Resolution 6446 - Laserfiche WebLink

CLOSING CERTIFICATE OF THE CITY OF EVERETT Everett Public Facilities District Project Revenue Bonds, Series 2007 In connection with issuance for the account the Everett Public Facilities District (the "District") of a direct-pay letter of credit by The Bank of New York Mellon, a New York banking corporation (the "Bank"),providing for the payment of the principal of, interest on and Purchase Price of the District's Project Revenue Bonds, Series 2007 (the "Bonds"), the undersigned, Chief Financial Officer of the City of Everett (the "City") hereby certifies as follows. Capitalized terms used in this Certificate but not defined herein shall have the meanings set forth in the Reimbursement Agreement (the "Reimbursement Agreement"), dated as of December 1, 2011, between the District and the Bank. 1. That the City approves the inclusion of the City's audited financial statements for the fiscal year ended December 31, 2010, in Appendix E to the Remarketing Supplement dated November 25, 2011 for the Series 2007 Bonds. 2. That the City financial statements contained in Appendix E to the Remarketing Supplement fairly present the financial position of the City as of the dates indicated and the results of its operations for the periods therein specified and are in conformity with generally accepted accounting principles applicable to the City applied on a consistent basis. Since December 31, 2010, there has been no material adverse change in the financial condition or results of operations of the City or in the Surplus Revenues payable by the City to the District under the City Interlocal Agreement, the City Payment Agreement, or the revenues payable by the City to the District under the City Advances Agreement (collectively, the "City Agreements"). 3. That there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency or body, public board or body pending or threatened against the City (i) questioning the corporate existence of the City or the titles of the officers of the City to their respective offices or the City's formation of the District, (ii) affecting or seeking to prohibit, restrain or enjoin the performance by the City of the City Agreements, (iii) contesting the validity of the City Agreements, (iv) that might result in a material adverse change in the financial condition of the City or its ability to perform its obligations under the City Agreements, or (v) contesting the completeness or accuracy of the City financial statements included in the Remarketing Supplement or asserting that the City financial statements included in the Remarketing Supplement contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.