TB-2025-009 - 11/20/2025 RESOLUTION NO. TB-2025-009
WHEREAS, the Round Rock Transportation and Economic Development Corporation
("TEDCO") and INTOWNHOMES, LTD. entered into that certain Real Estate Contract dated
effective as of April 27, 2017; and
WHEREAS, TEDCO and INTOWNHOMES, LTD. wish to amend said Real Estate Contract,
Now Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION,
That the President is hereby authorized and directed to execute on behalf of the City a Second
Amendment to the Real Estate Contract with INTOWNHOMES, LTD., a copy of same being attached
hereto as Exhibit "A" and incorporated herein for all purposes; and
The Board of Directors hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551,Texas Government Code, as amended.
RESOLVED this 20th day of November, 2025.
By:
RE E FLORES, Ikeajdent
Round Rock Transportation and Economic
Development Corporation
ATTEST:
RICK VIT-1 ARREAL, Secretary
0112.20252:4928-7586-5969
EXHIBIT
A
SECOND AMENDMENT TO
REAL ESTATE CONTRACT
This Second Amendment to Real Estate Contract (this "Amendment") is made and
entered into effective as of the ` day of November, 2025, by and between ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION, a Type B Texas economic
development corporation ("Seller"), and INTOWNHOMES, LTD., a Texas limited partnership
("Buyer").
WITNESSETH:
WHEREAS, Seller and Buyer entered into that certain Real Estate Contract dated
effective April 27, 2017 (as previously amended by First Amendment dated February 21, 2020,
the "Agreement"), pursuant to the terms of which Seller agreed to sell and Buyer agreed to buy
the Property located in Williamson County, Texas, as more particularly described therein; and
WHEREAS, the conditions set forth in Section 5.01 of the Agreement for the First
Closing were satisfied timely, and the First Closing occurred; and
WHEREAS, the conditions for the Second Closing Condition were not satisfied timely
within five (5) years following the First Closing; and
WHEREAS, nevertheless, Seller desires to waive the aforesaid five (5) year deadline
and proceed with the Second Closing in accordance with the terms and conditions of this
Amendment; and
WHEREAS, the City of Round Rock has waived the requirement that a subdivision plat
of Parcel B be recorded before permits are issued for three foundations thereon; and
WHEREAS, Seller and Buyer desire to modify the Agreement as herein stated below.
NOW, THEREFORE, for and in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller
and Buyer hereby agree as follows:
AGREEMENTS:
1. Defined Terms. Capitalized terms not defined in this Amendment have the meanings
ascribed thereto in the Agreement.
2. Second and Third Closings. Section 6.01 of the Agreement is hereby deleted in its
entirety and replaced as follows:
"The term "Closing Date" shall mean, as applicable, the dates of each Closing as
provided herein. The "First Closing" has previously occurred. The "Second Closing"
shall occur on November 21, 2025. Seller may terminate this Contract upon notice to
Buyer if Buyer has not completed a foundation and obtained a passing inspection report
of completion from the City of Round Rock on at least three lots within Parcel B on or
before one hundred eighty (180) days following the Closing Date of the Second Closing.
The "Third Closing" shall occur on the tenth (10th) business day after Buyer has
Second Amendment to Real Estate Contract(RRTED-Intownhomes 2025)clean final
furnished notice to Seller that a certificate of occupancy has been issued with respect to:
(x) one residential dwelling unit (each, a "Unit") each of the single family residential lots
within that portion of the Property acquired by Buyer at the First Closing and (y) one Unit
on at least 50% of the single family residential lots within that portion of the Property
acquired by Buyer at the Second Closing (the "Third Closing Conditions"). If after five
(5) years following the Second Closing Date, the Third Closing Conditions have not been
satisfied, Seller may terminate this Contract upon notice to Buyer. If this Contract is
terminated pursuant to this Section 6.01, the Title Company shall promptly return the
Escrow Deposit to Buyer. If this contract is terminated pursuant to this Section 6.01,
Buyer agrees that it will not be entitled to any reimbursement, compensation, or
consideration whatsoever for the cost of infrastructure constructed on the Property and
for any other cost incurred by Buyer."
3. Acknowledgement Regarding Fee Waiver. The Parties acknowledge that the fee waiver
provided in Section 7(b)(vii) of that certain Development Agreement dated April 27,
2017, by and between the City of Round Rock, Texas and Buyer has expired, such that
fees will not be waived with respect to any Units constructed on the Property after the
date hereof.
4 Conflict. In the event of any conflict between the provisions of this Amendment and the
Agreement, the provisions of this Amendment shall control.
5. Counterparts. This Amendment may be executed in two or more counterparts,
each of which will be deemed an original, which together will constitute one and the
same agreement. The delivery of any executed counterpart(s) of this Amendment, or
any notice pursuant to this Amendment, by means of the facsimile transmission or
electronic transmission of a PDF format of such counterpart(s) or notice shall be
deemed to be, and shall have the same force and effect as, the delivery of an executed
original counterpart of, or notice pursuant, to this Amendment.
6. Ratification. Except as amended hereby, the Agreement remains in full force and
effect and is ratified and affirmed by each of Seller and Buyer.
7. Section Headings. The section headings herein contained are for purposes of
identification only and will not be considered in construing this Amendment.
8. Entire Agreement, Amendment. This Amendment, the Agreement, and the exhibits
attached thereto contain the entire agreement between the Buyer and Seller. No
modification or amendment of this Amendment will be of any force or effect unless made
in writing and executed by both Buyer and Seller.
9. Severability. In case any one or more of the provisions contained in this Amendment
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision hereof, and
this Amendment shall be construed as if such invalid, illegal or unenforceable provision
had not been contained herein.
[Signatures on following pages.]
2
IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of
the dates of signature below to be effective as of the date set forth in the opening paragraph
hereof.
BUYER:
INTOWNHOMES, LTD.,
a Texas limited partnership
By: InTownBuilder GP, LLC,
its general partner
By:
Name: -coo
Title:
Date: 2 2 02 S
SELLER:
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION
By:
Name:
Title:
Date: