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MEMORANDUM OF UNDERSTANDING

WHEREAS, the High Desert Corridor Joint Powers Agency (hereinafter “HDCJPA”)

intends, upon securing adequate funding and obtaining regulatory authorization, to construct and

sponsor the operations of rail line(s) for the purpose of providing high-speed passenger service,

between Palmdale, California and the Town of Apple Valley, California; and

WHEREAS, upon such time as HDCJPA becomes a carrier for purposes of the Railway

Labor Act (“RLA”) , 45 U.S.C. 151 et seq., and may, contract with an operator or other contractors

in connection with the operation of its new rail line, who will employ persons working in various

capacities or, alternatively, will control affiliated entities, subsidiaries, or engage contractors and

subcontractors (“Affiliated Entities”) that will employ persons working in various capacities in

connection with the operation of the new rail line to perform all rail functions/traditional rail work

(including operating, engineering, maintenance of equipment, dispatch, on-board service and

clerical work);

WHEREAS, HDCJPA intends to own the facilities, land, and assets for the high-speed

passenger service and contract with another entity or entities to use such facilities, land and assets

to operate the high-speed passenger service and to maintain it (“Operational Entity”) and the

Operational Entity may contract with other entities to perform such rail functions/traditional rail

work (the “Affiliated Entities”); and

WHEREAS, upon such time as HDCJPA enters into an agreement with the Operational

Entity (the “Operational Agreement”), it intends to include language in that agreement to ensure

that employees of the Operational Entity will have the right under the RLA to decide for

themselves whether to be represented by one or more labor organizations for purposes of collective

bargaining, and, if they desire to be represented, to choose any such representatives; and

WHEREAS, one or more of the undersigned Labor Organizations (the “Signatory Labor

Organizations”) may have an interest in seeking to become a representative of employees working

for the Operational Entity, any Affiliated Entities, and/or any other entity(ies) which become

subject to the provisions of this Memorandum of Understanding through operation of

Paragraph 15, below, hereof for purposes of collective bargaining; and

WHEREAS, HDCJPA desires, by entering into this Memorandum of Understanding, to

acknowledge the constructive role of labor organizations in representing employees who choose

to be represented; and

WHEREAS, the Signatory Labor Organizations wish to support HDCJPA’s construction

of its rail lines and commencement of rail operations in order to make possible the employment of

numerous persons in connection with such operations;

NOW, THEREFORE, HDCJPA and the Signatory Labor Organizations (collectively, the

“Parties”) agree as follows:

1. The Parties share the common goal of ensuring a strong future for HDCJPA’s new

highspeed rail line and its operations; the highest quality of service for its passengers; the safest

possible operations; and the highest quality working conditions for its employees.

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2. HDCJPA does not intend to operate the HDCJPA rail lines or provide rail service.

Upon such time as the HDCJPA enters into an Operational Agreement, it will include language in

that agreement to ensure that the Operational Entity’s and its Affiliated Entities’ employees

working in connection with the operation of and support for HDCJPA’s new highspeed rail line

shall become subject to the RLA. HDCJPA and its Operational Entity and its Affiliated Entities

will not interfere with their employees’ right to determine for themselves whether to become

represented for purposes of collective bargaining under the RLA, and if so, to select one or more

representatives, as may be appropriate.

3. Upon such time as the HDCJPA enters into an agreement with the Operational

Entity, it will include language in that agreement to ensure that the Operational Entity’s and its

Affiliated Entities’ employees working in connection with the operation of and support for

HDCJPA’s new highspeed rail line shall become subject to the RLA. HDCJPA will also include

language in that agreement that the Operational Entity and its Affiliated Entities (including the

management employees, agents, and representatives of any kind) will not question employees

about their support or nonsupport for a labor organization or their involvement in labor

organization activities.

4. In the event that a Signatory Labor Organization shall undertake an effort to

organize employees of the Operational Entity and/or its Affiliated Entities for purposes of

collective bargaining under the RLA, the Signatory Labor Organization will communicate with

such employees in a non-adversarial, positive manner and will not denigrate HDCJPA, the

Operational Entity and/or its Affiliated Entities or any of its managers, supervisors, or

representatives. HDCJPA will not denigrate any Signatory Labor Organizations, that undertake an

effort to organize employees of the Operational Entity and/or its Affiliated Entities. HDCJPA will

include language in the Operational Agreement to ensure that the Operational Entity and its

Affiliated Entities will not denigrate any Signatory Labor Organizations, that undertake an effort

to organize employees of the Operational Entity and/or its Affiliated Entities. In the Operational

Agreement, the HDCJPA will require that Labor Organizations, undertaking an effort to organize

employees of the Operational Entity and/or its Affiliated Entities shall be provided reasonable

access to the nonwork areas of the facilities of the Operational Entity and/or its Affiliated Entities,

during nonwork hours for the employees involved and in a manner which does not interfere with

the work activities of the employees involved, upon request made 48 hours in advance. In the

Operational Agreement, the HDCJPA will require that the Operational Entity and its Affiliated

Entities will also provide Signatory Labor Organizations, engaged in an effort to organize

employees working in connection with the operation of HDCJPA’s new highspeed rail line with

lists of those employees that specify the employees’ first and last names, current work address,

work phone number(s), work email address, position, and job classification.

5. The Parties recognize that HDCJPA, the Operational Entity and its Affiliated

Entities will not be able to favor, or otherwise discriminate as between, the Signatory Labor

Organizations and other, non-signatory labor organizations in connection with any organizing

efforts.

6. The Parties recognize the exclusive role of the National Mediation Board (“NMB”)

in resolving representation disputes arising under the RLA, and do not intend, in this Memorandum

of Understanding, to seek to restrict or avoid the NMB’s exercise of its RLA responsibilities.

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7. The Operational Agreement will include language requiring that in the event (a) a

Signatory Labor Organization applies to the NMB for certification as representative, for purposes

of collective bargaining under the RLA, of a craft or class of the Operational Entity’s and/or its

Affiliated Entities’ employees that is not already represented by a labor organization for purposes

of collective bargaining, and (b) the composition of such craft or class has been determined either

by the NMB or by agreement between the Operational Entity and/or its Affiliated Entities and the

involved Signatory Labor Organization, the Operational Entity and/or its Affiliated Entities will

inform the NMB that it/they agree(s) to certification of the applicant Signatory Labor Organization

as representative of such craft or class if the NMB determines on the basis of a card check that a

majority of the employees in the craft or class have selected the applicant Signatory Labor

Organization as their representative. The preceding sentence shall be without effect if two or more

competing representation applications are submitted to the NMB with respect to the same craft or

class. This paragraph does not limit the Operational Entity’s and/or its Affiliated Entities’ rights

to participate in NMB proceedings, including but not limited to proceedings conducted for the

purpose of determining the composition of a craft or class.

8. Nothing in this Memorandum of Understanding precludes the voluntary

recognition by the Operational Entity and/or its Affiliated Entities at any time of any labor

organization, including but not limited to a Signatory Labor Organization, as representative of a

craft or class of employees for purposes of collective bargaining under the RLA.

9. The Signatory Labor Organizations agree to help advocate for funding for the

HDCJPA before any federal or state governmental entity involved in the financing of the HDCJPA

project.

10. HDCJPA enters into this Memorandum of Understanding on behalf of itself and its

successors in interest. HDCJPA will instruct its management, and the management of its

Operating Entity and its Affiliated Entities, on the terms of this Memorandum. As described in the

enumerated terms (paragraphs “1 – 14”) contained within this Memorandum of Understanding,

HDCJPA shall require in the Operational Agreement that the Operating Entity and its Affiliated

Entities working in connection with the operation of HDCJPA’s new highspeed rail line enter into

and comply with all terms of this Memorandum of Understanding.

11. Furthermore, HDCJPA commits that the Operating Entity and its Affiliated Entities

used to perform any rail functions/traditional rail work (including operating, engineering,

maintenance of equipment, dispatch, and on-board service clerical work and inspection,

maintenance and repair of rolling stock); shall be a rail carrier covered under the RLA, the

Railroad Retirement Act of 1974 (“RRRA”), 45 U.S.C. 231 et seq., and the Railroad

Unemployment Insurance Act (“RUIA”), 45 U.S.C. 351 et seq. and use union represented

employees. As described in the enumerated terms (paragraphs “1 – 13”) contained within this

Memorandum of Understanding, HDCJPA shall require its Operating Entity and its Affiliated

Entities working in connection with the operation of HDCJPA’s new highspeed rail line to enter

into and comply with all terms of this Memorandum of Understanding.

12. This Memorandum of Understanding applies only to the Signatory Labor

Organizations and is effective only on condition that it has been executed by all of the Labor