Maguire/Thomas Partners Fifth & Grand, Ltd., Maguire/Thomas Partners Grand Place Tower, Ltd., Tax Matters Partner - Page 10

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          building site).6  Attachments to the OPA included: (1) A draft              
          MTP designated building site application, and (2) drafts of the             
          variations that the City, CRA, and MTP expected CRA to issue to             
          MTP with respect to the planned Library Tower and Grand Place               
          Tower buildings.  MTP’s obligations under the OPA were also                 
          conditioned on CRA’s showing that the variations for the Library            
          Tower and Grand Place Tower buildings had been approved and were            
          in effect.                                                                  
               The OPA provided for development of the Library Square                 
          project in three phases.  Phase I covered the development of the            
          Library Tower building.  Phase II covered the development of an             
          underground parking garage and a garden plaza on the Garage Plaza           
          parcel.  Phase III covered MTP’s option to develop the Grand                
          Place Tower building on the Grand Place Tower parcel.                       
               During Phase I, CRA conveyed to MTP the Garage Plaza parcel            
          and other land (including part of the Library Tower parcel), all            
          of which CRA had obtained from the City pursuant to the                     
          Cooperation Agreement.  CRA transferred the Garage Plaza parcel             
          subject to a permanent easement retained by the City to maintain            
          a garden plaza on the parcel.  MTP paid $33,192,567 to CRA to               
          acquire development rights and land in connection with Phases I             
          and II.  MTP paid $17,700,000 to CRA to acquire development                 


               6 We discuss Ordinance No. 159802 at Findings of Fact par.             
          B-3, below pp. 12-14.                                                       




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