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ATTACHMENT 2r:( Joint use parking agreement between St. Clare's Episcopal -_ — Church and Chabad of the Tri-Valley This Agreement is made effective the_ day of June, 2017,by and between The episcopal Bishop of California:a corporation sole, f k a thein protestant E Isco al Bishopof California, a corporation sole,for and on behalf of St. Clare's Episcopal Church Pleasanton, profit corporation ("Chabad" California "St Clare's''`),and Chabad of the Tri-Valley, a California non. ) (together sometimes referred to as the "Parties"1• 1.0 Duration This agreement will be in effect for 50 years from the Effective Date (defined in Section 9.0 below), unless earlier terminated in accordance with the terms hereof,or until the Parties decide to terminate the agreement in writing. 2.0 Dispute Resolution The Parties agree to try to resolve disputes through good faith negotiations. If they are unable to resolve any disputes then the Parties agree to attempt to resolve the dispute first through mediation. Both sides shall agree on a single mediator who will mediate the dispute.The Parties shall each pay one-half of the mediation fees and costs associated with the mediation. If the dispute cannot be resolved through mediation, then the dispute shall be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a single arbitrator appointed under the AAA rules. In the event of arbitration, the Parties shall each pay one-half(1/2)of the AAA fees and arbitrator's fees 3.0 Property Sales If either property owned by the Parties(3350 Hopyard Road,Pleasanton or 3370 Hopyard Road, Pleasanton) is sold, the new owners will be bound by and benefit under this agreement until it expires or is terminated as set out in sections 1.0 or 9,0. 4.0 joint Use During the term of this Agreement,Chabad will be granted a non-exclusive license to use the existing Parking Lot owned by St. Care's and depicted on Exhibit A hereto (the"Parking Lot")solely for the parking of automobiles of the members,guests and employees of Chabad and the successors in title to its property. Any use by Chabad shall be shared in conjunction with the contemporaneous use of the Parking Lot by the Parking tot owner, St. Clare's, and St.Care's members,guests, employees, successors,and invitees. The Parties acknowledge that there will be days when one party or the other will need use of most or all of the Parking Lot and the Parties agree to work together to try to avoid conflicts on those days. Any disputes regarding use that cannot be resolved by the Parties shall be resolved in accordance with Section 2.0. 5,0 Maintenance and Landscaping St. Clare's will have the right to control and contract with third-Parties for the maintenance of the Parking Lot and any Capital improvements to the Parking Lot. The Parties agree that expenses for maintaining the Parking Lot will be shared equally. Chabad shall pay its 50% share of the costs of n,aintenanLe of the Parking lot wither 15 clays after receipt of invoices or statements of costs incurred from St. care's. Notwithstanding the above, while this agreement is in effect,St.Clare's will maintain,at its sole cost and expense, the landscaping in the two islands 1