EX-10.59



 Exhibit 10.59 

CHANGE ORDER FORM 

Addition of Check Valves to Condensate Lines and Change of Tie-in Point 

 

			
	 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-00012
  

DATE OF CHANGE ORDER: September 12, 2016


  
  

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 design, procure and install a check valve on the condensate line. Exhibit A of this Change Order depicts this change. 


 

	2.	Per Article 6.1.B of the Agreement, Parties agree Bechtel will reroute the condensate line, through an existing valve, to a new tie-in location. Exhibit B of this Change Order depicts this change. 


 

	3.	The cost breakdown for this Change Order is detailed in Exhibit C. 

  

	4.	Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit D of this Change Order. 


 
  

Adjustment to Contract Price 
  

					
	 The original Contract Price was
	  	$	  2,987,000,000	  
	 Net change by previously authorized Change Orders (#0001-00011)
	  	$	(791,828	) 
	 The Contract Price prior to this Change Order was
	  	$	2,986,208,172	  
	 The Contract Price will be changed by this Change Order in the amount of
	  	$	(327,860	) 
	 The new Contract Price including this Change Order will be
	  	$	2,985,880,312	  

 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 D. 

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
shall 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 and shall be deemed to compensate Contractor fully for such change. Initials:

 /s/ DV Contractor /s/ EL Owner 
 [B]
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 Changed 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, 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
	 		 		 	 /s/ Dena Volovar

	Owner	 		 		 	Contractor
				
	 Ed Lehotsky
	 		 		 	 Dena Volovar

	Name	 		 		 	Name
				
	 SVP LNG E&C
	 		 		 	 Principal Vice President

	Title	 		 		 	Title
				
	 October 5, 2016
	 		 		 	 September 12, 2016

	Date of Signing	 		 		 	Date of Signing








 CHANGE ORDER FORM 

LNG Rundown Line Reroute 
  

			
	 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-00013
  

DATE OF CHANGE ORDER: September 12, 2016


  
  

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 reroute portions of the 24-inch LNG rundown line, 2-inch vent line, and 2-inch blowdown line. This Change Order also includes installation of associated
piling and three monorails without any lifting devices. Exhibit A of this Change Order depicts these changes. 

  

	2.	The cost breakdown for this Change Order is detailed in Exhibit B. 

  

	3.	Schedule C-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 (#0001-00012)
	  	$	(1,119,688	) 
	 The Contract Price prior to this Change Order was
	  	$	2,985,880,312	  
	 The Contract Price will be changed by this Change Order in the amount of
	  	$	772,191	  
	 The new Contract Price including this Change Order will be
	  	$	2,986,652,503	  

 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
shall 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 and shall be deemed to compensate Contractor fully for such change. Initials:

 /s/ DV Contractor /s/ EL Owner 
 [B]
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 Changed 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, 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
	 		 		 	 /s/ Dena Volovar

	Owner	 		 		 	Contractor
				
	 Ed Lehotsky
	 		 		 	 Dena Volovar

	Name	 		 		 	Name
				
	 SVP LNG E&C
	 		 		 	 Principal Vice President

	Title	 		 		 	Title
				
	 October 5, 2016
	 		 		 	 September 12, 2016

	Date of Signing	 		 		 	Date of Signing








 CHANGE ORDER FORM 

Pre-EPC HAZOP Action Item Closure 
  

			
	 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-00014
  

DATE OF CHANGE ORDER: September 27, 2016


  
  

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 resolve the Action Items identified in the HAZOP Study that was conducted prior to NTP. The Action Items are listed in Exhibit A of this Change Order.


  

	2.	The cost breakdown for this Change Order is detailed in Exhibit B. 

  

	3.	Schedule C-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 (#0001-00013)
	  	$	(347,497	) 
	 The Contract Price prior to this Change Order was
	  	$	2,986,652,503	  
	 The Contract Price will be changed by this Change Order in the amount of
	  	$	8,981,813	  
	 The new Contract Price including this Change Order will be
	  	$	2,995,634,316	  

 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
shall 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 and shall be deemed to compensate Contractor fully for such change. Initials:

 /s/ DV Contractor /s/ EL Owner 
 [B]
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 Changed 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, 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
	 		 		 	 /s/ Dena Volovar

	Owner	 		 		 	Contractor
				
	 Ed Lehotsky
	 		 		 	 Dena Volovar

	Name	 		 		 	Name
				
	 SVP LNG E&C
	 		 		 	 Principal Vice President

	Title	 		 		 	Title
				
	 October 10, 2016
	 		 		 	 September 28, 2016

	Date of Signing	 		 		 	Date of Signing








 CHANGE ORDER FORM 

Study for Enclosed Ground Flare and Process Flare 
  

			
	 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-00015
  

DATE OF CHANGE ORDER: September 27, 2016


  
  

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 conduct a preliminary study to evaluate the cost and schedule impacts of modifying the planned process flares to include high pressure air assist (HPAA) and
to add a totally enclosed ground flare (TEGF). 

  

	2.	The cost breakdown for this Change Order is detailed in Exhibit A. 

  

	3.	Schedule C-1 (Milestone Payment Schedule) of Attachment C 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 (#0001-00014)
	  	$	8,634,316	  
	 The Contract Price prior to this Change Order was
	  	$	2,995,634,316	  
	 The Contract Price will be changed by this Change Order in the amount of
	  	$	1,363,835	  
	 The new Contract Price including this Change Order will be
	  	$	2,996,998,151	  

 Adjustment to dates in Project Schedule 

The following dates are modified (list all dates modified; insert N/A if no dates modified): N/A based on the study scope of this Change Order

 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 B. 

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
shall 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 and shall be deemed to compensate Contractor fully for such change. Initials:

 /s/ DV Contractor /s/ EL Owner 
 [B]
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 Changed 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, 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
	 		 		 	 /s/ Dena Volovar

	Owner	 		 		 	Contractor
				
	 Ed Lehotsky
	 		 		 	 Dena Volovar

	Name	 		 		 	Name
				
	 SVP LNG E&C
	 		 		 	 Principal Vice President

	Title	 		 		 	Title
				
	 October 10, 2016
	 		 		 	 September 28, 2016

	Date of Signing	 		 		 	Date of Signing








 CHANGE ORDER FORM 

Upgrades to Gas Turbine Generators 
  

			
	 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-00016
  

DATE OF CHANGE ORDER: October 19, 2016


  
 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 update the Stage 3 Gas Turbine Generators to ensure synchronization with existing systems. The following hardware and software updates are needed to make
the Stage 3 GTGs compatible with Stages 1 and 2 with accompanying details in Exhibit A of this Change Order: 

  

	 	a.	Woodward DSLA-2 (Second Generation Digital Synchronizer and Load Sharing Control); 

  

	 	b.	MicroNet Plus hardware and software; 

  

	 	c.	Triple Block and Bleed Arrangement with Bottle Test and Installation of CO2 Bottle Weight System. 

  

	2.	The Existing & Stages 1 and 2 Liquefaction Facility Labor Provisional Sum value was Fifty Million, Three Hundred Sixteen Thousand, Six Hundred Eighty-Two U.S. Dollars (U.S. $50,316,682) and Three Hundred Sixty
Thousand, One Hundred Twelve (360,112) hours. These values will be amended and the new values shall be Fifty Million, Five Hundred Fifty Million, Fifty-Three U.S. Dollars (U.S. $50,550,053) and Three Hundred Sixty-One Thousand, Nine Hundred
Forty-Six (361,946) hours. 

  

	 	a.	The Aggregate Provisional Sum specified in Article 7.1A of the Agreement prior to this Change Order was $300,491,679. This value will be increased by $233,371 and the new value shall be $300,725,050. 


 

	3.	The cost breakdown for this Change Order is detailed in Exhibit B. 

  

	4.	Schedule C-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 (#0001-00015)
	  	$	9,998,151	  
	 The Contract Price prior to this Change Order was
	  	$	2,996,998,151	  
	 The Contract Price will be changed by this Change Order in the amount of
	  	$	2,703,387	  
	 The new Contract Price including this Change Order will be
	  	$	2,999,701,538	  

 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 B. 

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 shall 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 and shall be deemed to compensate Contractor fully for such change. Initials: 
 /s/ DV Contractor /s/
EL Owner 
 [B] 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 Changed 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, 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
	 		 		 	 /s/ Dena Volovar

	Owner	 		 		 	Contractor
				
	 Ed Lehotsky
	 		 		 	 Dena Volovar

	Name	 		 		 	Name
				
	 SVP LNG E&C
	 		 		 	 Principal Vice President

	Title	 		 		 	Title
				
	 November 1, 2016
	 		 		 	 October 19, 2016

	Date of Signing	 		 		 	Date of Signing








 CHANGE ORDER FORM 

Site Drainage Design Change: Temporary Drainage Implementation 
  


			
	 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-00017
  

DATE OF CHANGE ORDER: December 1, 2016


  
  

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 modify the original drainage plan to move the drainage outfall to the Southeast side of the Site. As the permit to construct the new outfall will not be
available for 9+ months, a temporary drainage system is necessary to control water during the interim period. The key items for the Stage 3 Temporary Drainage Plan are listed as follows: 


 

	 	a.	The North Outfall and temporary Detention Pond to be designed to handle the flow for a 10-year storm. 

  

	 	b.	The ditches, culverts, etc. to be redesigned to direct the flow to the temporary outfall in order to handle the flow for a 10-year storm. 


 

	 	c.	Sump pumps to be provided (including temporary power) to pump the flow from the Detention Pond to the temporary North Outfall. 

  

	 	d.	Twelve (12) months of temporary drainage operation is assumed. 

  

	 	e.	Removal of original drainage quantities will be addressed in a future Change Order. 

 For
clarity, these changes are depicted in Exhibit A of this Change Order. 
  

	2.	Costs of soil stabilization and costs related to the permanent drainage design and installation are not included in this Change Order. 


 

	3.	The cost breakdown for this Change Order is detailed in Exhibit B. 

  

	4.	Schedule C-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 (#0001-00016)
	  	$	12,701,538	  
	 The Contract Price prior to this Change Order was
	  	$	2,999,701,538	  
	 The Contract Price will be changed by this Change Order in the amount of
	  	$	5,528,732	  
	 The new Contract Price including this Change Order will be
	  	$	3,005,230,270	  

 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
shall 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 and shall be deemed to compensate Contractor fully for such change. Initials:

 /s/ DV Contractor /s/ EL Owner 
 [B]
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 Changed 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, 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
	 		 		 	 /s/ Dena Volovar

	Owner	 		 		 	Contractor
				
	 Ed Lehotsky
	 		 		 	 Dena Volovar

	Name	 		 		 	Name
				
	 SVP LNG E&C
	 		 		 	 Principal Vice President

	Title	 		 		 	Title
				
	 August 15, 2016
	 		 		 	 December 1, 2016

	Date of Signing	 		 		 	Date of Signing