Common use of Conditions to Triumph's Obligations to Disburse the Grant Clause in Contracts

Conditions to Triumph's Obligations to Disburse the Grant. Within forty-five (45) days of notification and receipt of an Application for Disbursement under Section 4.1 above that includes all required supporting documents, Triumph shall either approve or disapprove of the Application for Disbursement. If Triumph approves the Application for Disbursement, then it shall disburse the approved amount to WCSO within thirty (30) days after approval. If Triumph disapproves the Application for Disbursement, Triumph shall deliver a notice of disapproval within such forty-five (45) day period that states the reasons for such disapproval. If the stated reasons for disapproval can be cured by WCSO’s submittal of missing or corrective items, WCSO shall have thirty (30) days following receipt of the notice of disapproval to submit such missing or corrective items. If Triumph fails to notify WCSO of its disapproval of the Application for Disbursement within forty-five (45) days of receipt, such Application for Disbursement shall be deemed disapproved. Reasons for disapproving an Application for Disbursement must include one or more of the following: (a) Missing or incomplete documentation required under Section 4.1(b) above; (b) The Application for Disbursement seeks disbursement for more than the amounts actually invoiced by contractors, materialmen, or vendors under the Contracts; (c) The amount requested for disbursement under the Application for Disbursement, together with all amounts previously disbursed under the Grant, would exceed the $2,217,965 maximum amount of the Grant; (d) WCSO made a misrepresentation or omission of a material nature in the Grant Application, or any supplement or amendment to the Grant Application, or with respect to any document or data furnished with the Grant Application or pursuant to this Agreement; (e) There is any pending litigation with respect to the performance by WCSO of any of its duties or obligations which may jeopardize or materially and adversely affect the Project, this Agreement, or disbursement of the Grant; (f) WCSO has taken any action pertaining to the Project which, under this Agreement, requires the approval of Triumph, and WCSO failed to obtain such approval; (g) There has been a violation of Sections 9.1, 9.4, and/or 9.5 of this Agreement; (h) WCSO is in material violation, default, or breach of or under any provision of this Agreement; (i) WCSO is in breach of any material representation or warranty contained in this Agreement; (j) Any federal, state, or local agency (including WCSO) providing financial assistance to the Project has revoked, suspended, or terminated that financial assistance to the Project, including, but not limited to, the Matching Funds (as defined in Section 5.2 below); (k) The Matching Funds are not being used for the intended purposes and in the amount and at the times as set forth in a schedule of expenses approved by Triumph; (l) With respect to previous disbursements of the Grant, WCSO has failed to pay, or has failed to provide Triumph with evidence of payment of, the Grant for the purposes of such disbursement; (m) Prior to the Completion Deadline (as defined in Section 5.1 below), WCSO has abandoned or discontinued the Project, or for any reason the commencement, prosecution, or timely completion of the Project by WCSO is rendered improbable, infeasible, impossible, or illegal; (n) All or any portion of the requested disbursement includes disbursement for improvements that are outside the scope of the Project that is contemplated under the Budget (as defined below); (o) One or more of the Contracts previously approved or deemed approved by Triumph have been modified, amended, or terminated without the actual or deemed prior consent or approval of Triumph; provided, however, that any change order under $10,000 shall not be subject to approval under the Agreement; or (p) WCSO shall have failed to perform its obligations under Section 5.12 below with respect to Business Community Involvement, and/or shall have failed to provide Triumph with satisfactory evidence of compliance with such obligations.

Conditions to Triumph's Obligations to Disburse the Grant. Within forty-five (45) days of notification and receipt of an Application for Disbursement under Section 4.1 above that includes all required supporting documentsabove, Triumph shall either approve or disapprove of the Application for DisbursementDisbursement in a written notice to SRC. If Triumph approves the Application for Disbursement, then it shall disburse the approved amount to WCSO SRC within thirty (30) days after delivery of the notice of approval. If Triumph disapproves the Application for Disbursement, Triumph shall deliver a state in the notice of disapproval within such forty-five (45) day period that states the reasons for such disapproval. If the stated reasons for disapproval can be cured by WCSOSRC’s submittal of missing or corrective items, WCSO SRC shall have thirty (30) days following receipt of the notice of disapproval to submit such missing or corrective items. If Triumph fails to notify WCSO of its disapproval approve or disapprove of the Application for Disbursement within forty-five (45) days of receipt, such Application for Disbursement shall be deemed disapproved. Reasons for disapproving an Application for Disbursement must include one or more of the following: (a) Missing or incomplete documentation required under Section 4.1(b) above; (b) The Application for Disbursement seeks disbursement for more than 82.6% of the amounts actually invoiced by contractors, materialmen, or vendors under the Contracts; (c) The amount requested for disbursement under the Application for Disbursement, together with all amounts previously disbursed under the Grant, would exceed the $2,217,965 8,523,655.00 maximum amount of the Grant; (d) WCSO SRC made a misrepresentation or omission of a material nature in the Grant Application, or any supplement or amendment to the Grant Application, or with respect to any document or data furnished with the Grant Application or pursuant to this Agreement; (e) There is any pending litigation with respect to the performance by WCSO SRC of any of its duties or obligations which may jeopardize or materially and adversely affect the Project, this Agreement, or disbursement of the Grant; (f) WCSO SRC has taken any action pertaining to the Project which, under this Agreement, requires the approval of Triumph, and WCSO SRC failed to obtain such approval; (g) There has been a violation of Sections 9.1, 9.4, and/or 9.5 of this Agreement; (h) WCSO SRC is in material violation, default, or breach of or under any provision of this Agreement; (i) WCSO SRC is in breach of any material representation or warranty contained in this Agreement; (j) Any federal, state, or local agency (including WCSOSRC) providing financial assistance to the Project has revoked, suspended, or terminated that financial assistance to the Project, including, but not limited to, the Matching Funds (as defined in Section 5.2 below)Funds; (k) The Matching Funds are not being used for the intended purposes and in the amount and at the times as set forth in a schedule of expenses approved by Triumph; (l) With respect to previous disbursements of the GrantGrant and payments under Contracts, WCSO SRC has failed to pay, or has failed to provide Triumph with evidence of payment of, the Grant for Cash Portion of the purposes Matching Funds (17.4%) toward completion of such disbursementthe Project; (ml) Prior to the Completion Deadline (as defined in Section 5.1 below), WCSO SRC has abandoned or discontinued the Project, or for any reason the commencement, prosecution, or timely completion of the Project by WCSO SRC is rendered improbable, infeasible, impossible, or illegal; (nm) All or any portion of the requested disbursement includes disbursement for improvements that are outside the scope of the Project that is contemplated under the Budget (as defined below);; or (on) One or more of the Contracts previously approved or deemed approved by Triumph have been modified, amended, or terminated without the actual or deemed prior consent or approval of Triumph; provided, however, that any change order under $10,000 25,000 shall not be subject to approval under the this Agreement; or (p) WCSO shall have failed to perform its obligations under Section 5.12 below with respect to Business Community Involvement, and/or shall have failed to provide Triumph with satisfactory evidence of compliance with such obligations.

Conditions to Triumph's Obligations to Disburse the Grant. Within forty-five (45) days of notification and receipt of an Application for Disbursement under Section 4.1 above that includes all required supporting documentsabove, Triumph shall either approve or disapprove of the Application for DisbursementDisbursement in a written notice to FCSB. If Triumph approves the Application for Disbursement, then it shall disburse the approved amount to WCSO FCSB within thirty (30) days after delivery of the notice of approval. If Triumph disapproves the Application for Disbursement, Triumph shall deliver a state in the notice of disapproval within such forty-five (45) day period that states the reasons for such disapproval. If the stated reasons for disapproval can be cured by WCSOFCSB’s submittal of missing or corrective items, WCSO FCSB shall have thirty (30) days following receipt of the notice of disapproval to submit such missing or corrective items. If Triumph fails to notify WCSO of its disapproval approve or disapprove of the Application for Disbursement within forty-five (45) days of receipt, such Application for Disbursement shall be deemed disapproved. Reasons for disapproving an Application for Disbursement must include one or more of the following: (a) Missing or incomplete documentation required under Section 4.1(b) above; (b) The Application for Disbursement seeks disbursement for more than the amounts actually invoiced by contractors, materialmen, or vendors under the Contracts; (c) The amount requested for disbursement under the Application for Disbursement, together with all amounts previously disbursed under the Grant, would exceed the $2,217,965 2,327,322 maximum amount of the Grant; (d) WCSO FCSB made a misrepresentation or omission of a material nature in the Grant Application, or any supplement or amendment to the Grant Application, or with respect to any document or data furnished with the Grant Application or pursuant to this Agreement; (e) There is any pending litigation with respect to the performance by WCSO FCSB of any of its duties or obligations which may jeopardize or materially and adversely affect the Project, this Agreement, or disbursement of the Grant; (f) WCSO FCSB has taken any action pertaining to the Project which, under this Agreement, requires the approval of Triumph, and WCSO FCSB failed to obtain such approval; (g) There has been a violation of Sections 9.1, 9.4, and/or 9.5 of this Agreement; (h) WCSO FCSB is in material violation, default, or breach of or under any provision of this Agreement; (i) WCSO FCSB is in breach of any material representation or warranty contained in this Agreement; (j) Any federal, state, or local agency (including WCSOFCSB) providing financial assistance to the Project has revoked, suspended, or terminated that financial assistance to the Project, including, but not limited to, the Matching Funds (as defined in Section 5.2 below); (k) The Matching Funds are not being used for the intended purposes and in the amount and at the times as set forth in a schedule of expenses approved by Triumph; (l) With respect to previous disbursements of the Grant, WCSO FCSB has failed to pay, or has failed to provide Triumph with evidence of payment of, the Grant for the purposes of such disbursement; (m) Prior to the Completion Deadline (as defined in Section 5.1 below), WCSO FCSB has abandoned or discontinued the Project, or for any reason the commencement, prosecution, or timely completion of the Project by WCSO FCSB is rendered improbable, infeasible, impossible, or illegal; (n) All or any portion of the requested disbursement includes disbursement for improvements that are outside the scope of the Project that is contemplated under the Budget (as defined below); (o) One or more of the Contracts previously approved or deemed approved by Triumph have been modified, amended, or terminated without the actual or deemed prior consent or approval of Triumph; provided, however, that any change order under $10,000 5,000 shall not be subject to approval under the Agreement; or (p) WCSO FCSB shall have failed to perform its obligations under make reasonable good faith efforts to obtain Business Donations in accordance with Section 5.12 below with respect to Business Community Involvementbelow, and/or shall have failed to provide Triumph with satisfactory evidence of compliance such efforts. Such evidence shall include a spreadsheet listing the Business Donations, the donors, and FCSB’s determination of the fair market value of the Business Donations, together with the latest sample form of letter or other communication requesting such obligationsBusiness Donations.

Conditions to Triumph's Obligations to Disburse the Grant. Within forty-five (45) days of notification and receipt of an Application for Disbursement under Section 4.1 above that includes all required supporting documentsabove, Triumph shall either approve or disapprove of the Application for DisbursementDisbursement in a written notice to SBEC. If Triumph approves the Application for Disbursement, then it shall disburse the approved amount to WCSO SBEC within thirty (30) days after delivery of the notice of approval. If Triumph disapproves the Application for Disbursement, Triumph shall deliver a state in the notice of disapproval within such forty-five (45) day period that states the reasons for such disapproval. If the stated reasons for disapproval can be cured by WCSOSBEC’s submittal of missing or corrective items, WCSO SBEC shall have thirty (30) days following receipt of the notice of disapproval to submit such missing or corrective items. If Triumph fails to notify WCSO of its disapproval approve or disapprove of the Application for Disbursement within forty-five (45) days of receipt, such Application for Disbursement shall be deemed disapproved. SBEC shall have the right to request in writing the reasons for disapproval and, upon receipt of such reasons, SBEC shall have thirty (30) days to remedy such reasons. Reasons for disapproving an Application for Disbursement must include one or more of the following: (a) Missing or incomplete documentation required under Section 4.1(b) 4.1 above; (b) The Application for Disbursement seeks disbursement for more than the amounts actually invoiced by contractors, materialmen, or vendors under the Contracts; (c) The amount requested for disbursement under the Application for Disbursement, together with all amounts previously disbursed under the Grant, would exceed the $2,217,965 2,329,302.74 maximum amount of the Grant; (d) WCSO SBEC made a misrepresentation or omission of a material nature in the Grant Application, or any supplement or amendment to the Grant Application, or with respect to any document or data furnished with the Grant Application or pursuant to this Agreement; (e) There is any pending litigation with respect to the performance by WCSO SBEC of any of its duties or obligations which may jeopardize or materially and adversely affect the Project, this Agreement, or disbursement of the Grant; (f) WCSO SBEC has taken any action pertaining to the Project which, under this Agreement, requires the approval of Triumph, and WCSO SBEC failed to obtain such approval; (g) There has been a violation of Sections 9.1, 9.4, and/or 9.5 of this Agreement; (h) WCSO SBEC is in material violation, default, or breach of or under any provision of this Agreement; (i) WCSO SBEC is in breach of any material representation or warranty contained in this Agreement; (j) Any federal, state, or local agency source providing the Matching Funds (including WCSOas defined below) providing financial assistance to the Project has revoked, suspended, or terminated that financial assistance its offer or obligation to the Project, including, but not limited to, the provide such Matching Funds (as defined in Section 5.2 below)Funds; (k) The Matching Funds are not being used for the intended purposes and in the amount and at the times as set forth in a schedule of expenses approved by Triumph; (l) With respect to previous disbursements of the Grant, WCSO SBEC has failed to pay, or has failed to provide Triumph with evidence of payment of, the Grant for the purposes of such disbursement; (m) Prior to the Completion Deadline (as defined in Section 5.1 below), WCSO SBEC has abandoned or discontinued the Project, or for any reason the commencement, prosecution, or timely completion of the Project by WCSO SBEC is rendered improbable, infeasible, impossible, or illegal; (n) All or any portion of the requested disbursement includes disbursement for improvements that are outside the scope of the Project that is contemplated under the Budget (as defined below);Budget; or (o) One or more of the Contracts previously approved or deemed approved by Triumph have been modified, amended, or terminated without the actual or deemed prior consent or approval of Triumph; provided, however, that any change order under $10,000 shall not be subject to approval under the Agreement; or (p) WCSO SBEC shall have failed to perform its obligations under make reasonable good faith efforts to obtain Business Donations in accordance with Section 5.12 below with respect to Business Community Involvementbelow, and/or shall have failed to provide Triumph with satisfactory evidence of compliance such efforts. Such evidence shall include a spreadsheet listing the Business Donations, the donors, and SBEC’s determination of the fair market value of the Business Donations, together with the latest sample form of letter or other communication requesting such obligationsBusiness Donations.

Conditions to Triumph's Obligations to Disburse the Grant. Within forty-five (45) days of notification and receipt of an Application for Disbursement under Section 4.1 above that includes all required supporting documentsabove, Triumph shall either approve or disapprove of the Application for DisbursementDisbursement in a written notice to GCSD. If Triumph approves the Application for Disbursement, then it shall disburse the approved amount to WCSO GCSD within thirty (30) days after delivery of the notice of approval. If Triumph disapproves the Application for Disbursement, Triumph shall deliver a state in the notice of disapproval within such forty-five (45) day period that states the reasons for such disapproval. If the stated reasons for disapproval can be cured by WCSOGCSD’s submittal of missing or corrective items, WCSO GCSD shall have thirty (30) days following receipt of the notice of disapproval to submit such missing or corrective items. If Triumph fails to notify WCSO of its disapproval approve or disapprove of the Application for Disbursement within forty-five (45) days of receipt, such Application for Disbursement shall be deemed disapproved. Reasons for disapproving an Application for Disbursement must include one or more of the following: (a) Missing or incomplete documentation required under Section 4.1(b) above; (b) The Application for Disbursement seeks disbursement for more than the amounts actually invoiced by contractors, materialmen, or vendors under the Contracts; (c) The amount requested for disbursement under the Application for Disbursement, together with all amounts previously disbursed under the Grant, would exceed the $2,217,965 125,000 maximum amount of the Grant; (d) WCSO GCSD made a misrepresentation or omission of a material nature in the Grant Application, or any supplement or amendment to the Grant Application, or with respect to any document or data furnished with the Grant Application or pursuant to this Agreement; (e) There is any pending litigation with respect to the performance by WCSO GCSD of any of its duties or obligations which may jeopardize or materially and adversely affect the Project, this Agreement, or disbursement of the Grant; (f) WCSO GCSD has taken any action pertaining to the Project which, under this Agreement, requires the approval of Triumph, and WCSO GCSD failed to obtain such approval; (g) There has been a violation of Sections 9.1, 9.4, and/or 9.5 of this Agreement; (h) WCSO GCSD is in material violation, default, or breach of or under any provision of this Agreement; (i) WCSO GCSD is in breach of any material representation or warranty contained in this Agreement; (j) Any federal, state, or local agency (including WCSOGCSD) providing financial assistance to the Project has revoked, suspended, or terminated that financial assistance to the Project, including, but not limited to, the Matching Funds (as defined in Section 5.2 below); (k) The Matching Funds are not being used for the intended purposes and in the amount and at the times as set forth in a schedule of expenses approved by Triumph; (l) With respect to previous disbursements of the Grant, WCSO GCSD has failed to pay, or has failed to provide Triumph with evidence of payment of, the Grant for the purposes of such disbursement; (m) Prior to the Completion Deadline (as defined in Section 5.1 below), WCSO GCSD has abandoned or discontinued the Project, or for any reason the commencement, prosecution, or timely completion of the Project by WCSO GCSD is rendered improbable, infeasible, impossible, or illegal; (n) All or any portion of the requested disbursement includes disbursement for improvements that are outside the scope of the Project that is contemplated under the Budget (as defined below);; or (o) One or more of the Contracts previously approved or deemed approved by Triumph have been modified, amended, or terminated without the actual or deemed prior consent or approval of Triumph; provided, however, that any change order under $10,000 shall not be subject to approval under the Agreement; or (p) WCSO GCSD shall have failed to perform its obligations under make reasonable good faith efforts to obtain Business Donations in accordance with Section 5.12 below with respect to Business Community Involvementbelow, and/or shall have failed to provide Triumph with satisfactory evidence of compliance such efforts. Such evidence shall include a spreadsheet listing the Business Donations, the donors, and GCSD’s determination of the fair market value of the Business Donations, together with the latest sample form of letter or other communication requesting such obligationsBusiness Donations.

Conditions to Triumph's Obligations to Disburse the Grant. Within forty-five (45) days of notification and receipt of an Application for Disbursement under Section 4.1 above that includes all required supporting documentsReimbursement, Triumph shall either approve or disapprove of the Application for DisbursementReimbursement in a written notice to Okaloosa County. The total estimate of the amount necessary to complete the Project is $2,760,000, of which Triumph will fund a maximum amount of $1,500,000 (54.3% of $2,760,000) and the County will fund $1,260,000 (45.7% of $2,760,00). If Triumph approves the Application for DisbursementReimbursement, then it shall disburse the approved amount to WCSO Okaloosa County within thirty (30) days after delivery of the notice of approval. If Triumph disapproves the Application for DisbursementReimbursement, Triumph shall deliver a state in the notice of disapproval within such forty-five (45) day period that states the reasons for such disapproval. If the stated reasons for disapproval can be cured by WCSOOkaloosa County’s submittal of missing or corrective items, WCSO Okaloosa County shall have thirty (30) days following receipt of the notice of disapproval to submit such missing or corrective items. If Triumph fails to notify WCSO of its disapproval approve or disapprove of the Application for Disbursement Reimbursement within forty-five (45) days of receipt, such Application for Disbursement Reimbursement shall be deemed disapproved. Reasons for disapproving an Application for Disbursement Reimbursement must include one or more of the following: (a) Missing or incomplete documentation required under Section 4.1(b4.1(i)-(iv) above; (b) The Application for Disbursement Reimbursement seeks disbursement reimbursement for more than 54.3% of the amounts actually invoiced by paid to contractors, materialmen, or vendors under the ContractsContracts or, in the case of Okaloosa County furnishing its own manpower and equipment, documentation evidencing the actual cost of such manpower and equipment ; (c) The amount requested for disbursement under the Application for DisbursementReimbursement, together with all amounts previously disbursed under the Grant, would exceed the $2,217,965 1,500,000.00 maximum amount of the Grant; (d) WCSO Okaloosa County made a misrepresentation or omission of a material nature in the Grant Application, or any supplement or amendment to the Grant Application, or with respect to any document or data furnished with the Grant Application or pursuant to this Agreement; (e) There is any pending litigation with respect to the performance by WCSO Okaloosa County of any of its duties or obligations which may jeopardize or materially and adversely affect the Project, this Agreement, or disbursement of the Grant; (f) WCSO Okaloosa County has taken any action pertaining to the Project which, under this Agreement, requires the approval of Triumph, and WCSO Okaloosa County failed to obtain such approval; (g) There has been a violation of Sections 9.1, 9.4, and/or 9.5 the prohibited interests provisions of this Agreement; (h) WCSO is in material violation, default, or breach of or under any provision of this Agreement; (i) WCSO is in breach of any material representation or warranty contained in this Agreement; (j) Any federal, state, or local agency (including WCSO) providing financial assistance to the Project has revoked, suspended, or terminated that financial assistance to the Project, including, but not limited to, the Matching Funds (as defined in Section 5.2 below); (k) The Matching Funds are not being used for the intended purposes and in the amount and at the times as set forth in a schedule of expenses approved by Triumph; (l) With respect to previous disbursements of the Grant, WCSO has failed to pay, or has failed to provide Triumph with evidence of payment of, the Grant for the purposes of such disbursement; (m) Prior to the Completion Deadline (as defined in Section 5.1 below), WCSO has abandoned or discontinued the Project, or for any reason the commencement, prosecution, or timely completion of the Project by WCSO is rendered improbable, infeasible, impossible, or illegal; (n) All or any portion of the requested disbursement includes disbursement for improvements that are outside the scope of the Project that is contemplated under the Budget (as defined below); (o) One or more of the Contracts previously approved or deemed approved by Triumph have been modified, amended, or terminated without the actual or deemed prior consent or approval of Triumph; provided, however, that any change order under $10,000 shall not be subject to approval under the Agreement; or (p) WCSO shall have failed to perform its obligations under Section 5.12 below with respect to Business Community Involvement, and/or shall have failed to provide Triumph with satisfactory evidence of compliance with such obligations.Section

Conditions to Triumph's Obligations to Disburse the Grant. Within forty-five (45) days of notification and receipt of an Application for Disbursement under Section 4.1 above that includes all required supporting documentsabove, Triumph shall either approve or disapprove of the Application for DisbursementDisbursement in a written notice to GCSD. If Triumph approves the Application for Disbursement, then it shall disburse the approved amount to WCSO GCSD within thirty (30) days after delivery of the notice of approval. If Triumph disapproves the Application for Disbursement, Triumph shall deliver a state in the notice of disapproval within such forty-five (45) day period that states the reasons for such disapproval. If the stated reasons for disapproval can be cured by WCSOGCSD’s submittal of missing or corrective items, WCSO GCSD shall have thirty (30) days following receipt of the notice of disapproval to submit such missing or corrective items. If Triumph fails to notify WCSO of its disapproval approve or disapprove of the Application for Disbursement within forty-five (45) days of receipt, such Application for Disbursement shall be deemed disapproved. Reasons for disapproving an Application for Disbursement must include one or more of the following: (a) Missing or incomplete documentation required under Section 4.1(b) above; (b) The Application for Disbursement seeks disbursement for more than the amounts actually invoiced by contractors, materialmen, or vendors under the Contracts; (c) The amount requested for disbursement under the Application for Disbursement, together with all amounts previously disbursed under the Grant, would exceed the $2,217,965 250,000 maximum amount of the Grant; (d) WCSO GCSD made a misrepresentation or omission of a material nature in the Grant Application, or any supplement or amendment to the Grant Application, or with respect to any document or data furnished with the Grant Application or pursuant to this Agreement; (e) There is any pending litigation with respect to the performance by WCSO GCSD of any of its duties or obligations which may jeopardize or materially and adversely affect the Project, this Agreement, or disbursement of the Grant; (f) WCSO GCSD has taken any action pertaining to the Project which, under this Agreement, requires the approval of Triumph, and WCSO GCSD failed to obtain such approval; (g) There has been a violation of Sections 9.1, 9.4, and/or 9.5 of this Agreement; (h) WCSO GCSD is in material violation, default, or breach of or under any provision of this Agreement; (i) WCSO GCSD is in breach of any material representation or warranty contained in this Agreement; (j) Any federal, state, or local agency (including WCSOGCSD) providing financial assistance to the Project has revoked, suspended, or terminated that financial assistance to the Project, including, but not limited to, the Matching Funds (as defined in Section 5.2 below); (k) The Matching Funds are not being used for the intended purposes and in the amount and at the times as set forth in a schedule of expenses approved by Triumph; (l) With respect to previous disbursements of the Grant, WCSO GCSD has failed to pay, or has failed to provide Triumph with evidence of payment of, the Grant for the purposes of such disbursement; (m) Prior to the Completion Deadline (as defined in Section 5.1 below), WCSO GCSD has abandoned or discontinued the Project, or for any reason the commencement, prosecution, or timely completion of the Project by WCSO GCSD is rendered improbable, infeasible, impossible, or illegal; (n) All or any portion of the requested disbursement includes disbursement for improvements that are outside the scope of the Project that is contemplated under the Budget (as defined below);; or (o) One or more of the Contracts previously approved or deemed approved by Triumph have been modified, amended, or terminated without the actual or deemed prior consent or approval of Triumph; provided, however, that any change order under $10,000 shall not be subject to approval under the Agreement; or (p) WCSO GCSD shall have annually failed to perform its obligations under make reasonable good faith efforts to obtain Business Donations in accordance with Section 5.12 below with respect to Business Community Involvementbelow, and/or shall have failed to provide Triumph with satisfactory evidence of compliance such efforts. Such evidence shall include a spreadsheet listing the Business Donations, the donors, and GCSD’s determination of the fair market value of the Business Donations, together with the latest sample form of letter or other communication requesting such obligationsBusiness Donations.

Conditions to Triumph's Obligations to Disburse the Grant. Within forty-five (45) days of notification and receipt of an Application a Request for Disbursement under Section 4.1 above that includes all required supporting documents3.1(b)(ii) above, Triumph shall either approve or disapprove of the Application Request for DisbursementDisbursement in a written notice to WCSB. If Triumph approves the Application Request for Disbursement, then it shall disburse the approved amount to WCSO WCSB within thirty (30) days after delivery of the notice of approval. If Triumph disapproves the Application Request for Disbursement, Triumph shall deliver a state in the notice of disapproval within such forty-five (45) day period that states the reasons for such disapproval. If the stated reasons for disapproval can be cured by WCSOWCSB’s submittal of missing or corrective items, WCSO WCSB shall have thirty (30) days following receipt of the notice of disapproval to submit such missing or corrective items. If Triumph fails to notify WCSO of its disapproval approve or disapprove of the Application Request for Disbursement within forty-five (45) days of receipt, such Application Request for Disbursement shall be deemed disapproved. Reasons for disapproving an Application for Disbursement must include one or more of the following:. (a) Missing or incomplete documentation required under Section 4.1(b3.1(b)(ii)(A)- (C) above; (b) The Application Request for Disbursement seeks disbursement for more than the amounts actually invoiced by contractors, materialmen, or vendors under the Contracts; (c) The amount requested for disbursement under the Application Request for Disbursement, together with all amounts previously disbursed under the Grant, would exceed the $2,217,965 3,926,867 maximum amount of the Grant; (d) WCSO WCSB made a misrepresentation or omission of a material nature in the Grant Application, or any supplement or amendment to the Grant Application, or with respect to any document or data furnished with the Grant Application or pursuant to this Agreement; (e) There is any pending litigation with respect to the performance by WCSO WCSB of any of its duties or obligations which may jeopardize or materially and adversely affect the Project, this Agreement, or disbursement of the Grant; (f) WCSO WCSB has taken any action pertaining to the Project which, under this Agreement, requires the approval of Triumph, and WCSO WCSB failed to obtain such approval; (g) There has been a violation of Sections 9.1, 9.4, and/or 9.5 the prohibited interests provisions of this Agreement; (h) WCSO is in material violation, default, or breach of or under any provision of this Agreement; (i) WCSO is in breach of any material representation or warranty contained in this Agreement; (j) Any federal, state, or local agency (including WCSO) providing financial assistance to the Project has revoked, suspended, or terminated that financial assistance to the Project, including, but not limited to, the Matching Funds (as defined in Section 5.2 below); (k) The Matching Funds are not being used for the intended purposes and in the amount and at the times as set forth in a schedule of expenses approved by Triumph; (l) With respect to previous disbursements of the Grant, WCSO has failed to pay, or has failed to provide Triumph with evidence of payment of, the Grant for the purposes of such disbursement; (m) Prior to the Completion Deadline (as defined in Section 5.1 below), WCSO has abandoned or discontinued the Project, or for any reason the commencement, prosecution, or timely completion of the Project by WCSO is rendered improbable, infeasible, impossible, or illegal; (n) All or any portion of the requested disbursement includes disbursement for improvements that are outside the scope of the Project that is contemplated under the Budget (as defined below); (o) One or more of the Contracts previously approved or deemed approved by Triumph have been modified, amended, or terminated without the actual or deemed prior consent or approval of Triumph; provided, however, that any change order under $10,000 shall not be subject to approval under the Agreement; or (p) WCSO shall have failed to perform its obligations under Section 5.12 below with respect to Business Community Involvement, and/or shall have failed to provide Triumph with satisfactory evidence of compliance with such obligations.Section

Conditions to Triumph's Obligations to Disburse the Grant. Within forty-five (45) days of notification and receipt of an Application for Disbursement under Section 4.1 above that includes all required supporting documentsabove, Triumph shall either approve or disapprove of the Application for DisbursementDisbursement in a written notice to GCSD. If Triumph approves the Application for Disbursement, then it shall disburse the approved amount to WCSO GCSD within thirty (30) days after delivery of the notice of approval. If Triumph disapproves the Application for Disbursement, Triumph shall deliver a state in the notice of disapproval within such forty-five (45) day period that states the reasons for such disapproval. If the stated reasons for disapproval can be cured by WCSOGCSD’s submittal of missing or corrective items, WCSO GCSD shall have thirty (30) days following receipt of the notice of disapproval to submit such missing or corrective items. If Triumph fails to notify WCSO of its disapproval approve or disapprove of the Application for Disbursement within forty-five (45) days of receipt, such Application for Disbursement shall be deemed disapproved. Reasons for disapproving an Application for Disbursement must include one or more of the following: (a) Missing or incomplete documentation required under Section 4.1(b) above; (b) The Application for Disbursement seeks disbursement for more than the amounts actually invoiced by contractors, materialmen, or vendors under the Contracts; (c) The amount requested for disbursement under the Application for Disbursement, together with all amounts previously disbursed under the Grant, would exceed the $2,217,965 125,000 maximum amount of the Grant; (d) WCSO GCSD made a misrepresentation or omission of a material nature in the Grant Application, or any supplement or amendment to the Grant Application, or with respect to any document or data furnished with the Grant Application or pursuant to this Agreement; (e) There is any pending litigation with respect to the performance by WCSO GCSD of any of its duties or obligations which may jeopardize or materially and adversely affect the Project, this Agreement, or disbursement of the Grant; (f) WCSO GCSD has taken any action pertaining to the Project which, under this Agreement, requires the approval of Triumph, and WCSO GCSD failed to obtain such approval; (g) There has been a violation of Sections 9.1, 9.4, and/or 9.5 of this Agreement; (h) WCSO GCSD is in material violation, default, or breach of or under any provision of this Agreement; (i) WCSO GCSD is in breach of any material representation or warranty contained in this Agreement; (j) Any federal, state, or local agency (including WCSOGCSD) providing financial assistance to the Project has revoked, suspended, or terminated that financial assistance to the Project, including, but not limited to, the Matching Funds (as defined in Section 5.2 below); (k) The Matching Funds are not being used for the intended purposes and in the amount and at the times as set forth in a schedule of expenses approved by Triumph; (l) With respect to previous disbursements of the Grant, WCSO GCSD has failed to pay, or has failed to provide Triumph with evidence of payment of, the Grant for the purposes of such disbursement; (m) Prior to the Completion Deadline (as defined in Section 5.1 below), WCSO GCSD has abandoned or discontinued the Project, or for any reason the commencement, prosecution, or timely completion of the Project by WCSO GCSD is rendered improbable, infeasible, impossible, or illegal; (n) All or any portion of the requested disbursement includes disbursement for improvements that are outside the scope of the Project that is contemplated under the Budget (as defined below);; or (o) One or more of the Contracts previously approved or deemed approved by Triumph have been modified, amended, or terminated without the actual or deemed prior consent or approval of Triumph; provided, however, that any change order under $10,000 shall not be subject to approval under the Agreement; or (p) WCSO GCSD shall have annually failed to perform its obligations under make reasonable good faith efforts to obtain Business Donations in accordance with Section 5.12 below with respect to Business Community Involvementbelow, and/or shall have failed to provide Triumph with satisfactory evidence of compliance such efforts. Such evidence shall include a spreadsheet listing the Business Donations, the donors, and GCSD’s determination of the fair market value of the Business Donations, together with the latest sample form of letter or other communication requesting such obligationsBusiness Donations.

Conditions to Triumph's Obligations to Disburse the Grant. Within forty-five (45) days of notification and receipt of an Application for Disbursement under Section 4.1 above that includes all required supporting documentsabove, Triumph shall either approve or disapprove of the Application for DisbursementDisbursement in a written notice to GCSD. If Triumph approves the Application for Disbursement, then it shall disburse the approved amount to WCSO GCSD within thirty (30) days after delivery of the notice of approval. If Triumph disapproves the Application for Disbursement, Triumph shall deliver a state in the notice of disapproval within such forty-five (45) day period that states the reasons for such disapproval. If the stated reasons for disapproval can be cured by WCSOGCSD’s submittal of missing or corrective items, WCSO GCSD shall have thirty (30) days following receipt of the notice of disapproval to submit such missing or corrective items. If Triumph fails to notify WCSO of its disapproval approve or disapprove of the Application for Disbursement within forty-five (45) days of receipt, such Application for Disbursement shall be deemed disapproved. Reasons for disapproving an Application for Disbursement must include one or more of the following: (a) Missing or incomplete documentation required under Section 4.1(b) above; (b) The Application for Disbursement seeks disbursement for more than the amounts actually invoiced by contractors, materialmen, or vendors under the Contracts; (c) The amount requested for disbursement under the Application for Disbursement, together with all amounts previously disbursed under the Grant, would exceed the $2,217,965 750,000 maximum amount of the Grant; (d) WCSO GCSD made a misrepresentation or omission of a material nature in the Grant Application, or any supplement or amendment to the Grant Application, or with respect to any document or data furnished with the Grant Application or pursuant to this Agreement; (e) There is any pending litigation with respect to the performance by WCSO GCSD of any of its duties or obligations which may jeopardize or materially and adversely affect the Project, this Agreement, or disbursement of the Grant; (f) WCSO GCSD has taken any action pertaining to the Project which, under this Agreement, requires the approval of Triumph, and WCSO GCSD failed to obtain such approval; (g) There has been a violation of Sections 9.1, 9.4, and/or 9.5 of this Agreement; (h) WCSO GCSD is in material violation, default, or breach of or under any provision of this Agreement; (i) WCSO GCSD is in breach of any material representation or warranty contained in this Agreement; (j) Any federal, state, or local agency (including WCSOGCSD) providing financial assistance to the Project has revoked, suspended, or terminated that financial assistance to the Project, including, but not limited to, the Matching Funds (as defined in Section 5.2 below); (k) The Matching Funds are not being used for the intended purposes and in the amount and at the times as set forth in a schedule of expenses approved by Triumph; (l) With respect to previous disbursements of the Grant, WCSO GCSD has failed to pay, or has failed to provide Triumph with evidence of payment of, the Grant for the purposes of such disbursement; (m) Prior to the Completion Deadline (as defined in Section 5.1 below), WCSO GCSD has abandoned or discontinued the Project, or for any reason the commencement, prosecution, or timely completion of the Project by WCSO GCSD is rendered improbable, infeasible, impossible, or illegal; (n) All or any portion of the requested disbursement includes disbursement for improvements that are outside the scope of the Project that is contemplated under the Budget (as defined below);; or (o) One or more of the Contracts previously approved or deemed approved by Triumph have been modified, amended, or terminated without the actual or deemed prior consent or approval of Triumph; provided, however, that any change order under $10,000 shall not be subject to approval under the Agreement; or (p) WCSO GCSD shall have failed to perform its obligations under make reasonable good faith efforts to obtain Business Donations in accordance with Section 5.12 below with respect to Business Community Involvementbelow, and/or shall have failed to provide Triumph with satisfactory evidence of compliance such efforts. Such evidence shall include a spreadsheet listing the Business Donations, the donors, and GCSD’s determination of the fair market value of the Business Donations, together with the latest sample form of letter or other communication requesting such obligationsBusiness Donations.