Contract analysis

1. Date Range: Unless otherwise specified in a particular Document Request, the relevant time period for all Requests is from January 1, 2024 through the date of compliance with this Subpoena.

2. Preservation Obligation: You are instructed to preserve all documents, communications, and electronically stored information responsive or potentially responsive to the Document Requests set forth in Schedule A, and to take all reasonable steps to prevent the destruction, alteration, deletion, or loss of any such materials, pending the conclusion of this litigation. This instruction supersedes any document retenti

3. Privilege Log: If you withhold any document responsive to the Document Requests on the ground of attorney-client privilege, work product protection, or any other applicable privilege or immunity, you must provide a privilege log identifying each such document with sufficient detail to permit the requesting party and the Court to assess the applicability of the claimed privilege, consistent with the Court's discove

4. Document Numbering: All produced documents shall bear unique Bates numbers in a sequential format to be agreed upon between the producing and requesting parties, or in the format CRESTLINE-000001 and continuing sequentially.

5. Identification of Custodians: Documents produced in response to this Subpoena shall be identified by custodian or source to the extent practicable. RIGHTS AND OBLIGATIONS OF THE WITNESS Pursuant to CPLR § 2304, you have the right to move to quash or modify this Subpoena on the grounds that it is unreasonable, oppressive, or seeks privileged or otherwise protected materials. Any motion to quash or modify must be ma

1. Frank DiBello, Chief Executive Officer, Crestline Construction Group Inc., 8200 Greensboro Drive, Suite 900, McLean, Virginia 22102 — by personal service and/or by overnight express delivery, together with the witness fee and mileage reimbursement required under CPLR § 2303(a).

2. Thomas Deluca, Esq., Hargrove, Deluca & Stein LLP, Attorneys for Plaintiff Meridian Infrastructure Partners LLC, 51 West 52nd Street, 40th Floor, New York, New York 10019 — by electronic service and by first-class mail, postage prepaid, in accordance with CPLR § 3101(a)(4) notice requirements. ________________________________________ Jeffrey Park Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, New

1. Support Counterclaim II (Excess Completion Costs — $81.7 Million): Elicit testimony establishing that the $712 million Replacement Contract price is reasonable and competitive under prevailing 2024 market conditions, that the scope of the Replacement Contract is substantially the same as the remaining unperformed scope under the MCA, and that the $81.7 million cost differential ($712M minus $630.3M remaining MCA v

2. Support Counterclaim III (Remediation Costs — $18.3 Million): Elicit testimony corroborating the scope and cost of remediation of Meridian's defective work, validating the reasonableness of the per-NCR remediation cost estimates, and confirming that remediation was necessary before Crestline could proceed with new construction on affected segments.

3. Establish Reasonableness of Termination Decision and Rebut Pretext Theory: Elicit testimony demonstrating that Northgate's decision to terminate Meridian and re-procure was a commercially reasonable response to Meridian's material breaches, and directly rebut Meridian's theory that the termination was pretextual — specifically by establishing that the Replacement Contract is more expensive (not less expensive) tha

I. BACKGROUND AND QUALIFICATIONS OF THE WITNESS A. Personal and Professional Background The opening section of the examination should establish DiBello's credentials and position. This is foundational and should be conducted efficiently but thoroughly, as it will be important for the record — particularly if DiBello's deposition testimony is later designated for use at trial, where the jury or the court will need to

1. State your full name for the record.

2. What is your current title and position?

3. What is Crestline Construction Group Inc.? Please describe the company's business, including its principal areas of expertise and its core services.

4. Where is Crestline's principal office located? Does the company maintain offices in any other locations?

5. Is Crestline incorporated in Virginia? When was the company founded?

6. Please describe your educational background, including any relevant degrees, certifications, or professional licenses.

7. How many years have you worked in the telecommunications and fiber-optic infrastructure construction industry?

8. Please describe your career history, including any prior roles at other companies in the industry before joining Crestline.

9. When did you become CEO of Crestline, and what was your role before assuming that position?

10. Approximately how many employees does Crestline currently have?

11. What is Crestline's approximate annual revenue?

12. In what geographic regions does Crestline primarily operate? B. Crestline's Relevant Experience This section establishes Crestline's credibility as a replacement contractor — that Crestline is a sophisticated, experienced firm with the qualifications necessary to assess the quality of Meridian's work and to complete the remaining scope. This is particularly important for establishing the foundation for DiBello's

1. Has Crestline previously performed fiber-optic construction projects of comparable scale to the Northgate fiber build-out program? If so, please describe those projects, including the approximate route miles, contract value, geographic scope, and the identity of the owner or client (to the extent not confidential).

2. Has Crestline performed fiber-optic construction work in the northeastern United States? Specifically, has Crestline performed work in any of the seven states covered by the Northgate fiber build-out program — New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia?

3. Is Crestline familiar with the ANSI/TIA-568 standards for fiber-optic cabling? Does Crestline's workforce regularly perform work to those standards?

4. Is Crestline familiar with the Building Industry Consulting Service International ("BICSI") guidelines for telecommunications infrastructure construction?

5. Prior to submitting Crestline's proposal to NFA, did you or anyone at Crestline review the Northgate Technical Specification NS-FIBER-2020? When did you first review that document?

6. Based on your review of NS-FIBER-2020, were the technical requirements in that specification consistent with industry standards that Crestline regularly works to, or did they impose requirements that were unusual, unreasonable, or difficult to achieve?

7. Has Crestline ever assumed responsibility for completing a construction project that was previously being performed by another contractor? If so, please describe the circumstances of any such project.

II. PROCUREMENT AND AWARD OF THE REPLACEMENT CONTRACT A. Initial Contact and Solicitation This section establishes the timeline and nature of the procurement process that led to the Replacement Contract, and is important for several reasons: (1) it demonstrates the commercial reasonableness of NFA's procurement approach; (2) it establishes whether the procurement was competitive; and (3) it sets up the due diligence

1. When did Crestline first learn that NFA was seeking a contractor to complete the remaining scope of the fiber build-out program? Please identify the approximate date or time frame.

2. How did Crestline learn of this opportunity? Was Crestline contacted directly by NFA, or did Crestline learn of the opportunity through another channel?

3. Who at NFA first contacted Crestline? Was it Renata Voss, Sean Calloway, or another NFA representative?

4. Did NFA issue a formal competitive solicitation — such as a request for proposals or an invitation to bid — or was the Replacement Contract sole-sourced to Crestline?

5. To your knowledge, were other contractors invited to bid on or considered for the remaining scope? If so, how many other contractors were involved, and can you identify any of them?

6. Please describe the timeline of the procurement process, from initial contact through the execution of the Replacement Contract on June 10, 2024. What were the major milestones or phases of the process?

7. Approximately how long did the negotiation process take from the point of initial contact to execution?

8. Who were the principal NFA contacts during the procurement and negotiation process? Were you personally involved in the negotiations, or were other Crestline personnel the primary points of contact? B. Due Diligence on Existing Work This is a critical section of the examination. DiBello's testimony regarding the due diligence Crestline conducted before contracting with NFA is essential for two purposes: (1) it est

1. Before submitting its proposal to NFA, did Crestline conduct due diligence on the work that Meridian had previously performed under the MCA?

2. Please describe the scope and nature of that due diligence process. What steps did Crestline take to assess the condition and quality of Meridian's completed and partially completed work?

3. Was Crestline provided access to the non-conformance reports that had been issued during Meridian's performance? Specifically, was Crestline provided the two hundred eighty-seven (287) NCRs, including the forty-three (43) classified as critical and the two hundred forty-four (244) classified as non-critical?

4. Did Crestline review Meridian's project records, including progress reports, inspection reports, test results, and quality assurance/quality control documentation?

5. Did Crestline conduct site visits, physical inspections, or field surveys to assess the condition of work in place? If so, how many site visits were conducted, what geographic areas were covered, and who from Crestline participated?

6. Were any independent testing or verification activities performed by Crestline or its consultants during the due diligence process — for example, splice loss testing, conduit depth verification, or route alignment surveys?

7. Please describe Crestline's findings from its due diligence regarding the quality and condition of Meridian's work. In general terms, what did Crestline observe?

8. Did Crestline identify specific defects or deficiencies in Meridian's work? If so, can you describe the categories of defects that were identified?

9. Were the defects that Crestline identified consistent with the types of non-conformances documented in the NCRs — including splice loss values exceeding specification, improper conduit installation depth, and unauthorized route deviations?

10. Were the defects concentrated in particular geographic areas, or were they distributed across the project footprint?

11. Based on Crestline's due diligence, did Crestline conclude that remediation of Meridian's defective work was necessary before Crestline could proceed with the remaining scope of new construction?

12. At the time of contracting, what was Crestline's estimate of the scope of remediation that would be required? How does that estimate compare to Northgate's $18.3 million remediation cost estimate? C. Crestline's Assessment of Meridian's Work Quality This section follows directly from the due diligence discussion and presses for more specific testimony about the nature and extent of the defects in Meridian's work.

1. Based on your due diligence and your professional experience in the fiber-optic construction industry, how would you characterize the overall quality of Meridian's work on this project?

2. Did Crestline identify work that did not conform to the requirements of Northgate Technical Specification NS-FIBER-2020?

3. Did Crestline identify work that did not conform to the applicable ANSI/TIA-568 standards or BICSI guidelines?

4. Were there instances where splice loss values exceeded the maximum thresholds specified in NS-FIBER-2020? If so, approximately how many such instances were identified during Crestline's assessment?

5. Were there instances where conduit had been installed at improper depths — either too shallow or otherwise non-compliant with the applicable specifications? Can you describe the nature and extent of those deficiencies?

6. Were there instances where the fiber-optic cable had been installed along routes that deviated from the approved design without authorization? Can you describe those deviations?

7. In your professional opinion, was remediation of these defects necessary before Crestline could proceed with new construction on the affected segments? Why or why not?

8. If Crestline had not remediated the defects in Meridian's work, what would be the consequence for the overall integrity and performance of the completed fiber network?

9. At the time of contracting, what was Crestline's estimate of the remediation scope? Specifically, how many of the 287 NCRs did Crestline determine required active remediation, and what was the estimated cost of that remediation?