SETTLEJ\,illNT AND RELEASE AGREEJ\,IBNT 

Inter Savings Bank, fsb, d/b/a InterBank, fsb, 

vs. 

WR Appraisals, Inc. 

(Sherburne County District Court case no. 71-CV-11-1853) 

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

following undersigned parties: 

The Federal Deposit Insurance Corporation as Receiver for Inter Savings Bank, fsb, d/b/a 

lnterBank, fsb ("FDIC-R") and WR Appraisals ("Settling Defendant") (individually, the FDIC-R, 

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

RECITALS 

WHEREAS: 

Plaintiff, Inter Savings Bank, fsb, d/b/a InterBank, fsb ("Plaintiff') and Defendant WR 

Appraisals, Inc. ("Defendant") are parties to the lawsuit captioned above, filed in the Sherbume 

County District Comt (the "Action"). Claims have been asserted by Plaintiff against Defendant in 

the lawsuit, which claims have been denied by Defendant. Prior to April 27, 2012, Plaintiff was a 

depository institution organized and existing under the laws of the United States, 

On April 27, 2012, the Office of the Comptroller of the Currency closed the Plaintiff 

pursuant to 12 U,S.C. § 1821(c), the Federal Deposit Insurance Corporation was appointed 

Receiver ("the FDIC-R"). In accordance with 12 U.S.C. § 182l(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 Plaintiff's claims, demands, 

and causes of action, including the claims asserted by Plaintiff in the inherited Action 

now pending in Sherburne County District ComtFile No.: 71-CV-11-1853, Plaintiffs claims arise 

out of a Small Residential Income Property Appraisal prepared by Defendant with an effective 

date of July 14, 2007 (the "Appraisal") of a property located at~-----~-Anoka, 

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Minnesota (tbe "sl.Jbject property"). The Parties have reached a resolution of tbese claims and 

deem it in their best interests to enter into this Agreement to avoid any 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 I: Payment to FDIC-R 

A. Pursuant to this Agreement, Defendant agrees to pay FDIC-R the sum of $7,500 

(seven thousand five hundred dollars) ("Settlement Payment"). 

B. As an essential covenant and condition to this Agreement, Defendant shall provide 

the Settlement Payment to FDIC-Ron or before forty-five (45) calendar days following the date 

the FDIC-R executes this Agreement. 

C. Defendant shall deliver the Settlement Payment to FDIC-R in good and sufficient 

funds. 

D. If FDIC-R does not receive the Settlement Payment in full by the date determined 

by subsection A above, then FDIC-R, in its sole discretion, shall have the right at any time after 

the Settlement Payment is due, but prior to receipt of the Settlement Payment to: 

1. 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. § 662I(a)(3); or 

2. Enforce this Agreement, in which event the Defendant agrees to the 

jurisdiction in Sherbmne County District Court in Minnesota 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 

Defendant agrees to consent, and re-institute an action on tbe FDIC-R's claims. The Defendant 

fmiher agrees 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 counterclaims, and covenant and 

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

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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.D.1 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.D.2 tluough I.D.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 (1) execution of this Agreement by the Parties 

FDIC-R, and (2) receipt of the Settlement Payment, FDIC-R shall file a stipulation of dismissal 

with prejudice, dismissing all claims against Defendant with prejudice on the merits and without 

costs and disbursements to any party, executed by the attorneys for all parties hereto. 

SECTION III: Releases 

A. The FDIC-R's Releases, 

Upon receipt of the Settlement Payment in full and except as provided in Section ill.C, the 

FDIC-R, on behalf of itself individually, its successors and assigns, and on behalf of Plaintiff Inter 

Savings Bank, fsb, d/b/a InterBank, fsb, their respective heirs, executors, trustees, administrators, 

agents, representatives, hereby releases and discharges Defendant and its employees, officers, 

directors, insurers, 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, that arise 

from or relate to, the allegations contained in the Complaint, the Appraisal, or the subject prope1ty. 

B. The Defendant's Release. 

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

on behalf of itself individually, its successors and assigns, and its respective heirs, executors, 

trustees, administrators, agents, representatives, hereby releases and discharges 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 law or in equity, 

that arise from or relate to the Appraisal, or the subject prnperty. 

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C. 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 Defendant or any other person or entity for liability, if 

any, incurred as tl1e maker, endorser or guarantor of any promissory note or indebtedness payable 

or owed by them to FDIC-R, the Plaintiff, other financial institutions, or any other person or entity, 

including without limitation any such claims acquired by FDIC-Ras successor in interest to the 

Plaintiff or any person or entity other than Plaintiff; and 

b. Against any person or entity not expressly released by the FDIC-R 

in this Agreement. 

2. Notwithstanding any 9ther 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 authOr.ized 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 Depa1tment 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 oftbe Mandato1)' Victims Restitution Act, 18 U.S.C. §§ 3322 and 3663 et. 

seq., if appropriate. 

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SECTION IV: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Defendant is or was a shareholder of the Banlc 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 FDIC-R in any capacity or against the United States based on or arising out 

of, in whole or in pa1t, the closing of the Bank, or any alleged acts or omissions by the FDIC-R in 

any capacity, the United States govemment, or any agency or department of the United States 

govemment in connection with the Bank, its conservatorship, or receivership, Defendant hereby 

knowingly assigns 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, trustees, administrators, repr,esentatives, 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 

The Pa1ties agree to cooperate in good faith to effectuate all the te1ms 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 conclude the Appraiser Action and to otherwise perform the te1ms of this 

Agl'eement. 

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SECTION VII: Other Matters 

A. No Admission of Liability. The undersigned Parties each aclmowledge 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, and that the Agreement shall not be offered or 

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

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

one or more of the Parlies 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 the laws of the State of Minnesota. 

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

return receipt requested, and by email to the following: 

On behalf ofFDIC-R: 

Drake Metzger, Esq. 

Metzger Law Firm, LLC 

2116 Second Avenue South 

Mirmeapolis, :MN 55404 

EmailjL ________ ..J 

And 

Jolm Church, Esq. 

Federal Deposit Insurance Corporation 

3501 Fairfax Drive, Room VS~B 7056 

Arlington, VA 22226-3500 

Emailj I 

On behalf of Defendant: 

Michael Nemo, Esq. 

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E. 

Arthur, Chapman, Kettering, Smetak & Pikala, P.A. 

500 Young Quinlan Building 

81 South Ninth Street 

Minneapolis, MN 55402 

E_mail: 

~-------~ 

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. 

THE UNDERSIGNED HAS READ THE FOREGOING COMPLETE RELEASE 

AND SETTLEMENT AGREEMENT AND, HAVING HAD OPPORTUNITY FOR 

ADVICE OF COUNSEL, FULLY UNDERSTANDS IT. 

By'YFederal Deposit Insurance Corporation 

as Receiver for Inter Savings Bank, FSB 

Dated: / J./) ').) ;i a I(., 

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By: WR Appraisals, Inc., Defendant 

Dated: 
(b)(6) 

E. 

Arthur, Chapman, Kettering, Smetak & Pikala, p .A. 

500 Young Quinlan Building 

81 South Ninth Street 

Minneapolis, MN 55402 

E_maH,L! ________ _ 

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 ofits 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. 

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. 

THE UNDERSIGNED HAS READ THE FOREGOING COMPLETE RELEASE 

AND SETTLEMENT AGREEMENT AND, HAYING HAD OPPORTUNITY FOR 

ADVICE OF COUNSEL, FULLY UNDERSTANDS~IT.!.·~-----_., 

By: Federal Deposit Insurance Corporation 

as Receiver for Inter Savings Bank, FSB 

Dated: Dated: /- r--,, 

(b)(6)