The tripodal ligand tris[(3-hydroxy-1-methyl-2-oxo-l,2-didehydropyridine-4-carboxamido)ethyl]amin e (TREN-Me-3,2-HOPO) forms a stable Gd 3+ complex that is a promising candidate as a magnetic resonance imaging (MRI) contrast agent. However, its low water solubility prevents detailed magnetic characterization and practical applicability. Presented here are a series of novel mixed ligand systems that are based on the TREN-Me-3,2-HOPO platform. These new ligands possess two hydroxypyridinone (HOPO) chelators and one other chelator, the latter of which can be easily functionalized. The ligands described use salicylamide, 2-hydroxyisophthalamide, 2,3-dihydroxyterephthalamide, and bis(acetate) as the derivatizable chelators. The solution thermodynamics and relaxivity properties of these new systems are presented. Three of the four complexes (salicylamide-, 2-hydroxyisophthalamide-, and 2,3-dihydroxyterephthalamide-based ligands) possess sufficient thermodynamic stability for in vivo applications. The relaxivities of the three corresponding Gd 3+ complexes range from 7.2 to 8.8 mM -1 s -1 at 20 MHz, 25 °C, and pH 8.5, significantly higher than the values for the clinically employed polyaminocarboxylate complexes (3.5-4.8 mM -1 s -1). The high relaxivities of these complexes are consistent with their faster rates of water exchange (700), and greater numbers of inner-sphere coordinated water molecules (q = 2) relative to those of polyaminocarboxylate complexes. A mechanism for the rapid rates of water exchange is proposed involving a low energy barrier between the 8- and 9-coordinate geometries for lanthanide complexes of HOPO-based ligands. The pathway is supported by the crystal structure of La[TREN-Me-3,2-HOPO] (triclinic P1̄: Z = 4, a = 15.6963(2) Å, b = 16.9978(1) Å, c = 17.1578(2) Å, α = 61.981(1)°, β = 75.680(1)°, γ = 71.600(1)°), which shows both 8- and 9-coordinate metal centers in the asymmetric unit, demonstrating that these structures are very close in energy. These properties make heteropodate Gd 3+ complexes promising candidates for use in macromolecular contrast media, particularly at higher magnetic field strengths.