20250828EX 1 Avista June 21 2024 Letter to WOW.pdf

Exhibit 1
Avista's June 21 , 2024 Letter to WOW

I 11
Gregory C. Hesler
Senior Vice President, General Counsel, Corporate
Secretary and Chief Ethics/Compliance Officer
Avista Corporation
1411 East Mission Avenue, MSC-10
Spokane, Washington 99202
Gre .h�@avistacorp.com
Admitted in Washington and Idaho
June 21, 2024
Copy Via E-Mail
Original Via U.S. Mail
Mr. William B. Geibel, Jr., President
Wired or Wireless, Inc.
17813 E. Appleway Avenue
Spokane Valley, WA 99016
[e-mail]
Dear Mr. Geibel, Jr.:
Thank you for your correspondence, dated June 6, 2024, and addressed to Heather
Rosentrater, President of Avista Corporation ("Avista"). As I mentioned in my recent e-mail,
please direct any further correspondence regarding this matter to my attention.
Your correspondence raises several issues, some of which are more easily resolved than
others. The purpose of this letter is to respond to the concerns raised and propose a potential
resolution of the same. I believe we can agree on most of the issues raised in your letter, save two
items that, for the reasons stated below, are not negotiable from Avista's perspective.
Consequently, please consider the following to be Avista's last, best, and final offer to resolve
rental billing issues up to and through 2023, as they pertain to Wired or Wireless, Inc. ("WOW").
1. Number of Attachments
The first item raised in WOW's June 6, 2024, letter concerns the number of pole attachments
WOW is being charged for. As you note, the parties have agreed, for settlement purposes, to set
the pole count in the Hope and Clarkston area at 561 poles. Your letter also advances a position
on whether this number was arrived at by concession or otherwise. Suffice it to say that, for

purposes of settlement, the parties have agreed on a pole count of 561 poles in the Hope and
Clarkston area. I do not believe additional discussion on this topic is necessary at this point.
2. Telecomm vs. Cable Attachment Rates
The second issue raised is WOW's assertion that it is a cable company entitled to cable company
attachment rates. The fact that WoW may have at one time provided, or even currently provides,
cable television service is not determinative of the appropriate rate category. What matters is that
WoW is offering telecommunications services, even if commingled with other offerings. Though
FCC pole attachment rules are not applicable in Idaho, the FCC rule is that a cable television
provider pays the"telecom rate"if it is providing telecommunications services. Avista follows that
principle. Further,it is our understanding that WoW is registered as a telecommunications provider
(CLEC) with the Idaho Public Service Commission.
Moreover, on its website WOW advertises itself exclusively as a telecommunications company.
For example,under the "Who We Are Section,"WOW advertises itself as "a locally owned high-
speed Internet and phone service provider that uses fixed wireless technology to connect homes
and businesses to the internet." It goes on to state:
Local hotels, hospitals, and radio stations use WOW high-speed Internet services
because of the increased reliability of fixed wireless technology and local customer
service. Families appreciate faster speeds, great customer service and a company that
will not sell or provide private information or browsing habits to third parties. WOW
can provide service to ANY location, but some locations are more cost efficient than
others. WOW specializes in providing service to hard-to-reach business, homes, and
cabins in 11 counties throughout the inland northwest.
It then states:
Internet, phone, networking, and back-up two-way radio systems are all
interrelated services that help distinguish WOW as a premier provider of
telecommunications in the region. (emphasis added)
Again, the services offered by WOW on its website are limited to internet, telephone-VOIP,
Computer Backup, and Business Services, the last of which are described as LAN, WAN design
integration, upgrades, migration, relocation, and support services. There is no mention of cable
television services.
It is worth noting that Avista's position is not dictated by a desire to push WOW into litigation or
to be an"aggressive partner,"as suggested in WOW's correspondence,but given all of the above,
we are unable to agree that WOW should be treated as a cable provider rather than a
telecommunications provider for purposes of its pole attachment rates. Therefore,this is one of the
two issues mentioned above which are not negotiable from Avista's perspective.

3. Past Billing
The same legal and equitable considerations apply to the True-Up Rental Adjustment, which
relates to rental amounts owed by WOW for past years in which it had unreported attachments to
Avista's facilities, and for which no compensation to Avista and its customers has been made.
Under its contract with Avista, WOW has a contractual obligation to obtain authorization for all
attachments to Avista's infrastructure. In addition, the contract obligates WOW to provide rental
compensation to Avista for any such attachments, and grants Avista the right to seek compensation
for unauthorized attachments that were not previously reported or paid for.
While Avista has,in the interest of settlement, agreed to forego seeking the contractually-specified
multiplier for past amounts owed, it has an obligation to seek recoupment of the underlying rental
amounts associated with those attachments. Once again, this is not because Avista seeks to be an
aggressive partner. Rather, because it is now aware of those unauthorized attachments,Avista has
an obligation,on behalf of its customers,to seek appropriate compensation for amounts that should
have been paid from the time those attachments were first made. While WOW may be the
beneficiary of nonpayment for past years beyond the contractual statute of limitations, that does
not provide a basis to avoid payment for the years in which their contractual obligations are still
legally owed. This is the second of the two issues mentioned above which are not negotiable from
Avista's perspective.
4. Stop Work Order
The next item raised in your correspondence is the stop work order that was issued in connection
with the May 15, 2024, letter from Avista to WOW. Here, I do believe we have flexibility. In the
interests of resolution, and as a show of good faith,Avista will lift the stop worker order for thirty
(30) days from the date of this correspondence.
5. Pole License Agreement
Finally,WOW points out that it has not received a draft of a new Pole License Agreement("PLA"),
although the execution of such an agreement is referenced in Avista's May 15, 2024,
correspondence. Avista agrees to reserve negotiation of a new PLA pending WOW's response to
the settlement offer outlined below. While a new PLA will be required to continue doing business
with Avista in the future,that issue can be addressed outside the context of this specific settlement
discussion.
SETTLEMENT OFFER
Given the above,Avista proposes the following settlement of rental billing issues up to and
through 2023, as they pertain to Wired or Wireless, Inc. ("WOW"):

• WOW remits to Avista the Annual Rental Billing amount of$39,121.08 to Avista
within 30 days of this letter;
• WOW remits to Avista the True-Up Rental Billing amount of$61,769.40 to Avista
within 30 days of this letter; and
• WOW and Avista execute a mutually agreeable Settlement and Release Agreement
that incorporates the terms of this offer.
Please advise at your earliest convenience whether this offer is acceptable to WOW.
Sincerely,
Gregory C. Hesler