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Exhibit A <br /> April 19, 2013 City of Redwood City CONFIDENT 6.2.C. - Page 8 <br /> court decision, any rule or regulation adopted by the applicable agency or law which has been <br /> passed by either the U.S. House of Representatives or the U.S. Senate which may have the effect <br /> of changing the federal income tax incidents of the City or of the ownership of the Financing or <br /> the interest thereon or the transactions contemplated herein (items (i) and (ii) each constituting a <br /> "Termination Event"). <br /> By signing below, City acknowledges and agrees to the terms and conditions of this <br /> Commitment Letter. By signing this Commitment Letter, City acknowledges that the rate is <br /> being locked-in for the financing and if Citv elects to not go through with the Financing or a <br /> Termination Event occurs, City agrees to pay upon demand to the Bank all reasonable fees and <br /> expenses (including, but not limited to, all costs and fees of external legal counsel and, if <br /> applicable, any break funding fees (as defined in the attachment) incurred by the Bank in <br /> connection with this Commitment Letter and the Financing (and the negotiation, documentation <br /> and closing thereof). To accept this Commitment Letter, please execute it in the space provided <br /> below and return this Commitment Letter to us by no later than 4 p.m., Pacific Daylight Time, on <br /> May 8, 2013; if this Commitment Letter is not accepted in the manner aforesaid, it shall expire <br /> and be of no further force and effect as of that date and time. If this Commitment Letter is <br /> accepted in the manner aforesaid, the closing and funding of the Financing must occur by no <br /> later than 5:00 p.m., Pacific Daylight Time, on June 7, 2013. <br /> We would appreciate the opportunity to discuss this Commitment Letter with you at your <br /> earliest convenience. Please do not hesitate to contact me should you have any questions or if I <br /> may be of further assistance. <br /> Sincerely, <br /> James Yasso Date <br /> Vice President, Relationship Manager <br /> BBVA Compass Bank <br /> ACCEPTED and AGREED on behalf of the CITY OF REDWOOD CITY: <br /> Signature Printed Name Title Date <br /> Signature Printed Name Title Date <br />