AgdaPkt 2013-05-06 - Laserfiche WebLink

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�_� ExhibitA � � � Compass 6.2.C. - Page 7 �� James Yasso, Vice President BBVA Compass Bank 8777 Sierra College Boulevard Roseville, CA 95661 April 19, 2013 Brian Ponty, City Finance Director City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Bill Euphrat, Principal William Euphrat Municipal Finance, Inc. 3100 Clay Street San Francisco, CA 94115 Mr. Ponty and Mr. Euphrat: Compass Bank, an Alabama corporation (the `Bank" or `BBVA Com�ass" or "Lender"), has reviewed the information provided by you in connection with the requested financing for the City of Redwood City (the "C�"). Based on the review to-date and subject to the timely receipt of a signed copy of this letter as indicated below, and satisfying the conditions outlined herein, the Bank is pleased to commit to provide up to $4,300,000 for tax-exempt term financing as outlined in the attached term sheet (the "Term Sheet") incorporated herein by reference (the "Financin�" or "Obli_ag tion"), subject to the terms and conditions of this letter and the Term Sheet (together, this "Commitment Letter"). City hereby represents and covenants (and it is a condition to the Bank's commitment hereunder) that (a) all financial information and projections, and all other information and general economic or specific industry information (the "Information") that has been or will be made available to the Bank by City or any of City's representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. City agrees that if, at any time prior to the closing of the Financing any of the representations in the preceding sentences would be incorrect if the Information were being furnished, and such representations were being made, at such time, then City will promptly supplement the Information, as the case may be, so that such representations will be correct at such time. City understands and acknowledges that in arranging the Financing the Bank may use and rely on the Information without independent verification thereof. Notwithstanding anything herein to the contrary, Bank's obligation to provide the Financing and City's obligation to consummate the Financing shall be subject to the condition precedent that from the date hereof to the date of delivery of the Financing, there shall not have occurred any: (i) material adverse change in the financial condition or general affairs of the City; or (ii) event,