The fine print.
The real stakes.

The FCA calculation and the claim are different

The workbook’s $252.9 million sum is reproducible: listed building and equipment costs at its 2024 basis. Its $504.9 million forecast includes scheduled, escalated spending across 2025–2044. The earlier description of $253 million as the verified complete transformation price was unsupported. The $164 million/$341 million division was our classification, not VSG’s allocation between owed repairs and optional upgrades; its complete historical row mapping remains unverified. Read the September 11 clarification and inspect every line item.

The September 8 correction removed unsupported interpretations but did not preserve the valid $252.9 million calculation prominently enough. The rebuilt study page restores the arithmetic and complete source access, uses VSG’s own categories and priorities, and exposes mixed-purpose technical notes. It also corrects “completed ice/video work”: the ice plant was decommissioned and its restoration considered unnecessary, while the memo describes the video work as completed.

Added September 11, 2026: our commercial-purpose classification, version 1. The study page now separately groups the original twenty-year forecast into approximately $231M for dedicated commercial assets, $115M for general building systems/safety/operations, and $159M for shared event infrastructure and bundled work. These are campaign judgments, not VSG or City classifications. Each of the 549 entries has an allocation and reason. The grouping describes the function served; it does not establish optional scope, additional revenue or legal responsibility. Read the method and exact totals · Download every allocation and reason.

VSG’s report supports both serviceability work and commercial objectives. Neither a “Refresh” label nor a premium location establishes whether an entire cost is optional or who legally owes it.

Study sources: Full FCA workbook · How the figures are calculated · 121-page report · City’s June 3 analysis.

Read the record with the right status

The Council’s 2024 approval exhibits are public sources, but are not all executed counterparts. The review also checked signed lease and site-agreement counterparts and executed district agreements where available. Subsequent amendments and buyer consents still need to be assembled for operative drafting. Open the source library →

The governments need a consistent offer

The City’s August 12 package assumes franchise-sale Business Income Tax funding that the County’s final resolution excludes. The County also requires arena-related receipts sufficient for its bond payments. A shared initial $3 million tax offset cannot simply be promised in full to every claimant. The combined plan needs a reconciled source-and-distribution schedule before the private obligations are priced.

The City wants retention and a manageable public asset; the County seeks protection of its budget, repayment and community conditions; the State controls a financing route and statutory conditions. These are distinct institutional incentives. A County remedy against the City can move risk within government unless the City obtains matching direct rights against a capable private obligor.

Sources: August 12 City term sheet · County Resolution 2026-050 · City CFO financing memo

A condition assessment is not a debt owed by the team

The City’s June 3, 2026 assessment memo describes a prospective twenty-year capital plan and says the facility was well maintained for its age. It distinguishes that plan from a transformative renovation. Its approximately $505 million forecast becomes $482 million after removing roughly $23 million for ice restoration considered unnecessary and video work described as completed; removing NBA-related items gives roughly $402 million, with other basketball uses still needing evaluation.

The workbook’s $252.9 million sum is reproducible: listed building and equipment costs at its 2024 basis. Its $504.9 million forecast includes scheduled, escalated spending across 2025–2044. The earlier description of $253 million as the verified complete transformation price was unsupported. The $164 million/$341 million division was our classification, not VSG’s allocation between owed repairs and optional upgrades; its complete historical row mapping remains unverified. Read the September 11 clarification and inspect every line item.

Arena Operating Lease §§5.4 and 10.2 preserve meaningful maintenance standards, including comparison with equivalent-age venues. Initial-extension forbearance, tolling, the old-lease release in §18.10, actual condition and remedies affect recovery. $164 million is not established damages, and $120 million is not a proven settlement floor. A legal and engineering matrix should value the claim before any release.

Assessment sources are available in full: VSG workbook, May 14, 2024 report and June 3, 2026 City memorandum. The study explorer distinguishes source labels, calculated totals and interpretation. Legal responsibility requires separate analysis.

Sources: Arena Operating Lease approval exhibit

Ownership is valuable but takeover has conditions

The City owns the arena, but certain team subleases and lender rights survive operator failure. Arena Operating Lease §12.2.6 protects a team tenancy at 110% of variable direct game costs in the specified takeover scenario. That payment does not cover all fixed operations or capital replacement. City closure and tenancy-termination elections can also affect the Exclusive Site Agreement.

Existing protections should be preserved: §6.1.1 protects public fee title from subordination; §6.1.3 provides lender cure/replacement machinery; §13.4.5 limits City liability. The direct franchise covenant can survive operator termination, subject to specified exceptions. A credible alternative needs a cash-flow model using both retained income and surviving duties.

The Exclusive Site Agreement §4.5 TBI backstop is a narrow secondary corporate obligation for the specified City contribution after six months of nonpayment. It is useful, but is not a general owner/parent guarantee. NBA-approved ownership changes, lease assumptions and the buyer’s actual credit support must be checked separately.

Sources: Arena Operating Lease approval exhibit · Exclusive Site Agreement approval exhibit

Insurance and league rules already have legal machinery

Arena Operating Lease §7.3 includes a termination route when casualty exceeds 50% of replacement value; it is not solely a last-years exception. Existing earthquake and flood insurance requirements are meaningful—$250 million and $100 million respectively—but policy terms, deductibles, proceeds and replacement costs determine protection. Public debt may remain even if rebuilding is not viable.

The lease already preserves interim judicial relief (§14.7) and provides a binding equitable-adjustment process for NBA-rule conflicts (§18.26). Arbitration is in Portland, with AAA administration specified through New York; describing every dispute as shipped to New York overstates the clause. Improve actual remedies and secure necessary NBA acknowledgment rather than deleting protection on a mistaken premise.

Sources: Arena Operating Lease approval exhibit · Exclusive Site Agreement approval exhibit

Follow the campus cash before valuing percentages

Parking Agreement §8.4 imports a fee on defined invoiced, collected non-event parking. It does not grant 25% of every parking dollar. Drive-up receipts go directly to the City; public-garage records are copyable under §5.6, and rate approval and nondiversion provisions matter. The arena garage remains economically classified as a private facility despite City ownership, making §16.9’s separate access restrictions a real narrower concern.

The underlying Coliseum agreement permits a Moda booking preference (§4.1.2), but shared services (§4.9) also create real value. Its 40/60 profit split operates after defined costs, reserves and loss rules, and excludes advertising from that split. Certain Coliseum obligations and Development Agreement §28.4 reimbursements can offset user fees. Gross receipts are not unencumbered debt-service cash.

The right requirement is one verified account schedule: events, booking decisions, affiliate costs, fee bases, offsets, reserves, existing pledges and net distributions. Arena, parking and Coliseum management should be valued together and separately.

Sources: Parking Agreement approval exhibit · Coliseum amendment · Development Agreement approval exhibit

Land and naming rights are more specific than the old Register said

Development Agreement §31.2.4 shares specified Project trademark royalties; §31.2.3 separately restricts selling Project naming rights. The 50% royalty clause is not already a general district naming-sponsorship share. Reversion under §31.4 remains subject to prior licensees and already received benefits, so it is not necessarily an empty license the City can immediately resell.

Development Agreement §29 options depend on City availability decisions and existing deadlines: an exclusive period after declaration, plans/financing and construction milestones. Lease §12.5 consent rights operate with the general reasonableness standard. These are real constraints, but not unconditional perpetual development grants.

The Entertainment Complex amendment deletes a market-rent reset while shortening extension options that formerly reached 2055. Existing rent is 4.9% of defined gross revenue with material exclusions. Value the lost reset and the earlier reversion together. CC&R confirmation of fee ownership does not erase easements or operating restrictions.

Resolution 37751 directs earnest negotiations with Albina Vision Trust, including parcel valuation and milestones. It does not itself transfer title or extinguish prior rights. The arena subsidy must not silently buy the team a new district-wide development exclusive.

Sources: Development Agreement approval exhibit · Entertainment Complex amendment · CC&R amendment · Arena Operating Lease approval exhibit · September 3 Resolution 37751

The NDA shapes the record as well as disclosure

The executed February 22, 2022 NDA’s §8 commits the City to an initial exemption assertion for covered information; §11 prescribes the generic meeting label “Meeting Regarding Project Friday”; §12 permits removal of presented material with a City promise not to assert custody. These provisions can impede visibility. They do not create legal exemptions or conclusively determine public-records custody.

The NDA’s survival period runs from the last disclosure, and termination leaves earlier-information duties in place. Arena Operating Lease §11.6 separately carries NDA protection forward. The agreement does not require endless City litigation: notice/cooperation duties and the express lack of an obligation to appeal also matter. Reform must address the NDA, lease and audit provisions together, while respecting lawful privacy, trade secrets and privilege.

Source: executed 2022 NDA §§3, 7–12, 19–20, reviewed in the public-records production. The contemporaneous Oregon DOJ order provides additional disclosure-law context; it is not a ruling on every future document.

Sources: Arena Operating Lease approval exhibit · 2022 Oregon DOJ disclosure order

The clocks do not all end together

The lease’s mutual noncompetition clause concerns constructing defined 10,000–20,000-seat venues in five counties. Its endpoint is the last year of the applicable initial term—2029 without the optional extension or 2034 if extended through 2035—excluding the completion term. It is not a blanket prohibition on rebidding existing management. Price reciprocal restrictions and preserve lawful public functions.

SB 1501 §5 conditions issuance and specified tax transfers on the executed lease and sufficient local commitments. Local commitments therefore cannot simply be conditioned on bonds already existing in a way that defeats the statute. Use a legally coordinated closing with separately defined construction and disbursement gates.

SB 1501 §4 tax capture runs through the statutory period based on the later of lease expiration and debt payoff. A contract cannot alone end capture at payoff while a longer lease continues. The statutory quarterly reporting provision sunsets January 2, 2032, so permanent reporting must be contractual.

The law requires expert comparables work; it does not expressly require a separate published final-deal-terms report in the form the former Register demanded. That can be a new public approval requirement. December is a consequential local negotiating/administrative target, not a signing cliff written into SB 1501. State tranche authorizations and practical issuance lead time still constrain delay.

Sources: Enrolled SB 1501 · Enrolled SB 5701 · August 12 City term sheet

What our earlier models could not prove

We retire the combined $1.1–1.2 billion “market-standard return” floor, the $2.5 billion arena-value headline and the claim that security is free to a compliant owner. Comparables show feasible mechanisms; they do not prove every favorable provision can be combined at the same price. PFM includes fully publicly funded renovations and notes limits to what its capital comparisons capture.

An assumed yield on construction cost does not establish demand, new revenue or profit. Gross receipts are not net income. Franchise appreciation may capitalize earnings already counted. Avoided repairs, future maintenance, guarantees, principal and debt service can overlap. A tax deduction’s value depends on the actual taxpayer and timing; a generic cents-on-the-dollar claim is inadequate.

Relocation has obstacles and requires NBA action, but its probability is not established as zero. Expansion exploration is not a completed award of two markets. Conversely, neither a forced franchise sale nor a tenant-controlled option is an alternative the City can simply elect. Price the actual choices, including delay and tenant disruption.

Sources: State PFM comparables review · NBA expansion announcement · Exclusive Site Agreement approval exhibit

The incentives to keep in view

These are analytical descriptions of institutional incentives, not evidence of a party’s undisclosed intent. The transaction creates value only if operating feasibility, public affordability and enforceable public purposes work together.