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' ~ , ..--.~ ~ , ..~~ ` ~~~ ' 7. The persons executing and deliverin this a reem n g g e t on behalf of the parties represent and warrant that they are duly authorized to ' do so and that the execution of this agreement is the lawful and voluntary act of each of the parties. ' 8. The undersigned hereby expressly assume the risk of any mistake of fact and of any facts proven to be other than or di£ferent from the facts now known to any of the parties to this Agreement or believed by them to exist. It is the e~cpressed intent of the parties ' to this Agreement to settle and adjust, finally and forever, without regard to who may or may not be correct in any understanding of the fact or law relating to this controversy. ' 9. By execution of this agreement the parties represent that they have reviewed each term of this agreement with their counsel and that hereinafter they shall not deny the validity of this agreement. ' 10. No provisions of this A reement ma b g y e modified, changed, amended, or waived, except by a writing signed by the parties. ' 11. The parties all agree to bear their own costs, attorneys' fees, and any and all other expenses incurred in or associated with ' this dispute. THE SPECIFIC TERMS FOR THE PARTIES OF THIS AGREEMENT ARE AS FOLLOWS: ' (A) Berrey shall transfer to the Count arid Cherriots own Y ership to plans, specifications, and other information related to ' the Project, except economic analysis regarding Berrey's potential ownership of the retail building space. ' (B) Berrey shall cause the Agreement between Marion County and Prudential Real Estate Professionals, executed in January 1997, which made Prudential Real Estate Professionals an ' agent for purposes of leasing space in the Project, to be terminated. Prudential Real Estate Professionals will retain a right to 3o commission as lessees' agent for previously identified potential tenants. ' (C) Marion County and Salem Area Mass Transit District agree to pay all outstanding bills of Berrey from Arbuckle Costic, ' Architects, and Pence/Kelly Construction, Contractor related to the Project. Berrey agrees that County and Cherriots may continue to use Arbuckle Costic and Pence/Kelly Construction in completion of the Project. ' (B) Each party agrees that all other parties have roceeded in P good faith throughout the Project and has made substantial ~ and favorable contribution toward successful completion of the Project. ~ Page 2- MUTUAL RELEASE AGREEMENT