1

GRACIOUS DISMISSAL AND DISSOLUTION AGREEMENT BETWEEN THE IDYLLWILD COMMUNITY PRESBYTERIAN CHURCH AND THE

PRESBYTERY OF RIVERSIDE

Date, 2017

This Gracious Dismissal and Dissolution Agreement (hereinafter "AGREEMENT") is entered into effective Date, 2017 by THE PRESBYTERY OF RIVERSIDE, a California Corporation (hereinafter, "PRESBYTERY"), and the IDYLLWILD COMMUNITY PRESBYTERIAN CHURCH, a California Corporation (hereinafter "ICPC"). The PRESBYTERY and ICPC are sometimes hereinafter referred to as ("PARTIES").

RECITALS

WHEREAS, The Presbyterian Church (U.S.A.) or PC (USA) is a Protestant Christian denomination in the United States. Part of the reformed tradition, it was established in 1983, by the unification of the United Presbyterian Church in the United States of America and the Presbyterian Church in the United States. The Presbyterian Church (U.S.A.) has a representative form of government, known as Presbyterian Polity, with four levels of government and administration, detailed in its Constitution, Part II, commonly referred to as the Book of Order. The governing bodies are as follows: 1) Session of a Congregation, 2) Presbytery, 3) Synod and 4) General Assembly; and WHEREAS, The Presbytery of Riverside, with principle offices located at 1875 North "D" Street, San Bernardino, California 92405, is an established presbytery of the Presbyterian Church (USA), with authority over member congregations in Riverside and San Bernardino counties; and WHEREAS, The congregation of ICPC, currently located at 54400 North Circle Drive, Idyllwild California 92549 [Mailing Address: P.O. Box 537, Idyllwild California 92549] has been a member of the Presbytery since August 28, 1946. WHEREAS, The PC (USA)'s 218th General Assembly in 2008 urged the presbyteries to formulate Gracious Dismissal Policies which would allow those churches wanting to leave the denomination the right to do so, subject to various terms and conditions, including that the departing church leave to another "reformed denomination" to be approved by the PRESBYTERY; and WHEREAS, The PRESBYTERY adopted a "Gracious Discernment, Dismissal and Transfer Process for the Presbytery of Riverside" dated June 9, 2012, which was amended February 23, 2013, and September 12, 2015 (hereinafter "GDD&T"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference; and

2

WHEREAS, At its meeting September 14, 2013, the PRESBYTERY voted to approve the Covenant Order of Evangelical Presbyterians (hereinafter "ECO") as an appropriate "reformed body," to which a member congregation could be dismissed under its GDD&T: and WHEREAS, ICPC has requested dismissal from the PC (USA) and affiliation with ECO, formalizing the request by a vote of the congregation at a specially called meeting on January 8, 2017. NOW, THEREFORE, for good and valuable consideration, the adequacy of which is

hereby acknowledged, the PRESBYTERY and ICPC agree to the dismissal of ICPC from the PC (USA), and to its affiliation with ECO subject to the following terms and conditions:

1. Compliance with the GDD&T Process of the PRESBYTERY. The PARTIES agree that the

procedural steps prior to the congregational vote on January 8, 2017, have been satisfied in accord with the GDD&T, in effect on January 1, 2016.

2. Final Votes. Consistent with the GDD&T, the decision to seek dismissal from the

Presbytery and terms of this AGREEMENT must be approved by vote from the Session of the ICPC, the Congregation of the ICPC and Presbytery as follows:

a. Session. On June 23, 2016, the Session of ICPC voted by secret ballot on a motion to

seek dismissal from the PC (USA) and the motion was approved. On November 29, 2016, the Session of the ICPC approved the terms of this AGREEMENT.

b. Congregational Vote. In compliance with the GDD&T, ICPC has notified each member

by mail of the Congregational Meeting scheduled for January 8, 2017. The purpose of this meeting is a vote by the members of ICPC regarding dismissal from the PRESBYTERY and approval of its affiliation with ECO. A quorum of 66% of the registered members of the congregation was present. An Executive Summary of the substantive effect of this Agreement was prepared for distribution to such members, and the form and content thereof was approved by both the PRESBYTERY and ICPC. Members' names were recorded, and such representatives of the PRESBYTERY as were selected by it were present and monitoring or participating in the vote, the counting of the quorum, the counting of the ballots, and in all other aspects of the ICPC member vote. The congregational vote was by secret ballot and at least 80% of the votes were in favor of requesting dismissal for the request to be approved by ICPC.

i. The number of ICPC members on the rolls as of January 1, 2017 for the purpose of

establishing quorum: ...number...

ii. The required quorum of 66% of the members present was ...number...; the actual number of members present and voting was ...number....

3

iii. The number of members, present and voting in favor of requesting dismissal, meeting the 80% threshold of affirmative votes for passage of the request was ...number....

c. Riverside Presbytery Vote. The PRESBYTERY convened a meeting of the Presbytery to

vote on the approval of the request for dismissal and the terms of the Agreement on Saturday, March 18, 2017 at ...place....

3. Reformed Tradition. ECO, as a denomination operating in the reformed tradition, is an

acceptable body to receive ICPC pursuant to the requirement of the GDD&T and under the terms of the Book of Order.

4. Status of ICPC Teaching Elder. At the time of the proposed dismissal, and no later than

June 16, 2017, Rev. Richard Olson will be responsible for transferring, and shall transfer his affiliation to ECO, and shall cease to be a member of the Presbytery of Riverside and the Presbyterian Church (U.S.A.). If either the Congregation of ICPC or the Presbytery fails to approve this AGREEMENT, Rev. Olson will continue to honor his Covenant at ICPC, and remain a member of the Presbytery and PC (U.S.A.).

5. Status of ICPC Congregant Members. At the time of dismissal, and no later than June

16, 2017, all enrolled members of the ICPC congregation shall be transferred to the rolls of ECO, unless a member submits a written request to the PRESBYTERY and ICPC stating that he or she wishes to remain a member of PC (USA); such requests may be submitted at any time after the congregational meeting on January 8, 2017. ICPC shall mail written notification to each member of the congregation notifying him or her of this provision. ICPC agrees to make available, for the reasonable transition period of three [3] years, at times not in conflict with ICPC's worship schedule, church facilities on the ICPC campus for those members seeking to form a new worshipping community or seeking and transferring to another PC (USA) congregation.

6. Official Records. ICPC agrees to use its best efforts to locate and transfer to the Stated

Clerk of the PRESBYTERY all original copies of the ICPC Session and ICPC Congregation minutes, ICPC registers, and other ICPC ecclesiastical records through the date of dismissal from PC (USA) or June 16, 2017, whichever is later. ICPC may elect to pay for digitization of these records by the Presbyterian Historical Society, Philadelphia PA, with copies of the digitized records to be delivered to ICPC and the Stated Clerk of the PRESBYTERY; the original records shall be retained by the Presbyterian Historical Society.

7. Date of Dismissal. The transfer of ICPC to ECO will be considered complete and

effective when the Stated Clerk of the PRESBYTERY and Clerk of Session of ICPC receive written confirmation from ECO that ICPC has been officially received by ECO. The date of dismissal from the PRESBYTERY will be considered final on the date this Agreement is approved by a vote of the PRESBYTERY and all financial consideration set forth in Paragraph 8, below, including the new Note and Deed of Trust associated with the

4

54400 N. Circle Drive property, has been received by the PRESBYTERY and filed with the County of Riverside.

8. Financial Compensation and Terms. Consistent with the GDD&T, the following areas

require evaluation:

a. Per Capita. A onetime payment from ICPC to the Presbytery shall consist of the amount of per capita assessment for three [3] future years (2017 - 2019) calculated as $6,914.00. ICPC has made all per capita payments due through 2016.

b. Mission. A onetime payment from ICPC to the Presbytery shall be for mission and shall

be established as seven percent of ICPC's 2016 operating budget. The onetime mission payment shall be $11,900.00.

c. Church Property. Pursuant to Rule G-4.0203 of the Book of Order, ICPC holds in trust for

the benefit of PC (USA) the property and structures at 54400 N. Circle Dr., Idyllwild California 92549 with a total appraisal value of $1,420,000.00 (hereinafter "PROPERTY"). A onetime payment in the amount of $75,000.00 from ICPC to the PRESBYTERY shall be full consideration for said real property, all contents and personal property.

d. Payment. The total amount of consideration, including Per Capita, Mission and

Property consideration shall be $93,814.00 and shall be paid to the PRESBYTERY. The payment so made by ICPC shall occur on or before April 25, 2017, on condition that the PRESBYTERY approve this agreement at its current calendared meeting of March 18, 2017. The failure of the ICPC to make the timely payment as herein described shall render this AGREEMENT null and void unless otherwise agreed to in writing signed by both PARTIES prior to the time of said payment.

9. Reversionary Interest. The PARTIES agree that the PRESBYTERY, and its successors in

interest, shall retain a reversionary interest in the PROPERTY for a period of eight (8) years. This interest is to insure that ICPC, or its successor in interest, remain in an approved Reformed denomination for a period of the later of eight (8) years after dismissal from the PC (USA), or December 31, 2025. Pursuant to California Civil Code section 1110, should ICPC, or its successor in interest, cease to exist, or leave ECO, and fail to remain with a denomination recognized by the World Communion of Reformed Churches, ICPC or its successor in interest may only terminate the PRESBYTERY’S reversionary interest by payment of the sum of $1,345,000.00; failure to make such payment will result in said title to said Property remaining with the Presbytery. In any such instance wherein ICPC elects to leave ECO after the date of dismissal, ICPC shall have twelve (12) months to affiliate with another denomination member of the World Communion of Reformed Churches, before payment of said agreed upon sum. This AGREEMENT or a Memorandum of this interest, in a form reasonably satisfactory to the PRESBYTERY and ICPC shall be recorded in the real property records of Riverside County, California. ICPC agrees to promptly notify the Presbytery whenever it intends to sell,

5

transfer or otherwise encumber said real property; and with regard to any such sale, transfer or collateralization, the Presbytery retains the right of First Refusal. The Parties agree that any disputes arising out of this reversionary interest shall be submitted to binding arbitration under the rules of the United States Arbitration and Mediation Service; the arbitrator’s decision shall be final and legally binding and judgment may be entered thereon; each Party will be responsible for its share of the arbitration fees. If ICPC has not left ECO, or another denomination which is a member of the World Communion of Reformed Churches, within eight years of signing this Agreement and dismissal to ECO, the reversionary interest shall lapse and the PRESBYTERY, its successors or assigns, shall have no interest or claim whatsoever in said property. The PRESBYTERY shall, thereupon, record such document as is necessary or appropriate to cancel the Memorandum recorded pursuant to this section.

10. Filing Requirements. ICPC shall be responsible for and bear the cost of recording all

State and Federal documents necessary to transfer title to the PROPERTY, as a result of the final approval of this AGREEMENT.

11. Governing Law. This Agreement is entered into in the State of California, and shall be governed by the laws of such State.

12. Severability. If any portion of this agreement is deemed contrary to the laws of the

State of California, null, void or against public policy, for any reason, or is held by any court of competent jurisdiction to be illegal, null and void or against public policy, the remaining portions of the Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law, but only to the extent that performance of such remaining provisions would be inconsistent with the intent and purposes of this Agreement.

13. Entire Agreement. This Agreement, and the documents attached hereto or referenced herein, constitute the entire agreement between PARTIES hereto pertaining to the subject matter hereof and all prior and contemporaneous agreements, representations, negotiations and understandings of the PARTIES, oral or written, are hereby superseded and merged herein. The preceding sentence shall not affect the validity of any instrument executed by the PARTIES in the form of the exhibits attached to this AGREEMENT.

14. Counterparts. This AGREEMENT may be executed in counterparts, each of which shall

be deemed an original, but all of which, together shall be construed as one instrument.

15. Independent Review. The PARTIES acknowledge that each has had the opportunity to have this AGREEMENT independently reviewed by legal counsel of their choosing prior to its execution.

6

The Presbytery of Riverside Dated:______________________ By: ______________________________________________ Rev. Diane Frasher, Presbytery Stated Clerk By: ______________________________________________ Margaret Merhoff, President of the Corporation By: ______________________________________________ Warren Simmons, Treasurer of the Corporation Idyllwild Community Presbyterian Church Dated:______________________ By: _______________________________________________ Clerk of Session By: _______________________________________________ President of Corporation By: _______________________________________________ Treasurer of Corporation ICPC Draft 5, 2 December 2016