Sam DeBaltzo

Sam DeBaltzo

Associate

503.802.5772
sam.debaltzo@tonkon.com

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Services & Industries

Education

J.D., University of Michigan Law School, 2017

B.A., Brigham Young University, 2014

Bar & Court Admissions

Oregon State Bar

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.

Representative Matters

Affordable Housing

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 Guides Marquis Hot Tubs Through Successful Acquisition

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


Professional Memberships

Multnomah Bar Association

Tonkon Torp Sponsors Columbia Springs Fundraiser

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.

Three Associates Join Tonkon Torp Business Department

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.”

Cleaning Up Your Contracts – Property Owners Could Be Liable for Janitors’ Unpaid Wages

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.

Tenants’ Market Brings Bargaining Power for Office-Space Buildouts

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.

Sun’s Out? Let’s Talk Solar

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.

Back to the Office (Sort Of)

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.

With Mask Mandates Lifting, Will Return-to-Office Mandates Begin?

By Sam DeBaltzo – With revisions to Oregon mask-mandates beginning as early as March 11 and Governor Kate Brown expected to lift the state of emergency on April 1, one has to wonder if and when Portland’s remote employees will be required to return to their downtown offices again.

Property Owners, Don’t Get Stuck Double-Paying for Janitorial Services

Imagine you are a property owner or manager over any number of properties. You hire various service providers to perform services such as landscaping, security, cleaning, etc.

All Ear to the Ground Blog Items

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.

“Cleaning Up Your Contracts – Property Owners Could Be Liable for Janitors’ Unpaid Wages,” Tonkon Torp Legal Update, October 2020