Vincent J. Paluzzi

Overview

Vincent Paluzzi focuses his practice on challenges and opportunities in real estate, commercial, construction, intellectual property, business transactions, and litigation. Having broad transactional and litigation experience, Vincent brings a dynamic “problem solving/problem avoidance” perspective to bear on behalf of his clients.

His construction practice includes the representation of design/builders, general contractors, construction managers, engineers, and mechanical, electrical and plumbing (MEP) contractors. In addition, Vincent serves as special counsel to the New Jersey Schools Development Authority, handling real property acquisitions, construction defect claims, delay and acceleration claims, loss of productivity, extra work, default/termination, differing site conditions, and design errors and omissions/cost recovery claims. He began serving in this capacity in 2002, and has been reappointed every two years as the result of a state-wide competitive procurement of legal services.

Vincent believes the true value of intellectual property lies in its preservation and commercialization. He counsels and represents clients in the development, acquisition, sale, licensing, and protection (including litigation) of patented and unpatented technologies, copyrights, trademarks, and trade secrets. His clients include Fortune 500 companies, software developers, emerging artists, world-famous rock and roll bands, and producers of programming for public television and of Academy Award-nominated documentary films.

Representative Matters

• Negotiated and documented, on behalf of Lawrence Township, a financial agreement under the Long Term Tax Exemption Law supporting the environmental remediation of an abandoned industrial site and redevelopment of the site with a new warehouse and distribution center having a floor area of 275,656 square feet and related improvements. The project is expected to create 100-150 construction jobs and up to 220 permanent jobs, as well as substantial new economic activity in the local economy.  The Township will retain in excess of $12 million of additional tax receipts over the 30-year term of the financial agreement as compared to traditional taxation. 
• Negotiated and documented, on behalf of Lawrence Township, a financial agreement under the New Jersey Housing and Mortgage Finance Agency Law supporting an inclusionary residential development that will create 42 units of affordable housing counted toward the Township’s Third Round Mount Laurel obligation. 
• Represented owner who had contracted with general contractor for construction project. General contractor filed chapter 11 bankruptcy proceeding. Adversary proceeding filed on behalf of owner in general contractor bankruptcy case to adjudicate competing claims made by and among numerous subcontractors (some of whom filed lien claims against owner) and general contractor to retainage held by owner. Matter involved novel issues under New Jersey Construction Lien Law and bankruptcy law.
• Represents the New Jersey Department of Agriculture with respect to the registration, protection, and licensing of its “Jersey Fresh” family of certification marks.
• On behalf of one of the largest constructors in the nation, protested the award of the contract for the South Jersey State Prison in Bridgeton, which was the first public sector design/build construction project awarded by public bidding in New Jersey.
• Worked with the New Jersey Law Revision Commission to substantially rewrite the New Jersey Construction Lien Law.

Precedential Case Decisions

• In Re Board’s Main Extension Rules, N.J.A.C. 14:3-8.1 et seq., 426 N.J. Super. 538 (App. Div. 2012) (applies full retroactive effect to prior decision invalidating BPU’s main extension rules requiring developers and/or homeowners to pay for extensions of service in certain areas of State).
• OFP, LLC v. State, 395 N.J. Super. 571 (App. Div. 2007), aff’d, 197 N.J. 418 (2008) (challenge to constitutionality of New Jersey Highlands Water Protection and Planning Act before New Jersey Supreme Court).
• Richman Bros. Records, Inc. v. U.S. Sprint Communications Co., Inc., 953 F.2d 1431 (3^rd Cir. 1991), cert. den., 112 S.Ct. 3056 (1992) (primary jurisdiction referral to federal administrative agency not a final order subject to appeal as of right).

Significant Transactions

• Negotiated and documented an Asset Purchase and Sale Agreement on behalf of the seller, a nonprofit corporation, for the sale of a health care complex consisting of a skilled nursing facility, a comprehensive rehabilitation center and an assisted living facility, having a total of 394 licensed beds, for $73.5 million.  The transaction required review and approval from the New Jersey Attorney General’s office prior to closing, which Mr. Paluzzi also secured.  An existing senior living facility for retired Catholic clergy was excluded from the sale, and comprehensive easements preserving said facility’s existing rights of vehicular ingress and egress access, stormwater drainage, and sanitary sewer and utilities connections were also negotiated and documented by Mr. Paluzzi.  A related Stewardship Agreement was negotiated to ensure that the facilities will continue to be operated consistent with Ethical and Religious Directives for Catholic Health Care Services, in order to obtain a required approval from the Holy See.
• Negotiated and documented a financial agreement under the Long Term Tax Exemption Law providing for approximately $100 million in local property tax abatement over a period of 30 years to support the development, in Hopewell Township, of a state-of-the art biopharmaceutical facility for the production of life saving oncology medicines for cancer patients worldwide. The project is expected to generate 300-500 construction jobs and once completed, in excess of 200 high-paying scientific jobs, as well as substantial economic activity in the local economy.
• Negotiated and documented the sale of the shares of the founder and sole owner of a  mechanical contracting company with gross revenues in excess of $30 million for in excess of $5 million cash and other consideration.  Negotiated and documented long-term lease of business premises owned by separate limited liability company managed by founder to new owner of business.
• Negotiated and documented the sale and lease back of real estate used for manufacturing purposes by a client whose family has conducted business in Camden, New Jersey for more than 50 years, as part of a larger “P3” transaction whereby the property will be redeveloped for Subaru to locate its North American headquarters in Camden.  The Subaru redevelopment project will commence once another “P3” redevelopment project in Camden, involving a new manufacturing facility for the client, is constructed pursuant to a long-term ground lease also negotiated and documented by Mr. Paluzzi.   Upon completion of the new manufacturing facility, the client will relocate its business to the new premises and the Subaru project will commence.
• Negotiated redevelopment agreement and financial agreement providing for long-term tax abatement for a “P3” redevelopment project consisting of a 620,000 sq. ft. warehouse, distribution, and logistics facility and supporting office space, expandable up to 750,000 sq. ft., which is expected to bring almost 300 new jobs to Florence Township, New Jersey.
• Settled patent infringement action against firm client involving patents for design of K-Cup type coffee pod storage systems by obtaining correction of patents to identify client as a co-inventor and assignment of other co-inventor’s rights in patents to client (MSA Products, Inc. v. Nifty Home Products, Inc., 2:11-cv-0521-WJM).
• Settled approximately $6,500,000 of delay claims asserted against New Jersey Schools Development Authority by its former project management firm arising out of eight different school facility projects having a combined construction cost of in excess of $150,000,000 for $2,850,000, or approximately 44 cents on the dollar (URS Corporation- New York v. New Jersey Schools Development Authority, Docket No. HUD-L-412-12).
• Negotiated redevelopment agreement and financial agreement providing for long-term tax abatement for a “P3” redevelopment project (new corporate headquarters and logistics facility of long-time Philadelphia business) in Florence Township, New Jersey, which will bring 620 new jobs to New Jersey and which qualified for $40 million of Grow New Jersey Tax Credits.
• Procurement, financing, approval and installation of a 970kW photovoltaic solar electric generating system (roof mounted and ground mounted over storm water detention/recharge basin) for a private school and sale of SRECs in a “forward contract.”
• Represented executive producer and his production company in the negotiation and documentation of intellectual property rights acquisition, production, performance and distribution agreements and derivative works agreements for Academy Award-nominated documentary shorts Curtain Call and Sister Rose’s Passion, and for television movie Groucho: A Life in Revue.
  
• On behalf of a public-private redevelopment entity, negotiated and documented the financing, design-build construction contract, owner’s representative agreement and asset management agreement for Trenton Marriott Hotel-Conference Center redevelopment project.
• Represented private redeveloper in the negotiation and documentation of financing and design build construction contract for Princeton Spring Street redevelopment project including mixed commercial and residential uses, a structured parking facility and a public park.
• Negotiated and documented $10 million of public and private financing for expansion of a charter school.
• On behalf of the New Jersey Schools Development Authority, negotiated and documented easements for a pedestrian bridge over New Jersey Transit/Amtrak railroad rights of way to provide safe student access to a new elementary school in Paterson, New Jersey.
• Represented the New Jersey Schools Development Authority in the acquisition of in excess of 200 properties of all use groups by condemnation or voluntary sale in lieu of condemnation for use in school facilities projects, involving myriad title, environmental, lien/encumbrance, and valuation issues.
• On behalf of Grateful Dead Merchandising/Grateful Dead Distributing, obtained and enforced (with assistance of United States Marshall’s Service) injunctions for the seizure of counterfeit merchandise bearing the Band’s registered trademarks and colorable imitations and of unauthorized copies of sound recordings of the Band’s copyrighted music and lyrics, in New Jersey, Southern and Eastern Districts of New York, and Eastern District of Pennsylvania.
• Negotiated Engineer, Procure and Construct and Solar Services Agreement on behalf of Lawrence Township for a 607kW photovoltaic solar electric system consisting of ground and roof-mounted components and carports.
• Negotiated contract for privatization of the collection of municipal court fines on behalf of Lawrence Township.
• Negotiated redevelopment agreement on behalf of the holder of one of only three vertical licenses granted for Central New Jersey Region permitting the development of cannabis growth facility and dispensary.
• Negotiated contract to outsource operation and maintenance of the golf course of a prominent private school located in Mercer County.