3. The Settlement Agreement

The principal terms of the Settlement Agreement between BRW and CPSD are as follows:

3.1. Admissions by BRW

1) Operations in California Without Proper Authorization. BRW admits that it operated in California without proper authority from the Commission during the periods from January 1, 2000 through January 31, 2001 and September 23, 2004 through the present, in violation of Sections 702 and 1013(a).

2) Failure to Remit Required Fees and Surcharges to this Commission. BRW admits that during the entire period of its operation in California, the company never remitted any of the required fees or surcharges to the Commission, in violation of Sections 405 and 702.

3) Amount of Fees and Surcharges Owed for Previous Years. BRW admits that it owes outstanding fees and surcharges for the period from January 1, 2000 through December 31, 2007. The amount of unpaid fees and surcharges, plus simple interest accrued at the rate of 10% per year for this period, is $41,264.80.

4) Surcharges and Fees Owed for 2008. BRW admits that it also owes the Commission its outstanding fees and surcharges for the period from January 1, 2008 to the present.

5) Failure to File Required Reports. BRW admits that during the entire period of its operations in California, the company has never filed required reports with the Commission, in violation of Sections 405 and 702.

6) Violation of Rule 1.1. BRW admits that it violated, even if inadvertently, Rule 1.1, based on the company's failure to disclose this Commission's revocation of its CPCN in 2004 and the above-described sanctions by the Florida Public Service Commission in this application.

3.2. Payment of Outstanding Fees, Surcharges, Interest, and Fine by BRW

1) Payment of Fees and Surcharges for 2008. On or before August 10, 2008, BRW shall remit to the Commission all outstanding surcharges and fees due to this Commission for the period from January 1, 2008 through July 31, 2008. No interest shall accrue on this amount so long as the Commission receives payment in full from BRW on or within five days after this due date. If BRW defaults on this payment, interest shall accrue on any unpaid balance at the rate of 10% per year calculated as compound interest, commencing on the default date. BRW shall be deemed to be in default if full payment is not received by five days after the due date. BRW has complied with this provision of the Settlement Agreement.

2) Payment of Fees and Surcharges for Years 2000-2007. BRW shall pay to the Commission $41,264.80, which consists of the balance owed for unpaid fees for 2000 through 2007 plus simple interest calculated at the rate of 10% per year. Within 30 days of Commission approval of the Settlement Agreement, BRW shall make the first payment to the Commission of $10,000, which shall be applied toward the outstanding balance for overdue surcharges and fees. BRW shall pay the remaining balance of $31,264.80 in 21 equal monthly installments of $1629.05, commencing within 60 days of approval of the Settlement Agreement by the Commission. As of the payment commencement date, interest shall continue to accrue on any remaining unpaid balance at the rate of 10% per year calculated as compound interest.

3) Manner of Making Installment Payments. BRW's installment payments shall be made by separate checks to the different Public Purpose Programs along with a completed copy of the Combined California Public Utilities Commission (CPUC) Telephone Surcharge Transmittal Form "Special Transactions," as specified in the Settlement Agreement.

4) Payment of Fine by BRW. BRW has agreed to pay a fine of $20,000 to the California State General Fund in settlement of violations stated in the Settlement Agreement. Payment of the fine shall commence within 60 days of the Commission's approval of the Settlement Agreement. BRW shall make 21 monthly installment payments. The first payment shall be in the amount of $952.38, and subsequent payments shall be in the amount of $952.40. No interest shall accrue on the fine amount unless BRW defaults on its payment obligations. BRW shall be deemed in default if the full installment payment is not received by the Commission within five days of the due date. If BRW defaults on any of these installment payments, CPSD may impose a late fee of 10% of the unpaid installment amount for each and every month that BRW has defaulted on payment.

5) Final Settlement and Release. Upon BRW's payment of all fees, surcharges, interest, and fines as stated above, this Settlement Agreement releases BRW and constitutes a final settlement of any and all costs, direct or indirect, known or unknown, accruing to or incurred by the Commission during the course of investigation and review in this proceeding.

3.3. Filing of Required Reports by BRW

BRW shall timely file all required reports for 2008 and for all future years in which BRW continues to provide services in California within this Commission's jurisdiction.

3.4. Filing of Amended Application

Within 30 days of the Commission's approval of the Settlement Agreement, BRW shall file an amended application, which discloses this Commission's previous revocation of BRW's CPCN and the sanctions previously imposed by the Florida Public Service Commission.

3.5. Withdrawal of Protest by CPSD

CPSD proposes to withdraw its protest within five days of the effective date of this order.

3.6. Monitoring of BRW by CPSD

1) Quarterly Reports by BRW Regarding Payments Made. BRW shall inform CPSD every three months of all payments made in satisfaction of the terms of the Settlement Agreement by providing CPSD with an electronic spreadsheet, which reports all payments made and payment dates, until all balances recited in the Settlement Agreement are paid in full.

2) Bank Statements. Upon CPSD's request, BRW shall provide CPSD with copies of its bank statements.

3.7. Enforcement of Settlement Agreement

1) Each Material Breach is a Separate Violation. Every material breach of the Settlement Agreement is a separate violation, and the Commission may take all necessary action to enforce its orders.

2) Commission Jurisdiction. The parties agree that the Commission has primary jurisdiction over the interpretation, enforcement, or remedies pertaining to the Settlement Agreement. No party may bring an action related to the Settlement Agreement in any local, state, or federal court or administrative agency, without having first exhausted its administrative remedies at the Commission.

3) Settlement Agreement is Binding on Parties and Successors. The Settlement Agreement is binding on all parties and their successors.

4) Effect of Settlement Agreement on Enforcement by CPSD or Commission Action Based on BRW's Violations. After the issuance date of the Commission decision adopting the Settlement Agreement, CPSD will initiate no enforcement action and seek no administrative or other penalties against BRW based on the evidence of violations recited in the Settlement Agreement, unless BRW breaches the Settlement Agreement or violates the Commission order approving it. This provision shall not prohibit the Commission from considering the violations described in the Settlement Agreement, including the Rule 1.1 violation, if its finds that Application committed violations of Rule 1.1, other Commission Rules and regulations, or Public Utilities Code provisions related to BRW's operations.

5) Support of Settlement Agreement by the Parties. The parties agree that they will not take other action that would be inconsistent in any manner with fully supporting the Settlement Agreement. The parties agree to furnish additional information, documents, and/or testimony as the Commission or CPSD may request to implement the Settlement Agreement.

6) The Settlement Agreement Is Not a Binding Admission or Concession in Other Proceedings. The parties agree that neither the Joint Statement of Undisputed Facts nor anything else contained in the Settlement Agreement constitutes a binding admission or concession in any other proceeding.

7) Knowing and Voluntary Entry into Settlement Agreement. The parties agree that each of them is entering into the Settlement Agreement freely and voluntarily, and has had its respective attorney or other authorized person review the terms of the Settlement Agreement. Each party states that it has read and fully understands its rights, privileges, and duties under the Settlement Agreement. The parties stipulate that the Settlement Agreement is fair and is not the result of any fraud, duress, or undue influence by any other party.