary services, and Telecommunications Services available for resale within the geographical areas in which Owest is providing local Exchange Service at that time and for which Owest is the incumbent Local Exchange Carrier within the state of Idaho, for purposes of providing local Telecommunications Services. This SGAT is available for the term set forth herein.1.4 Individual CLECs may adopt this SGAT, in lieu of entering into an individually negotiated Interconnection Agreement, by signing the Signature Page in Section 22 of this SGA T and by delivering a signed copy of this SGA T to Owest, pursuant to the notice provision of this SGAT contained in Section 5.21. The date on which Owest receives an executed copy of this SGAT shall hereafter be referred to as the "Effective Date" of the Agreement between Owest and CLEC. Owest shall notify CLEC of the Effective Date pursuant to the notice provision. The Parties shall satisfy all state Interconnection filing requirements. This SGAT, once it is approved or permitted to go into effect by the Commission offers CLECs an alternative to negotiating an individual Interconnection Agreement with Owest, or adopting an existing approved Interconnection Agreement between Owest and another CLEC pursuant to Section 252(i) of the Act. In this respect, neither the submission nor approval of this SGA T nor any provision herein shall affect Owest's willingness to negotiate an individual Agreement with any requesting Carrier pursuant to Section 252 of the Telecommunications Act of 1996. ntentionally Left Blank. Once this SGAT is approved or permitted to go into effect, any amendment to the SGA T by Owest will be accomplished through Section 252 of the Act. When Owest files an amendment to the SGAT with the Commission , Owest shall provide notice of such filing through the Change Management Process (CMP). Owest shall also request that the Commission notify all interested parties of the filing. In addition , any amendment to the SGAT filed by Owest shall have no effect on the SGAT (either to withdraw or replace effective provisions or to add provisions) until such amendment is approved by the Commission or goes into effect by operation of law. Once CLEC executes Section 22 and delivers a signed copy to Owest pursuant to the notice provisions of this SGAT, the currently effective SGAT will become the Interconnection Agreement between CLEC and Owest (this Agreement), and shall be subject to the same rules and laws as other Interconnection Agreements in effect in this state. Once this SGAT becomes the Interconnection Agreement between CLEC and Owest, this Agreement can only be amended in writing, executed by the duly authorized representatives of the Parties. Owest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 1 - Section 1 General Terms Notwithstanding the above if the Commission orders, or Owest chooses to offer and CLEC desires to purchase, new Interconnection services, access to additional Unbundled Network Elements, additional ancillary services or Telecommunications Services available for resale which are not contained in this SGAT or a Tariff, Owest will notify CLEC of the availability of these new services through the product notification process through the CMP. CLEC must first update the relevant section(s) of the New Product Questionnaire to establish ordering and Billing processes. In addition, the Parties shall amend this Agreement under one (1) of the following two (2) options: 1 .If CLEC is prepared to accept Owest's terms and conditions for such new product, CLEC shall execute a form Advice Adoption Letter (the form of which is attached hereto as Exhibit L), to be furnished by Owest, and include as an attachment, the discreet terms and conditions available on Owest's wholesale website , that Owest has identified as pertaining to the new product. CLEC shall submit the Advice Adoption Letter to the Commission for its approval. CLEC shall also provide the Advice Adoption Letter to Owest pursuant to the notice provisions in this Agreement and may begin ordering the new product pursuant to the terms of this Agreement as amended by such Advice Adoption Letter. If CLEC wishes to negotiate an amendment with different terms and conditions than defined by Owest for such new product, CLEC agrees to abide by those terms and conditions on an interim basis by executing the Interim Advice Adoption Letter (the form of which is attached hereto as Exhibit M) based upon the terms and conditions available on Owest's wholesale website that Owest has identified as pertaining to the new product. The Interim Advice Adoption Letter will terminate when the final amendment is approved. The rates and to the extent practicable, other terms and conditions contained in the final amendment will relate back to the date the Interim Advice Adoption Letter was executed. No new product offering or accompanying Interim Advice Adoption Letter will be construed to limit or add to any rates, terms or conditions existing in this Agreement. Because this SGAT is Owest's standard contract offer, CLECs with a current Interconnection Agreement may opt into, through Section 252(i) of the Act, any provision of the SGAT by executing an appropriate amendment to its current Interconnection Agreement. When opting into a provision , Owest may require CLEC to accept Legitimately Related provisions to ensure that the provision retains the context set forth in the SGAT. At all times, Owest bears the burden of establishing that an SGAT provision is Legitimately Related. To opt into a provision of the SGAT through Section 252(i), CLEC must provide Owest with written notice of such intention specifying in detail the provisions of the SGAT selected in the form of a proposed amendment to the Interconnection Agreement which has been signed by CLEC. Owest shall make a form or sample amendment as well as the currently effective SGAT, available in electronic form for use by CLEC to prepare the written notice. Once Owest receives such written notice, it shall have a reasonable period of time to submit a formal written response either accepting the change and signing the amendment or identifying those additional provisions that Qwest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 2- Section 1 General Terms Qwest believes are Legitimately Related and must also be included as part of the amendment. If Qwest identifies additional provisions that Qwest believes are Legitimately Related, Qwest shall specify the provisions in the proposed amendment, if any, to which the additional provisions are not Legitimately Related and which could be included in a revised proposed amendment that would be acceptable to Qwest. Under ordinary circumstances, a reasonable period of time shall be deemed to be fifteen (15) business days. In addition, Qwest shall provide to CLEC in writing an explanation of why Qwest considers the provisions Legitimately Related , including legal, technical , or other considerations. In extraordinary circumstances, where CLEC'requested modification is complex, Qwest shall have additional time to perform its review. When such extraordinary circumstances exist, Qwest will notify CLEC in writing within fifteen (15) business days from the notice and advise CLEC that additional time is necessary. In no event shall a reasonable period of time be deemed to be greater than twenty (20) business days from the time of CLEC's notice. 1 .Nothing in this SGA T shall preclude CLEC from opting into specific provisions of an agreement or of an entire agreement, solely because such provision or agreement itself resulted from an opting in by CLEC that is party to it. 1 .If Qwest has identified additional provisions that Qwest believes are Legitimately Related and has specified provisions in the proposed amendment to which those provisions are not Legitimately Related, CLEC may provide Qwest with a revised proposed amendment that deletes the disputed provisions, which Qwest shall accept and sign. Regardless of whether CLEC provides Qwest with a revised proposed amendment, if CLEC disputes Qwest's written response that additional SGAT provisions are Legitimately Related, then CLEC may immediately demand that the dispute submitted to dispute resolution and CLEC shall submit such dispute to dispute resolution within fifteen (15) Days from such receipt of Qwest's response. CLEC may, at its sole option , elect to have the dispute resolution conducted through one of the following methods of dispute resolution: The dispute may be settled by the Commission. Such dispute resolution shall be conducted pursuant to Commission rules or regulations specifying a procedure for submission, hearing and resolving issues pursuant to Section 252(i) of the Act or rules and regulations specifying procedures for submission of a dispute arising under an Interconnection Agreement , as appropriate. If the Commission shall not have established any such rules or regulations, CLEC may file a complaint with the Commission. The Commission may elect to hear the complaint under expedited procedures. 1 .The dispute may be settled by arbitration. Such an arbitration proceeding shall be conducted by a single arbitrator. The arbitration proceedings shall be conducted under the then-current rules of the American Arbitration Association (AAA). The Federal Arbitration Act, 9 U.C. Sections 1-16, not state law, shall govern the arbitrability of the dispute. All expedited procedures prescribed by AAA rules shall apply. The arbitrator s award shall be final and binding and may be entered in any court having jurisdiction thereof. Except for a finding of bad faith as set forth in 1.3, each Party shall bear its own costs and attorneys' fees , and shall share equally in the fees and expenses of the arbitrator. The arbitration proceedings shall occur in the Denver metropolitan area or in Qwest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 3- Section 1 General Terms another mutually agreed upon location. Each Party to the dispute shall bear the responsibility of paying its own attorneys' fees and costs in prosecuting/defending the action. However if either Party is found to have brought or defended the action in "bad faith", then that Party shall be responsible for reimbursing the other Party for its reasonable attorneys' fees and costs in prosecuting or defending the action. 1 .8.4 If Qwest accepts a CLEC proposed change to adopt certain SGA language and signs the amendment, the Parties shall begin abiding by the terms of the amendment immediately upon CLEC's receipt of the signed amendment. Qwest shall be responsible for submitting the proposed change to the Commission for its approval within ten (10) business days from receipt of the signed amendment. The amendment shall be deemed effective upon approval of the amendment by the Idaho Commission. Owest Idaho SGAT - Third Revision, May 24 2002 (July 25 2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 4- Section 2 Interpretation and Construction Section 2.0 -INTERPRETATION AND CONSTRUCTION This Agreement includes this Agreement and all Exhibits appended hereto, each of which is hereby incorporated by reference in this Agreement and made a part hereof. All references to Sections and Exhibits shall be deemed to be references to Sections of, and Exhibits to, this Agreement unless the context shall otherwise require. The headings and numbering of Sections and Exhibits used in this Agreement are for convenience only and will not be construed to define or limit any of the terms in this Agreement or affect the meaning and interpretation of this Agreement. Unless the context shall otherwise require, any reference to any statute, regulation, rule, Tariff' technical reference, technical publication , or any publication of Telecommunications industry administrative or technical standards, shall be deemed to be a reference to the most recent version or edition (including any amendments, supplements addenda, or successor) of that statute, regulation , rule, Tariff, technical reference , technical publication , or any publication of Telecommunications industry administrative or technical standards that is in effect. Provided, however, that nothing in this Section 2.1 shall be deemed or considered to limit or amend the provisions of Section 2.2. In the event a change in a law rule regulation or interpretation thereof would materially change this Agreement, the terms of Section 2.2 shall prevail over the terms of this Section 2.1. In the case of any material change any reference in this Agreement to such law, rule, regulation or interpretation thereof will be to such law, rule, regulation or interpretation thereof in effect immediately prior to such change until the processes set forth in Section 2.2 are implemented. The existing configuration of either Party s network may not be in compliance with the latest release of technical references technical publications, or publications of Telecommunications industry administrative or technical standards. The provisions in this Agreement are intended to be in compliance with and based on the existing state of the law, rules , regulations and interpretations thereof, including but not limited to state rules, regulations , and laws, as of the date hereof (the Existing Rules). Nothing in this Agreement shall be deemed an admission by Owest or CLEC concerning the interpretation or effect of the Existing Rules or an admission by Owest or CLEC that the Existing Rules should not be changed, vacated, dismissed, stayed or modified. Nothing in this Agreement shall preclude or estop Owest or CLEC from taking any position in any forum concerning the proper interpretation or effect of the Existing Rules or concerning whether the Existing Rules should be changed , vacated, dismissed, stayed or modified. To the extent that the Existing Rules are vacated, dismissed, stayed or materially changed or modified, then this Agreement shall be amended to reflect such legally binding modification or change of the Existing Rules. Where the Parties fail to agree upon such an amendment within sixty (60) Days after notification from a Party seeking amendment due to a modification or change of the Existing Rules or if any time during such sixty (60) Day period the Parties shall have ceased to negotiate such new terms for a continuous period of fifteen (15) Days, it shall be resolved in accordance with the Dispute Resolution provision of this Agreement. It is expressly understood that this Agreement will be corrected, or if requested by CLEC, amended as set forth in this Section 2.2, to reflect the outcome of generic proceedings by the Commission for pricing, service standards, or other matters covered by this Agreement. Any amendment shall be deemed effective on the effective date of the legally binding change or modification of the Existing Rules for rates, and to the extent practicable for other terms and conditions, unless otherwise ordered. During the pendancy of any negotiation for an amendment pursuant to this Section 2.2 the Parties shall continue to perform their obligations in accordance with the terms and conditions of this Agreement, for up to sixty (60) Days. If the Parties fail to agree on an amendment during the sixty (60) Day negotiation period, the Parties agree that the first matter to Qwest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 5- Section 2 Interpretation and Construction be resolved during Dispute Resolution will be the implementation of an interim operating agreement between the Parties regarding the disputed issues, to be effective during the pendancy of Dispute Resolution. The Parties agree that the interim operating agreement shall be determined and implemented within the first fifteen (15) Days of Dispute Resolution and the Parties will continue to perform their obligations in accordance with the terms and conditions of this Agreement, until the interim operating agreement is implemented. For purposes of this section , " legally binding" means that the legal ruling has not been stayed, no request for a stay is pending, and any deadline for requesting a stay designated by statute or regulation, has passed. Unless otherwise specifically determined by the Commission, in cases of conflict between the SGAT and Qwest's Tariffs, PCAT, methods and procedures, technical publications, policies, product notifications or other awest documentation relating to awest's or CLEC's rights or obligations under this SGAT , then the rates, terms and conditions of this SGAT shall prevail. To the extent another document abridges or expands the rights or obligations of either Party under this Agreement, the rates , terms and conditions of this Agreement shall prevail. Owest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 6- Section 3 CLEC Information Section 3.0 - CLEC INFORMATION Except as otherwise required by law, Qwest will not provide or establish Interconnection Unbundled Network Elements ancillary services and/or resale of Telecommunications Services in accordance with the terms and conditions of this Agreement prior to CLEC's execution of this Agreement. The Parties shall complete Qwest's "New Customer Questionnaire," as it applies to CLEC's obtaining of Interconnection , Unbundled Network Elements, ancillary services, and/or resale of Telecommunications Services hereunder. Prior to placing any orders for services under this Agreement, the Parties will jointly complete the following sections of Qwest's "New Customer Questionnaire General Information Billing and Collection (Section 1) Credit Information Billing Information Summary Billing OSS and Network Outage Notification Contact Information System Administration Contact Information Ordering Information for LIS Trunks, Collocation , and Associated Products (if CLEC plans to order these services) Design Layout Request - LIS Trunking and Unbundled Loop (if CLEC plans to order these services) The remainder of this questionnaire must be completed within two (2) weeks of completing the initial portion of the questionnaire. This questionnaire will be used to: Determine geographical requirements; Identify CLEC identification codes; Determine Qwest system requirements to support CLEC's specific activity; Collect credit information; Obtain Billing information; Create summary bills; Establish input and output requirements; Create and distribute Qwest and CLEC contact lists; and Qwest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 7- Section 3 CLEC Information Identify CLEC hours and holidays. CLECs that have previously completed a Questionnaire need not fill out a New Customer Questionnaire; however, CLEC will update its New Customer Questionnaire with any changes in the required information that have occurred and communicate those changes to Qwest. Before placing an order for a new product, CLEC will need to complete the relevant new product questionnaire and amend this Agreement, which may include an amendment pursuant to Section 1. Intentionally Left Blank. 3.4 ntentionally Left Blank. Qwest Idaho SGAT - Third Revision , May 24,2002 (July 25 2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 8- Section 4 Definitions Section 4.0 - DEFINITIONS Access Service Request" or "ASR" means the industry guideline forms and supporting documentation used for ordering Access Services. The ASR will be used to order trunking and facilities between CLEC and Owest for Local Interconnection Service. Access Services" refers to the interstate and intrastate switched access and private line transport services offered for the origination and/or termination of interexchange traffic. Access Tandem Switch" is a Switch used to connect End Office Switches to interexchange Carrier Switches. Owest's Access Tandem Switches are also used to connect and switch traffic between and among Central Office Switches within the same LATA and may be used for the exchange of local traffic. Act" means the Communications Act of 1934 (47 U.C. 151 et. seq.), as amended and as from time to time interpreted in the duly authorized rules and regulations of the FCC or the Commission. Advanced Intelligent Network" or "AIN" is a Telecommunications network architecture in which call processing, call routing and network management are provided by means of centralized databases. Advanced Services" refers to high speed, switched, broadband , wireline Telecommunications capability that enables users to originate and receive high-quality, voice, data, graphics or video Telecommunications using any technology. Affiliate" means a Person that (directly or indirectly) owns or controls, is owned or controlled by, or is under common ownership or control with, another person. For purposes of this paragraph the term 'own' means to own an equity interest (or the equivalent thereof) of more than 10 percent. AMI T1" is a transmission system sometimes used on loops to transmit DS1 signals (1.544 Mbps) using Alternate Mark Inversion (AMI) line code. Applicable Law" means all laws, statutes , common law, ordinances, codes, rules, guidelines, orders , permits and approval of any governmental regulations, including, but not limited to, the Act, the regulations, rules , and final orders of the FCC and the Commission, and any final orders and decisions of a court of competent jurisdiction reviewing the regulations , rules, or orders of the FCC or the Commission. Application Date" or "APP" means the date CLEC provides Owest an application for service containing required information as set forth in this Agreement. ATIS" or "Alliance for Telecommunications Industry Solutions is a North American telecommunication industry standards forum which, through its committees and working groups, creates, and publishes standards and guidelines designed to enable interoperability and Interconnection for Telecommunications products and services. ATIS Standards and Guidelines, as well as the standards of other industry fora, are referenced herein. Automated Message Accounting " or "AMA" is the structure inherent in Switch technology that initially records telecommunication message information. AMA format is contained in the AMA document, published by Telcordia Technologies, or its successors, as GR-1100-CORE which Qwest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 9 - Section 4 Definitions defines the industry standard for message recording. Automatic Location Identification" or "All" is the automatic display at the Public Safety Answering Point (PSAP) of the caller s telephone number, the address/location of the telephone and supplementary emergency services information for Enhanced 911 (E911). Automatic Location Identification/Database Management System" or "All/DBMS" is Enhanced 911/(E911) database containing End User Customer location information (including name, service address, telephone number, and sometimes special information from the local service provider) used to determine to which Public Safety Answering Point (PSAP) to route the call and used by the PSAP for emergency call handling (Le., dispatch of emergency aid). Automatic Location Identification Gateway" or "All Gateway" is a computer facility into which CLEC delivers Automatic Location Identification ("All") data for CLEC Customers. Access to the All Gateway will be via a dial-up modem using a common protocol. Automatic Number Identification" or "ANI" is the Billing telephone number associated with the access line from which a call originates. ANI and Calling Party Number (CPN) usually are the same number. Automatic Route Selection" or "ARS" is a service feature that provides for automatic selection of the least expensive or most appropriate transmission facility for each call based on criteria programmed into a circuit Switch routing table or system. Basic Exchange Telecommunications Service" means unless otherwise defined in Commission rules and then it shall have the meaning set forth therein , a service offered to End User Customers which provides the End User Customer with a telephonic connection to, and a unique local telephone number address on, the public switched telecommunications network and which enables such End User Customer to generally place calls to, or receive calls from other stations on the public switched telecommunications network. Basic residence and business line services are Basic Exchange Telecommunications Services. As used solely in the context of this Agreement and unless otherwise agreed, Basic Exchange Telecommunications Service includes access to ancillary services such as 911 , directory assistance and operator services. Bill Date" means the date on which a Billing period ends, as identified on the bill. Billing" involves the provision of appropriate usage data by one Telecommunications Carrier to another to facilitate Customer Billing with attendant acknowledgments and status reports. It also involves the exchange of information between Telecommunications Carriers to process claims and adjustments. Binder Groups" means the sub-units of a cable , usually in groups of 25, 50 or 100 color-coded twisted pairs wrapped in colored tape within a cable. Bona Fide Request" or "BFR" shall have the meaning set forth in Section 17. Bridged Tap" means the unused sections of a twisted pair subtending the loop between the End User Customer and the Serving Wire Center or extending beyond the End User Customer location. Qwest Idaho SGAT - Third Revision, May 24,2002 (July 25 2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 10- Section 4 Definitions Busy Line Verify/Busy Line Interrupt" or "BLV/BLI Traffic" means a call to an operator service in which the caller inquires as to the busy status of or requests an interruption of a call on another End User Customer s Basic Exchange Telecommunications Service line. Calling Party Number" or "CPN" is a Common Channel Signaling (CCS) parameter which refers to the ten digit number transmitted through a network identifying the calling party. Reference Owest Technical Publication 77342. Carrier" or "Common Carrier" See Telecommunications Carrier. Carrier Liaison Committee" or "CLC" is under the auspices of ATIS and is the executive oversight committee that provides direction as well as an appeals process to its subtending fora, the Network Interconnection Interoperability Forum (Nil F), the Ordering and Billing Forum (OBF), the Industry Numbering Committee (INC), and the Toll Fraud Prevention Committee (TFPC). On occasion, the CLC commissions ad hoc committees when issues do not have a logical home in one of the subtending forums. OBF and NIMC publish business process rules for their respective areas of concern. Central Office" means a building or a space within a building where transmission facilities or circuits are connected or switched. Central Office Switch" means a Switch used to provide Telecommunications Services including, but not limited to: End Office Switches" which are used to terminate End User Customer station Loops, or equivalent, for the purpose of interconnecting to each other and to trunks; and Tandem Office Switches" which are used to connect and switch trunk circuits between and among other End Office Switches. CLEC switch(es) shall be considered Tandem Office Switch(es) to the extent such switch(es) serve(s) a comparable geographic area as Qwest's Tandem Office Switch. A fact-based consideration by the Commission of geography should be used to classify any switch on a prospective basis. Centralized Automatic Message Accounting" or "CAMA" trunks are trunks using MF signaling protocol used to record Billing data. Centralized Message Distribution System" or "CMOS" means the operation system that Local Exchange Carriers use to exchange outcollect and lABS access messages among each other and other parties connected to CMOS. Centrex" shall have the meaning set forth in Section 6. Charge Number" is a Common Channel Signaling parameter, which refers to the number transmitted through the network identifying the Billing number of the calling party. Charge Number frequently is not the Calling Party Number (CPN). Collocation" is an arrangement where Owest provides space in Owest Premises for the placement of CLEC's equipment to be used for the purpose of Interconnection or access to Owest Unbundled Network Elements. Collocation - Point of Interconnection" or "POI" is the point outside Owest's Wire Center Owest Idaho SGAT - Third Revision , May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 11 - Section 4 Definitions where CLEC's fiber facility meets Qwest's Fiber Entrance Facility, except where CLEC uses an Express Fiber Entrance Facility. In either case, Owest will extend or run the Fiber Entrance Facility to CLEC's Collocation Space. Commission " means the Idaho Public Utilities Commission. Commercial Mobile Radio Service" or "CMRS" is defined in 47 U.C. Section 332 and FCC rules and orders interpreting that statute. Common Channel Signaling" or "CCS" means a method of exchanging call set up and network control data over a digital signaling network fully separate from the Public Switched Network that carries the actual call. Signaling System 7 ("SS7") is currently the preferred CCS method. Communications Assistance for Law Enforcement Act" or "CALEA" refers to the duties and obligations of Carriers to assist law enforcement agencies by intercepting communications and records, and installing pen registers and trap and trace devices. Competitive Local Exchange Carrier" or "CLEC" refers to a Party that has submitted a request, pursuant to this Agreement, to obtain Interconnection , access to Unbundled Network Elements, ancillary services, or resale of Telecommunications Services. A CLEC is an entity authorized to provide Local Exchange Service that does not otherwise qualify as an Incumbent Local Exchange Carrier (ILEC). Confidential Information" shall have the meaning set forth in Section 5.16. Cross Connection" is a cabling scheme between cabling runs subsystems, and equipment using patch cords or jumper wires that attach to connection hardware on each end. Custom Calling Features" comprise a group of features provided via a Central Office Switch without the need for special Customer Premises Equipment. Features include, but are not limited to, call waiting, 3-way calling, abbreviated dialing (speed calling), call forwarding, and series completing (busy or no answer). Custom Local Area Signaling Service" or "CLASS" is a set of call-management service features consisting of number translation services, such as call forwarding and caller identification available within a Local Access and Transport Area ("LATA"). Features include, but are not limited to, automatic callback, automatic recall , calling number delivery, Customer originated trace, distinctive ringing/call waiting, selective call forwarding and selective call rejection. Current Service Provider" means the Party from which an End User Customer is planning to switch its local exchange service or the Party from which an End User Customer is planning to port its telephone number(s). Customer" is a Person to whom a Party provides or has agreed to provide a specific service or set of services, whether directly or indirectly. Customer includes Telecommunication Carriers. See also, End User Customer. Customer Premises Equipment" or "CPE" means equipment employed on the premises of a Person other than a Carrier to originate , route or terminate Telecommunications (e., a telephone, PBX, modem pool , etc. Owest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 12 - Section 4 Definitions Customer Usage Data " means the Telecommunications Service usage data of a CLEC Customer, measured in minutes, sub-minute increments, message units or otherwise, that is recorded by Owest AMA equipment and forwarded to CLEC. Dark Fiber" shall have the meaning set forth in Section 9. Day" means calendar days unless otherwise specified. Dedicated Transport" is a Owest provided digital transmission path between locations designated by CLEC to which CLEC is granted exclusive use. Such locations may include, but not be limited to, Owest Wire Centers Owest End Office Switches, and Owest Tandem Switches. The path may operate at DS-1 or higher transmission speeds. Dedicated Transport is also described in Section 9. Demarcation Point" means the point where Owest owned or controlled facilities cease, and CLEC, End User Customer, premises owner or landlord ownership or control of facilities begin. Designed, Verified and Assigned Date" or "DVA" means the date on which implementation groups are to report that all documents and materials have been received and are complete. Desired Due Date" means the desired service activation date as requested by CLEC on a service order. Dialing Parity" shall have the meaning set forth in Section 14. Digital Cross-Connect System" or "DCS" is a function which provides automated Cross Connection of Digital Signal Level 0 (DSO) or higher transmission bit rate digital channels within physical interface facilities. Types of DCS include but are not limited to DCS 1/0s, DCS 3/1 s and DCS 3/3s, where the nomenclature 1/0 denotes interfaces typically at the DS1 rate or greater with Cross Connection typically at the DSO rate. This same nomenclature, at the appropriate rate substitution , extends to the other types of DCS specifically cited as 3/1 and 3/3. Types of DCS that cross-connect Synchronous Transport Signal level 1 (STS-1 s) or other Synchronous Optical Network (SONET) signals (e., STS-3) are also DCS , although not denoted by this same type of nomenclature. DCS may provide the functionality of more than one of the aforementioned DCS types (e., DCS 3/3/1 which combines functionality of DCS 3/3 and DCS 3/1). For such DCS, the requirements will be, at least, the aggregation of requirements on the "component" DCS. In locations where automated Cross Connection capability does not exist, DCS will be defined as the combination of the functionality provided by a Digital Signal Cross-Connect (DSX) or Light Guide Cross-Connect (LGX) patch panels and D4 channel banks or other DSO and above multiplexing equipment used to provide the function of a manual Cross Connection. Interconnection is between a DSX or LGX to a Switch, another Cross Connection , or other service platform device. Digital Signal Level" means one of several transmission rates in the time-division multiplex hierarchy. Digital Signal Level 0" or "DSO" is the 64 Kbps standard speed for digitizing one voice conversation using pulse code modulation. There are 24 DSO channels in a DS1. Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level signal in the time-division - multiplex hierarchy. In the time-division multiplexing hierarchy of the telephone network, DS1 is Qwest Idaho SGAT - Third Revision , May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 13 - Section 4 Definitions the initial level of multiplexing. There are 28 DS1 s in a DS3. Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level signal in the time-division multiplex hierarchy. In the time-division multiplexing hierarchy of the telephone network, DS3 is defined as the third level of multiplexing. Digital Subscriber Line Access Multiplexer" or "DSLAM" is a network device that: (i) aggregates lower bit rate DSL signals to higher bit-rate or bandwidth signals (multiplexing) and (ii) disaggregates higher bit-rate or bandwidth signals to lower bit-rate DSL signals (de- multiplexing). DSLAMs can connect DSL loops with some combination of CLEC ATM, Frame Relay, or IP networks. The DSLAM must be located at the end of a copper loop nearest the Serving Wire Center (e., in a Remote Terminal, Central Office, or a Customer s premises). Digital Subscriber Loop" or "DSL" refers to a set of service-enhancing copper technologies that are designed to provide digital communications services over copper Loops either in addition to or instead of normal analog voice service, sometimes referred to herein as xDSL, including, but not limited to, the following: ADSL" or "Asymmetric Digital Subscriber Line" is a Passband digital loop transmission technology that typically permits the transmission of up to 8 Mbps downstream (from the Central Office to the End User Customer) and up to 1 Mbps digital signal upstream (from the End User Customer to the Central Office) over one copper pair. HDSL" or "High-Data Rate Digital Subscriber Line" is a synchronous baseband DSL technology operating over one or more copper pairs. HDSL can offer 784 Kbps circuits over a single copper pair, T1 service over 2 copper pairs, or future E1 service over 3 copper pairs. HDSL2" or "High-Data Rate Digital Subscriber Line 2" is a synchronous baseband DSL technology operating over a single pair capable of transporting a bit rate of 1.544 Mbps. IDSL" or "ISDN Digital Subscriber Line" or "Integrated Services Digital Network Digital Subscriber Line" is a symmetrical, baseband DSL technology that permits the bi- directional transmission of up to 128 Kbps using ISDN CPE but not circuit switching. RADSL" or "Rate Adaptive Digital Subscriber Line" is a form of ADSL that can automatically assess the condition of the loop and optimize the line rate for a given line quality. SDSL" or "Symmetric Digital Subscriber Line" is a baseband DSL transmission technology that permits the bi-directional transmission from up to 160 kbps to 2.048 Mbps on a single pair. VDSL" or "Very High Speed Digital Subscriber Line" is a baseband DSL transmission technology that permits the transmission of up to 52 Mbps downstream (from the Central Office to the End User Customer) and up to 2.3 Mbps digital signal upstream (from the End User Customer to the Central Office). VDSL can also be 26 Mbps symmetrical, or other combination. Directory Assistance Database" shall have the meaning set forth in Section 10., 10. and 10. Qwest Idaho SGAT - Third Revision , May 24, 2002 (July 25, 2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 14- Section 4 Definitions Directory Assistance Lists" shall have the meaning set forth in Section 10. Directory Assistance Service" includes, but is not limited to, making available to callers, upon request, information contained in the Directory Assistance Database. Directory Assistance Service includes, where available, the option to complete the call at the caller s direction. Directory Listings" are any information: (1) identifying the listed names of subscribers of a Telecommunications Carrier and such subscriber s telephone numbers, addressees, or primary advertising classifications (as such classifications are assigned at the time of the establishment of such service), or any combination of such listed names, numbers, addresses or classifications; and (2) that the Telecommunications Carrier or an Affiliate has published, caused to be published, or accepted for publication in any directory format. Disturber" is defined as a technology recognized by industry standards bodies that significantly degrades service using another technology (such as how AMI T1x affects DSL). Due Date" means the specific date on which the requested service is to be available to the CLEC or to CLEC's End User Customer, as applicable. DSX Panel" means a cross-connect bay or panel used for the termination of equipment and facilities operating at digital rates. Effective Date" shall have the meaning set forth in Section 1.4. Electronic Bonding is a real-time and secure electronic exchange of data between information systems in separate companies. Electronic Bonding allows electronic access to services which have traditionally been handled through manual means. The heart of Electronic Bonding is strict adherence to both International and National standards. These standards define the communication and data protocols allowing all organizations in the world to exchange information. Electronic File Transfer" means any system or process that utilizes an electronic format and protocol to send or receive data files. Emergency Service Number" or "ESN" is a three to five digit number representing a unique combination of Emergency Response Agencies (law enforcement, fire and emergency medical service) designed to serve a specific range of addresses within a particular geographical area. The ESN facilitates Selective Routing and transfer, if required, to the appropriate PSAP and the dispatch of proper Emergency Response Agency(ies). End User Customer" means a third party retail Customer that subscribes to a Telecommunications Service provided by either of the Parties or by another Carrier or by two (2) or more Carriers. Enhanced Services" means any service offered over Common Carrier transmission facilities that employ computer processing applications that act on the format, content, code, protocol or similar aspects of a subscriber s transmitted information; that provide the subscriber with additional, different or restructured information; or involve End User Customer interaction with stored information. Enhanced 911" or "E911 " shall have the meaning set forth in Section 1 0. Owest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 15 - Section 4 Definitions Environmental Hazard" means any substance the presence, use, transport, abandonment or disposal of which (i) requires investigation, remediation , compensation , fine or penalty under any Applicable Law (including, without limitation , the Comprehensive Environmental Response Compensation and Liability Act, Superfund Amendment and Reauthorization Act, Resource Conservation Recovery Act, the Occupational Safety and Health Act and provisions with similar purposes in applicable foreign , state and local jurisdictions) or (ii) poses risks to human health safety or the environment (including, without limitation, indoor, outdoor or orbital space environments) and is regulated under any Applicable Law. Exchange Access" (IntraLATA Toll) as used in Section 7 is defined in accordance with Qwest' current IntraLATA toll serving areas, as determined by Qwest's state and interstate Tariffs and excludes toll provided using Switched Access purchased by an IXC. "Exchange Access" as used in the remainder of the SGA T shall have the meaning set forth in the Act. Exchange Message Interface" or "EMI" means the format used for exchange Telecommunications message information among Telecommunications Carriers. It is referenced in the Alliance for Telecommunications Industry Solutions (ATIS) document that defines industry guidelines for the exchange of message records. Exchange Message Record" or "EMR" is the standard used for exchange of telecommunications message information between telecommunications providers for billable, non-billable, sample, settlement and study data. EMR format is contained in BR-01 0-200-01 0 CRIS Exchange Message Record, a Telcordia document that defines industry standards for exchange message records. Exchange Service" or "Extended Area Service (EAS)/Local Traffic" means traffic that is originated and terminated within the Local Calling Area as determined by the Commission. FCC" means the Federal Communications Commission. Fiber Meet" means an Interconnection architecture method whereby the Parties physically interconnect their networks via an optical fiber interface (as opposed to an electrical interface) at a mutually-agreed-upon location" Finished Services" means complete end to end services offered by Qwest to wholesale or retail Customers. Finished Services do not include Unbundled Network Elements or combinations of Unbundled Network Elements. Finished Services include voice messaging, Qwest provided DSL, Access Services, private lines, retail services and resold services. Firm Order Confirmation" or "FOC" means the notice Qwest provides to CLEC to confirm that the CLEC Local Service Order (LSR) has been received and has been successfully processed. The FOC confirms the schedule of dates committed to by Owest for the Provisioning of the service requested. Hub Provider" means an entity that (i) provides Common Channel Signaling (SS7) connectivity between the networks of service providers that are not directly connected to each other; or (ii) provides third party database services such as LlDB. The SS7 messages received by Hub Providers are accepted or rejected by the Hub Provider depending on whether a contractual arrangement exists between the Hub Provider and the message originator (sender) and whether the message originator has contracted for the type of SS7 messages being submitted for transmission to the Hub Provider. Owest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, I nc./I DIC DS-040223-0009 - 16 - Section 4 Definitions Individual Case Basis" or "ICB" shall have the meaning set forth in Exhibit I. Information Service is the offering of a capability for generating, acquiring, storing, transforming, processing, retrieving, utilizing, or making available information via Telecommunications, and includes electronic publishing, but does not include any use of any such capability for the management, control , or operation of a Telecommunications system or the management of a Telecommunications Service. Integrated Digital Loop Carrier" means a subscriber Loop Carrier system, which integrates multiple voice channels within the Switch on a DS1 level signal. Integrated Services Digital Network" or "ISDN" refers to a digital circuit switched network service. Basic Rate ISDN (BRI) provides for channelized (2 bearer and 1 data) end-to-end digital connectivity for the transmission of voice or data on either or both bearer channels and packet data on the data channel. Primary Rate ISDN (PRI) provides for 23 bearer channels and 1 data channel. For BRI , the bearer channels operate at 64 Kbps and the data channel at 16 Kbps. For PRI , all 24 channels operate at 64 Kbps or 1 .5 Mbps. Interconnection" is as described in the Act and refers to the connection between networks for the purpose of transmission and routing of telephone Exchange Service traffic, Exchange Access and Jointly Provided Switched Access traffic. Interconnection Agreement" or "Agreement" is an agreement entered into between Owest and CLEC for Interconnection , Unbundled Network Elements or other services as a result of negotiations, adoption and/or arbitration or a combination thereof pursuant to Section 252 of the Act. When CLEC signs and delivers a copy of this SGA T to Owest pursuant to the notice provision of the SGAT, it becomes the Interconnection Agreement between the Parties pursuant to Section 252(f) of the Act. Interexchange Carrier" or "IXC" means a Carrier that provides InterLATA or IntraLATA Toll services. Interim Number Portability" or "INP" is a method of number portability, such as Remote Call Forwarding ("RCF") or any other comparable and technically feasible arrangement, that allows one Party to port telephone numbers from its network to the other Party s network with as little impairment of quality, reliability and convenience to the customer as possible, but does not comply with the Local Number Portability performance criteria set forth in 47 C.R. Section 52.23 (a). lnterLATA Traffic" describes Telecommunications between a point located in a Local Access and Transport Area ("LATA") and a point located outside such area. lntraLATA Toll Traffic" describes IntraLATA Traffic outside the Local Calling Area. Interoperability" means the ability of a Owest ass Function to process seamlessly (Le., without any manual intervention) business transactions with CLEC's ass application, and vice versa by means of secure exchange of transaction data models that use data fields and usage rules that can be received and processed by the other Party to achieve the intended ass Function and related response. (See also Electronic Bonding. Legitimately Related" terms and conditions are those rates, terms, and conditions that relate Owest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 17 - Section 4 Definitions solely to the individual Interconnection, service or element being requested by CLEC under Section 252(i) of the Act, and not those relating to other Interconnection, services or elements in the approved Interconnection Agreement. This definition is not intended to limit the FCC' interpretation of "legitimately related" as found in its rules, regulations or orders or the interpretation of a court of competent jurisdiction. LERG Reassignment" or "NXX Reassignment" means the reassignment of an entire NXX code shown in the LERG from one Carrier to another Carrier. Line Information Database" or "LlDB" shall have the meaning as set forth in Section 9.15. Line Side" refers to End Office Switch connections that have been programmed to treat the circuit as a local line connected to a terminating station (e., an End User Customer telephone station set, a PBX, answering machine, facsimile machine or computer). - Local Access Transport Area" or "LATA" is as defined in the Act. Local Calling Area" is as defined by the Commission. Local Exchange Carrier" or "LEC" means any Carrier that is engaged in the provision of telephone Exchange Service or Exchange Access. Such term does not include a Carrier insofar as such Carrier is engaged in the provision of a commercial mobile service under Section 332(c) of the Act, except to the extent that the FCC finds that such service should be included in the definition of such term. Local Exchange Routing Guide" or "LERG" means a Telcordia Technologies Reference Document used by LECs and IXCs to identify NPA-NXX routing and homing information as well as Network Element and equipment designations. Local Interconnection Service or "LIS" Entrance Facility" is a DS1 or DS3 facility that extends from CLEC's Switch location or Point of Interconnection (POI) to the Owest Serving Wire Center. An Entrance Facility may not extend beyond the area served by the Owest Serving Wire Center. Local Interconnection Service" or "LIS" is the Owest product name for its provision of Interconnection as described in Section 7 of this Agreement. Local Number Portability" or "LNP" shall have the meaning set forth in Section 1 0. Loop" or "Unbundled Loop" shall have the meaning set forth in Section 9. Local Service Ordering Guide" or "LSOG" is a document developed by the OBF to establish industry-wide ordering and Billing processes for ordering local services. Local Service Request" or "LSR" means the industry standard forms and supporting documentation used for ordering local services. Loop Concentrator/Multiplexer" or "LCM" is the Network Element that does one or more of the following: aggregates lower bit rate or bandwidth signals to higher bit rate or bandwidth signals Owest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 18 - Section 4 Definitions (multiplexing); disaggregates higher bit rate or bandwidth signals to lower bit rate or bandwidth signals (demultiplexing); aggregates a specified number of signals or channels to fewer channels (concentrating); performs signal conversion, including encoding of signals (e., analog to digital and digital to analog signal conversion); or in some instances performs electrical to optical (E/O) conversion. LCM includes DLC, and D4 channel banks and may be located in Remote Terminals or Central Offices. Location Routing Number" or "LRN" means a unique 1 a-digit number assigned to a Central Office Switch in a defined geographic area for call routing purposes. This 1 a-digit number serves as a network address and the routing information is stored in a database. Switches routing calls to subscribers whose telephone numbers are in portable NXXs perform a database query to obtain the Location Routing Number that corresponds with the Switch serving the dialed telephone number. Based on the Location Routing Number, the querying Carrier then routes the call to the Switch serving the ported number. The term "LRN" may also be used to refer to a method of LNP. Main Distribution Frame" or "MDF" means a Qwest distribution frame (e., COSMICTM frame) used to connect Qwest cable pairs and line and trunk equipment terminals on a Qwest switching system. Maintenance and Repair" involves the exchange of information between Carriers where one initiates a request for maintenance or repair of existing products and services or Unbundled Network Elements or combinations thereof from the other with attendant acknowledgments and status reports in order to ensure proper operation and functionality of facilities. Maintenance of Service charge" is a charge that relates to trouble isolation. Maintenance of Service charges are set forth in Exhibit A. Basic Maintenance of Service charges apply when the Qwest technician performs work during standard business hours. Overtime Maintenance of Service charges apply when the Qwest technician performs work on a business day, but outside standard business hours , or on a Saturday. Premium Maintenance of Service charges apply when the Qwest technician performs work on either a Sunday or Qwest recognized holiday. Master Street Address Guide" or "MSAG" is a database of street names and house number ranges within their associated communities defining particular geographic areas and their associated ESNs to enable proper routing of 911 calls. Meet Point" is a point of Interconnection between two networks, designated by two Telecommunications Carriers, at which one Carrier s responsibility for service begins and the other Carrier s responsibility ends. Meet-Point Billing " or "MPB" or "Jointly Provided Switched Access" refers to an arrangement whereby two LECs (including a LEC and CLEC) jointly provide Switched Access Service to an Interexchange Carrier, with each LEC (or CLEC) receiving an appropriate share of the revenues Owest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 19 - Section 4 Definitions from the IXC as defined by their effective access Tariffs. Mid-Span Meet" means an Interconnection between two (2) networks, designated by two Telecommunications Carriers, whereby each provides its own cable and equipment up to the Meet Point of the cable facilities. Miscellaneous Charges" mean cost-based charges that Owest may assess in addition to recurring and nonrecurring rates set forth in Exhibit A , for activities CLEC requests Owest to perform , activities CLEC authorizes, or charges that are a result of CLEC's actions, such as cancellation charges, additional labor and maintenance. Miscellaneous Charges are not already included in Owest's recurring or nonrecurring rates. Miscellaneous Charges are listed in Exhibit A. Multiple Exchange Carrier Access Billing" or "MECAB" refers to the document prepared by the Billing Committee of the Ordering and Billing Forum (OBF), which functions under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications Industry Solutions (ATIS). The MECAB document, published by Telcordia Technologies as Special Report SR-BDS-000983, contains the recommended guidelines for the Billing of an access service provided by two or more LECs (including a LEC and a CLEC), or by one LEC in two or more states within a single LATA. Multiple Exchange Carrier Ordering and Design" or "MECOD" Guidelines for Access Services - Industry Support Interface, refers to the document developed by the Ordering/Provisioning Committee under the auspices of the Ordering and Billing Forum (OBF), which functions under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications Industry Solutions (ATIS). The MECOD document, published by Telcordia Technologies as Special Report SR STS-002643, establishes recommended guidelines for processing orders for access service which is to be provided by two or more LECs (including a LEC and a CLEC). is published by Telcordia Technologies as SRBDS 00983. 1 Carrier" means the Carrier in the call routing process immediately preceding the terminating Carrier. The N-1 Carrier is responsible for performing the database queries (under the FCC's rules) to determine the LRN value for correctly routing a call to a ported number. National Emergency Number Association" or "NENA" is an association which fosters the technological advancement, availability and implementation of 911 Service nationwide through research, planning, training, certification, technical assistance and legislative representation. Near Real Time" means that Owest's ass electronically receives a transaction from CLEC, automatically processes that transaction, returns the response to that transaction to CLEC in an automatic event driven manner (without manual intervention) via the interface for the ass Function in question. Except for the time it takes to send and receive the transaction between Owest's and CLEC's ass application , the processing time for Owest's representatives should be the same as the processing time for CLEC's representatives. Current benchmarks using TCIF 98-006 averages between two and four seconds for the connection and an average transaction transmittal. The specific agreed metrics for "near-real-time" transaction processing will be contained in the Performance Indicator Definitions (PIDs), where applicable. Network Element" is a facility or equipment used in the provision of Telecommunications Service. It also includes features, functions, and capabilities that are provided by means of such facility or equipment, including subscriber numbers, databases, signaling systems , and Owest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 20- Section 4 Definitions information sufficient for Billing and collection or used in the transmission, routing, or other provision of a Telecommunications Service. Network Installation and Maintenance Committee" or "NIMC" is the ATIS/CLC sub-committee responsible for developing business process rules for Maintenance and Repair or trouble administration. Network Interface Device" or "NID" is a Network Element that includes any means of interconnection of Customer Premises wiring to Qwest's Distribution plant, such as a cross connect device used for that purpose. New Service Provider" means the Party to which an End User Customer switches its local exchange service or the Party to which an End User Customer is porting its telephone number(s). 911 Service" shall have the meaning set forth in Section 10. 911/E911 Interconnection Trunk Groups" shall have the meaning set forth in Section 1 0. North American Numbering Council" or "NANC" means the federal advisory committee chartered by the FCC to analyze, advise, and make recommendations on numbering issues. North American Numbering Plan" or "NANP" means the basic numbering plan for the Telecommunications networks located in the United States as well as Canada, Bermuda, Puerto Rico, Guam , the Commonwealth of the Marianna Islands and certain Caribbean Islands. The NANP format is a 10-digit number that consists of a 3-digit NPA code (commonly referred to as the area code) followed by a 3-digit NXX code and 4-digit line number. Number Portability Administration Center " or "NPAC" means one of the seven regional number portability centers involved in the dissemination of data associated with ported numbers. The NPACs were established for each of the seven , original Bell Operating Company regions so as to cover the 50 states, the District of Columbia and the U.S. territories in the North American Numbering Plan area. Numbering Plan Area" or "NPA" is also sometimes referred to as an area code. It is a unique three-digit indicator that is defined by the " " " B" and "C" digits of each 10-digit telephone number within the NANP. Each NPA contains 800 possible NXX Codes. There are two (2) general categories of NPA. "Geographic NPA" is associated with a defined geographic area, and all telephone numbers bearing such NPA are associated with services provided within that Geographic area. A "Non-Geographic NPA " also known as a "Service Access Code" (SAC Code), is typically associated with a specialized Telecommunications Service which may be provided across multiple geographic NPA areas; 500, Toll Free Service NPAs, 700, and 900 are examples of Non-Geographic NPAs. NXX " " NXX Code, " " Central Office Code " or "CO Code" is the three digit Switch entity code which is defined by the 0 , E and F digits of a 10 digit telephone number within the NANP. Operational Support Systems" or "OSS" shall have the meaning set forth in Section 12. Ordering and Billing Forum" or "OBF" means the telecommunications industry forum, under the auspices of the Carrier Liaison Committee of the Alliance for Telecommunications Industry Qwest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 21 - Section 4 Definitions Solutions, concerned with inter-company ordering and Billing. Originating Line Information " or "OLl" is an CCS SS7 Feature Group 0 signaling parameter which refers to the number transmitted through the network identifying the Billing number of the calling party. 01 Transmission Grade of Service" means a circuit switched trunk facility Provisioning standard with the statistical probability of no more than one call in 100 blocked on initial attempt during the average busy hour. Packet Switch" is a router designed to read the destination address in an incoming cell or packet, consult a routing table and route the packet toward its destination. Packetizing is done in originating CPE and reassembly is done in terminating CPE. Multiple packet formats or protocols exist (e., x.25, x.75, frame relay, ATM , and IP). Parity" means the provision of non-discriminatory access to Interconnection, Resale Unbundled Network Elements and other services provided under this Agreement to the extent legally required on rates , terms and conditions that are non-discriminatory, just and reasonable. Where Technically Feasible, the access provided by Qwest will be provided in "substantially the same time and manner" to that which Qwest provides to itself, its End User Customers, its Affiliates or to any other party. Party" means either Qwest or CLEC and "Parties" means Qwest and CLEC. Percent Local Usage" or "PLU" is a calculation which represents the ratio of the local minutes to the sum of local and intraLA T A toll minutes sent between the Parties over Local Interconnection Trunks. Directory Assistance Services, CMRS traffic, transiting calls from other LECs and Switched Access Services are not included in the calculation of PLU. Performance Indicator Definitions" or "PI Os" shall have the meaning set forth in Exhibit B. Person " is a general term meaning an individual or association , corporation , firm , joint-stock company, organization, partnership, trust or any other form or kind of entity. Plant Test Date" or "PTD" means the date acceptance testing is performed with CLEC. Physical Collocation" shall have the meaning set forth in Section 8. Pole Attachment" shall have the meaning set forth in Section 10. Point of Interface , " Point of Interconnection " or "POI" is a demarcation between the networks of two (2) LECs (including a LEC and CLEC). The POI is that point where the exchange of traffic takes place. Point of Presence" or "POP" means the Point of Presence of an IXC. Port" means a line or trunk connection point, including a line card and associated peripheral equipment, on a Central Office Switch but does not include Switch features. The Port serves as the hardware termination for line or Trunk Side facilities connected to the Central Office Switch. Each line side Port is typically associated with one or more telephone numbers that serve as the Customer s network address. Qwest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 22- Section 4 Definitions POTS" means plain old telephone service. Power Spectral Density (PSD) Masks" are graphical templates that define the limits on signal power densities across a range of frequencies to permit divergent technologies to coexist in close proximity within the same Binder Groups. Premises" refers to Qwest's Central Offices and Serving Wire Centers; all buildings or similar structures owned, leased , or otherwise controlled by Qwest that house its network facilities; all structures that house Qwest facilities on public rights-of-way, including but not limited to vaults containing Loop Concentrators or similar structures; and all land owned, leased, or otherwise controlled by Qwest that is adjacent to these Central Offices, Wire Centers, buildings and structures. Product Catalog" or "PCAT" is a Qwest document that provides information needed to request services available under this Agreement. Qwest agrees that CLEC shall not be held to the requirements of the PCAT. The PCAT is available on Qwest's Web site: httpl/www.qwest.com/whoiesale/pcat! Project Coordinated Installation" allows CLEC to coordinate installation activity as prescribed in section 9., including out of hours coordination. Proof of Authorization" or "POA" shall consist of verification of the end user s selection and authorization adequate to document the end user s selection of its local service provider. Proprietary Information" shall have the same meaning as Confidential Information. Provisioning " involves the exchange of information between Telecommunications Carriers where one executes a request for a set of products and services or Unbundled Network Elements or combinations thereof from the other with attendant acknowledgments and status reports. Pseudo Automatic Number Identification" or "Pseudo-ANI" is a number, consisting of the same number of digits as ANI , that is not a NANP telephone directory number and may be used in place of an ANI to convey special meaning, determined by agreements , as necessary, between the system originating the call , intermediate systems handling and routing the call , and the destination system. Public Safety Answering Point" or "PSAP" is the public safety communications center where 911/E911 calls for a specific geographic area are answered. Public Switched Network" includes all Switches and transmission facilities, whether by wire or radio, provided by any Common Carrier including LECs, IXCs and CMRS providers that use the NANP in connection with the provision of switched services. Rate Center" identifies 1) the specific geographic point identified by specific vertical and horizontal (V&H) coordinates, which are used to measure distance sensitive End User Customer traffic to/from the particular NPA-NXX designations with the specific Rate Center, and 2) the corresponding geographic area which is associated with one or more particular NPA-NNX codes which have been assigned to a LEC or its provision of Telephone Exchange Service. Qwest Idaho SGAT - Third Revision , May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 23- Section 4 Definitions Ready for Service" or "RFS" - A Collocation job is considered to be Ready for Service when Qwest has completed all operational work in accordance with CLEC Application and makes functional space available to CLEC. Such work includes, but is not necessarily limited to: DC power (fuses available, Battery Distribution Fuse Board (BDFB) is powered, and cables between CLEC and power are terminated), cage enclosures, primary AC outlet, cable racking, and circuit terminations (e., fiber jumpers are placed between the outside plant fiber distribution panel and the Central Office fiber distribution panel serving CLEC) and APOT/CFA are complete, telephone service, and other services and facilities ordered by CLEC for Provisioning by the RFS date. Records Issue Date" or "RID" means the date that all design and assignment information is sent to the necessary service implementation groups. Remote Call Forwarding" or "RCF" means the INP method that redirects calls within the telephone network. If an End User Customer changes its local service provider from one Party to the other Party, using RCF, the old service provider s switch will route the End User Customer s calls to the new service provider by translating the dialed number into another telephone number with an NXX corresponding to the new service provider s switch. The new service provider then completes the routing of the call to its new End User Customer. Remote Premises" means all Qwest Premises, other than Qwest Wire Centers or adjacent to Qwest Wire Centers. Such Remote Premises include controlled environmental vaults controlled environmental huts , cabinets, pedestals and other Remote Terminals. Remote Terminal" or "RT" means a cabinet, vault or similar structure at an intermediate point between the End User Customer and Qwest's Central Office, where Loops are aggregated and hauled to the Central Office or Serving Wire Center using LCM. A Remote Terminal may contain active electronics such as digital Loop Carriers , fiber hubs, DSLAMs, etc. Reseller" is a category of CLECs who purchase the use of Finished Services for the purpose of reselling those Telecommunications Services to their End User Customers. Reserved Numbers" means those telephone numbers which are not in use but which are held in reserve by a Carrier under a legally enforceable written agreement for a specific End User Customer s future use. Scheduled Issued Date" or "SID" means the date the order is entered into Qwest's order distribution system. Selective Router" means the equipment necessary for Selective Routing. Selective Routing" is the automatic routing of 911/E911 calls to the PSAP that has jurisdictional responsibility for the service address of the caller, irrespective of telephone company exchange or Wire Center boundaries. Selective Routing may also be used for other services. Service Control Point" or "SCP" means a node in the CCS network to which information requests for service handling, such as routing, are directed and processed. The SCP is a real time database system that, based on a query from a Service Switching Point (SSP), performs subscriber or application-specific service logic and then sends instructions back to the SSP on how to continue call processing. Service Creation Environment" is a computer containing generic call processing software that Qwest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 24- Section 4 Definitions can be programmed to create new Advanced Intelligent Network call processing services. Service Date" or "SD" means the date service is made available to the End User Customer. This also is referred to as the "Due Date. Service Provider Identification" or "SPID" is the number that identifies a service provider to the relevant NPAC. The SPID may be a state specific number. Serving Wire Center" denotes the Wire Center from which dial tone for Local Exchange Service would normally be provided to a particular Customer premises. Shared Transport" shall have the meaning set forth in Section 9. Signaling System 7" or "SS7" is an out-of-band signaling protocol consisting of four basic sub- protocols:1) Message Transfer Part (MTP), which provides functions for basic routing of signaling messages between signaling points;2) Signaling Connection Control Part (SCCP), which provides additional routing and management functions for transfer of messages other than call setup between signaling points;3) Integrated Services Digital Network User Part (ISUP), which provides for transfer of call setup signaling information between signaling points; and4) Transaction Capabilities Application Part (TCAP) , which provides for transfer of non-circuit related information between signaling points. Signaling Transfer Point" or "STP" means a Packet Switch that performs message routing functions and provides information for the routing of messages between signaling end points, including SSPs, SCPs, Signaling Points (SPs) and other STPs in order to set up calls and to query call-related databases. An STP transmits, receives and processes Common channel Signaling (CCS) messages. Special Request Process" or "SRP" shall have the meaning set forth in Exhibit F. Spectrum Compatibility" means the capability of two (2) Copper Loop transmission system technologies to coexist in the same cable without service degradation and to operate satisfactorily in the presence of cross talk noise from each other. Spectrum compatibility is defined on a per twisted pair basis for specific well-defined transmission systems. For the purposes of issues regarding Spectrum Compatibility, service degradation means the failure to meet the Bit Error Ratio (BER) and Signal-to-Noise Ratio (SNR) margin requirements defined for the specific transmission system for all Loop lengths, model Loops, or loss values within the requirements for the specific transmission system. Splitter" means a device used in conjunction with a DSLAM either to combine or separate the high (DSL) and low (voice) frequency spectrums of the Loop in order to provide both voice and data over a single Loop. Stand-Alone Test Environment" or "SATE" shall have the meaning set forth in Section Owest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 25- Section 4 Definitions 12. Subloop" shall have the meaning set forth in Section 9. Suspended Lines" means subscriber lines that have been temporarily disconnected. Switch" means a switching device employed by a Carrier within the Public Switched Network. Switch includes but is not limited to End Office Switches, Tandem Switches, Access Tandem Switches, Remote Switching Modules, and Packet Switches. Switches may be employed as a combination of End OfficefTandem Switches. Switched Access Service" means the offering of transmission and switching services to Interexchange Carriers for the purpose of the origination or termination of telephone toll service. Switched Access Services include: Feature Group A , Feature Group B, Feature Group 0 , 8XX access, and 900 access and their successors or similar Switched Access Services. Switched Access Traffic," as specifically defined in Qwest's interstate Switched Access Tariffs, is traffic that originates at one of the Party s End User Customers and terminates at an IXC Point of Presence, or originates at an IXC Point of Presence and terminates at one of the Party s End User Customers, whether or not the traffic transits the other Party s network. Synchronous Optical Network" or "SONET" is a TOM-based (time division multiplexing) standard for high-speed fiber optic transmission formulated by the Exchange Carriers Standards Association (ECSA) for the American National Standards Institute ("ANSI" Tariff" as used throughout this Agreement refers to Qwest interstate Tariffs and state Tariffs price lists, and price schedules. Technically Feasible" Interconnection, access to unbundled Network Elements, Collocation, and other methods of achieving Interconnection or access to unbundled Network Elements at a point in the network shall be deemed Technically Feasible absent technical or operational concerns that prevent the fulfillment of a request by a Telecommunications Carrier for such Interconnection, access, or methods. A determination of technical feasibility does not include consideration of economic, accounting, Billing, space, or site concerns, except that space and site concerns may be considered in circumstances where there is no possibility of expanding the space available. The fact that an incumbent LEC must modify its facilities or equipment to respond to such request does not determine whether satisfying such request is Technically Feasible. An incumbent LEC that claims that it cannot satisfy such request because of adverse network reliability impacts mustprove to the Commission by clear and convincing evidence that such Interconnection, access, or methods would result in specific and significant adverse network reliability impacts. Telecommunications" means the transmission, between or among points specified by the user of information of the user s choosing, without change in the form or content of the information as sent and received. Telecommunications Carrier" means any provider of Telecommunications Services, except that such term does not include aggregators of Telecommunications Services (as defined in Section 226 of the Act). A Telecommunications Carrier shall be treated as a Common Carrier under the Act only to the extent that it is engaged in providing Telecommunications Services, except that the Federal Communications Commission shall determine whether the provision of fixed and Qwest Idaho SGAT - Third Revision , May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-O40223-0009 - 26- Section 4 Definitions mobile satellite service shall be treated as common carriage. Telecommunications Equipment" means equipment other than Customer Premises Equipment, used by a Carrier to provide Telecommunications Services, and include software integral to such equipment, including upgrades. Telecommunications Services" means the offering of Telecommunications for a fee directly to the public, or to such classes of users as to be effectively available directly to the public, regardless of the facilities used. Telephone Exchange Service" means a service within a telephone exchange, or within a connected system of telephone exchanges within the same exchange area operated to furnish to End User Customers intercommunicating service of the character ordinarily furnished by a single exchange, and which is covered by the exchange service charge, or comparable service provided through a system of Switches, transmission equipment or other facilities (or combinations thereof) by which a subscriber can originate and terminate a Telecommunications Service. TELRIC" means Total Element Long-Run Incremental Cost. Toll Free Service" means service provided with any dialing sequence that invokes Toll Free, Le., 800-like, service processing. Toll Free Service currently includes calls to the Toll Free Service 800/888/877/866 NPA SAC codes. Transaction Set" is a term used by ANSI X12 and elsewhere that denotes a collection of data related field rules , format, structure, syntax, attributes, segments, elements, qualifiers, valid values that are required to initiate and process a business function from one trading partner to another. Some business function events, e., pre-order inquiry and response are defined as complimentary Transaction Sets. An example of a Transaction Set is service address validation inquiry and service address validation response. Trunk Side" refers to Switch connections that have been programmed to treat the circuit as connected to another switching entity. Unbundled Network Element" is a Network Element that has been defined by the FCC or the Commission as a Network Element to which Qwest is obligated to provide unbundled access or for which unbundled access is provided under this Agreement. Unbundled Network Element Platform" or "UNE-P" is a combination of Unbundled Network Elements as set forth in Section 9.23. UNE Combination" means a combination of two (2) or more Unbundled Network Elements that were or were not previously combined or connected in Qwest's network as required by the FCC, the Commission or this Agreement. Virtual Collocation" shall have the meaning set forth in Sections 8.1 and 8. Voluntary Federal Subscriber Financial Assistance Programs" are Telecommunications Services provided to low-income subscribers, pursuant to requirements established by the Commission or the FCC. Qwest Idaho SGAT - Third Revision, May 24,2002 (July 25 2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 27- Section 5 Terms and Conditions Section 5.0 - TERMS AND CONDITIONS General Provisions Intentionally Left Blank. The Parties are each solely responsible for participation in and compliance with national network plans, including the National Network Security Plan and the Emergency Preparedness Plan. Neither Party shall use any service related to or use any of the services provided in this Agreement in any manner that interferes with other Persons in the use of their service prevents other Persons from using their service , or otherwise impairs the quality of service to other Carriers or to either Party s End User Customers. In addition , neither Party s provision of or use of services shall interfere with the services related to or provided under this Agreement. If such impairment is material and poses an immediate threat to the safety of either Party s employees , Customers or the public or poses an immediate threat of a service interruption, that Party shall provide immediate notice by em ail to the other Party s designated representative(s) for the purposes of receiving such notification. Such notice shall include 1) identification of the impairment (including the basis for identifying the other Party s facilities as the cause of the impairment), 2) date and location of the impairment, and 3) the proposed remedy for such impairment for any affected service. Either Party may discontinue the specific service that violates the provision or refuse to provide the same type of service if it reasonably appears that the particular service would cause similar harm , until the violation of this provision has been corrected to the reasonable satisfaction of that Party and the service shall be reinstituted as soon as reasonably possible. The Parties shall work cooperatively and in good faith to resolve their differences. In the event either Party disputes any action that the other Party seeks to take or has taken pursuant to this provision , that Party may pursue immediate resolution by expedited or other Dispute Resolution. If the impairment is service impacting but does not meet the parameters set forth in section 5., such as low level noise or other interference, the other Party shall provide written notice within five (5) calendar Days of such impairment to the other Party and such notice shall include the information set forth in subsection 5.1. The Parties shall work cooperatively and in good faith to resolve their differences. If the impairment has not been corrected or cannot be corrected within five (5) business days of receipt of the notice of non-compliance, the other Party may pursue immediate resolution by expedited or other Dispute Resolution. If either Party causes non-service impacting impairment the other Party shall provide written notice within fifteen (15) calendar Days of the impairment to the other Party and such notice shall include the information set forth in subsection 5. The Parties shall work cooperatively and in good faith to resolve their differences. If either Party fails to correct any such impairment within fifteen (15) calendar Days of written notice, or if such non-compliance cannot be corrected within fifteen (15) calendar Days of written notice of non-compliance, and if the impairing Party fails to take all appropriate steps to correct as soon as reasonably possible, the other Party may pursue immediate resolution by expedited or other Dispute Resolution. Owest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 29- Section 5 Terms and Conditions 1 .3.4 It is the responsibility of either Party to inform its End User Customers of service impacting impairment that may result in discontinuance of service as soon as the Party receives notice of same. 1 .4 Each Party is solely responsible for the services it provides to its End User Customers and to other Telecommunications Carriers. This provision is not intended to limit the liability of either Party for its failure to perform under this Agreement. The Parties shall work cooperatively to minimize fraud associated with third- number billed calls, calling card calls, and any other services related to this Agreement. Nothing in this Agreement shall prevent either Party from seeking to recover the costs and expenses, if any, it may incur in (a) complying with and implementing its obligations under this Agreement , the Act, and the rules , regulations and orders of the FCC and the Commission, and (b) the development, modification, technical installation and maintenance of any systems or other infrastructure which it requires to comply with and to continue complying with its responsibilities and obligations under this Agreement. Notwithstanding the foregoing, Owest shall not assess any charges against CLEC for services , facilities, Unbundled Network Elements , ancillary service and other related works or services covered by this Agreement unless the charges are expressly provided for in this Agreement. All services and capabilities currently provided hereunder (including resold Telecommunications Services , Unbundled Network Elements, UNE combinations and ancillary services) and all new and additional services or Unbundled Network Elements to be provided hereunder, shall be priced accordance with all applicable provisions of the Act and the rules and order of the Federal Communications Commission and orders of the Commission. Term of Agreement This Agreement shall become effective on the date set forth in Section 1.4 pursuant to Section 252 of the Act. This Agreement shall be binding upon the Parties for a term of three (3) years and shall expire three (3) years from the Effective Date. Upon expiration of the term of this Agreement, this Agreement shall continue in full force and effect until superseded by a successor agreement in accordance with this Section 2. Any Party may request negotiation of a successor agreement by written notice to the other Party no earlier than one hundred sixty (160) Days prior to the expiration of the term , or the Agreement shall renew on a month to month basis. The date of this notice will be the starting point for the negotiation window under section 252 of the Act. This Agreement will terminate on the date a successor agreement is approved by the Commission. Prior to the conclusion of the term specified above , CLEC may obtain Interconnection services under the terms and conditions of a then-existing SGAT or agreement to become effective at the conclusion of the term or prior to the conclusion of the term if CLEC so chooses. Proof of Authorization Each Party shall be responsible for obtaining and maintaining Proof of Authorization (POA), as required by applicable federal and state law, as amended from time to time. Qwest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 30- Section 5 Terms and Conditions The Parties shall make POAs available to each other upon request in the event of an allegation of an unauthorized change in accordance with all Applicable Laws and rules and shall be subject to any penalties contained therein. Payment 5.4.Amounts payable under this Agreement are due and payable within thirty (30) calendar Days after the date of invoice, or within twenty (20) calendar Days after receipt of the invoice, whichever is later (payment Due Date). If the payment Due Date is not a business day, the payment shall be due the next business day. 5.4.One Party may discontinue processing orders for the failure of the other Party to make full payment for the relevant services, less any disputed amount as provided for in Section 5.4.4 of this Agreement, for the relevant services provided under this Agreement within thirty (30) calendar Days following the payment Due Date. The Billing Party will notify the other Party in writing at least ten (10) business days prior to discontinuing the processing of orders for the relevant services. If the Billing Party does not refuse to accept additional orders for the relevant services on the date specified in the ten (10) business days notice , and the other Party s non- compliance continues, nothing contained herein shall preclude the Billing Party s right to refuse to accept additional orders for the relevant services from the non-complying Party without further notice. For order processing to resume , the billed Party will be required to make full payment of all charges for the relevant services not disputed in good faith under this Agreement. Additionally, the Billing Party may require a deposit (or additional deposit) from the billed Party, pursuant to this section. In addition to other remedies that may be available at law or equity, the billed Party reserves the right to seek equitable relief including injunctive relief and specific performance. 5.4.The Billing Party may disconnect any and all relevant services for failure by the billed Party to make full payment, less any disputed amount as provided for in Section 5.4.4 of this Agreement, for the relevant services provided under this Agreement within sixty (60) calendar Days following the payment Due Date. The billed Party will pay the applicable reconnect charge set forth in Exhibit A required to reconnect each resold End User Customer line disconnected pursuant to this paragraph. The Billing Party will notify the billed Party in at least ten (10) business days prior to disconnection of the unpaid service(s). In case of such disconnection , all applicable undisputed charges, including termination charges, shall become due. If the Billing Party does not disconnect the billed Party s service(s) on the date specified in the ten (10) business days notice , and the billed Party s noncompliance continues, nothing contained herein shall preclude the Billing Party s right to disconnect any or all relevant services of the non-complying Party without further notice. For reconnection of the non-paid service to occur, the billed Party will be required to make full payment of all past and current undisputed charges under this Agreement for the relevant services. Additionally, the Billing Party will request a deposit (or recalculate the deposit) as specified in Section 5.4.5 and 5.7 from the billed Party, pursuant to this Section. Both Parties agree, however, that the application of this provision will be suspended for the initial three (3) Billing cycles of this Agreement and will not apply to amounts billed during those three (3) cycles. In addition to other remedies that may be available at law or equity, each Party reserves the right to seek equitable relief , including injunctive relief and specific performance. 5.4.4 Should CLEC or Qwest dispute, in good faith, any portion of the nonrecurring charges or monthly Billing under this Agreement, the Parties will notify each other in writing within fifteen (15) calendar Days following the payment Due Date identifying the amount, reason Qwest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 31 - Section 5 Terms and Conditions and rationale of such dispute. At a minimum, CLEC and Owest shall pay all undisputed amounts due. Both CLEC and Owest agree to expedite the investigation of any disputed amounts, promptly provide all documentation regarding the amount disputed that is reasonably requested by the other Party, and work in good faith in an effort to resolve and settle the dispute prior to initiating any other rights or remedies. 5.4.4.If a Party disputes charges and does not pay such charges by the payment Due Date, such charges may be subject to late payment charges. If the disputed charges have been withheld and the dispute is resolved in favor of the Billing Party, the withholding Party shall pay the disputed amount and applicable late payment charges no later than the second Bill Date following the resolution. If the disputed charges have been withheld and the dispute is resolved in favor of the disputing Party, the Billing Party shall credit the bill of the disputing Party for the amount of the disputed charges and any late payment charges that have been assessed no later than the second Bill Date after the resolution of the dispute. If a Party pays the disputed charges and the dispute is resolved in favor of the Billing Party, no further action is required. 5.4.4.If a Party pays the charges disputed at the time of payment or at any time thereafter pursuant to Section 5.4.4., and the dispute is resolved in favor of the disputing Party the Billing Party shall , no later than the second Bill Date after the resolution of the dispute: (1) credit the disputing Party s bill for the disputed amount and any associated interest or (2) pay the remaining amount to CLEC , if the disputed amount is greater than the bill to be credited. The interest calculated on the disputed amounts will be the same rate as late payment charges. In no event, however, shall any late payment charges be assessed on any previously assessed late payment charges. 5.4.4.If a Party fails to dispute a charge and discovers an error on a bill it has paid after the period set forth in section 5.4.4, the Party may dispute the bill at a later time through an informal process, through an Audit pursuant to the Audit provision of this Agreement, through the Dispute Resolution provision of this Agreement, or applicable state statutes or Commission rules. 5.4.Each Party will determine the other Party s credit status based on previous payment history or credit reports such as Dun and Bradstreet. If a Party has not established satisfactory credit with the other Party according to the above provisions or the Party repeatedly delinquent in making its payments, or the Party is being reconnected after a disconnection of service or discontinuance of the processing of orders by the Billing Party due to a previous nonpayment situation , the Billing Party may require a deposit to be held as security for the payment of charges before the orders from the billed Party will be provisioned and completed or before reconnection of service. "Repeatedly delinquent" means any payment received thirty (30) calendar Days or more after the payment Due Date, three (3) or more times during a twelve (12) month period. The deposit may not exceed the estimated total monthly charges for an average two (2) month period within the 151 three (3) months for all services. The deposit may be a surety bond if allowed by the applicable Commission regulations, a letter of credit with terms and conditions acceptable to the Billing Party, or some other form of mutually acceptable security such as a cash deposit. Required deposits are due and payable within thirty (30) calendar Days after demand. 5.4.Interest will be paid on cash deposits at the rate applying to deposits under applicable Commission regulations. Cash deposits and accrued interest will be credited to the billed Party s account or refunded, as appropriate, upon the earlier of the expiration of the term Qwest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 32- Section 5 Terms and Conditions of the Agreement or the establishment of satisfactory credit with the Billing Party, which will generally be one full year of timely payments of undisputed amounts in full by the billed Party. Upon a material change in financial standing, the billed Party may request and the Billing Party will consider a recalculation of the deposit. The fact that a deposit has been made does not relieve CLEC from any requirements of this Agreement. 5.4.The Billing Party may review the other Party s credit standing and modify the amount of deposit required but in no event will the maximum amount exceed the amount stated in 5.4. 5.4.The late payment charge for amounts that are billed under this Agreement shall be in accordance with Commission requirements. 5.4.Each Party shall be responsible for notifying its End User Customers of any pending disconnection of a non-paid service by the billed Party, if necessary, to allow those Customers to make other arrangements for such non-paid services. Taxes Any federal , state, or local sales , use, excise, gross receipts , transaction or similar taxes, fees or surcharges resulting from the performance of this Agreement shall be borne by the Party upon which the obligation for payment is imposed under Applicable Law, even if the obligation to collect and remit such taxes is placed upon the other Party. However, where the selling Party is permitted by law to collect such taxes, fees or surcharges, from the purchasing Party, such taxes, fees or surcharges shall be borne by the Party purchasing the services. Each Party is responsible for any tax on its corporate existence, status or income. Whenever possible, these amounts shall be billed as a separate item on the invoice. To the extent a sale is claimed to be for resale tax exemption , the purchasing Party shall furnish the providing Party a proper resale tax exemption certificate as authorized or required by statute or regulation by the jurisdiction providing said resale tax exemption. Until such time as a resale tax exemption certificate is provided , no exemptions will be applied. If either Party (the Contesting Party) contests the application of any tax collected by the other Party (the Collecting Party), the Collecting Party shall reasonably cooperate in good faith with the Contesting Party s challenge, provided that the Contesting Party pays any costs incurred by the Collecting Party. The Contesting Party is entitled to the benefit of any refund or recovery resulting from the contest provided that the Contesting Party is liable for and has paid the tax contested. Insurance Each Party shall at all times during the term of this Agreement, at its own cost and expense, carry and maintain the insurance coverage listed below with insurers having a "Best's rating of B+XIII with respect to liability arising from that Party s operations for which that Party has assumed legal responsibility in this Agreement. If either Party or its parent company has assets equal to or exceeding $10 000 000 000, that Party may utilize an Affiliate captive insurance company in lieu of a "Best'" rated insurer. To the extent that the parent company a Party is relied upon to meet the $10,000,000 000 asset threshold , such parent shall be responsible for the insurance obligations contained in this Section 5., to the extent its affiliated Party fails to meet such obligations. 1 Workers' Compensation with statutory limits as required in the state of operation and Employers' Liability insurance with limits of not less than $100,000 each Qwest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 33- Section 5 Terms and Conditions accident. Commercial General Liability insurance covering claims for bodily injury, death , personal injury or property damage occurring or arising out of the use or occupancy of the premises, including coverage for independent contractor s protection (required if any work will be subcontracted), premises-operations, products and/or completed operations and contractual liability with respect to the liability assumed by each Party hereunder. The limits of insurance shall not be less than $1 000,000 each occurrence and $2 000,000 general aggregate limit. Business automobile liability insurance covering the ownership, operation and maintenance of all owned, non-owned and hired motor vehicles with limits of not less than $1 000 000 per occurrence for bodily injury and property damage.1.4 Umbrella/Excess Liability insurance in an amount of $10,000 000 excess of Commercial General Liability insurance specified above. These limits may be obtained through any combination of primary and excess or umbrella liability insurance so long as the total limit is $11 000,000.5 "All Risk" Property coverage on a full replacement cost basis insuring all of CLEC personal property situated on or within the Premises. Each Party will initially provide certificate(s) of insurance evidencing coverage, and thereafter will provide such certificates upon request. Such certificates shall (1) name the other Party as an additional insured under commercial general liability coverage; (2) provide thirty (30) calendar Days prior written notice of cancellation of, material change or exclusions in the policy(s) to which certificate(s) relate; (3) indicate that coverage is primary and not excess , or contributory with , any other valid and collectible insurance purchased by the other Party; and (4) acknowledge severability of interest/cross liability coverage. Force Majeure Neither Party shall be liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control and without its fault or negligence including, without limitation , acts of nature, acts of civil or military authority, government regulations embargoes, epidemics, terrorist acts, riots, insurrections, fires , explosions, earthquakes, nuclear accidents, floods, work stoppages, power blackouts, volcanic action, other major environmental disturbances, or unusually severe weather conditions (collectively, a Force Majeure Event). Inability to secure products or services of other Persons or transportation facilities or acts or omissions of transportation carriers shall be considered Force Majeure Events to the extent any delay or failure in performance caused by these circumstances is beyond the Party s control and without that Party s fault or negligence. The Party affected by a Force Majeure Event shall give prompt notice to the other Party, shall be excused from performance of its obligations hereunder on a Day to Day basis to the extent those obligations are prevented by the Force Majeure Event, and shall use reasonable efforts to remove or mitigate the Force Majeure Event. In the event of a labor dispute or strike the Parties agree to provide service to each other at a level equivalent to the level they provide themselves. Limitation of Liability Each Party s liability to the other Party for any loss relating to or arising out of any Qwest Idaho SGAT - Third Revision , May 24,2002 (July 25 2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 34- Section 5 Terms and Conditions act or omission in its performance under this Agreement, whether in contract, warranty, strict liability, or tort, including (without limitation) negligence of any kind , shall be limited to the total amount that is or would have been charged to the other Party by such breaching Party for the service(s) or function(s) not performed or improperly performed. Each Party s liability to the other Party for any other losses shall be limited to the total amounts charged to CLEC under this Agreement during the contract year in which the cause accrues or arises. Payments pursuant to the QPAP should not be counted against the limit provided for in this SGAT Section. Neither Party shall be liable to the other for indirect, incidental, consequential, or special damages, including (without limitation) damages for lost profits, lost revenues, lost savings suffered by the other Party regardless of the form of action, whether in contract warranty, strict liability, tort, including (without limitation) negligence of any kind and regardless of whether the Parties know the possibility that such damages could result. If the Parties enter into a Performance Assurance Plan under this Agreement , nothing in this Section 5.2 shall limit amounts due and owing under any Performance Assurance Plan. ntentionally Left Blank.8.4 Nothing contained in this Section shall limit either Party s liability to the other for (i) willful or intentional misconduct or (ii) damage to tangible real or personal property proximately caused solely by such Party s negligent act or omission or that of their respective agents, subcontractors, or employees. Nothing contained in this Section 5.shall limit either Party obligations of indemnification specified in this Agreement, nor shall this Section 5.8 limit a Party s liability for failing to make any payment due under this Agreement. ntentionally Left Blank. Indemnity The Parties agree that unless otherwise specifically set forth in this Agreement the following constitute the sole indemnification obligations between and among the Parties: Each of the Parties agrees to release, indemnify, defend and hold harmless the other Party and each of its officers, directors, employees and agents (each an Indemnitee) from and against and in respect of any loss, debt, liability, damage obligation , claim , demand, judgment or settlement of any nature or kind , known or unknown , liquidated or unliquidated including, but not limited to , reasonable costs and expenses (including attorneys' fees), whether suffered, made, instituted , or asserted by any Person or entity, for invasion of privacy, bodily injury or death of any Person or Persons, or for loss , damage to, or destruction of tangible property, whether or not owned by others, resulting from the Indemnifying Party s breach of or failure to perform under this Agreement, regardless of the form of action, whether in contract, warranty, strict liability, or tort including (without limitation) negligence of any kind. In the case of claims or loss alleged or incurred by an End User Customer of either Party arising out of or in connection with services provided to the End User Customer by the Party, the Party whose End User Customer alleged or incurred such claims or loss (the Indemnifying Party) shall defend and indemnify the other Party and each of its officers, directors, employees and agents (collectively the Indemnified Owest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 35- Section 5 Terms and Conditions Party) against any and all such claims or loss by the Indemnifying Party , End User Customers regardless of whether the underlying service was provided or Unbundled Element was provisioned by the Indemnified Party, unless the loss was caused by the willful misconduct of the Indemnified Party. The obligation to indemnify with respect to claims of the Indemnifying Party s End User Customers shall not extend to any claims for physical bodily injury or death of any Person or person, or for loss, damage to, or destruction of tangible property, whether or not owned by others, alleged to have resulted directly from the negligence or intentional conduct of the employees contractors, agents, or other representatives of the Indemnified Party. Reserved for Future Use.1.4 For purposes of Section 5., where the Parties have agreed to provision line sharing using a POTS Splitter: "End User Customer" means the DSL provider s End User Customer for claims relating to DSL and the voice service provider s End User Customer for claims relating to voice service. The indemnification provided herein shall be conditioned upon: The Indemnified Party shall promptly notify the Indemnifying Party of any action taken against the Indemnified Party relating to the indemnification. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party s ability to defend such claim. If the Indemnifying Party wishes to defend against such action, it shall give written notice to the Indemnified Party of acceptance of the defense of such action. In such event, the Indemnifying Party shall have sole authority to defend any such action, including the selection of legal counsel , and the Indemnified Party may engage separate legal counsel only at its sole cost and expense. In the event that the Indemnifying Party does not accept the defense of the action, the Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate with the other Party in the defense of any such action and the relevant records of each Party shall be available to the other Party with respect to any such defense. In no event shall the Indemnifying Party settle or consent to any judgment pertaining to any such action without the prior written consent of the Indemnified Party. In the event the Indemnified Party withholds consent, the Indemnified Party may, at its cost, take over such defense, provided that, in such event, the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. Intellectual Property 10.Except for a license to use any facilities or equipment (including software) solely for the purposes of this Agreement or to receive any service solely (a) as provided in this Agreement or (b) as specifically required by the then-applicable federal and state rules and regulations relating to Interconnection and access to Telecommunications facilities and services, nothing contained within this Agreement shall be construed as the grant of a license, Qwest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 36- Section 5 Terms and Conditions either express or implied, with respect to any patent, copyright, trade name trade mark, service mark, trade secret, or other proprietary interest or intellectual property, now or hereafter owned controlled or licensable by either Party. Nothing in this Agreement shall be construed as the grant to the other Party of any rights or licenses to trade or service marks. 10.Subject to Section 5., each Party (the Indemnifying Party) shall indemnify and hold the other Party (the Indemnified Party) harmless from and against any loss, cost, expense or liability arising out of a claim that the use of facilities of the Indemnifying Party or services provided by the indemnifying Party provided or used pursuant to the terms of this Agreement misappropriates or otherwise violates the intellectual property rights of any third party. addition to being subject to the provisions of Section 5.2, the obligation for indemnification recited in this paragraph shall not extend to infringement which results from (a) any combination of the facilities or services of the Indemnifying Party with facilities or services of any other Person (including the Indemnified Party but excluding the Indemnifying Party and any of its Affiliates), which combination is not made by or at the direction of the Indemnifying Party or (b) any modification made to the facilities or services of the Indemnifying Party by, on behalf of or at the request of the Indemnified Party and not required by the Indemnifying Party. In the event of any claim, the Indemnifying Party may, at its sole option (a) obtain the right for the Indemnified Party to continue to use the facility or service; or (b) replace or modify the facility or service to make such facility or service non-infringing. If the Indemnifying Party is not reasonably able to obtain the right for continued use or to replace or modify the facility or service as provided in the preceding sentence and either (a) the facility or service is held to be infringing by a court of competent jurisdiction or (b) the Indemnifying Party reasonably believes that the facility service will be held to infringe, the Indemnifying Party shall notify the Indemnified Party and the parties shall negotiate in good faith regarding reasonable modifications to this Agreement necessary to (1) mitigate damage or comply with an injunction which may result from such infringement or (2) allow cessation of further infringement. The Indemnifying Party may request that the Indemnified Party take steps to mitigate damages resulting from the infringement or alleged infringement including, but not limited to, accepting modifications to the facilities or services, and such request shall not be unreasonably denied. 10.To the extent required under applicable federal and state law, Owest shall use its best efforts to obtain , from its vendors who have licensed intellectual property rights to Owest in connection with facilities and services provided hereunder, licenses under such intellectual property rights as necessary for GLEG to use such facilities and services as contemplated hereunder and at least in the same manner used by Owest for the facilities and services provided hereunder. Owest shall notify GLEG immediately in the event that Owest believes it has used its best efforts to obtain such rights, but has been unsuccessful in obtaining such rights. 10.Owest covenants that it will not enter into any licensing agreements with respect to any Owest facilities, equipment or services, including software, that contain provisions that would disqualify GLEG from using or interconnecting with such facilities equipment or services, including software, pursuant to the terms of this Agreement. Owest warrants and further covenants that it has not and will not knowingly modify any existing license agreements for any network facilities, equipment or services, including software, in whole or in part for the purpose of disqualifying GLEG from using or interconnecting with such facilities, equipment or services, including software , pursuant to the terms of this Agreement. To the extent that providers of facilities, equipment, services or software in Owest's network provide Owest with indemnities covering intellectual property liabilities and those indemnities allow a flow-through of protection to Owest Idaho SGAT - Third Revision , May 24, 2002 (July 25, 2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 37- Section 5 Terms and Conditions third parties, Owest shall flow those indemnity protections through to CLEC. 10.4 Except as expressly provided in this Intellectual Property Section, nothing in this Agreement shall be construed as the grant of a license, either express or implied , with respect to any patent, copyright, logo, trademark, trade name, trade secret or any other intellectual property right now or hereafter owned, controlled or licensable by either Party. Neither Party may use any patent, copyright, logo, trademark, trade name, trade secret or other intellectual property rights of the other Party or its Affiliates without execution of a separate agreement between the Parties. 10.Neither Party shall without the express written permission of the other Party, state or imply that: 1) it is connected, or in any way affiliated with the other or its Affiliates; 2) it is part of a joint business association or any similar arrangement with the other or its Affiliates; 3) the other Party and its Affiliates are in any way sponsoring, endorsing or certifying it and its goods and services; or 4) with respect to its marketing, advertising or promotional activities or materials , the resold goods and services are in any way associated with or originated from the other or any of its Affiliates. Nothing in this paragraph shall prevent either Party from truthfully describing the Network Elements it uses to provide service to its End User Customers, provided it does not represent the Network Elements as originating from the other Party or its Affiliates in any marketing, advertising or promotional activities or materials. 10.For purposes of resale only and notwithstanding the above, unless otherwise prohibited by Owest pursuant to an applicable provision herein, CLEC may use the phrase CLEC is a Reseller of Owest Services" (the Authorized Phrase) in CLEC's printed materials provided: 10.The Authorized Phrase is not used in connection with any goods or services other than Owest services resold by CLEC. 10.2 CLEC's use of the Authorized Phrase does not cause End User Customers to believe that CLEC is Owest. 10.The Authorized Phrase, when displayed, appears only in text form (CLEC may not use the Owest logo) with all letters being the same font and point size. The point size of the Authorized Phrase shall be no greater than one fourth the point size of the smallest use of CLEC's name and in no event shall exceed 8 point size. 10.6.4 CLEC shall provide all printed materials using the Authorized Phrase to Owest for its prior written approval. 10.If Owest determines that CLEC's use of the Authorized Phrase causes End User Customer confusion , Owest may immediately terminate CLEC's right to use the Authorized Phrase. 10.Upon termination of CLEC'right to use the Authorized Phrase or termination of this Agreement, all permission or right to use the Authorized Phrase shall immediately cease to exist and CLEC shall immediately cease any and all such use of the Authorized Phrase. CLEC shall either promptly return to Owest or destroy all materials in its possession or control displaying the Authorized Phrase. 10.Owest and CLEC each recognize that nothing contained in this Agreement is Qwest Idaho SGAT - Third Revision, May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 38- Section 5 Terms and Conditions intended as an assignment or grant to the other of any right, title or interest in or to the trademarks or service marks of the other (the Marks) and that this Agreement does not confer any right or license to grant sublicenses or permission to third parties to use the Marks of the other and is not assignable. Neither Party will do anything inconsistent with the other ownership of their respective Marks, and all rights, if any, that may be acquired by use of the Marks shall inure to the benefit of their respective Owners. The Parties shall comply with all Applicable Law governing Marks worldwide and neither Party will infringe the Marks of the other. 10.Upon request, for all intellectual property owned or controlled by a third party and licensed to Qwest associated with the Unbundled Network Elements provided by Qwest under this Agreement, either on the Effective Date or at any time during the term of the Agreement, Qwest shall within ten (10) business days, unless there are extraordinary circumstances in which case Owest will negotiate an agreed upon date, then disclose to CLEC in writing (i) the name of the Party owning, controlling or licensing such intellectual property, (ii) the facilities or equipment associated with such intellectual property, (iii) the nature of the intellectual property, and (iv) the relevant agreements or licenses governing Qwest's use of the intellectual property. Except to the extent Qwest is prohibited by confidentiality or other provisions of an agreement or license from disclosing to CLEC any relevant agreement or license within ten (10) business days of a request by CLEC, Qwest shall provide copies of any relevant agreements or licenses governing Qwest's use of the intellectual property to CLEC. To the extent Qwest is prohibited by confidentiality or other provisions of an agreement or license from disclosing to CLEC any relevant agreement or license, Qwest shall immediately, within ten (10) business days (i) disclose so much of it as is not prohibited, and (ii) exercise best efforts to cause the vendor licensor or other beneficiary of the confidentiality provisions to agree to disclosure of the remaining portions under terms and conditions equivalent to those governing access by and disclosure to Qwest. Warranties 11.EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THAT ALL PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS," WITH ALL FAULTS. 12 Assignment 12.Neither Party may assign or transfer (whether by operation of law or otherwise) this Agreement (or any rights or obligations hereunder) to a third party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to a corporate Affiliate or an entity under its common control; without the consent of the other Party, provided that the performance of this Agreement by any such assignee is guaranteed by the assignor. Any attempted assignment or transfer that is not permitted is void ab initio. Without limiting the generality of the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties' respective successors and assigns. 12.In the event that Owest transfers to any party exchanges including End User Customers that CLEC serves in whole or in part through facilities or services provided by Qwest under this Agreement, the transferee shall be deemed a successor to Qwest's responsibilities hereunder for a period of ninety (90) Days from notice to CLEC of completion of such transfer or Qwest Idaho SGAT - Third Revision, May 24,2002 (July 25 2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 39- Section 5 Terms and Conditions until such later time as the Commission may direct pursuant to the Commission s then applicable statutory authority to impose such responsibilities either as a condition of the transfer or under such other state statutory authority as may give it such power. In the event of such a proposed transfer, Qwest shall use its best efforts to facilitate discussions between CLEC and the Transferee with respect to Transferee s assumption of Qwest's obligations pursuant to the terms of this Agreement. 12.Nothing in this section is intended to restrict CLEC'rights to opt into Interconnection Agreements under ~ 252 of the Act. Default 13.If either Party defaults in the payment of any amount due hereunder, or if either Party violates any other material provision of this Agreement , and such default or violation shall continue for thirty (30) calendar Days after written notice thereof, the other Party may seek relief in accordance with the Dispute Resolution provision of this Agreement. The failure of either Party to enforce any of the provisions of this Agreement or the waiver thereof in any instance shall not be construed as a general waiver or relinquishment on its part of any such provision but the same shall, nevertheless , be and remain in full force and effect. Disclaimer of Agency 14.Except for provisions herein expressly authorizing a Party to act for another nothing in this Agreement shall constitute a Party as a legal representative or agent of the other Party, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party. Except as otherwise expressly provided in this Agreement, no Party undertakes to perform any obligation of the other Party whether regulatory or contractual, or to assume any responsibility for the management of the other Party s business. Severability 15.In the event that anyone or more of the provisions contained herein shall for any reason be held to be unenforceable or invalid in any respect under law or regulation, the Parties will negotiate in good faith for replacement language as set forth herein. If any part of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability will affect only the portion of this Agreement which is invalid or unenforceable. In all other respects, this Agreement will stand as if such invalid or unenforceable provision had not been a part hereof, and the remainder of this Agreement shall remain in full force and effect. Nondisclosure 16.All information, including but not limited to specifications, microfilm, photocopies, magnetic disks, magnetic tapes, drawings, sketches, models, samples, tools, technical information, data, employee records, maps, financial reports, and market data, (i) furnished by one Party to the other Party dealing with business or marketing plans End User Customer specific, facility specific, or usage specific information , other than End User Customer information communicated for the purpose of providing Directory Assistance or publication of directory database, or (ii) in written , graphic, electromagnetic, or other tangible form and marked at the time of delivery as "Confidential" or "Proprietary , or (iii) communicated and declared to Qwest Idaho SGAT - Third Revision, May 24 2002 (July 25 2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 40- Section 5 Terms and Conditions the receiving Party at the time of delivery, or by written notice given to the receiving Party within ten (10) calendar Days after delivery, to be "Confidential" or "Proprietary" (collectively referred to as "Proprietary Information ), shall remain the property of the disclosing Party. A Party who receives Proprietary Information via an oral communication may request written confirmation that the material is Proprietary Information. A Party who delivers Proprietary Information via an oral communication may request written confirmation that the Party receiving the information understands that the material is Proprietary Information. Each Party shall have the right to correct an inadvertent failure to identify information as Proprietary Information by giving written notification within thirty (30) Days after the information is disclosed. The receiving Party shall from that time forward , treat such information as Proprietary Information. 16.Upon request by the disclosing Party, the receiving Party shall return all tangible copies of Proprietary Information, whether written, graphic or otherwise, except that the receiving Party may retain one copy for archival purposes. 16.Each Party shall keep all of the other Party s Proprietary Information confidential and will disclose it on a need to know basis only. In no case shall retail marketing, sales personnel , or strategic planning have access to such Proprietary Information. The Parties shall use the other Party s Proprietary Information only in connection with this Agreement. Neither Party shall use the other Party s Proprietary Information for any other purpose except upon such terms and conditions as may be agreed upon between the Parties in writing. 16.4 Unless otherwise agreed , the obligations of confidentiality and non-use set forth in this Agreement do not apply to such Proprietary Information as:a) was at the time of receipt already known to the receiving Party free of any obligation to keep it confidential evidenced by written records prepared prior to delivery by the disclosing Party; or is or becomes publicly known through no wrongful act of the receiving Party;c) is rightfully received from a third Person having no direct or indirect secrecy or confidentiality obligation to the disclosing Party with respect to such information; ord) is independently developed by an employee , agent, or contractor of the receiving Party which individual is not involved in any manner with the provision of services pursuant to the Agreement and does not have any direct or indirect access to the Proprietary Information; ore) is disclosed to a third Person by the disclosing Party without similar restrictions on such third person s rights; or is approved for release by written authorization of the disclosing Party; or g) is required to be disclosed by the receiving Party pursuant to Applicable Law or regulation provided that the receiving Party shall give sufficient notice of the requirement to the disclosing Party to enable the disclosing Party to seek protective orders. 16.Nothing herein is intended to prohibit a Party from supplying factual information Qwest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 41 - Section 5 Terms and Conditions about its network and Telecommunications Services on or connected to its network to regulatory agencies including the Federal Communications Commission and the Commission so long as any confidential obligation is protected. In addition either Party shall have the right to disclose Proprietary Information to any mediator, arbitrator, state or federal regulatory body, the Department of Justice or any court in the conduct of any proceeding arising under or relating in any way to this Agreement or the conduct of either Party in connection with this Agreement including without limitation the approval of this Agreement, or in any proceedings concerning the provision of InterLATA services by Owest that are or may be required by the Act. The Parties agree to cooperate with each other in order to seek appropriate protection or treatment of such Proprietary Information pursuant to an appropriate protective order in any such proceeding. 16.Effective Date of this Section. Notwithstanding any other provision of this Agreement, the Proprietary Information provisions of this Agreement shall apply to all information furnished by either Party to the other in furtherance of the purpose of this Agreement, even if furnished before the Effective Date. 16.Each Party agrees that the disclosing Party could be irreparably injured by a breach of the confidentiality obligations of this Agreement by the receiving Party or its representatives and that the disclosing Party shall be entitled to seek equitable relief , including injunctive relief and specific performance in the event of any breach of the confidentiality provisions of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach of the confidentiality provisions of this Agreement, but shall be in addition to all other remedies available at law or in equity. 16.Nothing herein should be construed as limiting either Party s rights with respect to its own Proprietary Information or its obligations with respect to the other Party s Proprietary Information under Section 222 of the Act. 16.Forecasts provided by either Party to the other Party shall be deemed Confidential Information and the Parties may not distribute, disclose or reveal, in any form , this material other than as allowed and described in subsections 5.16.1 and 5.16. 16.The Parties may disclose, on a need to know basis only, CLEC individual forecasts and forecasting information disclosed by Owest, to Owest's legal personnel in connection with their representation of Owest in any dispute regarding the quality or timeliness of the forecast as it relates to any reason for which CLEC provided it to Owest under this Agreement, as well as to CLEC's wholesale account managers, wholesale LIS and Collocation product managers, network and growth planning personnel responsible for preparing or responding to such forecasts or forecasting information. In no case shall retail marketing, sales or strategic planning have access to this forecasting information. The Parties will inform all of the aforementioned personnel with access to such Confidential Information , of its confidential nature and will require personnel to execute a nondisclosure agreement which states that, upon threat of termination , the aforementioned personnel may not reveal or discuss such information with those not authorized to receive it except as specifically authorized by law. Violations of these requirements shall subject the personnel to disciplinary action up to and including termination of employment. 16.Upon the specific order of the Commission, Owest may provide the forecast information that CLECs have made available to Owest under this Agreement, provided that Owest shall first initiate any procedures necessary to Owest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 42- Section 5 Terms and Conditions protect the confidentiality and to prevent the public release of the information pending any applicable Commission procedures and further provided that Qwest provides such notice as the Commission directs to CLEC involved, in order to allow it to prosecute such procedures to their completion. 16.The Parties shall maintain confidential forecasting information in secure files and locations such that access to the forecasts is limited to the personnel designated in subsection 5.16.1 above and such that no other personnel have computer access to such information. Survival 17.Any liabilities or obligations of a Party for acts or omissions prior to the termination of this Agreement, and any obligation of a Party under the provisions regarding indemnification Confidential or Proprietary Information, limitations of liability, and any other provisions of this Agreement which, by their terms, are contemplated to survive (or to be performed after) termination of this Agreement, shall survive cancellation or termination hereof. Dispute Resolution 18.If any claim , controversy or dispute between the Parties , their agents , employees, officers, directors or affiliated agents should arise , and the Parties do not resolve it in the ordinary course of their dealings (the "Dispute ), then it shall be resolved in accordance with this Section. Each notice of default, unless cured within the applicable cure period , shall be resolved in accordance herewith. Dispute resolution under the procedures provided in this Section 5.18 shall be the preferred, but not the exclusive remedy for all disputes between Owest and CLEC arising out of this Agreement or its breach. Each Party reserves its rights to resort to the Commission or to a court, agency, or regulatory authority of competent jurisdiction. Nothing in this Section 5.18 shall limit the right of either Owest or CLEC, upon meeting the requisite showing, to obtain provisional remedies (including injunctive relief) from a court before, during or after the pendancy of any arbitration proceeding brought pursuant to this Section 5.18. However, once a decision is reached by the Arbitrator, such decision shall supersede any provisional remedy. 18.At the written request of either Party (the Resolution Request), and prior to any other formal dispute resolution proceedings, each Party shall within seven (7) calendar Days after such Resolution Request designate a vice-presidential level employee or a representative with authority to make commitments to review, meet, and negotiate, in good faith, to resolve the Dispute. The Parties intend that these negotiations be conducted by non-lawyer, business representatives, and the locations, format, frequency, duration, and conclusions of these discussions shall be at the discretion of the representatives. By mutual agreement, the representatives may use other procedures, such as mediation, to assist in these negotiations. The discussions and correspondence among the representatives for the purposes of these negotiations shall be treated as Confidential Information developed for purposes of settlement, and shall be exempt from discovery and production , and shall not be admissible in any subsequent arbitration or other proceedings without the concurrence of both of the Parties. 18.If the vice-presidential level representatives or the designated representative with authority to make commitments have not reached a resolution of the Dispute within fifteen (15) calendar Days after the Resolution Request (or such longer period as agreed to in writing by the Parties), or if either Party fails to designate such vice-presidential level representative or their Qwest Idaho SGAT - Third Revision , May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 43- Section 5 Terms and Conditions days after the appellant's receipt of the decision challenged. During the pendency of any such challenge, any injunction ordered by the Arbitrator shall remain in effect, but the enjoined Party may make an application to the Arbitrator for appropriate security for the payment of such costs and damages as may be incurred or suffered by it if it is found to have been wrongfully enjoined, if such security has not previously been ordered. If the authority of competent jurisdiction determines that it will review, a decision granting or denying application for preliminary injunctive relief, such review shall be conducted on an expedited basis. 18.3.4 To the extent that any information or materials disclosed in the course of an arbitration proceeding contain proprietary, trade secret or Confidential Information of either Party, it shall be safeguarded in accordance with Section 5.16 of this Agreement, or if the Parties mutually agree, such other appropriate agreement for the protection of proprietary, trade secret or Confidential Information that the Parties negotiate. However nothing in such negotiated agreement shall be construed to prevent either Party from disclosing the other Party information to the Arbitrator in connection with or anticipation of an arbitration proceeding, provided, however, that the Party seeking to disclose the information shall first provide fifteen (15) calendar Days notice to the disclosing Party so that that Party, with the cooperation of the other Party, may seek a protective order from the arbitrator. Except as the Parties otherwise agree, or as the Arbitrator for good cause orders, the arbitration proceedings, including hearings, briefs, orders , pleadings and discovery shall not be deemed confidential and may be disclosed at the discretion of either Party, unless it is subject to being safeguarded as proprietary, trade secret or Confidential Information, in which event the procedures for disclosure of such information shall apply. 18.4 Should it become necessary to resort to court proceedings to enforce a Party compliance with the dispute resolution process set forth herein , and the court directs or otherwise requires compliance herewith, then all of the costs and expenses, including its reasonable attorney fees, incurred by the Party requesting such enforcement shall be reimbursed by the non-complying Party to the requesting Party. 18.No Dispute, regardless of the form of action , arising out of this Agreement, may be brought by either Party more than two (2) years after the cause of action accrues. 18.Nothing in this Section is intended to divest or limit the jurisdiction and authority of the Commission or the FCC as provided by state and federal law. 18.In the event of a conflict between this Agreement and the rules prescribed by the AAA or J.A.M.S.lEndispute, this Agreement shall be controlling. 18.This Section does not apply to any claim, controversy or Dispute between the Parties, their agents, employees, officers, directors or affiliated agents concerning the misappropriation of use of intellectual property rights of a Party, including, but not limited to, the use of the trademark, tradename, trade dress or service mark of a Party. 19 Controlling Law 19.This Agreement is offered by Qwest and accepted by CLEC in accordance with applicable federal law and the state law of Idaho. It shall be interpreted solely in accordance Owest Idaho SGAT - Third Revision , May 24 2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc./ID/CDS-040223-0009 - 45- Section 5 Terms and Conditions with applicable federal law and the state law of Idaho. Responsibility for Environmental Contamination 20.Neither Party shall be liable to the other for any costs whatsoever resulting from the presence or release of any Environmental Hazard that either Party did not introduce to the affected work location. Both Parties shall defend and hold harmless the other, its officers, directors and employees from and against any losses, damages, claims, demands, suits liabilities, fines, penalties and expenses (including reasonable attorneys' fees) that arise out of or result from (i) any Environmental Hazard that the Indemnifying Party, its contractors or agents introduce to the Work Locations or (ii) the presence or release of any Environmental Hazard for which the Indemnifying Party is responsible under Applicable Law. 20.In the event any suspect materials within Owest-owned, operatea or leased facilities are identified to be asbestos containing, CLEC will ensure that to the extent any activities which it undertakes in the facility disturb such suspect materials, such CLEC activities will be in accordance with applicable local, state and federal environmental and health and safety statutes and regulations. Except for abatement activities undertaken by CLEC or equipment placement activities that result in the generation of asbestos-containing material CLEC does not have any responsibility for managing, nor is it the owner of, nor does it have any liability for, or in connection with , any asbestos-containing material. Owest agrees to immediately notify CLEC if awest undertakes any asbestos control or asbestos abatement activities that potentially could affect CLEC personnel, equipment or operations, including, but not limited to, contamination of equipment. Notices 21.Any notices required by or concerning this Agreement shall be in writing and shall be sufficiently given if delivered personally, delivered by prepaid overnight express service, or sent by certified mail , return receipt requested, or by email where specified in this Agreement to awest and CLEC at the addresses shown below: awest Corporation Director, Interconnection Agreements 1801 California, Room 2420 Denver, CO 80202 Phone: 303-965-3029 Fax: 303-896-7077 Email- intagree~qwest.com With copy to: awest Law Department Attn: Corporate Counsel, Interconnection 1801 California Street, 49th Floor Denver, CO 80202 and to CLEC at the address shown below: BridgeBand Communicatons, Inc. Jon Hess, V. 514 S. 23rd Street Bozeman , Montana 59718 Phone 406-222-6037 Fax - 406-222-6040 Email- jh045~bridgeband.net If personal delivery is selected to give notice, a receipt acknowledging such delivery must be obtained. Each Party shall inform the other of any change in the above contact Person and/or Qwest Idaho SGAT - Third Revision, May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications, Inc.lID/CDS-040223-0009 - 46- Section 5 Terms and Conditions address using the method of notice called for in this Section 5.21. Responsibility of Each Party 22.Each Party is an independent contractor, and has and hereby retains the right to exercise full control of and supervision over its own performance of its obligations under this Agreement and retains full control over the employment, direction, compensation and discharge of all employees assisting in the performance of such obligations. Each Party will be solely responsible for all matters relating to payment of such employees, including compliance with social security taxes, withholding taxes and all other regulations governing such matters. Each Party will be solely responsible for proper handling, storage , transport and disposal at its own expense of all (i) substances or materials that it or its contractors or agents bring to , create or assume control over at Work Locations, and (ii) Waste resulting therefrom or otherwise generated in connection with its or its contractors' or agents ' activities at the Work Locations. Subject to the limitations on liability and except as otherwise provided in this Agreement, each Party shall be responsible for (i) its own acts and performance of all obligations imposed by Applicable Law in connection with its activities, legal status and property, real or personal , and (ii) the acts of its own Affiliates, employees, agents and contractors during the performance of that Party s obligations hereunder. No Third Party Beneficiaries 23.The provisions of this Agreement are for the benefit of the Parties and not for any other Person. This Agreement will not provide any Person not a Party to this Agreement with any remedy, claim, liability, reimbursement, claim of action, or other right in excess of those existing by reference in this Agreement. Reserved for Future Use. 24.Reserved for Future Use. Publicity 25.Neither Party shall publish or use any publicity materials with respect to the execution and delivery or existence of this Agreement without the prior written approval of the other Party. Nothing in this section shall limit a Party s ability to issue public statements with respect to regulatory or judicial proceedings. Executed in Counterparts 26.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original; but such counterparts shall together constitute one and the same instrument. 27 Compliance 27.Each Party shall comply with all applicable federal , state, and local laws, rules and regulations applicable to its performance under this Agreement. Without limiting the foregoing, Qwest and GLEG agree to keep and maintain in full force and effect all permits , licenses certificates, and other authorities needed to perform their respective obligations hereunder. Owest Idaho SGAT - Third Revision , May 24,2002 (July 25,2002 Errata) 23-04/swd-ms/BridgeBand Communications , Inc.lID/CDS-040223-0009 - 47- WE- T 04- see case file for complete interconnection agreement