HomeMy WebLinkAboutORD 2007-009 ORDINANCE NO. 2007-09
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF GRAPEVINE, TEXAS, APPROVING A CHAPTER 380
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
BY AND BETWEEN THE CITY OF GRAPEVINE, TEXAS,
AND HENRY SCHEIN. INC.; PROVIDING A SEVER-
ABILITY CLAUSE AND DECLARING AN EMERGENCY
AND PROVIDING EFFECTIVE DATE
WHEREAS, Henry Schein, Inc., a Corporation authorized to do business in the
State of Texas ("Schein") is engaged in the business of purchasing and reselling
medical supplies in the City; and
WHEREAS, the enhancement of the local economy is in the best interest of
citizens of the City; and
WHEREAS, the City is authorized by Chapter 380 of the Texas Local
Government Code to provide economic development incentives to support the
expansion of local business activity, employment and development; and
WHEREAS, the City approved a policy on local economic development and
business incentives pursuant to Chapter 380 of the Texas Local Government Code; and
WHEREAS, economic development incentives encourage businesses and
companies to locate or expand operations in the City; and
WHEREAS, the City and Schein desire to enter into the Chapter 380 Economic
Development Incentive Agreement attached hereto as Exhibit "A" (the "Agreement");
and
WHEREAS, the City of Grapevine is authorized by law to adopt the provisions
contained herein, and has complied with all the prerequisites necessary for the
passage of this ordinance; and
WHEREAS, all statutory and constitutional requirements for the passage of
this ordinance have been adhered to, including but not limited to the Open Meetings
Act; and
WHEREAS, the purposes of this ordinance are to promote the public health,
safety, and general welfare of the citizens of the City of Grapevine.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF GRAPEVINE, TEXAS:
Section 1. The recitals sets forth above are hereby incorporated herein and
adopted by the City and declared to be true and correct.
Section 2. The City hereby approves the Agreement, and authorizes the City
Manager to execute same.
Section 3. It is hereby declared to be the intention of the City, that sections,
paragraphs, clauses, and phrases of this ordinance are severable, and if any phrase,
clause, sentence or section of this ordinance shall be declared unconstitutional or illegal
by the valid judgment or decree of any court of competent jurisdiction, such
unconstitutionality or illegality shall not affect any of the remaining phrases, clauses,
sentences, paragraphs or sections of this ordinance since the same would have been
enacted by the City without the incorporation in this ordinance of any such
unconstitutional or illegal phrase, clause, sentence, paragraph or section.
Section 4. The fact that the present ordinances and regulations of the City of
Grapevine, Texas are inadequate to properly safeguard the health, safety, morals,
peace and general welfare of the public creates an emergency which requires that this
ordinance become effective from and after the date of its passage, and it is accordingly
so ordained.
Section 5. That this ordinance shall be in full force and effect from and after
the date of its passage.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS, on this 6th day of March, 2007.
APPROVED:
?&14--
William D. Tate
Mayor
ATTEST:
CL.i'AtJ SI
Linda Huff
City Secretary
ORD. NO. 2007-09 2
APPROVED AS TO FORM:
John F. Boyle, Jr. ,,
City Attorney
ORD. NO. 2007-09 3
EXHIBIT "A" TO RES. NO. 2007-09
Page 1 of 13
STATE OF TEXAS §
§ ECONOMIC DEVELOPMENT INCENTIVE
§ AGREEMENT
COUNTY OF DALLAS §
This Economic Development Incentive Agreement (the "Agreement") is made by and
among the City of Grapevine,Texas("Grantor"), and Henry Schein,Inc. ("Company"), acting by
and through their respective authorized officers and representatives.
W ITNES SETH:
WHEREAS, the Company will be engaged in the business of purchasing and reselling
medical,dental and veterinarian supplies; and
WHEREAS, the Company has advised the Grantor that a contributing factor that would
induce the Company to relocate its purchasing and reselling activities to the Grantor that will
generate local sales tax revenue for the Grantor,would be an agreement by the Grantor to provide
an economic development grant to the Company; and
WHEREAS, the Grantor desires to attract new retail business to the Grantor that will
generate additional sales tax revenue for the Grantor;and
WHEREAS, the attraction of new retail business to the Grantor will promote economic
development, stimulate commercial activity, generate additional sales tax and will enhance the
tax base and economic vitality of the Grantor; and
WHEREAS, the Grantor has adopted programs for promoting economic development;
and
WHEREAS, the Grantor is authorized by Article 52-a Texas Constitution, TEX. Loc.
Gov'T CODE §380.001 to provide economic development grants to promote local economic
development and to stimulate business and commercial activity in the Grantor;and
WHEREAS, the Grantor has determined that making an economic development grant to
the Company in accordance with this Agreement will further the objectives of the Grantor, will
benefit the Grantor and the Grantor's inhabitants and will promote local economic development
and stimulate business and commercial activity in the Grantor;
NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions
hereinafter set forth,the parties agree as follows:
'CONOMIC DEVELOPMENT INCENTIVE AGREEMENT- Page I 52584
EXHIBIT "A" TO RES. NO. 2007-09
Page 2 of 13
ARTICLE I
DEFINITIONS
1. For purposes of this Agreement, each of the following terms shall have the -
meaning set forth herein unless the context clearly indicates otherwise:
"Grantor"shall mean the City of Grapevine, Texas.
"Company"shall mean Henry Schein,Inc.
"Commencement Date"shall mea ,2007.
"Effective Date"shall 2007
mean 0 1
"Event of Bankruptcy or Insolvency" shall mean the dissolution or termination(other than
a dissolution or termination by reason of a party merging with an affiliate) of a party's
existence as a going business, insolvency, appointment of receiver for any part of a
party's property and such appointment is not terminated within ninety(90) business days
after such appointment is initially made, any general assignment for the benefit of
creditors, or the commencement of any proceeding under any bankruptcy or insolvency
laws by or against a party and in the event such proceeding is not voluntarily commenced
by the party, such proceeding is not dismissed within ninety(90) business days after the
filing thereof
"Force Majeure" shall mean any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental approvals, laws, regulations, or restrictions, or any
other cause of any kind whatsoever which is beyond the reasonable control of the party.
"Grant"shall mean periodic payments to Company from lawfully available funds.
"Grant Period"shall mean a full calendar month beginning
' -''�'� 1,2007.
"Impositions" shall mean all taxes, assessments, use and occupancy taxes, charges,
excises, license and permit fees, and other charges by public or governmental authority,
general and special, ordinary and extraordinary, foreseen and unforeseen, which are or
may be assessed, charged, levied, or imposed by any public or governmental authority on
the Company or any property or any business owned by Company within the Grantor.
"Required Use" shall mean Company's continuous occupancy of the Facility and
Company's continuous operation in the Grantor of the business of purchasing and selling
medical, dental and veterinarian supplies, as well as other goods that Company may
decide to sell.
"Facility" shall mean Company's facility at 1001 Nolen Drive, Suite 400, Grapevine,
Texas at which Company operates a business of purchasing and reselling medical, dental
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT- Page 2
52584
•
EXHIBIT "A" TO RES. NO. 2007-09
Page 3 of 13
and veterinarian supplies generating the sale of Taxable Items consummated in the
Grantor.
"Sales Tax Receipts" shall mean the Grantor's receipts from the State of Texas from the
collection of the one percent (1%) sales and use tax imposed by the Grantor pursuant to
Chapter 321 of the Texas Tax Code(it being expressly understood that the sales and use
tax receipts are being used only as a measurement for its participation through the use of
general funds), attributed to the collection of sales and use tax by Company at the Facility
as a result of the sale of Taxable Items by Company at the Facility consummated in the
•
Grantor. Sales Tax Receipts specifically exclude the one half of one percent (.5%) sales
and use tax imposed on behalf of the Grapevine 4B Economic Development Corporation
and further excludes the one half of one percent (.5%) sales and use tax imposed on
behalf of the Grapevine Crime Control and Prevention District.
"Sales Tax Certificate" shall mean a certificate or other statement in a form reasonably
acceptable to the Grantor setting forth the Company's collection of sales and use tax
imposed by Grantor and received by the Grantor from the State of Texas, for the sale of
Taxable Items by Company at the Facility consummated in the Grantor for the applicable
Grant Period which are to be used to determine Company's eligibility for a Grant,
together with such supporting documentation required herein, and as Grantor may
reasonably request.
"Taxable Items" shall have the same meaning assigned by Chapter 151,TEX.TAX CODE,
as amended.
ARTICLE R
TERM
2. Term. The initial term(the "Initial Term")of this Agreement shall begin on April
1, 2007, and continue until the tenth anniversary date of the Commencement Date (the
"Anniversary Date"), unless sooner terminated as provided herein. Thereafter, the term
of this Agreement will be automatically renewed for two (2)successive terms of ten(10)
years each(each, a"Renewal Term"),unless Company gives written notice of its election
to terminate this Agreement no less than one hundred eighty (180) days prior to the
expiration of the Initial Term, or current Renewal Term, as the case may be. Any
reference to "Term" as used in this Agreement shall include the Initial Term and the
Renewal Terms.
ARTICLE III
ECONOMIC DEVELOPMENT GRANT
3.01 Grant. Subject to the Company's continued satisfaction of all the terms and
conditions of this Agreement, the Grantor agrees to provide Company with an economic
development grant from lawful available funds payable as provided herein in an amount
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT-Page 3 52584
EXHIBIT "A" TO RES. NO. 2007-09
Page 4 of 13
equal to eighty seven and one half percent(87.5%) of the Sales Tax Receipts for the sale
of Taxable Items at the Facility(the "Grant").
3.02 Grant Funds. Under no circumstances shall any Grant or any Grant Payment
include any receipts from the Grantor's imposition and collection of sales and use tax for
the sale or use of Taxable Items at any location, business, establishment, or entity,
consummated in the Grantor other than from the sale of Taxable Items by Company at the
Facility.
3.03 Grant Payment. The Grantor shall within sixty(60) calendar days after receipt of
the Sales Tax Receipt Certificate for the Grant Period covered by a Sales Tax Certificate
submitted by Company pursuant to Section 5.01 pay the Grant for the applicable calendar
month to the Company,or as directed by the Company(each,a"Grant Payment").
3.04 Amended Returns/Audit Assessments. In the event the Company files an
amended sales and use tax return,or if additional sales and use tax is due(as a result of an
amended return or an audit assessment), and is approved by the State of Texas, the Grant
Payment for the calendar month immediately following such State approved amendment
or audit assessment shall be adjusted accordingly, provided the Grantor has received
Sales Tax Receipts attributed to such adjustment. As a condition precedent to payment of
such adjustment,Company shall provide Grantor with a copy of any such amended sales
and use tax return, and the approval thereof by the State of Texas. The provisions of this
Section 3.04 shall survive termination of this Agreement.
3.05 Refunds. In the event the State of Texas determines that the Grantor erroneously
received Sales Tax Receipts, or that the amount of sales and use tax paid to the Grantor
exceeds the correct amount of sales and use tax used to determine a previous Grant paid to
the Company,the Company shall,within thirty(30)days after receipt of notification thereof
from the Grantor specifying the amount by which such Grant exceeded the amount to which
the Company was entitled pursuant to such State of Texas determination,pay such amount
to the Grantor. The Grantor may,at their option, adjust the Grant Payment for the calendar
month immediately following such State of Texas determination. As a condition precedent
to payment of such refund, the Grantor shall provide Company with a copy of such
determination by the State of Texas. The provisions of this Section 3.05 shall survive
termination of this Agreement.
ARTICLE N
PROCEDURES RELATING TO GRANTS
4.01 Grantor Request for Information from State. Within 10 days after each due date
for payment of sales and use tax from the Company to the State (each "Due Date"), the
Grantor will request from the State all documentation relating to the sales and use tax
paid by the Company on such Due Date. The Grantor acknowledges that the Company
has previously provided the Grantor with a Waiver of Sales Tax Confidentiality, which
authorizes the State to release to the Grantor sales and use tax information pertaining to
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 4 52584
EXHIBIT "A" TO RES. NO. 2007-09
Page 5 of 13
the Company during the Term. The Company will continue to maintain an effective
Waiver of Sales Tax Confidentiality during the Term. Such documentation may include
the following, if it has been filed by the Company with the State, and nothing in this
Section 4.01 shall obligate the Company to prepare or provide to the Grantor any
documentation not required to be and actually filed with the State:
(a) Information regarding the amount of sales and use tax collected and paid
to the State by the Company as a result of the sale of Taxable Items by the
Company at the Facility;
(b) A copy of all sales and use tax returns and reports, sales and use tax
prepayment returns, direct payment permits and reports, including
amended sales and use tax returns or reports, filed by the Company for the
previous calendar month showing sales and use tax collected (including
sales and use tax paid directly to the State pursuant to a direct payment
certificate)by the Company for the sale of Taxable Items consummated at
the Facility;
(c) A copy of all direct payment and self-assessment returns, including
amended returns, filed by the Company for the previous calendar month
showing sales and use tax paid for the sale of Taxable Items by the
Company consummated at the Facility;
(d) Information concerning any refund or credit received by the Company of
sales or use tax paid or collected by the Company(including any sales and
use tax paid directly to the State pursuant to a direct payment permit)
which has previously been reported by the Company as sales and ..se tax
paid or collected.
4.02 Confidentiality. The Grantor,and its employees,agents,consultants,advisors,
legal counsel,accountants and other representatives agree to keep all information received
from the State pursuant to Section 4.01 (collectively,"Confidential Tax Information")
confidential. The Grantor will only provide access to the Confidential lax Information to
its em'loyees on a"need-to-know"basis. The Grantor will use the Confidential Tax
Information solely for the purposes of determining the amount of each month's Grant and
the amount of other Grants related to the Facility that are dependent on the Confidential
Tax Information and for no other purpose, and the Grantor will not(and will cause any
person to whom access to the Confidential Tax Information is granted not to),without the
Company's prior written authorization,directly or indirectly, intentionally or
inadvertently: (a)disclose to any other person,use or exploit the Confidential Tax
Information(other than as expressly permitted above),(b)discuss the Company or its
affairs with any person other than the Company's representatives,(c)copy,photograph,
photocopy,reduce to writing or otherwise reproduce or duplicate the Confidential Tax
Information or(d)take any other actions which would be detrimental to the Company.
The Company's Waiver of Sales Tax Confidentiality is solely for the limited purpose of
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT- Page 5 5: 84
EXHIBIT "A" TO RES. NO. 2007-09
Page 6 of 13
allowing an appropriate set of Grantor officials to verify the amount of the Grantor's
obligations under this Agreement. The Grantor's obligations under this Section 4.02 shall
survive the termination of this Agreement.
ARTICLE V
CONDITIONS TO THE ECONOMIC DEVELOPMENT GRANT
5.01 Sales Tax Certificate. During the Term of this Agreement, the Company shall
within thirty(30) days after the end of each calendar month, provide the Grantor with a
Sales Tax Certificate. The Grantor shall have no duty to calculate the Sales Tax Receipts •
or determine Company's entitlement to any Grant for any Grant Period, or pay any Grant
for any Grant Period during the Term of this Agreement until such time as Company has
provided the Grantor a Sales Tax Certificate for such Grant Period. At the request of the
Grantor, Company shall provide such additional documentation as may be reasonably
requested by Grantor to evidence, support and establish the sales and use tax collected
and remitted by Company for the sale of Taxable Items consummated at the Facility. The
Sales Tax Certificate shall at a minimum contain, include or be accompanied by the
following:
(a) A copy of all sales and use tax returns, sales and use tax prepayment
returns, direct payment permit returns, sales and use tax audit assessments,
including amended sales and use tax returns and any tax refund claims
filed by the Company for the Grant Period showing sales and use tax
collected and remitted by the Company for the sale of Taxable Items
consummated at the Facility for the Grant Period;and
(b) Information concerning any refund or credit received by the Company of
sales or use tax collected or remitted by the Company (including any
credits associated with use tax remitted pursuant to a direct payment tax
return) which has previously been reported by the Company as sales and
use tax collected or remitted for a previous Grant Period.
The Grantor, and its employees, agents, consultants, advisors, legal counsel, accountants
and other representatives agree to keep the Sales Tax Certificate and all accompanying
documents and schedules confidential.
5.02 As a condition to the payment of any Grant hereunder,Grantor shall have received a
Sales Tax Certificate for the Grant Period for which payment of a Grant is requested.
5.03 During the Term of this Agreement following the issuance of a final certificate of
occupancy for Company's occupancy of the Facility and continuing thereafter until
termination of this Agreement, the Company agrees to continuously maintain the Facility,
subject to events of Force Majeure or fire, destruction, damage or other casualty to the
Facility(each,a"Casualty").
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT- Page 6 52584
EXHIBIT "A" TO RES. NO. 2007-09
Page 7 of 13
5.04 The Company shall, subject to events of Force Majeure or Casualty, occupy the
Facility on or before April 1,2007.
5.05 Company shall not be in breach of or default under this Agreement beyond any
applicable notice and/or cure period or grace period.
5.06 Company agrees that the Facility shall not be used for any purpose other than the
Required Use and that Company shall not allow the operation of the Facility in
conformance with the Required Use to cease for more than thirty(30) consecutive days at
any one time except in connection with, and to the extent of an event of Force Majeure or
Casualty.
ARTICLE VI
TERMINATION
6. This Agreement will terminate upon the occurrence of any one of the following:
(a, by mutual written agreement of the parties;
(b) by Grantor or Company, respectively, by written notice to the other if the
other party defaults or breaches any of the terms or conditions of this
Agreement and such default or breach is not cured within thirty(30) days
after written notice thereof by the Grantor or Company, as the case maybe,
to the defaulting party;
(c) by Grantor,by written notice to Company if any Impositions owed to the
Grantor or the State of Texas by Company shall have become delinquent
and the Impositions are not paid within thirty(30) days after the date due
(provided, however, Company retains the right to timely and properly
protest and contest any such taxes or Impositions);
(d) by Grantor, by written notice to Company if Company suffers an Event of
Bankruptcy or Insolvency;
(e) by Company,upon one years written notice to Grantor;
(0 by Grantor or Company, respectively, by written notice to the other if any
subsequent Federal or State legislation or any decision of a court of
competent jurisdiction declares or renders this Agreement invalid, illegal
or unenforceable;
(g) by Grantor or Company, upon written notice to the Grantor no less than
one hundred eighty(180)calendar days prior to the expiration of the Initial
Term or the then current Renewal Term;
(h) expiration of the Term of this Agreement;
(i) by Company or Grantor, by written notice to the other if the sourcing of
sales to determine local sales taxes due, is altered to destination-basis via
legislation.
In the event of termination, other than pursuant to Sections 5(c), (d) or (f) above, the
Grantor shall be obligated to provide a Grant for Sales Tax Receipts for the sale of
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT- Page 7 52564
EXHIBIT "A" TO RES. NO. 2007-09
Page 8 of 13
Taxable Items by Company at the Facility prior to the effective date of such termination.
Each notice of termination given by one party to the other shall set forth the effective date
of the termination 9f this Agreement pursuant to such notice. The rights, responsibilities
and liabilities of the Parties under this Agreement shall be extinguished upon the
termination of this Agreement except for any obligations that accrue prior to such
termination or as otherwise provided herein. Accrued, as used in the preceding sentence,
is defined as a sale,which generates sales tax,has occurred.
ARTICLE VII
MISCELLANEOUS
7.01 Binding Agreement. The terms and conditions of this Agreement are binding
upon the successors and permitted assigns of the parties hereto. This Agreement may not
be assigned without the express written consent of Grantor.
7.02 Limitation on Liability. It is understood and agreed between the parties that the
Company and Grantor, in satisfying the conditions of this Agreement, have acted
independently, and Grantor assumes no responsibilities or liabilities to third parties in
connection with these actions. The Company agrees to indemnify and hold harmless the
Grantor from all such claims, suits, and causes of actions, liabilities and expenses,
including reasonable attorney's fees, of any nature whatsoever by a third party arising out
of the Company's performance of the conditions under this Agreement.
7.03 No Joint Venture. It is acknowledged and agreed by the parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture
among the parties.
7.04 Authorization. Each party represents that it has full capability and authority to
grant all rights and assume all obligations that are granted and assumed under this
Agreement.
7.05 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received three (3) days thereafter sent by United States Mail, postage prepaid,
certified mail, return receipt requested, addressed to the party at the address set forth
below (or such other address as such party may subsequently designate in writing) or on
the day actually received if sent by courier, nationally recognized overnight courier, or
otherwise hand delivered.
If intended for Grantor,to:
City Manager Bruno Rumbelow
City of Grapevine
200 S. Main Street
P.O.Box 95104
Grapevine,Texas 76099
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT- Page 8 52584
EXHIBIT "A" TO RES. NO. 2007-09
Page 9 of 13
With a copy to:
Matthew C. G.Boyle
Boyle&Lowry L.L.P.
4201 Wingren,Suite 108
Irving,Texas 75062-2763
If intended for the Company:
Robert Ponzo
Vice President of Worldwide Taxes
Henry Schein,Inc.
135 Duryea Road
Melville,NY 11747
With copies to:
Michael Ettinger
Corporate Senior Vice President and General Counsel
Henry Schein,Inc.
135 Duryea Road
Melville,NY 11747
7.06 Entire Agreement. This Agreement is the entire Agreement between the parties
with respect to the subject matter covered in this Agreement. There is no other collateral
oral or written Agreement between the parties that in any manner relates to the subject
matter of this Agreement,except as provided in any Exhibits attached hereto.
7.07 Governing Law. The laws of the State of Texas shall govern the Agreement; and
venue for any action concerning this Agreement shall be in the State District Court of Dallas
County,Texas.
7.08 Amendment. This Agreement may only be amended by the mutual written
agreement of the parties.
7.09 Legal Construction. In the event any one or more of the provisions contained in this
Agreement shall f:;: any reason be held to be invalid, illegal, or unenforceable in any
respect,such invalidity,illegality,or unenforceability shall not affect other provisions,and it
is the intention of the parties to this Agreement that in lieu of each provision that is found to
be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is
legal, valid and enforceable and is as similar in terms as possible to the provision found to
be illegal,invalid or unenforceable.
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT- Page 9 52584
EXHIBIT"A" TO RES. NO. 2007-09
Page 10 of 13
7.10 Recitals. The recitals to this Agreement are incorporated herein.
7.11 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall
constitute one and the same instrument.
7.12 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the parties, as well as any rights and benefits of the parties, pertaining to a
period of time following the termination of this Agreement shall survive termination.
7.13 Conditions Precedent. This Agreement is subject to and expressly contingent upon
the Grantor's authority to undertake the obligations herein as an authorized project under
the Development Corporation Act of 1979. As of the Effective Date of this Agreement,
Grantor is so authorized to undertake the obligations.
7.14 Dispute Resolution. Any controversy or claim arising from or relating to this
Agreement, or a breach thereof shall be subject to non-binding mediation, as a condition
precedent to the institution of legal or equitable proceedings by any party. The parties
shall endeavor to resolve their claims by mediation that,unless the parties mutually agree
otherwise, shall be in accordance with the Mediation Rules of the State of Texas in effect
at the time of mediation. Request for mediation shall be filed concurrently with the other
party. Mediation shall proceed in advance of legal or equitable proceedings, which shall
be stayed pending mediation for a period of sixty (60) days from the date of filing for
mediation,unless stayed for a longer period of time by agreement of the parties. Grantor
and Company shall share the cost of mediation equally. The mediation shall be held in
Dallas County, Texas, unless another location is mutually agreed upon. Agreements
reached in mediation shall be enforceable as settlement agreements in any Court having
jurisdiction thereof.
EXECUTED on this day of HIZ�A-LC"L ,2007.
CITY OF EVINE,TEXAS
•
By:
Bruno Rumbelow,CITY MANAGER _
ATTEST: dot �� ��
pt.!
By -6� €/ o i '1�
Y SECRETARY 0 v ,
APPROVED BY COUNCIL 3-(0.- 177 `��„
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT- Page 10 52584
EXHIBIT "A" TO RES. NO. 2007-09
Page 11 of 13
APPROVED AS TO FORM:
By 'i\\k '""'^'\ �
CITY ATTORNEY
EXECUTED on this 3 day of ry l ,2007.
Henry Schein,Inc.
r'
!j 7
By: 1 dialer 7L1
OF
'obe Ponzo,VICE P SIDENT OF
WORLDWIDE TAXES
CORPORATE ACKNOWLEDGMENT:
STATE OFD New 'yoRK
COUNTY OF D1444.4116 s t[T�tGK
Before me,the undersigned,on this day personally appeared Robert Ponzo,of Henry
Schein,Inc..proved to me through the presentation of a valid New York Driver's License to be the
person whose name is subscribed to the foregoing instrument and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.Mr.Ponzo,furthermore
attested that he is signing this document in his capacity as Vice President of Worldwide Taxes,
Henry Schein,Inc.,and that such capacity makes his signature valid to bind the company,Henry
Schein,Inc.
Seal:
GIVEN UNDER MY HAND AND SEAL OF OFFICE,this 13 day of A Pl2r f✓ ,2007.
My Commission Expires: `
TAT-SING LEUNG
NOTARY PUBLIC,State of New York
No.30-4634192 Notary Public in and for the State of New York
Qualified in Nassau County
Commission Expires August 31,20+0
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT- Page I 1 52584
EXHIBIT "A" TO RES. NO. 2007-09
Page 12 of 13
GRANTOR'S ACKNOWLEDGMENT
STATE OF TEXAS §
§ .
COUNTY OF DALLAS §
This instrument was acknowledged before me on the,: day of 1." i4.---e
2007, by Bruno Rumbelow, being City Manager of the City of Grapevine, Texas, a Texas
municipality,on behalf of said municipality.
'A'P4�4 S. RIVERA ''�- '�-fi'l
Z
Notary Public,State of Texas Notary Public,State of Texas
itf•
My Commission Expires
ah0 AuQult 06,2009 (/� C
My Commission expires: O /
COMPANY'S ACKNOWLEDGMENT
STATE OF TEXAS 1n1 Jc §
§
COUNTY OF DALLAS Sitt7-414.
This instrument was acknowledged before me on the j 3 day of A r'R<<- ,
2007,by Robert Ponzo of Henry Schein,Inc.,on behalf of said corporation.
#ft74_5.7
Notary Public,State ork
My Commission expires:
TAT-SING LEUNG
NOTARY No 3Q 463te of New Yortt
Qualified in USt 311,,2010
Commission Expires Nassau Aug
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT- Page 12 52584
EXHIBIT "A" TO RES. NO. 2007-09
Page 13 of 13
Waiver of Sales Tax Confidentiality
Henry Schein,Inc.,a Delaware corporation does hereby waive the right of sales tax information •
confidentiality as provided by Section 321.3022(f)of the Texas Tax Code and authorizes the
Office of the Texas Comptroller of Public Accounts to provide any and all information, to the
Chief Administrative Officer of the City of Grapevine Texas,related to sales taxes paid to the
State of Texas for the benefit of the City of Grapevine on behalf of Henry Schein, Inc.
Henry Schein,Inc. will begin receiving orders for tangible personal property at their Facility in
Grapevine during April 2007 and report sales tax information to the Texas Comptroller of Public
Accounts using Texas sales tax permit number: 11131365956
This waiver shall be in effect until April,2017,or as provided through subsequent agreement
extensions.
EXECUTED on this 13 day of A t'1Z ►(_.- ,2007.
Henry �
B y. r„r Y' ad
R.r.ert Ponzo OF
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT-Page 13 52584