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MUTUAL RELEASE AND SETTLEMENT AGREEMENT
<br />1. WHEREAS, Dan Berrey, Dan Berry, Inc. and Courthouse Square,
<br />Inc., ("Berrey"); and Salem Area Mass Transit District, an Oregon
<br />municipal corporation ("Cherriots") and Marion County, a political
<br />subdivision of the State of Oregon, ("County") (collecti~rely "the
<br />parties") have now resolved their differences and desire to settle and
<br />compromise completely all obligations, disputes, and claims between
<br />them, known or unknown, arising directly, indirectly, or derivatively
<br />out of the planned development of a building project to include private
<br />retail and office space, a transit mall and county offices commonly
<br />known as the Courthouse Square Project (the "Project").
<br />2. This mutual release and settlement agreement is given in
<br />connection witli the compromise of disputed claims. Nothing contained
<br />herein shall be construed as an admission of liability by any party,
<br />and each hereby expressly deny liability.
<br />3. The parties have agreed and do represent that no promise,
<br />inducement or agreement not herein expressed has been made between the
<br />parties, and that this release contains the entire agreement between
<br />the parties hereto and that there are no other terms outside of this
<br />agreement whether written or oral and that the terms of this release
<br />are contractual and not a mere recital, and shall supersede aIl prior
<br />communications, representations, or agreements, either written or oral,
<br />between the parties herein.
<br />4. This release and settlement agreement shall bind and enure to
<br />the benefit of the parties, their present and former representatives,
<br />agents, employees, attorneys, officers, directors, shareholders,
<br />partners, both limited and general, and successors and assigns.
<br />5. The parties giving releases represent, warrant, and agree
<br />that, on their behalf, there are no insurance companies or other
<br />persons, agencies, or organizations, firms or concerns, that have or
<br />will have any part, lien, or claim against the other party being
<br />released arising out of the Project, by subrogation, assignment, or
<br />otherwise, and that the parties will save and hold each other harmless
<br />from anyone claiming or purporting to have such interest.
<br />6. If any suit, action, or other proceeding shall be instituted
<br />relating to any term or condition of this agreement or relating to any
<br />of the rights, duties or obligations arising under it, the prevailing
<br />party shall be entitled to recover from the other party, in addition to
<br />costs and disbursements allowed by law, such sum as the trial and each
<br />appellate court may adjudge reasonable as an attorney's fee in such
<br />suit, action or other proceeding, and in any appeal thereof. Such sum
<br />shall include an amount estimated by the Court as the reasonable costs
<br />and fees to be incurred by the prevailing party in collecting any
<br />monetary judgment or award or otherwise enforcing each order, judgment
<br />or decree entered in such suit, action, or other proceeding.
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