Contract analysis

I. WITNESS BACKGROUND AND ROLE A. Witness Profile Sean Calloway currently holds the position of Director of Construction Management at Northgate Fiber Americas Inc. ("NFA"), an indirect wholly owned subsidiary of Northgate Telecommunications PLC ("NTP" or "Northgate"). His principal office is located at 600 Lexington Avenue, 28th Floor, New York, NY 10022. In his capacity as Director of Construction Management, Callo

II. KEY THEMES FOR CALLOWAY TESTIMONY A. Primary Defense Themes The following five themes constitute the core narrative that Calloway's testimony should support. Each theme is grounded in the documentary record, and Calloway's firsthand knowledge and contemporaneous documentation are essential to establishing these themes as factual predicates for Northgate's legal defenses. Theme 1: Material Schedule Breach. Meridia

III. ANTICIPATED AREAS OF EXAMINATION BY PLAINTIFF'S COUNSEL The examining attorney is expected to be Thomas Deluca, Lead Partner at Hargrove, Deluca & Stein LLP ("HDS"), whose offices are located at 51 West 52nd Street, 40th Floor, New York, NY 10019. Miriam Vasquez, Senior Associate at HDS, may also participate in portions of the examination. Deluca is an experienced commercial litigator with a reputation for thoro

I. Payment Application Review and Disputed Phase 3 Invoices The payment dispute is a significant component of Meridian's damages claims. Over the life of the MCA, Meridian submitted progress payment applications totaling approximately $569,666,670 in gross certified work, of which Northgate paid $512,700,000 (after application of 10 percent retainage and LD deductions). The Phase 3 payments present the most contentio

IV. KEY DOCUMENTS FOR WITNESS REVIEW The following documents should be reviewed by Calloway during the preparation sessions and should be available in organized binders at the deposition. Each document is listed with a brief description of its relevance and the deposition topics to which it relates. A. Contract Documents

1. Master Construction Agreement dated March 15, 2020. The foundational contract document. Calloway should be thoroughly familiar with the following provisions, which are expected to be the subject of extensive questioning: • MCA § 5.3 (Permitting Responsibilities) — Allocation of permitting duties between Owner and Contractor. Central to Meridian's permitting-delay defense. • MCA § 8.2 (Milestone Schedule) — Defines

2. Technical Specification NS-FIBER-2020. The technical standard referenced in MCA § 12.4 that establishes the quality requirements for fiber optic network construction. Calloway should be familiar with the specific performance criteria that formed the basis for NCR issuance, including splice loss tolerances, conduit depth requirements, and route design compliance standards.

3. Notice to Proceed dated April 1, 2020. The formal notice commencing the MCA performance period. B. NCR Documentation

4. Complete set of 287 NCRs. Organized by phase and milestone, with dates of issuance, defect descriptions, severity classifications (critical versus non-critical), and cure status (open, cured, partially cured). Calloway should be familiar with this complete set and should be prepared to discuss the overall patterns and specific examples.

5. The 43 critical NCRs. Separately tabbed and organized for quick reference. These NCRs involve splice loss exceedances (fiber connections failing to meet the specified maximum loss per splice), improper conduit depth findings (conduit buried at depths less than the minimum specified by NS-FIBER-2020), and unauthorized route deviations (construction along routes not approved in the design documents). Calloway should

6. The 12 additional critical NCRs from February 2024. These NCRs are particularly significant because they were issued during the cure period following Cure Notice No. 1 and were cited in Northgate's rejection of Meridian's Corrective Action Plan. Calloway should be prepared to testify about the circumstances of their issuance, including the field inspections that generated them and whether they arose from routine i

7. Calloway's monthly QA reports. Reports prepared by Calloway during Phase 2 documenting quality defects, NCR trends, and Meridian's quality performance. These contemporaneous reports are powerful evidence because they reflect Calloway's real-time assessments, not post-hoc characterizations.

8. Internal NFA QA team reports and field inspection records. Supporting documentation prepared by Calloway's QA team members who conducted field inspections. These records provide the underlying measurement data and observations that formed the basis for NCR issuance.

9. NCR summary spreadsheet prepared by Yuki Nakamura. A comprehensive spreadsheet cataloging all 287 NCRs with remediation cost estimates. The summary shows estimated remediation costs of $11.825 million for the 43 critical NCRs (based on an average estimated cost of $275,000 per critical NCR) and $6.466 million for the 244 non-critical NCRs (based on an average estimated cost of $26,500 per non-critical NCR), for a

10. Cure Notice No. 1 — January 18, 2024. From Renata Voss, citing three bases for material breach: MS8 schedule failure, Phase 3 mobilization shortfall, and accumulation of 43 critical NCRs. Demands cure within 30 calendar days per MCA § 14.1.

11. Meridian's response — February 2, 2024. From Victor Sandoval, disputing the material breach characterization. Cites municipal permit delays, 14 unformalised scope changes, and COVID-19/force majeure impacts.

12. Cure Notice No. 2 — February 19, 2024. From Northgate, deeming continuing material breach and demanding a comprehensive remediation plan within 15 calendar days.

13. Meridian's Corrective Action Plan — March 5, 2024. Proposes accelerated schedule, additional crews, 9-month schedule extension, and $87 million in additional compensation.

14. Northgate's rejection of Corrective Action Plan — March 12, 2024. Cites substantive deficiencies of the plan and the 12 new critical NCRs issued in February 2024.

15. Notice of Termination for Cause — April 1, 2024. Issued under MCA § 14.1, effective immediately.

16. Meridian's contestation of termination — April 8, 2024. Meridian's formal dispute of the termination, which ultimately led to the commencement of this action. D. Milestone and Schedule Documents

17. Master project schedule (baseline and updated versions). The baseline schedule as established at the Notice to Proceed, together with all subsequent updates and revisions. The schedule versions show the progressive deterioration of schedule performance.

18. Milestone completion certificates (MS1–MS7) with actual versus planned dates. Formal certifications issued by Calloway upon completion of each milestone, documenting the actual completion date relative to the planned date.

19. Phase 1 milestone completion records: MS1–MS4. Phase 1 covered approximately 3,200 route miles. Milestones MS1, MS2, and MS4 were completed on or near schedule. MS3 was completed 47 days late (target: August 28, 2021; actual: October 14, 2021).

20. Phase 2 milestone completion records: MS5 through MS8. MS5 completed 22 days late; MS6 completed 68 days late; MS7 completed 91 days late; MS8 never completed, with 134 days of delay accrued at termination.

21. Phase 3 progress records. Documenting that approximately 340 of 9,700 route miles (3.5 percent) were completed at the time of termination.

22. LD assessment letter dated November 5, 2021 (MS3). Assessing LDs of $8,225,000 (47 days × $175,000 per day) and deducting from subsequent progress payments.

23. Subsequent LD assessment letters for MS5–MS8. Assessing the LD amounts set forth in the table in Section III.H above. E. Payment and Financial Documents

24. Monthly progress payment applications and certifications for all phases. Complete set of payment applications submitted by Meridian, with Calloway's review notations and certification decisions.

25. Phase 3 payment applications. The specific subset showing $48.2 million submitted, $31.7 million approved and paid, and $16.5 million disputed, with documentation of the basis for each disputed amount.

26. Retainage tracking records. Records showing the accumulation of 10 percent retainage on all certified work, totaling $56,966,667.

27. LD deduction records applied to payment applications. Records showing the application of LD assessments as deductions from progress payments. F. Communications

28. All email correspondence between Calloway and Marcus Henley (Meridian). The complete set of produced communications between the two primary project counterparts. These should be reviewed in their entirety during preparation sessions.

29. All email correspondence between Calloway and Renata Voss. Communications between Calloway and his direct superior, documenting the escalation of concerns, reporting on project status, and discussions regarding the cure notice and termination process.

30. Any text messages or other informal communications between Calloway and Meridian personnel. Including text messages, Meridian Services Inc. messages, or other messaging platform communications. These are often the most problematic documents because they tend to be more informal and candid than email correspondence.

31. Internal NFA communications regarding scope changes, permitting, and field decisions. Communications among NFA personnel (not involving outside counsel) that address the disputed topics of scope changes, permitting responsibility, and field-level decision-making.

32. Calloway's communications with NFA legal team (Dominic Hale). These should be reviewed for privilege issues. Communications between Calloway and Hale (or other members of NTP's legal department) may be protected by attorney-client privilege, but the privilege must be properly asserted and the existence of the communications may be subject to inquiry. G. Renata Voss Deposition Transcript

33. Voss deposition transcript (November 12–13, 2024). This transcript should be reviewed carefully for consistency points and for areas where Calloway's testimony may be tested against Voss's. Particular attention should be paid to Voss's testimony regarding: the cure notice decision-making process, her reliance on Calloway's field assessments, the NCR classification process, the allocation of permitting responsibil

V. PRIVILEGE LANDMINES AND INSTRUCTION POINTS A. Attorney-Client Privilege Calloway, as a senior NFA employee directly involved in the cure notice and termination process, likely communicated with Dominic Hale (NTP General Counsel) and with Calderwood & Harkness attorneys regarding the cure notice strategy, the termination decision, and matters relating to this litigation. These communications are protected by the at