View source for MDOT 657.3 Joint Development Implementation

[[Category:Real Estate]]
 <font face="arial">Effective Date: May 30, 2025
 <font face="arial">Note:There may be formatting differences between the electronic policy and the signed policy. 
 '''MDOT signed policy supersedes all information provided on this page.''' 
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[[media: Signed Supporting Document MDOT 657.3.pdf | Signed Supporting Document MDOT 657.3]]

This supporting document outlines the key processes, procedures, MDOT’s reserved rights, and approvals that govern MDOT’s Joint Development Program. It establishes the framework for prioritizing Joint Development projects, managing solicited and unsolicited proposals, negotiating commercial agreements, and securing necessary project approvals. By adhering to these guidelines, MDOT ensures that Joint Development projects are in line with the goals, objectives, and principles outlined within MDOT ### Joint Development Policy and MDOT ###.1 Joint Development Principles.

1. Joint Development Prioritization

:MDOT will seek to assess its real estate portfolio to identify and evaluate opportunities on a consistent basis to develop State-owned and other public land for Joint Development. Key factors in determining prioritization, in addition to the consideration of the Joint Development Goals and Objectives, include:

:* Enabling local land use and zoning, particularly where zoning allows dense, mixed-use development;
:* Development potential (i.e., physical conditions such as site size, topography, and environmental conditions, as well as regulatory conditions such as appropriate local zoning);
:* Support of the local jurisdiction;
:* Infrastructure needs; 
:* Adequate market potential to meet State of Maryland and local TOD goals and objectives; 
:* Existence of adequate transit capacity or planned new or expanded capacity;
:* Community support; 
:* Opportunities for future connectivity; and 
:* Funding and financing opportunities to close any infrastructure or development funding gaps needed to realize meaningful TOD.

2. Joint Development Process

:The Joint Development process is managed by MDOT’s Office of Real Estate and Development and will follow the process and procedures outlined in MDOT XXX Join Development  Policy. The Policy allows for both solicited and unsolicited joint development proposals from interested third parties for commercial, residential, mixed-use, or other development on State-owned land that integrates with and/or co-locates with existing or planned State transportation infrastructure, including the potential to acquire, construct, improve, maintain, and/or operate elements of the land infrastructure as part of the development. The major steps involved in evaluating, selecting, and implementing Joint Development projects are similar for both solicited and unsolicited proposals. 

:The subject property must have been declared as available for use for TOD through the Internal Clearance process of the MDOT modal unit (e.g., MTA, SHA, MAA) that owns the underlying land prior to solicitation or as part of the Unsolicited Joint Development process. 

:The competitive solicitation process will consider the protection of any proprietary information that is identified as such and included in the unsolicited proposal. Upon request for information from a third party, MDOT will make an independent determination whether the information may be disclosed under applicable law, including but not limited to the Maryland Public Information Act, Title 4 of the General Provisions Article of the Annotated Code of Maryland.

:Generally, the Joint Development process will adhere to the following high-level sequence of steps shown in Figure 1, which will be subject to change based on the needs and complexity of each Joint Development project. The approximate timelines reflect a combination of MDOT-driven and jointly coordinated activities. They are provided as general guidance and assume that both parties are committed to advancing the project in good faith and in a timely manner. For a detailed breakdown of the Joint Development process and workflow, see Appendix A – Joint Development Process.

;Figure 1 | High-Level Process and Timelines of the Joint Development Process

[[File:Picture1.jpg|link=|900px]]

{| class="wikitable" border="1"
|-
! #
! Step
! Description
!Timeframe
!Lead Agencies & Stakeholders

|-
|1
|Identified Opportunity
|MDOT will seek to assess its real estate portfolio to identify and evaluate opportunities on a consistent basis to develop State-owned and other public land for Joint Development.
|Continuous
|
* MDOT (ORED, MTA)

|-
|2
|TOD Site Strategy 
|Initial planning and defining of site specific goals, objectives, and requirements for Joint Development projects. This may include community engagement prior to solicitation.
|6-12 months 
|
*MDOT (ORED, MTA, SHA)
*DHCD
*Local jurisdictions

|-
|3
|Solicitation 
|Public and competitive solicitation leading to the selection of a Joint Development Partner. 
|6 months
|
*MDOT (ORED, MTA, SHA, OAG)
*Developers

|-
|4A
|Exclusive Negotiating Period and Development Plan Design
|Parties to execute an Exclusive Negotiating Privilege Agreement and establish term sheet leading to Master Development Agreement terms. The Developer to complete due diligence and advance master planning and the design of the Development Plan. This step takes place concurrently with Step 4B.
|6 months
|
*MDOT (ORED, MTA, OAG, SHA)
*DHCD
*Local jurisdictions
*Joint Development Partner
*Community 

|-
| 4B
| 4.B - Master Developer Agreement (MDA) Negotiations
| This is the timeframe allotted to negotiate terms for the MDA, Master Ground Lease, and the forms for associated Phase Ground Lease(s), Purchase Agreement(s), Reciprocal Easement and Operating Agreement(s), Construction Agreement and other agreements necessary for the delivery of the project, as applicable,
| 6-12 Months
|
* MDOT (ORED, MTA, OAG)
* Joint Development Partner

|-
|5
| Project Approvals and MDA Execution 
|Seek FTA concurrence and Board of Public Works approval of the MDA, conveyance agreements and Development Plan. 

Execute MDA and associated agreements with preferred Joint Development Partner.
|2-4 Months
|
* MDOT (ORED, MTA)
* Joint Development Partner
* Board of Public Works (Approval Required)
* FTA (Concurrence Required)

|-
|6
|Detailed Design & Closing
|Completion of detailed design review of the transit infrastructure and private infrastructure to advance construction/delivery of the project. 

Closing, or Phased Closing, of the transaction, as applicable.
|6-12 Months (Developer-driven timeline)
|
* MDOT (ORED, MTA, SHA)
* Joint Development Partner
*Community

|-
|7
|Construction & Operations 
|Joint Development Partner to advance to construction of the project, supported by ongoing community engagement.

Applicable mode to undertake construction inspection, commissioning, close-out, and handover of the infrastructure.
|Project specific timelines
|
* MDOT (ORED, MTA, SHA)
* Local jurisdictions
* Joint Development Partner
* Community 
|}

3. Solicited Joint Development Proposals

:MDOT may issue Joint Development solicitations which will include the information developed as part of MDOT’s TOD Site Strategy planning and due diligence efforts and which will reflect community feedback. MDOT will publish the solicitation on MDOT’s website and will seek to promote it through press releases and social media channels. 

:While conditions may warrant a single-step RFP process, MDOT prefers to utilize the following two-step solicitation process for Joint Development.
# A Request for Qualifications (RFQ), leading to 
# A Request for Proposals (RFP) limited to the qualified entities selected from the RFQ process.

:The solicitation will outline the minimum qualifications and evaluation criteria, which will be required of interested developers. Proposers will be instructed as to the format in which to submit proposals and what minimum information and materials must be submitted in order for the proposal to be considered complete. The solicitation process may include a pre-bid meeting, questions and answers period, and a site visit with interested development entities as well as the local jurisdiction, as deemed appropriate. 

:Following the deadline for submissions, proposals will be evaluated based on Section 5 Proposal Evaluation and Selection Criteria.

4. Unsolicited Joint Development Proposals 

:MDOT is open to receiving, evaluating and advancing solicitations for unsolicited proposals from third parties at any time for Joint Development on State-owned land, in accordance with these policies. 

:If any MDOT facilities intend to be relocated or impacted in any by the proposed development, the proposer must mitigate or accommodate such facilities, including all relevant requirements, as part of their development including covering all expenses for the design and construction of such facilities. All designs for the facilities must be approved by the appropriate mode. The developer will also be required to perform any site planning and due diligence for what would otherwise be completed as part of a TOD Site Strategy to define transit infrastructure requirements and at their own expense. These activities may include, but is not limited to, a site survey, title search, environmental assessments, and site analysis, in addition to the reimbursement of MDOT’s internal fees relating to drafting and producing the requirements, standards, and procedures for the project, and the State’s fees relating to internal cost recovery for design review, construction management, inspection, commissioning, and hangover/acceptance of the infrastructure assets, if applicable. 

:Third parties interested in pursuing a Joint Development project that includes State-owned should submit an electronic proposal as specified in 4.1 below to: TODprogram@mdot.maryland.gov. All requested information must be submitted. Proposers failing to submit all information requested for the Preliminary Assessment may be given an opportunity to submit promptly missing information or may be rejected, in MDOT’s sole discretion. MDOT is open to meeting with third parties in advance to discuss potential unsolicited proposals.

4.1. Unsolicited Joint Development Proposal Assessment

::4.1.1. Concept Proposal

:The Unsolicited Joint Development Proposal Assessment begins with the submittal of a high-level concept proposal to determine technical feasibility, which must include the following information:

::* Project Overview:
::::- Project Information: Station location, facility type, proposed uses, property size, and a high-level development program summary.
::::- Existing Use: Overview of current infrastructure, land use compatibility, zoning compliance, access points, and any discrepancies that may require amendments or variances between plans and zoning requirements. 
::::- Justification: Explanation of how the proposal aligns with MDOT's Joint Development Goals and Objectives (Section 4) and the Joint Development Principles (Section 5). 
::::- Proposed Changes to State-owned Property: Summary of changes to state-owned property, including station, rail, parking, bus facilities, pick-up drop-off facilities, access, road network, pedestrian facilities, bicycle facilities, utilities, and stormwater management facilities.
::::- Impacts Summary: Identification of key impacts to transit operations, maintenance, vehicular traffic, pedestrian flow, safety, customer experience, and lifecycle costs. 
::::- Ownership and Realty Interest: Outline potential ownership structure and any realty interest in State-owned land. 
::::- Maintenance Responsibilities: Identify maintenance responsibilities for public and private improvements. 
::::- Community Benefits: List any community benefits to the jurisdiction or state.
::* Concept Plan: Provide available maps, site plans, and/or drawings of the property and proposed improvements and impacts to existing facilities.

:Once the concept proposal is received and is deemed complete, the submittal will be circulated to internal MDOT stakeholders and will be evaluated based on the proposal’s ability to demonstrate technical feasibility and to determine if there are any technical fatal flaws that must be addressed. If the concept proposal is deemed to be technically feasible, MDOT will provide a response to the proposer and, where appropriate, arrange a meeting with the proposer and relevant internal stakeholders to review any issues or deficiencies identified in the Concept Proposal submission. Depending on the nature and severity of the issues, the proposer may be invited to address them as part of a comprehensive proposal, or the submission may be declined if the issues cannot be reasonably mitigated.

:: 4.1.2. Comprehensive Proposal

::The purpose of this phase is to address the fatal flaws identified in the concept proposal, finalize the technical and operational requirements, and demonstrate the financial feasibility of the project. The comprehensive proposal must include:

::* Technical Feasibility Plan:
::::- Revised Project Overview: Updated to include any changes from the Concept Proposal.
::::- Site Investigation Report: Detailed report on infrastructure, environmental considerations, utility availability and capacity, and traffic/transportation (including access and egress points) to identify constraints affecting the development. 
::::- Station Multi-Modal Demand Analysis: Confirm future ridership to determine transit infrastructure requirements as part of the Joint Development project, if applicable.
::::- Ridership Analysis: Analysis of how the development will increase transit ridership and calculation of increased fare revenue.
::::- Legal and Ownership Considerations: Verification of ownership status of the proposed site and any legal encumbrances that might impact development. Identification of any required easements for utilities, access, or public infrastructure.
::::- Response to MDOT’s Operational Concerns: Address operational impacts identified during the Preliminary Assessment phase, including strategies for maintaining operational continuity during and after construction.
::* Updated Concept Plan: Revised maps, site plans, and drawings addressing MDOT’s feedback.
::* Financial Feasibility and Implementation Plan:
::::- Preliminary Construction Cost Estimates: Estimations for public and private infrastructure improvements. 
::::- Market Analysis & Financial Pro-Forma: Includes land value, local and state fiscal impact analysis, and financial projections. 
::::- Financing Plan: Identify potential funding sources, financial tools, and strategies for closing funding gaps. 
::::- Project Schedule & Phasing: High-level project timeline, including conceptual phasing plan.

:Once the comprehensive proposal is received and is deemed complete, the submittal will be circulated to internal MDOT stakeholders to determine the proposal’s technical and financial feasibility, to ensure that MDOT’s technical and operational concerns have been addressed, and to identify the transit and public infrastructure requirements. Subject to determining that the proposal meets these criteria, MDOT will deem it a viable Joint Development opportunity and will proceed to the next step, issuing a request for alternative proposals to bring the project to market. Depending on the nature and severity of any identified issues, the proposer may be invited to address them as part of the comprehensive proposal review process, or the submission may be declined if the issues cannot be reasonably mitigated. If a proposal is not deemed technically or financially feasible but contributes significant strategic or operationally value, MDOT may, at its discretion, may propose to refine the approach and seek to advance to the next step.

4.2. Request for Alternative Proposals

:If the unsolicited Joint Development proposal is deemed to be technically and financially feasible and has merit, MDOT will create any necessary solicitation materials based on the identified transit and public requirements, and publish a notice and the solicitation package on MDOT’s website notifying the public that the proposal has been received and inviting others to submit competing proposals. The solicitation will outline the minimum qualifications to meet MDOT’s goals, objectives, and requirement and will outline the evaluation criteria, which will be required of interested developers. The deadline for MDOT’s receipt of any competing proposals will be provided in the notice, but in any case, it will be no less than forty-five (45) days from publication of the notice. The deadline will depend on the complexity of the project. The solicitation process may include a pre-bid meeting, a questions and answers period, interviews, and a site visit with interested development entities, as well as with the local jurisdiction, as deemed appropriate.

:The unsolicited proposer will also have the opportunity to submit a proposal as part of the Request for Alternative Proposals.

:Following the deadline for submissions, proposals will be evaluated based on the criteria outlined in Section 5, Proposal Evaluation and Selection Criteria.

5. Proposal Evaluation and Selection Criteria
:Joint Development proposals will be evaluated based on criteria outlined within the Joint Development solicitation. Following a completeness review of all proposals received, submittals will be circulated and reviewed by a selected evaluation panel consisting of MDOT staff and may include other external members at MDOT’s sole discretion. MDOT may discuss the proposals with other stakeholders, including the Federal Transit Administration, partner agencies, and the local jurisdiction. The evaluation panel will review all proposals and recommend a preferred developer for the final decision to be made by the MDOT Chief of Transit Oriented Development.

6. Exclusive Negotiating Period and Development Plan Design

:Following the selection and notice of award to the Joint Development Partner, MDOT and the Joint Development Partner will enter into an Exclusive Negotiating Privilege (ENP) Agreement, which will outline the process and time limits for the developer to advance the design of the Development Plan and for the parties to execute the MDA. The ENP also outlines the developer’s responsibilities relating to conducting due diligence, site planning to advance the design of the Development Plan. The Development Plan is in addition to the Joint Development Partner seeking any local land use and site plan approvals required by the appropriate local jurisdiction. 

:The Development Plan is a comprehensive and master design document that outlines the key elements and requirements of the Joint Development project which will form the basis for compliance throughout detailed design of each phase, as applicable. The Development Plan will be reviewed in accordance with the requirements, standards and specifications outlined within the Joint Development solicitation and the ENP agreement and based on the Development Plan’s ability to achieve the intent of the Joint Development Goals and Objectives outlined in Section 4 and to meet the Joint Development Policies established in Section 5. Development Plans will generally include, but will not be limited to the following deliverables, which will be further outlined within the Joint Development Solicitation and MDA: site plans which includes existing conditions and siting of the transit and public infrastructure improvements, massing plans with building envelopes, subdivision plans, multi-modal transportation and site circulation plans (including road dimensions, sections, and auto-turns), parking management plans, streetscaping and building designs, signage and wayfinding plans, community engagement plan, utility plans, phasing and sequencing plans, stormwater management plans, maintenance of traffic plans, and anticipated financing and sequencing of the infrastructure improvements for the entire joint development site and each of the proposed phases, if applicable.

:The Development Plan will be appended as a schedule to the Master Developer Agreement.

7. MDA and Project Approvals

:MDOT will negotiate a Master Ground Lease (or other instrument of conveyance) and a MDA with the selected developer, which will include as applicable the Form for Phase Ground Lease(s), Purchase Agreement(s), Reciprocal Easement and Operating Agreement(s), Construction Agreement, Parking Lease(s), and other agreements necessary for the delivery of the project, as required. The MDA is a binding agreement between MDOT and the Joint Development partner which outlines the requirements, commercial terms, and value exchange for the project. It will also include provisions relating to assemblage of any necessary financing; execution of design and construction contracts; securing any necessary permits and entitlements; and completing an approved final design. Once the MDA and Development Plan have been finalized, MDOT will seek approval of the MDA from the Board of Public Works and FTA, if applicable.  

:Following BPW approval, the Developer will advance detailed design of the Development Plan for MDOT’s review and approval prior to MDOT providing a Notice to Proceed with construction.

8. Amendments

:The long-term nature of Joint Development projects, changing market conditions, shifts in project feasibility, and the evolving needs of multi-phased developments may necessitate adjustments or amendments to the executed agreement(s). In these instances, MDOT may, at its sole discretion, consider proposed amendments from developers for Joint Development projects that have an executed ground lease in place. Any such proposal to amend existing agreements must be formally submitted to MDOT for review and must include sufficient information to allow for a thorough evaluation. The developer must provide a detailed written amendment proposal that includes: 
::*A clear justification for the proposed modification;
::*A financial analysis demonstrating the impact of the proposed change, including projected costs, benefits, and any revenue implications for MDOT;
::*A description of the proposed improvements or modifications, including scope, estimated costs, and expected benefits;
::*Supporting documentation such as market studies, engineering assessments, or other relevant analyses; and 
::*A timeline for implementation and completion of the proposed changes.

:MDOT will evaluate the developer’s amendment proposal to amend an executed agreement based on its consistency with the original and current Joint Development goals and objectives, financial and operational impacts on MDOT and transit services, potential public benefit and alignment with existing agreements, principles, regulatory compliance, and legal considerations, among other factors.

:MDOT reserves the right at its sole discretion to approve, reject, or request modifications to the proposal to amend an existing agreement. If the proposal to amend an existing agreement is deemed viable, MDOT may require further negotiations or amendments before granting final approval, which may require BPW approval. 

9. MDOT’s Reserved Rights

:MDOT reserves the right, without limitation, in its sole and unfettered discretion to the following:

::*Reject any and all proposals at any time.
::*To charge an application fee for the processing and review of Unsolicited Joint Development Proposals and will be determined based on the review of the Concept Plan proposal which will depend on the proposal’s scope and complexity.
::*Suspend, discontinue and/or terminate agreement negotiations with any respondent or selected Developer at any time prior to the actual authorized execution of such agreement by all parties.
::*Negotiate with a proposer without being bound by any provision in its proposal.
::*Request or obtain additional information about any proposals or solicitation submissions.
::*Issue addenda to and/or cancel any solicitation.
::*Revise, supplement, or withdraw all or any part of these policies.
::*Request revisions to conceptual or detailed proposals.

:Under no circumstances shall MDOT be liable for, or reimburse, the costs incurred by proposers, whether or not selected for negotiations, in developing proposals or in negotiating agreements. Any and all information MDOT makes available to proposers shall be as a convenience to the proposer and without representation or warranty of any kind. Proposers may not rely upon any oral responses to inquiries.

==Additional Authorized Documents==
MDOT 657.1 Joint Development Principles

MDOT 657.2 Joint Development Roles and Responsibilities