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HomeMy WebLinkAboutExhibit 1 - SUBI INTERLOCAL AGREEMENT DATED 12009 BETWEEN 11IIAMI-DADS COUNTY AND THE CITY OF MI011 This Interlocal Agreement made this day of , 2009 (the "Interlocal") by and between Miami -Dade County, a political subdivision of the State of Florida (the "County") and the City of Miami, a municipal corporation organized under the laws of the State of Florida (the "City") regarding the use and disposition of a portion of the Convention Development Tax as defined in this Interlocal Agreement. WITNESSETH: WHEREAS, the County, pursuant to Section 212.0305(4)(b), Florida Statutes (the "Act"), Section 29-60 of the Code of Metropolitan Dade County, Florida, and Ordinance No. 83- 91 enacted by the Board of County Commissioners of Miami Dade County (the "Board") on June 5, 1984, imposed a levy on the exercise within its boundaries of the taxable privilege of leasing or letting transient rental accommodations at the rate of three percent of the total consideration charged for such accommodations (the "Convention Development Tax" or, "CDT"); and WHEREAS, under Section 212.0305(b)2.d, Florida Statutes, the County has the statutory responsibility to determine the use of the CDT Receipts (as defined below); and WHEREAS, the County and City along with the Miami Sports and Exhibition Authority ("MSEA") previously entered into an Interlocal Cooperation Agreement dated December 14, 2004 (the "Prior Interlocal") regarding the disposition of the CDT Receipts, which shall terminate in accordance with the terms of this Agreement; and WHEREAS, the County has pledged the CDT Receipts to certain County bonds ("County CDT Bonds") and eligible projects, as set forth on Exhibit "A" to this Interlocal, which have priority over any future disposition or use of the CDT Receipts; and WHEREAS, the County intends to issue additional County CDT Bonds to satisfy its obligation to provide certain funds for the construction of the Ballpark (defined below) and related public infrastructure (the "County CDT Ballpark Bonds") which will also have a priority over any future disposition or use of the CDT Receipts as set forth in Exhibit "A"; and WHEREAS, the County and City wish to enter into this Interlocal for the purpose of setting forth the terms and conditions upon which the County shall transfer a portion of the CDT Receipts to the City, which will be subordinate to the obligations set forth on Exhibit "A", but shall have priority over all other obligations secured by the CDT Receipts to be used by the City to satisfy the City Obligations (defined below), NOW, THEREFORE, the Countyand the City agree as follows: oks A. DEFINITIONS (1) `Ballpark" shall mean the major league baseball facility to be constructed at the former Orange Bowl site for use by the Florida Marlins. (2) "Ballpark Project" shall mean the Ballpark, the City Parking, and associated infrastructure to be developed at the former Orange Bowl site. (3) "Board" shall mean the Board of County Commissioners of Miami -Dade County. (4) "CDT Receipts" shall mean the revenues collected annually (excluding any carryover from prior year collections) by the County of the levy on the exercise within its boundaries of the taxable privilege of leasing or letting transient rental accommodations at the rate of three percent (3%) of the total consideration charged therefore as currently authorized pursuant to Section 212.0305(4)(b), Florida Statutes (net of Tax Collector administrative costs for local administration pursuant to Section 212.0305(5)(b)5, Florida Statutes), (5) "City Commission" shall mean the City Commission of the City of Miami. (6) "City Obligations" shall mean all financial obligations of the City under the Stadium Agreements, including the obligation to provide certain funds for the construction of public infrastructure and City Parking, including City Parking Bonds, C00# 0 i t)?dW. IL (7) "City Parking" shall mean, , 5,500 parking spaces which will be available to the Florida Marlins, LP or its affiliates and their patrons for parking in accordance with the City Parking Agreement (described below). (8) "City Parking Bonds" shall mean the taxable or tax-exempt debt issued by the City, or any other governmental entity on behalf of the City, and secured, in whole or in part, by the Current Share in an aggregate amount sufficient (taking into account issuance costs, required reserves and capitalized interest during construction) to fund $60 million of the City Parking design and construction costs. The City Parking Bonds shall not be deemed to include any bonds issued on parity or on a subordinated basis to fund design and construction costs for the City Parking in excess of $60 million. (9) "Construction Administration Agreement" shall mean the agreement by and among the County, the City and Marlins Stadium Developer, LLC dated (10) "Current Share" shall mean an amount equal to the annual CDT payments set forth on the attached Exhibit "B" from the County to the City solely from CDT Receipts. 2 (11) "Stadium Agreements" shall mean collectively the Construction Administration Agreement, the Operating Agreement, the Assurance Agreement, the Non - Relocation Agreement and the City Parking Agreement entered into by and among the County, the City, Marlins Stadium Developer, LLC, Marlins Stadium Operator, LLC, and Florida Marlins, L.P., as the case may be, with respect to the development, operation and management of the Ballpark Project. (12) "Team and Team Affiliates" shall mean Florida Marlins, L.P., Marlins Stadium Developer, LLC, and Marlins Stadium Operator, LLC. B. TERMINATION OF PRIOR INTERLOCAL, The County and the City agree that the Prior Interlocal shall terminate upon the receipt by the parties of evidence from MSEA that it has terminated the Prior Interlocal and the approval, execution and delivery of this Interlocal by the parties. C. PRIORITY LIEN It is recognized and the parties agree that the outstanding County CDT Bonds, the County CDT Ballpark Bonds to be issued and the obligations of the County secured by a pledge of the CDT Receipts, all as specifically set forth in Exhibit "A", which Exhibit "A" is incorporated in this Interlocal by reference, shall have a first claim on such CDT Receipts prior to any other payments required under this Interlocal. It is agreed by the Parties that after the obligations of Exhibit "A" have been satisfied, the payments required under this Interlocal shall have a priority lien on the CDT Receipts ahead of all other obligations secured by the CDT Receipts. D. DISPOSITION OF THE CDT RECEIPTS Subsequent to the termination of the Prior Interlocal and prior to July 1, 2009, the County shall pay to the City solely from the CDT Receipts an amount equal to $2 million per year for a term commencing upon the effective date of this Interlocal pursuant to Section B above and ending on July 1, 2009 for use by the City solely to fund CDT -eligible projects in accordance with State law. 2. If the Ballpark Project moves forward as evidenced by approval and execution of the Stadium Agreements and such agreements are not terminated by the parties in accordance with Sections 11.1.1 or 11.1.2 of the Construction Administration Agreement„ commencing on July 1, 2009 and ending on June 30, 2039, the County shall remit the Current Share to the City in accordance with Section 7. If the Stadium Agreements are terminated in accordance with their, terms prior to the issuance of the City Parking Bonds, the County shall no longer be obligated to pay the City the Current Share, as set forth in subsection (2) above, and the City shall have no obligation to issue the City Parking Bonds. Instead, the County shall pay to the City solely from the CDT Receipts an amount equal to $2 . million per year commencing on the date first day of the month following the termination date of the Stadium Agreements and ending on September 30, 2020 for use by the City solely to fund CDT -eligible projects in accordance with State law. Notwithstanding the foregoing, any payments made by the County to the City of the Current Share that are in excess of those payments due pursuant to this Section shall be credited against future payments due from the County to the City until credited in full. Once all future payments are credited in full, if any payments made by the County to the City of the Current Share exceed those payments due pursuant to this Section, the City shall reimburse the County such excess amount within 30 days' written notice from the County that such payment is due. 4. If the Stadium Agreements are terminated in accordance with Sections 11.1.1, 11. 1.2 or 11. 1.4 of the Construction Administration Agreement to the extent the default is caused solely by the Team and the Team Affiliates after the issuance of debt by the City to secure the City Obligations ("City Debt"), the City shall use all bond proceeds and interest earnings on deposit in any funds or accounts established to secure the City Debt, to defease and/or redeem the City Debt on the first call date. If those amounts are insufficient to call and redeem the City Debt (including payment of any redemption premium) on such date, the County shall be obligated to annually remit the Current Share to the City until the City is reimbursed for any deficit attributed to $60 million of the City Debt after the City defeased all the City Debt, provided, however, the County's obligation to remit the Current Share to the City shall cease on June 30, 2039. Notwithstanding the foregoing, if the City elects to recover and is awarded damages against the Team and the Team Affiliates for the amount the County is obligated to remit annually to the City pursuant to the preceding sentence, the County shall not be obligated to pay the City the Current Share upon the City `s collection of such damages from the Team or the Team Affiliate, but shall instead pay to the City solely from the CDT Receipts an amount equal to $2 million per year commencing on the date of collection of such damages and ending on September 30, 2020 for use by the City solely to fund CDT -eligible projects in accordance with State law. S. If the Stadium Agreements are terminated in accordance with Section 11.1.4 of the Construction Administration Agreement because the County is a Defaulting Party after the issuance of the City Debt, the City shall use all bond proceeds and interest earnings on deposit in any funds or accounts established to secure the City Debt to redeem the City Debt on the first call date. To the extent those amounts are insufficient to call and redeem the City Debt (including payment of any redemption premium) on such date, the County shall be obligated to annually remit the Current Share to the City until the City is reimbursed for such deficit, provided, however, the County's obligation to remit the Current Share to the City shall cease on June 30, 2039. Notwithstanding the foregoing, if the City elects to recover and is awarded damages against the County which include the amount the County is obligated to remit annually to the City pursuant to the preceding sentence, the County shall not be obligated to pay the City the Current Share upon the City's collection of such damages from the County, but shall instead pay to the City solely from the CDT Receipts an amount equal to $2 million per year commencing on the date of 4 collection of such damages and ending on September 30, 2020 for use by the City solely to fund CDT -eligible projects in accordance with State law. 6. If the Stadium Agreements are terminated in accordance with Section 11.1.4 of the Construction Administration Agreement because of a default (failure to fund) by the City on or after July 1, 2009, the County shall no longer be obligated to pay the City the Current Share and the City shall be obligated to reimburse the County for all payments from the County to the City in excess of $2 million since July 1, 2009. After the County has defeased the County CDT Ballpark Bonds and paid all related costs and expenses in connection with such defeasance, the County shall pay to the City solely from the CDT Receipts an amount equal to $2 million per year ending on September 30, 2020 for use by the City solely to fund CDT -eligible projects in accordance with State law. The County shall pay the annual payments set forth in subsections (1), (2), (3), (4), (S), or (6) above, as the case may be, to the City in equal monthly installments from the CDT -Receipts received by the County that month, until the annual payment is paid in full.. If the CDT Receipts received by the County in any year are insufficient to pay the Current Share for that year (each such deficiency, a "Shortfall"), and if in subsequent years the amount of CDT Receipts exceed the Current Share for that year (each such excess amount, a "Surplus"), then the County shall remit such Surplus to the City up to the amount of the Shortfall. In the event the amount of a Surplus in any year is insufficient to pay the Shortfall for the immediately preceding year, then the County shall be obligated to continue to remit any Surplus, in any subsequent year, until all Shortfalls has been paid in full. Such amounts payable for the Shortfall shall be cumulative from year to year. 8. The City agrees that the Current Share shall first be pledged to fund the City's Parking Obligation. To the extent the Current Share exceeds the required amounts necessary to pay debt service on the City Parking Bonds, the City shall use such excess to fund CDT -eligible projects in accordance with State law and in accordance with the terms of this Interlocal. 9. Other than as previously authorized by the Board or as set forth in this Section D, the One -Third CDT share shall be disbursed in accordance with the Act, as determined by the County, for projects qualified pursuant to the Act and located solely within the most populous municipality in the County. E. AUDIT RIGHTS The County shall have the right, without limitation, but not the obligation, to separately audit all accounts, books, records, and the supporting documentation related to the CDT Receipts remitted either directly to the City and the expenditure of any funds on the, the City Parking, debt service on the City Parking Bonds or any other CDT -eligible projects in accordance with State law. Such auditor may be engaged to investigate, inspect and review the operations and activities of the City in connection with this Interlocal. The County shall be responsible for the cost of any separate audits performed at its request. 5 The City shall use its best efforts in assisting the auditor in its duties. Nothing in this Interlocal shall impair the County's existing rights to audit or to investigate past and future acts. Any rights that the County has under this section shall not be the basis for any liability to the County from the City or third parties for such investigation or for the failure to have conducted such investigation. F. ENTIRE AGREEMENT This Interlocal constitutes the sole and only agreement of the County and the City with respect to the CDT Receipts and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior agreements (including the Prior Interlocal), promises, resolutions, negotiations, or representations not expressly set forth in the Interlocal are of no force and effect. G. AMENDMENTS No amendments to this Interlocal shall be binding on the parties unless in writing and executed by the parties. Pedro G. Hernandez City Manager City of Miami APPROVED AS TO FORM AND CORRECTNESS: City Attorney City Clerk George M. Burgess County Manager Miami -Dade County APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Assistant County Attorney Clerk of the Board INTERLOCAL AGREEMENT DATED '2009 BETWEEN AIIAAZI-RADE COUNTY AND THE CITY OF A'IIAI 1I This Inter'Tcal Agreement made this day of , 2009 (the "Interlocal") by an, between Miami -Dade County, a political subdivision of the State of Florida (the "County") and the City of Miami, a municipal corporation organized under the laws of the State of Florida (the ` (ity") regarding the use and disposition of a portion of the Convention Development Tax as de {ped in this Interlocal Agreement. WHEREAS, the County "Act"), Section 29-60 of the Coe 91 enacted by the Board of Cou June 5, 1984, imposed a levy on leasing or letting transient renta consideration charged for such "CDT"); and WITNESSETH: pursuant to Section 212.0305(4)(b), Florida Statutes (the of Metropolitan Dade County, Florida, and Ordinance No. 83- ty Commissioners of Miami -Dade County (the "Board") on e exercise within its boundaries of the taxable privilege of a cammodations at the rate of three percent of the total ace nmodations at "Convention Development Tax" or, WHEREAS, under Section 212,0�05(b)2.d, Florida Statutes, the County has the statutory responsibility to determine the use of\the CDT Receipts (as defined below); and WHEREAS, the County and City along with the Miami Sports and Exhibition Authority ("MSEA") previously entered into an Interlocal \ooperation Agreement dated December 14, 2004 (the "Prior Interlocal") regarding the dispd�ition of the CDT Receipts, which shall terminate in accordance with the terms of this Ap-reement, and WHEREAS, the County has pledged the CDT`Receipts to certain County bonds ("County CDT Bonds") and eligible projects, as set forth onibit "A" to this Interlocal, which have priority over any future disposition or use of the CDT Reipts; and WHEREAS, the County intends to issue additional Cour% ' CDT Bonds to satisfy its obligation to provide certain funds for the construction of the Ballpark (defined below) and related public infrastructure (the "County CDT Ballpark Bonds") whichwill also have a priority over any future disposition or use of the CDT Receipts as set forth in Exh bit "A"; and WHEREAS, the County and City wish to enter into this Interloca\r the purpose of setting forth the terms and conditions upon which the County shall transfer a ption of the CDT Receipts to the City, which will be subordinate to the obligations set forth on Exhibit "A", but shall have priority over all other obligations secured by the CDT Receipts to be used by the City to satisfy the City Obligations (defined below), NOW, THEREFORE, the Countyand the City agree as follows: oks A. DEFINITIONS (1) "Ballpark" shall mean the major league baseball facility to be constructed at the former Orange Bowl site for use by the Florida Marlins. (2) "Mllpark Project" shall mean the Ballpark, the City Parking, and associated infraktructure to be developed at the former Orange Bowl site. (3) "Board",shall mean the Board of County Commissioners of Miami -Dade County, (4) "CDT Receipts" shall mean the revenues collected annually (excluding any carryover from prior year collections) by the County of the levy on the exercise within its boundaries of the taxable privilege of leasing or letting transient rental accommodation at the rate of three percent (3%) of the total consideration charged therefore as currently authorized pursuant to Section 212.0305(4)(b), Florida Statutes (n of Tax Collector administrative costs for local administration pursuant to Section 22.0305(5)(b)5, Florida Statutes). (5) City Commission sha 1 mean the City Commission of the City of Miami. (6) "City Obligations" shall can all financial obligations of the City under the Stadium Agreements, incl ding the obligation to provide certain funds for the construction of public infrastructure and City Parking, including City Parking Bonds. \\ (7) "City Parking" shall mean at leas 5,500 parking spaces which will be available to the Florida Marlins, LP or its affili tes and their patrons for parking in accordance with the City Parking Agreement (de cribed below). (8) "City Parking Bonds" shall mean the taxable or tax-exempt debt issued by the City, or any other governmental enti on behalf of the City, and secured, in whole or in part, by the Current Share ian aggregate amount sufficient (taking into account issuance costs, required re rves and capitalized interest during construction) to fund $60 million of the O ty Parking design and construction costs. The City Parking Bonds shall not be de�med to include any bonds issued on parity or on a subordinated basis to fund design\d construction costs for the City Parking in excess of $60 million. (9) "Construction Administration Agreement" shall Nean the agreement by and among the County, the City and Marlins Stadi \theity loper, LLC dated (10) "Current Share" shall mean an amount equal to theCDT payments set forth on the attached Exhibit "B" from the County to solely from CDT Receipts. I C. (11) "Stadium Agreements" shall mean collectively the Construction Administration Agreement, the Operating Agreement, the Assurance Agreement, the Non - Relocation Agreement and the City Parking Agreement entered into by and among the County, the City, Marlins Stadium Developer, LLC, Marlins Stadium Operator, LLC, and Florida Marlins, L.P., as the case may be, with respect to the development, operation and management of the Ballpark Project. (12) '"Team and Team Affiliates" shall mean Florida Marlins, L.P., Marlins Stadium "eveloper, LLC, and Marlins Stadium Operator, LLC. N OF PRIOR INTERLOCAL The County an'q the City agree that the Prior Interlocal shall terminate upon the receipt by the parties of evidence from MSEA that it has terminated the Prior Interlocal and the approval, executiSp and delivery of this Interlocal by the parties. PRIORITY LIEN It is recognized and the 'parties agree that the outstanding County CDT Bonds, the County CDT Ballpark Bonds to be issued and the obligations of the County secured by a pledge of the CDT Receipts, all Ips specifically set forth in Exhibit "A", which Exhibit "A." is incorporated in this Interlocaa by reference, shall have a first claim on such CDT Receipts prior to any other payments re , uired under this Interlocal. It is agreed by the Parties that after the obligations of Exhibit "have been satisfied, the payments required under this Interlocal shall have a priority h•n on the CDT Receipts ahead of all other obligations secured by the CDT Receipts. D. DISPOSITION OF THE CDT I. Subsequent to the termination of the"rior Interlocal and prior to July 1, 2009, the County shall pay to the City solely fro the CDT Receipts an amount equal to $2 million per year for a term commencin upon the effective date of this Interlocal pursuant to Section B above and ending on my 1, 2009 for use by the City solely to fund CDT -eligible projects in accordance wit ,State law. 2. If the Ballpark Project moves forward as evidend�d by approval and execution of the Stadium Agreements and such agreements are lvt terminated by the parties in accordance with Sections 11.1.1 or 11.1.2 of e Construction Administration Agreement„ commencing on July 1, 2009 and endin on June 30, 2039, the County shall remit the Current Share to the City in accordance *4th Section 7. If the Stadium Agreements are terminated in accordance wl, h their terms prior to the issuance of the City Parking Bonds, the County shall no loAker be obligated to pay the City the Current Share, as set forth in subsection (2) above, and the City shall have no obligation to issue the City Parking Bonds. Instead, the County shall pay to the City solely from the CDT Receipts an amount equal to $ million per year commencing on the date first day of the month following the termi'4"tion date of the Stadium Agreements and ending on September 30, 2020 for use by the City solely to fund CDT -eligible projects in accordance with State law. Notwithstanding the foregoing, any payments made by the County to the City of the Current Share that are in excess of those payments due pursuant to this Section shall be credited against future payments due from the County to the City until credited in full. Once all future \ payments are credited in full, if any payments made by the County to the City of the `,Current Share exceed those payments due pursuant to this Section, the City shall reimburse the County such excess amount within 30 days' written notice from the County that such payment is due. 4. If the, Stadium Agreements are terminated in accordance with Sections 11.1.1, 11. 1.2 or 11.'1.4 of the Construction Administration Agreement to the extent the default is caused `solely by the Team and the Team Affiliates after the issuance of debt by the City to 'secure the City Obligations ("City Debt"), the City shall use all bond proceeds And interest earnings on deposit in any funds or accounts established to secure the 6ty Debt, to defease and/or redeem the City Debt on the first call date. If those amounek are insufficient to call and redeem the City Debt (including payment of any redemption premium) on such date, the County shall be obligated to annually remit the Current Share to the City until the City is reimbursed for any deficit attributed to $60 1pillion of the City Debt after the City defeased all the City Debt, provided, however, the County's obligation to remit the Current Share to the City shall cease on June U, 2039. Notwithstanding the foregoing, if the City elects to recover and is awardeq damages against the Team and the Team Affiliates for the amount the County is ob'i'gated to remit annually to the City pursuant to the preceding sentence, the County shai'1 not be obligated to pay the City the Current Share upon the City `s collection of sue damages from the Team or the Team Affiliate, but shall instead pay to the City solei from the CDT Receipts an amount equal to $2 million per year commencing on the date of collection of such damages and ending on September 30, 2020 for use b \he City solely to fund CDT -eligible projects in accordance with State law. S. If the Stadium Agreements are termlR ated in accordance with Section 11.1.4 of the Construction Administration Agrecrne t because the County is a Defaulting Party after the issuance of the City Debt, the Q ity shall use all bond proceeds and interest earnings on deposit in any funds or acco %\theamolnt blished to secure the City Debt to redeem the City Debt on the first callo the extent those amounts are insufficient to call and redeem the City Dluding payment of any redemption premium) on such date, the County shall ated to annually remit the Current Share to the City until the City is reimbursuch deficit, provided, however, the County's obligation to remit the Current the City shall cease on June 30, 2039. Notwithstanding the foregoing, if lects to recover and is awarded damages against the County which includmo l nt the County is obligated to remit annually to the City pursuant to the prg sen ence, the County shall not be obligated to pay the City the Current Share upon thCity's collection of such damages from the County, but shall instead pay to thety solely from the CDT Receipts an amount equal to $2 million per year comitWneing on the date of coI ction of such damages and ending on September 30, 2020 for use by the City solei to fund CDT -eligible projects in accordance with State law. 6. If the S�k�cdium Agreements are terminated in accordance with Section 11.1.4 of the Constructi6p� Administration Agreement because of a default (failure to fund) by the City on or a'tr July 1, 2009, the County shall no longer be obligated to pay the City the Current S1'are and the City shall be obligated to reimburse the County for all payments from the County'to the City in excess of $2 million since July 1, 2009. After the County as defeased the County CDT Ballpark Bonds and paid all related costs and expenses rkn connection with such defeasance, the County shall pay to the City solely from theDT Receipts an amount equal to $2 million per year ending on September 30, 2020 or use by the City solely to fund CDT -eligible projects in accordance with State 1 w. 7. The County shall pay the annual payments set forth in subsections (1), (2), (3), (4), (5), or (6) above, as the eas may be, to the City in equal monthly installments from the CDT Receipts received � the County that month, until the annual payment is paid in full.. If the CDT Recei, is received by the County in any year are insufficient to pay the Current Share for tha ear (each such deficiency, a "Shortfall"), and if in subsequent years the amount of C S T Receipts exceed the Current Share for that year (each such excess amount, a "Surpl s"), then the County shall remit such Surplus to the City up to the amount of the Shortfall. In the event the amount of a Surplus in any year is insufficient to pay the Shortfall for the immediately preceding year, then the County shall be obligated to continue to remit any Surplus, in any subsequent year, until all Shortfalls has been paid in full. Such amounts payable for the Shortfall shall be cumulative from year to year. The City agrees that the Current Share shall first be\Rledged to fund the City's Parking Obligation. To the extent the Current Share exceeds\ herequired amounts necessary to pay debt service on the City Parking Bonds, the City, ity hall use such excess to fund CDT -eligible projects in accordance with State law and in . ecordance with the terms of this Interlocal. 9. Other than as previously authorized by the Board or as set forth inl• is Section D, the One -Third CDT share shall be disbursed in accordance with the Act, qs determined by the County, for projects qualified pursuant to the Act and located solely within the most populous municipality in the County. E. AUDIT RIGHTS The County shall have the right, without limitation, but not the obligation, to separately audit all accounts, books, records, and the supporting documentation related to the CDT Receipts remitted either directly to the City and the expenditure of any funds on the, the City Parking, debt service on the City Parking Bonds or any other CDT -eligible projects in accordance with State law. Such auditor may be engaged to investigate, inspect and review the operations and activities of the City in connection with this Interlocal. The County shall be responsible for the cost of any separate audits performed at its request. 5 The Ci�y shall use its best efforts in assisting the auditor in its duties. Nothing in this Interlocal shall impair the County's existing rights to audit or to investigate past and future ats. Any rights that the County has under this section shall not be the basis for any liabiity to the County from the City or third parties for such investigation or for the failure to q.ave conducted such investigation. F. ENTIRE A This Interlocal onstitutes the sole and only agreement of the County and the City with respect to the C11T Receipts and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior agreements (including the Prior Interlocal), promises, resolutiqs, negotiations, or representations not expressly set forth in the Interlocal are of no fdree and effect. G. AMENDMENTS \ No amendments to this Interlocal shall be binding on the parties unless in writing and executed by the parties. ti Pedro G. Hernandez City Manager City of Miami APPROVED AS TO FORM AND CORRECTNESS: City Attorney City Clerk Col George M. Burgess County Manager Miami -Dade County APPROVED AS TO FORM AND LEGAL SUFFICIENCY: County Attorney Clerk of thk Board