20250828EX 9 30 Day Notice to Cure Defaults.pdf

Exhibit 9
30 Day Notice to Cure Defaults

February 13, 2024
VIA: Email and Fed Ex
William B. Geibel, Jr., President
Wired or Wireless, Inc.
17813 E. Appleway Ave.
Spokane Valley, WA 99016
bill ir(d,)wow-tel c(
RE: 30 Day Notice to Cure Defaults ("Notice") issued pursuant Section 3.8(a) of Exhibit G of 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 Notice 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, 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. As of the date this Notice, Avista has not
received your payment. This delinquency is a default under the Agreement. In order to cure this default and
become compliant with the Agreement, Avista requires the following:
■ WOW must pay Avista the Annual Rental Billing amount of$49,053.12 within thirty (30) days of
receipt of this Notice.
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 WOWs 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,
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. As of the date this
Notice, Avista has not received your payment. This delinquency is a default under the Agreement.
Moreover, you have on multiple occasions with multiple Avista employees stated that you have no intention
of paying the True-Up Rental Billing, despite the above Agreement provisions, which expressly require WOW
to pay. Nonetheless, in order to cure this default and become compliant with the Agreement, Avista requires
the following:
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30 Day Notice to
Cure Defaults—WOW
February 13, 2024
■ WOW must pay Avista the True-Up Rental Billing amount of$334,288.80 within thirty (30) days
of receipt of this Notice; and
■ 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, including amounts described in Defaults 1, 2 and 3 above, under
the Agreement.
Finally, Avista takes its contractual and regulatory obligations governing all of these matters very seriously and,
similarly, expects all of its Licensees to comply with their contractual and regulatory obligations as a condition of
utilizing Avista's poles. If Avista were simply to ignore these defaults, it could subject Avista to claims that Avista
is discriminating in favor of WOW and against WOW's competitors. Consequently, WOW must not make any
new attachments or modify existing attachments on Avista's poles, and Avista will not process any attachment
applications frorn WOW, until resolution of these defaults. While Avista remains hopeful that these matters can
be resolved promptly and amicably, Avista reserves all other rights in connection with the above defaults and is
prepared to take all necessary action permitted by our Agreement and at law-
If you have any questions about this, please feel free to contact me at todd.colton(cDavistacorp.corn or 509-495-
2344 or have your lawyer contact me.
Sinc
Todd)Colton
Seni yCounsel
cc: Vern Malensky,
Jesse Butler
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