DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
This Master Agreement (the “Agreement”) is effective as of January 01, 2020 by and between W.W. Grainger, Inc. an Illinois
corporation with offices located at 100 Grainger Parkway, Lake Forest, IL 60045 (hereinafter referenced as the “Supplier” or
“Grainger”), and Educational and Institutional Cooperative Services, Inc., a New York non-profit corporation with offices
located at 2 Jericho Plaza, Suite 309, Jericho, NY 11753 (hereinafter referenced as “E&I”). E&I and Supplier together in this
Agreement will be referenced as “Parties”.
This Agreement has been established based on RFP #683484 for Maintenance, Repair and Operations (MRO) Supplies and
Other Related Products & Services, all addenda, Supplier response, best and final offer, and negotiations.
I. Scope
This National agreement shall apply to all E&I member institutions (as listed in the Official Member List, as updated
from time to time, to be provided to the Supplier), their divisions, subsidiaries and affiliates. In addition, if E&I or any
of its affiliates elect to participate in this Agreement, they shall be considered member institutions.
This Agreement is to be the most competitive offer across price, product breadth and availability, service and innovation.
It is not generic but delineated to be pertinent to each E&I segment whether small, medium or large, K-12, higher
education or teaching healthcare facilities, public or private. Grainger account managers and the dedicated E&I customer
service group will be responsible to stay attuned to market changes that best serve each individual E&I member.
Grainger has agreed to market this Agreement as part of their commitment to E&I as their Go-to- market vehicle for
Grainger’s Education customers. Grainger has also agreed to develop and implement the go-to-market strategy to best
position and educate Grainger Education customers and E&I Members on the overall benefits of this Agreement. In the
event a new or existing Grainger Education customer (“Grainger Customer”) is not currently a member of E&I, Grainger
will provide such Grainger Customer information to E&I. It is the Member’s sole decision to select one eligible Grainger
“Catalog Wide” Agreement in which they elect to participate.
All members that are enrolled in E&I Contract number CNR01248 will be automatically converted to this Agreement
upon execution of this Agreement between the Parties.
This Agreement does not constitute a purchase order or a commitment to purchase products and/or services by E&I or its
members. Any purchases made under this Agreement shall be made by the individual participating member institutions
and any resulting contract shall be between the member and the Supplier.
II. Term of Agreement
This Agreement term will be for five (5) years, effective 01/01/2020 through 12/31/2024 (“Initial Term”), with one (1)
five (5) year renewal (“Renewal Term”). Prior to the end of the Initial Term the program will be evaluated in overall
context and performance. Exercise of the Renewal Term is at the option of E&I and will require sixty (60) days prior
written notice to the Supplier.
III. Pricing
The pricing for this Agreement is based on the Supplier’s Contract Reference Price (CRP) which is the same for all
Grainger Contracts. The pricing and Category Discount programs for this Agreement for the products and/or services
available to members are outlined in Attachment A and shall be applicable to all purchases made under this Agreement.
Current CRP File to be provided by Grainger to E&I as it changes during the term of this Agreement.
CRP changes are allowed up to three (3) times each contract year (January 01 to December 31) with forty-five (45) days
advance notice to E&I. The maximum allowable increase for CRP is not to exceed 3% or the National Producer Price
Index (NPPI), on an aggregate annual basis for all Products and Services, whichever is lower.
Products with pricing that is considered “volatile” shall be identified and the pricing method for these Products shall be
outlined in a list maintained by Grainger and provided to E&I as changes occur. Grainger reserves the right to adjust
pricing for volatile items to reflect market conditions. These adjustments may include unforeseen significant increases in
supplier’s costs resulting from changes in commodity prices, imposition of tariffs, changes in laws or regulations,
currency fluctuations, or other material changes in conditions not reasonably foreseeable to Grainger. Implementation of
any price change for volatile items will take place upon E&I Approval.
E&I Cooperative Services, Inc. Page 1 of 25
Master Agreement Number CNR01496 V05/19
DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
Grainger’s Tier I Distributor Alliance Program (DA Program) is also available through this Agreement. Pricing for the
DA Program is based on this Agreement and the DA Partner mark-up shall be approved by the member. Members may
also choose the DA Program partner form the list of Grainger DA partners already approved. If the member selects a DA
Program Partner that is not in the program, Grainger can add a new DA Program Partner during the term of this Agreement
with written approval of the member and E&I.
Grainger is committed to addressing Member needs for cost saving options when federal money is being used to purchase
contract products and/or services.
IV. EDGAR Provisions
Supplier certifies compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances as
acknowledged in Attachment C, EDGAR Certifications.
V. Terms and Conditions
Unless otherwise superseded by the terms and conditions of a MSA, the terms and conditions contained herein shall apply
to all purchases made under this Agreement. Any terms and conditions of any Supplier invoice or acknowledgment form
which are inconsistent with the terms and conditions of this Agreement shall have no effect. See Attachment B for E&I’s
General Terms and Conditions.
VI. Entire Agreement
This Agreement together with the Attachments annexed hereto, constitutes the entire agreement between the Parties and
supersedes all prior agreements whether written or oral between the Parties. Documents subject to Freedom of Information
Act may only be released after award.
VII. Member List
The Official list of E&I member institutions will be sent to the Supplier via an electronic file from E&I Member Relations
once this Agreement is signed.
VIII. Signatures
In witness whereof, the parties have executed this Agreement and do hereby warrant and represent that their respective
signatories whose signatures appear below have been and are on the date of this Agreement duly authorized to execute
this Agreement.
Each Party agrees that the electronic signatures whether digital or encrypted, of the Parties included in this Agreement
are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy
of this Agreement or any other document contemplated hereby bearing an original or electronic signature by electronic
mail in portable document format (.pdf) form, or by any other electronic means intended to preserve the original graphic
and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an
original or electronic signature.
W.W. Grainger, Inc. E&I Cooperative Services, Inc
Supplier
Signature Signature
Andrea Hamby Gary D. Link, C.P.M.
Printed Name Printed Name
Sr. National Government Sales Manager Chief Business Development Officer
Title Title
12/13/2019 | 2:37 PM PST 12/13/2019 | 8:50 PM EST
Date Date
E&I Cooperative Services, Inc. 12/13/2019 | 6:52 PM EST Page 2 of 25
Master Agreement Number CNR01496 V05/19
DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
Attachment A
Grainger Pricing and Category Discount Programs
This Agreement provides E&I Members access to all Grainger General Catalog Products and Services as found at
www.grainger.com, as well as all Products and Services available through Grainger Sourcing. Their product depth & breadth,
reliable service & support as well as their Value-Added Services are all available to members through this Agreement.
1. Market Basket Program – The Market Basket Program is based upon the most frequently purchased items from
historic member purchases. The number of items in the Market Basket and pricing for each item will vary each year.
E&I and Grainger will review the list annually and update the items and pricing upon mutual agreement. Market
Basket Prices will be held firm during each contract year. The initial Market Basket pricing, effective January 01,
2020, will remain firm until December 31, 2021, thereafter the products and pricing will be reviewed by the Parties
annually to keep the Market Basket relevant and competitive. Market Basket price increase requests shall be submitted
forty-five (45) days in advance of the effective date of the increase. The maximum allowable increase is not to exceed
3% or NPPI on an aggregate annual basis for all Products and Services in the Market Basket, whichever is lower.
Supplier is authorized to offer members enhanced pricing (deeper discounts, if available) on a case-by-case basis or
under a Member Specific Agreement (“MSA”) and both shall be considered part of this Agreement. Market basket
price reductions will be immediately passed on to E&I and its Members.
2. Member Specific Hot List Program (Hot List) – A Hot List may contain up to 1,000 items and pricing will be held
firm during each contract year. Any additions/deletions and price changes shall be reviewed and mutually agreed
upon between the Supplier and the Member on an annual basis. The pricing on Hot List items will be at least a half
percent lower than the discount available for the item in its respective category (excluding Market Basket Items),
unless the discounted price on the Hot List item is below Grainger’s cost for that item. If the discounted Hot List item
is priced below Grainger’s cost, then Grainger and the Member will mutually agree upon a solution that may include
adjusting the product price or identifying a substitute product. Each individual member, with a Hot List, has full
approval authority over the pricing and content of their institution’s Hot List.
3. Category Discount Program - Category Discounts, listed below, shall remain firm for the life of this Agreement
unless improved for the benefit of E&I members.
Category Category
Product Category Discount % Product Category Discount %
Abrasives 5% Material Handling 15%
Adhesives, Sealants and Tape 5% Motors 19%
Batteries 7% Office Supplies 5%
Cleaning: Consumables 22% Outdoor Equipment 12%
Cleaning: Other 22% Paint, Equipment and Supplies 10%
Electrical 23% Plumbing: Other 20%
Electronics, Appliances, and Batteries 19% Plumbing: Pipe, Valves, Fittings 20%
Mfg: Fasteners 30% Pneumatics 5%
Fleet and Vehicle Maintenance 10% Power Tools 11%
Furniture, Hospitaltity and Food Service 10% Power Transmission 5%
Hand Tools 14% Pumps 10%
Hardware 5% Safety: Facility Safety 19%
HVAC: Filters 43% Safety: Footwear 19%
HVAC: Other 17% Safety: People Safety 19%
Hydraulics 5% Security 17%
Lab Supplies 15% Test Instruments 7%
Lighting 22% Mfg. Welding 15%
Lubrication 5% All other Categories 5%
Machining 10%
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Master Agreement Number CNR01496 V05/19
DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
4. K-12 Enhanced Discount Program (available to all members) – Sub-Category Discounts, listed below, shall
remain firm for the life of this Agreement unless improved for the benefit of E&I members.
Product Category Subcategory Category Discount %
Adhesives, Sealants and Tape Tapes 15%
Cleaning Paper Products and Dispensers 30%
Cleaning Trash Bags 30%
Cleaning Receptacles and Containers 30%
Cleaning Cleaning Chemicals 30%
Cleaning Personal Care Products 30%
Cleaning Cleaning Equipment and Vacuum Cleaners 30%
Cleaning Rags and Wipes 30%
Cleaning Wet Mops, Squeegees, and Buckets 30%
Cleaning Brooms, Brushes, and Dust Pans 30%
Cleaning Floor Care 30%
Cleaning Dust Mops, Dusters, and Cleaning Pads 30%
Cleaning Odor Control 30%
Cleaning Janitorial Carts and Supply Holders 30%
Cleaning Restroom Equipment 30%
Cleaning Furniture Care 30%
Cleaning Recycling Equipment 30%
Electronics, Appliances, and Batteries Batteries 25%
Furniture, Hospitality and Food Service Hospitality Uniforms and Workwear 17%
Hand Tools Wrenches 25%
Hand Tools Pliers 25%
Hand Tools Measuring and Layout Tools 25%
Hand Tools Sockets and Bits 25%
Hand Tools Screwdrivers and Nut Drivers 25%
Hand Tools Impact Sockets and Bits 25%
Hand Tools Clamps 25%
Hand Tools Pullers and Separators 25%
Hand Tools Hand Saws and Sawhorses 25%
Hand Tools Files 25%
Hydraulics Hydraulic Seals 10%
Motors HVAC Motors 25%
Motors General Purpose AC Motors 25%
Motors Definite Purpose AC Motors 25%
Motors Motor Supplies 25%
Motors Speed Controls, Encoders and Soft Starts 25%
Motors Pump Motors 25%
Motors DC Motors 25%
Office Supplies Boards and Easels 12%
Plumbing Water Coolers, Dispensers and Fountains 32%
Plumbing Filtration 32%
Safety Gloves and Hand Protection 30%
Safety Traffic Safety 26%
Safety Safety Storage 26%
Safety Gas Detection 26%
Test Instruments Electrical Power Testing 15%
Test Instruments Indoor Air Quality 15%
Test Instruments Electronic/Bench Testing 15%
E&I Cooperative Services, Inc. Page 4 of 25
Master Agreement Number CNR01496 V05/19
DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
Deeper discounted pricing may be available to Members in the form of Customer Specific Pricing (CSP) as it relates to
specific opportunities. Grainger’s ability to offer enhanced or additional discounts on product that exceed contract
negotiated discounts is based on several factors such as, but not limited to, size of the opportunity, product mix, Supplier
cost support, and inventory availability. Grainger will continue to work with E&I Members to leverage opportunities for
additional Discounts.
5. Grainger - Member Incentive Programs
Grainger will provide members the following incentives for the term of this agreement including any renewal term for
members who achieve the minimum requirements to receive the incentive. Members will automatically qualify for any
of the programs listed below, unless they opt-out. Payment of all incentives will be the responsibility of Grainger.
Payment will be made 45 days following the end of the Contract year.
i. Member Incentive: Members achieving annual spend of greater than $250K will receive a two percent (2%)
incentive on all purchases back to dollar one.
ii. E-Commerce Incentive: Members will receive a two percent (2%) incremental growth incentive on e-commerce
purchases with a minimum of 50% of their purchases made through an e-commerce platform (e.g., Grainger’s
web site, Jaggaer, ESM, Ariba, etc.). The incentive is paid on the incremental growth amount.
iii. Sustainability Rebate: Members will receive a two percent (2%) incentive on all purchases of “Green” products
as noted in the Grainger Catalog.
iv. Incremental Growth Incentive: Members that purchase up to $250K from Grainger annually will receive an
incremental growth incentive of 5% of the incremental growth amount.
v. K12 Enhanced Discount Program: This program is available to all members and is an enhanced sub-category
discount program, which includes 47 subcategories to support the initiative around K12 education.
vi. Grainger Choice: Members earn up to a five percent (5%) additional discount for Exclusive Grainger Branded
products. Grainger exclusive brands include Dayton®, Condor®, Westward®, Tough Guy®, LumaPro®, and
Speedaire®.
*All incentives are paid on qualified Grainger purchases less freight (when applicable), taxes, returns and credits.
vii. Last Mile Distribution Fee: Members who have shipments delivered to one central location on campus and who
complete the delivery of those shipments using their own means will earn a fee that Grainger will pay ranging
from 0.25% to 1.00%. The fee paid to the member, through this program, is based on the Member’s individual
requirements.
6. Grainger Distributor Alliance and Supplier Diversity Programs
Grainger provides two distinct programs regarding Minority, Disadvantaged, and Women Owned Business Enterprises;
i. Grainger Distributor Alliance Program
Grainger’s Tier I Distributor Alliance Program (DA Program) is also available through this Agreement. Pricing for
the DA Program is based on this Agreement and the DA Partner mark-up shall be approved by the member.
Members may also choose the DA Program partner form the list of Grainger DA partners already approved. If the
member selects a DA Program Partner that is not in the program, Grainger can add a new DA Program Partner
during the term of this Agreement with written approval of the member and E&I.
Grainger’s Distributor Alliance (DA) program has a network of authorized diverse business enterprises (DBEs) that
include HUB, minority, woman, and veteran owned businesses. Since 2006, the DA Program has helped customers
achieve their small, diverse business goals. There are over 70 DBE’s that resell Grainger’s full product offering to
Higher Education, Government, and Corporate customers.
When an E&I Member identifies a need for a DBE solution, Grainger works directly with the E&I Member to define
their diversity needs or requirements and then builds out a diversity program with a DBE reseller including strategy,
implementation, and execution to support and enable the E&I Member(s) diversity goals. These diverse solutions
range from simple Prime and Subcontract engagements to the more committed and complex Mentor Protégé
engagements.
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Master Agreement Number CNR01496 V05/19
DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
DBE resellers are responsible for the procurement process, sales calls, order processing, and invoicing. The DBE
will engage with E&I Members, represent themselves in the marketplace, and will be the first point of contact for
customer service activities. DBEs often provide other services such as installation, kitting, product assembly,
stenciling, engraving, labeling, delivery, and barcoding.
The DA program is led by a dedicated team of Grainger employees that help manage the DBE partners to ensure
contract execution, compliance, and performance management.
ii. Grainger Supplier Diversity Program
Grainger’s Tier II Supplier Diversity Program affords E&I Members with access to diverse manufacturers and
suppliers through Grainger’s catalogs and distribution channels. Started in 1999, Grainger’s Supplier Diversity
Program is designed to grow this sector of the economy while helping customers get their jobs done with quality
products from DBEs. The following are easy ways for the E&I members to identify and purchase Tier II product
solutions:
• E&I Members can identify products from diverse manufacturers and suppliers in the Grainger catalog and on
the Grainger website with the icon located to the right. The icon is displayed next to the product.
• E&I Members can locate the offering from diverse suppliers by searching “Supplier Diversity” on
Grainger.com.
• E&I Members can filter on the left-sidebar by “Supplier Diversity” while searching on Grainger.com.
Grainger identifies diversity made products in the catalog and on the Web site, www.grainger.com, with this symbol:
Additional information may be found at: www.grainger.com/diversity
7. Grainger Value-Added Services and Programs
All Members have access to the following Value-Added Services and Programs from Grainger. These Services and
Programs consist of but are not limited to;
i. Grainger Sourcing and Parts (Special Order Desk)
a. Grainger Sourcing:
Grainger’s sourcing team leverages Grainger’s buying power to provide E&I Members with products and
services not found in the Grainger General Catalog. A centralized, dedicated, and experienced team quotes
and manage orders. The result is an expanded assortment through a large supplier network of manufacturers
and extends product offering capabilities to provide quick access to over 16,000 suppliers and more than five
million products. Grainger Sourcing will establish new business relationships with manufacturers to assist E
& I Member special requirements.
b. Grainger Parts:
o Grainger offers quality OEM repair and replacement parts from more than 350 brand-name manufacturers
including hard-to-find and discontinued items.
o Grainger carries a full line of repair parts for Grainger's exclusive brands such as Dayton®, Condor®,
Westward®, Tough Guy®, LumaPro®, and Speedaire®.
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Master Agreement Number CNR01496 V05/19
DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
ii. Inventory Solutions*
Grainger’s Inventory Solutions are designed to help streamline processes, optimize inventory, save time, reduce
the possibility of costly delays and improve productivity. Solutions include:
• Inventory-Scan - a turnkey MRO customer-managed inventory (CMI) solution
• KeepStock - a turnkey MRO vendor-managed inventory (VMI) solution
• On-Site Specialist† - A Grainger professional, on-site to help manage Grainger products, and services.
• On-Site Branch† - There are no fees for the member when Grainger sets up a branch location on-campus;
however, due to Grainger’s investment in establishing an On-Campus store and commitment of resources
needed to make this type of endeavor a success for Grainger and the Member, a minimum threshold in annual
incremental revenue and a minimum three-year total revenue commitment may be set, as a base line
requirement.
*Eligibility for Inventory Solutions is subject to certain qualifying criteria.
†Eligibility will require an on-site assessment to be conducted by Grainger’s Consulting Services group and is
subject to certain qualifying criteria.
iii. Environmental Responsibility Programs
• Green Seal Certified products available
• A program from Georgia Pacific called “Green by Design”
• 3M offers Environmentally Preferable Solutions and Service, Maintenance, Analysis, Resource, and Training
(S.M.A.R.T.) Facilities Efficiencies
• Gojo Green Hygiene™ Solutions can help support a healthy building with hand hygiene strategies, products,
educational tools and an implementation program designed to make it easier for Members to create a healthy
environment.
• Rubbermaid Commercial Products & Technical Concepts specializes in high efficiency cleaning, waste
management, material handling and innovative hygiene solutions.
iv. Consulting Services
Grainger Consulting Services is an industry leading team of experts, dedicated to helping companies solve their
most pressing MRO challenges. Grainger Consulting Services analyzes a customer’s current state and identifies
relevant and comprehensive opportunities for improvements, driving measurable efficiencies and cost savings.
v. E-Procurement
Grainger offers a fast-track implementation to enable complete punch-out connection into grainger.com. The
punch-out enables the entire catalog with member specific contract pricing. The punch-out can also be configured
to limit the product offering to only specific categories that are designated by the member.
Grainger connects to over 140 electronic platforms; the most active platforms (and ERP Systems) include: SAP
Ariba, Jaggaer, Oracle Supplier Network, Coupa, ESM Solutions, SAP, PeopleSoft, and Oracle. At a Member’s
request, Grainger will explore connecting with additional platforms.
NOTE: Grainger Services and Value Programs change from time to time, see the Grainger website for the most up-to-
date list of Services and Value Programs available to members through this Agreement.
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Master Agreement Number CNR01496 V05/19
DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
Attachment A-1
Relevant Terms
A1 Customer Support
Supplier shall provide a single point of contact plus a backup for each member. This individual may support multiple members.
Members shall have access to their corresponding customer service representative during normal business hours of every
business day (8am to 5pm ET).
A2 Orders
All terms and conditions of an individual member’s standard procurement terms for ordering may apply. With each ordering
occurrence, it is mutually agreed that the Supplier’s notice of acceptance shall create an agreement between the parties thereto
containing all specifications, terms and conditions of the Agreement.
A3 Invoices and Payment
Invoices shall be directed to the appropriate location(s) specified by the member. Invoices and payment terms must comply
with the requirements of each member. The member placing the order with the Supplier shall alone be liable or responsible
for payment for products and/or services ordered and will be invoiced direct by the Supplier. Neither E&I nor its other members
shall be liable for the indebtedness of any one member.
If a member does not specify payment terms, the default payment term for members shall include invoicing at time of billing
or delivery completion, whichever is later. Payments would then be made within thirty (30) days after receipt of a valid invoice
or delivery, whichever is later, or as per a specific State’s statute.
Cash discounts for prompt payment may be offered to any member from the date of receipt and acceptance of products or the
invoices, whichever is later. Supplier is encouraged to offer/propose cash discounts for expedited payment of invoices rendered
under this Agreement. Negotiated cash discounts with member institutions for aggregated billing (monthly/bi-weekly, etc.)
may be negotiated on an individual basis. Cash discounts are not to be netted against sales in calculating the CAF.
A4 Order Fulfillment, Distribution and Installation Agreements
Order Accuracy rate shall be maintained at 99% or greater. Order Accuracy rate is defined as “the number of items delivered
as ordered divided by the total number of items ordered.”
Order Fill rate shall be maintained at 98% or greater. Order Fill rate is defined as “the number of items on an order filled
completely as ordered divided by to the total number of lines on an order.”
Supplier, within twenty-four (24) hours after receiving a purchase order, shall notify the member of any potential delivery
delays. The following information regarding backorder(s) shall be provided to the member:
• PO Number, if applicable
• Item ID
• Item Name & Description
• Reason for shortage
• Plan of action (when delivery may be expected or suggested replacement)
Members may have their own order fulfillment/distribution/installation agreements with a third-party agent or distributor. The
terms and pricing of this Agreement are passed through to the member and separate from any additional distributor terms and
conditions, fees or markups resulting from members’ separate fulfillment/distribution/installation agreements.
A5 Delivery
Deliveries to members range from but are not limited to: (1) one central receiving location, (2) multi-campus locations, (3)
campus building(s), or (4) department(s). Frequency of delivery may range from: (1) daily, (2) weekly, (3) monthly, or (4) a s
needed to assure that institutions’ needs are met. Delivery may be based on storeroom delivery, Just-in-Time agreements, drop
shipments, and delivered and installed.
Delivery - Grainger’s large inventory provides 97% of customer locations with next day service. Most in-stock orders received
by 5:00 pm local time are shipped on the day the order is received. Through commercial carriers, customers receive most
shipments the following business day. Delivery is made between 8:00 AM through 5:00 PM. If a product is unavailable,
Grainger will work with the Member on alternatives or to expedite delivery, which shall be priced at the E&I Grainger catalog
price.
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DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
Normal delivery of orders must be accomplished at established times as set by the member. On-time delivery shall be
maintained at 95% or greater. On-time delivery is defined as delivery of order within the specified delivery time frame after
the placement of order. Orders will be defined as late without approved notification. The Supplier(s) shall have the capability
of expediting the delivery of orders to assure no shortage of product during installation.
Title and risk of loss shall pass to the member at the F.O.B. destination point or after installation by authorized
dealer/representative. The title and risk of loss of the products shall not pass to a given member until receipt and acceptance
of the products at the point of delivery and or installation. The products furnished shall be delivered:
F.O.B. Destination, Full Freight Allowed (Supplier pays freight)
Selection of a carrier for shipment will be the Supplier’s option unless otherwise specified by the member. If special delivery
or handling charges are applicable, they shall be pre-approved by the order initiator.
The Supplier shall maintain records evidencing the delivery of products and upon request by the member provide such proof
of delivery.
Other terms apply to Alaska, Hawaii, export orders, and for orders placed for sourced products. Any extra charges incurred
for additional services, such as expedited delivery, Member's carrier or special handling by the carrier, must be paid by Member.
Packing slips are included with individual orders.
During a natural disaster or emergency, standard shipping for Grainger product will continue to be at no cost to E&I Members.
During emergency situations, however, carriers may suspend standard shipping for days and/or weeks creating delays in
deliveries. Expedited shipping is available during these times for a fee. Grainger will work with Members to determine the
most expeditious and cost-efficient means to deliver product.
A6 Member Specific Agreements (MSA)
Member and Supplier may enter into a separate member specific agreement to further define the level of service requirements
over and above the minimum defined in this Agreement, e.g., invoice requirements, ordering requirements, on campus service,
specialized delivery, etc. Any member specific agreement developed is exclusively between the member and Supplier. E&I,
its agents, members and employees shall not be made party to any claim for breach of such agreement.
A7 Third Party Distributors/Subcontractors
In the event that Supplier chooses to subcontract any service or delivery of the products under the terms herein, Supplier shall
fully warrant prompt performance of the subcontractor in a fully complete, workmanlike manner customary to the trade. Failure
by the subcontractor to perform in a timely manner as specified above shall not relieve Supplier of its obligations to make
complete timely delivery of products, supplies or service at no additional cost to the member.
A8 Substitutions
No substitutions of alternate items for products ordered are permitted without the express prior written approval of the member.
Any and all remanufactured or refurbished products are not acceptable, in lieu of a new product, unless authorized by the
member prior to order shipment.
A9 Minimum Orders
Supplier must specify any minimum order charge or conditions under which the established price will be adjusted. It is
preferred there not be a minimum order quantity or charge.
A10 Supplemental Charges
Supplier shall be required to state all supplemental charges that may be assessed in addition to the pricing for the products
and/or services provided including additional shipping charges, cost of products, delivery, freight fuel surcharges, installation
or any other charges incurred by the member. If Supplier offers multiple pricing options (i.e.: drop ship, inside delivery,
delivered and installed) they must be specified herein.
A11 Emergency Purchases
Members reserve the right to make purchases of items included under this Agreement when emergency conditions exist. All
emergency purchases shall be reported as regular sales to E&I.
A12 Storage
If applicable, Supplier or Dealer shall be responsible for all warehousing and storage expenses, which may be incurred, until
products are delivered and/or installed as per the terms of the member’s order.
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Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
A13 Tracking Lost and Damaged Shipments
If Supplier fails to deliver, or erroneously delivers products, Supplier is required to take immediate corrective action to make
the correct delivery at no cost to member.
Should any action on the part of the Supplier or a subcontractor cause visible damage to the facilities during transport, the
Supplier is required to immediately contact member and forward a confirming damage report detailing the damages. Supplier
shall be able to track all shipments and provide order status to members.
A14 Returns – Defective and Non-Conforming Products or Services
If any products or services furnished under this Agreement are defective or non-conforming, or fail to meet warranties,
specifications or any other provisions of this Agreement or members’ purchase orders, any of the following remedies shall be
available to the member:
• Repair and Replacement: Supplier shall promptly repair, replace, or correct non-conforming or defective products and
services at the Supplier’s own expense.
• Cancellation: member may cancel an order or any part thereof or any undelivered portion thereof without incurring any
liability to Supplier and any payments made by member for products or services purchased shall be refunded by the Supplier
and/or its agents.
• Like-for-Like: Like-for-like equipment throughout the entire term of the contract maintenance or warranty shall be provided
at no cost to the member if the equipment experiences excessive down-time or fails to maintain acceptable quality standards.
• Removal: Supplier shall remove such products at its own expense and if the Supplier fails to remove such products, member
may return all or any portion of such products at the expense of Supplier.
• Risk of Loss and Storage: All products shall be held at Supplier’s risk and the Supplier shall pay all expenses incurred
including storage costs.
• Products under warranty. The decision to replace such products or accept warranty repair shall be at the sole discretion of
the member except in the event the member fails to provide timely notice of product failure to the Supplier.
• After the Warranty Period: After the warranty period, the Supplier will work with Members and its vendors and/or
manufacturers to support post warranty product service requests. The Supplier, the manufacturer or an authorized third party
may provide the maintenance.
A15 Reasons for Return or Credit
The Supplier shall accept the following as reasons for return or credit:
• The product is defective or nonconforming.
• The product is incorrectly ordered or shipped. The product is received as an overage or the order is duplicated and shipped
in error and the overage is noted on the shipping document(s).
• The product receipt is late or delayed and because of the late or delayed delivery is deemed in good faith by the member to
be unusable or no longer needed.
Supplier and/or its agents will issue credit with waiver of any claims against member.
A16 Restocking Policy
Supplier shall not impose a restocking fee on member under the following circumstances:
• Item is returned due to damage, incorrect product shipped, or Supplier customer service order entry error.
• Inventory is returned within 24 hours of delivery.
• Inventory is returned but exchanged for other inventory.
Re-stocking fees for all other reasons can be no greater than 10% of the value of the items needing re-stocking.
A17 Warranty and Product Condition of Sale
At a minimum, there shall be a one (1) year warranty from the date of delivery to include parts, labor and travel. For third
party providers, the manufacturer’s standard warranty shall apply. Lifetime warranties shall remain in force regardless of
whether the resulting Agreement is still in place. Grainger's standard 1-year warranty program has free product replacement
for items replaced during the warranty time period. Grainger provides a comprehensive warranty addressing all products it sells
except for products sourced. Grainger may refer members to repair service centers based on the manufacturer’s
recommendation and repair guidance.
E&I Cooperative Services, Inc. Page 10 of 25
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Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
A18 Extended Warranty Option
Supplier may offer an optional one (1) year warranty extension on any or all products sold. The same terms and conditions
that apply to the standard warranty coverage shall apply during additional year of ownership if the extended warranty option is
included in the original purchase.
A19 User Manuals
Supplier shall provide on-line links to original instruction manuals for each unit ordered, including complete documentation
on all components used. Electronic notification of bulletins, revisions and corrections shall be provided as they are issued.
Instruction manuals shall contain:
• Definition of equipment capabilities
• Technical description of equipment operation
• Description of malfunction identification
• Troubleshooting procedures
• Detailed schematics
• Installation and use instructions
• Operating system software manual
A20 New and Discontinued Products
The Supplier shall, as soon as practicable, notify E&I and the membership of any new or discontinued products.
A21 Replacement Parts
If Supplier offers replacement parts, then a separate category of “Replacement Parts” pricing should be added to the proposed
discount structure.
A22 Business Review Meetings
In order to maintain a partnership between the member and the Supplier, members may require business review meetings.
These meeting shall be held on a quarterly basis, if not more frequently. The business review meeting shall include, but not be
limited to, the following:
• Review of Supplier performance
• Review of minimum required reports (as described in the following section)
A23 Reporting
At a minimum, the following reports shall be provided to members, as requested, in an electronic format on a quarterly basis:
• Total orders year to date, including item ID, item description, unit of measure, total quantity ordered, total quantity shipped,
sales price, list price, total sales price (total quantity shipped x sales price), method of payment, department
• Overall order accuracy and fill rates
• Number of orders returned due to Customer error
• Total re-stocking charges ($) applied
• Number of orders returned due to Supplier error
• Total dollar value of surcharges, transaction fees, delivery charges, and other misc. charges
• Current market updates, i.e. company news, systems failures, product recalls, etc.
A24 Employee Purchase Program
Supplier may offer discounted products to members’ students, faculty and staff for personal purchases. If offering an Employee
Purchase Program, Supplier shall describe how it intends to protect members from liability from personal purchases made by
students and employees.
A25 Samples
If requested, Supplier is to provide samples of the products. Samples for evaluation must be provided free of charge. The
quantity of any sample requested will be reasonable but sufficient to undertake an appropriate evaluation.
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DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
Attachment B
E&I General Terms and Conditions
B1. Interpretation, Enforcement and Forum of Laws
For disputes between the member and Supplier, this Agreement shall be governed by, construed, interpreted, and enforced
solely in accordance with the laws of the state in which the member resides and the venue of any action shall lie in such state.
For disputes between E&I and Supplier, this Agreement shall be governed by, construed, interpreted, and solely in accordance
with the laws of the State of New York, and the venue of any action shall lie in the appropriate federal or state courts located
in the State of New York.
B2. Compliance with Law
Supplier warrants and certifies that in the performance of this Agreement, it has complied with and will comply with all
applicable federal, state, and local laws, statutes, rules, regulations and orders of the United States, and any state or political
subdivision thereof, including but not limited to, laws and regulations pertaining to labor, wages, hours and other conditions of
employment.
B3. Funding Provided by Federal Contracts or Grants
Where Federal Contracts or Grants provide funding to members, it is the responsibility of the Supplier and the member to
comply with all FAR (Federal Acquisition Regulations) and EDGAR (Educational Department General Administrative
Regulations) applicable laws and regulations by completing any certifications and disclosures and any other requirements.
B4. Insolvency
In the event of any proceedings in bankruptcy or insolvency by or against Supplier, or in the event of the appointment (with or
without its consent) of an assignee for the benefit of creditors, or a receiver, E&I may cancel this Agreement without prior
notice and without incurring any liability whatsoever to Supplier.
B5. Assignments
Supplier shall not assign this agreement or any of Supplier’s rights or obligations hereunder, without E&I’s prior written
consent. Any purported assignment made without E&I’s prior written consent shall be void and of no effect.
B6. Resale
If E&I and/or member purchase any products for resale, the customer shall have the benefit of every right, warranty, and interest
enjoyed by E&I and/or member.
B7. Patent Trademark and Copyright Infringement
The Supplier warrants that the products/services hereby sold, either alone or in combination with other materials, do not infringe
upon or violate any patent, copyright, trademark, trade secret, application or any other proprietary right of any third party
existing under laws of the United States or any foreign country. The Supplier agrees, at its own expense, to defend any and all
actions or suits alleging such infringements and will hold E&I, its officers, agents, servants, employees and members harmless
from any and all losses, expenses, claims, (including reasonable legal fees), or judgments arising out of cases of such
infringement.
B8. Use of Name, Logos, etc. in Advertising
Supplier agrees not to make reference to this Agreement or use the logo of E&I or any of its members in any advertising
material of any kind without the expressed written permission of the party involved. E&I agrees not to make reference to this
Agreement or use the logo of Supplier in any advertising and marketing materials of any kind without the expressed written
permission of the Supplier.
B9. Transactions between Supplier and E&I member
The purchase of products and/or services by a member from Supplier is a transaction solely between member and Supplier.
Supplier acknowledges that E&I makes no representation or commitment that any quantities will be purchased, or services
utilized and agrees that E&I shall have no liability relating to member decisions to purchase or not purchase Supplier products
or to use or not use Supplier services. It is understood and agreed that if any litigation arises between Supplier and any E&I
member, Supplier shall not make E&I a party to that litigation. A violation of this provision shall be deemed a material breach
of this Agreement warranting termination by E&I, and Supplier agrees to indemnify E&I against and hold it harmless from all
costs associated with such litigation, including reasonable legal fees.
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Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
B10. Education Pricing/Pricing Parity – See Attachment B-1
B11. Responsibility for Damage Claims – See Attachment B-1
B12. Protection of Property and Liability
The Supplier shall take care not to damage the premises or the property of others, and in case such damage occurs as the result
of operations under this contract, they shall make appropriate restitution. If the Supplier fails to pay for damage, the damages
may be deducted from any remaining balance due to the Supplier or may be processed as a breach of contract to the full extent
the law allows.
B13. Indemnification of E&I and Member
Supplier agrees to indemnify and hold harmless E&I and its members from and against all liability, to the extent of and in
proportion to, losses, damages, claims, liens, and expenses (including reasonable legal fees) arising out of or connected with
the products purchased, work or services performed, or resulting from property damage or injuries incurred by or to any third
party, the member or its officers, agents, servants and employees by reason of any defect in manufacture, construction,
inspection, delivery, material, workmanship, and/or design of any products and services furnished hereunder, excepting only
such liability as may result solely from the acts of negligence of the member, E&I or its employees. Supplier, at the request of
the Member and/or E&I, shall undertake to participate fully in the defense of the Member (in accordance with the statutes of
the State where the Member resides) and/or E&I against any and all suits and to investigate and participate fully in the defense
of the Member (in accordance with the statutes of the State where the Member resides) and/or E&I against any and all claims
whether justified or not, if such claim or suit is commenced against Member or E&I, or their respective officers, agents,
servants, and employees.
B14. Insurance
If fabrication, construction, installation, service or other work is specified to be conducted on member’s premises, Supplier
shall maintain in force during the period of such work the following coverages: (a) worker’s compensation, as required by the
laws of the State of member; (b) commercial general liability for bodily injury and/or property damage in an amount of not less
than $1,000,000 single limit, per occurrence; (c) automobile liability for bodily injury and/or property damage in an amount of
not less than $1,000,000 single limit, per occurrence. Supplier shall provide a certificate of insurance naming E&I and member
as additional insured. Upon request, Supplier shall furnish to E&I satisfactory proof of such insurance coverage.
Individual members may require coverage in addition to the above limits. If the need for additional coverage develops, it will
be the responsibility of the member to arrange for such coverage with the Supplier. Supplier shall furnish to member
satisfactory proof of such insurance coverage prior to commencement of the work.
B15. Licenses/Permits/Taxes and Tax-Exempt Status
Supplier shall be responsible for obtaining all permits, licenses and bonding, to comply with the rules and regulations of any
state, federal, municipal or county laws or any city government, bureau or department applicable and assume all liability for
all applicable taxes.
E&I is a non-profit corporation. Members are 501(c)(3) corporations but have varying requirements to either pay or are exempt
from state sales tax.
All prices listed and discounts offered are exclusive of all taxes. Supplier has the duty to collect all taxes in connection with
the sale, delivery or use of any items, products or services included herein from member or from E&I (if for the purpose of
resale), at the taxable rate in effect at the time of invoicing. Supplier shall comply with the state sales tax requirements of each
member. If sales to member are exempt from such taxes, member shall furnish to Supplier a certificate of exemption in form
and timeliness acceptable to the applicable taxing authority.
B16. Americans With Disabilities Act and Rehabilitation Act
Supplier shall comply with all applicable provisions of the Americans with Disabilities Act, the Rehabilitation Act of 1973 and
applicable federal regulations. All electronic and information technology and products and services to be used by E&I member
institutions' faculty/staff, students program participants or other constituencies must be compliant with the Americans With
Disabilities Act and Section 508 of the Rehabilitation Act of 1973, as amended from time to time. Compliance means that a
disabled person can acquire the same information, engage in the same interactions and enjoy the same services as a nondisabled
person, in an equally effective manner, with substantially equivalent ease of use.
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Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
B17. Compliance with Immigration Reform and Control Act of 1986
Supplier is aware of, is fully informed, and in full compliance with its obligations under the Immigration Reform and Control
Act of 1986. Supplier shall be responsible for assuring that all persons engaged in the performance of work hereunder are
authorized to work as required by the Act in both its present form and any future requirements passed under said Act.
B18. Alcohol, Tobacco & Drug Rules and Regulations
Employees of the Supplier and its subcontractors shall comply with all instructions, pertaining to conduct and building
regulations of the members. The member reserves the right to request the removal or replacement of any undesirable employee
at any time.
All buildings on the member’s grounds are tobacco-free. Use of tobacco products is not permitted in any area inside member’s
buildings. The Supplier is expected to respect this tobacco-free policy and fully comply with it.
The Supplier agrees that in the performance of this Agreement, neither the Supplier nor any of its employees shall engage in
the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance, including alcohol, in
conducting any activity covered by this Agreement. E&I and the member reserve the right to request a copy of the Drug Free
Workplace Policy. The Supplier further agrees to insert a provision similar to this statement in all subcontracts for services
required.
B19. Non-Appropriation of Funds
An order by a member may be cancelled due to non-appropriation of funds. This funding out clause is required by several
states and can be for non-appropriation of State and Federal funds.
B20. Weapons, Explosive Devices and Fireworks
Supplier agrees that neither its employees or agents nor its subcontractors, their employees or agents shall use, possess, display
or store any weapon, explosive device or fireworks on all land and buildings owned, leased or under the control of E&I member
institutions or their affiliated or related entities, unless written permission is given by the commanding officer of the member's
police department or a designated representative. Notification by Supplier to all persons or entities who are employees, agents,
officers, subcontractors, consultants, guests, invitees or licensees of Supplier ("Supplier Notification Parties") is a requirement
of this Agreement. Supplier further agrees to enforce this requirement against all Supplier Notification Parties.
B21. Equal Opportunity and Non-Discrimination
The parties will comply with all applicable federal and state laws, rules, regulations, and executive orders governing equal
employment opportunity, immigration, and non-discrimination, including but not limited to the Americans with Disabilities
Act.
Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction
contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance
with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339),
as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and
implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor.”
The provisions of Section 202 of Executive Order 11246.41 CFR 60-1.1 CFR 60-250.4 and 41 CFR 60-741.4 are incorporated
herein by reference and shall be applicable to this Agreement unless this Agreement is exempted under the rules, regulations,
or orders of the U.S. Secretary of Labor.
If applicable, the parties will abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations
prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities
and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these
regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in
employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
B22. Sexual Harassment
Title IX protects individuals from discrimination based on sex, including sexual harassment. E&I fosters an environment that
is built on respect and free of sexual harassment. Federal law and the policies of E&I prohibit sexual harassment. Supplier is
required to exercise control over its employees so as to prohibit acts of sexual harassment. If a member in its reasonable
judgment determines that any employee of Supplier has committed an act of sexual harassment, Supplier agrees as a term and
condition of this Agreement to cause such person to be removed from member’s facility and to take such other action as may
be reasonably necessary to cause the sexual harassment to cease.
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Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
B23. Employee Documentation
At any time during the term of this Agreement, a member may require Supplier to provide a complete dossier of each employee
who has been given an assignment at the member institution. This may include employment history, education, job references,
certificates and licenses, conviction records and documentation of random drug testing.
B24. Expropriation
Suppliers should indicate if, by any existing agreement with any party, its operations, delivery vehicles and or personnel can
be in any way expropriated or annexed. If such an agreement exists, supplier should indicate when this agreement or those
terms will expire.
B25. Hazardous Materials and OSHA Communication Standards
The Supplier shall be responsible for providing Material Safety Data Sheets (MSDS) to the appropriate user(s). The Supplier
shall retain title and/or ownership and responsibility for hazardous materials delivered in error. Within three working days of
notification, the Supplier must retrieve hazardous materials that are delivered in error. The Supplier is responsible for the safe
and legal disposal of all hazardous materials generated in the performance of this Agreement. In addition, the Supplier shall
be responsible for providing its employees chemical safety training mandated by OSHA Hazard Communication Standard.
The Supplier shall provide E&I and its members with safety/recall updates for any equipment/products provided.
B26. Compliance with Specifications
The Supplier warrants that all products supplied under this Agreement shall conform to specifications, drawings, samples, or
other descriptions contained or referenced herein and shall be merchantable, of good quality and workmanship, and free from
defect. The Supplier also warrants that all products covered by this Agreement which are the product of the Supplier or are in
accordance with its specifications, will be fit and subject to the member’s inspection before acceptance, and also to later
rejection if use reveals defects not apparent upon receipt; and if rejected will be held at Supplier’s risk and expense for storage
and other charges; after 60 days of storage, products may be disposed of without cost to member, at Supplier’s expense. Neither
receipt of products nor payment therefor shall constitute a waiver of this provision.
Supplier also warrants that all of the services to be performed under this Agreement shall be performed in a professional and
workmanlike manner and in conformity with industry standards by persons reasonably suited by skill, training, and experience
for the type of services they are assigned to perform, that Supplier owns or has sufficient rights in all products and services to
be delivered by Supplier, that the products and services delivered by Supplier will not infringe upon or violate any intellectual
property of any third parties, and that any code or software developed or delivered by Supplier under this Agreement will not
contain any viruses, worms or other disabling devices or codes.
B27. Gratuities
E&I may, by written notice to Supplier, cancel this Agreement if it discovers that gratuities, in the form of entertainment, gifts
or the like, were offered or given by Supplier to any officer or employee of E&I or any member with a view toward securing
an agreement or securing favorable treatment with respect to the awarding of this Agreement.
B28. Covenant Against Contingency Fees
Supplier certifies that it has neither offered nor paid a contingency fee to any individual, agent, employee of E&I, or employee
of any member to secure or influence the decision to award this Agreement to Supplier.
B29. Suspension or Debarment
Supplier certifies that it is presently not debarred, suspended, proposed for debarment, declared ineligible, is not in the process
of being debarred, nor is voluntarily excluded from covered transactions by any federal department or agency.
E&I may, by written notice to the Supplier, immediately terminate this Agreement if it is determined that the Supplier has been
debarred, suspended, or otherwise lawfully prohibited from participating in any public procurement activity, including but not
limited to, being disapproved as a subcontractor by any public procurement unit or other governmental body.
Supplier certifies that the Supplier and its principals are eligible to participate in this transaction and have not been subjected
to suspension, debarment, or similar ineligibility determined by any federal, state or local governmental entity, that Supplier is
in compliance with all applicable State statutes and rules relating to procurement, and that Supplier is not listed on the federal
government's terrorism watch list as described in Executive Order 13224.
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Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
B30. Conflict of Interest
In order to avoid even the appearance of any conflict of interest, neither E&I nor Supplier shall employ any officer or employee
of the other party for a period of one year from the date hereof.
B31. Strikes or Lockouts
In the event Supplier should become involved in a labor dispute, strike or lockout, Supplier will be required to make whatever
arrangements that may be necessary to ensure that the conditions of this Agreement are met in their entirety. Should the Supplier
be unable to fulfill its obligations under this Agreement, E&I and/or member shall have the right to make alternative
arrangements to insure the satisfactory performance of this Agreement during the time Supplier is unable to perform the
required duties. Any costs incurred by E&I and/or any member, as a result of such job action, shall be reimbursed by the
Supplier.
B32. Force Majeure
Neither party shall be held responsible for any losses resulting if the fulfillment of any terms or provisions of this Agreement
are delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by
the exercise of reasonable diligence, said party is unable to prevent.
B33. Modification of Terms
No waiver or modification of any of the provisions hereof shall be binding unless mutually agreed upon by E&I and the
Supplier, in writing, with signatures of authorized representatives of all parties authorizing said modification.
B34. Termination for Convenience
E&I and/or Supplier may terminate this Agreement for any reason (convenience) without penalty or liability of any kind by
delivering not less than one hundred eighty (180) calendar days prior written notice thereof to the other Party.
B35. Termination for Default
E&I will notify the Supplier upon discovery of a breach of this Agreement. E&I may terminate this Agreement immediately
upon the breach of this Agreement by Supplier by delivering written notice to Supplier, or if such breach is capable of being
cured, E&I shall notify the Supplier in writing of such breach and demand that the same be cured within fourteen (14) calendar
days. Should the Supplier fail to cure the same within said period, E&I shall then have the right to terminate this Agreement
at the end of the fourteenth (14th) day. A notice will be sent to the Supplier to confirm the termination.
The failure of E&I on behalf of its members to exercise its rights of termination for cause due to Supplier’s failure to perform
as required in any instance shall not constitute a waiver of termination rights in any other instance.
B36. Continuation of Performance Through Termination
Supplier shall continue to perform, in accordance with the requirements of this Agreement, up to the date of termination, as
directed in the termination notice.
B37. Holdover Clause
This holdover clause authorizes Supplier to continue to provide products and services pursuant to any quotation, purchase
order, or MSA executed prior to the expiration or termination of this Agreement. The term of this Agreement shall then
automatically extend through the final invoice date or expiration of the MSA. The terms and conditions specified herein shall
remain in effect for the duration of the holdover period.
B38. Independent Audit
Members may, for a period of three years after expiration of this Agreement, audit the Supplier’s records pertaining to its
compliance with the terms of this Agreement. The audit will be conducted by member and/or its designee. Supplier will provide
member with access to records. The audit may address any or all of the following conditions and may not be limited to the
stated conditions: product compliance, pricing, order processing, order fulfillment, delivery records, invoicing, and receipt of
payment.
B39. Open Records
All information, documentation, and other materials submitted by Supplier in response to the RFP or under this Agreement
may be subject to public disclosure under the Freedom of Information Act and/or Open Records laws of the members.
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Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
B40. Student Educational Records.
Student educational records are protected by the federal Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g
(FERPA). Supplier will comply with FERPA and will not access or make any disclosures of student educational records to
third parties without prior notice to and consent from Member or as otherwise provided by law.
B41. Strict Compliance
The parties may at any time insist upon strict compliance with these terms and conditions, notwithstanding any previous custom,
practice or course of dealing to the contrary.
B42. Limitation of Liability – See Attachment B-1
B43. Letter of Participation
E&I Members will complete an online form (“Letter of Participation”) indicating their desire to purchase products and/or
services offered under this Agreement. The content and format of the Letter of Participation is at the sole discretion of E&I. At
a minimum, the Letter of Participation will contain the following fields: First Name, Last Name, Title, Institution Name,
Business Unit, Primary Role, Phone, E-mail, and Supplier.
The Letter of Participation shall supersede any previous Member declaration for the purchase of product and services, unless
otherwise specified, and will remain in effect during the term of this Agreement, including any renewals and extensions.
Supplier shall provide E&I an email address and point of contact for the receipt of Letters of Participation prior to Contract
Launch. Upon receipt of the Letter of Participation, Supplier shall enroll E&I Member in its E&I program within 4 to 7 business
days and credit all future purchases to E&I Member and E&I whether an existing or new client of Supplier. Supplier shall
provide E&I Member a confirmation email message within 24 hours of its receipt of the Letter of Participation. Supplier will
send E&I Member a final confirmation email message once the new or existing account(s) is/are linked to its E&I Agreement.
Notwithstanding the forgoing, Any E&I Members who are existing customers of Supplier will automatically be converted to
this Agreement (unless the E&I Member elects to opt out through written notification). The effective date of this automatic
conversion shall be the effective date of this Agreement.
B44. Notices
Any notice to be given by any party hereunder shall be in writing, mailed by certified mail, return receipt requested, or by
delivery to a reputable overnight courier and shall be effective the earlier of (a) actual receipt or (b) five days after mailing or
one day after delivery to overnight courier and shall be addressed as follows:
If to E&I: Gary D. Link C.P.M.
Chief Business Development Officer
E&I Cooperative Services, Inc.
2 Jericho Plaza, Suite 309
Jericho, NY 11753
glink@eandi.org
If to Supplier: Andrea Hamby
Sr. National Government Sales Manager
W.W. Grainger, Inc.
100 Grainger Parkway
Lake Forest, IL 60014
864-567-1242
Andrea.Hamby@grainger.com
With a copy to: W.W. Grainger, Inc.
Office of the General Counsel
100 Grainger Parkway
Lake Forest, Illinois 60045
E&I Cooperative Services, Inc. Page 17 of 25
Master Agreement Number CNR01496 V05/19
DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
Attachment B-1
Negotiated Terms and Conditions:
1. Payment Terms - Grainger’s standard prompt payment terms are 2% 10 net 30, however, Grainger is willing to discuss
options for prompt payment related savings with Members. Members may also pay at the time of purchase with
procurement/credit cards. Grainger accepts Master Card, Visa and American Express.
2. Invoice History - Grainger’s Self-Serve tools on Grainger.com allow members to view their order history and invoice
activity online and download invoices if additional copies are required. Members can also use the tool for easy re-ordering
of previously purchased items and payment of invoices.
3. Education Pricing/Pricing Parity
Grainger commits that the awarded agreement to E&I Cooperative shall be the lowest available contract program pricing
(net to buyer) available. Upon discovery of lower pricing to Education Institutions for the same or similar quantity of
product in a similar product mix, under the same or similar terms and conditions, Grainger agrees to assess the program
price and, in good faith, match the lower pricing. Grainger acknowledges its good faith effort to match lower priced product
to Education Institutions, but also acknowledges that due to the vast numbers of items sold by Grainger and Grainger's
extensive customer base, Grainger cannot assure each Member that each and every sale of an individual item to another
Education institution will be at or above the price paid by the Member. E&I Institutions have the ability to partner directly
with Grainger for hot list creation, projects and large volume orders ensuring Grainger’s commitment to securing the best
overall price and value to E&I members.
4. Responsibility for Damage Claims
The Supplier shall hold harmless E&I and the member from all third party suits, actions or claims brought on account of
any injuries or damages sustained by any person or property to the extent of and in proportion to any negligence of Supplier
in the performance or in safeguarding the work by the Supplier, from any defect in any product manufactured by Supplier;
or from any third party claims or amounts arising or recovered under the “Workman’s Compensation Law” or any other
laws. Supplier shall be responsible, excepting only such liability as may result from the acts of negligence of the member,
E&I or its employees, for all damage or injury to persons or property occurring during the prosecution of the work resulting
from any act, omission, neglect, or misconduct on their part or on the part of any of their employees, in the manner or
method of executing the work, or from their failure to execute the work properly, until all claims have been settled and
suitable evidence to that effect furnished to E&I and the member.
5. Limitation of Liability
The Supplier shall be liable for any and all losses, claims, expenses, (including reasonable attorney’s fees and court costs)
and other damages resulting from such failure to meet all the requirements of this Agreement and/or a member order.
Supplier agrees that E&I shall have no liability for any lost profits, loss of revenue, loss of opportunity, loss of use, indirect
damages, special damages, consequential damages, incidental damages, punitive damages or multiple damages arising out
of or in connection with this agreement, regardless of any notice of the possibility of such damages and regardless of
whether such liability arises in contract, tort (including negligence), or otherwise. In no event shall Supplier's liability for
breach of this Agreement exceed the purchase price of the product purchased or the agreed cost of the services provided
by Supplier. This provision shall not apply to any claims by E&I or its members for personal injuries, property damage or
indemnification of third parties.
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Master Agreement Number CNR01496 V05/19
DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
Attachment C
EDGAR Certifications
When an E&I Member seeks to procure goods and services using funds under a federal grant or contract (“federal funds"), specific federal
laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement
standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200
(sometimes referred to as the “Uniform Guidance” or “new EDGAR”). All Suppliers must complete this EDGAR Certification Form regarding
Supplier’s willingness and ability to comply with certain requirements that may be applicable to specific E&I Member purchases using
federal funds. This completed form will be made available to E&I Members for their use while considering their purchasing options. E&I
Members may also require Supplier to enter into ancillary agreements, in addition to E&I’s Master Agreement’s general terms and
conditions, to address the Member’s specific contractual needs, including but not limited to, contract requirements for a procurement using
federal funds.
The following certifications and provisions are required and apply when Members expend federal funds for any contract resulting from this
procurement process. Members will provide notification to Supplier, in writing, if federal funds are to be used and thus these requirements
met.
Pursuant to 2 CFR 200.326, all contracts, including small purchases, awarded by the Agency and the Agency’s subcontractors shall contain
the procurement provisions of Appendix II to part 200, as applicable, which are detailed in this document. Accordingly, the parties agree
that the following terms and conditions apply to the Contract between E&I and Supplier in all situations where Supplier has been
notified by Member (in writing) that Supplier is paid or will be paid with federal funds:
For each of the items below, Supplier should certify Supplier’s agreement and ability to comply, by having Supplier’s authorized
representative complete and initial the applicable boxes and sign the acknowledgment at the end of this form. If you fail to complete any item
in this form, E&I will consider Supplier’s response as “NO,” the Supplier is unable or unwilling to comply. A “NO” response to any of the items
may, if applicable, impact the ability of an E&I Member to purchase from the Supplier using federal funds.
REQUIRED CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS
APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount
determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized
by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach
contract terms, and provide for such sanctions and penalties as appropriate.
Pursuant to Federal Rule (A) above, when Member expends federal funds, Member reserves all rights and privileges under the
applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Provisions
regarding Supplier default are included in the E&I Master Agreement Attachment B General Terms and Conditions. Any contract
awarded will be subject to such E&I Terms and Conditions, as well as any additional terms and conditions in any Purchase Order,
E&I Member Ancillary Contract, or Member Construction Contract agreed upon by Supplier and E&I Member, which must be
consistent with and protect the E&I Member at least to the same extent as the E&I Terms and Conditions and minimum
requirements of law. The remedies under the Contract are in addition to any other remedies that may be available under law or in
equity. By submitting a Proposal, you agree to these Supplier violation and breach of contract terms.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
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Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and
the basis for settlement. (All contracts in excess of $10,000)
Pursuant to Federal Rule (B) above, when Member expends federal funds, Member reserves all rights and privileges under the
applicable laws and regulations with respect to this procurement in the event of termination for cause and/or termination for
convenience. Provisions are included in the E&I Master Agreement Attachment B General Terms and Conditions. Any contract
awarded will be subject to such E&I Terms and Conditions, as well as any additional terms and conditions in any Purchase Order,
E&I Member Ancillary Contract, or Member Construction Contract agreed upon by Supplier and E&I Member, which must be
consistent with and protect the E&I Member at least to the same extent as the E&I Terms and Conditions and minimum
requirements of law. The remedies under the Contract are in addition to any other remedies that may be available under law or in
equity. By submitting this Proposal, you agree to these termination terms.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of
“federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR
60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965
Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment
Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor.” The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby
incorporated by reference. Supplier agrees that such provision applies to any Member purchase or contract that meets the
definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and Supplier agrees that it shall comply with such
provision.
Pursuant to Federal Rule (C) above, when Member expends federal funds on any federally assisted construction contract, the
equal opportunity clause is incorporated by reference herein.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
If not applicable, see below*
*Non-Applicability Agreement: Supplier certifies that this section is not applicable to Supplier. Supplier shall state reason for non-
applicability. Supplier further certifies that if this section does become applicable, then Supplier will comply with this section and
immediately notify E&I and all affected members, in writing, of such applicability and immediately complete respective certifications.
Reason for Non-Applicability: Outside the scope of the E&I contract – Grainger does not meet the definition of “federally assisted
construction contract”.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction
contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act
(40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards
Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute,
contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a
wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a
week.
Current prevailing wage determinations issued by the Department of Labor are available at www.wdol.gov. Supplier agrees that,
for any purchase to which this requirement applies, the award of the purchase to the Supplier is conditioned upon Supplier’s
acceptance of the wage determination.
The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also
include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of
Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part
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Master Agreement
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MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from
inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to
the Federal awarding agency.
Pursuant to Federal Rule (D) above, when Member expends federal funds during the term of an award for all contracts and
subgrants for construction or repair, Supplier will be in compliance with all applicable Davis-Bacon Act provisions.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
If not applicable, see below*
*Non-Applicability Agreement: Supplier certifies that this section is not applicable to Supplier. Supplier shall state reason for non-
applicability. Supplier further certifies that if this section does become applicable, then Supplier will comply with this section and
immediately notify E&I and all affected members, in writing, of such applicability and immediately complete respective certifications.
Reason for Non-Applicability: Outside the scope of the E&I contract – Grainger does not meet the definition of prime construction
contract.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-
Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance
with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the
Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week
of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less
than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of
40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in
surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the
purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or
transmission of intelligence.
Pursuant to Federal Rule (E) above, when Member expends federal funds, Supplier certifies that Supplier will be in compliance
with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts
by Member resulting from this procurement process.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
If not applicable, see below*
*Non-Applicability Agreement: Supplier certifies that this section is not applicable to Supplier. Supplier shall state reason for non-
applicability. Supplier further certifies that if this section does become applicable, then Supplier will comply with this section and
immediately notify E&I and all affected members, in writing, of such applicability and immediately complete respective certifications.
Reason for Non-Applicability: Outside the scope of the E&I contract – Grainger does not employ mechanics or laborers.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement”
under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit
organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work
under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements,” and any implementing regulations issued by the awarding agency.
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Master Agreement Number CNR01496 V05/19
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Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
Pursuant to Federal Rule (F) above, when federal funds are expended by Member, Supplier certifies that during the term of an
award for all contracts by Member resulting from this procurement process, Supplier agrees to comply with all applicable
requirements as referenced in Federal Rule (F) above.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
If not applicable, see below*
*Non-Applicability Agreement: Supplier certifies that this section is not applicable to Supplier. Supplier shall state reason for non-
applicability. Supplier further certifies that if this section does become applicable, then Supplier will comply with this section and
immediately notify E&I and all affected members, in writing, of such applicability and immediately complete respective certifications.
Reason for Non-Applicability: Outside the scope of the E&I contract – Grainger does not provide experimental, developmental, or
research work under funding agreements.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts
and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply
with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal
Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and
the Regional Office of the Environmental Protection Agency (EPA).
Pursuant to Federal Rule (G) above, when federal funds are expended by Member, Supplier certifies that during the term of an
award for all contracts by Member resulting from this procurement process, Supplier agrees to comply with all applicable
requirements as referenced in Federal Rule (G) above.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
If not applicable, see below*
*Non-Applicability Agreement: Supplier certifies that this section is not applicable to Supplier. Supplier shall state reason for non-
applicability. Supplier further certifies that if this section does become applicable, then Supplier will comply with this section and
immediately notify E&I and all affected members, in writing, of such applicability and immediately complete respective certifications.
Reason for Non-Applicability: Outside the scope of the E&I contract – Grainger is not the manufacturer of the products being sold.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to
parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB
guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp.,
p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded
by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
Pursuant to Federal Rule (H) above, Supplier certifies that currently and during the term of an award for all contracts resulting from
this procurement process, neither Supplier nor its principals is presently listed on government-wide exclusions in SAM, is not
debarred, suspended, proposed for debarment, declared ineligible, voluntarily excluded, or otherwise excluded from participation
by any federal department or agency, other than under Executive Order 12549.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
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DocuSign Envelope ID: 346F8793-9C01-4253-B3F2-252D8556CFB5
Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the
required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,
grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes
place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.
Pursuant to Federal Rule (I) above, when federal funds are expended by Member, Supplier certifies that during the term and after
the awarded term of an award for all contracts by Member resulting from this procurement process, the Supplier certifies that it is
in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further
certifies that:
(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress,
or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal
grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting
to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an
employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall
complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all covered
sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose
accordingly.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS
When federal funds are expended by Member for any contract resulting from this procurement process, Supplier certifies that it will comply
with the record retention requirements detailed in 2 CFR § 200.333 (so long as Member provided notice, in writing, to Supplier that federal
funds would be used, as required by E&I policy). Supplier further certifies that it will retain all records as required by 2 CFR § 200.333 for a
period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable,
and all other pending matters are closed.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT
When Member expends federal funds for any contract resulting from this procurement process, Supplier certifies that it will comply with the
mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
If not applicable, see below*
*Non-Applicability Agreement: Supplier certifies that this section is not applicable to Supplier. Supplier shall state reason for non-
applicability. Supplier further certifies that if this section does become applicable, then Supplier will comply with this section and
immediately notify E&I and all affected members, in writing, of such applicability and immediately complete respective certifications.
Reason for Non-Applicability: Provided Supplier is given prior notice of the State’s energy conservation plan and afforded the opportunity
to review to ensure compliance is achievable.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
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Master Agreement
W.W. Grainger, Inc.
MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
CERTIFICATION OF EQUAL EMPLOYMENT STATEMENT
It is the policy of E&I and its Members not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or
handicapping conditions in its programs. Supplier agrees not to discriminate against any employee or applicant for employment to be
employed in the performance of this Contract, with respect to hire, tenure, terms, conditions and privileges of employment, or a matter directly
or indirectly related to employment, because of age (except where based on a bona fide occupational qualification), sex (except where based
on a bona fide occupational qualification) or race, color, religion, national origin, or ancestry. Supplier further agrees that every subcontract
entered into for the performance of this Contract shall contain a provision requiring non-discrimination in employment herein specified, binding
upon each subcontractor. Breach of this covenant may be regarded as a material breach of the Contract.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS
Supplier certifies that Supplier is in compliance with all applicable provisions of the Buy America Act. Purchases made in accordance with
the Buy America Act must still follow the applicable procurement rules for free and open competition.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
If not applicable, see below*
*Non-Applicability Agreement: Supplier certifies that this section is not applicable to Supplier. Supplier shall state reason for non-
applicability. Supplier further certifies that if this section does become applicable, then Supplier will comply with this section and
immediately notify E&I and all affected members, in writing, of such applicability and immediately complete respective certifications.
Reason for Non-Applicability: Since Buy America Act provisions apply to federal funds provided by Federal Transit Administration (FTA),
it will not apply to the majority of Grainger purchases. On the rare occasion FTA funds are used, it is the
Member’s responsibility to notify Grainer (in writing) and Grainger will provide Member with current
information on possible compliance of the specific purchase, but Grainger does not certify broad
compliance with Buy America Act at this time.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336
When federal funds are used, Supplier agrees that the Member’s Inspector General or any of their duly authorized representatives shall have
access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under
the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable
access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Supplier agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
CERTIFICATION OF COMPLIANCE WITH PROCUREMENT OF RECOVERED MATERIALS
Supplier agrees that where applicable, it will comply with Section 6002 of the Solid Waste Disposal Act.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
If not applicable, see below*
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MRO Supplies
Master Agreement Number CNR01496
January 01, 2020
*Non-Applicability Agreement: Supplier certifies that this section is not applicable to Supplier. Supplier shall state reason for non-
applicability. Supplier further certifies that if this section does become applicable, then Supplier will comply with this section and
immediately notify E&I and all affected members, in writing, of such applicability and immediately complete respective certifications.
Reason for Non-Applicability: It is the Member’s responsibility to notify Grainger (in writing) and Grainger will provide Member with
current information on possible compliance of the specific purchase, but Grainger does not certify broad
compliance with Procurement of Recovered Materials at this time.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
CERTIFICATION OF PROFIT AS SEPARATE ELEMENT OF PRICE
For purchases using federal funds in excess of $150,000, a member may be required to negotiate profit as a separate element of the price.
See, 2 CFR 200.323(b). When required by a member, supplier agrees to provide information and negotiate with the member regarding
profit as a separate element of the price for a particular purchase. However, supplier agrees that the total price, including profit, charged by
supplier to the member shall not exceed the awarded pricing, including any applicable discount, under Supplier’s Cooperative Contract.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
If not applicable, see below*
*Non-Applicability Agreement: Supplier certifies that this section is not applicable to Supplier. Supplier shall state reason for non-
applicability. Supplier further certifies that if this section does become applicable, then Supplier will comply with this section and
immediately notify E&I and all affected members, in writing, of such applicability and immediately complete respective certifications.
Reason for Non-Applicability: Outside of the scope of the E&I contract – Grainger does not separate element of price for any items sold.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
CERTIFICATION OF GENERAL COMPLIANCE AND COOPERATION WITH E&I MEMBERS
In addition to the foregoing specific requirements, Supplier agrees, in accepting any Purchase Order from a Member, it shall
make a good faith effort to work with members to provide such information and to satisfy such requirements as may apply to
a particular Member purchase or purchases including, but not limited to, applicable recordkeeping and record retention
requirements.
Does Supplier agree? YES ________ Initials of Authorized Representative of Supplier
SUPPLIER AGREES TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, RULES, REGULATIONS, AND
ORDINANCES. IT IS FURTHER ACKNOWLEDGED THAT SUPPLIER CERTIFIES COMPLIANCE WITH ALL PROVISIONS, LAWS,
ACTS, REGULATIONS, ETC. AS SPECIFICALLY NOTED ABOVE.
Supplier’s Name: W.W. Grainger, Inc.
Address, City, State, and Zip Code: 100 Grainger Parkway, Lake Forest, IL 60045
Phone Number: 864-567-1242 Fax Number: _______________________________________
Printed Name and Title of Authorized Representative: Andrea Hamby, Sr. National Government Sales Manager
Email Address: Andrea.Hamby@grainger.com
Signature of Authorized Representative: _____________________________________________________________________
12/13/2019 | 2:37 PM PST
Date: ___________________________
E&I Cooperative Services, Inc. Page 25 of 25
Master Agreement Number CNR01496 V05/19