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HomeMy WebLinkAbout25-180 - Contract - Electrical Services Northwest, LLC - Electrical Installation: Joseph Foster Memorial Park RestroomCity of Tukwila • 6200 Southcenter Boulevard, Tukwila WA98188 v CONTRACT FOR SERVICES Contract Number: 25-180 Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Electrical Services Northwest LLC, hereinafter referred to as "the Contractor," whose principal office is located at 3902 W Valley Hwy N Suite 406 Auburn, WA 98001. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation_ and Method of Payment The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $35,121.80 at a rate described by Exhibit A. 3. Contractor_Budoet. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Aareement. This Agreement shall be in full force and effect for a period commencing June 9, 2025, and ending December 31, 2025, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. CA Revised May 2020 Page 1 of 4 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating CA Revised May 2020 Page 2 of 4 of not less than A: VII. E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keepina and Reportina. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10, Termination, This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assianment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13, Entire Aareement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA Revised May 2020 Page 3 of 4 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Annlicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this V day of June, 2025. CITY OF TUKWILA Signed by: Initial F- BEE -243805-47 ... Thomas McLeod, Mayor ATTEST/AUTHENTICATED: Signed by: FEFF6xcS4 .. Andy Youn-Barnett, City Clerk APPROVED AS TO FORM: Signed by: �t99CA�4�Y6�4 ... Office of the City Attorney CONTRACTOR: F ocuSigned by: By: V 61 , 11t* Printed Name:cl i nton Teem Title: owner/operations Manager Address- 3902 West Valley Hwy N, Suite 406AUBURN, CA Revised May 2020 Page 4 of 4 IIII �I�Ji�� llll j VIII IIII ii� lull j������ rp Ali Ajo ELECTRICAL SERX1CV',S LLC March 27, 2025 Matt Austin City of Tukwila 6200 Southcenter Blvd. Tukwila, WA. 98188 Re: City of Tukwila / Foster Park / Modular Building Power Project Location: 13919 53rd Avenue South Tukwila, WA. 98168 ESNQ#250068 Electrical Services NorthWest is pleased to offer this proposal for the scope of work listed below: TOTAL: .............................................................................................................................. $31,870.96 SALESTAX 10.1%: .............................................................................................................. $3,520.84 GRAND TOTAL: ................................................................................................................. $35,121.80 Payment terms net 30 days from the date of invoice. All sales subject to Electrical Services NorthWest standard terms and conditions dated 02-02-2024. All freight will be prepaid and added to the invoice. EQUIPMENT. 1. Vac Truck for trenching included. WORKSCOPE: Matt Austin has requested a proposal to connect the power from the Utility source to the new modular building being installed. 1. Seattle City Light Utility service connection included. 2. Trenching via Vac. Truck. 3. Completion of underground conduit from utility source to the new modular building. 4. New service connection at Modular building. 5. Start-up and testing included. Exclusions: 1. Any upgrades required due to unforeseen existing conditions. SCHEDULE Personnel will be scheduled upon written acceptance of this proposal in the form of a contract, work order, purchase order, or similar documentation. All efforts will be made to accommodate the project schedule; however, personnel and equipment are scheduled on a first come, first served basis. Monday through Friday 6:OOAM until 4:30PM will be billed at a straight time (ST) rate. Monday through Friday before 6:OOAM or after 4:30PM will be billed at an overtime (OT) rate. Saturday and after eight consecutive ST hours worked will be billed at an OT rate. Sunday and after twelve consecutive hours worked will be billed at a premium time (PT) rate. Thank you for this opportunity to be of service. Should you have any questions please don't hesitate to give me a call. Respectfully Submitted by Electrical Services NorthWest LLC. O&AW ?"Im Clinton Teem Operations Manager Electrical Systems NorthWest 2,Il,iiIng;t.o..in:;t. ..e..i M. ellectirciiallseirviicesir�w,.corn ESN Terms and Conditions A proposal or quotation issued by Electrical Services Northwest named in the proposal ("E.S.N.") provided to you (the "Proposal") is an offer to sell services to you and/or procure equipment, parts, components, and software ("Procured Items") for you as specified in the Proposal ("Services") pursuant to these terms (the "Terms"). By accepting the Proposal, instructing E.S.N. to begin work or by executing the Proposal, you are agreeing to be bound by these Terms. The Proposal and Terms together form the entire agreement between you and E.S.N. (the "Agreement"). E.S.N. reserves the right to increase fees via Change Order should the terms or conditions of the service or the costs associated with the procurement of equipment, parts, components, and software increase during the term of the engagement. Your Obligations and Changes You agree to pay E.S.N. fees, charges, and reimbursable expenses for the Services and applicable taxes thereon (the "Charges") within 30 days after receipt of the invoice by you unless otherwise specified in the Proposal. Invoices are deemed received by you within 24 hours of being sent by E.S.N. If the invoice is not paid by the due date, such charges may accrue late interest up to 1.5% of the outstanding balance per month, or the maximum permitted by law, whichever is lower, from the date such payment is due until the date paid. A surcharge of 2.5% of the invoice amount will apply to all invoices paid by credit card. You will be billed weekly for Services performed during the prior week for Services provided on a time and materials basis, as well as fixed price jobs without milestones; otherwise, you will be billed upon the completion of applicable milestones as set out in the Proposal. In addition, E.S.N. may suspend performance of the Services without liability to you until payment of all overdue amounts is made in full, including applicable interest and may require a retainerfor Services to be rendered in future. All expenses incurred by E.S.N. relating to the collection of past due amounts shall be charged to your account. You will provide E.S.N. with access to the job site and all information about hazards including Material Safety Data Sheets as well as timely decisions upon request and all documentation and information reasonably required by E.S.N. for its provision of the Services. E.S.N. is entitled to rely upon the accuracy of that documentation and information and you assume the risk of any inaccuracy unless validation of that documentation and information is specifically part of the Services. You may not require E.S.N. or its employees as a condition to site access or otherwise, to further agree or to enter into any agreement which waives, releases, indemnifies, or otherwise limits or expands any right or obligations whatsoever hereunder. You and E.S.N. shall take all such reasonable steps to protect the confidentiality of information provided by one to the other and neither party shall disclose same or use it for purposes other than for the project under which the Services are rendered. If, during the term of this Agreement, circumstances or conditions that were not originally known to E.S.N. become known, to the extent that they affect the Services, Prices, Charges, schedule, allocation of risks or other material terms of this Agreement, E.S.N. reserves the right to renegotiate appropriate portions of this Agreement. E.S.N. shall notify you in writing ofthe changed conditions necessitating renegotiation, and you and E.S.N. shall promptly and in good faith enter into renegotiation of this Agreement to address them and it is specifically agreed that the re -negotiation may result in a change in the scope of the Services, the Charges, the schedule, or other material terms of this Agreement and that a change order premium may be applied by E.S.N.. Standard of Care and Warranty E.S.N. Services shall reflect that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality (the "Standard of Care"). Upon prompt, written notice to E.S.N., but in any event within one (1) year of completion of the Services, that the Services or part of the Services fail to meet that Standard of Care, E.S.N. shall, at its option, re -perform the portion of the Services not meeting the Standard of Care to remedy the deficiency, or pay you the amount of the Charges paid by you for the Services not meeting the Standard of Care. All Procured Items carry only the specific manufacturer's warranty related to it or extended to E.S.N. by its supplier and E.S.N. provides no separate warranty including but not limited to any warranties relating to title and non -infringement of third -party intellectual property rights. E.S.N. will assign or flow through to you all warranties provided by third parties with respect to the Services. You will be responsible for all E.S.N. costs associated with your cancellation of any order of Procured Items including shipping and cancellation or re -stocking charges. E.S.N. bears no liability for any delays in shipping or delivery of Procured Items. The risk of loss of Procured Items passes to you at the same time as E.S.N. supplier's terms transfer that risk to E.S.N. Except for the Standard of Care, E.S.N. disclaims all warranty, guarantee or condition, statutory or otherwise, express, or implied, written, or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. Nothing in the Agreement creates a fiduciary duty owed by one party to the other. The Limitation of Liability provision below limits E.S.N. liability to you. Limitation of Liability In recognition of the relative risks and rewards for you and E.S.N. in connection with the project under which E.S.N. provides the Services, you and E.S.N. agree that notwithstanding any other provision in the Agreement, the common law, applicable statutes, or any other legal theory, and to the fullest extent permitted by law, THE TOTAL AGGREGATE LIABILITY OF E.S.N. AND, TO THE EXTENT LEGALLY LIABLE IN ANY MANNER, THE LIABILITY OF ITS OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, OWNERS AND SUBCONSULTANTS, FOR ANY AND ALL CLAIMS, LOSSES, COSTS, DAMAGES OF ANY NATURE WHATSOEVER OR CLAIMS OR EXPENSES FROM ANY CAUSE OR CAUSES RESULTING FROM OR IN ANY WAY RELATED TO THE PROJECT, THE SERVICES OR THE AGREEMENT, INCLUDING LEGAL FEES AND COSTS AND EXPERT -WITNESS FEES AND COSTS, IS LIMITED to, at E.S.N. option, either the re -performance by Shermco of the Services not meeting the Standard of Care to remedy the deficiency or the payment by E.S.N. to you for actual damages incurred by you directly up to an amount equal to the Charges paid byyou for the Services not meeting the Standard of Care. This limitation limits any and all of E.S.N. liability or cause of action however alleged or arising including any indemnity obligations, and regardless of the success or effectiveness of other remedies, relating in any fashion to any work and any Services, whether originally performed or re -performed, any revisions to the work or the services rendered hereunder and any misrepresentations made during the course of rendering those services whether by E.S.N. employees, sub -contractors, consultants, or agents, and includes without limitation, those caused by E.S.N. negligence or gross negligence, a fundamental breach of contract or breach of a fundamental term or any other breach of duty whatsoever unless otherwise prohibited by law. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither party shall ever be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising out of the project, the provision of the Services or the Agreement regardless of whether such losses were foreseeable at the time of the making of the Agreement. This mutual waiver of damages includes, but is not limited to loss of use, business interruption or loss of revenue, savings, reputation, data, computer functionality, use of equipment, earnings, income or profits, that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of warranty of any kind even if such party has been advised of the possibility of such potential loss or damage in advance. E.S.N. shall not be responsible for the acts or omissions of you, your employees, contractors, subcontractors, agents, or their employees, nor liable for any loss, injury, or damage to persons or property caused by their negligence or fault. Ownership and Use of Documents, Patents and Trademarks All documents, including drawings, plans, models, designs, specifications, reports, photographs, computer software, surveys, calculations, computer print-outs, electronic files, and other data used in connection with the Services and which were prepared by, or on behalf of, E.S.N. (the "Documents") and all patents, trademarks, copyrights, industrial or other intellectual property rights resulting from the Services or from concepts, products, or processes that are developed or first reduced to practice by E.S.N., or others on behalf of E.S.N., in performing the Services (the "Intellectual Property") are E.S.N. property whether the work is executed or not and together, are E.S.N. "Instruments of Service". E.S.N. retains all common law, statutory and other reserved rights thereto. You may only use the Instruments of Service as permitted under these Terms if you have paid the Charges. Thereafter, you are granted a non- exclusive license to use the Intellectual Property inherent in the Instruments of Service for the life of, and only for, the project under which E.S.N. provided the Services and retain and use a copy of the Documents all solely for purposes of its maintenance and repair. The terms of use and license of any of E.S.N. intellectual property licensed to you under a separate license agreement are not governed by this Agreement. You will not, directly, or indirectly, disclose to third parties, use, misuse or modify the Instruments of Service except as specifically authorized in this Agreement or explicitly agreed to in writing by E.S.N. You will, to the fullest extent permitted by law, indemnify and hold harmless E.S.N. from any and all claims by any party (including claims of infringement of third - party intellectual property rights), damages, liabilities or costs, including reasonable legal fees and expenses on a solicitor and own client basis, arising, directly or indirectly in any manner whatsoever, out of any such unauthorized disclosure, use, misuse or modification of the Instruments of Service. You agree that E.S.N. is not responsible for or liable to you or anyone else for the consequences, financial, legal, or otherwise, of your disclosure, use, misuse, or modification of the Instruments of Service. Remedies on Breach Nothing in the Agreement shall operate to limit a party's legal remedies for breach ofthe other party's obligations hereunderwhich shall, always, be cumulative. You agree that any material breach of this Agreement will cause irreparable harm to E.S.N., that such harm will be difficult if not impossible to ascertain, and that Shermco shall be entitled to equitable relief, including injunction, against any actual or threatened breach hereof, without bond and without liability should such relief be denied, modified, or vacated. Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive of or preclude E.S.N. from any other remedy. Force Majeure E.S.N. shall not be responsible or liable for any loss, damage, detention or delay arising directly or indirectly from any cause or event beyond E.S.N. reasonable control including war, invasion, insurrection, riot, the order of any civil or military authority, or by fire, flood, weather or other acts of the elements or acts of God or other emergencies, pandemics or other public health emergencies, breakdown, lockouts, strikes or labor disputes; the lack of availability of equipment, supplies or products (but not to the extent that any such lack of availability of any of the foregoing results from E.S.N. failure to have exercised reasonable diligence); failure of any Government agency to act in a timely manner, or, failure of performance by you or your contractors or consultants; or without limiting the foregoing, any other cause beyond E.S.N. reasonable control. General Nothing in the Agreement shall create a contractual relationship with, or a cause of action in favor of, any third party. The Services are being performed solely for your benefit and no other party shall have any claim against E.S.N. because of the Agreement or the performance or non- performance of the Services. E.S.N. may provide Services through resources of its subsidiaries or affiliates and may subcontract performance of the Services without your consent but remains liable, therefore. Neither party shall, during the term of the Agreement and for a period of two (2) years thereafter, without the prior written consent of the other party, offer employment to or actively solicit any employees or personnel of the other party who have been engaged in or associated with the Services. This Agreement supersedes all prior negotiations, discussions, agreements, or representations whether written or oral. No other terms, conditions, warranties, or understandings whether express or implied, form a part of this Agreement. No amendment or waiver of the Agreement is binding unless agreed to in writing by both parties, a waiver of one provision does not operate to waive any other provision and no waivers of a provision of the Agreement shall act as a subsequent waiver of the same provision. If any provision of the Agreement is invalid or unenforceable, the remaining provisions are valid and binding. E.S.N. may, at any time, at its sole option, assign this Agreement wholly or in part. Termination and Survival Either party may terminate this Agreement upon material breach of this Agreement by the other party upon five (5) days' written notice to the breaching party or for convenience upon giving the other party not less than fifteen (15) calendar days' written notice and, in the event of termination of this Agreement by either party, you shall, within fifteen (15) calendar days of receipt of E.S.N. final invoice, pay E.S.N. for all Charges up to and including the date of termination. If a party is purporting to terminate for material breach, the breaching party shall have seven (7) days to resolve the breach in which case, the Agreement shall not be terminated. Obligations related to confidentiality, payment for Services and indemnification survive the termination of this Agreement. Client: City of Tukwila_ Signed by: By: g73gg4 35450... Kris Kelly Printed Name: Title: Parks & Recreation Deputy Director 6/3/2025 1 12:54 PM PDT Date: The Terms and Conditions detailed herein will supersede any Client Terms that may be issued after this Proposal.