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MOODY'S INVESTORS SERVICE�'� ��� N�+1�'E�rt�Y@�5 51ER►a'I�E New Issue: ��C}5�'� �I�N� 3 °iIN� °i� �I �F �LE�� �°iE� (FL} �°iE��NC} �E E� �EVENl1E �EFIINC}IN� ��NC}�, �E�IE� 2011 �I���I �r�dit ����a��h - �0 Jun 2tB11 Aa3 RATING AFFECTS $181.5 MILLION IN POSTSALE WATERANDSEWERSYSTEM REVENUE BONDS Clearwater (City ofl FL Water and Sewer Ent. Water/Sewer FL Moodys Rating ISSUE RATING Water and Sewer Revenue Refunding Bonds, Series 2011 Aa3 Sale Amount $46,940,000 6cpected Sale Date 06/15/11 Rating Description water and sewer revenue Opinion NEW YORK, Jun 30, 2011 -- Nbody's Investors Service has assigned an Aa3 rating to the City of Clearwater's (FL) $47.6 million Water and Sewer Revenue Refunding Bonds, Series 2011. The Aa3 rating applies to $181.5 million post-sale water and sewer bonds. The bonds are secured by the net revenues of the combined water, sewer and reclaimed water systems. Proceeds from the Series 2011 bonds will refund $46.9 million in outstanding Series 2002 Bonds to achieve an estimated $2 million net present value savings (4.2% of refunded par), without extending final maturities. SUMMARY RATING RATIONALE The Aa3 rating is based on the system's mature and stable customer base, well-managed financial operations supported by annual rate increases, satisfactory debt service coverage, and the system's strong management team. As a mature system, support for debt service and capital costs are largely dependent on regular future rate increases; officials have demonstrated a long history of adopting rate increases on a timely basis. Also, 53% of the capital program, which has increased as a function of upgrading and maintaining regulatory compliance, is being funded with additional debt proceeds, with about $87 million in new debt expected through 2016. Future capital challenges facing the utility include compliance with total maximum daily load (TMDL) requirements by the state and upgrading treatment of bio-solids. STRENGTHS Strong management Stable, favorable financial performance CHALLENGES Coastal location presents typical Florida water supply challenges and costs DETAILED CREDIT DISCUSSION SECURITY PROVISIONS ARE ADEQUATE Security provisions include a common debt service reserve funded in cash at maximum annual debt service, a rate covenant of 1.15 times annual debt service (including a 1.0 times covenant for all reserves and other required payments), and an additional bonds test of 1.20 times of maximum annual debt service. Security provisions also include a modified open loop flow of funds, which enables the city to use excess water and sewer monies for other city purposes. Some comfort is gained from the provision that the rate covenant requires annual net revenues be sufficient to pay 1.15 times annual debt service and that net revenues after the payment of debt service are sufficient to make a transfer to the Renewal and Replacement Fund equal to 5% of the prior year's revenues. Additionally, payments to the city's General Fund are set by city policy to equal 5.5% of prior year total operating revenue. STABLE AND MATURE CUSTOMER BASE W ITH REGIONALLY FAVORABLE RESIDENT WEALTH INDICES Nbody's believes that the stable and relatively large customer base will continue to support system operations. Located approximately 22 miles west of the city of Tampa (long term issuer rated Aa1), the system's over 25.5 square mile service area serves a population of roughly 150,000, including the city's permanent population (107,685), transient population, and portions of unincorporated Pinellas County. The service area is primarily residential, representing 80% of all customer accounts, with the commercial sector comprising the majority of the remaining 20% of the customer base. The city's economy is showing some indication of stabilization: taxable values declined 30% between fiscal 2008 and fiscal 2011 and preliminary fiscal 2012 taxable assessed values are $7.6 billion, a more modest 2.8% decline. This is a marked improvement from the previous three years in which values fell 10%, 13% and 11% in the years from 2009 to 2011. The economic base is composed of tourism, a retiree population (represented by the city's 44.5 median age) and related professional and other services, including health care. Resident per capita personal income ($41,000) has trended above state and national averages and the 9.4% unemployment rate in April 2011 is lower than that for the state (10.4%) but above the U.S. (8.7%). Mirroring the mature nature of the city, the system has a relatively static number of water and sewer customers, although expansion of the reclaimed water system has increased average flow by 85% over the past five years. Sale of reclaimed water has reduced the use of potable water for irrigation and also helps the city to meet certain permitting requirements for its waste facilities. In fiscal 2010 the system provided service to a total of approximately 39,971 water, 33,041 sewer and 2,782 reclaimed water customers, including both city residents and businesses. There is no large customer dependency, with the revenues of the top ten system customers comprising 11.7% and 10.2%, respectively, of water and sewer revenues in fiscal 2010. ADEQUATE WATER SUPPLYAND TREATMENT CAPACITIES WITHALTERNATE WATER TREATMENTAND SUPPLYBEING ENHANCED Nbody's believes that good planning for long-term water supply and sufficient water and sewer system capacities position the system to meet the long-term needs of the largely built-out area, although future potential regulatory requirements may be costly. The water system purchases a five-year average of 69% of its supply from Pinellas County under a 30-year agreement (to 2035) and produces the remaining 31 %. The water system has experienced an annual decline in average demand from 14.1 MGD in 2006 to 10.8 MGD in 2010 due to use of reclaimed water, water restrictions, conservation and the softened economy. The city's own water supply is derived from 19 production wells (6.25 MGD permitted withdrawal capacity) supplied by the Floridan Aquifer, and the Pinellas agreement allows for a maximum purchase of 15 MGD. The city is planning to decrease its reliance on the county for its water supply by increasing its own well production (19 wells to 38 wells) and treatment capacity. Officials hope to provide 70% of their requirements (10 MGD) from their own supply sources by 2014. The city initiated operation of a 3.6 MGD reverse osmosis (RO) plant in fiscal 2004 (being expanded to 4.6 MGD by 2012) and are constructing a new 6.25 MGD RO plant. Current treatment capacity, from the system's three plants, is 28.5 MGD in relation to 14.3 MGD average. Peak system flows in fiscal 2010, by plant are East 6.5 MGD, Northeast 11.6 MGD and Marshall Street 11.5 MGD. Pinellas County is under contract to obtain up to 100% of its water (about 70 MGD) from Tampa Bay Water (rated Aa2), the exclusive supplier of water to the Tampa Bay region. The city's consumptive use permit with Southwest Florida Water Management District (SWFWND) expired in December 2010, and officials are reportedly seeking an additional 1.75 MGD withdrawal increase on renewal from the current 6.25 MGD permit level. The application process is reportedly underway and city officials are anticipating a permit in Fall of 2011. Water storage is adequate at 22 million gallons. The water system is reportedly in compliance with all material state and federal regulations. The system has a regular meter change-out program and unaccounted for water is reportedly below 10%. The city also operates a sewage collection system and three wastewater treatment plants, with a total design capacity of 28.5 MGD, of which an average of 14.3 MGD, or 50.2%, was used during fiscal 2010. Plants operate under five-year FDEP permits (to October 2011 and March 2012), which are expected to be renewed. Usage has remained stable over the last four years. The city is under a consent order (CO) on its Marshal Street plant due to exceeding limits on the discharge of disinfection byproducts (DBPs). Higher DBP levels are permitted during the CO period, ending in December 2013. The city estimates improvements to bring the plant in compliance could cost between $50,000 and $4 million. Nbst of wastewater effluent is disposed to surface waters, with about 4.4 MGD (including wholesale allocation to Pinellas County) resold through the city's reclaimed water program. There are reportedly about 4,000 parcels that have septics, and these are required to tie into the system if the septics fail and if facilities are available. Sludge is currently being treated to a Class B standard and land applied, although treatment will likely have to be upgraded as future regulations are imposed. Officials anticipate meeting upgraded standards through a thermal dryer project estimated to cost $23.2 million funded over three years (fiscal 2015 to fiscal 2017). Officials are also addressing state parameters for TMDL levels by going to a zero discharge system by 2014. Infiltration/inflow is currently estimated at about 10%. The city has an interlocal agreement with the City of Safety Harbor (expiring 2018) related to the Northeast WWTP (13.5 MGD), whereby the city and Safety Harbor share plant O&M costs (effective cost reimbursement). The reclaimed water system has a 14 MGD permit and 15 MG of storage in relation to the 4.4 MGD distributed currently (including wholesale sold under the Pinellas County agreement). ABOVE A�/ERAGE DEBT RATIO; FUTURE BORROW ING IS EXPECTED, SUPPORTED BYAPPROVED RATE INCREASES Nbody's believes that the current above average debt ratio will remain high in light of expected future borrowing. The fiscal 2010 debt ratio of 50.5% is above average. According to the city's rate study, additional borrowing over the fiscal 2011 to fiscal 2016 capital program of about $87 million will likely maintain the above average debt ratio. Per the city's 2011 to 2016 Capital Improvement Program, nearly 53% of city's $121.3M capital program is being funded with bond proceeds. About $55.1 million (45.4%) is for water projects and $66.2 million (54.6%) is for wastewater projects. Capital funding is required for continued renewal and replacement and upgrades to each system, consistent with the enterprise's master plan. Nbody's believes that debt levels will remain above average but manageable due to already approved annual rate increases of 7% for fiscal 2011, and 4.5% for fiscal 2012 through 2016. The average monthly residential bill of $50.56 in fiscal 2011 (based on 4,000 gals. per month) is among the top half of bills for utilities in the region. The average bill is projected to increase to $57.50 by 2014 after the previously-mentioned increases. Debt repayment (31.5% in 10 years) is below average. The system has no variable rate debt, derivative products or issues with debt service reserve sureties (all reserves are funded in cash). SATISFACTORYUTILITYFINANCES WITHADEQUATE DEBTSERVICE COVERAGE Nbody's believes that continued timely implementation of rate increases will continue to provide satisfactory debt service coverage and maintain the system's overall favorable condition. Annual debt service coverage increased from 1.43 times in 2005 to 1.88 times in fiscal 2009, then making an expected decline in FY2010 to 1.51 times. This decline is largely the result of debt service increasing to about $14 million from $11 million in 2009 as payment on the $68 million Series 2009Abegan. Coverage going forward is projected to remain in a range of between 1.59 times and 2.0 times from fiscal 2011 to 2016, including debt service from future borrowings, but before the transfer to the General Fund, which is sized at 5.5% of prior year revenues. Maximum annual debt service coverage is currently 1.39 times based on fiscal 2010 net revenues. Net revenue has increased 50% over the last five years through 2010 to accommodate debt service increases as well as maintaining operating and capital reserves. Acredit positive is the system's financial policy of maintaining an unrestricted working capital reserve equal to three months (25%) of operations and maintenance expenses and purchased water expenses. Net working capital as a percent of operating expenses is a strong 200%. Unrestricted cash and investments of $29 million in fiscal 2010 equaled about 77.5% of operating expenses. W HAT COULD MAKE THE RATING GO UP: - Improved debt service coverage and liquidity - Improved demographic resident profile WHAT COULD MAKE THE RATING GO DOWN: - Deterioration of debt service coverage or liquidity - Prolonged and deepening economic decline KEY STATISTICS: Security: Net revenues of combined water, sewer and reclaimed water system. Fiscal 2010 CustomerAccounts, Water: 39,971 Sewer: 33,041 Reclaimed Water: 2,438 (an additional 402 pay the availability fee) Post-Sale Parity Debt Outstanding: $181.5 million Expected Borrowing (2012 to 2016): Approx. $87 million Bond Payout Ten Years: 31.5% update Twenty Years: 57.2% update Thirty Years: 100% update Fiscal 2010 operations, Operating Ratio: 67.2% Debt Ratio: 50.5% Debt Service Coverage: 1.51 times Coverage of estimated maximum debt service, based on FY2010 net revenue: 1.39 times Per Capita Income as % of State (1999): 113.8% Median Family Income as % of State (1999): 103.8% Unemployment Rate, April 2011: 9.4% (State, 10.4%; U.S. 8.7%) The principal methodology used in this rating was was Analytical Framework For WaterAnd Sewer System Ratings published in August 1999. REGULATORY DISCLOSURES Information sources used to prepare the credit rating are the following: parties involved in the ratings and public information. Nbody's Investors Service considers the quality of information available on the credit satisfactory for the purposes of assigning a credit rating. Nbody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Nbody's considers to be reliable including, when appropriate, independent third-party sources. However, Nbody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process. Please see ratings tab on the issuer/entity page on Nbodys.com for the last rating action and the rating history. The date on which some Credit Ratings were first released goes back to a time before Nbody's Investors Service's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Nbody's Investors Service provides a date that it believes is the most reliable and accurate based on the information that is available to it. 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