The largest public request in the record — $76M of a $275M shipbuilding project — and the only decision where nothing is yet binding. S-09 S-10 S-70 S-11 S-45
EXECUTED, NOT BINDING — NOTHING IS BINDING YET. The term sheet was board-approved 2026-06-22 (S-47) and executed 2026-07-23 (S-70). Executed is still not binding: by its own terms the term sheet is "merely intended for discussion and negotiation purposes only," and the exclusivity agreement lets the Company terminate at its sole discretion on 30 days' notice (S-13). Only a definitive Grant Award Agreement would bind anyone, and it does not exist: GAA #367 was not on Triumph's 2026-08-19 board agenda — September 2026 is the earliest realistic vote (S-45). The Performance Agreement is a blank form; the 25-year lease does not exist. Every obligation below is proposed, not in force. Two council approvals lie ahead. S-47 S-70 S-13 S-11 S-45
Nothing, yet. The drafted instruments would bind ≥2,000 full-time-equivalents across eight counties (subcontractors included) at a 115% wage floor, with a $38,000/job clawback capped at $76M — owed by "Project Maeve America, Inc.," a Delaware entity with no parent guaranty in any document we hold.
Board-approved 2026-06-22, executed 2026-07-23 — executed is still not binding. No grant agreement exists; it was not on Triumph's 2026-08-19 agenda, so September 2026 is the earliest vote, with two City Council approvals reported to follow. The Mayor, on the record: not all two thousand jobs will be on port.
| Funder · recipient | Amount | Instrument · citations |
|---|---|---|
| Triumph Gulf Coast — Triumph Gulf Coast, Inc. City of Pensacola — Birdon / Project Maeve #367 | $76,000,000 requested, unsigned | Triumph #367 request — term sheet executed 2026-07-23 and expressly non-binding by its own terms; no grant agreement executed (not on Triumph's 2026-08-19 agenda; September 2026 earliest). [Status 2026-09-24: At Triumph's 2026-08-19 meeting, staff called the Job Growth Grant Fund award "one component of partner funding for the larger Project Maeve initiative" and anticipated that "the related agreement" would appear on the next agenda (draft minutes, not yet approved; the instrument is not named). The DRAFT agenda for that next meeting, 2026-10-01, carries no Birdon / Project Maeve item. GAA #367 appears on neither Triumph agenda the corpus holds.] S-09 S-10 S-11 S-70 S-45 S-104 S-105 |
| Federal & other — U.S. Navy — Maritime Industrial Base Program Project Maeve workforce analysis / facility design — Dept. of the Navy, Maritime Industrial Base (MIB) Program | $300,000 reported, not counted | MIB Program grant, as stated in the MIB support letter inside the application (S-09) S-09 |
| State of Florida — Florida Job Growth Grant Fund City of Pensacola — Florida Job Growth Grant for the Birdon facility (site development, utilities, facility construction) | $9,000,000 reported, not counted | Florida Job Growth Grant Fund award, presented 2026-08-12 (City newsflash #5184; same-day coverage) S-48 S-46 |
Rows are this decision's entries in the Money ledger; stages are never summed together.
The application — signed by Mayor D.C. Reeves 2025-10-24, scored "A" by Triumph staff — seeks $76,000,000 of a $275,000,000 project: two City-owned shipbuilding facilities (~400,000 sq ft) at the Port, leased to a company, for "≈2,000 jobs over 5 years."
The pitch wage is "$80,000/yr = 140% of Escambia average" — and, fourteen pages later in the same application, "$81,200 = 145%." The enforceable number in the draft instruments is a floor of 115% (≈$64k). Both application figures are preserved; the internal inconsistency is the record's, not ours.
The binding jobs definition diverges from the pitch: "2,000 direct jobs at the facility" becomes ≥2,000 "Net New Jobs" — FTEs anywhere in the eight Triumph counties, subcontractors included, by 2035. The Mayor, on the record: "not all two thousand will be on port."
The proposed clawback: $38,000 per job short (= $76M ÷ 2,000), proportional, capped at $76M — owed solely by "the Company."
Birdon #367 sits today exactly where Titan #120 sat in October 2018: term sheet signed, grant agreement in drafting, nothing binding. The Titan record documents what happened in that gap once before: the headline held (1,325 jobs at $44,461) while the enforcement machinery softened at every point of change. When GAA #367 lands, diff it against the term sheet on the seven axes below — a neutral checklist any council member can carry into the two votes. This is not a prediction that Birdon's terms will soften; it is the documented precedent that terms CAN move materially in this window while headlines hold still.
W-1 — Do the jobs tests apply ANNUALLY or only at END-OF-PERIOD? …
W-1 — Do the jobs tests apply ANNUALLY or only at END-OF-PERIOD? (Titan: annual → end-of-decade.) W-2 — Per-job maintenance or ANNUAL-AVERAGE with best-N-of-M and surplus banking? (Titan: → average.)
W-3 — How many force-majeure triggers, and does "labor market" or "customer loss" appear? (Titan: 2 → 7.) W-4 — How many sole-discretion waiver grounds, and does "reasonable best efforts" appear? (Titan: 3 → 5.)
W-5 — Does the clock anchor to a construction event that can itself slip? (Titan: Hangar 4's Date of Beneficial Occupancy — H4 is still unfinished seven years on.) W-6 — Does the grant amount or tranche structure change between term sheet and GAA? (Titan: $56M → $66M.)
W-7 — Which legal entity signs the guaranty, and is there a parent guaranty? (Titan: VT MAE, an operating company. Birdon: Project Maeve America Inc., a Delaware SPV — the stakes are HIGHER than Titan's were, because an SPV guaranty is only as good as what stands behind it.)
[Dated context 2026-08-13 — WO-014; timing beat, NO CAUSAL CLAIM.] The January 2026 fight over reallocating stalled Sally housing money to the Port's rail rebuild (the port-road-rail decision) ran the SAME WEEK city and port officials prepared to appear before Triumph on the proposed $76M shipbuilding grant ($275M project, "up to 2,000 jobs") — the reporter explicitly frames the rail money inside the mayor's "both-and" port strategy, with American Magic as its "small but strategic" visibility piece. …
[Dated context 2026-08-13 — WO-014; timing beat, NO CAUSAL CLAIM.] The January 2026 fight over reallocating stalled Sally housing money to the Port's rail rebuild (the port-road-rail decision) ran the SAME WEEK city and port officials prepared to appear before Triumph on the proposed $76M shipbuilding grant ($275M project, "up to 2,000 jobs") — the reporter explicitly frames the rail money inside the mayor's "both-and" port strategy, with American Magic as its "small but strategic" visibility piece. Temporal adjacency recorded as attributed press framing; no causal claim is made in either direction.
The Term Sheet is EXECUTED, dated 2026-07-23, signed for Triumph Gulf Coast, Inc. and for the City of Pensacola. Executed is still not binding: by its own terms the Term Sheet is "merely intended for discussion and negotiation purposes only," creates no binding obligations on either party as to any grant, any approval of a grant, or even further negotiation — and only a definitive Grant Award Agreement, approved by the City and Triumph's board, can bind anyone. The banner above still holds.
What we hold is the execution page only. The fourteen pages of terms it signs off on are not in the record as executed; the corpus holds the unsigned body.
Execution starts a clock. By the term sheet's own expiration clause, it expires — Triumph closing its file on the Project and taking no further action — if a definitive Grant Award Agreement is not executed by both parties within twelve (12) months after the date of the Term Sheet. Within the sixty (60) days before that Expiration Date the City may request a six (6) month extension, which the Triumph Board may grant or deny "in its sole and absolute discretion."
The binding record names the contracting entity: "PROJECT MAEVE AMERICA, INC., a Delaware corporation" (the Exclusivity Agreement). …
The binding record names the contracting entity: "PROJECT MAEVE AMERICA, INC., a Delaware corporation" (the Exclusivity Agreement). The narrative record — the Port's own FY2025 financial report — names "Birdon America Inc." Both are official; no document we hold connects them, and no document contains a parent guaranty.
Collectability of the $76M clawback therefore depends on the undocumented relationship between a Delaware entity of unknown capitalization and the substantial operating shipbuilder (Birdon America, Inc. — Denver, CO; ~$1.19B Coast Guard Waterways Commerce Cutter contract). A project-specific SPV with the parent named in narrative is common; a guaranty may appear at GAA or lease. Recorded as an open question and accountability signal — not an allegation.
The 2,000 jobs rest on federal shipbuilding demand the Company must win and retain (Coast Guard, Navy, DoD/DHS). Neither Triumph nor the City controls this — the single load-bearing dependency American Magic never had.
Where does the pending $14M Florida Commerce request sit inside the $22.28M City match?
Was the Term Sheet later executed, and when do the two required City Council approvals (GAA, then lease) occur?
The clawback trigger contains a genuine textual ambiguity — "fails to timely achieve BOTH Performance Metrics" — that materially affects when clawback bites. Flagged for a human reading of the executed instrument.
The binding record names "Project Maeve America, Inc., a Delaware corporation" as the Birdon/#367 contracting entity; the narrative record (the Port's own FY2025 AFR) names "Birdon America Inc." No document connects them and none contains a parent guaranty, so collectability of the proposed $76M clawback depends on an undocumented lineage. Entities deliberately not merged. [Dated append 2026-08-13, WO-011 — Birdon monitoring addendum 03 §4 / C-MAEV-new-6:] Both 2026-08-12 announcement-wave releases name "BIRDON AMERICA INC." as lessee/operator, while the Triumph clawback obligor of record remains Project Maeve America, Inc. (Delaware). Which entity signs the GAA? The ground lease? Guaranty from Birdon Pty Ltd? — unchanged question, now with the City publicly naming the OTHER entity. Escalating pattern: the closer to execution, the more consistently the public materials name Birdon America Inc. while the Delaware obligor sits in the Triumph paper. GAA signature page will resolve; capture on arrival.
Birdon's 2,000 jobs rest on Coast Guard/Navy shipbuilding volume the Company must win and retain; AMS's "5 wings/yr" implies a Spectre order book no public document shows. Neither Triumph nor the City controls either. First evidence arrived negative on the AMS side: Saildrone lost the Navy MUSV selection (~June 2026) and sued in the Court of Federal Claims — held open; a bid protest can succeed, and wing demand rides on ASW/endurance customers rather than the MUSV variant.
The application shows a $14M Florida Commerce request; the term sheet's Exhibit B shows a $22.28M City match labeled "EDA + JGGF + other grants." Whether the $14M sits inside that figure is unresolved in the papers (JGGF is a Commerce program). [Dated append 2026-08-13, WO-011 — Birdon monitoring addendum 03 §4 / C-MAEV-new-2:] The June 2026 stack projected "$14 million" from the Florida Job Growth Fund; the award presented 2026-08-12 is $9M. Gap = $5M: second tranche pending, scope trimmed, or projection revised — UNKNOWN. This partially resolves the "where" (the request sits in the JGGF channel), and opens the "why $9M." Monitor.
(QC-R04-2, Run 01 §5, sharpened by Addendum A.) Which berths/tracks does the rehabilitated rail/road serve, and do they serve the maritime-defense cluster tenants (Warehouse 10 / AMS / the prospective Birdon berths) or the bulk-cargo operation (Pate Stevedores / GE Vernova / Timab, per Run 03)? The HS002 scope names Berth 2 (cathodic) and the asphalt/aggregate/ concrete/block supply chains — which cuts AGAINST assuming cluster service (C-PRR-0009). Sharpened on the record: Shep Coggin (Port Commercial Development & Seaport Security Manager), to council: "This has nothing to do with American Magic" (C-PRR-0026) — the denial names American Magic only; the berth/track geography question is unanswered and now also covers whether rail serves the proposed Birdon/shipbuilding footprint, since the rail money and the $76M pitch moved through the same weeks (C-PRR-0027). GATES the uncounted-stack pattern promotion (two documented instances, distinct mechanisms, held at candidate).
Verified edges are supported by an executed document. Proposed and reported edges describe instruments that are drafted, approved-but-nonbinding, or stated publicly. Inferred edges are the project's own reading of the record, labeled as such.
Related decisions in the graph: American Magic (#315) (adjacent to, reported) · American Magic (#315) (candidate catalyst of, inferred) · UWF WAVE (#330) (teaming agreement with, reported) · all decisions → · Money · Questions · Evidence