AGREEMENT FOR DISMISSAL OF WEST VALLEY PRESBYTERIAN CHURCH AND MUTUAL RELEASE OF CLAIMS

AGREEMENT FOR DISMISSAL OF WEST VALLEY PRESBYTERIAN CHURCH AND MUTUAL RELEASE OF CLAIMS This Agreement For Dismissal of West Valley Presbyterian Church in Cupertino, California from the Presbyterian Church (U.S.A.) to the ECO: A Covenant Order of Evangelical Presbyterians ( Receiving Denomination ) and Mutual Release of Claims (hereinafter, Agreement ) is entered into by West Valley Presbyterian Church and all affiliated, subsidiary, and related persons or entities ( Church ) and by the Presbytery of San Jose and all affiliated, subsidiary, and related persons or entities ( Presbytery ). The Church and the Presbytery are hereinafter collectively referred to as the Parties. RECITALS 1. The Presbyterian Church (U.S.A.) (hereinafter PC(USA) ) is a non-profit religious corporation and religious denomination in the United States of America. 2. Presbytery is a non-profit religious corporation and an ecclesiastical body of the PC(USA). The Presbytery s geographical jurisdiction includes the California counties of Santa Clara, Santa Cruz, San Benito, and Monterey. 3. The Constitution of the PC(USA) includes the Book of Order. Section G-4.02 of the Book of Order contains the PC(USA) s rules governing the use of church property and decisionmaking process for church property. Section G-4.02 contains, among others, the following provisions: G-4.0203 Church Property Held in Trust All property held by or for a congregation, a presbytery, a synod, the General Assembly, or the Presbyterian Church (U.S.A.), whether legal title is lodged in a corporation, a trustee or trustees, or an unincorporated association, and whether the property is used in programs of a congregation or of a higher council or retained for the production of income, is held in trust nevertheless for the use and benefit of the Presbyterian Church (U.S.A.) Page 1 of 10

G-4.0204 Property Used Contrary to the Constitution Whenever property of, or held for, a congregation of the Presbyterian Church (U.S.A.) ceases to be used by that congregation as a congregation of the Presbyterian Church (U.S.A.) in accordance with this Constitution, such property shall be held, used, applied, transferred, or sold as provided by the presbytery. 4. The Presbytery adopted a Gracious Dismissal Policy providing a process whereby churches within the Presbytery s jurisdiction could seek dismissal from the PC(USA) to another reformed denomination. 5. Church is a California non-profit religious corporation located in the City of Cupertino, County of Santa Clara, State of California, and is a member of the Presbytery and the PC(USA). 6. Church notified the Presbytery of its desire to be dismissed from the PC(USA) to another reformed denomination pursuant to the Gracious Dismissal Policy. 7. On or about December 7, 2014, the Church congregation, at a congregational meeting called by the Presbytery Committee on Ministry, voted to confirm the request of the Session of the Church to seek dismissal, with property, from the PC(USA) and requested to be dismissed to the Receiving Denomination pursuant to the terms of this Agreement. 8. The Parties desire to fully and finally resolve the terms of Church s dismissal from the PC(USA) to the Receiving Denomination, as well as all issues and existing or potential disputes arising out of or related to dismissal of Church from Presbytery and the PC(USA). TERMS & CONDITIONS Now, therefore, in consideration of the mutual covenants, terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows: 1. Dismissal of Church from PC(USA) to Receiving Denomination. Upon the Effective Date of Dismissal, as defined herein, Church will be dismissed from the PC(USA) to the Receiving Denomination. This Agreement is admissible and subject to disclosure to enforce or uphold the terms of this Agreement and this document is fully binding on all Parties. Page 2 of 10

2. Incorporation of Recital Terms. The Parties hereby incorporate as true all of the facts contained within the Recitals as though set forth in full herein and acknowledge that such incorporation is integral to this Agreement. 3. Church will retain its corporate entity as West Valley Presbyterian Church. This shall include the retention of all affiliated organizations, licenses, and rights of the existing corporate entity. The Church represents and warrants to the Presbytery and PC(USA) that Church is a corporation in good standing with the California Secretary of State and with respect to all federal, state and local tax matters, all other regulatory/licensing issues, and to its actual knowledge is not aware of any outstanding claims or other potential liabilities arising out of or related to the Church s acts or omissions, including any acts or omissions of its past and present successors, assigns, shareholders, officers, directors, employees, invitees, clients and agents whether prior or subsequent to the date of this Agreement. 4. For and in consideration of the promises and covenants contained in this Agreement, Church agrees to pay to Presbytery the amount of $300,000 ( Consideration ) on or before the Effective Date of Dismissal. Nothing in this Agreement shall be construed as relieving Church of its obligations to repay any outstanding loans to the PC(USA) or any of PC(USA) s affiliates or related entities or any of the terms or conditions applicable to such loans. If PC(USA) or any of PC(USA) s affiliates or related entities has forgiven any portion of a loan or other indebtedness of the Church in the ten years prior to the date Church requested that a Presbytery Engagement Team be formed pursuant to the Gracious Dismissal Policy, then Church shall also pay the amount forgiven in addition to the Consideration listed above before the Effective Date of Dismissal. 5. Church shall retain all personal property in its possession, including but not limited to bank accounts, investments, documents, furniture, fixtures, musical instruments, and music, and shall also retain any and all gifts, bequests, legacies, trusts and estates provided to, owned by or given to Church (hereinafter Church Personal Property ). The Presbytery and/or the PC(USA) shall retain any gifts, bequests, legacies, trusts and estates, known or unknown that specifically designate gifts, bequests or provide benefits to the Presbytery and/or PC(USA), whether or not either Party is aware of any such gift, bequest or benefit. Page 3 of 10

6. Upon the occurrence of the Effective Date of Dismissal and after Church has paid any other amounts due under this Agreement, Presbytery will execute and deliver one or more grant deeds conveying to Church the real property listed on Exhibit A ( Church Real Property ), which is attached hereto and incorporated herein, and any other documents necessary or appropriate, in satisfactory form, to convey all real property currently in the Church s possession to the Church. The grant deed shall be immediately recorded by the Church and follow the form in Exhibit B, which is attached hereto and incorporated herein. For the real property located at 6191 Bollinger Road, Cupertino, California, 95014, the grant deed shall include the following language: To Grantee, a fee simple subject to the following conditions subsequent, each of which constitutes a separate and independent power of termination of the fee simple estate by the Grantor and its heirs and assigns pursuant to California Civil Code section 885.010 et seq.: (1) that the property be used for church purposes, and upon ceasing to be used for church purposes at any time on or before 10 years after the Effective Date of Dismissal, shall revert to the Grantor and its heirs and assigns; or (2) that, if Grantee ceases to be a member of ECO: A Covenant Order of Evangelical Presbyterians or another reformed denomination approved by Grantor for 60 consecutive days or longer at any time on or before 10 years after the Effective Date of Dismissal, then the property shall revert to the Grantor and its heirs and assigns. The Church s sale or transfer of the Church Real Property shall constitute the cessation of the use of the Church Real Property for church purposes relative to any parcel subject to the conditions subsequent as described herein. If Church desires to sell or transfer any of the Church Real Property so that the proceeds may be reinvested in a new church property to be used for church purposes ( Substitute Property ), then the Presbytery agrees to waive the conditions subsequent with respect to the Church Real Property if all of the following conditions are met: (a) the Church Real Property is sold for fair market value as determined by an independent appraisal; and (b) the Church executes and records a deed restriction against the Substitute Property in favor of the Presbytery giving the Presbytery the same rights in the Substitute Property as are provided by the two conditions subsequent listed in this paragraph 6 (with the time-frame for the reversion adjusted to account for the passage of time). Before any sale or transfer of any Church Real Property or Substitute Property, Church shall provide at least 90 days prior written notice Page 4 of 10

to the Stated Clerk of the Presbytery and provide any information requested by the Presbytery regarding the sale of the property. Upon request of the Church, the Presbytery in its sole discretion may elect to waive its rights to enforce the conditions subsequent. In the event Church ceases to be a member of the Receiving Denomination or another reformed denomination approved by Presbytery for 60 consecutive days or longer at any time on or before 10 years after the Effective Date of Dismissal, notwithstanding any other rights herein, and concurrent there with, Church shall execute and deliver to the Presbytery a grant deed conveying each Church Real Property that is subject to the conditions subsequent as described herein to the Presbytery within 90 days of Church ceasing to be a member of the Receiving Denomination or another reformed denomination approved by the Presbytery. If Church desires to use the Church Real Property that is subject to the conditions subsequent as described or improvements thereon as security or collateral for purposes of obtaining a loan or other financing, then the Church and the Presbytery shall meet and confer to determine how and whether this may be accomplished without impairing the Presbytery s interests in the Church Real Property. 7. Promptly after the Effective Date of Dismissal, Church shall obtain a new tax exempt status to reflect the fact that it is no longer part of the PC(USA). 8. Church will pay all costs associated with implementing this Agreement, including but not limited to any costs of transferring the Church Property, joining the Receiving Denomination, and obtaining a new tax-exempt status, if necessary. Except as expressly provided in this Agreement, neither Party shall owe the other Party any kind of breakup or other separation fee. 9. Pursuant to the Book of Order (G-3.0107), once a congregation ceases to be a congregation of the PC(USA), the official records of the congregation are owned by the Presbytery. Accordingly, within thirty (30) days of the execution of this Agreement, Church shall deliver to the Presbyterian Historical Society in Philadelphia, Pennsylvania ( PHS ), Church s official and original records, which include all of Church s original session records, congregational meetings, membership rolls, and records of baptisms, marriages, and memorial services that are maintained by Church. If Church wishes to retain the originals of all records, Page 5 of 10

Church must inform PHS and pay PHS for the costs associated with the creation of microfilm of the records by PHS. Alternatively, Church can elect to retain copies of the records for itself and provide the originals to the Stated Clerk of the Presbytery within thirty (30) days of the execution of this Agreement. 10. By this Agreement the Presbytery conveys to Church any interest the Presbytery or PC(USA) has or had in all of Church s personal property, including but not limited to bank accounts, investments, documents, furniture, fixtures, musical instruments, music and any other asset or property, whether or not specifically identified herein, currently in the possession of Church. 11. As of the date of this Agreement, the Presbytery and the Church represent that they are not aware of any judgments against Church or any property, real or personal, in Church s possession. 12. The Effective Date of Dismissal as that phrase is used in this Agreement shall be when all of the following conditions have been met and no earlier: a. the Agreement is executed by both Parties; b. more than 90 (ninety) days have passed since the approval of this Agreement by majority vote of the Presbytery; c. the Church has provided satisfactory evidence to the Presbytery that the Presbytery is affirmatively released from any and all liability from any lenders or creditors of Church; and d. the Receiving Denomination has confirmed in writing to the Stated Clerk of the Presbytery that it will be receiving the Church as a member congregation concurrent with the dismissal from the Presbytery. 13. Promptly upon approval of the terms of this Agreement by both Parties, at the sole cost of the Church, a letter shall be sent to all members on Church s rolls informing them of their option to remain in the PC(USA), if they so desire, as well as the steps that they should take to remain in the PC(USA). The letter shall be prepared by the Church and approved by the Stated Clerk of the Presbytery or a designee thereof. Page 6 of 10

14. Upon satisfaction of the Parties obligations set forth in this Agreement, the Parties, on behalf of themselves, their agents, attorneys, representatives, predecessors, successors and assigns, for valuable consideration, the receipt of which is hereby acknowledged, do hereby release and forever discharge each other, and each of their respective parent corporations, subsidiaries, affiliates, successors, predecessors, trustees, assigns, investors, past, present or future employees, officers, directors, insiders, shareholders, representatives, agents, servants, insurers, attorneys, and any and all other persons, entities and agencies operating on their behalf, (collectively the Released Parties ) of and from any and all claims, causes of action, damages, losses, expenses, compensation, reimbursements, liabilities, rights, costs, suits, debts, and other claims of any kind whatsoever, whether known or unknown, whether liquidated or unliquidated, whether matured or unmatured, whether individual or joint, whether asserted or not, whether in law, equity or otherwise that they have against the Released Parties, or which may hereafter accrue or otherwise be acquired on account of or in in any way, relating to the Church s prior association with the Presbytery or PC(USA) ( Released Matters ). 15. Church shall defend, indemnify, and hold the Presbytery and PC(USA) and its officers, agents, members, successors and assigns harmless from any and all claims, damages, actions, causes of action, liabilities, judgments, liens, contracts, agreements, rights, debts, suits, obligations, promises, acts, costs and expenses (including but not limited to attorney s fees), damages and charges whatsoever arising from or in any way related to Church s operations, both ecclesiastical and corporate, whether prior to or subsequent to the date of this Agreement. The Presbytery and PC(USA) shall promptly notify Church of any occurrences that may trigger Church s obligations under this provision. 16. Except as disclosed in writing to the Presbytery, Church warrants that it does not hold any endowments naming the PC(USA) as a beneficiary, either primary or contingent. 17. Each party covenants to execute, with acknowledgment or affidavit if required, and deliver any and all documents and writings which the other party may reasonably request in order to perform the transactions contemplated by this Agreement, including but not limited to executing all necessary documents related to Church s dismissal to the Receiving Denomination. Page 7 of 10

18. This Agreement may be executed in multiple counterparts by the Parties hereto, and all of said counterparts taken together shall constitute one and the same Agreement, and facsimile and scanned (PDF) signatures shall be the equivalent of original signatures. 19. If any provision of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and may be enforced to the fullest extent permitted by law. 20. This Agreement is the result of negotiations between and among the Parties and each of them. It has been reviewed by the Parties and each of them and accordingly it shall be deemed to be the product of all the Parties hereto and, no ambiguity shall be construed in favor of or against any one of the Parties hereto. 21. This Agreement constitutes the entire agreement between the Parties and, each of them. Any inducements, representations, warranties, promises, or understandings that are not expressly stated herein shall not be binding on the Parties or, any of them, or have any force or effect. This Agreement shall supersede any and all other agreements, writings, promises, representations, or understandings between the Parties and, each of them. 22. The terms and conditions of this Agreement may be modified or amended at any time by agreement of the Parties. Any such amendment or modification shall be ineffective to modify this Agreement in any respect unless it is in writing and signed by both Parties. 23. No waiver of any rights under this Agreement shall be effective unless it is in writing signed by the Party against whom such waiver is sought to be enforced. The failure by any Party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such Party. 24. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The Parties specifically agree that the exclusive jurisdiction and venue with respect to all disputes arising hereunder shall be in the courts of Santa Clara County, California, where California law applies to the exclusion of federal law, or in the federal District Court for the Northern District of California, where Federal law may apply. Page 8 of 10

25. In any legal action or proceeding instituted to enforce the terms of this Agreement, to seek a declaration of rights in conjunction herewith, or otherwise relating to or arising out of this Agreement, whether in tort or contract, the prevailing or successful party shall be entitled to recovery of its reasonable attorneys fees, costs, and other expenses, taxable or otherwise, notwithstanding whether the action or proceeding proceeds to trial or hearing. This attorney fee provision shall be construed under Code of Civil Procedure 1021. 26. Each party hereto represents and declares in executing this Agreement that they have the power and authority to settle the matters as set forth herein and that each party s signatory is duly authorized and empowered to sign this Agreement on behalf of their respective Party. The foregoing warranty and representation as to the Presbytery relates only to the Presbytery s own power and authority, as it may be granted or qualified under the current PC(USA) Book of Order. 27. Concurrent with the dismissal of Church on the Effective Date of Dismissal, the membership of the Rev. Kim Engelmann in the Presbytery will be transferred to the Receiving Denomination at her request. The Presbytery will provide confirmation of his membership in good standing to the Receiving Denomination upon written request to the Stated Clerk by the Receiving Denomination prior to the Effective Date of Dismissal. The undersigned have read, understood and hereby agree to all of the terms of this Agreement. Dated: West Valley Presbyterian Church By: Clerk of Session Page 9 of 10

Dated: West Valley Presbyterian Church By: Its: (Ruling Elder and Officer of Corporation) Dated: Presbytery of San Jose The Rev. John E. Kelso Stated Clerk Dated: Presbytery of San Jose The Rev. Mark Peake Moderator Page 10 of 10

Exhibit A Church Real Property 6191 Bollinger Road, Cupertino, California, 95014 Legal Description: [TO BE OBTAINED]

Exhibit B Recording requested by: The Presbytery of San Jose When Recorded Mail To: The Presbytery of San Jose 888 N. First Street, Suite 320 San Jose, CA 95112 SPACE ABOVE FOR RECORDER S USE GRANT DEED RECITALS WHEREAS, the Presbyterian Church (U.S.A.) (hereinafter PC(USA) ) is a non-profit religious corporation and religious denomination in the United States of America; and WHEREAS, the Presbytery of San Jose (hereinafter Grantor ) is a non-profit religious corporation and an ecclesiastical body of the PC(USA), and the Grantor s geographical jurisdiction includes the California counties of Santa Clara, Santa Cruz, San Benito, and Monterey; WHEREAS, the Constitution of the PC(USA) includes the Book of Order, which contains the PC(USA) s rules governing the use of church property and decision-making process for church property. Among other things, section G-4.02 of the Book of Order includes the following provisions: G-4.0203 Church Property Held in Trust All property held by or for a congregation, a presbytery, a synod, the General Assembly, or the Presbyterian Church (U.S.A.), whether legal title is lodged in a corporation, a trustee or trustees, or an unincorporated association, and whether the property is used in programs of a congregation or of a higher council or retained for the production of income, is held in trust nevertheless for the use and benefit of the Presbyterian Church (U.S.A.) G-4.0204 Property Used Contrary to the Constitution Whenever property of, or held for, a congregation of the Presbyterian Church (U.S.A.) ceases to be used by that congregation as a congregation of the Presbyterian Church (U.S.A.) in accordance with this Constitution, such property shall be held, used, applied, transferred, or sold as provided by the presbytery WHEREAS, the [insert name of church] ( Grantee ) is a member of the Presbytery of San Jose and the PC(USA); WHEREAS, Grantee notified the Grantor of its desire to be dismissed from the PC(USA), and Grantor agreed to dismiss Grantee to another reformed denomination in accordance with the terms and conditions of an Agreement for Dismissal and Release of Claims between the Grantor and Grantee dated [insert date of agreement] (hereinafter, Dismissal Agreement ); and Page 1 of 2

Exhibit B WHEREAS, pursuant to the Dismissal Agreement, the Effective Date of Dismissal is [insert date]. GRANT DEED In accordance with the Dismissal Agreement, Grantor grants to Grantee a fee simple in the real property in [city and county], California described as Church Campus Real Property on Exhibit A, which is attached hereto and incorporated in this Grant Deed (the Property ). This grant is made expressly subject to the following conditions subsequent, each of which constitutes a separate and independent power of termination of the fee simple estate by the Grantor and its heirs and assigns pursuant to California Civil Code section 885.010 et seq.: (1) that the Property be used for church purposes, and upon ceasing to be used for church purposes at any time on or before 10 years after the Effective Date of Dismissal, shall revert to the Grantor and its heirs and assigns; or (2) that, if Grantee ceases to be a member of ECO: A Covenant Order of Evangelical Presbyterians (or another reformed denomination approved by Grantor) for 60 consecutive days or longer at any time on or before 10 years after the Effective Date of Dismissal, then the Property shall revert to the Grantor and its heirs and assigns. Dated as of: GRANTOR: The Presbytery of San Jose By: Name: Title: DOCUMENTARY TRANSFER TAX STATEMENT This transfer is subject to a documentary transfer tax in the amount of $[amount], which has been paid by Grantee. GRANTEE: [Name] By: Name: Title: [Acknowledgments] Page 2 of 2