Keep the team.
Get the terms right.
The Register: 46 public requirements for an affordable, enforceable arena bargain.
The tests before approval
- A defined, independently costed project and affordable maximum public exposure.
- Committed private obligations owed by identified, financially capable entities.
- A direct, continuous franchise commitment and workable remedies.
- Preserved public title, lawful authority and independently usable financial records.
- Funded maintenance, tenant continuity and enforceable labor/community outcomes.
- Complete material documents and a public explanation of every significant concession.
What the statute settles, and what it leaves to the contract
The bonds wait for the lease
The State Treasurer “may not issue any debt instruments for purposes related to the Moda Center,” and no Rose Quarter tax transfers may move, until five conditions are met: the ownership change is final and NBA-approved; the State and City have formed the joint authority; that authority has executed agreements with a management entity that satisfy §6; it has approved the project scope, schedule and budget; and DAS has determined that the City and County “have made binding and substantial commitments to finance construction, renovation, maintenance and deferred maintenance of the Moda Center and related debt service.” The statute names no signing date. December is the City’s year-end target and the window DAS wants for a spring 2027 bond sale, so the calendar pressure runs toward whoever needs the bonds to issue on that timetable; the bonds cannot issue until the City has signed a lease it is satisfied with.
Floors, not a deal
The remedies in §6(1)(d) apply “at a minimum,” and §6(2)(b) says nothing in the comparables review “requires the inclusion or exclusion of any particular term.” The State’s own share is a declared intention: “The State of Oregon and the Legislative Assembly do not have a legal obligation to deposit moneys in the fund… The Legislative Assembly declares its current intention to issue debt instruments sufficient to yield $365,000,000 in net proceeds.” Everything above the floor, and every local commitment, is Council’s to write.
We read the enrolled bill end to end. It contains none of the following, so each is a question the December documents must answer, not one the statute has settled.
| Not in SB 1501 | What the bill does say | Where it must be written |
|---|---|---|
| Rent | Nothing. The bill’s only money terms are the fund’s permitted uses (§3(3)). | Requirement 15 |
| Revenue sharing or naming rights | Nothing. | Requirements 16, 18 |
| A private-capital requirement | Nothing. The management entity’s only required commitment is a 20-year lease (§6(1)(a)). | Requirement 09 |
| A PILOT or tax treatment | Nothing. | Requirement 21 |
| Community benefits or affordable housing | Nothing. | Requirements 37, 39 |
| Audit rights against the operator | Only the quarterly reporting provision in §7, which §8 repeals on January 2, 2032; permanent audit rights must be contractual. | Requirements 40, 41 |
| A competitive process | Nothing. The State must retain an arena-negotiations professional to review comparables (§6(2)(a)); that is a review, not a market test. | Requirements 05, 11, 20 |
| An obligation on the team or its owner | The 20-year commitment binds only “the management entity” (§6(1)(a)); the franchise appears only as a condition that its sale be final and NBA-approved (§5(1)). | Requirements 27, 29 |
| A named overrun payer | The joint authority “is not required to pay for any cost overruns,” except for modifications it requests after final approval (§6(1)(c)). Who does pay is left to the contract. | Requirement 12 |
| A signing deadline | No date. The first tax determinations run from September 1, 2027 (§4(1)); the reporting section sunsets in 2032. | Requirements 45, 46 |
| A cap on the local commitment it does require | §5(5) requires “binding and substantial commitments” from the City and County covering construction, renovation, maintenance, deferred maintenance and debt service, with no ceiling. | Requirements 08, 25 |
Sources: Enrolled SB 1501 · Enrolled SB 5701 · Contract baseline: the clocks
The Register
Open a requirement for the detail. Required identifies a public outcome; Price an exchange to value; Verify evidence needed before acceptance. These are recommendations—not a claim that the current proposal delivers them.
Showing all 46 requirements across 8 chapters.
Browse the chapters
01The public bargain
01Set the public objective and fiscal envelopeRequired public outcome
Approve a maximum public exposure by government, year and purpose. Explain the public services and benefits being purchased, annual affordability and downside debt exposure. An available State funding ceiling is not a reason to enlarge the project.
02Reconcile the governments' bargainRequired public outcome
Resolve the City and County’s different funding assumptions before promising the private parties one package. Match every City-to-County obligation with a collectible private obligation or an explicitly approved public risk.
03Give the City an independent team and an actual mandateRequired public outcome
Give independent finance, construction, engineering, real-estate and legal advisers a clear mandate. Disclose conflicts, reserve major concessions for public approval, and fund contract administration after signing.
04Establish the operative legal baselineVerify evidence
Use executed agreements, amendments, consents, releases and buyer assumptions. Identify existing rights and show redlines against operative text. Council approval exhibits are useful sources but are not necessarily signed counterparts.
05Price and maintain credible alternativesRequired public outcome
Price continued bridge operation, a smaller or phased renovation, alternative management and operation without the NBA. Include protected tenants, lender rights and transition costs. Distinguish choices the City controls from decisions requiring someone else’s consent.
06Obtain a complete operating model and data baselineVerify evidence
Obtain venue-specific financials, event data, affiliate allocations and forecasts. Separate venue income from franchise appreciation and national media revenue. Count overlapping benefits once and publish independently verified aggregate findings.
02Scope & construction
07Define and independently cost the renovationRequired public outcome
Attach a complete independently costed scope, schedule and acceptance standards. Separate current obligations, lifecycle renewal, commercial enhancements and public requirements. Explain differences from the facility assessment (workbook; study explained); it is not the transformation budget.
08Establish hard public contribution limitsRequired public outcome
Set hard public limits covering capital, continuing support and identified ancillary costs. Preserve actual-receipt conditions. No later maintenance label, fee credit, change order or side agreement should silently recreate an unlimited public commitment.
09Require genuine new private capitalPrice the exchange
Require a defined amount of genuinely new private capital and committed funds. Exclude already owed repairs, public reimbursements and contingent guarantees. Private money should reduce the public requirement for a fixed project, not automatically enlarge the budget.
10Make the financing legally workable and economically transparentRequired public outcome
Disclose legal borrowing authority, pledges, taxable or tax-exempt treatment and worst-case repayment. If bonds expose the General Fund, approve that legal risk explicitly. State funding intentions are different from debt already issued on State credit.
11Procure and control construction deliveryRequired public outcome
Use a justified procurement route, transparent affiliate fees and independently reviewable costs. Obtain contractor security, warranties and direct information rights. A contractor price ceiling does not replace a solvent party’s completion obligation.
12Allocate every overrun and change-order categoryRequired public outcome
Allocate inflation, design errors, field conditions, permits, contractor failure and requested changes. Public exceptions must be specific, priced and bounded. Require authorized change orders and continued undisputed work during technical disputes.
13Control draws, ownership, liens and savingsRequired public outcome
Certify eligible work and remaining cost to complete before releasing funds. Protect title, liens, equipment and warranties; prevent duplicate reimbursement. Require a private top-up when remaining committed funds cannot finish the approved scope.
14Align construction, occupancy, rent, team commitment and debt datesRequired public outcome
Align bridge expiry, construction, occupancy, rent, nonrelocation, debt maturity and surrender. Prevent owner-caused delay from postponing payments indefinitely. Provide continuous commitments during renovation and clearly priced emergency exceptions.
03Cash & commercial rights
15Charge dependable rent for the rights grantedPrice the exchange
Price dependable rent with explicit commencement, escalation, recipients and security. Preserve the value of the adopted $3.17 million proposal unless a disclosed exchange improves the package. Count credits once and distinguish rent from other duties.
16Obtain an auditable share of commercial valuePrice the exchange
Define an auditable commercial participation base, normalized baseline and treatment of affiliates, bundles, barter and prepayments. Compare participation with dependable rent and private capital. Inventory vendor-funded assets, exclusivities and necessary successor data access.
17Modernize admission fees without hiding fan incidencePrice the exchange
Define admission value in premium bundles and licenses, collection priority, settlements and anti-avoidance. Decide openly whether to broaden a charge. A team-remitted ticket fee may still be paid economically by fans.
18Price naming, sponsorship and intellectual-property rightsPrice the exchange
Price actual arena naming and sponsorship rights, existing license tails and prepaid receipts. The current 50% Project provision is for trademark royalties; another provision restricts sale of Project naming rights. New rights need express authorization.
19Renegotiate parking as a complete service and cash-flow bargainPrice the exchange
Preserve City rate approval, public-garage records and direct drive-up receipts; obtain equivalent arena-garage verification. The 25% administrative fee applies to defined invoiced non-event parking, not all parking revenue. Model costs, redevelopment and transport policy together.
20Give the Coliseum a separately justified operating bargainPrice the exchange
Price the Coliseum operatorship separately, with a justified competitive or exempt procurement route. Address the existing Moda booking preference, shared services, advertising exclusions, reserves, loss recoupment and offsets against City receipts.
21Negotiate a defensible PILOT and tax treatmentPrice the exchange
Negotiate a substantial PILOT with specified beneficiaries and start date. Compare it with an independently calculated parcel-level tax model, including assessment rules and exemptions. Construction cost multiplied by a levy rate is not an actual tax bill.
22Preserve lawful taxing, regulatory and public-service powersRequired public outcome
Preserve lawful taxing, regulatory, disclosure and public-service powers. Remove or tightly price targeted-tax reimbursement duties. Deleting a contractual restriction does not itself grant taxing authority or enact a surcharge.
23Specify every receipt's destination, priority and permissible creditRequired public outcome
Trace every receipt through expenses, credits, debt, reserves and final beneficiaries. Identify County, school and statutory allocations. Do not count restricted arena money again as unrestricted City service revenue.
04Maintenance & reserves
24Preserve and price the first-class claimRequired public outcome
Preserve and independently value maintenance claims before releasing them. Apply equivalent-age standards, timing, releases and remedies. Neither our former $164 million analytical classification nor a $120 million demand is established debt. Inspect the workbook and the classification correction.
25Replace vague maintenance promises with a funded lifecycle allocationRequired public outcome
Assign preventive maintenance, repairs, renewals and future standards to a payer. Require an asset register and independent condition reviews. Public capital availability must not excuse operator obligations or promise every future commercial enhancement.
26Fund reserves and verify end-of-term condition earlyRequired public outcome
Fund reserves from a lifecycle model and test condition years before expiry. Require correction funding and security that survives completion. Specify reserve ownership and prevent a large unfunded replacement cycle being handed back to the City.
05Franchise & security
27Bind the actual franchise, operator and supporting entitiesRequired public outcome
Identify the franchise, operator and support entities beside each duty. Verify the buyer’s assumption chain and actual financial capacity. The existing narrow TBI contribution backstop is not a general personal or parent guarantee.
28Calibrate accessible security to actual exposureRequired public outcome
Size cash, guarantees, completion support and letters of credit to actual exposure. Set draw, renewal and replenishment rules. Security has a cost even when an owner plans to comply; require enough usable protection without adding mutually exclusive losses.
29Obtain a direct and continuous franchise commitmentRequired public outcome
Bind the actual franchise continuously, including after specified operator defaults. Define permitted temporary sites, home games, notice, compensation and return. Identify City closure or tenancy elections that could inadvertently end the stay covenant.
30Resolve league-rule priority and league consentsRequired public outcome
Obtain needed NBA acknowledgments and allocate league-rule consequences. Preserve and improve the existing binding equitable-adjustment mechanism. A City contract alone cannot bind the league or erase legitimate scheduling and labor requirements.
31Make transfers, refinancing and lender intervention preserve the bargainRequired public outcome
Distinguish franchise sales, lease assignments, control changes and foreclosures. Require assumption, credit qualification and replacement security. Preserve public title and reasonable lender cure rights without guaranteeing acquisition debt.
32Design proportionate defaults and a workable takeoverRequired public outcome
Use proportionate defaults, cure periods and step-in rights with an actual operating plan. The protected team tenancy’s 110% of variable game costs does not cover every fixed arena cost. Do not promise unlimited City operation at a loss.
33Allocate casualty, condemnation and force-majeure consequencesRequired public outcome
Price insurance, deductibles, earthquake and flood risks, restoration deadlines and uninsured shortfalls. Address the existing major-casualty termination route, temporary venues, condemnation, debt and cleanup. Weak demand is not force majeure.
06Land & district rights
34Separate district development from the arena subsidyRequired public outcome
Implement the September 3 AVT negotiating direction through parcel-specific agreements. Resolve existing rights, title and financing. Do not grant a new team development exclusive merely to close the arena deal.
35Price land, infrastructure and the Entertainment Complex togetherPrice the exchange
Value land, infrastructure, parking displacement and Entertainment Complex rights together. Use milestones and remedies. The deleted market-rent reset must be weighed against shortened tenant options and earlier public reversion.
36Preserve alternatives without gratuitously surrendering reciprocal protectionsRequired public outcome
Review both sides of the mutual noncompetition covenant, its actual venue scope and its expiration. Preserve useful public alternatives without giving away reciprocal rights for nothing. It is not a blanket ban on rebidding existing management.
07Tenants & public benefits
37Make labor and community commitments part of the purchased public purposeRequired public outcome
Make wages, benefits, lawful labor commitments, contracting and community obligations measurable and enforceable. Name the payer, beneficiary and remedy. A labor-peace label or a maximum potential donation is not delivery.
38Protect the Fire, Winterhawks and other users in actual agreementsRequired public outcome
Give the Fire, Winterhawks and other users workable dates, facilities, charges, transition compensation and return rights in actual agreements. Obtain league/site approvals and resolve conflicting calendar and sponsorship promises.
39Define the public's everyday access and neighborhood protectionsRequired public outcome
Specify affordable access, community dates, accessibility, public-space use and neighborhood protections. Assign construction, transport, public-safety and operating costs. Set funded, measurable environmental targets and continuing verification.
08Oversight & closing
40Replace the confidentiality architecture coherentlyRequired public outcome
Amend the NDA, lease and audit clauses together, including duties for previously disclosed information. Remove coded meeting labels and blanket withholding promises. Preserve lawful privacy, trade secrets and privilege through specific review; the law controls disclosure.
41Make oversight permanent, independent and fundedRequired public outcome
Fund permanent independent audits, condition assessments and public compliance reports. Include relevant affiliates and usable copies. Contractual reporting must continue beyond the statute’s 2032 reporting sunset.
42Define Joint Authority powers and reserve major decisionsRequired public outcome
Define Joint Authority membership, powers, voting, conflicts and dissolution. Reserve major scope changes, added public exposure, releases, security reductions and property dispositions for appropriate public approval.
43Make remedies collectible and proportionate while preserving public liability limitsRequired public outcome
Preserve statutory remedy floors, reasonable departure damages and judicial remedies, with recoveries credited once. Keep public fee priority and liability limits. A damages remedy should not silently become a purchased option to relocate.
44Price renewals and plan eventual separationPrice the exchange
Price extensions and plan separation, including contracts, software, bookings, prepaid rights and reserves. Longer leases can prolong State tax capture: debt retirement alone does not end the statutory transfer period.
45Require meaningful public review of the final bargainRequired public outcome
Publish the complete material bargain, redlines, fiscal analysis and deviations with meaningful time before approval. A proposed 30-day contract review and 14-day financial report rule requires adoption; it is not an existing universal deadline.
46Close a complete, funded and internally consistent packageRequired public outcome
Distinguish signing, effectiveness, financing, construction authorization and disbursement. Satisfy statutory prerequisites in the right order. Require funded scope, necessary consents, private support, insurance and tenant/community arrangements before the relevant commitments become effective.
No requirements match. Try a different word or clear the search.
What the final documents must show
A public compliance schedule should identify each requirement’s baseline, agreed language, responsible obligor, due date, evidence, remedy and waiver authority. Distinguish proposed, agreed in principle, signed, funded and independently verified. Publish the complete material suite and changes against operative agreements; a recital that a lease is not a novation does not by itself preserve every claim.
The local commitments required by SB 1501 must be legally sufficient before State issuance. Coordinate effectiveness, escrow and construction disbursement conditions so the closing is protected without a circular requirement that bonds exist before their statutory prerequisites.
What December must contain
The term sheet Council adopted on August 12 is, in its own words, “a non-binding summary of principal high-level terms,” and the Definitive Agreements “will supersede this Term Sheet.” The binding documents are due by December 31, with a Council vote targeted for December 17. Nine things the package must show, each mapped to the requirement that prices it:
- Nothing erased. The City’s first-class rights under Lease §§5.4 and 10.2 survive or are expressly priced. The sheet treats the City’s Bridge Agreement rights as rights of the Joint Authority in the interim; the releases, waivers and integration clause must be read against any no-novation recital, and the maintenance claim stays unvalued until the legal and engineering matrix exists. Requirement 24
- A private construction minimum. Ownership’s construction contribution is $0 in the adopted framework. Write a defined amount of genuinely new private capital and committed funds, excluding owed repairs and public reimbursements. Private shares in the State’s comparables run from zero to fully private, so the number is a negotiation, not a formula. Requirement 09
- Rent, finished. $3.17 million a year is on paper as a proposal, escalated by CPI-W or 3%, whichever is less, over a Term that starts at substantial completion. December decides what it is worth: the commencement date, the recipient, a floor under the escalator and no credit against other obligations. Requirement 15
- The maintenance waterfall. The sheet has Rip City keep and maintain the Arena “at its cost and expense” while Exhibit D makes up to $275 million of City receipts available for capital projects. The documents must say the operator’s obligations are paid first and public capital never backfills them. Requirements 25 and 08
- A revenue share. An auditable public share of the premium-seating, naming and parking money the renovation creates, never credited against required private investment. Requirements 16, 18 and 19
- A PILOT that is a tax model. The proposed $3 million Property Tax Offset Payment, growing 5% and split among the County, City and Portland Public Schools, needs a start date, named beneficiaries and a comparison against an independently calculated parcel-level tax model. Requirement 21
- The Coliseum priced and voted separately. The sheet has Rip City “continue to operate the VMC under the current terms, for the duration of the Term,” a further operatorship of twenty years or more with no separate bid or valuation published. Requirement 20
- Sunshine before signature. The complete documents public with meaningful time before the vote (the proposed 30-day contract review and 14-day financial report rule still requires adoption), a public exceptions memo listing every departure from the term sheet, and the §6(2)(a) comparables review in the record. Requirement 45
- The blank exhibit closed. Exhibit A to the adopted sheet still reads “NTD: Estimated Renovation Budget to be attached.” The itemization behind the $573 million, attached and independently reconciled before signature. Requirements 07 and 13
The documents the package must include
The sheet’s own footnote lists the anticipated Definitive Agreements: “an Arena Lease, Club Guaranty Agreement(s), Project Development Agreement, Exclusive Site Agreement[s], Amendment to Entertainment Complex Ground Lease, Amendment to Coliseum Operating Agreement, Community Benefits Agreement(s), Site Coordination Agreement, Amendment to Declaration of CC&Rs, Amended and Restated Public Parking Agreement, and Club Sublease Agreement(s).” Most amend or replace a 2024 instrument, so each needs a redline against the operative text it changes:
Sources: Enrolled SB 1501 · August 12 City term sheet · County Resolution 2026-050
Why an independent-counsel review comes first
The 2024 approval exhibits carry unresolved comments and internal contradictions. Requirement 04 asks for operative text and redlines against it; these are the reasons. Whether each item survived into the executed counterparts is exactly what an independent review should confirm before amended and restated documents are drafted on top of them.
| Finding | Where | Why it matters |
|---|---|---|
| The completion term is “twenty (24) months” | Arena Operating Lease §2.3.1: the “Completion Term” is “a period of time not exceeding twenty (24) months.” | The length of the post-term completion period is ambiguous in the text the new lease will amend and restate. Requirement 14 |
| An attorney’s comment left in the signed text | The Personal Property definition ends “[Under review by RCM to confirm comment re: personal property tax.]” | A bracketed open item inside a definition that decides what the tenant owns and what is taxed. Requirement 04 |
| Who pays to rebuild after a casualty | §7.1.3 makes the Tenant “responsible to pay for such shortfall” when insurance falls short; §7.2 says the Restoration “shall be affected at Landlord’s cost and expense.” | The two clauses need reconciling with the casualty allocation the Register requires. Requirement 33 |
| Two due dates for the $1 rent | §3.1: “payable on or before the first day of each Lease Year”; §3.4: “annually on or before October 12th of each Lease Year.” | Small in money, telling about the drafting state; the new rent clause needs one commencement rule. Requirement 15 |
| A $100,000,000 deed of trust on the title | Exhibit G, Title Encumbrances, item 40: recorded December 12, 2007; Trustor Trail Blazers Inc.; Beneficiary JPMorgan Chase Bank, N.A.; modified as recently as June 9, 2023. | A recorded lender lien must be released or subordinated at closing, with lender cure rights defined and no guarantee of acquisition debt. Requirement 31 |
The Coliseum is already a permitted home site
The signed agreement gives TBI the right “To play an unlimited number of Regular Season and Playoff Games constituting Home Games at Memorial Coliseum,” and §1.3 bars relocation “except to the Arena or to Memorial Coliseum” without City consent; the adopted sheet keeps the Arena-or-VMC formulation. A renovation closure does not by itself leave the team without a home venue. Whether the Coliseum meets NBA requirements for an extended stay is a practical question for Requirement 29, not a reason to shorten review.
A conformed baseline before any amendment
A published redline of every amended and restated document against the executed counterparts, a list of every unresolved bracket and open comment, the assumption instruments from the franchise sale, and a title update showing the deed of trust’s status. Council approval exhibits are not necessarily signed counterparts; the review closes that gap. Requirement 04
Sources: Arena Operating Lease approval exhibit · Exclusive Site Agreement approval exhibit · August 12 City term sheet
What changed after rereading the contracts
The Register now contains 46 requirements, organized around a complete public bargain. We removed unsupported package-value floors, treated disputed maintenance liability as unvalued, corrected parking and naming-rights descriptions, and separated nonbinding proposals from delivered protection. Existing rights, construction risk, revenue collection, other tenants and eventual exit all belong in the same negotiation.
The public standard sets outcomes. Exact prices and combinations require evidence and negotiation. A proposed payment is not legally required merely because another arena obtained it; adequate security is valuable and also has a cost.
On September 28, 2026 we added what SB 1501 leaves to the contract, the December document list and the independent-counsel drafting findings from the 2024 exhibits. No figure or status in the Register changed.
Read the corrections and the contract provisions behind them →
Read the source documents
2024 public testimony · City bridge summary
The 2024 PDFs below are Council approval exhibits. They are not all executed counterparts, and some contain blanks. This review checked the main lease and Exclusive Site Agreement against signed September 2024 counterparts and district agreements against executed versions where available. Historical base agreements, subsequent amendments and buyer consents remain necessary for operative drafting.
Sources: Ordinance 191857 · Arena Operating Lease approval exhibit · Exclusive Site Agreement approval exhibit · Development Agreement approval exhibit · Parking Agreement approval exhibit · Entertainment Complex amendment · Coliseum amendment · CC&R amendment
Sources: August 12 City term sheet · County Resolution 2026-050 · Enrolled SB 1501 · Enrolled SB 5701 · City CFO financing memo · September 3 Resolution 37751 · State PFM comparables review
How these numbers fit together
Verified describes what a source says, not that a proposed obligation is signed or funded. The reconciled ledger and sources →