Sam is an associate in Tonkon Torp’s Business Department, with a focus on real estate and business law transactions. With respect to real estate transactions, he has a wide variety of experience representing clients in the purchase, sale, and leasing of real property. He additionally provides counsel regarding associated industries, and routinely works with construction, architect, and engineering contracts. His business law experience includes general corporate matters and representation of both for-profit and non-profit businesses in mergers, acquisitions, and dispositions.
Sam is a 2017 graduate of the University of Michigan Law School, where he was Associate Editor of the Michigan Business & Entrepreneurial Law Review, and President of the J. Reuben Clark Law Society. While a law student, Sam worked as a Tonkon Torp summer associate in 2016 and as a student attorney at the Community and Economic Development Clinic in Ann Arbor, Michigan in the summer of 2015. Prior to law school, Sam worked as an intern with the Office of the Speaker of the House, in Washington, D.C.
A native of Cleveland, Ohio, Sam met his wife Charlotte at Brigham Young University. He spends his free time with Charlotte and their three young sons. Sam enjoys watching or playing almost any sport and participating in fantasy football, basketball, and baseball. Despite his University of Michigan Law School education, Sam is a die-hard Ohio State and Cleveland sports fan.
Represented client in the purchase of a 33% membership interest in an LLC that owns a low-income multifamily housing development. This transaction was particularly complicated given the regulatory approvals required from both the State of Oregon (in connection with the low-income housing status) and the U.S. Department of Housing and Urban Development (as the entity had a loan from HUD). This process of seeking approvals, coordinating updated applications, regulatory documents, and loan documents – involving repeated back and forth with the applicable governmental authorities – took over six months.
Complex Senior Housing Construction Loan Facilitation
Represented client borrower in the negotiation and closing of a construction loan for a retirement residence in Washington state. Our work included a loan agreement, related security documents, and the negotiation of ancillary development agreements among the borrower and its development and architectural contractors. On the intended day of closing, it was discovered that a subcontractor had prematurely commenced site work, jeopardizing the bank’s priority. We were able to work with the client, title, and bank to negotiate subordination agreements for the subcontractor and general contractor, and closing proceeded only one day later than planned.
Real Estate Counsel for Eastern Oregon Wind Projects
Represented client as real estate counsel for funding and construction of 16 wind turbines in eastern Oregon. The project included three rounds of funding from lenders and investors which involved negotiation on the real estate provisions of the various financing agreements. Negotiated the acquisition of appropriate easements from various property owners and advised on real estate and interconnection issues with the buyer of electricity produced by the facilities. Final funding involved coordination of multiple levels of affiliated and unaffiliated companies for running various aspects of the facilities. Funding and construction concluded in December, 2020.
Sale of Senior Living Businesses & Property with Added COVID-Related Negotiations
Represented two affiliated senior living facilities in the sale of the businesses and underlying real property. This sale involved a payoff of a Housing and Urban Development (HUD) loan and coordination with the buyer for a replacement HUD loan at closing. In light of reduced occupancy amidst COVID-19, Tonkon Torp assisted the parties in negotiating a purchase price holdback to be released to either buyers or seller over the course of a year based on post-closing occupancy rates.
Newberg Christian Church Combinations
In early 2018, Tonkon Torp assisted Newberg Christian Church in its combinations with two other churches in the greater Portland area. Newberg Christian Church is a thriving congregation that is able to offer other churches the opportunity to consolidate office functions, focus on their religious missions, and scale accordingly. Tonkon Torp has assisted Newberg Christian Church in employing flexible methods of combining with other churches, taking into account the unique needs of the religious nonprofits and their congregations, as well as the goals of their leadership, while providing meaningful structural stability.
Tonkon Torp celebrates the successful acquisition of an exclusive licensing arrangement for its client Starting Line Sailing, a custom sailboat manufacturer with operations and distribution channels throughout the world.
Tonkon Torp celebrates the successful acquisition of its client Marquis Corp. (d/b/a Marquis Hot Tubs) by Monomoy Capital Partners, a private equity firm. Monomoy intends to retain the Marquis brand to expand the firm’s residential pool and spa wellness platform.
Community Involvement & Activities
Multnomah Bar Association
Attorneys from the Tonkon Torp Bankruptcy & Reorganization Practice Group were invited to author three guides for Thomson Reuters Practical Law, published as part of their State Q&A series for Bankruptcy and Restructuring. Each guide provides in-depth detail on a specific aspect of Bankruptcy and Restructuring in Oregon.
Tonkon Torp was a “Rainbow Trout” sponsor at the August 4, Hooked on Nature Fundraiser for Columbia Springs. Jeanette Schuster organized Tonkon’s participation with the event and attended along with Adam Adkin, and Sam DeBaltzo.
Tonkon Torp LLP has added three associates to its Business Department – Samuel DeBaltzo, Jarell Hunt, and Elizabeth (Betsy) Schultz. “Our three new associates are promising young attorneys who we have been delighted to get to know,” said Darcy Norville, Managing Partner. “We are very happy they have accepted our invitation to join our business department, and we look forward to mentoring them as they build their practices.”
Due to recent changes in Oregon law, if a janitorial service provider fails to pay its employees, the owner or manager of the property being cleaned could be liable for the unpaid wages (and additional penalties) unless the property owner or manager vets its janitorial service provider, as further described below.
Ear to the Ground Blog
By Sam DeBaltzo – What if an owner pays its general contractor (GC), but the funds never make it to the subcontractors who subsequently lien? The owner can go after the GC for defaulting in its obligations and likely has indemnity rights under its contract, but what if the GC is bankrupt or otherwise unable to perform its indemnity obligations?
By Sam DeBaltzo – In the course of reviewing construction subcontracts, I’ve recently seen provisions similar to the following (simplified for convenience and confidentiality): “The subcontractor shall reimburse the [Contractor and/or Owner] for any costs and expenses for any claim, obligation, or lien that arises from the performance of the work.”
By Sam DeBaltzo – COVID-19 shook nearly every industry to its core, but never more so than for commercial office space. Before the pandemic, downtown office space across the United States favored landlords in virtually all aspects of negotiations.
By Sam DeBaltzo – With the Oregon sun finally poking its head out, it’s a good opportunity to revisit the current state of solar energy. Solar is clearly making traction in Oregon, and recently the largest planned solar facility in Oregon received approval to start construction.
By Sam DeBaltzo – As I alluded to in my previous post, with Oregon’s mask mandate lifting, downtown employers have initiated a greater push for returning to the office, Tonkon Torp included. Tonkon and other large law firms in Portland have opted for a hybrid model of two-four days in the office with varying levels of encouragement vs. requirement.
Publications & Presentations
Sam 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.
“UCC Article 9 Sales: Oregon,” Thompson Reuters Practical Law, March 2022
“Cleaning Up Your Contracts – Property Owners Could Be Liable for Janitors’ Unpaid Wages,” Tonkon Torp Legal Update, October 2020