Fitch Rates CA Pollution Control Fin Auth VRDBs (Mill Valley Refuse) Ser 2014 'A/F1'

Fitch Ratings assigns a rating of 'A/F1', Stable Outlook to the California Pollution Control Financing Authority variable rate demand solid waste disposal revenue bonds (Mill Valley Refuse Service, Inc. Project) Series 2014. The Rating Outlook is Stable for the long-term rating.

KEY RATING DRIVERS:

The rating is based on the support provided by an irrevocable direct- pay letter of credit (LOC) issued by Comerica Bank (rated 'A/F1', Stable Outlook).

The bank is obligated to make regularly scheduled payments of principal of and interest on the bonds in addition to payments due upon maturity, acceleration and redemption, as well as purchase price for tendered bonds. The ratings will expire upon the earliest of: (a) Feb. 6, 2019, the initial stated expiration date of the LOC, unless such date is extended; (b) conversion to the term rate mode; (c) any prior termination of the LOC; and (d) defeasance of the bonds. The LOC provides full and sufficient coverage of principal plus an amount equal to 45 days of interest at a maximum rate of 12% based on a year of 365 days and purchase price for tendered bonds, while in the weekly rate mode. The Remarketing Agent for the bonds is Westoff, Cone & Holmstedt. The bonds are expected to be delivered on or about Feb. 5, 2014.

The bonds initially bear interest at a weekly rate, but may be converted to a term rate. While bonds bear interest in the weekly rate mode, interest payments are on the first Wednesday of each month, commencing March 5, 2014. The trustee is obligated to make timely draws on the LOC to pay principal, interest, and purchase price. Funds drawn under the LOC are held uninvested and are free from any lien prior to that of the bondholders.

Holders may tender their bonds on any business day, provided the trustee is given the requisite prior notice of the purchase. The bonds are subject to mandatory tender: (1) upon conversion of the interest rate; (2) upon substitution or termination of the LOC; and (3) following receipt of written notice from the bank of an event of default under the credit agreement. The bank has the option of directing acceleration rather than a mandatory tender upon an event of default under the credit agreement. The bonds shall be accelerated following trustee's receipt of notice of non-reinstatement of the LOC interest. Optional and mandatory redemption provisions also apply to the bonds. There are no provisions for the issuance of additional bonds.

Bond proceeds will be used to finance will be used to (i) finance and /or refinance the cost of acquiring, constructing, installing, and equipping certain solid waste disposal facilities of the borrower and (ii) refund all of the outstanding 2003A bonds.

RATING SENSITIVITIES:

The rating is exclusively tied to the short and long-term rating that Fitch maintains on the bank providing the LOC and will reflect all changes to that rating.

Additional information is available at www.fitchratings.com.

Applicable Criteria and Related Research:

--'U.S. Municipal Structured Finance Criteria', Feb. 27, 2013;

--'Rating Guidelines for Letter of Credit-Supported Bonds', June 14, 2013.

Applicable Criteria and Related Research:

U.S. Municipal Structured Finance Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=701570

Rating Guidelines for Letter of Credit-Supported Bonds

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=710476

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=816895

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