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 Turnberry Bank 

("FDIC-R''), and Martin I. Bodzin, individually (''Bodzin"), Trans-State Title Insurance Agency, 

Inc. and Trans-State Title Insurance Agency, LLC ("Trans-State"), and First American Title 

Insurance Company ("'First American") (collectively Bodzin, Trans-State, and First American 

are th~ ·'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 16, 2010, Turnberry Bank ('"Bank") was a depository institution organized 

and existing under the laws of the United States; 

On July 16, 201 0, the Office of Thrift Supervision closed the Bank and pursuant to I 2 

C.S.C. § 1821(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 action that are the subject of this Agreement. The FDIC·R represents 

that it is the curr~nt owner of, and has not assigned, sold, or transferred any interest in, the claims 

released pursuant to this Agreement, and that it has the authority to release such claims as 

hereinafter provided; 

On October 5, 2009, 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 Eleventh 

Judicial Circuit in and for Miami-Dade County, Florida, in Turnberry Bank, N.A .. et ai. v. First 

American Title Ins. Co .. eta/., Case No. 09-73037 CA 31 (''Action"). The FDIC-R was 
substituted as Plaintiff in the Action on May 7, 2013. The Settling Defendants have denied 

liability in the Action. 

In connection with the loan transaction that is the subject of the Action C"l 

Loan"), Trans-State issued a title insurance commitment to Tumberry numbered I 

HHH+o HOOOOOH Jp)(4.), (b) 

·······················I·······································JB.l(4) 

("'Title Commitment'") as issuing agent for First American. The Title Commitment committed 

First American to issue to Turnberry a lender's policy oftitle insurance in connection with the 

(b)( 4 ),.(b) .J L- _ ___.JLoan. 

~g~(4),(b) H.Jnconnectionwiththcf 

(6) 

(b)(4) .... 

!Loan. Trans-State issued a Florida Promulgated Closing 

~<;r.yic:;~Le.tte.r..to ... Iurnb.e.rry. ... numberedf .................. . I ('"CPL'') as issuing agent for First American, 

pursuant to which First American agreed to indemnify Turnberry according to the terms, 

provisions, and conditions of the CPL. 

(b)(4)1(1:>.1 H .JJlconnection.withtheJ.H I Loan, first American issued a title insurance policy to 

m~(4) .. .Turnberrynurnbercd{···· k'Policy"). which provided coverage according to the 

terms, provisions, and conditions ofthe Policy. 

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 ofthe promises. undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledgt:d, 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, 

jointly and severally, agree to pay the FDlC-R the sum of two hundred forty-five thousand 

dollars ($245,000) f'the Settlement Payment"). 

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

direct wire transfer into an account designated by FDIC-R by notice to the attorneys for the 

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Settling Defendants or by certified or cashier's check drawn upon a depository institution 

acceptable to FDlC-R. 

In the event that the Settlement Payment is not delivered to the FDIC-R (or its counsel) 

by thirty {30) calendar days following the date on which the fDIC-R executes this Agreement, 

interest shall accrue on all unpaid amounts at the rate of 5% per annum from thirty (30) calendar 

days following the date on which the FDIC-R executes the Agreement until the date of payment. 

C. If 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. Enforc~ this Agreement, in which event the Settling Defendants agree to 

jurisdiction in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, 

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

enforcing the tenns of this Agreement; or 

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

the Settling Defendants agree to consent, and r~-institute an action on the FDIC-R's claims. The 

Settling Defendants further agree to waive any defense based on any statute of limitations that 

would bar any of the FDIC-R's claims and waive all objections, defenses, claims or 

counterdaims. 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 oftime under Section I.C.l for delivery of the Settlement Payment or 

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

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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 (I) full execution of this Agreement by all 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 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.C, 

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

Defendants and their respective heirs, executors, trustees, administrators, representatives, 

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 Title Commitment, CPL, and/or Policy, including the causes of action alleged in 

the Action. As part of this release of First American, the FDIC-R agrees that the Title 

Commitment, CPL and Policy are hereby extinguished. 

B. The Settling Defendants' Release. 

Effective simultaneously with the release granted in Section liLA above, the Settling 

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

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

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

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 from or relate to the Title 

Commitment, CPL, and/or Policy, including the causes of action alleged in the Action. 

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C. Exceptions from Releases bv FDIC-R. 

I. Notwithstanding any other provision of this Agreement, the FDJC-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 

I iabi I ity, if any, incurred as the maker, endorser or guarantor of any promissory note or 

indebtedness payable or owed by them to FDI C-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 shaiJ 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 FDTC-R specifically reserves the right to seek court-ordered restitution 

pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 et. seq., if appropriate. 

SECTION IV: 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 behalfofthe respective Party, 

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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. trustees, 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 V: Reasonable Cooperation 

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, deliv~ry, execution, tiling, recording, and entry, 

of any documents necessary to conclude the Action and to otherwise perform the terms of this 

Agreement. 

SECTIO!'l VI: Other Matters 

A. No Admission of Liability. The undersigned Parties each acknowledge and agree 

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, or an acknowledgement of any liability of First 

American under the Title Commitment, CPL or Policy and that this Agreement shall not be 

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

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 shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the la\\'S of the State of Florida. 

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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: Vincent E. Damian, Jr., Salomon, Kanner, Damian & Rodriguez, P.A., 

80 S.W. Eighth Street Suite 2550, Miami, FL 33130; Tel: (305) 379-1681; Email: 

(b)(6) I ...................... .. ···················· ····························· t 

If to First American: Neil P. Linden, GrayRobinson, P.A., 333 S.E. 2nd Avenue, Suite 

3200, Miami, Florida 33131; Tel: (305) 416-6880; Email:l .......... ! ......... 

If to Trans-State or Bodzin: John Rodriguez, Boyd Richards Parker & Colonnclli, P.L., 

I 00 S.E. :2nd Street, Suite 2600, Miami, FL 33131: Tel: (786) 425-1 045; Email: 

(b )(6). . ... L-1 ----=;;;....._ ____ ...... 

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 attorney(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. 

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

shall not be confidential and will be disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirements. 

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. 

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

Date: __ 

(b)(6) ········································································································ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR TURNBERRY BANK 

BY: L-------~--~------~----­ TITLE: --1..LW~;:a!I!4----L.~~:...-l..L.!:.iv~\~~.!.!~ tn'\~L 

PruNTNAME:~~~~~~4~~-----

FIRST AMERICAN TITLE INSURANCE COMPANY 

BY: __________________________ __ 

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

PRINTNAME: ____________________ __ 

TRANS-STATE TITLE INSURANCE AGENCY, INC. 

BY: _____ ~-----------····_·········_·········j~---····· ____ __ 

; 

TITLE: -----JP....L.f.-....;:..6_·"J.::.....;•:...__ ______ _ 

Glli<.Y &._._ ,jo.f)~.zJJ f ------ PruNTNAME: 

··················································· ................................ . 

Date: 1,_ ... 2.t,- \5 BY: 

TITLE: _ ____, __ =----

(b )(6)•m••••• 

PruN~T~N~~~~~~====~~~~--

·······························································································································•······· 

Date:) ... 2(9 - \ S BY: 

MART I. BODZIN. individually 

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Date: __ _ 

(b)(6) ··························································································································································································· 

Date: ..:1-) 1 ~ }JJIJ 

(b)(6) 

Date: 2.-- 2.(, - 15 

(b)(6) ·············································· 

Date:). ... l\ca - \ S 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR TURNBERR Y BANK 

BY: _______________________ __ 

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

PRlNTNAME: -----------

FlRST AMERICAN TITLE INSURANCE COMPANY 

·····B········y········:···············l····· - ········································································· I . 

TITLE: 1/?c~ &:·kt t- ]?. t/t:t,~/1111 &utJ!R) 

PRINTNAME: bouc.LA=s ::r T/d1£...k__ ___ _ 

TRANS-STATE TlTLE INSURANCE AGENCY, INC. 

BY: -------t._I ____ ······_J.....-1-···· -

TITLE: Pt~J. 

PRJNTNAME: G.4AY ll. 6CJ.L>~._z.~-- l 

BY:L-~-----------~r--­

TITLE: -~~-~ 

PRINT 1\i. 

BY: 

MART . I. BODZIN, individually 

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