On July 17 the City’s negotiating team put the first Moda Center term sheet on paper — read the document itself, posted in the City’s public records. This page scores that draft against the fair-deal standard published here on June 25 — term by term, in three panels: the deal on paper before July 16 → what the City’s draft now includes → what must appear by signing. The diff is between two documents, not between people.
Several terms in the City’s draft match — sometimes nearly clause for clause — terms this site published on June 25, three weeks before the draft. We time-stamp that convergence for one reason, and it isn’t a victory lap. It’s calibration. When this standard was first published, the most common response was that it was unrealistic — that no deal like this gets those terms. Half of the standard is now in the City of Portland’s own draft, put on paper by the City’s negotiating team, who deserve real credit for drafting it while their counterparty was, in a councilor’s words, answering direct questions with “zero.” So when you read the half that remains — rent, private capital, a naming share, the preserved repair claim — read it knowing the source has been tested against reality once already. The delivered column is the evidence for the remaining column. That’s the whole point of showing the dates.
Four quote pairs. Our published language above, the draft’s language below. The timestamps do the talking: the standard, published June 25, 2026 (archived) · the City’s draft term sheet, dated July 17, 2026 (the document, via portland.gov).
The fifteen terms of the published standard, each read against the July 17 draft. The BEFORE column describes the deal on paper — never the people negotiating it.
| # | Term | Before July 16 — the deal on paper | In the City’s draft (7/17) | Must appear by signing | Status |
|---|---|---|---|---|---|
| 00 | The condition precedent | Public commitments moved with no conditions attached | Funding level “subject to review of the plans, specifications, budget, and scope”; a City walk-away right if the operator can’t show a viable financing plan | City money expressly conditioned on actual bond issuance (the state’s $365M is a declared intention, SB 1501 §3(4)) | 🟡 Partial |
| 01 | Price the alternative | No benchmark study published, no market test, sole-source by choice | The state’s PFM comparables summary surfaced July 9 — funding splits and governance boards for six NBA peers. Deal terms — rent, relocation, revenue shares — are not reviewed, and the draft term sheet doesn’t cite it | The §6(2)(a) terms review — by “a professional with expertise in arena negotiations” — published before the vote; the market test run | 🟡 Partial |
| 02 | More per ticket, not less | Five fee carve-outs shrink the public’s 6% on exactly the seats the renovation adds | “A 6% User Fee… will continue” — carve-outs untouched; no participation; fee revenue committed back to arena capital (Exhibit D) | Premium seats fee’d at the price paid; 18% participation above an audited baseline; returns paid to the City, not recycled | ⭕ Open |
| 03 | Share the naming rights | 100% of arena naming to the operator, no City approval | Naming subject to City approval and content limits; naming deals are “Material Agreements” the City may assume on specified events — architecture, not revenue | The renovation re-rate captured above the ~$4M baseline; the lease-end reversion priced, not granted at $0 | ⭕ Open |
| 04 | Fix the parking deal | City pays garage costs; operator keeps a 25% fee + Arena Garage event revenue; books closed to copies | “The City retains parking revenues from Public Parking Facilities” — the status quo restated; an Amended & Restated Parking Agreement is listed, terms unwritten | The 25% administration fee ends; a City share of event parking; audit with copies | ⭕ Open |
| 05 | A payment in lieu of taxes | $0 — the building is tax-exempt; no PILOT existed anywhere in the deal | “$3,000,000 per year… escalated by 5% annually,” shared City / County / Portland Public Schools (~$99M over 20 years) | A greatest-of-three covenant: the certified pre-exemption floor ($1.2–1.5M, CPI) · the county’s ORS 308.153 formula on the renovation ($5.1–9.4M/yr minimum) · appraised full equivalency (low-to-mid teens). Methodology | 🟡 Partial |
| 06 | A real General-Fund return | $1/year rent | No rent line appears in the document; the draft’s Exhibit D commits the City’s user-fee and parking receipts back to arena capital (~$275M/20yrs) | A rent schedule — $4.5M/yr escalating 3% is this ownership’s own Raleigh signature (~$121M) — payable to the City directly | ⭕ Open |
| 07 | The development upside | 3-year operator exclusive; a veto on City land sales; the City’s share undefined if the operator self-develops | Not addressed — Albina Vision Trust and the 1803 Fund are named as community-benefits partners; the development architecture itself is absent | The Raleigh architecture: milestones, 6% ground rent, the tax rolls, 10% affordable housing, §12.5 lifted | ⭕ Open |
| 08 | Caps, clawbacks, overruns | Overruns assigned to no one; relocation remedies at the statutory floor, operator-only | The payer is named: all costs beyond the Public Funding Contribution, overruns, gaps, and operating losses are Rip City’s; specific performance + liquidated damages + clawback, with the State and County as beneficiaries; an anti-value-engineering clause | An owner-level GMP; “authority-requested” defined narrowly; a public-majority savings split; Exhibit A reconciled to the City’s own VSG study; formula-pegged damages | ✅ Delivered |
| 09 | Delete the surcharge ban | Lease §3.3 makes the City reimburse any City ticket tax dollar-for-dollar | Not addressed — carries into the “amended and restated” lease by default unless deleted | §3.3 deleted; the DA §28.2.4 definition conformed | ⏳ A&R lease |
| 10 | The first-class claim | A preserved, tolled claim, ~$164M face, “fully applicable upon termination” — the City’s own signed language | The forward obligation is delivered — “Rip City will, at its cost and expense, keep and maintain” to the Comparable Facilities standard, with City inspection rights. The accrued claim is unmentioned — while the docs list includes an “amended and restated arena operating lease,” the exact instrument whose boilerplate can extinguish it | One sentence: “This Agreement is not a novation; the obligations and accrued claims under §§5.4 and 10.2 are expressly preserved.” | 🚨 At risk |
| 11 | Protect the backup plan | Lease §15 bars any 10,000–20,000-seat metro venue — including the City’s own options | Not addressed | §15 deleted or narrowed with a Coliseum carve-out and death-on-default | ⏳ A&R lease |
| 12 | End the secrecy | A term-long NDA; books that can’t be copied; confidential New York arbitration | Audit rights conceded in principle — “may audit detailed financial reporting… to verify public return” — “through a process to be established” | Copies, not look-only; the NDA ends; Oregon-seated public arbitration; reporting past the statute’s 2032 sunset | 🟡 Partial |
| 13 | Guarantees that survive | Obligations lived in the operator shell; the 2024 backstop covered the clawback only | “TBL will provide an unconditional guaranty… of all Renovation and post-Renovation obligations”; binds successors; survives any change of control; assignment needs Joint Authority and City approval | The $50M evergreen letter of credit; springing recourse to the holding entity; the place-of-business fix (ESA §2) | ✅ Delivered |
| 14 | Cap the NBA-rules clause | Lease §18.26 subordinates the whole lease to current and future NBA rules | Not addressed — and assignments are “subject to… the NBA’s governing rules” | An automatic make-whole on any rule change that reduces public revenue; supremacy expressly yields to non-relocation | ⏳ A&R lease |
Term-level tally: 2 delivered · 4 partial · 5 open · 3 on the A&R-lease watchlist · 1 at risk. The full resolution — every sub-ask the terms page publishes, scored one by one — is in the master ledger below. The protections column converged; the economics column — rent, capital, participation, naming, parking, development — remains open, and the draft’s one revenue line is the $3M offset.
The published standard makes its asks at the clause level — so the scoring should too. Every sub-ask from the fair-deal terms, read against the July 17 draft’s own language. Sub-ask tally: 6 delivered · 13 partial · 25 not addressed · 10 on the A&R-lease watchlist · 1 at risk.
| # | The ask, as published | The City’s draft, July 17 | |
|---|---|---|---|
| 00 | City’s signature as the consideration; condition, don’t ask | The draft is the City conditioning — and footnote 4, all caps: funding level “SUBJECT TO REVIEW OF THE PLANS, SPECIFICATIONS, BUDGET, AND SCOPE” | 🟡 |
| 00 | City commitments expressly conditioned on actual bond issuance (§3(4) asymmetry) | “May contribute up to” is permissive, but no express bond-issuance condition on City obligations | ⭕ |
| 01.1 | Publish the §6(2)(a) review before the vote | Silent; benchmarks only to unnamed “Comparable Facilities” (the PFM funding summary surfaced separately, July 9) | ⭕ |
| 01.2 | Publish a relocation BATNA model | Silent | ⭕ |
| 01.3 | Test-sell disclosure (Portland-committed buyer) | Silent | ⭕ |
| 01.4 | Disclose alternative-operator economics | No disclosure — but the Venue Manager clause contemplates “a third-party venue management firm of national reputation,” selection + contract subject to City approval | 🟡 |
| 01.5 | Don’t renew the sole-source exemption for biddable pieces | Rip City leads all design/renovation under the PDA; no competitive process | ⭕ |
| 02.1 | Premium seats fee’d at price actually paid | “A 6% User Fee… will continue” — carve-outs untouched | ⭕ |
| 02.2 | Close the season-premium loophole | Not addressed | ⭕ |
| 02.3 | Close affiliate-netting + promoter-default holes | Not addressed | ⭕ |
| 02.4 | Suites at 6% of actual license revenue; single-event to 100% | Not addressed | ⭕ |
| 02.5 | 18% participation above CPI-indexed baseline | No revenue participation anywhere — and Exhibit D now recycles all Moda user fees ($201M/20yr) into arena capex | ⭕ |
| 03.1 | Naming re-rate captured via participation | No share; “Rip City will have customary naming… rights” | ⭕ |
| 03.2 | 50/50 district-naming split (§31.2.4) carried forward | Silent | ⏳ |
| 03.3 | Price the §31.4 reversion | Silent — but naming deals become Material Agreements: City approval, third-party-beneficiary status, and a City right to assume | 🟡 |
| 04.1 | End/performance-base the 25% admin fee (§8.4) | Silent; an “Amended and Restated Public Parking Agreement” is on the definitive-docs list | ⏳ |
| 04.2 | Arena Garage gap closed; 30% of event parking to City | “The City retains parking revenues from Public Parking Facilities” — status quo; Arena Garage untouched; Blazers-event parking recycled via Exhibit D ($46.4M/20yr) | ⭕ |
| 04.3 | Open the private-garage books | General audit right over “Arena revenues” may reach it; copies not stated | 🟡 |
| 04.4 | Narrow §4.2’s team-protective sentence | Silent (rate-approval authority retained) | ⭕ |
| 05 | Greatest-of-three PILOT: the certified floor (CPI) · the county formula ($5.1–9.4M/yr post-reno) · appraised equivalency, no offsets | “Property Tax Offset Payment”: $3M/yr escalating 5%, split City/County/PPS “proportionally” (undefined). Category conceded; starts above the documented floor, falls below the county-formula minimum post-renovation; no completion reset, no formula, no true-up | 🟡 |
| 06.1 | Rent: $4.5M/yr esc. 3% + $2.5M/yr operator capital reserve | No rent line exists in the document | ⭕ |
| 06.2 | Direct-payment covenant — returns never into the Arena Fund | The $3M offset does pay City/County/PPS directly — but fees/parking/VMC profits route into arena capex (Exhibit D, $275,000,016/20yr) | 🟡 |
| 07.1 | Development exclusive priced at Raleigh milestones + 6% ground rent + tax rolls + 10% affordable | No Rose Quarter development terms anywhere | ⭕ |
| 07.2 | Remove the §12.5 land-disposition veto | Silent | ⏳ |
| 07.3 | Delete §29.4 flip-only; define the share now | Silent | ⏳ |
| 07.4 | Binding community benefits (AVT/1803, MWESB, anti-displacement) | CBA required with 1803 Fund + Albina Vision Trust named; prevailing wage, PLA + labor-peace (Exhibit C), MBE goals, local hiring, 10+ community events/yr, LEED Platinum/net-zero, 100% renewable, district energy loop. Economics absent; housing percentages bracketed | ✅ |
| 07.5 | Use-it-or-lose-it reversion deadlines | N/A — no development terms | ⭕ |
| 07.6 | TIF capture, public-majority authority | Not addressed | ⭕ |
| 08.1 | Name the overrun payer | “All costs… will be the sole responsibility of, and be paid for by, Rip City, except for the Public Funding Contribution… Anything in excess of the Renovation Budget… is the responsibility of Rip City” — plus post-renovation operating losses | ✅ |
| 08.2 | Owner-level GMP, not contractor-level | GMP not specified; PDA to set schedule, bonds, delay/abandonment consequences | ⭕ |
| 08.3 | “Authority-requested” defined narrowly | Inverse half delivered: TBL/Rip City–directed change orders are Rip City’s; authority-side definition absent | 🟡 |
| 08.4 | Savings split 65/35 public | Absent | ⭕ |
| 08.5 | Budget reconciled line-by-line to VSG | Exhibit A is blank; footnote 4 supplies the mechanism | 🟡 |
| 08.6 | No side doors (Arena Fund can’t absorb overruns) | Not explicit | ⭕ |
| 08.7 | Anti-descope protection (the five-question test’s spirit) | Anti-value-engineering clause: no reducing “building systems and the structure to solely benefit revenue generating improvements” | ✅ |
| 08.8 | Cap the §5(5) maintenance commitment; match to operator spend | Capped — Exhibit D annual ceilings, “revenues beyond… will not be available”; match requirement absent | 🟡 |
| 08.9 | Relocation penalty above the statutory floor, full-stack, specific performance | Substantially delivered: TBL executes non-relocation agreement; specific performance, TRO, injunctions “without the necessity of proving actual damages or posting bond”; liquidated damages “reflecting the public investment”; clawback/recapture; fee reimbursement; breach = lease default; State/County/JA third-party beneficiaries; successor-binding | ✅ |
| 08.10 | Formula-pegged damages (Illingworth-safe) | “Reflecting the public investment” — direction right, formula absent | 🟡 |
| 08.11 | Coliseum games fee’d + counted as home games | “All… home games at the Arena, subject to limited exceptions” TBD in MOU; VMC side door unresolved | ⏳ |
| 08.12 | Fence the §6(1)(e) injunction sword | Silent | ⭕ |
| 09 | Delete the §3.3 surcharge ban | Silent | ⏳ |
| 10a | Forward first-class obligation restored, with inspection rights | “Rip City will, at its cost and expense, keep and maintain the Arena… consistent with Comparable Facilities,” all capital repairs, 5-yr capital plan annually, City may perform periodic inspections | ✅ |
| 10b | The accrued claim: quantified, settled at $120M, credited once, no novation | Unmentioned — while the docs list includes an “amended and restated arena operating lease” and the preamble runs on supersession. The kill-switch is armed | 🚨 |
| 11 | Kill or narrow the §15 non-compete | Silent | ⏳ |
| 12.1 | No NDA carryover | Silent | ⏳ |
| 12.2 | Audited annual public disclosure | Government audit yes; public disclosure no | 🟡 |
| 12.3 | Audit rights with copies | “May audit detailed financial reporting… to verify public return” — copies unstated | 🟡 |
| 12.4 | Oregon records/arbitration supremacy | Silent | ⏳ |
| 12.5 | Reporting past the 2032 sunset | 5-yr capital plans + JA information rights continue; §7-equivalent public reporting absent | 🟡 |
| 12.6 | Publish annual diversion amounts | Silent | ⭕ |
| 13.1 | Joint-and-several TBI backstop | “TBL will provide an unconditional guaranty of Rip City’s performance of all Renovation and post-Renovation obligations,” binding successors, surviving change of control, assignment consent to City + JA + NBA rules | ✅ |
| 13.2 | $50M evergreen letter of credit + springing holdco recourse | Absent | ⭕ |
| 13.3 | Publish the ESA §3.3 sale-assumption instrument | Silent | ⭕ |
| 13.4 | Close the place-of-business hole | Silent | ⭕ |
| 14 | §18.26 make-whole; supremacy yields to non-relocation | “Good standing under NBA Rules” appears; supremacy clause fate unaddressed | ⏳ |
Package, process & conditions-precedent items — tally: 3 delivered · 3 partial · 2 open.
| The item | The draft | |
|---|---|---|
| Term: 30 yrs + options, §4-sunset contingent | “At least twenty (20) years from substantial completion” + mandated good-faith extension talks | 🟡 |
| County locked first, joint protocol | County terms embedded via the “Moda Center Funding Intergovernmental Agreement”; $88M = $53M bonds + remainder contingent on sale Business Income Tax | 🟡 |
| City $120M re-sourced — no PCEF | Sourced to “bonds or other debt instruments”; PCEF appears nowhere | 🟡 |
| Coverage analysis, bond-counsel memos, assessor opinion, JPMorgan release | All silent | ⭕ |
| PLA executed as condition | Exhibit C: PLA + labor-peace agreements as “a material condition of the City entering into the Arena Lease” | ✅ |
| Civic days / community use | Reserved civic days + major city-wide events, rent-free, cost-recovery only | ✅ |
| Separate lease/funding votes; publish 30 days out; mandate disclosure; no hospitality; on-record no-terms | Process items — outside the draft, still open | ⭕ |
| December deadline cited to statute | No December date anywhere in the draft; the clock is “four (4) years” from PDA execution — the fact-check, corroborated | ✅ |
The pattern the ledger scores is clean: Tier 1 (protections) is substantially drafted; Tier 2 (economics) is absent except one line; Tier 3 (community) is largely delivered. The prediction the standard published in June — that the protective and community columns get conceded while the ownership-paid column goes quiet — is now a scored document.
Each strip is a diff between two documents: the deal on paper before July 16, the City’s draft, and the language that must appear by signing — with its precedent, so nothing here asks anyone to invent anything.
Cost overruns were assigned to no one — the statute said only that the authority can’t be forced to pay. Relocation remedies sat at the statutory floor: outstanding debt only, binding the operator entity alone.
“All costs for the Renovation will be the sole responsibility of, and be paid for by, Rip City, except for the Public Funding Contribution. Anything in excess of the Renovation Budget… is the responsibility of Rip City” — plus operating losses, an anti-value-engineering clause, a financing-capacity test, a City walk-away right, and a non-relocation agreement with specific performance, liquidated damages, and clawback, the State and County as named beneficiaries.
An owner-level GMP; “authority-requested modification” defined as authority-initiated only; a public-majority savings split; Exhibit A reconciled line-by-line to the City’s own VSG study (the draft’s $573M budget is the public portion by definition, sits $68M above the study’s full 20-year plan, and the update is drafted by the operator); damages pegged to a formula that survives an Oregon penalty-doctrine challenge.
The obligations lived in a disposable operator shell — the 2004 lesson. The 2024 backstop (ESA §4.5) covered only the clawback, with a six-month window.
“TBL will provide an unconditional guaranty of Rip City’s performance of all Renovation and post-Renovation obligations. The terms… will bind any successor to Rip City or TBL and survive any change of control.” Assignments require Joint Authority and City approval.
The $50M evergreen letter of credit; springing recourse to the ownership’s holding entity on trigger events — the form that costs a compliant owner nothing and trips only on the behavior it polices; the place-of-business fix (ESA §2), so the front office stays in Portland.
$0 — the building is tax-exempt (ORS 307.171) and no payment in lieu existed anywhere in the deal.
“$3,000,000 per year… escalated by 5% annually,” distributed proportionally among the County, City, and Portland Public Schools — roughly $99M over 20 years.
The greatest-of-three covenant: the certified pre-exemption floor ($1.2–1.5M/yr, CPI) · at completion, the county’s own construction formula on the renovation — a $5.1–9.4M/yr mechanical minimum · or appraised full equivalency (income approach; the comparables bracket the low-to-mid teens). Honest credit first: the draft’s $3M starts at ~2–2.5× the documented floor. Post-renovation is the gap: at 5% escalation it enters the county-formula band only around year 12 and never reaches its top — or the teens — inside the term. The methodology →
A term-long NDA with a tip-the-operator duty on records requests (§11.6); books the City may inspect but never copy (§10.14); confidential New York–seated arbitration (§14).
“The Joint Authority and the City may audit detailed financial reporting from Rip City to verify public return on the Public Funding Contribution” — the principle, conceded; the mechanics “through a process to be established.”
Copies, not look-only — audit rights expressly overriding §10.14 and Parking §16.9; the NDA ends; Oregon-seated, publicly filed arbitration; annual public disclosure by revenue stream; quarterly reporting written past the statute’s own January 2032 sunset.
Public commitments moved with no conditions attached to them — pledges first, terms later.
The funding level is “SUBJECT TO REVIEW OF THE PLANS, SPECIFICATIONS, BUDGET, AND SCOPE” by the Joint Authority and the City — and if the operator “fails to demonstrate a viable financing plan,” either may “terminate the Renovation with no further financial obligation.”
City and County commitments expressly conditioned on actual bond issuance — SB 1501 §3(4) makes the state’s $365M a declared intention, not an obligation. No binding local promise against a non-binding state one.
SB 1501 §6(2)(a) required the State to retain “a professional with expertise in arena negotiations” to review comparable NBA projects. As of late June, legislative staff confirmed in writing that no one had been retained.
The state’s financial advisor, PFM, produced a “State Funding and Governance Comparable Summary” — six NBA peers, funding splits, board structures (compiled May, surfaced July 9). Its own pages document peer rent ($1–2M/yr), Orlando’s naming-and-suite revenue share, Indiana’s ~$750M early-termination payment, Milwaukee’s $2/ticket surcharge, and 18–52% private capital — every category the City’s draft omits. What it doesn’t do: review deal terms against Portland’s, or price them.
The terms review the statute describes — rent, relocation security, revenue shares, private capital — by an arena-negotiations professional, published before the vote; and the draft term sheet reconciled to the state’s own comparables.
$1 a year.
No rent line appears in the document.
A rent schedule — $4.5M/yr escalating 3% from occupancy is the schedule this same ownership signed in Raleigh, replacing rent-free status; ~$121M over the term. Payable to the City of Portland directly — never deposited to or credited against the Arena Fund.
No ownership capital contribution appeared anywhere in the public record.
The $573M Renovation Budget “is the public portion” — City $120M + County $88M + State $365M, to the dollar. The operator’s obligations begin above the budget line: overruns, gaps, operating losses. A base capital line for ownership does not yet appear.
A private-capital line with a number on it — the standard prices ~$245M against the ~$341M revenue-generating scope the operator’s income keeps. Peer ownership paid 18–62% in every verified comparable renovation (Cleveland 62.2%, D.C. 35.6%, Atlanta 26%, Indianapolis 18%).
The 6% fee was structured smallest on exactly the premium seats the renovation is built to add — five carve-outs, ~$2.2–2.7M/yr of leakage.
“A 6% User Fee… will continue throughout the Term.” The carve-outs are untouched, participation is absent — and Exhibit D commits the fee’s receipts back to arena capital (below).
Premium seats fee’d at the price actually paid; suites at 6% of license revenue; 18% participation in gross premium, club, and naming revenue above a CPI-indexed audited baseline — substitute rent on public premium capital.
100% of arena naming to the operator, with no City approval (DA §31) — on a building the City owns.
Naming is “subject to City approval and reasonable content restrictions,” and naming agreements are Material Agreements the City may assume on specified events. Approval and architecture — the revenue line remains open.
The renovation’s naming re-rate (reported ~$4M/yr toward $7–9M/yr) captured above the audited baseline; the 50/50 district-naming split carried forward; the lease-end reversion priced — a new multi-decade lease is a fresh license from the building’s owner.
The City pays the garages’ costs; the operator keeps a 25%-of-gross administration fee plus Arena Garage event revenue; even the independent reviewer can’t copy the books (§16.9).
“The City retains parking revenues from Public Parking Facilities” with rate approval — the current arrangement restated. An Amended & Restated Public Parking Agreement is on the definitive-documents list; its terms are unwritten.
The 25% fee ends or is performance-based; a City share of gross event parking (the standard prices 30% from 2031, ~$70M); the Arena Garage gap closed; books auditable with copies.
A 3-year operator exclusive on every parcel (DA §29.2.1); a veto on City land disposal (§12.5); the City’s share undefined when the operator self-develops (§29.2.4(d)).
The development architecture is absent. Albina Vision Trust and the 1803 Fund appear as named community-benefits partners; Exhibit B commits to “partner with community development organizations on Rose Quarter redevelopment projects.”
The architecture this ownership signed in Raleigh: milestones ($200M/yr 5 → $400M/yr 10 → $800M/yr 20), 6% ground rent, the property-tax rolls, 10% affordable housing, §12.5 lifted so the City can deal directly with community principals.
§3.3 reimburses any City ticket tax; §15 bars the City’s own backup venue; §18.26 subordinates the lease to future NBA rules.
None of the three is addressed. The lease will be “amended and restated” — each clause carries forward by default unless the restatement deletes it. Notable: the draft contains no signing deadline of any kind.
§3.3 deleted; §15 narrowed with a Coliseum carve-out; §18.26 capped with an automatic make-whole and express subordination to the non-relocation covenant.
A preserved, tolled claim, ~$164M face value, “fully applicable upon termination” — the City’s own signed language (§10.2), with the statutes of limitation expressly tolled.
Unmentioned — and the definitive-documents list includes an “amended and restated arena operating lease,” the exact instrument whose boilerplate can extinguish an accrued claim. The draft also has the operator taking the building “AS-IS, WHERE-IS… WITH ALL FAULTS.”
One sentence: “This Agreement is not a novation; the obligations and accrued claims under Arena Operating Lease §§5.4 and 10.2 are expressly preserved [or credited at $___ against the Public Funding Contribution].” One sentence protects it. Its absence erases it.
The 6% user fee and the City’s parking receipts were the public’s recurring return — the one stream the public kept.
Exhibit D commits the City’s user fees ($201M), Blazers-event parking ($46M), VMC profit share ($20M), and visitor-facilities allocation ($8M) — $275,000,016 over FY2027–28 through FY2046–47 — to arena capital, up to annual caps. Revenue above the caps stays with the City: the caps are real, and they are also the whole protection.
The schedule trimmed to Blazers-derived revenue or sunset at bond retirement — and a boundary line between the operator’s keep-and-maintain-at-its-own-cost duty and “eligible capital expenses,” so the same dollar can’t be assigned to the operator in one section and the public in an exhibit.
Three documents in nine days. Read together, they are the negotiation’s current state: the state’s own benchmark data, the County’s conditions, and the City’s opener — and the benchmark existed a week before the opener that doesn’t cite it.
Five numbers for the same project, none reconciled to another. Exhibit A — the itemized budget — is where they either converge or don’t; it is currently a blank page.
Credit where due: the City’s team drafted past the published standard in three places — the financing-capacity test with a walk-away right, the Material Agreement step-in rights, and the performance requirements below. Which is exactly the fact that makes the empty economics column conspicuous.
Every item above is either already in the City’s draft in principle, already in Portland’s own 2024 signatures, or already in this ownership’s Raleigh deal. Nothing on this list asks Portland’s negotiators to invent anything — only to be backed while they finish.
Half the standard is in the City’s own draft. The other half has the language written and the precedent proven. Tell Council to back its negotiators — and finish the column before the vote.
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