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j. WAIVER. No waiver by either party of any of any provision hereof shall constitute a waiver of any other term of this Agreement nor shall it preclude either party from enforcing its rights. k. NONAPPROPRIATION. The continuation of this Agreement is contingent upon the appropriation of funds by the Client's City Council. If the insufficient monies are appropriated to provide for the continuation of the Contract, or if such appropriation is reduced, and the effect of such reduction is to provide insufficient monies for the continuation of this Agreement or any Work Order hereto, the Agreement or applicable Work Order(s) shall terminate on the date of the beginning of the first fiscal year for which funds have not been appropriated. ImageTrend shall be entitled to payment for deliverables in progress, to the extent work has been performed pursuant to this Agreement or any Work Order hereto; obligations that have been incurred that extend beyond the date of termination; and reasonable contract close-out costs. INDEPENDENT CONTRACTORS. It is the express intention of Client and ImageTrend that ImageTrend and its employees and agents will perform the services hereunder as independent contractors to Client. Nothing in this Agreement shall in any way be construed to constitute ImageTrend or its employees or agents as an agent, employee or representative of Client. Without limiting the generality of the foregoing, ImageTrend is not authorized to bind Client to any liability or obligation or to represent ImageTrend has any such authority. Client and ImageTrend agree that neither ImageTrend employees nor its agents will receive Client -sponsored benefits from Client. m. NOTICES. Any notice required to be given by either party to the other shall be deemed given if in writing on the date actually delivered (including electronic methods such as e-mail), or if deposited in the United States mail in registered or certified form with return receipt requested, postage prepaid, on the postmarked date and addressed to the notified party at the address set forth below, or to such other address as a party may designate from time to time by means of notice given hereunder to the other party. If to Client: City of Redwood City Attn: City Manager 1017 Middlefield Road Redwood City, California 94063 With a copy to: City of Redwood City, Fire Department Attn: Fire Chief REV: 06-15-2020 PR ATTY/AGR.2020.099/ImagTrend, Inc. (Page 14 of 32)