SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK — COMMERCIAL DIVISION

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK — COMMERCIAL DIVISION
MERIDIAN INFRASTRUCTURE PARTNERS LLC,
Plaintiff,
— against —
NORTHGATE FIBER AMERICAS INC.,
Defendant.
Index No. 654321/2024 Assigned Justice: Hon. Eleanor M. Ricci Part 49
DEFENDANT NORTHGATE FIBER AMERICAS INC.'S FIRST SET OF DOCUMENT REQUESTS TO PLAINTIFF MERIDIAN INFRASTRUCTURE PARTNERS LLC
Defendant Northgate Fiber Americas Inc. ("NFA" or "Defendant"), by and through its attorneys of record, Calderwood & Harkness LLP, 425 Park Avenue, 33rd Floor, New York, New York 10022, hereby requests that Plaintiff Meridian Infrastructure Partners LLC ("Meridian" or "Plaintiff"), pursuant to Section 3120 of the New York Civil Practice Law and Rules ("CPLR"), produce for inspection and copying the documents and categories of documents described below at the offices of Calderwood & Harkness LLP, or at such other location as the parties may agree, within thirty (30) days of service of this Request, or at such other time as may be agreed upon by the parties or ordered by the Court.
These Requests are propounded in accordance with the CPLR, the Commercial Division Rules of the Supreme Court of the State of New York (22 NYCRR § 202.70), and the Stipulated E-discovery Protocol and ESI Agreement entered by the parties and filed with the Court on October 1, 2024. The responses to these Requests shall be made under oath and in accordance with CPLR § 3122.
Date Served: October 8, 2024.
DEFINITIONS
As used in these Document Requests, the following terms shall have the meanings set forth below. These definitions are intended to be cumulative and shall not be construed as limiting the scope of any individual Request.
A. "You," "Your," "Plaintiff," or "Meridian" shall mean Meridian Infrastructure Partners LLC, a Delaware limited liability company (Delaware Division of Corporations File No. 6439821), including its officers, directors, members, managers, employees, agents, representatives, consultants, advisors, predecessors, successors, assigns, and any person or entity acting or purporting to act on its behalf, including but not limited to its Managing Member and Chief Executive Officer, Victor Sandoval; its Chief Operating Officer, Bridget Yeung; its Chief Financial Officer, Randall Obrecht; its Vice President of Field Operations (Northeast Division), Marcus Henley; and all other current and former officers, managers, employees, agents, and representatives of Meridian, regardless of title or position.
B. "Northgate," "NFA," or "Defendant" shall mean Northgate Fiber Americas Inc., a Delaware corporation (Delaware Division of Corporations File No. 7182934), a wholly owned subsidiary of Northgate Telecommunications PLC, a company incorporated and registered in England and Wales (Companies House Registration No. 08234517), and any of its current and former officers, directors, employees, agents, representatives, and advisors, including but not limited to Renata Voss (Vice President, US Network Infrastructure), Sean Calloway (Director, Construction Management), Helena Bright (Chief Financial Officer of Northgate Telecommunications PLC), Dominic Hale (General Counsel of Northgate Telecommunications PLC), and Sir Malcolm Ashford (Chief Executive Officer of Northgate Telecommunications PLC).
C. "MCA" or "Master Construction Agreement" shall mean the Master Construction Agreement dated March 15, 2020, entered into between Northgate Fiber Americas Inc. (as Owner) and Meridian Infrastructure Partners LLC (as Contractor), together with all exhibits, appendices, schedules, amendments, change orders, supplements, side letters, and any other documents incorporated by reference therein or executed in connection therewith, as the same may have been modified, amended, or supplemented from time to time.
D. "Project" or "Fiber Build-Out Program" shall mean the design, engineering, permitting, and construction of approximately 18,500 route miles of underground and aerial fiber-optic cable across a seven-state footprint encompassing the States of New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia, as contemplated by the MCA, and all work, services, deliverables, and activities performed or to be performed in connection therewith.
E. "Phase 1" shall mean all work under the MCA related to the New York Metropolitan area and Northern New Jersey footprint, encompassing approximately 3,200 route miles of fiber-optic cable installation and associated infrastructure, corresponding to Milestones 1 through 4 as defined in the MCA and Exhibit B thereto, with an aggregate milestone value of Two Hundred Eight Million Dollars ($208,000,000).
F. "Phase 2" shall mean all work under the MCA related to the State of Connecticut, Western Massachusetts, and Southern Pennsylvania footprint, encompassing approximately 5,600 route miles of fiber-optic cable installation and associated infrastructure, corresponding to Milestones 5 through 8 as defined in the MCA and Exhibit B thereto, with an aggregate milestone value of Three Hundred Sixty-Three Million Dollars ($363,000,000).
G. "Phase 3" shall mean all work under the MCA related to the States of Maryland and Virginia and Eastern Pennsylvania footprint, encompassing approximately 9,700 route miles of fiber-optic cable installation and associated infrastructure, corresponding to Milestones 9 through 14 as defined in the MCA and Exhibit B thereto, with an aggregate milestone value of Six Hundred Twenty-Nine Million Dollars ($629,000,000).
H. "Document" or "Documents" shall be given the broadest meaning permitted under CPLR § 3120 and shall include, without limitation, all writings, communications, records, correspondence, memoranda, reports, notes, emails (including attachments), text messages (including SMS and MMS), instant messages (including messages sent or received via Northgate Data Systems, Meridian Solutions, Meridian Services Inc., Harborline Technologies, or any other messaging platform), voicemails, voicemail transcriptions, chat logs, presentations (including Northgate Services Inc. and similar formats), spreadsheets (including Excel workbooks and Stonefield Services Inc.), drawings, photographs, videos, audio recordings, maps, plans, specifications, contracts, agreements, invoices, receipts, checks (front and back), wire transfer records, financial statements, ledgers, journals, databases, data compilations, metadata, electronically stored information ("ESI") in any form or medium, and any other tangible or intangible thing on which information is recorded, whether in paper, electronic, magnetic, optical, or any other form, and whether an original or a copy.
I. "Communication" or "Communications" shall mean any transmission, exchange, or sharing of information, whether oral, written, or electronic, including without limitation letters, emails (including attachments), text messages, instant messages, telephone calls, telephone messages, voicemails, video conferences (including Calderon Software, Northgate Data Systems, and Granite Harbor Software calls), in-person conversations, meetings, and any records, notes, transcriptions, summaries, or memorializations thereof, regardless of the medium by which the communication was made or the manner in which it was recorded or stored.
J. "Ridgepoint" shall mean Ridgepoint Capital Group LP, a Delaware limited partnership with its principal office at 2100 Ross Avenue, Suite 3300, Dallas, Texas 75201, including its Managing Partner, Graham Latimer, and any of its current and former officers, employees, agents, representatives, partners (general and limited), affiliates, portfolio company managers, advisors, and any person or entity acting on its behalf.
K. "Dralvecen" shall mean Dralvecen Commercial Finance LLC, a limited liability company with its principal office at 600 Travis Street, Suite 4500, Houston, Texas 77002, serving as the lender under Meridian's revolving credit facility, including its Relationship Manager, Daniel Kwon, and any of its current and former officers, employees, agents, and representatives.
L. "Ironclad" shall mean Ironclad Surety Group Inc., the surety company that issued Performance Bond No. ISG-2020-NE-04417 in the penal sum of One Hundred Twenty Million Dollars ($120,000,000) covering Meridian's performance obligations under the MCA, with its principal office at 300 North Meridian Street, Suite 1800, Indianapolis, Indiana 46204, including any of its current and former officers, employees, agents, representatives, and underwriters.
M. "Crestline" shall mean Crestline Construction Group Inc., a Virginia corporation, engaged by NFA as the replacement contractor for remaining work under the Project on or about June 10, 2024, including any of its current and former officers, directors, employees, agents, and representatives.
N. "Subcontractor" or "Subcontractors" shall mean any person or entity engaged by Meridian, directly or indirectly, to perform any portion of the Work under the MCA, including all subcontractors, sub-subcontractors, material suppliers, equipment lessors, and any other person or entity providing labor, materials, equipment, or services in connection with the Project.
O. "NCR" or "Non-Conformance Report" shall mean any Non-Conformance Report issued during the course of the Project by any party, including Meridian, NFA, any Subcontractor, or any third-party inspector, and including all 287 NCRs documented in the MCA Project records, of which 43 have been classified as critical and 244 have been classified as non-critical.
P. "Relevant Period" shall mean the period from January 1, 2018 through the date of this Request, October 8, 2024, unless a particular Request specifies a different time period.
Q. "Concerning," "Relating to," or "Regarding" shall mean referring to, describing, evidencing, constituting, reflecting, mentioning, pertaining to, discussing, analyzing, evaluating, supporting, contradicting, summarizing, recording, memorializing, or having any connection, whether direct or indirect, to the subject matter referenced.
R. "Person" shall mean any natural person, corporation, limited liability company, partnership (whether general or limited), association, joint venture, governmental entity (including any federal, state, or municipal agency, department, or instrumentality), trust, estate, or any other legal entity, however organized or constituted.
S. "Scope Changes" or "Alleged Scope Changes" shall mean the fourteen (14) Owner-directed scope changes that Meridian alleges were not formalized as Change Orders under Section 16.1 of the MCA, as identified by Meridian in its February 2, 2024 response to Cure Notice No. 1 and as further alleged in Meridian's Verified Complaint filed July 15, 2024.
INSTRUCTIONS
The following Instructions apply to each of the Document Requests set forth below and shall be read in conjunction with each individual Request.
Instruction 1: Scope of Production. These Requests seek all responsive Documents in Your possession, custody, or control. A Document is deemed to be in Your "possession, custody, or control" if You have the legal right to obtain it, or if it is maintained by or accessible to Your attorneys (Hargrove, Deluca & Stein LLP), agents, consultants, experts (including Dr. Natalie Forster of Westbrook Valuation Services Inc. and James Ochoa, PE of Keystone Project Advisory LLC), accountants, financial advisors, and any other person or entity acting on Your behalf or at Your direction. Documents held by Ridgepoint Capital Group LP that are within Your control by reason of any contractual, corporate governance, or other relationship are also encompassed within this Instruction.
Instruction 2: Manner of Production. Documents shall be produced in their native electronic format where available. Where native production is not feasible, Documents shall be produced as single-page TIFF images (300 dpi minimum resolution) with extracted text, load files, and all reasonably available metadata fields (including custodian, date created, date modified, date sent, date received, author, sender, recipients, file name, file path, and file type), in accordance with the Stipulated E-discovery Protocol and ESI Agreement filed with the Court on October 1, 2024 (the "ESI Agreement"). Email and messaging Documents shall be produced in a manner that preserves parent-child relationships between messages and their attachments. Spreadsheets and database files shall be produced in native format.
Instruction 3: Bates Numbering. All Documents produced in response to these Requests shall be Bates-stamped with a unique sequential number (e.g., MERIDIAN-00000001) that does not obscure any portion of the Document. Each page of every produced Document shall bear a Bates number. The prefix "MERIDIAN" shall be used unless otherwise agreed by the parties.
Instruction 4: Privilege Log. For any Document withheld in whole or in part on the basis of any privilege, protection, or immunity from disclosure (including attorney-client privilege, work-product protection, common interest privilege, or any other claimed privilege), Meridian shall provide a privilege log identifying each withheld Document with sufficient detail to enable assessment of the applicability of the privilege asserted, in compliance with CPLR § 3122. The privilege log shall include, at a minimum, the following information for each withheld Document: (i) date of the Document; (ii) type of Document (e.g., email, memorandum, letter); (iii) author or sender; (iv) all recipients and persons copied; (v) a description of the subject matter sufficient to assess the privilege claim without revealing privileged content; and (vi) the specific privilege or protection asserted. Meridian's privilege log shall be provided concurrently with its document production, or within ten (10) business days thereafter.
Instruction 5: Continuing Obligation. These Requests impose a continuing obligation on Meridian to supplement its production with any responsive Documents that come into its possession, custody, or control after the date of its initial production, in accordance with CPLR § 3101(h). Meridian shall make supplemental productions on a rolling basis, no less frequently than every thirty (30) days, and in any event no later than thirty (30) days before the close of fact discovery.
Instruction 6: Organization. Documents shall be produced as they are kept in the ordinary course of business, or organized and labeled to correspond with the categories in each Request. If Documents are produced as kept in the ordinary course of business, Meridian shall identify the custodian, department, or file from which each Document was collected. If Documents are responsive to more than one Request, they may be produced once, provided that Meridian identifies each Request to which the Document is responsive.
Instruction 7: Objections. If Meridian objects to any Request, in whole or in part, it shall state each objection with specificity, identify the grounds therefor, and produce all responsive, non-objectionable Documents. A general or blanket objection shall not be deemed a valid basis for withholding Documents. Meridian shall not assert any objection as a basis for refusing to produce Documents if Meridian has not made a good-faith effort to identify and locate responsive Documents.
DOCUMENT REQUESTS
REQUEST NO. 1 — The Master Construction Agreement and All Amendments
All Documents constituting, comprising, or relating to the MCA dated March 15, 2020, between Northgate Fiber Americas Inc. (as Owner) and Meridian Infrastructure Partners LLC (as Contractor), including without limitation all exhibits (including but not limited to Exhibit A — Scope of Work, Exhibit B — Milestone Schedule and Allocations, Exhibit C — Payment Terms, Exhibit D — Technical Specifications, and all other exhibits), appendices, schedules, amendments, supplements, side letters, letter agreements, modifications, extensions, and any other documents executed in connection with or incorporated by reference into the MCA, whether in executed or draft form, and all transmittal letters, cover emails, and correspondence accompanying the execution or delivery of any such documents.
REQUEST NO. 2 — Pre-Contract Negotiations and Bid Documents
All Documents relating to the negotiation, formation, and execution of the MCA, from January 1, 2018 through March 15, 2020, including without limitation: (a) requests for proposals, requests for qualifications, invitations to bid, and any responses thereto; (b) Meridian's bid submissions, proposals, and qualifications packages; (c) term sheets, letters of intent, and memoranda of understanding; (d) negotiation correspondence between Meridian and NFA (or their respective representatives or counsel); (e) draft agreements, mark-ups, redline versions, and comments exchanged during the negotiation of the MCA; (f) internal analyses, memoranda, assessments, and presentations prepared by or for Meridian concerning the proposed terms of the MCA, including cost estimates, risk assessments, pricing models, and profitability projections; and (g) any due diligence materials prepared or reviewed by Meridian in connection with the MCA.
REQUEST NO. 3 — Change Orders (Executed and Proposed)
All Documents constituting, evidencing, or relating to any Change Order under MCA § 16.1, whether executed, proposed, requested, discussed, or rejected, during the Relevant Period, including without limitation: (a) executed Change Orders and all supporting documentation; (b) proposed or draft Change Orders that were not executed; (c) requests for Change Orders submitted by Meridian or directed by NFA; (d) cost and schedule impact estimates associated with proposed Change Orders; (e) all fourteen (14) alleged Owner-directed scope changes that Meridian identified in its February 2, 2024 response to Cure Notice No. 1 and in its Verified Complaint as having not been formalized as Change Orders under MCA § 16.1; (f) any written or oral directives from NFA personnel that Meridian contends constituted changes in scope; and (g) any internal or external Communications discussing whether particular directives or instructions required a Change Order under the MCA.
REQUEST NO. 4 — Communications Regarding Alleged Scope Changes
All Communications between Meridian (including any Meridian officer, employee, agent, or representative) and NFA (or any NFA representative, including Renata Voss and Sean Calloway) concerning any alleged change in scope, direction, instruction, modification, or addition to the Work that Meridian contends should have been formalized as a Change Order under MCA § 16.1, including without limitation: (a) emails, letters, and written correspondence; (b) meeting minutes, agendas, and sign-in sheets for any meeting at which alleged scope changes were discussed; (c) field directives, construction directives, and supplemental instructions issued by NFA personnel; (d) requests for information ("RFIs") and responses thereto that Meridian contends resulted in scope changes; and (e) any records, notes, or memorializations of telephone calls, video conferences, or in-person conversations at which alleged scope changes were discussed.
REQUEST NO. 5 — Internal Documents Regarding Alleged Scope Changes
All internal Meridian Documents, including Communications among Meridian employees, officers, managers, consultants, or advisors, analyzing, discussing, evaluating, or otherwise relating to the fourteen (14) alleged unformalized scope changes, including without limitation: (a) internal memoranda, analyses, and assessments of whether particular NFA directives constituted changes in scope; (b) estimates of the additional cost, labor, and schedule impact attributable to each alleged scope change; (c) presentations or reports prepared for Meridian management or Ridgepoint Capital Group LP regarding alleged scope changes; (d) correspondence or Communications with Meridian's counsel regarding the alleged scope changes; and (e) any documents reflecting Meridian's decision not to submit formal Change Order requests for any of the fourteen (14) alleged scope changes at the time they were allegedly directed.
REQUEST NO. 6 — Milestone Schedule and Project Schedules
All Documents constituting, reflecting, or relating to the baseline project schedule, updated project schedules, milestone schedules, critical path method ("CPM") schedules, schedule narratives, schedule updates, schedule revisions, time-impact analyses, and any other scheduling Documents prepared by or on behalf of Meridian for Milestones 1 through 14 during the Relevant Period, including without limitation: (a) the initial baseline schedule submitted by Meridian under the MCA; (b) all monthly schedule updates and revisions; (c) CPM schedules showing the critical path, near-critical paths, and total float for each activity; (d) schedule narratives explaining variances from the baseline or prior updates; (e) any schedule impact analyses prepared in connection with alleged scope changes, force majeure events, or other claimed causes of delay; (f) resource-loaded schedules showing planned and actual labor and equipment allocations; and (g) any correspondence with NFA regarding schedule submittals, approvals, or rejections.
REQUEST NO. 7 — Delay and Schedule Analysis Documents
All Documents relating to any delay, schedule slippage, acceleration, disruption, or loss of productivity affecting the Project or any portion thereof, including without limitation: (a) schedule variance analyses comparing planned versus actual progress; (b) delay logs, delay registers, and delay tracking spreadsheets; (c) look-ahead schedules and short-interval schedules; (d) float analyses and float consumption reports; (e) recovery schedules and acceleration plans; (f) time-impact analyses and windows analyses; (g) critical path analyses; (h) earned value analyses; (i) any Documents identifying or analyzing the causes of delay for each milestone, whether attributable to Meridian, NFA, Subcontractors, third parties, force majeure events, or any other cause; and (j) any internal or external Communications discussing the schedule status, delay causes, or recovery strategies.
REQUEST NO. 8 — Documents Relating to Milestone 3 Delay (Phase 1)
All Documents relating to the forty-seven (47) day delay in achieving Milestone 3 under Phase 1 of the Project, with a target completion date of August 28, 2021 and an actual completion date of October 14, 2021, including without limitation: (a) root-cause analyses of the Milestone 3 delay; (b) internal Communications among Meridian personnel discussing the delay, its causes, and potential remediation; (c) correspondence with NFA concerning the Milestone 3 delay and its consequences; (d) subcontractor delay notices, performance reports, and Communications relating to subcontractor contributions to the Milestone 3 delay; (e) schedule recovery plans prepared in response to the delay; (f) any Documents relating to NFA's assessment of liquidated damages in the amount of Eight Million Two Hundred Twenty-Five Thousand Dollars ($8,225,000) issued on or about November 5, 2021, under MCA § 9.1; (g) Meridian's response to NFA's LD assessment, including any objections, disputes, or requests for reconsideration; and (h) any analyses of the Milestone 3 delay in the context of subsequent milestone performance.
REQUEST NO. 9 — Documents Relating to Milestone 5 Delay (Phase 2)
All Documents relating to the twenty-two (22) day delay in achieving Milestone 5 under Phase 2 of the Project, including without limitation: (a) root-cause analyses of the Milestone 5 delay; (b) internal analyses, memoranda, and Communications among Meridian personnel discussing the causes and impacts of the Milestone 5 delay; (c) crew deployment records, labor allocation schedules, and workforce planning documents for the Milestone 5 scope of work; (d) any Documents relating to the redeployment of resources between Phase 1 and Phase 2; (e) correspondence with NFA concerning the Milestone 5 delay; and (f) any Documents relating to NFA's assessment of liquidated damages in the amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) for the Milestone 5 delay, including Meridian's response, objections, and any supporting analyses.
REQUEST NO. 10 — Documents Relating to Milestone 6 Delay (Phase 2)
All Documents relating to the sixty-eight (68) day delay in achieving Milestone 6 under Phase 2 of the Project, including without limitation: (a) root-cause analyses of the Milestone 6 delay; (b) internal analyses, memoranda, and Communications among Meridian personnel discussing the causes and impacts of the Milestone 6 delay; (c) subcontractor performance records, including records of any subcontractor defaults, performance failures, or terminations that contributed to the Milestone 6 delay; (d) quality records, including NCRs issued during Milestone 6 work; (e) correspondence with NFA concerning the Milestone 6 delay; and (f) any Documents relating to NFA's assessment of liquidated damages in the amount of Eleven Million Nine Hundred Thousand Dollars ($11,900,000) for the Milestone 6 delay, including Meridian's response, objections, and any supporting analyses.
REQUEST NO. 11 — Documents Relating to Milestone 7 Delay (Phase 2)
All Documents relating to the ninety-one (91) day delay in achieving Milestone 7 under Phase 2 of the Project, including without limitation: (a) root-cause analyses of the Milestone 7 delay; (b) internal analyses, memoranda, and Communications among Meridian personnel discussing the causes, impacts, and escalating nature of schedule slippage from Milestone 5 through Milestone 7; (c) corrective action plans, recovery strategies, and any remedial measures undertaken or considered in connection with the Milestone 7 delay; (d) resource allocation records, including evidence of crew mobilization, demobilization, or reassignment during the Milestone 7 period; (e) correspondence with NFA concerning the Milestone 7 delay, including any formal or informal discussions of NFA's growing concerns about Meridian's performance trajectory; and (f) any Documents relating to NFA's assessment of liquidated damages in the amount of Fifteen Million Nine Hundred Twenty-Five Thousand Dollars ($15,925,000) for the Milestone 7 delay, including Meridian's response, objections, and any supporting analyses.
REQUEST NO. 12 — Documents Relating to Milestone 8 Delay and Non-Completion (Phase 2)
All Documents relating to the failure to achieve Milestone 8 under Phase 2 of the Project prior to termination, including the one hundred thirty-four (134) days of accrued delay as of the termination date of April 1, 2024, including without limitation: (a) all internal analyses, memoranda, and Communications discussing the status of Milestone 8 work, the mounting delay, and Meridian's assessment of its ability to complete Milestone 8; (b) schedule recovery plans, acceleration plans, and resource augmentation proposals relating to Milestone 8; (c) resource allocation decisions, including decisions to deploy or redeploy crews between Phase 2 and Phase 3 work; (d) correspondence with NFA concerning Milestone 8 progress, delay, and projected completion; (e) any Documents relating to the capped liquidated damages assessment of Nine Million One Hundred Thousand Dollars ($9,100,000), representing the MCA § 9.1 cap of ten percent (10%) of the Ninety-One Million Dollar ($91,000,000) Milestone 8 value; (f) Meridian's response to NFA's LD assessment; and (g) any internal analyses of the financial and contractual consequences of failing to complete Milestone 8.
REQUEST NO. 13 — Documents Relating to Phase 3 Mobilization and Progress
All Documents relating to Meridian's mobilization, progress, and performance of Phase 3 work covering the Maryland, Virginia, and Eastern Pennsylvania footprint, including without limitation: (a) mobilization plans, project start-up documents, and site establishment records for Phase 3; (b) progress reports documenting the approximately 340 route miles completed of the 9,700-mile Phase 3 scope (representing approximately 3.5% completion); (c) resource deployment records, crew assignments, and staffing plans for Phase 3; (d) any analyses of Phase 3 progress rates, projected completion timelines, and the adequacy of resources deployed to Phase 3; (e) cost and billing records for Phase 3 work performed; (f) any internal or external Communications discussing the decision to commence Phase 3 work while Phase 2 milestones remained incomplete; and (g) any Documents reflecting Meridian's assessment of the feasibility of completing Phase 3 within the contractual schedule.
REQUEST NO. 14 — Non-Conformance Reports and Quality Records
All Documents constituting, relating to, or responding to any NCR issued during the course of the Project, including without limitation: (a) all 287 NCRs documented in the Project records, comprising 43 NCRs classified as critical and 244 NCRs classified as non-critical; (b) the underlying inspection reports, test results, and field observations that gave rise to each NCR; (c) corrective action plans prepared in response to each NCR; (d) reinspection reports and verification records documenting the closure or resolution of each NCR; (e) root-cause analyses and failure analyses relating to non-conforming work; (f) quality control and quality assurance inspection records, including daily inspection logs and audit reports; (g) internal Communications among Meridian personnel analyzing, discussing, or evaluating any NCR or pattern of non-conformances; and (h) any correspondence with NFA or Subcontractors regarding NCRs, corrective actions, and reinspection results.
REQUEST NO. 15 — Documents Relating to the 43 Critical NCRs
All Documents specifically relating to the forty-three (43) NCRs classified as "critical" during the course of the Project, including without limitation: (a) the full text and supporting documentation for each critical NCR; (b) Documents addressing the specific non-conformances identified in the critical NCRs, including splice loss exceeding specification (as defined in Northgate Technical Specification NS-FIBER-2020), improper conduit depth (failing to meet minimum burial depth requirements), and unauthorized route deviations from approved engineering plans; (c) corrective action plans and remediation records for each critical NCR; (d) internal Communications analyzing or discussing the causes of the critical non-conformances, including any assessments of whether the critical NCRs reflected systemic quality deficiencies; (e) external Communications with NFA regarding the critical NCRs; (f) any analyses of the schedule impact caused by remediation of critical NCRs; and (g) cost analyses reflecting the expense of correcting the critical non-conformances.
REQUEST NO. 16 — Documents Relating to the 12 Additional Critical NCRs (February 2024)
All Documents relating to the twelve (12) additional critical NCRs issued in February 2024, as referenced in NFA's March 12, 2024 letter rejecting Meridian's Corrective Action Plan, including without limitation: (a) the full text and supporting documentation for each of the 12 additional critical NCRs; (b) the inspection reports, test results, and field observations underlying each NCR; (c) Meridian's corrective action responses and remediation plans for each of the 12 NCRs; (d) internal Communications discussing the significance and timing of the 12 additional critical NCRs; (e) any analyses of whether the 12 additional critical NCRs demonstrated that Meridian's quality issues were worsening rather than improving; and (f) any Communications with NFA regarding the 12 additional critical NCRs, including any discussions occurring before, during, or after NFA's March 12, 2024 rejection of the Corrective Action Plan.
REQUEST NO. 17 — Quality Control and Quality Assurance Programs
All Documents constituting or relating to Meridian's quality control and quality assurance programs, policies, procedures, manuals, training materials, and inspection protocols for the Project, including without limitation: (a) Meridian's project-specific quality management plan; (b) quality control checklists and inspection forms; (c) training materials provided to field personnel regarding quality standards, installation procedures, and inspection requirements; (d) staffing records for quality control and quality assurance personnel, including the names and qualifications of QC/QA inspectors assigned to the Project; (e) records of internal audits or quality reviews conducted by Meridian during the Project; (f) Documents reflecting compliance with or deviation from Northgate Technical Specification NS-FIBER-2020 and applicable industry standards, including ANSI/TIA-568 standards for optical fiber cabling and BICSI (Building Industry Consulting Service International) guidelines; and (g) any Communications with NFA regarding Meridian's quality program, including NFA's approvals, rejections, or requests for modification of Meridian's quality procedures.
REQUEST NO. 18 — Cure Notice No. 1 — Response and Related Documents
All Documents relating to NFA's Cure Notice No. 1 dated January 18, 2024, including without limitation: (a) the Cure Notice itself and any cover correspondence; (b) Meridian's internal analyses, memoranda, and assessments prepared in response to Cure Notice No. 1; (c) draft responses to Cure Notice No. 1; (d) the final response dated February 2, 2024, authored by Victor Sandoval; (e) all internal Communications among Meridian officers, employees, and managers discussing Cure Notice No. 1 and Meridian's potential responses, defenses, and strategies; (f) Communications with Meridian's counsel regarding Cure Notice No. 1; (g) Communications with Ridgepoint Capital Group LP regarding Cure Notice No. 1; (h) any analyses of the contractual basis for the Cure Notice and whether Meridian's alleged defaults were curable within the time frames specified; and (i) any board or management presentations discussing the Cure Notice and Meridian's response.
REQUEST NO. 19 — Cure Notice No. 2 — Response and Related Documents
All Documents relating to NFA's Cure Notice No. 2 dated February 19, 2024, including without limitation: (a) the Cure Notice itself and any cover correspondence; (b) Meridian's internal analyses, memoranda, and assessments prepared in response to Cure Notice No. 2; (c) draft responses to Cure Notice No. 2, whether or not a formal response was transmitted to NFA; (d) all internal Communications among Meridian officers, employees, and managers discussing Cure Notice No. 2, its relationship to Cure Notice No. 1, and Meridian's options; (e) Communications with Meridian's counsel regarding Cure Notice No. 2; (f) Communications with Ridgepoint Capital Group LP regarding Cure Notice No. 2; and (g) any plans, strategies, or contingency analyses formulated in response to Cure Notice No. 2, including any assessment of the risk of termination.
REQUEST NO. 20 — Corrective Action Plan
All Documents constituting, relating to, or supporting Meridian's Corrective Action Plan submitted on or about March 5, 2024, including without limitation: (a) all drafts of the Corrective Action Plan; (b) the final submitted version of the Corrective Action Plan; (c) supporting analyses, schedules, cost estimates, and resource plans underlying the Corrective Action Plan; (d) the accelerated schedule proposal included in or accompanying the Corrective Action Plan; (e) cost estimates for the deployment of additional crews; (f) the request for a nine (9) month extension of the Project schedule; (g) the request for Eighty-Seven Million Dollars ($87,000,000) in additional compensation; (h) any analyses of the basis for and reasonableness of the $87 million figure; (i) all internal Communications among Meridian officers, employees, and managers regarding the development, content, and submission of the Corrective Action Plan; (j) Communications with Ridgepoint Capital Group LP regarding the Corrective Action Plan; (k) Communications with NFA regarding the Corrective Action Plan, including NFA's March 12, 2024 rejection; and (l) any internal assessment of the likelihood that NFA would accept the Corrective Action Plan.
REQUEST NO. 21 — Documents Relating to Termination
All Documents relating to NFA's Notice of Termination for Cause issued on or about April 1, 2024 under MCA § 14.1, including without limitation: (a) the Notice of Termination itself and any cover correspondence; (b) Meridian's internal analyses, memoranda, and assessments of the termination and its contractual validity; (c) Meridian's April 8, 2024 response letter contesting the validity of the termination; (d) all drafts of the April 8, 2024 response; (e) all internal Communications among Meridian officers, employees, and managers analyzing the termination, its grounds, and Meridian's legal rights and options; (f) Communications with Meridian's counsel regarding the termination, the April 8, 2024 response, and potential litigation strategies (to the extent not protected by privilege); (g) Communications with Ridgepoint Capital Group LP regarding the termination; (h) Communications with Dralvecen Commercial Finance LLC regarding the termination; (i) Communications with Ironclad Surety Group Inc. regarding the termination; (j) any analyses of the financial impact of the termination on Meridian; and (k) any contingency plans or business continuity analyses prepared in anticipation of or following the termination.
REQUEST NO. 22 — Documents Supporting Pretext Theory
All Documents that Meridian contends support its allegation that NFA's termination for cause was pretextual, as asserted in Meridian's April 8, 2024 response letter and in the Verified Complaint filed July 15, 2024, including without limitation: (a) any Documents suggesting that NFA's asserted grounds for termination were a pretext for NFA's actual motivation to bring the fiber build in-house or to re-procure the remaining work at a lower cost following favorable shifts in construction market pricing; (b) any Documents reflecting changes in market conditions for fiber-optic construction during the period from 2020 through 2024 that Meridian contends made it economically advantageous for NFA to terminate the MCA; (c) any Communications or intelligence received by Meridian regarding NFA's internal deliberations about termination, insourcing, or re-procurement; (d) any Documents reflecting NFA's solicitation of bids from other contractors prior to the termination; (e) any analyses or reports prepared by Meridian or its consultants regarding the pretext theory; and (f) any Documents reflecting statements by NFA personnel that are inconsistent with the stated grounds for termination.
REQUEST NO. 23 — Permitting Documents
All Documents relating to the permitting process for the Project, including without limitation: (a) all municipal, county, state, and federal permit applications submitted in connection with the Project; (b) all permits, licenses, and approvals obtained; (c) all permit denials, rejections, conditions, or requests for additional information; (d) all records of permit processing timelines, including any tracking logs or databases maintained by Meridian; (e) Communications with municipal permitting authorities, state departments of transportation, and any other governmental entities regarding permit applications, approvals, or denials; (f) any Documents relating to the allocation of permitting responsibilities between NFA and Meridian under MCA § 5.3; (g) any Documents supporting Meridian's claim that NFA failed to timely obtain municipal permits, resulting in delay to the Project; (h) any internal analyses of the impact of permitting delays on the Project schedule; and (i) any Communications between Meridian and NFA regarding permitting responsibilities, timelines, and delays.
REQUEST NO. 24 — Force Majeure Notices and Supporting Documents
All Documents relating to any force majeure claim, defense, or assertion made by Meridian during the course of the Project or in this litigation, including without limitation: (a) any formal force majeure notices submitted to NFA under the MCA; (b) supporting analyses, evidence, and documentation submitted with or in support of any force majeure notice; (c) evidence of the aftereffects of the COVID-19 pandemic on the labor supply available for fiber-optic construction, including data on labor shortages, wage inflation, and workforce availability; (d) evidence of supply chain disruptions affecting the procurement of fiber-optic cable, conduit, and other critical materials for the Project; (e) any analyses of the schedule impact of force majeure events; (f) Communications with NFA regarding force majeure claims, including NFA's responses and any disputes regarding the applicability of the MCA's force majeure provisions; and (g) any internal analyses of the viability of force majeure defenses.
REQUEST NO. 25 — Labor and Workforce Records
All Documents relating to Meridian's labor force assigned to or supporting the Project during the Relevant Period, including without limitation: (a) employee headcounts by project phase, milestone, and geographic region; (b) crew deployment schedules and crew assignment logs; (c) labor hour records, timesheets, and payroll records for personnel working on the Project; (d) overtime records and overtime authorization forms; (e) hiring and termination records for Project personnel; (f) staffing plans and workforce ramp-up/ramp-down schedules; (g) records of labor shortages, unfilled positions, and recruitment efforts; (h) union agreements, collective bargaining agreements, and labor relations records (if applicable); (i) any Documents reflecting Meridian's ability or inability to maintain adequate staffing levels to meet the Project schedule; (j) training records for field crews; and (k) any safety records, incident reports, and OSHA citations relating to Project personnel.
REQUEST NO. 26 — Subcontractor Agreements and Communications
All Documents constituting or relating to agreements between Meridian and any Subcontractor performing work on the Project, including without limitation: (a) subcontracts, subcontract amendments, and change orders to subcontracts; (b) purchase orders, work orders, and scope-of-work descriptions for Subcontractors; (c) Subcontractor bid packages, proposals, and qualification documents; (d) notices to proceed issued to Subcontractors; (e) flow-down provisions and contractual terms applicable to Subcontractors under the MCA; and (f) all Communications between Meridian and its Subcontractors regarding Project performance, schedule adherence, quality requirements, safety, payment, and disputes.
REQUEST NO. 27 — Subcontractor Performance and Delay Records
All Documents relating to the performance, delays, quality issues, or disputes with any Subcontractor on the Project, including without limitation: (a) Subcontractor performance evaluations and scorecards; (b) NCRs attributable to Subcontractor work; (c) notices of default, cure notices, and termination notices issued to Subcontractors; (d) back-charge notices and back-charge records; (e) Subcontractor delay notices and force majeure claims; (f) records of Subcontractor replacements, including the engagement of replacement subcontractors and the costs thereof; (g) dispute resolution correspondence with Subcontractors; and (h) any litigation, arbitration, or mediation involving Meridian and any Subcontractor in connection with the Project.
REQUEST NO. 28 — Payment Applications and Invoices
All Documents constituting or relating to Meridian's applications for payment, invoices, certified pay applications, schedule of values, and supporting documentation submitted to NFA under MCA § 18.1 throughout the course of the Project, including without limitation: (a) monthly progress payment applications and all attachments and supporting documentation; (b) the schedule of values for each phase and milestone; (c) lien waivers and releases submitted with payment applications; (d) NFA's approvals, rejections, or partial approvals of payment applications; (e) correspondence between Meridian and NFA regarding the status and processing of payment applications; (f) records of all payments received from NFA; and (g) any internal analyses of accounts receivable balances, payment processing timelines, and outstanding amounts owed under the MCA.
REQUEST NO. 29 — Disputed Phase 3 Payment Applications ($16.5 Million)
All Documents relating to the Sixteen Million Five Hundred Thousand Dollars ($16,500,000) in disputed Phase 3 payment applications, as alleged in Count II of the Verified Complaint, including without limitation: (a) the underlying invoices and payment applications comprising the $16,500,000 claim; (b) supporting work-quantity documentation, including field measurements, survey data, and progress photographs; (c) unit-count calculations, including route-mile calculations and unit-rate analyses; (d) the schedule of values and percentage-of-completion calculations for the disputed Phase 3 applications; (e) any Communications between Meridian and NFA disputing or defending the amounts claimed, including NFA's stated reasons for non-payment; (f) any internal analyses of the disputed payment applications, including assessments of the validity and supportability of the claimed amounts; and (g) any Documents reflecting NFA's partial or conditional approvals of Phase 3 payment applications.
REQUEST NO. 30 — Retainage Documentation
All Documents relating to the Fifty-Six Million Nine Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($56,966,667) in retainage withheld by NFA under the terms of the MCA, including without limitation: (a) retainage schedules, calculations, and reconciliations; (b) requests for release of retainage submitted by Meridian; (c) NFA's responses to retainage release requests; (d) analyses of retainage balances by phase, milestone, and billing period; (e) any Communications between Meridian and NFA regarding the terms, conditions, and timing of retainage release; (f) any Communications between Meridian and Dralvecen Commercial Finance LLC regarding retainage; (g) any analyses of the impact of retainage withholding on Meridian's cash flow and project financing; and (h) any Documents reflecting the MCA provisions governing retainage accumulation and release.
REQUEST NO. 31 — Liquidated Damages Correspondence and Analyses
All Documents relating to the liquidated damages assessed by NFA under MCA § 9.1, totaling Forty-Nine Million Dollars ($49,000,000) in the aggregate across Milestones 3, 5, 6, 7, and 8, including without limitation: (a) each LD assessment letter issued by NFA; (b) Meridian's formal responses, objections, and disputes to each LD assessment; (c) internal analyses of Meridian's LD exposure for each milestone; (d) any analyses of the enforceability or reasonableness of the MCA's liquidated damages provisions; (e) any legal opinions or memoranda regarding the MCA's LD provisions; (f) any internal analyses of the cumulative financial impact of the LD assessments on Meridian; (g) Communications with Ridgepoint Capital Group LP regarding LD assessments and exposure; and (h) Communications with Dralvecen Commercial Finance LLC regarding LD assessments and their impact on Meridian's financial covenants.
REQUEST NO. 32 — Financial Statements and Tax Returns
All financial statements, whether audited or unaudited, including balance sheets, income statements (statements of operations), statements of members' equity, and cash flow statements, of Meridian Infrastructure Partners LLC (Employer Identification Number: 82-1647293) for fiscal years 2018 through 2024 (including any interim or quarterly financial statements for fiscal year 2024), together with all notes to financial statements, supplementary schedules, management discussion and analysis, auditors' reports, management representation letters, and supporting workpapers. In addition, all federal and state income tax returns (including all schedules, attachments, and supporting workpapers) of Meridian Infrastructure Partners LLC for fiscal years 2018 through 2023 (or 2024 if filed as of the date of production).
REQUEST NO. 33 — Revenue and Profit Projections — Northgate Contract
All Documents constituting, reflecting, or relating to Meridian's revenue projections, profit forecasts, budgets, business plans, financial models, or pro forma analyses relating to the Northgate MCA or the Fiber Build-Out Program, including without limitation: (a) initial revenue and profit projections prepared at the time of contract execution; (b) updated revenue and profit projections prepared during the course of performance; (c) estimates of the expected profit margin on completed and uncompleted phases of the Project; (d) projections of lost profits on unperformed work, including the analyses underlying Meridian's $41,976,000 lost profits claim in Count I of the Verified Complaint; (e) business plans and strategic plans referencing the NFA contract; and (f) any presentations, reports, or memoranda provided to Ridgepoint Capital Group LP regarding Meridian's financial performance and projections under the NFA contract.
REQUEST NO. 34 — Backlog and Pipeline Documents
All Documents relating to Meridian's backlog of contracted work and project pipeline from 2020 through the present, including without limitation: (a) backlog reports and schedules showing the total value of contracted but unperformed work; (b) the approximately $1.4 billion in backlog reported at the time of termination (April 1, 2024); (c) the approximately $770 million in post-termination backlog; (d) any analyses of the impact of the termination on Meridian's backlog, including the reduction attributable to the loss of the NFA contract; (e) pipeline reports showing anticipated and prospective projects; (f) win/loss analyses for bids submitted after termination; and (g) any presentations or reports to Ridgepoint Capital Group LP regarding backlog and pipeline status.
REQUEST NO. 35 — Mitigation Efforts Post-Termination
All Documents relating to any efforts by Meridian to mitigate its damages following the April 1, 2024 termination, including without limitation: (a) new contract pursuits, bids, proposals, and qualifications packages submitted after April 1, 2024; (b) contracts awarded to Meridian after April 1, 2024; (c) workforce redeployment plans and records of employee transfers or reassignments following termination; (d) records of any reduction in force, furloughs, or layoffs following termination; (e) records of any expansion of operations or entry into new markets following termination; (f) any internal memoranda, analyses, or strategic plans regarding Meridian's business strategy following the loss of the NFA contract; (g) revenue earned by Meridian from replacement contracts or other work performed after termination; and (h) any analyses of the adequacy or effectiveness of Meridian's mitigation efforts.
REQUEST NO. 36 — Damages Calculations and Supporting Documents
All Documents constituting, supporting, or relating to Meridian's calculation of its total claimed damages of Two Hundred Million Dollars ($200,000,000), as alleged in the Verified Complaint, including without limitation the calculations, analyses, data, assumptions, and supporting documentation underlying each Count of the Verified Complaint:
(a) Count I — Breach of Contract ($92,400,000), comprising the termination fee of $50,424,000 allegedly owed under MCA § 14.3 and lost profits of $41,976,000 on unperformed Phase 3 work, including any alternative calculations or sensitivities;
(b) Count II — Breach of Contract (Unpaid Invoices) ($16,500,000), comprising the disputed Phase 3 payment applications;
(c) Count III — Breach of Contract (Retainage) ($56,966,667), comprising the retainage withheld by NFA under the MCA;
(d) Count IV — Consequential Damages ($34,133,333), comprising alleged loss of bonding capacity and reputational harm, including any methodologies, models, or analyses used to quantify these consequential damages;
and all internal Communications, work product, and analyses relating to the development and refinement of these damages calculations.
REQUEST NO. 37 — Lost Profits Analysis and Expert Materials
All Documents provided to, relied upon by, generated by, or received from Meridian's damages expert, Dr. Natalie Forster of Westbrook Valuation Services Inc., 100 Park Avenue, Suite 800, New York, New York 10017, or any other expert retained or consulted by Meridian on damages-related issues, relating to the calculation or analysis of lost profits, including without limitation: (a) all data, financial records, and information provided to Dr. Forster or her firm; (b) financial models, spreadsheets, and databases used in the lost profits analysis; (c) assumptions underlying the lost profits calculation; (d) correspondence, emails, and Communications between Meridian (or Meridian's counsel) and Dr. Forster or her firm; (e) draft expert reports, preliminary analyses, and working papers; (f) final expert reports; (g) invoices for expert services; and (h) any Documents reflecting instructions, guidance, or feedback provided to Dr. Forster regarding the scope, methodology, or conclusions of her analysis.
REQUEST NO. 38 — Materials Provided to Plaintiff's Construction Expert
All Documents provided to, relied upon by, generated by, or received from Meridian's construction expert, James Ochoa, PE, of Keystone Project Advisory LLC, 1500 Market Street, Suite 1200, Philadelphia, Pennsylvania 19102, or any other expert retained or consulted by Meridian on construction-related issues, relating to schedule delay analysis, delay causation, NCR assessment, quality evaluation, or any other subject within Mr. Ochoa's anticipated expert testimony, including without limitation: (a) all project records, schedules, and field documents provided to Mr. Ochoa or his firm; (b) CPM schedules and schedule data files used in Mr. Ochoa's analyses; (c) delay analysis models and methodologies employed; (d) correspondence, emails, and Communications between Meridian (or Meridian's counsel) and Mr. Ochoa or his firm; (e) draft expert reports, preliminary analyses, and working papers; (f) final expert reports; (g) invoices for expert services; and (h) any Documents reflecting instructions, guidance, or feedback provided to Mr. Ochoa regarding the scope, methodology, or conclusions of his analysis.
REQUEST NO. 39 — Bonding Capacity and Surety Documents
All Documents relating to Meridian's bonding capacity, surety relationships, and the impact of the NFA termination on Meridian's ability to obtain performance and payment bonds, including without limitation: (a) Communications between Meridian and Ironclad Surety Group Inc. regarding Performance Bond No. ISG-2020-NE-04417, Meridian's bonding program, and any changes to Meridian's bonding capacity following the termination; (b) Communications between Meridian and any other surety company regarding bonding capacity, bond applications, or bond availability; (c) applications for performance and payment bonds submitted by Meridian after April 1, 2024; (d) bond approvals, denials, reductions, or conditional commitments received after the termination; (e) indemnity agreements with surety companies; (f) financial statements and other information provided to surety companies in connection with bonding applications; (g) any analyses of the impact of the termination on Meridian's aggregate bonding capacity; and (h) any Documents supporting the claim of loss of bonding capacity asserted in Count IV of the Verified Complaint, including quantification of the alleged loss.
REQUEST NO. 40 — Performance Bond Demand Documents
All Documents relating to Meridian's April 15, 2024 demand on the One Hundred Twenty Million Dollar ($120,000,000) Performance Bond (Bond No. ISG-2020-NE-04417) issued by Ironclad Surety Group Inc., including without limitation: (a) the demand letter itself and all enclosures and supporting submissions; (b) the contractual and factual basis for the demand; (c) Communications between Meridian and Ironclad regarding the demand, including any discussions of the scope of coverage, conditions precedent to recovery, and the claimed subcontractor protection endorsement; (d) Ironclad's acknowledgment, response, or denial of the demand; (e) any internal analyses of the likelihood of recovery under the Performance Bond; (f) any Communications with counsel regarding the Performance Bond demand; and (g) any Documents reflecting the current status of the Performance Bond demand.
REQUEST NO. 41 — Ridgepoint Capital Group — Acquisition Documents
All Documents relating to Ridgepoint Capital Group LP's acquisition of its fifty-five percent (55%) equity stake in Meridian in approximately 2018 for approximately Two Hundred Eighty-Five Million Dollars ($285,000,000), including without limitation: (a) equity purchase agreements, stock purchase agreements, membership interest purchase agreements, and related transaction documents; (b) investor presentations, confidential information memoranda, and management presentations prepared in connection with the acquisition; (c) due diligence materials, including financial, legal, operational, and commercial due diligence reports; (d) investment memoranda and investment committee materials prepared by Ridgepoint; (e) any analyses of the NFA contract (or the prospect of the NFA contract) as part of Ridgepoint's investment thesis for the acquisition; (f) valuation analyses, financial models, and return projections prepared in connection with the acquisition; and (g) any post-closing obligations, earnout provisions, or performance milestones contained in the acquisition documents.
REQUEST NO. 42 — Ridgepoint Capital Group — Ongoing Communications
All Communications between Meridian (including Victor Sandoval, Bridget Yeung, Randall Obrecht, Marcus Henley, and any other Meridian officer, employee, or representative) and Ridgepoint Capital Group LP (including Graham Latimer and any other Ridgepoint partner, employee, or representative) from April 1, 2020 through the present, concerning the Project, Meridian's performance under the MCA, delays, NCRs, quality issues, cure notices, the termination, post-termination matters, and this litigation, including without limitation: (a) written correspondence and emails; (b) meeting agendas, meeting minutes, and presentation materials; (c) board observer communications and information rights requests; (d) quarterly and ad hoc reporting to Ridgepoint regarding the Project; and (e) any Communications reflecting Ridgepoint's views, instructions, or recommendations regarding Meridian's management of the Project, its response to the cure notices, the termination, or the prosecution of this litigation.
REQUEST NO. 43 — Ridgepoint Capital Group — Litigation Funding Documents
All Documents relating to Ridgepoint Capital Group LP's funding of this litigation, including without limitation: (a) any agreements, commitments, or arrangements between Meridian and Ridgepoint regarding the funding of litigation costs and expenses; (b) litigation budgets, fee estimates, and cost projections; (c) the estimated Twelve Million Dollar ($12,000,000) litigation war chest or any similar litigation funding commitment; (d) Communications between Meridian and Ridgepoint regarding litigation strategy, case management, settlement authority, and settlement parameters; (e) any capital calls, equity contributions, or loans made by Ridgepoint to Meridian for the purpose of funding this litigation; and (f) a