NBCC_RFI.pdf

Exchange RFI – Car Care Centers Page 1 of 5

ARMY & AIR FORCE EXCHANGE SERVICE

3911 S. Walton Walker Blvd. (PL-K-PS)

Dallas, TX 75266-0202

PL-K-SF

30 April 2015

TO ALL PROSPECTIVE RESPONDENTS:

This Request for Information (RFI) represents one of several steps taken to provide the Army and Air Force Exchange Service (the Exchange) with an understanding of capabilities of Car Care Services that are available in the marketplace. In the first phase of the project, the survey marketplace will be screened and the result will establish a list of Potential Sources that appear to meet the Exchange’s core requirements. The contents of this RFI document are as follows:

I. Introduction II. Exchange Overview III. General Potential Source Information IV. Technical Information V. Mandatory Clauses/Paragraphs VI. Timeline Information VII. Solicitation Contact Information

I. Introduction:

Purpose The Army and Air Force Exchange Service (Exchange) is requesting information regarding potential automotive repair service providers for various Exchange locations (Refer to attached spreadsheet). The term “concessionaire” will be referred to throughout this document. A concessionaire is defined as the owner of a concession operation that pays either a fixed sum or a percentage of revenue to an entity with the ability to assign exclusive rights for an area or facility.

The Exchange has a two-fold purpose in this correspondence; 1) to determine your interest in participating in a Request for Proposal (RFP) to establish one or more contract(s) for operation of Car Care service with the number of existing bays at each location; and 2) to enable us to refine our statement of work in order to take advantage of industry recommendations, capabilities and best practices.

Your responses may be sent to Cher Gamell at gamellc@aafes.com.

All responses will be reviewed and a formal Request for Proposal may be issued at a later date.

Conditions

Several Potential Sources will be solicited to respond to this RFI. The receipt of a response to this RFI from a Potential Source does not imply any contractual obligation on the part of the Exchange nor does it create any further obligation on the part of the Exchange.

The Exchange considers this RFI and all correspondence, electronic, oral or written communications, documentation, business dealings, or related activity in connection with the RFI to be confidential in nature.

The Exchange does not wish its activity with regard to this RFI to be available to anyone other than the

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Potential Sources’ own personnel (on a “need to know” basis). Therefore, the Potential Source may not disclose to anyone other than (i) Exchange personnel directly involved with this RFI and (ii) the personnel authorized and assigned by the Potential Sourcer to act on behalf of the Potential Source in connection with this RFI. All materials contained within your response to this RFI will be treated confidentially. This information will, however, be made available to all project team members to assist in the evaluation process.

Responses to this RFI will be considered as informational in nature and only an executed contract between the parties will create any obligations on behalf of the Exchange. All written and oral information presented during the procurement process and all responses to this RFI may be made part of any final agreement or contract between the Exchange and the selected source. Responses must be signed by an individual authorized to make contractual commitments for the Potential Source.

In keeping with Exchange policy, issuance of this RFI does not commit the Exchange (i) to pay any costs incurred by a Potential Source in the preparation and submission of a response or (ii) to procure a contract for any services. No materials or labor will be furnished by the Exchange. Only an Exchange contracting officer can legally commit the Exchange to the expenditure of funds in connection with this proposed procurement.

Potential Source Response Requirements

In order to control the RFI process and allow equal opportunity for each Potential Source, the following guidelines must be followed without exception.

All responses must be in electronic format. A copy of the questions is provided as Attachment No. 5 to the RFP draft. See section V on instructions to retrieve the link to access the document.

Please include any brochures, descriptions or technical documentation that supports your responses to this RFI or you think will be useful to us in our evaluation; however, we are more interested in the quality of your response rather than the quantity of your response. We are interested in assessing your capability and interest.

Your written response to the questions and any hard-copy materials must be received by the Exchange to arrive no later than 2 PM local time 26 May 2015.

We will rely upon all representations made by your representatives, whether verbal or written, during the acquisition and evaluation processes. As a result, only fact-based and realistic commitments/information should be conveyed. Your representations and expertise in this type of transaction will be documented in any agreement that results from the acquisition process.

Contract Documentation

Any final agreement executed in connection with or arising out of this RFI will be issued by the Exchange. The Exchange General Provisions, Labor Provisions, and Special Provisions are provided in the draft RFP for information as part of this RFI. The Exchange, as an instrumentality of the U.S. Government, has limited flexibility to negotiate these provisions.

II. Exchange Overview:

The Army and Air Force Exchange Service (the Exchange) is a federal instrumentality that is a unique organization within the Department of Defense. The Exchange utilizes non-appropriated funds and sales revenue to offset operating costs. The Exchange returns its earnings to its customers through improved facilities and payments to Morale, Welfare and Recreation (MWR) programs.

The Exchange has a two-fold mission that has remained essentially unchanged since the military exchange system was established in July 1895:

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To provide quality merchandise and services at competitively low prices to its customers.

To generate e earnings to provide a dividend to support Morale, Welfare and Recreation (MWR) programs.

The Exchange operates more than 2,448 facilities in 26 countries, five US Territories and in all 50 states.

These include main exchanges (PXs and BXs), military clothing sales stores, and specialty stores, movie theaters, vending centers, restaurants, personal service concessions, gas stations and auto repair facilities.

From its headquarters in Dallas, Texas, the Exchange oversees a global organization that is divided into 5 regions: Eastern U.S., Central U.S., Western U.S., Europe and Pacific Rim.

The Exchange is the 47th largest retail organization in the US. The Exchange serves a customer base of over 14 million, which includes 7.5 million active duty service members, 6 million military dependents and 1 million military retirees.

Revenues in FY 13 totaled $8.3 billion and earnings totaled more than $277 million. Dividends in the amount of $208.3 million were allocated to MWR programs benefiting soldiers, airmen, sailors and Marines.

For further information about our company, please refer to the Exchange website (www.shopmyexchange.com).

Background

Currently the Exchange may have a building for car care services or there is space available at the Auto Hobby Shop(s) (Refer to the attached spreadsheet for more information). The Exchange is looking for a source(s) who is interested in operating on a concession basis a Car Care service with existing bays at Exchange locations.

All operations are subject to Department of Defense regulations that govern on-base activities in which Exchange contractors are required to be in compliance. However, the Exchange is looking for ways to improve the Car Care Service program and we are very interested in considering any new approach or business model currently available to provide these services to our military members.

A qualifying source for participation in the RFP must currently have a regional or national recognized brand operation and have been conducting business under the brand.

Demographics for each Exchange location are attached.

III. General Potential Source Information

If your company would like to participate, please provide the Exchange with a narrative description and other data that will help give us a clear understanding of your business as well as your interest and capability in providing service to the Exchange customers at each location. Please be sure your narrative responds to all the items below:

1. What is your Company’s official name?

2. When was your company established?

3. Is your Company involved in any litigation, investigation, reorganization, receivership, filing, strike, audit, corporate acquisition or other action that could have an adverse impact on your ability to provide services? If so, please describe the nature of the item and its potential impact.

4. Include brochures, literature, manuals and any other information about your brand.

5. Provide a list of the mandatory services offered by a typical automotive repair center operated under your brand or name and any optional services you provide.

6. Provide a list of the brand(s) of tires you offer for sale.

7. Please provide three client references with contact names that are currently using your services as a car care service.

8. What is your company’s approach to customer service and how do you measure customer satisfaction?

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9. Is your company willing to customize your services to accommodate Department of Defense requirements, if needed?

10. Indicate why you, as a Potential Source, are particularly appropriate for this business need, where you can provide value from the strategic standpoints discussed above and how you can help us achieve our mission benefits. Describe any special services you can provide that are different from those offered by other Potential Sources or requested in this RFI.

11. Do you have any existing concessionaire contract model or additional information on operating as a concessionaire that can be shared with the Exchange?

12. Any further industry information you feel would be beneficial to aid in our understanding of the industry.

13. How many car care centers do you currently have and in how many states do you operate?

IV. Technical Information (Sought – After Capabilities)

All of the questions/information requests in this section refer to your available services.

1. Please give an overview of your firm’s privacy policy in regards to use of customer information?

2. What type of incentives is your company currently offering the military community?

3. Explain your company’s Full Disclosure Policy regarding educating customers on all applicable charges during the car repair process.

4. Price Protection Program: What are specifics of your companies program regarding ensuring the lowest price guaranteed? The Exchange seeks a firm with the ability to provide price protection service for all sales transactions.

5. What types service warranties does your company offer?

6. Does your company offer basic car maintenance classes to customers? If so, please describe.

V. Mandatory Clauses/Paragraphs

The Exchange as an instrumentality of the U.S. Government is subject to having mandatory clauses and paragraphs in its contracts. Available for you to download from the internet at the following link ftp://solicit:getfile@ftp.aafes.com/NBCC RFI.pdf are the following:

Attachment No. 1, Exchange Locations;

Attachment No. 2, Exhibit A, General Provisions;

Attachment No. 3, Exhibit B, Labor Provisions;

Attachment No. 4, Exhibit C, Special Provisions;

Attachment No. 5, Questions

Please review the entire draft and provide your suggestions and comments on edits or revisions. Comment specifically on paragraphs you identify that, in your opinion, could hinder a successful business relationship with your firm. Identify the clause by title and paragraph which you have concerns with, the reason why, and your proposed change(s).

VI. Timeline Information

If your company is interested in being included in the potential Request for Proposal (RFP), please provide a proposed timeline of events and actions it would require for your company to establish financing, renovate the space to your specifications and be open for business at the location of interest as mentioned earlier in this

RFI.

VII. Solicitation Contract Information

If your company is interested in being included in the Request for Proposal (RFP), please provide pertinent contact information such as name, address, telephone and email information of the person that the RFP should be sent to.

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Please submit your RFI responses by email to gamellc@aafes.com to arrive no later than 2 PM local time 26 May 2015. Using the format below, mail any additional information, brochures, manuals, etc. to:

Army and Air Force Exchange Service (The Exchange) Attn: PL-K-SF (C. Gamell) 3911 S. Walton Walker Blvd.

Dallas, TX 75236-1598

Sincerely, Judith A. Cerven

JUDITH A. CERVEN

CONTRACTING OFFICER

RFI - Exchange Locations

Attachment No. 1

EXCHANGE ADDRESS

SHARED

BUILDING

(Y/N)*

TOTAL

NUMBER OF

BAYS

AVAILABLE

FOR

OCCUPANCY

NUMBER OF

BAYS

AVAILABLE

FOR

OCCUPANCY

WITH LIFTS

CURRENT

AVERAGE

MONTHLY

SALES

INTERESTED IN

PARTICIPATING

IN RFP FOR SITE

INDICATE Y/N

FE WARREN, WY Bldg 762 Commissary Rd Y 6 3 N/A

Express Bldg 395 Schreiver Rd N 2 2 $10,261 MALMSTROM, MT 425 74th Street North Building 1248 Y 8 3 N/A

38 75th Street North building 638 N 3 3 $19,526 MOUNTAIN HOME, ID Bldg 6200 30 Hope Dr Mtn Home ID 83647 N 3 3 $9,877

ELLSWORTH, ME 2750 George Dr. Ellsworth AFB SD 57706 Y 5 5 N/A FAIRCHILD, WA 220 W. Castle St. FAFB WA 99001 Y 19 9 N/A

VANDENBERG, CA Bldg 14400 VAFB, CA 93436 Y 8 5 N/A Bldg 10260 VAFB, CA 93436 N 2 1 $22,472

BEALE, CA 17651 Warren Shingle Rd. Beale AFB, CA 95903 N 3 1 $17,042 PRESIDIO, CA Bldg 4220 Gen Jim Moore Blvd Ft Ord CA 93955 N 3 2 $20,856

DYESS, TX 565 Ave B Dyess AFB TX 79607 Y 5 5 N/A Bldg 7302 201 Ave B Dyess TX 79607 N 2 2 $22,961

CANNON, NM 1111 EagleClaw Blvd CAFB NM 88103 N 3 2 $10,924 FORT HUACHUCA, AZ Building 71810 Irwin Street Ft Irwin CA 85613 Y 7 2 N/A

FT LEWIS, WA Bldg 9503 Ft Lewis WA N 12 12 $224,000 FT ORD, CA Bldg 4235 Presidio of Monterey CA N 6 6 -

FT BENNING, GA New Site N - - - FT HOOD, TX New Site N - - -

ROBINS AFB, GA New Site N - - - TRAVIS AFB, CA 461 Skymaster Cir Travis AFB CA N 8 8 $149,000

* Shared Building means there is a self-service vehicle repair operating at same site with their own bays.

Dividing wall between the two businesses may be provided.

RFI – Mandatory Clauses/Paragraphs Attachment No. 2

EXHIBIT A GENERAL PROVISIONS CONCESSIONS PAGE 1

EXHIBIT A

GENERAL PROVISIONS CONCESSIONS

(OCT 13)

1. Legal Status (APR 12)

2. Authority to Bind (NOV 95)

3. Procurement Integrity (APR 12)

4. Oral Representations (JAN 94)

5. Modifications and Additions (MAY 04)

6. Subcontracting (JUN 94)

7. Assignment - Services (APR 12)

8. Termination (OCT 13)

9. Permits, Licenses and Applicable Laws (JAN 94)

10. Indemnify and Hold Harmless (MAY 91)

11. Disputes (APR 12)

12. Nonwaiver of Defaults (SEP 91)

13. Advertisements (AUG 08)

14. Examination of Records (AUG 08)

15. Contractor Personnel and Representatives

(AUG 08)

16. Environmental Protection (AUG 09)

17. Contractor Liability - Services (MAY 04)

18. Drug-free Workplace (AUG 92)

19. Restrictions on Purchases of Foreign Goods

(MAY 04)

20. Payment by Electronic Funds Transfer (OCT 98)

21. Choice of Law and Forum (OCT 11)

22. Privacy Act (APR 12)

23. Payment Card Industry (PCI) Compliance (OCT 10)

24. Green Clause (AUG 08)

25. Performance (AUG 09)

26. Combating Trafficking in Persons (AUG 09)

27. Personal Identity Verification of Contractor Personnel (MAY 11)

28. Army and Air Force Exchange Service Rights (Unlimited) (APR 12)

29. Notice of Debarment/Suspension Status (MAY 13)

EXHIBIT A GENERAL PROVISIONS CONCESSIONS PAGE 2

GENERAL PROVISIONS CONCESSIONS

1. LEGAL STATUS (APR 12).

The Army and Air Force Exchange Service (hereinafter and as known in commerce, the “Exchange”), including its activities, offices, and individual exchanges, is an integral part of the Departments of the Army and Air Force and an instrumentality of the United States Government. Exchange contracts are United States contracts; however, they do not obligate appropriated funds of the United States. Exchange procurement policy is established by applicable directives and instructions promulgated by the Department of Defense. The Federal Acquisition Regulation (FAR) does not apply to the Exchange.

2. AUTHORITY TO BIND (NOV 95).

a. “Contracting Officer” means a person authorized by the Director/CEO, Army and Air Force Exchange Service to execute and administer contracts, purchase orders, or other agreements on behalf of the Exchange. Only contracting officers may waive or change contract terms; impose additional contract requirements; issue cure, show-cause and termination notices; issue claims against contractors, and issue final decisions on contractor claims.

b. The contracting officer may authorize other Exchange and government officials to perform actions of an administrative nature, such as conducting inspections and audits; placing orders against existing contracts; forwarding requests for contract changes to the contracting officer; collecting contract payments, and processing routine documents.

These officials are not contracting officers, as defined in a. above.

c. The Exchange has no obligation to recognize or accept waivers or changes to this contract that result from the actions of officials other than the contracting officer. The contracting officer may deny claims based on such actions.

Contractors should refer questions concerning the authority of other Exchange or government officials to the contracting officer.

3. PROCUREMENT INTEGRITY (APR 12).

a. By submission of an offer or performance of this contract, the offeror or contractor certifies with respect to this Exchange purchase action:

(1) that no discussion, offer or promise of future employment or business opportunity has been or will be made to the Exchange civilian or military personnel who participated personally and substantially in the purchase action;

(2) that no offer, promise or gift of any gratuity, entertainment, money, or other thing of value has been or will be made to any Exchange civilian or military personnel or any other employee of the United States Government or member of their family or household;

(3) no proprietary information of other offerors or other purchasing information (offeror list, prices offered, technical evaluations or rankings, etc.) is sought or obtained until it is available to the public under the Exchange procedures.

(4) that no person or selling agency has been employed or retained to secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee except bona fide employees or bona fide established commercial selling agencies retained by the contractor for the purpose of securing business.

b. Contractor certifies that no gratuities (entertainment, gifts, money, kickbacks or other things of value) were or will be solicited or accepted by the contractor, or any person representing the contractor, from any subcontractor or person representing the subcontractor, for the purpose of obtaining or rewarding favorable treatment in connection with this contract or any subcontract under it.

c. Contractor will report in writing to the Director, Loss Prevention Directorate, any possible violation of this clause when the contractor has reasonable grounds to believe a violation may have occurred. The contractor shall cooperate fully with any federal agency investigation of a possible violation of this clause.

d. For breach of any of these certifications, the Exchange may terminate this contract for default and/or deduct from amounts due under this or other contracts, or charge contractor for, the total value of any contingent fee, gratuity or kickback or other loss to the Exchange arising out of the breach.

4. ORAL REPRESENTATIONS (JAN 94).

This contract represents the entire agreement of the parties. Any changes or amendments thereto may not be recognized by the Exchange unless committed to writing and incorporated by reference into the contract by the contracting officer.

5. MODIFICATIONS AND ADDITIONS (MAY 04).

a. Except as otherwise specifically provided in this contract, all changes, modifications, additions or deletions to this

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contract must be prepared in writing as formal amendments signed by both parties and approved in accordance with provisions of applicable regulations.

b. Unilateral Amendments: The contracting officer may make unilateral amendments to the contract to incorporate administrative changes, provided such changes are within the general scope of the contract.

6. SUBCONTRACTING (JUN 94).

Contractor shall not subcontract any part of the work to be performed without the prior written consent of the contracting officer. Any subcontractor used in connection with this contract is the agent of the contractor and not the agent of the Exchange.

7. ASSIGNMENT - SERVICES (APR 12).

The Assignment of Claims Acts, 31 U.S.C. 3727 and 41 U.S.C. 6305, are not applicable to amounts due under the Exchange contracts. Contractor may not assign its rights or delegate its obligations under this contract, and the Exchange will neither consent to, nor recognize, any purported assignment. Contractor may request permission from the contracting officer to have contract payments forwarded to a third party. Contractor may request that the contract be novated.

8. TERMINATION (SEP 13).

Relative to termination of this contract, it is mutually agreed:

a. This contract may be terminated in whole or in part by either party immediately upon written notice to the other party in the event of breach of this contract by the other party.

b. This contract may be terminated in whole or in part by either party upon thirty (30) days notice (ninety (90) days for barber, beauty, beauty with nails, Paul Mitchell, and vending contracts) in writing to the other party.

c. This contract is automatically terminated upon the dispatch of written notice to contractor in the event the exchange is inactivated or the installation at which the exchange is located is inactivated. If this contract covers services to be performed at various exchanges or installations and only one or more of the exchanges or installations is inactivated, then only that portion of the contract being performed at the inactivated exchange or installation is terminated.

9. PERMITS, LICENSES AND APPLICABLE LAWS (JAN 94).

Contractor warrants that all necessary permits and licenses have been obtained and that the merchandise, services, supplies, and/or equipment provided under this contract are in compliance with applicable laws.

10. INDEMNIFY AND HOLD HARMLESS (MAY 91).

a. Contractor will indemnify, hold harmless and defend the Exchange and all other agencies and Instrumentalities of the United States, their agents, representatives, employees and customers from any and all suits, judgments and claims, including those established by or pursuant to court decisions, to international agreements, or duly promulgated regulations of the United States Government, and all charges and expenses incident thereto which arise out of any of the following:

(1) The alleged or established violation or infringement of any patent, copyright or trademark rights asserted by any third party with regard to items or services provided by contractor;

(2) Loss, damage, or injury alleged or established to have arisen out of or in connection with items or services provided by contractor, unless such loss, damage, or injury was caused by or resulted solely from the acts or omissions of the Exchange , its agents, representatives, or employees;

(3) Any loss, damage, or injury alleged or established to have arisen out of or in connection with any other acts or omissions of the contractor.

b. The Exchange will give contractor notice and an opportunity to defend.

11. DISPUTES (APR 12).

a. All disputes arising under or relating to this contract shall be resolved under this clause.

b. “Claim” as used in this clause means a written demand or written assertion by one of the contracting parties seeking the payment of money in a sum certain or other relief arising under or relating to this contract. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under this paragraph.

c. A claim by the contractor shall be made in writing and submitted to the contracting officer for a written decision. A claim by the Exchange against the contractor shall be made by a written decision by the contracting officer.

d. For contractor claims exceeding $100,000, the contractor shall submit with the claim a signed certification that:

(1) The claim is made in good faith;

(2) Supporting data are accurate and complete to the best of the contractor’s knowledge and belief; and

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(3) The amount requested accurately reflects the contract adjustment for which the contractor believes the Exchange is liable.

e. The claim must be executed by an individual with authority to bind the contractor.

f. The contracting officer will mail or otherwise furnish a written decision in response to a contractor claim within 60 days. If more time is necessary to investigate and process the claim, the Exchange will notify the contractor. For contractor claims that do not exceed $100,000, no answer by the contracting officer within the designated timeframe is a denial of the claim. Such decision by the contracting officer shall be final and conclusive unless within 30 calendar days from the date of contractor’s receipt of the final decision, the contractor appeals the decision to the Armed Services Board of Contract Appeals (ASBCA).

g. Pending final resolution on any request for relief, claim, appeal, or action arising under or relating to this contract, contractor will proceed diligently with the performance of this contract and will comply with the contracting officer’s decision.

h. Submission of false claims to the Exchange is a violation of federal law and may result in civil and/or criminal penalties. If the contractor cannot support all or part of its claim as a result of fraud or misrepresentation of fact, then in addition to other remedies or penalties provided for by law, the contractor will pay the Exchange an amount equal to the unsupported part of the claim and all Exchange costs attributable to reviewing that part of the claim.

12. NONWAIVER OF DEFAULTS (SEP 91).

Any failure by the Exchange at any time to enforce or require strict performance of any terms or conditions shall not constitute waiver thereof, and shall not affect or impair such terms or conditions in any way or the Exchange's right at any time to avail itself of such remedies as it may have for any breach or breaches of such terms or conditions.

13. ADVERTISEMENTS (AUG 08).

Contractor will not represent in any manner, expressly or by implication, that products purchased under this contract are approved or endorsed by any element of the United States, including the Exchange. All contractor advertisements that refer to the Exchange or military exchanges will contain a statement that the advertisement was neither paid for nor sponsored, in whole, or in part, by the Exchange, the military exchange system, or the United States Government.

14. EXAMINATION OF RECORDS (AUG 08).

a. This clause applies if the amount of the contract exceeds $10,000 and the contract was entered into by means of negotiation. The contractor agrees that the contracting officer or his duly authorized representative will have the right to examine and audit the books and records of the contractor directly pertaining to the contract during the period of the contract and until the expiration of three years after the final payment under the contract. The contractor agrees to include this clause in all subcontracts that exceed $10,000.

b. “General Accountability Office” may be substituted for “contracting officer or his duly authorized representative” when the prospective contractor does not accept the standard wording of the examination clause.

c. Contracts awarded to foreign contractors may exclude the examination clause when its use is precluded by the laws of the country involved, subject to the approval of the servicing Exchange General Counsel (Exchange HQ and Exchange Europe). Contract files will be in such circumstances be documented to show the basis for exclusion of the clause.

15. CONTRACTOR PERSONNEL AND REPRESENTATIVES (AUG 08).

a. The contractor will discontinue using any individual in Exchange facilities upon contracting officer's written notice that the individual is not acceptable for performance under this contract. Contractor will not use any such person to perform other Exchange contracts without the prior written consent of the contracting officer.

b. The contractor will not employ any individual to work in Exchange facilities whom an Exchange contracting officer has determined unacceptable under any other Exchange contract without the prior written consent of the contracting officer.

c. Contractor personnel will abide by applicable regulations and directives and conduct themselves so as not to reflect discredit on the Exchange.

d. Contractor will not represent himself/herself to be an agent or representative of the Exchange, another instrumentality, or an agency of the United States.

16. ENVIRONMENTAL PROTECTION (AUG 09).

a. This clause shall apply to any contract in excess of $100,000, and indefinite quantity contracts estimated to exceed $100,000 in one year; however, it shall not apply to use of facilities located outside the United States.

b. Unless this contract is exempt, by acceptance of this contract, contractor (and, where appropriate, subcontractor)

EXHIBIT A GENERAL PROVISIONS CONCESSIONS PAGE 5

stipulates:

(1) that any facility to be utilized in the performance of any nonexempt contract or subcontract is not listed on the EPA List of Violating Facilities as of the date of contract award;

(2) its agreement to comply with all requirements of Section 114 of the Air Act and Section 308 of the Water Act relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in sections 114 and 308 of the Air Act and the Water Act, respectively, and all regulations and guidelines issued thereunder;

(3) that as a condition of award of contract, contractor shall promptly notify the contracting officer of the receipt of any communication from the Director, Office of Federal Activities, U.S. Environmental Protection Agency, or delegatee, indicating that a facility to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities;

(4) its agreement to include the criteria and requirements in subparagraphs (1) through (4) in every nonexempt subcontract, and to take such actions the Government may direct as a means of enforcing such provisions.

17. CONTRACTOR LIABILITY - SERVICES (MAY 04).

a. Except as set out specifically elsewhere in the contract, contractor will be liable for costs to the Exchange and/or other agencies of the United States associated with termination for default as follows:

(1) Incidental damages, including expenses reasonably incurred in connection with repurchase of the service and any other reasonable expense incident to the breach.

(2) Consequential damages including, but not limited to, lost fees resulting from lapses in service, unscheduled facility closures, sales declines, lower fees received on repurchase, and injury to person or property proximately resulting from any breach of warranty.

b. Contractor will not be liable for incidental or consequential damages if the failure to perform arises out of causes beyond the control and without the fault or negligence of the contractor. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the contractor. In such case contractor must provide prompt written notice to the contracting officer; the contracting officer, at his option may accept late, partial or substituted performance, or may terminate the contract in whole or in part effective immediately upon receipt of written notice by contractor.

18. DRUG-FREE WORKPLACE (AUG 92).

Contractor agrees to make a good faith effort to establish and maintain a drug-free workplace in connection with the performance of this contract. Consistent with the size and organization of its work force, contractor may wish to consider taking the following or other appropriate actions in establishing a drug-free workplace: publicizing a drug-free workplace policy, initiating an employee drug awareness program or encouraging participation in existing community/installation programs and informing employees of the general availability of drug counseling programs.

19. RESTRICTIONS ON PURCHASES OF FOREIGN GOODS (MAY 04).

a. Contractor will not acquire for use in the performance of this contract any merchandise, equipment, supplies or services originating from, processed in, or transported from or through, the countries prohibited from commerce by the United States Government. This restriction includes merchandise, equipment, supplies or services from any other country that is restricted by law, regulation or executive order at any time during performance of the contract. A current list of prohibited countries is available at http://www.ustreas.gov/offices/enforcement/ofac/.

b. Contractor agrees to insert the provisions of this clause, including this paragraph, in its subcontracts.

20. PAYMENT BY ELECTRONIC FUNDS TRANSFER (OCT 98).

The following will apply for all payments made by the Exchange to the Contractor under the terms of this contract.

a. Method of payment:

(1) All payments by the Exchange under this contract shall be made by electronic funds transfer (EFT). The term "EFT" refers to the funds transfer and may also include the payment information transfer.

(2) If the Exchange is unable to release payment by EFT, the Contractor agrees to either

(i) accept payment by check or some other mutually agreeable method of payment, or

(ii) request the Exchange to extend the payment due date until such time as the Exchange can make payment by EFT.

b. The Exchange shall make payment to the Contractor using the EFT information provided by the Contractor to the Exchange. In the event that the EFT information changes, the Contractor shall be responsible for providing the updated

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information to the Exchange not less than thirty days prior to the effective date.

c. If the Contractor's EFT information in the Exchange database is incorrect the Exchange need not make payment to the Contractor under this contract until correct EFT information is entered into the Exchange database; and any invoice shall be deemed not to be a proper invoice for the purpose of prompt payment under this contract.

d. If the Contractor has identified multiple payment receiving points in the Exchange database, and the Contractor has not notified the Exchange of the payment receiving point applicable to this contract, the Exchange shall make payment to the first payment receiving point listed in the Exchange database.

e. The payment or disbursing office shall forward to the Contractor available payment information. The Exchange shall send the payment information to the remittance address contained in the Exchange database.

21. CHOICE OF LAW AND FORUM (OCT 11).

This contract shall be construed and interpreted in accordance with the Federal laws of the United States of America.

22. PRIVACY ACT ( APR 12).

a. The contractor agrees to –

i. Comply with the Privacy Act of 1974 (the Act) and Department of Defense rules and regulations issued pursuant to the Act in the design, development, or operation of any system of records on individuals that accomplish an agency function.

ii. Include this clause in all subcontracts which require the design, development, or operation of a system of records.

b. In the event of violations of the Act, a civil action may be brought against the concession activity when the violation concerned the design, development, or operation of a system of records on individuals that accomplish an Exchange function. Criminal penalties also apply to the concession activity if it is accomplishing an Exchange function. For the purposes of applying the criminal penalties section of the Act, the contractor is considered to be an employee of the Exchange.

c. “Operation of a system of records,” as used in this clause, means performance of any of the activities associated with maintaining the system of records, including the collection, use, and dissemination of records.

d. “Record,” as used in this clause, means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and that contains his name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a finger or voice print or a photograph.

e. “System of records on individuals,” as used in this clause, means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.

f. The system of records under this contract is the system of records that is the result of information collected, compiled, and/or utilized to build a customer database. Instrument used to collect information in written or electronic formats include, but are not limited to, application for services, verification of credit rating, customer inquiries or comments, data for invoicing current customers, change of address notification, information used for marketing purposes, etc.

g. Subcontracting and outsourcing customer data outside the Continental United States is not allowed.

23. PAYMENT CARD INDUSTRY (PCI) COMPLIANCE (OCT 10).

a. If payment cardholder data is processed via a contractor’s processor or via an Exchange point of sale terminal or if card data is shared with contractors, subcontractors, merchants or service providers under the terms and conditions of this contract, the contractors, subcontractors, merchants and service providers must adhere to the most current version of the Payment Card Industry Data Security Standards (PCI DSS) requirements. These requirements are available at https://www.pcisecuritystandards.org.

b. The contractor acknowledges that each contractor, subcontractor, merchant and service provider with access to payment cardholder data is responsible for the security of the cardholder data the provider possesses. The contractor will also include this clause in any subcontract that provides access to cardholder data.

c. The contractor will control any duplicate or store copies of payment card receipts in a locked cabinet or in a locked register or locked drawer. The contractor will use equipment that masks the card number on the customer’s receipt per the PCI DSS. The contractor will develop and implement procedures for destruction of receipts based on PCI standards and applicable state law.

24. GREEN CLAUSE (AUG 08).

The Exchange encourages contractors/vendors to embrace, establish and promote environmentally “Green Initiatives”.

We look to the contractor to accomplish this by :

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a. Where possible utilize environmentally friendly products

b. Where possible promote energy-efficiency and water conservation

c. Where possible eliminate/reduce the production or generation of hazardous waste and the need for special material processing (including special handling, storage, treatment and disposal)

25. PERFORMANCE (AUG 09).

Contractor will perform in accordance with all contract provisions. The Exchange will make payments only for performance as promised including supplies delivered and accepted per product specification and free of defects, or services rendered that satisfy the contractual specifications and are accepted. Payments for milestones will be paid when the milestones have been achieved and accepted. Additional periods of performance (if any) will only be granted for performance at or above the contractual level. The contracting officer may exercise remedies in accordance with the provisions of this contract for poor performance, non-performance, or failure to meet the service level agreement established.

26. COMBATING TRAFFICKING IN PERSONS (AUG 09).

a. Definitions. As used in this clause— “Coercion” means—

(1) Threats of serious harm to or physical restraint against any person;

(2) Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person; or

(3) The abuse or threatened abuse of the legal process.

(4) Withholding any documents (e.g. passports, visas, IDs, etc.) that prevents or restricts the person to move freely.

“Commercial sex act” means any sex act on account of which anything of value is given to or received by any person.

“Debt bondage” means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined.

“Employee” means an employee of the Contractor directly engaged in the performance of work under the contract who has other than a minimal impact or involvement in contract performance.

“Forced labor” means knowingly providing or obtaining the labor or services of a person—

(1) By threats of serious harm to, or physical restraint against, that person or another person;

(2) By means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or

(3) By means of the abuse or threatened abuse of law or the legal process.

“Involuntary servitude” includes a condition of servitude induced by means of—

(1) Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or

(2) The abuse or threatened abuse of the legal process.

Severe forms of trafficking in persons” means—

(1) Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform such act has not attained 18 years of age; or

(2) The recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.

“Sex trafficking” means the recruitment, harboring, transportation, provision, or obtaining of a person for the purpose of a commercial sex act.

b. Policy. The United States Government and the Army and Air Force Exchange Service has adopted a zero tolerance policy regarding trafficking in persons. Contractors and contractor employees shall not—

(1) Engage in severe forms of trafficking in persons during the period of performance of the contract;

(2) Procure commercial sex acts during the period of performance of the contract; or

(3) Use forced labor in the performance of the contract.

c. Contractor requirements. The Contractor shall—

(1) Notify its employees of—

(i) The United States Government's and the Army and Air Force Exchange Services’ zero tolerance policy described in paragraph (b) of this clause; and

(ii) The actions that will be taken against employees for violations of this policy. Such actions may include, but are not limited to, removal from the contract, reduction in benefits, or termination of employment; and

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(2) Take appropriate action, up to and including termination, against employees or subcontractors that violate the policy in paragraph (b) of this clause.

d. Notification. The Contractor shall inform the Contracting Officer immediately of—

(1) Any information it receives from any source (including host country law enforcement) that alleges a Contractor employee, subcontractor, or subcontractor employee has engaged in conduct that violates this policy; and

(2) Any actions taken against Contractor employees, subcontractors, or subcontractor employees pursuant to this clause.

e. Remedies. In addition to other remedies available to the Army and Air Force Exchange Service, the Contractor's failure to comply with the requirements of paragraphs (c), (d), or (f) of this clause may result in—

(1) Requiring the Contractor to remove a Contractor employee or employees from the performance of the contract;

(2) Requiring the Contractor to terminate a subcontract;

(3) Suspension of contract or fee payments;

(4) Loss of award fee, consistent with the award fee plan, for the performance period in which the Army and Air Force Exchange Service determined Contractor non-compliance;

(5) Termination of the contract for default or cause, in accordance with the termination clause of this contract; or

(6) Suspension or debarment.

f. Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (f), in all subcontracts.

g. Mitigating Factor. The Contracting Officer may consider whether the Contractor had a Trafficking in Persons awareness program at the time of the violation as a mitigating factor when determining remedies. Additional information about Trafficking in Persons and examples of awareness programs can be found at the website for the Department of State’s Office to Monitor and Combat Trafficking in Persons at http://www.state.gov/g/tip.

27. PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (MAY 11).

This clause is to provide guidance concerning compliance with Homeland Security Presidential Directive (HSPD) 12 and Policy for Common Identification Standard for Contractors and Subcontractors when contract performance requires routine physical access to a Federally controlled facility and/or routine access to a Federally controlled information system. As processes and procedures could change over time, go to http://www.shopmyexchange.com , click on, “Doing Business”, click on “Authorization to Enter Military Installations” for the most up-to-date instructions. Questions should be directed to the Exchange HQ Chief of Staff, Force Protection (CS-FP) or your Contracting Officer.

a. After contract award and prior to performance on any Federal installation, the contractor shall comply with the local installation’s personal identity verification procedures identified by that installation which implements HSPD-12 policy for a Common Identification Standard for Federal Employees and Contractors.

(1) If the contractor employee is to work at only one site, the Exchange’s contractors must follow local installation guidelines and directives concerning identification, access, and security requirements. These guidelines may vary from one installation to another and it is the contractor’s responsibility to seek guidance concerning these issues from the Exchange Service Business Manager or General Manager.

(2) If the contractor or their employees will access sensitive data or go to multiple DoD or access to multiple non- DoD facilities on a recurring basis for a period of 6 months or more (CONUS or OCONUS), they must obtain a Common Access Card (CAC) and will be required to submit a clearance package to CS-FP, no less than 30 days in advance of needed access. Authorization must be received from CS-FP before contractors can be issued a CAC card. CAC card will be issued after a thorough background check which includes the completion of a FBI fingerprint check with favorable results and submission of a National Agency Check with inquiries to the Office of Personnel Management (OPM) or a DoD determined equivalent investigation, you will then be directed to the nearest military installation where the card can be obtained.

b. The contractor shall insert this clause in all subcontracts when the subcontractor is required to have routine physical access to a Federally controlled facility and/or routine access to a Federally-controlled information system.

c. The contractor is responsible for securing and returning to the issuing office all identification cards issued under these procedures

(1) for all employees at the end of the contract; and

(2) for individual employees no longer employed or no longer assigned to perform the Exchange contract.

d. As a reminder, any costs associated with the clearance process are the responsibility of the contractor.

28. ARMY AND AIR FORCE EXCHANGE SERVICE RIGHTS (UNLIMITED) (APR 12).

Contractor shall have no rights to use Exchange furnished data or information supplied to Contractor by the Exchange for other than this Exchange contract; it will be deemed Exchange Confidential Information and shall remain the Exchange

EXHIBIT…