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AGENDA
SPECIAL MEETING OF THE
CITY OF KING CITY COUNCIL
AND
Sitting as SUCCESSOR AGENCY OF
THE FORMER CDA FOR THE CITY OF KING
AND
Sitting as PUBLIC FINANCING AUTHORITY
FOR THE CITY OF KING
TUESDAY JULY 21, 2026
12:00 P.M.
CITY HALL
212 S. VANDERHURST AVENUE
KING CITY, CALIFORNIA 93930
Remote Location Via Teleconference
Any interested parties or community members may attend and participate in the meeting at the following address where Councilmember Oscar Avalos will join the meeting from:
480 S. Main St., Salinas, CA. 93901
The City Council meeting will be conducted in hybrid in-person/virtual format.
To join the meeting virtually, please use the link below to join the Zoom meeting:
https://us02web.zoom.us/j/89802911195?pwd=91mDb2p50EtnRwZrt1AZr7ifgRXusx.1 Meeting ID: 898 0291 1195
Or by telephone: 1-669-900-9128
Passcode: 903466
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a City meeting, Please contact the City Clerk's Office (831-386-5925) at least 48 hours prior to the Meeting to ensure that reasonable arrangements can be made to provide accessibility to the meeting. * Please submit all correspondence for City Council PRIOR to the meeting with a copy to the City Clerk.
1. CALL TO ORDER
2. ROLL CALL: Council Members Oscar Avalos, Robert Cullen, Carlos Victoria, Mayor Pro Tem Carlos DeLeon, and Mayor Mike LeBarre
3. CONSENT
A. Consideration of the repeal and rescission of the settlement agreement and release of all claims entered into between the City of King and SGH Holding, LLC and executed by the Parties on May 15, 2026.
Staff Recommendation: Approve the repeal and rescinding of the settlement agreement and release of all claims entered into between the City of King and SGH Holding, LLC and executed by the Parties on May 15, 2026.
B. Consideration of a settlement agreement and release of all claims between the City of King and SGH Holdings LLC arising from a dispute regarding the duration 4904-7714-9374 v1
of Temporary CUP 2016-0001; the binding nature of the language within the MOU entered into between the City, Smith Monterey, and SGH; the payment of development impact fees by SGH to the City for the project; SGH’s obligations in response to the extension of Broadway Street; and application of the City’s Municipal Code to the project.
Recommendation: Approve the settlement agreement and release of all claims, which includes the termination of Temporary CUP 2016-0001 on December 16, 2033; waiver of all administrative appeals, actions and/or legal challenges; payment to the City by SGH of fifty-four thousand six hundred eighty dollars in development impact fees; installation of a fire rated wall; and a general release of all known and unknown claims.
4. ADJOURNMENT
The City of King is an equal opportunity provider and employer. 1 | P ag e
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SETTLEMENT AGREEMENT
AND
RELEASE OF ALL CLAIMS
This Settlement Agreement and Release of All Claims (“AGREEMENT”) is made between SGH HOLDINGS, LLC, a California Limited Liability Corporation, (hereinafter “SGH”), and the CITY OF KING, a California Municipal Corporation, (hereinafter “City”). The City and SGH may be individually referred to herein as “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, SGH owns an approximately 87,158 square foot warehouse building located at 218 North First Street, City of King, California, APN 026-293-004-000 (“the Property”).
WHEREAS, in September of 2016, the City approved Temporary Conditional Use Permit (“CUP”) No. 2016-0001 which authorized SGH to commence a seasonal H2A employee housing project for up to 214 individuals at the Property. The project was approved with a temporary condition of approval for a five (5) year period, with the option to request an extension of time of one-year at a time for a total of five (5) one-year extensions. The original five (5) year period expired on September 20, 2021.
WHEREAS, on September 27, 2016, the City, SGH and APN 026-293-004-000 SmithMonterey, LLC entered into a Memorandum of Understanding (“MOU”) regarding the Property and the seasonal employee housing project. Section B of the “Recitals” portion of the MOU states:
“SGH proposes to temporarily house farmworkers for five to ten years in a dormitory like setting in a portion of the existing approximately 87,158 square foot warehouse building (the “Warehouse Building”) located at 218 N. First Street, City of King California, APN 026-293-004-000 (the “Meyer Warehouse Property”). SGH proposes to convert an approximately 36,700 square feet portion of the Warehouse Building to be used for the agricultural employee housing project (the “Agricultural Employee Housing Building”).” Section 6 of the “Agreement” portion of the MOU, states that SGH is required to comply with all of the conditions of approval within Temporary CUP 2016-0001 and failure to comply with any condition constitutes a material breach of the MOU. Further, Section 21 of the MOU states, “[a]ll provisions and Recitals within this MOU shall be considered part of this contract and carry the same weight, force and effect as any other terms and conditions herein.”
WHEREAS, in February of 2018, SGH filed an application with the City seeking to amend Temporary CUP 2016-0001 to add one hundred and fifty (150) additional beds to the project. On March 6, 2018, the City adopted Resolution No. 2016-214 approving the amended Initial Study and Mitigated Negative Declaration amending Temporary CUP 2016-0001 to add the requested one hundred fifty (150) beds for a total of three hundred sixty-four (364) beds within the project.
WHEREAS, on January 8, 2019, the City approved Resolution No. 2019-4680 which approved deferred development impact fees for the project based on the temporary nature of the CUP 2016-0001 and the expiration date for the project of September 20, 2021. The City agreed to allow SGH to pay a portion of development impact fees over several years. Further, the City approved Resolution No. 2019-248, which amended Temporary CUP 2016-0001 Condition of 2 | P ag e
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Approval No. 3 related to development impact fees and the changes in payment authorized by the City.
WHEREAS, SGH requested and received approval for all of the five (5) one-year extensions of Temporary CUP 2016-0001 as established within Condition of Approval No. 2.
WHEREAS, a dispute has arising between the City and SGH regarding the duration of Temporary CUP 2016-0001 as stated within Condition of Approval No. 2, “The project is a temporary use for five (5) years. The applicant can request an extension of time of the CUP oneyear at a time, for a total of five (5) extensions or up to a total project life of ten (10) years;” the binding nature of the language within the MOU stating, “SGH proposes to temporarily house farmworkers for five to ten years in a dormitory like setting in a portion of the existing approximately 84,445 square foot warehouse building (the ‘Warehouse Building’);” the payment of development impact fees by SGH to the City for the project; SGH’s obligations in response to the extension of Broadway Street; and application of the City’s Municipal Code to the project.
WHEREAS, the City and SGH, in an effort to resolve the disputes which have arisen, entered into good faith negotiations and now wish to enter into this Agreement to resolve all of their disputes and/or claims, whether known or unknown.
AGREEMENT
THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES
CONTAINED HEREIN, THE PARTIES HEREBY AGREED AS FOLLOWS:
1. Recitals. The above Recitals are hereby incorporated by reference and shall be given the same full force, effect and meaning as if fully restated herein.
2. Effective Date. This Agreement shall be effective as of March 13, 2026.
3. The Project. The term “the Project” as utilized within this Agreement shall mean the temporary housing in a dormitory like setting of three hundred sixty-four (364) seasonal H2A agricultural workers by SGH at the Property located at 218 N. First Street, City of King, California, APN 026-293-004-000.
4. Current Project Approvals. The Parties hereby agree that City issued Temporary CUP 2016-0001, and all related CUPs, resolutions and administrative approvals, which authorize the temporary housing of seasonal H2A agricultural workers at the Property, APN 026-293-004- 000, shall remain effective until December 15, 2033.
5. Amendment or Alteration of Current Project Approvals. SGH shall not seek to amend or alter Temporary CUP 2016-0001, and/or any related CUPs, resolutions, or administrative approvals for the Project, unless such an amendment or alteration is first approved in writing and signed by the Parties or an individual authorized to act on their behalf.
6. Expiration and Termination of All Project Approvals. The Parties hereby 3 | P ag e
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knowingly and voluntarily agree that the City issued Temporary CUP 2016-0001, and all other CUPs, resolutions and/or administrative approvals relating to Temporary CUP 2016-0001 and/or the temporary housing of seasonal H2A agricultural workers at the Property, APN 026-293-004- 000, shall terminate and become null and void effective immediately on December 16, 2033, with no additional administrative and/or legal action required by the City. Further, SGH agrees that it shall cease all temporary housing of seasonal H2A agricultural workers at the Property, APN 026-293-004-000, and ensure that all seasonal H2A agricultural workers have vacated the Property, APN 026-293-004-000, before 12:01 A.M. on December 16, 2033. Lastly, SGH agrees that it shall immediately cease any use of or activities at the Property, APN 026-293- 004-000, before 12:01 A.M. on December 16, 2033, unless after the effective date of this Agreement such use or activities are expressly authorized by the issuance of a new Conditional Use Permit approved by the City.
7. Waiver of all Administrative Appeals, Actions, and/or Legal Challenges. SGH hereby knowingly and voluntarily agrees to waive and release all administrative appeals and/or legal claims or causes of action arising from the expiration and termination of the Project’s approvals, including but not limited to Temporary CUP 2016-0001, and any other CUPs, resolutions and/or administrative approvals relating to Temporary CUP 2016-0001 and/or the temporary housing of seasonal H2A agricultural workers at the Property, APN 026-293-004-000, as established by agreement of the Parties within this Agreement; as such, SGH shall be barred from submitting, filing, and/or commencing an administrative appeal, action, legal claim, writ of mandate, or legal cause of action arising from the expiration and termination of the Project’s approvals, including but not limited to Temporary CUP 2016-0001, and any other CUPs, resolutions and/or administrative approvals regarding the temporary housing of seasonal H2A agricultural workers at the Property, APN 026-293-004-000, as established by agreement of the Parties within this Agreement. This waiver is limited to Temporary CUP 2016-0001 and any resolutions and/or administrative approvals related to Temporary CUP 2016-0001.
8. Payment of Development Impact Fees. Upon diligently reviewing its files, the City has determined fifty-four thousand six hundred eighty dollars ($54,680.00) in Development Impact Fees remain unpaid by SGH. Within thirty (30) days of the effective date of this Agreement, SGH shall pay-in-full to the City the remaining unpaid amount of Development Impact Fees for the Project identified within this Agreement.
9. Installation of Fire Rated Wall. Within sixty (60) days of receiving written notice from the City of the commencement of the extension of Broadway Street, SGH shall construct a wall between the Project space and the space owned by and to be demolished by Smith-Monterey.
SGH further agrees that the wall shall be constructed in a reasonable workmen like manner, be fire rated as established within the California Building Code and constructed of materials which are sufficient for long term exterior weather exposure.
10. Inspection of AC Units. Within thirty (30) days of the effective date of this Agreement, SGH shall allow the City to enter the Property and inspect all of the AC units to determine whether the condensation is being properly collected and discharged by the AC units.
Further, SGH agrees it shall make all repairs to the condensation collection and discharge of the AC unit within sixty (60) days of being provided notice by the City of the need for repair. 4 | P ag e
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11. Broadway Street Extension. Neither SGH, its agents, employees, officers, shareholders, contractors nor any individual, corporation, non-profit, business, organization or entity acting on your behalf or at your request shall participate in or facilitate delay, interference, or obstruction of the engineering, planning, commencement, and/or construction of the extension of Broadway Street by the City and/or Smith-Monterey. SGH further agrees it shall work collaboratively with Smith-Monterey to: (1) facilitate the demolition of the portion of the building owned by Smith-Monterey; and (2) to remove all SGH’s property or equipment located on the property owned by Smith-Monterey and leased by SGH. Lastly, SGH agrees to secure alternative storage facilities for its equipment, property and/or buses currently being stored on the property owned by Smith-Monterey and leased by SGH and which will not be located upon any public street and/or alley within the City of King.
12. Multimodal Transportation Center Project. Neither SGH, its agents, employees, officers, shareholders, contractors nor any individual, corporation, non-profit, business, organization or entity acting on your behalf or at your request shall participate in or facilitate delay, interference, or obstruction of the engineering, planning, commencement, and/or construction of the Multimodal Transportation Center project within the City of King.
13. Liquidated Damages for Breach of this Agreement. The City and SGH hereby acknowledged and agree that SGH’s breach of this Agreement will cause the City to incur substantial economic and reputational damages and losses the types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by the City as actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof and are not plainly or grossly disproportionate to, the probable loss likely to be incurred by City.
One of the reasons for the City and SGH are reaching an agreement as to the liquidated damages amount set forth in this Section is the uncertainty and cost of litigation regarding the question of actual damages. Accordingly, in lieu of actual damages forsuch breach, SGH agrees that liquidated damages may be assessed and recovered by the City as against SGH, its officers, owners and/or shareholders, in the event of a breach of this Agreement and without the City being required to present any evidence of the amount or character of actual damages sustained by reason thereof.
Therefore, SGH shall be liable to the City for payment of liquidated damages in the amount of Fifteen Thousand Dollars ($15,000.00), representing a reasonable estimate of the damages likely to result from such breach, including harm to the City’s reputation and goodwill, for each day that the breach of this Agreement continues. The City and SGH are sophisticated and knowledgeable parties who have been represented by independent, sophisticated, and able legal counsel during the entirety of the good faith negotiations of this Agreement and this liquidated damages Section; as such, the City and SGH do hereby further knowingly and voluntarily agree and acknowledge that the liquidated damages amount as set forth in this Section is intended to represent a reasonable estimate of actual damages and is not intended as a penalty, and that SGH, its officers, owners and/or shareholders, shall pay the liquidated damages amount to the City without limiting the City’s right to terminate this Agreement for default and the liquidated damages are in addition to all other rights or remedies available to the City.
Additionally, the liquidated damages set forth in this Section shall be considered not as a penalty but as agreed monetary damage sustained by the City arising from SGH’s breach of this Agreement. Lastly, the liquidated damages set forth in this Section shall not be deemed to include 5 | P ag e
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damages suffered by others or other forms of liability claimed against the City as a result of SGH’s breach of this Agreement or defense costs thereof; SGH shall be solely responsible for the actual amount of any such damages.
14. General Release of All Claims.
(a) SGH does hereby agree to unconditionally, irrevocably and absolutely, release and discharge the City, including their present or former employees, officers, agents, attorneys, affiliates, successors, assigns, insurers, spouses, and all other representatives (collectively, “RELEASED CITY PARTIES”), from any and all causes of action, judgments, liens, indebtedness, damages, losses, claims (including attorneys’ fees and costs), liabilities and demands of whatsoever kind and character, known or unknown, suspected or unsuspected, that SGH now or hereafter have against the RELEASED CITY PARTIES arising from or in any way related to:
(1) the Project, its approvals, including but not limited to Temporary CUP 2016-0001, and any other CUPs, resolutions and/or administrative approvals relating to Temporary CUP 2016-0001 and/or the temporary housing of seasonal H2A agricultural workers at the Property, APN 026-293- 004-000 ; (2) all issues relating directly or indirectly to the Property; (3) any claims or potential claims regarding the application or legality of the City’s seasonal employee housing ordinance Chapter 17.79 of Title 17; and (4) any claims or potential claims arising directly or indirectly out of or in any way connected with the Project, its approvals, including but not limited to Temporary CUP 2016-0001, and any other CUPs, resolutions and/or administrative approvals relating to Temporary CUP 2016-0001 and/or the temporary housing of seasonal H2A agricultural workers at the Property, APN 026-293-004-000 , as of the effective date of this Agreement between SGH, on the one hand, and the City, on the other hand (collectively, the “RELEASED SGH CLAIMS”). (b) The City does hereby agree to unconditionally, irrevocably and absolutely, release and discharge the SGH, including their present or former employees, officers, agents, attorneys, affiliates, successors, assigns, insurers, spouses, and all other representatives (collectively, “RELEASED SGH PARTIES”), from any and all causes of action, judgments, liens, indebtedness, damages, losses, claims (including attorneys’ fees and costs), liabilities and demands of whatsoever kind and character, known or unknown, suspected or unsuspected, that SGH now or hereafter have against the RELEASED SGH PARTIES arising from or in any way related to: (1) the Project, its approvals, including but not limited to Temporary CUP 2016-0001, and any other CUPs, resolutions and/or administrative approvals relating to Temporary CUP 2016-0001 and/or the temporary housing of seasonal H2A agricultural workers at the Property, APN 026-293-004- 000 ; (2) all issues relating directly or indirectly to the Property; and (3) any claims or potential claims arising directly or indirectly out of or in any way connected with the Project, its approvals, including but not limited to Temporary CUP 2016-0001, and any other CUPs, resolutions and/or administrative approvals relating to Temporary CUP 2016-0001 and/or the temporary housing of seasonal H2A agricultural workers at the Property, APN 026-293-004-000 , as of the effective date of this Agreement between SGH, on the one hand, and the City, on the other hand (collectively, the “RELEASED CITY CLAIMS”).
(c) To the extent permitted by law, this release is intended to be interpreted broadly to apply to all transactions and occurrences between any of the RELEASED CITY and SGH PARTIES. Notwithstanding the foregoing, the RELEASED CITY and SGH CLAIMS shall not 6 | P ag e
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include any future claims that have not yet occurred or cannot lawfully be waived or released by private agreement.
15. Unknown or Different Facts or Law. SGH and the City acknowledge that they may discover facts or law different from, or in addition to, the facts or law that SGH and the City know or believe to exist with respect to the RELEASED CITY and SGH CLAIMS. SGH and the City agree, nonetheless, that this Agreement and the releases contained therein shall be and remain effective in all respects notwithstanding such different or additional facts or law.
16. California Civil Code Section 1542 Waiver. SGH expressly acknowledges and agrees that the releases contained in this Agreement include a waiver of all rights under Section 1542 of the California Civil Code. This statute reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR
OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
SGH acknowledges that they have read all of this Agreement, including the Civil Code section above, and that they fully understand both the Agreement and the Civil Code section quoted above.
The Parties waive any benefits and rights granted to them pursuant to Civil Code section 1542 consistent with the terms of this Agreement.
17. Dismissal of the Planning Commission Action. Within seven (7) calendar days of the execution of this Agreement, SGH agrees to withdrawal its application to amend the conditions of approval within Temporary CUP 2016-0001 currently pending before the Planning Commission for the City of King.
18. No Prior Assignments. SGH represents and warrants that they have not assigned to any other person or entity any of the RELEASED SGH CLAIMS. SGH further agrees to defend, indemnify and hold the City harmless from any liability, losses, claims, damages, costs or expenses, including reasonable attorneys’ fees, arising out of a breach of the representations and warranties contained in this paragraph.
19. No Admissions. By entering into this Agreement, neither SGH nor the City, or any of the other RELEASED SGH and CITY PARTIES, admit that they have engaged in, or are now engaging in, any unlawful conduct. It is understood and agreed that this Agreement is not an admission of liability, and that the City, SGH, and the other RELEASED SGH and CITY PARTIES specifically deny liability arising from the Project, its approvals, including but not limited to Temporary CUP 2016-0001, and any other CUPs, resolutions and/or administrative approvals relating to Temporary CUP 2016-0001 and/or the temporary housing of seasonal H2A agricultural workers at the Property, APN 026-293-004-000, and intend merely to avoid litigation and the costs associated therewith by entering into this Agreement. The Parties agree that it is their mutual intention that neither this Agreement nor any terms hereof shall be admissible in any other or future proceedings against the City, SGH, or any of the other RELEASED SGH and CITY PARTIES, except a proceeding to enforce this Agreement. 7 | P ag e
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20. Covenant Not to Sue. SGH and the City agree, to the fullest extent permitted by law, that they will not initiate or file a lawsuit or any other proceeding to assert any of the RELEASED CITY and SGH CLAIMS. If any such action is brought, this Agreement will constitute an Affirmative Defense thereto, and the City, SGH, and any other RELEASED CITY and SGH PARTIES named in such action shall be entitled to recover reasonable costs and attorneys’ fees incurred in defending against any of the RELEASED CITY and SGH CLAIMS.
21. Attorneys’ Fees and Costs. SGH, the City, and any other RELEASED CITY and SGH PARTIES agree to bear their own attorneys’ fees and expenses incurred in connection with the Project, its approvals, including but not limited to Temporary CUP 2016-0001, and any other CUPs, resolutions and/or administrative approvals relating to Temporary CUP 2016-0001 and/or the temporary housing of seasonal H2A agricultural workers at the Property, APN 026-293-004- 000, and/or any RELEASED CITY and SGH CLAIMS, except as otherwise set forth herein.
22. California Law. This Agreement is made and entered into in the State of California and shall in all respects be interpreted and enforced in accordance with California law, without regard to conflicts of law provisions. The Parties agree that any action to enforce any term of this Agreement shall be filed in the Superior Court of California, County of Monterey. Accordingly, the Parties also agree to submit to the jurisdiction of the State of California for any action to enforce any term of this Agreement.
23. Severability. Should it be determined by a court that any term of this Agreement is unenforceable, that term shall be deemed to be deleted. However, the validity and enforceability of the remaining terms shall not be affected by the deletion of the unenforceable terms.
24. Modifications. This Agreement may be amended only by a written instrument executed by all Parties hereto.
25. Cooperation. The Parties agree to do all things necessary, and to execute all further documents necessary and appropriate, to carry out and effectuate the terms and purposes of this Agreement.
26. Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. Though this Agreement was drafted by counsel for the City, all Parties hereto have fully participated in the negotiation of its terms. SGH acknowledges that it had an opportunity to review and discuss each term of this Agreement with their independent legal counsel and, therefore, the normal rule of construction, which is that any ambiguities in the document are resolved against the drafting party, shall not be employed in the interpretation of this Agreement.
27. Entire Agreement/Integration. The Parties to this Agreement declare and represent that no promise, inducement or agreement not herein discussed has been made between the Parties and that this Agreement contains the entire expression of agreement between the Parties on the subjects addressed herein. Further, it is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement.
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28. Binding Effect. This Agreement shall bind the heirs, personal representatives, successors, and assigns of each Party, and it shall inure to the benefit of each Party and their respective heirs, successors, and assigns.
29. Counterparts. This Agreement may be executed in counterparts. The execution of a signature page of this Agreement shall constitute the execution of the Agreement, and the Agreement shall be binding on each Party upon that party’s signing of such a counterpart. The signing of a facsimile or .pdf copy shall have the same force and effect as the signing of an original, and a facsimile or .pdf signature shall be deemed an original and valid signature.
30. Advice of Counsel. The Parties declare and represent that they are executing this Agreement with full advice from their respective independent legal counsel, that they intend that this Agreement shall be complete and shall not be subject to any claim of mistake, that the releases herein express a full and complete release and that, regardless of the adequacy or inadequacy of the consideration, each intends the releases herein to be final and complete. Each Party executes this release with the full knowledge that this release covers all possible claims to the fullest extent permitted by law.
31. Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A Party’s consent to or approval of any act by the other Party requiring the Party’s consent or approval shall not be deemed to waive or render unnecessary the other Party’s consent to or approval of any subsequent act. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
32. Enforcement. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees, whether or not the matter proceeds to judgment.
33. Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. SGH warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. SGH further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. SGH is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.
SGH’s Authorized Initials
34. Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
35. Time of the Essence. Time is of the essence in all things pertaining to the performance of this Agreement by each Party.
36. Third-Party Beneficiaries. Nothing contained in this Agreement shall under any circumstances whatsoever be deemed or construed, or be interpreted, as making any third party a beneficiary of any term or provision of this Agreement.
37. No Partnership/Fiduciary Relationship. The Parties acknowledge and agree that the relationship created by this Agreement between SGH and the City is one of contract only, and that no partnership, joint venture or other fiduciary or quasi-fiduciary relationship is intended or in any way created hereby.
38. Electronic Signatures. City and SGH agree that this Agreement may be executed electronically of electronic signatures using a system which complies with UETA and ESIGN such as DocuSign and AdobeSign.
39. Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
Notwithstanding any contrary provision herein, SGH shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
40. Public Agency. SGH understands that City is a public agency and accordingly this Agreement and the transaction is open to public scrutiny in accordance with California law.
PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
WHEREFORE, THE PARTIES HAVE VOLUNTARILY EXECUTED THIS
AGREEMENT ON THE DATES SHOWN BELOW
Dated: ______________, 2026 By: _______________________________ SGH Holdings, LLC.
Dated: ______________, 2026 By: _______________________________ SGH Holdings, LLC.
CITY OF KING, a California Municipal Corporation
Mike LeBarre, Mayor
ATTEST:
Erica Sonne, City Clerk
APPROVED AS TO FORM:
BURKE, WILLIAMS & SORENSEN, LLP
Roy C. Santos, City Attorney