Grainger TCPN RFP 12-42 Public Safety final-Electronic Proposal

- 1 -

TCPN

The Cooperative Purchasing Network

Request for Proposal

for

Civil Servant & Public Safety Supplies, Materials & Accessories

SOLICITATION NUMBER 12-42

May 24, 2012

- 2 -

Table of Contents

Cover Letter.................................................................................................... - 3 -

Tab 1 ............................................................................................................... - 5 -Vendor Contract and Signature Form.............................................................................. - 5 -

Tab 2 ............................................................................................................. - 26 -Questionnaire ................................................................................................................. - 26 -

Tab 3 ............................................................................................................. - 31 -Company Profile ............................................................................................................. - 31 -

Tab 4 ............................................................................................................. - 64 -Evaluation Criteria Questionnaire.................................................................................. - 64 -

Tab 5 ............................................................................................................. - 77 -Product / Services........................................................................................................... - 77 -

Tab 6 ............................................................................................................. - 84 -References ...................................................................................................................... - 84 -

Tab 7 ............................................................................................................. - 91 -Pricing ............................................................................................................................. - 91 -

Tab 8 ............................................................................................................. - 93 -Value Add........................................................................................................................ - 93 -

KeepStock®* ................................................................................................ - 95 -KeepStock® Onsite

SM..................................................................................................... - 96 -

KeepStock® LabelSM

....................................................................................................... - 97 -KeepStock® Scan

SM........................................................................................................ - 97 -

KeepStock® TrackSM

....................................................................................................... - 98 -KeepStock® Mobile

SM..................................................................................................... - 98 -

KeepStock® SecureSM

.................................................................................................... - 99 -

Tab 9 ........................................................................................................... - 108 -Required Documents.....................................................................................................- 108 -

- 3 -

Cover Letter

- 4 -

100 Grainger PkwyLake Forest IL 60045

May 24, 2012

Mr. Jason WickelThe Cooperative Purchasing Network (TCPN)11280 West RoadHouston TX 77065

RE: Civil Servant & Public Safety Supplies Materials & Accessories Solicitation 12-42Due: May 24, 2012 -10:00 AM

Dear Mr. Wickel:

Grainger Industrial Supply, a division of W.W. Grainger, Inc. (“Grainger”), is pleased to respond to thisSolicitation for Civil Servant & Public Safety Supplies. The Grainger proposal provides a robust marketbasket savings program and Grainger’s expertise with launching and managing national contracts.

Grainger believes the enclosed offer greatly expands and enhances our longstanding relationship andcreates an exciting new strategic business relationship with The Cooperative Purchasing Network(TCPN). TCPN and Grainger have a proven successful track record and long standing partnership.

With 1.6 million customers in the US, 400,000 in-stock products, 105,000 transactions per day, and 360+branches, high-capacity, high-performing information systems are critical to our business. While eachcustomer has a unique facility to operate and a different problem to solve, our customers all share thesame requirement: when they need one of Grainger's products, they often need it right away.

To Grainger, the word service means more than providing great products. It means understanding ourcustomers’ daily business challenges and working together to develop relevant, value driven solutionsthat drive out cost. These solutions include, but are not limited to, eCommerce, the products, supplies andgear used every day to serve, protect and rescue.

Grainger also understands that our customers need to improve their efficiencies and drive down overallcosts while also achieving mission critical goals. With this in mind, Grainger has completed an in-depthanalysis of those products that are required to serve, protect and rescue. The top products creating a listof almost 9,000 items are offered. Grainger understands that law enforcement, fire services andemergency medical services across the nation have unique needs.

Further, Grainger will collaborate with TCPN to develop a robust and comprehensive marketing planaimed at achieving mutually agreed upon objectives and goals.

We look forward to working with TCPN for many years to come with the benefit of this enhancedrelationship. This relationship will provide cost effective solutions, public safety products and value addedservices through Grainger’s nationwide distribution network and dedicated employees.

Thank you for this opportunity to participate in this solicitation. Should you have questions please contactme at 512.267.6304 or [email protected].

Sincerely,

Susan HeckSenior Government Sales Manager

- 5 -

Tab 1

Vendor Contract and Signature Form

- 6 -

Vendor Contract and Signature Form

VENDOR CONTRACT

Between ________________________________________________________and

THE COOPERATIVE PURCHASING NETWORK (TCPN)

For

Civil Servant & Public Safety Supplies Materials & Accessories

The following pages will constitute the contract between the successful vendor(s) and TheCooperative Purchasing Network (hereinafter referred to as “TCPN”), having its principal placeof business at 11280 West Road, Houston, TX 77065. Respondent shall include in writing anyrequired exceptions or deviations from these terms, conditions, and specifications. If agreed toby TCPN, they will be incorporated into the final contract

This contract consists of the provisions set forth below, including provisions of all attachmentsreferenced herein. In the event of a conflict between the provisions set forth below and thosecontained in any attachment, the provisions set forth below shall control.

GENERAL TERMS AND CONDITIONS

Cancellation for non-performance or contractor deficiency:

TCPN may terminate any contract if Members have not used the contract, or if purchase volumeis determined to be “low volume” in any 12-month period. TCPN reserves the right to cancel thewhole or any part of this contract due to failure by contractor to carry out any obligation, term orcondition of the contract. TCPN may issue a written deficiency notice to contractor for acting orfailing to act in any of the following:

Providing material that does not meet the specifications of the contract;

Providing work and/or material that was not awarded under the contract;

Failing to adequately perform the services set forth in the scope of work andspecifications;

Failing to complete required work or furnish required materials within a reasonableamount of time;

Failing to make progress in performance of the contract and/or giving TCPN reason tobelieve that contractor will not or cannot perform the requirements of the contract; and/or

Performing work or providing services under the contract prior to receiving a TCPNreviewed purchase order for such work.

Upon receipt of a written deficiency notice, contractor shall have ten (10) days to provide asatisfactory response to TCPN. Failure to adequately address all issues of concern may resultin contract cancellation. Upon cancellation under this paragraph, all goods, materials, work,documents, data and reports prepared by contractor under the contract shall become theproperty of the Member on demand.

COOPERATIVE PURCHASING

This contract is based on the need for TCPN to provide the economic benefits of volumepurchasing and reduction in administrative costs through cooperative purchasing to schools andother Members. Although contractors may restrict sales to certain public units (for example,

- 7 -

state agencies or local government units), any contract that prohibits sales from being made topublic school districts may not be considered. Sales without restriction to any Members arepreferred.

Cooperative purchasing agreements: Cooperative Purchasing Agreements between TCPNand its Members have been established under state procurement law.

Cooperative purchasing contracts: Offeror agrees all prices, terms, warranties, and benefitsgranted by offeror to Members through this contract are comparable to or better than theequivalent terms offered by offeror to any present customer meeting the same qualifications orrequirements

Customer SupportThe vendor shall provide timely and accurate technical advice and sales support to TCPN staffand TCPN participants. The vendor shall respond to such requests within one (1) working dayafter receipt of the request.

Assignment of Contract

No assignment of contract may be made without the prior written approval of TCPN. Purchaseorders and payment can only made to awarded vendor unless otherwise approved by TCPN.Awarded vendor is required to notify TCPN when any material change in operations is madethat may adversely affect TCPN’s members, (i.e. bankruptcy, change of ownership, merger,etc.)

FORM OF CONTRACT

Contract type: The term contract shall be a percent of discount off manufacturer’s price list orcatalog, or fixed price, or a combination of both with indefinite quantities.

Form of contract: The form of contract for this solicitation shall be the Request for Proposal,the awarded proposal(s) and best and final offer(s), and properly issued and reviewed purchaseorders referencing the requirements of the Request for Proposals. If a firm submitting an offerrequires TCPN and/or Member to sign an additional agreement, a copy of the proposedagreement must be included with the proposal.

Parol evidence: The contract, as specified above, represents the final written expression ofagreement. All agreements are contained herein and no other agreements or representationsthat materially alter it are acceptable.

Vendor contract documents: TCPN will review proposed vendor contract documents.Vendor’s contract document shall not become part of TCPN’s contract with vendor unless anduntil an authorized representative of TCPN reviews and approves it.

LICENSES

Contractor shall maintain in current status all federal, state and local licenses, bonds andpermits required for the operation of the business conducted by contractor. Contractor shallremain fully informed of and in compliance with all ordinances and regulations pertaining to thelawful provision of services under the contract. TCPN reserves the right to stop work and/orcancel the contract of any contractor whose license(s) expire, lapse, are suspended orterminated.

- 8 -

Survival Clause

All applicable software license agreements, warranties or service agreements that were enteredinto between Vendor and Customer under the terms and conditions of the Contract shall survivethe expiration or termination of the Contract. All Purchase Orders issued and accepted by OrderFulfiller shall survive expiration or termination of the Contract.

Disclosures

Respondent affirms that he/she has not given, offered to give, nor intends to give at any timehereafter any economic opportunity, future employment, gift, loan, gratuity, special discount,trip, favor or service to a public servant in connection with this contract.

Include a complete description of any and all relationships that might be considered a conflict ofinterest in doing business with participants in TCPN.

The respondent affirms that, to the best of his/her knowledge, the offer has been arrived atindependently, and is submitted without collusion with anyone to obtain information or gain anyfavoritism that would in any way limit competition or give an unfair advantage over othervendors in the award of this contract.

Renewal of Contract

Unless otherwise stated, all contracts are for a period of three (3) years with an option to renewannually for an additional two (2) one –year extensions. TCPN shall review the contract prior tothe renewal date and notify the current awarded vendor each year of the contract renewal.Awarded vendor shall honor the administrative fee for any sales occurred beyond 30 days onany sales made based on a TCPN contract whether awarded a renewal or not. TCPN reservesthe right to exercise two (2) one-year extensions at the same time.

Funding Out Clause

Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. Acontract for the acquisition, including lease, of real or personal property is a commitment of theentity’s current revenue only, provided the contract contains either or both of the followingprovisions:

Retains to the entity the continuing right to terminate the contract at the expiration of eachbudget period during the term of the contract and is conditioned on a best efforts attempt by theentity to obtain appropriate funds for payment of the contract.

Ordering Procedures

Purchase orders are issued by participating entities to the awarded vendor stating “Per TCPNContract”.

Audit rights

Supplier shall, at Supplier’s sole expense, maintain appropriate due diligence of all purchasesmade by Region 4 ESC and any entity that utilizes this Agreement. TCPN and Region 4 ESCeach reserve the right to audit the accounting for a period of three (3) years from the time suchpurchases are made. This audit right shall survive termination of this Agreement for a period ofone (1) year from the effective date of termination. TCPN shall have the authority to conduct

- 9 -

random audits of Supplier’s pricing that is offered to eligible entities at TCPN's sole cost andexpense. Notwithstanding the foregoing, in the event that TCPN is made aware of any pricingbeing offered to eligible agencies that is materially inconsistent with the pricing under thisagreement, TCPN shall have the ability to conduct an extensive audit of Supplier’s pricing atSupplier’s sole cost and expense. TCPN may conduct the audit internally or may engage athird-party auditing firm. In the event of an audit, the requested materials shall be provided in theformat and at the location designated by Region 4 ESC or TCPN.

Contract placed on hold

TCPN shall have the ability to place a contract on hold, if it is deemed necessary to addressongoing problems with an awarded contract. Details of the decision to place the contract on holdshall be provided in a written deficiency notice. A reasonable amount of time shall be providedto contractor to address issues in the written deficiency notice.

Novation

If contractor sells or transfers all assets or the entire portion of the assets used to perform thiscontract, a successor in interest must guarantee to perform all obligations under this contract.TCPN reserves the right to accept or reject any new party. A simple change of nameagreement will not change the contractual obligations of contractor.

Order of precedence

In the event of a conflict in the provisions of the contract as accepted by TCPN, the followingorder of precedence shall prevail:

1. Special terms and conditions2. General terms and conditions3. Specifications and scope of work4. Attachments and exhibits5. Documents referenced or included in the solicitation

Inspection & Acceptance

Contractor shall deliver said materials purchased on this contract to the TCPN member issuinga Purchase Order. Conforming product shall be shipped within 7 days of receipt of PurchaseOrder. If delivery is not or cannot be made within this time period the contractor must receiveauthorization from the purchasing agency for the delayed delivery. At this point the participatingentity may cancel the order if estimated shipping time is not acceptable.

If defective or incorrect material is delivered, purchasing agency may make the determinationto return the material to the contractor at no cost to the purchasing agency. The contractoragrees to pay all shipping costs for the return shipment. Contractor shall be responsible forarranging the return of the defective or incorrect material.

SITE REQUIREMENTS

Cleanup: Contractor shall clean up and remove all debris and rubbish resulting from their workas required or directed by Member. Upon completion of the work, the premises shall be left ingood repair and an orderly, neat, clean and unobstructed condition.

Preparation: Contractor shall not begin a project for which Member has not prepared the site,unless contractor does the preparation work at no cost, or until Member includes the cost of site

- 10 -

preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture,installing wiring for networks or power, and similar pre-installation requirements.

Registered sex offender restrictions: For work to be performed at an schools, contractoragrees that no employee or employee of a subcontractor who has been adjudicated to be aregistered sex offender will perform work at any time when students are or are reasonablyexpected to be present. Contractor agrees that a violation of this condition shall be considered amaterial breach and may result in the cancellation of the purchase order at the Member’sdiscretion. Contractor must identify any additional costs associated with compliance of this term.If no costs are specified, compliance with this term will be provided at no additional charge.

Safety measures: Contractor shall take all reasonable precautions for the safety of employeeson the worksite, and shall erect and properly maintain all necessary safeguards for protection ofworkers and the public. Contractor shall post warning signs against all hazards created by itsoperation and work in progress. Proper precautions shall be taken pursuant to state law andstandard practices to protect workers, general public and existing structures from injury ordamage.

Smoking: Persons working under the contract shall adhere to local smoking policies. Smokingwill only be permitted in posted areas or off premises.

Stored materials: Upon prior written agreement between the contractor and Member, paymentmay be made for materials not incorporated in the work but delivered and suitably stored at thesite or some other location, for installation at a later date. An inventory of the stored materialsmust be provided to Member prior to payment. Such materials must be stored and protected ina secure location, and be insured for their full value by the contractor against loss and damage.Contractor agrees to provide proof of coverage and/or addition of Member as an additionalinsured upon Member’s request. Additionally, if stored offsite, the materials must also be clearlyidentified as property of buying Member and be separated from other materials. Member mustbe allowed reasonable opportunity to inspect and take inventory of stored materials, on oroffsite, as necessary.

Until final acceptance by the Member, it shall be the Contractor's responsibility to protect allmaterials and equipment. The Contractor warrants and guarantees that title for all work,materials and equipment shall pass to the Member upon final acceptance. Payment for storedmaterials shall not constitute final acceptance of such materials.

Invoices

The awarded vendor shall submit invoices to the participating entity clearly stating “Per TCPNContract”. The shipment tracking number or pertinent information for verification shall be madeavailable upon request.

Tax Exempt Status

Since this is a national contract, knowing the tax laws in each state is the sole responsibilityof the vendor.

Reporting

The awarded vendor shall electronically provide TCPN with a detailed monthly or quarterlyreport showing the dollar volume of all sales under the contract for the previous month or

- 11 -

quarter. Reports shall be sent via e-mail to TCPN offices at [email protected]. Reports aredue on the fifteenth (15th) day after the close of the previous month or quarter. It is theresponsibility of the awarded vendor to collect and compile all sales under the contract fromparticipating members and submit one (1) report. The report shall include at least the followinginformation as listed in the example below:

Vendor NameTCPN ReportMonth or Quarter

Entity Name Zip Code State PO or Job# Sale Amount

Total _________________

Payments

The entity using the contract will make payments directly to the awarded vendor.

Pricing

The awarded vendor agrees to provide pricing to TCPN and its participating entities that are thelowest pricing available and the pricing shall remain so throughout the duration of the contract.The awarded vendor agrees to lower the cost of any product purchased through TCPN followinga reduction in the manufacturer or publisher's direct cost. Price increases must be approved byTCPN. However, the awarded vendor must honor previous prices for thirty (30) days afterapproval and written notification from TCPN if requested. All price increases must be supportedby manufacture documentation, or a formal cost justification letter.

All pricing submitted to TCPN shall include the administrative fee to be remitted to TCPN by theawarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and onfile with TCPN. All price changes shall be presented to TCPN for acceptance, using the sameformat as was accepted in the original contract.

All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricingoffered unless otherwise clearly stated in writing.

Price reduction and adjustmentPrice reduction may be offered at any time during contract and shall become effective uponnotice of acceptance from TCPN. Special, time-limited reductions are permissible under thefollowing conditions: 1) reduction is available to all Members equally; 2) reduction is for aspecific time period, normally not less than thirty (30) days; 3) original price is not exceededafter the time-limit; and 4) TCPN has approved the new prices prior to any offer of the prices toa Member. Contractor shall offer TCPN any published price reduction during the contract period.

- 12 -

PRODUCT LINES

Current productsProposals shall be for materials and equipment in current production and marketed to thegeneral public and education/government agencies at the time the proposal is submitted.

Discontinued products: If a product or model is discontinued by the manufacturer, contractormay substitute a new product or model if the replacement product meets or exceeds thespecifications and performance of the discontinued model and if the discount is the same orgreater than the discontinued model.New products/Services: New products and/or services that meet the scope of work may beadded to the contract. Pricing shall be equivalent to the percentage discount for other products.Contractor may replace or add product lines to an existing contract if the line is replacing orsupplementing products on contract, is equal or superior to the original products offered, isdiscounted in a similar or to a greater degree, and if the products meet the requirements of thesolicitation. No products and/or services may be added to avoid competitive procurementrequirements. TCPN may require additions to be submitted with documentation from Membersdemonstrating an interest in, or a potential requirement for, the new product or service. TCPNmay reject any additions without cause.

Options: Optional equipment for products under contract may be added to the contract at thetime they become available under the following conditions: 1) the option is priced at a discountsimilar to other options; 2) the option is an enhancement to the unit that improves performanceor reliability.

Product line: Offerors with a published catalog may submit the entire catalog. TCPN reservesthe right to select products within the catalog for award without having to award all contents.TCPN may reject any addition of equipment options without cause.

Administrative Fees

The awarded vendor agrees to pay administrative fees to TCPN as calculated as follows: (Saleswill be calculated for fiscal year of January 1st through December 31st and reset each year)

Annual Sales Through Contract Administrative Fee

0 - $50,000,000 2%

$50,000,001 - $100,000,000 1.75%

$100,000,001 - $150,000,000 1.5%

$150,000,001 - $200,000,000 1.25%

$200,000,001 - $500,000,000 1%

$500,000,001 - $1,000,000,000 0.75%

$1 ,000,000,000+ 0.5%

- 13 -

Warranty conditions

All supplies, equipment and services shall include manufacturer's minimum standard warrantyand one (1) year labor warranty unless otherwise agreed to in writing.

Indemnity

The awarded vendor shall protect, indemnify, and hold harmless TCPN and its participants,administrators, employees and agents against all claims, damages, losses and expensesarising out of or resulting from the actions of the vendor, vendor employees or vendorsubcontractors in the preparation of the solicitation and the later execution of the contract. Anylitigation involving TCPN, its administrators and employees and agents will be in Harris County,Texas. Any litigation involving TCPN’s members shall be in the jurisdiction of the participatingagency.

Franchise Tax

The respondent hereby certifies that he/she is not currently delinquent in the payment of anyfranchise taxes.

Marketing

Awarded vendor agrees to allow TCPN to use their name and logo within website, marketingmaterials and advertisement. Any use of TCPN name and logo or any form of publicity, inclusiveof press releases, regarding this contract by awarded vendor must have prior approval fromTCPN.

Supplemental Agreements

The entity participating in the TCPN contract and awarded vendor may enter into a separatesupplemental agreement to further define the level of service requirements over and above theminimum defined in this contract i.e. invoice requirements, ordering requirements, specializeddelivery, etc. Any supplemental agreement developed as a result of this contract is exclusivelybetween the participating entity and awarded vendor. TCPN, its agents, members andemployees shall not be made party to any claim for breach of such agreement.

Certificates of Insurance

Certificates of insurance shall be delivered to the TCPN participant prior to commencement ofwork. The insurance company shall be licensed in the applicable state in which work is beingconducted. The awarded vendor shall give the participating entity a minimum of ten (10) daysnotice prior to any modifications or cancellation of policies. The awarded vendor shall require allsubcontractors performing any work to maintain coverage as specified.

Legal Obligations

It is the Respondent’s responsibility to be aware of and comply with all local, state, and federallaws governing the sale of products/services identified in this RFP and any awarded contractand shall comply with all while fulfilling the RFP. Applicable laws and regulation must befollowed even if not specifically identified herein.

Protest

Any protest of an award or proposed award must be filed in writing within ten (10) days from thedate of the official award notification and must be received by 5:00 pm CDT. No protest shall liefor a claim that the selected Vendor is not a responsible Bidder. Protests shall be filed with the

- 14 -

Director of TCPN and shall include the following:

Name, address and telephone number of protester

Original signature of protester or its representative

Identification of the solicitation by RFP number

Detailed statement of legal and factual grounds including copies of relevantdocuments; and the form of relief requested

Any protest review and action shall be considered final with no further formalitiesbeing considered.

Force Majeure

If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part tocarry out its obligations under this Agreement then such party shall give notice and fullparticulars of Force Majeure in writing to the other party within a reasonable time afteroccurrence of the event or cause relied upon, and the obligation of the party giving such notice,so far as it is affected by such Force Majeure, shall be suspended during the continuance of theinability then claimed, except as hereinafter provided, but for no longer period, and such partyshall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or otherindustrial disturbances, act of public enemy, orders of any kind of government of the UnitedStates or the State of Texas or any civil or military authority; insurrections; riots; epidemics;landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests;restraint of government and people; civil disturbances; explosions, breakage or accidents tomachinery, pipelines or canals, or other causes not reasonably within the control of the partyclaiming such inability. It is understood and agreed that the settlement of strikes and lockoutsshall be entirely within the discretion of the party having the difficulty, and that the aboverequirement that any Force Majeure shall be remedied with all reasonable dispatch shall notrequire the settlement of strikes and lockouts by acceding to the demands of the opposing partyor parties when such settlement is unfavorable in the judgment of the party having the difficulty.

Prevailing Wage

It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wagelegislation in effect in the jurisdiction of the purchaser (TCPN or its Members). It shall further bethe responsibility of the Vendor to monitor the prevailing wage rates as established by theappropriate department of labor for any increase in rates during the term of this contract andadjust wage rates accordingly.

Miscellaneous

Either party may cancel this contract in whole or in part by providing written notice. Thecancellation will take effect 30 business days after the other party receives the notice ofcancellation. After the 30th business day all work will cease following completion of finalpurchase order.

TCPN reserves the right to request additional items not already on contract at any time.

- 15 -

STATE NOTICE

Pursuant to certain state notice provisions, including but not limited to Oregon Revised StatutesChapter 279A.220, the following public agencies and political subdivisions of the referencedpublic agencies are eligible to register with TCPN and access the Master Agreement contractaward made pursuant to this solicitation, and hereby given notice of the foregoing request forproposals for purposes of complying with the procedural requirements of said statutes:

Nationwide:

State of Alabama * State of HawaiiState of

MassachusettsState of New

MexicoState of South

Dakota

State of Alaska State of Idaho State of MichiganState of New

YorkState of

Tennessee

State of Arizona State of Illinois State of MinnesotaState of North

CarolinaState of Texas

State of ArkansasState ofIndiana

State of MississippiState of North

DakotaState of Utah

State of California State of Iowa State of Missouri State of Ohio State of Vermont

State of ColoradoState ofKansas

State of MontanaState of

OklahomaState of Virginia

State ofConnecticut

State ofKentucky

State of NebraskaState ofOregon

State ofWashington

State of DelawareState of

LouisianaState of Nevada

State ofPennsylvania

State of WestVirginia

State of Florida State of MaineState of NewHampshire

State of RhodeIsland

State ofWisconsin

State of GeorgiaState of

MarylandState of New Jersey

State of SouthCarolina

State ofWyoming

District ofColumbia

Lists of political subdivisions and local governments in the above referenced states/districtsmay be found at http://www.usa.gov/Agencies/State and Territories.shtml andhttp://www.usa.gov/Agencies/Local.shtml

*Some public agencies and political subdivisions of these states may be restricted by statestatutes that limit competition among cooperative purchasing organizations by only allowing useof purchasing cooperatives sponsored by certain National Associations.

Certain Public Agencies and Political Subdivisions:

Cities, Towns, Villages, and Boroughs including but not limited to:

CITY OF ADAIRVILLAGE CITY OFASHLAND CITY OFAUMSVILLE CITYOF AURORA

- 16 -

CITY OFBEAVERTONCITY OFBOARDMAN CITYOF BURNSCITY OF CANBYCITY OFCANYONVILLECITY OFCLATSKANIE

CITY OF COBURG

CITY OF CONDON

CITY OF LA GRANDE

CITY OF LEBANON

CITY OF MILL CITY

CITY OF MILWAUKIE

CITY OF MOSIERCITY OF NORTH PLAINSCITY OF OREGON CITYCITY OF PILOT ROCKCITY OF PORTLANDCITY OF POWERSCITY OF RIDDLE CITY OF SANDYCITY OF SCAPPOOSECITY OF SHADY COVECITY OF SHERWOODCITY OF ST. PAULCITY OF TIGARD, OREGONCITY OF TUALATIN, OREGONCITY OF WARRENTON CITY OF WILSONVILLECITY OF WINSTONLEAGUE OF OREGON CITIESPORTLAND DEVELOPMENT COMMISSIONCITY OF BATON ROUGECITY OF BOSSIER CITYCITY OF KENNERCITY OF LAFAYETTECITY OF LAKE CHARLESCITY OF METAI RIE CITY OF MONROECITY OF NEW ORLEANSCITY OF SHREVEPORT

Counties including but not limited to:

BOARD OF WATER SUPPLYCOUNTY OF HAWAII MAUICOUNTY COUNCILCADDO PARISHCALCASIEU PARISHEAST BATON ROUGE PARISH

- 17 -

JEFFERSON PARISHLAFAYETTE PARISHLIVINGSTON PARISHORLEANS PARISHPLAQUEMINES PARISHRAPIDES PARISHSAINT TAMMANY PARISHTERREBONNE PARISHWEST BATON ROUGE PARISH

K-12 including but not limited to:

BEAVERTON SCHOOL DISTRICTBEND-LA PINE SCHOOL DISTRICTBROOKING HARBOR SCHOOL DISTRICT NO. 17-CCANYONVILLE CHRISTIAN ACADEMYCASCADES ACADEMY OF CENTRAL OREGONCENTENNIAL SCHOOL DISTRICTCENTRAL CATHOLIC HIGH SCHOOLCENTRAL POINT SCHOOL DISTRICT NO.6CENTRAL SCHOOL DISTRICT 13JCOOS BAY SCHOOL DISTRICT NO.9COUNTY OF YAMH ILL SCHOOLD DISTRICT 29CULVER SCHOOL DISTRICTDALLAS SCHOOL DISTRICT NO.2DAVID DOUGLAS SCHOOL DISTRICTDAYTON SCHOOL DISTRICT NO.8DE LA SALLE N CATHOLIC HSDESCHUTES COUNTY SCHOOL DISTRICT NO.6DUFUR SCHOOL DISTRICT NO. 29ESTACADA SCHOOL DISTRICT NO.10BFOREST GROVE SCHOOL DISTRICTGLADSTONE SCHOOL DISTRICTGRANTS PASS SCHOOL DISTRICT 7GREATER ALBANY PUBLIC SCHOOL DISTRICTHEAD START OF LANE COUNTYHIGH DESERT EDUCATION SERVICE DISTRICTHOOD RIVER COUNTY SCHOOL DISTRICTJACKSON COUNTY SCHOOL DISTRICT NO.9JEFFERSON COUNTY SCHOOL DISTRICT 509-JJEFFERSON SCHOOL DISTRICTKLAMATH FALLS CITY SCHOOLSLAKE OSWEGO SCHOOL DISTRICT 7JLANE COUNTY SCHOOL DISTRICT 4JLINCOLN COUNTY SCHOOL DISTRICTLINN COUNTY SCHOOL DISTRICT 95CLOST RIVER JR/SR HIGH SCHOOLLOWELL SCHOOL DISTRICT NO.71MARION COUNTY SCHOOL DISTRICTMARION COUNTY SCHOOL DISTRICT 103

- 18 -

MCMINNVILLE SCHOOL DISTRICT NOAOMEDFORD SCHOOL DISTRICT 549CMITCH CHARTER SCHOOLMONROE SCHOOL DISTRICT NO.1JMULTISENSORY LEARNING ACADEMYMUL TNOMAH EDUCATION SERVICE DISTRICTNEAH-KAH-NIE DISTRICT NO.56NESTUCCA VALLEY SCHOOL DISTRICT NO.101NOBEL LEARNING COMMUNITIESNORTH BEND SCHOOL DISTRICT 13NORTH CLACKAMAS SCHOOL DISTRICTNORTH WASCO CITY SCHOOL DISTRICT 21NORTHWEST REGIONAL EDUCATION SERVICE DISTRICTONTARIO MIDDLE SCHOOLOREGON TRAIL SCHOOL DISTRICT NOA6PHOENIX TALENT SCHOOL DISTRICT NOAPORTLAND JEWISH ACADEMYPORTLAND PUBLIC SCHOOLSREDMOND SCHOOL DISTRICTREYNOLDS SCHOOL DISTRICTROGUE RIVER SCHOOL DISTRICT NO.35ROSEBURG PUBLIC SCHOOLSSCAPPOOSE SCHOOL DISTRICT 1JSEASIDE SCHOOL DISTRICT 10SHERWOOD SCHOOL DISTRICT 88JSOUTH LANE SCHOOL DISTRICT 45J3SOUTHERN OREGON EDUCATION SERVICE DISTRICTSPRINGFIELD SCHOOL DISTRICT NO.19SWEET HOME SCHOOL DISTRICT NO.55THE CATLIN GABEL SCHOOLTIGARD-TUALATIN SCHOOL DISTRICTWEST LINN WILSONVILLE SCHOOL DISTRICTYONCALLA SCHOOL DISTRICT NO.32CADDO PARISH SCHOOL DISTRICTCALCASI EU PARISH SCHOOL DISTRICTEAST BATON ROUGE PARISH SCHOOL DISTRICTJEFFERSON PARISH SCHOOL DISTRICTLAFAYETTE PARISH SCHOOL DISTRICTLIVINGSTON PARISH SCHOOL DISTRICTORLEANS PARISH SCHOOL DISTRICTRAPIDES PARISH SCHOOL DITRICTTERREBONNE PARISH SCHOOL DISTRICT

Higher Education

BIRTHING WAY COLLEGE OF MIDWIFERYBLUE MOUNTAIN COMMUNITY COLLEGECENTRAL OREGON COMMUNITY COLLEGECHEMEKETA COMMUNITY COLLEGECLACKAMAS COMMUNTIY COLLEGE

- 19 -

COLUMBIA GORGE COMMUNITY COLLEGEGEORGE FOX UNIVERSITYKLAMATH COMMUNITY COLLEGE DISTRICTLANE COMMUNITY COLLEGELEWIS AND CLARK COLLEGELINFIELD COLLEGELINN-BENTON COMMUNITY COLLEGEMARYLHURST UNIVERSITYMT. HOOD COMMUNITY COLLEGEMULTNOMAH BIBLE COLLEGENATIONAL COLLEGE OF NATURAL MEDICINENORTHWEST CHRISTIAN COLLGEOREGON HEALTH AND SCIENCE UNIVERSITYOREGON UNIVERSITY SYSTEMPACIFIC UNIVERSITYPORTLAND COMMUNITY COLLEGEPORTLAND STATE UNIVERSITYREED COLLEGEROGUE COMMUNITY COLLEGESOUTHWESTERN OREGON COMMUNITY COLLEGETILLAMOOK BAY COMMUNITY COLLEGEUMPQUA COMMUNTIY COLLEGEWESTERN STATES CHIROPRACTIC COLLEGEWILLAMETTE UNIVERSITYARGOSY UNIVERSITYBRIGHAM YOUNG UNIVERSITY-HAWAIICOLLEGE OF THE MARSHALL ISLANDSRESEARCH CORPORATION OF THE UNIVERSITY OF HAWAIIUNIVERSITY OF HAWAII AT MANOA

State AgenciesBOARD OF MEDICAL EXAMINERSOFFICE OF MEDICAL ASSISTANCE PROGRAMSOFFICE OF THE STATE TREASUREROREGON BOARD OF ARCHITECTSOREGON CHILD DEVELOPMENT COALITIONOREGON DEPARTMENT OF EDUCATIONOREGON DEPARTMENT OF FORESTRYOREGON DEPARTMENT OF TRANSPORTATIONOREGON DEPARTMENT OF EDUCATIONOREGON LOTTERYOREGON OFFICE OF ENERGYOREGON STATE BOARD OF NURSINGOREGON STATE DEPARTMENT OF CORRECTIONSOREGON STATE POLICEOREGON TOURISM COMMISSIONOREGON TRAVEL INFORMATION COUNCILSANTIAM CANYON COMMUNICATON CENTERSEIU LOCAL 503, OPEUADMIN. SERVICES OFFICE

- 20 -

HAWAII CHILD SUPPORT ENFORCEMENT AGENCYHAWAII HEALTH SYSTEMS CORPORATIONSOH-JUDICIARY CONTRACTS AND PURCHSTATE DEPARTMENT OF DEFENSESTATE OF HAWAIISTATE OF HAWAIISTATE OF HAWAII, DEPARTMENT OF EDUCATIONSTATE OF LOUISIANASTATE OF LOUISIANA DEPARTMENT OF EDUCATION

- 21 -

GENERAL TERMS & CONDITIONS ACCEPTANCE FORM

Signature on the following page certifies complete acceptance of the General Termsand Conditions in this solicitation, except as noted below (additional pages may beattached, if necessary).

Check one of the following responses to the General Terms and Conditions:

We take no exceptions/deviations to the general terms and conditions

(Note: If none are listed below, it is understood that no exceptions/deviations aretaken.)

We take the following exceptions/deviations to the general terms and conditions. Allexceptions/deviations must be clearly explained. Reference the correspondinggeneral terms and conditions that you are taking exceptions/deviations to. Clearlystate if you are adding additions terms and conditions to the general terms andconditions. Provide details on your exceptions/deviations below:

(Note: Unacceptable exceptions shall remove your proposal from consideration foraward. TCPN shall be the sole judge on the acceptance of exceptions/deviationsand TCPN’s decision shall be final. )

Grainger provides the following clarifications for TCPN’s review. Please contact me at yourconvenience if you have any questions or would like further information.

Page numbers referenced are those from original RFP.

ProcessOpen Records Policy (page 7): Under this offer, the only proprietary and confidential information that isbeing provided is the Grainger reporting. The systems used to provide this reporting are the result of animmense financial investment by Grainger. Therefore, we ask that this material be protected fromcompetitors who choose not to make such an investment.

Tab 1 - General Terms and Conditions

Cancelation for non-performance or contractor deficiency (page 9): In regard to the last paragraph,please note that all reports are the property of Grainger for internal use by TCPN and the TCPN Memberunless otherwise approved by Grainger. If you have any questions about the use of reporting data pleasecontact me.

Cooperative Purchasing (page 9) and Form of Contract (page 10) First paragraph: Grainger would like to continue to utilize the mutually agreed upon sign-

up/enrollment process developed by the parties under the MRO contract. This process assistsGrainger and TCPN in managing accurate customer contract pricing and proper calculation of theadministrative fee. We believe this is a benefit to all parties. All new customers must sign up

- 22 -

prior to receiving pricing or being counted in the administrative fee so that Grainger can ensurepricing is accurate.The form shows that the participant is selecting the TCPN MRO and PublicSafety awards as the Primary Grainger Contract offering in which they wish to participate.Customer may choose to participate in only one Primary Grainger Contract.

Cooperative purchasing contracts (2nd

paragraph on page 10): Please delete this paragraph asGrainger cannot agree to a most favored customer clause of this nature due to Grainger’spricing policy and pre-existing most favored customer compliance obligations with severalgovernmental agencies.

Renewal of Contracts (page 11): We are uncertain as to the intent of the last sentence. In order for anadministrative fee to apply and a customer to purchase under a contract, a contract must be in effectbetween TCPN and Grainger. If a renewal is not issued, Grainger will still pay all applicableadministrative fees under the initial contract term. Please note that this also clarifies the last paragraphon the signature page.

Audit Right (page 11): Please note that Grainger reserves the right to pre-approve any third party auditorsto ensure that they or their affiliates do not have conflicts of interest with Grainger. Grainger proposesthat the cost of the audit will be negotiated at the time when all information is available to determine thesource of the pricing inaccuracies.

Invoices (page 13): Please note that Grainger will continue its current practices in regard to invoicing.

Reporting (Page 13): Grainger will submit the data for all purchases made under this agreement withinthe same reports and in the same format as currently being provided under the Grainger TCPN MROcontract. .

Pricing (Page 14): Please note that as explained above in the “Cooperative purchasing contracts”section, Grainger cannot accept the first paragraph of this clause and respectfully requests its deletion.Grainger has fully described its pricing offer in Tab 7, Exhibit 10.

Price reduction and adjustment (page 14): Grainger asks that this entire section not be included in thefinal contract. We anticipate that this clause provides a significant barrier to Grainger responding to itsTCPN customers on an individual quote basis. We believe that it has negative repercussions for TCPNas well. It will slow Grainger’s response time to TCPN and its members and based on our understandingof the requirements, would inundate TCPN with requests for approval of exceptions. Each request forapproval would most likely have time pressure constraints for completion so that after approval, Graingercan respond back to the initial customer. It may even prevent valid lower pricing to TCPN Membersbecause Grainger may have to restructure how it processes orders within the entire Coop in order tocomply with this clause. Please give me the opportunity to explain the impacts of such a clause to bothGrainger and TCPN and its members prior to any decision being made on the incorporation of this clause.Inclusion of any component of this section in the final agreement must be mutually acceptable to bothparties.

Marketing (page 15): We would like to propose to add the following: "TCPN will utilize anycopyright or intellectual property protection notices as requested by Vendor in use of Vendor'sname and logo." Grainger can lose the copy right protection of its marks if they are not properlyannotated.

Certificates of Insurance (page 16): Grainger proposes to provide certificates upon request as we havefound this works best for our customers.

Tab 2 – Questionnaire

- 23 -

Number 7. Pricing Information: Grainger will provide future products and replacement products at thatsame discount as applicable under Grainger’s discount programs for new or replacement products.Please contact Grainger to determine whether any additional discounts for guaranteed volumepurchases are available.

Tab 7 – PricingNot to Exceed Pricing: We would like to discuss how the last two bullets would be implemented byTCPN. Grainger discounts will not be decreased but individual prices in the discount program aresubject to change. We believe that the second bullet will have to be removed for the reasons describedabove but we are uncertain as to how TCPN intends this clause to apply.

Please also note that Grainger is offering the use of its Grainger Sourcing Division. Theseproducts are not included in the Grainger catalog and as a result have different terms andconditions which apply. Please see Terms and Conditions for Sourced Product Exhibit 9.

SIGNATURE FORM

The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below.

Prices are guaranteed: 120 days

Company name

Address

City/State/Zip

Telephone No.

Fax No.

Email address

Printed name

Position with company

Authorized signature

Accepted by The Cooperative Purchasing Network: Term of contract to

Unless otherwise stated, all contracts are for a period of one (1) year with an option to renew annually for an additional four (4) years if agreed to by TCPN and the awarded vendor. Awarded vendor shall honor all administrative fees for any sales made based on a TCPN contract whether renewed or not.

Director of TCPN Date Print Name Authorized Signature Date Print Name

TCPN Contract Number __________

CERTIFICATE OF DESIGNATIONFOR SALES OF PRODUCTS AND SERVICES

Pursuant to resolutions adopted on August 1, 1990 and subsequently amended by theBoard of Directors of W.W. Grainger, Inc. (the "Corporation"), which resolutions relate tothe execution and delivery of certain documents for and on behalf of the Corporation, I,Michael A. Pulick, Senior Vice President and President, Grainger U.S. of theCorporation, hereby (i) designate the following persons affiliated with the Corporation asindividuals duly empowered to execute and deliver, for and on behalf of the Corporation,bids, quotations, purchase orders and other documents relating to the sale or proposedsale of products and services associated with the business of the Corporation, and(ii) authorize the following persons to designate, subject to such conditions, limitationsand restrictions as the Chairman of the Board and Chief Executive Officer of theCorporation may from time to time impose, other persons affiliated with the Corporationas individuals likewise duly empowered to execute and deliver, for and on behalf of theCorporation, bids, quotations, purchase orders and other documents as aforesaid.

Name Title

Fred J. Costello Vice President, Product ManagementMark C. Hanna Vice President, Government SalesPaul Kindzierski Vice President, GIS SalesRobert W. Laughlin Vice President, Commercial SalesDonald G. Macpherson Senior Vice President, Global Supply ChainEric Nowiin Vice President, GIS Customer ServiceDebra S. Oler Vice President, GIS Brand

This Certificate of Designation supersedes all prior Certificates of Designation pursuantto the above-mentioned resolutions relating to the sale or proposed sale of products andservices associated with the business of the Corporation.

Dated this / V . day of /-/Ao-c-f-f , 2011

Michael A. Puiick

'•!.F GAL-.WORD •' ORMS (."-C!Rp-jOv"CG- '

- 26 -

Tab 2

Questionnaire

Tab 2Evaluation Questionnaire

- 27 -

Tab 2 – Questionnaire

Please provide responses to the following questions that address your company’s operations,organization, structure and processes for providing products and services.

1. States CoveredBidder must indicate any and all states where products and services can be offered.Please indicate the price co-efficient for each state if it varies.

50 States & District of Columbia (Selecting this box is equal to checking all boxes below)

Alabama MontanaAlaska NebraskaArizona NevadaArkansas New HampshireCalifornia New JerseyColorado New MexicoConnecticut New YorkDelaware North CarolinaDistrict of Columbia North DakotaFlorida OhioGeorgia OklahomaHawaii OregonIdaho PennsylvaniaIllinois Rhode IslandIndiana South CarolinaIowa South DakotaKansas TennesseeKentucky TexasLouisiana UtahMaine VermontMaryland VirginiaMassachusetts WashingtonMichigan West VirginiaMississippi WisconsinMissouri Wyoming

All U.S. Territories & Outlying Areas (Selecting this box is equal to checking all boxes below)

American Samoa Northern Marina IslandsFederated States of Micronesia Puerto RicoGuam U.S. Virgin IslandsMidway Islands

2. Minority and Women Business Enterprise (MWBE) and (HUB) Participation

It is the policy of some entities participating in TCPN to involve minority and women businessenterprises and historically utilized businesses (HUB) in the purchase of goods and services.Respondents shall indicate below whether or not they are an M/WBE or HUB certified.

a. Minority/Women Business Enterprise


- 28 -

Respondent certifies that this firm is an M/WBE Yes No

b. Historically Underutilized Businesses

Respondent certifies that this firm is a HUB Yes No

3. Residency

Responding Company’s principal place of business is in the city of Lake Forest, State of Illinois.

4. Felony Conviction Notice

Please check applicable box:

A publicly held corporation; therefore, this reporting requirement is not applicable.

Is not owned or operated by anyone who has been convicted of a felony.

Is owned or operated by the following individual(s) who has/have been convicted of a felony.

• If the 3rd

box is checked, a detailed explanation of the names and convictions must be attached.

5. Processing Information

Company contact for:

Contract Management

Contact Person: Susan Heck

Title: Senior Government Sales Manager

Company: Grainger Industrial Supply, a division of W. W. Grainger, Inc.

Address: 7950 Research Boulevard, Suite 101

City: Austin State: Texas Zip: 78758-8425

Phone: 512.267.6304 Fax: 855.329.2839

Email: [email protected]

Billing & Reporting/Accounts Payable

Contact Person: Susan Heck (TCPN Lead Contact)

Title: Senior Government Sales Manager


Address: 7950 Research Boulevard, Suite 101

City: Austin State: Texas Zip: 78758-8425

Phone: 512.837.7440 Fax: 855.329.2839



- 29 -

Marketing

Contact Person: Chad Urban

Title: National Program Manager- Cooperative Contracts


Address: 1819 W. 16th

Street

City: Indianapolis State: Indiana Zip: 46202

Phone: 317-691-0998 Fax: 317-634-0713


6. Distribution Channel: Which best describes your company’s position in the distribution channel:

Manufacturer direct Certified education/government reseller

Authorized distributor Manufacturer marketing through reseller

Value-added reseller Other

7. Pricing Information

In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all futureproduct introductions at prices that are proportionate to Contract Pricing.

Yes No

(If answer is no, attach a statement detailing how pricing for TCPN participants would becalculated.)

Pricing submitted includes the required TCPN administrative fee. Yes No(Fee calculated based on invoice price to customer)

Additional discounts for purchase of a guaranteed quantity? Yes No

Additional volume discounts are available to government and commercial customers based onvolume guarantees.

8. Cooperatives

List any other cooperative or state contracts currently held or in the process of securing.

For those customers who meet the minimum purchase requirements to be eligible for a catalog-widediscount, Grainger’s ten percent (10%) discount from its catalog ‘each’ price is the primary catalogdiscount for such contracts.

Grainger has contracts with nearly all fifty states, and numerous political subdivisions in those statesas well as several contracts with the Federal Government and its military branches. In keeping withGrainger policy, all customers’ contracts are confidential unless other wise approved for disclosure bythat customer. Grainger will ask for permission to disclose the existence of its existing cooperativeagreements during negotiations provided disclosure can be limited solely to those at TCPN who areinvolved in this aspect of the bid. Additionally, if approved by the respective organizations, Graingerwill also disclose discounts, expiration dates and annual sales volume at that time.


- 30 -

Grainger has multiple cooperative contracts, each of which is targeted with pricing, terms andcondition and total offering in order to meet the needs of each individual cooperative and the needs ofits constituent members.

Cooperative/State Agency Discount Offered Expires Annual Sales Volume

- 31 -

Tab 3

Company Profile

Tab 3Company Profile

- 32 -

COMPANY PROFILE

Information About Your Company

Please provide the following:

1. Company’s official registered name.

Grainger Industrial Supply, a division of W.W. Grainger, Inc.

2. Brief history of your company, including the year it was established.

Founded in 1927 and incorporated in the State of Illinois in 1928, W.W. Grainger, Inc.(“Grainger”), with 2011 sales of $8.1 billion, is the leading North American provider ofmaintenance, repair, and operating (MRO) supplies, including Public Safety items, tobusinesses and institutions. Grainger is a publicly held Fortune 500 company with sharestraded on the New York and Chicago stock exchanges.

Grainger Industrial Supply, a division of W.W. Grainger, Inc., operates in all 50 states througha network of 360+ branches. These branches are located in close proximity to the majority ofU.S. businesses and serve the immediate needs of customers in their local market byallowing them to pick up items directly from the branches. The branch network hasapproximately 4,700 employees who primarily fulfill counter and will-call product purchasesand provide customer service. An average branch is 23,000 square feet, has 13 employeesand handles about 160 transactions per day. Branches range in size from small storefrontbranches to large master branches and can tailor their inventory to local TCPN locationpreferences and actual product demand. In-stock products can then be made available forimmediate pick-up, same-day shipment, or delivery.

Grainger’s branch network is supported by fourteen (14) distribution centers (DCs), includingour latest 800,000 square-foot distribution center in Patterson, CA, with another scheduled tobe built in Minooka, Illinois during 2012. This distribution network represents more than $1billion in available inventory. Automated equipment and processes in the larger DCs allowthem to handle most of the customer shipping and also replenish branch inventories. TheDCs, using automated equipment and processes, ship orders directly to customers forbranches located in their service areas. The typical distribution center houses more than100,000 of Grainger’s fastest selling items, contains more than 300,000 square feet andemploys state-of-the-art equipment and processes.

3. Company’s Dun & Bradstreet (D&B) number.

Grainger’s Dun & Bradstreet (D&B) number is 005-10-3494.

4. Corporate office location.

100 Grainger ParkwayLake Forest, Illinois 60045

5. List the total number of sales persons employed by your organization within theUnited States, broken down by market.


- 33 -

Grainger employs more than 2,700 local account managers and we maintain a staff of 400+sales personnel dedicated to Government Accounts. These Government Sales Directors,Government District Sales Managers, Government Account Managers, Territory SalesRepresentatives and support staff are strategically located across the United States. Byutilizing our Government Sales Team and our field sales force, Grainger has the ability andcapability to make face to face contact with all participating TCPN Member locations.

6. List the number and location of offices, or service centers for all states being bid insolicitation. Additionally, list the names of key contacts at each location with title,address, phone and e-mail address.

Grainger Industrial Supply maintains 360+ branches, located in all 50 states, supported by anetwork of fourteen (14) distribution centers, Including our latest 800,000 square-footdistribution center in Patterson, CA, with another scheduled to be built in Minooka, Illinoisduring 2012.

The table below details the number of branches and location of distribution centers by state:

Grainger Branches and Distribution Centers by State

StateNumber ofBranches

DistributionCenters (DC)

andMarket Distribution Centers

(Market DC)

Alabama 6

Alaska 1

Arizona 5

Arkansas 4

California35

Mira Loma (DC)Patterson (DC)

San Jose (Market DC)

Colorado 9 Denver (Market DC)

Connecticut 5

Delaware 1

District of Columbia 1

Florida 19 Jacksonville

Georgia 11

Hawaii 2

Idaho 1

Illinois 16 Chicago

Indiana 9

Iowa 4

Kansas 3

Louisiana 11


- 34 -


StateNumber ofBranches

DistributionCenters (DC)

andMarket Distribution Centers

(Market DC)

Maine 1

Maryland 6

Massachusetts 9

Michigan 15

Minnesota 4 Plymouth (Market DC)

Mississippi 1 Southaven

Missouri 8 Kansas City

Montana 1

Nebraska 2

Nevada 2

New Hampshire 1

New Jersey 10 Robbinsville

New Mexico 2

New York 16

North Carolina10

North Dakota 1

Ohio 15 Cleveland

Oklahoma 2

Oregon 2

Pennsylvania 17

Rhode Island 1

South Carolina 5 Greenville

South Dakota 1

Tennessee 6

Texas 38 Dallas

Utah 2

Vermont 1

Virginia 8

Washington 9 Seattle (Market DC)

West Virginia 4

Wisconsin 9

Wyoming 1

Please see Exhibit 1 for a more detailed listing of Grainger branches and distribution


- 35 -

centers, including addresses and facility contact information.

TCPN Members may also locate their closest Grainger branch online at Grainger.com:

Grainger.com Branch Locator

7. Please provide contact information for the person(s) who will be responsible for thefollowing areas, including resumes:

a. Sales

TCPN Senior National Government Sales Manager

Susan HeckSenior Sales Manager

20 years experience with Grainger

Senior Sales Manager – Public Sector

District Sales Manager - Government

Senior Government Sales Manager – Government Manager

Branch Manager

Account Manager

Branch Services

b. Sales Support

Directors

Andrew DarpinoDirector - Government SalesNortheast Region

15 years experience with Grainger - Combined Operations and Sales Experience

Director of Sales - Government

District Sales Manager – Government

District Sales Manager – Commercial

Nancy GunnDirector – Government SalesCentral Region


Director, Central Region – Government


- 36 -

Senior National Sales Manager – Navy and Marine Corps

Senior National Sales Manager – Bureau of Prisons, Federal Department ofTransportation, Department of Interior


Branch Manager

Account Manager

Mario MarinDirector - Government SalesWestern Region


Director of Sales – Government


Senior Government Sales Manager

David JoyceDirector – Government SalesSoutheast Region


Director of Government Inside Sales team - February 2007

District Sales Manager - 2004

Senior Government Sales Manager - 2001

National Account Manager - 1996

Local Account Manager – 1991

Successfully negotiated state and local contracts with the State of NY, City of NYand the Port Authority of NY/NJ

Mike DietzCustomer Lifecycle and Compliance Manager


Proposal creation support

Contract creation coordination

Legal review/input

Pricing Coordination

eCommerce


- 37 -

Product Management and/or vendors for cost support

Customer reporting support

Incentive Coordination

Contract compliance

On-Site Services

Implementation

Public Safety Senior National Government Sales Manager

Greg ReyburnPublic Safety Senior National Government Sales Manager


National Sales Manager Homeland Security

National Sales Manager Federal Healthcare

Sr. Government Sales Manager NYS contract

District Sales Manager New England/Upstate NY

c. Marketing

Ray Douglas

Director, Segment Marketing Strategy – Local Government, State, USPS, Military,FedCiv


Director, Segment Marketing Strategy – Local Government, State, USPS,Military, FedCiv

Director Marketing, Integrated Supply

Director, Services Deployment

Product Manager

National Account Manager

Account Manager

d. Financial Reporting

Ben KieferFinance Supervisor, Government Sales



- 38 -

Finance Supervisor, Government Sales

Senior Financial Analyst, Grainger Global Sourcing

Senior Financial Analyst, Pricing and Product Management

Financial Analyst, Corporate Accounts

Terri ZubaOperations Supervisor for Government and Healthcare


Sales Support Marketing Coordinator

Sales Support Corporate Coordinator

Proposal Specialist

Data Analyst

Distributor Alliance Supervisor

e. Executive Support

Director – Cooperatives and Healthcare GPOs

Mark SneadDirector – Cooperatives and Healthcare GPOs


5 years experience with Grainger in Sales Management

Worked closely with higher education institutions in the US to implementcomprehensive MRO contracts

Regional Sales Vice Presidents(RSVP)

Gerald FrankRegional Sales Vice PresidentCentral Region Government Sales


13 years as an RSVP

Combined Operations and Sales leadership experience

The last 7 years leading a Government Region both West and Central

Part of the leadership team that led the last NJPA bid.


- 39 -

Ben NicholsRegional Sales Vice PresidentFederal Government Sales


Regional Sales Vice President (2007 – present)

Director of Sales (2006 – 2007)

District Sales Manager (2005 – 2006)

Government Sales Manager (2000 – 2004)

Corporate Sales Manager (1999 – 2000)

Account Manager (1996 – 1999)

Andrew GuzzonRegional Sales Vice PresidentWestern Region Government Sales


Regional Sales Vice President - Government

Director of Sales - Government



Government Sales Manager

Michael DeeryRegional Sales Vice PresidentNortheast Region


Regional Sales Vice President - Government

Director of Corporate Accounts

Director of Customer Acquisitions

Mike MurphyRegional Sales Vice PresidentSoutheast Region


Vice President - Federal Government/Healthcare Sales

Director of Sales – Federal Government

Director of Sales – Government


- 40 -



Government Sales Manager

8. Define your standard terms of payment.

Grainger’s standard payment terms are net thirty (30) days from date of shipment or invoice.

9. Who is your competition in the marketplace?

Competitors

FastenalHome Depot SupplyMcMaster-CarrManhattan Supply Company (MSC) Industrial DirectGallsMunicipal Emergency Services (MES)Regional and local suppliers

10. Overall annual sales for last three (3) years;

2009 $6.2 billion

2010 $7.2 billion

2011 $8.1 billion

11. Overall public sector sales, excluding Federal Government, for last three (3) years;

2009* Approximately $ 1.17 billion

2010* Approximately $ 1.37 billion

2011* Approximately $1.25 billion

*Please note: Dollar amounts listed above include overall public sector sales, less salesfrom customers assigned to Grainger’s “government” segment. This segment includeslocal, state and federal government customers. Grainger does not report on FederalGovernment customer sales as a separate figure.

12. What is your strategy to increase market share?

Strategic Focus for 2012 and Beyond

Public Safety Initiative

Grainger is much more than a supplier offering a wide breadth of products and an extremely efficientdistribution system. Through the relationships Grainger has developed over the years with TCPN andTCPN Members, Grainger has demonstrated its value by providing unparalleled service and costsaving solutions for facilities maintenance products, including Public Safety items. Grainger isdedicated to understanding each Member’s specific needs, and working with our Public Safety


- 41 -

Catalog manufacturers and suppliers to assist each Member with achieving its goals.

Grainger is uniquely positioned to support TCPN’s Public Safety Members with the product breadthand depth necessary to support law enforcement agencies, fire departments, and emergency medicalservices needs for facility maintenance supplies, gear and equipment, and fleet vehicle maintenanceproduct.

Grainger has been selling facilities maintenance supplies and disaster response products to PublicSafety customers for decades. Based on customer demand, Grainger has rapidly expanded itsproduct offering over the past 24 months to include 20,000 new items that exclusively support thegear and equipment needs of police, fire fighters and EMTs including station supplies, facilitiesmaintenance, gear and equipment and fleet vehicle maintenance. This comprehensive product andservices portfolio helps TCPN Public Safety Members save both time and money.

Grainger has formed strategic relationships with key suppliers in the Public Safety market such as5.11 Tactical, Blackhawk!, MSA, Fire Dex, Bullard and Petzl in order to provide the best value for firstresponders. Grainger’s strong relationship with our Public Safety suppliers enables local GovernmentAccount Managers to work with supplier representatives at individual TCPN Member facilities.Specific Training Classes and Seminars details are presented in Tab 5, Products/Services under theheadings of both “Public Safety Training” and “Safety Training.” Please see Exhibit 7 for further detailregarding Grainger’s Safety Training.

Below is a sampling of Grainger’s Public Safety product offering. Grainger carries a wide range ofproducts that covers law enforcement, fire services, emergency medical services, disaster response,facility maintenance supplies (station supplies), and vehicle equipment. These top brands and strongsupplier relationships are designed to provide the right solution for TCPN Public Safety members.Grainger anticipates adding Public Safety products throughout the year to the online portfolio.

Sample of Grainger Public Safety Products and Suppliers

Product Categories Range of Products Brands

Apparel Uniforms, tactical: pants, shorts,shirts, polos, parkas, station wear,battle dress uniforms, t-shirts,socks, belts

5.11 Tactical, Blackhawk!, Propper,Horace Small, Danner

Law Enforcement Body Armor, ballistic helmets,tactical vests, holsters, duty gear,riot gear, forcible entry tools,thermal imager, handcuffs,evidence collection

Paraclete, Blackhawk!, MSA, FLIR,Damascus, SET Tools, Safariland

Fire Rescue Turnout gear, fire helmets, firehoods, suspenders, hoods, wildlandfire gear, hose, nozzles, foam,ventilation fans, ladders, tools

Fire Dex, Bullard, MSA, Cairns, ProWarrington, Hellfire, PGI, AmericanFirewear, Ranger, Morning Pride, ElkhartBrass, Kidde, ATI, Tempest, Ramfan,Werner, Stanley Proto, Makita, Craftsman

Medical Supplies Gloves, oxygen masks, dressingsand bandages, biohazardcontainment, immobilization, bloodpressure and oxygen monitoring

Mabis, Omron, North by Honeywell, 3M,Swift, Ferno, Bemis, CPR Life Mask,Micromask, First Aid Only, Medique,Microshield, Littman

Equipment Bags andCases

Hard Cases, Trauma Bags, MedicalBackpacks, Duffle Bags, Oxygen

Pelican, Pelican-Hardigg, Ferno, Fieldtex,Blackhawk, 5.11 Tactical, Ergodyne


- 42 -


Cylinder Bags

Footwear Fire boots, law enforcementfootwear, motorcycle boots, stationboots

5.11 Tactical, Blackhawk!, Danner,Cosmas, Thorogood, Fire Dex, Converse,Pro Warrington

Gloves Fire gloves, tactical gloves,disposable gloves, multi-purposegloves, extrication gloves

Damascus, Microflex, Ansell, Showa Best,Shelby, Fire Dex, Ringers, AmericanFirewear

Communication Ear muffs, hearing systems, two-way radios, portable radios,chargers/batteries, wireless voicealert systems

Motorola, Ritron, Otto, DFW, MSA, Peltor,Vertex Standard

Water Rescue Life Jackets and PFDs, immersionsurvival and rescue suits, waterrescue equipment, inflatable PFDrearming kits

Mustang Survival, Stearns, First Alert

Specialized Rescue Anchors, connectors, descenders,harnesses, helmets, lanyards, rope,air bags, rescue equipment

Petzl, Hurst Jaws of Life

Hazmat/DisasterResponse

Chemical suits, hazmat boots,disposable respirators, shelters,decon showers, generators,sorbents, spill control kits, gasmonitoring, tubes and detectionequipment, CO detectors,calibration products

DuPont, Kappler, DQE, FSI, Reeves,DRASH, 3M, Generac, Honda, Oil-Dri,Industrial Scientific, MSA, BioSystems

Flashlights & Spotlights Tactical flashlights, inspectionflashlights, military flashlights, rightangle flashlights, hazardouslocation flashlights, rechargeablelanterns, headlamps, remote arealights

Pelican, Streamlight, Suerfire, Mag-Lite,Petzl,

Knives & Multi-Tools Folding knives, fixed blade knives,utility knives, multi-tools, rescuetools & hooks

Leatherman, Benchmade, Sog, KleinTools

Air Systems &Respiratory

SCBA, supplier air respirators, full-facepiece respirators, CBRN full-face respirators, PAPRs

MSA, Scott Safety, 3M

Station Supplies Chemicals, equipment, floor care,furniture care, odor control, paperproducts, trash cans, safety cans,safety storage cabinets, drumhandling equipment

Georgia Pacific, GoJo, 3M, Diversey,Rubbermaid, Clorox, Colgate-Palmolive,All, Tough Guy, Eagle, Justrite, Onguard

Vehicle Supplier &Traffic Safety

Light bars, sirens, automotivechemicals, cleaning, diagnostic kit,electrical, exterior, interior, liftingtools, lubricants, maintenance tools,

Code 3, Federal Signal Baldwin, Grote,Grote, Bando, Turtle Wax, Exxonmobil,Firestone, Garmin, Graymills, KD Tools,Liquid Wrench, Zep, Cortina, Cyalume


- 43 -


paint, traffic vests, safety cones,barricade tape, light sticks

Office Supplies

(consumables)

Binders, calendars, planners, pens,paper, clipboards, clips/clamps,bulletin boards, envelopes, ink

Sharpie, Rite in the Rain, Brady, BIC,Post-It, Scotch, HP

Personnel Supplies

(consumables)

Water/Drinks, Soap, Towels,Sheets

Gatorade, Dial, R&R Comfort, Squincher,Igloo, Solo

Fire Protection Fire Extinguishers, smoke & COalarms, fire alarm control panels

Brady, Edwards Signaling, Kidde

Please see the following Exhibits for further information:

Exhibit 2 – 511 Tactical

Exhibit 3 – Blackhawk! ATK Tactical Systems

Exhibit 4 - Grainger Fire and Fire Fighting Products

Exhibit 5 – Grainger Law Enforcement Products

Further details regarding Grainger’s Public Safety products are available online at:

http://www.grainger.com/Grainger/static/rc_public-safety.html

Additional Goals for 2012

Help customers manage Public Safety inventory

Make it even easier for customers to do business with Grainger,anywhere at any time

Add locally relevant products to drive growth

Expand the capacity of the global logistics network globally

Continue to extend Grainger’s reach in targeted international markets

Leverage Grainger’s systems and scale to better service customers and improvecost; and

Continue to foster a culture of continuous improvement across the business

13. What differentiates your company from competitors?

Grainger is set apart by its wide range of product categories to meet all of TCPNMembers’ Public Safety needs, quick and efficient distribution capabilities through itsnational distribution network of more than 360 branches, located in all 50 states, andfourteen distribution centers. Grainger utilizes an electronic communications networkwhich links together the national branches and regional distribution centers across thecountry. This results in almost instantaneous transmittal of product inventory andshipment information which can be accessed by any branch with an overnight radius of aMembers’ location. If this inventory is insufficient to fill the order, Grainger’s branchnetwork also has access to the national inventory records for the product at each branch


- 44 -

and distribution center across the nation.

This total asset visibility permits the representative to draw material from across theGrainger system to immediately satisfy the material needs of the customer. Standard stockproduct can be stored at the local branch, based on customer needs, on a case-by-casebasis.

Listed below are some of the differentiators which comprise Grainger’s competitiveadvantage:

Ease of Doing Business

Multiple Channel Approach - Between our branches, call centers, distribution centers and Web

sites, TCPN Members can do business with Grainger in whatever way is most convenient.Grainger accepts orders through the following channels:

In person product selection assistance and order placement on campus

Counter Calls at a local Grainger branch

Telephone calls

Faxes

Mail

EDI

Grainger.com

eProcurement

Consistent pricing across multiple ordering channels

Integrated order management system

Breadth of Product

Grainger’s General Catalog carries nearly 306,000+ total products, including 20,000+ PublicSafety items, from more than 2,000 manufacturers and suppliers; Grainger.com offerscustomers more than 600,000 products in the following categories:

Adhesives, Sealants

Automotive

Cleaning

Electrical

Fasteners

Fleet/Vehicle Maintenance

Hand Tools

Hardware

HVACR

Hydraulics

Lighting


- 45 -

Lubrication

Machining

Material Handling

Motors

Office Equipment

Outdoor Equipment

Painting

Plumbing

Pneumatics

Power Tools

Power Transmission

Public Safety

Pumps

Safety

Security

Test Instruments

Welding

Inventory

Grainger's standard operations consist of methods to make inventory available to customers ona just-in-time basis. Through Grainger's logistic network, we carry more than $1 billion ininventory. Each branch carries on average $1 million in inventory within 23,000 square feet.

Branches

Our customers rely on Grainger for solutions to their immediate and unpredictable needs. Theway we effectively serve many customers is by keeping what they want nearby. Grainger'sIndustrial Supply division operates 360+ branches, strategically located in all 50 states, to bewithin 20 minutes of the majority of U.S. businesses and serve the immediate needs of theirlocal market. Each branch tailors its inventory to local customer preferences and actual productdemand. Products are available for immediate pick-up, same-day shipment, or delivery.

Size of Sales Force

In addition to the 2,700+ local account managers employed by Grainger, we maintain a staff of400+ sales personnel dedicated to Government Accounts. These Government SalesDirectors, Government District Sales Managers, Government Account Managers, TerritorySales Representatives and support staff are strategically located across the United States. Byutilizing our Government Sales Team and our field sales force, Grainger has the ability andcapability to make face to face contact with all participating TCPN Member locations.

eCommerce


- 46 -

By offering access to products through a variety of electronic channels, Grainger can offer customersfast and easy access to facilities maintenance products:

Grainger.com – Grainger.com

Grainger.com provides on-line ordering capabilities and product search capabilities withfull access to branch inventory and services, including but not limited to:

TCPN Member-Specific Contract Pricing

Order Tracking

Product Availability

Order History

Electronic data interchange (EDI) – Through EDI transactions Grainger can receiveorders, send order acknowledgements, create invoices and receive payments fromcustomers.

Electronic marketplaces – Grainger connects to customers through electronicmarketplaces, exchanges or enterprise purchasing software systems using universaltechnology standards.

Direct connections to customers’ Enterprise Resource Planning (ERP) systemsGrainger offers the ability to integrate its catalog and buying process with customers’purchasing and ERP systems.

Grainger has a dedicated team of eCommerce developers who have extensive experience withhundreds of B2B eCommerce connections. We work closely with our customers to establishthe data requirements for XML transactions to be shared between the customer and Grainger,and implement the application code within our applications that is needed to ensure data flowscorrectly from the Punchout request to the purchase order, acknowledgement, packing slip /shipping label, and invoice.

Grainger provides a customer acceptance testing region where code can be deployed andtested in near production-quality environment, including a 99.9% availability SLA for the testenvironment during business hours.

Technical Implementation Department

Grainger’s Technical Implementation Department consists of:

eCommerce Consulting Services Team – 24 consultants performing baselinereviews which include eBusiness platforms and financial baselines; with 15+ yearsof experience.

eCommerce Operations Team - 22 member team; with 15+ years eCommerceexperience.

Enterprise Systems Architecture Team - 15 member team; with 15+ yearseCommerce experience.

Enterprise Systems Business Systems Team - 25 member team; 15+ yearseCommerce experience.


- 47 -

Overall, Grainger is well positioned to support today's e-commerce market and to continue to be aninnovator in the MRO and Public Safety market servicing the Higher Education Institutions. With its e-commerce capabilities and its distribution support, Grainger's customers can choose to call, fax, walk-in,EDI order over the Internet through grainger.com, or order through procurement solutions such asSciQuest, Oracle and Ariba, among others, and be confident they are receiving the customer serviceGrainger has built its business on for more than 80 years.

Technical Support and Training

Technical and product support and training will be offered on an as needed basis at no charge to TCPNMembers. Grainger provides direct technical support from knowledgeable field personnel andmanufacturers' field representatives. In Grainger’s key supplier programs, manufacturers’ dedicated fieldresources work solely with Grainger's field representatives. Grainger also has an in-house TechnicalProduct Support Department that is the source for answers to product related questions. TCPN Memberswill have easy access to this service during Grainger’s standard business hours by contacting their localGrainger branch and letting the Customer Service Associate know they require technical support.

General Training – Grainger offers training at no charge to TCPN Members, including but not limited to:

Grainger.com

Green Products

Safety Products

General Catalog products

Emergency

After Hour 24/7 Emergency Service

Grainger’s after hours emergency service provides product fulfillment after standard Grainger branchbusiness hours through a toll-free number (1-800-CALL-WWG). Calls are routed to the Grainger CallCenter in Waterloo, Iowa. A Call Center employee then contacts a local Grainger branch employee, viapager, and relays the customer information. Grainger’s branch employees are committed to contactingthe customer within 60 minutes of the initial customer call to make arrangements to meet the customer atthe local Grainger branch to fulfill the emergency order.

a. Grainger’s customary $50 emergency fee is waived for TCPN Members.

b. 94% of emergency calls are generally serviced in 60 minutes or less.

c. 24-hour service and additional personnel are provided during major emergenciesto take orders and assist customers.

Emergency Response & RecoveryDuring and after an emergency, Grainger provides special services to our customers and theircommunities:

Extended hours and personnelDuring major emergencies, Grainger branches stay open 24 hours (unless curfews are imposed by localauthorities). Additional personnel are brought in to take orders, assist customers at the counter, and loadtrucks. Our Call Centers are able to accept phone orders 24 hours a day.


- 48 -

Emergency support teamsWhen an emergency unfolds, we have a plan in place that quickly mobilizes internal and externalresources to assist troubled communities.

Essential product availabilityWithin hours of an emergency, trailers containing critical products are dispatched to support the reliefeffort. Contingency plans with our suppliers allow us to provide additional equipment quickly.

Information regarding these Emergency Services and Emergency Preparedness is also available online atGrainger.com.

14. Describe your firm’s capabilities and functionality of your on-line catalog/orderingwebsite.

Grainger.com (Features and Capabilities)

Grainger.com allows on-line ordering and full access to branch inventory and services, includingPublic Safety items. Grainger.com provides TCPN with a selection of public safety equipment,apparel and supplies from the name brands you know and trust. From turnout gear to body armor,Grainger offers the latest in police, fire, rescue equipment and emergency medical gear. Graingerhas developed a Public Safety landing page for Public Safety customers on Grainger.com, which canbe accessed via the following link:

www.grainger.com/publicsafety

The Public Safety landing page features new products and solutions to assist Public Safetycustomers find and select the relevant gear and equipment necessary to do their job. The landingpage also serves as a tool to promote new suppliers/products, webinars, upcoming events and newcontracts for the Public Safety segment. Furthermore, it contains links to Grainger’s Public SafetyFacebook and Twitter pages which are both averaging 1,000 new followers per month.

Some of the additional benefits that Grainger.com provides are:

Ordering 24 hours per day – Online customers can send orders any time. This allows for quick andeasy ordering when convenient for TCPN Members at each of its locations. Grainger.com providesonline ordering capabilities and product search capabilities with full access to branch inventory andservices. Below are some of the key features and functionality on Grainger.com:

Customer-Specific Pricing – TCPN Members purchasers who log on to Grainger.comwith their Grainger-assigned account number will see their contract pricing

Item Details – Product information and facts on each product's Item Details page

Real Time Availability - Real Time Product Availability (RTA) provides estimated shiparrival time (based on UPS ground shipping) for an item as well as pickup availability fromone of our branch locations.

Item and Order History – View a list of list of past orders and items

Order Status – Check orders online

Product Comparison – Save time selecting products by comparing up to eight productsand their attributes on one page

Personal Lists – Create online lists of items you order frequently


- 49 -

Product Selection Guides – Help identify the exact product you need

Order Management System – TCPN Members purchasers are able to control andmanage their workflow at Grainger.com, using Grainger Procurement Solutions (GPS),including an online Order Management System

Reporting – “Download Order History” is a new and valuable feature that gives TCPNMembers purchasers the ability to download and analyze their purchasing history, bettermanage and track purchasing trends. When downloading order history, you may choosefrom multiple options, including text and XML format.

Search – Find products by keyword(s), Grainger item number, manufacturer/brand,manufacturer model number, National Stock Number (NSN), cross-reference number,Supplier Diversity products, categories or product index.

Custom Products – TCPN Members purchasers can now customize certain products withtheir unique size, configuration and message

Will Call – Order online, pick up at your local branch

Green Product (Product Compliance and Restrictions) - Grainger’s online GreenResource Center guides TCPN Members purchasers to Green products in multiple certifiedand non-certified categories. Products appearing online at Grainger.com are marked withthe relevant certification symbol for easy identification as Green, Hazardous, regulatedunder California Proposition 65 and Country of Origin.

Supplier Diversity – Grainger.com offers easy access to a wide range of quality productsfrom small, disabled, minority and women-owned businesses that participate in Grainger'sSupplier Diversity Program. This will help TCPN Members purchasers meet theirSBE/MBE/WBE goals. Simply click on the Supplier Diversity Search button to view a list ofSupplier Diversity Products - Grainger Supplier Diversity.

Country of Origin Information – Identification of Country of Origin products for purposesof complying with certain regulations such as the Trade Agreement Act.

Help – TCPN Members purchasers have access to the Grainger.com Customer Care teamtoll free, 24/7, at 888-361-8649, or may visit Grainger’s online Help section at:

http://Grainger.com/Grainger/static/help.html

To get the feel for Grainger’s online experience, you can view all online features at:

http://Grainger.com/Grainger/static/rc_webtools.html

Internal Teams

For the past 15 years, Grainger has worked with and developed the following internal teams to providesuperior service and content and/or Punch-Out solutions to support customers:

Electronic Commerce Consulting Services

Grainger’s experienced and seasoned team of 24 consultants is ready to perform baseline reviews ofTCPN Member eBusiness platforms. Grainger Consultants work with our sales team to identify andprioritize eBusiness customer electronic connection opportunities based on customer requirements andtimelines. Electronic Commerce Consulting Services Team members perform a technical assessment toensure how Grainger can connect with the customer’s software platform and integrate systems.Technology standards are developed while ensuring business requirements are addressed and met.Consulting Managers also assist in user training to offer a collaborative and customized approach to thechange management component of the system upgrade and while adoption is in progress.


- 50 -

eCommerce Operations

The eCommerce Operations Team Members include Business-to-Business (B2B) ImplementationManagers, eServices Specialists, System Analysts and a fully staffed Customer Care Team. TheeCommerce Operations Team manages customer projects from inception to implementation by creating athorough project plan that includes gathering data requirements, establishing connectivity, customertesting and post production reviews. Grainger’s seasoned team ensures that a customer’s integrationgoes according to project plan. With more than 60,000 accounts on integrated platforms, Grainger knowshow to get customers connected.

Enterprise Systems Business Systems

This team is responsible for (i) planning, analysis, and development of new software functionality for theGrainger.com and eProcurement Sites; (ii) automated and manual testing of all releases to production;(iii) advanced support for customer issues experienced on Grainger.com; and (iv) operational dutiesaround continued support and functionality on the sites.

Overall, Grainger is well positioned to support today's e-commerce market and to continue to be aninnovator in the MRO and Public Safety market. With its e-commerce capabilities and its distributionsupport, customers may choose to call, fax, walk-in, order over the Internet through Grainger.com, placean EDI order or order through a procurement solution such as Ariba, SAP, SciQuest or Oracle and beconfident they are receiving the customer service Grainger has built its business on for 85 years.

Customer Specific Catalogs

Grainger provides customized catalogs to our customers, both in an online format (e.g., punch-out) and/orin a static format (e.g., CIF, Access, tab-delimited, etc), which contain products selected by the customeras well as customer specific prices. Currently, we provide punch-out to thousands of customers and acustom static catalog to nearly 200 customers. Grainger updates online catalogs nightly and staticcatalogs three times annually. We can provide downloadable catalogs in a variety of file formats, subjectto the execution of a Data License Agreement.

Supported eProcurement Transactions

eProcurement, the computer-to-computer exchange of documents such as purchase orders, invoices andpayments, eliminates many of the manual steps involved in processing transactions, increases dataaccuracy, and enhances cycle times. The following are transaction sets supported by Grainger'seBusiness department:

Invoice - 810 ANSIx12, cXML , xCBL

Payment (CTX Format ONLY) - 820 ANSIx12

Remittance Advice - 824 ANSIx12

Purchase Order - 850 ANSIx12, cXML, xCBL

Purchase Order Acknowledgement - 855 ANSIx12, cXML, xCBL

Ship/Bill Notice - 857 ANSIx12

Functional Acknowledgement - 997 ANSIx12

Grainger can currently support up to an ANSI X12 version 5010.Grainger can currently support most versions of cXML.Grainger supports xCBL 3.5 version.


- 51 -

15. Describe your company’s Customer Service Department (hours of operation, number ofservice centers, etc.)

Overview

At each of Grainger’s more than 360 branches, trained Customer Service Associates (CSAs)assist customers in identifying and filling their product needs. These services are available from 8am to 5 pm Monday – Friday. Account Managers are assigned to work closely with specificcustomers to identify product and service needs. These needs are varied but include identificationof product alternatives for cost savings, product standardization, vendor consolidation, and theexploration of cost savings opportunities through energy and lighting audits. In addition, Graingersupports its customers with assistance in product application and selection as well as producttraining.

Account ManagementDedicated Sales Staff

Grainger has a dedicated focus for all of its Government, Commercial and Institutional customers.These internal cross-functional teams support our customers around the country.

In addition to the 2,700+ Government, Commercial and Institutional local Account Managers,Account Relationship Managers and Territory Sales Representatives employed by Grainger, wemaintain a support staff of approximately 400 employees dedicated to Government Accounts.These Commercial and Government Sales Directors, District Sales Managers, local AccountManagers, Account Relationship Managers, and branch support staff are strategically locatedacross the United States. By utilizing our national Sales Team, Grainger has the ability andcapability to make face to face contact with all participating TCPN Member locations.

All Account Managers and Account Relationship Managers have voice mail, e-mail and mobilephones. In the event they cannot be reached, a local Branch Manager and branch staff will befamiliar with your Members’ account so that they may be of assistance. If a situation arisesoutside of normal business hours, TCPN Members will have access to the Grainger emergencyline, 1-800-CALL-WWG. This line is answered live 24/7 and a local branch person will be pagedto take care of your immediate need. Grainger will waive its customary $50 emergency feefor TCPN Members.


Grainger’s after hours emergency service provides product fulfillment after standard Graingerbranch business hours through a toll-free number (1-800-CALL-WWG). Calls are routed to theGrainger Call Center in Waterloo, Iowa. A Call Center employee then contacts a local Graingerbranch employee, via pager, and relays the customer information. Grainger’s branch employeesare committed to contacting the customer within 60 minutes of the initial customer call to makearrangements to meet the customer at the local Grainger branch to fulfill the emergency order.

d. Grainger’s customary $50 emergency fee will be waived for TCPN Members.

e. 94% of emergency calls are generally serviced in 60 minutes or less.

f. 24-hour service and additional personnel are provided during major emergenciesto take orders and assist customers.


- 52 -

16. Provide information regarding if your firm, either presently or in the past, has been involvedin any litigation, bankruptcy, or reorganization.

W.W. Grainger, Inc. is a publicly held company with over 18,000 employees, 360+locations, involved in international operations, and is party to thousands of contracts andother relationships. Accordingly, it is involved, from time to time, in various lawsuits, someof which are subject to product liability insurance coverage. While Grainger cannot provideyou with all of the specific information you request with respect to each lawsuit, Graingercan state that, to the best of its knowledge and belief, without conducting exhaustiveinvestigations or inquiries, there are no lawsuits that, if unfavorably concluded against thiscompany would have a material adverse impact on its financial condition or ability to dobusiness.

Marketing / Sales

17. Detail how your organization plans to market this contract within the first 90 days of the awarddate. This should include, but not be limited to:

a. A co-branded press release within first 30 days

Grainger will work with TCPN to ensure a co-branded press release is issued withinthe first 30 days post award. Grainger anticipates a three step process:

1) TCPN creates initial draft

2) Grainger supplements with additional verbiage

3) TCPN issues mutually agreed upon final press release draft

b. Announcement of award through any applicable social media sites

Grainger will announce the award on our FaceBook and Twitter pages.

c. Direct mail campaigns

Please see “Direct Marketing” section below.

d. Co-branded collateral pieces

Grainger will work with TCPN to create co-branded collateral marketing pieces uponaward.

e. Advertisement of contract in regional or national publications

Grainger will place advertisements in regional and/or national trade publications toannounce the award.

f. Participation in trade shows

Please see “Trade Shows” section below.

g. Dedicated TCPN internet web-based homepage with:

i. TCPN Logoii. Link to TCPN website

iii. Summary of contract and services offered

iv. Due Diligence Documents including; copy of solicitation, copy of contract andany amendments, marketing materials

Please see “Web-Based Marketing” section below.


- 53 -

Grainger will provide the following marketing initiatives upon an awarded TCPN contract:

Direct Marketing

The TCPN Vendor Contract and related benefits may be promoted to all current and potentialMembers through Grainger’s direct mail program. This program has been successfully utilized inthe past to communicate contract benefits to Grainger customers. Together, we can build uponthis success and drive contract awareness deeper into our respective customer bases. Inaddition, this communication program may be extended to include other topics of interest.Communications may include specific products, services, and solutions of interest to our targetaudience.

Web-Based Marketing

Grainger’s world class Web site, www.grainger.com, is a proven, effective and efficient marketingtool.

Grainger will maintain a landing page dedicated to serving TCPN under the TCPN contract. Thisdedicated landing page is aimed at encouraging and facilitating high usage of the TCPN contractand includes, but is not limited to, the following features:

Products

Contract prices

Technical specifications

Quoting capability

24/7 online ordering, shipment, tracking and payment

Facilitation of the Membership participation process

This contract will be made available to all Members of TCPN

Grainger will extend the TCPN Contract to a TCPN Member upon the completionof the Membership Participation Form.

No minimum order limits

E-mail Marketing

Grainger’s e-mail marketing has demonstrated significant success in alerting our customersinstantly of contract updates, new product alerts, and other information of interest. This methodof communication allows our customers to make more informed buying decisions quicker.

Grainger also develops and distributes electronic newsletters. These newsletters containarticles and other information of interest to customers. A TCPN-specific electronic newsletterwill be developed to further promote the value of both organizations.

Trade Shows

Grainger will continue to participate in Vendor Fairs and/or product shows at Member locations.In addition, Grainger will work with TCPN Members to conduct periodic Sustainability RoadShows to assist Members with sustainability initiatives including, but not limited to, the followingtopics:


- 54 -

Law Enforcement

Fire Fighting

Emergency Medical Services

Emergency Preparedness

Grainger Government Segment Business Team

Lee Cox - VP, Public Sector Segment

Ray Douglas - Director, Segment Strategy & Marketing

Tony Cassano - Manager, Segment Marketing

Drew Fichter - Manager, Segment Strategy

Gabrielle Horton - Manager, Product Strategy

Michael Gooding - Manager, Distributor Alliance

TCPN Members will often be eligible to purchase from multiple Government agreements thatGrainger holds with other cooperatives and government entities. Determination of whicheligible agreement is utilized will be solely the decision of the TCPN Member. In any event,TCPN Members may not participate in more than one Grainger agreement at any given time.

Grainger would like to continue to utilize the mutually agreed upon sign-up/enrollmentprocess developed by the parties under the previous contract. This process assists Graingerand TCPN in managing accurate customer contract pricing and proper calculation of theadministrative fee. We believe this is a benefit to all parties. All new customers must sign upprior to receiving pricing or being counted in the administrative fee so that Grainger canensure pricing and fee tracking is accurate.

18. Describe how your company will demonstrate the benefits of this contract to eligible entities ifawarded.

Grainger maintains a team of Implementation Project Managers to develop, facilitate, andexecute new contract implementations. The goal of this team is to engage Grainger internaland external resources to ensure speed-to-cost savings for our customers by utilizingscalable processes. Grainger’s Implementation team works in conjunction with Graingersales and customer service teams, and the customer, to execute the implementation plansthat meet or exceed our mutual objectives.

The implementation plan may include the following steps:

Joint Planning Session

Define national strategy and plan activities

Identify resources needed

Create project plan with timeline

Contract Announcement / Communication

Endorsement letter

Grainger contract summary on benefits of agreement


- 55 -

National Launch

Kick-off call / Webinar with Grainger sales representatives, key customer contacts

Communicate action plan and expectations

Customer Site Engagement

Schedule introductory meeting to review contract benefits

Complete site assessments to determine needs

Create local action plans to drive desired results

Implement Solutions

Engage local resources as needed (internal and external)

Analyze assessment results and recommendations

Complete action plan activities

Monitoring

Monthly follow up calls with Grainger sales representatives

Barrier resolution

Report out on progress / successes

Realize Savings / Next Steps

Document cost savings

Conduct business reviews

Determine next phase activities

Grainger’s goals are to create the best possible customer experience, drive adoptionat all targeted locations, and meet or exceed cost savings objectives.

19. Explain how your company plans to market this agreement to existing governmentcustomers.

Public Safety customers that are seeking a Cooperative Contract for them to utilize will beadvised of the TCPN Public Safety Contract and the affiliation process.

Grainger will utilize both our internal and external resources, and partner with TCPN toaccomplish the following:

Deploy Grainger’s 90-day implementation plan, including co-branded marketingpieces

Engage National Public Safety Program Managers for training and inclusion

Grainger will train its internal sales force

Conduct conference calls with Grainger team

Conduct conference calls with TCPN Members facility champions

Conduct implementation workshop at TCPN Member sites

Assign workshop objectives and timelines unique to each TCPN Member location

Conduct site assessments

Establish team barrier removal process

Identify functional process


- 56 -

Engage Grainger cross-referencing team at TCPN Member sites

Grainger cross-referencing builds reports of SKU level data

Deliver data back to each TCPN Member

20. Provide a detailed 90-day plan describing how the contract will be implemented within yourfirm.

Grainger has a proven track record for successfully implementing 300+ formalimplementations including TCPN, which meet the needs of both our customers and ourcontract partners. Immediately upon contract award, Grainger will meet with TCPN to build ona 30-60-90 day plan that will meet the objectives of all parties involved.

Please note: All existing TCPN Grainger customers will be extended the new Civil Servant &Public Safety Supplies, Materials & Accessories contract. They will have the ability to “OptOut” through Grainger’s implementation process.

21. Describe how you intend on train your national sales force on the TCPN agreement.

Initial site visits will occur and may include your Senior Government Sales Manager, SusanHeck, local Account Managers and local Grainger Branch Managers and branch personnel toreview contract benefits as well as to present the overall implementation strategy. Thissession will put in place a detailed plan including time lines, roles and responsibilities, andaction steps to meet TCPN’s expectations.

Through webinars, e-mails, conference calls and face-to-face meetings, the following may beinvolved in the training and monitoring of this contract:

PlanningSession

ProjectLaunch

ImplementPlan

ImplementSolutions Transition

• Define ProjectStrategy

• Plan Activities

• DetermineResource

Requirements

• Kickoff Call

• Review Planw/Teams

• Site Workshops

•Develop LocalPlan

• CompleteAssessments

• Schedule On-SiteResources

• Present &Review Findings

• ImplementFindings

• Follow-up OnPlan

• ConductBusiness Review

• Document CostSavings

• DSM ContinuesGo-Forward Plan

On-going Project Monitoring

Implementation ProcessMilestones & Timeline


- 57 -

Implementation Project manager

Directors

Senior Government Sales Managers/Government Sales managers

Public safety national public safety program managers

Government Sales Force

Branch Services

22. Acknowledge that your organization agrees to provide its company logo(s) to TCPN andagrees to provide permission for reproduction of such logo in marketing communications andpromotions.

Grainger agrees to provide its company logo(s) to TCPN and agrees to providepermission for reproduction of such logo in marketing communications and promotionsprovided TCPN will utilize any copyright or intellectual property protectionnotices as requested by Vendor in use of Vendor's name and logo.

Please note: Grainger can lose the copyright protection of its marks if they are notproperly identified.

23. Provide the revenue that your organization anticipates each year for the first three (3) yearsof this agreement.

$ 1.5 million in year one

$ 2.7 million in year two

$ 4.5 million in year three

Administration

24. Describe your company’s implementation and success with existing cooperativepurchasing programs, if any, and provide the cooperative’s name(s), contact person(s)and contact information as reference(s).

Grainger has a proven track record for successfully implementing 300+ formalimplementations including TCPN, which meet the needs of both our customers and ourcontract partners. Immediately upon contract award, Grainger will meet with TCPN tobuild on a 30-60-90 day plan that will meet the objectives of all parties involved.

25. Describe the capacity of your company to report monthly sales through this agreement.

Standard Reports

Grainger is capable of offering a wide range of reports. Examples of currently availablereports:

Green Product Purchases

Cost Savings Analysis

Item Purchase History (by both sales dollar and item quantity)

Procurement Tendencies

Grainger.com Sales


- 58 -

Key Supplier

Product Line Distribution

Supplier Diversity

Purchases by Account Number

Customer Focused Quality Report Card

The Customer Focused Quality Report Card is a detailed breakdown of the followinginformation:

a. Delivery method

b. Order completeness

c. Credit memos

d. Service level

e. Number of orders

f. Number of lines

g. Order type (ship, will call /counter)

h. Total purchase dollars

i. Average order dollars

j. Average number of lines per order

k. Split shipments

Please note that Grainger will submit the reports within forty-five (45) days of the previousmonth or quarter in order that there is adequate time to compile the information correctly.

26. Describe the capacity of your company to provide management reports, i.e. consolidatedbilling by location, time and attendance reports, etc. for each eligible agency

Summary Billing

Grainger’s summary billing is an invoicing system that helps customers simplify theirprocurement process while reducing internal costs. Grainger can provide a single billcontaining a periodic summary of purchasing activity (monthly, semi-monthly, or weekly). Byreceiving a summary bill rather than individual invoices for each transaction, TCPN Memberswill have fewer pages to approve and fewer checks to write. This reduction in procurementprocess steps will save TCPN Members both time and money.

If TCPN Members meets the requirements for Grainger's Summary Billing program andchooses to participate in this cost savings program, TCPN Members will choose:

1. Manner in which bill is sorted

2. Cycle ending day

Summary billing sorts and subtotals individual invoices over a specified time frame. TCPNMembers may select from more than twenty sorting options.

Each month, TCPN Members will receive a bill approximately one week after the selectedcycle-end date.


- 59 -

Benefits of Summary Billing

Overall processing time is reduced by spending less time reviewing individual invoices andapproving them for payment. Time is also saved by eliminating the process of matchingspecific invoices against internal documents.

Summary billing simplifies the way in which you manage your purchases of Public Safetyproducts. Bills also give you the ability to track purchases you make under a blanketpurchase agreement.

Savings are realized by issuing a single check for multiple invoices, as opposed to one checkfor each invoice.

Requirements of Summary Billing

Each customer account or location must generate a minimum of fifteen to twenty transactionsper billing period to remain on the Summary Billing program.

Payment in full is required for each summary bill. In the event payment in full is not receivedon the due date of the summary bill, the TCPN Member will no longer be eligible toparticipate in the summary billing program.

27. Please provide any suggested improvements and alternatives for doing business with yourcompany that will make this arrangement more cost effective for your company andParticipating Public Agencies.

Many forces, including technology, globalization and competition, are forcing Grainger’scustomers to do more with less. Businesses like Grainger are being held accountable notonly for industry-leading customer service, but also for positively influencing localcommunities and upholding high standards of ethics and governance.

Public Sector customers today are working with fewer suppliers and accelerating electronicpurchasing, a trend that is driving the consolidation of the highly fragmented MRO (includingPublic Safety items) industry. Leading electronic purchasing is consolidation. Grainger helpscustomers save time and money by providing them the right products to keep their facilitiesup and running.

A cost effective solution for TCPN Members is more inventory, faster. In 2011, Graingeropened a new 820,000 square-foot distribution center in Patterson, CA to improve service onthe West Coast of the US. Progress continues on our Minooka, IL. distribution center outsideof Chicago with plans to begin transitioning to this building in 2012.

With 1.6 million customers in the US, 400,000 products, 105,000 transactions per day, and360+ branches, high-capacity, high-performing information systems are critical to ourbusiness. While each customer has a unique facility to operate and a different problem tosolve, our customers all share the same requirement: when they need one of Grainger'sproducts, they often need it right away.

Our eCommerce channel grew at twice the rate of the US business. To make our customers’experience on Grainger.com® even better and to anticipate future online purchasing trends,we made significant investments in our eCommerce platform. We added more product searchfeatures and a more personalized online experience with Click-to-Call and Click-to-Chat.We understand the convenience and the benefit customers find in being able to work with usin person, over the phone or online. With more than 18,000 team members around the globe,the Grainger team works closely with customers to better understand their challenges and


- 60 -

provide cost-saving solutions. By helping customers reduce complexity cost, we will remain apartner they can rely on to help their organizations succeed.

Green Initiatives

We're committed to helping to build a cleaner future!

According to the U.S. Census Bureau, the world population is expanding at a mind-boggling rate.The world reached 1 billion people in 1800; 2 billion by 1922; and over 6 billion by 2000. It isestimated that the population will swell to over 9 billion by 2050. That means that if the world’snatural resources were evenly distributed, people in 2050 will only have 25% of the resources percapita that people in 1950 had.

The world has a fixed amount of natural resources - some of which are already depleted. So aspopulation growth greatly strains our finite resources, there are fewer resources available. If weintend to leave our children and grandchildren with the same standard of living we have enjoyed,we must preserve the foundation of that standard of living. We save for college educations,orthodontia, and weddings, but what about saving clean air, water, fuel sources and soil for futuregenerations?

As our business grows, we want to make sure we minimize our impact on the Earth's climate. Sowe’re taking every step we can to implement innovative and responsible environmental practicesthroughout TCPN to reduce our carbon footprint, reduce waste, promote energy conservation, andensure efficient computing and much more. To that effort, we ask respondents to provide theircompanies environmental policy and/or green initiative.

Green Products

The green leaf symbol in the Grainger General Catalog and online at www.grainger.com helpGrainger’s customers identify environmentally preferable products (EPP) that will help them meettheir sustainability objectives. A “green” filter has been added to Grainger.com that allowscustomers to search and view all EPP available products.

Products identified with the green leaf are classified into two categories:

Certified Products

Many products meet "green" standards established by a recognized organization such asEnergy Star, Green Seal, Ecologo, just to name a few. These organizations specialize insetting standards and evaluating performance for products that offer customers anenvironmentally preferable solution.

Non-Certified Products

These products have environmentally preferable attributes and, in some cases, are incategories where standards have not yet been established. Non-certified products,designated by Grainger suppliers, include products that reduce energy (e.g. motionsensors), have low/no VOCs that meet SCAQMD standards and recycled content productsthat meet or exceed EPA standards.

Underwriters Lab-Environmental (UL-Environmental)

Grainger has partnered with Underwriters Lab-Environmental (UL-Environmental) to ensure thatour labeling of EPP products is clear, transparent and void of “Greenwashing”, a practice in whichproduct labels mislead customers regarding the item’s environmental benefits. Grainger willcontinue to use UL-Environmental expertise and maintain a rigorous methodology for adding new


- 61 -

“green” products to our catalog.

In addition to our product offering, under the contract, Grainger will provide significant added-valueat no cost to help TCPN Members to operate in a more sustainable manner:

Green Reporting – Accountability and compliance can be significant barriers toimplementing a sustainability initiative. To help, Grainger has the ability to review pastpurchases made by TCPN Members to assist in determining what products purchased canbe categorized as “green.” Using historical data, Grainger will assist TCPN Members insetting and measuring progress towards EPP goals.

Green Cross Referencing Services – To assist in meeting EPP goals, Grainger will cross-reference historical purchases, as well as those made through other vendors, to locategreener product alternatives at no additional costs to TCPN Members.

Supplier Assessments – Several of Grainger’s supplier partners offer more than 20assessment services at no additional cost; from power quality audits to green cleaningtraining to waste reduction services. These services will be coordinated locally throughGrainger Sales Representatives.

Sustainability Consulting – Through our own experiences with sustainability, Graingerhas developed a high level of expertise in sustainable operations. Grainger’s ConsultingServices division, at no cost, works with customers to identify areas of opportunity focusedaround four key environmental savings categories: Energy, Water, Waste and Air.

Sustainability

Stewardship for the environment and managing our business processes and facilities consistentwith sustainable practices is a key priority for Grainger. Our Web site, Grainger.com/sustainability,provides the detail on how we are meeting our commitments along with our policies. For ease ofreference, we provide some examples of how we have and are addressing and meeting ourcommitments below.

LEED Certification

It is clear that LEED initiatives have found support and a following in both the public and privatesectors. 45 states, 14 federal agencies or departments, and numerous counties and municipalitieshave embraced LEED initiatives (source: USGBC.org). Grainger is determined to set a new MROstandard for sustainable, environmentally safe operations. From adopting Leadership in Energy andEnvironmental Design (LEED) standards for new branch construction, to participating in numerousrecycling programs, to working with the U.S. Green Building Council, the company is helping topreserve the natural resources within the communities where it does business. Grainger is the firstindustrial distributor to have LEED certified facilities. Grainger currently operates over 3.5 millionsquare feet of LEED certified space. LEED certified facilities are not only more environmentallyresponsible, but also reduce energy costs by 30%, water usage by 35 to 50%, and overall waste byas much as 90%.

Most recently, Grainger added two new distribution centers in Minooka, IL and Patterson, CA. Bothlocations are LEED certified, achieving LEED-Commercial (CI) Platinum and LEED-NewConstruction (NC) Gold respectively. With the additions of the two distribution centers, Graingernow operates 14 LEED certified facilities. The Minooka facility is the largest LEED CI Platinumfacility in the world and features sustainable technologies including a solar wall panel.


- 62 -

SmartWaySM

Transport Partner

Another significant step towards operating a more sustainable organization occurred in August2009 when Grainger became the first and only major industrial distributor to be recognized as anEPA SmartWay

SMTransport Partner.

Grainger has joined an elite group of only 170 corporations to receive this recognition, and is theonly major Maintenance, Repair, and Operating supplies distributor among them. Not only canGrainger deliver to the majority of our customers next day, we're doing it through a partnership withour SmartWay

SMcertified carriers, actively reducing carbon emissions with every mile.

The EPA's voluntary SmartWaySM

program includes carriers, shippers, logistics companies, andtruck stops that are committed to reducing transportation-related emissions to improve air quality forthe future. Since launching in 2004, SmartWay

SMpartners have saved nearly 1.5 billion gallons of

diesel fuel and prevented the formation of 14.7 million metric tons of carbon dioxide (CO2) andother emissions that contribute to climate change. By continuing to examine Grainger's freightoperations, as well as working with carriers who are SmartWay

SMcertified, Grainger will continue to

experience even leaner distribution and reduce its carbon footprint.

Additional Initiatives

Over the past 4 years, Grainger has completed over 50 lighting retrofits in its ownfacilities that have resulted in an average energy and cost reduction of 15%.

In 2011, Grainger Distribution Centers recycled an average of 236 tons of cardboard,and 16 tons of plastic wrap for a total diversion rate of 72% across the DC network.

In 2011, Grainger and Alliance Energy Solutions (AES) saved customers 94.679 millionkilowatt hours and $11.2 million on electric bills.

Grainger partners with Call2Recycle by providing rechargeable battery drop-offs at all ofour branch locations. Since 2007, Grainger customers have recycled over 63 tons ofrechargeable batteries, equivalent to keep 13 schools buses out of landfills.

100% of Grainger electronic equipment waste is either remarketed or recycled and keptout of landfills.

Since 2010, 100% of Grainger’s catalogs have been printed on paper certified by theForest Stewardship Council (FSC). By using FSC certified paper, Grainger supportsenvironmentally appropriate forest management and ensures that the harvest of timber andnon-timber products maintains the forest's biodiversity, productivity, and ecologicalprocesses.

The ENERGY STAR products that Grainger sold in 2009 will save 110 million kWh ofelectricity a year, 2 million therms of natural gas a year and 1,700 gallons of heatingoil annually. That means that 201 million pounds of CO2 pollution will be avoided—that isequivalent to taking 17,000 cars off the road for a year. Grainger’s customers will also save$15.4 million annually on their utility bills.

In 2010, Grainger transitioned our monthly employee newsletter online. This changesaves approximately one million sheets of paper and diverts five tons of paper out of alandfill each year. The change is also equivalent to preserving 120 trees and pulling 3.6mid-sized cars off the road annually.

Recent recognition by the USDOE as a Lighting Facts partner. This recognition wasawarded to companies who, in the words of the DOE, “have gone above and beyond tointegrate Lighting Facts into their everyday business practices, demonstrating their ongoing


- 63 -

commitment to the program and to product evaluation.” For more information, please clickon this link:

http://www.lightingfacts.com/default.aspx?cp=content/recognition

In October 2010, Grainger was presented with the Illinois Governor’s SustainabilityAward. The Illinois Sustainable Technology Center (ISTC), in cooperation with the Officeof the Governor, has honored organizations for their efforts in sustainability and pollutionprevention since 1987. Grainger was recognized for its’ commitment to sustainabilityin our home State of Illinois.

Grainger is committed to ensuring that green labeling meets current and developingstandards in the industry. Grainger has commissioned Underwriters Lab-Environmental (UL-Environmental) to assist us in ensuring that any green claims in ourcatalogs meet the current standards.

In 2009, Grainger established its first annual Green Supplier of the Year award. Thisaward was designed to recognize and reinforce commitment from suppliers to providenew, greener products to our customers. By establishing this award, Grainger suppliersreceived a clear message that Grainger, and our customers, are committed toimplementing green solutions.

Vendor Certifications (if applicable) Not applicable

Provide a copy of all current licenses, registrations and certifications issued by federal, state andlocal agencies, and any other licenses, registrations or certifications from any other governmentalentity with jurisdiction, allowing respondent to perform the covered services including, but notlimited to licenses, registrations or certifications. Certifications can include applicable M/WBE,HUB, and manufacturer certifications for sales and service.

- 64 -

Tab 4

Evaluation Criteria Questionnaire

Tab 4Evaluation Criteria Questionnaire

- 65 -

Evaluation Questionnaire

Products/Pricing (40 Points)

1. Are all products and services being proposed listed under TAB 5 on a corresponding electronic device?Yes No

Due to the over 600,000 products being offered to support the categories below, Grainger would liketo offer the products via the hard copies as well as online at www.grainger.com:

Law Enforcement

Fire Services

Emergency Medical Services

Disaster Response & Rescue Services

Training Equipment

Miscellaneous Supplies, Equipment & Accessories in Support of Public Safety

2. Is there a price list for all available products and services on a corresponding electronic device?

a) Market Basket is being provided electronically. Yes No

b) Grainger General Catalog and secondary discounts Yes No

Upon request, Grainger will create a temporary account number (90 days) and distribute it to TCPN to viewpricing online at Grainger.com upon login using the temporary account number.

3. Did you provide the warranty information that is offered by your company as per TAB 7? Yes No

Warranty

ALL PRODUCTS SOLD ARE WARRANTED BY GRAINGER ONLY TO CUSTOMERS FORRESALE, OR FOR USE IN BUSINESS, OR ORIGINAL EQUIPMENT MANUFACTURE,AGAINST DEFECTS IN WORKMANSHIP OR MATERIALS UNDER NORMAL USE FORONE YEAR AFTER DATE OF PURCHASE FROM GRAINGER. ANY PRODUCTDETERMINED BY GRAINGER TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIPAND RETURNED TO A GRAINGER BRANCH OR AUTHORIZED SERVICE LOCATION, ASGRAINGER DESIGNATES, SHIPPING COSTS PREPAID, WILL BE, AS THE EXCLUSIVEREMEDY, REPAIRED OR REPLACED, OR AT GRAINGER'S OPTION, THE PURCHASEPRICE REFUNDED.

WARRANTY DISCLAIMER. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS ORIMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENTABOVE IS MADE OR AUTHORIZED BY GRAINGER. GRAINGER DISCLAIMS ANYLIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE,IMPROPER PRODUCT SELECTION OR MISAPPLICATION, AND ANY DESCRIPTIONDOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS AREMERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.


- 66 -

LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL,SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES IS EXPRESSLY DISCLAIMED.GRAINGER'S LIABILITY IN ALL EVENTS IS LIMITED TO, AND SHALL NOT EXCEED THEPURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.

Manufacturers’ Warranty.

For information on manufacturers’ warranties, please contact your local branch or contactCustomer Care at 1-888-361-8649.

Prompt Disposition.

Grainger will make a good faith effort for prompt correction or other adjustment with respect toany product, which proves to be defective within warranty period. Before returning any product,write or call the Grainger branch from which the product was purchased, or contact CustomerCare at 1-888-361-8649, giving date and number of original invoice, and describing defect.

Product Suitability.

Many states and localities have codes and regulations governing sales, construction,installation, and/or use of products for certain purposes, which may vary from those inneighboring areas. While Grainger attempts to assure that its products comply with suchcodes, it cannot guarantee compliance, and cannot be responsible for how the product isinstalled or used. Before purchase and use of a product, please review the product application,and national and local codes and regulations, to be sure that the product, installation, and usewill comply with them.

No Warranties to Consumers.

Grainger makes no warranties to those defined as consumers in the Magnuson-MossWarranty-Federal Trade Commission Improvement Act.

Product Information

OSHA Hazardous Substance.

Material Safety Data Sheets (MSDS) for OSHA defined hazardous substances are preparedand supplied by manufacturers. The information and recommendations contained on theMSDS are believed by Grainger to be accurate. Grainger, however, makes no warranties withrespect to the accuracy of the information or the suitability of the recommendations. Customeris solely responsible for any reliance on or use of any information, and for use or application ofany product. Grainger disclaims any and all liability to any user.

California Proposition 65.

The State of California requires that certain warnings be given concerning products subject toProposition 65. For products denoted with a or symbol the following warnings apply:

Warning: This product contains a product known to the State of California to cause cancer.Warning: This product contains a chemical known to the State of California to cause birth defect or

other reproductive harm.

MSDS and a list of Proposition 65 products are available at your local Grainger branch, bycontacting Grainger, Dept. B2.K05, 100 Grainger Parkway, Lake Forest, IL 60045-5201 U.S.A,or by calling 1-847-535-1313.


- 67 -

Important Notice to Federal Customers Re: Country of Origin.

While all products listed on GSA Advantage!® meet the requirements of the Trade AgreementsAct, as implemented by FAR Part 25, other products may not meet these requirements.Grainger will advise customers properly identifying themselves as Authorized SchedulePurchasers at the time of purchase whether an item is “TAA-compliant”. Customers seeking topurchase non-TAA items will be given the opportunity to purchase an alternative item, or topurchase the non-TAA item through an “open market” purchase instead of through theschedule. Federal customers are advised the open market purchases are NOT GSA Schedulepurchases. By purchasing any item on the open market, customer represents that it hasauthority to make such purchase and has complied with all applicable procurement regulations.

Electronic and Photographic Cleaning Fluids Customers.

It is a violation of federal law to sell, distribute, or offer to sell or distribute anychlorofluorocarbon or aerosol hydrochlorofluorocarbon containing cleaning fluid for electronicand photographic equipment to anyone who is not a commercial user of this product. Thepenalty for violating this prohibition can be up to $25,000 per sale. Individuals purchasing suchproducts must present proof of their commercial status in accordance with 40 CFR 82.68(a) or(c).

A “Commercial User,” as defined in the regulation, means a person that uses the product in thepurchaser’s business, or sells it to another person and has one of the following identificationnumbers: Federal employer identification number; State sales tax exemption number; Localbusiness license number; Government contract number.

Refrigerant Customers.

Effective November 14, 1994, in accordance with the Federal Clean Air Act, sale of Class 1(CFC) and Class 2 (HCFC) refrigerant will be restricted to resale purchases and/or to certifiedprofessional service technicians. To purchase regulated refrigerant products, all customersmust present a certification card or sign a statement of resale to complete the purchase.

TripleGuard Warranty

Grainger offers customers the opportunity to purchase a TripleGuard Warranty on selecteditems designated with the Grainger TripleGuard icon checkmark in Grainger's GeneralCatalog. The TripleGuard Warranty adds two full years of protection after the manufacturer'swarranty expires, with no lapse in coverage. Typically, the extended Warranty is less thanthe cost of one average, and often unexpected, repair.

INCLUDEPICTURE"../../../../Local%20Settings/Temporary%20Internet%20Files/Content.Outlook/Drafts/BD21318_" \*

MERGEFORMAT

Non-General Catalog (Sourced Product) Warranty

GRAINGER’S STANDARD WARRANTY DOES NOT APPLY TO SOURCED ITEMS:GRAINGER, TO THE FULLEST EXTENT PERMITTED, PASSES THROUGH TOCUSTOMER ANY AND ALL MANUFACTURER AND SUPPLIER PRODUCT WARRANTIES.

Warranty Disclaimer:

GRAINGER’S WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY APPLY TO SOURCEDPRODUCTS. GRAINGER, TO THE FULLEST EXTENT PERMITTED, PASSES THROUGH TO


- 68 -

CUSTOMER ANY AND ALL MANUFACTURER AND SUPPLIER PRODUCT WARRANTIES.

GRAINGER SHALL HAVE NO LIABILITY FOR, AND EXPRESSLY DISCLAIMS ANY WARRANTYOR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THISAGREEMENT, INCLUDING, WITHOUT LIMITATION(I) THE IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (II) ANY WARRANTY ORAFFIRMATION OF FACT RELATED TO MISUSE, IMPROPER SELECTION,RECOMMENDATION, OR MISAPPLICATION OF ANY PRODUCT; AND (III) ANY WARRANTYOR AFFIRMATION OF FACT THAT THE CATALOGS, LITERATURE AND WEBSITES ITPROVIDES ACCURATELY ILLUSTRATE AND DESCRIBE PRODUCTS.

4. Will customers be able to verify they received the contract price? Yes No

Please explain how they would verify the contract price.

Grainger.com

TCPN Members may check the General Catalog “each” price” for any Grainger item online atwww.grainger.com. Note: Viewing Grainger.com without signing in allows Members to see GeneralCatalog “each” price. TCPN contract price is available online when the TCPN Member logs ontoGrainger.com using the Grainger-assigned account number.

Reporting

Quarterly reports will be furnished, upon request, comparing the General Catalog “each” price versusthe contract price paid for actual sales orders.

5. What payment methods do you accept?

A. Grainger.com Payment Methods

Open account

Credit card (VISA, MasterCard or American Express)

B. Branch or Phone Orders Payment Methods

Open account

Credit card (VISA, MasterCard, American Express)

Business Check

Cash (will call pickup only)

Performance Capability (30 Points)

1. Did you indicate which states you can deliver to under TAB 2, Question 1? Yes No

2. What is the capability of your company to respond to emergency orders?

Please explain what actions you would take.


Grainger’s after hours emergency service provides product fulfillment after standard Grainger branchbusiness hours through a toll-free number (1-800-CALL-WWG). Calls are routed to the Grainger CallCenter in Waterloo, Iowa. A Call Center employee then contacts a local Grainger branch employee,via pager, and relays the customer information. Grainger’s branch employees are committed tocontacting the customer within 60 minutes of the initial customer call to make arrangements to meetthe customer at the local Grainger branch to fulfill the emergency order.


- 69 -

g. Grainger’s customary $50 emergency fee is waived for TCPN Members.

h. 94% of emergency calls are generally serviced in 60 minutes or less.

i. 24-hour service and additional personnel are provided during major emergenciesto take orders and assist customers.

Emergency Response & Recovery

During and after an emergency, Grainger provides special services to our customers and theircommunities:

Extended hours and personnelDuring major emergencies, Grainger branches stay open 24 hours (unless curfews are imposed bylocal authorities). Additional personnel are brought in to take orders, assist customers at the counter,and load trucks. Our Call Centers are able to accept phone orders 24 hours a day.

Emergency support teamsWhen an emergency unfolds, we have a plan in place that quickly mobilizes internal and externalresources to assist troubled communities.

Essential product availabilityWithin hours of an emergency, trailers containing critical products are dispatched to support the reliefeffort. Contingency plans with our suppliers allow us to provide additional equipment quickly.

Information regarding these Emergency Services and Emergency Preparedness is also availableonline at Grainger.com.

Additional Information – Emergency Value Advantage

Grainger’s Emergency Value Advantage

What makes Grainger the right choice during an emergency?

Technology to keep branches operational

Supply Chain and local product availability

Facility redundancy for redirecting operations

24 X 7 Emergency Line / Emergency Hours

National Emergency Response Team

How Grainger Helps Our Customers

Grainger has invested in a variety of systems, processes, and people to better help our customers intimes of need.

An integrated nationwide logistics network enables Grainger to redirect criticalproducts when and where needed. Contingency plans with our suppliers give usprompt access to additional equipment when necessary.

In emergencies, Grainger mobilizes Emergency Support Teams to provide aid whereneeded, supporting the branches serving the effected customers.


- 70 -

Grainger has a unique relationship with local, regional and national authorities towork with them in times of disaster to facilitate their response and recovery efforts.

Grainger has thousands of products to related to all hazards and each of the phases:planning, protection, response, and recovery.

How Grainger Is Prepared

Being prepared for an emergency is good business practice and Grainger has taken steps to assure thatwe have back up systems to prevent interruptions in service during emergencies.

Our Rapid Deployment Kit enables any of our 360+ branches impacted by disastersto quickly resume network communications with the corporate computer system.

Our Crisis Management Team ensures the safety of Grainger employees andfacilities and our readiness prior to events. Post event, this team conductsassessments to assure the operational integrity of our facilities.

Volunteering: The Partnership

Given Grainger’s extensive product mix, distribution capabilities, and culture of service, the companyis a natural leader in disaster preparedness and response, mobilizing employees and essentialproducts in times of emergency throughout the company’s U.S. branch network. Since 2001, thecompany has built a strategic partnership with the American Red Cross. Grainger is the NationalFounding Sponsor of the American Red Cross Ready When the TimeComes (RWTC) Program. This unique partnership between Grainger and the country’s premierdisaster relief organization, the American Red Cross, ensures large groups of local, trainedvolunteers are ready to respond to a disaster.

RWTC trains corporate employees and their family members as volunteers to help support localdisaster relief efforts. In addition to staffing call centers, assisting with mass care sheltering andfeeding operations, and conducting damage assessment, volunteers may be called upon to trainother corporate volunteer groups in disaster relief, provide public relations and media assistance orother support activities.

Ready When the Time Comes programs are operational in Chicago, IL; Denver, CO; Tampa,Jacksonville, West Palm Beach, and Broward County, FL; Houston and Dallas, TX; Baltimore, MD;San Francisco, San Diego, Long Beach and Orange County, CA.; St. Louis and Kansas City, MO;Mobile, AL; Baton Rouge, LA; New York, NY; Greenville, S.C.; Cincinnati and Columbus, OH; andWashington, D.C.

“During and after disasters, our customers count on us forbatteries, flashlights, generators, safety equipment and more.Stricken neighbors also count on us … for the hot meal, placeto rest and compassionate support that our Ready When theTime Comes volunteers generously provide.”

James T. RyanChairman, President and

Chief Executive Officer, Grainger


- 71 -

Upon request, Grainger will host a Disaster Response Summit, in conjunction with Grainger’sEmergency Preparedness and Safety suppliers. The purpose of this Disaster Response Summit willbe to promote and improve TCPN procurement professional emergency preparedness planning,emergency response actions and emergency operations managements by leveraging the nationalexperience and capabilities of W.W. Grainger.

3. Please provide your company’s average fill rate over the last three fiscal years.

1) 99.93%* 2) 99.93%* 3) 99.93%*

*Percentages based on all shipping data for Grainger distribution centers(DCs) and Market Distribution Centers (MDCs) for 2009, 2010 and 2011.

4. Please provide your company’s average on time delivery rate over the last fiscal year.

Through Grainger’s Distribution Center and Market Distribution Center distribution network, 98% of in-stock orders received by 4 pm local time are received by our customers the following business day.

5. Does your company agree to the following statement on shipping charges “All deliveries shall befreight prepaid, F. O.B. destination and shall be included in all pricing offered unless otherwise clearly

stated in writing.” ? Yes* No

If not please explain.

*Grainger offers TCPN Members pre-paid freight on all standard ground shipments. Title transfers tothe TCPN Member at time of delivery, FOB Destination. Other terms apply to Alaska, Hawaii, exportorders, and for orders placed for Sourced Products. Any extra charges incurred for additionalservices, such as expedited delivery, carrier or special handling by the carrier, must be paid by theTCPN Member.

6. What is your company’s return and restocking policy? Are there any applicable fees?Please provide a brief description and example.

Returns for Grainger products must be made within one (1) year from the date of purchase, unlessotherwise indicated. Returned product must be in original packaging, unused, undamaged and insaleable condition. Proof of purchase is required. Grainger will either replace the product or issue acredit for the purchase price. Returns of non-General Catalog items may be subject to a restockingcharge (credited for less than full purchase price) up to 35% of the sale price.

7. What is your company’s history of meeting shipping and delivery timelines?

Through Grainger’s Distribution Center and Market Distribution Center distribution network, 98% of in-stock orders received by 4 pm local time are received by our customers the following business day.

8. Will your company be able to meet the one year warranty guarantee as stated on page 14 under

pricing? Yes No

If not, please explain.

9. Did you explain your company’s policy on customer service issues as per TAB 3, Question 15?


- 72 -

Yes No

10. What is your company’s current invoicing process?

Grainger invoices upon shipment of product.

11. Did you indicate how your company will implement the contract as per TAB 3, Question 20, and is itappropriate? Yes No

12. Did you provide your Dun & Bradstreet number? Yes; Grainger’s Dun & Bradstreet number is 005-10-3494

13. Did you provide information on your website and on-line ordering capacities as per TAB 3, Question14? Yes No


- 73 -

Qualification and Experience (20 points)

1. What is your company’s reputation in the marketplace?

Grainger’s reputation is based on a long history of product availability, prompt delivery and easyaccess to an extensive breadth of quality MRO and Public Safety products. Our experienced andknowledgeable employees add to this reputation with quality customer service nationwide every day.Seen as a leader in the industry, Grainger strives to continuously improve through innovativeeCommerce initiatives, Managed Inventory Solutions and, first and foremost, customer feedback.

Grainger Industry Awards and Recognitions

2011

Grainger Recognized for Outstanding Partnership with 2010 Supplier PerformanceAward and Corporate Business Achievement Award by United States Postal Service(March)

Grainger’s innovative applications recognized in 2011 Navigator Awards, by EndecaTechnologies, Inc., a search and business intelligence company. (March)

World's Most Admired Company, Diversified Wholesalers - Fortune (March)

Grainger named to 2011 Todays Facility Manager Readers' Choice Awards (February)

Grainger named to the 2011 FORTUNE 100 Best Companies to Work For® list(January 2011)

Grainger Investor Relations Team, 2011 All-America Team, Top 3 IR Companies,Capital Goods-Industrials/ Business, Education & Professional Services sector,Institutional Investor's

2010

Illinois Governor's Sustainability Award (November 2010)

Ranked No.15 on the Most Admired Companies for HR - Human Resource ExecutiveMagazine

Ranked No.6 among large companies on the Chicago Tribune's Top Workplaces2010 list

Named one of the Best Places to Work in Information Technology - Computerworld

No. 1, America's Most Admired Company, Diversified Wholesalers - Fortune (March2010)

2009

100 Best Places to Work in IT - ComputerWorld Magazine

No. 2, World’s Most Admired Companies, Diversified Wholesalers - Fortune

United States Postal Service Supplier Performance Award

United States Postal Service Council Excellence Award

Boeing Silver Star Supplier of the Year Award

No. 4, Industrial Distribution Big 50


- 74 -

2. What is the reputation of your products and/or services in the marketplace?

Grainger’s reputation is based on a long history of product availability, prompt delivery and easyaccess to an extensive breadth of quality MRO and Public Safety products. Our experienced andknowledgeable employees add to this reputation with quality customer service nationwide every day.Seen as a leader in the industry, Grainger strives to continuously improve through innovativeeCommerce initiatives, Managed Inventory Solutions and, first and foremost, customer feedback.

Products

Grainger only sells quality products from manufacturers and suppliers who are market leaders onquality and innovation in their respective markets.

The same holds true for Grainger private labeled products.

Certifications and Awards

Over the years, Grainger has built a solid reputation on our ability to deliver quality products quickly,accurately, and conveniently. As a result, we've earned the trust of some of the most respectedcorporations and institutions in the country. As a tangible expression of that trust, Grainger hasreceived awards and certifications from:

W.W. Grainger, Inc.

Customer Certifications & Awards

Company Name Location Award

State of Nevada Reno, NV Top Supplier

United States Postal Service (USPS) 2010 Supplier Performance Award

United States Postal Service (USPS) 2009 Supplier Performance Award

United States Postal Service (USPS 2008 Postal Supplier Council Excellence Award

United States Postal Service (USPS 2008 Supplier Performance Award

United States Postal Service (USPS) 2006 Supplier of the Year



General Services Administration (GSA) 2003 Directors Award

University of Texas Houston, TX Approved Supplier

Yale University New Haven, CT Valued Supplier

Abbott Laboratories Chicago, IL Preferred Supplier

Advanced Circuits Minneapolis, MN Key Supplier Award

Air Products Wichita, KS Certified Supplier

Alaska Pacific Seattle, WA Top Supplier

Boeing Chicago, IL Silver Supplier

Brooks Instruments Statesboro, GA Superior Supplier

Campbell Soup Toledo, OH & Chicago, IL Select Supplier

Cargill Minneapolis, MN Select Supplier

Central Ohio Transit Authority Columbus, OH Service Excellence

Citgo Petroleum New Orleans, LA Qualified Supplier

Coburn Optical Tulsa, OK Qualified Supplier

Eaton Corporation Saginaw, MI Blue Ribbon Supplier

Electronic Assembly Corp. Neenah, WI Preferred Supplier

Defense Logistics Agency Richmond, VA Quality Vendor


- 75 -

W.W. Grainger, Inc.

Customer Certifications & Awards

Company Name Location Award

Ford Motor Co. Detroit, MI Q101W

General Motors Pontiac, MI Quality, Service, Price & Technology

Hussman Corporation Seattle, WA Number 1 Supplier

Integrated Power Corp. Baltimore, MD 100%-Approved Supplier

Linn Scientific Seattle, WA Top Supplier

Motorola Phoenix, AZ Preferred Vendor

Northrop Corporation Los Angeles, CA Preferred Vendor

Ortho Diagnostic Systems S. Plainfield, NJ Award of Excellence

Owens Corning Augusta, GA Approved Supplier

Panoran Southland Savannah, GA Approved Supplier

Paramax (A Unisys Co.) McLean, VA 100%-Valued Supplier

Peacock Equipment Seattle, WA Top Supplier

Rogers Corporation Phoenix, AZ Preferred Vendor

Space Sata Phoenix, AZ Preferred Vendor

Sysco Houston, TX 2006 Supplier of the Year

Tyson Foods Roanoke, VA Approved Supplier

U.S. Steel Corporation Gary, IN Qualified Supplier

Wheelabrator Eng Systems Minneapolis, MN Certified Supplier

Although Grainger is honored to be recognized by our customers, we don't rest on our laurels. Thesearch for quality is an ongoing process, as we continually look for new and still more efficient waysto give our customers the very best service.

3. Does your company have past experience with TCPN and/or TCPN members? If so, please list themand their contact information (Up to five). Yes

Austin Community College – (512.223.1084)

City of Austin – (512.974.4131)

Houston ISD - (713.675.2544)

Scottsdale Unified Schools – (480.484.6125)

Fort Worth ISD – (817.521.1165)

4. Did you list your key employees and their qualifications as per TAB 3, Question 6? Yes No

5. Did you provide the locations and sales persons who will work on the contract as per TAB 3, Question

6 & 7? Yes No

6. What past experience does your company have working in the government sector?

Grainger has worked with the General Services Administration (GSA), other cooperative contracts,local and state government contracts. Grainger’s commitment to working with government entities isdemonstrated through our Government sales staff which is dedicated and aligned to the governmentsector.


- 76 -

7. Did you provide information on working with cooperative purchasing programs as per Tab 3,Question 24? Yes No

8. Did you provide information on any litigation, bankruptcy, reorganization, etc. as per TAB 3, Question16? Yes No

9. Did you submit at least 10 customer references relating to the products and services within this RFP,with an equal representation coming from K12, Higher Education and City/County/non-profits entitiesas per TAB 6? Yes No

Value Add (10 Points)

1. Did you submit a marketing plan as per Tab 3, Question 17? Yes No

2. Did you provide a national sales training plan as per Tab 3, Question 21? Yes No

- 77 -

Tab 5

Product / Services

Tab 5Products / Services

- 78 -

PRODUCT / SERVICES

Vendor(s) shall, at the request of any member institution, perform and provide these productsand/or covered services under the terms of this agreement. The vendor shall assist the end userwith making a determination of their individual needs, as stated below.

The following is a list of suggested (but not limited to) categories. TCPN may awardmultiple contracts based on awarding all or parts of the stated items.

> Law Enforcement

> Fire Services

> Emergency Medical Services

> Disaster Response & Rescue Services

> Training Equipment

> Miscellaneous Supplies, Equipment & Accessories in Support of Public Safety

Due to declining budgets, many Public Safety customers are being forced to do more withless and they need every fire fighter, police officer, and EMT providing critical support byprotecting and serving their communities. Grainger’s depth and breadth of facilitymaintenance supplies, gear and equipment and fleet maintenance products allows TCPNPublic Safety Members to consolidate their purchases with a single source. Additionally, byleveraging the strength of a competitively bid contract, they can reduce, and in some cases,eliminate the time consuming and costly bid process. This can result in Public Safetycustomers spending less time sifting through catalogs and more time training and protectingthe public. In addition to being a single source for products, Grainger provides a suite ofinventory management solutions under the name “KeepStock.” KeepStock solutions arebeing implemented in Public Safety customers’ facilities throughout the United States, helpingthem reduce overall costs, more effectively manage inventory, and increasing the productivityof their personnel.

Forming the foundation of Grainger’s Public Safety offer is the products from our over 2,500manufacturers and suppliers who provide quality products to help our Public Safetycustomers. As a distributor, Grainger relies on its manufacturers and suppliers to provide uswith high quality finished goods. Therefore, Grainger’s manufacturer and supplier selectionand evaluation process is critical to Grainger’s success. Grainger is focused on ensuring thatwe have the best offer for our Public Safety customers and has a dedicated veteran ProductManager, responsible for selecting and evaluating the highest quality Public Safety suppliersand communicating Grainger’s expectations to them. Grainger evaluates its Public Safetymanufacturers and suppliers using a quantitative-based performance Scorecard whichcompares the entire General Catalog supplier population and also provides direction on highimpact improvement opportunities.

Additionally, Grainger has a separate Public Safety product catalog (available online and inhard copy) and eight regional Government Program Managers who are responsible forsupporting Public Safety throughout the country. Please see Exhibit 6 for an electronic copyof Grainger’s Public Safety catalog. Please note: In the spirit of sustainability, Grainger isprinting the cover page only of this 380+ page catalog for our hard copy submission.


- 79 -

General Catalog

Grainger’s General Catalog and Grainger.com offering represent more than 600,000 productsfrom more than 2,500 suppliers and manufacturers. Some of Grainger's most popularsuppliers are G.E. Lighting, DeWalt Tools, Stanley Proto Tools, Milwaukee Tools, De VilbissGenerators, Campbell Hausfeld Compressors, and US Electric Motors.

Grainger’s product offering encompasses the following commodities:

Commodity

Material Handling and Storage

Fasteners

Safety & Security

Cleaning & Maintenance

Pumps/Plumbing

Lighting

Electrical

Ventilation

Hand Tools

Fluid Power

HACR

Metal Working & Supplies

Power Tools

Motors

Power Transmission

Public Safety Training

Flir

Flir will coordinate Lunch and Learns with distributors for 50-60 participants to review the benefitsand features of the cameras. The Lunch and Learns include a training presentation given by thesupplier and a demonstration session so the participants can try out the cameras.

Elkhart

Elkhart is committed to supporting its products, customers and the larger firefighting community inthe field. Specific end user training requires a strong understanding of the audience needs and istherefore almost always tailored to each opportunity.


- 80 -

Mustang

Mustang Survival has a team of three field business development managers attending shows,events and training events. A typical Mustang seminar is an arranged event with multipledepartments (typically 5 fire or LE departments) coming together at one location for a hands-onuse and demonstration of the product. A pool is rented at a hotel or trainees meet at a rivers edgeto allow all attendees the opportunity to use the product in the water.

Blackhawk

Training and Seminars can be scheduled dependent on the schedule of Blackhawk’s fieldrepresentatives. When possible, Blackhawk asks events to be scheduled for departments of 50+officers, or the combining of several smaller departments. Blackhawks’s YouTube Channelhttp://www.youtube.com/bpggear is available to all and explains some of their more popularproducts, including instructional videos.

FireDex

FireDex’s NFPA 1851 Instructional Training will help your organization comply with therequirements of the NFPA 1851 Standard on Selection, Care, and Maintenance of ProtectiveEnsembles for Structural and Proximity Fire Fighting. This in-house training is designed to bringfirefighting professionals the information and resources they need to stay up to date on care andmaintenance.

MSA

MSA’s sales professionals, qualified and possessing extensive standards experience can helpdesign a fall protection rescue plan for TCPN end users at no charge to TCPN Members.

Fall Protection - In addition, MSA offers the most thorough, hands-on, solutions-based fallprotection training available in the industry-taught at their site, or one of three MSA TrainingFacilities. Note: These specific training on-site and MSA Training Facility-based programs arefee-based.

Utilizing MSA-U, our online training website, there are dozens of free training courses relatedto specific products or even market applications.

MSA offers a respiratory evaluation program supported and conducted on-site by ourknowledgeable, highly trained sales professionals. Related to our respiratory program, MSAoffers respiratory fit tests at no charge and can conduct training for personal to develop andmanage a respiratory program.

On-site confined space or respiratory program review and evaluation are available at no charge.This would include products such as air-purifying and supplied-air respirators.

Certification training is available for end-users to conduct their own supplied-air respirator,thermal imaging camera, and/or portable gas detection repair and service. Cost on this programvaries.

On-site product training is available for any of our products as well as through our online MSA-Utraining program is available at no extra charge.

Petzl America (Petzl)

Petzl has created a series of professional training programs that explore innovative work-at-height and rescue solutions for the vertical environment. These training sessions are designed


- 81 -

specifically for professional sales and customer service representative specialized trainers, safetyspecialists and work-at-height and rescue consultants seeking greater knowledge on equipmentperformance and rope-based system solutions. The goal of these workshops is to provide eachparticipant with a better understanding of rope access solutions through interactive knowledgesharing and hands-on training.

Training Programs currently offered (2012)

Multi-Discipline Workshop

Industrial Rope Access

Arborist Climbing & Rescue

PPE Inspection – Competent Person

PPE Inspection – Trainer Module

High Angle Rescue

Confined Space Rescue

Tower Access & Rescue

Tactical Rope Access

Pelican

Pelican has created a series of training programs around their four product offerings: handlighting, Remote Area Lighting Systems (RALS), protector cases (injection and roto molded), andmobile military (Mobile Office, IT, Armory, Medical, and Mobile Master). The series focus is onproduct selection and product applications, with an emphasis on illumination, safety, portability,and asset protection. Each participant should gain an understanding on lighting technologyadvances, lighting tool selection, asset protection and product solution for going mobile -deployment.

Hurst Vetter: Jaws of Life

Hurst has a total of six Regional Managers that are available to assist with product demos andquestions. These Hurst Regional Managers are assigned by State coverage areas. HurstTraining will be conducted jointly with Grainger Sales Representatives and Grainger EndUser/Customers. Training can be focused on any or all of the following product categories:eDraualics, Hurst Air Shore, and Hurst Vetter Lifting Bags.

Stanley/DeWalt

Power Tool & Accessory Training: The importance of selecting the right tool for theworker, the work environment and the task being performed. Dedicated DeWaltrepresentative provides an overview of the power tools/ accessories available today underthe DeWalt brand and recommendations for the right tool for the job. Hands ondemonstrations are available.

Power Tool Audits: Review of power tool/ accessory inventory, and provide solutions/value propositions to improve efficiency on the job.

Safety Training

Grainger will work with its General Catalog manufacturers to provide product safety training toTCPN Members. Please see the list below for sampling of seminars and product training classesconducted by Grainger’s General Catalog manufacturers:


- 82 -

Arc Flash Awareness Seminar: Designed to bring awareness to the NFPA 70EStandard. Additional topics reviewed are methods of assessment, PPE equipment,proper electrical tools and labeling for the hazards. Suppliers: WH Salisbury, Square D,Brady and Grainger

Lockout/Tagout Seminar: Designed to compliment your current LOTO program. Theseminar discusses OSHAstandards and compliance, provides handouts and properuse of LOTO devices. Supplier: Brady

Signs & Identification Systems: Survey to identify the need for proper in-plantsignage. Supplier: Brady

Hazardous/Flammable Liquid Handling & Storage: Audit of hazardous/flammablestorage, use and handling. Suppliers: Justrite STUDE, Eagle CLAWS

Hand Protection & Glove Analysis: An evaluation of the glove program to determineproper selection and use as well as identify cost savings. Suppliers: Ansell, Perfect Fit,Wells Lamont, North

Hearing Conservation: Training program designed to assist the customer in becomingcompliant with the OSHA Standard 29CFR1910.95 as well as instruction on theimportance of proper use of hearing protection devices. Suppliers: EAR, HowardLeight, 3M

Eyewash Station Analysis: An evaluation designed to assist the customer withregulatory compliance of the proper operation and locations of eyewash stations.Supplier: Fendall

Fall Protection: Survey to determine fall hazards and address solutions. Supplier:Miller

Respiratory Protection: Conduct training and fit testing. Suppliers: 3M, MSA, Willson,North

Confined Space Analysis: Conduct plant tour to determine potential confined spacehazards. Suppliers: MSA, Biosystems, Miller

Ladder Training: Information program to provide proper ladder usage as well as howto properly inspect ladders. Suppliers: Werner Ladder

Coating & Anti-Slip Solutions: An evaluation based on application, hazard concernsand safety color coded paint requirements. Supplier: Rust-O-Leum

Hoist & Chain Safety: Training program to provide instruction on safety hoist practicesand the inspection of present hoist equipment. Supplier: CM Hoist

Power & Hand Tool Safety: Seminars designed to promote proper use and safetypractices for hand and power tools as well as selecting the right tool for the job.Suppliers: DeWalt, Milwaukee, Stanley-Proto

Multi-meter Training: Programs designed to emphasize the use and application ofmulti-meters, inspection of the equipment and other safety procedures. Supplier: Fluke

Fuses & Power Distribution: Seminars tailored to specific customer requirements inthe proper application of fuses in order to protect electrical equipment and powerdistribution systems. Supplier: Cooper-Bussman


- 83 -

Electric Safety: Training program using general electric safety principles coupled withthe unique products designed for electrical applications. Supplier: Hubbell, Square D

Grinding Wheel Safety Training: Program designed to illustrate the use, care andprotection of vitrified and organic grinding wheels. Supplier: Norton

Please see Exhibit 7, Safety Seminars and Training (Occupational Health andSafety Value-Added Education), for further details.

Grainger Parts and Sourcing

Grainger’s sourcing team procures those facilities maintenance products not found in theGrainger General Catalog. Grainger’s sourcing team leverages Grainger’s buying power formiscellaneous facilities maintenance related products and provides customers with a total costsolution for acquiring infrequently ordered items. Through this channel, Grainger provides quickaccess to over sixty-five hundred suppliers and more than five million products beyond theGrainger catalog offering. Additionally, this channel provides access to line extensions (non-Grainger General Catalog product from Grainger General Catalog suppliers) and somediscontinued product catalog lines.

Please see Exhibit 8 for further details and Exhibit 9 for Grainger’s Sourced Product Termsand Conditions.

National Public Safety Program Managers (Safety, Sustainability)

Grainger’s team of National Public Safety Safety and Sustainability Program Managers bringcategory expertise, cost-savings proposals, and program standardization strategies to ourcustomers. Your assigned National Public Safety Program Manager will direct SupplierRepresentatives and/or local Grainger Account Managers to your facilities for selection ofappropriate product use and subsequent training. Use of the National Public Safety ProgramManager team helps maximize supplier engagement to drive proper product mix and contractcompliance through use of on-site surveys, product use analysis and product standardization.

- 84 -

Tab 6

References

Provide a minimum of ten (10) customer references for product and/or services of similar scopedating within the past 3 years. Please try to provide an equal number of references for K12,Higher Education and City/County entities. Provide the following information for each reference:

Entity Name

Contact Name and Title

City and State

Phone Number

Years Serviced

Description of Services Annual Volume

Tab 6References

- 85 -

#1

Entity Name: Wichita Falls Police Department

Contact Name and Title: Steve Raby, Quartermaster

City and State: Wichita Falls, Texas

Phone Number: 940-761-7993

Years Serviced:

Description of Services: Public Safety, Storage, Material Handling, Tools, MiscOperating Supplies

Annual Volume: $*

*We requested this information from our customer at the time of reference request;however, our customer has requested this information be held confidential.

#2

Entity Name: Florida State University

Contact Name and Title: Dennis Bailey, Assoc. VP for Facilities

City and State: Tallahassee, Florida


Years Serviced: 12 Years

Description of Services: Grainger has operated and on-site store that has functionedas our in-house warehouse all during that time.

Annual Volume: $2,400,000

Tab 6References

- 86 -

#3

Entity Name: VA Hospital

Contact Name and Title: Mike Hoffman, Section Chief/Logistics

City and State: Dallas, Texas


Years Serviced: Over 10 years

Description of Services: Equipment and Supplies for Emergency Response

Annual Volume: $*

*We requested this information from our customer at the time of reference request; however, ourcustomer has requested this information be held confidential.

#4

Entity Name: Fort Worth ISD

Contact Name and Title: Jonathan Bey, Director of Puchasing

City and State: Fort Worth, Texas


Years Serviced: On Grainger's TCPN for over 3 years

Description of Services: Tools, HVAC, Plumbing, Custodial Supplies, MaterialHandling, Safety supplies

Annual Volume: $*


Tab 6References

- 87 -

#5

Entity Name: Austin Police Department

Contact Name and Title: Irene Sanchez, Senior Buyer

City and State: Austin, Texas

Phone Number: 512.974.5078

Years Serviced: 8 years

Description of Services: Maintenance, some Public Safety

Annual Volume: $*


#6

Entity Name: Austin Fire Department

Contact Name and Title: Teresa Reddy, Contract Compliance Superviser




Description of Services: Grant, Homeland Security, Gear

Annual Volume: $*

*We requested this information from our customer at the time of reference request; however, ourcustomer has requested this information be held confidential.

Tab 6References

- 88 -

#7

Entity Name: Austin Travis County EMS

Contact Name and Title: William Alderete, Warehouse Supervisor




Description of Services: Various Safety, Maintenance

Annual Volume: $*


#8

Entity Name: Marana School District

Contact Name and Title: Yvonne Volpe, Procurement Director

City and State: Marana, Arizona


Years Serviced: 1 year on TCPN

Description of Services: Catalog-wide

Annual Volume: $*


Tab 6References

- 89 -

#9

Entity Name: City Colleges of Chicago

Contact Name and Title: Shelia Johnson, District Director of Procurement

City and State: Chicago, Illinois


Years Serviced: 3 years under E & I contract with Grainger

Description of Services: Public Safety, Lighting, Electrical Supplies, MaterialHandling, Tools and Other Maintenance, Repair & OperatingSupplies

Annual Volume: $*


#10

Entity Name: City of Glendale Police Dept

Contact Name and Title: Tammy Grenier

City and State: Glendale, Arizona



Description of Services: Personal and Protection Equipment

Annual Volume: $*


Tab 6References

- 90 -

#11

Entity Name: City of El Paso Fire Department

Contact Name and Title: Chief Rafael Reyes, Special Operations

City and State: El Paso, Texas



Description of Services: Supplies and equipment for USAR/Special OperationsTeams

Annual Volume: $*


- 91 -

Tab 7

Pricing

Tab 7Pricing

- 92 -

PRICING

Pricing

Each service proposed is to be priced separately. Respondents may elect to limit theirproposals to a single service within any category, or multiple services within any or allcategories

Electronic Price Lists

Respondents must submit products, services, warranties, etc. in price list.

Prices listed will be used to establish the extent of a manufacturer’s product lines,services, warranties, etc. that are available from a particular bidder and the pricing peritem.

Electronic price lists must contain the following:

Manufacturer part # (if applicable)

Vendor part # (if different from manufacturer part #)

Description

Manufacturers Suggested List Price and Net Price

Net price to TCPN (including freight)

Media submitted for price list must include the respondents’ company name, name ofthe solicitation, and date on CD, DVD or Flash Drive (i.e. Pin or Jump Drives).

Please submit price lists and/or catalogs in electronic form only.

Please note: Due to the file size, the Grainger General Catalog cannot be submitted inelectronic form; however, the Market Basket is being provided electronically.

Not to Exceed Pricing

TCPN requests pricing be submitted as not to exceed for any participating entity.

Grainger offers firm fixed discounts. Individual prices are subject to changes but are beavailable at time of purchase at Grainger public website, www.grainger.com. Net pricingwith discounts incorporated will be available on TCPN's customized account onGrainger.com.

Unlike fixed pricing the awarded vendor can adjust submitted pricing lower if neededbut, cannot exceed original pricing submitted for solicitation.

Grainger offers firm fixed discounts. Individual prices are subject to changes but arebe available at time of purchase at Grainger public website, www.grainger.com. Netpricing with discounts incorporated will be available on TCPN's customized accounton Grainger.com.

Vendor must allow for lower pricing to be available for similar product and servicepurchases.

Additional discounts are available to government and commercial customers basedon volume guarantees. Please contact Grainger for quotes on volume purchases

- 93 -

Tab 8

Value Add

Tab 8Value Add

- 94 -

Value Add

Please include any additional products and/or services not included in the scope of the solicitationyou think will enhance and add value to this contract for TCPN participating agencies.

Grainger Consulting Services

Grainger Consulting Services engages with customers to evaluate their Public Safety SupplyChain. This evaluation utilizes a strategic framework of identified cost drivers to benchmark andprovide ideal and cost effective solutions. This strategic framework of cost drivers focuses on:

Process

Inventory

Supplier

Product

Technology

The engagement utilizes a proven methodology made up of Baseline Analysis, StrategyDevelopment and Solution Execution.

The Baseline Analysis identifies the behaviors displayed in the procurement and retention ofPublic Safety supplies including but not limited to interaction of current processes and systems,inventory and spend dynamics, and product mix and usage patterns. This Baseline Analysisbecomes the foundation for establishing a Continuous Improvement program.

A typical scope of work involves the following:

Process mapping of identified current Public Safety Supply Chain processes. Akey point here is the focus on the whole Public Safety Supply Chain process fromthe time a need is identified by a maintenance tech through payment. Someexamples of these processes are spot buy and / or inventoried purchases.

Analysis of inventory dynamics such as value, aging, activity, criticality, andlocation

Analysis of spend dynamics identifying supplier utilization, procurement /payment methods, and product mix

Assessments based on specific customer objectives. Examples are energy,safety, and cleaning

Based on this analysis, strategy and recommendations are developed. Theserecommendations focus on purchasing process improvement, stockroom and inventorymanagement, and total cost savings programs. Once the Baseline Analysis and Projectsare mutually agreed upon, Solution Execution begins.

Based on project prioritization, a master plan identifying sub projects is developed. Specificsub project plans are created identifying milestones, stakeholders, and project dependent

Tab 8Value Add

- 95 -

specific steps. In Solution Execution, projects are managed to completion with an identifiedhandoff of ownership to the client for continuous improvement. Contract and Projectperformance are reviewed on a mutually agreed upon schedule. Grainger utilizes aquarterly business review process (QBR) to monitor performance and continuousimprovement initiatives. The frequency of the business review can be modified based onthe needs of the customer. The local Sales and Services Team will conduct these reviewswith support from appropriate Grainger resources representing their projects, including butnot limited to, Grainger Consulting Services.

KeepStock* (Vendor- and Customer-Managed Inventory)

KeepStock®*A Managed Inventory Solution

www.grainger.com/inventory

Range of Solutions

Grainger KeepStock offers a range of solutions to help you make your Public Safety inventorymanagement as efficient as possible. Grainger can help you gain a more thorough understandingof your inventory needs:

What are your operational requirements?

What is your staffing situation?

Do you need a complete makeover or just minor adjustments?

Control and Organize Your Public Safety Inventory

Grainger offers a wide variety of Public Safety inventory management services to help youidentify and improve your procurement processes. Many of these solutions can be fully integratedwith your purchasing systems or Grainger.com®.

The day-to-day management of building operations is challenging enough—even without theresponsibilities of purchasing, managing, and controlling your Public Safety product and inventoryneeds to support your maintenance activities. Grainger’s KeepStock® solutions are designed tohelp you:

Reduce procurement process costs for consumable Public Safety supplypurchases

Improve optimization of inventory levels – reduce overstocking or “out-of-stocks”

Improve control and organization of your inventory

Enhance productivity of your Public Safety procurement team

Grainger’s suite of managed inventory solutions includes:

KeepStock® OnSiteSM*

o Onsite Assistance to Help You Control Your Inventory Management Processes

KeepStock® LabelSM

o A Simple Labeling Solution that Helps You Manage Your Inventory So You CanFocus on Your Operations

Tab 8Value Add

- 96 -

KeepStock® ScanSM

o An Inventory Management Solution Using Barcode Scanning to Streamline YourOrdering Processes

KeepStock® TrackSM

o An Inventory Management Solution to Help You Track the Movement of Public SafetyInventory

KeepStock® MobileSM

o The Inventory Management Solution for Your Mobile Environment


o An Industrial Dispensing Solution Using Secure Machines to Control Supplies Usage

Please note:

*Eligibility for Grainger’s KeepStock® solutions is subject to certain qualifying criteria,agreement to certain licensing terms applicable to software use and in regard to KeepStock®

OnSiteSM may require an on-site assessment at customer site to be conducted by Grainger’sConsulting Services group, and mutual agreement as to the amount of weekly use ofGrainger personnel resources. KeepStock® SecureSM may require execution of a separateagreement.

Grainger notes that it is currently developing additional KeepStock solutions that may be relevantto your inventory management strategy. As these solutions are developed, your Grainger salesteam will discuss each one with you to explore the efficiencies it can offer for your Public Safetyinventory management.

A more detailed description of current KeepStock solutions appears below.

KeepStock® OnsiteSM

We’ll Provide Onsite Assistance to Help You Control Your Inventory Management Processes

KeepStock® OnsiteSM is your turnkey Public Safety vendor-managed inventory (VMI) solution. Aknowledgeable Grainger professional visits your site for a mutually determined amount of time(up to 40 hours per week*), and utilizes scanning technology to replenish and reorder Graingerproducts to save you both time and money. Plus, with the workflow options, you are in completecontrol of which products get ordered.

KeepStock® OnsiteSM can help you save time and money managing your Public Safety suppliesby:

Identifying Grainger Catalog products. This includes working off purchaserequisitions/orders to cross reference items. Coordinates other Grainger resources toidentify the best product solutions.

Placing orders. Items are scanned and electronically placed by the onsite Graingerrepresentative.

Providing dedicated customer service. Handles inquiries regarding invoicing, productreturns, and order expediting.

Product put-away. The Grainger Representative will transport and put Graingershipments of products away in your designated storage areas. (Certain guidelines forproduct staging and handling and storage restrictions apply.)

Tab 8Value Add

- 97 -

KeepStock® LabelSM

A Simple Labeling Solution that Helps You Manage Your Inventory So You Can Focus onYour Operations

KeepStock® LabelSM is a Grainger.com® inventory management solution that helps you identify,organize and manage your inventory. Create online Inventory Lists that enable fasteridentification of materials and simplify reordering. KeepStock Label requires no special softwareor advanced technology, and is available for everyone to use at no additional cost.

Create an Inventory List. Keep track of your commonly used Grainger inventoryitems, including inventory levels, stocking locations and any internal part numbers.Share this list with others or export into a .txt file. A download option lets you exportand save your lists.

Identify and organize your inventory. Print a label for each item on your InventoryList. The label information includes the product image, description, SKU number,desired inventory levels, and stocking locations. Print and attach the labels to yourstocking bin locations.

Simplify the re-ordering process. Print a re-order form from your Inventory List.Use the re-order form to help you cycle count your inventory or use it as a referenceto place your next Grainger order.

KeepStock® ScanSM

An Inventory Management Solution Using Barcode Scanning to Streamline Your OrderingProcesses

KeepStock® ScanSM is a customer managed inventory replenishment solution that utilizesGrainger-provided scanning technology to help streamline ordering processes for stockedGrainger items. By using this automated tool to order your Grainger inventory, your workers willhave more time to focus on their jobs.

This solution offers the following benefits:

Easy to use. The easy-to-use scanner provides a true point and click single barcode reading system to easily automate the reordering of stocked items for toolcribs, storerooms, multiple storage areas and any number of point-of-use locations.The solution makes it easier than ever for you to manage and reorder the Graingersupplies you use everyday.

Streamline purchasing. Once an item is scanned, connect the scanner to uploadthe scans directly into the Grainger system. This will create an order that can berouted via e-mail for final approval(s). Once an order is approved, it will ship nextday to your desired location.

Minimize time spent on paperwork. KeepStock Scan provides online reportingwhere you can quickly access your purchase order history to help you understandwhat items you’re buying over a given period of time. This data will enable you tomake better decisions on the inventory you need to keep on hand.

Tab 8Value Add

- 98 -

KeepStock® TrackSM

An Inventory Management Solution to Help You Track the Movement of Public SafetyInventory

KeepStock® TrackSM is a managed barcode inventory control system that lets you manage themovement of Public Safety inventory as it is received, issued and transferred into and throughoutyour business.


Low cost, easy-to-use program. Grainger provides barcode scanning hardwareand a web-based management application program. An on-site specialist will helpyou install and train your staff on how to use the program.

Tracking of inventory movement and product consumption. Help keep yourinventory management costs down by identifying slow and inactive moving inventoryitems. Allows you to allocate usage to appropriate user, cost center or customeraccount number.

Real time analytics and reporting. KeepStock Track alerts you to low and out-of-stock inventory items. It helps you identify inventory usage and trends whileproviding quantifiable asset valuation for your physical on-hand inventory.

KeepStock® MobileSM

The Inventory Management Solution for Your Mobile Environment

KeepStock® MobileSM is a customer managed replenishment solution that utilizes Grainger-provided scanning software to help you manage inventory that moves, such as supplies in aservice truck or van.


Easy -to-use. Grainger provides assistance with scanning hardware, barcode labelsand project implementation. Once set up, the scanning technology makes it easy forservice technicians moving from location to location to reorder the Grainger suppliesthey need.

Streamline purchasing. KeepStock Mobile is a turnkey program that allowstechnicians to place orders directly with Grainger. Items can be scanned, orderedremotely and shipped to a specified address or picked up at any local Graingerbranch.

Maximize productivity. Improve productivity by reducing time spent identifying andordering products. Allows technicians to focus on using their valuable trade skillsand completing work orders.

Tab 8Value Add

- 99 -


An Industrial Dispensing Solution Using Secure Machines to Control Supplies Usage

KeepStock® SecureSM is a managed inventory solution which provides customized automateddispensing machines to control usage and reduce theft of consumable maintenance, repair andoperations (MRO) items and provide detailed reporting of consumption of such items.


Secure product. Those of your Grainger consumable products we mutually select aresecured in a locked vending machine to reduce excessive product use and pilferage.

24/7 access. Easy unattended secure access to highly consumable items.

Reduce storeroom trips and waiting time. Located at point-of-use locations, helpsimprove employee productivity by limiting extra trips around the facility to obtain items.

Reduce on-hand inventory. Helps improve control over inventory costs. Automatedreordering helps reduce stock-outs and PO processing costs.

Robust reporting. Tracks usage with transaction detail and summary at item, employeeand department levels.

Grainger will provide complete project management of the dispensing machines implementationincluding planning, transportation, installation, on-site training and replenishment services. TheCustomer is responsible for providing the necessary electrical and internet connections. Keyunderstandings of this offering include:

The KeepStock dispensing machines are owned by Grainger and placed in operationwithout any fees or charges for delivery, installation, rental, maintenance, softwarelicensing or connectivity. The numbers and types of machines in which they will beplaced are subject to mutual agreement between Grainger and the Customer.

Only Grainger product purchased before it was loaded into the equipment may bedispensed. Other products ineligible for dispensing may include certain hazardous items,items that could damage the dispensing equipment and those ineligible for dispensingdue to law or regulation. The Customer will not permit anyone under the age of 18 todispense products from the machine.

Replenishment of the machines shall be performed only by Grainger employees,although emergency and repair access by trained Customer employees will be permitted.

The Customer will have final selection on the location within a facility of each machine,provided Grainger is given continuing access for the installation, repair, replenishmentand removal of machines. Grainger employees may be accompanied by themanufacturer of the machines at the time of installation or repair.

Terms, conditions and prices for the sale of Grainger goods to be dispensed are asestablished by the sales documents separately entered into between Grainger and theCustomer.

Grainger will supply the agreed number of machines for an initial three year period,measured from the date of the first machine installation, subject to mutual agreement toextend. Grainger will provide for your information a final written schedule of agreednumbers of machines, their types (e.g., coil or carousel) and the expected date of

Tab 8Value Add

- 100 -

installation and continue to update that schedule whenever we agree to add moremachines to create the most efficient solution for the Government’s needs.

During implementation, Grainger and the Customer will reach a good faith understandingof the annual increase in Customer purchases of Grainger products at each facility wherea machine is placed. Grainger reserves the right to remove or redeploy one or moremachines to another mutually acceptable location or facility should Customer purchasesnot meet these anticipated incremental purchase levels.

Grainger’s management of the software database and the dispensing reporting thattracks product usage by the Customer depends on its installation of a Web- basedplatform. The Customer will confirm network security clearance, allow synchronizationinitiated by the machine’s point of use application over a secure port, provide a dedicatedpower supply and Cat 5 connection Internet Drops at the Equipment and confirm webservice connection from browser(https://advantage.ecribmaster.com/GRA/WebServicePortal.asmx). Where networkconnectivity is provided, Customer information may be hosted for Grainger by a thirdparty.

Should synchronization over that secure port be unavailable, Grainger will examine otheroptions for internet connectivity needed to allow Grainger to perform data basemanagement and reporting functions. Should no option be workable in a specificenvironment, Grainger will provide the software, and assist the Customer with itsinstallation on the Customer’s system, to allow the Customer to self-manage its own database and generate its own usage reports. If the Customer wishes to consult withGrainger on data management and usage reporting, the Customer will appoint aBusiness Systems Analyst as Grainger’s point of contact.

Grainger will train a select number of Customer employees at each facility to performsuch basic maintenance as repair of door jams. Grainger will be responsible for othermaintenance and repair of the dispensing equipment. All software maintenance shall beperformed by Grainger’s software licensor; “software fixes” will be provided to theCustomer free of charge where network connectivity through a secure port is notprovided.

Grainger’s placement of a machine includes its grant to the Customer of a non-exclusivenon-transferable license to use the dispensing related software solely in connection withthe dispensing program. The license is granted on the condition that the Customer willnot alter or inspect the software.

Safety Training

Grainger will work with its General Catalog manufacturers to provide product safety training toTCPN Members. Please see the list below for sampling of seminars and product training classesconducted by Grainger’s General Catalog manufacturers:

Arc Flash Awareness Seminar: Designed to bring awareness to the NFPA 70EStandard. Additional topics reviewed are methods of assessment, PPE equipment,proper electrical tools and labeling for the hazards. Suppliers: WH Salisbury, Square D,Brady and Grainger

Lockout/Tagout Seminar: Designed to compliment your current LOTO program. Theseminar discusses OSHAstandards and compliance, provides handouts and properuse of LOTO devices. Supplier: Brady

Signs & Identification Systems: Survey to identify the need for proper in-plantsignage. Supplier: Brady

Tab 8Value Add

- 101 -

Hazardous/Flammable Liquid Handling & Storage: Audit of hazardous/flammablestorage, use and handling. Suppliers: Justrite STUDE, Eagle CLAWS

Hand Protection & Glove Analysis: An evaluation of the glove program to determineproper selection and use as well as identify cost savings. Suppliers: Ansell, Perfect Fit,Wells Lamont, North

Hearing Conservation: Training program designed to assist the customer in becomingcompliant with the OSHA Standard 29CFR1910.95 as well as instruction on theimportance of proper use of hearing protection devices. Suppliers: EAR, HowardLeight, 3M

Eyewash Station Analysis: An evaluation designed to assist the customer withregulatory compliance of the proper operation and locations of eyewash stations.Supplier: Fendall

Fall Protection: Survey to determine fall hazards and address solutions. Supplier:Miller

Respiratory Protection: Conduct training and fit testing. Suppliers: 3M, MSA, Willson,North

Confined Space Analysis: Conduct plant tour to determine potential confined spacehazards. Suppliers: MSA, Biosystems, Miller

Ladder Training: Information program to provide proper ladder usage as well as howto properly inspect ladders. Suppliers: Werner Ladder

Coating & Anti-Slip Solutions: An evaluation based on application, hazard concernsand safety color coded paint requirements. Supplier: Rust-O-Leum

Hoist & Chain Safety: Training program to provide instruction on safety hoist practicesand the inspection of present hoist equipment. Supplier: CM Hoist

Power & Hand Tool Safety: Seminars designed to promote proper use and safetypractices for hand and power tools as well as selecting the right tool for the job.Suppliers: DeWalt, Milwaukee, Stanley-Proto

Multi-meter Training: Programs designed to emphasize the use and application ofmulti-meters, inspection of the equipment and other safety procedures. Supplier: Fluke

Fuses & Power Distribution: Seminars tailored to specific customer requirements inthe proper application of fuses in order to protect electrical equipment and powerdistribution systems. Supplier: Cooper-Bussman

Electric Safety: Training program using general electric safety principles coupled withthe unique products designed for electrical applications. Supplier: Hubbell, Square D

Grinding Wheel Safety Training: Program designed to illustrate the use, care andprotection of vitrified and organic grinding wheels. Supplier: Norton

Please see Exhibit 7, Safety Seminars and Training (Occupational Health andSafety Value-Added Education), for further details.

Tab 8Value Add

- 102 -

Additional Green Value-Added Services

GE Electrical Energy Audit - A team of experienced professionals will provide,upon request, as part of service under this contract, a thorough andcomprehensive energy audit that will assist TCPN Members to achieve environmentaland sustainability goals and initiatives. The team should be able to recommend andimplement lighting solutions to include lamp conversions, retrofits, and controls, alongwith motor retrofits that reduce kilowatt consumption without sacrificing performance ofthe system and maintaining IES and OSHA standards. The team should provide adocumented outline of current system and recommended system to include expectedcost savings, return on investment, and impact on the environment. Cost savings shouldaddress the recommended lighting system including product/materials, labor to performthe installation, on-going maintenance during the life of the system, disposal cost, andenvironmental impact.

Electrical Product Cost Reduction / Process Improvement - In addition to methodssuch as standardization and/or substitution of product, eCommerce initiatives and vendorconsolidation strategies, which can be engaged across multiple commodities, Graingeroffers specific ideas based solely on usage of electrical products. Grainger also offerstips on standard electrical processes, designed to save time and money by reducingerrors and time spent on repairs. From controls and circuit protection to wiring devicesand connectors, Grainger offers you everything you need to get - and stay – connected.

Supplier Diversity and Distributor Alliance

Supplier Diversity

Grainger is deeply committed to Supplier Diversity. Grainger affords historically under-represented businesses the maximum practicable opportunity to do business with Grainger. Wehave a viable Supplier Diversity Program, which is a corporate initiative. Periodically we conductProduct Line Reviews to see where we can be inclusive of MBE/WBE firms. As a part of eachProduct Line Review conducted, we search the following databases for certified MBE/WBE firms:

National Minority Supplier Development Council (NMSDC)

Women’s Business Enterprise National Council (WBENC)

Small Business Administration/PRO-Net (SBA)

Supplier Gateway Portal (Grainger supplier registration tool)

Diversity made products are identified within the Grainger catalog and on our website with theSupplier Diversity symbol shown below. Reporting of your purchases of diversity products isavailable upon request. These reports, which can be generated monthly or quarterly, identifydollars spent with certified M/WBE by ethnicity and/or Small Businesses.

For more information about our program, please visit us online at:

http://www.grainger.com/Grainger/static/fos_supplierdiversity.html

Tab 8Value Add

- 103 -

The Grainger Model

By distributing products made by certified minority and woman owned businesses, Grainger helpsto create an inclusive supply chain for customers. The model is truly a win/win because diversemanufacturers can concentrate on what they do best and leave the logistics and distribution oftheir products to Grainger. Grainger’s customer benefits from one-stop shopping, and receivesdetailed reports upon request. The economic impact of this program continues to increase. Themore than 100 diverse manufacturers in the 2012 Grainger catalog employ over 5,700individuals.

Grainger is proud to be a member of the National Minority Supplier Development Council and tosupport several NMSDC Regional Councils. We are corporate members of the Woman’sBusiness Enterprise National Council. Our Supplier Diversity Manager chairs a committee of theNational Board of Directors and is a member of the executive committee for this organization. Todemonstrate our commitments, and to recruit diverse suppliers for line review and customerproposal opportunities, we participate in M/WBE Business Opportunity Fairs and other eventsthat support M/WBE businesses. We host a registration Web site(https://app.suppliergateway.com/grainger) for prospective suppliers to submit a profile in order tobe considered for upcoming sourcing opportunities.

Good Faith Efforts

Supplier recruitment continues to be a priority for Grainger. We continuously seek opportunitiesto meet diverse suppliers at Business Opportunity Fairs and other events that support M/WBEbusinesses. At these events, we feature products from our diversity suppliers and invite thesesuppliers to Appendix in the Grainger booth.

To increase exposure of our current suppliers, we host a National Sales and Services Meetingeach year. At this event suppliers have an opportunity to meet Grainger sellers, therebyincreasing the exposure of their products. We feature our diversity suppliers with special signageat this event, and host a VIP reception for our diversity suppliers to meet Grainger seniorbusiness leaders.

To keep diverse suppliers in our catalog, we monitor performance with a monthly balancedscorecard, provide feedback and offer assistance in any performance areas where improvementis needed.

Internal Efforts

Communication with Grainger’s 18,000+ employees is an ongoing process. We deliver trainingand communicate the company’s objectives throughout the year. We conduct bi-monthlymeetings with business unit and department representatives to drive results and increaseeffectiveness of internal marketing efforts

Within our enterprise wide ERP system, we have built in tools and processes to improve ourprocurement tracking and reporting. Listed below are some examples of the internal efforts toincrease awareness and drive accountability:

Company policy statement

Quarterly executive leadership meetings to identify upcoming procurement opportunitiesand monitor progress towards goals

Communicate new diversity product suppliers to the field personnel via employee website

Periodic employee communications on the importance and progress of Grainger’ssupplier diversity program through feature articles in Network News

Tab 8Value Add

- 104 -

Inclusion of diverse suppliers at National Sales Meeting (NSSM) for maximum exposureto Grainger sellers. Participation fees were reduced to provide additional opportunity fordiverse suppliers to attend

Develop individual “Smart Sheets” and box stuffers featuring diversity suppliers products

Web-enabled sourcing tool with company-wide access hosted by DIR/Supplier Gateway

Grainger Distributor Alliance Program

Grainger has developed a program to utilize small, diverse, disadvantaged, and women ownedbusinesses to bring its offering directly to more customers; this program is called Grainger’sDistributor Alliance. This program includes select small, diverse and disadvantaged businesseswith experience and expertise in the procurement space. The program matches specificbusinesses with targeted customers in selling all Grainger General Catalog products.

In the pursuit of promoting and achieving its socio-economic goals, customers can be assuredthey will receive the same quality products and service in the same timely fashion that they havebecome accustomed to with Grainger. Similarly, the association between Grainger and itsDistributor Alliance members will allow customers to consolidate Public Safety purchasing whilesupporting a small, diverse or disadvantaged business.

Implementation Team

Implementation

Grainger has developed a team of Implementation Project Managers to assist in facilitatingdriving contract Implementations. The goal of this team is to focus its employees on ensuringspeed-to-cost savings for TCPN Members utilizing scalable and repeatable processes.

The implementation plan could include one or more of the following strategies. Grainger willcontinue to provide training to TCPN Members as it relates to this contract.

Implementation Workshop

Initial site visits will occur and may include your Senior Government SalesManager, Susan Heck, local Account Managers and local Grainger BranchManagers and branch personnel to review contract benefits as well as topresent the overall implementation strategy. This session will put in place adetailed plan including time lines, roles and responsibilities, and action stepsto meet TCPN’s expectations.

Data collected based on historical usage and critical product needs will bereviewed and analyzed for cross-referencing, pricing and inventory planning

Crib cross-referencing will occur, if necessary, to further identify critical partsto be stocked locally at the Grainger branch.

Depending on the final strategy selected by the TCPN Member, numerousadditional steps will occur.

Tab 8Value Add

- 105 -

Account Manager Sales Calls

An initial site visit will occur, with the local Account Manager, to review thecontract benefits.

The Account Manager will create a plan locally to meet individual TCPNMember needs.

Additional calls will be made with key suppliers and Grainger employees asneeded.

Account Relationship Manager

An Account Relationship Manager / Branch representative will also beavailable to present the agreement and answer any questions individualTCPN Members may have about Grainger and the awarded contract.

Implementation plans are generally unique to each Member. A sample implementationplan for TCPN Members may consist of the following:

Prework

Review Scope of Work

Document a preliminary implementation strategy

Determine number of TCPN Member sites

Identify relevant internal employees

Determine TCPN Member contacts

Identify required suppliers

Planning Session

Confirm implementation strategy with planning team

Develop implementation checklist including dates with TCPN Members andGrainger team

Develop communication documents

Align internal and external resources

Develop workshop agenda

Key Actions

Conduct conference calls with Grainger team

Conduct conference calls with TCPN Members facility champions

Conduct implementation workshop at TCPN Member sites

Assign workshop objectives and timelines unique to each TCPN Memberlocation

Conduct site assessments

Establish team barrier removal process

Identify functional process

Grainger cross-referencing engages at TCPN Member sites

Grainger cross-referencing builds reports of SKU level data

Tab 8Value Add

- 106 -

Deliver data back to each TCPN Member

Monitoring

Implementation Project Manager and Government Sales Manager reviews

Measure compliance

Develop Standardization Strategy

Identify gaps / remove barriers

Develop a plan

Product-specific training will be mutually determined through the post-awardimplementation process. The existing product ordering process will remain in place topurchase product from Grainger. In the event TCPN Members require training on the useof the various ordering channels Grainger will provide such training upon request.

On-site Audits and Analyses

Lighting

Our network of experienced professionals can provide a simple energy audit that will benefit yourcompany in several different ways. First, you’ll learn how much money you can save byupgrading your lighting products to energy-efficient models. Then we’ll show you which itemsfrom our catalog will best meet your particular needs. In addition, we’ll provide a plan thatoutlines your initial costs for these items and projects the payback you can expect.

Janitorial

In addition to reducing product and labor cost, minimizing waste and maximizing cost savings,Grainger’s sales professionals team up with key supplier product experts such as GOJO,Ramsey, 3M, and Georgia Pacific to perform materials analysis at your location. Through itsGeneral Catalog manufacturers and suppliers, Grainger offers non-fee based training to assistFSU with OSHA compliance and fee-based training to assist with OSHA certification. Costs mayvary by manufacturer, type of training and number of attendees, among other factors.

Firestorm

Grainger has forged a strategic relationship with Firestorm Solutions, a Consulting firmspecializing in Business Continuity planning. Upon request, Grainger's Consulting Services teamwill conduct a baseline assessment of the customer's current readiness. Subsequently, a no-feecall may be arranged with Firestorm to discuss the results and receive recommendations fromFirestorm. If the customer desires to engage Firestorm's services after the initial evaluation, thecustomer will then contract directly with Firestorm.

BRG Wireless Mass Notification System

Historically, publicly shared communications systems become overwhelmed during a massemergency. Primary systems are typically unaffected by the scale of the emergency. The otheradvantage of the primary method, and perhaps the most important, is speed. The BRG WirelessMass Notification system is a primary notification method. Examples of secondary notificationmethods are cell phones, text messaging, email, telephone dialers, etc. The difference betweenprimary and secondary methods is speed and reliability. This is because primary communicationmethods are not accessible to the general public. The secondary methods use publicly shared

Tab 8Value Add

- 107 -

systems not designed to handle massive communications during an emergency. There is nopractical limit to the number of people that can be notified in 30 seconds or less with a BRGWireless Mass Notification System).

Utilizing a FCC dedicated frequency, the BRG wireless emergency mass notification systemoffers wireless moving message displays for sending alphanumeric messages throughout yourfacility and wireless PA speakers to broadcast verbal messages and alerts indoors or out. Thewireless PA speakers and the moving message displays can be addressed to cover differentzones on your facility. Zone one could encompass the offices, zone two classrooms, Zone threeequipment buildings, etc. You can send messages to individual zones, or all of the zones at thesame time. There are 256 different zones that can be set-up on the system. The BRG WirelessSoftware allows you to pre-program 16 messages into the software. These messages can beaudio only, text only or both. The system comes with over 90 pre-recorded sounds, tones andmessages. Using your own PC, verbal messages and commands can easily be recorded andstored on the Compact Flash (CF) card. This CF card is then plugged into the digital audio player.The Message Displays will display time, date and any message that is sent to it from the BRG

Wireless Software. The message displays are available in a variety of sizes.

For additional information, please contact your local Account Manager or branch personnel forprocurement of these Wireless Mass Communication Systems.

- 108 -

Tab 9

Required Documents

DOC #1 Clean Air and Water Act / Debarment Notice

DOC #2 Lobbying Certification

DOC #3 Contractors Requirements

DOC #4 Antitrust Certification Statement

DOC #1 Clean Air and Water Act & Debarment Notice

I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuantto the Clean Air Act of 1970, as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act,as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection AgencyRegulation, 40 CFR Part 15 as required under OMB Circular A-102, Attachment O, Paragraph 14 (1)regarding reporting violations to the grantor agency and to the United States Environment ProtectionAgency Assistant Administrator for the Enforcement.

I hereby further certify that my company has not been debarred, suspended or otherwise ineligible forparticipation in Federal Assistance programs under Executive Order 12549, "Debarrnent andSuspension", as described in the Federal Register and Rules and Regulations.

Potential Vendor: W.W. Grainger, Inc.

Title Of Authorized Representative: Mark Hanna. Vice President Government SalesLocalMailing Address:

Signature:

Page 38 of 41

DOC #2

LOBBYING CERTIFICATION

Submission of this certification is a prerequisite for making or entering into this transaction and isimposed by Section 1352, Title 31, U.S. Code. This certification is a material representation of factupon which reliance was placed when this transaction was made or entered into. Any person whofails to file the required certification shall be subject to civil penalty of not less than $10,000 andnot more than $100,000 for each such failure.

The undersigned certifies, to the best of his/her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid on behalf of the undersigned, toany person for influencing or attempting to influence an officer or employee of any agency, aMember of Congress, an officer or employee of Congress, or an employee of a Member ofCongress in connection with the awarding of a Federal contract, the making of a Federal grant, themaking of a Federal loan, the entering into a cooperative agreement, and the extension,continuation, renewal, amendment, or modification of a Federal contract, grant, loan, orcooperative agreement.

2. If any funds other than Federal appropriated funds have been or will be paid to any person forinfluencing or attempting to influence an officer or employee of any agency, a Member ofCongress, an officer or employee of Congress, or an employee of a Member of Congress inconnection with this Federal contract or cooperative agreement, the undersigned shall completeand submit Standard Form LLL, "Disclosure of Lobbying Activities," in accordance with itsinstructions.

3. The undersigned shall require that the language of this certification be included in the awarddocuments for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiersand that all sub-recipients shall certify and disclose accordingly.

Signature of Respondent Mark Raima, Vice President, Government Sales

May 11, 2012

Date

Page 39 of 41

DOC #3 CONTRACTOR REQUIREMENTS

Contractor Certification

Contractor's Employment EligibilityBy entering the contract, Contractor warrants compliance with the Federal Immigration andNationality Act (FINA), and all other federal and state immigration laws and regulations. TheContractor further warrants that it is in compliance with the various state statues of the states it iswill operate this contract in.

Participating Government Entities including School Districts may request verification of compliancefrom any Contractor or subcontractor performing work under this Contract. These Entities reservethe right to confirm compliance in accordance with applicable laws.

Should the Participating Entities suspect or find that the Contractor or any of its subcontractors arenot in compliance, they may pursue any and all remedies allowed by law, including, but not limitedto: suspension of work, termination of the Contract for default, and suspension and/or debarmentof the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor.

The offerer complies and maintains compliance with the appropriate statutes which requirescompliance with federal immigration laws by State employers, State contractors and Statesubcontractors in accordance with the E-Verify Employee Eligibility Verification Program.

Contractor shall comply with governing board policy of the TCPN Participating entities in whichwork is being performed.

Fingerprint & Background ChecksIf required to provide services on school district property at least five (5) times during a month,contractor shall submit a full set of fingerprints to the school district if requested of each person oremployee who may provide such service. Alternately, the school district may fingerprint thosepersons or employees. An exception to this requirement may be made as authorized in GoverningBoard policy. The district shall conduct a fingerprint check in accordance with the appropriatestate and federal laws of all contractors, subcontractors or vendors and their employees for whichfingerprints are submitted to the district. Contractor, subcontractors, vendors and their employeesshall not provide services on school district properties until authorized by the District.

The offerer shall comply with fingerprinting requirements in accordance with appropriate statutes inthe state in which the work is being performed unless otherwise exempted.

Contractor shall comply with governing board policy in the school district or Participating Entity inwhich work is being performed.

Business Operations in Sudan, IranIn accordance with A.R.S. 35-391 and A.R.S. 35-393, the Contractor hereby certifies that thecontractor does not have scrutinized busines»ope/atjoiqs in Sudari and/or Iran.

Signature of Respondent Mark HaimaT Vice President, Govt Sales

May 11, 2012Date

Page 4O of 41

DOC #4 ANTITRUST CERTIFICATION STATEMENTS(Tex. Government Code § 2155.005)

I affirm under penalty of perjury of the laws of the State of Texas that:

(1) I am duly authorized to execute this contract on my own behalf or on behalf of the company,corporation, firm, partnership or individual (Company) listed below;

(2) In connection with this bid, neither I nor any representative of the Company has violated anyprovision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;

(3) In connection with this bid, neither I nor any representative of the Company has violated anyfederal antitrust law; and

(4) Neither I nor any representative of the Company has directly or indirectly communicated any ofthe contents of this bid to a competitor of the Company or any other company, corporation, firm,partnership or individual engaged in the same line of business as the Company.

i • • • - . .>>•-.-.„'

Vendor W.W. Grainger, Inc.

Local Address;

1 % 158 -

Corp. HeadquartersAddress 10° Grainger Pkwy

Lake Forest, IL 60045-5201

local

Phone

Fax

Bidder' Signature

Susan Heck,Printed Name

Government Sales ManagerPosition with Company

Authorizing Official

Signature

Mark HannaPrinted Name

Vice President, Govt SalesPosition with Company

Page 41 of 41

Exhibit 1

Tab One

State Address City Zip Code Phone Number

Branch,

Distribution

Center (DC)

or Market DC

Alabama 185 W. Oxmoor Rd. Birmingham 35209-6331 (205) 942-6741 Branch

Alabama 3735 First Ave. N. Birmingham 35222-1301 (205) 254-9050 Branch

Alabama 3090 Hwy. 20 Decatur 35601-7526 (256) 350-0408 Branch

Alabama 1912 Jordan Lane NW Huntsville 35816-1542 (256) 830-2150 Branch

Alabama 1241 Montlimar Dr. Mobile 36609-1712 (251) 661-1035 Branch

Alabama 541 George Todd Dr. Montgomery 36117-2233 (334) 270-0707 Branch

Alaska 6240 B St. Anchorage 99518-1727 (907) 562-5400 Branch

Arizona 775 E Baseline Rd Gilbert 85233-1203 (480) 308-7980 Branch

Arizona 960 N. 51st Ave Phoenix 85043 (602) 269-3115 Branch

Arizona 2002 W. Rose Garden Lane Phoenix 85027-2620 (623) 581-0017 Branch

Arizona 4465 E. Broadway Rd. Phoenix 85040-8892 (480) 966-9797 Branch

Arizona 3415 S. Dodge Blvd. Tucson 85713-5434 (520) 745-8200 Branch

Arkansas 3807 Planters Rd. Ft. Smith 72908-8461 (479) 646-6091 Branch

Arkansas 5304 E. Highland Dr. Jonesboro 72401-6803 (870) 972-8677 Branch

Arkansas 6100 Murray St. Little Rock 72209-8528 (501) 568-7800 Branch

Arkansas 1205 S. Old Missouri Rd. Springdale 72764-1152 (479) 756-2999 Branch

California 310 E. Ball Rd. Anaheim 92805-6312 (714) 776-8514 Branch

California 3900 Easton Dr. Bakersfield 93309-1083 (661) 327-4651 Branch

California 2950 Seventh Street Berkeley 94710-2745 (510) 540-5300 Branch

California 7565 N. Lockheed Dr. Burbank 91505-1045 (818) 253-7970 Branch

California 1360 Rollins Rd Burlingame 94010-2410 (650) 581-7508 Branch

California 1910 Rockefeller Dr. Ceres 95307-9295 (209) 541-1905 Branch

California 13710 Ramona Ave. Chino 91710-5423 (909) 664-9700 Branch

California 1150 Bay Blvd. Chula Vista 91911-2601 (619) 575-2025 Branch

California 6412 Tupelo Dr. #G Citrus Heights 95621-1773 (916) 728-2770 Branch

U.S. Branches

Alabama = 6 Branches

Alaska = 1 Branch

Arizona = 5 Branches

Arkansas = 4 Branches

California = 35 Branches, 2 DCs, 1 Market DC

Page 1 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesCalifornia 1050 W. Walnut St. Compton 90220-5112 (866) 486-7865 Branch

California 2288 Pike Ct. Concord 94520-1251 (925) 686-6654 Branch

California 1080 N. Magnolia Ave. El Cajon 92020-1918 (619) 442-9822 Branch

California 1335 Tuolumne St. Fresno 93706-2017 (559) 233-5707 Branch

California 12871 Western Ave., Suite A Garden Grove 92841-4032 (866) 613-7214 Branch

California 1617 Industrial Pkwy. W. Hayward 94544-7046 (510) 670-1095 Branch

California 10804 S. La Cienega Blvd. Inglewood 90304-1113 (866) 486-7865 Branch

California 12780 Schabarum Ave. Irwindale 91706-6801 (626) 337-7668 Branch

California 3090 E. Airport Way Long Beach 90806-2404 (562) 637-1173 Branch

California 570 S. Alameda St. Los Angeles 90013-1726 (888) 486-7865 Branch

California 4700 Hamner Ave. Mira Loma 91752-1018 (951) 727-2300 DC

California 8930 Winnetka Ave. Northridge 91324-3200 (818) 341-2808 Branch

California 101 S. Rice Ave. Oxnard 93030-7235 (805) 201-3800 Branch

California 2710 Keystone Pacific Parkway Patterson 95363 DC

California 9220 Hyssop Dr. Rancho Cucamonga 91730-6108 (909) 664-9700 Branch

California 1151 E. Columbia Ave. Riverside 92507-2113 (951) 787-1960 Branch

California 5760 Commerce Blvd. Rohnert Park 94928-1630 (707) 584-9211 Branch

California 1334 Dayton St. Salinas 93901-4416 (831) 757-0991 Branch

California 8001 Raytheon Rd. San Diego 92111-1608 (858) 278-5120 Branch

California 5500 Canyon Crest Dr. San Diego 92182-1401 (619) 287-2341 Branch

California 750 Brannan St. San Francisco 94103-4920 (415) 864-4700 Branch

California 2261 Ringwood Ave. San Jose 95131-1717 (408) 432-8200 Market DC

California 1321 Linda Vista Dr. San Marcos 92078-3804 (760) 471-0400 Branch

California 3195 Kerner Blvd. San Rafael 94901-5410 (415) 459-4112 Branch

California 2401 Pullman St. Santa Ana 92705-5508 (949) 255-5669 Branch

California 10137 S. Norwalk Blvd.. Santa Fe Springs 90670-3325 (562) 944-4628 Branch

California 2501 Stagecoach Rd. Stockton 95215-7909 (209) 466-2036 Branch

California 1190 Kern Ave Sunnyvale 94085-3907 (408) 470-1710 Branch

California 3691 Industrial Blvd. West Sacramento 95691-3456 (916) 372-7800 Branch

Colorado = 8 Branches, 1 Market DC

Page 2 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesColorado 3825 Walnut St. Ste 100 Boulder 80301-2525 (303) 998-0275 Branch

Colorado 12350 E Arapahoe Rd Ste C Centennial 80112-3897 (303) 400-5966 Branch

Colorado 610 Popes Bluff Trail Colorado Springs 80907-3512 (719) 598-9500 Branch

Colorado 6935 Broadway Denver 80221-2841 (303) 657-2709 Branch

Colorado 95 S. Tejon St. Denver 80223-1251 (303) 733-8777 Market DC

Colorado 4885 Paris St. Denver 80239-2811 (303) 371-2360 Branch

Colorado 4531 Innovation Dr. Fort Collins 80525-3406 (970) 223-2100 Branch

Colorado 716 Scarlet Dr. Grand Junction 81505-9429 (970) 256-1016 Branch

Colorado 12701 W. 42nd Ave. Ste. C Wheat Ridge 80033-2498 (303) 733-8777 Branch

Connecticut 75 Maxim Rd. Hartford 06114-1605 (860) 525-1967 Branch

Connecticut 124 Universal Dr. North Haven 06473-3630 (203) 777-2087 Branch

Connecticut 50 Graham Place Southington 06489-1511 (860) 276-9992 Branch

Connecticut 339 West Ave. Stamford 06902-6313 (203) 323-0005 Branch

Connecticut 120 Moffitt St. Stratford 06615-6718 (203) 551-7353 Branch

Delaware 117 Quigley Blvd. New Castle 19720-4103 (302) 322-1840 Branch

Dist of Columbia 331 N. St. NE Washington 20002-4930 (202) 609-6470 Branch

Florida 1001 Douglas Ave. Altamonte Springs 32714-2029 (407) 682-6567 Branch

Florida 12579 49th St. N. Clearwater 33762-4313 (727) 573-1777 Branch

Florida 843 Bill France Blvd. Daytona Beach 32117-5110 (386) 274-5050 Branch

Florida 2255 NW 89th Place Doral 33172-2428 (305) 594-0587 Branch

Florida 12431 Metro Pkwy. Ft. Myers 33966-1316 (239) 768-5999 Branch

Florida 8001 Forshee Drive Jacksonville 32219 DC

Florida 720 Suemac Rd. Jacksonville 32254-2770 (904) 781-8350 Branch

Florida 8450 Phillips Hwy. Jacksonville 32256-8206 (904) 636-8896 Branch

Florida 3204 Winter Lake Rd Ste 8 Lakeland 33803-9751 (863) 797-1950 Branch

Florida 7200 NW 37th Ave. Miami 33147-5838 (305) 693-0959 Branch

Connecticut = 5 Branches

Delaware = 1 Branch

District of Columbia = 1 Branches

Florida = 19 Branches and 1 DC

Page 3 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesFlorida 10900 SW Quail Roost Dr. Miami 33157-6698 (305) 253-5563 Branch

Florida 2620 SW 17th Rd., Ste 300 Ocala 34471-2096 (352) 732-8084 Branch

Florida 4180 L B Mcleod Rd. Orlando 32811-5695 (407) 843-3220 Branch

Florida 2757 S. Park Rd. Pembroke Park 33009-3817 (954) 987-9801 Branch

Florida 4405 N. Palafox St. Pensacola 32505-2922 (850) 435-4771 Branch

Florida 2131 SW 2nd St. Bldg 8 Pompano Beach 33069-3100 (954) 524-4374 Branch

Florida 6685 Whitfield Industrial Ave. Sarasota 34243-4012 (941) 753-3904 Branch

Florida 3924 W. Pensacola St. Tallahassee 32304-2838 (850) 575-4137 Branch

Florida 1820 Tampa East Blvd. Tampa 33619-3052 (813) 622-7223 Branch

Florida 101 S. Wickham Rd. West Melbourne 32904-1131 (321) 951-1985 Branch

Florida 1800 N. Florida Mango Rd. West Palm Beach 33409-6406 (561) 684-6895 Branch

Georgia 1205 Commerce Rd. Athens 30607-1101 (706) 546-0595 Branch

Georgia 6000 N. Terminal Pkwy Atlanta 30320 (888) 803-7320 Branch

Georgia 1721 Marietta Blvd. NW Atlanta 30318-3646 (888) 803-7320 Branch

Georgia 1516 Gordon Hwy. Augusta 30906-2006 (706) 560-0808 Branch

Georgia 1200 10th Ave. Columbus 31901-2621 (706) 324-3026 Branch

Georgia 708 Rustwood Street Dalton 30721-3323 (706) 275-0511 Branch

Georgia 5300 Frontage Rd. Forest Park 30297-2516 (888) 803-7320 Branch

Georgia 1324 US Highway 80 W Garden City 31408-2547 (912) 395-8700 Branch

Georgia 2048 Paul Walsh Dr. Macon 31206-3168 (478) 781-4941 Branch

Georgia 631 S. Marietta Pkwy SE Marietta 30060-2748 (888) 803-7320 Branch

Georgia 6655 Crescent Dr Norcross 30071-2934 (888) 803-7320 Branch

Hawaii 2833 Paa Street Honolulu 96819-4406 (808) 423-0028 Branch

Hawaii Second Street, Bldg 209 Kaneohe Bay 96863 (808) 423-0028 Branch

Idaho 5576 Irving St. Boise 83706-1216 (208) 377-2801 Branch

Illinois 1545 W. Fullerton Ave. Addison 60101-3017 (630) 953-9933 Branch

Illinois = 16 Branches and 1 DC

Georgia = 11 Branches

Hawaii = 2 Branches

Idaho = 1 Branch

Page 4 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesIllinois 6001 W. 115th St. Alsip 60803-5152 (708) 396-1900 Branch

Illinois 475 E. Algonquin Rd. Arlington Heights 60005-4620 (847) 593-1330 Branch

Illinois 7591 Brush Hill Rd. Burr Ridge 60527-7575 (630) 323-0255 Branch

Illinois 6450 S. Austin Ave. Chicago 60638-5394 (773) 586-0244 Branch

Illinois 2221 N. Elston Ave. Chicago 60614-2905 (773) 486-9933 Branch

Illinois 2356 S Ashland Ave Chicago 60608 (773) 475-0251 Branch

Illinois 2701 Ogden Ave. Downers Grove 60515-1704 (630) 810-9933 Branch

Illinois 2530 Vantage Dr. Elgin 60124-7881 (847) 851-1542 Branch

Illinois 3240 Mannheim Rd. Franklin Park 60131-1532 (847) 451-6955 Branch

Illinois 8045 River Dr. Morton Grove 60053-2651 (847) 965-7600 Branch

Illinois 5959 West Howard St Niles 60714 DC

Illinois 1017 SW Jefferson Ave. Peoria 61605-3948 (309) 672-2900 Branch

Illinois 1820 Moen Ave. Rockdale 60436-9022 (815) 280-7600 Branch

Illinois 5862 Harrison Ave Rockford 61108-8127 (815) 229-0313 Branch

Illinois 3585 Sunset Ave. Waukegan 60087-3217 (847) 263-9933 Branch

Illinois 1200 S. Wolf Rd. Wheeling 60090-6442 (847) 541-8040 Branch

Indiana 21 N National Rd. Columbus 47201-7828 (812) 376-0878 Branch

Indiana 58300 State Rd.19 Elkhart 46517-9413 (574) 296-7595 Branch

Indiana 837 N. Congress Ave. Evansville 47715-2452 (812) 479-0261 Branch

Indiana 5002 Speedway Dr. Ft. Wayne 46825-5245 (260) 484-9565 Branch

Indiana 1701 Cline Ave. Gary 46406-2225 (219) 554-3886 Branch

Indiana 1819 W. 16th St. Indianapolis 46202-2032 (317) 632-8341 Branch

Indiana 9210 Corporation Dr. Indianapolis 46256-1017 (317) 842-2497 Branch

Indiana 4501 S. Cowan Rd. Muncie 47302-9556 (765) 741-8100 Branch

Indiana 1750 Commerce Dr. South Bend 46628-1565 (574) 287-2351 Branch

Iowa 715 33rd Ave. SW Cedar Rapids 52404-3924 (319) 366-7174 Branch

Iowa 961 E. 53rd St. Davenport 52807-2633 (563) 391-6015 Branch

Iowa 1811 E. Sheridan Ave. Des Moines 50316-1803 (515) 266-3460 Branch

Indiana = 9 Branches

Iowa = 4 Branches

Page 5 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesIowa 2500 Hwy. 75 N. Sioux City 51105-2441 (712) 255-3548 Branch

Kansas 14790 W. 99th St. Lenexa 66215-1109 (913) 492-8550 Branch

Kansas 241 SW 32nd Terrace Topeka 66611-2295 (785) 267-1860 Branch

Kansas 1920 S. West St. Wichita 67213-1108 (316) 945-5101 Branch

Kentucky 10075 Sam Neace Dr. Florence 41042-8960 (859) 371-3984 Branch

Kentucky 1351 Georgetown Rd. Lexington 40511-2503 (859) 252-2302 Branch

Kentucky 6708 Grade Lane Ste 701 Louisville 40213-3403 (502) 568-6062 Branch

Kentucky 1901 Plantside Dr. Louisville 40299-1919 (502) 499-0001 Branch

Kentucky 3160 Parisa Dr. Paducah 42003-4582 (270) 443-0543 Branch

Louisiana 8188 Tom Dr. Baton Rouge 70815-8046 (225) 923-0215 Branch

Louisiana 12455 Airline Highway Baton Rouge 70817 (225) 756-9340 Branch

Louisiana 9506 Ashland Rd Gonzales 70737 (225) 644-0740 Branch

Louisiana 5366 Highway 311 Houma 70360 (985) 851-5501 Branch

Louisiana 1508 Eraste Landry Rd. Lafayette 70506-1989 (337) 237-0507 Branch

Louisiana 901 Frontage Rd. E. Hwy 90 New Iberia 70560 (337) 369-8820 Branch

Louisiana 825 Distributors Row New Orleans 70123-3209 (504) 733-9742 Branch

Louisiana 601 S. Galvez St. New Orleans 70119-7517 (504) 822-7600 Branch

Louisiana 5126 Hollywood Ave. Shreveport 71109-7716 (318) 635-9120 Branch

Louisiana 2502 S Cities Service Hwy Sulphur 70663 (337) 626-0788 Branch

Louisiana 500 Thomas Rd. West Monroe 71292-9454 (318) 324-0404 Branch

Maine 425 Warren Ave. Portland 04103-1287 (207) 797-7693 Branch

Maryland 10981 Guilford Rd. Annapolis Junction 20701-1125 (301) 543-4900 Branch

Maryland 8820 Citation Rd. Baltimore 21221-3101 (410) 391-9000 Branch

Maryland 2100 Haines St. Baltimore 21230-3206 (410) 234-0184 Branch

Maryland 4748 Forbes Blvd. Lanham 20706-4302 (301) 459-7780 Branch

Maine = 1 Branch

Maryland = 6 Branches

Kansas = 3 Branches

Kentucky = 5 Branches

Louisiana = 11 Branches

Page 6 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesMaryland 701 Dover Road Rockville 20850-1392 (301) 869-0011 Branch

Maryland 2032 Greenspring Dr. Timonium 21093-4114 (410) 560-1330 Branch

Massachusetts 160 Broadway Everett 02149-2460 (617) 389-6677 Branch

Massachusetts 34 Blandin Ave. Framingham 01702-7020 (508) 820-1500 Branch

Massachusetts 121 Marston St. Lawrence 01841-2252 (978) 794-4773 Branch

Massachusetts 428 University Ave. Norwood 02062-2638 (781) 762-7375 Branch

Massachusetts 790 Cottage St. Springfield 01104-3221 (413) 781-7525 Branch

Massachusetts 125 John Hancock Rd. Taunton 02780-1055 (508) 880-0067 Branch

Massachusetts 400 Arsenal St. Watertown 02472-2805 (617) 923-1730 Branch

Massachusetts 31 Cabot Rd. Woburn 01801-1003 (781) 935-8808 Branch

Massachusetts 209 Brooks St. Worcester 01606-3307 (508) 853-7300 Branch

Michigan 2915 Boardwalk St. Ann Arbor 48104-6765 (734) 662-1060 Branch

Michigan 2611 Superior Ct. Auburn Hills 48326-4313 (248) 732-1151 Branch

Michigan 1201 W. Lafayette Blvd. Detroit 48226-3008 (313) 965-3500 Branch

Michigan 23800 Haggerty Rd Ste 2 Farmington Hills 48335-2617 (888) 805-8832 Branch

Michigan 23800 Haggerty Rd. Farmington Hills 48335-2617 (248) 474-0300 Branch

Michigan 2711 Lapeer Rd. Flint 48503-4354 (810) 239-8008 Branch

Michigan 3803 Roger B Chaffee SE Grand Rapids 49548-3437 (616) 241-6781 Branch

Michigan 767 Chicago Dr. Holland 49423-3003 (616) 392-2416 Branch

Michigan 2476 Azo Dr. Kalamazoo 49048-9540 (269) 381-8500 Branch

Michigan 5617 Enterprise Dr. Lansing 48911-4194 (517) 394-2010 Branch

Michigan 1587 E. Whitcomb Ave. Madison Heights 48071-1415 (248) 585-4100 Branch

Michigan 6874 Middlebelt Rd. Romulus 48174-2041 (734) 728-7891 Branch

Michigan 220 W. Morley Dr. Saginaw 48601-9464 (989) 755-0556 Branch

Michigan 3025 Cass Rd. Traverse City 49684-8849 (231) 933-3697 Branch

Michigan 25940 Groesbeck Hwy. Warren 48089-4144 (586) 772-7790 Branch

Minnesota 201 E. 78th St. Bloomington 55420-1249 (952) 888-2502 Branch

Massachusetts = 9 Branches

Michigan = 15 Branches

Minnesota = 3 Branches, 1 Market DC

Page 7 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesMinnesota 101 N. 46th Ave. W. Duluth 55807-2763 (218) 624-4274 Branch

Minnesota 2450 Annapolis Lane N. Plymouth 55441-3600 (763) 531-0300 Market DC

Minnesota 345 Plato Blvd E Ste 120 St. Paul 55107-1211 (651) 298-9601 Branch

Mississippi 3551 I-55 S. Jackson 39212-4963 (601) 372-2525 Branch

Mississippi 4300 Old Airways Rd. Southaven 38671-1865 (662) 536-5100 DC

Missouri 1406 Vandiver Dr. Columbia 65202-3920 (877) 423-7087 Branch

Missouri 1780 Gilsinn Lane Fenton 63026-2004 (636) 343-0893 Branch

Missouri 2300 E. 18th St. Kansas City 64127-2543 (816) 241-5600 Branch

Missouri 11200 E 210 Highway Kansas City 64161 DC

Missouri 2535 Metro Blvd. Maryland Heights 63043-2409 (314) 569-1630 Branch

Missouri 1443 Swift Ave. North Kansas City 64116-3921 (816) 241-5600 Branch

Missouri 9 Commerce Dr. O'Fallon 63366-4413 (636) 696-4040 Branch

Missouri 808 N. Cedarbrook Ave. Springfield 65802-2522 (417) 831-4059 Branch

Missouri 2227 Clark Ave. St. Louis 63103-2539 (314) 231-5031 Branch

Montana 221 Moore Lane Billings 59101-3418 (406) 252-6311 Branch

Nebraska 100 Oakcreek Dr. Lincoln 68528-1584 (402) 476-9014 Branch

Nebraska 9345 J St. Omaha 68127-1206 (402) 339-1800 Branch

Nevada 2401 Western Ave. Las Vegas 89102-4815 (702) 385-6833 Branch

Nevada 900 Packer Way Sparks 89431-6441 (775) 331-7504 Branch

New Hampshire 370 E. Industrial Dr. Manchester 03109-5310 (603) 668-7161 Branch

New Jersey 13 New Jersey Ave. #17 Atlantic City 08401-5201 (609) 347-2500 Branch

New Jersey 308 Allwood Rd. Clifton 07012-1701 (973) 777-7700 Branch

New Jersey 55 Jackson Dr. Cranford 07016-3582 (908) 272-7156 Branch

Missouri = 8 Branches and 1 DC

Montana = 1 Branch

Nebraska = 2 Branches

Nevada = 2 Branches

New Hampshire = 1 Branch

New Jersey = 10 Branches and 1 DC

Mississippi = 1 Branch and 1 DC

Page 8 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesNew Jersey 212 Industrial Way W. Eatontown 07724-2206 (732) 542-3636 Branch

New Jersey 560-596 Bercik St. Suite 1 Elizabeth 7201 (908) 787-1952 Branch

New Jersey 277 Route 46 Fairfield 07004-2415 (973) 227-7220 Branch

New Jersey 819 E Gate Dr. Mt. Laurel 08054-1208 (856) 234-8550 Branch

New Jersey 18 Applegate Drive Robbinsville 08691 DC

New Jersey 1001 Hadley Rd. South Plainfield 07080-1102 (908) 561-7990 Branch

New Jersey 506 US Highway 46 Ste A Teterboro 07608-1104 (201) 262-6500 Branch

New Jersey 1585 N. Olden Ave. Trenton 08638-3203 (609) 394-2620 Branch

New Mexico 3901 Osuna Rd. NE Albuquerque 87109-4431 (505) 345-8631 Branch

New Mexico 1201 San Juan Blvd. Farmington 87401-2723 (505) 327-9953 Branch

New York 35 Corporate Circle Albany 12203-5154 (518) 869-1414 Branch

New York 199 Orville Dr. Bohemia 11716-2515 (631) 567-8591 Branch

New York 1143 Longwood Ave Bronx 10474-5712 (718) 503-9770 Branch

New York 815 3rd Ave. Brooklyn 11232-1511 (718) 965-1430 Branch

New York 50 McKesson Pkwy. Buffalo 14225-5116 (716) 684-1000 Branch

New York 6285 E. Molloy Rd. East Syracuse 13057-1037 (315) 433-2771 Branch

New York 505 Saw Mill River Rd. Elmsford 10523-1009 (914) 347-6800 Branch

New York 9446 River Road Marcy 13403-2342 (315) 734-0424 Branch

New York 58-45 Grand Ave. Maspeth 11378-3230 (718) 326-1598 Branch

New York 1 Park Dr. Melville 11747-3035 (631) 391-3030 Branch

New York 2040 Jericho Turnpike New Hyde Park 11040-4741 (516) 358-6200 Branch

New York 150 Varick St. New York 10013-1218 (212) 629-5660 Branch

New York 300 Corporate Blvd. Newburgh 12550-6402 (845) 567-6900 Branch

New York 1999 Mt. Read Blvd. Rochester 14615-3700 (585) 427-8570 Branch

New York 430 W. Metro Park Rochester 14623-2619 (585) 427-8570 Branch

New York 2809 Old Vestal Rd. Vestal 13850-2047 (607) 729-1133 Branch

North Carolina 834 Riverside Dr. Asheville 28804-3222 (828) 258-8986 Branch

New Mexico = 2 Branches

New York = 16 Branches

North Carolina = 10 Branches

Page 9 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesNorth Carolina 1401 S. Mint St. Charlotte 28203-4135 (704) 376-0785 Branch

North Carolina 2915 Gillespie St. Fayetteville 28306-3323 (910) 868-2376 Branch

North Carolina 2533 N. Chester St. Gastonia 28052-1807 (704) 861-9239 Branch

North Carolina 2506 Greengate Dr. Greensboro 27406-5241 (336) 275-0523 Branch

North Carolina 204 Dexter St. Greenville 27834-6367 (252) 756-9765 Branch

North Carolina 7 11th St. NW Hickory 28601-5916 (828) 322-6614 Branch

North Carolina 4820 Signett Dr. Raleigh 27616-2824 (919) 790-0888 Branch

North Carolina 505 Covil Ave. Wilmington 28403-2652 (910) 762-3088 Branch

North Carolina 8101 N. Point Blvd. Winston Salem 27105-2556 (336) 759-2000 Branch

North Dakota 3825 12th Ave. N. Fargo 58102-2906 (701) 282-8905 Branch

Ohio 420 Kennedy Rd. Akron 44305-4424 (330) 733-6311 Branch

Ohio 1035 Valley Belt Rd. Brooklyn Hts. 44131-1432 (216) 398-1880 Branch

Ohio 1721 6th St. SW Canton 44706-1203 (330) 588-9111 Branch

Ohio 4420 Glendale Milford Rd. Cincinnati 45242-3708 (513) 563-7100 Branch

Ohio 939 W. 8th St. Cincinnati 45203-1131 (513) 621-3900 Branch

Ohio 3640 Interchange Rd. Columbus 43204-1434 (614) 276-5231 Branch

Ohio 2321 Needmore Road Dayton 45414-4147 (937) 236-4260 Branch

Ohio 1455 E. 2nd St. Franklin 45005-1838 (937) 743-3940 Branch

Ohio 8700 Le Saint Drive Hamilton 45014-2260 (513) 341-2060 Branch

Ohio 915 Industry Ave. Lima 45804-4171 (419) 228-1185 Branch

Ohio 8211 Bavaria Rd. Macedonia 44056-2259 (330) 425-8388 DC

Ohio 1040 National Pkwy. Mansfield 44906-1909 (419) 529-8410 Branch

Ohio 7576 Tyler Blvd. Mentor 44060-4868 (440) 942-4499 Branch

Ohio 1300 Third St. Perrysburg 43551-4349 (419) 666-3320 Branch

Ohio 6999 Huntley Rd. Worthington 43229-1031 (614) 846-5220 Branch

Ohio 360 Victoria Rd. Youngstown 44515-2026 (330) 793-9381 Branch

Oklahoma 4314 Will Rogers Pkwy. Oklahoma City 73108-1864 (405) 943-9631 Branch

Ohio = 15 Branches and 1 DC

Oklahoma = 2 Branches

North Dakota = 1 Branch

Page 10 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesOklahoma 10707 E. Pine St. Tulsa 74116-1547 (918) 836-8631 Branch

Oregon 2950 Chad Dr. Eugene 97408-7343 (541) 342-7606 Branch

Oregon 6335 N. Basin Ave. Portland 97217-3915 (503) 283-0366 Branch

Pennsylvania 2011 Avenue C Bethlehem 18017-2117 (610) 264-7561 Branch

Pennsylvania 1037 O'Neill Hwy. Dunmore 18512-1703 (570) 961-2436 Branch

Pennsylvania 415 W. 12th St. #2 Erie 16501-1505 (814) 456-4570 Branch

Pennsylvania 1530 Delmar Dr. Folcroft 19032-2102 (610) 534-5600 Branch

Pennsylvania 580 Lancaster Ave. Frazer 19355-1808 (610) 727-5251 Branch

Pennsylvania 4320 Lewis Rd. Harrisburg 17111-2538 (717) 561-8322 Branch

Pennsylvania 413 Granite Run Dr. Lancaster 17601-6809 (717) 560-3630 Branch

Pennsylvania 2560 Blvd. Of The Generals Norristown 19403-5228 (610) 630-9070 Branch

Pennsylvania 401 N. 8th St. Philadelphia 19123-3902 (215) 238-8820 Branch

Pennsylvania 10401 Drummond Rd. Philadelphia 19154-3805 (215) 632-4700 Branch

Pennsylvania 201 RIDC Park West Dr. Pittsburgh 15275-1003 (412) 788-8899 Branch

Pennsylvania 120 Beta Dr. Pittsburgh 15238-2932 (412) 963-8700 Branch

Pennsylvania 3150 Liberty Ave. Pittsburgh 15201-1416 (412) 281-4477 Branch

Pennsylvania 4201A Pottsville Pike Reading 19605-1205 (610) 929-8144 Branch

Pennsylvania 17 Bonair Dr. Warminster 18974-4811 (215) 956-0900 Branch

Pennsylvania 182 Butler St. Wilkes Barre 18702-4465 (570) 825-7850 Branch

Pennsylvania 1000 Vogelsong Rd. York 17404-6401 (717) 767-5802 Branch

Rhode Island 78 Jefferson Blvd. Warwick 02888-1064 (401) 467-9160 Branch

South Carolina 101 Southchase Blvd. Fountain Inn 29644-9019 (864) 862-1000 DC

South Carolina 730 Congaree Rd. Greenville 29607-3598 (864) 288-0110 Branch

South Carolina 7401 Pepperdam Ave. North Charleston 29418-8434 (843) 552-6504 Branch

South Carolina 550 Chris Dr. West Columbia 29169-4669 (803) 926-8100 Branch

Rhode Island = 1 Branch

South Carolina = 5 Branches and 1 DC

South Dakota = 1 Branch

Oregon = 2 Branches

Pennsylvania = 17 Branches

Page 11 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesSouth Dakota 500 E. 50th St. N. Sioux Falls 57104-0631 (605) 339-9164 Branch

Tennessee 902 Creekside Rd. Chattanooga 37406-1053 (423) 698-8525 Branch

Tennessee 3105 Hanover Rd. Johnson City 37604-1430 (423) 282-4044 Branch

Tennessee 6500 Baum Dr. Knoxville 37919-7309 (865) 588-2956 Branch

Tennessee 1901 Nonconnah Blvd. Memphis 38132-2106 (901) 396-9740 Branch

Tennessee 1938 Elm Tree Dr. Nashville 37210-3718 (615) 885-0332 Branch

Tennessee 1021 Charlotte Ave. Nashville 37203-3405 (615) 255-2012 Branch

Texas 5807 Canyon Dr. Amarillo 79110-3026 (806) 355-4884 Branch

Texas 2251 E. Division St. Ste A Arlington 76011-6619 (817) 505-0912 Branch

Texas 6006 E. Ben White Blvd. Austin 78741-7504 (512) 837-7440 Branch

Texas 7950 Research Blvd. Ste 101 Austin 78758-8425 (512) 837-7440 Branch

Texas 125 Sawyer St. Beaumont 77702-2216 (409) 838-3716 Branch

Texas 1408 W. Villa Maria Rd Bryan 77801-4213 (979) 821-0100 Branch

Texas 1305 N. Interstate 35E Carrollton 75006-8628 (972) 236-1103 Branch

Texas 2323 N. Frazier St Conroe 77303-1754 (936) 523-4800 Branch

Texas 430 Sun Belt Dr. Corpus Christi 78408-2411 (361) 289-9201 Branch

Texas 8321 John W Carpenter Fwy Dallas 75247-4724 (214) 637-2380 Branch

Texas 4242 Platinum Way Dallas 75237-1618 (214) 330-4714 Branch

Texas 2500 Pacific Ave. Dallas 75226-1433 (214) 748-4600 Branch

Texas 1251 Hall Court Deer Park 77536-6558 (281) 241-3041 Branch

Texas 1400 Lomaland Dr. El Paso 79935-5207 (915) 598-1180 Branch

Texas 4207 Simonton Rd. Farmers Branch 75244-5210 (972) 991-1561 Branch

Texas 300 W. Vickery Blvd Ft. Worth 76104-1201 (817) 840-9501 Branch

Texas 5000 Northeast Pkwy. Ft. Worth 76106-1819 (817) 625-2131 Branch

Texas 4924 Cambridge Rd Ft. Worth 76155-2248 (817) 508-7103 Branch

Texas 2701 W. Kingsley Rd. Garland 75041-2406 (972) 278-8110 Branch

Texas 4545 Darien St. Houston 77028-5911 (713) 675-2544 Branch

Texas 7777 Parnell St. Houston 77021-6008 (000) 000-0000 Branch

Tennessee = 6 Branches

Texas = 38 Branches and 1 DC

Page 12 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesTexas 8200 Pinemont Dr. Houston 77040-6500 (713) 462-1551 Branch

Texas 1222 S Loop W Houston 77054-4012 (713) 748-8280 Branch

Texas 17010 Katy Fwy. Houston 77094-1410 (832) 772-1600 Branch

Texas 16741 North Freeway Houston 77090-5105 (281) 876-1180 Branch

Texas 6050 Southwest Freeway Houston 77057-7514 (713) 783-9012 Branch

Texas 3232 Harrisburg Blvd. Houston 77003-2436 (713) 225-4106 Branch

Texas 610 Gale St. Laredo 78041-6005 (956) 717-0050 Branch

Texas 1507 W. Cotton St. Longview 75604-5522 (903) 758-5125 Branch

Texas 502 E. 40th St. Lubbock 79404-2816 (806) 747-3594 Branch

Texas 921 E. Pecan Blvd. McAllen 78501-5710 (956) 682-6321 Branch

Texas 4110 S. County Rd. 1276 Midland 79706-3042 (432) 561-8655 Branch

Texas 2601 E. Plano Pkwy. Plano 75074-7416 (972) 423-2127 Branch

Texas 201 Freedom Dr. Roanoke 76262-3320 DC

Texas 5011 Rittiman Rd. San Antonio 78218-4638 (210) 654-4020 Branch

Texas 4924 NW Loop 410 San Antonio 78229-5312 (210) 521-7861 Branch

Texas 3900 Greenbriar Dr. Stafford 77477-3919 (281) 240-4444 Branch

Texas 6901 Imperial Dr. Waco 76712-6813 (254) 751-1415 Branch

Texas 113 Henrietta St. Wichita Falls 76301-7024 (940) 767-1781 Branch

Utah 2958 South 1900 W. Ogden 84401-3228 (800) 475-1357 Branch

Utah 2775 S. 900 W. Salt Lake City 84119-2447 (801) 972-1340 Branch

Vermont 20 Gregory Dr. South Burlington 05403-6046 (802) 658-4988 Branch

Virginia 101 International Dr. Dulles 20166-9442 (571) 203-9003 Branch

Virginia 2947 Gallows Rd. Falls Church 22042-1024 (703) 698-1503 Branch

Virginia 18395 Forest Rd. Lynchburg 24502-4355 (434) 385-0353 Branch

Virginia 809 Middle Ground Blvd. Newport News 23606-4209 (757) 873-7600 Branch

Virginia 1401 Sewells Point Rd. Norfolk 23502-2057 (757) 855-3153 Branch

Virginia 2424 Magnolia Court Richmond 23223-2332 (804) 649-0731 Branch

Vermont = 1 Branch

Virginia = 8 Branches

Utah = 2 Branches

Page 13 of 16

Exhibit 1

Tab One


Branch,

Distribution

Center (DC)

or Market DC

U.S. Branches

Alabama = 6 BranchesVirginia 821 5th St. NE Roanoke 24016 (540) 982-3543 Branch

Virginia 7400 Boston Blvd. Springfield 22153-3121 (703) 644-8500 Branch

Washington 2221 120th Ave. NE Bellevue 98005-2110 (425) 643-7754 Branch

Washington 939 N. Callow Ave. Ste. 100 Bremerton 98312-3806 (360) 373-5600 Branch

Washington 3013 Walnut St. Everett 98201-3846 (425) 303-8851 Branch

Washington 2802 Pacific Hwy. E. Fife 98424-1021 (253) 922-2268 Branch

Washington 3306 W. Marie St. Pasco 99301-3899 (509) 545-5065 Branch

Washington 4930 3rd Ave. S. Seattle 98134-2308 (206) 767-4500 Market DC

Washington 5706 E. Broadway Ave. Spokane Valley 99212-0912 (509) 535-9882 Branch

Washington 6725 S. Todd Blvd. Tukwila 98188-4771 (425) 251-5030 Branch

Washington 905 1/2 S. 1st St. Yakima 98901-3401 (509) 457-1518 Branch

West Virginia 3000 7th Ave. W. Charleston 25312-1756 (304) 744-1383 Branch

West Virginia 440 3rd Ave. Huntington 25701-1305 (304) 523-4231 Branch

West Virginia 2 Airport Blvd. Morgantown 26505-2979 (304) 284-9704 Branch

West Virginia 900 Division St. Parkersburg 26101-6051 (304) 428-6579 Branch

Wisconsin 600 N. Lynndale Dr. Appleton 54914-3021 (920) 731-9515 Branch

Wisconsin 751 Morris Ave. Green Bay 54304-4558 (920) 497-2225 Branch

Wisconsin 501 Atlas Ave. Madison 53714-3107 (608) 221-3861 Branch

Wisconsin 5819 N. 117th St. Milwaukee 53225-2245 (414) 353-7400 Branch

Wisconsin 202 N. Jackson St. Milwaukee 53202-5903 (414) 223-4328 Branch

Wisconsin 7025 S. 10th St. Oak Creek 53154-1421 (414) 762-4422 Branch

Wisconsin 3711 S. Memorial Dr. Racine 53403-3865 (262) 554-6887 Branch

Wisconsin N21 W23020 Watertown Rd. Waukesha 53188-1001 (262) 547-4430 Branch

Wisconsin 4455 Stewart Ave. Wausau 54401-3866 (715) 848-3024 Branch

Wyoming 1110 Wilkins Circle Casper 82601-1331 (307) 577-5797 Branch

Wisconsin = 9 Branches

Wyoming = 1 Branch

Washington = 8 Branches, 1 Market DC

West Virginia = 4 Branches

Page 14 of 16

Exhibit 1

Tab Two

StateNumber of

Branches

Distribution Center

(DC) and

Market DC Location

Alabama 6

Alaska 1

Arizona 5

Arkansas 4

California 35Mira LomaPatteronSan Jose

Colorado 9

Connecticut 5

Delaware 1

District of Columbia 1

Florida 19 Jacksonville

Georgia 11

Hawaii 2

Idaho 1

Illinois 16 Niles (Chicago area)

Indiana 9

Iowa 4

Kansas 3

Kentucky 5

Louisiana 11

Maine 1

Maryland 6

Massachusetts 9

Michigan 15

Minnesota 3 Plymouth

Mississippi 1 Southaven

Missouri 8 Kansas City

Montana 1


Page 15 of 16

Exhibit 1

Tab Two

StateNumber of

Branches

Distribution Center

(DC) and

Market DC Location


Nebraska 2

Nevada 2

New Hampshire 1

New Jersey 10 Robbinsville

New Mexico 2

New York 16

North Carolina 10

North Dakota 1

Ohio 15 Cleveland

Oklahoma 2

Oregon 2

Pennsylvania 17

Rhode Island 1

South Carolina 5 Greenville

South Dakota 1

Tennessee 6

Texas 38 Dallas

Utah 2

Vermont 1

Virginia 8

Washington 8 Seattle

West Virginia 4

Wisconsin 9

Wyoming 1

Page 16 of 16

5.11 Tactical Series®

Sell Sheets

MA4716 cover

At 5.11 Tactical Series®, we create products that exceed the needs of our customers with functional innovation while delivering exceptional value.

1

5.11 Tactical® Tactical Pant...............................35.11 Tactical® Taclite® Pro Pant.......................85.11 Tactical® Covert Cargo Pant....................135.11 Tactical® Professional Polo......................175.11 Tactical® Performance Polo.....................205.11 Tactical® Tactical Polo.............................235.11 Tactical® Tactical Shirt...........................265.11 Tactical® Taclite® Pro Shirt.....................305.11 Tactical® Taclite® Pro Shorts..................335.11 Tactical® 3-in-1 Parka.............................365.11 Tactical® Hi-Vis Responder Parka........395.11 Tactical® Chameleon Jacket...................425.11 Tactical® Utili-T........................................455.11 Tactical® Holster Shirt.............................485.11 Tactical® TDU® Pant...............................525.11 Tactical® Tactical Shorts.........................545.11 Tactical® Job Shirts..................................565.11 Tactical® ATAC 8” Boot.........................585.11 Tactical® Level 1 Sock.............................60

Contents

br1cih

TextBox

Exhibit 2

br1cih

TextBox

Please note: In the spirit of sustainability, Grainger is submitting this 61 page Exhibit in its entirety electronically but printing only the first page for our hard copy proposal response.

br1cih

TextBox

Exhibit 3

br1cih

TextBox

Please note: In the spirit of sustainability, Grainger is submitting this 8 page Exhibit in its entirety electronically but printing only the first page for our hard copy proposal response.

Your Source for Fire and Firefighting Products

CATEGORY RANGE OF PRODUCTS BRANDS

Safety Turnout Gear - Coats and Pants, Firefighting Hoods, Fire Fighting Helmets, Firefighting Helmet Accessories, Firefighting gloves, Firefighting Boots, Self Contained, Breathing Apparatus (SCBA), Air Rescue Gloves, Extrication Gloves, Search and Rescue Helmets/Fall Protection, Patient Handling, Immobilization, Extrication and Transport, Search and Rescue Kits, Confined Space Firefighting Nozzles, Coldwater Rescue, Signage, Medical Instruments, High Vis Vests, Fire Extinguishers

Sperian, Vanguard, PGIMSA, Pelican, Ergodyne, Fireman VIII, Ringers, Miller, Petzl, Ferno, North Safety, Dupont, Allegro, Viper, Stearns, Brady, Eagle, Mabis DMI, 3M

Hazmat Decontamination Showers, Decontamination Kits, Decontamination Decks and Accessories, Decontamination Spill Control, Radiation Detector, Radiation Alert Monitor, Chemical Agent Detector, Shower Manifolds, Hazmat Personal Protection Kit, Chemical Resistant Garments, Hand Protection, Respirators, Air Purifying Respirators, CBRN Powered Air Purifying Respirators, Footwear, Sorbents, Hazmat Storage

DuPont, DQE, 3M, Ansell, North, Servus

Medical Supplies Apparel, Gear Bags/Cases/Kits, Vests, Training Tools, Accountability Tracker Board, Oxygen Regulator and Cylinder, Medical Instruments, Respirators, Hand Protection, Patient Immobilization, Extrication, Patient Handling and Transport

3M, DQE, Ergodyne, Ferno, Fieldtex, First Aid Only, Gerber, HK Porter, Horacesmall, Kamp-Rite, Lacrosse, Life Corporation, Mabis DMI, Medline, North, Omron, Pelican, Ringers, Sala, Sellstrom, Stat Packs, Steiner, Swift, Tanaka

Power Tools Cordless Saws, Cordless Drills, Cordless Hammer Drills, Cordless Impact Wrenches, Drivers, Tools and Combo Kits, Cordless Combo Kits, Gas Cut-Off Saws, Accessories, Welding

Milwaukee, Dewalt, Bosch, Husqvarna, Miller, Ingersoll Rand

Hand Tools Chain Saws, Saws, Rubbish/Roof Vent Hook D-Grip, Ceiling/Wall Hook Pole D-Grip, Pike Pole, Heavy Duty Pike Pole, Fire Rake, Bolt Cutters, Fire Axes, Non-Sparking Flat Head Axe, Non-Sparking Sledge Hammers, Non-Sparking Pinch Bar, Non-Sparking Crow Bar, Knives, Seat Belt Cutter, Gas Generators, Standby Generators, Forcible Entry Tool, Fire Fighting Pump, Gear Bags, Cases and Kits, Tool Cabinets, Boxes and Workbenches, Sockets, Ratchets, Wrenches, Hammers, Truck Boxes

Tanaka, Nupla, HK Porter, Ampco, Gerber, Generpac, Stanley, Proto, Blackhawk, Ergodyne, Irwin, Lennox, Klein, Westward, Jobox, Delta Champion, Delta Pro

Lighting Handheld Flashlights, Rechargeable Flashlights, Batteries, Jobsite Lighting, Lamps, Ballasts, Fixtures, Outdoor Area Fixtures, Task Lighting, Track and Recessed Lighting Fixtures, Lighting Controls

Streamlight, Pelican, Maglite, Duracell, GE, Phillips Advance, Acuity, Hubbell, Lithonia

br1cih

TextBox

Exhibit 4 Page 1 of 2

Can't find it? Just ask. Contact us online or by phone—24/7. We make it easy to find the product you need.

P R O D U C T S O L U T I O N S


Security Fire Protection, Alarms, Speakers and Intercoms, Padlocks, Locker and Cabinet Locks, Telephones, Closed Circuit Television, Door Closers, Door Cabinet and Window Hardware, Door Hinges, Doors, Electrified Door Hardware, Exit Device and Trim, Key Control, Locksets, Safes, Power Supplies, Two-Way and Weather Radios, Smoke Alarms

GE Security, Master Lock, Dor-O-Matic, Yale, Federal Signal, Alarm Lock, 3M, Motorola

Shelving & Storage

Racks, Shelving, Cabinets, Parts Storage, Modular Buildings, Utility Storage, Lockers, Bin Storage, Shop Furniture

Durham, Stanley-Vidmar, Rubbermaid, Store Logic, Brady, Acorn, Akro-Mils, Bevco

Janitorial & Paint Cleaning Chemicals, Cleaning Supplies, Floor and Carpet Care, Hand & Personal Hygiene, Paper Products, Pest Control, Restroom Equipment, Waste Containers and Liners, Aerosol Paints, Liquid Paint and Coatings, Paint Supplies, Paint Spraying Equipment, Paint Thinners and Removers, Woodcare

Tough Guy, Georgia Pacific, 3M, GoJo, Zep, Bird-X, Brasso, Dayton, Rubbermaid, Rustoleum, Cabot

Office Supplies Chairs, Chairmats, Desks, Tables, Filing Systems, Literature Organizers, Enclosed Bulletin Boards, Bulletin Boards, Dry-Erase Boards, Desk Organizers, Document Finishing, Writing Instruments, Stationary, Miscellaneous Supplies, Shredders, Clocks, Flags, Television

Cramer, ES Robbins, MBI, KI, Dakota Designs, Safco, Ghent, Quartet, 3M, OIC, Sharpie, Zebra, Rite in the Rain, Swingline, Fellowes, Amano, Anin, Sharp

Outdoor Equipment

Pressure Washers, Lawn Tractors and Mowers, Weed Trimmers, Leaf Blowers, Chain Saws, Axes and Picks, Pruners, Shovels, Wheelbarrows, Sprayers, Broadcast Spreaders, Hoses, Nozzles and Sprinklers, Snow Throwers, Ice Melt

Choremaster, Snapper, Lehr, Tanaka, Weed Eater, Ames, Nupla, Fiskars, Westward, Chapin, Agri-Fab, Colorite, Snapper, CP Industries

HVAC Air Conditioning, Refrigerators, Freezers and Ice Machines, Thermostats, Air Filtration, Air Treatment, Portable Heating Equipment, Kitchen Fan, Bath Fan, Air Curtains, Ceiling Fans, Air Circulators, Mobile Air Circulators

Dayton, Franklin Chef, Honeywell, Air Hanlder, Air King, Dakota, Broan, Hunter

© 2010 W.W. Grainger, Inc. M-Q704 8SP3516

br1cih

TextBox


Your Source for Law Enforcement Products


Safety Body Armor, Body Armor Plates, Combat Helmets,Modular Pockets and Pouches, Gas Masks & Canisters,Respirators, Self-Contained Breathing Apparatus (SCBA),Puncture Resistant Gloves, Fall Protection, Confined Space,Signage, HAZMAT, High Vis Vests, Barrier Tape, Traffic Safety, Body Bags, Tactical Clothing, Rainwear, Hearing Protection, Eye Protection, Fire Extinguishers, Glow Sticks,Cases, Gloves

511 Tactical, Allegro, Ansell, Best, Brady, DQE, Eagle, Ergodyne, Miller, MSA, North Safety, Pelican, Peltor, Petzl, Scott

Emergency Preparedness

Emergency Shelters, PODS, Steel Equipment Carts,Portable Air Conditioning Unit, Portable Heater, Sand Bags,HAZMAT Response, CBRN Respirator Kits, Chemical Resistant Boots, Hand Protection, Chemical Garments

Dayton, DQE, Dupont, FSI, MSA

Detection Hand-Held Metal Detectors, Walk-Through Metal Detectors,Multi-Gas Detectors, Gas Detection Accessories,Protector Cases

3M, Biosystems, Garrett, Industrial Scientific, MSA, Pelican, RKI, Scott

Security Binoculars, Alarms, Speakers and Intercoms, Padlocks, Locker and Cabinet Locks, Telephones, Closed Circuit Television, Door Closers, Door Cabinet and Window Hardware, Door Hinges, Doors, Electrified Door Hardware,Exit Device and Trim, Key Control, Locksets, Safes, Power Supplies, Two-Way Radios, Crowd Control Barriers, Evidence Bags, Restraints

3M, Alarm Lock, Bushnell, Northwest, Dor-O-Matic, Federal Signal, GE Security,Master Lock, Motorola, Speco, Steiner, Vertex Standard, Yale

Power Tools Cordless Saws, Cordless Drills, Cordless Hammer Drills,Cordless Impact Wrenches, Drivers, Tools and Combo Kits, Cordless Combo Kits, Gas Cut-Off Saws, Accessories,Welding

Bosch, Dewalt, Husqvarna, Miller, Milwaukee, Ingersoll Rand

Hand Tools Inspection Mirrors, Chain Saws, Saws, Bolt Cutters, Sledge Hammers, Pinch Bar, Crow Bar, Halligan Tools, Knives, Seat Belt Cutter, Gas Generators, Standby Generators, Forcible Entry Tool, Gear Bags, Cases and Kits, Tool Cabinets, Boxes and Workbenches, Sockets, Ratchets, Wrenches, Hammers,Truck Boxes

Blackhawk, Buck, Delta Champion, Delta Pro, Ergodyne, Gerber, Irwin, Jobox, Klein, Leatherman, Lennox, Proto, SOG, Tanaka, Westward

br1cih

TextBox


Can't find it? Just ask. Contact us online or by phone—24/7. We make it easy to find the product you need.

P R O D U C T S O L U T I O N S


Lighting Handheld Flashlights, Rechargeable Flashlight, Batteries,Portable Lighting, Lamps, Ballasts, Fixtures, Outdoor Area Fixtures, Task Lighting, Track and Recessed Lighting Fixtures, Lighting Controls

Advance, Acuity, Duracell, Hubbell, GE, Lithonia, Maglite, Pelican, Phillips, Streamlight, Surefire

Fleet Vehicle Maintenance

Air Brakes, Tool Kits, Battery Chargers, Belts and Hoses,Chemicals, Electronics, Tire Repair, Filters, Wipers, Fuses,Lighting, Lubrication, Lift Equipment, Interior Accessories,Towing, Diagnostic and Test Equipment

3M, Aeroquip, Baldwin, Bando, Bussman, Grote, KD Tools, Slime, SPX OTC, Westward

Medical Supplies Apparel, Gear Bags, Cases, Kits, Vests, Defibrillators,Training Tools, Oxygen Regulators and Cylinders, Medical Instruments, Respirators, Hand Protection, Patient Immobilization, Patient Handling and Transport, Extrication, First Aid Kits

3M, DQE, Ergodyne, Ferno, First Aid Only, Gerber,HK Porter, Horacesmall,Kamp-Rite, Lacrosse, Life Corporation, Mabis DMI,Medline, North, Ringers

Traffic Safety Vehicle Lights and Backup Alarms, Safety Vests, Flags, Flares, Paddles, Marking and Antiskid Tape, Traffic Barricades, Safety and Security Mirrors, Barricade Lights

3M, Brady, Bulwark, Condor, Cortina, Ergodyne, Federal Signal, Jackson Safety, PSE Amber

Shelving & Storage

Racks, Shelving, Cabinets, Parts Storage, Modular Buildings,Utility Storage, Lockers, Bin Storage, Shop Furniture

Acorn, Akro-Mils,Bevco, Brady, Durham, Rubbermaid, Stanley-Vidmar, Store Logic

Office Supplies Chairs, Chairmats, Desks, Tables, Filing Systems, Literature Organizers, Enclosed Bulletin Boards, Bulletin Boards,Dry-Erase Boards, Desk Organizers, Document Finishing,Writing Instruments, Stationary, Miscellaneous Supplies,Shredders, Clocks, Flags, Television

3M, Amano, Anin, Cramer, Dakota Designs, ES Robbins, Fellowes, Ghent, KI, MBI, OIC, Quartet, Rite in the Rain, Safco, Sharp, Sharpie, Swingline, Zebra

© 2010 W.W. Grainger, Inc. M-Q786 8SP3598

For more information, go to grainger.com/publicsafety

br1cih

TextBox


sa1sch

TextBox

Exhibit 6

grainger.com/publicsafetyBigger selection. Trusted brands. Look inside!

sa1sch

TextBox

Exhibit 6a page 1 of 2

Your one-stop puBLIC sAFetY shopNow with more of the products from brand names you trust, count on Grainger for the gear to help you serve, protect and rescue.

CheCk us out!grainger.com/publicsafety facebook.com/graingerpublicsafety twitter.com/gpublicsafety

Call. Click. stop by.®

Put your government contracts to work for you.Save time and money—see the inside front cover for details.

© 2012 W.W. Grainger, Inc. W-TGHD100 8S4642

sa1sch

TextBox

Exhibit 6a page 2 of 2

Occupational Health & Safety Value-Added Education Grainger can help you improve safety through our comprehensive product offering. We’ll bring in our key suppliers to provide FREE technical expertise.

Topic Supplier Estimated Savings

Arc Flash Awareness Seminar: Designed to bring awareness to the NFPA 70E Standard. Additional topics reviewed are methods of assessment, PPE equipment, proper electrical tools, test instruments, and labeling of hazards.

Salisbury, Square D, Fluke, Brady (any or all of these) $500/seminar

Coating & Anti-Slip Solution: An evaluation based on application, hazard concerns and safety color-coded paint requirements.

Rust-Oleum $300/survey

Climbing and Access Solutions – Work Platforms & Ladders: Design, engineer and manufacture application and environment specific product solutions that address productivity, safety, ergonomics, and code compliance. On-site evaluations conducted on an as needed basis.

Tri-Arc $500/session

Confined Space Analysis: Conduct plant tour to determine potential confined space hazards.

MSA, Sperian Instrumentation, Miller by Sperian $500

Electrical Safety: Training program using general electrical safety principles coupled with the unique products designed for electrical applications.

Hubbell $100/hour

Emergency Eyewash & Drench Shower Facility Surveys: Customer confidential evaluations of the facility for emergency eyewash and drench shower safety. The walk-through includes ANSI-compliance recommendations on products and strategies to keep the customer’s workplace safe and OSHA compliant.

The Bradley Corporation $1,000/survey

Ergonomic Matting: Evaluate your facility to recommend the right anti-fatigue matting that will reduce back and lower leg fatigue for employees who stand while working. Recommend the proper mat that will hold up in areas with oils or chemicals, as well as provide 12” samples for you to stand on, or to test against chemicals.

Notrax Floor Matting $300/assessment

Ergonomics Support: Identify risks associated with repetitive motion trauma disorders and recommend products for at-risk workers including conditions such as heat stress, vibration reduction, as well as repetitive back sprains and strains.

Ergodyne $500/assessment

br1cih

TextBox



Eye, Face & Head Protection: Assist you with your workplace hazard assessments, qualifying the specific product solution. Samples are provided allowing users to check proper fit and application.

MSA, Aearo, Sperian, North Safety $500/assessment

Eyewash Station Analysis: An evaluation designed to assist the customer with regulatory compliance of the proper operation and locations of eyewash stations.

Sperian $500/survey

Fall Protection: Survey to determine fall hazards and address solutions. Miller by Sperian $500/survey

Fire Stop Training Program: Educates users on general firestopping information and provides supplier specific training on UL classified systems.

3M, STI $500/session

First Aid: Assist customers with establishing a first aid program, understanding regulations, and meeting ANSI fill requirements.

North Safety $500/assessment

Food Processing Hand Hygiene Training: Teach employees proper hand hygiene in order to maintain high quality and limit cross contamination. Includes language neutral DVD, visual clues, and trainer’s guide.

GoJo $400/session

Footwear Assessment: Assist customers with workplace assessments, qualifying the specific product solution. Samples are provided so users can determine proper fit and application.

North Safety $500/assessment

Fuses & Power Distribution: Seminars tailored to specific customer requirements in the proper application of fuses in order to protect electrical equipment and power distribution systems.

Cooper-Bussman $50-$75/person

Gas Detection: Training on how to use gas detection products, including calibrating the equipment.

MSA, Sperian Instrumentation $500/session

Hand Hygiene Needs Analysis: An evaluation of a facility’s skin risks, irritants, and worker behavior in order to determine their impact on an effective hand regimen.

GoJo $250/needs analysis

Hand Protection & Glove Analysis: An evaluation of the glove program to determine proper selection and use, as well as identify cost savings. Samples are also provided, allowing users to ensure proper fit and application.

Best, Ansell, Sperian, Wells Lamont, North Safety $25/person

Hazardous/Flammable Liquid Handling & Storage: Audit of hazardous/flammable storage, use and handling.

Justrite STUDE, Eagle CLAWS $500/audit

Hearing Conservation: Training program designed to assist the customer in becoming compliant with OSHA Standard 29CFR1910.95 as well as instruction on the importance of proper use of hearing protection devices.

EAR, Howard Leight by Sperian, 3M $300/session

br1cih

TextBox



Ladder Training: On-site safety training covering duty ratings, working heights, securing ladders, and specialty products. The training consists of a video and then a short Q&A session. If requested, ladder inspections can be incorporated.

Louisville Ladder $500/session

Ladder Training Kit: Werner Climbing Pro Ladder Safety Kit with training video and literature provides training on safe and proper ladder use, how to select the correct ladders for the job, and ladder inspection. Includes a quiz to reinforce learning.

Werner Ladder $100

Matting Assessment: Survey facility to recommend the right anti-slip matting to help prevent slips and falls in slippery areas within your facility. Recommend the proper mat that will hold up in areas with oils or chemicals as well as provide 12” samples for testing.

Notrax Floor Matting $300/assessment

Mulitmeter Assessment: Programs designed to emphasize use and application of multimeters, inspection of equipment and other safety procedures.

Fluke $250/session

Pandemic Planning: Provides all-hazard emergency response support by helping customers to plan and prepare for a disruptive event, to protect their workers and recover their operations, and to reinforce and update their knowledge with meaningful information that improves their readiness levels and disaster management programs.

3M, North Safety $500/seminar

Power & Hand Tool Safety: Seminars designed to promote proper ergonomic use and safety practices for hand and power tools as well as recommending the most efficient tool for the application to increase productivity.

DeWalt, Milwaukee, Stanley-Proto, Cooper Hand Tools, Irwin $300/session

Respiratory Protection: Conduct training and fit testing. Assist with program development to meet OSHA standards.

3M, MSA, Sperian, North Safety $25-$50/person

(excludes medical evaluation)

Safety Paint Assessment: Conduct a site survey to determine the condition and location of your safety markings and recommend the proper safety coatings.

Rust-Oleum $300/assessment

Slip, Trip and Fall Prevention: Provide a pedestrian safety site assessment that takes in customer facility observations and gives back recommended products and solutions in order to help the facility become safer, not only for employees, but for customers as well.

Rubbermaid $500/assessment

For more information contact your Grainger Representative. 8SP2465 © 2008 W.W. Grainger, Inc.

br1cih

TextBox


In the Grainger Catalog, you can access hundreds of thousands of products across a wide array of facility maintenance product categories. But occasionally you can’t find what you need right away. That’s where our sourcing service comes in. We have access to the full product line for most of our catalog suppliers. We’ll also track down other brands beyond the catalog. We have instant access to millions of products from thousands of suppliers.

What Are the Benefits?

Save time and money by consolidating your unplanned purchasing through one supplier. •Let Grainger be your single source of MRO supplies.We can help you navigate to the right product or repair part. Our experienced staff can •get answers to quotes and inquiries within 24 hours.Save on process costs. We handle order tracking and expediting as well as invoice your •current Grainger account.Eliminate service gaps with our ability to source and ship directly from our supplier to •your facility.

Here’s how it works:

Just call 1-800-CALL-WWG, your local Grainger branch, or your Grainger Account Manager and we’ll take care of the rest. To find the Grainger Branch nearest you go to www.grainger.com/branchlocator.

can’t find what you are looking for? call uS.

br1cih

TextBox

Exhibit 8 (page 1 of 2)

Sourcing Beyond the CatalogFull line suppliers in a wide variety of product categories.

S E R V I C E S O L U T I O N S

Cleaning Bobrick Washroom Equipment CP Industries Diversified Brands Georgia Pacific GOJO Industries Lagasse Brothers Minuteman MI-T-M Pitt Plastics Rubbermaid Commercial Products Rust-Oleum Superior/Notrax Tek Products Weiler Brush World Dryer United Receptacle

Electrical Advance ElectricAppleton AWP (American Wire Products) General Cable Leviton Omron Industrial Automation Power Cell Battery Products Square D Thomas & Betts3M Tripp Lite Wellmade Products Woodhead

Fasteners ABC Spax Accurate Mfd. Products Group, Inc. APM Hexseal Celus Fasteners Mfg., Inc. Danaher Tool Group Earnest Machine Products Co. Hexagon Enterprises, Inc. I.G. Marston. Lindstrom Metric, Inc. Mechanical Plastics Corp. Mega Metric Midwest Acorn Nut Company Porteous Fastener Company Precision Brand Products Prospect Fasteners Tamper Pruf Screws, Inc. TE-CO Vulcan Threaded Products, Inc.

Fleet Vehicle MaintenanceBalwinExxon MobileHastingsKD ToolsMacNeilPlewsSPX OTCValvoline Fluid Power A Thomas Ind.Campbell Hausfeld Champion Pneumatic Chicago Pneumatic Dynaquip Controls Enerpac Hankison Division/Hansen Ingersoll Rand

Fluid Power cont...Rietschle Thomas Stanley-Bostitch

Pneumatics EnerpacFlorida Pneumatic Gast Mfg. Geib Industries Norgren Actuator/CylinderReelcraft

HVAC Adobe Air Broan-Nutone Filtration GroupFostoria G & O Thermal Supply GE Appliances Heatcraft Refrig. Products Honeywell Johnson Controls Madison Mfg. Marley Engineered ProductsPort-A-Cool Sterling White Rodgers York International

Lighting Cooper LightingFostoria IndustriesGE Lighting Hubbell Lighting Lithonia — AcuityLutron Electronics Pelican Products Spectrum Brands

Material Handling AKRO MilsAlbion Ashland Conveyor Products Best Diversified Products CE Clarke & SonCM Hoist Cotterman Durham Mfg. Edsal Mfg. ER Wagner Casters & Mfg. Folding GuardGenieHallowell Hamilton Caster Harrington Hoists Interlake Material Handling Intermetro Industries Intertape Polymer Jarke JLG KI Lift Rite Lista Louisville Ladder Lyon Workspace Products Magline Metzgar Conveyer Nashville Wire Products National Partitions Pro-Line Rubbermaid Home Products SAFCO Products Signode

Southworth Products Stanley Vidmar Steel King Strong Hold Products T&S Equipment Tennsco Tri-Arc Werner WESCO

Metalworking Alemite CRC Industries Graymills Greenfield Kennametal LA-CO Industries Lenox LoctiteL.S. Starrett Miller Electric M.K. Morse Osborn International Precision Brand Products Saint-Gobain3M Victor Equipment Thermadyne

Motors ACME-Miami A.O. Smith Electrical Bison Gear & Engineering Boston Gear Fasco Industries GE Commercial Motors Leeson ElectricMerkle-Korff Nord GearRegal Beloit

Pumps & Plumbing Acorn Engineering American Machine Tool AmtrolAsco Valve Chicago Faucet Cuno Elkay FE Meyers Flint and Walling Goulds Pumps Halsey Taylor In Sink Erator Just Mfg. Little Giant Pump Moen Parker Rheem Manufacturing Sloan Valve The Berns Watts Regulator Wicor Zoeller

Safety Air Systems International Aearo Company Ansell-Edmont Bacou-Dalloz/Sperian Best Manufacturing Biosystems Bradley Brady

Cortina Dalloz Fall Protecion/Miller DuPont Personal Protection EagleHoward Leight Industrial Scientific Justrite Lab Safety SupplyMiller Mine Safety Appliances Mintie TechnologiesMoldex North Safety Products Perfect Fit Glove Sellstrom SPC (Sorbent Products Corp.) Steel Grip SurvivairTiscorUvex Walter Kidde Wells Lamont W.H. Salisbury

Security Alarm Clock Armstrong Ceiling Tiles Federal Signal Garrett G & K Hardware Ingersoll Rand Security Technologies Locknetics Masterlock Motorola Panasonic Security & Digital Ranger Security Detectors Speco Technologies Stanley Hardware The C.H. Hanson Company

Test Instruments & Precision Measuring Advance Test/SPX Services AEMC InstrumentsAshcroft Bacharach DresserDwyer Extech Fluke Electronics Megger Simpson Electric

Tools Black & Decker Greenlee Textron Tool Makita Milwaukee Electric MTI Mitutoyo Ridge Tool Robert Bosch WMH Tool Group

M-P358 8SP2823 ©2009 W.W. Grainger, Inc.

br1cih

TextBox

Exhibit 8 (page 2 of 2)

Exhibit 9Page 1 of 1

Terms and Conditions for Sourced Product

Please note that under an award, any Grainger sourcing suppliers which may provide product underthrough the Grainger Sourcing Department (non-catalog product) will not be considered ‘subcontractors’under this Agreement. We believe that this will be acceptable to TCPN because these suppliers willsupply product and will not be “on-site’ subcontractors. Please contact me to this is a concern.

Sourcing ServicesGrainger will source products not available through the Grainger General Catalog. Grainger does not sourcethe following products: weapons, ammunition, explosives, aircraft products (including ground supportequipment), products containing asbestos, nuclear-related products, products directly involved in production offinal product (end unit), products with restricted distribution, or any product judged to be too great a liability riskby W.W. Grainger, Inc.

PricingThe pricing model for Sourced Products is based on current market conditions for spot buy situations on a perorder basis.

DeliveryPlease note that these products will be shipped directly from the manufacturer and as such will have longerdelivery times based on availability from manufacturer. Please contact Grainger at time of order for any deliverytime.

WarrantyGRAINGER’S STANDARD WARRANTY DOES NOT APPLY TO SOURCED ITEMS. GRAINGER, TO THEFULLEST EXTENT PERMITTED, PASSES THROUGH TO THE CITY/COUNTY ANY AND ALLMANUFACTURER AND SUPPLIER PRODUCT WARRANTIES.

Warranty DisclaimerGRAINGER’S WARRANTY DISCLAIMER AND LIMITATION OF LIABLITY APPLY TO SOURCEDPRODUCTS.

WARRANTY DISCLAIMER. GRAINGER SHALL HAVE NO LIABILITY FOR, AND EXPRESSLY DISCLAIMSANY WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH INTHIS AGREEMENT, INCLUDING, WITHOUT LIMITATION (I) THE IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (II) ANY WARRANTY ORAFFIRMATION OF FACT RELATED TO MISUSE, IMPROPER SELECTION, RECOMMENDATION, ORMISAPPLICATION OF ANY PRODUCT; AND (III) ANY WARRANTY OR AFFIRMATION OF FACT THAT THECATALOGS, LITERATURE AND WEBSITES IT PROVIDES ACCURATELY ILLUSTRATE AND DESCRIBEPRODUCTS.

LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARYOR PUNITIVE DAMAGES IS EXPRESSLY DISCLAIMED. GRAINGER’S LIABILITY IN ALL EVENTS SHALLNOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.GRAINGER’S PAYMENT OF SUCH AMOUNT SHALL BE THE FINAL AND EXCLUSIVE REMEDY IN THEEXHAUSTION OR UNAVAILABILITY OF ANY OTHER REMEDY SPECIFIED HEREIN AND SHALL NOT BECONSTRUED OR ALLEGED BY CUSTOMER TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Returns

A RGA (Returned Goods Authorization) must be issued by Grainger prior to returning Sourced Products; theRGA is good for 30 days after issuance. Returns will be sent directly to the sourced supplier, and not to aGrainger location, unless otherwise instructed in the RGA. Returned Sourced Products may incur a restockingfee of 35% of Sourced Product sell price, freight prepaid and added, unless shipment was the result of aGrainger or manufacturer error. Special manufactured and custom engineered products are sold on a “FINALSALE” basis only and no changes, cancellation, returns or refunds are allowed.

Stocking Sourced ProductIn the event that Grainger agrees to stock an agreed upon quantity of Sourced Products for customer, uponexpiration, cancellation or termination of the Agreement, customer agrees to purchase all remaining stockedSourced Product. Grainger will invoice customer for such product within (30) days of expiration, cancellation ortermination of the Agreement.