R-81-07RESOLUTION NO. 0 -81 -07 r
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF
A MEMORANDUM OF INTENT BY AND AMONG THE VILLAGE OF DEERFIELD, LAKE
AND COOK COUNTIES, ILLINOIS, TERADYNE CENTRAL, INC., A DELAWARE
CORPORATION, AND TERADYNE, INC., A MASSACHUSETTS CORPORATION,
CONCERNING THE ISSUANCE BY SAID VILLAGE OF INDUSTRIAL REVENUE BONDS
WHEREAS, the Village of Deerfield, Lake and Cook Counties, Illinois (the
"Village ") recognizes that it is necessary to encourage the economic develop-
ment of the Village. by endeavoring to provide permanent opportunities for
employment; and
WHEREAS, the Village is a Home Rule Unit of Government and is authorized
under the provisions of Article VII, Section 6 of the 1970 Illinois Constitu-
tion and the provisions of Ordinance No. 0- 81 -26, duly adopted by the Presi-
dent and Board of Trustees of the Village on April 6, 1981 and constituting
Article 7 of Chapter 9 of the Municipal Code of Deerfield of 1975 (the
"Enabling Ordinance "), to acquire, construct and finance development projects
to lease, sell or finance the same to or for any person, and to provide for
the issuance of industrial revenue bonds in conjunction therewith; and
WHEREAS, the Village, in order to encourage the economic development of
the Village pursuant to its powers under the Enabling Ordinance and in further-
ance thereof to induce Teradyne Central, Inc., a Delaware corporation (the
"Company ") to locate a facility for the manufacture of electronic testing
equipment, and related activities including all necessary land, buildings and
equipment (collectively the "Project "), within the corporate limits of the
Village, has indicated its intent to issue its industrial revenue bonds under
and pursuant to the provisions of the Enabling Ordinance and to apply the
proceeds therefrom to the payment of the costs of acquiring, constructing and
equipping the Project and to lease, sell or finance the Project to or for the
Company; and
WHEREAS, the Company is a wholly -owned subsidiary. of Teradyne, Inc., a
Massachusetts corporation (the "Guarantor "), which intends to guaranty the
prompt payment of principal, premium, if any, and interest on the industrial
revenue bonds; and
WHEREAS, the Company, after considering a number of possible locations
within and outside of the State of Illinois, and in reliance upon the intent
of the Village to finance the acquisition, construction and equipping of the
Project through the issuance of its industrial revenue bonds under the provi-
sions of the Enabling Ordinance, has determined to locate the Project within
the corporate limits of the Village; and
WHEREAS, it is now deemed advisable to authorize the execution and delivery
by the Village of a Memorandum of Intent expressing formally and in writing
the understanding. heretofore informally agreed upon by the Village, the
Guarantor and the Company:
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NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
:THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, AS FOLLOWS:
SECTION The Village President is hereby authorized and directed to
ONE: execute a Memorandum of Intent by and among the Village, the
Guarantor and the Company, and the Village Clerk is hereby
- authorized and directed to affix the seal of the Village thereto and to attest
the same; and the Village President and Village Clerk are hereby authorized
and directed to cause said Memorandum of Intent to be delivered to, accepted
and executed by the Company and the Guarantor, said Memorandum of .Intent,
which is hereby approved and incorporated by reference and made a part of this
-- authorizing resolution, to be in substantially the form attached .hereto as
.Exhibit A.
SECTION All resolutions and orders, or parts thereof, in conflict with
TWO: the provisions of this resolution, are, to the extent of such
conflict, hereby repealed and.this resolution shall be in imme-
diate effect from and after its adoption.
AYES: Ehlers, Heisler, Marty, Seidman, Swanson, York (6)
NAYS: None (0)
ABSENT: None (0)
PASSED this 15th day of June A.D., 1981.
APPROVED this 15th day of June A.D., 1981.
VI GE PRESID Jr _.
ATTEST:
1
l
r EXHIBIT A
MEMORANDUM OF INTENT
THIS MEMORANDUM OF INTENT, made and entered into this
15th day of June 1981, by.and among the VILLAGE OF DEERFIELD,
a home rule municipality in Lake and Cook Counties, Illinois (the
"Village "), TERADYNE CENTRAL, INC., a Delaware corporation (the
"Company "), and TERADYNE, INC., a Massachusetts corporation (the
' .'Guarantor ") ;
W I T N E S S E T H:
WHEREAS, the Village is authorized under the provisions
of Article VII, Section 6 of the 1970 Illinois Constitution and
the provisions of Ordinance No. 0- 81 -26, duly adopted by the
President and Board of Trustees of the Village on April 6, 1981
and constituting Article 7 of Chapter 9 of the Municipal Code of
Deerfield, 1975 (the "Enabling Ordinance "), to acquire, construct
and finance development projects, to lease, sell or finance the
same to or for any person, and to provide for the issuance of
industrial revenue bonds in conjunction therewith; and
WHEREAS, the Village, in order to encourage the economic
development of the Village pursuant to its powers under the
Enabling Ordinance and in furtherance thereof to induce the
.Company to locate a facility for the manufacture of electronic
testing equipment and related activities,.including all necessary
land, buildings and equipment (collectively the. "Project "),
-within the corporate, limits of the Village, has indicated its
F
intent to issue As industrial revenue bondsl under and pursuant
to the provisions of the Enabling Ordinance and to apply the
proceeds therefrom to the payment of the cost of acquiring,
constructing and equipping the Project and the Company and the
Guarantor have filed an Application dated as of May 1, 1981 (the
"Application ") with the Village pursuant to the requirements of
the Enabling Ordinance; and
WHEREAS, the Company, after considering a number of
possible locations within and outside the State of Illinois, and
in reliance upon the intent of the Village to finance the cost of
the acquisition, construction and equipping of the Project through
the issuance of its industrial revenue bonds under the provisions
of the Enabling Ordinance, has determined to locate the Project
within the corporate limits of the Village; and
WHEREAS, the Company is a wholly -owned subsidiary of
the Guarantor which has determined to guaranty the prompt payment
of principal, premium, if any, and interest on the industrial
revenue bonds; and
WHEREAS, it is now deemed advisable to express formally
-and in writing the understanding heretofore informally discussed
by the parties hereto:
NOW, THEREFORE, in consideration of the premises and.of
=the mutual undertakings herein expressed, the parties hereto
recognize and intend as follows:
A. The Village represents and intends:
1. That the Village is authorized by the provisions
of the Enabling Ordinance to finance the acquisition, construc-
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tion and equipping
paying the•cost of
including expenses
aforesaid to issue
the income and revs
of the Project and [or the purpose of
such acquisition, construction and equipping,
incidental thereto, is authorized as
its industrial revenue bonds payable from
anues derived by the Village from.the
Project.
2. That the Village intends, subject in all respects
to the provisions and requirements of the Enabling Ordinance
and to a sale of its industrial revenue bonds on terms
satisfactory to the Company, to.use its best efforts to
authorize, issue, sell and deliver its industrial revenue
bonds, to be issued in one or more series in an aggregate
principal amount not to exceed $10,000,000 (the exact princi-
pal amount to be fixed by an ordinance of the Village at a
later date and agreed to by the Company, but not to exceed
the cost of the Project and expenses.incidental thereto as
estimated at -the time of issuance of the industrial revenue
bonds) and to apply the proceeds therefrom to the payment of
the cost of acquiring, constructing and equipping the Project,
provided that prior to the issuance and delivery of such
industrial revenue bonds there shall have been entered into
between the Company and the Village appropriate contracts
whereby the Company will agree to enter into financing
agreements with the Village upon terms which will comply
with the provisions of the Enabling Ordinance and which will
provide for the payment by the Company of amounts which will
be sufficient to enable the Village to pay the principal of,
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premium, if 4y, and interest on such industrial revenue
bonds as and when the same shall become due and payable.
3. That the financing of the acquisition, construction
and equipping of the Project by the Village is for a proper
public corporate purpose and that the financing thereof for
the Company is necessary to encourage the economic develop-
ment of the Village.
B. The Company and the Guarantor represent and intend:
1. That the.Project will.result in increased employ-
ment in the Village.
2. That if the proposed industrial revenue bonds
(including the rate of interest thereon) of the Village are
satisfactory to the Company, it will enter into financing
agreements with the Village upon terms which will be suffi-
cient to pay the cost of acquiring, constructing and equipping
the Project as well as the principal of, premium, if any,
and interest on the industrial revenue bonds prior to the
issuance and delivery of any such industrial revenue bonds
by the Village.
3. That the Company intends during the term of any-
such financing agreements to cause the Project to be used or
occupied primarily for use as a manufacturing facility.
4. To further secure the proposed industrial revenue
bonds, the Guarantor will guaranty the prompt payment of
principal, premium, if any, and interest on the industrial
revenue bonds.
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5. Al representations of the Ampany and the Guarantor
contained in the Application and in any supporting document ,
relating thereto are true and correct as of the date hereof,
and have the same force and effect as if'made on the date
hereof.
C. It is further recognized and intended between the
parties hereto as follows:
1. That the industrial revenue bonds to be issued by
the Village shall never constitute an indebtedness of the
Village or a loan of the credit thereof within the meaning
of any constitutional or statutory provision, and such fact
shall be plainly stated on the face of each of the industrial
revenue bonds. No holder of any of the industrial revenue
bonds shall ever have the right to compel any exercise of.
'the taxing power of the Village to pay the industrial revenue
bonds or the principal, interest or premium, if any, thereon.
The principal of, premium, if any, and interest on the
industrial revenue bonds to be issued to finance the cost of
the Project shall be secured by a pledge, either to the
purchasers and holders of the industrial revenue bonds or to
a trustee acting under an indenture of trust for the benefit
of the holders of the industrial revenue bonds, of the
income and revenues derived by the Village from the Project
and may be further secured by a mortgage on the Project, may
be additionally secured by a pledge to said trustee of the
aforesaid financing agreements between the Village and the
Company and may be further secured by the guaranty of the
Guarantor.
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2. Tlat a primary inducement J the Company in
locating the Project within the Village is the intent of the
Village to finance the acquisition, construction and equipping
of the Project through-the issuance of its industrial revenue
bonds pursuant to the provisions of the Enabling Ordinance.
3. That it is desirable that the Company rather than
the Village arrange for the acquisition, construction and
equipping of the Project in order to insure that the Project
will conform to the requirements of the Company, for whose
use the Project is to be designed.
4. That this Memorandum of Intent shall inure to the
benefit of the parties hereto and their respective successors
and assigns; provided however that in the event the industrial
revenue bonds are not issued or sold as contemplated herein,
there shall be no liability on the part of the Village or of
the Company or of any of their officers or employees for
such non - issuance or non - delivery, except that the Company
hereby agrees to reimburse the Village for all reasonable
expenses which the Village may incur at the Company's request
concerning the proposed Project.
5. That the Village shall be paid the amount of,one-
half of one percent (1/2%) of the aggregate principal
amount of the industrial revenue bonds as an issuance and
service charge. said payment shall be made from the proceeds
of the industrial revenue bonds. That all other costs
incidental to the issuance of the industrial revenue bonds
including attorneys fees, printing fees and all other similar
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expenses ma# be paid from the proceeds of said bond issue.
In no event-shall the Village be liable for any costs or
expenses arising from the issuance of the industrial revenue
bonds.
6. That this Memorandum of Intent may be executed in
separate counterparts, all of which shall be deemed a single
instrument.
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IN WITISS WHEREOF, the VILLAGE 0-1 DEERFIELD, LAKE AND
COOK COUNTIES, ILLINOIS, acting by and through its corporate
authorities, has caused its corporate name to be hereunto subscribed
by Bernard Forrest, its duly authorized Village President, and
attested under its official seal by Naomi Clampitt, its Village
Clerk; TERADYNE CENTRAL, INC., a Delaware corporation, has
caused its corporate name to be hereunto subscribed by its duly
authorized President or Vice President and attested under its
corporate seal by its Secretary or Assistant Secretary; and
TERADYNE, INC., a Massachusetts corporation, has caused its
corporate name to be hereunto subscribed by its duly authorized
President or Vice President and attested under its corporate seal
by its Clerk or Assistant Clerk, all being done as of the year
and date first above written.
(SEAL)
ATTEST:
Village Cle
VILLAGE OF DEERFIELD, ILLINOIS
By.
Vi age Pr6&ident C
•8-
TERADYNE CENT L, INC.
By
President
(SEAL)
ATTEST:
Secretary
TERADYNE, INC.
By
President
(SEAL)
ATTEST:
Secretary
CM/hjb
5/28/81