SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by, between, and among 

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Tum berry Bank 

("FDIC-R"), and MARIA C. ARRIOLA VELEZ, P.A. and MARIA C. ARRIOLA VELEZ 

(collectively the "Settling Defendants") (individually, the FDIC-R and the Settling Defendants 

may be referred to herein as "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to July 26, 2010, Tumberry Bank {"Bank") was a depository institution organized 

and existing under the laws of the United States; 

On July 26, 2012, the federal Office of Thrift Supervision closed the Bank and pursuant 

to 12 U.S.C. § 182l{c) the Federal Deposit Insurance Corporation was appointed receiver. In 

accordance with 12 U.S.C. § 1821(d), the FDIC-R succeeded to all rights, titles, powers and 

privileges of the Bank, including those with respect to its assets. 

Among the assets to which the FDIC-R succeeded were all of the Bank's claims, 

demands, and causes of actions against its fonner directors, officers, and employees arising from 

the perfonnance, nonperfonnance, and manner of perfonnance of their respective functions, 

duties and acts as directors, officers, and employees of the Bank; 

On May 6, 2012, the Bank filed a complaint for money damages against the Settling 

Defendants. Those claims for damages are now pending in the Circuit Court of the llth Judicial 

Circuit in and for Miami-Dade County, Florida, Case No. 10-26919 CA (22) (the "Action"). 

The Settling Defendants have denied liability in the Action. 

The undersigned Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty and expense of further litigation. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the 
undersigned Parties agree, each with the other, as follows: 

SECTION 1: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before thirty (30) 

calendar days following the date the FDIC-R executes this Agreement, the Settling Defendants 

agree to pay the FDIC-R the sum of $125,000 (the "Settlement Payment"). 

B. The Settling Defendants shall deliver the Settlement Payment to the FDIC-R by 

check payable to "FDIC as Receiver for Tumberry Bank, Aventura, FL ( 10261 ). The check shall 

be mailed to Hilda Piloto, c/o Arnstein & Lehr LLP, 200 South Biscayne Blvd, Suite 3600, 

Miami, Florida 3 3131. 

In the event that the Settlement Funds are not delivered to the FDIC-R (or its counsel) by 

March 15, 2014 interest shall accrue on all unpaid amounts at the rate of 5% per annum from 

March 15,2014 until the date of payment. However, if said Settlement Funds are not delivered 

to the FDIC-R by March 15, 2014 as a result of the FDIC-R's failure to execute this Agreement, 

no interest shall accrue until five days after the FDIC-R executes the Agreement. 

C. lf the FDIC-R does not receive the Settlement Payment in full on or before the 

date determined by subsection A above, then the FDIC-R, in its sole discretion, shall have the 

right at any time prior to receipt of the Settlement Payment in full (including all accrued interest) 

to: 

I. Extend the period of time for the Settlement Payment, including interest accruing 

from the date determined by subsection A above, through the date of payment at a rate calculated 

in accordance with 26 U.S.C. § 6621(a)(3); or 

2. Enforce this Agreement, in which event the Settling Defendants and Insurer agree 

to jurisdiction in the Circuit Court of the 1 1 th Judicial Circuit in and for Miami-Dade County, 

Florida and to pay all of the FDIC-R's reasonable attorney's fees and costs expended in 

enforcing the terms of this Agreement; or 

3. Terminate the Agreement, move to vacate any dismissal order, to which the 

Settling Defendants agree to consent, and re-institute the Action on the FDIC-R's claims. The 

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Settling Defendants further agree to waive any statute of limitations that would bar any of the 

FDIC-R's claims and waive all objections, defenses, claims or counterclaims, and covenant and 

agree not to assert any objections, defenses, claims or counterclaims that did not exist or were 

otherwise unavailable as of the date this Agreement was fully executed; and/or 

4. Seek any other relief available to it in law or equity. 

Any extension of time under Section I.C.l for delivery of the Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not prejudice the FDIC-R's rights to take 

any of the actions set forth in Section I.C.2 through I.C.4 at any time prior to receipt of 

Settlement Payment (including all accrued interest) in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the latter of(l) full execution of this Agreement by each of 

the Parties, and (2) receipt of the Settlement Payment, plus any accrued interest, the FDIC-R 

shall file a stipulation of dismissal with prejudice, executed by the attorneys for all Parties 

hereto, in the form attached hereto as Exhibit A, in the Action. 

SECTION III: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section III.D., 

the FDIC-R, for itself and its successors and assigns, hereby releases and discharges: 

I. the Settling Defendants and their respective heirs, executors, trustees, 

administrators, representatives, insurers, successors, and assigns, from any and all claims, 

demands, obligations, damages, actions, and causes of action, direct or indirect, in law or in 

equity, belonging to the FDIC-R, that arise from or relate to, the claims alleged in the Action. 

B. The Settling Defendants' Release. 

Effective simultaneously with the release granted in Section III.A. above, the Settling 

Defendants, on behalf of themselves individually, and their respective heirs, executors, 

administrators, agents, representatives, attorneys, insurers, successors, and assigns, hereby 

release and discharge the FDIC-R, and its employees, officers, directors, representatives, 

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attorneys, successors and assigns, from any and all claims, demands, obligations, damages, 

actions, and causes of action, direct or indirect, in law or in equity, that arise from or relate to, 

the claims asserted in the Action. 

D. Exceptions from Releases By FDIC-R. 

1. Notwithstanding any other provision of this Agreement, the FDIC-R does not 

release, and expressly preserves fully and to the same extent as if this Agreement had not been 

executed, any claims or causes of action: 

a. against the Settling Defendants or any other person or entity for liability, if 

any, incurred as the maker, endorser or guarantor of any promissory note or indebtedness 

payable or owed by them to FDIC-R, the Bank, other financial institutions, or any other person 

or entity, including without limitation any such claims acquired by FDIC-R as successor in 

interest to the Bank or any person or entity other than Bank; and 

b. against any person or entity not expressly released by the FDIC-R in this 

Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing . in this 

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it is 

authorized to seek pursuant to its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision of this Agreement, this Agreement does not 

purport to waive, or intend to waive, any claims that could be brought by the United States 

through the Department of Justice, the United States Attorney's Office for any federal judicial 

district, or any other department or agency of the United States as defined by 18 U.S.C. § 6. In 

addition, the FDIC-R specifically reserves the right to seek court-ordered restitution pursuant to 

the relevant provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663, et. ~'if 

appropriate. 

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SECTION IV: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Settling Defendants are or were shareholders of the Bank or its 

holding company and by virtue thereof are or may be entitled to a dividend, payment, or other 

distribution upon resolution of the receivership of the Bank or proceeds in any litigation that has 

been or could be brought against the United States based on or arising out of, in whole or in part, 

the closing of the Bank, or any alleged acts or omissions by the Federal Deposit Insurance 

Corporation, the FDIC-R, the United States government, or any agency or department of the 

United States government in connection with the Bank, its conservatorship, or receivership, 

Settling Defendants hereby knowingly assign to the FDIC-R any and all rights, titles, and interest 

in and to any and all such dividends, payments, or other distributions, or proceeds. 

SECTION V: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they are Parties hereto or are authorized to sign this Agreement on behalf of the respective Party, 

and that they have the full power and authority to bind such Party to each and every provision of 

this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned Parties and their respective heirs, executors, administrators, representatives, 

successors and assigns. 

B. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has 

consulted with and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has been explained to that Party by his or her counsel. 

SECTION VI: Reasonable Cooperation 

A. The Parties agree to cooperate in good faith to effectuate all the terms and 

conditions of this Agreement, including doing, or causing their agents and attorneys to do, 

whatever is reasonably necessary to effectuate the signing, delivery, execution, filing, recording, 

and entry, of any documents necessary to perform the tenns of this Agreement. 

SECTION VII: Other Matters 

A. No Admission of Liabilitv. The undersigned parties each acknowledge and agree 

s 
that the matters set forth in this Agreement constitute the settlement and compromise of disputed 

claims and defenses, that this Agreement is not an admission or evidence of liability or infirmity 

by any of them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Party except to enforce its tenns. 

B. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more of the Parties and all such counterparts when so executed shall together constitute 

the final Agreement, as if one document had been signed by all Parties; and each such 

counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

Parties subscribed thereto upon the execution by all Parties to this Agreement. 

C. Choice of Law. This Agreement shalt be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the laws of the State of Florida. 

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and by email, to the following: 

If to the FDIC-R: 

If to the Settling Defendants: 

Phillip M. Hudson III 

Arnstein & Lehr LLP 

200 South Biscayne Blvd., Suite 3600 

Miami, Florida 33131 

KeMeth S. Pollock 

Shendell & Pollack, P .L. 

2700 N. Military Trail, Suite 150 

Boca Raton, Florida 33443 

E. Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the undersigned parties concerning the matters 

set forth herein and supersedes any prior agreements or understandings. This Agreement may 

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

by the Parties bound thereby, or by their respective authorized attomey(s), or other 

representative( s ). 

F. Titles and Captions. All section titles and captions contained in this Agreement 

are for convenience only and shall not affect the interpretation of this Agreement. 

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(b)(6) 

IN WITNESS WHEREOF, the Parties hereto have caused this Abrrecment to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Date: ____ _ 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR TURNBERRY BANK 

BY: 

TITLE:-------------

PRINT NAME:-----------

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TITLE: :J ( t' ~ {,.({J ~:-f-· ) 

PRINT NAME: fvln1ltft f . /tt?tlCUA f/~ 

MARIA C. ARRIOLA VELEZ , ' 

(b)(6) H oafe: ;fft>r/11 H Hsv:____..l_----------············!!!!!!!!!!············ .... ···········-···········-··· ------------J 

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TITLE: _____________ "'" 

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(b)(6) 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEI;ER FOR ~URNBERRY BANi 

Date: t.irtl~tt:\-- BY;;;:-;-------1 --"1~-==--=--=--=-~~-=-------'--­ TITLE: C.ou?l J ~~~ D!vi~i<JV\ 

PRINT NAME: ~""""~_5. l..ulL 

Date: ____ _ 

Date: ____ _ 

.MARIA C. ARRIOLA VELEZ, P.A. 

BY: _________________________ __ 

TITLE: __________ _ ____ __ 

PRINT NAME: ______ ___ _ 

MARIA C. ARRIOLA VELEZ 

BY: 

------------------------- TITLE: ______________________ _ 

PRINT NAME: _ _________ _ ____ _ 

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