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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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Memorandum Of Agreement rev 6
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
