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10. Ambiguities Not to Be Construed against Party Who Drafted Contract. The rule <br />of construction that ambiguities in a document will be construed against the party who drafted it <br />will not be applied in interpreting this contract. <br />11. No Special Relationship. The parties' relationship is an ordinary commercial <br />relationship, and they do not intend to create the relationship of principal and agent, partnership, <br />joint venture, or any other special relationship. <br />12. Counterparts. If this contract is executed in multiple counterparts, all <br />counterparts taken together will constitute this contract. <br />13. Confidentiality. The parties will keep confidential all information learned in the <br />course of this transaction, except to the extent disclosure is required by the Texas Pubic <br />Information Act, the Texas Open Meetings Act, other law or court order or to enable third parties <br />to advise or assist Buyer to investigate the Property or either party to close this transaction or <br />either party to report the transaction under the Internal Revenue Code of 1986 as amended. <br />14. No Waiver of Immunity. The parties agree that this contract is not a contract for <br />goods or services and neither party waives any immunity from suit or liability of limitations on <br />liability granted under applicable laws and constitution of the State of Texas. <br />N. Special Provisions <br />1. Determination of Appraised Value and Bargain Sale Donation. The parties agree <br />that, after the Effective Date, Seller may, at its sole expense, obtain an appraisal of the market <br />value of the Property from Eckmann Groll, Inc. Seller will provide a copy of said appraisal to <br />Buyer within five days after receipt by Seller. If the appraised value of the Property as <br />determined by such appraisal exceeds the Purchase Price, the parties agree that Seller may, <br />pursuant to Section 1.170- A -13(c) of the Internal Revenue Code, declare such excess value as a <br />Noncash Charitable Contribution using IRS Form No. 8283 (or successor or replacement form), <br />and file such form and any supporting forms and documentation with the IRS. The Buyer agrees <br />to sign such forms and cooperate with Seller as reasonably necessary for Seller to properly and <br />timely complete and submit such IRS forms and documentation. Closing under this Contract at <br />the.Purchase Price is not contingent upon Seller's request for or receipt of an appraisal under this <br />paragraph. <br />2. Subject to Approval. This contract is subject to the approval of and appropriation <br />of lawfully available funds for payment of the Purchase Price and all of Buyer's Closing Costs <br />by the San Marcos City Council. If no such approval is obtained and appropriation made, Seller <br />shall have no recourse against Buyer for such reasons and this contract shall be of no further <br />12 <br />