Coop Exhibit O

Coop Exhibit O

Qwest Corporation
1801 California, Rm 2410
Denver, CO 80202
Phone 303 965-3887
Fax 303-965-4667
Nancy J. Donahue
Lead Business Development Analyst

August 14, 2001

Carl Oppedahl
Ruby Ranch Internet Cooperative Association
Oppedahl & Larson LLP
P.O. Box 5088
Dillon, CO 80435-5088

Re: Lease of subloops

Dear Mr. Oppedahl:

This letter is in response to your letters dated July 29, 2001 and August 2, 2001. The purpose of this letter is to clarify what appears to be a misunderstanding between the parties.

In our discussion on June 11, 2001, you agreed to provide to Qwest Corporation (“Qwest”) a red-line of the draft template agreement, sent to you by Heidi Higer on June 1, 2001, for the purposes of negotiating an Interconnection Agreement between the parties. In the past we have found this to be an efficient approach to negotiations. However, on July 2, 2001, you responded with a proposed contract that would incorporate Qwest’s Statement of Generally Available Terms and Conditions ("SGAT") and identify the exceptions to those terms. As discussed previously, such an approach would result in the SGAT becoming an attachment and result in a yet larger document. We agreed to “pare down” the template by removing sections not applicable and where appropriate (e.g., collocation, resale, directory listings/assistance etc.). We also agreed to discuss the issues from your proposed contract and the terms & conditions that would be incorporated into the “pared down” agreement. Ruby Ranch Internet Cooperative Association (“Ruby Ranch”) proposed jointly reviewing the template draft document page by page.

Based on the address provided on our last call, Ruby Ranch is within Zone 1. Therefore, the monthly recurring rate for a two-wire analog non-loaded distribution loop is $15.12. As we discussed in our meetings with Ruby Ranch, this rate, along with the zone structure, was ordered by the Colorado Public Utilities Commission in Decision No. C97-739, Docket No. 96A-331T adopted July 16, 1997.

With respect to your question regarding the non recurring charge of $126.49 for a 2 -Wire Analog and Non Loaded Distribution Loop, this rate is based on the Total Element Long-Run Incremental Cost (TELRIC). A 2 -Wire Analog and Non Loaded Distribution Loop is a Qwest-provided facility without load coils and excess bridge taps from the Qwest accessible terminal to the demarcation point or Network Interface Device (NID) at the end user location. If Ruby Ranch requests a Non-Loaded Unbundled Distribution Loop and there are none available, Qwest will contact you to determine whether you wish to have Qwest unload a Loop. If the response is affirmative, Qwest will dispatch a technician to "condition" the Distribution Loop by removing load coils and bridge taps. Ruby Ranch may be charged the cable unloading and bridged taps removal nonrecurring charge, in addition to the Unbundled Loop installation nonrecurring charge. If a Qwest technician is dispatched and no load coils or bridge taps are removed, the nonrecurring conditioning charge will not apply.

As we previously discussed, the Feasibility Fee/Quote Preparation Fee of $1,707 is a TELRIC rate developed through a cost study to determine the cost associated with the provisioning of a Field Connection Point (FCP). Qwest can not provide any estimate of the cost of a field connection point because there is insufficient data at this time. The FCP must be installed and in place before orders for Subloop elements can be processed. FCP is a demarcation point that allows the Co-Provider to interconnect with Qwest outside of the central office location where it is technically feasible. The FCP interconnects your facilities to a terminal block within the accessible terminal. The terminal block allows a technician to access and combine Unbundled Subloop elements.

Qwest believes that the rates for access to unbundled network elements presented to Ruby Ranch are just, reasonable, and nondiscriminatory as required under Section 251(d)(1) of the Telecommunications Act of 1996 (“The Act”). The Act requires the state Commissions to set prices for interconnection and unbundled elements that are cost-based, nondiscriminatory, and may include a reasonable profit pursuant to a forward-looking economic cost pricing methodology.

It is my understanding that Ruby Ranch has questioned the rates for access to unbundled network elements and not the cost associated with the exchange of intrastate or interstate traffic. There is no value in debating regulatory jurisdiction with respect to interstate or intrastate traffic based on the fact that you have clearly stated that Ruby Ranch does not propose to exchange any traffic with Qwest. The following reflects the controlling law section of the draft agreement and clearly reflects Qwest’s view with respect to governing law and regulatory authority: ”This Agreement is offered by Qwest and accepted by the Co-Provider in accordance with the terms of the Act and the State law of Colorado. It shall be interpreted solely in accordance with the terms of the Act and the State law of Colorado”.

With respect to Ruby Ranch’s “Special Circumstances” or “Interim Agreement” proposals, Qwest agrees that, as an incumbent LEC, it has an obligation not to discriminate. Qwest has a duty to negotiate in good faith in accordance with section 252 of the Act, and those obligations include the nondiscrimination requirements under Section 251(d)(1) as well. The requesting telecommunications carrier also has the duty to negotiate in good faith the terms and conditions of such agreements.

In support of such nondiscriminatory requirements, approval by the State Commission of the Interconnection Agreement by negotiation or arbitration is required pursuant to section 252 (e)(1) of the Act. Like Ruby Ranch, Qwest would like to move forward in the negotiations of an Interconnection agreement and not debate procedural legal issues.

During our July 26, 2001 meeting, we agreed to determine whether the insurance requirement could be modified based on the fact that Ruby Ranch will not be utilizing collocation. During that discussion you clearly stated that a modification would not be an acceptable solution and that any insurance requirement would be a show stopper for Ruby Ranch. In fact, you reiterated that any insurance requirement would be a show stopper for Ruby Ranch in you letter of August 2, 2001. Qwest is considering your more recent request for a modification to the insurance requirements proposed by Ruby Ranch during our August 2, 2001 meeting. As we agreed, we will provide a response to your proposal during our next meeting scheduled for Wednesday, August 15, 2001.

In your e-mail dated July 29, 2001 you stated, “ We seek only to lease copper pairs that Qwest does not use and would never use.” However, future demands for services provisioned by Qwest may require utilization of such copper pairs.

In addition, you stated: “We are aware that Qwest has plans to increase capacity via installation of a digital loop carrier terminal within our neighborhood, served by newly installed optical fiber.” I understand Qwest is discussing the possibility of increasing capacity via installation of a digital loop carrier terminal, but there are no firm plans to do so at this time.

During our first meeting on July 26, 2001 we agreed to check into the possibility of accepting orders from Ruby Ranch for subloops via fax. During our second meeting on August 2, 2001, we agreed to accept orders for subloops via fax with a limitation of a maximum of ten (10) orders. Qwest agrees to incorporate language that reflects this agreement in the contract. In the event that Ruby Ranch desires to place an order via Qwest’s Operational Support Systems (OSS), a Qwest representative shall provide assistance to Ruby Ranch in terms of implementing and utilizing all of the available OSS functions.

A Letter of Authorization is one of the acceptable forms of documentation for a Co-Provider to provide Proof of Authoriazation (POA). Prior to placing orders on behalf of an end user, the Co-Provider shall be responsible for obtaining and having in its possession a POA. The Parties shall make POAs available to each other upon request in accordance with applicable laws and rules.

With respect to the issue of whether Qwest has an obligation to negotiate with Ruby Ranch under Sections 251 and 252 of the Act, this is a question of an Incumbent LEC’s obligations under 251 and 252 of the Act, it is not a question of good faith. Based on our internal discussions, we are prepared to move forward in our negotiations in accordance with Sections 251 and 252 of the Act.

Qwest agrees to incorporate language that reflects the agreement by the parties for a three-year term of the agreement, contingent as you have suggested, on the execution of the agreement by both parties.

We look forward to meeting with you on Wednesday, August 15, 2001.

Sincerely,

Nancy J. Donahue