Maguire/Thomas Partners Fifth & Grand, Ltd., Maguire/Thomas Partners Grand Place Tower, Ltd., Tax Matters Partner - Page 4

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          Tower, a 73-story office building in Los Angeles.  Fifth & Grand            
          operates Grand Place Tower, a 55-story office building in Los               
          Angeles.                                                                    
          B.   The Community Redevelopment Agency, Rehabilitation of the              
               Central Library, and the Library Square Development Project            
               1.   The Community Redevelopment Agency                                
               CRA is an independent administrative agency formed under the           
          Community Redevelopment Law, Cal. Health & Safety Code secs.                
          33000-33800 (West 1999 & Supp. 2000), to implement redevelopment            
          plans in the City of Los Angeles (the City).  CRA is not a                  
          division or department of the City.  Cal. Health & Safety Code              
          sec. 33122 (West 1999).  CRA is subject to local zoning laws.               
          Cal. Govt. Code sec. 53091 (West 1997 & Supp. 2004).                        
               2.   Bunker Hill Redevelopment Plan and Central Business               
                    District Redevelopment Plan                                       
               The property involved in these cases was subject to the                
          Bunker Hill Redevelopment Plan (BH Plan) and the Central Business           
          District Redevelopment Plan (CBD Plan).  The City enacted                   
          ordinances in 1970 and 1975 approving the BH Plan and the CBD               
          Plan.                                                                       
               3.   Library Square Development Project                                
               The City’s Cultural Heritage Board designated the Los                  
          Angeles Central Library (Central Library) as an historical                  
          building in 1967.  In 1981, the City gave to CRA the task of                
          rehabilitating the Central Library at no cost to the City.                  






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