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SETTLEMENT AGREEMENT AND RELEASE l::D\lSic____ _____ _J 

THIS SETILEMENT AOREEMEN.T AND RELEASE C'Settlement Agreement" or 

"Agreemene) .is entered into on this date by THE FEDI;:RAL DEPOSIT INSURANCE 

CORPORATION, as receiver for DOWNEY SAVINGS AND LOAN ASSOCIATION (hereinafter 

referred to as the "FDIC"), and ~QUEL RAMIREZ, individually and doing business as Mission 

Homes Realty (hereinafter referred to as "Defendant" or ''Ramirez"). The FDIC and Ramirez 

hereinafter are referred. to jointly as the "Parties." 

RECITALS 

A. WHEREAS, on March 7, 2008, the FDIC's predecessor in interest, Downey 

Savings and Loan Association, filed a Complaint for breach of contract, negligence, fraud, and 

other counts which is currently pending in the Superior Court of the State of C!ilifornia, Corinty 

of Orange, Case No. 30-2008-00103695 (the "Action"), alleging that it sustained damages as a 

result of the actions and omissions of Ramirez in submitting a loan applic~tion on behalf of 

Martha Anguiano pursuant to a Broker Agreement between Ramirez and Downey. The exact 

form and substance of the FDIC's allegations are set forth in the complaint (the "Complrunt") on 

file in the Action, and Ramirez denies them in their entirety; and . . 

B. WHEREAS, on or about June 27, 2008, ~e Action was ordered. into arbitration 

pursuant to a stipulation of the Parties; 

C. WHEREAS, the Parties hereto each recognize that further litigation among 

. themselves will require substantial time, effort and expense; and 

D. WHEREAS, the Parties hereto wish to resolve all claims, disputes and complaints 

which may have arisen among them, and wish to reduce to writing the terms. of their agreement 

and release; 

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 

1. MUTUAL RELEASE AND DISCHARGE 

In consideration of the obligations undertaken by the parties herein, the FDIC and 

Ramirez hereby completely and mutually release and forever discharge each other, and their 

p:resent and future officers, directors, stockholders, attorneys, agents, servants, representatives, 
SETTLEMENT AGREEMENT AND RELEASE 

PAGE2. 

employees, parent companies, subsidiaries, affiliates, partners, predecessors and successors in 

interest, insurers, ana assigns and all other persons, firms, or corporations with whom any of the 

former have be~n, are now or in,ay hereafter be affiliated, of and from any and all past, present or 

futur~ claims, demands, obligations, actions, causes of action, wrongful death claims, damages, 

costs, losses of services, expenses and compensation of any nature.whatsoever, whether based on 

a tort, contract or other theory of recovery, which eitht:r party now has, or which may hereafter 

accrue or othe~wise be acquired, either personally or in a representative capacity, on·accc;mnt of, 

relating to, or in any way arising out of the Appraisal, or which are the subject of the Action, 

"including. without limitation, any and all known or unknown claims for injury or damage to 

persons .or property of any kind whatsoever, or which have resulted or may r~ul~ from the 

alleged acts or omissions of the other, whether alieged in tlu;; Complaint, or otherwise, for which 

either party has or may assert any claim or cause of action at any time prior to the execution of· 

this Settlement Agreement. This Release shall be· a fully binding and complete settlement 

between the FDIC and Ramirez, their assigns and successors, save only 1he executory provisions 

of this Settlement Agreement. 

2. CONSIDERATION 

In consideration of the mutual releases set forth above, the FDiC and Ramirez 

hereby agree as follows: 

a. ·Ramirez shall pay the sum of eight-thousand-five-hundred dollars ($8,500.00) to 

the_FDlC on·or before July 31,2010. Said payment shall be made via check made 

payable to "Robe1tson + Thommarson, LLP in trust for the Federal Deposit 

Insurap.ce Corporation" and delivered to the FDIC's counsel of~~ord in the 

Action. 

b. Upon clt~arance of the settlement draft referenced in subparagraph ~'a .. above, the 

~DIC shalf dismiss its Complaint against Ramirez with prejudice, and a 

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SEITLEMENT AGREEMENT AND RELEASE . PAGE3 

conformed copy of the FDIC's request for dismissal sh~ll be provided to Ramirez. 

3. ATTORNEYS' FEES 

· Each of the Parties hereto shall bear his~ her or its own attomeys' fees and costs 

adsing in connection with the Action, this Settlement Agreement and any of the matters and . 

documents refe1:red to herein, and all related matters, except as identified in paragraph 7 below. 

4. GENERAL RELEASES 

The Parties hereby acknowledge and ~gree that the Rele~es set forth in Paragraph 

1 ate general releases and further expressly waive and assume the risk of any ~d all claims for 

damages which exist as of this date, but of which either party does not know or suspect to exist, 

whether through ignorance, oversight, e~or, negligence, or otherwise, and which, if_ known, 

would materially affect their decision to enter into this Settlement Agreement. Specifically, each 

of the Parties exp~:essly wajves any and all rights under Section 154;2 of the ~alifornia Civil 

Code, which provides as follows; 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 

' ' 

CREDITOR DOES NOT ]{NOW OR SUSPECT TO EXIST IN HIS OR 

HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH 

IF KNOWN BY HIM OR HER MUST HAVE MATERI~LLY AFFECTED 

HIS OR HER SETTLEMENT WITH THE DEBTOR. 

The Parties further agree to accept the performances specified herein as a complete 

compromise of matters involving disputed issues oflaw and fact and 'assume the risk that the 

facts or law may be otherwise than they may believe. It is understoo~ and agreed by the Parties 

that ¢.is settiement is a compromise of doubtful and disputed claims, and that nothing herein is to 

be construed as an admission ofliability on the part of any party. 

5. WARRANTY OF CAPACITY TO EXECUTE AGREEMENT 

The FDIC and Ramirez eftch represent and warrant-that no other person or entity 

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SETILEMENT AGREEMENT AND RELEASE 

PAGE4 

has or has had any interest' in the claims, demands, obligations, or causes of action refe11·ed to in 

this Settlement Agreement, except as otherwise sef f01th herein, and that each of them has the 

sole right a:nd exclusive authority to execute this Settlement Agreement and receive the sums 

specified in it, and that each of them has not sold, assigned, transferred, conveyed or otherwise 

disposed of any of the claims,· demands, obligations, or causes of action referred to in this 

Settlement Agreement. 

6. ENTIRE AGREEMENT AND SUCCESSORS IN INTEREST 

This Settlement Agreement contains the entire agreement between the Parties with 

regard to the matters set forth herein and shall be binding upon and inure to the benefit ofthe 

executors, administrators, personal representativ.es, heirs, successors and assigns of each. 

7. SUBSEQUENT ATTORNEYS' FEES 

(a) In the event that any.party should bring any action, suit, or other 

proceeding against another party, contesting the validity of this Agreement, or attempting to 

rescind, negate, modify or reform this Agreement, any of the terms or provisions h~reo(, or any 

. of the matters refe1Ted to hei·eiri, the non-prevailing party shall pay to the prevailing party a11 of 

'.· 

such party's·actual attorneys' fees incurred in each and every such action, suit, or other 

proceeding, includh1g any and a11 appeals or petitions therefrom. 

(b) In t'Pe event that any.action, suit or other proceeding is instituted to 

remedy, prevent or obtain relieffrom a breach of this Settlement Agreement, or arising ou.t of a 

breach of this Agreement, the prevailing party shall recovei· all of such party's attorneys' fees 

incurred in eac~1 and every such action, suit, or other proceeding,' including any and all appeals or 

petition therefrom. 

(c) As used herein, attorneys' fees s~all be deemed to mean the full and actual 

cost of any legal services actually perfor~ed in connection with the matters involved, calculated 

on the basis of tl1e usual fees charged by the atton~eys performing such services and shall not be 

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SETfLEMENT AGREEMENT AND RELEASE 

PAGES . 

limited to "reasonable attorneys' fees" as defined in any statute, case or rule of com1. 

8. INTEGRATION 

This Settlement Agreement constitutes a single, integrated written agreement 

expressing the entire agreement of the Parties hereto relative to the subject matter hereof No 

· covenants, agreements, rept:esentations or warranties of any kind have b,een made by any persons 

hereto, except as specifically set fmth in this Settlement Agreement All prior discussions and 

negotiations have been, and are, merged and integrated into; and aie superseded by, this 

Settlement Agreement. 

9. SEVERABILITY 

In the event that any provision of this Settlement Agreement should be held to be 

void, voidable, or unenforceable, the remaining .Portions hereof shall remain in full force and 

effect. 

10. EXECUTION IN COUNTERPARTS 

This Settlement Agreement may be executed and delivered in two or more 

counterparts, each of which when so executed and delivered shall be an original, but such 

counterparts together shall constitute but one and the same instrument. 

11. SURVIVAL OF WARRANTIES AND REPRESENTATIONS 

The warranties and representations of this Settlement Agreement are deemed to 

survive the closing hereof. 

12. · MATERIALITY OF ALL TERMS 

The Parties expressly acknowledge and agree that each and every term and 

condition of this Settlement Agreement is a material part of their agreement, and constitutes a 

material part of the bargained-for consideration which has induced the FDIC and Ramirez to 

entei: into this Agreement. 

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SE'ITLEMENT AGREEMENT AND RELEASE 

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13. REPRESENTATION OF COMPREHENSION OF DOCUMENT 

In enteJing into this Settlement Agreement. the FDIC and Ramirez represent that 

they have had the opportunity to rely upon the leg~l aqvice ~;>f counsel of their choosing and that 

they have had the opportunity to have the terms of this Settlement Agreement completely read 

and explained to them by their attorneys, and that those terms are fully understood and 

voluntarily accepted. 

14.. NOTICES 

All.notices required h.ereunder, if any, shall be given in writing to each party in 

care of his/her/its undersigned counsel or upon parties without counsel. The provisions of 

California Code of Civil Procedure section 1013 are incorporated herein and sha~l apply to all 

such notiCes. The parties agree that notices given.pursuant to this Settlement Agreement may be 

served by facsimile transmission as described in Code of Civil Procedure section 10 13( e). 

15. GOVERNING LAW · 

This Settlement Agreement shall be construed and interpreted in accordance with 

the laws of the State of California. 

16. ADDITIONAL DOCUMENTS 

All Parties agree to cooperate fully and execute any and all supp_lementary 

documents and to take aU additional actions which may be necessary or appropriate to give full 

force imd effect to the basic terms and .intent of this S.ettlement Agreement. 

17. EFFECTIVENESS 

·This Settlement Agreement shall become effective following execution by the . 

persons desigrul.ted hereafter. 

(Remainder of Page lntelltionally Left BlankJ 

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