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HomeMy WebLinkAboutItem 02 - Chapter 380 Economic Development Incentive AgreementChapter 380 Economic Development Incentive Agreement with Henry Schein, Inc. .x v ■ H en h C ei n ''aree ment..Im act ...............:...... #lenry Schen ��IMM1905K MOW Cum uia#sue 7/8 den# F F I umula#ill ue� General Sales $1'15K $1.15M $2.3M $3.45M rellX, ICnme Contral� $460K $4.6M$9.2M' $13.8M 4B General 4B $1'15K $1.15M ,$2.3M $3.45M l8 Cent e �4BTrans�t $345K $3.45M $6.9M $10.35M fiotal City r$1.035M­120.7'W, . �Cumula#we 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. ATTEST: ORD. NO. 2 rjsaffl�� �OGMNAS STATE OF TEXAS § CHAPTER 380 § 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. WITNESSETH: WHEREAS, the Company will be engaged in the business of purchasing and reselling medical 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. GOVT 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: 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 mean April 1, 2007. "Effective Date" shall mean April 1, 2007. "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 April 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 supplies, as well as other goods that Company may decide to sell. "Facility" shall mean Company's facility at 1001 Nolen Drive, Suite 400, 4Grapevine, Texas at which Company operates a business of purchasing and reselling medical 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 II 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 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 IV 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 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) A summary of the sales of Taxable Items by the Company consummated at the Facility which resulted in sales and use tax paid, and copies of receipts for those purchases, in the event that the Company is ineligible or unable to file direct payment or self- assessment returns for the previous calendar month; and (e) 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 use tax paid or collected. 4.02 Confidentiality. The Grantor agrees to keep all information and documentation received from the State pursuant to Section 4.01 (collectively, "Confidential Tax Information ") confidential. The Grantor will only provide access to the Confidential Tax Information to its employees 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 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. Grantor agrees to the extent allowed by law to maintain the confidentiality of the Sales Tax Certificate. 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"). 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; (f) 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 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 of 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 a 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 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: With copies to: 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 for 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. 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 2007. CITY OF GRAPEVINE, TEXAS IS Bruno Rumbelow, CITY MANAGER ATTEST: BE By: CITY ATTORNEY CITY SECRETARY EXECUTED on this day of 2007. Henry Schein, Inc. la CORPORATE ACKNOWLEDGMENT: The State of Texas County of Before me, the undersigned, on this day personally appeared of Henry Schein, Inc., proved to me through the presentation of a valid Texas Driver's License to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Mr./Ms. furthermore attested that he/she is signing this in his/her capacity as of 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 — day of , 2007. My Commission Expires: Notary Public. in and for the State of Texas GRANTOR'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the day of , 2007, by Bruno Rumbelow, being City Manager of the City of Grapevine, Texas, a Texas municipality, on behalf of said municipality. Notary Public, State of Texas My Commission expires: COMPANY'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the day of , 2007, by XXX, XXX of Henry Schein, Inc., on behalf of said partnership. Notary Public, State of Texas My Commission expires: Waiver of Sales Tax Confidentiality Henry Schein, Inc., a Texas limited partnership 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 making sales of tangible personal property during April 2007 and report sales tax information to the Texas Comptroller of Public Accounts using Texas sales tax permit number: 12020382706 This waiver shall be in effect until _ subsequent agreement extensions. 2017, or as provided through EXECUTED on this day of , 2007. Henry Schein, Inc. LIM