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Exhibit
10.11
COMMERCIAL AND INDUSTRIAL
REAL ESTATE SALE CONTRACT
1. This Contract is made this
day of January, 2007, by and
between JCFRE Supporting Foundation, a Kansas not-for-profit
501(c)(3) corporation, and National Christian Foundation Real
Property, Inc., a Georgia not-for-profit 501(c)(3) corporation
, Seller, and ICOP Digital, Inc., or Assigns ,
Buyer.
2. WITNESSETH: The Seller
hereby sells to the Buyer the following described real estate
together with all improvements thereon including, if any, gas
heaters, central ventilating, central air conditioning, lighting,
heating and plumbing equipment and fixtures, attached mirrors and
linoleum, window shades, venetian blinds, storm windows and doors,
screen, curtain and drapery rods, awnings, television antennae,
keys, alarm systems, in Johnson County, State of
Kansas , to-wit:
Approximately 11.64 acres,
more or less, on the northeast corner of College and Renner, as
more fully set out on Exhibit A attached hereto;
(the “Property”), subject,
however, to any recorded restrictions, easements, party wall
agreements, community contracts and zoning laws deemed acceptable
to Buyer pursuant to paragraphs 8 and 9 hereof, and unless
otherwise provided, free and clear of tenancies.
3. The purchase price is
Nine Hundred Thousand Dollars, ($900,000) which buyer
agrees to pay as follows: Ten Thousand Dollars,
($10,000) within three (3) business days following
complete execution hereof to be deposited with First American
Title Insurance Company (the “Title Company”) as
part of the consideration for this sale (the “earnest money
deposit”); Eight Hundred Ninety Thousand Dollars
($890,000) in cash on delivery of the deed as hereinafter
provided; and the balance if any, to be paid as hereinafter set
forth.
4. Seller shall make any
payments required on existing mortgages or Deeds of Trust until day
of delivery of deed; and, if it is provided herein that such
property is being sold subject to any existing mortgage or Deed of
Trust.
5. The rental from said
property, and the interest on any existing mortgages or Deeds of
Trust to which the sale is made subject, shall be prorated between
the Seller and Buyer as of the date of the delivery of the deed.
Any advance tenant deposits or security deposits shall be paid by
Seller to Buyer at closing. At closing, Seller shall assign to
Buyer any tenant leases with respect to tenancies to which the
property may be subject.
6. The Seller shall pay all
general real estate taxes and all installments of special
assessments which are due and payable on said property at the date
of this contract or prior to closing, except that all general taxes
and installments of special taxes payable during or attributable to
the calendar year in which the deed is delivered shall be prorated
between the Seller and Buyer on the basis of said calendar year as
of the date of delivery of deed. All other taxes and installments
of special assessments shall be assumed by the Buyer. If the amount
of taxes cannot be ascertained, proration shall be computed on the
amount of the general taxes and special assessments for the
preceding year, provided, however, that the parties shall recompute
the amount of said proration when the actual amount of taxes are
known, and shall adjust and pay any amounts determined to be then
due and owing.
7. Interest earned, if any,
on escrow funds shall be retained by the Title Company as
consideration for maintaining said escrow account.
8. Seller shall deliver the
following items to Buyer within fifteen (15) days after the
date hereof, which shall be conditions precedent to Buyer’s
performance hereunder: (i) a Commitment for Title Insurance,
issued by the Title Company, together with true and legible copies
of all items referred to as exceptions, such Commitment to be dated
not earlier than this Contract, and shall show title to the
Property to be in Seller, and (ii) a current certified ALTA
survey of the property which shall be acceptable to the Title
Company for the purposes of deleting the survey exception upon
issuing the Owner’s Title Policy herein provided for, the
same to be prepared by a registered, professional engineer licensed
in the State in which the real property is located and approved by
the Title Company and Buyer. Such survey shall be an as-built
survey locating all easements, improvements, roads, streets and
rights-of-way and shall show all encroachments upon the property
and shall contain the surveyor’s certification as to the
number of net acres contained within the property and net square
feet in any building thereupon. Except as may be herein otherwise
provided, the cost and expense of such survey shall be paid for by
Seller. Buyer shall, within thirty (30) days of its receipt of
the title insurance commitment and survey aforesaid, advise Seller
of objections, if any, to the condition of title or to the survey.
Seller shall have fifteen (15) days to remove or cure said
objections (in which case the closing shall be extended for a like
period), or this contract may, at Buyer’s option, become null
and void, in which case the earnest money deposit shall be returned
to Buyer.
9. At the closing, Seller
shall provide Buyer, at Seller’s sole cost and expense, with
an ALTA Form 1992 Owner’s Title Policy, or equivalent, in the
full amount of the Purchase Price, where the Title Company shall
insure that good and marketable title to the property is vested in
Buyer, and which such policy shall delete any exceptions for items
which would be disclosed by a current survey of the property;
delete any exception for insuring access to the property; limit any
exception for taxes to the year in which closing occurs; delete any
exception for parties in possession; delete any exception for
mechanic’s liens; and such policy shall contain no exceptions
to title other than the exceptions which have been approved by
Buyer pursuant to its review of the Commitment for Title Insurance
hereafter set forth. Seller shall pay the cost of Owner’s
Title Policy provided for above and all other closing costs
including, but not limited to any and all recording charges;
provided, each party shall be responsible for it own
attorney’s fees; and Buyer shall be responsible for any
mortgage registration tax.
10. Closing hereunder shall
take place on June 30, 2007 , or on a date 30
days from the satisfaction of waiver of buyer contingencies,
whichever date shall later occur, at the office of said Title
Company. At closing, the Seller shall deliver to the Bu
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