R-2022-163 - 5/12/2022 RESOLUTION NO. R-2022-163
WIJEREAS.. the City of Round I�ock ("City") and ProPortion Foods, LIX ("PIT,") entered
into that one certain Economic Development I"ro gi-a in Agreement ("Agreement") on the 2501 day of
November, 2015; and
WHEREAS, PPF and Cargill Meat Solutions Corporation ("'Cargill") Merged so that PPF
became thc Disappearing Entity, and Cargill became the Surviving Entity; and
WHEREAS, City and Cargill WOUld like to enter into a First Amendment to the Agreement to
acknowledge that Cargill is now the proper entity to comply Nvith the responsibilities and requirements
of the Agreement and to receive the benefits of the Agreement, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute can behalf:' of the City, I`irst
Amendment to Economic Development Program Agreement with Cargill Meat Solutions Corporation,
as c()I-,)v beingattached hereto as Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds a.ind declares that written notice of the date, 1101.1r, place and
SLJbjCCt Of the meeting at which this Resolution was adopted Nvas posted and that such meeting was
open to (lie public as required by law at all times during which this Resolution and the SUbJect matter
hereof,,k,ere discussed, considered and forniaHy acted upon, all as required by the Open Meetings Act,
Chapter 55 1, Texas Government Code, as amended,
RESOLVED this 12th day ofMay, 2022.
'A
CR A I Gdw Mayor
k,
City of leotill OC, jexas
ATTI"'ST:
M l",A Gf A N S NKS, CIty Clerk
W[2 20222,4871-7793-NS2
EXHIBIT
"All
F41RST AMENDMENT TO
ECONOMIC DEVELOPMENT PROGRAM AGREEME NT
This First Amendment to Economic Development Program Agreement("First Amendment"is entered into
this Z,� day of January,2022,by and between the City of Round Rock,Texas,("City")and Cargill Meat
Solutions Corporation,a Delaware corporation("Cargill").
WHEREAS, the City and Proportion Foods, LLC,a California limited liability company("PPF")entered
into that one certain Economic Development Program Agreement ("Agreement") on the 25"x' day of
November,2015;and
WHEREAS,PPF and Cargill merged so that PPF became the Disappearing Entity, and Cargill became the
Surviving Entity, as evidenced by the Certificate of Merger from the Secretary of State of California,
("Certificate")a copy of which is attached hereto as Exhibit"A"; and
WHEREAS,Cargill would like for the City to acknowledge that Cargill is now the proper entity to comply
with the responsibilities and requirements of the Agreement and to receive the benefits of the Agreement;
NOW THEREFORE
It is agreed by and between the City and Cargill that the Agreement is amended as follows:
1.
1.1 Every instance in the Agreement where it refers to either "Proportion Foods, LLC" or "PPF", it
shall be amended to say"Cargill Meat Solutions Corporation"or"Cargill", as appropriate.
IL
2.1 Section 6,10 Notice shall be amended to delete the address and contact information for Proportion
Foods,LLC and replace it with the following
If to Cargill: Cargill Meat Solutions Corporation
825 East Douglas Avenue
Wichita,Kansas 67202
Attention:Afm6�-.7�--.-Q- .C-
Phone: (Im -Iqlo
)ZIL
Email:
Ill.
3.1 To the extent necessary to effect the terms and provisions of this,First Amendrnent,the Agreement
is amended and modified, In all other respects,the aforesaid Agreement is hereby ratified and confirmed.
3.2 This First Amendment may be executed in counterparts, each of which shall be an original and all
of which together shall constitute but one and the same instrument.
First Amendment to Agreement; 12,16.21 4864-2411-7511 v.l.docx
IN WITNESS WHEREOF,the parties hereto acting under authority of their respective governing
bodies have caused this First Amendment to be duly execute to be effective the 2-6t day of January,2022.
CITY OF ROt UND ROCK,TE XAS,
a home rule city and municipal corporation
By::
Craig Morgan,Mayor
CARGILL AT SOLUTIONS CORPORATION,
a Delaware corporation
By: --- ...........................
/ its
A".1
2
- OSE MERG
State of California FICLED oy
Secretary of State Secretary Of St"Ite
S`M*t� of Californii
Certificate of Merger SEP 2 7 2021
(California Corporations Code sections
1113(8),3203(g),60191,8019.1,9640,12540A,15911,14,16915(b)and 117710,14)
IMPORTANT—Read all Instructions before completing this form. This Space For Filing Use Only
1� NAME OF SURVIVING ENTITY 2- TYPEOF ENTITY 1 CA SECRETARY OF STATE FILE NUMBER 4, JURISDICTION
Cargill Meat Solutions Corporation Corporation 00812315 Delaware
6. NAME OF DISAPPEARING ENTITY 6, TYPE OFENTITY 7. CA SECRETARY OF STATE FILE NUMBER 8. JURISDICTION
Proportion Foods,LLC LLC 200909910273 California
9� THE PRINCIPAL TERMS OF THE AGREEMENT OF MERGER WERE APPROVED BY A VOTE OF THE NUMBER of INTERESTS OR SHARES OF EACH CLASS THAT
EQUALED OR EXCEEDED THE VOTE REQUIRED, (IF A VOTE WAS REQUIRED,SPECIFY THE CLASS AND THE NUMBER OF OUTSTANDING INTERESTS OF
gACHCLA ENT17LED TO VOTE ON THE MERGER AND THE PERCENTAGE VOTE REQUIRED OF 9ACYgM ATTACH ADDITIONAL PAGES,IF NEEDED,),
SYRVIJVNG gi4ENTIT
IjPEARItLG Y
M
LL692 AND MAdINS AND PERCEM_QE,Dlg BEQUIRED QLAaaAND NUMBER AND EERQENTAGE VOTE REQUIBEO
Common,3,000,000 100% All membership units 100%
la, IF EQUITY SECURITIES OF A PARENT PARTY ARE TO BE ISSUED IN THE MERGER,CHECK THE APPLICABLE STATEMENT,
No vote of the shareholders of the parent party was required. The required vote of the shareholders of the parent party was obtained,
1I. IF THESURVIVING ENTITY IS A DOMESTIC LIMITED LIABILITY COMPANY,LIMITED PARTNERSHIP,OR PARTNERSHIP,PROVIDE THE REQUISITE CHANGES(IF
ANY) TO THE INFORMATION SET FORTH IN THE SURVIVING ENTITY'S ARTICLES OF ORGANIZATION, CERTIFICATE OF LIMITED PARTNERSHIP OR
STATEMENT OF PARTNERSHIP AUTHORITY RESULTING FROM THE MERGER, ATTACH ADDITIONAL PAGES,IF NECESSARY,
11 IF A DISAPPEARING ENTITY IS A DOMESTIC LIMITED LIABLITY COMPANY,LIMITED PARTNERSHIP,OR PARTNERSHIP,AND THE SURVIVING ENTITY IS NOT
A DOMESTIC ENT"OF THE SAME TYPE,ENTER THE PRINCIPAL ADDRESS OF THE SURVIVING ENTITY.
PRINCIPAL ADDRESS OF SURVIVING ENTITY CITY AND STATE ZIP COBE
825 East Douglas Avenue Wichita,Kansas 67202
13, OTHER INFORMATION REQUIRED TO BE STATED IN THE CERTIFICATE OF MERGER BY THE LAWS UNDER WHICH EACH CONSTITUENT OTHER BUSINESS
ENTITY IS ORGANIZED.ATTACH ADDITIONAL PAGES,IF NECESSARY.
14. STATUTORY OR OTHER 13ASIS UNDER WHICH A FOREIGN OTHER BUSINESS ENTITY'IS AUTHORIZED TO EFFECT I a.FUTURE EFFECTIVE DATE,IF ANY
THE MERGER.
Section 264 of the Delaware General Corporation Code (Month) (Day) (Year)
16, ADDITIONAL INFORMATION SET FORTH ON ATTACHED PAGES,IF ANY,IS INCORPORATED HEREIN BY THIS REFERENCE AND MACE PART OF THIS
CERTIFICATE.
17, 1 CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS Of THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN
KNOWLEDGE, I DECLARE I AM THE PERSON WHO FIXECUTED THIS INSTRUMENT,WHICH EXECUTION IS MY ACT AND DEED.
09-16-2021 Mark T.Quayle,Secretary
SIGNATURE OF AUTHORIZED PER§dP'�O—R TH—E-S-U"-R-V-I"V"'I:-N-G-EN-T-ITY--DATE TYPOR PRINT NT NAME AND TITI F OF AUTHORIZEDER
PERSON
sl`4
11 V
.vi�'�
09-16-2021 Misty A.High,President
uREC, Amo�R�zEt)pr=R�soNiFo-ik-THE—SURVIWWGENTITY --UA-T-E TYPE OR PRINT NAME AND TITLE OF'-4UT—�fO—Rti-tD--PERS-dN—"--'
09-16-2021 Mark T.Quayle,Manager
SIGNATURE"5FAUTHORIZED PERSON FOR THE DISAPPEARING ENTITY DATE TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON
09-16-2021 Misty A.High,Manager
'TYPE 6-R PRINT
N EffffT NAME AND TITLE OF AUTHORIZED PERSON
SIGNATURE OF AUT—HORaW PERSON—FOR THE�D�SAPf�Ukl G Y DATE
For an entity that Is a business trust, real estate orated
estate
association,set forth the provision of low or other bas! EXHIBIT gning:
OBE MERGER-1 (REV 0112018) APPROVED 13Y SECRETARY OF STATE
CAI 02102=1 WOIU�M--"04U
Statement pursuant to section 17710.17(f)(1)(2)(3)
Title attachment as Attachment to Item 13
The following agreement Is made pursuant to California Corporations Code section 17710.17(f)(1)(2)(3).
L The Company agrees that it may be served!in the Mate of California In a proceeding for the
enforcement of an obligation of Proportion Foods,LLC and In proceeding to enforce the
rights of any,holder of dissenting Interest or dissenting shares In pro ortlon Foods LLQ.
2. The Company Irrevocably appoints the Secretary of Mate of the Mate of California as the
Company's agent to receive service of process on behalf of the Company.
The address to which such service of process and correspondence should be sent Is:
Proportion Foods'
oods LLC
15407 McGinty Road West.
Wayzata,'MN 55391
3. The Company agrees that It will promptly pay the holder of any dissenting,Interest or dissenting
shares in Proportion Foods,LLC,the amount to which that person Is entitled under the laws of
the State of California.
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