Rachel Toker

Representative matters include:

Ground Lease Transactions

• Acquisitions and redevelopment of properties on university campuses or otherwise owned by universities, including:
• negotiation of long-term ground lease of university property for a development team pursuing entitlements and funding for a master development of diverse residential housing types to create a mixed-income rental community adjacent to the university campus;
• negotiation of long-term ground lease of university property to construct a new commercial office building with adjacent green space. Representation included negotiation of a complex agreement with adjacent property owner.
• Represented a regional real estate development company in the negotiation of a US$35 million sale and leaseback of a commercial property in a rapidly developing suburb of Washington, DC. The transaction established the legal structure for the property to be redeveloped in phases, while the existing commercial improvements remain in operation. Rachel drafted and negotiated a purchase-and-sale agreement, 99-year ground lease with options to purchase parcels for redevelopment, a declaration of covenants, conditions, and restrictions for the full site, documents to establish the future owners' association, and leasehold financing documents.

Complex Purchase and Sale Transactions

• Represented seller of US$55 million multi-family development located within master deed-restricted, mixed-use community in Fayetteville, Arkansas.
• Represented seller of equity and tenant-in-common interests in a commercial real estate development in Overland Park, Kansas with a value of US$77 million.
• Represented owner of multi-family residential property in the US$72 million sale of one-half of the operating property as part of a tax-deferred like-kind exchange for the seller. Representation included negotiating and drafting cross-easement and access agreements, purchase and sale agreement, and inter-party agreements regarding future density rights at the property.

Public-Private, Community Development, and Affordable Housing Transactions

• Represented quasi-public agency of the District of Columbia in negotiations for $100 million redevelopment of a contaminated site adjacent to the Anacostia River for use as multi-family housing and new retail space. Site required substantial environmental remediation and new public infrastructure. Rachel advised project team on redevelopment strategy, including financing the project using tax-increment financing and payments in lieu of taxes and planning for the incorporation of existing public water and sewer uses.
• Represented District of Columbia in multiple transactions to dispose of public lands adjacent to WMATA transit stations to private developers for use as mixed-income housing.
• Represented nonprofit developer of affordable housing in financing the acquisition and planned renovation of a 304-unit mixed-income housing project using 4% low-income housing tax credits and a loan funded with proceeds from a US$16 million tax-exempt bond issuance by the Pennsylvania Housing Finance Agency, with credit enhancement provided by a major bank and Freddie Mac.
• Represented a Washington, DC-based community development corporation in the acquisition and redevelopment of vacant property in Southwest Washington, DC for a community center, as part of a larger neighborhood revitalization effort to provide necessary community services and affordable housing. Representation included negotiation of multiple loans, a District of Columbia DHCD grant, the purchase and sale agreement, and operating leases.

Sustainability and Carbon Market Transactions

• Assist start-up companies in creating climate and sustainability benefit products that result in the purchase and sale of credits (or tokens) from emission reductions, carbon sinks, and investments in carbon product development.
• Assist with the verification and certification of projects under voluntary carbon market standards (e.g., the Verra Verified Carbon Standard).
• Assist clients with the incorporation and negotiation of green building and climate change-related provisions in commercial leases.
• Represented the Economic Development Administration of the U.S. Dept. of Commerce, under the Obama Administration, as the organizational leader of a taskforce of 7 federal agencies to create the first 7-agency joint federal funding opportunity to build a US$130 million Energy Efficient Building Systems Regional Innovation Cluster.