Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc

EX-10.2 3 ex102-1q25.htm EX-10.2 Document

Exhibit 10.2

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 15, 2022
AGREEMENT: Amended and Restated Fixed Price Turnkey Agreement for Train 3
CHANGE ORDER NUMBER:
Owner EC Number: EC00178
Contractor Change Number SCT3037
OWNER: Rio Grande LNG, LLC
EFFECTIVE DATE OF CHANGE ORDER:
January 28, 2025
CONTRACTOR: Bechtel Energy Inc.


TITLE: PCHE REMOVAL CAPABILITY
The EPC Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary)
BACKGROUND
Modifications will be required to facilitate removal of the Printed Circuit Heat Exchangers E-1751A/B/C/D for maintenance and repair during Operations.

CHANGE
1.Lift Plan – Contractor shall prepare a “Bull Rigging” lift plan, including rigging equipment sizes and ratings, lifting diagrams indicating clearances from piping & structure, for the removal of PCHE’s E-1751A/B/C/D as discussed during 30% model review (Refer to 30% Client Model Review Tag Number 3). The plan shall be submitted for approval by Owner prior to finalizing.

2.Piping /Structure Modifications – Contractor shall provide the structural elements identified in 30% Client Model Review Tag Number 3 provided in Attachment 1 (30% Client Model Review Tag Number 3) to this Change Order. Contractor shall also modify piping and structures (routing and location and including monorails) associated with the lines below to create a removal envelope for PCHE’s E-1751A/B/C/D to be suspended and safely removed from the structure.
1)Line No: 3NG-17066-18”-SA090S32-AS-1.5”; Lower two 45 Degree elbows to deck level to provide required clearance

Attachments to support this Change Order:
•Attachment 1 - 30% Client Model Review Tag Number 3


Adjustments to Contract Price
1)The original Contract Price was$3,042,334,000 
2)Net change by previously authorized Change Orders (See Appendix 1)$123,420,220 
3)The Contract Price prior to this Change Order was$3,165,754,220 
4)
The Aggregate Equipment Price will be increased 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
$355,200 
7)The new Contract Price including this Change Order will be$3,166,109,420 
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):
All Impacts to Attachment C (Payment Schedule) resulting from this Change Order EC00178_SCT3037 will be incorporated in Change Order EC00202_SCT3042 to be executed in 1Q-2025.

Impact on Maximum Cumulative Payment Schedule:
All Impacts to Attachment C (Payment Schedule) resulting from this Change Order EC00178_SCT3037 will be incorporated in Change Order EC00202_SCT3042 to be executed in 1Q-2025.

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: The Total Reimbursement Amount is changed from $27,166,910 to
$27,167,133, an increase of $223.

Any other impacts to obligation or potential liability of Contractor or Owner under the EPC 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 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
OwnerOwner
Alex ThompsonScott Osborne
NameName
Authorized PersonSenior Project Manager
TitleTitle
January 28, 2025January 28, 2025
Date of SigningDate 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 15, 2022
AGREEMENT: Amended and Restated Fixed Price Turnkey Agreement for Train 3
CHANGE ORDER NUMBER:
Owner EC Number: EC00198
Contractor Change Number SCT3044
OWNER: Rio Grande LNG, LLC
EFFECTIVE DATE OF CHANGE ORDER:
January 29, 2025
CONTRACTOR: Bechtel Energy Inc.
TITLE: ISBL TRAIN FEED GAS HEATER – ENGINEERING AND PROCUREMENT
The EPC Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary)
BACKGROUND
[***]

CHANGE
[***]

Attachments to support this Change Order:

Attachment 1 – [***]
Adjustments to Contract Price
1)The original Contract Price was$3,042,334,000 
2)Net change by previously authorized Change Orders (See Appendix 1)$120,477,420 
3)The Contract Price prior to this Change Order was$3,162,811,420 
4)
The Aggregate Equipment Price will be increased 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
$499,700 
7)The new Contract Price including this Change Order will be$3,163,311,120 
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
* No impact to the Key Dates for engineering and procurement only scope of the ISBL Feed Gas Heater is included with this Change Order. However, impact to Key Dates, if any, regardless of whether arising from the engineering, procurement or implementation scope will be assessed in a separate Change Order, or Change Orders, as required should Owner decide to proceed with full implementation of the heater into the Train 3 Liquefaction Facility.



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):
All Impacts to Attachment C (Payment Schedule) resulting from this Change Order EC00198_SCT3044 will be incorporated in Change Order EC00202_SCT3042 to be executed in 1Q-2025.

Impact on Maximum Cumulative Payment Schedule:
All Impacts to Attachment C (Payment Schedule) resulting from this Change Order EC00198_SCT3044 will be incorporated in Change Order EC00202_SCT3042 to be executed in 1Q-2025.

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: The Total Reimbursement Amount is changed from 27,035,277 to 27,037,142, an increase of $1,865.

Any other impacts to obligation or potential liability of Contractor or Owner under the EPC 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 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
OwnerOwner
Alex ThompsonScott Osborne
NameName
Authorized PersonSenior Project Manager
TitleTitle
January 29, 2025January 29, 2025
Date of SigningDate 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 15, 2022
AGREEMENT: Amended and Restated Fixed Price Turnkey Agreement for Train 3
CHANGE ORDER NUMBER:
Owner EC Number: EC00191
Contractor Change Number SCT3043
OWNER: Rio Grande LNG, LLC
EFFECTIVE DATE OF CHANGE ORDER:
February 10, 2025
CONTRACTOR: Bechtel Energy Inc.
TITLE: HP FUEL GAS MIXING DRUM - ENGINEERING AND PROCUREMENT
The EPC Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary)
BACKGROUND
[***]

CHANGE
[***]

Attachments to support this Change Order: N/A
Adjustments to Contract Price
1)The original Contract Price was$3,042,334,000 
2)Net change by previously authorized Change Orders (See Appendix 1)$123,775,420 
3)The Contract Price prior to this Change Order was$3,166,109,420 
4)
The Aggregate Equipment Price will be increased 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
$830,200 
7)The new Contract Price including this Change Order will be$3,166,939,620 
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
* No impact to the Key Dates for engineering and procurement only scope of the ISBL Feed Gas Heater is included with this Change Order. However, impact to Key Dates, if any, regardless of whether arising from the engineering, procurement or implementation scope will be assessed in a separate Change Order, or Change Orders, as required should Owner decide to proceed with full implementation of the heater into the Train 3 Liquefaction Facility.

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):


All Impacts to Attachment C (Payment Schedule) resulting from this Change Order EC00191_SCT3043 will be incorporated in Change Order EC00202_SCT3042 to be executed in 1Q-2025.

Impact on Maximum Cumulative Payment Schedule:
All Impacts to Attachment C (Payment Schedule) resulting from this Change Order EC00191_SCT3043 will be incorporated in Change Order EC00202_SCT3042 to be executed in 1Q-2025.

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: The Total Reimbursement Amount is changed from 27,167,133 to
$27,170,411, an increase of $3,278.

Any other impacts to obligation or potential liability of Contractor or Owner under the EPC 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 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
OwnerOwner
Alex ThompsonScott Osborne
NameName
Authorized PersonSenior Project Manager
TitleTitle
February 10, 2025February 10, 2025
Date of SigningDate 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 15, 2022
AGREEMENT: Amended and Restated Fixed Price Turnkey Agreement for Train 3
CHANGE ORDER NUMBER:
Owner EC Number: EC00202
Contractor Change Number SCT3042
OWNER: Rio Grande LNG, LLC
EFFECTIVE DATE OF CHANGE ORDER:
February 21, 2025
CONTRACTOR: Bechtel Energy Inc.
TITLE: ATTACHMENT C – UPDATE FOR LATE 2024 AND EARLY 2025 CHANGE ORDERS
The EPC Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary)
BACKGROUND
Owner and Contractor executed Change Orders to the Agreement that deferred the changes to Attachment C (Payment Schedule). The changes to Attachment C from each of the Change Orders listed in Table 1 (Previously Executed Change Orders Requiring Incorporation into Attachment C) are to be incorporated into Attachment C as provided for in this Change Order EC00202_SCT3042.

Table 1 – Previously Executed Change Orders Requiring Incorporation into Attachment C

[***]

CHANGE
The EPC Agreement between the Parties listed above is changed as follows:

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

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

3.First Amended Attachment C, First Amended Schedule C-3 (Maximum Cumulative Payment Schedule) – This schedule shall be updated per the Schedule C-3 (Maximum Cumulative Payment Schedule) as provided in Attachment 3 to this Change Order.

Attachments to support this Change Order:
Attachment 1 – First Amended Attachment C, First Amended Appendix 1 (Contract Price Breakdown), as updated by this Change Order
Attachment 2 – First Amended Attachment C, First Amended Schedule C-2 (Payment Milestones), as updated by this Change Order
Attachment 3 – First Amended Attachment C, First Amended Schedule C-3 (Maximum Cumulative Payment Schedule), as updated by this Change Order


Adjustments to Contract Price
1)The original Contract Price was$3,042,334,000 
2)Net change by previously authorized Change Orders (See Appendix 1)$124,605,620 
3)The Contract Price prior to this Change Order was$3,166,939,620 
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 unchanged by this Change Order in the amount of
$— 
6)
The total Aggregate Equipment, Labor and Skills Price will be unchanged by this Change Order in the amount of
$— 
7)The new Contract Price including this Change Order will be$3,166,939,620 
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 2.

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

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 EPC 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 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
OwnerOwner
Alex ThompsonScott Osborne
NameName
Authorized PersonSenior Project Manager
TitleTitle
February 21, 2025February 21, 2025
Date of SigningDate of Signing