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HomeMy WebLinkAboutItem 10 - Detention ServicesMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: BRUNO RUMBELOW, CITY MANAGER MEETING DATE: AUGUST 16, 2022 SUBJECT: INTERLOCAL AGREEMENT FOR DETENTION SERVICES FOR THE CITIES OF COPPELL AND ADDISON RECOMMENDATION: City Council to consider approval for the Grapevine Police Department to provide detention services for the City of Coppell and City of Addison. FUNDING SOURCE: BACKGROUND: Over the course of this year, Police Department staff have been working with the Police Departments for the City of Coppell and the City of Addison relative to the Grapevine providing detention services for Coppell and Addison. Historically, the Cities of Coppell and Addison have partnered with the City of Carrollton for their detention services. Earlier this year, the City of Carrollton announced their departure from this partnership. Therefore, Coppell and Addison needed to locate new detention services. The cities were interested in Grapevine Detention Center for a number of reasons including the size of our facility and the statutory change in the handling of arrested persons. Currently, the Grapevine Detention Center has 38 beds. The Center can technically house comfortably, more than 38, due to ample space in intoxication cells, the padded room, etc. Additionally, the Department has 12 full-time detention staff. To help understand intake volume, Grapevine staff, after meeting with members of Coppell and Addison, gathered intake numbers for the last three fiscal years. The following annual average for the three-year period was calculated for each department: Grapevine 1142 Addison 1139 Coppell 428 The three-year average for all three departments is 2710. Taking this annual average of 2710, divided across a full year, approximately eight bookings a day could occur. Eight bookings a day, only occupies 21 % of the Detention Center's beds (8/38=21 %). This suggests that there is a flexibility of 30 additional beds at any given time. Clearly enough to facilitate the collective effort. Examining the cost of providing detention services, the Department considered several different models by which to invoice Coppell and Addison. In the end, the decision was made to take the annual budget for the Detention Center and have each City pay a percentage of that total budget. Using the above intake numbers, Grapevine has approximately 42%, Addison has 42%, and Coppell has 16%. The fiscal year 2023 Detention budget is proposed to be $773,953.00. Using the percentages and the proposed budget for the Grapevine Detention Center, the following approximate costs will be proposed for each City: Grapevine $326,144 Addison $325,285 Coppell $122,230 This cost model will return approximately $447,515 to the Police Department budget. This work will be accomplished with the existing detention staff it is necessary to add one full-time Records Specialist position to manage the increased record -keeping and digital transmission/communication of records. The Records Specialist position pay range is $35,339.20 to $49,483.20. Fixed costs associated with the shared service effort can be eliminated should the shared service cease. Staff recommends approval. INTERLOCAL COOPERATION AGREEMENT FOR JAIL SERVICES This Interlocal Cooperation Agreement for Jail Services ("Aueement") is entered into as of the Effective Date by and between the City of Grapevine ("Grapevine"), a Texas home -rule municipality and the Town of Addison ("Addison"), a Texas home -rule municipality, by and through their authorized representatives. Grapevine and Addison are at times each referred to herein as a "party" or collectively as the "parties." RECITALS: WHEREAS, Addison desires to use the Grapevine Jail Facility located at 1007 Ira E. Woods Avenue, Grapevine, Texas 76051 ("Facility") for the handling, processing, housing and detention of persons arrested by Addison Police Department personnel ("Addison Police"); and WHEREAS, the Interlocal Cooperation Act, Chapter 791, Texas Government Code authorizes units of government to contract with one or more units of local government to perform governmental functions and services; and WHEREAS, the parties desire to enter into an agreement authorizing Addison to use the Facility and setting forth the terms and conditions by which Grapevine will agree to provide the Jail Services (as defined below) to Addison; and WHEREAS, the parties find it is mutually advantageous to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, Grapevine and Addison hereby agree as follows: Article I Purpose; Term 1.1 Purpose. The purpose of this Agreement is to provide the terms and conditions under which persons arrested by the Addison Police Department may be detained and housed at the Facility as well as the respective responsibilities of the parties relating to the provision of Jail Services to Addison by Grapevine. 1.2 Term. The initial term of this Agreement during which Jail Services will be provided as described herein shall commence on October 1, 2022 (the "Effective Date") and shall expire on September 30, 2023 ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for up to two (2) additional one (1) year periods commencing October I" of each year (each a "Renewal Term") for a maximum term of three (3) years ending September 30, 2025 (the Initial Term and Renewal Term are collectively referred to herein as the "Term"). Either party may elect not to renew this Agreement by providing written notice of its intent not to renew not later than one hundred and eighty (180) days prior to the expiration of the then current term. PAGE 1 INTERLOCAL COOPERATION AGREEMENT FOR JAIL SERVICES CITY OF GRAPEVINE AND TOWN OF ADDISON Article II Termination 2.1. Termination. This Agreement may be terminated by either parry providing the other parry written notice of termination not less than one hundred and eighty (180) days written notice prior to the anticipated date of termination; provided, however, such termination date must be the last day of a calendar month. 2.2. Default: Notice to Cure. A party shall be deemed in default under this Agreement if the party is in breach of a material provision of this Agreement and said breach is not cured within thirty (30) days written notice of default by the other party. In the event the breaching party has notified the other party in writing that it is diligently working to cure the breach and has provided reasonable evidence in support of the same, the breaching party shall not be deemed in default until the sixtieth (60t1i) day following the non -breaching party's notice of default. 2.3 Reimbursement. If this Agreement is terminated by either parry, Grapevine shall refund to Addison a portion of the Service Fee previously paid, pro -rated with respect to the number of calendar months remaining in the current annual term as of the date of termination. Receipt of payment and/or reimbursement under this section shall not constitute a waiver of any rights or claims of the parties that may otherwise arise out of this Agreement. Article III Performance of Services by Grapevine 3.1 Jail Services. Grapevine shall provide the following services (collectively "Jail Services") in accordance with Grapevine Police Department policies and procedures and applicable federal and state laws and regulations: (a) Intake of inmates (17 years of age and older) brought to the Facility by Addison (each an "Addison Inmate"); (b) Complete inventory and storage of each Addison Inmate's personal property (excluding property to be logged into evidence). Grapevine shall use a standardized method of prisoner property intake in conformance with the County Jail requirements, dependent on the Addison Inmates anticipated transfer location; (c) Create and maintain a comprehensive medical and personal history statement, including next of kin contact information for each Addison Inmate; (d) Photograph and fingerprint each Addison Inmate; (e) House and detain each Addison Inmate in the Facility until transferred to another jail facility, or released on bond, or removed from the Facility by other lawful means; (f) Feed and clothe each Addison Inmate in the same manner as Grapevine inmates; PAGE 2 INTERLOCAL COOPERATION AGREEMENT FOR .TAIL SERVICES CITY OF GRAPEVINE AND TOWN OF ADDISON (g) Operate and maintain the Facility in accordance with applicable laws and regulations; and (h) Transportation of Addison Inmates to the Dallas County Lew Sterrett Justice Center for incarceration; provided, the parties acknowledge that, as of the Effective Date, Grapevine is still in the process of acquiring the necessary personnel and equipment to assume full responsibility for the transport of Addison Inmates. Accordingly, the parties have agreed to cooperate in developing a temporary plan for such transports until Grapevine is able to assume full responsibility for the same, which shall occur on or before March 31, 2023 (the "Transport Deadline"). In the event Grapevine is unable (regardless of reason) to assume full responsibility by the Transport Deadline, Grapevine shall notify Addison in writing of the same and Addison may, at its sole option, (i) negotiate an extension with Grapevine to comply with this subsection, or (ii) assume responsibility for transportation under this subsection and negotiate an equitable reduction the Service Fee. Any cost(s) associated with the final transport plan for Addison Arrestees shall be evaluated by the parties during development of the plan and resolved prior to implementation. 3.2 Collection of Bonds and Fines. Either parry, or a third -parry independent contractor chosen by Grapevine with the consent of Addison (which shall not be unreasonably withheld), shall collect bonds and fines associated with Addison Inmates and deliver the funds to the Town of Addison in a timely manner. 3.3 Interview Rooms/Report Areas. Grapevine shall provide access to (i) secure interview room(s) within the Facility for the purpose of prisoner interviews/interrogations, and (ii) report writing area(s) for Addison Police (Addison shall be responsible for its own computer/hardware). Grapevine will provide copies of Addison Inmate interview recordings to Addison Police in a timely manner. 3.4 Inmate Reports. Upon written request by Addison, Grapevine shall promptly provide a report of Addison Inmate statistics, including (i) the number of Addison Inmates booked in during the applicable report period, (ii) the length of stay, (iii) book -in date and release date, and (iv) any urgent or emergency medical or mental health care attention needed or received. In addition and upon written request, Grapevine will promptly provide individual Addison Inmate information obtained during the book -in and housing of inmates, including audio and video recordings. 3.5 Medical Calls for Service. Subject to the provisions of Section 3.6, below, Grapevine Fire Department ("GFD") will respond to the medical calls for service for Addison Inmates housed at the Facility in conformance with the adopted policies of GFD and the Facility. 3.6 Medical Transfers; Right of Refusal. (a) Transfer Upon Arrival. If an Addison arrestee arrives at the Facility with a medical emergency that requires the arrestee being transferred to the emergency room prior PAGE 3 INTERLOCAL COOPERATION AGREEMENT FOR .TAIL SERVICES CITY OF GRAPEVINE AND TOWN OF ADDISON to book -in, Addison Police shall be responsible for accompanying the arrestee to the medical facility. In the event of a medical or mental health care emergency, Grapevine Fire Department ("GFD") will be summoned and may transport Addison arrestees in accordance with existing GFD protocols. (b) Transfer oflnmates. Addison Police will generally be responsible for the transfer of Addison Inmates requiring transfer to a medical or mental health facility. In the event an Addison Inmate booked into the Facility requires transportation for an emergency or for urgent medical or mental health care and an Addison officer has not arrived to escort and guard the Addison Inmate, Grapevine may, if reasonably available, provide an officer escort and guard the Addison Inmate; provided, that Addison shall assume such responsibility as soon as practical. (c) Right of Refusal. Notwithstanding the any other provision of this Section 3.6, Grapevine may, in its sole discretion, refuse to accept for processing into the Facility any Addison Inmate that requires immediate transfer to medical facility for medical treatment or services. Article IV Addison Obligations 4.1. Book -in Documentation. Addison Police shall be responsible for submitting the appropriate book -in document(s) to Facility staff at the time of book -in. In addition, the original arrest warrant signed by a magistrate and any probable cause affidavit shall be submitted to Facility staff no later than 10 am daily. 4.2. Medical Documentation. Addison Officers shall promptly provide Facility Staff a list of any known medical conditions, suicidal tendencies, mental health issues, or other special needs of each Addison Prisoner, and shall be responsible for providing all Addison Inmate medications available to Addison officers to Facility staff at the time of book -in. 4.3. Blood Draws. Addison shall provide DPS blood kits for any Addison Inmate that will have a blood drawn. 4.4. Case Files; Evidence; Daw4erous Property. Addison shall be responsible for preparing criminal case reports for all Addison Inmates and for managing all other Addison arrest and court related paperwork. Addison Officers shall take and maintain possession of all evidence and dangerous or unapproved prisoner property at the time of book -in. Addison Officers shall be responsible for chain of custody and storage for all cases in which an Addison Inmate was arrested. 4.5. Arraignment Procedures. Addison shall be responsible for coordinating and processing the arraignment of Addison Inmates with the Facility; provided, such arraignment procedures shall not unreasonably interfere with or delay Grapevine's arraignment procedures. Addison shall provide one or more magistrates that will generally be available to arraign the Addison Inmates at the Grapevine Detention Center on a 24/7 basis. Addison shall be responsible for the timing of arraignments for Addison Inmates; provided, that Addison shall cause each of the PAGE 4 INTERLOCAL COOPERATION AGREEMENT FOR .TAIL SERVICES CITY OF GRAPEVINE AND TOWN OF ADDISON Addison Inmates to be arraigned within forty-eight (48) hours following detention at the Facility. The parties will mutually develop a procedure for Addison to notify Grapevine when Addison Inmates are arraigned. 4.6. Release of Inmates. Addison may, in its sole discretion, authorize the release of an Addison Inmate from the Facility prior to arraignment. In such cases, Addison Police, as the arresting agency, shall be responsible for authorizing the release for both the charges as well as any warrants confirmed by Addison Police. Addison shall further provide Facility staff a written authorization for the release in a form reasonably acceptable to Grapevine prior to releasing the inmate. 4.7. Compliance with Facility Rules. Addison shall comply with all adopted Grapevine rules, procedures, regulations and general orders applicable to the detention and jail of inmates at the Facility (the "Facility Rules"), except where such compliance would be in conflict with applicable law and/or regulations governing certification of the Addison Police Department by various organizations ( i.e., CALEA, etc.). Grapevine shall promptly provide written notice of any changes to the Facility Rules during the Term of this Agreement. Article V Service Fee; Reimbursement 5.1 Jail Services Fee. Addison agrees to pay Grapevine an annual service fee as consideration for the provision of the Jail Services described in this Agreement (the "Service Fee"), which shall be pre -paid in full on or before October I" of each year during the Term. The amount of the Service Fee shall be determined as follows: (a) The Service Fee for the Initial Term shall be $324,161.00, which is based upon a three (3) year rolling annual average of 1,139 persons arrested and booked into a jail facility, or an average fee of $248.60 per person ($324,161 / 1,139 = $248.60) (the "Per Person Fee"). (b) For each annual Renewal Term, the Service Fee shall be adjusted (increased or decreased) based upon the change in the annual average number of persons booked in by Addison Police for the thirty-six (36) month period ending on May 31" of the then current term ("Average Bookings'). Specifically, the adjusted Service Fee will be calculated by multiplying the then current Average Bookings (rounded to the nearest whole number) by the Per Person Fee set forth in subsection (a), above. By way of example, if the Average Arrestees increases to 1,250, then the Service Fee for the upcoming Renewal Term would be $355,750 (1,250 x $284.60 = $355,750). Conversely, if the Average Arrestees decreases to 995, then the Service Fee for the next Renewal Term would be $283,177 (284.60 x 995 = $283,177). 5.2 Adiustment Notice. Grapevine shall, on or before June 51h of each year, provide Addison with a written report containing the number of Addison Inmates processed into the PAGE 5 INTERLOCAL COOPERATION AGREEMENT FOR .TAIL SERVICES CITY OF GRAPEVINE AND TOWN OF ADDISON Facility during the current term through May 31", along with notice of the adjusted Service Fee for the following Renewal Term (calculated in conformance with Section 5.1(b), above). 5.3 Subpoenas; Costs. In the event a Grapevine employee receives a subpoena for testimony (including deposition) in connection with a case filed by Addison involving an Addison Inmate, Grapevine will promptly notify Addison and provide a copy of the same. Addison shall have the right, but not the obligation, to object to such subpoena by filing a motion with the court at its sole cost. Notwithstanding the foregoing, Addison shall reimburse Grapevine for the cost of any employees required to appear in any criminal court in cases filed by the Addison Police Department in connection with an Addison Inmate booked into and/or held at the Facility. The reimbursement amount shall be equal to the actual cost that would be incurred by Grapevine if the employee was testifying or being required to attend court for a Grapevine criminal case. 5.4 Service Fee Credit. Notwithstanding the foregoing provisions of this Article V, if Grapevine is unable to accept and house any Addison Inmates as provided by this Agreement for any reason (including an event of Force Majeure), Grapevine will, at the election of Grapevine, either (i) provide equivalent access and services to Addison through an alternate facility, or (ii) provide Addison a credit against the amount of the next Service Fee due and payable in an amount equal to 1/365t11 of the amount of the then current annual Service Fee multiplied by the total number of days Grapevine was unable to accept and house Addison Inmates (a "Fee Credit"). If this Agreement has expired or terminated such that no future Service Fee against which a Fee Credit may be applied will be paid, Grapevine agrees to pay the amount of such Fee Credit to Addison not later than thirty (30) days after the date of expiration or termination of this Agreement, which obligation shall survive the termination of this Agreement. Article VI Availability of Revenue Each party paying for the performance of governmental functions or services pursuant to this Agreement shall make those payments from current revenues available to the paying party. The parties represent and agree that the payments required by this Agreement by the paying party will fairly compensate the performing party for the services or functions performed under this Agreement. Article VII Insurance 7.1 Insurance Coverage. Each parry shall, during the Term of this Agreement, obtain and maintain insurance coverage required by this Article. Limits of insurance required by this section can be in any combination of underlying and excess coverage inclusive of self -insured retention. (a) commercial general liability insurance with a minimum limit of $1,000,000 per occurrence and $2,000,000 aggregate; PAGE 6 INTERLOCAL COOPERATION AGREEMENT FOR .TAIL SERVICES CITY OF GRAPEVINE AND TOWN OF ADDISON (b) commercial automobile insurance covering any automobile used in performance of this Agreement with a minimum limit of $1,000,000 per accident; (c) workers' compensation insurance at statutory limits; (d) employer's liability insurance with minimum limits of $1,000,000 per accident, $1,000,000 each employee by disease and $1,000,000 policy limit by disease; and (e) Law Enforcement Liability insurance with minimum limits of $1,000,000 each wrongful act. 7.2 Insurance Requirements. All insurance and certificate(s) of insurance required by Section 7.1, above, shall be endorsed to contain the following provisions: (1) name the other parry, its officers, and employees as additional insureds as to all applicable coverage with the exception of Workers Compensation Insurance; (2) provide for at least thirty (30) days prior written notice to the other parry for cancellation or non -renewal of the insurance; (3) provide for a waiver of subrogation against the other parry for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of insurance; (4) coverage shall be on a primary basis and non-contributory with any other insurance coverage and/or self-insurance carried by the other parry. Each parry shall provide written notice to the other parry of any material change of, or to, the insurance required herein. All insurance companies providing insurance coverage required by this section shall be authorized to transact business in Texas and rated an "A" by AM Best or other equivalent rating service. Each parry shall submit to the other certificate(s) of insurance evidencing insurance coverage required by this Article together with copies of all endorsements, additional insured endorsements, and waiver of subrogation endorsements. Article VIII Liability/Immunity 8.1 Liability. Each parry agrees to the extent authorized under the Constitution and the laws of the State of Texas, to be fully responsible for any and all claims for damages, costs, and expenses to person or persons and property that may arise out of or be occasioned by this Agreement, including but not limited to its acts of negligence or omission in the arrest, book -in and detention for their respective inmates. Each parry, to the extent allowed by law and without waiving any rights, defenses or protections provided therein, agrees to be responsible for its own acts of negligence. 8.2. Joint Responsibility. In the event of joint or concurrent negligence of the parties, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas without, however, waiving any governmental immunity or defense available to any parry individually under Texas law. Grapevine shall be responsible for its sole negligence. Addison shall be responsible for its sole negligence. The provisions of this section are solely for the benefit of the parties and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. PAGE 7 INTERLOCAL COOPERATION AGREEMENT FOR .TAIL SERVICES CITY OF GRAPEVINE AND TOWN OF ADDISON 8.3 No Waiver of Immunitv. It is expressly understood and agreed that, in the execution of this Agreement, no parry waives, nor shall be deemed hereby to have waived any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in parties not signatories hereto. To the extent authorized under the Constitution and laws of the State of Texas, and without waiving sovereign immunity, each parry shall be responsible for any and all claims, demands, suits, actions, damages, and causes for action related to or arising out of or in any way connected with its own actions, and the actions of its personnel rendered or performed pursuant to the terms and conditions of this Agreement. Each parry agrees to obtain general liability, public official's liability, if applicable, or maintain a comparable self- insurance program. Article IX Miscellaneous Provisions 9.1 Consideration. This Agreement contains the entire agreement of the parties with respect to the matters contained herein and may not be modified or terminated except upon the provisions hereof or by the mutual written agreement of the parties. 9.2 Notice. All notices required by this Agreement shall be in writing and addressed to the parties at the addresses set forth on the signature page(s) (or to such other address that may be designated by the receiving parry from time to time in accordance with this section). All notices shall be delivered by (a) personal delivery, (b) certified or registered mail (in each case, return receipt requested, postage prepaid), (c) nationally recognized overnight courier (with all fees pre- paid), or (d) e-mail of a PDF document containing the notice. Such notice or document shall be deemed to be delivered or given, whether actually received or not, (i) when received if delivered or given in person, (ii) if sent by United States mail, three (3) business days after being deposited in the United States mail as set forth above, (iii) on the next business day after the day the notice or document is provided to a nationally recognized carrier to be delivered as set forth above, or (iv) if sent by email, the next business day. A confirmation of delivery report which reflects the time that the email was delivered to the recipient's last notified email address is prima facie evidence of its receipt by the recipient, unless the sender receives a delivery failure notification, indicating that the email has not been delivered to the recipient. For purposes of notification, the addresses of the parties shall be as follows: 9.3 Entire Agreement. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both parties. 9.4 Venue and Governing Law. This Agreement and any of its terms or provisions, as well as the rights and duties of the parties, shall be governed by the laws of the State of Texas. Venue for any suit between the parties arising from or related to this Agreement shall be in Dallas County, Texas. PAGE 8 INTERLOCAL COOPERATION AGREEMENT FOR .TAIL SERVICES CITY OF GRAPEVINE AND TOWN OF ADDISON 9.5 Authority to Execute. The individuals signing this Agreement on behalf of the respective parties below represent to each other and to others that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the parry for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the parry for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date hereof. 9.6 Severability. The provisions of this Agreement are severable. In the event that any paragraph, section, subdivision, sentence, clause or phrase of this Agreement shall be found to be contrary to the law, or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of this Agreement. However, upon the occurrence of such event, either parry may terminate this Agreement by giving the other parry fifteen (15) days written notice of its intent to terminate. 9.7 Amendments. This Agreement may only by amended by a written instrument signed by authorized representatives of both parties. 9.8 Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. An electronic mail and/or facsimile signature will also be deemed to constitute an original if properly executed and delivered to the other parry. 9.9 Assignment. This Agreement may not be assigned by any parry hereto without the prior written consent of the other parry. 9.10 Force Maieure. No parry shall be liable to the other parry for any failure, delay, or interruption in the performance of any of the terms, covenants, or conditions of this Agreement due to causes beyond the parry's respective control or because of applicable law, including, but not limited to, war, nuclear disaster, strikes, boycotts, labor disputes, embargoes, acts of God, acts of the public enemy, acts of superior governmental authority, floods, riots, rebellion, sabotage, terrorism, a government restriction, quarantine, or mandatory closure order enacted in response to a pandemic or other public health crises, or any other circumstance for which a parry is not legally responsible or which is not reasonably within its power to control (each an event of "Force Maieure"). The parry asserting Force Majeure shall give prompt notice to the other parry of the prevention of performance as soon as the asserting parry is reasonably aware of such prevention and has the burden of demonstrating (i) how and why their performance was so prevented, (ii) the period of time during which they were so prevented from performing (which under the facts may be equal to, or shorter or longer than, the duration of the Force Majeure event itself), and (iii) that the parry used reasonable efforts to mitigate and/or eliminate such prevention and resumed performance under this Agreement as soon as reasonably practicable. 9.11 Representations. Each signatory represents this Agreement has been read by the parry for which this Agreement is executed, that each parry has had an opportunity to confer with counsel, on the matters contained herein. PAGE 9 INTERLOCAL COOPERATION AGREEMENT FOR .TAIL SERVICES CITY OF GRAPEVINE AND TOWN OF ADDISON 9.12 Draftin4 Provisions. This Agreement shall be deemed to have been drafted equally by all parties. The language of all parts of this Agreement shall be constructed as a whole according to its fair and common meaning, and any presumption or principle that the language herein is to be construed against any parry shall not apply. Headings in this Agreement are for the convenience of the parties and are not intended to be used in construing this Agreement. 9.13 Independent Contractor. Except as otherwise expressly provided herein, Addison and Grapevine agree and acknowledge that each entity is not an agent of the other entity and that each entity is responsible for its own acts, forbearance, negligence and deeds, and for those of its agents or employees in conjunction with the performance of services covered under this Agreement. 9.14 No Third -party Beneficiaries. Nothing in this Agreement shall be construed to create any right in any third parry not a signatory to this Agreement, and the parties do not intend to create any third -parry beneficiaries by entering into this Agreement. 9.15 Business Day. For purposes of this Agreement, the phrase "business day" means a day that is not a Saturday, a Sunday, a federally recognized holiday, the Friday after Thanksgiving Day, or such other day the Grapevine City Council has determined by resolution or ordinance that Grapevine City Hall will not be open to the public for general city business. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY - SIGNATURES ON FOLLOWING PAGE(S)] PAGE 10 INTERLOCAL COOPERATION AGREEMENT FOR .TAIL SERVICES CITY OF GRAPEVINE AND TOWN OF ADDISON IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the Effective Date. CITY OF GRAPEVINE, TEXAS IIn Bruno Rumbelow City Manager Date: Notice Address: City of Grapevine Attn: City Manager 200 S. Main Street Grapevine, Texas 76051 E: bumbelow@grapevinetexas.gov TOWN OF ADDISON, TEXAS Hamid Khaleghipour Interim City Manager Date: Notice Address: Town of Addison Attn: Chief of Police 4799 Airport Pkwy Addison, Texas 75001 E: pspencer@addisontx.gov PAGE 11 INTERLOCAL COOPERATION AGREEMENT FOR .TAIL SERVICES CITY OF GRAPEVINE AND TOWN OF ADDISON