PRIOR TO
TERMINATION, LESS THAT PORTION OF THE CONTRACT PRICE PREVIOUSLY PAID TO
CONTRACTOR; (II) ACTUAL COSTS REASONABLY INCURRED BY CONTRACTOR ON ACCOUNT OF
SUCH TERMINATION (WHICH COSTS SHALL BE ADEQUATELY DOCUMENTED AND SUPPORTED BY
CONTRACTOR), INCLUDING CANCELLATION CHARGES OWED BY CONTRACTOR TO SUBCONTRACTORS
(PROVIDED THAT OWNER DOES NOT TAKE ASSIGNMENT OF SUCH SUBCONTRACTS) AND COSTS
ASSOCIATED WITH DEMOBILIZATION OF CONTRACTOR'S AND SUBCONTRACTORS' PERSONNEL AND
CONSTRUCTION EQUIPMENT; AND (III) IN RESPECT OF LOSS OF PROFIT, A LUMP SUM EQUAL
TO TEN PERCENT (10%) OF THE CONTRACT PRICE PAID TO CONTRACTOR AS OF THE
EFFECTIVE DATE OF TERMINATION, LESS THE UNAMORTIZED PORTION OF THE ADVANCE
PAYMENT (AS REPRESENTED BY THE REMAINING AMOUNT OF THE PAYMENT LETTER OF CREDIT)
AS OF THE EFFECTIVE DATE OF TERMINATION; PROVIDED, HOWEVER, CONTRACTOR SHALL NOT
BE ENTITLED TO SUCH LOSS OF PROFIT IF (A) IN ACCORDANCE WITH SECTION 16.7, AN
EVENT OF FORCE MAJEURE HAS CAUSED SUSPENSION OF THE PROJECT FOR AT LEAST ONE
HUNDRED AND EIGHTY (180) CONSECUTIVE DAYS; (B) FERC AUTHORIZATION HAS NOT BEEN
ISSUED BY DECEMBER 31, 2005 ON TERMS ACCEPTABLE TO OWNER; OR (C) OWNER HAS NOT
OBTAINED PROJECT FINANCING ON OR BEFORE DECEMBER 31, 2005.
IF NO WORK HAS BEEN
77
PERFORMED BY CONTRACTOR AT THE TIME OF TERMINATION, CONTRACTOR SHALL BE PAID THE
SUM OF ONE HUNDRED U.S. DOLLARS (U.S.$100) FOR ITS UNDERTAKING TO PERFORM.
16.3
SUSPENSION OF WORK.
OWNER MAY, FOR ANY REASON,
AT ANY TIME AND FROM TIME TO TIME, BY GIVING THIRTY (30) DAYS' PRIOR WRITTEN
NOTICE TO CONTRACTOR, SUSPEND THE CARRYING OUT OF THE WORK OR ANY PART THEREOF,
WHEREUPON CONTRACTOR SHALL SUSPEND THE CARRYING OUT OF SUCH SUSPENDED WORK FOR
SUCH TIME OR TIMES AS OWNER MAY REQUIRE AND SHALL TAKE REASONABLE STEPS TO
MINIMIZE ANY COSTS ASSOCIATED WITH SUCH SUSPENSION.
DURING ANY SUCH SUSPENSION,
CONTRACTOR SHALL PROPERLY PROTECT AND SECURE SUCH SUSPENDED WORK IN SUCH MANNER
AS OWNER MAY REASONABLY REQUIRE.
UNLESS OTHERWISE INSTRUCTED BY OWNER,
CONTRACTOR SHALL DURING ANY SUCH SUSPENSION MAINTAIN ITS STAFF AND LABOR ON OR
NEAR THE SITE AND OTHERWISE BE READY TO PROCEED EXPEDITIOUSLY WITH THE WORK AS
SOON AS REASONABLY PRACTICABLE AFTER RECEIPT OF OWNER'S FURTHER INSTRUCTIONS.
EXCEPT WHERE SUCH SUSPENSION ORDERED BY OWNER IS THE RESULT OF OR DUE TO THE
FAULT OR NEGLIGENCE OF CONTRACTOR OR ANY SUBCONTRACTOR OR SUB-SUBCONTRACTOR,
CONTRACTOR SHALL BE ENTITLED TO A CHANGE ORDER TO RECOVER THE REASONABLE COSTS
OF SUCH SUSPENSION, INCLUDING DEMOBILIZATION AND REMOBILIZATION COSTS, IF
NECESSARY, AND A TIME EXTENSION TO THE PROJECT SCHEDULE IF AND TO THE EXTENT
PERMITTED UNDER SECTION 6.9.
AS SOON AS REASONABLY PRACTICABLE AFTER RECEIPT OF
NOTICE TO RESUME SUSPENDED WORK, CONTRACTOR SHALL PROMPTLY RESUME PERFORMANCE OF
THE WORK TO THE EXTENT REQUIRED IN THE NOTICE.
IN NO EVENT SHALL CONTRACTOR BE
ENTITLED TO ANY ADDITIONAL PROFITS OR DAMAGES DUE TO SUCH SUSPENSION.
IN THE
EVENT THAT OWNER SUSPENDS ALL OF THE WORK AND SUCH SUSPENSION (I) CONTINUES FOR
AN INDIVIDUAL PERIOD EXCEEDING NINETY (90) CONSECUTIVE DAYS, OR (II) IN THE
EVENT THAT