Exhibit 10.64
CHANGE ORDER FORM
Stage 3 Process Flare Modification
| | |
| PROJECT NAME: Sabine Pass LNG Stage 3 Liquefaction Facility | | CHANGE ORDER NUMBER:CO-00018 |
| |
| | DATE OF CHANGE ORDER: March 10, 2017 |
| |
| OWNER: Sabine Pass Liquefaction, LLC | | |
| |
| CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. | | |
| |
DATE OF AGREEMENT: May 4, 2015 | | |
The Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary)
| 1. | Per Article 6.1.B of the Agreement, the Parties agree Contractor will perform process flares modification services as described in Exhibit A of this Change Order (“Process Flare Modification Work”) on a lump sum basis and valued at Fifty-Three Million Eight-Hundred Twenty-Five Thousand Seventeen U.S. Dollars ($53,825,017). For the avoidance of doubt, and in connection with this Change Order, Contractor will perform soil stabilization activities on a provisional sum basis which will be included as part of the Stage 3 Soils Preparation Provisional Sum. |
| 2. | The cost breakdown for this Change Order is detailed in Exhibit B. |
| 3. | ScheduleC-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit C of this Change Order. |
Adjustment to Contract Price
| | | | |
The original Contract Price was | | $ | 2,987,000,000 | |
Net change by previously authorized Change Orders (00001-00017) | | $ | 18,230,270 | |
The Contract Price prior to this Change Order was | | $ | 3,005,230,270 | |
The Contract Price will be changed by this Change Order in the amount of | | $ | 53,825,017 | |
The new Contract Price including this Change Order will be | | $ | 3,059,055,287 | |
Adjustment to dates in Project Schedule
The following dates are modified (list all dates modified; insert N/A if no dates modified):N/A
Adjustment to other Changed Criteria (insert N/A if no changes or impact; attach additional documentation if necessary).N/A
Adjustment to Payment Schedule:Yes. See Exhibit C.
Adjustment to Minimum Acceptance Criteria:N/A
Adjustment to Performance Guarantees:N/A
Adjustment to Design Basis:N/A
Other adjustments to liability or obligation of Contractor or Owner under the Agreement:
Select either A or B:
[A] This Change Ordershall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria andshall be deemed to compensate Contractor fully for such change. Initials:/s/ DVContractor/s/ EL Owner
“[B] This Change Ordershall not constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria andshall not be deemed to compensate Contractor fully for such change. Initials: Contractor Owner”
Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives.
| | | | |
/s/ Ed Lehotsky Owner | | | | /s/ Dena Volovar Contractor |
| | |
Ed Lehotsky Name | | | | Dena Volovar Name |
| | |
SVP E+C Title | | | | Principal Vice President Title |
| | |
March 29, 2017 Date of Signing | | | | March 13, 2017 Date of Signing |
CHANGE ORDER FORM
Site Drainage Design Change: Permanent Drainage Implementation
| | |
| PROJECT NAME: Sabine Pass LNG Stage 3 Liquefaction Facility | | CHANGE ORDER NUMBER:CO-00019 |
| |
| | DATE OF CHANGE ORDER: March 10, 2017 |
| |
| OWNER: Sabine Pass Liquefaction, LLC | | |
| |
| CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. | | |
| |
| DATE OF AGREEMENT: May 4, 2015 | | |
The Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary)
| | 1. | Per Article 6.1.B of the Agreement, Parties agree Bechtel will, upon receipt of approved permits, modify the temporary Stage 3 Site Drainage Plan to direct the storm drainage to a permanent location on the Southeast side of the Site. The key items for the Stage 3 Permanent Drainage Plan are listed as follows: |
| | a. | The temporary Detention Pond shall be filled andre-graded as required. |
| | b. | The ditches, culverts, etc. shall be redesigned to direct the flow to the permanent outfall in order to handle the flow for a10-year storm based on BEDD document25936-100-3BD-M04-00001, Section 3.2.6. |
| | c. | A permanent outfall structure shall beinstalled on the east side of the Site. |
| | d. | The levee shall be repaired as required after the permanent drainage structure is installed. |
For clarity, these changes are depicted in Exhibit A of this Change Order.
| | 2. | Costs of soil stabilization required to complete the permanent drainage installation are not included in this Change Order. Costs of soil stabilization will be included as part of the final Soils Preparation Provisional Sum closure. |
| | 3. | SPL3 confirms no subsurface obstructions (e.g. pipelines, fiber optic cable) exist in the work area and Bechtel considers this rely-upon information. |
| | 4. | Backfill material is assumed to be availableon-site. Imported backfill costs are not included. |
| | 5. | No additional permitting support is included. |
| | 6. | The cost breakdown for this Change Order is detailed in Exhibit B. |
| | 7. | ScheduleC-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit C of this Change Order. |
| | 8. | Owner provided rely-upon information as described in25936-100-T16-GAM-00096,SPL3-BE-C16-056,SPL3-BE-C16-072 andSPL3-BE-C16-090. |
Adjustment to Contract Price
| | | | |
The original Contract Price was | | $ | 2,987,000,000 | |
Net change by previously authorized Change Orders (00001-00018) | | $ | 72,055,287 | |
The Contract Price prior to this Change Order was | | $ | 3,059,055,287 | |
The Contract Price will be decreased by this Change Order in the amount of | | $ | 10,464,911 | |
The new Contract Price including this Change Order will be | | $ | 3,069,520,198 | |
Adjustment to dates in Project Schedule
The following dates are modified (list all dates modified; insert N/A if no dates modified):N/A, assuming the permit to install and operate the permanent drainage is received by August 1, 2017.
Adjustment to other Changed Criteria (insert N/A if no changes or impact; attach additional documentation if necessary).N/A
Adjustment to Payment Schedule:Yes. See Exhibit C.
Adjustment to Minimum Acceptance Criteria:N/A
Adjustment to Performance Guarantees:N/A
Adjustment to Design Basis:N/A
Other adjustments to liability or obligation of Contractor or Owner under the Agreement:N/A
Select either A or B:
[A] This Change Ordershall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria andshall be deemed to compensate Contractor fully for such change. Initials: /s/ DVContractor/s/ EL Owner
[B] This Change Ordershallnot constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria andshallnot be deemed to compensate Contractor fully for such change. Initials: Contractor Owner
Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives.
| | | | |
/s/ Ed Lehotsky Owner | | | | /s/ Dena Volovar Contractor |
| | |
Ed Lehotsky Name | | | | Dena Volovar Name |
| | |
SVP E+C Title | | | | Principal Vice President Title |
| | |
April 5, 2017 Date of Signing | | | | March 13, 2017 Date of Signing |
CHANGE ORDER FORM
Soils Provisional Sum PartialTrue-Up RECON 2
| | |
PROJECT NAME: Sabine Pass LNG Stage 3 Liquefaction Facility OWNER:Sabine Pass Liquefaction, LLC CONTRACTOR:Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: May 4, 2015 | | CHANGE ORDER NUMBER:CO-00020 DATE OF CHANGE ORDER:March 13, 2017 |
The Agreement between the Parties listed above is changed as follows:(attach additional documentation if necessary)
| 1. | The value of the Soils Preparation Provisional Sum specified in Article 1.3 of Attachment EE, ScheduleEE-1 of the Stage 3 Agreement was originally Seventy-Seven Million, Two Hundred Forty-Five Thousand, Seven Hundred Twenty-Eight U.S. Dollars (U.S. $77,245,728). Change OrderCO-00006, executed March, 22, 2016, decreased the value by $5,409,977 resulting in a new Soils Preparation Provisional Sum ofSeventy-One Million, Eight Hundred Thirty-Five Thousand, Seven HundredFifty-One U.S. Dollars (U.S. $71,835,751). This Change Order will increase the Soils Preparation Provisional Sum by $14,138,002 for a new value of Eighty-Five Million, Nine Hundred Seventy-Three Thousand, Seven Hundred Fifty-Three U.S. Dollars (U.S. $85,973,753). |
| 2. | Change OrdersCO-00013, dated October 5, 2016, andCO-00014, dated October 10, 2016, each had increases to the Existing Facility Labor Provisional Sum in the amount of 2,807 hours and $345,215 and 50,378 hours and $6,412,074, respectively. These values were not incorporated into subsequent Change Orders; therefore, the Aggregate Provisional Sum value stated inCO-00016, dated November 1, 2016, was deficient by $6,757,289. The correct value for the Aggregate Provisional Sum before this Change Order is $307,482,339. The correct value for the Existing Facility Labor Provisional Sum is $57,307,342 and 415,131 hours. |
| 3. | The Aggregate Provisional Sum specified in Article 7.1A of the Agreement prior to this Change Order was $307,482,339. This Change Order will increase the Aggregate Provisional Sum amount by $14,138,002 and the new value shall be $321,620,341. |
| 4. | The overall cost breakdown associated with the increase in the Soils Preparation Provisional Sum is provided in Exhibit A of this Change Order. |
| 5. | ScheduleC-1 (Milestone Payment Schedule) of Attachment A of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order. |
Adjustment to Contract Price
| | | | |
The original Contract Price was | | $ | 2,987,000,000 | |
Net change by previously authorized Change Orders (00001-00019) | | $ | 82,520,198 | |
The Contract Price prior to this Change Order was | | $ | 3,069,520,198 | |
The Contract Price will be changed by this Change Order in the amount of | | $ | 14,138,002 | |
The new Contract Price including this Change Order will be | | $ | 3,083,658,200 | |
Adjustment to dates in Project Schedule
The following dates are modified(list all dates modified; insert N/A if no dates modified):N/A
Adjustment to other Changed Criteria(insert N/A if no changes or impact; attach additional documentation if necessary).N/A
Adjustment to Payment Schedule:Yes. See Exhibit C.
Adjustment to Minimum Acceptance Criteria:N/A
Adjustment to Performance Guarantees:N/A
Adjustment to Design Basis:N/A
Other adjustments to liability or obligation of Contractor or Owner under the Agreement:
Select either A or B:
[A] This Change Order shallconstitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria andshall be deemed to compensate Contractor fully for such change. Initials:/s/ DV Contractor/s/ EL Owner
“[B] This Change Ordershall not constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria andshall not be deemed to compensate Contractor fully for such change. Initials: Contractor Owner”
Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives.
| | | | |
/s/ Ed Lehotsky Owner | | | | /s/ Dena Volovar Contractor |
| | |
Ed Lehotsky Name | | | | Dena Volovar Name |
| | |
SVP E+C Title | | | | Principal Vice President Title |
| | |
April 24, 2017 Date of Signing | | | | March 29, 2017 Date of Signing |
