Third Amendment to HPA — Washington, D.C. 

TAMPA/175303.1

THIRD AMENDMENT TO 

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT 

and 

HFA PARTICIPATION AGREEMENT 

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

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

attached hereto as the Third 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 together with the 

Original HPA as amended thereby and by the First 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 and Treasury has agreed to the same; 

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

document all approved modifications to the Service Schedules and Permitted Expenses; 

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 Third 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 Third 
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TAMPA/175303.1

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

amended by this Third 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 Third 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 Third 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 Third 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 Third Amendment and any other closing documentation delivered to 

Treasury in connection with this Third 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 

Third Amendment and any other closing documentation delivered to Treasury in 

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

thereunder. 

3. Miscellaneous

A. The recitals set forth at the beginning of this Third 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. 
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TAMPA/175303.1

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 Third 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 Third Amendment shall be treated as originals for all purposes. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

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

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

hereby execute and deliver this Third 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/ Harry D. Sewell By: 

Name: Harry D. Sewell Name: Timothy G. Massad 

Title: Executive Director Title: Acting Assistant Secretary for 

 Financial Stability 

 

ELIGIBLE ENTITY:

DISTRICT OF COLUMBIA HOUSING 

FINANCE AGENCY 

By: /s/ Harry D. Sewell 

Name: Harry D. Sewell 

Title: Executive Director 

 

TAMPA/175303.1

EXHIBITS AND SCHEDULES

Schedule A Basic Information 

Schedule B Service Schedules 

Schedule C Permitted Expenses 
TAMPA/175303.1

SCHEDULE A

BASIC INFORMATION

Eligible Entity Information: 

Name of the Eligible Entity: District of Columbia Housing Finance Agency1

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: District of Columbia Housing Finance Agency 

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 

 

1 References in the Agreement to the term "HFA" shall mean the District of Columbia Housing Finance Agency 

("DCHFA") in its capacity as an HFA as such term is used in the Agreement; references in the Agreement to the 

term "Eligible Entity" shall mean DCHFA, in its capacity as Eligible Entity as such term is used in the Agreement. 
TAMPA/175303.1

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 

Permitted Expenses: $ 3,380,494.00

Closing Date: September 23, 2010 

First Amendment Date: September 29, 2010 

Second Amendment Date: December 16, 2010 

Third Amendment Date: March 31, 2011 

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. 
TAMPA/175303.1

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. 
TAMPA/175303.1

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 payments to Unemployment Insurance (UI) claimants 

or those who have received UI payments in the past six (6) 

months. Approved applicants may receive up to fifteen (15) 

months of assistance from the HomeSaver Program. 

The HomeSaver Program is made up of three components: 

• The Lifeline component will offer a one-time payment of up 

to three (3) months mortgage delinquency; including 100% 

of principal, interest, taxes, insurance (PITI), late fees, coop 

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

• The Mortgage Assistance component will provide up to 

fifteen (15) months of payments equal to 100% of the 

mortgage payment (PITI). Mortgage Assistance may 

include principal, interest, taxes, insurance (PITI), late fees, 

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

current. Mortgage Assistance will terminate: (i) at the end 

of the fifteen (15) months or once the program cap is 

reached; (ii) the end of UI payments, due to reemployment, 

plus two (2) months (provided that the participant has not 

received more than a total of fifteen (15) months of 

assistance or the program cap amount; or (iii) failure to 

comply with the requirements of DOES for continuation of 

UI Payments. 

• The Restore component will be available for program 

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

to six (6) months of delinquency) but who have sufficient 

resources to continue making timely mortgage payments. 

The Restore component is for recently employed participants 

who have received UI payments within the past six (6) 

months but have since found employment. The Restore 

component may only cover arrearages accumulated during 

the period of unemployment or substantial 

underemployment. Restore may include principal, interest, 

taxes, insurance (PITI), late fees, coop fees, condo fees, etc., 

in order to bring the mortgage current. 
TAMPA/175303.1

Applicants will be referred to the HomeSaver Program after 

completion of an intake package to include: (1) proof of 

identity; (2) current statement of mortgage note; (3) payment 

coupon; and (4) proof of receipt of UI payment(s). Intake 

packages will be forwarded to the HomeSaver Program 

Coordinator for review and approval from either: (a) a U.S. 

Department of Housing and Urban Development (HUD) 

approved housing counseling agency; (b) Counselor Direct 

(www.counselordirect.com) or DCHFA website; or (c) a call-in 

number. 

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

Program is to prevent foreclosures that will erode the base of 

homeowners in the city, which already lags behind the national 

average in the rate of homeownership. 

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 city’s UI and job training programs. The 

Urban Institute (the Institute) has conducted extensive research 

into housing issues in DC including mortgage delinquencies and 

foreclosures. The Urban 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 city-wide although the 

DCHFA intends to “pilot test” the HomeSaver Program design 

in Wards 5, 7 and 8; those hardest hit by both unemployment 

and foreclosure. 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$17,316,704.00 

5. Borrower Eligibility 

Criteria 

Candidates for HomeSaver Program assistance will be those in 

the DOES database receiving UI payments or those who have 

received UI payments in the past six months. Eligible program 
TAMPA/175303.1

participants will be: 

• District of Columbia residents; 

• homeowners residing in their primary residences; 

• homeowners as evidenced by the deed of trust; 

• borrowers who are receiving or have received UI payments 

in the past six (6) months; 

• homeowners who have not received a foreclosure notice; 

• homeowners who are not in active bankruptcy. 

All program participants will be required to sign a notarized 

Hardship Affidavit attesting to their inability to make mortgage 

payments due to unemployment or substantial underemployment 

that occurred through no fault of their own. 

6. Property / Loan 

Eligibility Criteria 

Single family home, condominium or cooperative. 

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

than $729,750. 

• Homeowners not receiving, or who have not received UI 

payments in the past six months. 

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 the loan will be 

forgiven and the lien removed. 

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. 

Loan funds repaid by program participants will be recycled 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. 

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

months. The duration of assistance with respect to each 

program will be as follows: 

• Lifeline - One time payment equal to up to three (3) months 

of monthly payments. 
TAMPA/175303.1

• Mortgage Assistance - Payments of PITI for up to fifteen 

(15) months. 

• Restore - One time payment equal to up to six (6) months of 

monthly payments. 

If eligible, participants may participate in one or more programs. 

If, for example a program participant receives Lifeline 

assistance to bring his/her mortgage current after a three (3) 

month delinquency payment, the participant may still be eligible 

for twelve (12) months of Mortgage Assistance payments. 

11. Estimated Number of 

Participating 

Households 

540-1000 

12. Program Inception / 

Duration 

The HomeSaver Program is expected to begin on January 18, 

2011 and 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 with foreclosure issues 

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 (NSP). 

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 

allowed but not required. 

16. Qualify as an 

Unemployment 

Program 

; Yes  No 
TAMPA/175303.1

SCHEDULE C

PERMITTED EXPENSES

Washington D.C. 

 

 One-time / Start-Up Expenses: 

Initial Personnel $76,829.00 

Building, Equipment, Technology $163,968.00 

Professional Services $12,000.00 

Supplies / Miscellaneous $0.00 

Marketing /Communications $7,500.00 

Travel $0.00 

Website development /Translation $12,100.00 

Contingency $0.00 

 Subtotal $272,397.00 

Operating / Administrative 

Expenses: 

Salaries $1,125,382.00 

Professional Services (Legal, 

Compliance, Audit, Monitoring) $199,743.00 

Travel $0.00 

Buildings, Leases & Equipment $131,612.00 

Information Technology & 

Communications $110,000.00 

Office Supplies/Postage and 

Delivery/Subscriptions $9,800.00 

Risk Management/ Insurance $0.00 

Training $0.00 

Marketing/PR $31,700.00 

Miscellaneous $90,000.00 

 Subtotal $1,698,237.00 

 Transaction Related Expenses: 

Recording Fees $804,500.00 

Wire Transfer Fees $15,360.00 

 Counseling Expenses 

File Intake $0.00 

Decision Costs $0.00 

Successful File $0.00 

Key Business Partners On-Going $590,000.00 

 Subtotal $1,409,860.00 

Grand Total $3,380,494.00 

% of Total Award 16.33% 

Award Amount $20,697,198.00