Common use of Responsibilities of Contractor Clause in Contracts

Responsibilities of Contractor. Without limiting the requirements of any other provision of this Agreement, Contractor shall: 3.8.1 prosecute the Work continuously and diligently in accordance with Owner Standards, all applicable Laws, Permits, Applicable Codes and Standards and in accordance with the Project Schedule, using only qualified and competent personnel, and complete the Work so that the Facility successfully passes the Performance Tests and meets or exceeds the requirements set forth in Exhibit A, Owner Standards and the provisions of this Agreement; 3.8.2 ensure that all labor performing at the Job Site will be properly tooled, fully trained and qualified to safely perform the Work in accordance with applicable Law, Permits and Owner Standards; 3.8.3 perform and furnish the Work, including designing, engineering, procuring, manufacturing, packing and transporting, constructing, warranting, Pre-Commissioning, Commissioning, testing, training and directing of operating and maintenance personnel (including the personnel of Owner or its Affiliate) until Facility Substantial Completion, and guaranteeing performance of the Work in accordance with the terms hereof, so that the Facility (a) meets the requirements of all applicable Permits and applicable Laws, (b) meets the requirements of Owner’s property rights with respect to the Job Site identified in Exhibit N, (c) successfully passes the Performance Tests and meets or exceeds the requirements set forth in Exhibit A, Owner Standards and the provisions of this Agreement, (d) meets the requirements of the Applicable Codes and Standards, (e) is safe and adequate for (i) the intended purpose set forth in this Agreement, and (ii) conditions of loading, conveying, storing, metering, liquefying and delivering Feed Gas and LNG, (f) can be operated in a manner consistent with the staffing levels specified in Exhibit Q, (g) is capable of complying with the Laws (including Environmental Laws) issued by any Government Authority or other applicable entities set forth in Exhibit A and Exhibit L, and (h) comprises Materials which are new, are reasonable to maintain, have proven durability to withstand climatic conditions that could reasonably be expected to be experienced at the Job Site, are designed and manufactured in accordance with the requirements set forth in Exhibit A and are assembled and installed in accordance with manufacturer’s specifications and generally accepted standards for the design, manufacture, quality and assembly of such Materials; 3.8.4 obtain and maintain all Permits (including the Permits set forth in Exhibit L that are identified as Contractor Permits, but excluding the Permits set forth in Exhibit L that are identified as Owner Permits) and authorizations from any Government Authority, and administer all such Permits and authorizations required for (a) the design, engineering and construction of the Facility (or any portion thereof), (b) the procurement, handling, supply, shipment, transportation, installation, erection, direction of procurement and testing of the Materials, (c) the installation or integration of the Owner Furnished Equipment and Materials, and (d) the performance of all the Work. Contractor shall provide prompt assistance, information and documentation (including copies of any drawings and design documents) required or requested by Owner for the Work to enable Owner to obtain or modify, or cause to be obtained or modified, the Permits set forth in Exhibit L that are identified as Owner Permits. Contractor shall give Notice to Owner of all conflicts between the requirements set forth herein including Exhibit A and any Laws or Permits that come to the attention of Contractor or with the exercise of reasonable care should have come to the attention of Contractor. Contractor shall assist Owner in obtaining and maintaining all Permits that Owner must obtain pursuant to the terms hereof, including (i) providing information requested by Owner or requested or required by any Government Authority in the possession of, or reasonably obtainable by, Contractor, and (ii) identifying for Owner any Permits that Owner has not obtained, but which Contractor has reason to believe, after due inquiry, must be obtained by Owner for the Contractor’s performance of the Work and/or Owner’s ownership or operation of the Facility. If Contractor performs any of the Work knowing, or when, with the exercise of due care, it should have known, it to be contrary to any such Laws or Permits, such costs shall be Non-Reimbursable Costs. Contractor will provide Owner a copy of its Louisiana Contractor’s License and Louisiana Engineering Firm Registration prior to commencement of the Work; 3.8.5 take full responsibility for the adequacy, stability, cleanliness and safety of Contractor’s (and Subcontractors’) Job Site operations, of Contractor’s (and Subcontractors’) methods of construction and of the Work, irrespective of any approval or consent by Owner, Owner’s Representative or the Independent Engineer; 3.8.6 pay or cause to be paid the Taxes, insurance and bank charges incurred by Contractor or any Subcontractor arising from the performance of its duties under this Agreement; 3.8.7 have joint responsibility with Owner for coordination with Government Authorities, test laboratories and any other Person necessary to demonstrate the Facility’s compliance with all Permits and Laws; 3.8.8 be responsible for claims of Government Authorities, fines and penalties that may arise or be assessed (including those that Owner pays or becomes liable to pay) to the extent caused by Contractor’s or any Subcontractor’s noncompliance with or violation or Laws, Applicable Codes and Standards or Permits; 3.8.9 except as provided in Section 3.7.6 or Exhibit V, obtain all consumables (including construction fuel, construction electricity, water and other utilities and the supply and fill of lubricants, resins, chemicals and the refill and top-off of such lubricants and chemicals following any Performance Tests and other consumables as provided in Exhibit V) necessary for Contractor’s performance of the Work, and Owner’s or its Affiliate’s execution of the Performance Tests, during the period from commencement of the Work through the Facility Substantial Completion Date; 3.8.10 obtain all internet access, telephone and radio usage necessary for Contractor’s performance of the Work and for each Owner Contractor’s performance of its respective services and work during the period from commencement of the Work through the Facility Substantial Completion Date; 3.8.11 determine sufficiently in advance the quantities of Feed Gas, in MMBtu, that will be required for each Day on which Commissioning activities and the Performance Tests in respect of each LNG Production System will be conducted as provided in Exhibit A and Exhibit R; 3.8.12 perform all Work necessary for the Feed Gas Interconnections specified in Exhibit A at the Facility and Pipeline Tie Point(s); 3.8.13 without limiting Owner’s obligations under Section 3.7.1, (a) until the earlier of the Facility Substantial Completion Date or termination of this Agreement, be responsible for the management of the Job Site (including (i) any construction routes between the road used to access the Job Site and the Job Site and within the Job Site boundaries, (ii) coordination of Subcontractors’ activities and the management of all common areas within the Job Site so as to optimize Contractor’s and Subcontractors’ performance, (iii) provide any signs or directions which they may consider necessary for the guidance of its staff, labor and others, and (iv) maintain the Job Site at all times free of waste material and rubbish), (b) upon the earlier of Final Completion or termination of this Agreement, clear the Job Site of temporary structures, surplus items (unless Owner requests such surplus items be left at the Job Site), construction equipment and tools, (c) until the earlier of the Facility Substantial Completion Date or termination of this Agreement, provide all reasonable and necessary safeguards, including fencing, signs, security services, fire protection and the like, for the health, safety, security and protection of the Job Site, the Work and the Facility and of all Persons and property related thereto, and (d) until the earlier of the Facility Substantial Completion Date or termination of this Agreement, keep unauthorized Persons off of the Job Site and reconstruct, repair or replace Materials or property of Contractor which may be stolen or damaged by vandalism; 3.8.14 take all reasonable steps to protect the environment and to limit damage and nuisance to people and property resulting from pollution, construction noise and other results of the performance of the Work, and ensure that the Work and any Releases, including construction air emissions, surface discharges and effluent, from its performance of the Work shall be in compliance with all applicable Permits, Applicable Codes and Standards and Laws; 3.8.15 within ninety (90) days following the earlier of (a) Facility Substantial Completion Date or (b) earlier termination of this Agreement as provided herein, (i) assist Owner in preparing an inventory of all Materials (wherever located), special tools, construction aids and all other Contractor or Subcontractor materials, equipment, supplies purchased and used in connection with the Work (the “Surplus Construction Materials”), and (ii) transfer, or cause the transfer, of possession and title to Owner of all Surplus Construction Materials that Owner elects to take possession of by Notice to Contractor; 3.8.16 provide reports, information and data as will be necessary for Owner to maintain segregated accounts of the Work for Owner’s records where required by Law or generally accepted accounting principles in the United States of America. Such segregation will include separate accounting for expenditures with respect to buildings, land improvements, engineering and project management, Materials, Feed Gas Interconnections, Permit costs and Taxes paid by Contractor; 3.8.17 if (a) a Dispute under this Agreement arises in connection with a default or termination of this Agreement, or Owner’s obligation to pay certain Taxes hereunder, (b) a Change Order payment is to be determined on a cost-plus basis (at the then applicable labor rates then set forth in Exhibit C) or (c) the Work is accelerated pursuant to Section 16.3.2, then, in each case, grant to Owner sufficient audit rights with respect to all documentation pertaining thereto (excluding, in all cases, the build-up of any fixed price, any multiplier or other lump-sum amounts). Owner shall have the right to choose an independent certified public accounting firm to act as auditor for such an audit and the reasonable cost of any audit will be borne by the Party whose position is not substantially supported by the results of such audit. Audit data shall not be released by such auditor to Persons other than Contractor, Owner, the Independent Engineer, the Lenders or their respective employees and agents in connection with any such audit and Owner and Contractor shall treat such audit data as confidential, but shall not be precluded from using such audit data in any legal or arbitration proceedings arising under this Agreement in relation with the Dispute or Change Order; 3.8.18 make available to Owner and Owner Contractors at all times during the term hereof sufficient storage areas and personnel at each MOF Facility for the unloading, handling, preservation, storage, loading and transportation of all Owner Furnished Equipment and Materials delivered to such MOF Facility by an Owner Contractor, and not take or omit to take, and cause its Affiliates not to take or omit to take, any action with respect to such MOF Facility that would prevent, impede, delay or otherwise hinder Contractor’s performance of the Work in accordance with this Agreement; 3.8.19 arrange and/or ensure the complete handling of all equipment, machinery, Materials and spare parts required for the Work, including the inspection, expediting, shipping and transport, unloading, receiving, storage and payment of all Taxes imposed on Contractor or its Subcontractors and incurred in connection therewith, and arrange for proper safe keeping, handling, preservation, storage, maintenance and transportation at, to or from a MOF Facility or the Job Site, as applicable, for such equipment, machinery, Materials and spare parts; 3.8.20 coordinate customs expediting and clearance services and logistics at the Job Site with a qualified company selected by Owner and perform all administrative formalities in connection therewith, including obtaining all approvals, certificates, documents and licenses which may be pertinent and/or necessary for Contractor’s equipment, machinery, Materials and spare parts required for the Work, all in a timely manner; 3.8.21 transport from each MOF Facility to the Job Site all Owner Furnished Equipment and Materials delivered to such MOF Facility in accordance with the Project Schedule; 3.8.22 provide for all temporary construction materials, equipment, supplies and facilities necessary for the performance of the Work; 3.8.23 upon Notice from Owner, replace (a) any Subcontractor who fails to perform its Subcontract obligations, and (b) replace any of Contractor’s personnel, and cause any Subcontractor to replace its personnel, performing the Work if (i) Owner believes that such personnel are negligently performing the Work or that such personnel are creating a risk to the health and/or safety of Persons or property or (ii) Owner believes that such personnel are otherwise not performing the Work in accordance with Owner Standards or are creating a risk to the timely completion of the Work in accordance with this Agreement; 3.8.24 provide all special tools, construction/Commissioning spare parts and supplies required for operation of the Facility (excluding all special tools, construction/Commissioning spare parts and supplies provided as part of the Owner Furnished Equipment and Materials) until the Facility Substantial Completion Date, at which time all special tools and other supplies required for the operation of the Facility that are supplied by Contractor shall be transferred to Owner in accordance with Section 3.8.15; 3.8.25 use only the entrance(s) to the Job Site designated by Owner and applicable Permits for ingress and egress of all personnel and vehicles and for the delivery of all Materials; 3.8.26 provide such assistance as is requested by Owner in dealing with the Lenders, the Independent Engineer or any Government Authority in any and all matters relating to the Work and the Facility; provided that no review, approval or disapproval by the Independent Engineer shall serve to reduce or limit the liability of Contractor hereunder; 3.8.27 cooperate with Owner’s Representative and designee and the Independent Engineer in the review of design materials, the conduct of inspections and Commissioning, and in any other matters hereunder relating to the Work and respond promptly to inquiries from Owner; 3.8.28 provide all operating instructions, procedures, data and manuals, spare parts manuals, integrated and coordinated operation and maintenance manuals and training aids in accordance with the Drawings and Specifications; 3.8.29 train and certify the operating and maintenance personnel in accordance with Exhibit G; 3.8.30 perform the Pre-Commissioning and Commissioning and direct the operation and maintenance personnel (including the personnel of Owner or its Affiliate) during Pre-Commissioning, Commissioning and execution of the Performance Tests in full accordance with the written operating instructions, the operations and maintenance manuals and the safety procedures; 3.8.31 obtain Owner’s prior written approval (which approval may be withheld in Owner’s sole discretion and for any reason) of the text of any announcement, publication, photograph or other type of communication concerning the Work prior to the dissemination or release of same by Contractor or its Subcontractors; 3.8.32 subject to Owner’s prior approval, designate the Contractor’s Representative who will have full responsibility for the prosecution of the Work in respect of this Agreement and act as a single point

Responsibilities of Contractor. Without limiting the requirements of any other provision of this Agreement, Contractor shall: 3.8.1 prosecute the Work continuously and diligently in accordance with Owner Standards, all applicable Laws, Permits, Applicable Codes and Standards and in accordance with the Project Schedule, using only qualified and competent personnel, and complete the Work so that the Facility successfully passes the Performance Tests and meets or exceeds the requirements set forth in Exhibit A, Owner Standards and the provisions of this Agreement; 3.8.2 ensure that all labor performing at the Job Site will be properly tooled, fully trained and qualified to safely perform the Work in accordance with applicable Law, Permits and Owner Standards; 3.8.3 perform and furnish the Work, including designing, engineering, procuring, manufacturing, packing and transporting, constructing, warranting, Pre-Commissioning, Commissioning, testing, training and directing of operating and maintenance personnel (including the personnel of Owner or its Affiliate) until Facility Substantial Completion, and guaranteeing performance of the Work in accordance with the terms hereof, so that the Facility (a) meets the requirements of all applicable Permits and applicable Laws, (b) meets the requirements of Owner’s property rights with respect to the Job Site identified in Exhibit N, (c) successfully passes the Performance Tests and meets or exceeds the requirements set forth in Exhibit A, Owner Standards and the provisions of this Agreement, (d) meets the requirements of the Applicable Codes and Standards, (e) is safe and adequate for (i) the intended purpose set forth in this Agreement, and (ii) conditions of loading, conveying, storing, metering, liquefying and delivering Feed Gas and LNG, (f) can be operated in a manner consistent with the staffing levels specified in Exhibit Q, (g) is capable of complying with the Laws (including Environmental Laws) issued by any Government Authority or other applicable entities set forth in Exhibit A and Exhibit L, and (h) comprises Materials which are new, are reasonable to maintain, have proven durability to withstand climatic conditions that could reasonably be expected to be experienced at the Job Site, are designed and manufactured in accordance with the requirements set forth in Exhibit A and are assembled and installed in accordance with manufacturer’s specifications and generally accepted standards for the design, manufacture, quality and assembly of such Materials; 3.8.4 obtain and maintain all Permits (including the Permits set forth in Exhibit L that are identified as Contractor Permits, but excluding the Permits set forth in Exhibit L that are identified as Owner Permits) and authorizations from any Government Authority, and administer all such Permits and authorizations required for (a) the design, engineering and construction of the Facility (or any portion thereof), (b) the procurement, handling, supply, shipment, transportation, installation, erection, direction of procurement and testing of the Materials, (c) the installation or integration of the Owner Furnished Equipment and Materials, and (d) the performance of all the Work. Contractor shall provide prompt assistance, information and documentation (including copies of any drawings and design documents) required or requested by Owner for the Work to enable Owner to obtain or modify, or cause to be obtained or modified, the Permits set forth in Exhibit L that are identified as Owner Permits. Contractor shall give Notice to Owner of all conflicts between the requirements set forth herein including Exhibit A and any Laws or Permits that come to the attention of Contractor or with the exercise of reasonable care should have come to the attention of Contractor. Contractor shall assist Owner in obtaining and maintaining all Permits that Owner must obtain pursuant to the terms hereof, including (i) providing information requested by Owner or requested or required by any Government Authority in the possession of, or reasonably obtainable by, Contractor, and (ii) identifying for Owner any Permits that Owner has not obtained, but which Contractor has reason to believe, after due inquiry, must be obtained by Owner for the Contractor’s performance of the Work and/or Owner’s ownership or operation of the Facility. If Contractor performs any of the Work knowing, or when, with the exercise of due care, it should have known, it to be contrary to any such Laws or Permits, such costs shall be Non-Reimbursable Costs. Contractor will provide Owner a copy of its Louisiana Contractor’s License and Louisiana Engineering Firm Registration prior to commencement of the Work; 3.8.5 take full responsibility for the adequacy, stability, cleanliness and safety of Contractor’s (and Subcontractors’ and Agent For Contractors’) Job Site operations, of Contractor’s (and Subcontractors’ and Agent For Contractors’) methods of construction and of the Work, irrespective of any approval or consent by Owner, Owner’s Representative or the Independent Engineer; 3.8.6 pay or cause to be paid the Taxes, insurance and bank charges incurred by Contractor or any Subcontractor arising from the performance of its duties under this Agreement; 3.8.7 have joint responsibility with Owner for coordination with Government Authorities, test laboratories and any other Person necessary to demonstrate the Facility’s compliance with all Permits and Laws; 3.8.8 be responsible for claims of Government Authorities, fines and penalties that may arise or be assessed (including those that Owner pays or becomes liable to pay) to the extent caused by Contractor’s or any Subcontractor’s noncompliance with or violation or Laws, Applicable Codes and Standards or Permitsthey constitute Non-Reimbursable Costs; 3.8.9 except as provided in Section 3.7.6 or Exhibit V, obtain all consumables (including construction fuel, construction electricity, water and other utilities and the supply and fill of lubricants, resins, chemicals and the refill and top-off of such lubricants and chemicals following any Performance Tests and other consumables as provided in Exhibit V) necessary for Contractor’s performance of the Work, and Owner’s or its Affiliate’s execution of the Performance Tests, during the period from commencement of the Work through the Facility LNG Production System Substantial Completion DateDate for the corresponding LNG Production System Handover Package for which Owner assumes care, custody, and control; 3.8.10 obtain all internet access, telephone and radio usage necessary for Contractor’s performance of the Work and for each Owner Contractor’s performance of its respective services and work during the period from commencement of the Work through the Facility Substantial Completion Date; 3.8.11 determine sufficiently in advance the quantities of Feed Gas, in MMBtu, that will be required for each Day on which Commissioning activities and the Performance Tests in respect of each LNG Production System will be conducted as provided in Exhibit A and Exhibit R; 3.8.12 Contractor shall perform all such Work necessary for to integrate and tie-in the Feed Gas Interconnections specified Facility with the Phase 1 Facility and otherwise perform the obligations set forth in Exhibit A at to complete Owner’s 20 MTPA nameplate LNG export facility, comprised of the Facility and Pipeline Tie Point(s);the Phase 1 Facility. 3.8.13 without limiting Owner’s obligations under Section 3.7.1, (a) until the earlier of the Facility Substantial Completion Date or termination of this Agreement, be responsible for the management of the Job Site (including (i) any construction routes between the road used to access the Job Site and the Job Site and within the Job Site boundaries, (ii) coordination of Subcontractors’ and Agent For Contractors’ activities and the management of all common areas within the Job Site so as to optimize Contractor’s ’s, Subcontractors’ and SubcontractorsAgent For Contractors’ performance, (iii) provide any signs or directions which they may consider necessary for the guidance of its staff, labor and others, others and (iv) maintain the Job Site at all times free of waste material and rubbish), (b) upon the earlier of Final Completion or termination of this Agreement, clear the Job Site of temporary structures, surplus items (unless Owner requests such surplus items be left at the Job Site), construction equipment and tools, (c) until the earlier of the Facility Substantial Completion Date or termination of this Agreement, provide all reasonable and necessary safeguards, including fencing, signs, security services, fire protection and the like, for the health, safety, security and protection of the Job Site, the Work and the Facility and of all Persons and property related thereto, and (d) until the earlier of the Facility Substantial Completion Date or termination of this Agreement, keep unauthorized Persons off of the Job Site and reconstruct, repair or replace Materials or property of Contractor which may be stolen or damaged by vandalism; 3.8.14 take all reasonable steps to protect the environment and to limit damage and nuisance to people and property resulting from pollution, construction noise and other results of the performance of the Work, and ensure that the Work and any Releases, including construction air emissions, surface discharges and effluent, from its performance of the Work shall be in compliance with all applicable Permits, Applicable Codes and Standards and Laws; 3.8.15 within ninety (90) days following the earlier of (a) Facility Substantial Completion Date or (b) earlier termination of this Agreement as provided herein, (i) assist Owner in preparing an inventory of all Materials (wherever located), special tools, construction aids and all other Contractor or Subcontractor materials, equipment, supplies purchased and used in connection with the Work (the “Surplus Construction Materials”), and (ii) transfer, or cause the transfer, of possession and title to Owner of all Surplus Construction Materials that Owner elects to take possession of by Notice to Contractor; 3.8.16 provide reports, information and data as will be necessary for Owner to maintain segregated accounts of the Work for Owner’s records where required by Law or generally accepted accounting principles in the United States of America. Such segregation will include separate accounting for expenditures with respect to buildings, land improvements, engineering and project management, Materials, Feed Gas Interconnections, Permit costs and Taxes paid by Contractor; 3.8.17 if (a) a Dispute under this Agreement arises in connection with a default or termination of this Agreement, or Owner’s obligation to pay certain Taxes hereunder, (b) a Change Order payment is to be determined on a cost-plus basis (at the then applicable labor rates then set forth in Exhibit C) or (c) the Work is accelerated pursuant to Section 16.3.2, then, in each case, grant to Owner sufficient audit rights with respect to all documentation pertaining thereto (excluding, in all cases, the build-up of any fixed price, any multiplier or other lump-sum amounts)thereto. Owner shall have the right to choose an independent certified public accounting firm to act as auditor for such an audit and the reasonable cost of any audit will be borne by the Party whose position is not substantially supported by the results of such audit. Audit data shall not be released by such auditor to Persons other than Contractor, Owner, the Independent Engineer, the Lenders or their respective employees and agents in connection with any such audit and Owner and Contractor shall treat such audit data as confidential, but shall not be precluded from using such audit data in any legal or arbitration proceedings arising under this Agreement in relation with the Dispute or Change Order; 3.8.18 make available to Owner and Owner Contractors at all times during the term hereof sufficient storage areas and personnel at each MOF Satellite Facility for the unloading, handling, preservation, storage, loading and transportation of all Owner Furnished Equipment and Materials delivered to such MOF Satellite Facility by an Owner Contractor, and not take or omit to take, and cause its Affiliates not to take or omit to take, any action with respect to such MOF Satellite Facility that would prevent, impede, delay or otherwise hinder Contractor’s performance of the Work in accordance with this Agreement; 3.8.19 arrange and/or ensure the complete handling of all equipment, machinery, Materials and spare parts required for the Work, including the inspection, expediting, shipping and transport, unloading, receiving, storage and payment of all Taxes imposed on Contractor or its Subcontractors and incurred in connection therewith, and arrange for proper safe keeping, handling, preservation, storage, maintenance and transportation at, to or from a MOF Satellite Facility or the Job Site, as applicable, for such equipment, machinery, Materials and spare parts; 3.8.20 coordinate customs expediting and clearance services and logistics at the Job Site with a qualified company selected by Owner and perform all administrative formalities in connection therewith, including obtaining all approvals, certificates, documents and licenses which may be pertinent and/or necessary for Contractor’s equipment, machinery, Materials and spare parts required for the Work, all in a timely manner; 3.8.21 transport from each MOF Satellite Facility to the Job Site all Owner Furnished Equipment and Materials delivered to such MOF Satellite Facility in accordance with the Project Schedule; 3.8.22 provide for all temporary construction materials, equipment, supplies and facilities necessary for the performance of the Work; 3.8.23 upon Notice from Owner, replace (a) any Subcontractor who fails to perform its Subcontract obligations, obligations and (b) replace any of Contractor’s personnel, and cause any Subcontractor to replace its personnel, performing the Work if (i) Owner believes that such personnel are negligently performing the Work or that such personnel are creating a risk to the health and/or safety of Persons or property or (ii) Owner believes that such personnel are otherwise not performing the Work in accordance with Owner Standards or are creating a risk to the timely completion of the Work in accordance with this Agreement; 3.8.24 provide all special tools, construction/Commissioning spare parts and supplies required for operation of the Facility LNG Production System (excluding all special tools, construction/Commissioning spare parts and supplies provided as part of the Owner Furnished Equipment and Materials) until the Facility LNG Production System Substantial Completion Date, at which time all special tools and other supplies required for the operation of the Facility LNG Production System that are supplied by Contractor shall be transferred to Owner in accordance with Section 3.8.15; 3.8.25 use only the entrance(s) to the Job Site designated by Owner and applicable Permits for ingress and egress of all personnel and vehicles and for the delivery of all Materials; 3.8.26 provide such assistance as is reasonably requested by Owner in dealing with the Lenders, the Independent Engineer or any Government Authority in any and all matters relating to the Work and the Facility; provided that no review, approval or disapproval by the Independent Engineer shall serve to reduce or limit the liability of Contractor hereunder; 3.8.27 cooperate with Owner’s Representative and designee and the Independent Engineer in the review of design materials, the conduct of inspections and Commissioning, and in any other matters hereunder relating to the Work and respond promptly to inquiries from Owner; 3.8.28 provide all operating instructions, procedures, data and manuals, spare parts manuals, integrated and coordinated operation and maintenance manuals and training aids in accordance with the Drawings and Specifications; 3.8.29 train and certify the operating and maintenance personnel in accordance with Exhibit G; 3.8.30 perform the Pre-Commissioning and Commissioning and direct the operation and maintenance personnel (including the personnel of Owner or its Affiliate) during Pre-Commissioning, Commissioning and execution of the Performance Tests in full accordance with the written operating instructions, the operations and maintenance manuals and the safety procedures; 3.8.31 obtain Owner’s prior written approval (which approval may be withheld in Owner’s sole discretion and for any reason) of the text of any announcement, publication, photograph or other type of communication concerning the Work prior to the dissemination or release of same by Contractor or its Subcontractors; 3.8.32 subject to Owner’s prior approval, designate the Contractor’s Representative who will have full responsibility for the prosecution of the Work and full authority under the JV Agreement to act for Contractor in respect of this Agreement and act as a single pointpoint of contact with Owner, Owner Contractors and Pipeline Contractor in all matters on behalf of Contractor. Upon the reasonable

Responsibilities of Contractor. Without limiting the requirements of any other provision of this Agreement, Contractor shall: 3.8.1 prosecute the Work continuously and diligently in accordance with Owner Standards, all applicable Laws, Permits, Applicable Codes and Standards and in accordance with the Project Schedule, using only qualified and competent personnel, and complete the Work so that the Facility successfully passes the Performance Tests and meets or exceeds the requirements set forth in Exhibit A, Owner Standards and the provisions of this Agreement; 3.8.2 ensure that all labor performing at the Job Site will be properly tooled, fully trained and qualified to safely perform the Work in accordance with applicable Law, Permits and Owner Standards; 3.8.3 perform and furnish the Work, including designing, engineering, procuring, manufacturing, packing and transporting, constructing, warranting, Pre-Commissioning, Commissioning, testing, training and directing of operating and maintenance personnel (including the personnel of Owner or its Affiliate) until Facility Substantial Completion, and guaranteeing performance of the Work in accordance with the terms hereof, so that the Facility (a) meets the requirements of all applicable Permits and applicable Laws, (b) meets the requirements of Owner’s property rights with respect to the Job Site identified in Exhibit N, (c) successfully passes the Performance Tests and meets or exceeds the requirements set forth in Exhibit A, Owner Standards and the provisions of this Agreement, (d) meets the requirements of the Applicable Codes and Standards, (e) is safe and adequate for (i) the intended purpose set forth in this Agreement, and (ii) conditions of loading, conveying, storing, metering, liquefying and delivering Feed Gas and LNG, (f) can be operated in a manner consistent with the staffing levels specified in Exhibit Q, (g) is capable of complying with the Laws (including Environmental Laws) issued by any Government Authority or other applicable entities set forth in Exhibit A and Exhibit L, and (h) comprises Materials which are new, are reasonable to maintain, have proven durability to withstand climatic conditions that could reasonably be expected to be experienced at the Job Site, are designed and manufactured in accordance with the requirements set forth in Exhibit A and are assembled and installed in accordance with manufacturer’s specifications and generally accepted standards for the design, manufacture, quality and assembly of such Materials; 3.8.4 obtain and maintain all Permits (including the Permits set forth in Exhibit L that are identified as Contractor Permits, but excluding the Permits set forth in Exhibit L that are identified as Owner Permits) and authorizations from any Government Authority, and administer all such Permits and authorizations required for (a) the design, engineering and construction of the Facility (or any portion thereof), (b) the procurement, handling, supply, shipment, transportation, installation, erection, direction of procurement and testing of the Materials, (c) the installation or integration of the Owner Furnished Equipment and Materials, and (d) the performance of all the Work. Contractor shall provide prompt assistance, information and documentation (including copies of any drawings and design documents) required or requested by Owner for the Work to enable Owner to obtain or modify, or cause to be obtained or modified, the Permits set forth in Exhibit L that are identified as Owner Permits. Contractor shall give Notice to Owner of all conflicts between the requirements set forth herein including Exhibit A and any Laws or Permits that come to the attention of Contractor or with the exercise of reasonable care should have come to the attention of Contractor. Contractor shall assist Owner in obtaining and maintaining all Permits that Owner must obtain pursuant to the terms hereof, including (i) providing information requested by Owner or requested or required by any Government Authority in the possession of, or reasonably obtainable by, Contractor, and (ii) identifying for Owner any Permits that Owner has not obtained, but which Contractor has reason to believe, after due inquiry, must be obtained by Owner for the Contractor’s performance of the Work and/or Owner’s ownership or operation of the Facility. If Contractor performs any of the Work knowing, or when, with the exercise of due care, it should have known, it to be contrary to any such Laws or Permits, such costs shall be Non-Reimbursable Costs. Contractor will provide Owner a copy of its Louisiana Contractor’s License and Louisiana Engineering Firm Registration prior to commencement of the Work; 3.8.5 take full responsibility for the adequacy, stability, cleanliness and safety of Contractor’s (and Subcontractors’ and Agent For Contractors’) Job Site operations, of Contractor’s (and Subcontractors’ and Agent For Contractors’) methods of construction and of the Work, irrespective of any approval or consent by Owner, Owner’s Representative or the Independent Engineer; 3.8.6 pay or cause to be paid the Taxes, insurance and bank charges incurred by Contractor or any Subcontractor arising from the performance of its duties under this Agreement; 3.8.7 have joint responsibility with Owner for coordination with Government Authorities, test laboratories and any other Person necessary to demonstrate the Facility’s compliance with all Permits and Laws; 3.8.8 be responsible for claims of Government Authorities, fines and penalties that may arise or be assessed (including those that Owner pays or becomes liable to pay) to the extent caused by Contractor’s or any Subcontractor’s noncompliance with or violation or Laws, Applicable Codes and Standards or Permitsthey constitute Non-Reimbursable Costs; 3.8.9 except as provided in Section 3.7.6 or Exhibit V, obtain all consumables (including construction fuel, construction electricity, water and other utilities and the supply and fill of lubricants, resins, chemicals and the refill and top-off of such lubricants and chemicals following any Performance Tests and other consumables as provided in Exhibit V) necessary for Contractor’s performance of the Work, and Owner’s or its Affiliate’s execution of the Performance Tests, during the period from commencement of the Work through the Facility LNG Production System Substantial Completion DateDate for the corresponding LNG Production System Handover Package for which Owner assumes care, custody, and control; 3.8.10 obtain all internet access, telephone and radio usage necessary for Contractor’s performance of the Work and for each Owner Contractor’s performance of its respective services and work during the period from commencement of the Work through the Facility Substantial Completion Date; 3.8.11 determine sufficiently in advance the quantities of Feed Gas, in MMBtu, that will be required for each Day on which Commissioning activities and the Performance Tests in respect of each LNG Production System will be conducted as provided in Exhibit A and Exhibit R; 3.8.12 perform all Work necessary for the Feed Gas Interconnections specified in Exhibit A at the Facility and Pipeline Tie Point(s); 3.8.13 without limiting Owner’s obligations under Section 3.7.1, (a) until the earlier of the Facility Substantial Completion Date or termination of this Agreement, be responsible for the management of the Job Site (including (i) any construction routes between the road used to access the Job Site and the Job Site and within the Job Site boundaries, (ii) coordination of Subcontractors’ and Agent For Contractors’ activities and the management of all common areas within the Job Site so as to optimize Contractor’s ’s, Subcontractors’ and SubcontractorsAgent For Contractors’ performance, (iii) provide any signs or directions which they may consider necessary for the guidance of its staff, labor and others, others and (iv) maintain the Job Site at all times free of waste material and rubbish), (b) upon the earlier of Final Completion or termination of this Agreement, clear the Job Site of temporary structures, surplus items (unless Owner requests such surplus items be left at the Job Site), construction equipment and tools, (c) until the earlier of the Facility Substantial Completion Date or termination of this Agreement, provide all reasonable and necessary safeguards, including fencing, signs, security services, fire protection and the like, for the health, safety, security and protection of the Job Site, the Work and the Facility and of all Persons and property related thereto, and (d) until the earlier of the Facility Substantial Completion Date or termination of this Agreement, keep unauthorized Persons off of the Job Site and reconstruct, repair or replace Materials or property of Contractor which may be stolen or damaged by vandalism; 3.8.14 take all reasonable steps to protect the environment and to limit damage and nuisance to people and property resulting from pollution, construction noise and other results of the performance of the Work, and ensure that the Work and any Releases, including construction air emissions, surface discharges and effluent, from its performance of the Work shall be in compliance with all applicable Permits, Applicable Codes and Standards and Laws; 3.8.15 within ninety (90) days following the earlier of (a) Facility Substantial Completion Date or (b) earlier termination of this Agreement as provided herein, (i) assist Owner in preparing an inventory of all Materials (wherever located), special tools, construction aids and all other Contractor or Subcontractor materials, equipment, supplies purchased and used in connection with the Work (the “Surplus Construction Materials”), and (ii) transfer, or cause the transfer, of possession and title to Owner of all Surplus Construction Materials that Owner elects to take possession of by Notice to Contractor; 3.8.16 provide reports, information and data as will be necessary for Owner to maintain segregated accounts of the Work for Owner’s records where required by Law or generally accepted accounting principles in the United States of America. Such segregation will include separate accounting for expenditures with respect to buildings, land improvements, engineering and project management, Materials, Feed Gas Interconnections, Permit costs and Taxes paid by Contractor; 3.8.17 if (a) a Dispute under this Agreement arises in connection with a default or termination of this Agreement, or Owner’s obligation to pay certain Taxes hereunder, (b) a Change Order payment is to be determined on a cost-plus basis (at the then applicable labor rates then set forth in Exhibit C) or (c) the Work is accelerated pursuant to Section 16.3.2, then, in each case, grant to Owner sufficient audit rights with respect to all documentation pertaining thereto (excluding, in all cases, the build-up of any fixed price, any multiplier or other lump-sum amounts)thereto. Owner shall have the right to choose an independent certified public accounting firm to act as auditor for such an audit and the reasonable cost of any audit will be borne by the Party whose position is not substantially supported by the results of such audit. Audit data shall not be released by such auditor to Persons other than Contractor, Owner, the Independent Engineer, the Lenders or their respective employees and agents in connection with any such audit and Owner and Contractor shall treat such audit data as confidential, but shall not be precluded from using such audit data in any legal or arbitration proceedings arising under this Agreement in relation with the Dispute or Change Order; 3.8.18 make available to Owner and Owner Contractors at all times during the term hereof sufficient storage areas and personnel at each MOF Satellite Facility for the unloading, handling, preservation, storage, loading and transportation of all Owner Furnished Equipment and Materials delivered to such MOF Satellite Facility by an Owner Contractor, and not take or omit to take, and cause its Affiliates not to take or omit to take, any action with respect to such MOF Satellite Facility that would prevent, impede, delay or otherwise hinder Contractor’s performance of the Work in accordance with this Agreement; 3.8.19 arrange and/or ensure the complete handling of all equipment, machinery, Materials and spare parts required for the Work, including the inspection, expediting, shipping and transport, unloading, receiving, storage and payment of all Taxes imposed on Contractor or its Subcontractors and incurred in connection therewith, and arrange for proper safe keeping, handling, preservation, storage, maintenance and transportation at, to or from a MOF Satellite Facility or the Job Site, as applicable, for such equipment, machinery, Materials and spare parts; 3.8.20 coordinate customs expediting and clearance services and logistics at the Job Site with a qualified company selected by Owner and perform all administrative formalities in connection therewith, including obtaining all approvals, certificates, documents and licenses which may be pertinent and/or necessary for Contractor’s equipment, machinery, Materials and spare parts required for the Work, all in a timely manner; 3.8.21 transport from each MOF Satellite Facility to the Job Site all Owner Furnished Equipment and Materials delivered to such MOF Satellite Facility in accordance with the Project Schedule; 3.8.22 provide for all temporary construction materials, equipment, supplies and facilities necessary for the performance of the Work; 3.8.23 upon Notice from Owner, replace (a) any Subcontractor who fails to perform its Subcontract obligations, obligations and (b) replace any of Contractor’s personnel, and cause any Subcontractor to replace its personnel, performing the Work if (i) Owner believes that such personnel are negligently performing the Work or that such personnel are creating a risk to the health and/or safety of Persons or property or (ii) Owner believes that such personnel are otherwise not performing the Work in accordance with Owner Standards or are creating a risk to the timely completion of the Work in accordance with this Agreement; 3.8.24 provide all special tools, construction/Commissioning spare parts and supplies required for operation of the Facility LNG Production System (excluding all special tools, construction/Commissioning spare parts and supplies provided as part of the Owner Furnished Equipment and Materials) until the Facility LNG Production System Substantial Completion Date, at which time all special tools and other supplies required for the operation of the Facility LNG Production System that are supplied by Contractor shall be transferred to Owner in accordance with Section 3.8.15; 3.8.25 use only the entrance(s) to the Job Site designated by Owner and applicable Permits for ingress and egress of all personnel and vehicles and for the delivery of all Materials; 3.8.26 provide such assistance as is reasonably requested by Owner in dealing with the Lenders, the Independent Engineer or any Government Authority in any and all matters relating to the Work and the Facility; provided that no review, approval or disapproval by the Independent Engineer shall serve to reduce or limit the liability of Contractor hereunder; 3.8.27 cooperate with Owner’s Representative and designee and the Independent Engineer in the review of design materials, the conduct of inspections and Commissioning, and in any other matters hereunder relating to the Work and respond promptly to inquiries from Owner; 3.8.28 provide all operating instructions, procedures, data and manuals, spare parts manuals, integrated and coordinated operation and maintenance manuals and training aids in accordance with the Drawings and Specifications; 3.8.29 train and certify the operating and maintenance personnel in accordance with Exhibit G; 3.8.30 perform the Pre-Commissioning and Commissioning and direct the operation and maintenance personnel (including the personnel of Owner or its Affiliate) during Pre-Commissioning, Commissioning and execution of the Performance Tests in full accordance with the written operating instructions, the operations and maintenance manuals and the safety procedures; 3.8.31 obtain Owner’s prior written approval (which approval may be withheld in Owner’s sole discretion and for any reason) of the text of any announcement, publication, photograph or other type of communication concerning the Work prior to the dissemination or release of same by Contractor or its Subcontractors; 3.8.32 subject to Owner’s prior approval, designate the Contractor’s Representative who will have full responsibility for the prosecution of the Work and full authority under the JV Agreement to act for Contractor in respect of this Agreement and act as a single pointpoint of contact with Owner, Owner Contractors and Pipeline Contractor in all matters on behalf of Contractor. Upon the reasonable written request of Owner, Contractor shall promptly replace the Contractor’s Representative. Subject to Section 5.2, Contractor shall not repl