Agreement
Wapiti Transaction Agreement(between "The Conservation Fund" and "Diocese of Pennsylvania")
The Agreement
1. Purchase of 616 +/- acres by The Conservation Fund (TCF) for $7,000,000 from Chapman. TCF paid cash of $3,000,0000 and Chapman contributed $1,000,000 to TCF.
2. The Diocese contributed $3,000,000 ("Prepaid Portion of the Option Price") to the purchase pursuant to an Option Agreement, giving the Diocese a 3/7 interest in the property.
3. Under the Option Agreement, the Diocese has an immediate equitable interest in:
(a) 30 +/- acre "West Parcel," subject to reimbursement of certain expenses incurred by TCF. The "West" parcel is actually north of Turkey Point Road, across the road from the main Wapiti parcel. (b) A portion of the remaining property worth $3,000,000, to include the "Program Area" which includes existing dwelling and dock area and the camp and retreat center. (c) The Diocese can "compel" conveyance of this property to the Diocese for no additional consideration to TCF at any time up to 3 years after the original purchase, a date that has now been extended to 12/31/06.
4. The Program Area includes the area on which improvements have been made by the Diocese in the past 3 years. As a result of 3(b) and 3(c), the capital improvements made by the Diocese are included in the Diocese's audited financial statements as assets of the Diocese.1
5. The Diocese can compel TCF to convey to the Diocese the remainder of the property upon payment of an additional sum. If the Diocese pays $4,000,000, it gets everything. If it pays $2,000,000 it gets one half of the remaining portion.
6. The Diocese must exercise its rights by 12/31/06.
7. If the Diocese doesn't pay the full $4,000,000 within 60 days after 12/31/06, TCF has the right to require the Diocese to do so or, at the election of TCF, to sell the remaining property not acquired by the Diocese under 3 and 4. 1 See Note 5 on page 11 and the column headed "Diocese" on page 15 of the 2006 Audited Financial Statements. The column headed "Wapiti" on page 15 refers only to the assets held by the corporate entity known as Wapiti: The Wilderness Retreat.
Status and Next Steps
7. Contemplated that up to $6,000,000 will come from the State of Maryland. (a) Up to $4,000,000 from a grant of a conservation easement on 403 +/- acres. (b) Up to $2,000,000 from a sale of 182 +/- acres to be added to Elk Neck State Park.
8. Maryland DNR has finally presented a revised draft of a Conservation Easement to apply to the 403 acres. Received 9/6/06.
9. We approve -- or suggest final edits to -- the conservation easement in principle, but nothing gets signed.
10. Conservation Fund is currently obtaining two appraisals on the 403 acre piece that give a before easement and after easement value. The difference is the value of the easement for which the State will pay us.
11. CF submits the appraisals to the State and wait for them to get back to us with a cash offer, which has to be at least 4 million for us to proceed.
12. Only after CF gets the State's offer and accept it will anything be signed, etc.
13. No action on the sale of the 182 acres until we have reached agreement on the conservation easement and have a binding agreement to be paid for it.
14. When the Diocese takes title, it will hold Wapiti in a subsidiary of the Church Foundation. If proceeds of sales are more than required to buy-out CF, the proceeds will be paid to that subsidiary. The board of Wapiti: The Wilderness Retreat will present a plan for the use of those proceeds for the benefit of Wapiti, which could include proposed capital improvements or a proposed endowment to support camp operations. This plan should be presented to appropriate diocesan bodies for consideration.