LOAN AGREEMENT
PROMISSORY NOTE SECURED BY A DEED OF TRUST
Ontario, California
Principal Amount: $15,000,000 Date of Loan:
FOR VALUE RECEIVED, the undersigned ONTARIO RANCH HOTELS, LLC, a California limited liability company (“Maker”) promises to pay to the City of Ontario, a California municipal corporation (“City ”) at 303 East “B” Street, Ontario, California 91764, or at such place as the City may, from time to time, designate by written notice to the Maker, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000) that is due and payable upon the Maturity Date (defined below) or upon an Event of Default (defined below).
1. Purpose of Loan. This Promissory Note is made and given pursuant to the Loan Agreement by and between the City of Ontario and ONTARIO RANCH HOTELS, LLC, a California limited liability company dated ___________, 2026, which is incorporated herein by reference (“Loan Agreement”). All initially capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement.
2. Secured Obligation. This Promissory Note is made to evidence the Maker’s obligation to repay a loan made by City to Maker for economic assistance under the Loan Agreement for the purpose of facilitating Maker’s commercial development of the property (“Project”) located at 9309 Riverside Drive, Ontario California, 91761, City of Ontario, County of San Bernardino, State of California (Assessor Parcel No. 0218-111-12-0000). The Maker’s property located at 8815 Riverside Drive, Ontario, California 91761 and 8775 Riverside Drive, Ontario, California 91761, City of Ontario, County of San Bernardino, State of California (Assessor Parcel Nos. 0216-174-16-0000 and 0216-174-17-0000) (the “Property”), which is encumbered by that deed of trust dated [***INSERT DATE FROM DEED OF TRUST***], with Maker as Trustor, [***INSERT TITLE COMPANY***] as Trustee and the City as Beneficiary (the “Deed of Trust”) to secure the principal amount of this Promissory Note upon an Event of Default.
3. Term of Loan, Payment of Principal and Interest and Right of Agreement, Prepayment.
3.1. Maturity Date. Unless due at an earlier time by virtue of the acceleration of the balance hereof in accordance with Section 6 hereof, the entire principal amount of the Loan, plus accrued but unpaid interest thereon, shall be payable in full on _________, 2028 (“the Maturity Date”) which is two years from the date of the initial draw.
3.2. (a) Interest Prior to Event of Default or Maturity Date. So long as no Event of Default occurs prior to the Maturity Date, Maker shall pay periodic payments of interest on the original principal amount of this Promissory Note annually on each _____ 1, commencing ____, 1, 20__, prior to the Maturity Date. (b) Principal. Principal shall be paid on the Maturity Date, at which time all amounts drawn hereunder shall become due and payable.
3.3. Prepayment. All or any portion of this Promissory Note and the Loan Agreement may be prepaid on any business day prior to the Maturity Date without penalty in minimum multiples of not less than $1,000,000 together with interest accrued thereon to the date of such prepayment. Maker shall provide notice of such prepayment to City at least five (5) days prior to the payment thereof. 2793
.\45185808.1
4. Repayment of Note. Principal and interest shall be payable in lawful money of the United States of America.
5. Payment of Interest. Upon an Event of Default, Maker shall be obligated to pay interest, computed using the exact interest method, on the principal amount of this Promissory Note that has accrued from the date hereunder until the Event of Default.
5.1. Amount of Interest. Interest shall be calculated at the United States Prime Rate published by the Federal Open Market Committee on the date of the first draw on this Loan. Upon an event described in Section 1.4 of the Loan Agreement (an “Event of Default”), City may, at City’s option, declare the Note and the entire remaining indebtedness thereby evidenced to be immediately due and payable, regardless of the Maturity Date.
5.2. Calculation of Interest. Interest on the outstanding principal of this Promissory Note shall be calculated on the basis of a 360-day year of twelve (12) 30-day months.
6. Acceleration Upon Event of Default.
6.1. The entire unpaid principal balance and accrued interest, if any, of this Promissory Note together with any charges set forth herein, shall at the City ’s option be immediately due and payable prior to the Maturity Date upon any of the following events of default (“Event of Default”):
6.1.1. Maker fails to pay any amounts when due under this Promissory Note;
6.1.2. Maker materially breaches any of the covenants of this Promissory Note, the Deed of Trust, or the Loan Agreement, including the breach of any covenant contained in Section 1.2 of the Loan Agreement; and such breach continues uncured for more than thirty (30) days after Maker’s receipt of written notice thereof from City, provided, however, if the nature of such material breach is such that it cannot be reasonably cured within such 30-day period, then Maker shall have up to one hundred twenty (120) days to cure such breach so long as Maker commenced such cure within the initial 30-day period and continues to diligently pursue such cure to completion; or
6.1.3. Maker (i) becomes insolvent or unable to pay Maker’s debts generally as they mature, (ii) makes a general assignment for the benefit of creditors, (iii) admits in writing Maker’s inability to pay Maker’s debts generally as they mature, (iv) files or has filed against it a petition in bankruptcy or a petition or answer seeking a reorganization, arrangement with creditors or other similar relief under the Federal bankruptcy laws or under any other applicable law of the United States of America or any state thereof and such petition is not dismissed within ninety (90) days after the date of filing, or (v) consents to the appointment of a trustee or receiver for it or for a substantial part of Maker’s property; or
6.1.4. Any order, judgment or decree is entered appointing, without Maker’s consent, a trustee or receiver for it or for a substantial part of Maker’s property that is not removed within ninety (90) days from such entry; or
6.1.5. Maker voluntarily or involuntarily transfers, in any way, the Property or any portion thereof without the City’s prior written consent.
6.2. Notwithstanding the above, in the event of an actual or deemed entry of an order for relief with respect to Maker under the Federal Bankruptcy Code, this Promissory Note and all interest and other amounts due hereon shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by Maker. The City may 2794
.\45185808.1
exercise City’s option to accelerate upon the occurrence of any Event of Default, regardless of any prior forbearance. City may further exercise any remedies available to it under the Loan Agreement upon an Event of Default.
7. Default Rate. Upon the occurrence of an Event of Default and subject to Section 1.7 of the Loan Agreement, the entire remaining indebtedness shall accrue interest at a rate of 10.00% per annum (the “Default Rate”). The parties hereto agree that the Default Rate represents a reasonable sum considering all of the circumstances existing on the date of this Promissory Note and represents a fair and reasonable estimate of the costs and damages that City will incur by reason of the late payment or Event of Default.
The parties hereto further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Default Rate shall not constitute a waiver of the default with respect to the overdue amount, and shall not prevent City from exercising any of the other rights and remedies available to City. The foregoing shall not be construed as obligating the City to accept any payment after its due date.
8. Removal of Liens. City shall only remove, or cause to be removed, the Loan Agreement and the Deed of Trust as liens against the Property after Maker has fully complied with the terms of this Promissory Note, the Loan Agreement and the Deed of Trust.
9. Notice of Default. Maker shall provide notice to City of any notice of default sent by any lender with a security interest in the Property within three (3) days of the date of Maker’s receipt of such notice.
10. Costs Paid by Owner. Maker agrees to pay the following costs, expenses and attorneys’ fees paid or incurred by the City, or as adjudged by a court of competent jurisdiction: (a) reasonable costs of collection, costs and expenses and attorneys’ fees paid or incurred in connection with the collection or enforcement of this Promissory Note, whether or not suit is filed; and (b) costs of suit in such sum as the court may adjudge reasonable as attorneys’ fees in any action to enforce payment of this instrument.
11. Waiver. Maker hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this instrument, and expressly agrees that, without in any way affecting the liability of Maker hereunder, the City may extend any maturity date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder or release any security now or hereafter securing this Promissory Note. Maker hereby waives, to the fullest extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this instrument or any deed of trust, security agreement, guarantee or other agreement now or hereafter securing this Promissory Note.
12. Disclaimer of Personal Liability. Despite anything to the contrary in the Promissory Note or in the Deed of Trust securing this Promissory Note, but without in any way affecting the validity of this Promissory Note or of the lien of the Deed of Trust, in the event of any Event of Default under this Promissory Note or the Deed of Trust, City 's sole recourse for any and all such defaults shall be by judicial foreclosure or by exercise of the trustee's power of sale, and the undersigned Maker(s) shall not be personally liable for the payment of this Promissory Note or for any other default under the Deed of Trust or for the payment of any deficiency established after judicial foreclosure or after a trustee's sale under the Deed of Trust. Despite the foregoing, Maker(s) shall be personally liable and shall indemnify, defend, protect and hold the City harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys' fees and expenses incurred by the City, arising as a result of any (i) fraud or material misrepresentation by the Maker under or in connection with the Agreement; (ii) intentional bad faith waste of the real property encumbered by the Deed of Trust which secures this Promissory Note; and (iii) losses resulting from Maker’s failure to maintain insurance as required under the provisions of the Deed of Trust securing this Promissory Note. Maker’s obligation to indemnify the City as aforesaid shall be a recourse obligation of the Maker, and in the event of any breach of such obligations, the City shall have the right to proceed directly against the Maker to 2795
.\45185808.1
recover any and all losses, damages, liability, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) and may bring any action and institute any proceeding to obtain a deficiency judgment in or following foreclosure for any and all such losses, damages, liabilities, costs and expenses resulting from such breach.
13. Severability. If any provision of this Promissory Note is determined by a court of competent jurisdiction to be void or unenforceable, such determination shall not affect any other provision of this instrument, and all other provisions hereof shall remain valid and in full force and effect.
14. Non-Waiver. No delay in demanding or failure to demand performance hereunder shall constitute a waiver by the City of its right to subsequently demand such performance or to exercise any remedies for any default hereunder. Further, in order to be effective, any waiver of any of the City’s rights and remedies hereunder shall be expressed in a writing signed by a duly appointed representative of the City. Further, waiver by the City of any right hereunder shall not constitute a waiver of any other right, including, but not limited to, the right to exercise any and all remedies for a different or subsequent event of default hereunder.
15. Successors and Assigns. This Promissory Note shall bind Maker and Maker’s successors and assigns and the benefit hereof shall inure to City and City’s successors and assigns.
16. Intentionally Omitted.
17. Other Encumbrances.
17.1. Maker shall not further encumber, mortgage, or subject the Property or any interest therein to a deed of trust without the prior written consent of the City.
17.2. Unless the City shall expressly agree otherwise in writing, any subsequent mortgage and deed of trust documents affecting the Property shall provide that in the event of any default or breach by the Maker under any mortgage or deed of trust other than the Deed of Trust entitling any party thereunder to accelerate the indebtedness secured thereby and foreclose upon the Property the City shall have the right (but not the obligation) to (a) cure the default prior to the completion of any foreclosure and reinstate the mortgage or deed of trust, or (b) pay the total unpaid indebtedness secured by such mortgage or deed of trust, in which event, such mortgage or deed of trust shall be released. Amounts expended by the City under this paragraph shall be reimbursed by Maker upon demand of the Maker therefore, and, in any event, shall bear interest at the Default Rate from the date advanced by the City until paid in full. All such amounts shall be added to the principal of this Promissory Note. The approval by Maker of any mortgage or deed of trust documents, and the placing of a security interest therefore on the Property or any portion thereof, not containing the provisions required by this section shall constitute a default under this Promissory Note.
18. Governing Law. The validity, interpretation and performance of this Promissory Note shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles.
19. Jurisdiction and Venue. Any legal action or proceeding to interpret, enforce, or which in any way arises out of this Promissory Note shall be instituted and prosecuted in the appropriate court in San Bernardino County, California.
20. Amendments and Modifications. This Promissory Note may be amended or modified only in writing signed by the City and the Maker.
21. Time of the Essence. Time is of the essence with regard to this Promissory Note. 2796
.\45185808.1
22. Attorneys’ Fees . Maker hereby waives demand, presentment for payment, notice of nonpayment, protest and notice of protest hereon, and agrees to pay, in the Event of Default hereunder, all costs of collection, including reasonable attorneys’ fees of City, whether or not suit is commenced. 2797
.\45185808.1
IN WITNESS WHEREOF, Maker executes and enters into this Promissory Note as of the date of the loan as first written above:
MAKER:
ONTARIO RANCH HOTELS, LLC, a California
limited liability company
By:
Gurvinder Singh
Chief Executive Officer
_________________________________________
2798
.\45185794.1
1 of 9
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Ontario
303 E. B Street
Ontario, CA 91764
ATTN: City Manager
SPACE ABOVE THIS LINE FOR RECORDER’S USE
EXEMPT FROM RECORDING FEES PURSUANT TO GOV. CODE § 27383
DEED OF TRUST
This DEED OF TRUST is made as of ___________, 2026, among ONTARIO RANCH HOTELS, LLC, a California limited liability company (“Trustor”); as trustee (“Trustee”); and the CITY OF ONTARIO, a California municipal corporation, as beneficiary (“Beneficiary”). This Deed of Trust is made with respect to that certain Loan Agreement by and between the City of Ontario and ONTARIO RANCH HOTELS, LLC, a California limited liability company dated ________, 2026, which is incorporated herein by reference (“Loan Agreement”).
1. Grant in Trust. Trustor irrevocably grants, bargains, sells, and conveys to Trustee in trust, with the power of sale and the right of entry, for the benefit of Beneficiary that certain real property located in the City of Ontario, County of San Bernardino, State of California, more particularly described and depicted in Exhibit “A” attached hereto and incorporated herein by this reference (the “Land”), together with all buildings, structures and other improvements now or in the future located or to be constructed on the Land (the “Improvements”) and all other rights and interests now or in the future benefiting or otherwise relating to the Land or Improvements, including easements, rights-of-way, water rights and water stock (the “Appurtenances,” and together with the Land and the Improvements, the “Property”).
2. Secured Obligation. Trustor makes this grant for the purpose of securing payment and performance of the following: (i) all present and future indebtedness evidenced by any promissory note Trustor has executed pursuant to the Loan Agreement, which states that it is or such obligations are secured by this Deed of Trust; and (ii) all present and future obligations of Trustor to Beneficiary under this Deed of Trust, the Promissory Note or the Loan Agreement; and (iii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future), which states that it is or such obligations are, secured by this Deed of Trust; and (iv) all modifications, supplements, amendments, renewals, and extensions of any of the foregoing, whether evidenced by new or additional documents; and (v) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary’s interest under this Deed of Trust (collectively referred to as the “Secured Obligations”).
3. Property Provisions. To protect the security of this Deed of Trust, and with respect to the Property described above, Trustor agrees:
3.1 To keep the Property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be 2799
.\45185794.1
2 of 9
constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of the law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.
3.2 To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
3.3 To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee.
3.4 To pay: before delinquency all taxes and assessments affecting the Property, including assessments on the Property when due, all encumbrances, charges and liens, with interest, on the Property or any part thereof, which appear to be prior or superior hereto.
4. Additional Provisions. It is mutually agreed:
4.1 That any award of damages in connection with any condemnation for public use of or injury to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by it in the same manner and with the same effect as above provided for disposition or proceeds of fire or other insurance.
4.2 That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.
4.3 That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust for endorsement, and without affecting the personal liability or any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of the Property; consent to making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.
4.4 That upon written request of Beneficiary stating that all sums secured hereby have been paid, and Trustor has complied with its obligations under this Deed of Trust, the Promissory Note and the Loan Agreement, and that upon surrender of this Deed of Trust to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto.”
4.5 Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor of successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the 2800
.\45185794.1
3 of 9
Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust is recorded and the name and address of the new Trustee.
4.6 That this Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the Promissory Note and Loan Agreement secured hereby, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or the neuter, and the singular number includes the plural.
4.7 The Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obliged to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.
4.8 Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge thereof does not exceed the maximum allowed by laws.
4.9 The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him or her at his or her address hereinbefore set forth.
5. Event of Default. The term “Event of Default” as used in this Deed of Trust is deemed to occur if:
(a) Trustor fails to pay any amounts due under the Loan Agreement, the Note and this Deed of Trust; (b) Trustor materially breaches any of the covenants of the Note, this Deed of Trust, or the Loan Agreement, including the breach of any covenant contained in Section 1.2 of this Loan Agreement; and such breach continues uncured for more than thirty (30) days after Trustor’s receipt of written notice thereof from Beneficiary, provided, however, if the nature of such material breach is such that it cannot be reasonably cured within such 30-day period, then Trustor shall have up to one hundred twenty (120) days to cure such breach so long as Trustor commenced such cure within the initial 30-day period and continues to diligently pursue such cure to completion; (c) Trustor (i) becomes insolvent or unable to pay Trustor’s debts generally as they mature, (ii) makes a general assignment for the benefit of creditors, (iii) admits in writing Trustor’s inability to pay Trustor’s debts generally as they mature, (iv) files or has filed against it a petition in bankruptcy or a petition or answer seeking a reorganization, arrangement with creditors or other similar relief under the Federal bankruptcy laws or under any other applicable law of the United States of America or any state thereof and such petition is not dismissed within ninety (90) days after the date of filing, or (v) consents to the appointment of a trustee or receiver for it or for a substantial part of Trustor’s property; or (d) any order, judgment or decree is entered appointing, without Trustor’s consent, a trustee or receiver for it or for a substantial part of Trustor’s property that is not removed within ninety (90) days from such entry; or (e) Trustor voluntarily or involuntarily transfers, in any way, the Property or any portion thereof without the Beneficiary’s prior written consent.
6. Remedies upon Event of Default. Upon the occurrence of any Event of Default (defined in Section 5 above): (i) declare the entire remaining indebtedness hereby evidenced to be immediately due and payable, regardless of the Maturity Date;(ii) exercise any collection procedures allowed by State law or by the City of Ontario Municipal Code; and/or (iii) pursue any legal remedy available to secure payment of any and all monies owed by Trustor.
Beneficiary may execute and deliver to Trustee written notice of default and of its election to cause all or any part of the Property to be sold, which notice Trustee shall cause to be filed for record; and after the lapse of such time as may then be required by law following the recordation of such notice of default, 2801
.\45185794.1
4 of 9
and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell such Property at the time and place fixed by it in such notice of sale, either as a whole or in separate parcels and in such order as Beneficiary may direct (Trustor waiving any right to direct the order of sale), at public auction to the highest bidder for cash in lawful money of the United States (or cash equivalents acceptable to Trustee to the extent permitted by applicable law), payable at the time of sale. Any person, including Trustee or Beneficiary, may purchase at such sale, and any bid by Beneficiary may be, in whole or in part, in the form of cancellation of all or any part of the Secured Obligations. Any such sale shall be free and clear of any interest of Trustor and any lease, encumbrance or other matter affecting the Property so sold which is subject or subordinate to this Deed of Trust.
All proceeds of collection, sale or other liquidation of the Property shall be applied first to all costs, fees, expenses and other amounts (including interest) payable by Trustor under this Deed of Trust and to all other secured obligations not otherwise repaid in such order and manner as Beneficiary may determine, and the remainder, if any, to the person or persons legally entitled thereto.
Each of the remedies provided in this Deed of Trust is cumulative and not exclusive of, and shall not prejudice, any other remedy provided in this Deed of Trust or by applicable laws and shall be subject and subordinate to the remedies of any holder of a senior lien permitted hereunder. Trustor, for itself and for any other person claiming by or through Trustor, waives, to the fullest extent permitted by applicable laws, all rights to require a marshaling of assets by Trustee or Beneficiary or to require Trustee or Beneficiary to first resort to any particular portion of the Property or any other security (whether such portion shall have been retained or conveyed by Trustor) before resorting to any other portion, and all rights of redemption, stay and appraisal.
7. Costs, Fees and Expenses. Trustor shall pay, within ten (10) business days after receipt of written demand for Beneficiary, all costs, fees, expenses, advances, charges, losses and liabilities of Trustee and Beneficiary under or in connection with this Deed of Trust or the enforcement of, or the exercise of any remedy or any other action taken by Trustee or Beneficiary under, this Deed of Trust or the collection of the Secured Obligations, in each case including (i) reconveyance and foreclosure fees of Trustee, (ii) costs and expenses in connection with the operation, maintenance, preservation, or sale of the Property or foreclosure of this Deed of Trust, (iii) advances made by Beneficiary to complete or partially construct all or any part of any construction on the Land, (iv) cost of evidence of title, and (v) the reasonable fees and disbursements of Trustee's and Beneficiary's legal counsel.
8. Miscellaneous Provisions.
8.1 Governing Law. This instrument shall be deemed to have been made in the State of California, and the validity of this Deed of Trust, its construction, interpretation, and enforcement, and the parties' rights hereunder and concerning the Property, shall be decided under, governed by, and construed in accordance with the laws of the State of California. The parties agree that all actions or proceedings arising in connection with this Deed of Trust shall be tried and litigated only in the state courts located in the County of San Bernardino, State of California, or federal courts located in the Central District of California. Trustor waives any right Trustor may have to assert the doctrine of forum non convenient or to object to such venue.
8.2 Notices. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below.
To Beneficiary: To Trustor:
2802
.\45185794.1
5 of 9
CITY OF ONTARIO
Attention: City Manager
303 E. B Street
Ontario, California 91764
(T) (909) 395-2000
Email: [email protected]
ONTARIO RANCH HOTELS, LLC
Attn: Gurvinder Singh
1140 Natalie Lane
Watsonville, CA 95076
(T) (831) 840-5517
Email: [email protected]
Copy to:
BEST BEST & KRIEGER LLP
Attention: Ruben Duran
2855 E Guasti Road, Suite 400
Ontario, CA 91761
(T) (213) 787-2569
Email: [email protected]
Notice shall be deemed given five (5) calendar days after the date of mailing to the party, or, if personally delivered, when received by the Beneficiary or the Trustor, as applicable.
8.3 Liability for Acts or Omissions. Beneficiary shall not be liable or responsible for its acts or omissions under this Deed of Trust, except for Beneficiary's own gross negligence or willful misconduct, or be liable or responsible for any acts or omissions of any agent, attorney, or employee of Beneficiary, if selected with reasonable care.
8.4 Joint and Several Obligations. If more than one person is named as Trustor, each obligation of Trustor under this Deed of Trust shall be the joint and several obligations of each such person.
8.5 Severability. If any provision of this Deed of Trust shall be declared invalid, inoperative or unenforceable by a final judgment or decree of a court of competent jurisdiction such invalidity or unenforceability of such provision shall not affect the remaining parts of this Deed of Trust which are hereby declared by the parties to be severable from any other part which is found by a court to be invalid or unenforceable.
8.6 Meaning of Certain Terms. As used in this Deed of Trust and unless the context otherwise provides, the words “herein,” “hereunder” and “hereof” mean and include this Deed of Trust as a whole, rather than any particular provision of it.
8.7 Captions. Captions and paragraph headings used in this Deed of Trust are for convenience of reference only, are not a part of this Deed of Trust and shall not be used in construing it. 2803
.\45185794.1
6 of 9
IN WITNESS WHEREOF, Trustor has executed and delivered this Deed of Trust as of the date first written above.
[SIGNATURES ON FOLLOWING PAGE]
2804
.\45185794.1
7 of 9
SIGNATURE PAGE TO DEED OF TRUST
TRUSTOR:
ONTARIO RANCH HOTELS LLC, a California
limited liability company
By:______________________________________
Gurvinder Singh
Chief Executive Officer
2805
.\45185794.1
A-1
Exhibit “A”
Legal Description of Property
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ONTARIO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCELS 2 AND 3 OF PARCEL MAP NO. 983, IN THE CITY OF ONTARIO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 12 OF PARCEL MAPS, PAGE(S) 34, RECORDS OF SAID COUNTY.
APN’s: APN 0216-174-16-0-000 and 0216-174-17-0-000
2806
.\45185794.1
ALL-PURPOSE ACKNOWLEDGMENT FOR CALIFORNIA
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN BERNARDINO )
On , before me, ,
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ¨ Individual
¨ Corporate Officer
Title(s) Title or Type of Document
¨ Partner(s) ¨ Limited
¨ General
¨ Attorney-In-Fact Number Of Pages
¨ Trustee(s)
¨ Guardian/Conservator
¨ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
2807
ECONOMIC DEVELOPMENT SUBSIDY REPORT
PURSUANT TO GOVERNMENT CODE SECTION 53083
FOR A LOAN AGREEMENT
BY AND BETWEEN
THE CITY OF ONTARIO
AND ONTARIO RANCH HOTELS LLC
Pursuant to Government Code Section 53083, the City Council of the City of Ontario must hold a noticed public hearing and, prior to the public hearing, provide all of the following information in written form and available to the public and through the City’s website, regarding a proposed economic development subsidy to be provided by the City pursuant to a Loan Agreement (“Agreement”) by and between the City of Ontario (“City”) and ONTARIO RANCH HOTELS LLC, a California limited liability company. Notice was published in the local newspaper for a public hearing to be held on July 21, 2026.
The purpose of this report is to provide the information required pursuant to Government Code Section 53083 in regard to the Agreement. This report shall remain available to the public and posted on the City’s website until the end date of the economic development subsidy.
1. The name and address of all corporations or any other business entities, except for sole proprietorships, that are the beneficiary of the economic development subsidy.
Ontario Ranch Hotels LLC
1140 Natalie Lane
Watsonville, CA 95076
2. The start and end dates and schedule, if applicable, for the economic development subsidy.
If the Loan Agreement is approved by the City Council, the Effective Date of the Loan Agreement will be the date of Council approval. The Maturity Date will be two (2) years from the first initial draw on the loan.
3. A description of the economic development subsidy, including the estimated total amount of the expenditure of public funds by, or of revenue lost to, the local agency as a result of the economic development subsidy.
The economic development subsidy to complete the construction of a hotel located at 9309 Riverside Drive, Ontario California, 91761 (the “Property”) which will serve the Sports Facilities and other events in the City (the “Business”). The City will issue a short-term loan in an amount not to exceed $15,000,000. Interest shall be calculated at the United States Prime Rate published by the Federal Open Market Committee on the date of the first initial draw on the loan. Ontario Ranch Hotels LLC shall pay annual interest payments to the City commencing twelve (12) months from the date of the initial draw. Interest shall compound annually from the date of the initial draw on the loan until the first payment. 2808
All outstanding principal and accrued but unpaid interest shall be payable in full by the maturity date, which is two (2) years from the first initial draw on the loan.
4. A statement of the public purposes for the economic development subsidy.
The City has determined that the economic subsidy will result in benefits to the City including but not limited to the following:
Provide employment for the operations of the Property and Business. Creation of employment opportunities for skilled workers during the construction of the Business on the Property.
Expanded employment at stabilization of the operations of the Business. Increased Transient Occupancy Taxes and contributions to the Tourism Marketing District.
Increased ad valorem taxes on the Property.
Enhancement of the Sports Facilities, Ontario International Airport’s profile and support of the airport, Toyota Arena, and Ontario Convention Center.
5. The projected tax revenue to the local agency as a result of the economic development subsidy.
The City anticipates that the construction of the hotel will generate significant increases in Property Tax and Transient Occupancy Tax (TOT) revenues. The projected TOT upon completion of the project and stabilization of its operations in 2028 is $1,363,823. These projections are based on current estimates. The value of the property in 2025 was $1,444,594. The estimated assessed value of the property upon completion of the property and upon stabilization of its operations in 2028 is $60,000,000, an anticipated increase of $58,555,406. The increase in property valuation will generate approximately $99,544 in additional property tax revenues to the City per year.
6. The estimated number of jobs created by the economic development subsidy, broken down by full-time, part-time, and temporary positions.
During construction, the project will create approximately 200-250 full-time jobs for skilled workers across various trades. In addition, 8-10 full-time management and supervisory positions will be required to oversee the project. Post-renovation, up to 75- 125 jobs will be added upon the stabilization of the operations of the property. The increase will include positions across various departments, such as housekeeping, banquets, shuttle airport drivers, restaurant and bar services, engineering, and a revenue manager. This not only enhances the operational capabilities of the Ontario Sports Empire, but also injects additional economic vitality into our community by providing diverse employment opportunities.
2809