Kimberlee’s practice focuses on a wide range of commercial real estate transactions, including purchases and sales, 1031 exchanges, commercial leases, and financing. Kimberlee represents a diverse group of businesses, owners, and developers with a special emphasis on the forest products, energy, agricultural, and seniors housing industries.
She has extensive experience with timberland and mill purchases and sales in Oregon, Idaho and Montana, including representing the purchaser of 17,000 acres of Idaho timberlands and associated property rights. In the seniors housing market, Kimberlee represents assisted living facility owners in loan transactions and frequently negotiates property management agreements.
Kimberlee negotiates retail leases in shopping centers throughout the United States. She also represents renewable energy clients in land acquisition, title curative matters, permitting due diligence, and project financing. She regularly handles real estate aspects of mergers, acquisitions, and bankruptcy transactions, which included helping a grocery store chain emerge from bankruptcy and obtain new financing secured by over 30 owned or leased properties.
Kimberlee’s clients appreciate her timely, efficient, and straightforward approach to problem solving.
Get to Know
Attorney Kimberlee Stafford is a dedicated cyclist. Growing up in Boise, she fell in love with cycling watching the Ore Ida Women’s Challenge, North America’s biggest women’s professional bike race during the 1980s. Further inspired by Olympians Connie Carpenter-Phinney and Rebecca Twigg, as well as the cycling-centric coming of age movie Breaking Away, Kimberlee saved money mowing lawns to buy her first real road bike when she was 12. Many models have since replaced that first bike (still in her possession), but her dedication to cycling sports remains and has only gotten stronger. She enjoys road cycling with her wife to explore scenic Oregon, and pursues cyclocross for the endurance test and fun!
“These are totally different kinds of riding,” explains Kimberlee. “Road cycling gets us out to see and experience all the beautiful spaces of Oregon up close and it’s not uncommon to put in 100-mile days. But cyclocross is a fall sport, which is fun, muddy, and technical. We might be racing in terrible weather, but then we get to hang out, cheer each other on, and enjoy a beer with friends when we’re done.”
Kimberlee has been racing cyclocross for 10 years. She discovered the sport during law school and eventually the combination of chaos and camaraderie drew her in. Tonkon Torp sponsors Kimberlee’s team, Grouptrail Cycling (which includes fellow attorney David Forman), a family-friendly crew more focused on friendship and fun than setting records.
During a cyclocross race, competitors ride as hard as they can to complete as many laps as possible on a two-mile circular racecourse. The courses, located throughout Oregon, feature combinations of pavement, wooded trails, grass, sand, and steep hills, as well as intentionally-constructed obstacles requiring riders to dismount and carry their bikes. Although she appreciates the unique offerings of each course, Kimberlee’s favorite experience was a race held at Oaks Park in Sellwood. The course had a long portion along the Willamette River that changed in composition from sand to water during the day as the tide rose, keeping riders on their toes to monitor conditions and pick the best line.
Cycling is not just a personal passion. Kimberlee’s practice includes a focus on real estate and sustainability, and she has led efforts at Tonkon Torp to improve sustainable business practices such as making bike commuting more accessible. She also currently serves on the Board of Directors for the Oregon Bicycle Racing Association and was formerly the Chair of the Board of Directors for The Street Trust, a nonprofit organization working to improve public transit, walking, and bicycling conditions in Oregon.
Represented clients on issues related to asbestos removal.
Lumber Mill Redevelopment
Counseled clients in the decommissioning of old lumber mills in Oregon, Idaho and Montana and preparing them for different land use.
Portland Harbor Superfund Site (CERCLA)
Ongoing representation of a large manufacturing company in the $100 million Remedial Investigation/Feasibility Study for remediation of the Portland Harbor Superfund Site, which has been ongoing for over a decade.
Renewable Project Finance
Assisted global renewable energy developer with due diligence to prepare three renewable projects for the capital markets in advance of pending expiration of applicable federal tax credits.
Transfer of Contaminated Property
Counseled landowners and developers throughout the country on federal and state environmental laws associated with the sale and purchase of contaminated commercial and industrial property.
In re Stayton SW Assisted Living, L.L.C. (the Consolidated Sunwest Related Entities)
(Bankr. D. Or.) – Tonkon represented debtor, Stayton SW Assisted Living, L.L.C., and over 700 substantially consolidated affiliates, in a Chapter 11 proceeding that resulted in a confirmed Plan of Reorganization. The biggest and most complex bankruptcy case ever filed in Oregon, the consolidation, restructuring and $1.2 billion sale involving over 700 of Sunwest entities demanded legal expertise in bankruptcy, securities, tax, real estate, corporate governance, litigation, mergers and acquisitions, regulated industries and commercial transactions. Al Kennedy and Tim Conway worked with a team of Tonkon lawyers and paralegals who developed and executed a complex resolution that restructured obligations owing to over 90 secured lenders, sold 146 senior living facilities (including approximately 1,200 tenant-in-common interests held by investors), and resulted in distributions to creditors and investors exceeding 100% of their claims.
Site Certificate for Oregon Wind Facility
Represented client to obtain a site certificate from the Oregon Energy Facility Siting Council to construct a 500 MW wind energy facility in Morrow and Umatilla Counties. The project faced stiff opposition from Umatilla County, some local landowners and a local anti-wind coalition. The project presented unique issues related to energy transmission, as the available corridors to connect the project to the interstate transmission grid were constrained and presented considerable development challenges. After a five-year process, including a contested case before an administrative hearings officer that was resolved by a successful motion for summary judgment over the opposition of the Department of Energy, the Council issued a site certificate authorizing construction of the facility.
1031 Exchange For Estate of Deceased Out-of-State Taxpayer
Represented client and his estate in the sale of investment property and the purchase of new investment property in a 1031 tax deferred exchange. The transaction presented unique tax and real estate issues due to the death of the client during the 1031 exchange period. Also, the new property required evaluation of environmental issues due to its former use as a gas station.
Sale of Historic Building
Represented the owner of an entire block of downtown Portland in the sale of the block as part of a 1031 tax-deferred exchange, thereby facilitating two other purchase transactions in Portland and Salem for the client.
Hotel Purchase, Sale, Financing, and 1031 Exchange
Represented hotel investor in sale of two Seattle area hotels and acquisition of a replacement hotel in a reverse 1031 exchange while simultaneously refinancing secured debt.
Eastern Oregon Wind Projects Acquisition
Represented private equity firm in $200 million acquisition and development of five utility-scale wind projects in Eastern Oregon for sale of power to prominent Idaho utility.
Environmental Remediation and Purchase of Railcar Facility
In 1992, Tonkon Torp helped the Greenbrier Companies lease a large railcar repair facility in Cleburne, Texas; the lease included a purchase option. Following extensive environmental remediation performed by facility owner and negotiated by Tonkon Torp, as well as extensive additions and alterations to the property boundaries, Gunderson Rail Services LLC purchased the Cleburne facility in July 2019.
Tidewater Barge Lines
Represented Tidewater Barge Lines, a regional transportation provider, in a nine figure sale to a financial buyer.
Grocery Store Reorganization Financing
Helped a large grocery store chain obtain funds in new financing secured by over 30 owned or leased properties in southern Oregon and northern California.
World's Eighth-Largest Photovoltaic Solar Facility
Provided legal services in connection with the financing of EDF Renewable Energy's 143.2 MW Catalina Solar Project, which became operational in August 2013. When it opened, the facility in Kern County, California was EDF's largest PV facility in the U.S. and the 8th largest PV facility in the world.
Sale of Industrial Equipment Manufacturer Assets and Real Property
Represented a heavy equipment manufacturer in the sale of its business assets and real property which involved debt payoff, real property sale and leasing, and product manufacturing issues.
Acquisition of 540 Acres, Subject to Conservation Easement
Represented the Columbia Land Trust in the acquisition of 540 acres from the Port of Vancouver, USA in the Vancouver Lake Bottomlands, subject to a conservation easement requiring that the land be actively managed to provide a feeding and nesting area for the costal flock of the Pacific Flyway population of Sandhill cranes.
Refinance of Seatac Holiday Inn
Represented the owner of Seatac Holiday Inn in obtaining a $21,700,000 loan from Laddes Capital.
Coordinated Legal and Political Resolution of Condemnation Threat
Negotiated master lease and right of entry to protect primary place of business under threat of condemnation, while reserving future claims. Involved coordinated strategy with an outside government relations group.
Sale-Leaseback of Fast Food Restaurant
Negotiated the sale and long-term leaseback of two locations of a prominent fast food franchise in Oregon.
California Solar Development Purchase Options
Negotiated options to sell over 4,800 acres in California's Central Valley for a 700 megawatt potential solar energy project. If built, the projects will generate enough electricity for 300,000 homes.
Negotiated the lease for a Hawaiian-Time Restaurant in Springfield, Oregon.
Sale of Pulp Mill
Represented Wayzata Investment Partners, a private equity fund, in connection with a sale of Halsey, Oregon pulp mill.
Represented land development companies in wetlands permitting matters before the Oregon Department of State Lands.
Due Diligence in Real Property Transactions
Regularly provide environmental due diligence for the purchase and sale of manufacturing facilities, industrial real estate, and timberlands.
Complex Reverse Exchange
Owen Blank and Kimberlee Stafford led the Tonkon Torp team in guiding the client through executing a complicated reverse exchange, which involved the purchase of 10 real property interests and the sale of one real property interest pursuant to Section 1031 of the Internal Revenue Code, as amended, and the Treasury Regulations promulgated thereunder. These carefully timed transactions also involved the client's exercise of a put option under the controlling ground lease, the termination of numerous tenancy-in-common agreements, the assumption of dozens of leases, and the coordination of tenants, counter-parties and their counsel, two title companies, and the exchange accommodation titleholder/qualified intermediary company.
Senior Living Secured Financing
Ongoing representation of several national and regional independent and assisted living owners in complex financing transactions, including securitization and defeasance transactions.
Idaho Timberlands Purchase
Represented major forest products company in purchase of 17,000 acres of Idaho timberlands, including associated agreements and acquisition of ancillary property rights.
Tonkon Torp guided client Herbert Malarkey Roofing Company through a successful $1.35 billion stock sale to Switzerland-based Holcim Group, one of the world’s largest building products companies. The deal secured a place as one of Oregon’s largest M&A transactions in 2021.
EDF Renewable Energy, formerly enXco, engaged Tonkon Torp to provide real estate and environmental due diligence support in connection with two renewable energy projects in California (the Catalina Solar and Pacific Wind Projects) and one in Kansas (the Spearville 3 Wind Energy Project).
The successful sale of Portland-based Rejuvenation to a major, national home furnishings company was facilitated by an interdisciplinary team of Tonkon Torp business lawyers.
When Albina Head Start, Inc. received a significant grant award to expand the agency’s services, its management called on Tonkon Torp to help address many legal and business issues.
When home furnishings giant IKEA needed to secure land and obtain necessary approvals for a new location in the Portland Metropolitan area, they turned to Tonkon Torp for help. Tonkon’s real estate attorneys successfully navigated our client through the complex two-year process.
Tonkon Torp played a foundational role in paving the way for Oregon’s first five-star hotel development, the 35-story Ritz-Carlton hotel in downtown Portland. Attorneys from the Real Estate & Land Use Law Practice Group represented their client, the landowner, in negotiating an agreement to enter into a ground lease (AEGL) with BPM Real Estate Group, a Portland-based developer, assisting with the fulfillment of the AEGL’s conditions, and closing the transaction with the parties entering into the ground lease itself.
Attorneys from Tonkon Torp’s Real Estate & Land Use Practice Group are celebrating a successful real estate purchase for pro bono client Albina Head Start (AHS). For more than 40 years, AHS has leased space at a former church building in NE Portland for its Tina Clegg Center. The Center, a community pillar for one of Portland’s historic communities of color, houses both a Head Start program serving 60 low-income families and AHS administrative offices that coordinate and provide services for numerous additional families.
Albina Head Start, Inc. (AHS), which serves more than 1,000 low-income children and their families in North, Northeast and Southeast Portland, faces the future in a stronger financial position thanks to a significant pro bono effort by Tonkon Torp. Find details and more featured cases here.
When Albina Head Start learned it was awarded a Blue Sky Fund grant to install a rooftop solar array on one of its buildings, it turned to its long-time pro bono legal partner, Tonkon Torp. The nonprofit organization knew that it would need legal guidance to ensure that it could meet the terms laid out in the grant’s detailed and binding Memo of Understanding.
In late 2014, Tonkon Torp represented a privately held heavy industrial equipment manufacturer in a complex transaction that included selling business assets and real property, and leasing other related business property. The selling company is a long-term client of the firm.
Tonkon Torp real estate and tax lawyers were instrumental in the complex, $40 million sale of the historic U.S. Bank Block in downtown Portland to real estate investment firm ScanlanKemperBard. Read more here.
In one of the quickest and most successful conclusions of a grocery chain bankruptcy proceeding, Tonkon Torp secured court approval of a reorganization plan for C&K Market, Inc., to emerge from Chapter 11 bankruptcy just seven months after filing. Find details and more featured cases here.
Tonkon Torp’s timely and experienced loan defeasance work permitted a shopping center owner to realize the profitable sale of that real estate in a transaction that initially appeared to be financially infeasible. Find details and more featured cases here.
Community Involvement & Activities
Albina Head Start, Inc.
Pro Bono Lawyer
Oregon Bicycle Racing Association
Member, Board of Directors
Oregon State Bar
Member, Real Estate & Land Use Section Executive Committee
Former Member, Sustainable Future Section Executive Committee
Former Member, Environmental & Natural Resources Section Executive Committee
Multnomah County Advisory Committee on Sustainability and Innovation
The Street Trust
Former Chair and Former Member, Board of Directors
Portland Business Alliance
Leadership Portland Class of 2008
American Bar Association
Commercial Real Estate Women (CREW)
Multnomah Bar Association
Oregon Minority Lawyers Association
Oregon Women Lawyers
Fifty-three Tonkon Torp lawyers representing 37 practice areas have been selected for inclusion in The Best Lawyers in America® 2023. Nearly all the attorneys have been previously named to the peer-review list, and most have been listed for more than 10 years.
Chambers USA has recognized 28 Tonkon Torp attorneys in eight practice areas in its Chambers USA 2022 Guide.
Fifty-three Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2022
Tonkon Torp is proud to celebrate with long term community partner Albina Head Start (AHS) on achieving a significant milestone – fulfilling New Markets Tax Credit (NMTC) financing obligations on five learning centers. This means that as of May 25, 2021, AHS owns the McCormack Matthews, Owen Blank, Avel Gordly, Carolyn Young–Traci Rose and Charlotte Lewis–McKinley Burt centers with no debt encumbering the properties.
Chambers USA has recognized 23 Tonkon Torp attorneys in seven practice areas in its Chambers USA 2021 guide.
Effective January 1, 2012, Oregon law provides for a new form of deed known as a transfer on death (TOD) deed. These deeds allow an owner of real property to designate a beneficiary who will obtain title to that real property when the owner dies, without having to go through probate (subject to some exceptions).
On June 11, 2007, in U.S. v Atlantic Research Corp., the United States Supreme Court solved a portion of the puzzle that has confounded so-called potentially responsible parties (PRPs) since the Court’s decision in Cooper Industries, Inc. v Aviall Services, Inc. in 2004.
Ear to the Ground Blog
By Kimberlee Stafford – On May 19, 2022, the Oregon Land Conservation and Development Commission adopted, on a temporary basis, rules known as the Climate-Friendly and Equitable Communities project.
Tonkon Torp real estate attorney Kimberlee Stafford discusses title insurance, an important part of every real estate purchase and sale transaction, loan transaction, and some long-term lease transactions.
By Kimberlee Stafford – I recently read a fascinating article on a recently completed multi-family development in Alexandria, Virginia called Park+Ford. It describes the conversion of a 1980s era office park into 435 units of housing. What makes this achievement so exciting is that it seems to refute the conventional wisdom that office-to-apartment conversions rarely pencil out.
Attorney Danica Foster, Co-Chair of our Cannabis Industry Group, sat down with real estate attorney Kimberlee Stafford for a discussion on how property owners and property managers can reduce liability risk when leasing to cannabis and hemp growers.
By Kimberlee Stafford – I’ve been thinking a lot about a recent article from the Portland Business Journal describing TriMet’s new lease for its administrative offices in downtown Portland’s One Main Place building.
Publications & Presentations
Kimberlee is a regular contributor to Tonkon Torp’s Ear to the Ground blog, which provides timely commentary on issues affecting the commercial real estate and development communities in the Pacific Northwest.
“USA Regional Real Estate Guide – Oregon,” Chambers and Partners, May 2019
“Key Issues in Retail Leasing,” Women’s Networking Group, November 2017
“Commercial Leases,” The Fundamentals of Real Estate and Land Use Law Seminar Series, Multnomah Bar Association Young Lawyers Section, September 2017
“Title Insurance and Survey Review: What You Need to Know” and “Step-By-Step Through the Purchase Contract,” Handling Real Estate Transactions with Confidence, National Business Institute, December 2013
“REITs, Master Limited Partnerships Could Make Playing Field More Level for Renewables,” Sustainable Business Oregon//Portland Business Journal, June 2013
Co-Editor, Environmental Volume 1: Regulation and Permitting, Oregon State Bar, 2013
“Oregon’s New Transfer on Death Deed,” Rotary Club of East Portland, July 2012
“Oregon Can’t Afford Not to Invest in Renewables,” Daily Journal of Commerce, March 2012
“Wind Energy Facilities Real or Personal Property,” Daily Journal of Commerce, August 2011
Moderator, “The Promise of Development: Natural Resource Issues in a New Economy,” Oregon State Bar