SETTJ.,EMENT AND RELEASE AGREEMENT 

This Settlement and Release AgrC{.'Tilent ("Agreement'~) is made by, between. and among 

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Brickwell 

Community Bank (':FDIC-R'), and John M. Prill and Commercial Appraisal & Consulting 

Group, LLC d/b/a Commercial Appraisal & Consulting Group (collectively the "Settling 

Defendants'1(individually, the FDlC-R and the Settling Defendants may be referred to herein as 

"Party" and colle(..iively as the "Parties"). 

RECITAI.S 

WHEREAS: 

Prior to September 11, 2009, .Brickwell Community Bank, Woodbury, Minnesota 

("Bank'1 was a depository institution organized and ex.isting under the laws of the United States; 

On September ll, 2009, the Minnesota Department of Commerce closed the Bank and 

pursuant to 12 U.S.C. § j 821(c), the Federal Deposit Insurance Corporation was appointed 

Receiver, In accordance with 12 U.S.C. § I82l(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-Rsu.cceeded were all of the Bank's claims, 

demands, and causes of action against the Settling Defendants; 

On May 18, 2102, the FDIC-R filed a complaint for money damages against the Settling 

Defendants, an appraiser (John M. Prill) and Commercial Appraisal & Consulting Group, LLC 

d/b/a Commercial Appraisal & Consulting Group. Those claims for damages are now pending in 

the United States District Court for the District of Minnesota in Case Number 12-cv-0121 8 (the · 

"Appraiser A<..:tion1,'). The Settling Defendants have denied liability in the Appraiser Action. 

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

avoid the uncertainty and expense of fhrther litigation. 
NOW, 1lfEREFORE. in consideration ofthe 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: 

SECfiON I: Payment to F.DIC-R 

A. .As an essential covenant and condition to this Agreement, contemporaneously 

with the FJ)JC-R's execution and delivery of this Agreement to the Settling Defendants~ the 

Settling Defendants and Insurer, jointly and severally) agree to pay the FDIC-R the sum of 

$415,000.00 ("the Settlement Payment'} 

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

check and it shall be deposited by the FDIC-R into its bank account. If the check does not clear 

and become good funds with in ten days of deposit into FDIC-R~ s bank account, this Agreement 

will be null and void. 

SECTION II: Stipulation and .Dismissal 

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

the Parties, (2) receipt of the Settlement Payment, and (3) the deposit and clearing of the check. 

the FDIC-R shaH file a stipulation of dismissal with prejudice, e21:ecuted by the attorneys for all, 

in the form attached hereto as Exhibit A. 

S.ECI'ION III: Releases 

A. ThefDlC-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: 

1, The Settling Defendants and their respective heirs, executors, trustt.'eS, 

administrators, representatives, successors, and assigns, from any and aJI claims, demands, 

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

belonging to the FDIC-R, !hat arise :b:om or relate to~ allegations and claims made by FDJC>R 

2 
(b)(4)?(1?.1 

(6) 

(b)(4)Jp) 

(6) 

against John M. Prill and Commercial Appntisal & Consulting Group and Commercial Appraisal 

& Consulting Group, LLC, arising out of any and all known or unknown injury or damage as a 

result of A Real Property Appraisal Report completed by John M. Prill for Brickwe11 Community 

1."3.lii.l.k9nJh~JL.._ .. ___________________ __.!Stillwater, MN 

55082 with a report date of January 19~ 2007, and which is the subject of the Appraiser Action, 

and for a Real Property Appraisal Report completed by John M. Prill for Brickwell Community 

BankJo.rJ ...... _________________ ___.I stillwater, }.1N 55082 

wi1h a report date ofMarch 12, 2007, known or unknown co.nsequences thereof and for which 

FDlC-R has for it and as receiver for Brickwell Community Bank made claim against Settling 

Defendants. 

2. Insurer, its parents, subsidiaries, affiliates and reinsurers, and their 

respective employees. officers, directors, agents, representatives, successors and assigns, from 

any and all clalms1 demands, obligations, damages, actions and causes of action, direct or 

indirect, in law or jn equity, that arise from or relate to the Policy. As part ofthis release of the 

Insurer, the FDIC-R agrees that any interest it may have under the Policy is 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 law or in equity, that arise from or relate tb the 

performance, nonperformance, or manner ofperfonnance ofthe Settling Defendants functions, 

duties and actions in connection with the appraisal reports referenced in Section III. A. herein. 

The release described in this Section Ili.B only applies to any and all known or unknown claims 

related to the appraisal reports referenced in Section II LA., hut to nothing else. 

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C. Exceptions &om Releases by FDIC-R. 

1. Notwithstanding any other provision of this Agreement, the JiOIC-R does 

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

been executed, any c.laims 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 fmancia{ institutions, or any 

other person or entity, including without limitation any such claims acquired by FDlC-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 l1DIC-R 

in this Agreement. 

2. Notwithstanding any other provision ofthis 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 

~.-upervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it 1s 

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

3. Notwiihstanding any other provision ofthis Agreement, this Agreement 

docs 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 Attomeis Office for any federal 

judicial district, or any other department or agency ofthe 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 Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 ct. ~ if appropriate. 

SECTION IV: Representations and Aclmowlcdg~ments 

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

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

4 
........................................................ 

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. executms. 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 l1as been explained to that Party by his or her counsel. 

SECTION V: Reasonable Cooperation 

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

conditions ofthis 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 terms of this Agreement 

SECTION VI: Other Matters 

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

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 infinnity 

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 terms. 

B. Execution in Counte~. This Agreement may be executed in counterparts by 

one or more ofthe Parties and all sucl1 counterparts when so exe....--uted shall together constitute 

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

counterpart, upon execution and delivery, shalt 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 shaH be interpreted, construed and enforced 

acc(mJ.ing t>) applicable federal !awl or in its absence, the laws of the Stat.c ofMinnesot~t 

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

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

class, retum receipt requested, and by cmai.I, to the following: 

If to the FDIC-R: Robert J. DeHenzel, Counsel, FDIC, 3501 North Fairfux Drive, Room 

VS-B-7002, Arlington, VA 22226. 

lfto the Settling Defendants: Tim Waldeck, Waldeck. Law Firm P.A., l400 TCF Tower, 

121 South 8th Street, Minneapolis, MN 55402. 

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 

representati ve(s ). 

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

are for convenience only and shall not af.fuct 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 hereinatler subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR BRICKWELL COMMUNITY BANK 

BANK 

(b)(

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JOHN M . .P1ULL...---------..... 

BY· I JoHNM.-mrl~ c ~u~----------1 

TITLB: .rl t:fr~ I .:2.eV: 

:PRINT NAME: ~ J c1 h h. .(;1 ._ t:':(.i ll 

COMMERCIAL APPRAISAL & CONSOLTING 

OROUJ?, LLC dlb!a COMMBRC!AL APPRAISAL 

& CON§UI.TJNQ GROW, {(: 

(b)(6) ____ Dat« --=1~/L;- /f --- ::;l- · o-:~--:::--~f- \.,,,_~. L 

PruNTNAME1 ).~(t",.e, <".vh, !..l9~~h 

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

(b)(6) 

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

L'!X THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF MJNN'ESOTA 

) 

FEDER.L\.L DEPOSIT lNSURANCE 

CORPORATION AS RECEIVER FOR 

BRICK WELL COMMUNITY BANK, 

) CIVIL NO.: 0:12-cv-01218-RHK-JSM 

) 

) 

) 

Plaintiff, ) 

) 

V. ) 

) STIPULATION OF DISMISSAL 

JOHN M. PRlLL, and COM:l\-ffiRCIAL 

APPRAISAL & CONSULTING GROUP, 

LLC d/b/a COMMERCIAL APPRAISAL 

& CONSULTING GROUP, 

) 

) 

) 

) 

) 

Defendants. ) 

Pursuant to Federal Rule of Civil Procedure 4l(a)(l )(A)(ii), it is hereby stipulated 

and agreed by and between all of the parties hereto, through their respective counsel, that 

the above entitled action may be dismissed with prejudice, but without any costs or 

attorneys' fees to any of the parties hereto. 

BOWMAN AND BROOKE LL1) 

Dated: March_,2014 By: ____________ _ 

Richard G. Morgan (1\1N Bar No. 0157053) 

~m I 

Charles (C.J.) Schoenwetter (MN BarNo. 025115X) 

~ m I 

:Michael R Carey (MN Bar No. 0388271) 

I m ••••••• I 

150 South. Fifth. Street, Suite 3000 

:Minneapolis, Minnesota 55402 

Telephone: (612) 339-8682 

Fax: (612) 672-3200 
Dated: March~) 2014 

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

ATTOM'EYS .FOR PLAL~TIFF FEDERAL 

DEPOSIT INSURANCE CORPOR-\. TION AS 

RECEIVER FOR BRICKVvELL COMMIJNITY 

HANK 

By: ________________________ _ 

Timothy W. \Valdeck, 'Eso. (# 1 008396) 

l ······· J 

Lindsey J. ·woodrow, Esq. (#0389136) 

(b)(6)_--------------1------ I 

Suite 1400 TCF Tower 

121 South Eighth Street 

t>.1inn.eapolis, Minnesota 55402 

Telephone: 612.375.1550 

ATTORNJ~YS 11-0R DEFJi:i':1lANTS JOHN M. 

PRJI,L, and COMMlU(ClAL APPRAISAL & 

CONSULTING GROUP, LLC d/b/!, 

C0!\-11\-IERCIAJ., APPRAISAL & CONSULTING 

GROUP 

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