Agenda 02/28/2023 Item #10B (Review of a draft Escrow Agreement from the Florida Department of Veterans' Affairs and Department of Financial Services)10.B
02/28/2023
EXECUTIVE SUMMARY
Recommendation to review a draft Escrow Agreement from the Florida Department of Veterans' Affairs
(FDVA) and Department of Financial Services (DFS) for the County to appropriate $30 million for the
"State Veterans' Nursing Home" project using Infrastructure Sales Surtax Funding (Fund No. 318), convey
property interest in the project site, and to approve and authorize the Chairman to execute the final version
of the Escrow Agreement once received from the State.
OBJECTIVE: To enter into an Escrow Agreement with the State for $30 million and a donation of real property
for the State Veterans' Nursing Home Project.
CONSIDERATIONS: The Board previously approved the expenditure of $30 million Infrastructure Sales Surtax
Funding to be used as State matching funds for construction and development costs ("Project Costs") of a State
Veterans' Nursing Home. The County has been working with the FDVA on an Escrow Agreement to allow the
County to transfer the $30 million to the State in order for the State to secure federal funds for the Project. In
addition, the County will convey real property within the Golden Gate Golf Course to the State for the nursing
home. The attached Escrow Agreement is a draft agreement currently being reviewed and revised by the FDVA
and the Department of Financial Services; the attached draft agreement is not in final form and subject to approval
by the State.
The Escrow Agreement will provide for the County and the FDVA to establish an Escrow Account to preserve and
protect the Project funds and to hold documents indicating the intent of the parties, including any instruments or
agreements required to set up the Escrow Account with the State of Florida Department of Financial Services; a
copy of the currently -recorded County Deed that will show ownership by Collier County with the sufficient rights
to grant legal title to Board of Trustees of the Internal Improvement Trust Fund. The Agreement will provide that
the County's $30 million will be maintained in an interest -bearing account. The funds and the accrued interest will
be returned to the County should the Project fail to proceed. Should the Project proceed, any accrued interest will
be used for the benefit of the Project. The property will not be transferred to the State until the Project is
confirmed. If the property is transferred and the Project does not go forward, the property will be returned to the
County.
The funds and the property deed are required to be transferred to the State by May 1, 2023.
Time is of the essence based on the current Legislative session and the deadlines that the State has with their
Veterans' Administration's State Home Construction Grant Application.
FISCAL IMPACT: $30 million for the construction of a veterans' nursing home as a Community Priority.
Funding in the amount of $30 million is available in the Infrastructure Sales Tax Fund (318).
GROWTH MANAGEMENT IMPACT: There is no immediate growth management impact anticipated via this
escrow agreement and transfer.
LEGAL CONSIDERATIONS: The draft Escrow Agreement has been reviewed by the County Attorney's Office.
Once a final Escrow Agreement is received from the State, the County Attorney's Office will review prior to Board
approval and execution. - CMG
RECOMMENDATION: To review a draft Escrow Agreement from the Florida Department of Veterans' Affairs
(FDVA) and Department of Financial Services (DFS) for the County to appropriate $30 million for the "State
Veterans' Nursing Home" project using Infrastructure Sales Surtax Funding (Fund No. 318), convey property
interest in the project site, and to approve and authorize the Chairman to execute the final version of the Escrow
Agreement once received from the State.
Prepared by: Commissioner Burt L. Saunders, Commissioner, District 3
ATTACHMENT(S)
1. Proposed Escrow 3 Party Agreement VA Nursing Home_2.2.2023 (PDF)
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10.B
02/28/2023
COLLIER COUNTY
Board of County Commissioners
Item Number: 10.13
Doc ID: 24764
Item Summary: Recommendation to review a draft Escrow Agreement from the Florida Department of Veterans'
Affairs (FDVA) and Department of Financial Services (DFS) for the County to appropriate $30 million for the
"State Veterans' Nursing Home" project using Infrastructure Sales Surtax Funding (Fund No. 318), convey
property interest in the project site, and to approve and authorize the Chairman to execute the final version of the
Escrow Agreement once received from the State. (Sponsored by Commissioner Saunders)
Meeting Date: 02/28/2023
Prepared by:
Title: Communications, Govt. & Public Affairs Director — County Manager's Office
Name: John Mullins
02/22/2023 1:19 PM
Submitted by:
Title: Commissioner District 3 — Board of County Commissioners
Name: Burt Saunders
02/22/2023 1:19 PM
Approved By:
Review:
Office of Management and Budget
County Attorney's Office
County Manager's Office
Board of County Commissioners
Geoffrey Willig Level 3 OMB Gatekeeper Review Skipped 02/22/2023 1:23 PM
Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 02/22/2023 1:26 PM
Amy Patterson Level 4 County Manager Review Completed 02/22/2023 2:32 PM
Geoffrey Willig Meeting Pending
02/28/2023 9:00 AM
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February 1, 2023 DRAFT
FLORIDA DEPARTMENT OF VETERANS' AFFAIRS NURSING HOME
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS
FLORIDA DEPARTMENT OF FINANCIAL SERVICES
THREE PARTY ESCROW AGREEMENT
THIS AGREEMENT, made and entered into this day of , 2023, by
and between the State of Florida, Department of Veterans' Affairs ("FDVA"); the State of Florida,
Department of Financial Services, Division of Treasury ("Escrow Agent"); and the Collier County
Board of County Commissioners ("Collier County"); shall become effective upon the full
execution by the Parties.
WITNESSETH
WHEREAS, FDVA is planning to construct a Florida Department of Veterans' Affairs
State Veterans' Nursing Home ("Project") on property that is presently owned by Collier County,
if approved by the Florida Legislature through an appropriation in 2023 that enables the Project to
proceed; and
WHEREAS, the acreage to be developed will be a designated portion found within the
parcel or parcels owned in fee simple absolute or other sufficient ownership to allow a conveyance,
legally described in the County Deed (the "Property"), Exhibit A, attached hereto and made a part
hereof, acknowledging that this Agreement does not determine the final amount of acreage to be
conveyed from Collier County to the State of Florida for this Project and its legal description
remains to be calculated and surveyed during the design and engineering phase that is anticipated
to occur during 2023, 2024, and 2025; and
WHEREAS, the Collier County Board of County Commissioners ("Collier County") has
pledged $30 million (thirty million dollars) in County funds to be used as matching funds for
construction and development costs ("Project Costs") of the County -owned real estate proposed
for donation to the Board of Trustees of the Internal Improvement Trust Fund of the State of
Florida ("BOTIITF"), if BOTIITF accepts such donation, with the intention that such real property
is designated to become the next site for a State Veterans' Nursing Home in Collier County; and
WHEREAS, given the timing of the Project and the deadlines to request State and Federal
authorizations to go forward with the Project, the County is required to transfer the $30 million
(thirty million dollars) to the State, for purposes of the FDVA being eligible to receive various
State, Federal, and local government authorizations, approvals, and funding for the Project,
including but not limited to the State of Florida Department of Environmental Protection, staff for
the BOTIITF; the State of Florida Agency for Health Care Administration; the United States
Department of Veterans Affairs; and local governmental entities including but not limited to the
County of Collier, the City of Naples, and other permitting authorities approving consistency with
land use plans and other matters; and
WHEREAS, FDVA and Collier County desire to establish an Escrow Account to preserve
and protect the Project funds, and to hold documents indicating the intent of the parties including
any instruments or agreements required to set up the Escrow Account with the State of Florida
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Department of Financial Services; a copy of the currently -recorded County Deed that will show
ownership by Collier County with the sufficient rights to grant legal title to BOTIITF, if approved
as a donation to the State of Florida, with FDVA's intent to lease from BOTIITF; if deemed
acceptable for construction of a State Veterans' Home by the United States Department of Veterans
Affairs ("USDVA"); and if other required approvals can be obtained, including site suitability for
the Project based on all appropriate design and engineering considerations, including but not
limited to infrastructure and geotechnical characteristics of the real property for the Project; and
WHEREAS, FDVA and Collier County agree that unless and until there is a reasonable
degree of certainty that the Project will proceed as planned, no title to real property will be
conveyed and no construction funds will be requested or released; if the Project does not proceed
for any reason due to inability to meet these conditions precedent and/or contingencies that may
arise, FDVA and Collier County agree to approve the release of funds from the Escrow, returning
such funds to Collier County promptly and without delay, subject to the State of Florida
Department of Financial Services Escrow Terms and Conditions notwithstanding; and
NOW THEREFORE, in consideration of the premises and the covenants contained herein,
the parties agree to the following:
1. Establishment of Escrow Account and Deposit. Collier County shall deposit $30
million (thirty million dollars) into an interest -bearing Escrow Account established hereunder for
the purposes of the Project on or before May 1, 2023. The Escrow Account will be opened with
the Escrow Agent on behalf of FDVA, upon Escrow Agent's receipt and execution of the
Agreement. Such account will be an asset of FDVA to be used exclusively for the Project. FDVA
and Collier County agree that this asset must remain undisturbed in the Escrow Account because
its pledge by FDVA is the consideration required to qualify for matching funds in order to receive
a grant from the Federal government. In addition, such Federal grant requires that funds be
available to be appropriated to procure goods and services in furtherance of the construction
because the State of Florida must apply for reimbursement of these expenditures after the work is
completed.
2. Property Deed. Collier County shall deposit a copy of its currently recorded County
Property Deed (copy attached herewith as EXHIBIT "A") with the Escrow Agent on or before
May 1, 2023. Other deposits to the Escrow Account may be made by Collier County during the
life of this Agreement; however, no additional Collier County funds beyond the $30 million (thirty
million dollars) have been committed by the Board of County Commissioners as of the effective
date of this Agreement.
Deposits will be delivered in accordance with instructions provided by the Escrow Agent for
deposit into the Escrow Account. A wire transfer or ACH deposit is the preferred method of
payment and should be used whenever possible.
3. Escrow Account Funds and Restrictions. Notwithstanding any prior written arrangement
by the parties, FDVA's Director of Administration or designee, Collier County's Chairman of the
Board of County Commissioners, and the DFS State Treasury Escrow Agent or designee, shall be
the signatories on this Three Party Escrow Agreement. After the Florida Legislature appropriates
funding for the Project, and the conditions precedent shall have been met so that the site suitability
has been determined and other key authorizations have been received, FDVA will request funds
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from the Escrow Agent, to be transferred through a Journal Transfer to the appropriate Trust Fund,
as needed and in appropriate amounts to authorize work as directed by DMS through its Client
Agency Agreement with FDVA, in order to have funds available for payment of
vendors/contractors for construction, development, and other various Project Costs.
Moneys in the Escrow Account will be invested in accordance with Section 17.61, Florida
Statutes. The Escrow Agent will invest the moneys expeditiously. Income is only earned on the
moneys while invested. There is no guaranteed rate of return. Investments in the Escrow Account
will be assessed a fee in accordance with Section 17.61(4), Florida Statutes. All income of the
investments shall accrue to the Escrow Account and all interest accumulated in the Escrow
Account shall remain in the account and be made available for the purposes of the Project.
However, if the project does not proceed as planned, all principal plus all accrued interest will be
promptly returned to Collier County.
Appropriations from the Florida Legislature. FDVA and Collier County acknowledge that this
multi -year Project will require Fixed Capital Outlay appropriations (the full amount of the
appropriations is provided during the initial year) to complete all phases of the design and
construction, to become a fully -operational State Veterans' Home. The State of Florida's
performance and obligation to pay is contingent upon an annual appropriation by the Legislature.
The appropriations will be requested as FIXED CAPITAL OUTLAY, STATE NURSING HOME
FOR VETERANS — DMS MGD, construction is to be managed by the State of Florida Department
of Managements Services ("DMS") under a separate agreement with FDVA. Appropriations are
typically designated from Federal Grants Trust Fund and from Operations and Maintenance Trust
Fund, stating for example: "From the funds in Specific Appropriation Line XXX, the
nonrecurring sum of $XXX from the Operations and Maintenance Trust Fund, and $XXX
from the Federal Grants Trust Fund, are provided for the completion of the construction of the
ninth State Veterans' Nursing Home in Collier County."
4. Disbursement. FDVA shall submit a written request to the Escrow Agent for disbursement
of funds following Legislative approval of the appropriation for the construction funds (expected
in March 2025), which appropriations will be made to and managed by DMS for all design,
engineering, and construction purposes during all phases of the Project. The written request shall
include a written notice to Collier County of disbursement of the funds.
5. Escrow Agent Responsibilities. The Escrow Agent agrees to provide written confirmation
of receipt of funds to FDVA. FDVA agrees to provide a copy of such written confirmation to
Collier County. The Escrow Agent further agrees to provide quarterly reports to FDVA concerning
all funds and activities held in and disbursed from the Escrow Account. FDVA agrees to provide
a copy of such quarterly reports to Collier County.
The Escrow Agent shall not be liable for any error, act or omission done or made in good
faith, or for anything which it may do or refrain from doing in good faith and in connection
herewith. The Escrow Agent shall have no liability for any claim, cost, expense, damage or loss
due to the acts or omissions of FDVA and Collier County, nor from any separate agreements
between FDVA and Collier County, and shall have no responsibility to monitor or enforce any
responsibilities herein, or in any separate agreements associated with this Agreement between
FDVA and Collier County.
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6. Termination. This Agreement shall terminate upon disbursement by the Escrow Agent of
all money held by it in the Escrow Account in accordance herewith and written notification from
FDVA to the Escrow Agent that the account is to be closed.
Notwithstanding the foregoing, either party may terminate this agreement if the Project
does not proceed for any reason, including the failure of the Florida Legislature or the United
States Department of Veterans Affairs to approve the Project, or other suitability factors impacting
the Donation acceptability, site design and/or engineering issues, or other issues, the timing of
which cannot yet be determined, anticipated to be on or around November 2025 or possibly at a
later date agreed to by FDVA and Collier County; the Parties acknowledge that title of the real
property will not transfer from Collier County unless and until all conditions precedent are met,
and the County's $30 million deposit including all earned interest, subject to a debit for any fee
incurred in accordance with Section 17.61(4), Florida Statutes, shall promptly be returned to the
County.
7. Legal Matters. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Florida. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
8. Severability. If any provision of this Escrow Agreement is declared void or unenforceable,
the provisions shall be severed from this Agreement, the remainder of the Agreement shall
otherwise remain in full force and effect, provided that the overall intent of the parties is not
materially vitiated by such severability.
V& w W
IN WITNESS WHEREOF, the parties have duly executed the Agreement on the date(s)
below.
STATE OF FLORIDA DEPARTMENT
OF VETERANS' AFFAIRS
*IN
James S. Hartsell, Executive Director
Florida Department of Veterans' Affairs
Date:
FDVA LEGAL REVIEW:
Approved as to form and legality:
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Rick LoCastro, Chairman
Collier County Board of County
Commissioners
Date:
ATTEST:
CRYSTAL K. KINZEL, CLERK
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[Print Name], Deputy Clerk
Linda Carol Williams
Interim General Counsel
Approved as to form and legality:
Colleen M. Greene
Managing Assistant County Attorney
STATE OF FLORIDA DEPARTMENT
OF FINANCIAL SERVICES
By:
[Print Name], Escrow
Date
DFS LEGAL REVIEW
Approved as to form and legality:
By:
[Print Name], General Counsel's Office
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February 1, 2023 DRAFT
10.B.1
EXHIBIT "A"
COUNTY DEED
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