10. Assignment of Proceeding

Michael R. Peevey is the assigned Commissioner and Douglas M. Long is the assigned ALJ in this proceeding.

1. There is an adequate record composed of all filed and served documents.

2. The record was expanded by supplementary information filed in response to rulings addressing issues raised by the application and by parties.

3. The proposed settlement ensures the continued operation of Park and Ranchos will be in the public interest.

4. The Mojave basin water rights held by Ranchos are subject to the Commission's jurisdiction.

5. The Mojave Basin water rights cannot be encumbered, diminished, or transferred without a Commission order.

6. Carlyle Infrastructure Partners L.P. will dissolve no later than September 28, 2021.

7. The transfer of control will not change the operations of Park or Ranchos and therefore is not a project as defined by CEQA.

8. The terms of the proposed settlement are in the public interest.

9. The proposed transfer of control will have no significant effect upon the environment, because Park and Ranchos will continue to operate as they did before the transfer of control.

1. Applicants bear the burden of proof to show that the request is reasonable.

2. The Mojave Basin water rights are subject to the jurisdiction of this Commission and cannot be transferred without an order of this Commission.

3. The proposed settlement is reasonable in light of the whole record, consistent with law, and in the public interest, therefore the Commission may adopt it.

4. The proposed transfer of control, with additional conditions adopted in this decision, is consistent with the law and in the public interest and therefore the Commission may approve it.

5. It is in the public interest to require Carlyle to file an application with a proposed plan for an orderly transition of Park and Ranchos before Carlyle Infrastructure Partners L.P. is dissolved on or before September 28, 2021. Eighteen months before the date of dissolution is a reasonable timeframe for reviewing and authorizing a plan.

6. The proposed settlement is reasonable because its terms are consistent with our regulatory policy and will tend to ensure Park and Ranchos are operated in a professional manner.

7. The Commission has the discretion and authority to resolve issues which were not addressed in the settlement, including the limited life of Carlyle Infrastructure Partners L.P.

8. Water rights held by Ranchos in the Mojave Basin are subject to an amended Judgment in the Mojave Basin Adjudication (City of Barstow v. City of Adelanto, Riverside Superior Court Case No. 208568).

9. Water rights cannot be encumbered, diminished, or transferred by Ranchos without a specific order by this Commission.

10. The proposed transfer qualifies for an exemption from CEQA pursuant to CEQA Guidelines § 15061(b)(3), so additional environmental review is not required.

11. This decision should be effective today.

12. This proceeding should be closed.

ORDER

IT IS ORDERED that:

1. The proposed settlement of the Division of Ratepayer Advocates with Western Water Holdings, LLC, PWC Merger Sub, Inc., Park Water Company, and Apple Valley Ranchos Water Company, is adopted.

2. Pursuant to Public Utilities Code Sections 851, 852, and 854, the transfer of control of Park Water Company and Apple Valley Ranchos Water Company to Western Water Holdings LLC., which is a wholly-owned subsidiary of Carlyle Infrastructure Partners Western Water L.P., which in turn is wholly-owned by Carlyle Infrastructure Partners, L.P., is approved effective as of the date of today's decision.

3. Water rights held by Apple Valley Ranchos Water Company (Ranchos) in the Mojave Basin are subject to an amended Judgment in the Mojave Basin Adjudication (City of Barstow v. City of Adelanto, Riverside Superior Court Case No. 208568). These water rights cannot be encumbered, diminished, or transferred by Ranchos, Western Water Holdings LLC, Carlyle Infrastructure Partners Western Water L.P., or Carlyle Infrastructure Partners, L.P., without a specific order by this Commission.

4. Western Water Holdings LLC., Carlyle Infrastructure Partners Western Water L.P., and Carlyle Infrastructure Partners, L.P., as the owners of Park Water Company (Park) and Apple Valley Ranchos Water Company (Ranchos) must file an application with a proposed plan for an orderly transition of Park and Ranchos no later than 18 months before September 28, 2021.

5. Hearings are not necessary.

6. Application 11-01-019 is closed.

This decision is effective today.

Dated December 1, 2011, at San Francisco, California.

ATTACHMENT A

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