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Click here or scroll down to respond to this candidateCandidate's Name , ESQ.7 Dogwood Terrace Wayne, New Jersey Street Address
PHONE NUMBER AVAILABLE EMAIL AVAILABLEAn experienced attorney, fully versed in all facets of commercial and developmental real estate, and general corporate practice, including representing all parties in purchasing, asset purchases, leasing and financing transactions. Experienced in the following areas:Real Estate Development/Development Projects Affordable Housing General Contract Drafting and Negotiation Construction Contracts Bankruptcy Corporate Governance Transactional Real Estate Real Estate Financing Litigation Mergers/Acquisitions Labor and Employment Management Equipment Leasing Land Use Landlord Tenant MattersREPRESENTATIVE TRANSACTIONS & ACCOMPLISHMENTSRestructured numerous transactions valued in hundreds of millions of dollars, and resolved claims filed in the hundreds of millions of dollars during the successful Prime Motor Inns, Inc. Chapter 11 Reorganization.Closed 38 property purchase transaction (located in 26 states).Negotiated leases with tenants such as Subway, J.P. Morgan Chase, Citibank, Target, H & R Block, Ace Hardware, and Lowes.Negotiated and closed corporate financing transactions as borrower with major lenders in transactions ranging from $5,000,000 to $100,000,000+.Corporate secretary, familiar with Board and governance issues. Formed business entities, filed organizational documents, bylaws, operating agreements. Maintained corporate books and kept corporate minutes.Negotiated $325,000,000 telecommunications services contract in four days. Drafted and negotiated contracts valued at $10,000,000. Drafted and negotiated contracts of all types, i.e. Sales Agreements, Interconnection Agreements, Software License agreements (as licensor and licensee), Collocation Agreements, Construction Contracts. Negotiated IT contracts, software and hardware licenses, including SaaS licences.Reduced insurance claim payments approximately 26%, ($4,000,000) in year one. Resulting (along with other controls implemented) the companys paid loss history was 55% of the industry average.Sole labor employment counsel for an 8500 employee company. Successfully handled the defense of agency level discrimination investigations. Handled a 30% RIF at corporate headquarters, drafted severance agreements reviewed terminated persons lists with management. No claims were filed.EXPERIENCESILLS, CUMMIS, & GROSS, P. C. Newark, NJOf Counsel April 2022 September2023Transactional Real Estate: drafting and negotiation of Real Estate Purchase and Sale Agreements, Drafting and negotiation of Financing Documents (representing both Borrower and Lender), Closing purchase sale/financing transactions, Due Diligence review of contracts/leases/other documentation in transactions such as consents, resolutions. Conducted due diligence, including review of land use ordinances, and Supervised others conducting due diligence in acquisitions/divestiture. Drafting and Negotiation of Commercial Leases (representing both Landlords and Tenants), handled Lease Compliance issues. Drafting and negotiation of construction contracts, (representing Owners and Contractors) handled construction claims of all kinds, Drafting and Negotiation of Commercial Contracts for commercial clients. Handled insurance/reinsurance issues. Participated in the successful NRIA chapter 11 proceeding.PUBLIC SERVICE ENTERPRISE GROUP (Public Service Electric & Gas) RemoteContract Analyst (Contractor through Axelon Services Corporation) November, 2020 August, 2021Provide substantive support in the area of contract management, project controls, and construction management in EPM and EPC contracts. Participate in contract management from early involvement developing the scope of work, RFP process, to and through contract closeout. Review draft and negotiate contracts and ensure that all company and contractor obligations are met within prescribed deadlines.TRIPLE FIVE WORLDWIDE, LLC East Rutherford, NJAssociate Counsel November, 2019 - March, 2020 Drafting and negotiating corporate transactions for the firm's Chairman, where transactions are located worldwide. (e.g., Kuwait (Pipe Manufacturing Plant Purchase), United States (Joint Venture Agreements), China (Strategic Alliance with Chinese corporation). Handled Insurance/reinsurance issues. Negotiated IT contracts & software and hardware licensesRPM DEVELOPMENT, LLC Montclair, NJGeneral Counsel January, 2017 - October, 2019The company specializes in the development and operation of affordable housing in New Jersey.Responsible for all legal matters for the business.Handles all development and financing transactions, land acquisitions, prosecuting land use applications, financing transactions, investments in various projects, due diligence review od documents and other materials. real estate closingsResponsible for handling all general legal issues for the company: litigation management, Landlord Tenant Matters, HR/employment issues (including represented business in discrimination charges brought before EEOC and the NJ Division on Civil Rights) Trademark issues, general contract drafting and negotiationResponsible for all other legal issues in which the company is involved.Responsible for Fair Housing Compliance Issues and resolution of them.RIVER DRIVE CONSTRUCTION CO. INC./LANGAN DEVELOPMENT, LLC Elmwood Park, NJGeneral Counsel November 2012 - January, 2017These are related entities controlled by one individual. The business objective is to form and/or participate in real estate development transactions which would be built by the construction company. Legal counsel to both entities.River Drive Construction Co. Inc.:Drafted and negotiated all construction contracts and subcontracts.Drafted and negotiated commercial contracts related to projects and for general corporate purposes.Resolution of disputes and lien issues.Handled all General corporate issues: corporate financing, corporate governance, general contract drafting and negotiation, HR/employment issues, (drafted employee handbook), litigation and supervision of outside counsel, bankruptcies of owner entities. Handled workout of Borrowers troubled loans.Langan Development LLC:Contract drafting and negotiation, Structure transactions, Joint Venture agreements.Transactional real estate: contracts, conducted due diligence review, obtain municipal approvals, negotiation of financing, Negotiated PILOT, Developers Agreements, preparation of closing papers; real estate closings. Draft and negotiate leases with tenants, property management agreements, landlord/tenant matters. Worked out troubled loans.General corporate matters, entity governance, formation of entities, preparation and filing of certificates of incorporation/ formation, bylaws/operating agreements, resolutions, consents.corporate financing, transactions, Trademark issues, Drafted and negotiated corporate contracts.Litigation managementBANK OF AMERICA (Consultant) Newark, NJClaim Reviewer III January, 2012 November, 2012Part of Independent Foreclosure Review.Reviewed foreclosure files.Confirmed bank compliance/non-compliance with legal and regulatory requirements in loan documentation, prosecution of foreclosures, and loan modification.HARMAC CORP. (Consultant) Mountainside, NJGeneral Counsel January, 2010 December, 2011Drafted and negotiated leases (commercial and residential), handled landlord/tenant matters.Structured corporate financing transactions, drafted and negotiated contracts for purchase of real estate, real estate, prosecuted land use applications, closings conducted due diligenceHandled closings of financings, both single and multi- property (Value $300,000 to $2,000,000).Handled corporate governance issues for parent corporation and LLC subsidiaries. Created entities; filed formation documents, drafted operating agreements, property management agreements.Drafted and negotiated joint venture agreements/strategic alliances, and negotiation.Drafted and negotiated commercial contracts for the company.Handled all litigation for the company.HERTEN, BURSTEIN, SHERIDAN, CEVASCO, BOTTINELLI, LITT & HARZ, L.L.C. Hackensack, NJCounsel October, 2006 September, 2009Represented lenders, borrowers, buyers, sellers in Real Estate Purchase/Financing transactions, acquisition, management, disposition and financing, including Asset Purchase Agreements, multi-state, multi-property real estate purchase/financing transactions, including NJEDA and other public financings, real estate closings, and corporate financings.Represented banks in troubled loan workouts.Represented clients in discrimination charges brought before EEOC and the NJ Division on Civil Rights.Negotiated PILOT Agreements and Developers AgreementsRepresented commercial clients in contract drafting and negotiations.Represented landlords and tenants in real estate leasing matters, drafted and negotiated leases, handled lease compliance issues; handled landlord/tenant matters.Representing corporate clients: Corporate governance, formation of subsidiary entities, preparation and filing of certificates of incorporation/ formation, bylaws/operating agreements, resolutions, consents.Represented Creditors in Bankruptcy mattersConducted Due Diligence and supervised those conducting due diligence in merger/acquisition mattersDrafted and negotiated construction contracts, resolved construction disputes, lien issues.Prosecuted land use applications before Zoning Boards of Adjustment and Planning Boards.Handled Corporate transactions, including joint ventures and corporate financings, asset purchases; general corporate practice. Trademark issues. Drafted and negotiated corporate contracts.Worked with insurance carrier clients on reinsurance contracts and related issues.Handled employment law issues, drafted handbooks, conducted investigations, defended agency investigations.INVESTORS HOLDING FUND, LLC South Plainfield, NJ General Counsel May, 2003- September, 2006Supported aggressive real estate sales and leasing teams.Drafted and negotiated purchase and sale agreements, commercial leases;Handled financing documentation, land use applications, and landlord tenant mattersHandled all real estate matters from site evaluation/due diligence, to land use approvals, to closing.Supervised counsel in handling of all litigation.Handled all general corporate matters, corporate transactions; joint ventures, corporate financings, real estate management agreements, contract drafting and negotiation.Handled bankruptcies of tenantsHandled HR matters, drafted handbook. Defended agency investigations by the EEOC, NJ Division on Civil Rights.Corporate governance, formation of subsidiary entities, preparation and filing of certificates of incorporation/ formation, bylaws/operating agreements, resolutions, consents.FOCAL COMMUNICATIONS CORPORATION Jersey City, NJ Senior Counsel November, 1999-December, 2002Supported aggressive sales teams at a Competitive Local Exchange Carrier.Drafted and negotiated customer contracts for all customers in the eastern US. Negotiated contracts, software, licenses, and hardware leases.Supported regulatory affairs group. Participated in proceeding before the FCC, and NJ Board of Public Utilities. Drafted and negotiated Interconnection Agreements, Collocation AgreementsSupported complex bids and proposals group; prepare responses to complex RFPs, RFOs, etc.Drafted and negotiated Government contracts for all company government customers nationwide.Drafted and negotiated leases, financing, and a master construction contract for all corporate locations.Negotiated and drafted asset-based financing for equipment located in switch central locations.Managed all litigation; handled all bankruptcy issues for the company nationwide, successfully bid for assets at auctions.Handled all Trademark issues.Employment law, handled agency investigations, trained managers. Defended agency investigations by the EEOC, NJ Division on Civil Rights.Supervised outside counsel in litigationTELEPORT COMMUNICATIONS GROUP INC. / AT&T Basking Ridge, NJSenior Attorney September, 1997 October, 1999Supported aggressive sales teams at a Competitive Local Exchange Carrier.Drafted and negotiated customer contracts for all customers in the eastern US. Negotiated contracts, software, licenses, and hardware leases.Supported complex bids and proposals group; prepare responses to complex RFPs, RFOs, etc.Drafted and negotiated Government contracts for all company government customers nationwide.Drafted and negotiated real estate leases for all company sites in the eastern United States, construction contracts for all sales offices and switch locations.Supported regulatory affairs group. Participated in proceeding before the FCC, and NJ Board of Public Utilities. Drafted and negotiated Interconnection Agreements, Collocation AgreementsHandled all Trademark issues.Responsible for all labor/employment issues in the eastern United States. Defended agency investigations by the EEOC, NJ Division on Civil Rights, and other state agenciesSupervised outside counsel in all litigated matters. Responsible for Intellectual Property (Trademarks)Handled all customer bankruptcy issues.THE TRANSPORTATION GROUP LIMITED New York, NY General Counsel/Secretary June, 1995 September, 1997 Sole in-house corporate counsel for all offices (New York, London, Tokyo and Hong Kong). Responsible for all corporate legal functions: contract drafting and negotiation;Supervision of outside counsel; human resources policies, procedures, and issues; financing; corporatesecretarial function Managing regulatory, licensing, and corporate compliance matters.PRIME HOSPITALITY CORP. Fairfield, NJAssistant General Counsel/Assistant Secretary December, 1989 April, 1995Handled all phases of real estate development. Drafted and negotiated leases, including cellular tower leases. Handled real estate closings. Conducted due diligence and supervised those conducting due diligence in real estate matters and in merger acquisitions.Negotiated PILOT agreements, Developers Agreements.Prosecuted numerous land use applications.Handled financings (single, multi-property, corporate). Restructured transactions worth tens of millions of dollars and resolved hundreds of millions of dollars of claims during Primes successful Chapter 11 reorganization. Post bankruptcy, handled corporate financing transactions.General contract drafting and negotiations: construction contracts/subcontracts, equipment purchase agreements, MRO supplies and equipment, software license agreements (as licensor and licensee).Supported sales force, Drafted and negotiated room rental rate agreements, catering agreements, and meeting agreements for use of hotel meeting and banquet facilities.Corporate transactions, joint venture agreements, management agreements, Asset Purchase Agreements. Responsible for the Companys Intellectual Property (Trademarks).Supervised outside counsel in all litigation, both insured and uninsured in which the Company was involved.Worked with insurance carriers on issues related to reinsurance.Represented the company in all agency level investigations of discrimination charges by EEOC/NJ Division on Civil Rights, and other state agencies.Familiar with corporate practice: formed subsidiary corporations, and limited liability companies: prepared and file certificates of incorporation/formation, bylaws, operating agreements, consents to engage in entity action.ADMISSIONSStates: New Jersey, New YorkU. S. District Courts: District of New Jersey, Southern District of New York, Eastern District of New YorkEDUCATIONSt. Johns University School of Law, Jamaica, N.Y. JDMuhlenberg College, Allentown, PA. B.A. (Psychology) |
