20250828EX 10 Avista May 15 2024 Settlement Offer Letter.pdf

Exhibit 10
Avista's May 15, 2024 Settlement Offer
Letter

DocuSign Envelope ID:8A76FFCC-72AD-4B8A-853E-F49140220A97
May 15, 2024
VIA: Email and Fed Ex
William B. Geibel, Jr., President
Wired or Wireless, Inc.
17813 E. Appleway Ave.
Spokane Valley, WA 99016
billir .wow-tel.com
RE: Comprehensive Settlement Offer ("Offer") regarding uncured defaults under the Joint Use
Master License Agreement, between Wired or Wireless, Inc./AIR-PIPE ("Licensee" or
"WOW") and Avista Corporation ("Licensor" or "Avista"), dated October 8, 2009 (the
"Agreement").
Dear Mr. Geibel:
Avista is providing WOW with this Offer to cure multiple defaults under the Agreement, as describe in more
detail below:
Default 1: Late Payment of Annual Rent Invoice
Avista provided you with an invoice for 2023 Annual Rental Billing on or about October 25, 2023, in the
amount of$49,053.12, which was due and payable, pursuant to the Agreement, on or about November 24,
2023. Section 5 of the Agreement provides thirty(30)days to pay your rental billing for the prior year. Avista
sent you a Notice of Default for nonpayment on or about February 13, 2024 ("Notice"). As of the date this
Offer, Avista has not received your payment. This delinquency is a default under the Agreement.
Default 2: Refusal to Pay True-Up Rent Invoice
Section 3.6 of Exhibit G of the Agreement, among other things, permits Avista to audit WOW's facilities and
issue true-up invoices based on the results of such audit. After performing an audit,to which your participation
was invited, Avista provided you with an invoice for True-Up Rental Billing on or about December 14, 2023,
in the amount of$334,288.80, which was due and payable pursuant to the Agreement on or about January
13, 2024. Section 3.6(a)(2) of Exhibit G of the Agreement provides thirty (30) days to pay your True-Up
Rental Billing. Avista included this default in the Notice it sent you on or about February 13, 2024. As of the
date this Offer, Avista has not received your payment.
Since your receipt of the Notice, there have been several communications between WOW, its representatives,
and Avista. One issue that was raised was WOW's desire to be charged the cable television rate for its
attachments rather than the telecom rate. Unfortunately, Avista is prohibited by statute from charging WOW the
cable television rate because WOW is a telecom service provider.
Another issue raised by WOW was its desire to use lower attachment numbers than the numbers identified by
Avista in its audit. Avista identified 702 attachments of which 322 were deemed unauthorized, whereas WOW
claimed 561 attachments of which it claims 181 were unauthorized. Although Avista stands by its numbers, in
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DocuSign Envelope ID:8A76FFCC-72AD-4B8A-853E-F49140220A97
Offer—WOW
May 15, 2024
the interest of amicably resolving this matter, Avista is willing to use the WOW attachment numbers to calculate
a revised Annual Rental Billing and a revised True-Up Rental Billing set forth below. As an additional concession,
Avista will eliminate the three (3x) multiplier on unauthorized attachments that is prescribed by the Agreement.
As a result, Avista makes the following comprehensive settlement offer for WOW to cure the aforementioned
defaults and return to doing business with Avista with respect to pole attachments:
■ WOW must pay Avista the revised Annual Rental Billing amount of$39,121.08 within thirty(35)
days of the date of this Offer;
■ WOW must pay Avista the revised True-Up Rental Billing amount of$61,769.40 within thirty(35)
days of date of this Offer;
■ WOW must execute a new Pole License Agreement (the "PLA") to replace the existing
Agreement. Avista will provide WOW with the new PLA within a week after Avista receives
payment of all amounts due as set forth herein; and
■ WOW must execute a definitive Settlement and Release Agreement (the "Settlement
Agreement") with Avista that incorporates the terms of this Offer. Avista will provide the
Settlement Agreement to WOW within a week of WOW providing confirmation that the terms of
this Offer are agreeable.
Notwithstanding any prior conversations with Avista representatives regarding work on WOW's existing
infrastructure, WOW must not make any new attachments or modify existing attachments on Avista's
poles, and Avista will not process any attachment applications from WOW, until all the above conditions of
settlement are met. This is an offer of settlement only, and Avista reserves all rights in connection with the
Agreement and at law.
If you have any questions about this, please feel free to contact me at todd.colton(D_avistacorp.com or 509-495-
2344 or have your lawyer contact me.
Sincerely,
DDo
cuSignedby:� �t 2B4Senior�Counsel
cc: Vern Malensky,
Jesse Butler
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