Before the vote — Birdon / Project Maeve (#367)
What the record makes answerable before the grant agreement exists.
First published 2026-10-05. The record state below is as of 2026-10-05.
As of 2026-10-05, nothing in this project is binding: the term sheet the Triumph board approved on 2026-06-22 was executed on 2026-07-23, and by its own terms it is "intended for discussion and negotiation purposes only."
Only a definitive Grant Award Agreement, approved by the City and by Triumph's board and executed by both, would bind anyone.
The City's own release called the term-sheet approval "the second of three approvals," after the board approved the grant in January; next would come the grant agreement, then lease terms between the City and Birdon, "both of which require Pensacola City Council approval."
GAA #367 appears on neither Triumph agenda the corpus holds: the 2026-08-19 agenda and the DRAFT agenda for 2026-10-01.
At the 2026-08-19 meeting, Triumph staff "anticipated that the related agreement would appear on the next agenda"; the minutes, still in draft, do not name the instrument.
That next meeting's date, 2026-10-01, has passed; its final agenda and minutes, and the approved minutes of 2026-08-19, are not yet in the corpus (W-42, W-43).
The term sheet expires if no grant agreement is executed within twelve months of its date; the City may ask for one six-month extension, which the Triumph board may grant or deny "in its sole and absolute discretion."
What this page is
16 questions, each anchored to documents already in the public record, and each answerable by the text of the grant agreement, the Company's Performance Agreement and the ground lease once they exist.
None is rhetorical; several may have routine answers.
They are published before the vote because the baseline is already public — the term sheet records the parties' willingness to have a draft agreement "prepared on substantially the terms set forth herein" — and because the corpus holds an executed precedent, Project Titan's term sheets, grant agreement and five amendments, showing where terms like these have moved between term sheet and execution.
The term sheet quoted below is the board-approved text the corpus holds; the executed copy in the corpus is its signature page only.
The Atlas will record the answers, dated, when the instruments exist.
Questions are numbered on this page; they are not monitored-question IDs. Related monitored questions link to /questions/.
- I. Who signs, and what stands behind the obligation — 1 · 2 · 3
- II. What “2,000 jobs” will mean — 4 · 5 · 6 · 7 · 8
- III. Clocks, tests and valves — 9 · 10 · 11
- IV. The money, the lease and the record itself — 12 · 13 · 14 · 15 · 16
I. Who signs, and what stands behind the obligation
Which legal entity is “the Company” — and whose payroll counts as its jobs?
Which entity signs the Performance Agreement and the lease — and do the instruments count the payroll of any entity other than the signer, such as a parent or an affiliate?
The one instrument in the corpus that names the City's counterparty is the Exclusivity Agreement: "PROJECT MAEVE AMERICA, INC., a Delaware corporation." The copy held is unsigned, with its 2025 date blank.
The City's releases of 2026-06-22 and 2026-08-12 name "Birdon America Inc." — the June release as the company that would take "a long-term ground lease … for its use" — and so does the Port's FY2025 financial report.
No document in the corpus connects the two names, and the record does not merge them.
The term sheet and the Performance Agreement form leave "the Company" unnamed; the term sheet gives Triumph "the right to approve the selection of the Company."
The form has the Company represent that it is organized under the laws of a state left blank, and "duly qualified to do business in and is in good standing in the State of Florida."
Whose payroll counts turns on the same word: the term sheet counts an FTE job "with the Company," including "all labor employed by the Company" and "Company-appointed labor hire and subcontractors," and names no affiliate.
The American Magic precedent below shows why that wording is watched: its job metric names no employer, and a distinct corporation shares officers with the tenant.
A company release places that corporation at the same City-owned facility.
What stands behind the Company's clawback obligation?
Who signs the Performance Agreement, and does anything stand behind it — a parent guaranty, a letter of credit, or other security?
Under the term sheet, if the Performance Metrics are not achieved, the Company "shall upon written demand by Triumph be solely liable to repay to Triumph the Performance Metric Clawback Amount": $38,000 for each job short, with its liability capped at $76,000,000 plus interest and fees.
The term sheet calls the instrument that carries this a "Performance Guaranty Agreement," executed by the Company; the attached form has one signature block, the Company's.
Neither document contains a guaranty, letter of credit or other credit support from any other party, and the record's obligor analysis found none elsewhere.
In #120, the comparable term sheet was a "Clawback Guaranty Agreement" with the operating company, VT Mobile Aerospace Engineering, Inc., an Alabama corporation, which the executed agreement makes "solely liable to Triumph for all such clawback payments."
No guaranty from a parent company or any other party appears in the #120 grant agreement, its Performance Agreement, its term sheets or its five amendments.
The absence of a guaranty is a fact, not a flaw — a guaranty may appear at execution — but what stands behind a capped $76,000,000 obligation is a question the papers do not yet answer.
If the job metrics are missed, who repays whom — and what falls to the City?
Does the grant agreement keep the job clawback on the Company alone, as the term sheet does — and what share of enforcement costs, overruns or the Company's matching spend, if any, falls to the City?
The term sheet keeps two repayment paths apart: the Company repays Triumph for missed job metrics "pursuant to the Performance Agreement," while the City repays the grant funds it received, with interest, for a materially false certification or a material breach of its own obligations.
The City would still bear "fifty percent (50%) of Triumph's reasonable attorneys' fees and costs" in any enforcement against the Company, and cooperate with it.
If the project costs more than $275,000,000, "Grantee and Company shall be responsible for such excess."
In American Magic (#315) the executed agreement runs the other way: if its job metrics are missed, the City pays Triumph, and no City–BMQRA performance agreement, guaranty or side instrument for #315 is referenced by any source in the corpus.
In #120, the operating company is solely liable for job clawbacks and the City bears half of Triumph's enforcement fees; a 2026 amendment made the City's failure to "spend, or cause MRO Lessee to spend," all matching funds a material breach.
II. What “2,000 jobs” will mean
What will “2,000 jobs” mean in the binding text?
What count, geography and subcontractor rule does the grant agreement bind — and do the pitched tier averages appear anywhere in its enforceable text?
The number is 2,000 in the application, the company's release, the City's releases and the term sheet; the wording is not the same in any two.
The application pitched "≈2,000 jobs over 5 years" as direct jobs at the facility; Birdon's own release says the facility "will employ approximately 2,000 personnel"; the City's releases say 1,437 jobs at an average salary of $68,000 and 563 at $112,000.
The term sheet counts at least 2,000 Net New Jobs — full-time-equivalent jobs at the Facility or anywhere in eight counties, labor hire and subcontractors included — created by the earlier of five years after substantial completion or December 31, 2035, and maintained for seven of the following ten years.
The Mayor, on the record: "Not all two thousand will be on port."
Do jobs moved from outside Florida count as net new?
Does the grant agreement keep the Florida-only transfer exclusion — and if so, would positions moved from operations outside Florida count toward the 2,000?
The term sheet excludes jobs "moved from one business unit or location of a business or any of its affiliates or subsidiaries in Florida to another business unit or location of that business or any of its affiliates or subsidiaries in Florida," unless they are back-filled with net new-to-Florida jobs; it contains no exclusion for jobs moved from outside Florida.
Birdon's release lists its existing Waterways Commerce Cutter construction for the Coast Guard at Bayou La Batre, Alabama.
In #120 the executed Performance Agreement carries the same framing — "No Project Jobs may be transferred by VT from other parts of the State of Florida" — so jobs moved from Alabama are countable; recorded neutrally: standard Florida-statute framing (§288.106(2)(i) F.S. definition).
That framing was unchanged from #120's 2018 term sheets to execution.
What wage test binds, and on what base?
Which of the two wordings does the grant agreement carry, measured against which published base — and does either tier average appear?
Before any binding text, the record holds three wage figures: the application's "$80,000/yr = 140% of Escambia average" — and, in the same filing, $81,200 = 145% — and the City releases' tier averages of $68,000 and $112,000.
The term sheet counts a job only if it pays "a wage that is at or above 115% of the 2025 Escambia County, Florida, average wage (based on the Florida Department of Commerce 2025 incentive wage chart)."
The Performance Agreement form words it differently: a job that "has an average wage of not less than 115% of the 2025 State of Florida Incentives Average Wage Requirements … for the Escambia County, Florida area."
In #120 a promotional "average wage of nearly $50,000" became a binding $44,461 — an average across the jobs, not a minimum for each.
Does any instrument measure who is hired?
Does any instrument require the Company to report where its hires live — or how many come from Pensacola or Escambia County?
The paper that covered the Mayor's August 2026 workforce summit framed it around one question: how "Pensacola residents" can have "the best possible shot" at the jobs coming.
The City's economic development director, as quoted: "From the city's perspective, we don't make the hires, we don't train the individuals, and we don't have the funding programs to support development for those training programs."
The term sheet counts jobs at the Facility or anywhere in the eight Triumph Affected Counties, including labor hire and subcontractors, and contains no residency or local-hire term.
In #120, the executed Performance Agreement commits to training "up to 50 local resident candidates annually for 5 years" through an Aerospace Academy; whether that was performed is unverified.
What does the count measure, and does any instrument address automated work?
(a) Will the grant agreement keep the hours-based count and its payroll Back-up Data — and will any measure beyond the FTE count, such as payroll dollars or labor-hours, be reported? (b) Does any instrument address committed work performed by automated or robotic systems?
The term sheet's count is built from hours: "the total cumulative hours worked by all allowable jobs across a full calendar year," divided by 1,820 hours to give FTEs.
The Back-up Data Triumph may require includes "payroll ledgers and payroll reporting, internal labor hours reporting, state and federal payroll returns" and Form RT-6s.
Birdon states the facility's capacity in hours too: "more than three million production man-hours per year of additional capacity."
The application describes an IHMC partnership, RENEW (Robotic Enhancement for Nautical Engineering Workforce), as "an integrated suite of advanced shipyard worker-augmentation technologies."
Neither the term sheet nor the Performance Agreement form addresses work performed by automated or robotic systems.
III. Clocks, tests and valves
What starts the jobs clock, and how is the test applied?
What starts the clock in the grant agreement — the term sheet's earlier-of date with its 2035 outside limit, or a construction milestone that can move? And is the test applied each year, job by job, or once at the end, as an average?
The term sheet's Ramp-Up Deadline is "the earlier of (i) five (5) years after the date that the construction of the Facility has been substantially completed … or (ii) December 31, 2035."
Its second metric requires that "All of the 2,000 Net New Jobs shall have been maintained for at least seven (7) out of the ten (10) years after the Ramp-Up Deadline."
Each year the City's October 31 report must show the Company's progress, and a failure "to be making substantial progress" toward 2,000 is grounds to suspend or terminate the unfunded part of the grant.
Birdon expects to open the facility "as soon as the third quarter of 2027."
The term sheet's Construction Completion Deadline is May 1, 2029.
In #120, every jobs clock anchors to Hangar 4's date of beneficial occupancy; the 1,325-job figure was restated in the 2026 amendment while that anchor moved, carrying the test dates with it.
Between #120's 2018 term sheets and execution, annual tests of each job became end-of-period averages over the best seven of ten years, with surplus jobs banked.
What are the completion-deadline mechanics, and who controls extensions?
What deadlines does the grant agreement set, what follows from missing one, and who may extend them — at whose request, and before or after they pass?
The term sheet sets a Construction Completion Deadline of May 1, 2029, and a Project Completion Deadline at the earlier of ten years after the Ramp-Up Deadline or December 31, 2045.
Triumph may reject funding requests if completion by those deadlines is "objectively unlikely"; if the Project is abandoned or becomes infeasible, it may suspend and then terminate its obligations and demand back "all or a portion of the Grant previously received."
The term sheet contains no mechanism for extending either completion deadline.
In #120, missing the completion deadline without a written extension granted before it expired would end Triumph's obligation to make future disbursements; that deadline was extended twice, each time before it arrived.
The one #120 deadline that did lapse — design/build execution, June 30, 2024 — was cured by an amendment made effective two days earlier.
What can waive, reduce, extend or defer a clawback?
Which valves does the grant agreement carry — how many waiver grounds, any force-majeure clause and its triggers, including any labor-market or customer-loss trigger, and any compliance-plan step? If a labor-market trigger appears, would it reach a shortfall that follows a shift of work to automated systems (Question 8)?
The term sheet already carries one valve: Triumph "shall have the discretion to waive, reduce, extend, or defer any Performance Metric Clawback Amount" in its "sole and absolute discretion," on four grounds — an immaterial breach; negative economic conditions beyond the parties' control, shown by quantitative evidence; a good-faith effort; or a named hurricane or tropical storm, or specific acts of terrorism, shown by quantitative evidence.
It contains no force-majeure clause and no compliance-plan step.
#120 is recorded here as structure, not criticism: between its 2018 term sheets and execution, force-majeure triggers went from two to seven — adding "tight labor market affecting recruitment of new employees" and the loss of a major key account — sole-discretion waiver grounds went from three to five, including "demonstrated reasonable best efforts," and a Triumph-approved compliance plan came before any clawback.
IV. The money, the lease and the record itself
Who owes the private share of the $275 million — and which figure binds?
Which entity owes the private share, which figure does the grant agreement carry — $176,724,834 or $152 million — and where do the state and federal contributions sit?
The City's June release lists the project's expected contributions as "Triumph, the Florida Job Growth Fund ($14 million), U.S. Department of Commerce ($33 million), and Birdon ($152 million)."
The term sheet and the Performance Agreement form instead bind the Company to "not less than $176,724,834 in total Matching Funds," at least $31,724,834 of it toward the Facility, as "a legally enforceable commitment."
On 2026-08-12 the Governor presented a $9 million Job Growth Grant; how it relates to the June release's $14 million is not explained in the record.
The ground lease: who is the tenant, what may it do there, and does the clawback ride the lease?
Who is the tenant, what uses does the lease permit, what are its assignment and sublease rules — including for affiliates — and does it carry the clawback covenant and a right for Triumph to enforce it directly?
The City would keep ownership of the facilities as public infrastructure and enter "a long-term ground lease with Birdon America Inc. for its use."
The term sheet allows no disbursement until a lease of at least 25 years is in place "with a covenant that the Company must pay to Triumph any Performance Metric Clawback Amount"; Triumph reviews the lease, and if it neither approves nor disapproves within fifteen days, that "shall be deemed approval."
The term sheet does not name Triumph a third-party beneficiary of the lease.
#120's grant agreement required its lease to carry the clawback liability and to name Triumph third-party beneficiary with direct enforcement rights; that lease is not in the corpus (W-11).
In American Magic's lease, the permitted uses run wider than the project's public description, and any sublease or license to a third party needs the City's prior written consent — a clause read two ways as to affiliates.
Will the performance data be public?
Does the grant agreement designate the Back-up Data and performance metrics as public records — and if not, what job data will be public at all?
The term sheet entitles Triumph to Back-up Data — payroll ledgers, internal labor-hours reporting, payroll returns and Form RT-6s — within thirty days of a request.
It does not designate that data, or the performance metrics, as public records; its one mention of public records requires compliance "with all applicable laws regarding public records."
The Performance Agreement form excludes the Company's unaudited financial statements from Back-up Data.
#120's grant agreement deems "all Back-up Data … and performance metrics" public records under §119.011, Florida Statutes, which writes the public's access to that data into the instrument itself.
What changes between the term sheet and the grant agreement?
What changed between the term sheet and the grant agreement — in the definitions, the wage test, the deadlines, the valves, the grant amount or tranches, and the allocation of risk between the public and private parties?
The baseline is in the corpus: the board-approved term sheet, captured from Triumph's meeting documents, and the executed copy's signature page, dated 2026-07-23.
Its closing sentence records the parties' willingness "to proceed with having a draft grant award Agreement prepared on substantially the terms set forth herein."
In #120, between the 2018 term sheets and execution the grant rose from $56 million to $66 million, in tranches, while the jobs headline held and the testing machinery moved.
Will the executed instruments be published complete?
When the grant agreement, the Performance Agreement and the lease are executed, will fully executed counterparts — every signature, date and exhibit — be published?
Published instruments in the corpus have been missing signatures their own text calls for: the Port road-and-rail grant amendment, posted with its signature blocks blank; American Magic's lease First Amendment, posted signed for the tenant only after the Council authorized the Mayor "to finalize, execute, and administer" it; and two #120 amendments whose posted "fully executed" copies carry blank consent blocks for the company.
For Birdon itself, the Exclusivity Agreement in the corpus is an unsigned copy, and the executed term sheet is held only as its signature page.
The documented precedent — American Magic (#315)
Two monitored questions on the American Magic decision hold the precedent this page draws on. The facts they rest on:
Its Performance Metrics count New Jobs that "BMQRA will have created" — "a job at the Port of Pensacola" performed by "a full-time employee or a full-time equivalent employee" — and name no employer.
American Magic Services, Inc. is a Delaware corporation qualified in Florida, distinct from BMQRA per the state filings, and the two entities' filings show officers in common.
A company release places American Magic Services at the City-owned facility the City leases to BMQRA.
If those metrics are missed, the Grantee pays Triumph, and the Grantee is the City of Pensacola; no City–BMQRA performance agreement, guaranty or side instrument for #315 is referenced by any source in the corpus.
Both questions stay open there: Q-28 and Q-29. Q-28 Q-29
Method
Each question above cites public documents in the corpus.
Several may have routine answers: a project-specific contracting entity, with its parent named in narrative, is common, and a guaranty may appear at execution.
The #367 and #120 term sheets both already carry waiver grounds.
The Atlas does not predict the answers. It records them, dated, when they exist, against the questions as they stood before the vote.