Contract analysis

I. EXECUTIVE SUMMARY Renata Voss, Vice President of US Network Infrastructure at Northgate Fiber Americas Inc. ("NFA"), was deposed over two days, November 12 and 13, 2024, for a total of approximately thirteen hours of on-the-record testimony. Ms. Voss was the senior NFA executive responsible for overseeing the entirety of the fiber build-out program under the Master Construction Agreement ("MCA") dated March 15, 20

1. Permitting. Ms. Voss acknowledged that NFA experienced some internal delays in processing municipal permit applications during Phase 2, particularly in Connecticut during Q3 2022, attributable to staffing transitions in NFA's regulatory affairs department. Although she maintained that permitting was Meridian's contractual responsibility under MCA § 5.3 and characterized NFA's involvement as providing "above and be

2. Scope Changes. Ms. Voss acknowledged that approximately five to six of the fourteen alleged scope changes identified by Meridian involved some level of oral direction from NFA field personnel before formal Change Order documentation was initiated. She further conceded that three to four of those items "may have involved some incremental scope" that arguably warranted formal Change Orders under MCA § 16.1. These ad

3. Market Pricing. Ms. Voss acknowledged awareness of favorable construction market pricing shifts in late 2023 and early 2024, arising from increased contractor capacity and reduced material costs. While she firmly denied that pricing considerations drove the termination decision, this admission feeds into Meridian's "pretext theory" that NFA sought to terminate the MCA to re-procure remaining work at lower cost. Ar

II. WITNESS BACKGROUND AND ROLE A. Professional Background Renata Voss has served as Vice President of US Network Infrastructure at Northgate Fiber Americas Inc. since January 2018. In this capacity, she is responsible for all aspects of NFA's domestic fiber-optic infrastructure deployment, including capital project planning, contractor selection and oversight, construction management, and quality assurance. Prior to

III. DAY 1 TESTIMONY (NOVEMBER 12, 2024) — TOPIC-BY-TOPIC SUMMARY A. Formation and Execution of the MCA Ms. Voss provided detailed testimony regarding the competitive procurement process that led to Meridian's selection as the contractor for NFA's fiber build-out program. She testified that NFA solicited bids from four qualified contractors, evaluated proposals based on a weighted scoring methodology that considered

1. Splice Loss Exceeding Specifications. Numerous fiber splices failed to meet the maximum attenuation limits specified in Northgate Technical Specification NS-FIBER-2020. Ms. Voss explained that excessive splice loss degrades signal quality and, if uncorrected, can render sections of the network non-functional or require costly re-splicing.

2. Improper Conduit Depth. Conduit was installed at depths that failed to comply with the minimum depth requirements specified in ANSI/TIA-568 and BICSI installation guidelines, as incorporated by reference into the MCA. Ms. Voss testified that insufficient conduit depth creates a risk of physical damage to the fiber from surface activities (e.g., excavation, vehicular traffic) and is a common finding in projects whe

3. Unauthorized Route Deviations. In multiple instances, Meridian's crews deviated from the approved route design without obtaining prior authorization from NFA, as required by the MCA. Ms. Voss explained that unauthorized route deviations can create conflicts with existing utilities, encroach on private property, and generate as-built documentation that does not reflect the actual physical plant, creating long-term

IV. DAY 2 TESTIMONY (NOVEMBER 13, 2024) — TOPIC-BY-TOPIC SUMMARY A. Phase 3 Performance (Maryland, Virginia, Eastern Pennsylvania) Phase 3 encompassed approximately 9,700 route miles across Maryland, Virginia, and eastern Pennsylvania, corresponding to Milestones 9 through 14, with a combined milestone value of $629 million. Phase 3 represented the largest and most geographically dispersed portion of the fiber build-

V. PRIVILEGE INSTRUCTIONS AND OBJECTIONS Jeffrey Park instructed the witness not to answer on three occasions during the two-day deposition. All three instructions related to communications between Ms. Voss and Dominic Hale (General Counsel, NTP) and/or outside counsel regarding: (1) the legal strategy and analysis underlying the termination decision; (2) NFA's assessment of the legal risks associated with terminatio

VI. KEY FAVORABLE TESTIMONY The following aspects of Ms. Voss's testimony are particularly favorable to NFA's defense and counterclaims:

1. Material breach clearly established. Ms. Voss's testimony on the escalating pattern of delays across Milestones 3, 5, 6, 7, and 8 — from 47 days to 22 days to 68 days to 91 days to 134+ days — paints a compelling picture of Meridian's chronic and worsening underperformance. The trajectory of increasing delays demonstrates that Meridian's performance was deteriorating over time, not improving, notwithstanding NFA's

2. Quality failures were systemic. The 287 NCRs (including 43 classified as critical) were well-documented by NFA's QA team, communicated to Meridian's management in real time through monthly reports and formal meetings, and remained substantially unremediated by Meridian at the time of termination. Ms. Voss's characterization of the quality problems as "systemic" rather than "isolated" is powerful testimony that wil

3. Cure process was thorough and procedurally compliant. NFA followed MCA § 14.1's requirements meticulously: it issued two cure notices separated by approximately 30 days, provided Meridian with 73 total days between the first cure notice and termination, received and evaluated Meridian's response and Corrective Action Plan, rejected the plan on well-documented grounds (including the 12 additional critical NCRs issu

4. Phase 3 near-total failure. The stark statistic that only 340 of 9,700 route miles were completed (3.5%) speaks for itself. Ms. Voss's testimony that Meridian's Phase 3 mobilization was "entirely inconsistent" with its contractual obligations is difficult to rebut.

5. Force majeure untimely and unsubstantiated. Meridian did not formally invoke force majeure until its February 2, 2024, response to Cure Notice No. 1, long after the claimed conditions (COVID-19 labor and supply chain impacts) had abated by mid-2022. The failure to provide contemporaneous formal notice as required by the MCA is a procedural bar that is independent of the merits of the force majeure claim.

6. Pretext theory rebutted. Ms. Voss credibly and consistently testified that the termination was driven by Meridian's performance failures, not market pricing. Her characterization of pricing as "incidental, not the driver" was clear and unequivocal.

7. Disputed invoices ($16.5M). Ms. Voss provided specific, fact-based testimony about inflated unit counts and unverifiable conduit footage in Phase 3 payment applications, directly supporting NFA's defense against Meridian's Count II and potentially giving rise to affirmative claims regarding overbilling.

VII. KEY ADMISSIONS / TESTIMONY REQUIRING ATTENTION The following admissions and areas of testimony require proactive follow-up to mitigate potential adverse implications:

1. Permitting Responsibility (MCA § 5.3). Ms. Voss's acknowledgment that NFA's government relations team sometimes took the lead on permit applications in Phase 2 (particularly in Connecticut) and that NFA experienced some internal permitting processing delays in Q3 2022 creates a factual predicate for Meridian's Owner-caused delay defense. While Ms. Voss's legal characterization — that NFA was providing "above and b

2. Oral Scope Direction (MCA § 16.1). Ms. Voss conceded that five to six of the fourteen alleged scope changes involved some oral direction from NFA field staff and that three to four of those items may have involved incremental scope warranting Change Orders. These admissions provide Meridian with a factual basis for its constructive change order defense. Follow-up needed: • Identify and review field-level emails an

3. Market Pricing Awareness. Ms. Voss's acknowledgment that construction market pricing became more favorable in late 2023 and early 2024 feeds Meridian's pretext theory. While Ms. Voss credibly testified that pricing was "incidental, not the driver," the admission that NFA was aware of favorable pricing shifts and was simultaneously exploring options to replace Meridian provides circumstantial support for the argume

VIII. CROSS-REFERENCES TO OTHER DEPOSITIONS A. Sean Calloway (Deposed November 19, 2024) Mr. Calloway served as NFA's Director of Construction Management and the day-to-day contract administrator on the MCA. His deposition was taken on November 19, 2024, one week after Ms. Voss's deposition. His testimony should be compared with Ms. Voss's on the following topics: NCR documentation procedures and the criteria for cla