EXECUTION COPY
LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT, dated as of July 29, 2016, by and
between the CITY OF CITY, a municipal corporation of the State of New Jersey
(the ?City"), with an address at 130] Bacharaeh Boulevard, Atlantic City, New Jersey 03401,
and the NEW JERSEY DEPARTMENT 6F AF AIRS 

WHEREAS, pursuant to the Municipal Stabilization and Recovery Act, PL 2016, e. 4,
N.I.S.A raises. (the aNew Jersey municipality that, as determined by the
Director of the Division of Local Government Services within DCA (the has 
experienced a decrease of more than fifty percent of its total assessed non~equaliaed
property values during the ?ve year period terminating at the end of the tax year as of the
enactment of the Act, and (ii) experienced an increase in outstanding debt exceeding ?fty percent
during the immediately preceding live year period, may be designated by the
Commissioner of DCA (the ?Commissiog?? as a ?municipality in need of stabilization and
recovery" pursuant to N.I.S.A of the Act and subject thereto;

 

on June 6, 2016, the Commissioner made the ?nal determination (pursuant
to a recommendation by the Director) and decision to designate the City as a ?municipality in
need of stabilization and recovery? making the City subj out to the provisions of the Act;

WHEREAS, pursuant to N.J.S.A the governing body of the City must
prepare and adopt a resolution containing a ?ve-year recovery plan consistent with the
requirements of the Act;

WHEREAS, because the City has been designated as a municipality in need of
stabilization and recovery, NJ.S.A. of the Act permits the Treasurer of the State
of New Jersey (the in consultation with the Commissioner, to direct the Director or
the Division of Budget and Accounting to transfer appropriations ?'orn any New Jersey
department to any other New erscy department as may be necessary to provide a secured loan to
the City for the exclusive purpose of covering expenses of the City during the 2016 calendar
year, and for a term not to exceed 130 days on such terms and conditions that may be required by
the Commissioner; and

WHEREAS, the City acknowledges that it is a municipality in need of stabilization and
recovery pursuant to the Act and has requested that DCA make a Secured loan to the City, and
DCA has agreed to make a loan to the City in an amount not to exceed $73,000,000, including
amounts previously advanced to the City in the amount of $3,490,740.87, subject to and in
accordance with the terms hereof.

0W THEREFORE, IN of the mutual covenants and
undertaidngs herein contained, the City and DCA hereby a gree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have (unless otherwise expressly provided
elsewhere herein] the following respective meanings:

?Advance? and ?Advances? shall have the meaning set forth in Section 

?Advance Termination Date? shall mean the earlier of November 1, 2016, and the
Maturity Date.

Payments? shall mean any payments, in accordance with N.J.S.A. 
24, made under N.J.S.A. including, without limitation, any payments received
by the State from the of each casino gaming property pursuant to N. J. 
21(a), that are statutorily required to be subsequently remitted to the City pursuant to N. J. S. A.
52: 

?Act? shall mean the Municipal Stabilization and Recovery Act as found in N.I.S.A 
er seq., and any regulations promulgated and rulings issued thereunder, all as
amended from tirne to time.

?Agreement" shall mean this I can and Security Agreement, including all amendments
restatements, modi?cations and supplements from time to time hereto and any appendices
exhibits or schedules to any of the foregoing.

"Appropriations Act? shall-mean 2016, c. 10 as amended from time to time.
?Butler Field? shall have the meaning set forth in Section 5.1.

?Casino Property Tax Stabilization Act? shall mean PL. 2016, c. 5 approved May 
2016, and any subsequent regulations promulgated and rulings issued thereunder, all as amended
from time to time.

?Collateral? shall have the meaning set forth in Section 5.1.

?Commissioner? refers to the Commissioner of the New Jersey Department of
Community Affairs.

?Default? shall mean any event which, with the passage of time or notice orhoth, would,
unless cured or waived, become an Event of Default.

?Director" refers to the Director of the Division of Local Government Services within
the New Jersey Department of Community Affairs.

?Division" refers to the Division of Local Government Services within the New Jersey
Department of Community Affairs. 

?Event of Default? shall have the meaning set forth in Section 8.1.

 shall mean generally accepted auditing standards in the United States of
America as in effect from time to time. .

?Governmental Authority" shall mean any governmental department, commission,
board, burean, agency or instrumentality of the United States or of- any state, commonwealth,
nation, territory, possession, county or municipality, whether new or hereafter constituted or
existing.

?1.:er Funds" shall mean any funds allocated to the City pursuant to N.I.S.A.
including, without limitation, the moneys received by the Treasurer derived
from investment alternative tax as contemplated by N..I.S.A. 

?Loan Documents? shall mean this Agreement, any note evidencing the Loan and any
other documents executed in conjunction with this Agreement as each of the same may be
amended, modi?ed, supplemented or restated from time to time.

?Local Finance Board" shall have the meaning set forth in Section 

?Maturity Date? shall mean the earlier of immediately upon a determination by the
Commissioner regarding the Recovery --Plan, and (ii) such date upon which payment of the
Obligations may be accelerated pursuant to Section 3.2.

shall mean the Atlantic City Municipal Utilities Authority.
?Obligations? shall have the meaning set forth in Section 5.1.
?Payment Defanit" an Event of Default under Section 8.101) hereof.

?Person? shall mean any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, corporation, limited liability company, institution,
public bene?t corporation, entity, court or Governmental Authority.

Payments? shall mean any payments, in accordance with N.J.S.A. 
24, made under N.J.S.A. including, without limitation, any payments in lieu of
property taxes owed to the City pursuant to N.J.S.A. 5227131313320.

?Recovery Lo an? shall mean the aggregate amount of Advances outstanding at any one
time. I

?Recovery Loan Budget? means the budget attached as Exhibit A hereto setting forth
the City?s proposed uses for the Recovery Loan (each of which uses must also he included in the
proposed budget for the City for calendar year 2016 provided to DCA pursuant to Exhibit?
hereof, as well as the ?nal budget) including the time frame within which each Advance will be
requested. All amendments to the Recovery Loan Budget shall be subject to the Director?s prior
written approval.

 

?Recovery Plan? shall mean the ?ve year recovery plan required to be submitted by the
City to the Commissioner not later than 150 days following Coimnissioncr?s June (1, 2016 ?nal



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determination that the City was a ?municipality in need ofstabilization and pursuant to
N.J.S.A of the Act.

?State Parties" shall mean the Treasurer, the State, the Director, the Commissioner, the
Division and DCA. 

?State" means the State of New Jersey.
2. THE LOAN
2.1 Recovery Loan.
2.1 .1 Advances of the Recovery Loan.

Upon and subject to the terms and conditions of this Agreement, DCA
may, until the Advande Termination Date, make advances of the Recovery Loan for the City?s
use in accordance with the Act and the Recovery Loan Budget and upon the request of the City
therefor (each, an ?Advange?; and together, the ?Advances? in accordance with this Agreement
in an aggregate principal amount at any one time outstanding up to but not exceeding Seventy
'l?hree Million and titl?tlt) Dollars 

The City acknowledges that, in anticipation of this Agreement, DCA
advanced to the City $8,490,740.37 on July 15, 2016 as a loan (the ??edgling to make
the City?s Board of Education Tax Levy Payment for 2016 which was originally due on June 15,
2016 and extended to July 15, 2016. The City is indebted to DCA to repay the Existing Advance
and the Existing Advance shall be deemed to he an Advance under the Recovery [man and part
of the Obligations for all purposes hereof, and shall be repaid with all other Advances in
accordance with the terms hereof. 

Upon and subject to the terms and conditions hereto, until the Advance
Termination Date, the City may from time to time borrow under this Section 2.1.1. The making
of each Advance shall be subject to the prior satisfaction of the applicable conditions set forth in
this Agreement, including, without limitation, Section 4 hereof, although no additional
authorizing action by the City shall be required other than the initial authorizing resolution of the
City Council. No Advances shall he made suhSequent to the Advance Termination Date.
Advances, once repaid, may not he rehorrowcd.

2.l .2 Use of Proceeds of the Recovery Loan. The City acknowledges that the
Recovery Loan is intended to supplement the City?s other sources of revenues and is not
intended to cover payment of all of the City?s expenses during the term of the Recovery Loan.
Advances shall he used for the purposes set forth in the Recovery Loan Budget and for no other
purposes without the prior written consent of the Director. The City shall use its existing funds
to pay expenses prior to using the proceeds of an Advance. The use of proceeds of Advances as
set forth in the Recovery Loan Budget shall include full payment of the City?s 2016 Pension and
Health Bene?t expenses including amounts past due for 2016 ohhgatioas plus all such amounts
becoming due before the Advance Termination Date. The City further agrees that after
the date of this Agreement, it will request and use the proceeds of an Advance, within two days

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of its receipt of such Advance proceeds, to pay the City?s ?rst scheduled Board of Education Tax
chy Payment for ?scal year 201?! in the amount 

2.1.3 Advance Procedures. Unless otherwise agreed by the Director, all
requests for an Advance shall be submitted by the City at least ten (10) days prior to the
requested date of the loan disbursement, and supported by such receipts, invoices and other
sopporting documentation as may be required by the Director. Disbursements shall be made no
more o?cn than midcd that the Director may disburse more frequently, if necessary,
provided the City reasonably demonstrates to the Director that it cannot wait for the next
disbursement date to request such Advance. DCA will disburse only after the review
and approval by the Director of the Advance request and the receipts, invoices and other
sopporting documentation requested by and provided to the Director. At the Written request of
the City, and at the option of the Director, DCA may malre loan disbursements to a Person who
is the subject of the disbursement request submitted by the City. DCA shell have no obligation
after making loan disbursements in a particular manner to continue to make loan disbursements
in that manner. DCA shall have no obligation regarding the proper application of loan proceeds
after disbursement. DCA shall be under no obligation to make, and may withhold, any loan
disbursement if there is a Default or Event of Default, or any condition precedent thereto has not
been complied with to the Director?s satisfaction. The City shall have no right to claim any loss
or damage against any State Party or any of their respective representatives arising from 
decision to reject an Advance request or otherwise not to make an Advance, or from any alleged
failure to monitor loan disbursements, or (ii) to otherwise properly administer the Recovery
Loan.

 

3. INTEREST, PAYMENTS AND MISCELLANEOUS CREDIT
anomalous

3.1 Interest Rate; Payments. The outstanding principal amount of the Recovery
Loan shall bear interest at a rate per annum equal to a fixed rate of one and three-quarter percent
per annum (the Interest on the Loan shall be payable on the Maturity
Date; provided however that so long as no Event of Default has occurred and is continuing on
the Maturity Date, no payment of interest shall be due and all accrued interest shall be waived in
full. The outstanding principal amount of all Advances shall be ?nally due and payable in full
on the Maturity Date.

 

3.2 Prepayment of Recovery Loan. The City may prepay the Recovery Loan in part
or in full at any time. In addition, in the event that all or any part of an Advance is used by the
City to pay an espenditure that is recoverable from grants, upon the City?s receipt of grant funds
reimbursing the City for any such expenditure, the City shall iimncdiatcly deliver such funds to
DCA to be applied to pay down the balance of the Recovery Loan.

3.3 Payments. The parties acknowledge and agree that the Recovery Loan shall be
repaid, in the ?rst instance, from the ACA Payments and the IAT Funds, in any enter, and then
from any State Aid payable to or received by the City; and that, if those are insuf?cient to repay
the Recovery Loan in full as of the Maturity Date, then and only then the State shall have
recourse to the other Collateral in any order. Any ACA Payments which would otherwise be
remitted ?rm the State to the City pursuant to N.J.S.A. [Section 4 of $1715]

shall be applied by the State to any and all amounts outstanding under the Recovery Loan as of
the later of the Maturity Date and the operative date of the Casino Property Tax Stabilization
Act, NJEA. 522781313318 et seq. [?l3 of 81715]. Any Funds allocated to the City
pursuant to 52:27813311-25 [Section 9 of $171 5] shall be immediately paid to the State
and applied to any and all amounts outstanding under the Recovery Loan. If the ACA Payments
and IAT Funds are insuf?cient to repay the Recovery Loan in full as of the Maturity Date, then
the State may withhold any State Aid payable to the City and apply such ?ends to any and all
amounts outstanding under the Recovery than. The City agrees that it shall not take any action
to interfere with any State Party or Panies' right to collect any ACA Payments and IAT Funds to
pay down the Recovery Loan, and shall cooperate with the State Parties with respect thereto.

4. CONDITIONS

4.1 Conditions to Ohligations Under this Agreement. Notwithstanding any
other provision of this Agreement, the effectiveness of this Agreement and the obligation of
DCA to make the initial Advance of the Recovery Loan are subject to the ful?llment of each of
the following conditions prior to or simultaneously therewith (each of which may he waived by
the Director): 

DCA shall have received an authorizing resolution of the City Council of
the City of Atlantic City certi?ed by the City Clerk as of the date hereof, to be duly adopted and
in full three and effect on such date, authorizing the ineurrence of the Recovery Loan and the
transactions (including, without limitation, the grant of a security interest by the City to DCA)
contemplated by the I lean Documents and (11) speci?c of?cers to execute and deliver this
Agreement and the other Loan Documents; and

DCA shall have received such additional documents and information as
the Director or his representatives may request in connection therewith, all in form and substance
satisfactory to DCA.

4.2 Conditions to Each Advance. ifhe obligation of DCA to 'make the initial
Advance and each additional Advance of the Recovery Loan is subject to the satisfaction of each
of the following conditions (each of which may be waived by the Director):

All of the representations and warranties of the City contained herein or in
any of the other Loan Documents shall be correct on and as of the date hereof and the date of
funding of each Advance as though made on and as of such date, and shall be deemed to be
repeated by the City on such dates;

(in) There shall he no threatened or pending litigation relating to the hot, this
Agreement andfor the Recovery Loan initiated by the City against the State;

No breach of the terms of this Agreement by the City shall then exist,

The City shall 'he ihlly complying with its obligation to dissolve the MUA
in accordance with Section 6.9(a) in a timely manner; and . -

 No event shall have occurred and be continuing, or would result from the
fund in of any Advance, which constitutes or would constitute. a Default or Event of Default.

5. COLLATERAL

As security for the payment and performance of the Recovery [can and the
payment and performance of each of its covenants, obligations and agreements under this
Agreement and the other Loan Documents (collectively, the ?Obligations?), . the City
acknowledges, and hereby grants to DCA a continuing security interest in and to all of the
following: in accordance with N.J.S.A. 52227131313334, a first priority statutory lien on the
ACA Paments, (ii) all. TAT Funds, any State aid from time to than payable to or received by
the City, (iv) the Treasurer?s statutory right to set?off against the Obligations any payments due
or owing to the City from time to time from the State or any of ti cc, department, division, bureau,
board, commission, or agency of the State, pursuant to the Appropriations Act, a pledge of

- any net proceeds received by the City item a sale of the real property commonly knovm as Batter

Field, Block 794, Lot 1, I-BLDG, l-Lot (?Batter Field? (vi) in the event of a dissolution of
the MUA pursuant to Section a pledge of the assets of the MUA, and (vii) in accordance
with N.J.S.A. a ?rst priority statutory lien on the PILOT Payments (collectively,
all of the foregoing, together with all products and proceeds thereof, the ?Collateral?}. The City
shall take any and all steps requested by DCA at any time, and from time to time, to perfect,
maintain, protect, and enforce security interest in the Collateral, including, without
limitation, executing and ?ling ?nancing or continuation statements, and amendments
thereof, in form and substance satisfactory to DCA, and taking such other steps as may be
deemed necessary or desirable by DCA to maintain security interest in the Collateral.
Without limiting the foregoing, DCA is hereby authorized to tile one or more ?nancing
statements, continuation statements, recordation ?lings or other documents for the purpose of
perfecting, confirming, continuing, enforcing or protecting the security interest granted by the
City, without the signature of the City, and naming the City as debtor and DCA as secured party.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

To induce DCA to enter into this Agreement and to make the Recovery Loan hereunder,
the City makes the following representations and warranties to DCA, and covenants to DOA as
follows, each and all of which shall survive the execution and delivery of this Agreement:

6.1 Authorization; Non~Contraventioln. The execution, delivery and performance
by the City of this Agreement and the other Loan Documents to which it is a party are within its
power, have been duly authorized by all necessary action taken by the duly authorized of?cers of
the City and, if necessary, by making appropriate ?lings with any governmental agency or unit
and are the legal, binding, valid and enforceable obligations of the City; and do not 
contravene, or constitute (with or without the giving of notice or lapse of time or both) a
violation of any provision of applicable law, a violation of the City?s statutory or constitutional
authority, or a default under any agreement, judgment, injunction, order, decree or other
instrument binding upon or affecting the City, or (it) give cause for the acceleration of any
obligations of the City to any other creditor.

 

6.2 Accurate Information. All information now and hereafter furnished to lit" :11 and
the Division by or on behalf of the City is and will be true, correct anti complete, to the best of
the City? and belief in all material respects. Any such information relating to the
ity ?nancial condition will accurately re?ect the City 5 financial condition as of the daie(s]
thereof (including all contingent liabilities of every type).

6.3 Access to lioolcs .52: Records; Cooperation. The City shall permit the Division
and any representatives designated by the Director upon reasonable prior notice, to visit and
inspect its properties, to examine and make extracts from its books, records and such other
documents of the City as the Division shall require, and make copies thereof, and to dismiss its
attains, ?nances and condition with its ei?cers, staff, accountants and other advisers, all at such
reasonable times during normal business hours and as often as requested. The Division and its
agents may enter upon any of the City?s premises at any time during business hours and at any
other reasonable time, and, from time to time, for the purpose of inspecting the Collateral and
any and all records pertaining thereto and the operation of the City?s business. The City shall
hilly cooperate with the foregoing and shall timely respond to any requests for information and
other questions by the Division and its representatives.

6.4 Notice of Default. The City shall furnish to DCA immediately Upon becoming
aware of the existence of any condition or event which constitutes a Default or an Event of
Default under any Loan Document, Written notice specifying the nature and period of existence
thereof and the action which the City is taking or proposes to take with respect thereto.

6.5 Compliance with Other Agreements. The City shall comply with all terms and
conditions contained in this Agreement and any other Loan Document, including compliance
with all of the terms of that certain Memorandum of Understanding entered into by the City and
the Division on or about November 23, 20] S, which remains in full force and effect, and any
other Memorandum of Understanding or similar agreement hereafter entered into by the City
with the Division.

6.6 Reports and Notices. The City covenants and agrees it shall deliver to DCA
such information requested by the Division and its agents from time to time, including, without
limitation, account balances and updated accounts payable scherlulcs, a cash ?ow budget for
such period specified by the Division, and ?nancial statements and information pertaining to the
City?s financial condition- Such information shall be true, complete, and accurate.

Security interest in Collateral. The provisions of this Agreement and the other
Loan Documents create legal and valid liens on all the Collateral in favor of DCA, and such liens
constitute perfected and. continuing liens on the Collateral, securing the Obligations, enforceable
against the City and all third parties, and having priority over all other liens on the Collateral.
The City has good and indefensible title to, or vah'd leasehold interests in, all of its real and
personal property, free of all liens other than those being granted to DCA pursuant to this
Agreement. The City will not create, incur, assume or permit to exist any lien or other
encumbrance on any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts) or rights in respect of any thereof, except in favor
of DCA or another State Party.

6.8 No Disposition of Assets. The City will not; nor will it permit any .r 
of the City to, sell, transfer, lease or otherwise dispose of arty asset, except with
the prior written consent of the Director.

13.9 Dissolution of Batter Field. The City agrees to take all actions
necessary, or otherwise directed by the DCA, to dissolve the MUA effective Upon the
declaration of a l?ayment Default by DCA, including, but not limited to, the adoption of an
ordinance on or before September 15, 20MB authorising such dissolution, provided th_at such
ordinance may provide for the revocation thereof in the event that the City repays the Recovery
Loan in full at any time prior to the Maturity Date or prior to the declaration of a Payment
Default by DCA, and (ii) upon dissolution oftbe MUA, to pledge all of the assets of the MUA. to
DCA as additional collateral for the Obligations. Without limiting the foregoing, the City shall
take all steps necessary andfor directed by DCA to ensurelthe seamless and continuous operation
of the MUA by the City post~dissolution with the same level of quality and services as those
provided prior to dissolution. The City shall establish a deposit account into which it shall
deposit the net proceeds of the sale of Barter Field, which account shall be pledged to the DCA
and subject to a control agreement in favor 

6.10 Additional Terms. The City covenants and agrees to comply with the covenants
and other terms and conditions set forth on Exhibit attached hereto and made a part hereof.

7. Intentionally Omitted.
.8. EVENTS 011? DEFAULT: RIGHTS AND REMEDIES

Events of Default. The occurrence of any one or more of the following events
(regardless of the cause thereof) shall constitute an ?Event of Default" hereunder:

the failure of the City to pay any of the Obligations under this Agreement
or any other Loan Document when due;

the City shall fail to observe or timely perform any covenant, condition or
agreement contained in this Agreement or any other Loan Document, including any failureof
timely performance of the Obligations or breach or other default under this Agreement or any
other Loan Document, other than payment Obligations covered by above, provided that it'
such failure is curable in nature, such failure shall not constitute an Event of Default hereunder
until the Director has provided notice of such failure to the City, and such failure is not cured by
the City within ten {10) days thereof,

the dissolution of, termination of existence of, appoinbnent of a receiver
for, assignment for the benefit of creditors of, or commencement (including the request by the
City of such ?ling of the State) of any bankruptcy or insolvency proceeding by or against the
City; 

a warranty, representation, or acknowledgement made or deemed made in
the Loan Documents or furnished to the State Parties in connection with the Loan or any
Advance proves false, or if of a continuing nature, becomes false;

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use of any proceeds of the Recovery Loan-for any purpose prohibited by,
or not Specifically permitted by, this Agreement; and

any action is commenced to modify, revoke or otherwise invalidate the
ordinance adopted to dissolve the MUA pursuant to Section 6.9(a) hereof.

Notwithstanding the foregoing, if all ACA Payments, Funds, and State Aid payable to or
received by the City, which are available on the Maturity Date, are applied to payment of the
Recovery Loan when available but are insuf?cient to pay the Recovery Loan in full on the
Maturity Date, agrees that it shall not declare an Event of Default hereunder due to the
City?s failure to pay the Recovery Loan in full on the Maturity Date; provided that the City is
not otherwise in default hereunder (alter giving effect to any cure period), and (ii) the remaining
balance of the Recovery Loan is paid in full within thirty (30) days of the Maturity Date.

3.2 Consequences of Default. Automatically upon the occurrence of an Event of
Default described in paragraph of Section 3.1, or upon the determination of DCA upon the
occturence of any other Event of Default, any obligation of DCA to make Advances shall
terminate immediately, (ii) DCA shall declare the Recovery Loan to become immediately due
and payable, and the State Parties each shall be entitled to exercise forthwith and 
(to the extent and in such order and at such time or times as DCA may elect) any or all rights and
remedies provided for herein, any provision of any other Loan Document or that may otherwise
he available to any State Party by law. In addition to, and without limiting the foregoing, the
City agrees that upon the determination of DCA upon the occurrence of any Event of Default
DCA may take all or any ofthc following actions:

Require the City to deliver each item of Collateral to DCA on demand,
and DCA shall have, in addition to any other rights and remedies, the rights and remedies of a

. secured party under any applicable law, including, without institution, the right, with or without

legal process (to the extent permitted by law) and with or without prior notice or demand for
perfonnauce, to take possession of the Collateral and without liability for trespass (to the extent
permitted by law) to enter any premises where the Collateral may be located for the purpose of
taking possession of or removing the Collateral (and for that purpose DCA may, enter open any
premises on which the Collateral may be situated and remove the Collateral therefrom) and,
generally, to exercise any and all rights afforded to a secured party under applicable law.
Without limiting the generality of the foregoing, the City agrees that DCA shall have the right,
subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any
part of the Collateral, at public or private sale or at any broker?s board or on any securities
exchange, for cash, upon credit or for future delivery as DCA shall deem appropriate. Each such
purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on
the part of the City, and the City hereby waives (to the extent permitted by law) all rights of
redemption, stay, valuation and appraisal which the City now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted; and

Any State Party may withhold any State aid payable to the City, to the
extent permitted by law.

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3.3 Right of Setoff. Whether or not an Event of Dethult shall have occurred and he
continuing and whether or not the Division shall have declared the Obligations immediately due
and payable, each State Party is hereby authorized at any time and ?'nm time to time, to the
fullest extent permitted by law, to set off and apply any deposits, State?aid or other sums credited
by or due from the State or any of?ce, department, division, bureau, board, commission, or
agency of the State to the City against any and all liabilities, direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, of the City to DCA.

9. 

Except as otherwise provided for in this Agreement and applicable law,
the City expressly waives presentment, demand, protest and all other notices of any kind in
connection with this Agreement and the other Loan Documents. The City acknowledges that it
has been advised by counsel of its choice with respect to this Agreement, the other Loan
Documents and the transactions evidenced by this Agreement and the other Loan Documents.

The City acknowledges that, in connection with this Agreement and the
transaction contemplated hereby, the State Parties will rely upon and assume the accuracy and
completeness of all of the f?mancial, legal, regulatory, accounting, tax and other information
provided to, discussed with or reviewed by the State Parties for such purposes, and neither the
Director nor any other State Party aesumes any liability therefor or responsibility for the

accuracy, completeness or independent verification thereof.

The parties agree that the Act is consistent with and does not violate the

terms of either the New Jersey Constitution or the United States Constitution, or any other
applicable law, and that by entering into this Agreement, which is authorized by N.J.S.A

ti, the parties are knowingly, intelligently and voluntarily waiving any claims that
the ?Act is unconstitutional or otherwise in contravention of applicable law, and each of them
agree not to challenge the validity of the Act.

The parties agree that occurrence of an Event of Default, including the
failure of the City at any time to make a required repayment under this Agreement, including in
circumstances where repayment has been accelerated, may be considered by the 
as a factor in making his determination to approve or deny the Recovery Plan in accord ance with
N.J.S.A 

. The parties agree that the Recovery Plan shall be prepared by the City,
pursuant to N.J.S.A. and that any assistance provided to the City by DCA, the
Director, the Local Finance Board in the Division (?Local Finance Board?), or any other State
Party, or any of their representatives, agents, advisers or consultants, in connection with the 
Recovery Plan shall not constitute endorsement of or agreement with any of the terms
contained within the Recovery Plan or be Used as a basis to challenge the Commissioner?s
decision with respect to the Recovery Plan.

10. MISCELLANEOUS

10.1 Advances Subject to Appropriations and Statutory Restrictions. 
Notwithstanding anything to the contrary elsewhere in this Agreement, agreement to

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make any Advances hereunder is and shall be subject to and dependent upon appropriations
being made by the State Legislature from time to time for such purpose and the availability of
funds. - -

10.2 Complete Agreement. The Loan Documents constitute the complete agreement
between the parties with respect to the subject matter hereof and may not be modi?ed, altered or
amended except by an agreement in Writing signed by the City and DCA.

10.3 Other Agreements; No Limitation. This Agreement, including, without
limitation, Exhibit hereto, shall not be deemed to supersede or replace any other agreements
between the City and any of the State Parties or any requirement of law applicable to the City,
including any mernorandmn of understanding or memorandum of agreement; and the obligations
of the City hereunder and under Exhibit are in addition to, and do not limit, any other
obligations of the City pursuant to applicable law or any other agreement entered into or made in
favor of any State Party, including without limitation any memorandum of understanding or
memorandum of agreement.

10.4 Amendments; Waiver; Consent. No amendment, modification, termination or
waiver of any provision of this Agreement or any other Loan Document, nor consent to any
departure by the City therefrom, shall in any event be effective unless the same shall be in
Writing and signed by DCA. Any waiver shall apply only to the speci?c instance or purpose for
which it is given and shall not give ?ee to a course ofdealing behvecn the parties.

10.5 No Waiver by the State Parties. Any State Party?s failure at any time or times,
to require strict performance by the City of any provision of this Agreement and any of the other
Loan Documents shall not waive, affect or diminish any right of the State Parties? thereafter to
demand strict compliance and performance therewith. Any suspension or waiver by any State

. Party of an Event of Default by the City under the Loan Documents shall not suspend, waive or

affect any other Event of Default by the lCity under this Agreement and any of the other Loan
Documents whether the same is prior or subsequent thereto and whether of the same or of a
different type. None of the undertakings, agreements, warranties, covenants and representations

'of the City contained in this Agreement or any of the other Loan Documents shall be deemed to

have been suspended or waived unless such suspension or Waiver is by an instrument in writing
signed by the Director and directed to the City specifying such suspension or waiver.

10.6 Additional Remedies. The rights and remedies of the State Parties under this
Agreement shall be cumulative and concurrent, may be pursued separately, successively or
together, at the discretion of DCA or such State Party, and may be exercised as often as occasion
therefore shall arise. The failure to exercise any such right or remedy shall in no event be
construed as a waiver or release thereof. Recourse to the Collateral shall not be required.

10.? Sever-ability. Wherever'possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law. If any provision of
this Agreement shall be or become unenforceable or invalid under then applicable law, the
remaining provisions of this Agreement shall nevertheless continue in full force and effect, and
the parties shall and in good faith undertake to negotiate an amendment hereto to carry
out the purposes of the invalidated provision. Should the parties be unable to agree on such an

12

amendment and if the State l?artics deem the invalid or unenforceable provision material to their
agreements hereunder, DCA may terminate this Agreement. on notice in writing te'the City at
which time the Recovery Loan immediately shall become due and payable in fell.

10.8 Parties. This Agreement and the other Loan Documents shall be binding upon,
and inure to the bene?t of, the successors of the City, and the successors and assigns of the State
Parties; provided, however, the City may not assign its right to borrow under this Agreement.

10.9 Con?ict of Terms; Survival. Except as otherwise speci?cally provided in this
Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with,
any provision in any of the other Loan Document, the provision contained in this Agreement
shall govern and control. All of the City?s undertakings, agreements, covenants, warranties and
representations contained in this Agreement shall survive any termination or cancellation hereof
and shall continue in full force and effect until such time as all of the Obligations have been paid
indefensibly in full.

10.10 Governing Law; Litigation; Consent to Jurisdiction; Venue.

In all respects, including all matters of construction, validity and
performance, this Agreement and the Obligations arising heremidcr shall he governed by, and be
construed and enforced in accordance with, the laws of the State applicable to contracts made
and performed in such state, without regard to the principles of con?ict of laws.

IN CONNECTION WITH ANY ACTION OR PROCEEDWG
ARISING OUT OF OR RELATING TO THIS THE ACT, OR ANY OF
THE OTHER LOAN DOCUIYIENTS:

(1) THE PARTIES WAIVE THE RIGHT TO TRIAL RY JURY
AND THE RIGHT TO INTERPOSE ANY OR OF ANY
NATURE, EXCEPT FOR MANDATORY AND .

(ii) SOLE AND EXCLUSIVE JURISDICTION SHALL BE
IN ANY COURT OF THE OF NEW JERSEY LOCATED IN 
COUNTY, NEW JERSEY, AND THE PARTIES WAIVE ANY RIGHT TO OBJECT TO
SUCH COURT AS AN INCONVENIENT 11? DRUM.

10.11 Notices. Except as otherwise specifically provided in this Agreement, whenever
it is provided in this Agreement that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the parties by another, or
whenever any of the parties desires to give or serve upon another any communication with
respect to this Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall he in writing and either delivered in person and con?rmed with a
signed receipt (provided that rejection or other refusal to sign for or accept such notice shall not
affect the effectiveness or the date of delivery for such notice) or sent by registered or certified
mail, retina receipt requested, postage prepaid, to the City?s address shown above or such other
address as provided hereunder, and to any State Party, as follows:

13

 

 

if to any State Party:

Department of Conununity Affairs
Division of Local Government Services
Alto: Timothy]. Cunningham, Director
101 South Broad Street

PO. Box 803

Trenton, New Jersey 08625-0803

10.12 Sole Discretion. Except as may otherwise he expressly provided to the contrary,
wherever pursuant to this Agreement, or any other document or instrument now or hereafter
executed and delivered in'connection therewith or otherwise with respect to the Recovery Loan,
any State Party exercises any right given to it to consent or not consent, or to approve or
disapprove, or any arrangement or term is to be satisfactory to a State Party, the decision of such
State Party, as applicable, to consent or not consent, or to approve or disapprove, or to decide
that arrangements or terms are satisfactory or not satisfactory, shall he in the sole and absolute
discretion of such State Party, as applicable, and shall he Ernst and conclusive. I

10.13 Third Party Bene?ciaries. This Agreement and the other Loan Documents
are solely the bene?t of the City and the State Parties, and nothing contained in this
Agreement or the other Loan Documents shall he?dcemed to confer upon anyone other than such
Persons any right to insist upon or to enforce the performance or observance of any of the
obligations contained herein or therein.

10.14 Further Assurances. The City shall cooperate fully with the State Parties in
order to carry out and fully the terms and provisions of this Agreement. The City shall
from time to time execute and deliver such other agreements, documents or instinmeuts,
including a promissory note, and take such other actions as may be required by this Agreement
or as requested by the Director to effectuate the terms of this Agreement. Without limiting the
foregoing, the City will execute and deliver, or cause to be executed and delivered, to DCA such
documents, agreements and instnunents, and will take or cause to be taken such further actions
(including the ?ling and recording of ?nancing statements, ?xture ?lings, mortgages, deeds of
trust and other documents and such other actions or deliveries required by DEA), which may be
required by any applicable law or which the Director may, from time to time, reasonably request
to carry out the terms and conditions of this Agreement and the other Loan Documents and to
ensure perfection and priority of the liens created or intended to be created by this Agreement
and the other Loan Documents.

10.15 Section Titles. The Section titles contained in this Agreement are used merely
for convenience and shall have no substantive effect in interpreting this Agreement.

10.16 Counterparts. This Agreement may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one agreement.

[Remainder ofthr's page interrtimrnity Monk, next page is the sigotature page]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the date ?rst twitter!

above.

NEW JERSEY DEPARTMENT OF
COMMUNITY AFFAJRS, DIVISION
OF LOCAL GOVERNNIENT
SERVICES

  
      

By: ..
N31116: Tim thy J. Cunningham

Title: Diresmr

 

15

THE CITY OF ATLANTIC CITY



Wimnald A. wan

Titic: Mayor

By: Kauai G9 (146;,

 

Name:

Title: City Clerk (Dyna

 

Exhibit A

Recovery Loan Budge_t

 

 

Anticip?tcd Advance
Amount

Amicipatcd Date of Advance

Use {if Proceeds of Advance

 



July__, 2016 

 

 

 

 

 

 

 

 

 

 

 

 

 

16

 

Exhibit 
Additional Terms

The City covenants and agrees to do the following:

1.

All claims asserted in the litigation styled I-lcspe v. The City of Atlantic City, 
6 shall be dismissed in their entirety inunediately upon execution of

?this Agreement.

Submission of draft 2016 budget to the Division for approval by no later than August 15,
2016.

issuance of estimated 3rd quarter property tax bills in suf?cient time to ensure timely
payment by taxpayers. The estimated 3rd quarter property tax bill shall include the
following:

a. An increase to the school tax rate that appropriately accounts for the entire
amount of the 2016 school levy; and

b. An increase to the county rate that appropriately accounts for the entire amount of
the Atlantic County levy.

Weekly cash flow reporting of proposed weekly spend for the week following, and
appropriate supporting int?onnation and information as requested hy the Division or its
representatives.

Weekly reporting of actual spend against the proposed weekly Spend for that weelr or
other frequency as agreed, and appropriate supporting information and information as
requested by the Division or its representatives.

Weekly reporting of cash balances in all accounts, and the identi?cation of purpose of
those funds (cg. current funds, individual trust-funds, capital funds); for those Funds
comm in glerl, the account balance shall be segregated to the separate funds as no ted
previously.

Weekly summary of all known accounts payable, identified by fund.

Weekly reporting of status of grant activity, including draws requested and payments
received.

The City shall submit to the Director a copy ot'all judgments or settlements in excess of
$100,000. The Director may, at the Director's discretion, request copies of any other
judgments or settlements involving the City or its employees. The City shall also provide
a summary of outstanding litigation, any monet. ?demands" made by plaintiffs and
what the Self-Insured Retention is for that case and any other related infomration
suf?cient to estimate the total amount of financial exposure facing the City regarding
pending litigation.

1?

 . -
.-

10. Thu City will provide tho Dirnctor or his roproaontativos, with all the above information
as wall as any other reporting requirements contained in tho Transitional Aid MOU and
e! S'eq.

l. The City shall pay in full, on tho due date therefor, all Board of
Education 'l'ax Levy Payments, all County payments and all debt sunrise 

18

Resolution of the City of Atlantic City
o. 464

Approved an to Form and Legali-

      
 
 

aBiH of Facts Set Forth Factual contents cerLifietl to by

Joy?Kyrcit?s/ofxt of Michael J. Perugini Swan, City Solicitor- 
Prepared by City Solicitor'c Difioe

. . .
Counc? Member SM ALL presents the followmg Resol 

 

RESOLUTION AUTHORIZING EXECUTION OF FINANCIAL DOCUMENTS

WHEREAS, the City of Atlantic City has found itself with various ?scal challenges; and

WHEREAS, it may be prudent in anticipation ol?mccting certain ?scal obligations, that the Mayor
or his designees be authorized to execute a secured loan agreement between the City of Atlantic City and the
State of New Jersey to help satisfy these obligations; and

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Atlantic City
hereby authorizes the Mayor or his designecs to execute the appropriate documents concerning a secured
loan agreement between the City of Atlantic City and the State of New Jersey.


July 28, 2016 3:53 PM

 

DO NOT USE SPACE BELOW LINE 

 

 

RECORD OF COUNCIL VOTE 0N FINAL PASSAGE

 

 

 

 

 

 

 

 

 

 

 

 

 

COUNCILMEMEER AYE NM NV an. M01: sec. row My. ?tB. MOT. sec.
CHENG MARSH . 
RANDOLPH 
GILLIAM snanazz 
ace-m naam? 

SMALL. PRESIDENT 

 

 

 

 

 

 

 

 

X-Indicates Vote NV-NotVoting Ali?Absent MDT-Motion SEC-Second

 

 

This is a Certi?ed True copy ofthe Original Resolution on file in the City Clerk's Of?ce.

DATE 01-? ADOPTION: JULY 28, 2916 (Radix (1ch

ts! saunas watlams, Glity Clerk