ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT

Engineering Procurement and Construction Contract

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Title: ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT
Governing Law: Idaho Date: 2/15/2006

Filed by Automated Filing Services Inc. (604) 609-0244 - U.S. Geothermal Inc. - Exhibit 10.28

EXECUTION COPY

ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT

Between

US Geothermal, Inc.

And

Ormat Nevada, Inc.

Dated as of December 5, 2005

CONFIDENTIAL

EXECUTION COPY

CONTENTS

ARTICLE 1.		DEFINITIONS, INTERPRETATION AND CONTRACT DOCUMENTS	1

	1.1	Definitions	1

	1.2	Interpretation	9

	1.3	Documents Included	9

ARTICLE 2.		CONTRACTOR RESPONSIBILITIES	11

	2.1	General Responsibilities	11

	2.2	Specific Responsibilities	11

	2.3	Contractor’s Personnel and Labor Relations	12

	2.4	Representations and Warranties of Contractor	13

	2.5	Use of Spare Parts	14

ARTICLE 3.		COMPANY RESPONSIBILITIES	14

	3.1	General Responsibilities	14

	3.2	Company’s Representative	15

	3.3	Representations and Warranties of Company	15

	3.4	Sale of Project	16

	3.5	Future Projects	16

ARTICLE 4.		COMMENCEMENT OF WORK	17

	4.1	Notice to Proceed	17

	4.2	Commencement	17

	4.3	Substantial Completion	17

	4.4	Substantial Completion Certificate	18

	4.5	Deemed Substantial Completion	18

	4.6	Delay Liquidated Damages and Bonus	18

	4.7	Final Completion	19

	4.8	Final Completion Certificate	19

	4.9	Punchlist	20

	4.10	Failure to Achieve Final Completion by the Guaranteed Final Completion Date	20

EXECUTION COPY

ARTICLE 5.		COMPENSATION AND PAYMENT	21

	5.1	Contract Price	21

	5.2	Payment Milestones	22

	5.3	Payment	22

	5.4	Final Completion Payment for the Facility	23

	5.5	Payments Not Acceptance of Work	23

	5.6	Payment of Subcontractor	23

	5.7	Waiver of Liens	23

	5.8	Interest	24

	5.9	Security Interest	24

ARTICLE 6.		TESTING	24

	6.1	General	24

	6.2	Test Procedures	24

	6.3	Notice of Testing	24

	6.4	Delayed Tests; Deemed Completion	25

	6.5	Facilities	26

	6.6	Repeat Performance Tests	26

	6.7	Certification or Disagreement as to Test Results	26

ARTICLE 7.		INTENTIONALLY OMITTED	26

ARTICLE 8.		CONSTRUCTION SUSPENSION AND ACCELERATION; CHANGE ORDER	26

	8.1	Construction Suspension and Acceleration	26

	8.2	Change Orders	27

	8.3	Procedure for Change Orders	27

	8.4	Change Orders Due to Contractor Error	28

	8.5	Change Orders Due to Changes in Law	28

	8.6	Effect of Force Majeure; Excused Performance	28

	8.7	Company-Caused Changes	30

	8.8	Price Change	30

	8.9	Effectiveness; Continued Performance Pending Resolution of Disputes	31

	8.10	Documentation	31

EXECUTION COPY

	8.11	Continue Work	32

	8.12	Critical Path Schedule Updates	32

	8.13	Change Order Constitutes Complete Relief	32

	8.14	Effect of Changes on Warranties and Safety	32

ARTICLE 9.		DESIGN AND DOCUMENTATION	33

	9.1	Ownership of and Responsibility for Design	33

	9.2	Inspection of Work	33

	9.3	As-Built Drawings	33

	9.4	License to Use	33

	9.5	Use of Documents After Termination	34

	9.6	O&M Manual	34
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