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Contract analysis Extract to table

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 425 Park Avenue, 33rd Floor New York, NY 10022 Tel: (212) 554-7000

Fax: (212) 554-7001

www.calderwoodharkness.com

October 15, 2024

Dr. Elinor Chazen Lakeview Consulting Group LLC 200 South Wacker Drive, Suite 1400 Chicago, IL 60606

Re: Retention as Construction/Delay Expert — Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Supreme Court of the State of New York, New York County, Commercial Division, Index No. 654321/2024; Calderwood & Harkness LLP Matter No. 1022-00005

Dear Dr. Chazen:

1. Purpose and Engagement

This letter confirms the engagement of Dr. Elinor Chazen and Lakeview Consulting Group LLC ("Lakeview") by Calderwood & Harkness LLP ("C&H"), on behalf of our clients Northgate Telecommunications PLC ("Northgate" or "NTP") and Northgate Fiber Americas Inc. ("NFA," and together with NTP, "Defendants"), as a construction and delay expert in connection with the above-referenced litigation. C&H serves as defense counsel of record for Northgate and NFA in this action.

This engagement is effective as of October 15, 2024. Dr. Chazen is expected to serve as a testifying expert witness on behalf of Defendants on issues of construction scheduling, delay causation, quality non-conformances, and related matters as more fully described in Section 3 below. In that capacity, Dr. Chazen may be required to provide one or more affirmative expert reports, rebuttal expert reports, deposition testimony, and trial testimony, all in accordance with the schedule established by the Court and described herein. In addition, Dr. Chazen may be called upon to provide consulting advice and assistance in connection with the review and analysis of opposing expert opinions, the development of litigation strategy related to construction and delay issues, and the preparation of deposition and trial cross-examination outlines for opposing experts and fact witnesses.

We are pleased to retain Lakeview and Dr. Chazen for this engagement. Dr. Chazen's qualifications in critical path analysis, construction delay quantification, and large-scale infrastructure project management are well-suited to the technical issues presented in this case.

2. Background of the Litigation

To provide context for the scope of the engagement, we summarize below the relevant factual and procedural background of this litigation.

2.1 The Parties and the Master Construction Agreement. On March 15, 2020, NFA, as Owner, and Meridian Infrastructure Partners LLC ("Meridian"), as Contractor, entered into a Master Construction Agreement (the "MCA") for the design, engineering, permitting, and construction of approximately 18,500 route miles of underground and aerial fiber-optic cable across a seven-state footprint in the northeastern United States, specifically encompassing New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia. The MCA represented a critical component of Northgate's broader U.S. market expansion strategy, pursuant to which Northgate sought to deploy a last-mile and middle-mile fiber-optic network to serve enterprise, wholesale, and residential customers in the northeastern corridor.

The total MCA contract price was approximately $1.2 billion, structured as a combination of fixed-price milestones (approximately $780 million, representing 65% of the total contract price) and unit-rate pricing (approximately $420 million, representing the remaining 35%). The MCA provided for a five-year performance term commencing upon the issuance of a Notice to Proceed, which was issued on April 1, 2020, establishing an original completion date of March 31, 2025.

2.2 Termination and the Commencement of Litigation. On April 1, 2024, Northgate terminated the MCA for cause pursuant to MCA § 14.1, citing Meridian's material breach of the agreement based on persistent schedule delays across multiple project phases, substandard workmanship as documented in numerous non-conformance reports, and Meridian's failure to cure such defaults after proper notice and opportunity to cure, as required under the MCA.

On July 15, 2024, Meridian filed a Verified Complaint in the Supreme Court of the State of New York, New York County, Commercial Division, asserting claims against NFA for (i) breach of contract and (ii) breach of the implied covenant of good faith and fair dealing, each arising from NFA's termination of the MCA. Meridian's claims total approximately $200 million in damages. Meridian contends that the termination was pretextual and unjustified, and that NFA improperly used the termination-for-cause mechanism to exit a contractual relationship that had become economically disadvantageous to NFA due to market changes unrelated to Meridian's performance.

Defendants filed their Answer with Affirmative Defenses and Counterclaims on September 3, 2024. Northgate's counterclaims total approximately $149 million, consisting of (i) liquidated damages of approximately $49 million for Meridian's schedule defaults calculated pursuant to the liquidated damages provisions of MCA § 9.3 ("Counterclaim I"); (ii) excess completion costs of approximately $81.7 million, representing the difference between the cost of engaging a replacement contractor to complete the remaining scope and the unpaid balance under the MCA at the time of termination ("Counterclaim II"); and (iii) remediation costs of approximately $18.3 million, representing the estimated cost of correcting and remediating defective and non-conforming work performed by Meridian during the course of the project ("Counterclaim III").

2.3 Procedural Status. The case is assigned to the Honorable Eleanor M. Ricci, Part 49, Supreme Court of the State of New York, New York County, located at 60 Centre Street, New York, NY 10007. Plaintiff Meridian is represented by Hargrove, Deluca & Stein LLP, with Thomas Deluca serving as lead partner. The Court has issued a preliminary conference order establishing a discovery schedule, including an expert report deadline of March 31, 2025 for affirmative reports and May 15, 2025 for rebuttal reports, with a six-week trial window commencing in November 2025.

3. Scope of Engagement

We anticipate that Dr. Chazen's work in this engagement will encompass the following areas. We recognize that the scope of work may evolve as discovery progresses and as additional issues emerge; any material changes to the scope will be discussed with Lakeview in advance.

3.1 Critical Path Analysis

Dr. Chazen shall analyze the MCA's fourteen (14) defined milestones, as set forth in MCA § 8.2 and Exhibit B thereto, and the project schedule to develop a comprehensive critical path method ("CPM") delay analysis for the entire fiber build-out program. This analysis should encompass all three phases of the project, as summarized below:

(a) Phase 1 — New York Metro & Northern New Jersey. Phase 1 encompassed approximately 3,200 route miles and was governed by Milestones 1 through 4 (April 2020 through September 2021), with a total milestone value of approximately $208 million. While Milestones 1 and 2 were completed on or near schedule, Milestone 3 was completed forty-seven (47) days late, with a target completion date of August 28, 2021 and an actual completion date of October 14, 2021. Milestone 4 was subsequently completed with residual delay carried forward from Milestone 3. Dr. Chazen should analyze the causes and impact of these Phase 1 delays and their effect on subsequent project phases.

(b) Phase 2 — Connecticut, Western Massachusetts, and Southern Pennsylvania. Phase 2 encompassed approximately 5,600 route miles and was governed by Milestones 5 through 8 (October 2021 through June 2023), with a total milestone value of approximately $363 million. Phase 2 experienced progressively worsening delays: Milestone 5 was completed twenty-two (22) days late; Milestone 6 was completed sixty-eight (68) days late; Milestone 7 was completed ninety-one (91) days late; and Milestone 8 was never completed before termination, with one hundred thirty-four (134) days of delay accrued as of the termination date. Dr. Chazen should analyze the accelerating pattern of delay in Phase 2 and evaluate the causes, including any concurrent delays and the interplay between Contractor performance deficiencies and any alleged Owner-caused or excusable delays.

(c) Phase 3 — Maryland, Virginia, and Eastern Pennsylvania. Phase 3 encompassed approximately 9,700 route miles and was governed by Milestones 9 through 14 (July 2023 through March 2025), with a total milestone value of approximately $629 million. At the time of termination, only approximately 340 of the 9,700 planned route miles in Phase 3 had been constructed, representing approximately 3.5% completion of Phase 3 scope. Dr. Chazen should analyze the causes of the minimal progress on Phase 3 and the impact of Phase 2 delays on Phase 3 commencement and execution.

In total, approximately 9,140 of the planned 18,500 route miles had been completed as of the date of termination, representing approximately 49.4% of the total contractual scope. Dr. Chazen's critical path analysis should determine the causes and responsibility for each period of delay across all three phases, distinguishing Contractor-caused delays from any allegedly Owner-caused delays, excusable delays, or concurrent delays.

3.2 Delay Causation Analysis

Dr. Chazen shall evaluate Meridian's defenses regarding the causes of project delay. Specifically, Meridian has asserted that the delays experienced on the project were attributable to causes outside of Meridian's control, including:

(a) Alleged Owner Permitting Failures. Meridian contends that NFA failed to timely obtain municipal permits necessary for construction activities, and that such permits were the Owner's responsibility under MCA § 5.3 (Permitting Obligations). Meridian alleges that permitting delays in multiple municipalities, particularly in Connecticut and Massachusetts during Phase 2, caused critical path delays for which NFA bears responsibility. Dr. Chazen shall analyze MCA § 5.3 and the allocation of permitting responsibilities between Owner and Contractor, review the actual permitting timelines and correspondence, and opine on whether any Owner permitting delays were, in fact, on the critical path and whether Meridian's interpretation of the permitting allocation is consistent with the terms of the MCA.

(b) Alleged Owner-Directed Scope Changes. Meridian contends that NFA directed fourteen (14) scope changes during the course of the project that were not formalized as Change Orders under MCA § 16.1, which requires written Change Orders signed by both parties as a prerequisite to any adjustment in contract price or schedule. Meridian characterizes these as "constructive changes" that expanded the scope of work and caused additional delay. Dr. Chazen shall review each of the fourteen alleged scope changes, analyze whether they constituted changes to the scope of work or merely clarifications, corrections, or directives within the existing scope, and assess their impact (if any) on the critical path.

(c) Force Majeure — COVID-19 and Supply Chain Disruptions. Meridian has invoked the MCA's force majeure clause (MCA § 15.2), arguing that COVID-19 aftereffects on labor supply and supply chain disruptions for fiber-optic cable and conduit materials constituted force majeure events entitling Meridian to schedule relief. Dr. Chazen shall analyze the MCA's force majeure provisions, including the notice requirements and the scope of qualifying events, and shall evaluate whether the claimed events meet the contractual requirements for force majeure relief, including whether Meridian provided timely notice and took reasonable mitigation measures.

In addition, Dr. Chazen shall review and analyze the cure notice and termination sequence in detail, including:

• Cure Notice No. 1 (January 18, 2024), issued by Renata Voss, VP of US Network Infrastructure, NFA, to Meridian, identifying specific schedule delays, quality deficiencies, and related defaults and providing the required thirty (30) day cure period under MCA § 14.1(b);

• Meridian's Response to Cure Notice No. 1 (February 2, 2024), from Victor Sandoval, Managing Member and CEO of Meridian, contesting certain of the identified defaults and requesting additional time to formulate a corrective action plan;

• Cure Notice No. 2 (February 19, 2024), issued by Ms. Voss to Meridian, identifying additional defaults that had arisen since Cure Notice No. 1 and reiterating the requirement for immediate corrective action;

• Meridian's Corrective Action Plan (March 5, 2024), submitted by Mr. Sandoval, proposing an accelerated construction schedule, the deployment of additional field crews, a nine (9) month extension of the MCA completion date to December 31, 2025, and approximately $87 million in additional compensation to fund the proposed acceleration;

• Northgate's Rejection of the Corrective Action Plan (March 12, 2024), rejecting Meridian's proposal as inadequate and untimely, and citing, among other things, twelve (12) additional critical non-conformance reports ("NCRs") issued during February 2024, which demonstrated that Meridian's quality failures were continuing and worsening even during the cure period; and

• Notice of Termination for Cause (April 1, 2024), issued by NFA pursuant to MCA § 14.1, formally terminating the MCA for Meridian's material breach.

Dr. Chazen shall analyze this sequence and opine on whether the cure notices were procedurally and substantively sufficient under the MCA, whether Meridian's response and corrective action plan were adequate to cure the identified defaults, and whether the termination was justified.

3.3 Non-Conformance Report (NCR) Assessment

Dr. Chazen shall review and analyze all two hundred eighty-seven (287) non-conformance reports issued during the course of the project. Of these, forty-three (43) were classified as "critical" NCRs and two hundred forty-four (244) were classified as "non-critical" NCRs, based on the severity classifications set forth in the MCA's quality management provisions.

Critical NCRs encompass deficiencies including, but not limited to, splice loss measurements exceeding the specifications set forth in Northgate's Technical Specification NS-FIBER-2020 (e.g., splice loss exceeding 0.1 dB per splice on single-mode fiber), improper conduit depth (conduit installed at less than the required minimum depth of 36 inches below grade in public rights-of-way, as required by NS-FIBER-2020 § 4.3), unauthorized route deviations from the approved engineering drawings, and other defects affecting the structural integrity, performance, or long-term reliability of the installed fiber-optic network.

All work under the MCA was required to conform to Northgate's Technical Specification NS-FIBER-2020 and applicable industry standards, including ANSI/TIA-568 (Telecommunications Infrastructure Standard for Commercial Buildings), BICSI Telecommunications Distribution Methods Manual guidelines, and other standards as specified in MCA § 12.4 (Quality Standards).

Dr. Chazen shall:

(i) Assess the impact of quality defects documented in the NCRs on the critical path and overall project schedule, including whether remediation work and re-inspections contributed to schedule delays;

(ii) Evaluate the twelve (12) additional critical NCRs issued during February 2024, which formed a significant basis for Northgate's rejection of Meridian's Corrective Action Plan and the subsequent termination;

(iii) Support the quantification of remediation costs asserted in Counterclaim III, estimated at approximately $18.3 million, broken down as follows: forty-three (43) critical NCRs at an estimated average remediation cost of approximately $275,000 per NCR, totaling approximately $11.825 million; and two hundred forty-four (244) non-critical NCRs at an estimated average remediation cost of approximately $26,500 per NCR, totaling approximately $6.466 million; and

(iv) Assess whether Meridian's pattern of quality non-conformances reflects systemic deficiencies in its quality management program, supervision, and field practices, as opposed to isolated or incidental defects.

3.4 Assessment of Meridian's Material Breach

Dr. Chazen shall opine on whether Meridian's cumulative schedule delays and quality failures, considered together, constitute a material breach of the MCA supporting termination for cause under MCA § 14.1. This analysis should consider, among other things:

(i) The magnitude and pattern of schedule delays across all three project phases, including the progressively worsening trend from Phase 1 through Phase 3;

(ii) The volume and severity of quality non-conformances, including the concentration of critical NCRs in the later phases of the project;

(iii) The thirty (30) day cure period requirement under MCA § 14.1(b) and whether the cure notices issued by NFA were procedurally and substantively sufficient to satisfy the contractual prerequisites for termination;

(iv) The adequacy and feasibility of Meridian's March 5, 2024 Corrective Action Plan, including whether the proposed nine-month extension and $87 million in additional compensation were reasonable under the circumstances or represented an attempt to shift the financial consequences of Meridian's own performance failures to the Owner; and

(v) Industry standards and practices regarding the materiality of construction defaults and the exercise of termination-for-cause provisions in large-scale infrastructure contracts.

3.5 Rebuttal of Plaintiff's Expert Opinions

Dr. Chazen shall review and rebut the opinions anticipated from Meridian's construction and delay expert, James Ochoa, PE, of Keystone Project Advisory LLC, located in Philadelphia, Pennsylvania. Based on information available to date, we anticipate that Mr. Ochoa will opine that the project delays were predominantly Owner-caused, arising from NFA's permitting failures and alleged constructive changes, and that Meridian's quality performance was within industry norms for a project of this scope and complexity. Dr. Chazen should prepare a comprehensive rebuttal expert report responding to Mr. Ochoa's affirmative report when it is produced, addressing each of his opinions and challenging the factual bases, analytical methodology, and conclusions set forth therein.

3.6 Reports and Testimony

Dr. Chazen shall prepare and deliver the following:

(i) An affirmative expert report for submission by March 31, 2025, the expert report deadline established by the Court's preliminary conference order;

(ii) A rebuttal expert report for submission by May 15, 2025, the rebuttal report deadline established by the Court's preliminary conference order;

(iii) Availability for deposition by Meridian's counsel, which is expected to be scheduled during June 2025 (specific date to be determined by agreement of counsel or by the Court); and

(iv) Availability for trial testimony during the six-week trial window commencing in November 2025, with specific testimony dates to be confirmed as the trial schedule is finalized.

4. Key Witnesses and Contacts

We provide below a summary of the key fact witnesses and litigation contacts relevant to this engagement, for Dr. Chazen's reference.

4.1 Key NFA Fact Witnesses. The following NFA personnel are key fact witnesses with knowledge relevant to the construction and delay issues in this case. Any coordination between Dr. Chazen and these witnesses shall be conducted through C&H counsel:

• Renata Voss, Vice President of US Network Infrastructure, NFA. Ms. Voss was the senior NFA executive responsible for overseeing Meridian's performance under the MCA and authorized the issuance of both Cure Notices and the Notice of Termination. Ms. Voss was deposed on November 12–13, 2024.

• Sean Calloway, Director of Construction Management, NFA. Mr. Calloway managed the day-to-day construction oversight, including field inspections, progress monitoring, and issuance of non-conformance reports. Mr. Calloway was deposed on November 19, 2024.

4.2 Key Meridian Witnesses. The following Meridian personnel are key adverse fact witnesses whose deposition testimony will be relevant to Dr. Chazen's analysis:

• Marcus Henley, Vice President of Field Operations, Northeast Division, Meridian. Mr. Henley directed Meridian's field construction operations across all three project phases. Mr. Henley was deposed on December 3–4, 2024.

• Victor Sandoval, Managing Member and Chief Executive Officer, Meridian. Mr. Sandoval is Meridian's principal and authorized representative under the MCA. Mr. Sandoval was deposed on December 10–11, 2024.

• Bridget Yeung, Chief Operating Officer, Meridian. Ms. Yeung oversaw scheduling, resource allocation, and subcontractor management for the project. Ms. Yeung's deposition is scheduled for February 4, 2025.

4.3 Replacement Contractor. Following termination of the MCA, NFA entered into a replacement construction contract with Crestline Construction Group Inc. ("Crestline") on June 10, 2024 for completion of the remaining scope of work. The replacement contract price is $712 million. Frank DiBello, Chief Executive Officer of Crestline, is expected to be deposed on March 4, 2025. Dr. Chazen's analysis of excess completion costs (Counterclaim II) should be informed by the terms and pricing of the Crestline replacement contract.

4.4 C&H Engagement Team. The C&H team members with primary responsibility for managing this engagement are as follows:

• Linda Osei, Partner — Responsible Partner for the engagement

• Jeffrey Park, Associate — Lead Associate overseeing day-to-day expert coordination

• Yuki Nakamura, Associate — Working Associate providing document and deposition support

All communications regarding the substantive work under this engagement should be directed to Jeffrey Park in the first instance, with Linda Osei copied on all significant matters. Mr. Park can be reached at (212) 554-7214 or jpark@calderwoodharkness.com.

5. Document Access and Materials

C&H will make available to Dr. Chazen and the Lakeview team all relevant documents from the litigation record necessary to perform the work described in this engagement letter. The materials to be provided include, but are not limited to:

• The Master Construction Agreement dated March 15, 2020, together with all exhibits, schedules, amendments, and Change Orders (if any) executed during the course of the project;

• Northgate's and Meridian's document productions, comprising approximately 1.4 million documents (approximately 3.2 terabytes) produced by Northgate and approximately 890,000 documents (approximately 1.8 terabytes) produced by Meridian;

• All 287 non-conformance reports and supporting quality assurance reports, including inspection logs, test results, photographs, and corrective action records;

• Milestone schedules, baseline and updated CPM schedules, monthly progress reports, daily logs, and payment applications submitted by Meridian throughout the project;

• Cure notices, termination correspondence, and related communications between NFA and Meridian;

• Deposition transcripts of all fact witnesses, as they become available;

• Meridian's Verified Complaint (filed July 15, 2024) and Northgate's Answer with Affirmative Defenses and Counterclaims (filed September 3, 2024); and

• Such additional materials as may become relevant as discovery progresses.

Documents will be hosted on a secure litigation support platform maintained by Vantage Litigation Support LLC, located at 300 Vesey Street, Suite 600, New York, NY 10282. C&H will provide Dr. Chazen and designated Lakeview team members with access credentials to the Vantage platform, which provides full-text search, document tagging, and review functionality. Additionally, third-party subpoena productions from seven (7) subcontractors engaged by Meridian on the project and three (3) municipal permitting authorities will be shared with Dr. Chazen and Lakeview as they are received and processed.

6. Compensation and Billing

6.1 Hourly Rates. Compensation for services rendered under this engagement shall be based on the following hourly rates:

These rates are effective as of the date of this engagement letter and shall remain in effect through December 31, 2025, unless otherwise agreed in writing. Any proposed rate adjustments for periods thereafter shall be discussed with C&H in advance.

6.2 Invoicing. Lakeview shall submit monthly invoices to Calderwood & Harkness LLP, Attn: Linda Osei / Jeffrey Park, 425 Park Avenue, 33rd Floor, New York, NY 10022. Each invoice shall detail hours worked by task category, timekeeper name and rate, and a brief description of the work performed during the billing period. Invoices should be submitted by the 15th of each month for work performed during the preceding calendar month.

6.3 Expenses. Reasonable out-of-pocket expenses incurred in connection with this engagement, including travel expenses (airfare, ground transportation, lodging, and meals), copying and printing costs, and data processing and technology costs, will be reimbursed by C&H upon submission of itemized receipts. Air travel shall be at coach class for domestic flights, unless otherwise approved in advance. Hotel accommodations shall be at reasonable business-class hotels.

6.4 Budget. C&H's overall expert cost budget for this matter, combined with the engagement of the damages expert, Professor Gordon Whitfield of Pinnacle Economics LLC, is estimated at $2.4 million to $3.1 million. Dr. Chazen's engagement is expected to constitute a substantial portion of this overall expert budget. We ask that Lakeview provide C&H with a preliminary budget estimate within thirty (30) days of the commencement of work, broken down by task category, and that Lakeview notify C&H promptly if actual costs are projected to exceed the preliminary estimate by more than ten percent (10%).

6.5 Payment Terms. Payment of invoices shall be due net thirty (30) days from C&H's receipt of a properly submitted invoice.

6.6 Funding. We note for informational purposes that Ironclad Surety Group Inc., the surety on the performance bond issued in connection with the MCA, has agreed, under reservation of rights, to contribute up to $2 million toward Northgate's defense costs in this litigation, which may partially fund expert costs. This arrangement does not affect the terms of Lakeview's engagement with C&H or Lakeview's billing obligations as set forth herein.

7. Confidentiality and Privilege

7.1 Privilege and Work Product Protection. All documents, information, data, and communications provided by C&H to Dr. Chazen and Lakeview in connection with this engagement are provided in anticipation of litigation and are protected by the attorney-client privilege and/or the attorney work product doctrine. Dr. Chazen and Lakeview shall take all reasonable steps to preserve and maintain the privileged and protected nature of such materials.

7.2 Confidentiality Obligations. Dr. Chazen and Lakeview shall maintain strict confidentiality of all materials received and all work product generated in connection with this engagement. Neither Dr. Chazen nor any Lakeview personnel shall disclose any information, documents, analyses, opinions, or work product to any third party without the prior written consent of C&H.

7.3 Confidentiality Stipulation. Certain discovery materials produced in this litigation may be designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only" pursuant to the Stipulation and Proposed Order Regarding Confidentiality of discovery Materials entered by the Court in this case on October 1, 2024 (the "Confidentiality Stipulation"). A copy of the Confidentiality Stipulation is enclosed with this letter. Dr. Chazen and all Lakeview personnel who will have access to confidential discovery materials shall execute the Undertaking to Be Bound by Confidentiality Order attached as Exhibit A to the Confidentiality Stipulation and shall comply with all terms and conditions thereof. C&H will provide copies of the Undertaking form for execution prior to any access to designated confidential materials.

7.4 No Direct Communications. Dr. Chazen shall not communicate directly with any party (including Northgate and NFA personnel), any fact or expert witness, or opposing counsel without prior authorization from C&H. All witness contacts and communications shall be arranged through C&H counsel.

7.5 discoverability of Expert Materials. Dr. Chazen should be aware that, under applicable rules of civil procedure and case law, draft expert reports and certain communications between testifying experts and retaining counsel may be discoverable by opposing parties. C&H will provide Dr. Chazen with detailed guidance on document retention protocols, communication best practices, and the handling of draft materials to minimize unnecessary disclosure risks while complying with all applicable legal obligations. Dr. Chazen should not retain or distribute draft reports, preliminary analyses, or working notes beyond those necessary for the preparation of final work product, except as directed by C&H.

8. Conflicts of Interest

Dr. Chazen and Lakeview confirm that, as of the date of this letter, they have no prior or current relationship — whether as expert, consultant, employee, contractor, or otherwise — with any of the following entities or individuals that would create a conflict of interest or impair the credibility of Dr. Chazen's testimony in this matter:

• Meridian Infrastructure Partners LLC;

• Ridgepoint Capital Group LP (Meridian's equity sponsor);

• Hargrove, Deluca & Stein LLP (Meridian's counsel);

• Keystone Project Advisory LLC (James Ochoa's firm; Meridian's construction expert);

• Westbrook Valuation Services Inc. (believed to be Meridian's damages expert);

• Ironclad Surety Group Inc. (surety on the MCA performance bond);

• Crestline Construction Group Inc. (replacement contractor); or

• Any other adverse or potentially adverse party in this litigation.

If any conflict of interest arises during the course of this engagement, Lakeview shall promptly notify C&H in writing so that the conflict may be evaluated and, if necessary, appropriate measures taken.

9. Independence and Professional Standards

Dr. Chazen will render all opinions based on her independent professional judgment, applying accepted methodologies in the fields of construction management, scheduling, and delay analysis, including critical path methodology ("CPM"), time impact analysis ("TIA"), and such other analytical frameworks as may be appropriate given the facts and circumstances of the project. Dr. Chazen's role is to provide objective, well-supported expert opinions, and she shall not serve as an advocate for any party's position.

Dr. Chazen's opinions must be supportable, grounded in the facts and data of the case, and rendered to a reasonable degree of professional certainty. Dr. Chazen should ensure that all opinions are adequately supported by reference to specific project documents, industry standards, professional literature, and her own professional experience and qualifications.

Dr. Chazen acknowledges that she may be subject to challenge under the Frye standard, which is applicable in New York state courts, and which requires that expert testimony be based on theories and methodologies that have gained general acceptance in the relevant professional community. See Frye v. United States, 293 F. 1013 (D.C. Cir. 1923); Parker v. Mobil Oil Corp., 7 N.Y.3d 434 (2006). Dr. Chazen agrees to ensure that her analytical methodology meets the general acceptance test and to be prepared to defend the reliability and acceptance of her methodology in any Frye hearing or challenge.

10. Term and Termination of Engagement

This engagement shall continue until the conclusion of the above-referenced litigation, including any post-trial motions and appeals, unless earlier terminated by either party. Either C&H (on behalf of Defendants) or Lakeview may terminate this engagement upon thirty (30) days' prior written notice to the other party.

Upon termination of the engagement for any reason, Lakeview shall, at C&H's direction, either return or securely destroy all confidential materials, documents, work product, and data received or generated in connection with this engagement, and shall provide written certification of such return or destruction. Notwithstanding any termination, Lakeview may retain one archival copy of its work product files solely for professional records purposes, subject to continuing confidentiality obligations.

All fees and expenses for work performed and costs incurred through the effective date of termination shall remain payable in accordance with Section 6 of this letter.

11. Relationship of Parties

Dr. Chazen and Lakeview Consulting Group LLC are engaged as independent contractors. Nothing in this engagement letter shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between Lakeview or Dr. Chazen, on the one hand, and C&H, Northgate, or NFA, on the other hand. Lakeview shall be solely responsible for the employment, compensation, benefits, and supervision of its personnel assigned to this engagement.

12. Governing Law

This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

13. Acceptance and Counterparts

If the terms of this engagement are acceptable, please sign and return a copy of this letter to the undersigned at your earliest convenience to confirm your acceptance. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by facsimile or electronic signature (including PDF) shall be deemed effective delivery of an originally executed counterpart.

We look forward to working with you and the Lakeview team on this important matter. Please do not hesitate to contact Jeffrey Park or me if you have any questions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Linda Osei Partner, Litigation 425 Park Avenue, 33rd Floor New York, NY 10022 Tel: (212) 554-7118

Email: losei@calderwoodharkness.com

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned hereby acknowledges receipt of this engagement letter, confirms that the terms set forth herein are acceptable, and agrees to perform the services described herein in accordance with the terms and conditions stated above.

LAKEVIEW CONSULTING GROUP LLC

By: ________

Name: Dr. Elinor Chazen

Title: Managing Director / Principal

Date: ________

Enclosures:

1. Stipulation and Proposed Order Regarding Confidentiality of discovery Materials (filed October 1, 2024)

2. Verified Complaint (filed July 15, 2024)

3. Answer with Affirmative Defenses and Counterclaims (filed September 3, 2024)

4. Master Construction Agreement dated March 15, 2020 (with exhibits)

cc:

Dominic Hale, General Counsel, Northgate Telecommunications PLC (via email) Jeffrey Park, Lead Associate, Calderwood & Harkness LLP Yuki Nakamura, Associate, Calderwood & Harkness LLP

Timekeeper	Hourly Rate
Dr. Elinor Chazen, Managing Director / Principal	$750.00
Lakeview Senior Analysts	$450.00
Lakeview Junior Analysts	$300.00

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 425 Park Avenue, 33rd Floor New York, NY 10022 Tel: (212) 554-7000
Fax: (212) 554-7001
www.calderwoodharkness.com
October 15, 2024
Dr. Elinor Chazen Lakeview Consulting Group LLC 200 South Wacker Drive, Suite 1400 Chicago, IL 60606
Re: Retention as Construction/Delay Expert — Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Supreme Court of the State of New York, New York County, Commercial Division, Index No. 654321/2024; Calderwood & Harkness LLP Matter No. 1022-00005
Dear Dr. Chazen:
1. Purpose and Engagement
This letter confirms the engagement of Dr. Elinor Chazen and Lakeview Consulting Group LLC ("Lakeview") by Calderwood & Harkness LLP ("C&H"), on behalf of our clients Northgate Telecommunications PLC ("Northgate" or "NTP") and Northgate Fiber Americas Inc. ("NFA," and together with NTP, "Defendants"), as a construction and delay expert in connection with the above-referenced litigation. C&H serves as defense counsel of record for Northgate and NFA in this action.
This engagement is effective as of October 15, 2024. Dr. Chazen is expected to serve as a testifying expert witness on behalf of Defendants on issues of construction scheduling, delay causation, quality non-conformances, and related matters as more fully described in Section 3 below. In that capacity, Dr. Chazen may be required to provide one or more affirmative expert reports, rebuttal expert reports, deposition testimony, and trial testimony, all in accordance with the schedule established by the Court and described herein. In addition, Dr. Chazen may be called upon to provide consulting advice and assistance in connection with the review and analysis of opposing expert opinions, the development of litigation strategy related to construction and delay issues, and the preparation of deposition and trial cross-examination outlines for opposing experts and fact witnesses.
We are pleased to retain Lakeview and Dr. Chazen for this engagement. Dr. Chazen's qualifications in critical path analysis, construction delay quantification, and large-scale infrastructure project management are well-suited to the technical issues presented in this case.
2. Background of the Litigation
To provide context for the scope of the engagement, we summarize below the relevant factual and procedural background of this litigation.
2.1 The Parties and the Master Construction Agreement. On March 15, 2020, NFA, as Owner, and Meridian Infrastructure Partners LLC ("Meridian"), as Contractor, entered into a Master Construction Agreement (the "MCA") for the design, engineering, permitting, and construction of approximately 18,500 route miles of underground and aerial fiber-optic cable across a seven-state footprint in the northeastern United States, specifically encompassing New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia. The MCA represented a critical component of Northgate's broader U.S. market expansion strategy, pursuant to which Northgate sought to deploy a last-mile and middle-mile fiber-optic network to serve enterprise, wholesale, and residential customers in the northeastern corridor.
The total MCA contract price was approximately $1.2 billion, structured as a combination of fixed-price milestones (approximately $780 million, representing 65% of the total contract price) and unit-rate pricing (approximately $420 million, representing the remaining 35%). The MCA provided for a five-year performance term commencing upon the issuance of a Notice to Proceed, which was issued on April 1, 2020, establishing an original completion date of March 31, 2025.
2.2 Termination and the Commencement of Litigation. On April 1, 2024, Northgate terminated the MCA for cause pursuant to MCA § 14.1, citing Meridian's material breach of the agreement based on persistent schedule delays across multiple project phases, substandard workmanship as documented in numerous non-conformance reports, and Meridian's failure to cure such defaults after proper notice and opportunity to cure, as required under the MCA.
On July 15, 2024, Meridian filed a Verified Complaint in the Supreme Court of the State of New York, New York County, Commercial Division, asserting claims against NFA for (i) breach of contract and (ii) breach of the implied covenant of good faith and fair dealing, each arising from NFA's termination of the MCA. Meridian's claims total approximately $200 million in damages. Meridian contends that the termination was pretextual and unjustified, and that NFA improperly used the termination-for-cause mechanism to exit a contractual relationship that had become economically disadvantageous to NFA due to market changes unrelated to Meridian's performance.
Defendants filed their Answer with Affirmative Defenses and Counterclaims on September 3, 2024. Northgate's counterclaims total approximately $149 million, consisting of (i) liquidated damages of approximately $49 million for Meridian's schedule defaults calculated pursuant to the liquidated damages provisions of MCA § 9.3 ("Counterclaim I"); (ii) excess completion costs of approximately $81.7 million, representing the difference between the cost of engaging a replacement contractor to complete the remaining scope and the unpaid balance under the MCA at the time of termination ("Counterclaim II"); and (iii) remediation costs of approximately $18.3 million, representing the estimated cost of correcting and remediating defective and non-conforming work performed by Meridian during the course of the project ("Counterclaim III").
2.3 Procedural Status. The case is assigned to the Honorable Eleanor M. Ricci, Part 49, Supreme Court of the State of New York, New York County, located at 60 Centre Street, New York, NY 10007. Plaintiff Meridian is represented by Hargrove, Deluca & Stein LLP, with Thomas Deluca serving as lead partner. The Court has issued a preliminary conference order establishing a discovery schedule, including an expert report deadline of March 31, 2025 for affirmative reports and May 15, 2025 for rebuttal reports, with a six-week trial window commencing in November 2025.
3. Scope of Engagement
We anticipate that Dr. Chazen's work in this engagement will encompass the following areas. We recognize that the scope of work may evolve as discovery progresses and as additional issues emerge; any material changes to the scope will be discussed with Lakeview in advance.
3.1 Critical Path Analysis
Dr. Chazen shall analyze the MCA's fourteen (14) defined milestones, as set forth in MCA § 8.2 and Exhibit B thereto, and the project schedule to develop a comprehensive critical path method ("CPM") delay analysis for the entire fiber build-out program. This analysis should encompass all three phases of the project, as summarized below:
(a) Phase 1 — New York Metro & Northern New Jersey. Phase 1 encompassed approximately 3,200 route miles and was governed by Milestones 1 through 4 (April 2020 through September 2021), with a total milestone value of approximately $208 million. While Milestones 1 and 2 were completed on or near schedule, Milestone 3 was completed forty-seven (47) days late, with a target completion date of August 28, 2021 and an actual completion date of October 14, 2021. Milestone 4 was subsequently completed with residual delay carried forward from Milestone 3. Dr. Chazen should analyze the causes and impact of these Phase 1 delays and their effect on subsequent project phases.
(b) Phase 2 — Connecticut, Western Massachusetts, and Southern Pennsylvania. Phase 2 encompassed approximately 5,600 route miles and was governed by Milestones 5 through 8 (October 2021 through June 2023), with a total milestone value of approximately $363 million. Phase 2 experienced progressively worsening delays: Milestone 5 was completed twenty-two (22) days late; Milestone 6 was completed sixty-eight (68) days late; Milestone 7 was completed ninety-one (91) days late; and Milestone 8 was never completed before termination, with one hundred thirty-four (134) days of delay accrued as of the termination date. Dr. Chazen should analyze the accelerating pattern of delay in Phase 2 and evaluate the causes, including any concurrent delays and the interplay between Contractor performance deficiencies and any alleged Owner-caused or excusable delays.
(c) Phase 3 — Maryland, Virginia, and Eastern Pennsylvania. Phase 3 encompassed approximately 9,700 route miles and was governed by Milestones 9 through 14 (July 2023 through March 2025), with a total milestone value of approximately $629 million. At the time of termination, only approximately 340 of the 9,700 planned route miles in Phase 3 had been constructed, representing approximately 3.5% completion of Phase 3 scope. Dr. Chazen should analyze the causes of the minimal progress on Phase 3 and the impact of Phase 2 delays on Phase 3 commencement and execution.
In total, approximately 9,140 of the planned 18,500 route miles had been completed as of the date of termination, representing approximately 49.4% of the total contractual scope. Dr. Chazen's critical path analysis should determine the causes and responsibility for each period of delay across all three phases, distinguishing Contractor-caused delays from any allegedly Owner-caused delays, excusable delays, or concurrent delays.
3.2 Delay Causation Analysis
Dr. Chazen shall evaluate Meridian's defenses regarding the causes of project delay. Specifically, Meridian has asserted that the delays experienced on the project were attributable to causes outside of Meridian's control, including:
(a) Alleged Owner Permitting Failures. Meridian contends that NFA failed to timely obtain municipal permits necessary for construction activities, and that such permits were the Owner's responsibility under MCA § 5.3 (Permitting Obligations). Meridian alleges that permitting delays in multiple municipalities, particularly in Connecticut and Massachusetts during Phase 2, caused critical path delays for which NFA bears responsibility. Dr. Chazen shall analyze MCA § 5.3 and the allocation of permitting responsibilities between Owner and Contractor, review the actual permitting timelines and correspondence, and opine on whether any Owner permitting delays were, in fact, on the critical path and whether Meridian's interpretation of the permitting allocation is consistent with the terms of the MCA.
(b) Alleged Owner-Directed Scope Changes. Meridian contends that NFA directed fourteen (14) scope changes during the course of the project that were not formalized as Change Orders under MCA § 16.1, which requires written Change Orders signed by both parties as a prerequisite to any adjustment in contract price or schedule. Meridian characterizes these as "constructive changes" that expanded the scope of work and caused additional delay. Dr. Chazen shall review each of the fourteen alleged scope changes, analyze whether they constituted changes to the scope of work or merely clarifications, corrections, or directives within the existing scope, and assess their impact (if any) on the critical path.
(c) Force Majeure — COVID-19 and Supply Chain Disruptions. Meridian has invoked the MCA's force majeure clause (MCA § 15.2), arguing that COVID-19 aftereffects on labor supply and supply chain disruptions for fiber-optic cable and conduit materials constituted force majeure events entitling Meridian to schedule relief. Dr. Chazen shall analyze the MCA's force majeure provisions, including the notice requirements and the scope of qualifying events, and shall evaluate whether the claimed events meet the contractual requirements for force majeure relief, including whether Meridian provided timely notice and took reasonable mitigation measures.
In addition, Dr. Chazen shall review and analyze the cure notice and termination sequence in detail, including:
•  Cure Notice No. 1 (January 18, 2024), issued by Renata Voss, VP of US Network Infrastructure, NFA, to Meridian, identifying specific schedule delays, quality deficiencies, and related defaults and providing the required thirty (30) day cure period under MCA § 14.1(b);
•  Meridian's Response to Cure Notice No. 1 (February 2, 2024), from Victor Sandoval, Managing Member and CEO of Meridian, contesting certain of the identified defaults and requesting additional time to formulate a corrective action plan;
•  Cure Notice No. 2 (February 19, 2024), issued by Ms. Voss to Meridian, identifying additional defaults that had arisen since Cure Notice No. 1 and reiterating the requirement for immediate corrective action;
•  Meridian's Corrective Action Plan (March 5, 2024), submitted by Mr. Sandoval, proposing an accelerated construction schedule, the deployment of additional field crews, a nine (9) month extension of the MCA completion date to December 31, 2025, and approximately $87 million in additional compensation to fund the proposed acceleration;
•  Northgate's Rejection of the Corrective Action Plan (March 12, 2024), rejecting Meridian's proposal as inadequate and untimely, and citing, among other things, twelve (12) additional critical non-conformance reports ("NCRs") issued during February 2024, which demonstrated that Meridian's quality failures were continuing and worsening even during the cure period; and
•  Notice of Termination for Cause (April 1, 2024), issued by NFA pursuant to MCA § 14.1, formally terminating the MCA for Meridian's material breach.
Dr. Chazen shall analyze this sequence and opine on whether the cure notices were procedurally and substantively sufficient under the MCA, whether Meridian's response and corrective action plan were adequate to cure the identified defaults, and whether the termination was justified.
3.3 Non-Conformance Report (NCR) Assessment
Dr. Chazen shall review and analyze all two hundred eighty-seven (287) non-conformance reports issued during the course of the project. Of these, forty-three (43) were classified as "critical" NCRs and two hundred forty-four (244) were classified as "non-critical" NCRs, based on the severity classifications set forth in the MCA's quality management provisions.
Critical NCRs encompass deficiencies including, but not limited to, splice loss measurements exceeding the specifications set forth in Northgate's Technical Specification NS-FIBER-2020 (e.g., splice loss exceeding 0.1 dB per splice on single-mode fiber), improper conduit depth (conduit installed at less than the required minimum depth of 36 inches below grade in public rights-of-way, as required by NS-FIBER-2020 § 4.3), unauthorized route deviations from the approved engineering drawings, and other defects affecting the structural integrity, performance, or long-term reliability of the installed fiber-optic network.
All work under the MCA was required to conform to Northgate's Technical Specification NS-FIBER-2020 and applicable industry standards, including ANSI/TIA-568 (Telecommunications Infrastructure Standard for Commercial Buildings), BICSI Telecommunications Distribution Methods Manual guidelines, and other standards as specified in MCA § 12.4 (Quality Standards).
Dr. Chazen shall:
(i) Assess the impact of quality defects documented in the NCRs on the critical path and overall project schedule, including whether remediation work and re-inspections contributed to schedule delays;
(ii) Evaluate the twelve (12) additional critical NCRs issued during February 2024, which formed a significant basis for Northgate's rejection of Meridian's Corrective Action Plan and the subsequent termination;
(iii) Support the quantification of remediation costs asserted in Counterclaim III, estimated at approximately $18.3 million, broken down as follows: forty-three (43) critical NCRs at an estimated average remediation cost of approximately $275,000 per NCR, totaling approximately $11.825 million; and two hundred forty-four (244) non-critical NCRs at an estimated average remediation cost of approximately $26,500 per NCR, totaling approximately $6.466 million; and
(iv) Assess whether Meridian's pattern of quality non-conformances reflects systemic deficiencies in its quality management program, supervision, and field practices, as opposed to isolated or incidental defects.
3.4 Assessment of Meridian's Material Breach
Dr. Chazen shall opine on whether Meridian's cumulative schedule delays and quality failures, considered together, constitute a material breach of the MCA supporting termination for cause under MCA § 14.1. This analysis should consider, among other things:
(i) The magnitude and pattern of schedule delays across all three project phases, including the progressively worsening trend from Phase 1 through Phase 3;
(ii) The volume and severity of quality non-conformances, including the concentration of critical NCRs in the later phases of the project;
(iii) The thirty (30) day cure period requirement under MCA § 14.1(b) and whether the cure notices issued by NFA were procedurally and substantively sufficient to satisfy the contractual prerequisites for termination;
(iv) The adequacy and feasibility of Meridian's March 5, 2024 Corrective Action Plan, including whether the proposed nine-month extension and $87 million in additional compensation were reasonable under the circumstances or represented an attempt to shift the financial consequences of Meridian's own performance failures to the Owner; and
(v) Industry standards and practices regarding the materiality of construction defaults and the exercise of termination-for-cause provisions in large-scale infrastructure contracts.
3.5 Rebuttal of Plaintiff's Expert Opinions
Dr. Chazen shall review and rebut the opinions anticipated from Meridian's construction and delay expert, James Ochoa, PE, of Keystone Project Advisory LLC, located in Philadelphia, Pennsylvania. Based on information available to date, we anticipate that Mr. Ochoa will opine that the project delays were predominantly Owner-caused, arising from NFA's permitting failures and alleged constructive changes, and that Meridian's quality performance was within industry norms for a project of this scope and complexity. Dr. Chazen should prepare a comprehensive rebuttal expert report responding to Mr. Ochoa's affirmative report when it is produced, addressing each of his opinions and challenging the factual bases, analytical methodology, and conclusions set forth therein.
3.6 Reports and Testimony
Dr. Chazen shall prepare and deliver the following:
(i) An affirmative expert report for submission by March 31, 2025, the expert report deadline established by the Court's preliminary conference order;
(ii) A rebuttal expert report for submission by May 15, 2025, the rebuttal report deadline established by the Court's preliminary conference order;
(iii) Availability for deposition by Meridian's counsel, which is expected to be scheduled during June 2025 (specific date to be determined by agreement of counsel or by the Court); and
(iv) Availability for trial testimony during the six-week trial window commencing in November 2025, with specific testimony dates to be confirmed as the trial schedule is finalized.
4. Key Witnesses and Contacts
We provide below a summary of the key fact witnesses and litigation contacts relevant to this engagement, for Dr. Chazen's reference.
4.1 Key NFA Fact Witnesses. The following NFA personnel are key fact witnesses with knowledge relevant to the construction and delay issues in this case. Any coordination between Dr. Chazen and these witnesses shall be conducted through C&H counsel:
•  Renata Voss, Vice President of US Network Infrastructure, NFA. Ms. Voss was the senior NFA executive responsible for overseeing Meridian's performance under the MCA and authorized the issuance of both Cure Notices and the Notice of Termination. Ms. Voss was deposed on November 12–13, 2024.
•  Sean Calloway, Director of Construction Management, NFA. Mr. Calloway managed the day-to-day construction oversight, including field inspections, progress monitoring, and issuance of non-conformance reports. Mr. Calloway was deposed on November 19, 2024.
4.2 Key Meridian Witnesses. The following Meridian personnel are key adverse fact witnesses whose deposition testimony will be relevant to Dr. Chazen's analysis:
•  Marcus Henley, Vice President of Field Operations, Northeast Division, Meridian. Mr. Henley directed Meridian's field construction operations across all three project phases. Mr. Henley was deposed on December 3–4, 2024.
•  Victor Sandoval, Managing Member and Chief Executive Officer, Meridian. Mr. Sandoval is Meridian's principal and authorized representative under the MCA. Mr. Sandoval was deposed on December 10–11, 2024.
•  Bridget Yeung, Chief Operating Officer, Meridian. Ms. Yeung oversaw scheduling, resource allocation, and subcontractor management for the project. Ms. Yeung's deposition is scheduled for February 4, 2025.
4.3 Replacement Contractor. Following termination of the MCA, NFA entered into a replacement construction contract with Crestline Construction Group Inc. ("Crestline") on June 10, 2024 for completion of the remaining scope of work. The replacement contract price is $712 million. Frank DiBello, Chief Executive Officer of Crestline, is expected to be deposed on March 4, 2025. Dr. Chazen's analysis of excess completion costs (Counterclaim II) should be informed by the terms and pricing of the Crestline replacement contract.
4.4 C&H Engagement Team. The C&H team members with primary responsibility for managing this engagement are as follows:
•  Linda Osei, Partner — Responsible Partner for the engagement
•  Jeffrey Park, Associate — Lead Associate overseeing day-to-day expert coordination
•  Yuki Nakamura, Associate — Working Associate providing document and deposition support
All communications regarding the substantive work under this engagement should be directed to Jeffrey Park in the first instance, with Linda Osei copied on all significant matters. Mr. Park can be reached at (212) 554-7214 or jpark@calderwoodharkness.com.
5. Document Access and Materials
C&H will make available to Dr. Chazen and the Lakeview team all relevant documents from the litigation record necessary to perform the work described in this engagement letter. The materials to be provided include, but are not limited to:
•  The Master Construction Agreement dated March 15, 2020, together with all exhibits, schedules, amendments, and Change Orders (if any) executed during the course of the project;
•  Northgate's and Meridian's document productions, comprising approximately 1.4 million documents (approximately 3.2 terabytes) produced by Northgate and approximately 890,000 documents (approximately 1.8 terabytes) produced by Meridian;
•  All 287 non-conformance reports and supporting quality assurance reports, including inspection logs, test results, photographs, and corrective action records;
•  Milestone schedules, baseline and updated CPM schedules, monthly progress reports, daily logs, and payment applications submitted by Meridian throughout the project;
•  Cure notices, termination correspondence, and related communications between NFA and Meridian;
•  Deposition transcripts of all fact witnesses, as they become available;
•  Meridian's Verified Complaint (filed July 15, 2024) and Northgate's Answer with Affirmative Defenses and Counterclaims (filed September 3, 2024); and
•  Such additional materials as may become relevant as discovery progresses.
Documents will be hosted on a secure litigation support platform maintained by Vantage Litigation Support LLC, located at 300 Vesey Street, Suite 600, New York, NY 10282. C&H will provide Dr. Chazen and designated Lakeview team members with access credentials to the Vantage platform, which provides full-text search, document tagging, and review functionality. Additionally, third-party subpoena productions from seven (7) subcontractors engaged by Meridian on the project and three (3) municipal permitting authorities will be shared with Dr. Chazen and Lakeview as they are received and processed.
6. Compensation and Billing
6.1 Hourly Rates. Compensation for services rendered under this engagement shall be based on the following hourly rates:
These rates are effective as of the date of this engagement letter and shall remain in effect through December 31, 2025, unless otherwise agreed in writing. Any proposed rate adjustments for periods thereafter shall be discussed with C&H in advance.
6.2 Invoicing. Lakeview shall submit monthly invoices to Calderwood & Harkness LLP, Attn: Linda Osei / Jeffrey Park, 425 Park Avenue, 33rd Floor, New York, NY 10022. Each invoice shall detail hours worked by task category, timekeeper name and rate, and a brief description of the work performed during the billing period. Invoices should be submitted by the 15th of each month for work performed during the preceding calendar month.
6.3 Expenses. Reasonable out-of-pocket expenses incurred in connection with this engagement, including travel expenses (airfare, ground transportation, lodging, and meals), copying and printing costs, and data processing and technology costs, will be reimbursed by C&H upon submission of itemized receipts. Air travel shall be at coach class for domestic flights, unless otherwise approved in advance. Hotel accommodations shall be at reasonable business-class hotels.
6.4 Budget. C&H's overall expert cost budget for this matter, combined with the engagement of the damages expert, Professor Gordon Whitfield of Pinnacle Economics LLC, is estimated at $2.4 million to $3.1 million. Dr. Chazen's engagement is expected to constitute a substantial portion of this overall expert budget. We ask that Lakeview provide C&H with a preliminary budget estimate within thirty (30) days of the commencement of work, broken down by task category, and that Lakeview notify C&H promptly if actual costs are projected to exceed the preliminary estimate by more than ten percent (10%).
6.5 Payment Terms. Payment of invoices shall be due net thirty (30) days from C&H's receipt of a properly submitted invoice.
6.6 Funding. We note for informational purposes that Ironclad Surety Group Inc., the surety on the performance bond issued in connection with the MCA, has agreed, under reservation of rights, to contribute up to $2 million toward Northgate's defense costs in this litigation, which may partially fund expert costs. This arrangement does not affect the terms of Lakeview's engagement with C&H or Lakeview's billing obligations as set forth herein.
7. Confidentiality and Privilege
7.1 Privilege and Work Product Protection. All documents, information, data, and communications provided by C&H to Dr. Chazen and Lakeview in connection with this engagement are provided in anticipation of litigation and are protected by the attorney-client privilege and/or the attorney work product doctrine. Dr. Chazen and Lakeview shall take all reasonable steps to preserve and maintain the privileged and protected nature of such materials.
7.2 Confidentiality Obligations. Dr. Chazen and Lakeview shall maintain strict confidentiality of all materials received and all work product generated in connection with this engagement. Neither Dr. Chazen nor any Lakeview personnel shall disclose any information, documents, analyses, opinions, or work product to any third party without the prior written consent of C&H.
7.3 Confidentiality Stipulation. Certain discovery materials produced in this litigation may be designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only" pursuant to the Stipulation and Proposed Order Regarding Confidentiality of discovery Materials entered by the Court in this case on October 1, 2024 (the "Confidentiality Stipulation"). A copy of the Confidentiality Stipulation is enclosed with this letter. Dr. Chazen and all Lakeview personnel who will have access to confidential discovery materials shall execute the Undertaking to Be Bound by Confidentiality Order attached as Exhibit A to the Confidentiality Stipulation and shall comply with all terms and conditions thereof. C&H will provide copies of the Undertaking form for execution prior to any access to designated confidential materials.
7.4 No Direct Communications. Dr. Chazen shall not communicate directly with any party (including Northgate and NFA personnel), any fact or expert witness, or opposing counsel without prior authorization from C&H. All witness contacts and communications shall be arranged through C&H counsel.
7.5 discoverability of Expert Materials. Dr. Chazen should be aware that, under applicable rules of civil procedure and case law, draft expert reports and certain communications between testifying experts and retaining counsel may be discoverable by opposing parties. C&H will provide Dr. Chazen with detailed guidance on document retention protocols, communication best practices, and the handling of draft materials to minimize unnecessary disclosure risks while complying with all applicable legal obligations. Dr. Chazen should not retain or distribute draft reports, preliminary analyses, or working notes beyond those necessary for the preparation of final work product, except as directed by C&H.
8. Conflicts of Interest
Dr. Chazen and Lakeview confirm that, as of the date of this letter, they have no prior or current relationship — whether as expert, consultant, employee, contractor, or otherwise — with any of the following entities or individuals that would create a conflict of interest or impair the credibility of Dr. Chazen's testimony in this matter:
•  Meridian Infrastructure Partners LLC;
•  Ridgepoint Capital Group LP (Meridian's equity sponsor);
•  Hargrove, Deluca & Stein LLP (Meridian's counsel);
•  Keystone Project Advisory LLC (James Ochoa's firm; Meridian's construction expert);
•  Westbrook Valuation Services Inc. (believed to be Meridian's damages expert);
•  Ironclad Surety Group Inc. (surety on the MCA performance bond);
•  Crestline Construction Group Inc. (replacement contractor); or
•  Any other adverse or potentially adverse party in this litigation.
If any conflict of interest arises during the course of this engagement, Lakeview shall promptly notify C&H in writing so that the conflict may be evaluated and, if necessary, appropriate measures taken.
9. Independence and Professional Standards
Dr. Chazen will render all opinions based on her independent professional judgment, applying accepted methodologies in the fields of construction management, scheduling, and delay analysis, including critical path methodology ("CPM"), time impact analysis ("TIA"), and such other analytical frameworks as may be appropriate given the facts and circumstances of the project. Dr. Chazen's role is to provide objective, well-supported expert opinions, and she shall not serve as an advocate for any party's position.
Dr. Chazen's opinions must be supportable, grounded in the facts and data of the case, and rendered to a reasonable degree of professional certainty. Dr. Chazen should ensure that all opinions are adequately supported by reference to specific project documents, industry standards, professional literature, and her own professional experience and qualifications.
Dr. Chazen acknowledges that she may be subject to challenge under the Frye standard, which is applicable in New York state courts, and which requires that expert testimony be based on theories and methodologies that have gained general acceptance in the relevant professional community. See Frye v. United States, 293 F. 1013 (D.C. Cir. 1923); Parker v. Mobil Oil Corp., 7 N.Y.3d 434 (2006). Dr. Chazen agrees to ensure that her analytical methodology meets the general acceptance test and to be prepared to defend the reliability and acceptance of her methodology in any Frye hearing or challenge.
10. Term and Termination of Engagement
This engagement shall continue until the conclusion of the above-referenced litigation, including any post-trial motions and appeals, unless earlier terminated by either party. Either C&H (on behalf of Defendants) or Lakeview may terminate this engagement upon thirty (30) days' prior written notice to the other party.
Upon termination of the engagement for any reason, Lakeview shall, at C&H's direction, either return or securely destroy all confidential materials, documents, work product, and data received or generated in connection with this engagement, and shall provide written certification of such return or destruction. Notwithstanding any termination, Lakeview may retain one archival copy of its work product files solely for professional records purposes, subject to continuing confidentiality obligations.
All fees and expenses for work performed and costs incurred through the effective date of termination shall remain payable in accordance with Section 6 of this letter.
11. Relationship of Parties
Dr. Chazen and Lakeview Consulting Group LLC are engaged as independent contractors. Nothing in this engagement letter shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between Lakeview or Dr. Chazen, on the one hand, and C&H, Northgate, or NFA, on the other hand. Lakeview shall be solely responsible for the employment, compensation, benefits, and supervision of its personnel assigned to this engagement.
12. Governing Law
This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
13. Acceptance and Counterparts
If the terms of this engagement are acceptable, please sign and return a copy of this letter to the undersigned at your earliest convenience to confirm your acceptance. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by facsimile or electronic signature (including PDF) shall be deemed effective delivery of an originally executed counterpart.
We look forward to working with you and the Lakeview team on this important matter. Please do not hesitate to contact Jeffrey Park or me if you have any questions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Linda Osei Partner, Litigation 425 Park Avenue, 33rd Floor New York, NY 10022 Tel: (212) 554-7118
Email: losei@calderwoodharkness.com
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned hereby acknowledges receipt of this engagement letter, confirms that the terms set forth herein are acceptable, and agrees to perform the services described herein in accordance with the terms and conditions stated above.
LAKEVIEW CONSULTING GROUP LLC
By: ________
Name: Dr. Elinor Chazen
Title: Managing Director / Principal
Date: ________
Enclosures:
1.  Stipulation and Proposed Order Regarding Confidentiality of discovery Materials (filed October 1, 2024)
2.  Verified Complaint (filed July 15, 2024)
3.  Answer with Affirmative Defenses and Counterclaims (filed September 3, 2024)
4.  Master Construction Agreement dated March 15, 2020 (with exhibits)
cc:
Dominic Hale, General Counsel, Northgate Telecommunications PLC (via email) Jeffrey Park, Lead Associate, Calderwood & Harkness LLP Yuki Nakamura, Associate, Calderwood & Harkness LLP
Timekeeper | Hourly Rate
Dr. Elinor Chazen, Managing Director / Principal | $750.00
Lakeview Senior Analysts | $450.00
Lakeview Junior Analysts | $300.00

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

LAKEVIEW CONSULTING GROUP LLC

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