Ninth Amendment to HPA — Washington, D.C.

Doc#: US1:9504167v1

NINTH AMENDMENT TO

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT

and

HFA PARTICIPATION AGREEMENT

This Ninth Amendment to Commitment to Purchase Financial Instrument and HFA Participation 

Agreement (the “Ninth Amendment”) is entered into as of the date set forth on Schedule A

attached hereto as the Ninth Amendment Date (the “Amendment Date”), by and among the 

United States Department of the Treasury (“Treasury”), the undersigned party designated as 

HFA whose description is set forth in Schedule A attached hereto (for convenience, a “state 

housing finance agency” or “HFA”) and the undersigned institution designated by HFA to 

participate in the program described below (“Eligible Entity”).

Recitals

WHEREAS, Treasury, HFA and Eligible Entity entered into that certain Commitment to 

Purchase Financial Instrument and HFA Participation Agreement (the “Original HPA”) dated as 

of the Closing Date, as previously amended by that certain First Amendment to Commitment to 

Purchase Financial Instrument and HFA Participation Agreement (the “First Amendment”), and 

as further amended by that certain Second Amendment to Commitment to Purchase Financial 

Instrument and HFA Participation Agreement (the “Second Amendment”), and as further 

amended by that certain Third Amendment to Commitment to Purchase Financial Instrument and 

HFA Participation Agreement (the “Third Amendment”), as further amended by that certain 

Fourth Amendment to Commitment to Purchase Financial Instrument and HFA Participation 

Agreement (the “Fourth Amendment”), as further amended by that certain Fifth Amendment to 

Commitment to Purchase Financial Instrument and HFA Participation Agreement (the “Fifth 

Amendment”), as further amended by that certain Sixth Amendment to Commitment to Purchase 

Financial Instrument and HFA Participation Agreement (the “Sixth Amendment”), and as further 

amended by that certain Seventh Amendment to Commitment to Purchase Financial Instrument 

and HFA Participation Agreement (the “Seventh Amendment”), and as further amended by that 

certain Eighth Amendment to Commitment to Purchase Financing Instrument and HFA 

Participation Agreement (the “Eighth Amendment”); and together with the Original HPA as 

amended thereby and by the First Amendment, Second Amendment, Third Amendment, Fourth 

Amendment, Fifth Amendment, Sixth Amendment and Seventh Amendment the “Current 

HPA”), dated as of their respective dates as set forth on Schedule A attached hereto, in 

connection with Treasury’s federal housing program entitled the Housing Finance Agency 

Innovation Fund for the Hardest Hit Housing Markets (the “HHF Program”), which was 

established pursuant to the Emergency Economic Stabilization Act of 2008 (P.L. 110-343), as 

amended, as the same may be amended from time to time (“EESA”);

WHEREAS, HFA and Eligible Entity submitted a request to Treasury to make certain revisions 

to their Service Schedules and Permitted Expenses, as applicable, and Treasury has agreed to the 

same;
2

WHEREAS, HFA, Eligible Entity and Treasury wish to enter into this Ninth Amendment to 

document all approved modifications to the Service Schedules and Permitted Expenses, as 

applicable;

Accordingly, in consideration of the representations, warranties, and mutual agreements set forth 

herein and for other good and valuable consideration, the receipt and sufficiency of which are 

hereby acknowledged, Treasury, HFA and Eligible Entity agree as follows.

Agreement

1. Amendments

A. Definitions. All references in the Current HPA to the “Agreement” shall mean the 

Current HPA, as further amended by this Ninth Amendment; and all references in the 

Current HPA to Schedules A, B or C shall mean the Schedules A , B or C attached to this 

Ninth Amendment. All references herein to the “HPA” shall mean the Current HPA, as 

further amended by this Ninth Amendment.

B. Schedule A. Schedule A attached to the Current HPA is hereby deleted in its entirety 

and replaced with Schedule A attached to this Ninth Amendment.

C. Schedule B. Schedule B attached to the Current HPA is hereby deleted in its entirety 

and replaced with Schedule B attached to this Ninth Amendment.

D. Schedule C. Schedule C attached to the Current HPA is hereby deleted in its entirety 

and replaced with Schedule C attached to this Ninth Amendment.

2. Representations, Warranties and Covenants

A. HFA and Eligible Entity. HFA and Eligible Entity, each for itself, make the 

following representations, warranties and covenants to Treasury and the truth and accuracy 

of such representations and warranties and compliance with and performance of such 

covenants are continuing obligations of HFA and Eligible Entity, each as to itself. In the 

event that any of the representations or warranties made herein cease to be true and correct or 

HFA or Eligible Entity breaches any of its covenants made herein, HFA or Eligible Entity, as 

the case may be, agrees to notify Treasury immediately and the same shall constitute an 

Event of Default under the HPA.

(1) HFA and Eligible Entity each hereby certifies, represents and warrants as of the 

date hereof that each of the representations and warranties of HFA or Eligible Entity, as 

applicable, contained in the HPA are true, correct, accurate and complete in all material 

respects as of the date hereof. All covenants of HFA or Eligible Entity, as applicable, 

contained in the HPA shall remain in full force and effect and neither HFA, nor Eligible 

Entity is in breach of any such covenant.

(2) Eligible Entity has the full corporate power and authority to enter into, execute, 

and deliver this Ninth Amendment and any other closing documentation delivered to 
3

Treasury in connection with this Ninth Amendment, and to perform its obligations 

hereunder and thereunder.

(3) HFA has the full legal power and authority to enter into, execute, and deliver this 

Ninth Amendment and any other closing documentation delivered to Treasury in 

connection with this Ninth Amendment, and to perform its obligations hereunder and 

thereunder.

3. Miscellaneous

A. The recitals set forth at the beginning of this Ninth Amendment are true and accurate 

and are incorporated herein by this reference.

B. Capitalized terms used but not defined herein shall have the meanings ascribed to 

them in the HPA.

C. Any provision of the HPA that is determined to be prohibited or unenforceable in any 

jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or 

unenforceability without invalidating the remaining provisions of the HPA, and no such 

prohibition or unenforceability in any jurisdiction shall invalidate such provision in any other 

jurisdiction.

D. This Ninth Amendment may be executed in two or more counterparts (and by 

different parties on separate counterparts), each of which shall be deemed an original, but all 

of which together shall constitute one and the same instrument. Facsimile or electronic 

copies of this Ninth Amendment shall be treated as originals for all purposes.

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK]
[Signature Page to Ninth Amendment to HPA — Washington, D.C.]

In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials 

hereby execute and deliver this Ninth Amendment to Commitment to Purchase Financial 

Instrument and HFA Participation Agreement as of the Amendment Date.

HFA: TREASURY:

DISTRICT OF COLUMBIA HOUSING 

FINANCE AGENCY

UNITED STATES DEPARTMENT OF THE 

TREASURY

By: /s/ Maria K. Day-Marshall____ By:

Name: Maria K. Day-Marshall Name: Timothy J. Bowler

Title: Interim Executive Director Title: Acting Assistant Secretary for 

Financial Stability

ELIGIBLE ENTITY:

DISTRICT OF COLUMBIA HOUSING 

FINANCE AGENCY

By: /s/ Maria K. Day-Marshall____

Name: Maria K. Day-Marshall

Title: Interim Executive Director
EXHIBITS AND SCHEDULES

Schedule A Basic Information

Schedule B Service Schedules

Schedule C Permitted Expenses 
A-1

SCHEDULE A

BASIC INFORMATION

Eligible Entity Information:

Name of the Eligible Entity:

Corporate or other organizational form: body corporate and instrumentality of the 

District of Columbia, organized and existing 

under and pursuant to the District of 

Columbia Housing Finance Agency Act, 

D.C. Law 2-135, as amended (D.C. Code, § 

42-2701.01 et. Seq.)

Jurisdiction of organization: District of Columbia

Notice Information:

HFA Information:

Name of HFA:

Organizational form: body corporate and instrumentality of the 

District of Columbia, organized and existing 

under and pursuant to the District of 

Columbia Housing Finance Agency Act, 

D.C. Law 2-135, as amended (D.C. Code, § 

42-2701.01 et. Seq.)

Date of Application: September 1, 2010

Date of Action Plan: September 1, 2010

Notice Information: Same as Notice Information for Eligible 

Entity

Program Participation Cap: $20,697,198.00

Portion of Program Participation Cap

Representing Original HHF Funds: N/A

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: $ 7,726,678.00
A-2

Permitted Expenses: $ 4,156,998.00

Closing Date: September 23, 2010

First Amendment Date: September 29, 2010

Second Amendment Date: December 16, 2010

Third Amendment Date: March 31, 2011

Fourth Amendment Date: May 25, 2011

Fifth Amendment Date: October 28, 2011

Sixth Amendment Date: March 29, 2012

Seventh Amendment Date: December 14, 2012

Eighth Amendment Date: September 20, 2013

Ninth Amendment Date: July 11, 2014

Eligible Entity Depository Account Information: See account information set forth in the 

Depository Account Control Agreement 

between Treasury and Eligible Entity 

regarding the HHF Program.
B-1

SCHEDULE B

SERVICE SCHEDULES

The Service Schedules attached as Schedule B to the Current HPA are hereby deleted in their entirety and 

replaced with the attached Service Schedules (numbered sequentially as Service Schedule B-1, Service 

Schedule B-2, et. seq.), which collectively comprise Schedule B to the HPA.
B-1

SERVICE SCHEDULE B-1

District of Columbia Housing Finance Agency

HOMESAVER PROGRAM

Summary Guidelines

1. Program Overview The HomeSaver Program will offer lump sum or ongoing 

monthly mortgage payments to eligible unemployed and 

underemployed District of Columbia (“District”) homeowners at 

risk of foreclosure. The program will also offer one-time 

assistance to eligible District homeowners at risk of foreclosure

due to outstanding real property tax obligations under its Tax 

Lien Extinguishment component.

The HomeSaver Program is made up of four components:

• The LifeLine component will offer a one-time payment of 

up to six (6) months of mortgage delinquency, including 

100% of principal, interest, taxes, insurance (“PITI”), late 

fees, condo fees, etc. in order to bring the mortgage current. 

• The Mortgage Assistance component will provide up to 

fifteen (15) or twenty four (24) months of payments equal to 

100% of the monthly mortgage payment. Mortgage 

Assistance may include PITI, late fees, escrowed condo fees, 

etc. in order to keep the mortgage current. 

• The Restore component will be available for program 

participants who need a one-time payment to “catch up”, but 

who have sufficient resources to continue making timely, 

sustainable mortgage payments. Restore assistance may 

include PITI, late fees, condo fees, etc. in order to bring the 

mortgage current. 

• The Tax Lien Extinguishment component will offer a onetime payment to extinguish delinquent real property taxes 

for eligible District of Columbia homeowners.

Applicants will be referred to the HomeSaver Program after 

completion of an intake package. Intake packages will be 

reviewed by a U.S. Department of Housing and Urban 

Development (“HUD”) approved housing counseling agency 

and then forwarded to the HomeSaver Program for approval. 

2. Program Goals Foreclosure prevention – The primary goal of the HomeSaver 

Program is to prevent foreclosures that will erode the base of 
B-2

homeowners in the District, which already lags behind the 

national average in the rate of homeownership. Additionally, 

each applicant will work with a HUD approved housing 

counseling agency.

Synergistic interaction – The DCHFA will partner with other 

organizations (i.e. DOES and the Urban Institute) to define the 

universe of potential candidates for the HomeSaver Program, 

perform outreach and intake and ultimately deliver timely 

assistance to prevent foreclosure. DOES is the District agency 

that administers the District’s Unemployment Insurance and job 

training programs. The Urban Institute (the “Institute”) has 

conducted extensive research into housing issues in the District, 

including mortgage delinquencies and foreclosures. The Institute 

gathers data, conducts research, evaluates programs, offers 

technical assistance overseas, and educates Americans on social 

and economic issues to foster sound public policy and effective 

government.

Simplicity – The DCHFA will employ a HomeSaver Program 

design that seeks to minimize administrative costs, thereby 

maximizing the amount of dollars available for assistance.

3. Target Population / 

Areas

The HomeSaver Program will be available to eligible 

homeowners throughout the District.

4. Program Allocation 

(Excluding 

Administrative 

Expenses)

$16,540,200

5. Borrower Eligibility 

Criteria

Eligible program participants will be District homeowners

identified on the most recent deed of trust, or deed, who 

currently occupy their home as a primary residence. 

In addition, candidates for the LifeLine, Mortgage Assistance 

and Restore component assistance must also meet the following 

criteria:

• LifeLine & Mortgage Assistance – unemployed

homeowners who have received UI benefits within six 

(6) months of application; or underemployed

homeowners who (i) have had an involuntary reduction 

in gross income such that the homeowner’s income is 

75% or less of the homeowner’s pre-hardship income 

(which reduction occurred after the origination of the 

current mortgage), (ii) have a current gross income less 
B-3

than or equal to 120% of Area Median Income (“AMI”), 

and (iii) have a monthly PITI payment that is greater 

than 38% of the homeowner’s gross monthly income.

• Restore – re-employed homeowners who (i) have 

received UI benefits within six (6) months of application, 

(ii) have a current gross income less than or equal to 

120% of AMI, and (iii) have a monthly PITI payment

that is less than or equal to 38% of the homeowner’s 

gross monthly income.

In addition, candidates for the Tax Lien Extinguishment 

component must also meet the following criteria:

• Homeowner must have experienced an eligible 

involuntary financial hardship, which includes reduced 

income due to:

o Change in employment;

o Medical hardship;

o Death of a spouse or co-borrower;

o Divorce; or

o Disability;

• Homeowner must have a current gross income less than

or equal to 120% of AMI;

• Monthly PITI payment (or taxes and insurance if no 

mortgage exists) that is less than or equal to 38% of gross 

monthly income;

• Homeowner must be current on monthly mortgage 

payments (excluding taxes) if a mortgage exists; 

• Homeowner must have a real property tax delinquency of 

at least $2,500; and

• Homeowner must not have liquid assets in an amount that 

exceeds three (3) times the real property tax delinquency.

All program participants will be required to sign a Hardship 

Affidavit attesting to their inability to make mortgage payments 

or reinstate their delinquency due to unemployment, substantial 

underemployment, or other eligible financial hardship that 

occurred through no fault of their own.

6. Property / Loan 

Eligibility Criteria

Single-family home or condominium. 

7. Program Exclusions • Homeowners with an outstanding mortgage balance greater 

than $729,750;

• Unemployed or re-employed homeowners who have not 

received unemployment benefits within six (6) months of 

application (LifeLine, Mortgage Assistance, and Restore) or 
B-4

homeowners who have not had a minimum 25% involuntary 

reduction in income (not applicable to homeowners

receiving assistance under the Tax Lien Extinguishment 

component);

• Homeowners whose income is over 120% of AMI;

• Homeowners who have received a foreclosure notice;

• Homeowners who are in active bankruptcy;

• Residential cooperative units;

• Homeowners unable to substantiate past and present income 

or who fail to provide required program documentation as 

requested.

8. Structure of Assistance All loans will be recorded as non-recourse junior liens against 

the property and will be non-amortizing. Loans will be forgiven 

at a rate of 20% per year such that in year six (6) the loan will be 

forgiven and the lien released.

If assistance is paid directly (or through a settlement agent) to 

the District of Columbia Office of Tax and Revenue, the 

homeowner will execute an additional, simultaneous Demand 

Note in the amount of the delinquent property taxes.

The loan will only be repayable if the program participant sells 

or refinances the property prior to expiration of the lien period, 

and then only to the extent there is sufficient equity to pay that 

portion of the loan that has not been forgiven. Notwithstanding 

the foregoing, if a program participant refinances prior to full 

forgiveness, and the participant is not receiving any cash from 

the refinance, the HomeSaver loan will subordinate to the new 

loan and will continue to be forgiven.

Loan funds repaid by program participants will be returned to 

the program or recaptured until December 31, 2017. After 

December 31, 2017, any remaining returned or recaptured funds 

will be returned to Treasury.

9. Per Household 

Assistance

Maximum program assistance is $32,385 per household (or 

$38,400 per household for applicants who initiate an application 

on or after October 1, 2013).

DCHFA estimates an average amount of assistance of $21,688 

per household under the LifeLine, Mortgage Assistance and 

Restore components; and DCHFA estimates an average amount 

of assistance of $5,620 per household under the Tax Lien 

Extinguishment component.
B-5

10. Duration of Assistance The maximum duration of assistance will be fifteen (15) months

(twenty-four (24) months for applicants who initiate an 

application on or after October 1, 2013).

• LifeLine – One-time payment equal to up to six (6) months

of monthly payments.

• Mortgage Assistance – Payments of PITI for up to fifteen 

(15) months (twenty-four (24) months for applications 

initiated on or after October 1, 2013).

• Restore – One-time payment not to exceed fifteen (15) 

months of assistance (twenty-four (24) months for 

applications initiated on or after October 1, 2013).

• Tax Lien Extinguishment – One-time payment equal to the 

delinquent real property taxes. 

If eligible, homeowners may participate in one or more 

components. For example, if a program participant receives 

LifeLine assistance to bring his/her mortgage current after a six 

(6) month delinquency, the participant may still be eligible for 

up to nine (9) months of Mortgage Assistance payments, as long 

as the total amount of assistance does not exceed $32,385 and 

the total duration does not exceed fifteen (15) months ($38,400

and twenty-four (24) months, respectively for applicants on or 

after October 1, 2013).

Additionally, participants who enroll as unemployed borrowers 

and regain employment while receiving assistance from

HomeSaver, but at a wage that is 75% or less of their prehardship employment wage, can continue to receive assistance 

as underemployed borrowers, assuming all eligibility criteria are 

met, including gross income at or under 120% of AMI and such 

that the monthly mortgage payment (PITI) is greater than 38% 

of the participant’s gross monthly income (LifeLine and 

Mortgage Assistance).

11. Estimated Number of 

Participating 

Households

650 – 1,300

12. Program Inception / 

Duration

The HomeSaver Program began January 18, 2011 and is 

expected to continue for approximately three (3) years or until 

all funds are exhausted, but not later than December 31, 2017. 

13. Program Interactions 

with Other HFA 

Programs

Homeowners may access other District programs. The DCHFA 

will explore partnerships with other District agencies that have 

programs assisting District residents at risk of foreclosure,
B-6

including the Department of Housing and Community 

Development (“DHCD”) and the Department of Insurance 

Securities and Banking (“DISB”). DISB provides foreclosure 

mitigation assistance and DHCD funds foreclosure prevention 

counseling and other federal programs including the 

Neighborhood Stabilization Program.

14. Program Interactions 

with HAMP

Eligible homeowners may also access Federal programs 

including HAMP and HAMP UP. Homeowners may utilize 

HAMP UP before or after the HomeSaver Program.

15. Program Leverage with 

Other Financial 

Resources

The DCHFA will provide $458,248 of in-kind administrative 

expenses to the HomeSaver Program. The HomeSaver Program 

requires no financial contribution from servicers or lenders, 

however, loan modifications or contributions/fee waivers are 

permitted (but not required). 

16. Qualify as an 

Unemployment 

Program

 Yes  No
C-1

SCHEDULE C

PERMITTED EXPENSES

Washington 

D.C.

One-time / Start-Up Expenses:

Initial Personnel $76,829.00

Building, Equipment, Technology $166,968.00

Professional Services $12,000.00

Supplies / Miscellaneous $0.00

Marketing /Communications $7,500.00

Travel $5,000.00

Website development /Translation $1,412.00

Contingency $0.00

Subtotal $269,709.00

Operating / Administrative 

Expenses:

Salaries $1,430,195.00

Professional Services (Legal, 

Compliance, Audit, Monitoring) $131,300.00

Travel $0.00

Buildings, Leases & Equipment $100,933.00

Information Technology & 

Communications $346,671.00

Office Supplies/Postage and 

Delivery/Subscriptions $15,483.00

Risk Management/ Insurance $0.00

Training $0.00

Marketing/PR $19,426.00

Miscellaneous $10,000.00

Subtotal $2,054,008.00

Transaction Related Expenses:

Recording Fees $922,655.00

Wire Transfer Fees $98,762.00

Counseling Expenses

File Intake $0.00 

Decision Costs $0.00 

Successful File $732,649.00

Key Business Partners On-Going $79,215.00

Subtotal $1,833,281.00
C-2

Grand Total $4,156,998.00

% of Total Award 20.08%

Award Amount $20,697,198.00