What a fair deal
actually looks like

Under enrolled SB 1501 §5, no state bonds issue and no tax-capture transfers flow until the City executes the agreements and makes binding financial commitments. Every term on this page is therefore enforceable the same way: the City's signature is the consideration. Council doesn't ask for these terms — it conditions on them. And because the state's $365M is itself only a declared “current intention” with “no legal obligation” (§3(4)), the City's commitments must be expressly conditioned on actual bond issuance — no binding local promise against a non-binding state one.

This is not obstruction; it's the structure the legislature built. The statute put the City at the gate twice — the bonds and the revenue stream that repays them — and labeled its own protections floors, required “at a minimum” (§6(1)(d)). The only question the August vote answers is whether Portland's Council can name a single thing it added above the floor.

Three asks, cheapest first. (1) Publish the statute's own benchmark study before the vote: SB 1501 §6(2)(a) already requires the State to “retain a professional with expertise in arena negotiations to review information regarding recent comparable National Basketball Association arena projects in similar-sized markets” — deliver that review to Council and the public before August 12. If it's honest, it shows Raleigh and OKC; if it's withheld, the withholding is the story. (2) Price the alternative: disclose whether any alternative operator economics (OVG/ASM-class management terms) were ever solicited, even as a benchmark. (3) Don't renew the sole-source exemption for the pieces that are routinely bid — construction management, non-game operations, district development.

The no-bid status was a choice by Council (acting as the Local Contract Review Board, Ordinance 191857 findings 17–19), not a legal requirement. Only the team can be the Blazers' home operator — that's the one genuine sole-source piece — but construction, development, and non-game operations are routinely bid. Competition is the only way to learn the real price.

• Fee the premium seats at their premium price. Today a suite pays the fee on at most 12 regular-priced tickets per game (§28.3.2 · §28.2.2.1(a)) — regardless of what the suite license actually sells for; up to two team-owned suites pay nothing (§28.3.3); and single-event premium seats are fee'd at just 90% of price (§28.2.2.1(d)).
• Close the season-premium loophole — the one the renovation widens. Premium season seats — up to 20% of capacity for Blazers games (the ~1,672 Preferred and ~360 Courtside Preferred seats the lease names) — are fee'd at a regular-seat price, not their premium price (§28.2.2.1(b)(i)). The renovation's entire product is premium season inventory; under today's rules every new premium seat pays the fee as if it were an upper-bowl seat. This is the biggest leak in the deal.
• Stop shrinking the base. The fee runs on a “Ticket Price” already net of service and convenience charges — including fees the team pays to its own affiliate (§28.2.1) — and the operator is not liable when a third-party promoter never remits the fee (§28.1.5).
• The fixes, by number: premium seats fee'd at the price actually paid; suites at 6% of actual license revenue; single-event premium to 100%; the affiliate-netting and promoter-default holes closed (≈$2.2–2.7M/yr, ~$50M over the lease — and roughly 85% of it fan-paid, so it ranks below every ownership-paid term and must never be traded against one).
• And the structural fix — participation in what public money builds: 18% of gross premium, club, and naming revenue above a CPI-indexed, audited FY2025-26 baseline. Designed to survive contact with the drafting war: gross, never net — the lease makes the operator's books uncopyable (§10.14, Parking §16.9), so the share runs on contract-verifiable gross categories with City audit-and-copy rights expressly overriding both; the CPI-indexed baseline means the public participates only in renovation-driven real growth, never inflation (his fairest objection, pre-conceded); the baseline resets only in proportion to capital the operator funds, so his later investments aren't taxed but can't zero the public's share; related-party deals at fair market value with league-standard sponsorship allocation. Deterrence math: at 18% he keeps 82¢ of every premium dollar generated mostly by public capital — a market ~8% yield on the public's share of that scope would be ~$27M/yr; participation yields $5–8M/yr. This is substitute rent on public premium capital — already a 70%+ concession from a market return.

Capture the naming re-rate the public's money creates — structurally, not aspirationally. Three pieces: (1) the operator keeps arena naming during the Term, but the renovated building's re-rate (the reported ~$4M/yr re-pricing toward $7–9M/yr Est) lands in the Term-02 participation base — so the public shares every naming dollar above today's baseline; (2) the 50/50 split on district and project naming the parties already signed (DA §31.2.4) carries forward; and (3) the term sheet prices the reversion: arena naming reverts to the City at lease end (§10.6 · DA §31.4), so a new multi-decade lease is a fresh naming license from the building's owner — a thing of value currently being granted at $0. (A flat 50% of arena naming is the aggressive anchor — no verified peer city achieved it — which is exactly why the capture above is drafted to be signed, not just demanded.)

The City owns the building, but the current lease hands the team 100% of arena naming revenue with no City approval (Development Agreement §31). A major renovation is exactly the event that re-sets naming rights at a far higher value — the last reported Moda Health deal carried roughly $4M/year, and a modern, rebuilt arena commands well beyond that. Under today's terms, every dollar of that next naming deal goes to the team — on a building the public owns and is paying ~$1 billion to upgrade. The public funds the asset and never sees its biggest new revenue stream. And the City already holds the reversion: at lease end the team's naming rights terminate and the City succeeds to them (§10.6 · DA §31.4) — so any naming deal that runs past the term needs the City's cooperation now. Even 50% of a reported ~$4M/year deal is $2M+/year today, and far more on a rebuilt arena.

• End or performance-base the 25% cut. The team keeps 25% of gross non-event parking revenue on the City-owned public garages (§8.4) — a 25%-of-gross administration fee with no performance test, when the operator otherwise gets only cost reimbursement and "shall not be compensated for any general administration, overhead and handling fees" (§8.1). That 25% is the profit center.
• Close the Arena Garage gap. The Arena Lease's definition of “Arena” (Lease §1) includes the attached parking garage the team conveyed to the City — yet the Parking Agreement (§3.1) still operates that same garage as a “Private Parking Facility” whose game-day revenue flows to the operator. The public owns the busiest event garage in the building but contracted away its revenue. The package number: the City takes 30% of gross event-parking revenue from 2031 (≈$70M over the lease Est) and the 25% fee dies — sized so the stream can both pay the City a return and securitize its $120M capital share, sparing PCEF and the General Fund entirely.
• Open the private-garage books. Today even the Independent Reviewer who inspects them "cannot provide copies of these documents to the City" (§16.9).
• Keep the City's protection; rebalance the team's. §4.2 (§4.2) is reciprocal: one sentence bars the operator from running the public garages to disadvantage them (keep it — it protects the public); the other bars the City from directing RCM to run the public garages in a way that disadvantages the team's Arena Garage. Narrow that second sentence so it can't shield the operator from a fair public-parking deal. The City already approves all rates (§6.4 · §4.5).

The public owns and pays for the public garages — operations, maintenance, and capital (§§6.2–6.5) — and the lease makes the Arena Garage public too. Yet the team keeps 25% of non-event revenue as an administration fee with no performance test, takes the event-parking revenue, and keeps the private books closed to copies. Public asset, private upside, again.

An annual PILOT of $1.2M/yr, CPI-indexed, written into the contract (≈$28M over the lease) — plus the $12M operator-funded arena electrification — so a billion-dollar venue renovated with public money contributes to schools and services instead of paying $0 in property tax.

The moment the City owns the building it becomes property-tax exempt (ORS 307.171, preserved at Lease §4.2) — and the exemption holds even with a taxable private operator running it, which is why no assessment will ever fix this: the PILOT exists only if it's contracted. $1.2M/yr simply restores what the 2024 transfer removed from the rolls (Ord. 191858's own estimate) — the restorative floor, not a punitive ask. And the same owner already contributes elsewhere: in Raleigh, the district Dundon develops goes on the property-tax rolls — while Portland's Rose Quarter sits tax-exempt. The County, which eats the current loss while being asked for $88M, is the natural ally.

Rent at the owner's own signature: Dundon's Raleigh rent is $4.5M→$5.5M/yr — ~$75M against a $300M public project, 25% of project cost. Applied directly to Portland that's $90–110M over 20 years; applied proportionally to Portland's $600M ask it's ~$150M. Either anchor is his own number. The package schedule: $2M/yr during construction, then $4.5M/yr escalating 3% from occupancy — ≈$121M over 20 years — plus a separate $2.5M/yr operator-funded capital reserve (Charlotte's structure), so maintenance is funded without touching the rent. And one drafting rule that makes every return real: every public-return stream — rent, naming share, participation, PILOT, fees — must be contractually payable to the City of Portland directly, and may never be deposited to or credited against the Oregon Arena Fund. Watch for the deal “conceding” rent that's paid into the fund: under SB 1501 §3 the fund is continuously appropriated to arena purposes — rent paid there is rent the public pays itself.

Under the structure on the table, even the revenue the arena generates is diverted into the Arena Fund — the state's own Legislative Revenue Office books it as −$72.3M then −$82.6M per biennium out of the General Fund, and the bill's definition chain captures even the Blazers' own payroll withholding (§§1(5)–(6), 4(1)(a)). A billion-dollar public investment should return real money to the budget the public actually spends, not loop back into the building.

• Price the exclusive — never extend it for free. A development exclusive is what this ownership actually wants, so it's the City's biggest chip. The price is the architecture he already signed in Raleigh, in writing: milestones of $200M by year 5, $400M by year 10, $800M by year 20 (his own schedule — never offer softer), drafted as City termination rights over unexercised parcels; ground rent at 6% of appraised land value with 5-year resets; district development on the property-tax rolls (ORS 307.110 already points there for ground-leased private development); 10% affordable housing on first-phase residential; and developer-funded in-tract infrastructure. If he won't pay that price: make the parcels competitive, or let the City bring in Albina Vision Trust / 1803 Fund directly, not only through the team.
• Remove the §12.5 veto so the City can dispose of public land for public benefit (housing, community development) without the team's consent.
• Write the share the bridge lease never did. Today the City's only defined cut is 25% — and only if the team flips its development rights to an outsider (§29.4). If the team develops the parcels itself, the City's share is a ground lease left “to be negotiated” (§29.2.4(d)) — undefined. Delete §29.4's flip-only structure and define the share now: the 6% appraised ground rent with resets, the tax-rolls covenant, and the milestone schedule above — that combination is worth ~$160M+ over the lease (Est; part contingent on buildout) and, unlike an equity claim, it's the structure this owner has already signed.
• Bake in binding community benefits — affordable-housing minimums, anti-displacement protections, MWESB contracting, and a guaranteed Albina Vision Trust / 1803 role.
• Use-it-or-lose-it deadlines with reversion to the City if the team doesn't build.
• Capture the value uplift the public investment creates (TIF) for public benefit, governed by a joint development authority with public-majority control.

The City owns the land and is funding the arena — yet the bridge lease pre-commits the first development opportunity to the team (a 3-year exclusive option, §29.2.1) and gives the team a veto over selling Rose Quarter land (§12.5), positioning the private team as gatekeeper of a public district. The development rights are where the long-term money is. Condition the renovation dollars on the City getting control and a real share back — otherwise the public funds the arena and the team monetizes the neighborhood. And understand what this term is in the negotiation: the trade, not the fight. Development is what this ownership actually wants — it's the Raleigh playbook — and it's the one place the public's interest and his genuinely align: his district profit builds the public's tax base (property taxes reach the rolls even though SB 1501 §4 captures district withholding). The winning architecture is explicit: arena-side discipline — rent, capital, overruns, protections — in exchange for development-side generosity: expanded rights, entitlements, speed, milestones, and housing, in writing. The campaign wants him to make a fortune in the district — on the rolls, with housing. That's what a partner looks like.

• Cost overruns: name the payer, cap the budget, close the carve-out. SB 1501 §6(1)(c) provides only the floor: the joint authority “is not required to pay for any cost overruns” — it never says who is. The Term Sheet must build the four walls the statute left open: (a) Name the payer — the management entity bears all overruns above the approved budget (the Cleveland, Atlanta, D.C., and Sacramento standard), delivered as an owner-level guaranteed maximum price — not a contractor-level GMP, whose excluded scope categories fall to the public — with any savings below the GMP shared 65/35 to the public, matching the capital shares (a 50/50 “savings” split invites a padded GMP), and backed by the same parent-guarantee structure the City already obtained in 2024 (ESA §4.5). (b) Define “authority-requested” narrowly — the statute's only exception is for modifications “the joint authority requests after final approval”; since the operator will manage construction and propose the change orders, only written change directives initiated by the authority may qualify — never code compliance, field conditions, design errors, or operator-proposed changes, regardless of who signs the approval. (c) Cap the budget at the evidence — the §5(4) approved budget is the public's full exposure, so it must reconcile line-by-line to the City's own VSG study with a disclosed contingency: a padded budget is an overrun the public pays in advance. (d) No side doors — no City or County agreement outside the joint authority may absorb overrun liability, and Arena Fund moneys may not be applied to overruns the operator owes (§3 lets the authority choose to pay; “not required” is not “prohibited”).
• Cap and match the §5(5) maintenance commitment. The statute conditions the bonds on the City and County binding themselves to finance “maintenance and deferred maintenance” — with no cap and no match requirement. Under the 2024 bridge, the operator funds capital with the City capped at a ≤50% match (§10.9). The City's ~$280M maintenance pledge is §5(5)'s offspring and is potentially open-ended: the Term Sheet must cap it, match it to operator spending (the City's own 2024 standard), and condition it on the public-return terms.
• A relocation penalty above the statutory floor. The bill's floor (§6(1)(d)) is liquidated damages of outstanding public debt only — a number that declines every year and excludes the County's cash, the City's cash, the operations pledge, and every diverted tax dollar — and it binds only the management entity. The bill's own words: these remedies are required “at a minimum.” The Term Sheet must run the nonrelocation covenant from RCM and Trail Blazers Inc., joint and several, with springing recourse to the Dundon holding entity on trigger events (Term 13), keyed to the full unamortized public stack, with no demand window — replacing the bridge clawback's narrow scope (§10.9.1: City Contribution only, 12-month window, 2-year survival). Draft it as a formula, not a flat number: Oregon enforces liquidated damages only as a reasonable forecast of actual harm (Illingworth v. Bushong; DiTommaso v. Moak) — a headline billion-dollar figure invites a court to strike it as a penalty, leaving only the statute's weak floor. Peg damages to outstanding public debt + unamortized City/County capital + the present value of remaining rent, and pair them with an express specific-performance clause — the provision that actually forced the Sonics' settlement in Seattle. And close the side door: Memorial Coliseum games are fee'd and counted as home games, so the team's fee-free Coliseum right (ESA §1.2.3) can't hollow out the covenant from across the plaza.
• Fence the §6(1)(e) sword. The statute lets the operator seek injunctions against “acts or omissions of the joint authority or any public body belonging to the joint authority that materially impair” its use of the building — that includes the City. Define “materially impair” narrowly and carve out the City's generally applicable taxing and regulatory powers, audits, and public-records compliance.
• Before any yes vote, publish: the renovation scope reconciled to the City's own VSG study; the draft lease and full revenue waterfall; a General-Fund ROI model; the enforceable lease protections; and where the deal lands against low/average/high peer-NBA-city benchmarks.

The 2024 bridge lease already secured a clawback, a 50/50 match, and a capped public contribution — proof these terms are achievable. Overrun absorption costs a well-managed owner nothing — and since the operator controls construction management, public-borne overruns are a textbook moral hazard: the entity choosing the spending isn't the entity paying for mistakes. Arena renovations routinely run 10–30% over; on $600M that's $60–180M of contingent exposure currently assigned to no one. A yes vote before the documents are public is not an informed vote.

Delete the Targeted Tax Reimbursement clause (Lease §3.3) — and conform the cross-document “Targeted Tax” definition it runs on (DA §28.2.4) — from the permanent deal — before anyone proposes a per-ticket fee.

Right now, if the City imposes any ticket, admission, or venue-specific tax or surcharge, the lease forces the City to reimburse the team dollar-for-dollar — and obligates the City to “use Reasonable Efforts to discourage” Metro and the State from levying one. So the Milwaukee and Salt Lake City per-ticket benchmarks elsewhere on this page are dead on arrival until §3.3 is gone. A councilor who proposes a $2/ticket fee without knowing this clause exists will be handed it across the table.

Before contributing a public dollar, quantify the tenant's accrued “first-class” obligation and settle it expressly: $120M of certified necessary repair — independent owner's-rep sign-off, any shortfall converting to a liquidated cash obligation — adopted by its own resolution, and counted once, as the discharge of an existing debt, never booked as the ownership's “capital contribution.” Then restore real-time enforceability (inspection, cure, and audit rights) in the permanent lease. The kill-switch to watch: the new lease must recite that it is not a novation — a draft styled “superseded and replaced in its entirety” is the single sentence that would erase this claim instead of paying it.

The non-compete (Lease §15) must not carry forward unpriced: delete it — or, at minimum, narrow it with an express Memorial Coliseum carve-out, limit it to NBA-anchored arenas only, and make it terminate automatically on default or on the building ceasing to be the team's NBA home. A clause that bars the City's own backup plan should never outlive the behavior it was payment for.

§15 is mutual — it bars both sides from building a 10,000–20,000-seat venue anywhere in the 5-county Portland metro without the other's consent. But the City has no plan to build the team a rival; what the clause actually does is bar the City itself, for the life of the Term, from the Seattle-style competitive process Term 01 depends on — and it sterilizes every option for the Coliseum across the plaza. The public's single best piece of leverage — a credible alternative — is a clause the public signed away for a benefit it will never use.

• No NDA carryover into the permanent deal.
• Audited annual public disclosure by revenue stream, as a lease covenant.
• City audit rights with copies — not look-but-don't-take.
• Oregon supremacy. Oregon public-records law governs — the notice-the-operator duty (§11.6) dies — and disputes go to Oregon-seated, publicly filed arbitration with published awards, not a confidential AAA New York–appointed panel (§14).
• Outlive the statute's sunset. SB 1501's own oversight — quarterly reports to Ways and Means on renovation execution, expenditures, and revenue (§7) — is repealed January 2, 2032 (§8). The lease runs thirty years (plus options) and the tax capture runs to bond retirement. The agreements must extend §7-equivalent quarterly reporting for the life of the lease, delivered to City Council and published.
• Put a visible price tag on the diversion. Require annual public disclosure of the aggregate amounts transferred from the General Fund to the Arena Fund under §4 (the bill already permits aggregated data sharing, §4(4)) — so the capture has a published number every year.

The transparency this whole debate demands has a contractual root system. §11.6 extends a February 22, 2022 NDA for the whole Term and obligates the City to tip the operator on public-records requests. §10.14 bars the City from copying or removing the operator's books except in narrow end-of-term windows — and trade-secret records stay sealed even then. §14 routes every dispute about a public building into confidential arbitration before an AAA New York–appointed panel. Parking §16.9 walls off even the reviewer's findings from copies. You can't publish a revenue waterfall the lease forbids you to copy.

• Every public protection jointly and severally guaranteed by the operator (RCM) and Trail Blazers Inc., backed by a $50M evergreen letter of credit and springing recourse to the Dundon holding entity on trigger events — relocation breach, a transfer structured to evade the covenants, insolvency of the obligors. Springing recourse is the form drafted to be signed: it costs a compliant owner nothing and trips only on the exact behavior it polices — which makes refusing it the confession.
• Publish the franchise-sale assumption instrument executed at the March 2026 closing (ESA §3.3).
• Close the place-of-business hole (ESA §2) — the front office must stay in Portland, not wherever the owner lives.

This is the 2004 lesson: when obligations live in a disposable shell, a bankruptcy erases them. The 2024 bridge already learned it — ESA §4.5 makes Trail Blazers Inc. itself backstop the clawback if the operator doesn't repay within six months, and ESA §3.3 voids any franchise sale unless the buyer assumes the covenants in writing with the City as an express third-party beneficiary. Scale it up: the permanent protections should bind the Dundon entity too. And §2 currently lets the front office sit in “the city which is the principal place of business of the then owner” — under a Texas owner, that's not Portland.

Any future NBA rule change that reduces the public's defined revenue must trigger an automatic make-whole — not just a meeting (Lease §18.26). And the supremacy clause must expressly yield to the non-relocation covenant and its specific-performance remedy — so a future “league rule” can never become the escape hatch from the one promise the whole deal rests on.

§18.26 subordinates the entire lease “in all respects” to the NBA Constitution, By-Laws, and all current and future league rules, CBAs, and media agreements; in any conflict, the NBA Rules govern. If a future rule materially harms the City's rights, the City's only remedy is to “negotiate in good faith” an adjustment. A private league's unilateral, ever-changing rulebook should not be able to quietly shrink the public's bargained-for financial terms in a billion-dollar public contract.