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<br />~ EXHIBIT 21
<br />'______ __ MUTUAL RELEASE AND SETTLEMENT AGREEMENT
<br />' l. 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") (collectivelf "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 with 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 all 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 />' S. 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 reasoiiable as an attorney' s fee in such
<br />suit, ac~ion 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.
<br />Page 1- MUTUAL RELEASE AGREEMENT
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