Maguire/Thomas Partners Fifth & Grand, Ltd., Maguire/Thomas Partners Grand Place Tower, Ltd., Tax Matters Partner - Page 9

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               The City and CRA wanted MTP to build the Library Tower and             
          Grand Place Tower because these buildings would enhance the value           
          of the Library Square project, thereby increasing the fee that              
          CRA could charge MTP for the Garage Tower parcel land and the               
          Central Library parcel density rights.  CRA would use that higher           
          fee to finance the rehabilitation of the Central Library.                   
          D.   The Ownership Participation Agreement, the Cooperation                 
               Agreement, the MTP Designated Building Site, and the Library           
               Tower and Grand Place Tower Variations                                 
               The City, CRA, and MTP reached two principal agreements                
          relating to the Library Square project in 1985:  (1) The Owner              
          Participation Agreement (OPA) between CRA and MTP, and (2) the              
          Cooperation Agreement between the City and CRA (the Cooperation             
          Agreement).  The final Cooperation Agreement was virtually                  
          identical to the draft cooperation agreement attached to the OPA.           
               1.   The Ownership Participation Agreement                             
               Library Tower and Grand Place Tower were developed under the           
          OPA reached by MTP and CRA on July 9, 1985.5                                
               MTP’s obligations under the OPA were conditioned on                    
          designation of the Library Square tract as a designated building            
          site pursuant to Ordinance No. 159802 (the MTP designated                   


               5 Library Square and Fifth & Grand are successors in                   
          interest to the rights and obligations of MTP under the OPA.                
          Robert F. Maguire III (Maguire) and James A. Thomas (Thomas) were           
          the principals of MTP, and they controlled Library Square and               
          Fifth & Grand.                                                              




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