CONSTRUCTION AGREEMENT

Construction Agreement

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This Construction Agreement involves

CHENIERE ENERGY INC | CHENIERE CREOLE TRAIL PIPELINE, L.P. | SHEEHAN PIPE LINE CONSTRUCTION COMPANY

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

Search Construction Agreement by:

Construction Agreement (Sheehan)

Exhibit 10.2

EXECUTION COPY

CONSTRUCTION AGREEMENT

for the

ALTERNATE ROUTE 42” SINGLE LINE OPTION CREOLE TRAIL PIPELINE - SEGMENT 3A PROJECT

by and between

CHENIERE CREOLE TRAIL PIPELINE, L.P.

as Owner

and

SHEEHAN PIPE LINE CONSTRUCTION COMPANY

as Contractor

Dated as of the 10th Day of January, 2007

TABLE OF CONTENTS


		Page
ARTICLE 1	DEFINITIONS	1

ARTICLE 2	RELATIONSHIP OF OWNER, CONTRACTOR AND SUBCONTRACTORS	6
2.1	Status of Contractor	6
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	8
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	10
3.14	Responsibility for Property	11
3.15	Used or Salvaged Materials	11
3.16	Compliance with Real Property Interests	11
3.17	Layout	11
3.18	Substitutions	11

ARTICLE 4	OWNER’S RESPONSIBILITIES	11
4.1	Payment	11
4.2	Access to the Site	12
4.3	Owner-Provided Equipment	12

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

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	14
6.3	Estimated Contract Price Adjustment; Contractor Documentation	15
6.4	Change Orders Act as Accord and Satisfaction	15
6.5	Timing Requirements for Notifications and Change Order Requests by Contractor	15
6.6	Adjustment Only Through Change Order	16
6.7	Force Majeure	16
6.8	Delay Caused by Owner or Changes in the Work	16
6.9	Delay	17
6.10	Contractor Obligation to Mitigate Delay	17



ARTICLE 7	CONTRACT PRICE AND PAYMENTS TO CONTRACTOR	17
7.1	Contract Price and Estimated Contract Price	17
7.2	Interim Payments	17
7.3	Final Completion and Final Payment	18
7.4	Payments Not Acceptance of Work	18
7.5	Payments Withheld	18
7.6	Release of Retainage	19

ARTICLE 8	TITLE AND RISK OF LOSS	19
8.1	Title	19
8.2	Risk of Loss	19

ARTICLE 9	INSURANCE AND PAYMENT AND PERFORMANCE BONDS	19
9.1	Insurance	19
9.2	Payment and Performance Bonds	19

ARTICLE 10	DOCUMENTATION	19
10.1	Patents and Royalties	19
10.2	Owner Provided Documents	19

ARTICLE 11	MECHANICAL COMPLETION, SUBSTANTIAL COMPLETION, AND FINAL COMPLETION	20
11.1	Notice and Requirements for Mechanical Completion	20
11.2	Notice and Requirements for Substantial Completion	20
11.3	Punchlist	20
11.4	Notice and Requirements for Final Completion	21
11.5	Partial Occupancy and Use	21
11.6	Long-Term Obligations	21

ARTICLE 12	WARRANTY AND CORRECTION OF WORK	21
12.1	Warranty	21
12.2	Correction of Work Prior to Substantial Completion	22
12.3	Correction of Work After Substantial Completion	22
12.4	Assignability of Warranties	23

ARTICLE 13	GUARANTEE OF TIMELY COMPLETION	23
13.1	Guarantee of Timely Completion	23

ARTICLE 14	CONTRACTOR REPRESENTATIONS	23
14.1	Corporate Standing	23
14.2	No Violation of Law	23
14.3	Licenses	23
14.4	No Breach	23
14.5	Financial Solvency	23
14.6	No Conflicts of Interest	23

ARTICLE 15	DEFAULT, TERMINATION AND SUSPENSION	24
15.1	Default by Contractor	24
15.2	Termination for Convenience by Owner	25
15.3	Suspension of Work	25
15.4	Suspension by Contractor	26
15.5	Termination by Contractor	26

ARTICLE 16	INDEMNITIES	26
16.1	General Indemnification	26
16.2	Lien Indemnification	27
16.3	Attorneys’ Fees	27
16.4	Enforceability	27



ARTICLE 17	DISPUTE RESOLUTION	28
17.1	Negotiation	28
17.2	Arbitration	28
17.3	Continued Performance	29

ARTICLE 18	CONFIDENTIALITY