Document

EX-10.4 4 ex104.htm EX-10.4 Document

Exhibit 10.4

CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

CHANGE ORDER

(for use when the Parties mutually agree upon and execute the Change Order pursuant to Section 6.1D or 6.2C)


PROJECT NAME: Rio Grande Natural Gas Liquefaction Facility						DATE OF AGREEMENT: September 14, 2022

AGREEMENT: Amended and Restated Fixed Price Turnkey Agreement for Trains 1 and 2						CHANGE ORDER NUMBER: Owner EC Number: EC00112 Contractor Change Number SC0077

OWNER: Rio Grande LNG, LLC						EFFECTIVE DATE OF CHANGE ORDER: April 8, 2024

CONTRACTOR: Bechtel Energy Inc.


TITLE: STUDY – E-1751 A/B – UNEXPECTED FUEL GAS CONTAMINATION MITIGATION

The Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary)

BACKGROUND

Gulf Coast LNG facilities are intermittently experiencing contaminants including high levels of heavy hydrocarbons. In the event RGLNG feed gas contains heavy hydrocarbons, fines or other contaminants to an extent greater than that defined by Attachment A, Schedule A-2 (Basis of Design) there is a risk of freezing in the Heavies Removal Unit (Unit 17), most likely in E-1751 A/B. With the current process configuration (1 x 100% Printed Circuit Heat Exchanger) if freezing and plugged flow does occur it will impact plant performance and remedial action will likely require an unplanned plant shutdown.

Contractor is to perform an engineering study to investigate design mitigation measures for unexpected contaminants in the RGLNG feed gas over its operating life. The study will be performed in accordance with the requirements of the attached “E-1751 A/B Unexpected Contamination - Mitigation Study Scope of Work” (RG-NTD-000-PE-SOW- 00004) which is redlined as agreed upon between Owner and Contractor.

CHANGE

1.First Amended Attachment C, First Amended Appendix 1 (Contract Price Breakdown) shall be updated per the Appendix 1 (Contract Price Breakdown) as provided in Attachment 2 to this Change Order.

2.First Amended Attachment C, First Amended Schedule C-2 (Payment Milestones) shall be updated per the Schedule C-2 (Payment Milestones) as provided in Attachment 3 to this Change Order.

3.First Amended Attachment C, First Amended Schedule C-3 (Maximum Cumulative Payment Schedule)

shall be updated per the Schedule C-3 as provided in Attachment 4 to this Change Order.

Attachments to support this Change Order:

•Attachment 1 – E-1751 A/B Unexpected Contamination - Mitigation Study Scope of Work (RG-NTD-000- PE-SOW-00004, Rev. 00) as redlined

•Attachment 2 – First Amended Appendix 1 (Contract Price Breakdown), as updated by this Change Order

•Attachment 3 – First Amended Schedule C-2 (Payment Milestones), as updated by this Change Order

•Attachment 4 – First Amended Schedule C-3 (Maximum Cumulative Payment Schedule), as updated by this Change Order

Adjustment to Contract Price

1)The original Contract Price was $8,658,280,000

2)Net change by previously authorized Change Orders (See Appendix 1) $ 523,650,854

3)The Contract Price prior to this Change Order was $9,181,930,854

4)The Aggregate Equipment Price will be unchanged by this Change Order

in the amount of [***]

5)The Aggregate Labor and Skills Price will be increased by this Change Order

in the amount of [***]

6)The total Aggregate Equipment, Labor and Skills Price will be increased

by this Change Order in the amount of $ 342,300

7)The new Contract Price including this Change Order will be $ 9,182,273,154

Adjustment to Key Dates

The following Key Dates are modified (list all Key Dates modified; insert N/A if no Key Dates modified):

The Key Date for N/A will be (increased)(decreased) by N/A Days.

The Key Date for N/A as of the date of this Change Order therefore is N/A Days after NTP.

(list all Key Dates that are modified by this Change Order using the format set forth above)

The Guaranteed Date of N/A will be (increased)(decreased) by N/A Days.

The Guaranteed Date of N/A as of the effective date of this Change Order therefore is N/A Days after NTP.

(list all Guaranteed Dates that are modified by this Change Order using the format set forth above)

Attached to this Change Order is an updated Schedule E-1 which shall reflect and highlight any adjustment(s) to the Key Dates agreed to in this Change Order. N/A

Impact to other Changed Criteria (insert N/A if no changes or impact; attach additional documentation if necessary)

Impact on Payment Schedule (including, as applicable, Payment Milestones):

The Schedule C-2 (Payment Milestones) is updated as provided in Attachment 3.

Impact on Maximum Cumulative Payment Schedule:

The Schedule C-3 (Maximum Cumulative Payment Schedule) is updated as provided in Attachment 4.

Impact on Minimum Acceptance Criteria: N/A Impact on Performance Guarantees: N/A Impact on Basis of Design: N/A

Impact on the Total Reimbursement Amount: N/A

Any other impacts to obligation or potential liability of Contractor or Owner under the Agreement: N/A

[A]This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the changes reflected in this Change Order upon the Change Criteria and shall be deemed to compensate Contractor fully for such change. Initials: SFO Contractor AT Owner

[B]Pursuant to Section 6.4 of the Agreement, this Change Order shall not constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Change Criteria and shall 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. Except as modified by this and any previously issued Change Orders or any amendments to the Agreement, 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. This Change Order represents full and final consideration and/or adjustments for the above change, except as set out above.


/s/ Alex Thompson						/s/ Scott Osborne
Owner						Owner

Alex Thompson						Scott Osborne
Name						Name

Authorized Person						Senior Project Manager
Title						Title

April 8, 2024						April 8, 2024
Date of Signing						Date of Signing

CHANGE ORDER

(for use when the Parties mutually agree upon and execute the Change Order pursuant to Section 6.1D or 6.2C)


PROJECT NAME: Rio Grande Natural Gas Liquefaction Facility						DATE OF AGREEMENT: September 14, 2022

AGREEMENT: Amended and Restated Fixed Price Turnkey Agreement for Trains 1 and 2						CHANGE ORDER NUMBER: Owner EC Number: EC00131 Contractor Change Number SC0079

OWNER: Rio Grande LNG, LLC						EFFECTIVE DATE OF CHANGE ORDER: April 11, 2024

CONTRACTOR: Bechtel Energy Inc.


TITLE: GT MODIFICATIONS - ENCLOSURE ROOF, EXHAUST LINER, AND SUPPORTS

The EPC Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary)

BACKGROUND

To reduce turnaround times for certain required maintenance activities associated with the gas turbine drivers, modifications to the gas turbine enclosure, exhaust plenum internal liner, and turbine supports can be made to facilitate removal and replacement of the Baker Hughes provided gas turbine as a single unit. The modifications by Baker Hughes (Subcontractor) are described in Attachment 1 (Scope of Modifications to the Baker Hughes Provided Equipment) to this Change Order.

This Change Order does not include any follow-up work to evaluate feasibility nor implement changes to other scope including bridge crane, compressor shelter structure analysis or design (including modifications to the compressor shelter roof), nor any mechanical handling study or RAM study to perform the removal of turbine assembly. This Change Order does not address whether the balance of the design under Contractor’s scope will support the removal of the Baker Hughes gas turbine as a single unit and whether such will be practicable. Any other scope changes required to facilitate removal and replacement of the Baker Hughes gas turbine as a single unit may be captured in a future Change Order.

CHANGE

1.Attachment A, Schedule A-2 (Basis of Design), Section 8.5 (Liquefaction and Refrigeration (Unit 14));

paragraph 2 shall be revised as indicated [***]

[***]

Attachments to support this Change Order:

•Attachment 1 – Scope of Modifications to the Baker Hughes Provided Equipment.

Adjustment to Contract Price

1)The original Contract Price was $8,658,280,000

2)Net change by previously authorized Change Orders (See Appendix 1) $ 523,993,154

3)The Contract Price prior to this Change Order was $ 9,182,273,154

4)The Aggregate Equipment Price will be unchanged by this Change Order

in the amount of $ 0

5)The Aggregate Labor and Skills Price will be unchanged by this Change Order

in the amount of $ 0

6)The total Aggregate Equipment, Labor and Skills Price will be unchanged

by this Change Order in the amount of $ 0