20251125WOW Response Exhibit 2.pdf

RESPONSE EXHIBIT TWO

Avista Utilities III:
1411 East Mission MSC-50 li
VISTAW
PO Box 3727 �ltlllt6l'S
Spokane,Washington 99220-3727 V
Telephone [phone]
Toll Free 800-727-9170
Facsimile 509-495-8573
September 3, 2009
Wired or Wireless, Inc/AIR-PIPE
Mr. William Geibel, Jr.
17813 E. Appleway Avenue
Spokane Valley, WA 990016
Subject: Joint Use Master License Agreement to Wired or Wireless, Inc dba Air Pipe for
Signature
Dear Mr. Geibel:
Thank you for your time the other day to discuss your business's intentions to acquire some existing
cable TV systems within Avista's service territory.
Enclosed are two original Joint Use Master License Agreements between Wired or Wireless, Inc dba
Air Pipe (Wired/Wireless) and Avista Utilities. Please have both agreements signed on the two pages
with signature arrows and return to me. I will have the signing completed and return one to you for
your file. You may keep the Exhibits for your use. My mailing address is:
Avista Utilities
PO Box 3727
Spokane, WA 99220
Attn: Janine Seibel—MSC 50
The Avista pole counts on record for the communities your business is interested in acquiring are as
follows: Hope/Clark Fork cable TV system is attached to 377 Avista owned poles. The cable TV
system in Malden is attached to 82 Avista owned poles. Verizon Communications serves these
communities and owns poles, also. The TV facilities are likely attached on poles owned by Verizon and
you would need to secure a separate pole attachment agreement with them. Wired/Wireless is also
obligated to notify the governing authorities in each of these communities about its intent on these
acquisitions and obtain a franchise agreement if one is required.
A Certificate of Liability Insurance is due immediately based on the terms in the enclosed Agreement
naming Avista Utilities as additionally insured. Please have this sent to me at the same address noted
above.
I have also enclosed a copy of the Joint Use Check list and of Avista's Joint Use Overhead
Construction Standards. These Standards need to apply to all the facilities you have acquired.
Please be advised that the cable TV systems you are inquiring to purchase/take over will be on an "as
is" basis. It will be Wired/Wireless's responsibility to bring any of the installations to code compliance.
The Performance Bond requirement of the Agreement would be payable to Avista Utilities to cover the
terms and provisions of the Agreement, including but not limited to, an inspection audit to identify and
An affiliate of Avista Corp.

correct pole attachments that are not in compliance with standards and codes. The amount of this
bond is expected to be $25,000 initially and this amount may change depending on the scope of work
to be determined.
If you have any questions, please feel free to call me at [phone] or Frank Meland at (509)495-
4270.
Sincerely,
C;iAlll�
Janine Seibel
Joint Use Specialist
[e-mail]
Enclosures
2