CONSTRUCTION AGREEMENT

Construction Agreement

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This Construction Agreement involves

CHENIERE ENERGY INC | SUNLAND CONSTRUCTION, INC

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Title: CONSTRUCTION AGREEMENT
Governing Law: Texas Date: 1/11/2007
Industry: OILPRD Sector: ENERGY

Search Construction Agreement by:

Construction Agreement (Sunland)

Exhibit 10.1

EXECUTION COPY

CONSTRUCTION AGREEMENT

for the

CREOLE TRAIL PIPELINE - SEGMENT 2 PROJECT

ALTERNATE ROUTE SINGLE LINE OPTION

by and between

CHENIERE CREOLE TRAIL PIPELINE, L.P.

as Owner

and

SUNLAND CONSTRUCTION, INC.

as Contractor

Dated as of the 5th Day of January, 2007

TABLE OF CONTENTS


ARTICLE 1	DEFINITIONS	1

ARTICLE 2	RELATIONSHIP OF OWNER, CONTRACTOR AND SUBCONTRACTORS	7
2.1	Status of Contractor	7
2.2	Key Personnel	7
2.3	Subcontractors and Sub-subcontractors	7
2.4	Subcontracts and Sub-subcontracts	7
2.5	Contractor Investigations of the Site and Differing Site Conditions	7

ARTICLE 3	CONTRACTOR’S RESPONSIBILITIES	8
3.1	Scope of Work	8
3.2	Specific Obligations	8
3.3	Contractor’s Tools and Construction Equipment	8
3.4	Employment of Personnel	9
3.5	Clean-up	9
3.6	Safety and Security	9
3.7	Emergencies	9
3.8	Books, Records and Audits.	9
3.9	Temporary Utilities, Roads, Facilities and Storage	10
3.10	Hazardous Materials	10
3.11	Reports and Meetings	10
3.12	Title to Materials Found	10
3.13	Cooperation with Others	11
3.14	Responsibility for Property	11
3.15	Used or Salvaged Materials	11
3.16	Compliance with Real Property Interests	11
3.17	Review of Shop Drawings	11
3.18	Layout	11
3.19	Substitutions	12

ARTICLE 4	OWNER’S RESPONSIBILITIES	12
4.1	Payment	12
4.2	Access to the Site	12
4.3	Owner-Provided Equipment	12
4.4	Engineering	12
4.5	Permits	12

ARTICLE 5	COMMENCEMENT OF WORK, PROJECT SCHEDULE, AND SCHEDULING OBLIGATIONS	12
5.1	Commencement of Work at the Site	12
5.2	Project Schedule	12
5.3	CPM Schedule	13
5.4	Recovery and Recovery Schedule	13
5.5	Acceleration and Acceleration Schedule	14

ARTICLE 6	CHANGES; FORCE MAJEURE; AND OWNER-CAUSED DELAY	14
6.1	Change Orders Requested by Owner	14
6.2	Change Orders Requested by Contractor	15
6.3	Estimated Contract Price Adjustment; Contractor Documentation	16
6.4	Change Orders Act as Accord and Satisfaction	16
6.5	Timing Requirements for Notifications and Change Order Requests by Contractor	16
6.6	Adjustment Only Through Change Order	17
6.7	Force Majeure	17
6.8	Delay Caused by Owner or Delay Caused by Changes in the Work	18
6.9	Delay	18


6.10	Contractor Obligation to Mitigate Delay	18

ARTICLE 7	CONTRACT PRICE AND PAYMENTS TO CONTRACTOR	18
7.1	Contract Price and Estimated Contract Price	18
7.2	Interim Payments	18
7.3	Final Completion and Final Payment	19
7.4	Payments Not Acceptance of Work	19
7.5	Payments Withheld	19
7.6	Release of Retainage	19

ARTICLE 8	TITLE AND RISK OF LOSS	20
8.1	Title	20
8.2	Risk of Loss	20

ARTICLE 9	INSURANCE AND PAYMENT AND PERFORMANCE BONDS	20
9.1	Insurance	20
9.2	Payment and Performance Bonds	20

ARTICLE 10	DOCUMENTATION	20
10.1	Patents and Royalties	20
10.2	Owner Provided Documents	20

ARTICLE 11	MECHANICAL COMPLETION, SUBSTANTIAL COMPLETION, AND FINAL COMPLETION	21
11.1	Notice and Requirements for Mechanical Completion	21
11.2	Notice and Requirements for Substantial Completion	21
11.3	Punchlist	21
11.4	Notice and Requirements for Final Completion	22
11.5	Partial Occupancy and Use	22
11.6	Long-Term Obligations	22

ARTICLE 12	WARRANTY AND CORRECTION OF WORK	22
12.1	Warranty	22
12.2	Correction of Work Prior to Substantial Completion	23
12.3	Correction of Work After Substantial Completion	23
12.4	Assignability of Warranties	24

ARTICLE 13	TIMELY COMPLETION	24
13.1	Timely Completion	24

ARTICLE 14	CONTRACTOR REPRESENTATIONS	24
14.1	Corporate Standing	24
14.2	No Violation of Law	24
14.3	Licenses	24
14.4	No Breach	24
14.5	Financial Solvency	24
14.6	No Conflicts of Interest	24

ARTICLE 15	DEFAULT, TERMINATION AND SUSPENSION	25
15.1	Default by Contractor	25
15.2	Termination for Convenience by Owner	26
15.3	Suspension of Work	26
15.4	Suspension by Contractor	27
15.5	Termination by Contractor	27

ARTICLE 16	INDEMNITIES	27
16.1	General Indemnification	27
16.2	Lien Indemnification	28


16.3	Attorneys’ Fees	28
16.4	Enforceability	28

ARTICLE 17	DISPUTE RESOLUTION	29
17.1	Negotiation	29
17.2	Arbitration	29
17.3	Continued Performance	30

ARTICLE 18	CONFIDENTIALITY	30
18.1	Contractor’s Obligations	30
18.2	Exceptions	30
18.3	Equitable Relief	30
18.4	Term	30
18.5	Disclosure and Filings	31

ARTICLE 19	MISCELLANEOUS PROVISIONS	31
19.1	Entire Agreement