Coos County Sheriffs Of?ce Contract for Reimbursement COS-027 CONTRACT FOR REIMBURSEMENT CONTRACT NUMBER COS-027 This Contract for Reimbursement is effective from the 4th of December 2015 by and between JORDAN COVE LNG LLC, a limited liability company formed under the laws of Delaware and the COOS COUNTY OFFICE, a government law enforcement agency under the laws of Oregon ("Sheriff's Office?), having been delegated authority to act in all ways as a party to this Contract by Coos County, a political subdivision of the State of Oregon, by and through its Board of Commissioners, hereafter ("County"). WHEREAS, Company is pursuing the development of a liquefied natural gas facility and related facilities near Coos County, Oregon (the "Project?); WHEREAS, the Parties acknowledge that the Project may benefit from certain Covered Activities (as defined below) to be carried out by Sheriff's Office in accordance herewith and (ii) Sheriff?s Office will incur certain costs in connection with the Covered Activities; and WHEREAS, the Parties desire to set forth the terms and conditions pursuant to which Company shall reimburse Sheriff?s Office for certain costs incurred by Sheriff?s Office in connection with the Covered Activities. NOW, THEREFORE, the Parties, each in consideration of the promises and agreements of the other herein contained, mutually agree as follows: 1. DEFINITIONS The following expressions represent defined terms used within this Contract, and are identified within this Contract by capitalized initial lettering. ?Affiliate? means any Person, Public Entity, company, corporation, or other business entity controlled by, in control of or under common control with a Party hereto. "Company? means the Party so identified within the opening preamble to this Contract. ?Contract? means these terms and conditions, together with any attached Exhibits, Appendices and Attachments hereto. ?Effective Date" means the date referenced in the opening preamble to this Contract and upon which this Contract shall become effective and the Parties shall be bound. ?Parties? means Company and Sheriff?s Office and ?Party? means either one of them. ?Person" means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, joint venture, other business organization, trust, union, association, entity or Governmental Body. "Public Entity" means any State or local government or any department, agency, special purpose district, or other instrumentality of a State or States or local government. ?Representative? means the individual(s) appointed by a Party to be its agent with authority to act on behalf of the appointing Party, including Party?s Affiliates and its and its Affiliates? respective owners, shareholders, officers, directors, employees and agents, and any other Person(s) acting on the Party's behalf. "Sheriff?s Office? means the Party so identified within the opening preamble to this Contract. 2. SCOPE Purpose of Contract The purpose of this Contract is to set forth the terms and conditions of any Covered Activities undertaken by Sheriff?s Office for Company and to define the contractual rights, obligations and liabilities of the Parties. Coos County Sheriffs Office Contract for Reimbursement Covered Activities The initial activities (the "Covered Activities?) to be performed by Sheriff's Office under this Contract are described in the initial Confirmation (as defined below) executed by the Parties on or about the date hereof. Confirmations All Covered Activities to be performed under this Contract shall be the subject of one or more agreements (each, a ?Confirmation") to be entered into by and between the Parties. Each Confirmation shall be in writing and will provide a description of the Covered Activities to be undertaken, the consideration to be paid for such Covered Activities, and the location(s) where the Covered Activities are to be performed. Confirmations must be signed by authorized representatives of the Parties and each such Confirmation shall be substantially in the form attached hereto as Exhibit A. Nothing in any Confirmation shall modify or change the terms contained in this Contract. Sheriff?s Office shall perform the Covered Activities continuously and diligently and complete the Covered Activities in accordance with all requirements of this Contract. Reporting Sheriff?s Office shall provide Representative, or a designated alternate, with written progress reports pertaining to the Covered Activities on a basis, or as may from time to time be reasonably requested by Company. Changes to Confirmations Either Party may, at any time, without invalidating this Contract or any Confirmation, initiate changes, additions, or deletions to the Covered Activities to be performed under any Confirmation. No such initiation shall be valid, and no claims for extra work shall be made, except as authorized by written change order to the applicable Confirmation which shall be signed by an authorized representative for each Party. The change order shall set forth a description of the proposed changes to the Covered Activities set forth in the applicable Confirmation, adjustment to price and adjustment to schedule for completion of the relevant Covered Activities. Communications Subject to Section 3 below, all instructions, communications, authorizations, approvals, acknowledgements and acceptances expressly referenced within this Contract shall be in writing (including via e-mail). 3. NOTICES Any notice, instruction, communication, authorization, approval, acknowledgement or acceptance to be given under this Contract shall be in writing and may be given by hand delivery or sent by prepaid first class post. courier or e-mail to the relevant address set out below. Any notice so delivered shall be deemed to be served upon receipt by the Party entitled to notice. . Company Representative: Sheriff?s Office Representative: Name: Chris Haddon Name: Craig Zanni Jordan Cove LNG, LLC 250 N. Baxter 5615 Kirby Drive, Suite 500 Coquille, OR 97423 Houston, Texas 77005 Phone: (541) 396?7800 Phone: (713) 400?2812 Email: coosso@co.coos.or. us Email: chaddon@vereseninc.com Either party may change its Representative by providing written notice to the other Party. 4. COMPENSATION Compensation for the performance of the Covered Activities shall be in United States Dollars (USD). Company shall pay for all costs incurred by Sheriff's Office in connection with the Covered Activities, subject to the terms and conditions contained in this Contract and the applicable Confirmation entered into in accordance with Section 2 above. Actual costs and expenses for any and all Covered Activities shall be documented by Sheriff?s Office and reported to Company on a basis in a form approved and accepted in writing by Company. Reports shall contain sufficient detail to support all charges, including Company approvals, timesheets, names, locations, dates and times and shall be accompanied by legible receipts and/or invoices, with business purpose and all other relevant information provided. Coos County Sheriff?s Office Contract for Reimbursement COS-027 Any request for advance payment for which invoices/receipts are not yet available must be made by Sheriff?s Office substantially in the form provided in Exhibit hereto and (ii) approved in advance by Company. Approval is subject to Company?s discretion; however advance payment may be required for any Confirmation, subject to Sheriff?s Office's discretion. Forecasts for advance payments shall be reconciled for over and under spend from previous advance payment periods. if applicable, business travel expenses during the assignment shall be reimbursed to Sheriff?s Office with the prior written approval of Company. Company-approved reimbursement expenses shall be charged to Company at the Sheriff?s Office actual cost. lnvoicinq Payment Invoices for all costs and expenses incurred by Sheriff?s Office during a calendar month shall be presented to Company no later than the 15th day of the following calendar month at the address set forth below. Sheriff's Office will e-mail a scanned copy of all invoices and credit memos directly to Sheriff?s Office may also mail original invoices and credit memos to the following address, with a copy of same sent to the e-mail address set forth in the preceding sentence: Jordan Cove LNG, LLC Attention: Accounts Payable 5615 Kirby Drive, Suite 500 Houston, Texas 77005 Tel: 713 400 2809 Withholding Except as provided hereunder, Company shall pay all invoices issued under this Contract within fifteen business days following receipt of the relevant invoice in the format set out herein. Company may withhold, by notice to Sheriff's Office specifying the grounds relied on, the whole or part of any payment under any invoice issued by Sheriff?s Office on account of one or more of the following matters: Undocumented or disputed costs; - Claims by third parties against Company resulting from the acts or omissions of Sheriff?s Office; and - Any withholdings required by applicable laws. Project Controls Reporting Sheriff?s Office shall be responsible for implementing processes and procedures that effectively manage the cost of performing the Covered Activities in a work breakdown structure agreed between the Parties. Sheriff?s Office shall provide to Company the following Project Controls reporting items, in native file format, on a basis: Track actual expended costs against planned costs; Forecast cost at completion; Tracking changes in scope; Tracking third party costs; Expenditure to date and current month; Expenditure profile through to completion by month; and Commitments to date. Company may agree to modify the above Project Controls reporting requirements depending on the nature and complexity of scope. 5. SEVERABILITY Should any term of this Contract be held invalid or unenforceable for any reason, such holding shall not affect the remaining terms, which shall continue in full force and effect. 6. WAIVER Coos County Sheriff?s Office Contract for Reimbursement COS-027 10. It is understood and agreed that none of the terms and conditions of this Contract shall be deemed waived or amended by either Party unless such waiver or amendment is executed in writing by a duly authorized agent or representative of each of the Parties. The failure of Company to execute a right of termination shall not act as a waiver or amendment of any right of Company under this Contract or otherwise. The right of either Party to require strict performance will not be affected by any previous waiver, action or course of dealing. ENTIRE CONTRACT This Contract supersedes all prior representations, agreements, understandings and commitments, whether oral or written, between the Parties concerning the subject matter hereof. ASSIGNMENT Neither Party may assign its rights or obligations under this Contract, in whole or in part, without the prior written consent of the other Party except that Company may assign its rights and obligations hereunder, in whole or in part, to one or more Affiliates thereof. COMPLIANCE WITH APPLICABLE LAWS Sheriff?s Office and its Representatives shall comply with all applicable laws, rules, regulations, orders and directions of all governmental bodies having jurisdiction over performance of the Covered Activities, including without limitation those regarding health, environment, safety, taxes, customs, anti?corruption and anti-bribery legislation and establishment of Sheriff?s Office to operate or do business at the work locati0n(s). TERM, SUSPENSION AND TERMINATION Contract Term This Contract shall remain in full force and effect from the Effective Date until 31 December 2020, unless earlier terminated in accordance herewith. Suspension Company may suspend the Covered Activities, or any part thereof, in writing at any time, at its sole discretion. Upon receipt of Company?s written instruction to suspend, Sheriff's Office shall immediately cease all Covered Activities and await further written instructions from Company. Termination Each Party shall have the right at any time to terminate this Contract, with or without cause, in whole or in part, by giving 30 days advanced written notice of same to the other Party; provided that, to the extent there are outstanding any Covered Activities that have been paid for in advance by Company, Sheriff?s Office shall not be entitled to terminate this Contract unless Company has committed a material breach under this Contract, provided further that Sheriff?s Office has first given Company a reasonable opportunity to cure any such breach. Subject to the provisons in the immediately preceding sentence: (1) if a Party exercises its right to terminate this Contract completely, Sheriff?s Office shall stop all Covered Activities upon the conclusion of such 30-day period and turn over any product(s) of the Covered Activities to Company in accordance with Company's written instructions; and (ii) if a Party exercises its right to terminate part of this Contract, Sheriff?s Office shall stop the Covered Activities that have been terminated upon the conclusion of such 30-day period and turn any product(s) of such Covered Activities over to Company in accordance with Company's written instructions, and Sheriff's Office shall continue with the rest of the Covered Activities in accordance herewith. Pavment Upon Suspension or Termination Notwithstanding anything to the contrary contained in this Contract, the Parties hereby agree that Company?s total aggregate liability to Sheriff?s Office under this Contract shall not exceed the amount that is the total amount of costs and expenses reasonably incurred and properly documented by Sheriff?s Office in connection with the Covered Activities up to the date of suspension or termination. Upon suspension or termination of this Contract, Company shall pay Sheriff?s Office the legitimate outstanding reimbursable expenses owed to Sheriff's Office at such time in accordance with this Contract. Sheriff?s Office shall not be entitled to payment for Covered Activities unperformed at the time of suspension or termination of this Contract. Coos County Sheriff?s Of?ce Contract for Reimbursement COS-027 11. 12. 13. 14. 15. 16. Survival Beyond Termination HAII provisions necessarily requiring survival beyond any termination of this Contract, including, but not limited to, those relating to audit, choice of law and confidentiality, shall survive any such termination. CONFIDENTIALITY Sheriff?s Office agrees to keep and maintain strict confidentiality as to all data, information and affairs of Company, its Affiliates, and co?participants which may be revealed to Sheriff?s Office as a result of or in connection with its performance of any Covered Activities or its entry into this Contract, and as to all data collected. analyses made and reports or material prepared by Sheriff's Office in connection herewith. Sheriff?s Office agrees to keep such materials, documents, and information confidential to the extent permitted under applicable law. Sheriff?s Office?s obligations pursuant to this Section 11 shall last for the term of this Contract and for a period of two (2) years after its termination; provided that, with respect to any confidential materials, documents, or information held by Sheriff's Office beyond such period, Sheriff?s Office?s obligations pursuant to this Section 11 shall last for as long as such materials, documents, or information is held. NO LIABILITY FOR CONSEQUENTIAL DAMAGES NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, (I) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CLAIM OR LOSS ARISING OUT OF OR RELATING TO THIS CONTRACT OR ANY CONTRACT ENTERED INTO OR TRANSACTION UNDERTAKEN IN CONNECTION HEREWITH FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT LOSSES OR DAMAGES (COLLECTIVELY, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND (II) EACH PARTY HEREBY WAIVES ANY AND ALL CLAIMS AGAINST AND RELEASES THE OTHER PARTY FROM EXCLUDED PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO LIMIT A OBLIGATIONS WITH RESPECT TO ANY CLAIM, LOSS, OR DAMAGE INCURRED BY A THIRD PARTY (INCLUDING ANY EMPLOYEE, CONTRACTOR, REPRESENTATIVE, OR AGENT THEREOF) THAT CONSTITUTES EXCLUDED LOSSES. INDEPENDENT ENTITY STATUS At all times during the Term, all Persons performing any Covered Activities (including, without limitation, Sheriff?s Office or any agents, permanent or temporary employees, independent third parties or consultants providing services therefor) shall be construed as being independent from Company and (ii) shall not be considered or deemed to be an officer, employee, or agent of Company or any of its Affiliates or customers nor entitled to any employee benefits of Company or any of its Affiliates or customers as a result of or in connection with this Contract, any Confirmation, or otherwise. Notwithstanding anything to the contrary contained herein, this Contract shall not constitute or create any agency, joint venture, partnership or other fiduciary relationship or any fiduciary duty or fiduciary obligation, all of the same being hereby expressly disclaimed and waived. INDEPENDENT LEGAL ADVICE The Parties acknowledge that they have obtained or have had an opportunity to obtain independent legal advice in connection with this Contract and acknowledge the intent to be bound by all of the terms and conditions contained herein, and further that the provisions of this Contract are fair and reasonable. ENTITY REPRESENTATIONS Each of the Parties represents and warrants to the other Party that: it is duly organized and validly existing under the laws of its place of organization; and It has the power to carry on its business and is authorized to enter into this Contract and perform its obligations under this Contract. INDEMNIFICATION To the fullest extent permitted by applicable law, Sheriff?s Office shall protect, defend, indemnify, hold harmless and release Company, its Affiliates, and its and their respective officers, directors, employees, agents, and representatives (the "Indemnified Parties") from and against all losses, claims, demands, costs and other similar liabilities (collectively, ?Losses?) raised by a third party against any member of the Indemnified Parties arising out of or relating to the negligence or willful misconduct of Sheriff's Office, its Affiliates, or its or their directors, officers, employees, managers, agents, contractors, consultants, or representatives (the ?Indemnifying Parties"), or (ii) any personal injury, death, or damage to property by Coos County Sheriff?s Of?ce Contract for Reimbursement 17. 18. 19. any Indemnifying Party, in each case in the performance of the Covered Activities, to the extent any such Losses do not result from the gross negligence or willful misconduct of the Indemnified Parties. GOVERNING WAIVER OF JURY TRIAL This Contract shall be construed and enforced in accordance with, and governed by, the substantive laws of the State of Oregon. exclusive of any conflict of laws principles that could require the application of any other law. SHOULD EITHER PARTY INITIATE ANY PROCEEDINGS REGARDING ANY ASPECT OF THIS CONTRACT, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR OTHER PROCEEDING ARISING OUT OF OR RELATED TO THIS CONTRACT. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY IN ENTERING INTO THIS CONTRACT. AMENDMENTS This Contract and any Confirmation executed pursuant hereto may not be amended or modified except by written agreement signed by each of the Parties. COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together. shall constitute one and the same agreement. [Signature Page Follows] Coos County Sheriff?s Office Contract for Reimbursement COS-027 CONTRACT SIGNATURES THE SIGNATURES SIGNIFY THAT THE PARTIES HAVE READ AND UNDERSTOOD THIS CONTRACT. EXECUTED by authorized representatives of the Parties in duplicate the day and year first written above. DELEGATION OF AUTHORITY FOR OFFICE TO SIGN THIS CONTRACT AND ANY DOCUMENTS CONTEMPLATED HEREBY OR IN CONNECTION INCLUDING ANY EXHIBITS, APPENDICES, ATTACHMENTS, OR AMENDMENTS HERETO: RD OF COMMISSIONERS OF ff: r? I ti hair I 'ssion I y} All/1 {xi/P I bk I65mrr?ssioner Coos County Courthouse Coquille, OR 97423 (541) 396-7535 Lot/s I 15?? Date Companyz' Sheriff?s Office: JORDAN COVE LNG LLC 0003 cou Fy,? By: ?lm- By: {kg/c4 ?ng/LM? Name: km e: ?634%-1 . Title: Title: She?re, H: Date: 23 425 Date: Coos County Sheriffs Of?ce Statement of Covered Activities (Contract for Reimbursement EXHIBIT A FORM OF CONFIRMATION OF COVERED ACTIVITIES This Confirmation of Covered Activities (this "Confirmation?) is entered into on by and between JORDAN COVE LNG LLC, a limited liability company formed under the laws of Delaware ("Company"), and the COOS COUNTY OFFICE. a government law enforcement agency under the laws of Oregon (?Sheriff?s Office"). having been delegated authority to act in all ways as a party to this Contract by Coos County, a political subdivision of the State of Oregon, by and through its Board of Commissioners, hereafter pursuant to that certain Contract for Reimbursement COS-027 effective from the 4th of December 2015 between Company and Sheriff?s Office (the "Contract"). 1. SCOPE OF WORK: [Description of work to be performed by Sheriff's Office] 2. DELIVERABLES [insert scope of work deliverables] 3. LOCATION OF COVERED ACTIVITIES [Insert location where activities will be performed] 4. SCHEDULE [Insert schedule for completion of activities/provision of deliverables] 5. EFFECTIVE DATE [Insert effective date of Confirmation] 6. EXPIRATION DATE [Insert expiration date of Confirmation] or until activities are completed. 7. REPRESENTATIVE Company?s Representative Sheriff?s Office Representative Name: Name: Phone: Phone: Email: Email: Either Party may change its representative by providing notice to the other Party. 8. TERMS AND CONDITIONS The Contract is incorporated herein by reference in its entirety. The scope of work specified herein shall be performed in compliance with the Contract. To the extent of any conflicts between any provision in this Confirmation and the Contract. the Contract shall control. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Contract. 9. OFFICE PERSONNEL [List and/or description of Sheriff?s Office personnel for provision of work] 10. COMPENSATION Compensation under this Confirmation shall not exceed [insert value] USD. Compensation shall be based on [insert unit rates and/or other basis of compensation] 11. REFERENCE DOCUMENTS [Insert titles and document numbers of relevant reference documentation] 12. INVOICING Invoices shall be presented to the Company at the address set forth below for costs that can be documented. Coos County Sheriff?s Of?ce Statement of Covered Activities (Contract for Reimbursement Sheriff?s Office will e-mail a scanned copy of all invoices and credit memos directly to Alternatively, Sheriff?s Office may mail all original invoices and credit memos to the following address: Jordan Cove LNG, LLC Attention: Accounts Payable 5615 Kirby Drive. Suite 500 Houston. Texas 77005 Tel: 713 400 2809 All invoices shall include the following: Confirmation of Covered Activities No.: Scope of Reimbursement: Co. Code: Cost Center/WBS: Account Code: Company: Sheriff?s Office: JORDAN COVE LNG LLC COOS COUNTY OFFICE By: By: Name: Name: Title: Title: Date: Date: Coos County Sheriff?s Of?ce Statement of Covered Activities (Contract for Reimbursement COS-027) EXHIBIT REQUEST FOR ADVANCE PAYMENT FORM RAP: DATE: AMOUNT OF REQU EST: REASON FOR REQUEST: Include detail of work, deliverables and any supports available SCHEDULE OF WORK: ANTICIPATED TIMING OF RECONCILIATION AND PROVISION OF SUPPORTS: Sheriff?s office agrees to provide a reconciliation of actual costs incurred against this advance along with detail support. Any amount not expended will be adjusted on future invoices. The anticipated timing of this is reconciliation is Sheriff?s Office: COOS COUNTY OFFICE By: Name: Title: Date: