Contract - Cargill Meat Solutions - 5/12/2022 FIRST AMENDMENT TO
ECONOMIC DEVELOPMENT PROGRAM AGREEME NT
This First Amendinent to Economic Development Program Agreement("First Amendment"is entered into
this Zjk_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" 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 Cat-gill that the Agreement is amended as follows:
1.
JA Every instance in the Agreement where it refers to either"ProPortio�n Foods, LLC" or "PPF", it
shall be amended to say"Cargill Meat Solutions Corporation"or"Cargill",as appropriate.
11.
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:
Phone: (31f,)jjjr as
Entail:
IM
3J To the extent necessary to effect the terms and provisions of this First Amendment,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 it]]
of which together,shall constitute but one and the same instrument,
First Amendment to Agreement; 12.16.214864-2411-7511 v.l,docx
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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 thsacs 2022-
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C, M,aj
CITY OF ROUND ROCK,'MXAS,
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a home rule ly and municipal c ration
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Craig�organ, V
CARGILL MAT SOLUTIONS CORPORATION,
a Delaware corporation
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OBE MERG
State of California
�p. .. Secretary of StateSecretary of state
State of Californim
Certificate of Merger SEP 2 7 2021
(California Corporations Code sections
1113('g),3203(g),16019.1,8019.1,9640, 12540.1,15911.14, 16915(b)and 17710.14)
IMPORTANT---Read all Instructions before cornpletIng this form. to 6", This Space For F ng Use Only
1, NAME OF SURVIVING ENTITY 2• TYPE OF ENTITY3. CA SECRETARY OF STATE FILE,NUMBER d. JURi DICTION
Cargill Meat Solutions Corporation Corporation 0081.2315 Delaware
6. NAME OF DISAPPEARING ENTITY S, TYPE OF ENTITY 7. Caw SECRETARY OF STATE FILE NUMSER a. JURISDICTION
Proportion Foods,LLC LLC 200909910273 California
s. THE PRINCIPAL TEFtt4AS OF..... ..w._�_.__._. ......,�.. _...._._ ...._....,���...._.w.�.
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 N114SElR OF OUTSTANDING INTERESTS OF
AC
ENTITLED TO VOTE ON THE M0GER AND THE PEnCENTAGE VOTE REQUIRED OF fiaogLAS3,ATrACHADDIVONACPAGES,IFNEEDED.)
SURVIVING ENTITY 0 Aaiun ENTII Y
AND PERCEEEAQE M(IC BE�tI11REO AND PERCENTAGE VUTE REQLIIREO
Common,3,000,000 100/o All membership units 100%
10. IFEOUITY SECURITIES OF A PARENT PARTY ARE TO BE ISSUED IN ICA. ...... � �
.,.._ THE MERGER,CHECK THE,APPLICABLE STATEMENT. �,M...
No vote of the shareholders of the parent party was required, The required vote of the shareholders of the parent party was obtained.
1I GIF THE SURVIVING ENTITY IS A DOMESTIC LIMITED LIASUTY 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 UABLITY COMPANY,LIMITED PARTNERSHIP,OR PARTNERSHIP,AND THE SURVIVING,ENTITY'IS NOT
A DOMESTIC ENTITY OF THE:SAME TYPE,ENTER THE PRINCIPAL ADDRESS OF THE SURVIVING ENTITY.
PRINCIPAL ADDRESS OF SURVIVING ENTITY CITY AND STATE ZIP CODE
825 East Douglas Avenue Wichita,Kansas 67'202
13. OTHER INFORMATION REQUIRED TO BE STATED IN THE,CERTIFICATE OF MERGER BY THE LAWNS UNDER WHICH EACH CONSTITUENT OTHER BUSINESS
ENTITY IS ORGANIZED.ATTACH ADDITIONAL PAISES,IF NECES'SARY'..
14. STATUTORY OR OTHER BASIS UNDER WHICH A FOREIGN OTHER BUSINESS ENTITY IS AUTHORIZED TO EFFECT ',16,FUTURE EFFECTIVE DATE,IF ANY
THE MERGER.
Section 264 of the Delaware General Corporation Cade (Month} (Day) _ (Year)
16. ADDITIONAL INFORMATION SET FORTH ONATTACHEDPAGES„IF ANI',IS INCORPORATED HEREIN'BY THIS REFERENCE,AND MADEPART OF THIS
CERTIFICATE.
17, I CERTIFY'UNDER PENALTY OF PERJURY UNDER THE LAVVS OF THE STATE OF CALIFORNIA.THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN
KNOWLEDGE. I DECLARE I AM THE PERSON'WHO EXECUTED THIS INSTRUMENT„WHICH EXECUTION IS MY ACT'AND DEED.
f>• '� - 09'-16-2021 Mark T.Quayle,Secretary
SIGNAfUFIEfiJPALlN47I2EDARSOhIFC9RTHI I,IRVIVIQIPdTlTr DATE TYPEC6Fii'FIINTIEANWTITLECFFIJ1NChFtIZEd3pERaO@d
l `+ ` 09-16-2021 Misty A,High,President
Rt ATURE OF A'UTriURIZET7Ot§S Fd THE 5114 alLti ihl I�TBTV DKTF I a PE QR 0911 DAME A"h#�i'fI'r1.E CMS
" 09-16-2021 Mark T.Quayle,Manager
SICINATURE OF AUTHORIZED PERSON FUR THE DCSAPPEARINO ENTITY
–DA—TE- TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON
04-16-2021 Misty A.High,Manager
.,„,.__ ._-___�,_. .i,,, _._._._�—.�.-. _ R.....A
SIGNATURE OF AUTHORIZED PERSON FOR TirE DISAPPEARING ENTITY DAT>a TYPE OR PRINT NAME ANO TITLE OIFA'Uft4ORIZECI �BRiTCIhI���WW�_
For an entity that Is a business trust„ real estate grated
association,bet forth lila provision of law or other Basi EXHIBIT i(in9ng: _w- . . _„ ._.._.. _. .. .._.. .,,--.....
OBE MERGERA (TREY 0112016) APPROVED BY SECRETARY OF STATE
CAI 15.WCQ2/kOM WOW10 l4IW*ft Odhl- „.„„„.,._---..A--
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 State of California in a proceeding for the
enforcement of an obligation of'Prqpqrtjqn Fqpds,LLC and In proceeding to enforce the
rights of any holder of dissenting Interest or dissentlng shares In F!q2_qrjtqD—Foods,LL!;.
2. The Company Irrevocably appoints the Secretary of State of the State 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:
EroL)qqi2n Foods LLC
16407 McGinty Road West
Wayzata,MN 55391
1 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,