MEMORANDUM OF AGREEMENT

 

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                                                                   EXHIBIT 10.30

 

Memorandum Of Agreement rev 6

 

                             MEMORANDUM OF AGREEMENT

 

                 For the Complete Design and Installation of the

 

                                  FIT-OUT WORKS

 

                     FOR AMI SEMICONDUCTOR PHILIPPINES, INC

 

KNOW ALL MEN THESE PRESENTS:

 

      This MEMORANDUM OF AGREEMENT (hereinafter referred to for brevity as "THE

AGREEMENT") made and entered into this 13th day of January, 2005 in Makati City,

Metro Manila, between and among-

 

            AMI SEMICONDUCTOR PHILIPPINES, INC, a registered Export Enterprise

            organized and existing under Philippine Law with offices at 9701 Dr.

            A. Santos Ave., Paranaque City MM Philippines 1700 represented

            herein by its Executive Director for Finance, MR. WILFREDO F.

            FRANCO, hereinafter referred to for brevity as the "AMIS";

 

                                      -and-

 

            ILO LAND, INC., a Philippine Economic Zone Authority registered

            Facility Enterprise duly organized and existing under Philippine law

            with offices at 3rd Floor ILO Building 196 G. Araneta Avenue, Quezon

            City represented herein by its Chairman MR. IGNACIO L. ONG,

            hereinafter referred to as "ILO";

 

                                      -and-

 

            TAKASAGO PHILIPPINES, INC, a corporation duly organized and existing

            under Philippine law with offices at 4TH Floor Raha Sulayman Bldg.

            108 Benavidez St. Legaspi Village Makati City 1229 Metro

 

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Memorandum Of Agreement rev 6

 

            Manila Philippines represented herein by its Sr. Vice President and

            General Manager MR. TOSHIMITSU KATO, hereinafter referred t for

            brevity as the "CONTRACTOR";

 

                                 WINESSETH: That

 

      WHEREAS, AMIS, in collaboration with the domestic corporation ILO, desires

to put up and construct a NEW CLEAN ROOM FACILITY AND SUPPORTING BUILDINGS

(referred to as the FIT- OUT WORKS) with total floor areas of 12,620sqm, more or

less, (Annex "F"), located at LAND PLOT LOT NOS. C3 10 AND C2 AT CARMELRAY

INDUSTRIAL PARK II, SEZ, LAGUNA PHILIPPINES, (hereafter the "Premises") which

are be leased to AMIS by ILO pursuant to a written agreement between AMIS and

ILO.

 

      WHEREAS, AMIS and ILO desire to have the complete installation of the

FIT-OUT WORKS on the Premises;

 

      WHEREAS, ILO and the CONTRACTOR hereby agree that AMIS is a party in

interest in this agreement and, therefore, is hereby given any and all necessary

legal standing and right to enforce the terms of this AGREEMENT.

 

      WHEREAS, the CONTRACTOR has presented and warranted itself as capable,

competent, duly licensed and that it possesses the needed expertise, manpower,

equipment and machineries required to construct the FIT-OUT WORKS and has

offered its services to install and complete the FIT-OUT WORKS;

 

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Memorandum Of Agreement rev 6

 

      WHEREAS, on the basis of the foregoing representation and warranty of the

CONTRACTOR, AMIS and ILO have accepted the offer of the CONTRATOR to undertake

the aforesaid FIT-OUT WORKS; NOW, THEREFORE, in view of the foregoing premises,

the parties hereto agree to execute this AGREEMENT for the complete construction

and completion of the FIT-OUT WORKS under the following terms and conditions:

 

ARTICLE 1. CONTRACT PRICE; TERMS OF PAYMENT

 

      1.01 The Contract Price.

 

            The CONTRACTOR agrees to perform the design, procurement,

installation and completion of the FIT-OUT WORKS according to the plans and

specifications in annexes "B" and "C" hereto and the remedying of any defects

therein either as to workmanship or quality of materials, for the sum of no more

than UNITED STATES DOLLAR: FIVE MILLION NINE HUNDRED THOUSAND ONLY (USD

5,900,000). The CONTRACTOR shall make best efforts to reduce the total cost

below this amount and will diligently work with AMIS and ILO to achieve such

reduction. The parties agree that, as between ILO and AMIS, AMIS shall be the

sole focal point for the CONTRACTOR in all matters relating to the design,

procurement, installation and completion of the FIT-OUT WORKS and the remedying

of any defects therein.

 

      1.02  ILO shall pay the cost of the FIT-OUT WORKS up to FIVE MILLION

            UNITED STATES DOLLARS (USD 5,000,000) only pursuant to the terms of

            Section 1.04 below.

 

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Memorandum Of Agreement rev 6

 

      1.03  AMIS shall pay up to a maximum amount of NINE HUNCRED THOUSAND

            UNIITED STATES DOLLARS (USD 900,000) PURSUANT to the terms of

            Sections 1.04 and 3.3 below.

 

      1.04  The CONTRACTOR shall be paid as follows,

 

            (a)   A down payment of USD 300,000 by AMIS upon ordering by

                  CONTRACTOR of certain equipment to be owned by AMIS, as

                  outlined in annex "D" hereof.

 

            (b)   Payment by AMIS upon delivery on the construction site of

                  certain equipment to be owned by AMIS, as outlined in annex

                  "D", of up to USD 600,000.

 

            (c)   A down payment of USD 1,500,000 by ILO upon signing of this

                  Agreement.

 

            (d)   The remaining USD 3,500,000 of the CONTRACT PRICE shall be

                  paid by ILO, only after receipt of written approval by AMIS,

                  as follows:

 

                              Upon completion by CONTRACTOR of the first 1000sqm

clean room in accordance with the specifications set forth in Annex "B" and

Annex "C" hereto and written acceptance thereof by AMIS: USD 1,000,000

 

                              Upon completion by CONTRACTOR of the next 1000sqm

clean room in accordance with the specifications set forth in Annex "B" and

Annex "C" hereto and written acceptance thereof by AMIS: USD 750,000

 

                              Upon finishing of all clean room facilities in

accordance with the specifications set forth in Annex "B" and Annex "C" hereto

and written (provisional acceptance by AMIS): USD 750,000

 

                              Upon final written acceptance by AMIS of the

OUT WORKS         :           FIT- USD 500,000

 

         RETENTION            Six (6) months after Final Acceptance : USD

                              500,000

 

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ARTICLE 2. TIME COMPLETION

 

2.01 Time of Completion for the FIT-OUT WORKS.

 

      The FIT-OUT WORKS called for under this AGREEMENT must be completed with

the requisite permit within six months (6) months counted from date of signature

of this contract.

 

2.02 The CONTRACTOR hereby agrees to complete, according to the specifications

set forth in Annex "B" and Annex "C", deliver and hand-over the priority area of

1,000 sqm of Class 10K clean room to AMIS on or before April 15, 2005 and an

additional 1,000 sqm of 10K clean room by May 15, 2005.

 

2.03 In order to achieve the deadlines set forth in 2.02, the CONTRACTOR may

need to charge for additional labor and local delivery expedite cost. AMIS

accepts to pay such cost up to a limit of USD 50,000 upon justification once the

deadline was achieved. Furthermore, the CONTRACTOR shall provide, within one

week after contract signature, the full list of needed equipment with their

required on-site dates and the current estimated availability dates.

Representatives from the CONTRACTOR and AMIS will have weekly meetings to update

this list and jointly decide which equipment needs to be expedited. Resulting

expedite costs, if agreed to in writing by AMIS, shall be reimbursed by AMIS to

the CONTRACTOR.

 

2.04 The CONTRACTOR shall pay a penalty of 0.1% of the total CONTRACT PRICE for

every day delay compared to the timing defined in 2.01 and 2.02, which

amount(s), if any, may be deducted by AMIS from the amounts owed to CONTRACTOR

hereunder. A two weeks grace period will apply, during which no penalty will be

charged. If the delay exceeds the grace period, then the full penalty will be

charged, starting from the original deadline date. The maximum penalty shall not

exceed five percent (5%) of the CONTRACT PRICE.

 

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Memorandum Of Agreement rev 6

 

ARTICLE 3. SCOPE OF WORKS

 

      3.1 The CONTRACTOR shall construct, build and complete the FIT-OUT WORKS

strictly in accordance with the approved plans, drawings and specifications set

out in Annex "B" and Annex "C" and with the Quotation # 165-04-R4C1 and 2 in

Annex "E".

 

      3.2 The CONTRACTOR shall provide all labor, supplies, equipment and needed

materials for the FIT-OUT WORKS.

 

      3.3 AMIS shall review and approve the construction plan, drawings and

specifications before the start of the work. Any changes from the approved plan

and Specifications will be documented in a written amendment to this agreement

and/or The applicable ANNEX, which amendment shall include any required

adjustment to The Contract Price and/or schedules and shall be signed by both

parties.

 

ARTICLE 4. PURCHASE AGREEMENT OF IMPORTED EQUIPMENT.

 

4.1 It is hereby understood and agreed by the parties that all imported

equipment needed by the work, as defined in Annex "D", shall be imported by AMIS

or ILO.

 

4.2 It is also hereby understood and agreed by THE PARTIES that AMIS and ILO

will help in the procurement and release from Manila port of these equipment.

This AGREEMENT also authorizes the CONTRACTOR, to buy at cost for AMIS or ILO

all the imported equipment as indicated in Annex D. CONTRACTOR shall complete

all acts necessary to ensure that title to such equipment is in the name of AMIS

OR ILO. Should AMIS OR ILO need assistance from CONTRACTOR in

 

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Memorandum Of Agreement rev 6

 

perfecting its title to the equipment, CONTRACTOR will promptly do all acts

helpful or necessary without charge. CONTRACTOR shall be solely responsible for

payment of the purchase price for all such equipment, WITH AMIS AND ILO being

responsible only for paying the amounts set forth in Section 1.04 of this

agreement.

 

ARTICLE 5. GUARANTEE AFTER COMPLETION

 

5.01 The CONTRACTOR shall guarantee all FIT-OUT WORKS including all equipments

supplied by the CONTRACTOR, upon their completion until one (1) year from the

date of final acceptance of the project by AMIS. The defects within the

CONTRACTOR'S scope of works within said guarantee period shall be replaced and

made good by the CONTRACTOR at its own expense. However, defects caused by wear

and tear, intentional or accidental breakage shall not be included in this

guarantee.

 

      However, nothing in this Article shall in any way affect or relieve the

CONTRACTOR of its responsibility to the correctness and stability of the entire

FIT-OUT WORKS.

 

ARTICLE 6. EFFECTIVITY OF THE CONTRACT

 

6.1 Conditions Precedent.

 

The effectivity of this AGREEMENT shall be subject to the fulfillment of the

following conditions precedent to the satisfaction of AMIS and ILO:

 

            (a)   the execution and delivery of this AGREEMENT by the parties;

 

            (b)   the submission by the CONTRACTOR to and the acceptance by the

                  AMIS and ILO of proof that the CONTRACTOR has taken all

                  corporate and/or legal action which may be required and/or