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Wapiti Retreat Center
Posted Wednesday, January 10, 2007
Wapiti Land Deal
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.
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 the agreed to extension deadline with the Conservation Fund. We are currently re-negotiating the deadline with the Fund to include 2007 and carry our agreement through to settlement of the land transaction.
7. If the Diocese doesn't pay the full $4,000,000 within 60 days after the deadline, 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.
Status and Next Steps
8. It is estimated that up to $6,000,000 will come from the State of Maryland for the combination of 2 land conservation initiatives:
- (a) The purchase of a conservation easement on 403 +/- acres valued at over $4,000,000.
- (b) Up to $2,000,000 for the fee simple purchase of 182 +/- acres of land known as Walnut Lane which will become an extension of Elk Neck State Park.
9. Maryland DNR and the Diocese have agreed to the terms outlined in the Draft easement document provided by the state of MD on 9/6/06.
10. The appraisal of the 403 acre easement to be placed on the Wapiti parcel has been completed and is being provided to the state for consideration.
11. The state then will provide us with a purchase offer.
12. If the purchase offer is accepted by the Conservation Fund and the Diocese it will go to the Department of Public Works for appropriation. Once appropriated we can go to settlement on the transaction (est. 6 months).
13. No action will be taken on the sale of the 182 acres on Walnut Lane until we have reached an agreement on the conservation easement and have a binding agreement with the state.
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.