ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES AGREEMENT

Engineering Procurement and Construction Contract

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This Engineering Procurement and Construction Contract involves

CHENIERE ENERGY INC | CORPUS CHRISTI LNG, LLC | LA QUINTA LNG PARTNERS, LP

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Title: ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES AGREEMENT
Governing Law: Texas Date: 5/5/2006
Industry: OILPRD Sector: ENERGY

Search Engineering Procurement and Construction Contract by:

Engineering, Procurement and Construction Agreement for Preliminary Work

Exhibit 10.3

Execution Copy

ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES AGREEMENT

for

PRELIMINARY WORK

for the

CORPUS CHRISTI LNG RECEIVING,

STORAGE AND REGASIFICATION TERMINAL

by and between

CORPUS CHRISTI LNG, LLC

as Owner

and

LA QUINTA LNG PARTNERS, LP

as Contractor

Dated as of the 13th Day of April, 2006

TABLE OF CONTENTS


RECITALS		1

ARTICLE 1	DEFINITIONS	1

ARTICLE 2	RELATIONSHIP OF OWNER, CONTRACTOR AND SUBCONTRACTORS	9
2.1	Status of Contractor	9
2.2	Key Personnel, Organization Chart and Contractor Representative	9
2.3	Subcontractors	10
2.4	Subcontracts	10

ARTICLE 3	CONTRACTOR’S RESPONSIBILITIES	12
3.1	Scope of Work	12
3.2	Applicable Law	12
3.3	Changes in Applicable Codes and Standards Not Constituting a Change in Law	13
3.4	Design and Engineering Work	13
3.5	Environmental Regulations and Environmental Compliance	14
3.6	Construction Equipment	14
3.7	Employment of Personnel	14
3.8	Clean-Up	15
3.9	HSE Plan; Security	15
3.10	Emergencies	16
3.11	Contractor Permits	16
3.12	Assistance with Owner Permits	16
3.13	Books, Records and Audits	17
3.14	Tax Accounting and Auditing	17
3.15	Temporary Utilities, Roads, Facilities and Storage	17
3.16	Reports	18
3.17	Payment	18
3.18	Commercial Activities	18
3.19	Title to Materials Found	18
3.20	Survey Control Points and Layout	19
3.21	Cooperation with Others	19
3.22	Responsibility for Property	19
3.23	Equipment Quality	19
3.24	Excusable Delay	20
3.25	Nondiscrimination	20
3.26	Rights of Way and Easement Agreements	20

ARTICLE 4	OWNER’S RESPONSIBILITIES	20
4.1	Payments	20
4.2	Owner Permits	20
4.3	Access to the Site	20
4.4	Sales and Use Tax Matters	21

- i -


4.5	Legal Description and Survey	23
4.6	Owner-Provided Items	23
4.7	Excusable Delay	23
4.8	Personal and Real Property Taxes	23
4.9	Waivers of Consequential Damages from Landowners	23

ARTICLE 5	COMMENCEMENT OF WORK AND SCHEDULING OBLIGATIONS	23
5.1	Commencement of Work	23
5.2	Work Order No. 1	23
5.3	Work Schedules	24

ARTICLE 6	CHANGES AND CHANGE ORDERS	24
6.1	Changes	24
6.2	Adjustment Only Through Change Order	24

ARTICLE 7	COMPENSATION	24

ARTICLE 8	INVOICING AND PAYMENTS TO CONTRACTOR	24
8.1	Initial Payment	24
8.2	Subsequent Invoices for Progress Payments	24
8.3	Form and Content of Invoices	25
8.4	Cost of Work Estimate	26
8.5	Review and Payment by Owner	27
8.6	Progress Reports	27
8.7	Interim Lien and Claim Waivers	27
8.8	Final Payment	28
8.9	Payments During Default	28
8.10	Payments Not Acceptance of Work	28
8.11	Payments Withheld	28
8.12	Interest on Late Payments and Improper Collection	29
8.13	Offset	29
8.14	Payment Error	29
8.15	Reconciliation or True-Up of Payments	30

ARTICLE 9	TITLE AND RISK OF LOSS	30
9.1	Clear Title	30
9.2	Title to Work	30
9.3	Risk of Loss	30

ARTICLE 10	INSURANCE	31
10.1	Provision of Insurance	31
10.2	No Cancellation	31
10.3	Obligations Not Relieved	31
10.4	Failure to Provide Insurance	31
10.5	Unavailable Insurance	31

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ARTICLE 11	OWNERSHIP OF DOCUMENTATION	32
11.1	Work Product, Contractor’s Intellectual Property and Third Party Proprietary Work Product	32
11.2	Return of Work Product	33
11.3	Contractor’s Right to Use of Work Product	34
11.4	Owner Provided Documents	34

ARTICLE 12	WARRANTY AND CORRECTION OF WORK	34
12.1	Warranty	34
12.2	Defective Work	35
12.3	Extended Defect Correction Period for Corrective Work	35
12.4	Standards for Corrective Work	35
12.5	Assignability of Warranties	36
12.6	Waiver of Implied Warranties	36

ARTICLE 13	CONTRACTOR’S REPRESENTATIONS	36
13.1	Corporate Standing	36
13.2	No Violation of Law; Litigation	36
13.3	Licenses	36
13.4	No Breach	36
13.5	Corporate Action	37
13.6	Financial Solvency	37

ARTICLE 14	OWNER’S REPRESENTATIONS	37
14.1	Standing	37
14.2	No Violation of Law; Litigation	37
14.3	Licenses	37
14.4	No Breach	37
14.5	Corporate Action	38
14.6	Ability to Pay	38

ARTICLE 15	DEFAULT, TERMINATION AND SUSPENSION	38
15.1