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

the fo llowing undersigned parties: 

The P1ainti1T f ederal Deposit Insurance Corporation ac; Receiver for 1st Pacific Hank o f 

Califomia C'FDIC-R"), and Appraisal Pacific, Inc. ("API") (individually, the J7DIC-R and API 

may be referred to herein as "P~u·ty" and collectively as the "Parlies"). 

REClTA'l.S 

WHI-:RE/\S: 

Prior to May 7, 2010, 1st Pacific Bank of Califomia ('•Bank") was a depository institLLtion 

organized and existing under the laws of California; 

On lv!ay 7, 2010, the California D epartment of Financial Institutions c losed thr: H:'lnk and 

pursuant to 12 U.S.C. § 182l(c), the Federal Deposit Insurance Corporation was appointed 

Receiver. Tn accordance w ith 12 l J .S.C. § 1821 (d), the FDIC-R succeeded to all rights, titles, 

powers and privileges of the Dank, including those with respec;t to its assets. 

A mong thr. assc:ts lo which the FDIC-R succeeded were all of the Bank's claims, 

demands, and causes of action against a11y p~rson employed or retained by the Dank or any 

Subsidiary of the l3ank. on or prior to the Bank's clnsing arising out of any act or omission of 

such person in such capaci.ty; 

On Jannary 10, 201 4, the FDIC-R filed a complaint for money damages against, among 

' 

others, API, tor appraiser liability claims relating to appraisals provided to the Dank. Those 

cl aims for damages are nl\W pending in the United States District Court for the Southern District 

of California in FDIC as Receiverfor l.sr Pacific Bank of California v. Appraisal Pacific. Inc., 

Case 1\o. 3:14-cY-000 -H~BLM ("Action''). API. has denied liability in the .1\.ction. 

In the .1\.ction, I'DIC-R also named as detl.~ ndants Jolm C. Ag<unata and Agamata 

Appraisal Company. On July 8, 2014, Agamata filed for h~mkruptcy protection in a case Ji.Jcd in 

the United States Bnnk ~;y Court, Southern District o.f California styled In Re John C. 

Agamata, USDC 14-0550R-IA 7. and Agarnata Appraisal Company filed for bank.mptcy 
protection in United States Bankruptcy Court, ~out crn Disrrict ofCalifomia in a case styled In 

Re AKmnata Appraisal Compony USDC 14-05466-LTl. The Action was .scheduled in both 

ormkruptcy peiitions cited in this paragraph. The Chapt~r 7 Trustee for John C. Agamata's 

bankn1ptcy case filed a no-asset report on August 1 ?., 201 4, Agamala received a discharge on 

f ebruary 23, 2015, and the case was closed on February 27, 2015. The ChApter 7 Tn1stce for 

Agamma Appraisal Comp<my'.s bankruptcy case tiled a final report on June I, 20 15 stating thm 

the bankruptcy estate realized gross receipts in the amount of $6,890.84. 

The undersigned Patties deem it in their best interests to cuter into lhis Agreement to 

avoid the uncertainty and expense of furthei litigation. 

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

releases stated herein, the sufticiency of which consideration is hereby acknowledged, the 

undersigned Parties agree, each with the other, as follmvs: 

SECTION I: J>aymcut to FI>IC-R 

A. As art essentifll covenant and condition to this Agrecmenl, on or before thirty (JO) 

calendar days following the date the FDJC-R executes this Agreement ("(he Payment Date"), 

APJ agt·ees to pay or to cause its insurer to pay the FDTC-R the sum of$437,500 ('the St:ttlt:mem 

Payment"). 

B. APl shall deliver the Settlement Payment (or cause it lobe delivered) to the 

FDIC-R by check. 

C. lf the fDlC-R does not receive the Settlement Payment in full on or hefore the 

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

have the right at any time priot· to receipt of the Settlement Payment in fuJI (including all accrued 

interest) to: 

1. Extend tbe period of time for the Settlement Payment, including interest 

accruing ti·om the date detcm1incd by subsection A above, t]u·ough the date of payment at a mte 

calculated in accordance with 26 U.S.C. § (j()2J (a)(2); or 

2. Enforce this Agreement, in which event API agrees to jurisdiction in 
United States District Court in California and to pay all of the VDIC-R's reasonable attomey's 

tees and costs expended in enforcing the terms t)fthi!:l Agreement; or 

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

the API agrees to consent, and re··institute an action on the FDIC-R's claims. API further agrees 

to waive..: and not assert any defense based on any statute oflimitations that would bar any of the 

FDlC-R's claims that did not exist or \.VCrc otherwise unavailable as of the date this Agreement 

was fully executed; and/or 

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

Any extension of time under Section l.C.l t<.n· delivery of the Settlement Payment or 

acceptance of a potiion of the Settlement Payment shall not prejudice the FDIC-Ks lights to take 

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

Settlement Payment (including all accrued interest) in full. 

S:ECTION II: Stipulation and Dismiss~tl 

Within ten business days after the latter of(l) full execution ofthis Agreement by all of 

the Parties, and (2) receipt of the Settlement I1aymcnt, plus any accrued interest, the FDIC-R 

shall!ilc a stipulation of dismissal with prejudice, executed by the attorneys for ali Parties 

hereto, in the form attached hcrct.o ~s Exhibit A, in the Action. 

SECTION 111: ncJcascs 

A. The FDIC-R's Releases. 

Upon rccdpt of the Settlement Paym~nt .in full anJ except as provided in Section III. D ..• 

the FDIC-R, for itself and its sneccssors and assigns, hereby releases and discharges API and its 

employees, oftl.cers, directors, administrators, representatives, insurers, successors, and assign~, 

1i·om any and all claims, demands, obligations, damages, actions, and causes of action, direct or 

indirect, in IFIW or in equity, bdonging to the FDIC-R, that arise from or rdatc to, the 

performance, nonperformance, or manner of performance of API with respect to any apprRisals 

provided to the Dank and the loan in connection to which the appraisals relate (the "Claims") 

including withuullimitalion the causes of action alleged in the Action. 

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fDIC-R repres~::nt::; and warrants that it owns all the Claims and possesses the right to 

n:leasc and discharge the: Claims. 

B. A.Pl's Rele~~e. 

Effective simultaneously \Vith the release granted in Section III.A. above, APT on behalf 

ofitscit: and its respective heirs, executors, trustees, admiGistrators, agents, representatives, 

attorneys, insurers, successors, and assigns, hereby release and discharge the FDIC-R, and its 

employees, officers, directors, representatives, successors and assigns, from any and all claims, 

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

equity, that arise hom or relate h> the Bank or to the pcr1ormance, nonperformam:c, or manner of 

performance of API with respect to any appraisals provided to the Bank including without 

limitation the causes of action alleged in the Action. 

D. !~xceptions from Releases bv FDIC-~"'-

!. Notwithstanding any other provision ofthis Agrccmcnr, the .FDlC-R docs 

not release, and expressly preserves fully and to the same extent as ifthis Agreement had not 

be.en executed, any claims or causes of action: 

a. Against the API or any other person or entity for .liability, if any, 

incurred as the maker, endorser or guarantor of any promissory note or iJ1dcbtcdncss 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 

h. Against any person or entity not released by the .FDlC·R in Ut.is 

Agreement. 

2. Notwithstanding any other prov.ision of this Agreement, nothing in this 

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

jurisdiction ar,d authority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory aUthority or to diminish its ability to institute administrative 
enforc~mcnt or other proceedings seeking r~moval~ prohibition, or any other relief it is 

authorized to seck pursuant 1.0 its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision of this Agreement, thi!l Agreement 

does nol purport to waive, or intend to waiv~, any claims that could be brought by the United 

States tlu·ough the Department of Justice, the United St.ntes Attorney's Oiricc l(lr any federal 

jmlicial district, or any other department or agency of the United Statc.s as defined by 18 U.S.C. § 

6. In addition, the FDIC-R ~pecitiGaJly reserves the right to seck court-ordered restitution 

pursuant to the relevant provisions <Jf the Mand::~tory Victim1) Restitution Act, 18 U.S. C. §§ 3322 

1md 3663 ct. ~L.:.q, if appropriate. 

SF.CTION IV: l{cpt·cscntations and Aclmowlcdgemcnts 

A. Auth9..r.i.?,t;::~ Signatories. All of the undersigned persons represent and wanant that 

they are authmizecl to sign this Agreement on behalf of the respective Party, and that they have 

the full power and authority h1 hind such Party to each and every provision of this Agreement. 

This Agreement shall be binding upon <:Uld inure to the benefit of the undersigned Parties and 

their respective heirs, executors, trustees, administrators, representatives, successors and assigns. 

B. Advice of Counsel. Each Pnrty h~reby acknowledges thnt it has consulted with 

and obtained the advice of counsel prior to executing thi.s Agreement, and that this Agreement 

has been explained to that Party by its counsel. 

SECTION V: Rcasonabl~ Cooperation 

The Parties agree to cooperate in conrl f1ith to effectuate all the tenus anJ 

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

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

and entry, of any documents necessary to conclude the Action and to otl1crwjse perform the 

lcnns of this Agreement. 

SECTION VI: Other Matters 

A. No Admission of'Liabilitv. The undersigned Parties t:ach acknowledge and agree 

that the matters set l~1rth in this Agreement constitute the settlement and compromise of disputed 

5 
(b)(6) .......... . 

(b)(6) 

claims and ddcnscs, that this Agreement is nolan admission or evidence of linhi!ity or inlinnity 

by any of them regarding any claim or defense, and that tht Agrtemcnt shall not be offered or 

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

13. Execution in CounterP<.~rts. This Agreement may he execntcd in counterparts by 

o ne or mon:: of the Parties and all such countcrp<:nts \.Vhen so executed shall together constitute 

the liual Agreement, as if one document had been signed by <ill Parties; a nd each such 

connterparl, upon execution and delivery, shall be deemed a compl ~ original, binding the 

Parties subscribed thereto upon the execution by all Parties to this ;'\greement. 

C. Cho ice of Law. This Agreement shall be interpreted, construed and enforced 

according to appl icahle federal law, or in its absence, the law:s of the State of California. 

D. .N9J!~.~~· /\.ny notices required hereunder shall be sent by rcgistereJ mail, first 

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

If to the FrHC>R: 

lV1 ichncl R. Williams 

Bienert, :V1il!er & Kat7.rnan, PLC 

90:; Ca lle Amanecer, Suitc.350 

San Clemente, Califomia 926Tl 

............................................................... .1...... . I 

and 

f.. Anthony f.ehr 

Counsel, Professional I ,iabilitv Unit 

federal Deposit Insurance Co~por io n 

3501 Fairfax Drive,# B-7008 

........ - ........ ---~ ..... _ ........ : .......... J ... :~ ~n ton Vjrginif 22226 

Tfto j\ PI: 

Todd F. Steven::; 

Keenev. Waite & Stevens 

·102 w'cst I3roadway, Suite 1820 

San Djego, California 92 10 l 

(b)(6) -·-----1.::::: --::::....._ ___ .._,~ I 

and 

6 
Ted Douglas 

/\.ndy Mitrosilis 

Appraisal Pacific, Inc. 

5220 Clark A venue, SuiLc 205 

Lakewood, CA 907l?. 

(b)(6) ···········'L--· -------' 

(b)(6) 

E. Entin;. Agreement and Amendments. This Agreement constitutes the entire 

agreement and undcrst(lnd.ing between and among the undersigned Pmties conceming the matters 

set fo•ih herein und supersedes any prior agree-ments or understandings. This Agreement may 

not be amended or modified, nor may any of its provisions be waivc..:d~ except in writing signed 

by the Parties botmd thereby, or by their respective authoriY.cd attorncy(s), or other 

reprcscn tnti ve( s). 

F. Titles {tnd C<JRilQl!~· All section titles and captions contained in this Agreement 

are for convenience only and shaH not affect the interprctatiun of this Agreement. 

G. 0Jo Contidq!li.?Ji!Y. The undersigned Panics acknowledge that this Agreement 

shall not be confidential and will be disclosed pmsuant to the federal Deposit Insurance 

Coq1oration's applicablt: po.licies, procedur~s, and other legai requirements. 

TN WITNESS WHEREOF, the Parties hcrdo have caused this Agreement to he executed 

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

"""17 Date: October _Q 2015 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR lsr PAC FIC · A:.!K 

L Anthony Lehr 

Counsel, Federal eposit Insurance Corpormion 

TITLE: .5 <:::-c. 

PRINT 1\AME: ~ ··. 

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