1 FIRST AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING REGARDING
REGIONAL MARKETING
This FIRST AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING REGARDING REGIONAL MARKETING (“MOU”) is made and entered into as of October 14, 2025 (“Effective Date”), by and between AV EDGE, a California nonprofit corporation (“AV Edge”), and CITY OF LANCASTER, a California municipal corporation and charter city (“City”) (AV Edge and City are sometimes singularly referred to as a “Party” and collectively referred to as the “Parties”).
WHEREAS, the Parties entered into a memorandum of understanding on September 21, 2022 that expired on June 30, 2025. The Parties desire by this First Amended and Restated MOU to continue regional marketing and economic development efforts.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Term of MOU. The term of this MOU shall commence on October 14, 2025 and expire on June 30, 2026; provided that AV Edge can request annual extensions as provided in Section 2 hereof. (“Term”).
2. Extensions. Upon mutual agreement in writing, the term of the MOU can be extended annually for up to two additional years to expire no later than June 30, 2028.
3. AV Edge’s Obligations. During the Term of this MOU, AV Edge agrees to and shall provide the services and perform the tasks described in the Schedule of Services and Deliverables that is attached hereto as Exhibit A and incorporated herein.
4. City’s Obligations. In consideration of AV Edge performing its obligations as described in section 1 of this MOU, City agrees to and shall pay to AV Edge $300,000 per year during the Term.
The City’s payment to AV Edge under this section 3 shall be inclusive of and instead of all sponsorship, membership, and other forms of financial support City provided or agreed to provide AV Edge prior to the Effective Date.
5. Indemnification. AV Edge agrees to and shall indemnify, defend (with attorneys selected by City) and hold City, including its elected and appointed officials, employees, agents and representatives, harmless from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including, but not limited to, expert witness fees, attorneys’ fees and costs) of any kind or nature which arise or in any way relate to AV Edge performing the services, tasks, and/or other obligations under this MOU. The provisions of this section shall survive the expiration or termination of this MOU.
6. Independent Contractors. The Parties hereto agree that each Party, and any of its agents, servants, or employees of each Party, in the performance of this MOU, shall act in an independent capacity and not as officers, servants, agents or employees of the other Parties.
7. Waiver. Any waiver with respect to any provision of this MOU shall not be effective unless in writing and signed by all Parties hereto. The waiver by any Party of any breach of any term, 2 covenant, or condition herein contained shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained.
8. Amendments; Integration. This MOU constitutes the entire agreement between the Parties on the matters addressed herein. This MOU cannot be orally modified. Any amendment or modification to this MOU must be in writing, signed by the Parties. It is mutually understood and agreed that no alterations or variation of the terms of this MOU shall be valid unless made in writing and signed by each of the Parties hereto, and that no oral understanding or agreement not incorporated herein, and no alterations or variations of the terms hereof unless made in writing between the Parties hereto, shall be binding on any of the Parties hereto.
9. Time of the Essence. Time is of the essence with respect to the performance of every provision of this MOU in which time of performance is a factor.
10. Counterparts. This MOU may be executed in identical counterpart copies, each of which shall be an original, but all of which taken together shall constitute the same agreement.
11. Notices. Any notices pursuant to this MOU shall be in writing and sent (i) by Federal Express (or other established express delivery service which maintains delivery records), (ii) by hand delivery, (iii) by certified or registered mail, postage prepaid, return receipt requested, or (iv) by email, if at least one other method is used, to the following addresses:
To AV Edge: AV Edge
824 W. Lancaster Blvd.
Lancaster, CA 93534
Attention: Drew Mercy
Email: [email protected]
To City: City of Lancaster
44933 Fern Avenue
Lancaster, California 93534
Attention: Trolis Niebla
Email: [email protected]
12. Construction. This MOU shall not be construed against any Party that was involved in preparing it but shall be construed as if all Parties jointly prepared this MOU, and any uncertainty and ambiguity shall not be interpreted against any one Party.
13. Governing Law. This MOU is to be interpreted, enforced, and governed by and under the laws of the State of California, regardless of the conflicts of laws rules of any individual state.
14. Warranty of Authority. Each Party represents that it is authorized to enter into, execute, deliver, and perform this MOU, that it has all necessary authority from its boards, officers, directors, members, partners, or others whose authority or consent may be required to enter into this MOU, and that no other acts, votes, or other proceedings are necessary on the part of any Party to authorize this MOU.
15. Cooperation; Further Acts. The Parties agree to fully cooperate to accomplish the terms, purpose, and spirit of this MOU, including but not limited to executing such documents and taking such 3 other actions as may be reasonably necessary to implement the purpose of this MOU.
16. Captions and Headings. The paragraph headings, captions, and titles used in this MOU are intended solely for convenience of reference and shall not in any manner amplify, limit, modify, or otherwise be used in the interpretation of any of the provisions hereof.
17. Binding Agreement. This MOU shall be binding upon each of the Parties and shall be enforceable by any Party against any of the other Parties. This MOU shall also be binding upon the Parties respective heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of each party and to their respective heirs, administrators, representatives, executors, successors, and assigns.
AV EDGE,
a California nonprofit mutual benefit
corporation
By: _________________________________
Suzy Ghazarossian, President
CITY OF LANCASTER,
a charter city and California municipal
corporation
By: ______________________________
Trolis Niebla, City Manager
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EXHIBIT A
SCHEDULE OF SERVICES AND DELIVERABLES
City expects AV Edge to be a key strategic partner in advancing economic development initiatives for the benefit of the Lancaster community and the region. The partnership established through this MOU is intended to provide a mechanism for AV Edge to serve as a force multiplier of the City’s existing economic development staff, fostering collaboration and enhanced services to further regional economic development goals.
In consideration of the payment described in section 3 of the MOU, AV Edge agrees to and shall do the following:
AV Edge & City Partnership Branding/Image Building
Representation at a minimum of four (4) conferences or trade shows per calendar year, to be prioritized and approved through mutual consent of the Parties and other MOU Partners, Participation should reach regional and national levels to allow for the promotion of the Antelope Valley region outside the Antelope Valley. Participation should include attendance, marketing or promotional materials, and the identification of new leads, potential developers, and/or business partners.
oAV Edge shall compile a list of industrial and commercial real estate conferences held on an annual basis. Conference attendance, participation, and sponsorship shall be coordinated between AV Edge and the MOU Partners to jointly determine the four events per year and level of participation. AV Edge shall equally share among MOU Partners any benefits associated with attendance or sponsorship. oMOU partners shall participate in AV Edge Board discussions to mutually agree upon levels of participation. MOU Partners shall provide direction and input on any regional marketing materials and provide written approval for mutually agreed upon marketing materials.
Publications
Annual Economic Roundtable Report: AV Edge shall deliver an annual report that highlights regional economic trends, investment activity, and development highlights relevant to the MOU Partners. The report shall include analysis of job creation, capital investment/growth, along with economic development insights for the upcoming year. All content related to the MOU Partners must be subject to review and approval by the MOU Partners prior to publication in order to ensure accuracy and consistent messaging. MOU Partners are to be represented equally in the report.
Labor Market Study: AV Edge shall provide a comprehensive Labor Market Study specific to the Antelope Valley at a minimum, every two years, with supplemental information summarizing labor trends in the region including city breakdowns and recommendations on industry-specific gaps and relevant workforce training and education. The next report should be published in 2027. AV Edge will feature the MOU Partners prominently and equally in all AV Edge marketing collateral, including but not limited to websites, newsletters, brochures, and presentations. AV Edge shall include all MOU Partners equally and with collaborative agreement in all materials.
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Broker/Site Selector Relationships
Establish, maintain and update an AV Edge broker/site selector contact list, consisting of local brokers as well as those in neighboring areas and regions, to utilize for activities in this category. Forum to be held at least twice per calendar year, providing regional development highlights; site opportunities; networking; and an opportunity for MOU Partners to feature key projects. MOU Partners must be given the option to present at both forums. At least one forum must be held within the City of Lancaster jurisdiction and the other in City of Palmdale jurisdiction. AV Edge shall develop and implement a broker outreach strategy to the Inland Empire, Orange County, and the Los Angeles area aimed at raising awareness and participation in Antelope Valley development and commercial and industrial real estate. Broker newsletter/e-mail campaign highlighting new development and regional opportunities, to be published twice per year, or as deemed necessary, and published on the website (MOU Partners to assist in providing appropriate and relevant content). Distribution should be to both local brokers, developers, and site selectors and individuals or firms located outside the Antelope Valley. Continue the Developer Agency Working Group (DAWG) Meetings which include members from the MOU Partners, utility companies, and brokers to support regional collaboration and prioritization of key projects on a consistent and necessary basis as determined by those who attend the DAWG meetings.
Establish a Business Attraction Task Force (BATF) to discuss and develop a marketing plan to attract small and large employers to the region. This shall be done in collaboration with regional and industry partners including the MOU Partners, industry and real estate leaders and labor representatives, and any other groups as deemed necessary by the BATF. Upon agreement on a marketing strategy and budget, AV Edge shall utilize its marketing budget to implement its portion of the plan. Any leads generated shall be shared with the MOU Partners in a timely manner.
Prospects & Lead Generation
Vet business prospects as they reach out to AV Edge; provide basic information such as the Roundtable Report and evaluate prospect viability. Refer viable prospects to the MOU Partners. AV Edge shall conduct ongoing outreach to businesses, brokers and developers outside of the Antelope Valley to encourage and recruit expansion and investment into the Antelope Valley.
AV Edge will provide all leads generated to MOU Partners within one week along with any pertinent information including contact information.
Business Retention
AV Edge shall conduct two industry deep-dive roundtables annually, each centered on topics identified in partnership with the MOU Partners. All efforts shall be employer-focused and include roundtables and related activities designed to gather input on business needs, challenges, and opportunities.
AV Edge shall coordinate efforts with MOU Partners to support and bring awareness to programs offered by organizations including but not limited to the Small Business Development Center and America’s Job Center of California. AV Edge shall provide links on their website and develop flyers and information compiling these and similar programs for tech and small business start- ups.
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Workforce Development
AV Edge shall assist in regional efforts to expand the availability of workforce development programs and facilities in coordination with MOU Partners, educational institutions, employers, and labor organizations and facilitate discussions between stakeholders to explore funding sources that address capital costs, equipment needs, and public-private partnerships. AV Edge shall collaborate with local colleges, school districts and other educational institutions to strengthen training programs that serve the region's aerospace, manufacturing, construction trades, and logistics industries. AV Edge shall help identify program gaps, gather employer input, and support efforts to expand training capacity.
Online Presence
Maintain a user-friendly, updated website representing regional highlights, including current demographic data and key development sites located within the region that are updated on a regular basis.
Host and maintain a community calendar that provides an overview of key events happening within the region.
Legislative Advocacy & Grant Writing
Provide letters of support for grants and legislation which benefit the region as needed. Letters of support shall be executed in a timely manner upon Board approval. Participation in Lancaster governance meetings upon request and as needed.
Film Initiatives
AV Edge shall support MOU Partner’s Film Strategic Plans by identifying and cultivating relationships with key players in the film and production industry, which will be collaboratively coordinated with MOU Partners. AV Edge shall take the lead in organizing at least one annual film industry roundtable discussion to convene location managers, studio representatives, service providers, labor representatives and policy stakeholders to discuss specific topics developed collaboratively by AV Edge and MOU Partners.
Representation
To facilitate collaboration, MOU Partners shall be entitled to one (1) voting seat on the nine- member Executive Committee (Lancaster Representative).
The Lancaster Representative shall also serve on the Board of Directors. The Lancaster Representative shall be appointed and may be substituted at any time at the sole discretion of the MOU Partner. Any individual designated by the MOU Partner as the Lancaster Representative at a given meeting shall have full voting rights.
Reporting
AV Edge shall provide quarterly reports detailing compliance with the above Deliverables.
Example information would include the pieces of legislation supported; grants applied for and outcomes, when available; events/forums hosted; prospect leads generated/any prospect meetings held; etc.