2. Incorporation; Supersession. These Vendor T&Cs form part of each and every Agreement between LCG and Vendor, whether expressly incorporated, by reference or by verbatim inclusion, or not. In case of any conflict between these Vendor T&Cs and other Agreement Documents, these Vendor T&Cs shall control. These Vendor T&Cs may be modified only by a written instrument, signed by the parties, specifically referring to such portion(s) of these Vendor T&Cs as are intended to be so modified.

3. Shipping and Billing; Provision of Services. Vendor shall comply fully with all shipping and billing instructions of LCG. Goods are to be prepared for shipment with due care but no charge shall be allowed for cartage, packing or other handling activities unless expressly provided in the Agreement Documents. All goods must be shipped in time to meet delivery schedules and at the most advantageous rates unless otherwise authorized in writing by LCG. Invoices subject to cash discount shall be mailed on the day they are dated and, if not, the discount period begins on the day received by LCG’s accounting department. If a bill of lading or express receipt is not attached to the invoice, the discount period shall begin when documents are received by LCG’s purchasing department. All expenses incurred by Vendor’s failure to furnish necessary documents shall be charged to and paid by Vendor. LCG shall have no liability for goods delivered to it which are in excess of quantities specified in delivery schedules and reserves the right to return at Vendor’s risk and expense all goods received by it in advance of the wanted date for subsequent delivery on the wanted date. Vendor shall bear all risk of loss or damages to all goods ordered until they are actually received by LCG. Time is of the essence of performance of the Agreement whether involving delivery of goods or provision of services. 

4. Price. Vendor warrants that the prices quoted to LCG are the lowest that these or similar goods or services are sold by Vendor to others and that they are comprehensive and that no additional charges of any type shall be added without LCG’s express written consent in advance. Vendor agrees that any price reduction for these or similar goods or services after placement of any individual order, but prior to payment for such order, will be applicable to such then-pending order.

5. Change Orders. LCG may make changes to any pending order for goods or services, at any time for its convenience, upon written notice to Vendor. Such changes may include (but are not limited to) changes in packaging, time, place and schedule of delivery and method of transportation of goods. Such changes shall be subject to equitable adjustment in Vendor’s performance or delivery schedule, and the Agreement’s pricing, based on reasonable and unavoidable costs and delays incurred by Vendor prior to notice of the change. Any claim of Vendor for such an adjustment shall be waived if not submitted in writing to LCG within 30 days of Vendor’s receipt of LCG’s change notice. 

6. Inspection and Rejection. Vendor shall be responsible for inspecting and testing all materials and equipment whose use or provision is part of the Agreement. Goods and services ordered by LCG shall be subject before delivery or provision to inspection, testing, or audit by LCG at reasonable times and places. Vendor shall provide access for LCG to all facilities at all reasonable times for such inspection, tests, and audits, and, at no additional cost, provide all tools, equipment, and assistance reasonably necessary. Inspection, tests, or audits before delivery to LCG do not constitute final acceptance nor do they or any other inspecting, testing, or auditing by LCG, or failure of LCG to do so, relieve Vendor from exclusive responsibility for furnishing goods or services in full conformance with the Agreement. Vendor warrants that it has and will maintain an adequate quality assurance and/or control program for the goods or services ordered and that it makes and maintains adequate authenticated quality control and/or assurance reports, records, certificates, affidavits, and the like relating to the goods or services subject of the Agreement. Vendor agrees that upon request and at no additional charge, it will promptly furnish authenticated copies thereof as well as applicable certificates of conformance and/or compliance acceptable to LCG at the time of or after delivery or provision. Goods and services of Vendor shall be received subject to inspection and approval by LCG after delivery or provision. LCG may give Vendor notice of rejection, notwithstanding any payment, passage of title, approval, prior test or inspection. No inspection, approval, test delay or failure to inspect or test or failure to discover any defect or other nonconformance shall relieve Vendor of any obligations hereunder or impair or waive any right or remedy of LCG to reject supplied goods or services and, in addition to its other rights and remedies, LCG shall have, without limitation, all of the following rights: (1) to make returns to Vendor for reimbursement, credit, replacement, or corrections as LCG may direct; (2) to correct, rework, and/or replace them itself or by a third party with any reasonable additional costs to be charged to and paid by Vendor; and (3) to hold goods at Vendor’s risk and expense for disposal or correction according to Vendor’s instructions. Any goods rejected by LCG that are returned to Vendor shall be at Vendor’s risk and expense with the cost of packaging, handling, inspection, examination, transportation and the like incidental thereto to be charged to and paid by Vendor. Rejected goods shall not thereafter be tendered to Buyer for acceptance unless the previous rejection and requirement of correction are disclosed to Buyer in writing.

7. Default and Termination.

• The provisions of Sec. 7(b) below shall apply if any of the following events occurs (each, an “Event of Default”):
  • Vendor becomes insolvent, or insolvency, receivership or bankruptcy proceedings are commenced by or against Vendor;
  • Vendor violates laws or ordinances applying to the Agreement or disregards instructions of LCG;
  • Vendor allows any lien or privilege to be placed upon any property of LCG or places such lien or privilege itself;
  • Vendor fails, neglects, refuses or is unable to provide ample supervision, labor, materials or equipment to perform the services or provide goods called for at a rate and in a manner reasonably deemed sufficient by LCG; or 
  • Vendor defaults in its performance of any provision of this Agreement.
• If an Event of Default occurs, the following shall apply:
  • LCG, without prejudice to any other right or remedy, may terminate the Agreement by providing notice of termination to Vendor.
  • LCG shall have the right to complete any services unfinished by Vendor as LCG deems appropriate.
  • Within 30 days of such Event, LCG shall pay to Vendor the amount to which Vendor is entitled for its provision of such goods or performance of such services as were satisfactorily provided or performed up to the date of such termination, less any costs and expenses suffered or incurred by LCG as a result of the Event of Default.
• LCG may terminate the Agreement for any cause or for no cause, in whole or in part, at any time upon written notice to Vendor. Any such termination shall not affect any rights or obligations which have accrued under this Agreement, except as otherwise provided herein.

8. Payment not Acceptance; Prohibition Against Liens. Payments by LCG to Vendor, whether partial or final, shall not be acceptance of goods or services provided under this Agreement, which shall instead be subject to the provisions of Sec. 6 herein. Vendor shall make timely payments to all workmen, materialmen and subcontractors and take all other action necessary to keep all property of LCG free of liens or privileges caused by any action or inaction of Vendor. LCG may withhold payment of amounts due to Vendor until LCG has been furnished with proof satisfactory to LCG that either all amounts have been paid or Vendor has provided for satisfactory payment. If a lien or privilege attaches to LCG property as a result of any action or inaction by Vendor, LCG may make any payment necessary to discharge the lien or privilege, and it may offset the amount of the lien or privilege, together with damages, attorneys’ fees and court costs, that it incurs because of the lien or privilege or its discharge, against any payment owing or to be owed to Vendor. Vendor shall defend, indemnify and hold LCG harmless from and against any liens or privileges arising out of or connected with this Agreement as a result of any action or inaction of Vendor, including, but not limited to, attorneys’ fees and court costs incurred as a result of such liens or privileges.

9. Confidentiality. Vendor shall not publicize the fact that LCG has contracted with Vendor and not to disclose any details or other information about the order without LCG’s written permission. Unless otherwise known to the public, all information disclosed by LCG to Vendor is confidential and proprietary and Vendor agrees that it shall not be disclosed or used except for the purpose of performing this agreement. All things (such as drawings, documents, etc.) containing such information are the property of LCG and are to be delivered to it upon demand. Vendor agrees that no information disclosed by it to LCG shall be confidential unless due notice thereof is given in advance to and accepted by Buyer in writing. Notwithstanding the foregoing, LCG shall not be required to treat as confidential any information not actually trade secret or otherwise confidential and not so designated by Vendor in conformance with LSA-R.S. 44:3.2.

10. Warranties. Vendor shall perform services and provide goods contemplated by the Agreement with due diligence and in a good, workmanlike and timely manner, in accordance with the best practices applicable to such goods or services. As to services provided, Vendor warrants for the Warranty Period that the services will be in accordance with the specifications set forth in the Agreement and will be completed in a good and workmanlike manner and in accordance with applicable laws, rules and regulations. As to goods sold or materials and equipment manufactured or supplied, Vendor warrants for the Warranty Period (i) good and merchantable title to such goods, materials or equipment, (ii) that such goods will be free from Defects in materials and workmanship and be of merchantable quality, (iii) that such goods will conform to applicable specifications set forth in the Agreement, and (iv) that such goods comply with all applicable laws, rules and regulations. In addition, Vendor shall cause all manufacturer warranties on all goods sold and materials and equipment supplied to be transferred to LCG upon Vendor’s provision of such goods. These warranties are in addition to all other warranties, expressed, implied or statutory. Vendor shall indemnify, defend and hold Buyer fully harmless from any breach of these warranties and this shall be without prejudice to any other rights or remedies of LCG. Limitations on LCG’s remedies, or disclaimers of warranties, in other Agreement Documents shall not be effective and are rejected. All warranties and all provisions of this Sec. 10 shall survive inspection or acceptance of payment for, and use of the goods or services ordered and completion, termination, or cancellation of the Agreement, and shall run to LCG, its customers, successors, and assigns, and to users of the goods or services.

11. Independent Contractor. Nothing contained in this Agreement shall be construed to constitute Vendor as a partner, joint venturer, employee or agent of LCG.  It is intended that Vendor shall, in all instances, be and remain an independent contractor responsible for its own actions and for its own agents, employees and representatives, and Vendor further acknowledges it is not economically dependent upon Company. In this respect, the parties hereby acknowledge that LCG shall only have the right to prescribe and designate the result to be accomplished, and that LCG does not retain any supervisory control or authority or right to direct or control any part of the services to be performed by Vendor. Vendor and its (or their) personnel will not be eligible to participate in any vacation, group medical or life insurance, disability, or retirement benefits, or any other fringe benefits or plans offered by LCG to its employees. LCG will not be responsible for withholding or paying any taxes (including but not limited to income, payroll, Social Security, or other federal, state, or local taxes), making any insurance contributions, including for unemployment or disability, or obtaining worker’s compensation insurance on behalf of Vendor’s personnel. Vendor shall be responsible for, and shall indemnify LCG against, all such taxes or contributions, including penalties and interest.

12. General Indemnity. Vendor shall defend, indemnify, and hold harmless LCG, its employees, agents, representatives, volunteers, officers, customers, and users of Vendor’s goods and services (collectively, the “Indemnified LCG Parties”) from and against all demands, claims, damages, loss, or liabilities of every kind and nature (including attorney fees and costs) based upon any allegations of, or resulting from, any defect or non-conformity in the goods or services purchased by LCG, or any default or breach of this contract by Vendor, or any act or omission of Vendor, its agents, employees, or representatives, or those of its subcontractors. Seller agrees to indemnify, hold harmless, protect and defend Indemnified LCG Parties against all suits and from all claims, demands, judgments, settlements, costs, losses, damages, and attorney fees for actual or alleged infringement of patents, trademarks, copyrights, trade secrets, or other actual or alleged rights of third parties in connection with the goods or services of Vendor, provided that they are used as normally intended and are not made or performed to LCG’s own specifications. All obligations of Vendor to indemnify, hold harmless, protect and defend are in addition to warranty obligations and all other rights or remedies of LCG and survive acceptance and use of the goods or services, payment, and completion, termination, or cancellation of the Agreement.

13. Taxes, Licenses, and Fees. Vendor’s compensation under the Agreement includes, without limitation, all applicable state(s) sales, use, consumer, excise and similar taxes as may be applicable in connection with or incident to the performance of the Agreement. Vendor shall include any such taxes as a separate line item on its invoices to LCG. Vendor agrees to pay or have paid and shall properly report all taxes, licenses, and fees levied or assessed by any governmental agency and any unemployment compensation insurance, social security, medical insurance, salary, pension benefits, pro rata allowances for vacation and sick leave pay, as well as all other employee benefit program benefits, and other taxes upon the wages of Vendor’s personnel in connection with or incident to Vendor’s performance hereunder (collectively, “Taxes and Charges”). Vendor agrees to reimburse LCG on demand for any Taxes and Charges, whether local, state or federal, which LCG may be required or deem it reasonably necessary to pay on account of Vendor. Vendor agrees to furnish LCG with the information required to enable LCG to make the necessary reports and to pay such Taxes and Charges.  At its election, LCG is authorized to deduct all sums so paid for such Taxes and Charges from such amounts as may be or become due to Vendor hereunder. LCG’s payment of, and Vendor’s reimbursement for, such Taxes and Charges shall be solely for the purpose of compliance with applicable law and shall not affect the independent contractor relationship of the parties.

14. Compliance with Applicable Law. Vendor agrees to ascertain and comply with all federal, state and local laws, regulations, and orders applicable to the production, sale, delivery, and performance of the goods and services covered by the Agreement. Upon request, Vendor shall furnish LCG with certificates of compliance with them. Vendor certifies that the goods or services covered by its invoices are produced and/or rendered in accordance with the Fair Labor Standards Act of 1938, as amended. Unless exempted, Vendor also certifies that such goods or services shall be produced in compliance with all applicable non-discrimination laws, regulations, and orders, including those relating to the provisions of Executive Order 11246, as amended by Executive Order 11375 (Equal Employment Opportunity), 38 USC Chapter 42,4212 (Vietnam Era Veterans Readjustment Assistance Act), Section 503 of the Rehabilitation Act of 1973 (Handicapped Regulations), and the implementing regulations found at 41 CFR 60-1 & 2, 41 CFR 60-350, and 41 CFR 60- 741, respectively, are hereby incorporated by reference. Vendor shall be responsible for and shall release, defend, indemnify, and hold LCG harmless from and against any and all fines, penalties, or other similar assessments imposed or assessed against Vendor or LCG as a result of Vendor’s partial or alleged failure to comply with all laws, rules, regulations and orders.

15. Toxic and Hazardous Substances. Vendor warrants:

• that any chemical or substance supplied to LCG in connection with this Agreement is on the Toxic Substance Control Act inventory or that the pre-manufactured notice requirements thereof have been satisfied and the chemical or substance is lawfully available for sale and use; 
• that chemicals or substances supplied by Vendor will be properly packaged and will have all appropriate warning labels, instructions for use, and notices, and if supplied in bulk Vendor shall give LCG a supply of such warning labels, instructions, and notices for use by LCG;
• that Vendor shall supply with or before delivery and at any time upon LCG’s request, all information known to it with respect to potential hazards involved in the handling, use, storage, disposal, or transportation of the chemicals or substances, and all data on the possible toxic or harmful effects and what precautions should be taken to eliminate or reduce risks to a minimum; and
• that Vendor shall ascertain and furnish all information needed by LCG to comply with all safety-related laws and regulations (including, without limitation, those relating to applicable right-to-know laws ), and with laws and regulations regarding composition, ingredients, or otherwise, including upon written request promptly furnishing to LCG a list of all ingredients therein. At LCG’s request, Vendor agrees that it will accept the return of unused toxic or hazardous chemicals or substances furnished in connection with this Agreement. 

16. Assignment and Subcontractors; Provision of Information and Materials. Vendor shall not assign, delegate or subcontract its rights or duties under this Agreement without the prior consent of LCG. Any assignment, delegation or subcontracting in violation of this Section 16 shall be void. Consent to assign given by LCG shall not relieve Vendor of responsibility for performance of its obligations under this Agreement.

Vendor is solely responsible for the selection and performance of all subcontractors. All proposed subcontractors shall be licensed where required by Louisiana licensing laws, LSA-R.S. 37:2150 et seq. Within 10 days following contract award, Vendor shall provide to LCG in writing (through LCG’s supervising engineer or architect, if applicable; and through its Purchasing department if not):

• Identification of the individuals or companies it proposes to use as a subcontractor for any work valued in excess of $10,000.00, along with suppliers of any equipment with a value of $10,000.00 or more, together with identification of the scope of goods or services anticipated to be procured from each identified subcontractor; 
• Vendor’s ownership and key personnel assigned to performance of the Agreement;
• Copies of any beneficial-ownership filings required of Vendor under the Corporate Transparency Act, as amended;
• Where the Agreement contemplates no performance bond, a personal guarantee of Vendor’s principal(s), in form acceptable to LCG, for obligations of Vendor under the Agreement; 
• Documentation of Vendor’s Better Business Bureau (“BBB”) accreditation, if applicable, and of any complaints and their resolution with the BBB chapter(s) having jurisdiction over Vendor’s place of domicile and over Vendor’s principal place of business, if different;
• Affidavits of Vendor and of each proposed subcontractor attesting to the substance of LSA-R.S. 38:2227(A) regarding past criminal convictions of any individual partner, incorporator, director, manager, officer, organizer or member who has a minimum of ten (10%) ownership; and
• Proof of insurance for each proposed subcontractor in the same coverages and limits required of Vendor, unless otherwise agreed in writing by LCG. 

LCG, or where applicable its supervising engineer or architect, shall within 14 days following receipt of the required information from Vendor provide notice of any reasonable objection to any proposed subcontractor. Vendor shall not contract with a proposed subcontractor to which LCG has made timely objection. In such case, Vendor shall propose an alternate subcontractor. Vendor shall not substitute a subcontractor without notifying LCG of the intended substitution. The proposed substitute subcontractor must provide the information requested in this section. 

17. Notifications. Vendor shall immediately notify LCG of any actual or possible safety problems with goods or services furnished by Vendor. Vendor also shall give LCG reasonable advance notice of potential material shortages, labor disputes, insolvency or other matters that might delay or interfere with Vendor’s performance of its obligations under the Agreement. 

18. Limitations on LCG’s Liability. In no event shall LCG be liable to Vendor for consequential, incidental, punitive or special damages of any kind or for damages in excess of the price allowable to the portion of the goods or services on which the claim is based.

19. Choice of Law; Choice of Venue. The Agreement shall be governed by and construed in accordance with laws of the State of Louisiana. Any and all disputes regarding the Agreement or the subject matter covered thereby shall only be brought in the 15th Judicial District Court in Lafayette Parish, Louisiana. 

20. Attorney’s Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of the Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which the prevailing party may be entitled.

In addition to the General Vendor Terms and Conditions, the following provisions apply to grant-related agreements.

21. Equal-Opportunity Employment. As to performance of the Agreement or any portion of it for a price or at a cost of more than $10,000.00, Vendor agrees as follows:

• Vendor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Vendor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Vendor shall post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
• Vendor shall, in all solicitations or advertisements for employees placed by or on behalf of Vendor, state that all qualified applicants will receive consideration without regard to race, color, religion, sex, or national origin. 
• Vendor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the Contract Compliance Officer advising the said labor union or workers' representatives of Vendor’s commitment under this Section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
• Vendor shall comply with all provisions of Executive Order 11246 of September 24, 1965, as amended, and the rules, regulations, and relevant orders of the Secretary of Labor.
• Vendor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, as amended, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the Department and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and others.
• In the event of Vendor’s noncompliance with the non-discrimination clauses of any contract or with any of the said rules, regulations, or orders, that contract may be cancelled, terminated, or suspended in whole or in part and Vendor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, as amended, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
• Vendor shall include the provisions of the sentence immediately preceding Sec. 21(a) and the provisions of Secs. 21(a) through 21(g) hereof in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, as amended, so that such provisions will be binding upon each subcontractor or vendor. Vendor shall take such action with respect to any subcontract or purchase order as the Department may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Department, Vendor may request the United States to enter into such litigation to protect the interest of the United States.

22. Access to Records; Maintenance of Records. The State of Louisiana, the Department of Housing and Urban Development, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers and records of Vendor which are directly pertinent to the Agreement, for the purpose of audits, examinations, and making excerpts and transcriptions. All records connected with the Agreement will be maintained in a central location by the unit of local government and will be maintained for a period of five (5) years from the official date of the State's final closeout of the grant.

23. Conflicts of Interest.

• No officer or employee of the local jurisdiction or its designees or agents, no member of the governing body, and no other public official of the locality who his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed. Vendor shall incorporate in all subcontracts the language set forth in this paragraph prohibiting conflict of interest.
• No member of or delegate to Congress, or Resident Commissioner, shall be admitted to any share or part of any contract or to any benefit that may arise therefrom, but this provision shall not be construed to extend to any contract if made with a corporation for its general benefit.