Form of Services Agreement



 Exhibit 10.7 
 FORM OF 
 SERVICES AGREEMENT 

Between 

SEARS HOLDINGS MANAGEMENT CORPORATION 
 And 
 SEARS HOMETOWN AND OUTLET STORES, INC. 

            , 2012 







 Table of Contents 

 

									
	 	 	 	  	 	  	Page	 
		
	 ARTICLE I. SERVICES
	  	 	1	  
		 	 1.01
	  	Services to be Provided.	  	 	1	  
		 	 1.02
	  	Quantity and Nature of Service.	  	 	1	  
		 	 1.03
	  	Transition Plan.	  	 	2	  
		 	 1.04
	  	Standard of Care.	  	 	2	  
		 	 1.05
	  	Responsibility For Errors; Delays.	  	 	2	  
		 	 1.06
	  	Good Faith Cooperation; Alternatives.	  	 	2	  
		 	 1.07
	  	Use of Third Parties.	  	 	2	  
		 	 1.08
	  	Assets of SHO.	  	 	2	  
		 	 1.09
	  	Ownership of Data and Other Assets.	  	 	3	  
		 	 1.10
	  	Contact Person.	  	 	3	  
		
	 ARTICLE II. CHARGES AND PAYMENTS FOR SERVICES
	  	 	3	  
		 	 2.01
	  	Compensation.	  	 	3	  
		 	 2.02
	  	Payments.	  	 	4	  
		 	 2.03
	  	Taxes.	  	 	4	  
		
	 ARTICLE III. TERMINATION 
	  	 	4	  
		 	 3.01
	  	Termination of an Individual Service for Convenience by SHO.	  	 	4	  
		 	 3.02
	  	Termination of the Agreement.	  	 	4	  
		 	 3.03
	  	Obligations on Termination.	  	 	5	  
		 	 3.04
	  	Termination of an Individual Service by SHMC.	  	 	6	  
		
	 ARTICLE IV. CONFIDENTIALITY
	  	 	6	  
		 	 4.01
	  	Confidentiality.	  	 	6	  
		 	 4.02
	  	Third-Party Contractor Confidentiality Terms.	  	 	8	  
		
	 ARTICLE V. INDEMNIFICATION; LIMITATION OF LIABILITY
	  	 	8	  
		 	 5.01
	  	Indemnification by SHO.	  	 	8	  
		 	 5.02
	  	Indemnification by SHMC.	  	 	8	  
		 	 5.03
	  	Procedure.	  	 	9	  
		 	 5.04
	  	Limitation of Liability.	  	 	9	  
		
	 ARTICLE VI. MISCELLANEOUS
	  	 	10	  
		 	 6.01
	  	Expenses.	  	 	10	  
		 	 6.02
	  	Waiver of Compliance.	  	 	10	  
		 	 6.03
	  	Amendment.	  	 	10	  
		 	 6.04
	  	Assignment.	  	 	10	  


  
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		 	6.05	  	Notices.	  	 	10	  
		 	6.06	  	Survival.	  	 	11	  
		 	6.07	  	Headings.	  	 	11	  
		 	6.08	  	No Third Party Rights.	  	 	11	  
		 	6.09	  	Counterparts.	  	 	11	  
		 	6.10	  	Severability.	  	 	11	  
		 	6.11	  	Entire Agreement.	  	 	12	  
		 	6.12	  	Force Majeure.	  	 	12	  
		 	6.13	  	Fair Construction.	  	 	12	  
		 	6.14	  	No Agency.	  	 	12	  
		 	6.15	  	Governing Law; Jurisdiction; Waiver of Jury Trial.	  	 	12	  
		 	6.16	  	Services Operating Committee; Dispute Resolution; Mediation.	  	 	13	  
		 	6.17	  	Definitions.	  	 	14	  
		 	6.18	  	Interpretation and Construction.	  	 	17	  
		 	6.19	  	Good Faith and Fair Dealing.	  	 	17	  

 Appendices 
  

					
	Appendix 1.01	 		 	Schedule of Services
	Appendix 1.10	 		 	Contact Persons


  
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 SERVICES AGREEMENT 

            , 2012 

This Services Agreement (this “Agreement”) is between Sears Holdings Management Corporation, a Delaware
corporation (“SHMC”), and Sears Hometown and Outlet Stores, Inc., a Delaware corporation (“SHO”). SHMC and SHO each are sometimes referred to as a “Party” and together sometimes are referred
to as the “Parties.” Section 6.17 of this Agreement, which begins on page 14, includes a glossary of defined terms used in this Agreement. 
 Terms and Conditions 
 For good and valuable consideration, the receipt of
which SHMC and SHO acknowledge, SHMC and SHO agree as follows: 
 ARTICLE I. 

SERVICES 

1.01 Services to be Provided. During the Service Period SHMC will provide SHO the services described on Appendix 1.01 to
the extent not prohibited by Applicable Law (together, the “Services”). “Service Period” means the period commencing on the Effective Date (the “Effective Date”) specified in the Separation
Agreement dated             , 2012 between SHO and SHLD (the “Separation Agreement”) and continuing until the fifth anniversary of the Effective Date. All services that
were provided prior to the Effective Date to the businesses operated by SHO after the Effective Date and that after the Effective Date constitute Services will be governed by this Agreement even if such services are not described on Appendix 1.01.
If a Party identifies such a Service, it will notify the other Party’s Contact Person (as provided for in Section 1.10 below), and the Parties will work together to address such services and respective pricing in an Amendment to this
Agreement. 
 1.02 Quantity and Nature of Service. Except as otherwise provided in Section 1.01 or this
Section 1.02, there will be no material change in the scope or level of, or use by, SHO of Services during the Service Period (including changes requiring the hiring or training of additional employees by SHMC) without the mutual written
agreement of the Parties and adjustments, if any, to the charges for such Services; provided, however, SHMC may make changes from time to time in the manner of performing Services, notwithstanding that specific third party contractors (at times
referred to as “vendors”) may be listed on Appendix 1.01), if SHMC is making similar changes in performing or the performance of the same or substantially similar services for itself or its Affiliates. SHO will not resell any Services,
provide the Services to any joint-venture or non-wholly owned subsidiary, or otherwise use the Services in any way other than in connection with the conduct of SHO’s internal business. 

  
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 1.03 Transition Plan. At least semi-annually, and in the event of a
Change in Control, at least quarterly, throughout the Service Period, SHO will provide SHMC with current information and reasonable assistance concerning SHO’s plans for transitioning the performance of all Services to SHO or its designees
prior to the completion of the Service Period. SHMC will provide SHO with such information as is reasonably necessary to assist SHO with such transition. 
 1.04 Standard of Care. Except as otherwise set forth in this Agreement, SHMC does not assume any responsibility under this Agreement other than to render the Services in Good Faith, without
willful misconduct or gross negligence. SHMC makes no other guarantee, representation, or warranty of any kind (whether express or implied) regarding any of the Services provided hereunder, and expressly disclaims all other guarantees,
representations, and warranties of any nature whatsoever, whether statutory, oral, written, express or implied, including any warranties of merchantability or fitness for a particular purpose and any warranties arising from course of dealing or
usage of trade. SHMC will only be obligated to provide Services in a manner consistent with past practice (including prioritization among projects for SHMC, SHMC Affiliates, and SHO). 

1.05 Responsibility For Errors; Delays. SHMC’s sole responsibility to SHO for errors or omissions in Services caused
by SHMC will be to furnish correct information, payment or adjustment in the Services, and if such errors or omissions are solely or primarily caused by SHMC, SHMC will furnish such corrections at no additional cost or expense to SHO if SHO promptly
advises SHMC of such error or omission. 
 1.06 Good Faith Cooperation; Alternatives. SHMC and SHO will use Good
Faith efforts to cooperate with each other in all matters relating to the provision and receipt of the Services, including acquisition of required third-party contractor consents (if any). If SHMC reasonably believes it is unable to provide any
Service because of a failure to obtain third-party contractor consents or because of impracticability, SHMC will notify SHO promptly after SHMC becomes aware of such fact and the Parties will cooperate to determine the best alternative approach.

 1.07 Use of Third Parties. SHMC may use any Affiliate or any unaffiliated third-party contractor to provide the
Services to the extent the Affiliate or the unaffiliated third-party contractor provides comparable services to SHMC or, if not, if SHO gives its prior written consent (which consent SHO will not unreasonably withhold or delay). 

1.08 Assets of SHO. During the Service Period, (i) SHMC and its Affiliates and third-party contractors may use, at no
charge, all of the software and other assets, tangible and intangible, of SHO (together, the “Assets”) to the extent necessary to perform the Services, and (ii) SHO will consult with SHMC prior to upgrading or replacing any of
the Assets that are necessary for SHMC to provide the Services. 

  
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 1.09 Ownership of Data and Other Assets. Neither Party will acquire any right,
title or interest in any Asset that is owned or licensed by the other and used to provide the Services. All data provided by or on behalf of a Party to the other Party for the purpose of providing the Services will remain the property of the
providing Party. To the extent the provision of any Service involves intellectual property, including software or patented or copyrighted material, or material constituting trade secrets, neither Party will copy, modify, reverse engineer, decompile
or in any way alter any of such material, or otherwise use such material in a manner inconsistent with the terms and provisions of this Agreement, without the express written consent of the other Party. All specifications, tapes, software, programs,
services, manuals, materials, and documentation developed or provided by SHMC and utilized in performing this Agreement, will be and remain the property of Service Provider and may not be sold, transferred, disseminated, or conveyed by SHO to any
other entity or used other than in performance of this Agreement without the express written permission of SHMC. 
 1.10
Contact Person. Each Party will appoint a contact person (each, a “Contact Person”) to facilitate communications and performance under this Agreement. The initial Contact Person of each Party is set
forth on Appendix 1.10. Each Party will have the right at any time and from time to time to replace its Contact Person by written notice to the other Party. 
 ARTICLE II. 
 CHARGES AND PAYMENTS FOR SERVICES 

2.01 Compensation. 
 (a) Fees. As consideration for the provision of Services, SHO will pay SHMC for the first three years commencing on the Effective Date, (“First Three Years”) the annual,
quarterly, monthly, and hourly fees for the Services specified on Appendix 1.01 (the “Fees”), payable in equal installments in advance as provided on Appendix 1.01. Upon termination of an individual Service, SHO will pay a pro rata
portion of the applicable Fee specified on Appendix 1.01, calculated based on the portion of the individual Service actually performed, or expense actually incurred, through the date SHMC performs the Service. Transition Fees, if any are specified
on Appendix 1.01, will be paid with the last monthly installment payment of the Fees under the Agreement. If a Fee constitutes a “Charge” (as that term is defined in the Merchandising Agreement dated
            , 2012 between (1) SHO, and others, and (2) Sears, Roebuck and Co. and others (the “Merchandising Agreement”)), SHO will have no obligation to pay the
Fee in accordance with this Agreement to the extent SHO is paying it as a Charge in accordance with the terms and conditions of the Merchandising Agreement. If the Fees include charges for Services performed by a third party contractor and the third
party contractor fees increase during the First Three Years, then SHMC may pass through the increased charges as an increase in the Fees. The Parties will negotiate in Good Faith the Fees for the fourth and fifth years of the Term, which revised
fees will be reflected in one or more amendments to this Agreement. 

  
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 (b) Expenses. In addition to the Fees, SHO will reimburse SHMC for (i) COBRA
expenses advanced by SHMC with respect to SHO’s and its Affiliates’ employees who incur a qualifying event (as defined under COBRA) prior to the Effective Date, (ii) COBRA expenses advanced by SHMC with respect to SHO’s and its
subsidiaries’ employees who incur a qualifying event (as defined under COBRA) on or after the Effective Date until such COBRA liability is transferred to a SHO-sponsored group health plan on or after
            , 20    , and (iii) all other reasonable out-of-pocket expenses actually incurred in its performance of the Services, that are not included in the Fees
(“Expenses”). To the extent reasonably practicable, SHMC will provide SHO with notice of such Expenses prior to incurring them. (COBRA expenses and Expenses are together referred to as “Expenses”). If directed by
SHMC, SHO will pay directly any or all third-party contractors providing Services to or for the benefit of SHO. 
 2.02
Payments. SHO will pay Fees in accordance with Section 2.01(a). SHO will pay all Expenses and Transaction Taxes within thirty (30) days of SHMC’s valid invoice to SHO. Unless otherwise mutually agreed in writing, all
amounts payable under this Agreement will be payable by electronic transfer of immediately available funds to a bank account designated by SHMC from time to time. All amounts remaining unpaid for more than fifteen (15) days after their
respective due date(s) will accrue interest at a rate of the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by law, until paid. 
 2.03 Taxes. Fees do not include applicable taxes. SHO will be responsible for the payment of all taxes payable in connection with the Services including sales, use, excise,
value-added, business, service, goods and services, consumption, withholding, and other similar taxes or duties, including taxes incurred on transactions between and among SHMC, its Affiliates, and third-party contractors, along with any related
interest and penalties (“Transaction Taxes”). SHO will reimburse SHMC for any deficiency relating to Transaction Taxes that are SHO’s responsibility under this Agreement. Notwithstanding anything in this
Section 2.03 to the contrary, each Party will be responsible for its own income and franchise taxes, employment taxes, and property taxes. The Parties will cooperate in Good Faith to minimize Transaction Taxes to the extent legally
permissible. Each Party will provide to the other Party any resale exemption, multiple points of use certificates, treaty certification and other exemption information reasonably requested by the other Party. 

ARTICLE III. 
 TERMINATION 
 3.01 Termination of an Individual Service for Convenience
by SHO. Subject to the next sentence, SHO, upon sixty (60)-day’s prior written notice to SHMC, may terminate for SHO’s convenience any individual Service at the end of a SHO fiscal month. SHO may not terminate an individual Service if
the termination would adversely affect SHMC’s ability to perform another Service. 
 3.02 Termination of the
Agreement. 

  
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 (a) Subject to the next sentence, SHO or SHMC may terminate this Agreement in the
event of a material breach of this Agreement by the other Party if the breach is curable by the breaching Party and the breaching Party fails to cure the breach within 30 days following its receipt of written notice of the breach from the
non-breaching Party. If the breach is not curable by the breaching Party, the non-breaching Party may immediately terminate this Agreement following the non-breaching Party’s delivery of notice to the breaching Party. 

(b) SHO or SHMC may terminate this Agreement (whichever party is entitled to terminate, the “Terminating Party”)
effective immediately upon 30-days’ advance written notice to the other party if (a) the Terminating Party or any of its Affiliates terminates the Separation Agreement dated as of
            , 2012 between SHO and SHLD (the “Separation Agreement”) as a result of a material breach of, or a material default by, the other party or its Affiliates of
their obligations in the Separation Agreement, (b) the Terminating Party or any of its Affiliates terminates any of the License Agreements in accordance with its terms as a result of a material breach of, or a material default by, the other party or
its Affiliates of their obligations in the License Agreement, or (c) the Terminating Party or any of its Affiliates terminates the Merchandising Agreement in accordance with its terms as a result of a material breach of, or a material default by,
the other party or its Affiliates of their obligations in the Merchandising Agreement. “License Agreements” means the following, each dated as of the Effective Date: the Store License Agreement between Sears Authorized Hometown
Stores, L.L.C. and Sears, Roebuck and Co. (“SRC”); the Store License Agreement between Sears Home Appliance Showrooms, LLC and SRC; the Store License Agreement between Sears Outlet Stores, L.L.C. and SRC; and the Trademark License
Agreement between SHO and SRC. 
 (c) SHMC may terminate this Agreement if a Change in Control occurs. 

3.03 Obligations on Termination. Upon termination of this Agreement (a) each Party will promptly return or destroy all
Confidential Information received from the other Party in connection with this Agreement without retaining a copy thereof, other than one copy for record keeping purposes, (b) SHO will return to SHMC, as soon as reasonably practicable, all
equipment or other property of SHMC, whether owned, leased, or licensed, and (c) SHO will pay all outstanding Fees for Services rendered and Expenses incurred through the date this Agreement is terminated in accordance with its terms and for
all Transition Fees. 

  
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 3.04 Termination of an Individual Service by SHMC. 

(a) If an Affiliate of SHMC that provides a Service is unwilling or unable to provide the Service, (ii) the Affiliate of SHMC
does not provide a similar service to SHMC or its other Affiliates on terms that are comparable to the terms of this Agreement, and (iii) SHMC is unable to retain a replacement service provider to provide the Service on terms that are
comparable to the terms of this Agreement, SHMC, upon providing ninety (90)-days’ prior written notice to SHO, may terminate the Service, but the termination of the Service will have no effect upon the provision of the other Services to SHO. If
an unaffiliated third-party contractor of SHMC or an Affiliate that provides a Service is unwilling or unable to allow SHO to use the Service under the existing (or comparable) terms, and SHMC is unable to retain a replacement service provider to
provide the Service on terms that are comparable to the terms of this Agreement, SHMC, upon providing ninety (90)-days’ prior written notice to SHO, may terminate the Service, but the termination will have no effect upon the provision of the
other Services to SHO. If SHMC is unable to give SHO ninety (90)-days’ prior written notice to SHO due to such third-party contractor’s refusal to allow SHO to use the Service for ninety (90) days, then SHMC will provide as much
notice as possible. 
 (b) If the Parties fail to agree upon and execute an amendment regarding a Fee for one or more
individual Services for the fourth or fifth year of the Term, SHMC may terminate the individual Service or Services upon sixty (60)-days’ prior written notice to SHO. 
 ARTICLE IV. 
 CONFIDENTIALITY 

4.01 Confidentiality. 
 (a) Confidential Information” means all non-public information received by a Party, its Affiliates, and their respective Representatives (together, the “Receiving Party”)


  
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relating to the other Party, its Affiliates, and their respective Representatives (together, the “Disclosing Party”), in connection with this Agreement, including information
concerning pricing, service history, customer information and lists (except to the extent that these may be shared under privacy laws and regulations), employee information, sourcing and third party contractor information, costs, product
specifications and methods of operations, business plans, strategies, financial information, information technology information, and other proprietary information, regardless of the manner or medium in which it is furnished to or otherwise obtained
by the Receiving Party; provided, that the term “Confidential Information” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in
violation of this Agreement, (ii) is or was available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party by the Disclosing Party, provided that such information did not become available to
the Receiving Party, from a Person who, to the Receiving Party’s knowledge and at the time of receipt by the Receiving Party of the relevant information, is bound by a confidentiality agreement with respect to such information with (or other
confidentiality obligation to) the Disclosing Party or another Person or (iii) was or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is or was
(at the time of receipt of the relevant information) not, to the Receiving Party’s knowledge, bound by a confidentiality agreement with respect to such information with (or other confidentiality obligation to) the Disclosing Party or another
Person. 
 (b) The receiving Party will not disclose, and will cause its Affiliates and Representatives not to disclose,
any Confidential Information of the Disclosing Party to any Person; provided, however, that each Party will be responsible in any event for the acts or omissions of its Affiliates and Representatives to whom it discloses the Disclosing
Party’s Confidential Information; and provided, further, that Confidential Information may be disclosed only: 

(i) to the receiving Party’s Affiliates and Representatives in the normal course of performance of Receiving Party’s
obligations under this Agreement; 
 (ii) by the Receiving Party to the extent required by applicable law, rule or regulation
(including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which such Party is subject), with prior notice, if legally permitted, to the
Disclosing Party; 
 (iii) by the Receiving Party, if such Person determines in Good Faith that such disclosure is required in
order to comply with such Person’s obligations under the federal or state securities laws, rules or regulations, the rules of the NASD or the Nasdaq Stock Market or any other similar body), with prior notice, if legally permitted, to the
Disclosing Party; or 

  
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 (iv) with the prior written consent of the Disclosing Party. 

(c) Nothing contained herein will prevent the use (subject, to the extent possible, to a protective order) of Confidential
Information in connection with the assertion or defense of any claim by or against the other Party. 
 (d) Each Party
acknowledges that if it breaches this Agreement, the other Party may be irreparably and immediately harmed and may not be made whole by monetary damages. Accordingly, the Disclosing Party, in addition to any other remedy to which it may be entitled
in law or equity, is entitled to pursue any injunction or injunctions to prevent breaches of this Agreement and to compel specific performance of this Agreement, without the need for proof of actual damages. 

4.02 Third-Party Contractor Confidentiality Terms. If SHMC’s agreement with an unaffiliated third-party contractor
performing Services (“TP Agreement”) includes confidentiality terms that are less restrictive than this Article IV (i.e., the TP Agreement permits broader sharing or disclosure of confidential information than permitted in this
Article IV), then, notwithstanding anything in this Article IV to the contrary, the less-restrictive confidentiality terms of the TP Agreement will (i) control over this Article IV and (ii) govern SHMC’s rights and obligations in this
Article IV regarding the sharing of SHO Confidential Information with the unaffiliated third-party contractor, but in each circumstance only to the extent necessary to permit the unaffiliated third-party contractor to perform the Services.

 ARTICLE V. 
 INDEMNIFICATION; LIMITATION OF LIABILITY 
 5.01 Indemnification by
SHO. SHO will defend, indemnify, and hold harmless SHMC and its Affiliates and their respective Representatives from and against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’
fees) of every kind and nature arising from third-party claims, demands, litigation, and suits related to or arising out of this Agreement (together “SHO Claims”), except to the extent that such SHO Claims are found by a final
judgment or opinion of an arbitrator or a court of appropriate jurisdiction to be caused by: (i) a breach of any provision of this Agreement by SHMC; or (ii) any negligent act or omission, or willful misconduct of SHMC, its Affiliates, or
their respective Representatives in performance of this Agreement. 
 5.02 Indemnification by SHMC. SHMC will
defend, indemnify, and hold harmless SHO and its Affiliates, and their respective Representatives, from and against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’ fees) of every kind and
nature arising from third-party claims, demands, litigation, and suits, that: (i) relate to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful misconduct of SHMC
or its Affiliates during the performance of the Services, or (ii) relate to the infringement of any copyright or trade secret by 

  
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an Asset owned by SHMC or its Affiliates and used by SHMC in the performance of the Services (together, “SHMC Claims”). Notwithstanding the obligations set forth above in this
Section 5.02, SHMC will not defend or indemnify SHO, its Affiliates, or their respective Representatives to the extent that such SHMC Claims are found by a final judgment or opinion of an arbitrator or a court of appropriate jurisdiction to be
caused by: (a) a breach of any provision of this Agreement by SHO; (b) any negligent act or omission, or willful misconduct of SHO, its Affiliates, or their respective Representatives in performance of this Agreement; or (c) with
respect to infringement claims: (I) SHO’s use of the Asset in combination with any product or information not provided by SHMC; (II) SHO’s distribution, marketing or use for the benefit of third parties of the Asset; (III)
SHO’s use of the Asset other than as contemplated by this Agreement; or (IV) information, direction, specification or materials provided by or on behalf of SHO. SHO Claims and SHMC Claims are each individually referred to as a
“Claim.” 
 5.03 Procedure. In the event of a Claim, the indemnified Party will give the
indemnifying Party prompt notice in writing of the Claim; but the failure to provide such notice will not release the indemnifying Party from any of its obligations under this Article except to the extent the indemnifying Party is materially
prejudiced by such failure. Upon receipt of such notice the indemnifying Party will assume and will be entitled to control the defense of the Claim at its expense and through counsel of its choice, and will give notice of its intention to do so to
the indemnified Party within 20 business days of the receipt of such notice from the indemnified Party. The indemnifying Party will not, without the prior written consent of the indemnified Party, (i) settle or compromise any Claim or consent
to the entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified Party of a written release from all liability in respect of the Claim or (ii) settle or compromise
any Claim in any manner that may adversely affect the Indemnified Party other than as a result of money damages or other monetary payments that are indemnified hereunder. The indemnified Party will have the right at its own cost and expense to
employ separate counsel and participate in the defense of any Claim. 
 5.04 Limitation of
Liability. Except for (i) each Party’s indemnity and defense obligations as set forth in Sections 5.01, 5.02, and 5.03 and other liabilities to unaffiliated third parties, (ii) a party’s breach
of its confidentiality obligations, and (iii) breach of Section 1.09, in no event will either Party be liable for any consequential, incidental, indirect, special, or punitive damages, losses or expenses (including business interruption,
lost business, lost profits, or lost savings) even if it has been advised of their possible existence. The sole liability of SHMC and its Affiliates for any and all claims in any manner related to this Agreement will be the payment of direct
damages, not to exceed (for all claims in the aggregate) the Fees received by SHMC under this Agreement. Notwithstanding anything in this Agreement to the contrary, SHMC will not be liable for damages caused by SHMC’s third-party contractors;
however, to the extent permitted in a TP Agreement, SHMC will pass through to SHO applicable rights and remedies under the respective TP Agreement. 

  
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 ARTICLE VI. 
 MISCELLANEOUS 
 6.01 Expenses. Except as otherwise provided
herein in connection with the provision of the Services, each Party will bear its own expenses with respect to the transactions contemplated by this Agreement. 
 6.02 Waiver of Compliance. Any failure of a Party to comply with any obligation, covenant, agreement or condition in this Agreement may be waived in writing by the other Party, but such
waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. 

6.03 Amendment. Subject to the next sentence, this Agreement may not be amended except by a written amendment signed by
each Party. 
 6.04 Assignment. SHO may not assign its rights or obligations under this Agreement without the
prior written consent of SHMC, to be withheld in SHMC’s absolute discretion. A Change in Control will constitute an assignment of this Agreement by SHO for which assignment SHMC’s prior written consent will be required. SHMC may freely
assign its rights and obligations under this Agreement to any of its Affiliates without the prior consent of SHO; provided, that any such assignment will not relieve SHMC of its obligations hereunder. This Agreement will be binding on, and will
inure to the benefit of, the successors and assigns of the Parties. 
 6.05 Notices. All notices, requests,
demands, waivers and other communications required or permitted to be given under this Agreement must be in writing and will be deemed to have been duly given (i) when delivered by hand, (ii) three business days after it is mailed,
certified or registered mail, return receipt requested, with postage prepaid, (iii) on the same business day when sent by facsimile if the transmission is completed before 5:00 p.m. recipient’s time, or one business day after the facsimile
is sent, if the transmission is completed on or after 5:00 p.m. recipient’s time or (iv) one business day after it is sent by Express Mail, Federal Express or other courier service, as follows: 

 

	 	(a)	if to SHMC: 

 Sears Holdings
Management Corporation 
 3333 Beverly Road 
 Hoffman Estates, Illinois 60179 
 Attention:
                     

			
	Telephone:	  	(847) 286-            
	Facsimile:	  	(847) 286-            


  
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 with a copy (which will not constitute notice) to: 

Sears Holdings Management Corporation 
 3333 Beverly Road, B6-210B 
 Hoffman Estates, Illinois 60179 

Attention: General Counsel 
 Telephone: (847) 286-5933
 Facsimile: (847) 286-2471 

 

	 	(b)	if to SHO: 

 Sears Hometown and
Outlet Stores, Inc. 
 3333 Beverly Road 
 Hoffman Estates, Illinois 60179 
 Attention:
                     

			
	Telephone:	  	(847) 286-            
	Facsimile:	  	(847) 286-            

 or such other address as the person to whom notice is to be given has furnished in writing to the other
Parties. A notice of change in address will not be deemed to have been given until received by the addressee. 
 6.06
Survival. The provisions of Articles II (Charges and Payments for Services), III (Termination), IV (Confidentiality), V (Indemnification; Limitation of Liability), and VI (Miscellaneous) will survive any termination or expiration of this
Agreement. 
 6.07 Headings. The article and section headings contained in this Agreement are
inserted for reference purposes only and will not affect the meaning or interpretation of this Agreement. 
 6.08 No Third
Party Rights. Except for the indemnification rights under this Agreement of any SHMC or SHO indemnitee in their respective capacities as such, this Agreement is intended to be solely for the benefit of the Parties and is not intended to
confer any benefits upon, or create any rights in favor of, any person other than the Parties. 
 6.09
Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which will be deemed to be an original, and all of which together will be deemed to be one and the same instrument. 

6.10 Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal,
invalid, void or unenforceable, such provision will (to the extent permitted under applicable law) be construed by modifying or limiting it so as to be legal, valid and enforceable to the maximum extent compatible with, and possibly under,
applicable law, and all other provisions of this Agreement will not be affected and will remain in full force and effect. 

  
 11 









 6.11 Entire Agreement. This Agreement (including the Schedules hereto)
constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. 

6.12 Force Majeure. Neither Party will be responsible to the other for any delay in or failure of performance of its
obligations under this Agreement, or under any order placed pursuant to this Agreement, to the extent such delay or failure is attributable to any act of God, act of terrorism, fire, accident, war, embargo or other governmental act, or riot;
provided, however, that the Party affected thereby gives the other Party prompt written notice of the occurrence of any event which is likely to cause any delay or failure setting forth its best estimate of the length of any delay and any
possibility that it will be unable to resume performance; provided, further, that said affected Party will use its commercially reasonable efforts to expeditiously overcome the effects of that event and resume performance. 

6.13 Fair Construction. This Agreement will be deemed to be the joint work product of the Parties without regard to the
identity of the draftsperson, and any rule of construction that a document will be interpreted or construed against the drafting Party will not be applicable. 
 6.14 No Agency. Nothing in this Agreement creates a relationship of agency, partnership, or employer/employee between SHMC and SHO and it is the intent and desire of the Parties that the
relationship be and be construed as that of independent contracting parties and not as agents, partners, joint venturers or a relationship of employer/employee. 
 6.15 Governing Law; Jurisdiction; Waiver of Jury Trial. 
 (a) THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO ANY CHOICE OR CONFLICTS OF LAW PROVISION THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY OTHER JURISDICTION. 
 (b) Each of the Parties irrevocably and unconditionally submits, for itself and
its property, to the exclusive jurisdiction of any Illinois state court or Federal court of the United States of America, in either case sitting in Cook County, Illinois, and any appellate court to any thereof, in any action or proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties irrevocably and unconditionally (i) agrees not to commence any such action
or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Illinois state court or, to the extent permitted by law, in such Federal court, (iii) waives,
to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any 

  
 12 









 
such action or proceeding in any such Illinois state or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such Illinois state or Federal court. A final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Each Party irrevocably consents to service of process in the manner provided for notices in Section 6.05. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by law. 

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES AND, THEREFORE, IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (ii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iii) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.15. 
 6.16 Services Operating Committee;
Dispute Resolution; Mediation.  
 (a) Services Operating Committee. SHO and SHMC will form a
committee (the “Services Operating Committee”) that will address all day-to-day operational, financial, and other issues that may arise with respect to the Agreement, including its interpretation, the Parties intent reflected in
this Agreement, and the policies and practices between Seller and its Affiliates and the businesses comprising Buyer’s businesses in effect immediately prior to the Effective Date, and all Disputes. The Services Operating Committee will discuss
all of these issues and will attempt to resolve informally all Disputes in accordance with Section 6.16(b)(ii). The Services Operating Committee will consist of three employees of each Party that the Party designates. The initial members are
listed on Appendix 1.10. Each Party may replace one or more of its members at any time upon notice to the other Party. Each Party will promptly fill all of its Service Operating Committee vacancies as they arise by notice to the other Party. Unless
the members of the Services Operating Committee unanimously agree otherwise, the Services Operating Committee will meet at least once every calendar month during the Term on the dates determined by the members of the Services Operating Committee. If
the members of the Services Operating Agreement cannot agree on a date or a time for a particular monthly meeting the meeting will occur at 1:00 p.m. Central Time on the second Thursday of the month at the offices of SHLD, 3333 Beverly Road, Hoffman
Estates, IL 60179 B6-D. At all times one of the members of the Services Operating Committee will serve as the Services Operating Committee’s Chairperson. The initial Chairperson is listed on Appendix 1.10 and the other Services Operating
Committee members each will serve thereafter as Chairperson, on a monthly basis, rotating between SHMC’s designees and SHO’s designees. The Chairperson (i) will request that 

  
 13 









 
Services Operating Committee members provide meeting agenda items and (ii) will distribute to members, at least two business days in advance of each Services Operating Committee meeting, an
agenda for the meeting. 
 (b) Dispute Resolution by the Services Operating Committee. 

(i) If a Dispute arises, neither Party may take any formal legal action (such as seeking to terminate this
Agreement, seeking mediation in accordance with Section 6.16(c), or instituting or seeking any judicial or other legal action, relief, or remedy with respect to or arising out of this Agreement) unless the Party has first (i) delivered a
notice of dispute (the “Dispute Notice”) to all of the members of the Services Operating Committee and (ii) complied with the terms of this Section 6.16. At the first monthly meeting of the Services Operating Committee
following the delivery of the Dispute Notice (the “Dispute Meeting”) the Operating Committee will attempt to resolve all of the Disputes that are the subject the Dispute Notice. Each Party will cause its members on the Services
Operating Committee to negotiate in Good Faith to resolve all Disputes in a timely manner. If by the 30th day following the Dispute Meeting the Services Operating Committee has not resolved all of the Disputes the Parties will proceed to mediate the unresolved Disputes (“Unresolved
Disputes”) in accordance with Section 6.16(c). 
 (ii) Subject to the next sentence,
“Dispute” means each claim, controversy, dispute, and disagreement between, on the one hand, SHO or any of its Affiliates, or any of their respective shareholders, officers, directors, agents, employees, legal representatives
(including attorneys in their representative capacity), successors and assigns and, on the other hand, SHMC or any of its Affiliates, employees, legal representatives (including attorneys in their representative capacity), successors and assigns, in
each case arising out of or relating to a Party’s performance, or failure to perform, one or more of its obligations in this Agreement. Disputes do not include disagreements with respect to compliance with Article IV or payment obligations with
respect to amounts due in accordance with the terms and conditions of this Agreement that are not reasonably in dispute. 
 (c) Mediation of Unresolved Disputes. SHMC and SHO will attempt to resolve all Unresolved Disputes by non-binding mediation. SHMC and SHO will negotiate in Good Faith to determine the
mediator, the mediator’s compensation and related costs, and the applicable rules for the mediation. If by the
60th day following the Dispute Meeting Seller and Buyer
have been unable to settle an Unresolved Dispute the obligations of SHMC and SHO in this Section 6.16 will terminate with respect to the Unresolved Dispute. 
 6.17 Definitions.   The following defined terms include the singular and the plural form of the terms. 

  
 14 









 (a) “Affiliates” means (solely for purposes of this Agreement and
for no other purpose) (i) with respect to Buyer, its subsidiaries, and (ii) with respect to SHMC, SHLD and the subsidiaries of SHLD. 
 (b) “Applicable Law” means all applicable laws, ordinances, regulations, rules, and court and administrative orders and decrees of all national, regional, state, local and other
governmental units that have jurisdiction in the given circumstances. 
 (c) “Change in Control” means
the occurrence of any transaction or event, whether voluntary or involuntary, that results in a Competitor becoming, or as a consequence of which a Competitor becomes, directly or indirectly, at any time after the date of this Agreement and by
whatever means, the beneficial owner of more than 50% of the total voting power of outstanding securities entitled to vote in, or carrying the right to direct the voting with respect to, directly or indirectly and by whatever means the election of
the board of directors of SHO or any of its subsidiaries. “Competitor” means, solely for purposes of this Agreement and for no other purpose, Amazon.com, Inc., Best Buy Co., Inc., hhgregg, Inc., The Home Depot, Inc., Lowe’s
Companies, Inc., Target Corporation, Tractor Supply Co., Wal-Mart Stores, Inc., each other retailer that competes in any material respect with Seller’s major home appliance business or Seller’s power lawn and garden business, and the
Competitor Affiliates of each of them. “Competitor Affiliates” means each individual or entity that directly or indirectly, and by whatever means, controls, is under common control with, or is controlled by, a Competitor.

 (d) “COBRA” means Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

 (e) “Governmental Authority” means any federal, state, local, foreign or international court,
government, department, commission, board, bureau, agency, official or other legislative, judicial, regulatory, administrative or governmental authority. 
 (f) “Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability company, any other
entity and any Governmental Authority. 
 (g) “Representatives” means employees, partners, members,
directors, officers, counsel, investment advisors, third-party contractors, and other representatives. 
 (h)
“SHLD” means Sears Holdings Corporation. 
  

			
	 Additional Defined Terms:

Term
	  	Section
Where Defined
	 “Assets”
	  	1.08


  
 15 










			
	 Additional Defined Terms:

Term
	  	Section
Where Defined
	“Change in Control”	  	6.17(c)
	“Claim”	  	5.02
	“Confidential Information”	  	4.01(a)
	“Contact Person”	  	1.10
	“Disclosing Party”	  	4.01(a)
	“Disputes”	  	6.16(b)(ii)
	“Dispute Notice”	  	6.16(b)(i)
	“Effective Date”	  	1.01
	“Expenses”	  	2.01(b)
	“Fees”	  	2.01(a)
	“First Three Years”	  	2.01(a)
	“Good Faith”	  	6.19
	“Initial Chairperson”	  	6.16(a)
	“Merchandising Agreement”	  	2.01(a)
	“Party”	  	Introductory
paragraph
	“Receiving Party”	  	4.01(a)
	“Separation Agreement”	  	1.01
	“Service Period”	  	1.01
	“Services”	  	1.01
	“Services Operating Committee”	  	6.16(a)
	“SHMC”	  	Introductory
paragraph
	“SHO Claims”	  	5.01
	“SHO”	  	Introductory
paragraph
	“Transition Fees”	  	2.01(a)
	“TP Agreement”	  	4.02
	“Transaction Taxes”	  	2.03
	“Unresolved Disputes”	  	6.16(b)(i)


  
 16 









 6.18 Interpretation and Construction. In this Agreement
(i) “include,” “includes,” and “including” are inclusive and mean, respectively, “include without limitation,” “includes without limitation,” and “including without
limitation,” (ii) “or” is disjunctive but not necessarily exclusive, (iii) “will” expresses an imperative, an obligation, or a requirement, (iv) numbered “section” and
“article” references refer to sections and articles, respectively, of this Agreement unless otherwise specified, (v) unless otherwise indicated all references to a number of days will mean calendar days unless otherwise
specified and all references to months or years will mean calendar months or years, and (vi) $ or Dollars will mean U.S. Dollars. 
 6.19 Good Faith and Fair Dealing.   SHMC and SHO each will exercise Good Faith in the performance of its obligations in this Agreement. “Good
Faith” means honesty in fact and the observance of reasonable commercial standards of fair dealing in accordance with Applicable Law. 
 [signature page follows] 

  
 17 









 
							
	SEARS HOLDINGS MANAGEMENT CORPORATION
		
	By:	 	  





							
				
		 	Name:	 	  
	 	


 
							
		 	Title:	 	  
	 	


 and 

 

							
	SEARS HOMETOWN AND OUTLET STORES, INC.
		
	By:	 	  





							
				
		 	Name:	 	  
	 	


 
							
		 	Title:	 	  
	 	



  
 18 









 Appendix 1.01 

Schedule of Services and Fees 
  

					
	 Service or Business Area
	  	 Services
	  	 Fees

	HUMAN RESOURCES	  	 Payroll Administration:
  

•        Manage the associate time and attendance system and
process.
  

•        Manage the creation and reporting of payroll payment
processing regardless of method – electronic, paper, paycard, etc. This includes exempt and non-exempt associate population.
  

•        Administer garnishment process.

 

•        Calculate associate commission income and administer the
reporting for commission payments.
  

•        Manage payroll taxes and related deductions.

 

•        Manage the processing and distribution of W-2 statements,
both for 1/1/12 through 8/31/12 and for 9/1/12 through 12/31/12.
	  	$52,400 per month
			
		  	 Benefits administration:
  

•        Support management in maintaining relationships with
insurance benefits providers (healthcare, dental, life, STD/LTD).
  
 •        Manage 2013 associate benefit enrollment and open enrollment for new hires and incumbents

 

•        Administer pension plan, 401K plan, retirement savings
plan, WorkLife solutions.
  

•        Manage voluntary benefits programs and maintain company
programs for service anniversaries and associate purchase discount cards.
  
 •        Maintain administrative processes for associate communications and HR Policy development.
	  	$4,200 per month


  
 A - 1










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Talent Acquisition:
  

•        Manage recruiting for salaried and hourly
associates.
  

•        Utilize applicant tracking system to mine, recruit and hire
exempt and non exempt associates.
  

•        Recruit via college/campuses, military programs, community
engagement.
  

•        Administer job postings and search management
activities.
  

•        Conduct market searches and utilize data to source and
recruit talents.
  

•        Administer referral programs.

 

•        Perform assessment, background check, drug screening and I9
verification for exempt and non exempt candidates.
  
 •        Conduct on-boarding activities (orientation, training, relocation management, etc.) for newly-hired associates.

 

•        Administer the transfer of Sears, Roebuck and Co.
associates and Sears Holdings Management Corp. associates to appropriate SHO entity, including issuing offer letters, transferring payroll, tax records, and benefits records and collecting employee acknowledgements of SHO’s Code of Conduct,
Handbook, and Policy.
	  	$26,000 per month
		  	 Talent Management:
  

•        Maintain business processes for management to conduct
performance reviews bi-annually for exempt and non exempt associates
  
 •        Transfer data of SHO associates who were on a PIP prior to Separation.
  

•        Provide management with various tools to manage and assess
associates and assist them in developing succession plans.
  
 •        Manage the reporting and analytics of talent development data for all corporate and field associates.

 

•        Manage labor relations, fair employment and other
employment compliance issues.
	  	$3,700 per month


  
 A - 2










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Compensation:
  

•        Assist management in developing strategy, execution and
compliance of executive, salary and hourly compensation programs.
  
 •        Administer corporate incentive (LTIP, AIP, etc.) and field commission programs.

 

•        Transition SHC stock and cash rights (vested and unvested)
of eligible associates to SHO, as authorized by appropriate corporate action and SHC legal direction.
  

•        Track eligibility, and payment of retention awards (issued
pre-Separation).
  

•        Transfer Long-Term Incentive Program payments information
to SHO (for Q2 2012 performance, payable in 2013) (SHC to bear cost for performance before Separation, SHO for performance after Separation). Provide information to track associates’ quarterly data under the LTIP plan to SHO.

 

•        Transfer new-hire sign-on bonus information to SHO,
including retention requirements.
  

•        Transfer Executives Severance Agreements and associated
data to SHO.
	  	$3,000 per month
		  	 Talent Development and Learning:
  

•        Assist management in defining and implementing a strategy
for talent development and learning.
  
 •        Assist management in developing the learning curriculum and content for both salaried and hourly associates.

 

•        Offer instructor-led (at the Hoffman Estates Support
Center) and eLearning training for associates.
  
 •        Manage and conduct LEAD program, merchant academy, compliance course management and leadership development programs (BUILD, BA, TLP, BAP)

 

•        Maintain processes to track learning and
compliance.
	  	No Charge


  
 A - 3










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Associate Relations
  

•        Provide use of call center to receive associate
inquiries.
  

•        Manage the reporting and support of associate change
requests and other employment-related questions.
  
 •        Assist management in managing employee relations cases.
  

•        Assist management in establishing an associate termination
process including termination decision matrix and termination process (return of assets, exit interview, final pay, data security, etc.).
  

•        Assist management in establishing an expense reimbursement
process within SHO.
	  	$31,100 per month
		  	 Diversity/Associate Networks:
  

•        Assist management in creating processes to welcome the
efforts of associates to establish diversity and associate networks
	  	Included in Talent Acquisition
		  	 Analytics and Reporting:
  

•        Perform ad-hoc and cyclical reporting and Workforce
Analytics (WFA) administration.
  

•        Conduct human capital analytics projects.
	  	$2,900 per month
		  	 Compliance
  

•        Assist management in using various tactics to promote the
adherence to associate relations policies and programs
  
 •        Assist management in managing and negotiating collective bargaining contracts.

 

•        Assist management in developing programs for leave
administration; fair employment and affirmative action support, as may be needed.
  
 •        Offer counseling, training and support on all labor-related matters and employment practices compliance.
	  	$2,100 per month


  
 A - 4










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Support Center Benefits
  

•        SHC benefits provided to Support Center
employees
	  	$39,900
		  	 Continuing Support Services (Post 1/1/13)
  

[Preliminary Listing; subject to revision based on ADP Agreement and SHO Management decisions]
	  	
		  	 Benefits administration:
  

•        Support management in maintaining relationships with
insurance benefits providers (healthcare, dental, life, STD/LTD).
  
 •        Manage 2013 associate benefit enrollment and open enrollment for new hires and incumbents

 

•        Administer pension plan, 401K plan, retirement savings
plan, WorkLife solutions.
	  	$4,200 per month
		  	 Compliance
  

•        Assist management in using various tactics to promote the
adherence to associate relations policies and programs
  
 •        Assist management in managing and negotiating collective bargaining contracts.
	  	$2,100 per month
		  	 Associate Relations
  

•        Provide use of call center to receive associate
inquiries.
  

•        Manage the reporting and support of associate change
requests and other employment-related questions.
  
 •        Assist management in managing employee relations cases.
	  	$31,100 per month


  
 A - 5










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Compensation:
  

•        Assist management in developing strategy, execution and
compliance of executive, salary and hourly compensation programs.
  
 •        Administer corporate incentive (LTIP, AIP, etc.) and field commission programs.
	  	$3,000 per month
			
	FINANCE & ACCOUNTING	  		  	
	Finance and Accounting	  		  	
	General Ledger	  	Provide SHO access to the SHMC finance general ledger system to process all accounting related activities for SHO business. This includes, but is not limited to, the
Peoplesoft system for recording all financial transactions along with all necessary systems that feed data into the general ledger such as NAI, Accounts Payable, Mechanized R&D, Point-of-Sale, Inventory Systems, Markdown Management Systems,
SOLAR payroll processing, Waste Recon, and other external feeds.	  	Maintain PeopleSoft accounting system and Stock Ledger (SL) merchandise and margin systems: $12,000 per year
	Accounting Services	  	 Perform daily, weekly and monthly transaction processing of all entries and feeds into the general ledger system. Compile and load
general ledger information for SHO into Essbase financial reporting databases, EIS and Financial Transaction Databases to be used for internal reporting and analysis by SHO. SHMC will inform SHO of any processing errors or data feed issues
which would impact the financial results of SHO.
  
 •        Accounts Payable – access to SHMC finance Accounts Payable system to process all invoices and purchase orders for SHO. 

 

•        Fixed Asset Management – maintain all SHO fixed
assets in the SHMC finance fixed asset system. Also provide necessary support to add new locations or assets into the system as new stores are opened or assets are procured by current locations.
	  	
		  	 Cash Management
  

•        Cash settlement as currently handled by
SHMC
	  	$164,000 annually.


  
 A - 6










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Cash clearing
accounts
  

•        Daily investment

 

•        Cash forecasting

 

•        Cash flow
	  	
			
		  	 Physical Inventory/Shrink Process Reporting
  

•        Contract with RGIS or similarly qualified vendor for
physical inventory process
  

•        Perform inventory shrink reconciliations and
reporting
	  	
		  	 AP Processing and Accounting
  

Reporting
  

•        Prepare/distribute statements which summarize results
and financial position
  

•        Data extraction (FTD) financial transaction data base
and financial, management and external reporting
  
 •        Maintain PeopleSoft accounting system and SL (stock ledger) merchandise and margin systems

 

•        Maintain Essbase reporting databases which warehouse
financial information 
  

•        Data extraction for general ledger (PS), Fixed Assets
and Capital tracking.
  

•        Maintain general ledger and supporting record as
necessary
  
 Disbursements

 

•        Process accounts payable

 

•        Match merchandise receipt to invoice

 

•        Approve invoices

 

•        Cutting and receiving checks from vendors

 

•        Correspond with vendors
	  	


  
 A - 7










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Retain records

 

•        AP write-offs by vendor by department

 

•        Receivable collection related to AP
accounts
  

•        Import reconciliation

 

•        Process other disbursements

 

•        Pay approved disbursements

 

•        Process travel and entertainment

 

•        Lease Payment System(LPS)

 

•        Data Extraction for Invoice Processing System (IPS),
payment processing (NAP), mechanized R&D (NDJ), Purchase Order Writing System (POWS) and LPS
  

•        General Ledger

 

•        Process journal entries

 

•        Maintain integrity of balances

 

•        Monthly reconciliation of balance sheet
accounts
  

•        Annual recording of book-to-physical inventory
adjustments
  

•        Variance analysis of unit income statement balances and
identify potential errors
  

•        Maintain fixed asset records
	  	
			
	Reporting Services	  	Compile and produce Monthly, Quarterly, and Annual External financial statements for SHO including, but not limited to Income Statements, Balance Sheets, and Statement of Cash
Flows. In addition, the Quarterly and Annual financial statements will include all notes, tables and supplemental information necessary for external audit and SEC filing requirements.	  	$150,000 per year.
		  	 Vendor Allowance Reporting
  

•        SHMC will process all SHO vendor allowance agreements
and provide a monthly report of the vendor allowances that are paid to SHO and reporting to show non-shared vendor allowances as determined by the Service Level Agreements between SHO and SHMC. At the request of SHO, SHMC will conduct periodic
audits of SHMC allowances collected to confirm that the Service Level Agreements are in compliance.
	  	$25,000 per year.


  
 A - 8










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Peoplesoft Projects Module
  

•        Provide SHO with access to SHMC finance Peoplesoft
Projects Module to set up new capital and/or expense projects including all necessary feeds to create purchase orders, feeds to the SHMC finance A/P and feeds to the SHMC finance Fixed Asset System.
	  	
			
	Tax	  	 Tax Returns and Certain Other Filings:
  

Required Tax Services
  

1.       Federal income tax

 

a.       Prepare return and remit tax due

 

b.       Prepare estimated tax and extension filings and remit tax
due
  

c.       Prepare LIFO tax calculations (if business adopts LIFO)

 

d.       Prepare supporting workpapers

 

e.       Prepare tax elections

 

f.        Foreign tax credit calculations

 

g.       If SHMC stops providing applicable HR services to SHO, SHO will be
responsible for providing SHMC with data necessary to report any available employment-related tax credits (e.g., WOTC).either directly or through a third party
  

2.       State income tax

 

a.       Prepare returns and remit tax due

 

b.       Prepare estimated tax and extension filings and remit tax
due
  

c.       Prepare supporting workpapers

 

d.       Prepare tax allocations for periods when part of SHLD unitary
returns
  

3.       Financial Accounting

 

a.       Quarterly tax provision, effective tax rate calculations, tax
accounting journal entry support
	  	 Required Tax Services

 
 $239,800 per year

 
 “As-Needed” Tax
Services
  
 $55/hour

 
 Service Level Increases

 
 If service levels increase due to change in business or change in legal
requirements, cost to be adjusted to reflect increase in SHMC costs to provide Services (if any)
  
 Out-of- Pocket Costs
  
 Travel and other expenses and third party fees charged-through at cost



  
 A - 9










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 b.       Analysis of uncertain tax positions and
quarterly tax reserve calculations and journal entry support (if necessary)
  
 c.       Tax footnote disclosures for Form 10-K and Form 10-Qs
  

d.       Return-to-accrual calculations and necessary journal entry
support
  

4.       Sales and use tax

 

a.       Prepare tax returns and remit taxes due

 

b.       Maintain tax tables in POS system (if continue to use Sears POS
system)
  

5.       Property tax

 

a.       Personal property tax filings

 

b.       Real estate tax filings; landlord reimbursements

 

c.       Accrual estimates

 

d.       Monthly summary of tax bills paid along with recommended changes in
current monthly estimate of tax liability per location
  
 e.       Appeals and audit defense, where appropriate
  

6.       Business license filings; gross receipts tax filings and accrual
estimates
  

7.       Annual report/franchise tax filings

 

8.       Foreign tax (Puerto Rico, Guam)

 

a.       Work with SHO outside tax advisors in preparing necessary tax
returns, estimated tax filings and extension filings (e.g., income, property, gross receipts) and facilitating payment of tax
  

b.       Work with SHO outside tax advisors, when appropriate, to prepare
supporting tax workpapers and accounting method changes and tax elections
  
 c.       SHO will engage a third party tax advisor to prepare its Guam and Puerto Rico tax filings and estimated tax filings; to provide any necessary audit defense; and
to provide any other foreign tax services that may be required.
  

“As-Needed” Tax Services
  

1.       Audit support (other than for property tax as provided
above)
  

2.       Preparation of accounting method changes
	  	


  
 A - 10










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 3.       $10,000 cash receipts reporting (when necessary;
based on information provided by business)
  
 4.       Federal excise tax return (if applicable)
  

5.       Maintain tax tables in POS system (if new POS system
implemented)
  

6.       Transition tax functions from SHMC to SHO
	  	
			
	Financial Reporting Systems	  		  	
	Audit	  	 As requested by SHO and as agreed to with Internal Audit management, Field Audit services will be provided at a rate of $480/day which
includes travel expenses.
  
 IT general computing controls testing the IT
Audit team to support SOX compliance.
	  	 $480/day
  
 No charge

	Procurement	  	 1.       Provide SHO with sourcing, negotiation,
contracts handling, supplier management and advisory services for procurement (of appropriate dollar value) for capital and expense equipment, materials, supplies and services, as requested by SHO. Procurement Services include competitive sourcing
and bidding processes and tools to assist SHO in obtaining the best total cost. Additional Services requested will be scoped, costed and passed to SHO at additional cost when identified and agreed to in writing by the Parties.

 

2.       Purchase Order handling and processing of requests entered by SHO or
SHMC within the Peoplesoft system, Purchase Order Writing System, Enterprise Contract Management and/or when available Ariba system. Included is the Schwarz Supplies order entry and IMA tool for consumables supplies ordering for the term of its
deployment and use of the DocuSign system to electronically execute agreements. (In the event that rights must be secured, they will be scoped, determined and shared with SHO for approval to acquire and pass all costs involved). DocuSign use by SHO
is limited to the number of envelopes remaining after the Effective Date from
	  	 $296,000 per year plus all third party contractor costs, some of which are set forth in this section below.

 
 Hourly rate for special projects and additional procurement Services not set forth in
this Agreement: $62.00 per hour



  
 A - 11










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 the 1500 envelopes purchased by the Sears Hometown Stores business prior to the Effective Date. SHMC will also
perform resolution assistance with suppliers related to purchases or payables matters, when requested. If SHMC must perform additional Services to re-configure or revise SHMC (owned or licensed) systems SHO will be charged at cost for any and all
Services required to make these accommodations (including IT efforts).
  
 3.       Use of SHMC agreements (if permitted in the respective agreements) for (non-merchandise) goods and services. If rights from third party contractors need to be
secured, they will be scoped, evaluated, costed and passed to SHO for approval. Any costs associated with acquiring rights will be passed to SHO at cost. Travel Services – provide access to the Concur travel system and American Express travel
services along with all preferred pricing for airfare, hotels and car rentals that may be made available to SHO employees. Use of FBU Procurement credit cards and Travel credit cards to be made available to all current SHO employees (if provider
banks agree and such use is not in conflict with governance and policy). New employees to SHO can be added to the travel card program with the prior written approval of SHO. SHMC will provide quarterly reporting of travel expenses from
Concur.
  

4.       Associate Lease Vehicle program – Vehicle leasing through
SHMC’s lease company provider, lease vehicle maintenance programs and fuel buy programs (if not in conflict with governance and policy) for all SHO employees in the program as of the Effective Date. SHO may allow additional SHO employees to
participate in the program, upon SHMC receipt of SHO approval of the respective employees. Any additional effort involved and changes to administration or processing required by SHO may trigger additional cost effort which will be identified, agreed
and passed to SHO at cost.
  

5.       Temporary labor Services handling and processing.
	  	  
  
  

Travel Services:
  
 Third party contractor cost for each transaction (i.e. time and expense report processed), which as of the Effective Date is $2.35 per transaction.

 
 Travel Services (American Express), which as of the Effective Date is $62,500 per
year;



  
 A - 12










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

			
		  	 6.       Other Assistance – Such other procurement Services as is requested and
defined by SHO, which will be scoped, costed and agreed upon by the Parties prior to proceeding.
	  	
			
	Risk Management & Insurance	  	 Risk Management and Insurance:
  

1.       Data Extraction and Tracking and Administration of:

 

•        Workmen’s Comp

 

•        Auto Insurance

 

•        General Liability

 

•        Property Insurance

 

•        D&O Insurance

 

2.       Claims review

 

3.       Consultation in connection with the purchase of insurance

 

4.       Maintain insurance claims records and provide access to tools for
viewing this information, for the following types of insurance:
  
 •        General Liability
  

•        Workers’ Compensation

 

•        Auto Liability

 

•        Property Insurance

 

•        D&O Insurance
	  	 1.       $100/hr. if SHO cannot get information direct from
third-party contractor (e.g., Sedgwick, Liberty)
  
 2.       $75/hr.
  

3.       $150/hr.

 

4.       $100/hr. if SHO cannot get information direct from third-party
contractor (e.g., Sedgwick, Liberty)

			
	Treasury	  	 1. Cash Management Services:
  

Cash Management services , including but not limited to, establish banking structure, opening and maintaining new and existing bank accounts, daily
consolidation of funds, calculation of daily cash position, movement of funds as
	  	 Monthly Fees
  

1238 stores
  

$7,169



  
 A - 13










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	necessary, reconciliation of accounts and maintenance of balances, development of funding forecasts and future cash needs, support for banking and armored car services for the
outlet stores and company owned or transitioning dealer stores, administration of users access to treasury website and banking software, ordering deposit slips and stamps from service providers, approving armored car purchase orders	  	Note: In the event the store count doubles (2476 stores), the projected monthly fees are $10,744
		  	  
 2. Credit Facility
Administration
  
 Advise on credit facility structure implementation
or renewals and obtain lenders. Execute borrowings, provide monthly bank reporting and validate facility compliance and fees.
	  	  
 $3,403

 

	  	  	Note: In the event the store count doubles (2476 stores), the projected monthly fees are $3,403
	  	Total	  	$10,572
	  		  	Note: In the event the store count doubles (2476 stores), the projected monthly fees are $14,147
	ADVERTISING AND MARKETING	  		  	
	Online Business Unit	  		  	
	Email	  	 Continuing to support / send emails:
  

•        Promotional / Trigger emails

 
 Core emails (standard promotional emails sent to
customers)
	  	 All prices/rates are performed by a 3rd party contractor. Current price is noted below:

 
 Variable rate:

 
 Email rates range between $4-$7 per 1,000 email sends



  
 A - 14










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

	OBU Operations	  	  
 Fraud Solutions

 
 RSA – Retail Services Agreement*

 
 Store Pick-Up Order is picked up by another person. Customer has the online
capability of having a 3rd party pick up their order at a
store.
  
 RED (Retail Decisions) – is a service provider that reviews
every order via systemic rules
  
 Review potential fraud orders for
outlet
  

•        Hometown – $612 in RED costs; 24,480 orders in
2011
  

•        Outlet – $1,575 in RED costs; 63,000 orders in
2011
  

•        Hardware – $578 in RED costs; 23,139 orders in
2011
  
 Fraud outsorts – triggered by RED rules and the orders are
reviewed by OBU’s fraud team in Tempe, AZ.
  
 Fraud outsort cost applies
only to outsorted orders (about 3.6% of orders on average)
  
 •        Hometown – $6,372 in fraud/outsort costs; 24,480 orders in 2011
  

•        Outlet – $16,398 in fraud/outsort costs; 63,000 orders
in 2011
  

•        Hardware – $6,023 in fraud/outsort costs; 23,139
orders in 2011
  

*  unable to determine if expenses were incurred for these services
	  	 All prices/rates are performed by a 3rd party contractor. Current price is noted below:

 
 RSA: $1.00 per order

 
 RED: $0.025 per transaction

 
 Fraud / outsorts: $7.23 per order

	OBU Operations con’t	  	 LivePerson
  

Provide hosting and selling services through our online customer care network. Services include chat and consulting (rates for chat and phone are based on
monthly contacts).
  
 Kana Platform*

 

•        Customer service support system utilize by the customer
care network in order to supply customer contact support.
	  	 All prices/rates are performed by a 3rd party contractor. Current price is noted below.

 
 Variable rate depending on volume:

 

•        Chat: $0.43 per contact (avg. monthly contacts for 2011 was
9k)



  
 A - 15










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Kana response is OBU’s CCN email
system. We receive and respond to CCN customer emails in this system.
  

Vendor Direct
  

•        Supporting our online vendor direct to customer fulfillment
channel
  

•        Outlet is setup to bring on vendors for this channel but no
action has been taken to do so
  

*  2012 rate likely to change due to system upgrade of Kana
	  	 •        Phone: Live Person does not handle
calls for Hometown, Outlet, or Hardware
  
 •        $700 license fee per user (one-time fee) plus 18% annual maintenance fee on every license fee

 

•        $700 license fee for the email support system (Kana
response) plus 18% annual maintenance fee for every license fee.
  
 Rates
contingent upon bringing vendors on.

			
	Marketing	  	 Print placement and analytics.
  

Currently provided through NSA/Alliance media and Valassis, SHMC will continue to provide ongoing support for the following functions: Vendor management
including contract negotiations, coordinating placement and quantities, development, implementation and communication of run sheets with newspapers and printers, cost estimations, distribution analytics and recommendations, invoice reconciliation,
development of new store profiles, and conflict resolution for non performance between media vendors and SHO.
  
 Fees and expenses will be billed by SHMC directly to SHO. Fees are for 2012 and are estimated based on planned volume.
	  	 HTS=$592,764 per year

AHS=$56,448 per year
 HAS=$0

OUT =$0)
  

*   If SHMC changes to another vendor for these Services, then fees may be either directly billed
to SHO or billed by SHMC to SHO.



  
 A - 16










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Other media placement and analytics.

 
 Currently provided primarily through MPG and Digitas, SHMC will continue to provide
ongoing support for MPG and Digitas.
	  	 No charge by SHMC*
 MPG
& Digitas
 HTS=$0

AHS=$0
 HAS=$0

OUT =$0
  

*   If SHMC changes to another vendor for these Services, then fees may be either directly billed
to SHO or billed by SHMC to SHO.

		  	 Point of Purchase (“POP”) and Offset Signing Procurement:

 

•        Planned Offset Signing & POP Elements: SHMC will
provide visibility to storewide offset signing and POP elements, to the extent applicable to SHO. SHMC will provide advance notice of pricing inclusive of shipping to FastPak, creative proofs, and specifications. SHO may purchase these items at
cost.
  

•        SHO exclusive signing projects: SHMC will assist SHO in the
competitive bidding process for signing projects exclusive to SHO.
	  	 •        Total = 50K
Annually
  

•        Ad-Hoc support and/or unique support requested by SHO will
be provided by SHMC at a cost of $45/hr.
  
 Plus Procurement
Support

			
		  	Print vendor management: SHMC will continue to coordinate execution of printed materials for the SHO preprint program, including execution from the receipt of
completed files to the delivery to each newspaper vendor including freight/freight execution, and quality control to established SHMC standards, including a review of final Epson proofs prior to printing.	  	 $82,500 per year
  

Plus Procurement Support

			
		  	Financial Reconciliation for preprint program. Provide estimated and actual costs to execute each marketing event on a job by job basis.	  	Included above
		  	
3rd party and internally available marketing analytics.

 
 Provide SHO with regular reporting, access to systems or fulfillment of ad hoc
requests for marketing related data including, but not limited to, internal and external CSAT data on a weekly basis, market share data on a quarterly basis and ad tracking reports. Reporting will include SHO specific reporting as agreed upon in
writing by the Parties.
	  	 CSAT (CLASS) $135,000 per year for SHO
  

Other market share reports have no incremental cost for SHO



  
 A - 17










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 POS offer execution. This includes creation and execution of barcodes, offers at POS (on receipt), and any updates to
marketing functionality (e.g. offers based on market basket).
  
 Need further details on all services provided under this category and the requirements needed from SHO (with lead times) in order to perform/execute these POS activities.
	  	No incremental cost for SHO
		  	 APT (Applied Predictive Technologies) Test and Learn Tool (service provided by APT) – Access to APT Test and Learn
Tool with all HTS data.
  
 SHMC to
bill SHO directly for all services provided by APT
	  	$30,000 per year
		  	 Access and Maintenance of Systems:
  

SHMC will continue to maintain functionality and provide SHO access to dependent marketing systems. If SHMC modifies or replaces existing SHO dependent
systems, the SHMC must provide notice in writing 180 days prior.
  
 Note: PMI and AdPlan are replaced by IMPACT
  
 These systems include:
	  	System Support-(price support/training/coaching/holiday support/problem resolution) – $88K annually. If SHO desires their own dedicated line for support, it will cost
more

  

							
	  	 	 System
	  	 Function
	  	 
	 	PMI	  	Legacy Pricing System	  
	 	RES/ Sign Riter	  	Item level signage	  
	 	Deal Management	  	Supports creating and maintenance of Sears coupons and barcodes	  
	 	Aprimo	  	Soft-proofing system for reviewing, annotating and approving pages. Creation of activities in Aprimo supports future pricing out of IMPACT and accounting.	  
	 	Deal Management	  	Supports creating and maintenance of Sears coupons and barcodes	  
	 	Digital Asset Management (DAM)	  	Photography, logos and finished pages library	  
	 	MARS	  	Accounting	  
	 	IMPACT	  	Marketing Planning/Production /Financial Management tool	  
	 	Ad Plan	  	Pricing information	  


  
 A - 18










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	Access to Digital Asset Management (DAM), FTP sites or any system which may host images. SHO will have access and rights to use all product level images and
branding images/treatments. The same access will be made available for franchisees of SHO.	  	$12,000 annually for self-serve access.
		  	Access to Aprimo soft proofing functions in IMPACT. SHO will continue to use IMPACT as a soft proofing system until the point where IMPACT interfaces with all internal
& external vendors. SHO needs will be supported by enhancements to IMPACT, however until IMPACT can fully support the needs of SHO access will be provided to all legacy systems including PMI and AdPlan.	  	On-going access to all IMPACT related systems – $1.33 million (5% of total assessed IT costs for base and support based on the 2012 IBA)
		  	 Local Ad
  

Online digital circular
	  	$170,000 per year
			
	 LOSS PREVENTION
  

General Inventory Safety
	  	 Provide inventory Services for SHO including but not limited to;

 
 Initial physical inventory scheduling

 
 Consecutive rescheduling requests will be handled at a rate of
150/hour
  
 Inventory service provider
management
  
 Physical inventory process management (data
feeds to/from vendor/store/corp/)
  
 Point of contact for
inventory related questions, rescheduling requests, concerns
  
 Disaster related inventory assistance
	  	$ 35,000 /year
	  	 Provide Technology, Merchandise Protection & Physical Security Management including but not limited to;

 
 Update of merchandise protection standards for various store
formats
  
 Planning, management and deployment assistance
of third party contractor guard coverage as needed (limited to third party contractors retained by SHMC)
  
 Manage third party contractors for repairs, upgrades as needed
  

Manage burglar alarm & fire alarm systems (“BA/FA”) maintenance agreement and facilitate needed repairs
	  	$ 65,000 /year


  
 A - 19










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Manage electronic article surveillance (“EAS”) systems maintenance and facilitate needed
repairs
  
 Administration and processing services for
payment of SHMC Loss Prevention business unit related invoices
  
 Provide Close Circuit TV consultation & solutions for new store construction, existing site improvements/retrofits ($150/hour rate)
	  	
		  	  
 Provide Crisis & Emergency Management
Services
  
 Weather monitoring and notification
Services
  
 Crisis response and planning
Services
  
 Risk assessment models

 
 Mitigation strategies

 
 Consultative services as needed ($150/hr)

 
 Manage public sector partnerships (FEMA/Department of Homeland
Security)
  
 Critical incident reporting and management
system
	  	  
 $ 30,000
/year



  
 A - 20










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 General Safety Management
  

Access to safety & health manuals, training and procedures

 
 Access to hazmat shipping manual, training, and
procedures
  
 Regulatory agency (OSHA, Fire Department,
and Department Of Transportation (“DOT”)) issue management
  
 Core safety processes development and management
  

•     Accident prevention plan,

 
 •     Safety
team,
  

•     Safety inspection

 
 Identification and management of personal protective equipment
and safety supply lists
  
 Accident reporting and
investigation training programs
  

•     Return to work

 
 •     Customer
handling processes
  
 Food safety training for storage,
transportation, and recall handling.
  
 Manage pest
control service contract and inspections
  

Administration and management of awareness program and material

 
 Management of hazardous materials

 

•     Identification

 
 •     Storage
and handling Classification
	  	$ 65,000 /year
		  	  
 Critical Safety Management ($150/hour per SHMC employee as
needed for Services, third party contractor resources at actual contractor fees plus expenses). SHMC will determine, in its discretion, when a SHMC or third party contractor resource is used.

 
 Critical accident management (amputations, fatalities,
etc.)
  

•     Communication

 

•     Investigations
	  	  
 $ T&M        
-



  
 A - 21










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •     Management and guidance

 
 Critical Health Management

 
 •     Bed
bugs
  

•     TB, other infectious diseases

 
 Regulatory Agency Activity Management

 
 •     Citation
review
  

•     Investigations

 
 Informal conference, negotiation and settlement
	  	
		  	 Ongoing Safety Expenses by SHO businesses: ($150/hour per SHMC employee as needed for Services, third party contractor resources
at actual contractor fees plus expenses). SHMC will determine, in its discretion, when a SHMC or third party contractor resource is used.*
  

Personal protective equipment procurement (gloves, apron, eyeglasses, shoes, etc.)

 
 Associate Employee training

 
 Equipment repair (compactor, motorized material handling
equipment (“MMHE”), ladders, etc.)
  
 Safety
Equipment Purchase (ladders, MMHE. etc)
  
 OSHA
settlement payments
  
 Fire department citation
payments
  
 DOT settlement payments

 
 Hazmat permits and license fees

 
 Miscellaneous safety purchases, fees, equipment, etc.

 
 Annual fire and extinguisher inspections
	  	$ T&M         -
		  	 Provide Loss Mitigation and Resolution Services to SHO including but not limited to;

 
 Awareness program and training material to mitigate exposure to
losses (limited to SHMC program material, may require third party contractor rsources at actual contractor fees plus expenses)
  

Cycle shrink reporting (additional analysis and research will be at $150 hour rate)

 
 Civil demand & restitution collection
management.
	  	$ 75,000 /year


  
 A - 22










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Provide chain loss prevention support for investigative purposes (Detail Control Center (“DCC”) support
for research, analytics, case resolution)
  

Investigative system usage:
  

•     Aspect usage

 
 •     Lexis,
phone trace, etc)
  

•     Hierarchy updates for Wazagua and Aspect

 
 Background / social network investigations ($150/hour
rate)
  
 Business / owner investigations+A26 ($150/hour
rate)
  
 Theft investigation management to resolve and
apprehend dishonest customers and employees ($150/hour rate)
	  	
		  	 Provide Loss Prevention (“LP”) Database Administration and LP System Support Services to SHO including but not limited
to;
  
 Case/incident management

 
 Refund management support

 
 Content management for LP related materials

 
 Management of LP audit solution

 
 Fraud mitigation & investigation of SHMC supported e-commerce
and payment systems
  
 Reporting and application
environments for LP related content
  
 New applications
or system enhancement will be at $150/hour rate
	  	$ 30,000 /year
		  	Total LP Services	  	$300,000 /year
			
	 STORE LEVEL LABOR PLANNING AND STAFFING SUPPORT

 
 Outlet and Hardware

stores formats

(non-franchised)
	  	 Basic Support Services
  

1.      Annual Labor hours/dollars plans developed by a Store staffing unit and
Store location
  

a.       Annual plan by month by staffing unit and by Store

 

b.       Plans based on sales and relevant planning assumptions provided by
SHO
  

c.       Plans delivered by SHMC within 20 business days of receipt of final
sales and assumptions provided by SHO
  
 2.      Monthly plan hours/dollars reporting
  

a.       Excel file - current state plan provided to SHO business
leaders
	  	 Service Level Increases

 
 If SHO requires a change in basic support services and/or frequency of
services beyond what is outlined in the Agreement, costs may be adjusted to reflect increase in costs to provide



  
 A - 23










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 3.       Weekly labor utilization/expense
reporting
  

a.       Excel file provided to SHO business leaders

 

b.       Information provided by store and staffing unit within
store
  

4.      Weekly Employee Overtime reporting

 

a.       Excel file provided to business leaders

 

5.       At the point when SHMC no longer provides actively maintains the HR
management system for SHO, which contains all up-to-date employee information needed by SHMC to perform the store level labor planning and staffing support Services, SHO will be responsible for either arranging and paying for the necessary consents
to permit SHMC to access SHO’s HR management system, or timely providing the necessary employee data as requested by SHMC.
  

Franchised locations are excluded from the Services above.

 
 Post-Annual event Re-Plan

 

6.       Store labor plan development for Store locations added during the
plan year
  

a.       Plans delivered by SHMC within 10 business days of receipt of final
sales and assumptions
  

b.       On a per-request basis

 
 “As Requested” Services

 

7.       Additional services as mutually agreed upon in writing by the
Parties. Each additional service priced individually based on mutually agreed-upon scope of work and requested delivery time
	  	 services (if any). All requests for additional services or change in frequency must be provided in writing and cost for such services
must be mutually agreed upon by both parties before a change in services will be instituted.
  
 -through at cost

	 EMPLOYEE COMMISSION ADMINISTRATION SUPPORT SERVICES

 
 Franchised and non-franchised locations
	  	 Basic Support services – all SHO Store location types as of the Effective Date

 
 1. Maintain record of current store population by store type for
proper commission compensation
  

a.       Franchised, non-franchised, Dealer, Outlet, Hardware, Home Appliance
Showroom
  

b.       Store location moves to/from franchised status require 4 business
days lead time*
	  	If SHO requires a change in basic support services and/or frequency of services beyond what is outlined in the Agreement, costs may be adjusted to reflect increase in costs to
provide


  
 A - 24










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Basic Support services – non-franchised locations

 
 2. Maintain record of employee compensation plans in place by
format, location and scheduling unit
  
 a.       Moves between compensation plans require 4 business day lead time*
  

3. Provide commission rate reporting in excel file format (or other format agreed upon by the Parties) - for SHO use in communicating
to selling employees (updated when rates changed)
  
 4.
Based on business decisions communicated by SHO, set up commission rates / fixed dollar amounts by product category and/or line, by store location
  

a.       As of the Effective Date, non-franchise “Dealer” format
store commission rates currently follow the Sears Full Line Stores structure for Home Appliances.
  

b.       Commission Administration support team is not responsible for
developing new commission rate/fixed dollar amount values
  
 5. Provide bi-monthly commission expense tracking (excel file format (or other format agreed upon by the Parties))
  

6. Research / respond to commission help ticket issues/questions

 
 Basic Support services – franchised locations

 
 7.  Commission rate set up and maintenance (for SADI system)
New/changed rates require 2 business day lead time*
  
 “As
Requested” Services
  

8.       Additional services as mutually agreed upon in writing by the
Parties. Each additional service priced individually based on mutually agreed-upon scope of work and requested delivery time
	  	 services (if any). All requests for additional services or change in frequency must be provided in writing and cost for such services
must be mutually agreed upon by both parties before a change in services will be instituted.
  
 Out-of- Pocket Costs
  
 Travel expenses and third party fees charged-through at cost



  
 A - 25










 Appendix 1.01 

Schedule of Services and Fees 
  


							
	 Service or Business Area
	  	 Services
	  	 Fees

	Retail Services	  		  	
	New Store Opening/PMM Support	  	As needed, SHO may require SHC/PMM support to open new store locations. These services will be provided on an as needed basis and will include all responsibilities as
documented below.	  	 $2,566 per week
  

Agreed upon cost is all inclusive and reflects labor + travel.



			
	SYSTEMS:
	DSL or Satellite installation (permanent power required in building)	  	Coordinated by HAS SHO team
	Connect 16 port Ethernet hub	  	Assigned PMM Support
		
	Build Dell workstation	  	Assigned PMM Support
		
	Install and program Lexmark printer	  	Assigned PMM Support
	Build Human Resources computer	  	Assigned PMM Support
	Program registers	  	Assigned PMM Support
	IBM installers will assist with build/programming of computers, printers and registers	  	SHO – Store Mgr or District Mgr
	FIXTURES:
	Verify you have the latest floor plan version	  	Assigned PMM Support
	Track fixture orders from all vendors – (coordinate with Rosa Wagner of HAS team)	  	Assigned PMM Support
	 All damages must be reported at receipt of fixtures. Possible hidden damage should be noted on bill of lading.

 
 (coordinate with Dan Caschetto in Procurement)
	  	Assigned PMM Support


  
 A - 26










 Appendix 1.01 

Schedule of Services and Fees 
  


							
	 Service or Business Area
	  	 Services
	  	
Fees



			
	MERCHANDISING:
		
	Lead/supervise day to day activities of 4-8 general laborers completing tasks on workflow (SHC PMM to create and supply workflow)	  	Assigned PMM Support
		
	Print and position current Plan-O-Grams	  	SHO – Store Mgr or District Mgr
		
	Verify all merchandise orders have been placed through replenishment	  	HAS – Inventory Team
		
	Coordinate shipment of merchandise with RRC/DDC contacts. Ask for release of code 6 and break packs as coded for new stores. Have regular shipments begin the following
week.	  	Assigned PMM Support
		
	All damages must be reported to the appropriate RRC/DDC within 48 hours	  	Assigned PMM Support
		
	Unload, unbox and deluxe all appliances for display on sales floor	  	Assigned PMM Support
		
	Position all merchandise according to plan-o-grams / floor plan	  	Assigned PMM Support
		
	Supply power to appliances where applicable for display purposes- (coordinate with Construction PM)	  	Assigned PMM Support
		
	Item number should be written on back of all appliances with permanent marker.	  	Assigned PMM Support


  
 A - 27










 Appendix 1.01 

Schedule of Services and Fees 
  


							
	 Service or Business Area
	  	 Services
	  	
Fees



			
	SIGNING	  	
		
	Track new store signing package for delivery to store	  	SHO – Store Mgr OR District Mgr
		
	Apply all sign holders per HAS Presentation Guide	  	Assigned PMM Support
	Print basic and promotional SignRiter price signs	  	SHO – Store Mgr OR District Mgr
		
	Hang Sears HAS and promotional overhead signing packages	  	Assigned PMM Support
		
	Apply basic and promotional SignRiter price signs	  	Assigned PMM Support
	GENERAL	  	
		
	Install selling solution station computers	  	Assigned PMM Support
		
	Computer require separate high speed service – (coordinate with Construction PM and Andrea Price at Hoffman Support Center)	  	SHO – Store Mgr OR District Mgr
	Three phones lines required one with rollover capability, the other for fax – (coordinate with Construction PM)	  	SHO – Store Mgr OR District Mgr
	Floors should be waxed prior the fixture assembly and touched up after merchandising complete. (Coordinate with Construction PM)	  	SHO – Store Mgr OR District Mgr
	Arrange for dumpster to accommodate cardboard from initial trucks. Approx.200 appliance boxes. – (Coordinate with Construction PM) – Someone needs to contact landlord so
that the dumpsters arrive in a timely manner. Contract usually calls for (3) 40 yd dumpsters to be provided	  	SHO – Store Mgr OR District Mgr


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


							
	 Service or Business Area
	  	 Services
	  	 Fees

			
	Utility Management	  	ECOVA and Utility/Energy administration and management services which shall be periodically adjusted based on the number of SHO units.	  	$158,000
			
	In-Store Music	  	As allowed under applicable agreements, SHMC will continue to provide in-store music services for all locations requested by SHO.	  	 SHO will be charged the lower of the following rates:
  

•        Current annual charge per unit prior to
separation
  

•        Any renegotiated rate with in-store music
providers

			
	FACILITIES	  	 SHMC/RSBU agrees to provide the following services to SHO:

 

•        On an as needed basis, the SHC Facilities organization will
provide SHO with general facilities maintenance and support including but not limited to the following:
  

•        HVAC Maintenance (Heating/Cooling Start-Up)

 

•        Exhaust Fan Inspections/HVAC Air Distribution &
Transfer Unit Maintenance
  

•        Repairs and Maintenance for dock ramps

 

•        Roof Repairs

 

•        Fire Protection/Alarm System Repairs/Maintenance

 

•        Compactors & Bailer Repairs/Maintenance

 

•        Energy Management – Service &
Repairs
	  	All maintenance & repairs will be billed to SHO at the agreed upon rate of $40/hr. This rate shall not increase by more than 5% annually and cannot be adjusted without prior
written approval from both parties.


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        On an as needed basis the SHC
Facilities Organization will provide major maintenance and construction services to SHO. The rate(s) for required services will be negotiated on an as needed basis and will require prior approval from both parties. These services include but are not
limited to the following:
  

•        Project manager and/or Project Coordinator support for
(SHO) build out or LL build out of Outlet location.
  
 •        Project manager and/or Project Coordinator support for (SHO) build out or LL build out of Home Appliance Store location.

 

•        Provide space and equipment for generation of Architectural
and Design elements necessary for (SHO) construction projects.
  
 •        Provide Architectural and Design assistance to consultants employed by (SHO). (Does not include production of or stamping of A&E
documents.)
	  	
			
	COMPLIANCE	  		  	
	Environmental	  	 SHC will continue to provide SHO services and support for Environmental Affairs at a rate of $25K,000 Annually plus the direct cost for
any necessary 3rd party services required to address and
resolve Environmental Issues attributed to SHO.
  
 1.       Asbestos Management, Lead Paint, Indoor Air Quality and Mold Assistance
  

2.       Environmental permitting/registration preparation and management
(e.g. hazardous materials, wastewater and hazardous waste),
  
 3.       Regulatory report preparation and submittal,
	  	 $25,000 Annually plus the direct cost for any 3rd party services required.
  

Additional support for Environmental Services may be available at the request of SHO. Each service will be priced individually based on mutually
agreed-upon scope of work and requested delivery time”
  
 1.       Third party contractor costs.



  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 4.       Review and Processing environmental permitting and
reporting fees,
  

5.       Spill response and cleanup,

 

6.       Addressing regulatory issues (such as, Notices of Violation of
Environmental Requirements),
  

7.       Coordination of hazardous and special waste removal and
disposal/recycling,
  

8.       Addressing property owner inquiries regarding environmental issues
(such as, environmental due diligence requests related to refinancing or real estate transactions),
  

9.       Work to assess and address environmental risks during store leasing
activities (such as, Phase I environmental assessments or other environmental investigations)
  

10.     Support for other environmental issues that may arise (e.g. wastewater, storm
water, hazardous waste),
  

11.     Hazardous and Special Waste Removal and Disposal/Recycling,

 

12.     Environmental Hotline and Material Safety Data Sheet Support,
	  	 2. Third party contractor costs. Plus 20%
  

3.       Applicable regulatory fees. If no regulatory fees apply, $200 per
event plus all third party contractor costs and out of pocket expenses.
  
 4.       Applicable regulatory fees. If no regulatory fees apply, $200 per event plus all third party contractor costs and out of pocket expenses

 

5.       Third party contractor costs.

 

6.       Fixed fee of $500 per event plus all third party contractor fees and
out of pocket expenses.
  

7.       Third party contractor
costs.



  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 13.     Environmental Management System Maintenance and
Usage
  

14.     Engineering Consultant Support (when necessary to assist with complex
issues),
  

15.     Asbestos Abatement Contractors (as needed to support renovation and maintenance
activities).
	  	 8.       Fixed fee of $1,000 per event plus all third
party contractor fees and out of pocket expenses.
  
 9.       Fixed fee of $1,200 per event plus all third party contractor fees and out of pocket expenses.

 
 10.     Fixed fee
of $500 per event plus all third party contractor fees and out of pocket expenses.
  
 11.     Third party contractor costs.
  

12.     $2.50 per month/store

 
 13.     $1.50 per
month/store
  

14.     Third party contractor costs.

 
 15.     Third party
contractor costs.

			
	Product Safety	  	 1.       Routine notifications of stop sale/recall information for SHLD branded product
SHMC uses a tiered approach to product reviews, technical advice and consultation.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	  

2.       Direction on applicable standards and regulatory issues

 

3.       Review and interpret technical data and/or laboratory testing reports
(including #2)
  

4.       Product testing and review (including #s 2 and 3 in this Section
above)
	  	 Tier 1
  
 Consultation, data review
  
 0-5
reviews $150
 6 or more reviews $250
  

Tier 2
  
 Product testing/review (includes contact with third party test facilities, vendors etc)
  

0-5 reviews $250
 6 or more reviews
$300

			
	Corporate Compliance	  	Assist SHO General Counsel in transition, development and implementation of SHO Code of Conduct, key corporate policies, and SHO Ethics Hotline and continuing support of SHO
offsite records management program.	  	$20,000 per year.
	Global Compliance	  	Monitor and enforce compliance by vendors and manufacturers with applicable local law, SHLD internal standards, and other SHLD social compliance requirements with respect to
child labor, wages, hours, benefits, pay, discrimination, harassment, environment, and health, and safety. To the extent SHO or its Affiliates may sell any products that are labeled or marketed under an SHLD-owned brand, SHO agrees to perform its
own factory audits for these products through a third party, at SHO’s own cost, and a program approved by SHLD, and will provide the results of those audits to SHLD.	  	No charge
			
	LOGISTICS & DISTRIBUTION	  	Services performed in accordance with the Merchandising Agreement dated                  ,
2012 between SHO, Sears, Roebuck and Co., and others, including those set forth in Section 6 of the Merchandising Agreement.	  	


  
 A - 33










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

	Transportation	  	 1.      International Transportation: Ocean
Carriers
  

•        SHMC manages the shipment of goods on ocean vessel from
foreign port to US destination.
  

•        If final destination of the shipment is inland US, this
service also includes the truck or rail transportation movement and cost to deliver the goods from the US port of arrival to the DC destination.
  

•        Optimizes routing to minimize transit times and costs,
negotiate contracts with carriers, provide volume forecasts, oversee performance and timely delivery of shipments to deconsolidation centers and distribution centers.
  

•        Expedites shipments as necessary using alternate
transportation modes, carriers and routing.
	  	 Transportation Services: Freight Charges will be passed through to SHO at cost.

 
 Ad Hoc Services
 $75 per man hour
  

Transportation Overhead:
  
 SHO will be billed for Transportation Overhead based upon the percentage of total DC handling expenses (fixed and variable) attributed to SHO.

			
		  	 2.      Freight Forwarding. Services provided by
Forwarders:
  

•        SHMC serves as liaison between vendors and ocean carriers
to create booking (reservation) for goods to ship on designated vessels.
  
 •        Manages exceptions and obtain approval from SHC for shipments outside tolerance

 

•        Freight Forwarders provide consolidation services overseas
to optimize container loading utilization.
  
 •        Forwarder verifies the shipment quantity and provides the Advance Ship Notice to alert our systems of the shipment details

 

•        Oversees performance, ensuring optimal container loading,
timely and accurate data transmissions
  
 •        Provides shipment tracking tools to SHC users
  

•        Creates transit matrix which establishes lead time from
vendor delivery to store delivery
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 3.      Customs:

 

•        Brokerage Services: SHMC provides the services of customs
agents who file Customs entry for import merchandise shipments on behalf of SHO, following all of the applicable rules and regulations for US Customs and Other Government Agencies to allow goods to enter the commerce of the United
States
	  	
		  	 4.      Costs incurred:

 

•        SHMC pays taxes due the US Government, including Duty,
Harbor Maintenance Fees, Merchandise Processing Fees, etc.
  
 •        SHMC pays the fees for Customs Broker services
	  	
			
		  	 5.      Other costs incurred for import shipments reported
to US Customs:
  

•        SHMC pays royalty fees for SHO to have for the right to
sell goods with a brand or trademark which is owned by another company
  
 •        SHMC pays commissions due to Buying and Selling agents who have assisted with the purchase of foreign goods, usually a percent of the cost

 

•        SHMC declares classification according to the US Harmonized
Tariff Schedule for every imported item
  
 •        SHMC determines the duties owed and establishes costs that must be reported to US Customs

 

•        Oversight of Customs Broker performance: on time filing,
accuracy (including annual audit), and timely clearance
	  	
			
		  	 6.      Deconsolidation

 

•        SHMC provides processes and facilities to break down
(“deconsolidate”) large imported shipments into quantities that can be distributed efficiently to
	  	


  
 A - 35










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	           the various distribution centers
that serve SHO retail locations and then ships them to those distribution facilities. At SHMC’s Third Party Operated Flow-Through facilities, SHMC:
  

•        Takes in ocean containers shipped from multiple countries
and use the Inventory Allocations to build outbound loads to inland distribution centers, optimizing US freight costs, acting as deconsolidation and consolidation center
  

•        Moves full truckloads of merchandise from Deconsolidation
center to distribution centers or stores
  
 •        Cost includes the facility handling costs as well as domestic transportation cost from Decon center to inland DC

 

•        Provides direction and forecasts to ensure efficient and
timely flow of goods, continuously monitor performance
  
 •        Expedites shipments as necessary by prioritizing cargo, employing alternate transportation modes, carriers and routing
	  	
			
		  	 7.      Domestic Transportation:

 

•        Inbound. SHMC transports vendor freight collect merchandise
to the various distribution centers that serve SHO retail locations. As part of this service, SHMC:
  

•        Manages all vendor freight collect to DC
transportation
  

•        Establishes vendor routing guides and monitor
compliance
  

•        Dynamically optimizes daily freight movements using the
Transportation Management System to determine the least cost flow alternative to meet the specified dates
  

•        Tracks, traces and expedites individual shipments to meet
desired specified business needs
  

•        Manages claims asserted by or against carriers, such as
cargo damage, demurrage, etc.
  

•        Manages and ensures consistent evaluation of carrier
performance
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

			
		  	 •        Outbound. SHMC transports goods from
its distribution centers to stores. This service includes:
  
 •        Contracting for domestic inbound/ outbound transportation through a sequential combinatorial bid process using historical lane volumes and store
clusters. Lanes awards to carriers take into account the least cost alternative that meets the service requirements
  

•        Managing flow of merchandise from DC to all SHO
locations
  

•        Managing a 24/7 operation for load planning, tracking and
tracing of home delivery from Direct Delivery Centers (“DDC”) to store and to Market Delivery Operations (“MDOs”)
  

•        Establishing store delivery schedules from DC’s to
store based on historical volumes.
	  	
			
		  	 8.      Special Services

 

•        Provided upon request at an agreed to rate
	  	
		  	 9.      SHO Responsibilities

 

•        Provide an annual and quarterly forecase; update
monthly.
  

•        Notify SHMC of any new store openings or
closings.
  

•        Stores and DCs must only unload their designated portion of
co-loaded product, taking Good up to the next partition in truck (partition labeled with next store #), in the timeframe allotted by the unloading standards established by SHMC.
	  	
		  	 10.    IT System

 

•        System integration

 

•        Network security and system access
	  	
			
	Inventory Management	  	 See description of services and processes set forth in Appendix 6 of the Merchandising Agreement.
	  	$121,000 for each FTE associate dedicated 100% to serving SHO’s business.


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 New Merchandising Implementations
  

1.       Submit new unique items to Flow Path Team that require DC stocking
following established Flow Path process
	  	
		  	  

•        Submit items before the items are entered in
IMA.
  

•        A SKU count of 5% or more will materially change
productivity service costs and storage expectations.
  
 •        SHO must provide 90 day advance notice regarding SKU additions of more than 5% over SKU count Plan.

 

•        SHO must provide volume forecast of new SKUs at time of
submittal (inbound, outbound, storage as described under forecasting requirements
  
 2.       Contact Manager of Supply Chain Operations (single point of contact) for planning assistance with new product launches seasonal sets, new or closing stores,
flow path decisions and operational issues.
  
 3.       Provide feedback via digital Load Quality Surveys
  

4.       Provide complete and proper build of online items with all necessary
artifacts
  
 5. Provide competent inventory management to drive inventory
productivity and space utilization
	  	
			
	Space Management	  	 1.       Planogram Support

 
 SHMC will provide Planogram support to the Hardware store format
at the same level as performed before Separation (not more than 525 planogram changes per year and support of not more than 500 active planograms). Prior to Separation, this planogram work has been driven by assortment changes in the Sears FLS
format, which then affect the Hardware store format. These planogram changes are first developed for Sears FLS, then will be passed over to SHO Hardware stores for review/modification, and approval before assignment to stores.

 
 A new requirement for Hardware stores is to support planogram
changes specific to Hardware stores only in the same capacity. This planogram work is independent of Sears FLS.
	  	$38.50 per hour


  
 A - 38










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

			
		  	 In either of the above cases, the SHO planogram team will modify planograms as necessary and provide to the SHC
team for quality review and import to the SHC Space Management systems.
  
 SHMC will assign a incremental dedicated Space Planning person to support the Hardware format. This resource will manage the incremental demand of the SHO driven planogram changes, guarantee
responsiveness to demand, and ensure quality deliverables/service levels according to this SOW.
	  	
		  	 SHMC Planogram services:
  

•        Facilitation of weekly Merchandise Transition Calendar
project meetings.
  

•        Monitoring and reporting of merchandise transition critical
milestones.
  

•        Receive/cascade Sears FLS assortment changes to the
Hardware store merchant teams for review/adjustment/additions/changes.
  
 •        Create, update, quality review planograms as necessary to support assortment decisions from by the merchants.

 

•        Provide assortment grids for approval to ensure
item/planogram/store assignments are in alignment.
  
 •        Address any rework or changes as requested by SHO.
  

•        Review planogram quality controls and import planograms to
the corporate SHC database.
  

•        Maintain the Merchandise Transition Calendar and any other
necessary systems to support the current SHMC level of service.
	  	


  
 A - 39










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Maintain/update planogram groups and
store models to ensure accurate store/planogram assignment.
  
 •        Post planograms to the SHMC Store Plot Planogram system.
  

•        Generate planogram PDF and incorporate to the Days to Check
applications.
  
 Note:   Planogram
support is provided for the SHO Hardware store format only. Other SHO formats are currently out of scope of this unit of services.
	  	
			
		  	 2.       Floor Plan Support

 

•        Floor planning services were not provided for any SHO
format prior to Separation. Should future Floor Planning services be desired, a new statement of work will be developed at that time.
	  	
		  	 3.       Transition Management

 
 The SHMC Merchandise Transition Calendar is utilized to schedule
and manage every planogram group transition in Hardware stores. Critical milestones will be monitored and reported to the SHO Hardware Transition project team each week.
	  	
		  	 SHMC Transition Management services include:
  

•        Coordination of project planning with stakeholders during
reset planning and execution including (but not limited to) business unit merchants, inventory planning, procurement, and signing.
  

•        Establishing and leading weekly project meetings as
appropriate for scope of the reset ensuring all stakeholders are involved and accountable.
  

•        Providing weekly project critical milestone
tracking/reporting to all stakeholders
  
 •        Monitoring all approval points within the project timelines escalating as appropriate

 

•        Providing access to the Merchandise Transition Calendar and
any reporting available within this system.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 4.       System Support Services

 

•        SHMC will provide SHO system support services through
SHMC’s IT support function (and under its support services requirements), not through SHMC’s Space Management staff.
  

•        SHO may participate in regularly scheduled SHMC Space
Management training services. Scheduling of training sessions specifically for SHO will be billed as appropriate.
  

•        SHO will continue to have access to the SHMC Days to Check
suite of applications.
  

•        No direct user access to the SHMC Space Management JDA
Intactix Knowledge Base (“IKB”) will be granted.
  
 •        SHO has access to no more than 8 JDA Space Planning desktop user licenses. SHO will need to separately procure any additional licenses directly from
JDA Software, Inc. SHMC will cooperate reasonably with SHO’s efforts to do so.
  
 •        SHO will continue to have access to the SHMC product library to support SHO’s internal planogram development efforts. This product library is
supported by SHMC I&TG.
	  	
			
		  	 5.       Special Services-Store AutoCAD
projects
  
 The SHMC Space Management team offers store plan (AutoCAD)
drafting services for store sales floor/fixture plans. This service is specifically for those requests that involve the design in AutoCAD of new stores or changes/updates to fixtures, sales floor space, and simple architectural elements within an
existing building plan. Requests for this service will follow the below process. Charges will be based on time/materials and billed via the current time entry methods. SHMC will use commercially reasonable efforts to process SHO’s AutoCAD
project requests as in the ordinary course of business, without giving more or less priority to SHO’s requests than any other’s. The relative importance of specific projects might dictate a reordering of those priorities in favor of
or
	  	


  
 A - 41










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	against SHO’s requests from time to time. Project scope, resource availability, timelines, and deliverables (as outlined below) will be communicated at the time the service
is requested.	  	
			
		  	 6.       Service Level Commitment

 

•        The SHMC Space Management team will strive to assign all
planograms to stores within 4-6 weeks of receiving complete and accurate assortment information from SHO and also within the required lead time by Inventory Management to support ordering product.

 

•        SHC Store Planning (AutoCAD) services are project based.
Resource allocation, timelines, and deliverables will be established at the time of each specific project request.
	  	
		  	 7.       IT System

 

•        Currently 8 JDA Space Planning desktop licenses are
available for use by SHO. The SHMC IT support organization supports a link to the SHMC JDA IKB product library to support planogram development efforts for SHO.
  

•        Access to the SHMC Days to Check suite is available through
the RCS process.
  

•        Network security and system access is not applicable in
regards to the SHMC space management applications.
	  	
		  	 8.       Administrative Support

 

•        Reporting Services

 

•        Project management critical milestone tracking and meeting
recaps
  

•        Weekly Planogram Reset Status reports (red/yellow
report)
  

•        Inventory Instock Reporting 2 weeks prior to reset + week
of reset
  

•        Billing of Services

 

•        Nature and frequency
	  	


  
 A - 42










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

	 Warehouse Distribution
	  	 1.       Inbound Receiving

 

•        Receive Goods on behalf of SHMC and update appropriate
systems based on receipt
  

•        Unload, count, and verify.

 

•        Reconcile actual receipts to PO using vendor
ASN
  

•        Update on hand and on order

 

•        File OS & D’s on behalf of SHMC

 

•        Follow standard seal control process

 

•        Receive Goods and Advance Ship Notices (ASN) directly from
a Vendor or customer
  

•        Receive replenishment stock Goods as well as flow-through
Goods
  

•        Receive via three inbound modes

 

•        Drop trailer/container

 

•        “Live” unload appointment (minimum 24 hour
advance notice)
  

•        Small package

 

•        Take delivery of shipments per SHMC requirements

 

•        Receiving vendor compliance

 

•        Pass receipt information to existing SHMC Vendor
Compliance
  

•        Liquidate and dispose of problem receipt items per SHMC
defined disposition rules
  

•        Carton inspection

 

•        Provided as a Special Services as SHO requests

 

•        Receive Goods with priority given to age of trailer on lot
and demand for product
  

•        Receiving documents retention

 

•        Maintain electronic data for receipt to PO visibility (At
least 120 days for RRC; at least 180 days for DDC)
  
 •        Keep hard copy Bills of Lading and Vendor Manifests for period specified by SHMC

 

•        Unload and Put-away
	  	
		  	  

•        Unload and Putaway / store SHMC items per recommended
handling vendor packaging guidelines and SLS current operating processes
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 2.       Outbound Shipping

 

•        Fill Customer Orders by shipping on Point of Sale assigned
date dependent on inventory availability
  
 •        Ship Customer orders as priority over store replenishment orders
  

•        Receive Orders throughout the day, every day

 

•        Fill Replenishment Orders dependent on inventory
availability
  

•        Ship replenishment orders on requested ship date with
ability of DCs to pull forward or push out based upon current parameters with SHMC
  
 •        Ship Layaway Orders if SHO elects Layaway when SHO removes ‘layaway pend’ at Point of Sale

 

•        Exception Handlings

 

•        At time of order filling, if item is not available to
fulfill a customer order:
  

•        Customer orders – we will pick except to
backorder
  

•        Home delivery – electronically notify Home
Services/CCN to reschedule / re-reserve order
  
 •        Back to store – electronically notify SHMC POS (SCIM)
  

•        RIM orders (store replenishment) – we will pick
except/ cancel
  

•        Replenishment systems will reorder as needed

 

•        Place fulfilled orders onto outbound
trailers
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Generate an outbound ASN (EDI 856
Electronic Shipping Notice) which matches contents of the trailer to support store receiving process
  

•        Create a Bill of Lading which supports the Department of
Transportation (DOT) requirements
  

•        Ship to the stores on regular delivery schedule and
communicate any changes/ exceptions to the store
  
 •        DC will provide Seal Control log with each shipment for Loss Prevention verification to ensure trailer integrity. For multi-stop trailers DC we will
provide the number of seals for each stop to ensure integrity between stores.
  
 •        Support current Loss Prevention and Quality Assurance processes
  

•        Provide shipping services to 50 US states and associated
territories (Puerto Rico, Guam and Bermuda)
  
 •        For export shipping, we will ship to selected offshore freight forwarder. SHO is responsible for providing necessary export documentation to their
freight forwarder
	  	
			
		  	 3.       Inbound Vendor Cross Docking

 

•        Cross dock cartons by 2 forms:

 

•        Cross dock Inbound Vendor cartons from upstream DCs and
move cartons to stores while providing systemic information of contents (JIT, RIM Flow and Central Stocking processes)
  

•        Cross dock Vendor Direct to Store cartons via servicing RRC
(EMP Expedited Merchandise Process)
  

•        RRC acknowledges the carton ID (no receipt) as arrived at
RRC and ships out on next store delivery
  
 •        RRC passes vendor provided information via ASN to store. Store receipt triggers payment to vendor.

 

•        Move cross dock cartons to stores on next outbound
delivery. DCs do not stock cross dock product
  
 •        Support stores that shipped directly from SLS distribution centers
	  	


  
 A - 45










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 (DDCs and RRCs). HAS (Home Appliance Showrooms) do not have cross dock services (break pack, EMP, JIT, multiple items/multiple stores per carton)
available.
	  	
			
		  	 4.       Storage

 

•        Provide the real estate footprint to accommodate DC planned
inventory
  

•        Capacity available will be based on SHO’s inventory
plan. Rate is defined in the rate schedule. If actual storage is 110% or more to plan, the rate will increase by 20%. Storage will be defined in cubic feet for RRCs and square feet for DDCs.

 

•        If SHO comes in under planned storage usage, the storage
charges will reflect a reduction in the variable costs. Fixed costs will remain the same.
	  	
			
		  	 5.       Physical Inventory – Ownership: At no
point in time will ownership of the inventory be transferred to SLS.
  
 •        Title of Goods
  

•        Unless otherwise specified in an SOW, title to Goods and
any proceeds of such Goods shall remain at all times with SHMC and shall not pass to SLS under any circumstances. However, SLS through an SOW can facilitate acquisition of Goods by SHO.

 

•        It is agreed that title to such Goods will pass to SHO upon
receipt at a Hometown Store or an Outlet store or appropriate SHO facility.
  
 •        Physical Responsibility:
  

•        Inventory responsibility will not transfer from SHMC entity
to SLS until Goods are identified and receipted in at point of unloading and confirmed receipts verified.
  

•        Inventory responsibility will be concluded as product is
loaded and confirmed out of the facility via the printing of a trailer BOL by the DC.
  

•        Inventory Accuracy
	  	


  
 A - 46










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Processes will be consistent with SHMC
and continue as in past
  

•        Cycle count program will continue to follow current SHMC
Audit Program
  

•        Cycle counting will be performed at a rate of 12%
(locations) per month for nine consecutive months
  
 •        Conduct an annual Sampling
  

•        An annual sampling is completed at each Distribution Center
in the Spring with a % of bins identified in advance which are counted on the designated date by an independent auditing team. Results are compared and verified.
  

•        Inventory Shrink is calculated based on comparison of book
(General Ledger) vs. perpetual (DOS). An inventory shrink/gain allowance is in effect with SHMC and current process will remain in place. SHO will receive no adjustment for (and SLS is not liable to SHO for) inventory shrink or gain.
	  	
			
		  	 6.       Special Services

 

•        Requests from SHO which are not part of SHMC’s base
Receiving, Order Filling or Shipping will be handled via a Special Project Request at Special Project rate.
  

•        All Special Project Requests will be handled through SLS
Manager of Supply Chain Operations assigned to SHO.
  
 •        Special Requests are defined as not normal day to day business of receiving, order filling and shipping which may include but are not limited
to:
  

•        Product / carton Inspection

 

•        Out of area shipping

 

•        Vendor or item specific on hand verification

 

•        QA Issues like product re-labeling, re-ticketing,
re-cartoning, etc.
  

•        On demand cycle counts

 

•        Stop Sale and/or Stop Shipping (lock bins)
	  	


  
 A - 47










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Full Truckload special off-site store
sales
  

•        Store Openings

 

•        Store Closings

 

•        Planned

 

•        Unplanned

 

•        Other services not specified in Supply Chain’s Scope
of Services schedule
	  	
		  	 7.      Disposition of Unsalable, Defective and Obsolete
Goods
  

•        Process DC returns to Vendor via RA/RGI procedures (Return
Authorization/Return Goods Invoice)
  

•        Provide liquidation service (sell to salvager,
destroy/deface and dispose) per SHMC direction
  
 •        Manage the liquidation of damaged merchandise (assigned to the damage bin) per SHMC guidelines

 

•        SHMC manages store liquidation recoveries such as
‘Craftsman Tool Returns’ and Store RA/RGI flowing via SHMC’s reverse logistics network.
	  	
			
		  	 8.      Facility Operations

 

•        Description of the facilities available to SHO and Facility
hours of operations
  

•        Provided in attached Exhibit XX

 

•        Facilities operate year round with the exception of
Holidays as per SHMC’s standard operating procedures.
  
 •        Access to the facilities will be accommodated in accordance with SHMC’s standard operating procedures.
	  	
			
		  	 9.      Logistics Services

 

•        Customer Service

 

•      SHMC will assign a Manager of Supply Chain Operations (MSCO) to act as
single point of contact for SHO. The following services are included:
  
 •        Works with business on new initiatives and defining new requirements
	  	


  
 A - 48










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Provides escalation support for day to
day activities
  

•        Logistics Planning

 

•      Logistics Services

 

•        Customer Service

 

•      SLS Logistics Operations provides Managers of Supply Chain Operations
(MSCO) to act as single point of contact for Hometown and Hardware Stores. The following services are included:
  

•        Works with business on new initiatives and defining new
requirements
  

•        Provides escalation support for day to day
activities
  

•        Logistics Planning includes but is not limited to the
following:
  

•        Expedited Shipments (Inbound & Outbound)

 

•        Inventory Transfers

 

•        QA Issues like product re-labeling

 

•        Product Inspection

 

•        Vendor or item specific on hand verification

 

•         Out of area shipping

 

•        Vendor Support

 

•        Facilitate Vendor Returns

 

•        Support initial and seasonal sets, and new product
launches
  

•        Participate in early planning sessions with
Business
  

•        Assist in flow path decisions

 

•        Communicate volume and timing to Transportation/DC prior to
product flowing
	  	


  
 A - 49










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Act as conduit within the Supply Chain
network
  

•        Identify cost/service impacts for business
initiatives
  

•        Note: Vendor Inbound Shipment/ Tracking services are
performed between order entry inventory management and transportation as defined in their SOWs
  

•      Store Support Department (SSD)

 

•        Provide a single national contact phone # of the servicing
distribution center – the Store Support Department (SSD)
  
 •        Provide a load quality survey with every shipment to allow stores to provide electronic feedback to the Distribution Centers

 

•        Work on behalf of store:

 

•        For claims – Overs/Shorts/Damages (OS &
Ds)
  

•        Trailer damage to property

 

•      Transportation Management Visibility (OTM)

 

•      Provide a Website link for stores to see their truck delivery time and
current shipment planned ETA and summary of contents
  
 •      DC/Store Support
  

•        Review specific business requirements with Managers of
Supply Chain Operations and translate into a prioritized action plan for Logistics Services, Inventory Management, Transportation and Distribution Centers
  

•        Coordinate resolution with Corporate SHMC/SHO businesses
for DC service issues
  

•        Provide corporate project management and process directions
to the Distribution Centers
  

•        Develop and document business function operating
policies
  

•        Assist with the development and implementation of strategic
planning
	  	


  
 A - 50










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Work with operations teams to
determine optimal product placement and handling strategies
  
 •        Manage and perform any special requests as required within the network
  

•        Execute Network Realignments as needed; communicate with
various stakeholders; monitor so that necessary tasks are completed at correct times.
  

•        Approve all ‘Reverse Flow’ (store back to DC)
requests; execute properly for each retail format
  
 •      Store Support Department (SSD)
  

•        Provide a single national contact phone # of the servicing
distribution center – the Store Support Department (SSD)
  
 •        Provide a load quality survey with every shipment to allow stores to provide electronic feedback to the Distribution Centers

 

•        Work on behalf of store:

 

•      For claims – Overs/Shorts/Damages (OS & Ds)

 

•      Trailer damage to property

 

•        Transportation Management Visibility (OTM)

 

•        Provide a Website link for stores to see their truck
delivery time and current shipment planned ETA and summary of contents
  
 •      DC/Store Support
  

•        Review specific business requirements with Managers of
Supply Chain Operations and translate into a prioritized action plan for Logistics Services, Inventory Management, Transportation and Distribution Centers
  

•        Coordinate resolution with Corporate SHMC/SHO businesses
for DC service issues
	  	


  
 A - 51










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Provide corporate project management
and process directions to the Distribution Centers
  
 •        Develop and document business function operating policies
  

•        Assist with the development and implementation of strategic
planning
  

•        Work with operations teams to determine optimal product
placement and handling strategies
  

•        Manage and perform any special requests as required within
the network
  

•        Execute Network Realignments as needed; communicate with
various stakeholders; monitor so that necessary tasks are completed at correct times.
  

•        Approve all ‘Reverse Flow’ (store back to DC)
requests; execute properly for each retail format
  
 •      Logistics IT System and Support as described above.
  

•      Logistics IT System and Support

 

•      Provide distribution center warehouse management system to support,
control and report inventory transactions such as receipts, order filling, storage and shipping
  

•      Provide Project Management for all distribution center IT
initiatives
  

•      Provide 24x7 escalation support to DC’s

 

•      Provide on-going support to DC network system infrastructure

 

•        WMS, YMS, Order Management software

 

•      Communicate details of installs, upgrades and changes

 

•      Communicate planned outages
	  	


  
 A - 52










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •      Provide first level escalation for urgent help
desk issues
  

•      Hardware for DCs

 

•        Assist with installation and set-up of IT approved
hardware/devices
  

•        Assist with IT certification of new devices

 

•        Maintenance agreements / contingencies

 

•      Network

 

•        Assist with design of LAN to support DC devices and
processes
  

•      DC System integration

 

•        Provide project creation and gather business requirements
for requested IT enhancements
  

•        Participate in DC contingency planning exercises

 
 •      DC
System security
  

•        Coordinate and assist with Sarbanes Oxley audits

 

•      Network Design and Flow Path

 

•      Provide long term network plan based on the mid to long term corporate
initiatives
  

•      Incorporate SHO stores (both Hometown and Outlet) into Network Planning
Models for alignment to the Distribution Centers while keeping Home Delivery dependencies intact
	  	


  
 A - 53










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •      Work on four-walls continuous improvement projects
by simulating and mathematically modeling DC Operations
  
 •      Work with Supply Chain Finance and Industrial Engineering to establish rates for activities performed

 

•      Approve SHO unique items under current SHMC approved product lines for
stocking in the distribution centers following Flow Path New Item Review process.
  
 •      Assist “SHO” with distribution options for new product lines.
  

•      Conduct Flow Path Analysis of distribution options. Provide feedback
for expense and inventory levels. Analysis to be provided under terms of LOS (Level of Service) Addendum
  

•      Import vs. Domestic Buy

 

•      Flow vs. DC Stock

 

•      Direct to Store vs. DC Stocking

 

•      Case Pack vs. Repack

 

•      Special Projects as requested will be provided under terms of the
Billing Methodology.
  

•      Project Management resources

 

•      Network Design and Flow Path Services as described above.

 

•      Web Enabled Commerce Support

 

•      Manage and operate online fulfillment centers

 

•      Support online assortment expansion

 

•      Project Management for SHO initiatives impacting the Logistics
network
	  	


  
 A - 54










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •      Approve items for stocking in online fulfillment
centers
  

•      Support Inventory transfers

 

•      Provide inventory cycle counts, inventory sampling and/or physical
inventory as prescribed.
  

•      Provide support for parcel and freight shipments

 

•      Out of Scope: Handling of Hazardous items

 

•      Provide reporting related to online fulfillment centers to
business
  

•      Provide assessorial services (non-fulfillment related) for activities
performed in online fulfillment centers at prescribed rate outlined in Schedule 2.
  
 •      Support vendor return and product liquidation processes at the online fulfillment centers

 

•      Return Logistics (Central Return Centers)

 

•      Manage all Vendor return and product liquidation processes/
agreements
  

•      Third Party Warehouse Management

 

•      Procure and manage 3rd party DC relationships and contracts as needed
to meet SHO requirements.
  

•      Short-term and long-term project management
	  	
			
	Puerto Rico Warehouse Distribution	  	 1.       Inbound Receiving

 

•        Receive Goods on behalf of SHMC and update appropriate
systems based on receipt
  

•        Unload, count and verify

 

•        Reconcile actual receipts to PO using vendor ASN

 

•        Update on hand and on order

 

•        File OS & D’s on behalf of SHMC
	  	


  
 A - 55










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Follow standard seal control
process
  

•        Receive Goods and Advance Ship Notices (ASN) directly from
a Vendor or customer.
  

•        Receive replenishment stock Goods as well as flow-through
Goods
  

•        Receive via three inbound modes

 

•        Drop trailer/ container

 

•        “Live” unload appointment (minimum 24 hour
advance notice)
  

•        Small package

 

•        Take delivery of shipments per SHMC requirements

 

•        Receiving vendor compliance

 

•        Pass receipt information to existing SHMC Vendor
Compliance
  

•        Liquidate and dispose of problem receipt items per SHMC
defined disposition rules
  

•        Carton inspection

 

•        Provided as a Special Services as SHO requests

 

•        Receive goods with priority given to age of trailer on lot
and demand for product
  

•        Receiving documents retention

 

•        Maintain electronic data for receipt to PO visibility (At
least 120 days for RRC; At least 180 days for DDC)
  
 •        Keep hard copy Bills of Lading and Vendor Manifests for period specified by SHMC

 

•        Unload and Put-away

 

•        Unload and put away/ store SHMC items per recommended
handling vendor packaging guidelines and SLS current operating processes.
	  	
		  	 2.      Outbound Shipping

 

•        Fill Customer Orders by shipping on Point of Sale assigned
date dependent on inventory availability.
  
 •        Ship Customer orders as priority over store replenishment orders.
  

•        Receive Orders throughout the day, everyday

 

•        Fill Replenishment Orders dependent on inventory
availability
	  	


  
 A - 56










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Ship replenishment orders on requested
ship date with ability of DCs to pull forward or push out based upon current parameters with SHMC
  

•        Ship Layaway orders if SHO elects Layaway when SHO removes
‘layaway pend’ at Point of Sale.
  
 •        Exception Handlings
  

•        At time of order filling, if item is not available to
fulfill a customer order:
  

•      Customer orders – we will pick except to backorder

 

•        Home delivery – electronically notify Home
Services/CCN to reschedule/ re-reserve order
  
 •        Back to store – electronically notify SHMC POS (SCIM)
  

•      RIM orders (store replenishment) – we will pick
except/cancel
  

•        Replenishment systems will reorder as needed

 

•        Place fulfilled orders onto outbound trailers

 

•        Generate an outbound ASN (EDI 856 Electronic Shipping
Notice) which matches contents of the trailer to support store receiving process
  
 •        Create a Bill of Lading which supports the Department of Transportation (DOT) requirements

 

•        Ship to the stores on regular delivery schedule and
communicate any changes/ exceptions to the store
  
 •        DC will provide Seal Control log with each shipment for Loss Prevention verification to ensure trailer integrity. For multi-stop trailers DC we will
provide the number of seals for each stop to ensure integrity between stores.
  
 •        Support current Loss Prevention and Quality Assurance processes
  

•        Provide shipping services to Puerto Rico stores.

 
 For export shipping, we will ship to selected offshore freight
forwarder. SHO is responsible for providing necessary export documentation to their freight forwarder
	  	
		  	 3.      Inbound Vendor Cross Docking

 

•        Cross dock cartons by 2 forms:

 

•        Cross dock Inbound Vendor cartons from upstream DCs and
move cartons to stores while providing systemic information of contents (JIT, RIM Flow and Central Stocking processes)
	  	


  
 A - 57










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Cross dock Vendor Direct to Store cartons
via servicing RRC (EMP Expedited Merchandise Process)
  
 •        RRC acknowledges the carton ID (no receipt) as arrived at RRC and ships out on next store delivery

 

•        RRC passes vendor provided information via ASN to store.
Store receipt triggers payment to vendor.
  
 •        Move cross dock cartons to stores on next outbound delivery. DCs do not stock cross dock product

 

•        Support stores that ship directly from SLS distribution
centers (DDCs and RRCs). HAS (Home Appliance Showrooms) do not have cross dock services (break pack, EMP, JIT, multiple items/multiple stores per carton) available.
	  	
			
		  	 4.       Storage

 

•        SHMC will provide the real estate footprint to accommodate
DC planned inventory.
  

•        If SHO misses forecasts which results in exceeding
available capacity SHMC will, at SHMC’s discretion, obtain additional capacity whether it is storage trailers, short term leased space or 3rd party providers. A new rate will apply when storage is 115% or more to plan.

 

•        Capacity available will be based on plan, rate will be
dependent on rate addendum
  

•        If SHO comes in under planned storage usage, the storage
charges will reflect a reduction in the variable costs. Fixed costs will remain the same.
	  	
		  	 5.       Physical Inventory – Ownership: At no point in time will ownership of the
inventory be transferred to SLS.
	  	


  
 A - 58










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Title of Goods

 

•        Unless otherwise specified in an SOW, title to Goods and
any proceeds of such Goods will remain at all times with SHMC and shall not pass to SLS under any circumstances. However, SLS through an SOW can facilitate acquisition of Goods by SHO.

 

•        It is agreed that title to such Goods will pass to SHO upon
receipt at a Hometown Store or an Outlet store or appropriate SHO facility.
  
 •        Physical Responsibility:
  

•        Inventory responsibility will not transfer from SHMC entity
to SLS until Goods are identified and receipted in at point of unloading and confirmed receipts verified.
  

•        Inventory responsibility will be concluded as product is
loaded and confirmed out of the facility via the printing of a trailer BOL by the DC.
  

•        Inventory Accuracy

 

•        Processes will be consistent with SHMC and continue as in
past
  

•        Cycle count program will continue to follow current SHMC
Audit Program
  

•        Cycle counting will be performed at a rate of 12%
(locations) per month for nine consecutive months
  
 •        Conduct an annual Sampling
  

•        An annual sampling is completed at each Distribution Center
in the spring with a % of bins identified in advance which are counted on the designated date by an independent auditing team. Results are compared and verified.
	  	


  
 A - 59










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Inventory shrink is calculated based on comparison of book (General
Ledger) vs. perpetual (DOS). An inventory shrink/gain allowance is in effect with SHMC and current process will remain in place. SLS is not liable to SHO for inventory shrink/gain.
	  	
			
		  	 6.       Special Services

 

•        Requests from SHO which are not part of our base Receiving,
Order Filling or Shipping will be handled via a Special Project Request at Special Project rate.
  

•        All Special Project Requests will be handled through SLS
assigned Manager of Supply Chain Operations for Hometown and Hardware Stores and through the SLS Director of Return Logistics for Outlet Stores.
  

•        Special Requests are defined as not normal day to day
business of receiving, order filling and shipping which may include but are not limited to:
  

•        Product/ carton Inspection

 

•        Out of area shipping

 

•        Vendor or item specific on hand verification

 

•        QA Issues like product re-labeling, re-ticketing,
re-cartoning etc.
  

•        On demand cycle counts

 

•        Stop Sale and/or Stop Shipping (lock bins)

 

•        Full Truckload special off-site store sales

 

•        Store Openings

 

•        Store Closings

 

•        Planned

 

•        Unplanned

 

•        Other services not specified in Logistics Services
SOW
	  	
		  	 7.       Disposition of Unsalable, Defective and Obsolete
Goods
  

•        Process DC returns to Vendor via RA/RGI procedures (Return
Authorization/Return Goods Invoice)
	  	


  
 A - 60










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Provide liquidation service (sell to
salvager, destroy/deface and dispose) per SHMC direction
  
 •        Manage the liquidation of damaged merchandise (assigned to damage bin) per SHMC guidelines

 

•        SLS manages store liquidation recoveries such as
‘Craftsman Tool Returns’ and Store RA/RGI flowing via our reverse logistics network.
	  	
			
		  	 8.       Facility Operations

 

•        Description of the facilities available to SHO in attached
Schedule
  

•        RRCs normal operating Is Monday through Friday / 5 days a
week
  

•        DDCs normal operating is 7 days a week

 

•        Holiday schedule will be provided seasonally

 

•        Distribution Center Holiday Schedule

 

•        Store Delivery Holiday Schedule

 

•        Access to the facilities

 

•        Visits will require advance notice of at least 72 hours and
are limited to SHO Associates. Visits will be accommodated during normal operating hours,
  

•        Requests for vendors to inspect or work product or
re-carton etc. will be handled as a Special Service through Manager of Supply Chain Operations.
	  	
			
		  	 9.       Logistics Administrative Services

 

•        Customer Service

 

•        SLS Logistics Operations provides Managers of Supply Chain
Operations (MSCO) to act as single point of contact for Hometown and Hardware Stores. The following services are included:
  

•     Works with business on new initiatives and defining new
requirements
	  	


  
 A - 61










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •     Provides escalation support for day to day
activities
  

•     Logistics Planning as described above.

 

•        Store Support Department (SSD)

 

•        Provide a single national contact phone # of the servicing
distribution center – the Store Support Department (SSD)
  
 •        Provide a load quality survey with every shipment to allow stores to provide electronic feedback to the Distribution Centers

 

•        Work on behalf of store:

 
 •     For
claims – Overs/Shorts/Damages (OS & Ds)
  
 •     Trailer damage to property
  

•        Transportation Management Visibility (OTM

 

•        Provide a Website link for stores to see their truck
delivery time and current shipment planned ETA and summary of contents
  
 •        DC/Store Support
  

•        Review specific business requirements with Managers of
Supply Chain Operations and translate into a prioritized action plan for Logistics Services, Inventory Management, Transportation and Distribution Centers
  

•        Coordinate resolution with Corporate SHMC/SHO businesses
for DC service issues
  

•        Provide corporate project management and process directions
to the Distribution Centers
	  	


  
 A - 62










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Develop and document business function
operating policies
  

•        Assist with the development and implementation of strategic
planning
  

•        Work with operations teams to determine optimal product
placement and handling strategies
  

•        Manage and perform any special requests as required within
the network
  

•        Execute Network Realignments as needed; communicate with
various stakeholders; monitor so that necessary tasks are completed at correct times.
  

•        Approve all ‘Reverse Flow’ (store back to DC)
requests; execute properly for each retail format
  
 •        Logistics IT System and Support
  

•        Provide distribution center warehouse management system to
support, control and report inventory transactions such as receipts, order filling, storage and shipping
  

•        Provide Project Management for all distribution center IT
initiatives
  

•        Provide 24x7 escalation support to DC’s

 

•        Provide on-going support to DC network system
infrastructure
  

•        WMS, YMS, Order Management software
	  	


  
 A - 63










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Communicate details of installs,
upgrades and changes
  

•        Communicate planned outages

 

•        Provide first level escalation for urgent help desk
issues
  

•        Hardware for DCs

 

•        Assist with installation and set-up of IT approved
hardware/devices
  

•        Assist with IT certification of new devices

 

•        Maintenance agreements / contingencies

 

•        Network

 

•        Assist with design of LAN to support DC devices and
processes
  

•        DC System integration

 

•        Provide project creation and gather business requirements
for requested IT enhancements
  

•        Participate in DC contingency planning exercises

 

•        DC System security

 

•        Coordinate and assist with Sarbanes Oxley audits

 

•        Network Design and Flow Path

 

•        Provide long term network plan based on the mid to long
term corporate initiatives
  

•        Incorporate SHO stores (both Hometown and Outlet) into
Network Planning Models for alignment to the Distribution Centers while keeping Home Delivery dependencies intact
	  	


  
 A - 64










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Work on four-walls continuous
improvement projects by simulating and mathematically modeling DC Operations
  
 •        Work with Supply Chain Finance and Industrial Engineering to establish rates for activities performed

 

•        Approve SHO unique items under current SHMC approved
product lines for stocking in the distribution centers following Flow Path New Item Review process.
  

•        Assist “SHO” with distribution options for new
product lines.
  

•        Conduct Flow Path Analysis of distribution options. Provide
feedback for expense and inventory levels. Analysis to be provided under terms of the Billing Methodology.
  

•        Import vs. Domestic Buy

 

•        Flow vs. DC Stock

 

•        Direct to Store vs. DC Stocking

 

•        Case Pack vs. Repack

 

•        Special Projects as requested will be provided under terms
of LOS (Level of Service) Addendum
  

•        Project Management resources

 

•        Web Enabled Commerce Support

 

•        Manage and operate online fulfillment centers

 

•        Support online assortments

 

•        Project Management for “SHO” initiatives
impacting the Logistics network
	  	


  
 A - 65










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Approve items for stocking in online
fulfillment centers
  

•        Support Inventory transfers

 

•        Provide inventory cycle counts, inventory sampling and/or
physical inventory as prescribed.
  

•        Provide support for parcel and freight shipments

 

•        Out of Scope: Handling of Hazardous items

 

•        Provide reporting related to online fulfillment centers to
business
  

•        Provide assessorial services (non-fulfillment related) for
activities performed in online fulfillment centers at prescribed rate outlined in Schedule 2.
  

•        Support vendor return and product liquidation processes at
the online fulfillment centers
  

•        Return Logistics (Central Return Centers)

 

•        Manage all Vendor return and product liquidation processes/
agreements
  

•        Third Party Warehouse Management

 

•        Procure and manage 3rd party DC relationships and contracts as needed to meet SHO
requirements.
  

•        Short-term and long-term project management
	  	


  
 A - 66










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 10.     Home Delivery

 

•        Delivery services to customer’s homes in Puerto Rico
market unless otherwise agreed upon as a ‘Hybrid’ delivery market (same as mainland Home Delivery services).
  

•        Haul away of existing customer product (s) (as
applicable)
  

•        Basic hook-up / overview of product in the customer home
will be offered (as applicable)
  

•        Fly by and Fly Back

 

•        Pick up customer sold product at the store for delivery
which is an additional stop charge expense.
  
 •        Provide merchandise pick-up (MPU) from warehouse for customer orders
  

•        ROR’s (Record of Return)

 

•        ROR process in Puerto Rico will be consistent with SHMC
mainland processes and rates.
	  	
			
		  	 BILLING METHODOLOGY
  

1.       Logistics Billing Methodology

 

•        PR Warehouse expenses will be allocated to SHO based on the
% of total inventory space utilized by the business (measured in square feet).
	  	


  
 A - 67










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 2.       Special Projects

 

•        Special requests for non-standard services, such as
re-ticketing or re-cartonization, will be charged back to the business on a per project basis.
  

•        Amount of the charge will be equal to the hourly Special
Project rate multiplied by the number of hours worked on the project. The Special Project rate is $50 per hour.
  

•        The project must be pre-approved by submitting the Special
Project request form. SHO should contact their Manager of Supply Chain Operations if they require a Special Project.
  

3.       Puerto Rico Home Delivery:

 

•        SHO will be charged the carrier expense for home
deliveries.
  
 SHO stores will be
billed a % of the total MDO monthly carrier expense. The charges are allocated to SHO stores based on their % of total home delivery stops completed during the month.
	  	
			
		  	 •        Transportation Services – see Transportation
	  	
		  	 11.     Outlet store scope with SLS Central Return
Centers:
  
 SHMC (through the SLS Central Return
Centers) will deliver Goods to SHO’s Outlet Stores. “Goods” include:
  
 (1)     Non-resaleable merchandise;
  

(2)     Merchandise that Sears, Roebuck and Co. (“Sears”) or Kmart
Holding Corporation (“Kmart”) has received back from its customers or its stores; which excludes defective goods.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 (3)     End-of-season merchandise;

 
 Perform facility management and data processing services for SHO
at the CRC Facilities.
  

1.       Acceptance of Goods: Receive and verify receipt of all Goods
and scan or enter product information into the data processing system.
  
 2.       Loading and Handling: Direct the loading of the Goods so as to promote safety of the Goods in transit and ease of handling in delivery. SLS shall mark,
stencil, apply bill of lading information (as applicable) and segregate all Goods and shall block, brace and/or gate the containers, trailers or trucks as appropriate.
  

3.       Shipping Schedules and Load Factors: Adhere to the shipping
and departure schedules mutually agreed upon by SLS and SHO. SHO agrees to provide shipment destination information on each completed load within 2 business days of being notified that the load is ready for shipping.

 

4.       SLS Transportation: Maintain shipping schedules while
achieving an acceptable load factor, in cooperation with SLS Carrier Management on all truckload shipments.
  

5.       Documentation: Prepare and maintain bills of lading and other
shipping documents. Bills of lading and other shipping documents shall be made available to carriers at the scheduled shipping or departure times, in a form that facilitates the receipt of Goods at the designated receiving location and the filing of
claims by SHO or its vendors against carriers for Goods lost or damaged in transit, if necessary.
	  	
			
	 Global Sourcing
	  	 1.       Merchandising Support

 

•        Buyer Support
	  	Global Sourcing Services are offered as part of current Logistics Support.


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services 
	  	 Fees

		  	 •        Familiarize and remain up-to-date
with Buyer’s sourcing, supply and merchandise needs, policies and requirements, including but not limited to a complete understanding of all information on corporate website.

 

•        Market Trend & Country of Origin advantage: Provide
up-to-date market information, trends competitor information and productivity by category by country to help Buyer in identifying suitable products and Vendors.
  

•        Facilitate communications between Buyer and the Vendors
and, when necessary, act as a translator for Buyer’s representatives in meetings with Vendors and potential Vendors.
  

•        Use best efforts to assist Buyer in the investigation
and prosecution of any manufacturer, supplier or other party suspected of infringing upon Buyer’s proprietary rights.
  

•        If Buyer rejects delivery of any of the Merchandise for
whatever reason, use its best efforts to enforce and monitor compliance with Buyer’s trademark guidelines and prevent the Vendor from disposing of such Merchandise without removing Buyer’s Trademarks, labels, brand names or other markings
(e.g., logos) which may be attached to the Merchandise or collateral material (e.g., hangtags, packaging).
  

•        Vendor Qualification and Assessment

 

•        Vendor Qualifications: based on vendor’s product
strength, production capacity, U.S. market and Retail direct experience, annual business volume, internal quality control, company terms including payment terms, defective policy, UTC, PLI, their service level in terms of communication & follow
up, response time based on our request
  
 •        Assist Buyer in working with selected Vendors on product selection, price negotiations, packaging development and Order placement.

 

•        Procure from prospective Vendors the information
required by Buyer’s applicable company or factory profile questionnaire.
	  	Any change to the current services provided to SHO businesses will be billed based on an agreed upon rate.


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Work with Vendors to comply with
the applicable provisions of the manuals and vendor import guidelines.
  
 •        Product Development
  

•        Product Development Stage – based on buyer’s
need and requirements, source and designate the potential vendor matrix
  
 •        Advance sample approval – ensure the product being produced at the factory is the same level or higher standard per buyer’s approval
sample
  

•        Packaging approval – ensure the packaging quality
used on the product is per buyer’s requirement
  
 •        Use its best efforts to ensure that the Design Materials used in or obtained or ordered for the manufacture of Merchandise are not used for any
purpose other than the production of Merchandise solely for the account of Buyer “Design Materials” includes (without limitation) documents, designs, drawings, artwork, sketches, patterns, photographs, images, fabric and/or samples in
whatever form, whether written, physical or electronic.
  
 •        Costing
  

•        Costing Stage – Solicit with vendors on quotation,
sample preparation and align Cost vs. Design requirements as defined by Outlet
  
 •        In accordance with Buyer’s instructions, place Orders and use its best efforts to negotiate and achieve the combination of price, quality and
delivery most favorable to Buyer for Merchandise which complies with the Merchandise Specifications, with the explicit understanding that Buyer shall have the right, but not the obligation, to directly participate in all such
negotiations.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 2.       Production Management

 

•        Order Management – Order processing, training vendor
base on Outlet’s testing, inspection and factory audit requirements, monitor sample approval, packaging approval and vendors’ production and on-time performance

 

•        Regularly follow-up on production and shipments under
Orders.
  

•        Keep close contact with all Vendors to ensure that
production of the Merchandise is running according to the delivery schedule set by Buyer for each item.
  

•        After becoming aware of any delivery delays, other
noncompliance with the applicable T&C’s or Order, or other problems, promptly inform Buyer, and use reasonable efforts to implement Buyer’s decisions regarding new delivery terms and/or cancellation of Orders.

 

•        Unless otherwise instructed by Buyer in writing, instruct
vendors that Merchandise is not to be shipped to the Buyer after the shipment or cancellation date specified in the applicable Order without Buyer’s prior written consent.

 

•        In the event of claims, assist in negotiations with the
Vendors and shippers on behalf of Buyer to obtain settlement in the best interest of Buyer.
  

•        Use best efforts to ensure that the transshipment of
Merchandise to conceal the true country of origin or the labeling of Merchandise with information that is deceptive as to the true country where the Merchandise was manufactured does not occur in the manufacture of Merchandise for purchase by
Buyer.
  

•        If specifically requested to do so by Buyer and agreed to
by Agent, confirm that quota has been secured for Merchandise and, when requested by Buyer, Agent shall secure quota, if required, for the account of Buyer and issue bills to Buyer for the cost of said quota pursuant to this
Agreement.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 3.       Quality Assurance and Technical Support

 

•        Testing & Inspection – Product Specifications and
requirements are verified through pre-production / production testing as well as in-line & final inspections.
  

•        Conduct reasonable sampling inspections of Merchandise
procured for Buyer (including at the Vendor’s facility, if Buyer so requests) to assure that the Merchandise meets the Merchandise Specifications and all fabric, quality, labeling, packaging and other standards and requirements prescribed by
Buyer
  

•        A certificate verifying the conduct of and results of the
final inspection shall be submitted upon request by Buyer. Buyer shall have the right to inspect those inspection records which relate to product ordered by and shipped to Buyer.

 

•        Inspections will not relieve the Vendor of its
responsibility to Buyer for the quality and quantity of the products or services supplied and Agent shall instruct all Vendors of their responsibility in this regard.
  

•        Technical / Color Approval Support (For Apparel, Soft Home,
Footwear, Fashion Accessories) – Tech and color SHGS teams will ensure the measurement, fitting and colors are within tolerance set forth by buyer
	  	
			
		  	 4.       Social Compliance factory audit –

 

•        SHGS compliance team monitored a total of 1,619 active
factory base under Steton system, which provide factory audit history for merchandising team to understand up-to-date social compliance performance and corrective action plan and timeline by factory by vendor

 

•        Comply at all times with all laws applicable to
Agent’s conduct and of the country in which the Merchandise is manufactured.
  
 •        Encourage and monitor Vendors’ compliance with (i) legal requirements, including but not limited to, CPSIA safety testing requirements as it
may relate to any product categories, and (ii) the terms of applicable Orders, T&C’s, Merchandise Specification and other contractual requirements.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Use best efforts to ensure that no child,
forced or convict labor in violation of the local laws of the country in which the Merchandise is manufactured, or to which the Merchandise is being exported, is used in the manufacture of Merchandise.

 

•        Immediately identify to Buyer any financial interest or
family relationship Agent, Agent’s employee(s) and/or Agent’s shareholder(s)/owner(s) have, had or may have with a Vendor or export supplier, or a potential Vendor or export supplier.

 

•        If Buyer purchases Merchandise from a Vendor or export
supplier with whom Agent, Agent’s employee(s) and/or Agent’s shareholder(s)/owner(s) have, had or may have a financial interest or family relationship, Agent shall provide written assurances to Buyer that (i) such interest or relationship
will not affect Agent’s ability to perform the services described herein and (ii)
  

•        Agent shall not share profits or other proceeds with such
Vendor or export supplier from any transaction resulting from Agent’s performance of its services.
	  	
			
		  	 5.       Logistics Support

 

•        Facilitate the processing of export documentation necessary
for customs clearance in the port of entry,
  
 •        Monitor Merchandise shipping for compliance with Orders.
  

•        Monitor compliance with and advise Buyer as to shipping
logistics and delivery terms required in Orders or otherwise specified by Buyer.
  
 •        Promptly after becoming aware of the same, advise Buyer of any non-compliance with the above and obtain the written approval of Buyer for
non-compliance or changes in requirements.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Prior to the exportation of the
Merchandise to the United States (or such other country as Buyer shall designate), Agent shall facilitate the collection of and provide all documents, certificates, forms, statements and information appropriate or necessary for exportation to and
importation into the United States, or other country of destination.
  
 •        Analysis best flow path per Outlet’s target in-store dates and provide ocean freight and in-land shipping cost estimation / options

 

•        Secure Vessel bookings

 

•        ensure shipping documentations are reflecting the correct
details per Outlet purchase orders for smooth customs clearance
  
 •        Others – See details in SOW documentation of Warehouse distribution & Logistic services
	  	
			
		  	 6.       Finance Support

 

•        Statutory Reporting: External reporting to local statutory
and tax authorities through filing of audited financials and tax returns.
  
 •        Management Reporting: Internal management reporting to SHC Hoffman teams and SHGS executives, branch managers and department heads.

 

•        Claims Processing

 

•        Creation of claims against vendors for SHGS local
services
  

•        Creation of claims against vendors on behalf of SHC
corporate
  

•        Monitor offset of claims receivables against FOB
payable
  

•        Implement routine and necessary collection
efforts
  

•        Exercise hold payment if necessary as leverage

 

•        Resolve disputes through co-ordination with different
depts.
  

•        LC and payment processing
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Processing steps leading to issuance
of LC to vendors
  

•        Attend to all routine and ad hoc issues relating to LC
processing
  

•        Process wire transfer payments

 

•        PLI Compliance

 

•        Monitor Product Liability Insurance applications

 

•        Ensure vendor compliance to PLI

 

•        Diligence and internal control Steps

 

•        Recording and exercise custody steps over cash and fixed
assets
  

•        Ensure proper authorization over all expenditure

 

•        Maintain segregation of duties and promote internal control
steps
	  	
			
		  	 1.       Merchandising Support

 

•        Buyer Support

 

•        Familiarize and remain up-to-date with SHO’s
sourcing, supply and merchandise needs, policies and requirements, including a complete understanding of all information on corporate website.
  

•        Market Trend & Country of Origin advantage:
Provide up-to-date market information, trends, competitor information and productivity by category by country to help SHO identify suitable products and Vendors. 
  

•        Facilitate communications between SHO and the vendors
and, when necessary, act as translator for SHO’s representatives in meetings with vendors and potential vendors. 
  

•        Help SHO investigate and prosecute any manufacturer,
supplier or other party suspected of infringing upon SHO’s proprietary rights. 
  

•        If SHO rejects delivery of any of the Merchandise for
whatever reason, help SHO enforce and monitor compliance with its trademark guidelines and prevent the vendor from disposing of the
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Merchandise without removing SHO’s Trademarks, labels, brand names or other markings (e.g., logos) that may
be attached to the Merchandise or collateral material (e.g., hangtags, packaging).
  

•        Vendor Qualification and Assessment

 

•        Vendor Qualifications: based on vendor’s product
strength, production capacity, U.S. market and Retail direct experience, annual business volume, internal quality control, company terms including payment terms, defective policy, UTC, PLI, their service level in terms of communication & follow
up, response time based on our request
  
 •        Assist SHO in working with selected vendors on product selection, price negotiations, packaging development and order placement.

 

•        Procure from prospective vendors the information
required by SHO’s company or factory profile questionnaire.
  
 •        Work with vendors to comply with the applicable provisions of the manuals and vendor import guidelines.

 

•        Product Development

 

•        Product Development Stage – based on SHO’s
need and requirements, source and designate the potential vendor matrix
  
 •        Advance sample approval – ensure the product being produced at the factory is the same level or higher standard per SHO’s approval
sample
  

•        Packaging approval – ensure the packaging quality
used on the product is per SHO’s requirement
  
 •        Use its best efforts to ensure that the Design Materials used in or obtained or ordered for the manufacture of Merchandise are not used for any
purpose other than the production of Merchandise solely for SHO’s account. “Design Materials” includes documents, designs, drawings, artwork, sketches, patterns, photographs, images, fabric or samples in whatever form, whether
written, physical or electronic.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Costing

 

•        Costing Stage – Solicit with vendors on quotation,
sample preparation and align Cost vs. Design requirements as defined by SHO
  
 •        In accordance with SHO’s instructions, place orders and use its best efforts to negotiate and achieve the combination of price, quality and
delivery most favorable to SHO for Merchandise that complies with the Merchandise Specifications, with the explicit understanding that SHO has the right, but not the obligation, to participate directly in all negotiations.
	  	
		  	 2.       Production Management

 

•        Order Management – Order processing, training
vendor base on SHO’s testing, inspection and factory audit requirements, monitor sample approval, packaging approval and vendors’ production and on-time performance

 

•        Regularly follow-up on production and shipments under
orders. 
  

•        Keep close contact with all vendors to ensure that
production of the Merchandise is running according to the delivery schedule set by SHO for each item. 
  

•        Promptly notify SHO upon becoming aware of any delivery
delays, other noncompliance with the applicable T&C’s or order, or other problems, and use reasonable efforts to implement SHO’s decisions regarding new delivery terms and cancellation of orders. 

 

•        Unless otherwise instructed by SHO in writing, instruct
vendors that Merchandise is not to be shipped to the SHO after the shipment or cancellation date specified in the applicable order without SHO’s prior written consent. 

 

•        In the event of claims, assist in negotiations with the
vendors and shippers on behalf of SHO to obtain settlement in the best interest of SHO. 
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Use best efforts to ensure that
Merchandise supplied to SHO is not transshipped to conceal the true country of origin or deceptively labeled as to the true country of manufacture.
  

•        If specifically requested to do so by SHO and agreed to
by Agent, confirm that quota has been secured for Merchandise and, when requested by SHO, Agent shall secure quota, if required, for the account of SHO and issue bills to SHO for the cost of the quota.
	  	
			
		  	 3.       Quality Assurance and Technical
Support
  

•        Testing & Inspection – Product
Specifications and requirements are verified through pre-production / production testing as well as in-line & final inspections. 
  

•        Conduct reasonable sampling inspections
of Merchandise procured for SHO (including at the Vendor’s facility, if SHO so requests) to assure that the Merchandise meets the Merchandise Specifications and all fabric, quality, labeling, packaging and other standards and requirements
prescribed by SHO.
  

•        Provide SHO a certificate verifying the conduct of and
results of the final inspection upon request. SHO has the right to inspect those inspection records that relate to product ordered by and shipped to SHO. 
  

•        Inspections will not relieve the vendor of its
responsibility to SHO for the quality and quantity of the products or services supplied and Agent shall instruct all vendors of their responsibility in this regard.
  

•        Technical / Color Approval Support (For Apparel, Soft
Home, Footwear, Fashion Accessories) – Tech and color SHGS teams will ensure the measurement, fitting and colors are within tolerance set forth by SHO.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 4.      Social Compliance factory audit –

 

•        SHGS compliance team monitored a total of 1,619 active
factory base under Steton system, which provide factory audit history for SHO’s merchandising team to understand up-to-date social compliance performance and corrective action plan and timeline by factory by vendor

 

•        Comply at all times with all laws applicable to
Agent’s conduct and of the country in which the Merchandise is manufactured.
  

•        Encourage and monitor vendors’ compliance with (i)
legal requirements, including CPSIA safety testing requirements as it may relate to any product categories, and (ii) the terms of applicable Orders, T&C’s, Merchandise Specification and other contractual requirements.

 

•        Use best efforts to ensure that no child, forced or
convict labor in violation of the local laws of the country in which the Merchandise is manufactured, or to which the Merchandise is being exported, is used in the manufacture of Merchandise.

 

•        Immediately identify to SHO any financial interest or
family relationship that Agent, Agent’s employees or Agent’s shareholder or owner have, had or may have with a vendor or export supplier, or a potential vendor or export supplier.

 

•        If SHO purchases Merchandise from a vendor or export
supplier with whom Agent, Agent’s employee or Agent’s shareholder or owner have, had or may have a financial interest or family relationship, Agent shall provide written assurances to SHO that (i) such interest or relationship will not
affect Agent’s ability to perform the services described herein and (ii)
  
 •        Agent shall not share profits or other proceeds with such vendor or export supplier from any transaction resulting from Agent’s performance of
its services.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 5.      Logistics Support

 

•        Facilitate the processing of export documentation
necessary for customs clearance in the port of entry,
  
 •        Monitor Merchandise shipping for compliance with orders.
  

•        Monitor compliance with and advise SHO as to shipping
logistics and delivery terms required in orders or otherwise specified by SHO.
  
 •        Promptly after becoming aware of the same, advise SHO of any non-compliance with the above and obtain the written approval of SHO for
non-compliance or changes in requirements.
  
 •        rior to the exportation of the Merchandise to the United States (or such other country as SHO shall designate), Agent shall facilitate the
collection of and provide all documents, certificates, forms, statements and information appropriate or necessary for exportation to and importation into the United States, or other country of destination.

 

•        Analysis best flow path per SHO’s target in-store
dates and provide ocean freight and in-land shipping cost estimation and options
  

•        Secure Vessel bookings

 

•        ensure shipping documentations are reflecting the
correct details per SHO purchase orders for smooth customs clearance
  
 •        Others - See details in SOW documentation of Warehouse distribution & Logistic services

 
	  	
		  	 6.      Finance Support

 

•        Statutory Reporting: External reporting to local
statutory and tax authorities through filing of audited financials and tax returns.
  

•        Claims Processing

 

•        Creation of claims against vendors for SHGS local
services 
  

•        Creation of claims against vendors on behalf of SHO

	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Monitor offset of claims receivables
against FOB payable
  

•        Implement routine and necessary collection
efforts
  

•        Exercise hold payment if necessary as
leverage
  

•        Resolve disputes through co-ordination with different
depts.
  

•        LC and payment processing

 

•        Processing steps leading to issuance of LC to
vendors
  

•        Attend to all routine and ad hoc issues relating to LC
processing
  

•        Process wire transfer payments

 

•        PLI Compliance

 

•        Monitor Product Liability Insurance
applications
  

•        Ensure vendor compliance to PLI

 

•        Diligence and internal control steps

 

•        Recording and exercise custody steps over cash and fixed
assets
  

•        Ensure proper authorization over all
expenditure
  

•        Maintain segregation of duties and promote internal
control steps
  
	  	
		  	 BILLING METHODOLOGY
  

1. Logistics Billing Methodology
  

•        Variable handling billing 

 

•        Rates for the RRCs are by flow path and by product size
(Small, Medium, Large and Extra Large). Each Div-Line is placed into a size group at the beginning of the year based on last year’s average inbound carton cube for that Div-Line. 

 

•        Rates for the DDCs are by flow path and
division.
  

•        SHO will be billed based on disbursement volume out of
the distribution centers.
  

•        Fixed handling billing 
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 •        Fixed Handling represents the portion
of logistics cost that does not vary with volume and that is not related to storing merchandise.
  

•        SHO will be charged the 2012 plan level for fixed
handling (plan is based on the SHO 2011 actual charge for fixed handling by network).
  

•        Storage billing

 

•        Cost is based on usage of DC inventory
space.
  

•        SHO will be billed based on cubic feet of RRC inventory
space and square feet of DDC inventory space.
  
 •        Cubic/Square foot space usage is allocated to SHO based on the % of total division level volume attributed to the business.

 
 2012 Storage and Handling Rates by Flow Path are listed in
“2012 Logistics Rates”.
  
 2. CRC Handling and
Transportation
  

•        CRC handling services are billed on a per scan
basis.
  

•        Transportation rates are based on the average size of
the item. SHO is assigned a rate based on the average cube per selling unit.
  
 •        Salvage revenue is derived from recovery of salvageable merchandise. Rate is set in accordance with our agreement with third
party(s).
  

•        Freight and handling planned revenue is based on 2011
average actual rate.
  
 3. Billing of Overheads

 

•        SHO will be billed for other Logistics Overhead expenses
based on the % of total DC handling expenses (fixed and variable) attributed to SHO. Other Overheads is defined as Supply Chain Management overhead minus Inventory Management, Space Management and Global Sourcing.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 4. DC Markdowns
  

•        DC Markdowns include I/B damage, price change markdowns,
price protection subsidy, and damage caused during storage and handling at the DC.
  

•        Allocation of charges to SHO for DC markdowns is based
on the % of division level store markdowns attributed to SHO.
  
 5.
Online Fulfillment Services – No charge
  
 6. Special
Projects
  

•        Special requests for non-standard services, such as
re-ticketing or re-cartonization, will be charged back to the business on a per project basis.
  

•        Amount of the charge will be equal to the number of
hours worked on the project multiplied by $50 (the hourly special project rate).
  

•        The project must be pre-approved by submitting the
Special Project request form. SHO should contact their Manager of Supply Chain Logistics if they require a Special Project.
  

7. Third Party Warehouse Management – No charge.
  

8. Supply Chain charges will be billed monthly and trued-up to the actual expense at the end of each quarter. This will involve a
comprehensive review of all supply chain charges. Expense true up will have a direct impact on the Logistics expense.
	  	
		  		  	


  
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Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	



	  	


  
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Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	



	  	


  
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Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	



	  	


  
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Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	



	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


									
	 Service or Business Area
	  	 Services
	  	 Fees

	PAYMENT CLEARING AND RELATED FINANCIAL SERVICES	  		  		  		  	
	SEARS FINANCIAL SERVICES (SFS)	  		  		  		  	
	Third Party Payment Acceptance	  	 2.1 SFS manages the payment acceptance process of authorization and settlement for the acceptance of third party
credit and debit cards through contracts with Discover, American Express, and First Data (for the acceptance of Visa and Mastercard-branded cards). In addition, SFS will manage SHO’s Telecheck relationship for the acceptance and settlement of
checks. Sears Financial Services manages third-party partner SLA performance, PCI and regulatory compliance, technical enhancements and tender optimization
  

Each tender type accepted for payment at SHO has an interchange rate associated with it. Following is a breakdown of the 2012 Planned Bankcard Rates and
Check Expense Plans by Tender Type for SHO:
  
	  	Each month, Sears Financial Services will charge out the direct liability for third party payment costs associated with SHO’s merchandise sales for that month. The
total payment cost and total payment cost as % of sales will vary from month to month based on merchant promotional activity (e.g. tied-to-Sears-credit offer). Sears Financial Services will provide monthly reporting for SHO so they can better
understand the drivers of the payment costs they incurred in each month.
		  	 Credit:
	  		  		  
		  	 American Express
	  	2.20%	  		  
		  	 Visa
	  	1.88%	  		  
		  	 Mastercard
	  	1.87%	  		  
		  	 Discover
	  	1.37%	  		  
		  	 Sears Card
	  	0.00%	  		  
		  	 Signature Debit:
	  		  		  
		  	 Visa
	  	0.79%	  		  
		  	 Mastercard
	  	0.94%	  		  
		  	 Pin Debit Expense
	  	0.55%	  		  
		  	 Check and POA Expense
	  	0.55%	  		  


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


									
	 Service or Business Area
	  	 Services
	  	 Fees

	Consumer Credit Cards	  	 2.2 SFS manages lending relationships (currently with Citibank and Capital One) for the provision of Sears-branded
credit to SHO through either a private label or a general purpose credit card. Provision of credit to SHO (1) reduces payment costs, (2) builds our business partner data warehouse of marketable households and transactional activity, (3) gives
business partners access to financing to purchase goods from SHO, (4) offers merchants a vehicle for targeting promotional offers (including 0% financing), and (5) generates an incremental revenue stream from our lending relationships.

 
 The acquisition of and ongoing business partner use of Sears-branded consumer credit
cards creates a number of benefits for SHO. Our lending partnerships include a variety of revenue, expense and subsidy streams that can be tapped to help SHO grow sales, manage down their third party payments costs, and offset the expense of select
promotional offers (when tied to credit).
  
 The successful optimization of
our Sears consumer credit programs requires the alignment of incentives across Financial Services and SHO. To this end, we will distribute the credit revenues associated with the Sears credit programs according to the following
table:
	  	

  

									
	 	  	Financial
Services	 	 	SHO	 
	 Net New Account Revenue
	  	 	25	% 	 	 	75	% 
	 Non-0% Credit Revenue
	  	 	25	% 	 	 	75	% 
	 Associate Incentive
	  				 	 	100	% 
	 Tied-to-Credit Subsidy
	  				 	 	100	% 


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

			
		  	 Net New Account Revenue represents the fees paid by Citi and Capital One for a new approved, activated credit card account. For
Citi and Capital One underwritten accounts, the fee paid to SHO is $9.94 per account.
  
 Non-0% Credit Revenue is earned only on Sears Cards issued by Citi. It is subject to a sliding rate schedule (outlined in the Citi-Sears Program Agreement) which is based on the Dollar Volume of
SHO Merchandise sales and the Dollar Volume of 0% Sears Card sales. The Non-0% Credit Revenue rate in effect on February 1, 2012 is 163 basis points subject to change based on future sales performance.

 
 Financial Services pays for the $2 Associate Incentive earned by SHO
associates for every credit card application generated. From time to time, Financial Services will fund additional incentive contests where it will pay up to $4 for every credit card application generated

 
 In addition, Financial Services will work with SHO to design, develop, and execute
merchant offers tied to credit that generate Non-0% credit revenue for SHO. These offers may be eligible for incremental Tied-to-Credit Subsidy from Citi which will be negotiated on a one-off basis based on the business case developed between
Financial Services, Citi and the SHO.
  
 0% Promotional Financing is
another promotional tool that can be leveraged by SHO to incent merchandise sales. SHO will be assessed a Merchant Discount Rate (MDR) based on the duration of the promotion. The expense table for 0% Promotional Financing for 2012 is included below.
By way of example, the 2012 MDR for a 12 months deferred interest financing promotion was 325bps. In addition to reducing third party payment acceptance costs when a customer shifts their payment option to the Sears Card, Protection Agreement (PA)
attach rates also increase with the use of 0% promotions. Zero Percent
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


													
	 Service or Business Area
	  	 Services
	  	 Fees

		  	financing gives customers the ability to pay for their PA over time versus all at once. Between the third party payment expense savings and the incremental margin from
the higher attachment rate, SHO can self-fund its 0% financing promotions.	  	

  

					
	 Duration
	  	Rate	 
	 6 months
	  	 	2.65	% 
	 12 Months
	  	 	3.25	% 
	 18 Months
	  	 	5.28	% 
	 24 Months
	  	 	8.29	% 
	 36 Months
	  	 	15.03	% 

  

													
	Gift Cards	  	 2.3 SFS manages the product development, operational support, vendor management, marketing budget, and state-by-state
compliance for Sears/SHO branded gift cards. Gift cards offer SHO a convenient gifting option when they cannot find or do not know what color/size/brand/style merchandise their recipient would like most. It gives Sears/SHO an opportunity to market
Sears, Sears/SHO outside of stores through Gift Card Malls and Rewards programs nationwide. And it creates a currency for shopping that is convertible only for Sears/SHO merchandise which once purchased/received, naturally increases consideration
and usage for our brands. Plus Sears/ SHO gift cards carry no fees and never expire.
  
 The interchange rate on Sears/SHO gift cards will be 200bps of gift card value redeemed. This Gift Card Fee covers the cost of running the gift card program (i.e. ValueLink processing costs, plastics, B2B
discounts (associated with third party sales of Sears/SHO gift cards outside SHC stores), etc.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


									
	 Service or Business Area
	  	 Services
	  	 Fees

		  	Requesting custom gift cards for specific promotions will incur direct fees associated with custom card production. These will vary by promotional requirements and
volumes and will be executed according to terms that will be mutually agreed to by the parties separately.	  	
			
	Gift Card Acceptance	  	 2.4 SHC and SHO will accept each other’s gift cards as a tender type and will be reimbursed for the
“same as cash” value of the gift card redemption regardless of where the gift card originated.
  
 Sears Financial Services and SHO will agree to partner on the development and implementation of periodic “Spend and Get” promotions which will be offered to consumers in Sears/SHO as a means of
driving incremental traffic and revenue.
  
 Financial Summary of Spend &
Get Promotions:
  
	  	


					
	 Accounting Activity/Description
	  	 Account
	  	 Timing

	At time of reward card issuance, SHO is charged 100% of reward card value	  	Gross Margin Adj 50181	  	At Activation
	SHO receives 25% discount on reward card issuance expense	  	Gross Margin Adj 50181	  	At month end close for the month in which promotion was run
	SHO receives 75% of breakage benefit for expiring states	  	Gross Margin Adj 50181	  	The month following the promotional expiration date
	SHO receives 75% of breakage benefit for non- expiring states	  	Gross Margin Adj 50181	  	The month following the promotional expiration date
	SHO Receives 25% charge on any redemptions taking place within their Format	  	Gross Margin Adj 50181	  	The month following the promotional expiration date


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


													
	 Service or Business Area
	  	 Services
	  	 Fees

		  	Requesting custom Spend & Get cards for specific promotions will incur direct fees associated with custom card production. These will vary by promotional
requirements and volumes and will be executed according to terms that will be mutually agreed to by the parties separately.	  	
	Installment Loans	  	 2.5 SFS manages the lending relationship with GE who provides the capability for our business partners to buy our
product and services over a fixed term with equal monthly payments. Installment loans provides our associates with a tool that allows them to promote the low monthly payment option as a vehicle to increase sales ticket, improve attachment and grow
accessory sales. Provision of installment loans gives SHC and its merchants a unique advantage over its major hardline competitors as they do not currently offer this product.

 
 Similar to the utilization of 0% promotional financing in section 3.2, Installment
Loans are another promotional tool that can be leveraged by SHO to incent merchandise sales. SHO will be assessed a Merchant Discount Rate (MDR) based on the duration and consumer interest rate of the promotion. The expense table for Installment
Loans is included below. By way of example, the 2012 MDR table is listed below.
	  	

  

											
	36 Month
Term	 
	APR	 	 	MDR	 	 	Monthly
Payment
on $1,000
Purchase	 
	 	4.99	% 	 	 	10.42	% 	 	$	29.97	  
	 	7.99	% 	 	 	7.37	% 	 	$	31.33	  
	 	9.99	% 	 	 	5.24	% 	 	$	32.26	  
	 	12.99	% 	 	 	3.23	% 	 	$	33.69	  
	
	48 Month
Term	 
	APR	 	 	MDR	 	 	Monthly
Payment
on $1,000
Purchase	 
	 	4.99	% 	 	 	13.42	% 	 	$	23.02	  
	 	7.99	% 	 	 	9.40	% 	 	$	24.41	  
	 	9.99	% 	 	 	6.72	% 	 	$	25.36	  
	 	12.99	% 	 	 	4.00	% 	 	$	26.82	  


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


													
	 Service or Business Area
	  	 Services
	  	 Fees

	Layaway	  	2.6 SHO will continue to have available at point of sale and be able to offer customers Layaway options in all retail locations. SHMC/SFS will continue to provide
access and support for the existing layaway functionality.	  	
	Reporting & Support	  	 Financial Services will provide SHO with a month by month forecast for annual Financial Services revenue and expense
items by product (e.g. Sears Credit, Third Party Payments, Layaway, Gift Card).
  
 Financial Services will provide weekly reporting of SHO sales by tender type for the purposes of enabling your organization to forecast monthly revenues, expenses, opportunities and risks.

 
 Financial Services will provide a single point of contact for SHO to address
questions you may have as well as assist you in the design and execution of promotional programs for optimizing benefits and reducing expenses.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

	 IT SERVICES

IT SERVICES

Base Operations for 2012
 (PER 2012 I&TG SERVICE CATALOG VERSION 1.1-MAR 2012)
  
	  	 Technology Product Domain
  

Business Strategy & Operations:
  

•       Enterprise Learning & Development

 

•       Enterprise Process Management

 

•       Enterprise Project / Program Management

 
	  	  
  

$12,004
  
 $32,744
  

$48,821

		  	Business Strategy & Operations Total	  	$93,569
		  	 Information Analytics & Innovation
  

•       BI Administration

 

•       BI Application Support

 

•       BI Data Monitoring

 

•       BI Delivery Administration

 

•       BI License Management & Support

 

•       Supply Chain Management
	  	  
  

$11,306
  
 $266,063
  
 $46,829

 
 $57,532

 
 $62,870

 
 $374

		  	Information Analytics & Innovation Total	  	$444,974
		  	 Network & Security Services:
  

•       Compliance

 

•       Media Services

 

•       Non-retail Asset Maintenance

 

•       Retail Asset Maintenance

 

•       Security

 

•       Telecom Provisioning & Management

 

•       Telecommunications Data

 

•       Telecommunications Voice
	  	  
  

$89,867
  
 $22,337
  
 $82,513

 
 $53,404

 
 $460,099

 
 $305,188

 
 $4,095,582

 
 $647,057

		  	Network & Security Services Total	  	$5,756,047
		  	 Operational Services:
  

•       Associate & Customer Desktop Support

 

•       Data Center Operational Services

 

•       Distributed Environment Services

 

•       Storage Services
	  	  
  

$65,393
  
 $660,421
  
 $961,213

 
 $208,106

		  	Operational Services Total	  	$1,895,133


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	 Retail Services:
  

•       Core Retailing Transaction Support

 

•       Customer Facing Transaction Support

 

•       Hardware Support Services
	  	  
  

$310,871
  
 $68,673
  

$377

		  	Retail Services Total	  	$379,921
		  	 Service Management:
  

•       Administration

 

•       Business Continuity

 

•       IT&G Service Quality Management

 

•       IT&G Service Support

 

•       I&TG Service Support – Corporate Desktop
Support
  

•       Learning & Development

 

•       Performance & Service Management
	  	  
  

$959
  
 $27,439
  
 $14,416

 
 $2,254

 
 $168,341

 
 $1,720

 
 $11,784

		  	Service Management Total	  	$226,913
		  	BASE OFFERING GRAND TOTAL	  	$8,796,557
	IT Support Services	  	 Business Strategy & Operations
  

Development & Support Services:
  

•       Fixed team minimum to support and maintain services, multiple
enhancements, external variable charged, as needed
	  	  
  
  

 
 $811,200

	  	 BUSINESS STRATEGY & OPERATIONS

SUPPORT SERVICES TOTAL
	  	$811,200
	IT Service Costs – Base Components	  	 Service costs of Base Components for SHO will not exceed $9.6M for 2012, assuming SHO usage and requirements are consistent with that
experienced in 2011.
  

•       Annual increases to the Base Component and Systems
Access/Maintenance service costs will be capped at five-percent (5%) with the exception of increases to 3rd Party services which will be passed through to SHO.
  

•       Any additional increases will be subject to negotiation and
agreement by both parties in advance of any applicable increase.
  
 Labor
Rates actual spend is based on the time and materials cost associated with Service Requests determined on a project-by-project basis, as well as by the skill sets required to deliver the Services.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees



					
		  	I&TG Standard Rates for Sears Holdings Corporation (SHC) and Sears IT & Management Services India Private Limited (SHI) Associates for Fiscal Year 2012:	  	

  

							
	Labor Type	 	Skill Set	 	Hourly Rate	 
	SHC Associate	 	Associate	 	$	65.00	  
	SHI Associate	 	Off-shore Engineer	 	$	35.00	  
	SHI Associate	 	On-site Engineer	 	$	65.00	  
	3rd Party Contractor	 	Variable	 	 	TBD	* 


											
		 	  

*  Hourly rates will be reviewed with and approved by SHO
	  	


					
			
	HOME SERVICES (Installation & Repair)	  	 Services performed in accordance with the Merchandising Agreement dated
                 , 2012 between SHO, Sears, Roebuck and Co., and others, including those set forth in Section 11 of the Merchandising Agreement.

 
 1. Home Delivery

 
 Delivery Services will be made available to all SHO markets unless a market is
otherwise agreed upon as a “Hybrid” delivery market.
  
 Haul Away
of existing customer product(s) (as applicable)
  
 Basic hookup / overview of
product in the customer home will be offered (as applicable)
  
 Pickup of
returned goods (RORs) from consumer
	  	 Delivery Fee
  

SHO (Outlet) Customer Standard Delivery Charge is based on the Market Delivery Rate Table. Home Services will reimburse/charge SHO (Outlet) for the
difference between the Market Delivery Rate and $69.99.
  
 SHO (Hometown
– HTS, HAS or AHS)
  
 Standard Delivery Charge is based on Market
Delivery Rate Table.



  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

			
		 	 The rates cover all carrier and 4-wall MDO expenses and related carrier management, carrier negotiation, site management, routing,
customer engagement and containment, infrastructure costs and all Customer Care Network costs.
  
 The rate is per stop - if multiple products are delivered on a single retail customer stop, only 1 charge will be incurred.
  

The Delivery rates stated for SHO Store locations do not include a potential fuel surcharge (see fuel surcharge table).

 
 The Delivery rates for SHO (HTS and Outlet) are included in the Market Delivery Rate
Tables attached to this Appendix 1.01 as Exhibits HS-1 and HS-2, respectively.
	  	
			
		 	 Home Delivery Fuel Surcharge
  

In addition to the fees for Home Delivery services set forth in the Agreement, SHO agrees to pay to SHMC an additional amount to compensate SHMC’s
Home Services business unit for increases in the retail cost of fuel for trucks used to provide the Services (a “Fuel Surcharge”) when such cost equals or exceeds $4.40 per gallon (National Averages), calculated as follows:

 
 On the last day of each calendar month, SHMC shall establish the retail cost of its
truck fuel by reviewing average price for the month based on the “Gasoline and Diesel Fuel Update” as published by the U.S. Department of Energy’s Information at: http://www.eia.gov/petroleum/gasdiesel/.
	  	Fuel Surcharge table is included.


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


									
	 Service or Business Area
	  	 Services
	  	 Fees

			
		  	 When the “Gasoline and Diesel Fuel Update” average price for any calendar month is equal to or greater than $4.40
per gallon, SHMC shall charge and SHO agrees to pay SHMC a Fuel Surcharge as described in the chart below.
	  	
		  	  
 Home Delivery Fuel Surcharge
Table


  

											
	Monthly Average Diesel Price	 	 	Fuel surcharge
per billed
stop	 
	At Least	 	 	But Less Than	 	 
			
	$	2.40	  	 	$	4.40	  	 			
			
	$	4.40	  	 	$	4.60	  	 	$	0.36	  
			
	$	4.60	  	 	$	4.80	  	 	$	0.72	  
			
	$	4.80	  	 	$	5.00	  	 	$	1.08	  
			
	$	5.00	  	 	$	5.20	  	 	$	1.44	  
			
	$	5.20	  	 	$	5.40	  	 	$	1.80	  
			
	$	5.40	  	 	$	5.60	  	 	$	2.16	  


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


									
	 Service or Business Area
	  	 Services
	  	 Fees



											
			
	$	5.60	  	 	$	5.80	  	 	$	2.52	  
			
	$	5.80	  	 	$	6.00	  	 	$	2.88	  
			
	$	6.00	  	 	$	6.20	  	 	$	3.24	  
			
	$	6.20	  	 	$	6.40	  	 	$	3.60	  
			
	$	6.40	  	 	$	6.60	  	 	$	3.96	  
			
	$	6.60	  	 	$	6.80	  	 	$	4.32	  
			
	$	6.80	  	 	$	7.00	  	 	$	4.68	  


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees



					
		  	When the “Gasoline and Diesel Fuel Update” average price for any calendar month is equal to or less than $2.40 per gallon, SHMC shall rebate SHO a Fuel Surcharge as
described in the chart below.	  	

  

											
	Monthly Average Diesel Price	 	 	Fuel surcharge
per billed stop	 
	 At Least
	 	 	But Less Than	 	 
			
	$	2.20	  	 	$	2.40	  	 	($	0.36	) 
			
	$	2.00	  	 	$	2.20	  	 	($	0.72	) 
			
	$	1.80	  	 	$	2.00	  	 	($	1.08	) 
			
	$	1.60	  	 	$	1.80	  	 	($	1.44	) 
			
	$	1.40	  	 	$	1.60	  	 	($	1.80	) 
			
	$	1.20	  	 	$	1.40	  	 	($	2.16	) 
			
	$	1.00	  	 	$	1.20	  	 	($	2.52	) 

  

					
		  	 Merchandise Pick-Up (MPU)
  

Merchandise Pick-Up (MPU) represents Home Appliances product picked up at an MDO for delivery or installation by anyone other than a Home Services
Delivery carrier.
	  	 Merchandise Pick-Up Fee
  

The rate for MPU service will be a flat rate of



  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

		 	  
 This MPU fee will be billed by division to the selling unit. MPU
does not qualify as a billable stop.
	  	$10.00 per deliverable unit. Home Delivery Services will rebate $5.00 for each Retail Installation contractor pickup (excluding Outlet Stores).
		 	 MDO Concessions / Damage Charges
  

Charged to SHO via a SOAR Entry at month end in Vertical Financial System Account VC07033 MDO Damage.

 
 Charges are related to:

 
 Customer Accommodation Costs (Gift Cards) related to concealed damage.

 
 Merchandise Depreciation / Markdowns on Concealed Damages for Saleable and
Non-Saleable items.
  
 Depreciation rates on saleable items are set between
the SHMC BUs and SHO (Outlet business).
  
 Hard Inventory Markdowns on
Merchandise in the MDO Inventory.
  
 Charges to SHO are based on percentage
of SHO ROR stops to total ROR stops by merchandise division.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

			
		 	 2. Installation Services
  

Retail Installation Services provided include: Garage Door Opener, Garbage Disposal, Hot Water Heater and Built In Appliance
	  	Retail Installation Services Fees are market specific and loaded in the SHO POS system.
			
		 	 Commission Rate:
  

SHMC (through its Retail Installation Services unit) will pay 15% commission on the Net Revenue (after cancellations) of the installation sale sold in SHO
locations.
  
 Fee Basis is per Installation order sold - net of cancelled
customer orders.
  
 SHO receives a Sell Short chargeback at month end for
installations sold below the set installation price at POS.
	  	Commission Rate is 15% on the Net Revenue
			
		 	 Take the Lead Program (Installation):
  

SHMC will pay a commission to SHO from Installed Net Sales generated from the qualified leads at SHO locations through the Take the Lead Program.
“Installed Net Sales” are the total sales proceeds received from the homeowner on sold jobs that have been completed less allowances, cancellations and credit rejections as settled by SHMC. The SHO (HTS owner) commission is 7.5% of
Installed Net Sales and will be listed on Line 12 of their current commission statement. SHMC will pay SHO an additional 1% of installed Net Sales as a corporate commission.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

			
		 	 3. Product Repair Service
  

SHMC will provide product repair services for Collect (customer paid) and In-Warranty repair customers via In-Home repairs, Carry-In repairs and repairs
at SHO locations.
  
 Home Services’ services include, and SHO’s
damaged rate covers: all costs incurred for each service event including:
  

All tech, management and support labor and all parts supply
  

All CCN services related to customer engagement and satisfaction
  

All parts sourcing and related management
  

All truck expense, including lease, maintenance, fuel and insurance
  

All Supply chain / distribution services related to parts
  

All Product Quality Management team and Overhead expenses
  

All claims management services
  

All capital investment to support In Home and Carry-In Operations
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

			
		 	Service Order Transfer Fee (SOTF): is defined as the Carry-In service order transfer fee that reimburses the Store for the creation of the service order, material handling of
the customer’s product, and the collection and close of the service order at time of customer product pick-up.	  	Service Order Transfer Fee (SOTF) is $10.50 per service order.
			
		 	Misdirect fee: is defined as incorrect or repair-ineligible products that are sent to the Carry-In repair centers. Stores should refer to the Carry-In Brand &
Product eligibility matrix before accepting customers’ products for repair.	  	Misdirect Fee is $40.00 per service order.
			
		 	Diagnostics fee: is defined as the minimum Carry-In service fee to transport, diagnose, create customer estimate, and return the product back to the Store. Diagnostics fee
will be applied to all customer service orders when repair services are declined by the customer.	  	Diagnostics Fee is $40.00 per service order.
			
		 	 4. Service Contracts
  

SHMC will continue to offer Sears Service Contracts to customers shopping in SHO Stores.

 
 SHMC pays an acquisition fee to SHO for the sale of Sears Protection agreements /
Sears Purchase Protect agreements.
  
 Service Contract Fee/Reimbursement
Schedule:
  
 50% of Protection Agreement Sales will be paid to SHO as a
commission on all Service Contract sales. The 50% commission is calculated on the Net Revenue (after cancellations).
	  	Service Contract Fee is 50% of the Net Revenue from PA Sales.


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

			
		 	 Fee Basis is per protection agreement or Sears Purchase Protect agreement sold - net of cancelled customer orders.

 
 This commission rate remains in place provided that SHMC remains the exclusive
provider for Service Contracts on all merchandise sold through SHO retail locations to SHO customers
  
 Commissions to SHO’s Outlet business employees and HTS owners are the responsibility of SHO.
  

SHMC and SHO must review and agree before any percentage adjustments are made to the commission paid to SHO employees and HTS owners.
	  	
			
		 	 5. Sears Parts Direct Services
  

The Sears Parts Direct team will maintain and continue providing access to all SHO dependent Parts Ordering Systems. These Services include but are not
limited to:
  
 Sourcing, purchasing, shipping and handling of all Parts
Orders.
  
 Providing sales and commissions files for all Parts Orders placed
by SHO will be handled by sears.com or Parts Direct.
	  	 Parts Direct Fees and Commissions:
  

SHMC will pay SHO a 33.5% commission on customer part orders through Parts Direct.



  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

			
		  	 Parts Direct collects 100% of all shipping charges on customer part orders.

 
 SHMC and SHO must agree to any adjustments to the commission percentage paid to
SHO’s HTS owner.
	  	
			
		  	 Bulk Part Orders are placed through the Sears Commercial Parts account. The bulk order must meet a minimum purchase requirement
of $400 to qualify for a 25% discount on the transaction and free ground shipping. Transactions less than $400 will not receive a discount or free shipping consideration.

 
 All bulk transactions will be handled as a Commercial Parts transaction and the
Commercial return policy applies, with a $25 minimum to return, 25% restocking fee, 90 days to return. Authorization is required on all returns.
  

SHO (HTS Ops) receives no financial consideration on bulk transactions.
  

Store Charge is used to replace a missing or damaged part on a Store display or to replace a missing or damaged part for a customer on a product purchased
from the Store. The charges are absorbed by SHO at a cost of (Parts Direct Cost + 25%). Parts that are ordered via the Store Charge process are not returnable unless damaged or defective. Damaged or defective parts will be replaced or
refunded.
	  	


  
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 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

			
	REAL ESTATE	  		  	
	Market Research	  	 Mapping
  

Off Shore Market Reviews (Excludes Outlets)
	  	 $100 per map
  

No Charge

			
	Asset Management	  	Notice of Tenant Obligations	  	No Charge
			
	 Real Estate Transition Services
 (mo-to-mo for up to 6 months)
	  	 Transition Services Package includes:
  

Asset Management:
  

•        Lease Interpretation/Research

 

•        Enforcement of Landlord Developer Obligations

 

•        Notice of Tenant Obligations (SHO-owned or leased units
only)
  

•        Curing Defaults (Outlets only)

 

•        Resolving Signee Issues

 

•        Evaluating Landlord Requests for Changes for
Approval
  

•        Negotiating Lease Renewals

 

•        Site Plan Reviews for Store Impact (Outlets
only)
  
 Lease Administration:

 

•        Document Abstracting

 

•        System Maintenance for New Documents

 

•        Payment of Monthly Rent and Charges (HTS transition stores
and Outlets only)
  

•        Track Renewals (Hardware and Outlets only)

 

•        Estoppels

 
 Finance:

 

•        Prepare CAM Reconciliations (Outlets only)

 

•        Prepare SOAR Billings (Outlets only)
	  	 For Transition Services Package: $125 per unit per month.

 
 (SHO may remove units from the Transition Services Package, as it migrates those
units to its own Real Estate Administration program. Removals will be effective the first day of the following month. SHO will give 14 days advance notice of removals.)



  
 A - 109










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

	Corporate Services	  	 Reprographics
  

•        Printing and related services available include:

 

•        Business Card Printing

 

•        Oversize Posters and Floor Plans

 

•        CD-ROM Duplication and CD Label Printing

 

•        High Resolution Oversize Color Printing

 

•        High Speed Copy Duplication – Black/White –
Color
  

•        Bindery

 

•        GBC

 

•        Perfect Binding

 

•        Various Fulfillment Services

 

•        Collating

 

•        Laminating

 

•        Folding

 

•        Kit Building

 

•        Packaging
	  	Per Project
			
		  	 Mail Delivery And Ship Outs
  

•        Mail Distribution and Shipping and Receiving services are
available based on contractual arrangements between service provider and Tenant.
  
 •        The service provider contracted by Landlord will deliver materials received to the addressee.
	  	In Rent Rate
			
		  	 Identification Badges
  

•        Office of the Building issues identification badges to
Tenant.
	  	In Rent Rate


  
 A - 110










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

		 	 Locks and Keys
  

•        Door Keys

 

•        Locksets and two keys will be provided at time of
move-in.
  

•        Office Furniture Keys

 

•        One key will be provided for each office
	  	In Rent Rate
			
		 	 Headquarters Space and Furniture
  

•        Housekeeping

 

•        Cleaning of Office Space

 

•        General office cleaning after hours, Monday through
Friday.
  

•        Routine weekly tasks include:

 

•        General office space is cleaned nightly.

 

•        Vacuuming occurs once each week.

 

•        Dusting occurs once each week.

 

•        Trash is disposed of once each week.

 

•        Recyclables are disposed of once each week.

 

•        Food Refuse

 

•        Food waste is disposed of nightly.

 

•        Three receptacles are provided for:

 

•        Aluminum Cans/Glass and Plastic Bottles

 

•        Food Waste/Trash – Includes Plasticware and
Styrofoam
  

•        Paper Only

 

•        Trash Recycling

 

•        Two trash receptacles are located under each
desk:
  

•        The blue receptacle is for paper only and emptied on
Monday and Thursday.
  

•        The gray receptacle is for trash only and emptied Tuesday
and Friday.
  

•        Restrooms

 

•        Restrooms are monitored and refreshed once during the day,
Monday through Friday.
	  	$19.75 per sq. ft. per year


  
 A - 111










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

		 	 •        This includes paper products and soap
replenishment as well as any light, general cleanup as necessary.
  
 •        Restrooms are cleaned, refreshed and sanitized each night as well.
  

•        HVAC/Lighting Requests – After Hours

 

•        Heating/Ventilation/Air Conditioning and Lighting requests
can be requested by calling Office of the Building.
  
 •        HVAC requests must be made 24 hours in advance by an authorized tenant representative.

 

•        A one-hour minimum fee will be charged back to
Tenant.
	  	
			
		 	Office Changes and Moves	  	Billed at Cost
			
		 	Visitor Management (Visitor Reception Desk Services)	  	In Rent Rate
			
		 	 Conference Facilities
  

•        Tenant may schedule conference rooms, as available, through
the Conference and Training Center (CTC).
	  	In Rent Rate
			
		 	 Catering
  

Catering service is available based on contractual arrangements between service provider and Tenant.
	  	Bill with Markup
			
	SOAR Rent	 	Charge for Embedded Units (Hardware and Outlets only)	  	Separate Lease Agreements
			
	Licensed Businesses	 		  	


  
 A - 112










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

	Licensed Business Hometown Stores	 	 Budget Truck & Car Rental
  

1 Contractual Obligations: Agreement permits Budget Truck and Budget Cars to establish independent License Agreements with Sears authorized
dealer stores (Hometown Stores) for the purpose of renting cars and trucks. Budget shall enter agreements directly with the Sears Dealer Stores (Participation Agreements). Transactions processed through Sears POS. Moving supplies are
non-commissionable. Sears will remit 100% of all cash, check, and Sears card transactions back to Budget. Either party may terminate a location with 30 days notice.
  

2 Marketing Support: Budget responsible for all marketing initiatives. Avis Budget group will frequently coordinate national marketing
campaigns through the Licensed Business Marketing Director. All local marketing initiatives are subject to Sears approval.
  
 3 Operational Support: Sears DM’s shall work with Budget Dealer performance Managers as needed for any auditing processes and issues that arise. Sears remains final authority on floor
presentation in each dealer store. Changes to layout or signage must be approved by Sears. Sears will provide an account for the Dealer to process the moving supplies funds (flow-thru account used for the sale of Budget supplies which are 100%
reversed back to the dealer during settlement). Sears will allocate the 4’x4’ floor space, and must approve all signage.
	  	 Licensed Business Fees:
  

Budget to pay Dealer 12% of gross sales. Additionally, SHO receives 5% of commissionable gross revenues minus Sears portion of BART charges once a month
via check except for 1% to be retained by SHMC as administrative fee. Sears portion of BART charges shall be 30%, with the dealer paying the remaining 70%. Sears portion of BART charges not to exceed $28.50 per month.

		 	  
 Travel Concepts

 
 1 Contractual Obligations: General contract maintenance
(contract renewals, insurance monitoring, location additions/deletions, etc). Support use of Sears POS and standard settlement processes (exception of special travel tax that is accessed in Puerto Rico which is processed on a weekly
basis).
	  	  
 Licensed Business Fees:

 
 SHO to receive all licensed business income except for 1% to be retained by SHMC as
administrative fee.



  
 A - 113










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

		 	 2 Marketing Support: Travel Concepts is responsible for marketing initiatives which are subject to Sears Licensed
Business Marketing Director’s approval.
  
 3 Operational
Support: The Licensed Business Operation Team supports Licensee’s space and location requirements, in accordance with the License Agreement.
	  	
		 	  
 Miracle Ear

 
 1 Contractual Obligations:  General contract maintenance (contract
renewals, insurance monitoring, location additions/deletions, etc). Support use of Sears POS and standard settlement processes.
  

2 Marketing Support: Miracle Ear is responsible for marketing initiatives which are subject to Sears Licensed Business Marketing
Director’s approval.
  
 3 Operational Support: The
Licensed Business Operation Team supports Licensee’s space and location requirements, in accordance with the License Agreement.
	  	  
 Licensed Business Fees:

 
 SHO to receive all licensed business income except for 1% to be retained by SHMC as
administrative fee.

			
	Licensed Business Outlets	 	 Budget Truck & Car Rental
  

1 Contractual Obligations: Third & Fourth Amendments to Affiliation Agreement between Sears and Avis Budget Group permits the leasing of
both cars and trucks
  
 2 Marketing Support: Budget responsible
for all marketing initiatives. Avis Budget group will frequently coordinate national marketing campaigns through the Licensed Business Marketing Director. All local marketing initiatives are subject to Sears approval.
	  	 Licensed Business Fees:
  

Sears Fees for Outlet Stores shall be 6% of net sales.



  
 A - 114










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

		 	 3 Operational Support: 
  

Universal Vending
  

1 Contractual Obligations: General contract maintenance (contract renewals, insurance monitoring, location additions/deletions, etc).
Support use of Sears non-POS settlement processes.
  
 2 Marketing
Support: NA
  
 3 Operational Support: Location
of Vending Machines are coordinated and supported by Licensed Business Operations Team in accordance with the License Agreement.
	  	 Licensed Business Fees:
  

SHO to receive all licensed business income except for 1% to be retained by SHMC as administrative fee.

			
	Licensed Business Hardware Stores	 	 CPI (Portrait Studios)
  

1 Contractual Obligations: General contract maintenance (contract renewals, insurance monitoring, location additions/deletions, etc).
Support use of Sears Off-Premise Reporting process and settlement processes.
  

2 Marketing Support: CPI is responsible for its marketing initiatives and subject to Sears Licensed Business Marketing
Director’s approval
  
 3 Operational Support: The
Licensed Business Operation Team supports Licensee’s space and location requirements, in accordance with the License Agreement.
	  	 Licensed Business Fees:
  

SHO to receive all licensed business income except for 1% to be retained by SHMC as administrative fee.

			
	Licensed Businesses in New Company (SHO)	 	 New Business Opportunities
  

•        All new businesses opportunities will be brought to Mike
Gray for review.
  

•        The Licensed Business Team will explore, create and develop
business opportunities that fit & complement the new company customer.
	  	 Licensed Business Fees:
  

Any cost incurred in the business development activities will be included in the revenue share of the business.



  
 A - 115










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

	SEARS DE PUERTO RICO	 	 •        Marketing / Promotional Planning
-
  

•        SHO will be included along with PR FLS in all activities
associated with the marketing, advertising signing and vendor relations associated with the Marketing/Promotional process. This includes, but is not limited to all print, electronic, digital and outdoor advertising and public relations.

 

•        SHO will participate, along with PR FLS in all monthly
sales planning meetings (MSP meetings).
	  	1% of SHO sales revenue in Puerto Rico
			
		 	 •        Finance

 

•        SHMC will handle governments tax related issues involving
SHO such as:
  

•        new SHO stores sales tax registration

 

•        annual gross receipt tax returns

 

•        annual personal property tax returns

 

•        Treasury Dept. information requests.
	  	 As requested
 Billed at
Cost

			
		 	 •        Miscellaneous

 

•        SHMC will handle Department of Consumer Affairs
notifications and stores fines in coordination with SHO.
	  	No Charge
			
		 	 •        Merchandising/Assorting
/Inventory– 
  

•        Select all merchandise for SHO locations in Puerto
Rico
  

•        Maintain pre-determined inventory levels of merchandise
appropriate to maximize promotions and drive sales increases
  
 •        Support inventory requirements for each new store in Puerto Rico
  

•        Provide regular updates with inventory status, significant
changes, forecasts
  

•        Review SHMC and SDPR promotional inventory to ensure that
SHO is included in all events
  

•        Maintain all merchandising systems with current status
identification
  

•        Include SHO in all seasonal / promotional buys both from
SHMC mainland and SPDR specific purchases
	  	


  
 A - 116










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	 	 Services
	  	 Fees

		 	 •        Maintain all prices for SHO locations in
Puerto Rico
  

•        Maintain all POG’s for SHO locations in Puerto
Rico
  

•        Partner with and provide SHO the opportunity/ability to add
special one time buys for SHO locations
  
 •        Participate in monthly updates with SHO to review current merchandising performance and upcoming events

 

•        All subsidy collected by SDPR will be allocated based on
SHO balance of sales, not inclusive of Outlet merchandise sales, to SHO
  
 •        SDPR will include SHO in key meetings and vendor discussions
  

•        SDPR and SHO will notify each other of strategic changes
with vendors or direction in promotional activity in order to avoid potential issues before they are created
  

•        SHO and SDPR will share with each other any business
information that could be used to leverage additional sales/margins with the Sears stores in Puerto Rico
  

•        SDPR will support SHO with any key strategic initiatives by
providing any available data, research or insights that could assist in executing such key strategies
  

•        SHO will share key strategic initiatives with SDPR
leadership on a regular basis
	  	


  
 A - 117










 Appendix 1.01 

Schedule of Services and Fees 
  


					
	 Service or Business Area
	  	 Services
	  	 Fees

		  	
•         Logistics

 

•        Provide all logistics support for shipments of merchandise
to and from SHO locations in Puerto Rico
  
 •        Pricing / rates for Logistics services will be consistent with SHC rates for non SHO location in Puerto Rico

 

•        Any rate changes will be reviewed with SHO 60 days prior to
implementation, and be consistent with SHC rate changes
  
 •        Provide all logistics support for the delivery of merchandise to Customers sold via Home Delivery

 

•        Any rate changes will be reviewed with SHO 60 days prior to
implementation, and be consistent with SHMC rate changes
  
 •        Provide all logistics support necessary to complete store or customer generated ROR’s

 

•        ROR process in Puerto Rico, including transfer rates, will
be consistent with SHMC mainland processes and rates
	  	


  
 A - 118










 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	3439	  	  	 	45078	  	  	 	87.33	  
	 Hometown
	  	 	3409	  	  	 	45078	  	  	 	87.33	  
	 Hometown
	  	 	5501	  	  	 	45078	  	  	 	87.33	  
	 Hometown
	  	 	7392	  	  	 	45094	  	  	 	80.45	  
	 Hometown
	  	 	5467	  	  	 	45094	  	  	 	80.45	  
	 Hometown
	  	 	3161	  	  	 	45094	  	  	 	80.45	  
	 Hometown
	  	 	7163	  	  	 	45094	  	  	 	80.45	  
	 Hometown
	  	 	7203	  	  	 	45094	  	  	 	80.45	  
	 Hometown
	  	 	9632	  	  	 	32980	  	  	 	86.92	  
	 Hometown
	  	 	3099	  	  	 	32980	  	  	 	86.92	  
	 Hometown
	  	 	3492	  	  	 	32980	  	  	 	86.92	  
	 Hometown
	  	 	5824	  	  	 	32980	  	  	 	86.92	  
	 Hometown
	  	 	3838	  	  	 	45573	  	  	 	86.83	  
	 Hometown
	  	 	3856	  	  	 	45573	  	  	 	86.83	  
	 Hometown
	  	 	7816	  	  	 	45573	  	  	 	86.83	  
	 Hometown
	  	 	7377	  	  	 	45573	  	  	 	86.83	  
	 Hometown
	  	 	6420	  	  	 	45117	  	  	 	85.81	  
	 Hometown
	  	 	3281	  	  	 	45117	  	  	 	85.81	  
	 Hometown
	  	 	3091	  	  	 	45117	  	  	 	85.81	  
	 Hometown
	  	 	1832	  	  	 	45117	  	  	 	85.81	  
	 Hometown
	  	 	3930	  	  	 	45117	  	  	 	85.81	  
	 Hometown
	  	 	5584	  	  	 	45117	  	  	 	85.81	  
	 Hometown
	  	 	5710	  	  	 	45117	  	  	 	85.81	  
	 Hometown
	  	 	5811	  	  	 	45117	  	  	 	85.81	  
	 Hometown
	  	 	3204	  	  	 	45117	  	  	 	85.81	  
	 Hometown
	  	 	7821	  	  	 	45117	  	  	 	85.81	  
	 Hometown
	  	 	5777	  	  	 	45119	  	  	 	105.90	  
	 Hometown
	  	 	2726	  	  	 	45119	  	  	 	105.90	  
	 Hometown
	  	 	5407	  	  	 	45119	  	  	 	105.90	  
	 Hometown
	  	 	5918	  	  	 	45119	  	  	 	105.90	  
	 Hometown
	  	 	5272	  	  	 	45119	  	  	 	105.90	  
	 Hometown
	  	 	5469	  	  	 	45119	  	  	 	105.90	  
	 Hometown
	  	 	3430	  	  	 	45119	  	  	 	105.90	  
	 Hometown
	  	 	5520	  	  	 	45120	  	  	 	93.58	  
	 Hometown
	  	 	5559	  	  	 	45120	  	  	 	93.58	  
	 Hometown
	  	 	3849	  	  	 	45120	  	  	 	93.58	  
	 Hometown
	  	 	5524	  	  	 	45568	  	  	 	107.99	  
	 Hometown
	  	 	5232	  	  	 	45568	  	  	 	107.99	  
	 Hometown
	  	 	3294	  	  	 	45568	  	  	 	107.99	  
	 Hometown
	  	 	6087	  	  	 	45568	  	  	 	107.99	  
	 Hometown
	  	 	3610	  	  	 	45569	  	  	 	91.35	  
	 Hometown
	  	 	2780	  	  	 	45569	  	  	 	91.35	  


  

Appendix 1.01 – HS Exhibit 1 - 1 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	5929	  	  	 	45569	  	  	 	91.35	  
	 Hometown
	  	 	3081	  	  	 	45569	  	  	 	91.35	  
	 Hometown
	  	 	7211	  	  	 	45569	  	  	 	91.35	  
	 Hometown
	  	 	5220	  	  	 	45569	  	  	 	91.35	  
	 Hometown
	  	 	3482	  	  	 	45569	  	  	 	91.35	  
	 Hometown
	  	 	6558	  	  	 	45570	  	  	 	91.12	  
	 Hometown
	  	 	6213	  	  	 	45570	  	  	 	91.12	  
	 Hometown
	  	 	8146	  	  	 	45570	  	  	 	91.12	  
	 Hometown
	  	 	3887	  	  	 	45130	  	  	 	99.24	  
	 Hometown
	  	 	7301	  	  	 	45130	  	  	 	99.24	  
	 Hometown
	  	 	7515	  	  	 	45130	  	  	 	99.24	  
	 Hometown
	  	 	5945	  	  	 	45130	  	  	 	99.24	  
	 Hometown
	  	 	6720	  	  	 	45130	  	  	 	99.24	  
	 Hometown
	  	 	3944	  	  	 	45130	  	  	 	99.24	  
	 Hometown
	  	 	5588	  	  	 	45133	  	  	 	96.29	  
	 Hometown
	  	 	3576	  	  	 	45133	  	  	 	96.29	  
	 Hometown
	  	 	6288	  	  	 	45133	  	  	 	96.29	  
	 Hometown
	  	 	6741	  	  	 	45133	  	  	 	96.29	  
	 Hometown
	  	 	5534	  	  	 	45133	  	  	 	96.29	  
	 Hometown
	  	 	5891	  	  	 	45136	  	  	 	117.48	  
	 Hometown
	  	 	5510	  	  	 	45136	  	  	 	117.48	  
	 Hometown
	  	 	5495	  	  	 	45136	  	  	 	117.48	  
	 Hometown
	  	 	3647	  	  	 	45136	  	  	 	117.48	  
	 Hometown
	  	 	6240	  	  	 	45136	  	  	 	117.48	  
	 Hometown
	  	 	3936	  	  	 	45136	  	  	 	117.48	  
	 Hometown
	  	 	3525	  	  	 	45148	  	  	 	113.55	  
	 Hometown
	  	 	5735	  	  	 	45148	  	  	 	113.55	  
	 Hometown
	  	 	3445	  	  	 	45148	  	  	 	113.55	  
	 Hometown
	  	 	5505	  	  	 	45566	  	  	 	77.99	  
	 Hometown
	  	 	5620	  	  	 	45566	  	  	 	77.99	  
	 Hometown
	  	 	3870	  	  	 	45566	  	  	 	77.99	  
	 Hometown
	  	 	2753	  	  	 	45566	  	  	 	77.99	  
	 Hometown
	  	 	3739	  	  	 	45566	  	  	 	77.99	  
	 Hometown
	  	 	5826	  	  	 	45566	  	  	 	77.99	  
	 Hometown
	  	 	3974	  	  	 	45566	  	  	 	77.99	  
	 Hometown
	  	 	5835	  	  	 	45166	  	  	 	90.62	  
	 Hometown
	  	 	3123	  	  	 	45166	  	  	 	90.62	  
	 Hometown
	  	 	5815	  	  	 	45166	  	  	 	90.62	  
	 Hometown
	  	 	3463	  	  	 	45166	  	  	 	90.62	  
	 Hometown
	  	 	6979	  	  	 	45166	  	  	 	90.62	  
	 Hometown
	  	 	5759	  	  	 	45166	  	  	 	90.62	  
	 Hometown
	  	 	3690	  	  	 	45166	  	  	 	90.62	  


  

Appendix 1.01 – HS Exhibit 1 - 2 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	7476	  	  	 	45583	  	  	 	117.44	  
	 Hometown
	  	 	1846	  	  	 	45583	  	  	 	117.44	  
	 Hometown
	  	 	7267	  	  	 	45583	  	  	 	117.44	  
	 Hometown
	  	 	3898	  	  	 	45583	  	  	 	117.44	  
	 Hometown
	  	 	5760	  	  	 	45583	  	  	 	117.44	  
	 Hometown
	  	 	3545	  	  	 	45583	  	  	 	117.44	  
	 Hometown
	  	 	7468	  	  	 	45591	  	  	 	107.96	  
	 Hometown
	  	 	3875	  	  	 	45591	  	  	 	107.96	  
	 Hometown
	  	 	8108	  	  	 	45591	  	  	 	107.96	  
	 Hometown
	  	 	5193	  	  	 	45062	  	  	 	75.20	  
	 Hometown
	  	 	1444	  	  	 	45062	  	  	 	75.20	  
	 Hometown
	  	 	7703	  	  	 	45062	  	  	 	75.20	  
	 Hometown
	  	 	5462	  	  	 	45064	  	  	 	76.23	  
	 Hometown
	  	 	3694	  	  	 	45064	  	  	 	76.23	  
	 Hometown
	  	 	5960	  	  	 	45064	  	  	 	76.23	  
	 Hometown
	  	 	6637	  	  	 	45064	  	  	 	76.23	  
	 Hometown
	  	 	3514	  	  	 	45064	  	  	 	76.23	  
	 Hometown
	  	 	7262	  	  	 	45065	  	  	 	64.57	  
	 Hometown
	  	 	3384	  	  	 	45065	  	  	 	64.57	  
	 Hometown
	  	 	5194	  	  	 	45065	  	  	 	64.57	  
	 Hometown
	  	 	6966	  	  	 	45065	  	  	 	64.57	  
	 Hometown
	  	 	3609	  	  	 	45065	  	  	 	64.57	  
	 Hometown
	  	 	7694	  	  	 	45070	  	  	 	82.49	  
	 Hometown
	  	 	2713	  	  	 	45070	  	  	 	82.49	  
	 Hometown
	  	 	5876	  	  	 	45070	  	  	 	82.49	  
	 Hometown
	  	 	3246	  	  	 	45070	  	  	 	82.49	  
	 Hometown
	  	 	3426	  	  	 	45070	  	  	 	82.49	  
	 Hometown
	  	 	1926	  	  	 	45070	  	  	 	82.49	  
	 Hometown
	  	 	3965	  	  	 	45070	  	  	 	82.49	  
	 Hometown
	  	 	2634	  	  	 	45070	  	  	 	82.49	  
	 Hometown
	  	 	7506	  	  	 	45070	  	  	 	82.49	  
	 Hometown
	  	 	5180	  	  	 	45076	  	  	 	67.50	  
	 Hometown
	  	 	1849	  	  	 	45076	  	  	 	67.50	  
	 Hometown
	  	 	3469	  	  	 	45076	  	  	 	67.50	  
	 Hometown
	  	 	3449	  	  	 	45076	  	  	 	67.50	  
	 Hometown
	  	 	3448	  	  	 	45077	  	  	 	91.28	  
	 Hometown
	  	 	7658	  	  	 	45079	  	  	 	75.09	  
	 Hometown
	  	 	5822	  	  	 	45079	  	  	 	75.09	  
	 Hometown
	  	 	2579	  	  	 	45079	  	  	 	75.09	  
	 Hometown
	  	 	3611	  	  	 	45081	  	  	 	97.55	  
	 Hometown
	  	 	3883	  	  	 	45081	  	  	 	97.55	  
	 Hometown
	  	 	5216	  	  	 	45081	  	  	 	97.55	  


  

Appendix 1.01 – HS Exhibit 1 - 3 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	3791	  	  	 	45081	  	  	 	97.55	  
	 Hometown
	  	 	2172	  	  	 	45081	  	  	 	97.55	  
	 Hometown
	  	 	6726	  	  	 	45081	  	  	 	97.55	  
	 Hometown
	  	 	4951	  	  	 	45081	  	  	 	97.55	  
	 Hometown
	  	 	3983	  	  	 	45081	  	  	 	97.55	  
	 Hometown
	  	 	7638	  	  	 	45083	  	  	 	72.93	  
	 Hometown
	  	 	3101	  	  	 	45083	  	  	 	72.93	  
	 Hometown
	  	 	8030	  	  	 	45083	  	  	 	72.93	  
	 Hometown
	  	 	6475	  	  	 	45083	  	  	 	72.93	  
	 Hometown
	  	 	6611	  	  	 	45088	  	  	 	76.69	  
	 Hometown
	  	 	1870	  	  	 	45088	  	  	 	76.69	  
	 Hometown
	  	 	7370	  	  	 	45088	  	  	 	76.69	  
	 Hometown
	  	 	3102	  	  	 	45088	  	  	 	76.69	  
	 Hometown
	  	 	3341	  	  	 	45088	  	  	 	76.69	  
	 Hometown
	  	 	6573	  	  	 	45088	  	  	 	76.69	  
	 Hometown
	  	 	9890	  	  	 	45088	  	  	 	76.69	  
	 Hometown
	  	 	7290	  	  	 	45088	  	  	 	76.69	  
	 Hometown
	  	 	3250	  	  	 	45095	  	  	 	76.32	  
	 Hometown
	  	 	1933	  	  	 	45095	  	  	 	76.32	  
	 Hometown
	  	 	9607	  	  	 	45095	  	  	 	76.32	  
	 Hometown
	  	 	7357	  	  	 	45095	  	  	 	76.32	  
	 Hometown
	  	 	7406	  	  	 	45095	  	  	 	76.32	  
	 Hometown
	  	 	5400	  	  	 	45095	  	  	 	76.32	  
	 Hometown
	  	 	3181	  	  	 	45095	  	  	 	76.32	  
	 Hometown
	  	 	7952	  	  	 	45095	  	  	 	76.32	  
	 Hometown
	  	 	5231	  	  	 	45095	  	  	 	76.32	  
	 Hometown
	  	 	9291	  	  	 	45572	  	  	 	78.88	  
	 Hometown
	  	 	9292	  	  	 	45572	  	  	 	78.88	  
	 Hometown
	  	 	6856	  	  	 	45572	  	  	 	78.88	  
	 Hometown
	  	 	5494	  	  	 	45572	  	  	 	78.88	  
	 Hometown
	  	 	5977	  	  	 	45105	  	  	 	83.08	  
	 Hometown
	  	 	1848	  	  	 	45105	  	  	 	83.08	  
	 Hometown
	  	 	3649	  	  	 	45106	  	  	 	75.58	  
	 Hometown
	  	 	1801	  	  	 	45109	  	  	 	77.56	  
	 Hometown
	  	 	6908	  	  	 	45109	  	  	 	77.56	  
	 Hometown
	  	 	2572	  	  	 	45109	  	  	 	77.56	  
	 Hometown
	  	 	7284	  	  	 	45109	  	  	 	77.56	  
	 Hometown
	  	 	9270	  	  	 	45109	  	  	 	77.56	  
	 Hometown
	  	 	1741	  	  	 	45109	  	  	 	77.56	  
	 Hometown
	  	 	1806	  	  	 	45109	  	  	 	77.56	  
	 Hometown
	  	 	1803	  	  	 	45109	  	  	 	77.56	  
	 Hometown
	  	 	5825	  	  	 	45109	  	  	 	77.56	  


  

Appendix 1.01 – HS Exhibit 1 - 4 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	6583	  	  	 	45109	  	  	 	77.56	  
	 Hometown
	  	 	2930	  	  	 	45109	  	  	 	77.56	  
	 Hometown
	  	 	3591	  	  	 	45565	  	  	 	75.96	  
	 Hometown
	  	 	2701	  	  	 	45565	  	  	 	75.96	  
	 Hometown
	  	 	5542	  	  	 	45565	  	  	 	75.96	  
	 Hometown
	  	 	5482	  	  	 	45565	  	  	 	75.96	  
	 Hometown
	  	 	6614	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	3112	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	3612	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	7630	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	1852	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	7433	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	3472	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	5724	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	6586	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	3830	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	5738	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	7742	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	1842	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	3242	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	3921	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	3652	  	  	 	45116	  	  	 	95.41	  
	 Hometown
	  	 	5464	  	  	 	45127	  	  	 	116.60	  
	 Hometown
	  	 	7954	  	  	 	45127	  	  	 	116.60	  
	 Hometown
	  	 	5751	  	  	 	45127	  	  	 	116.60	  
	 Hometown
	  	 	6325	  	  	 	45127	  	  	 	116.60	  
	 Hometown
	  	 	7291	  	  	 	45127	  	  	 	116.60	  
	 Hometown
	  	 	9209	  	  	 	45598	  	  	 	103.67	  
	 Hometown
	  	 	2024	  	  	 	45598	  	  	 	103.67	  
	 Hometown
	  	 	3526	  	  	 	45598	  	  	 	103.67	  
	 Hometown
	  	 	1939	  	  	 	45598	  	  	 	103.67	  
	 Hometown
	  	 	3259	  	  	 	45598	  	  	 	103.67	  
	 Hometown
	  	 	3565	  	  	 	45598	  	  	 	103.67	  
	 Hometown
	  	 	3674	  	  	 	45598	  	  	 	103.67	  
	 Hometown
	  	 	7271	  	  	 	45598	  	  	 	103.67	  
	 Hometown
	  	 	5748	  	  	 	45129	  	  	 	86.50	  
	 Hometown
	  	 	5790	  	  	 	45129	  	  	 	86.50	  
	 Hometown
	  	 	3969	  	  	 	45129	  	  	 	86.50	  
	 Hometown
	  	 	3055	  	  	 	45129	  	  	 	86.50	  
	 Hometown
	  	 	8164	  	  	 	45129	  	  	 	86.50	  
	 Hometown
	  	 	7815	  	  	 	45134	  	  	 	81.81	  
	 Hometown
	  	 	7737	  	  	 	45134	  	  	 	81.81	  


  

Appendix 1.01 – HS Exhibit 1 - 5 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	8092	  	  	 	45134	  	  	 	81.81	  
	 Hometown
	  	 	5915	  	  	 	45134	  	  	 	81.81	  
	 Hometown
	  	 	5916	  	  	 	45134	  	  	 	81.81	  
	 Hometown
	  	 	9628	  	  	 	45134	  	  	 	81.81	  
	 Hometown
	  	 	5919	  	  	 	45134	  	  	 	81.81	  
	 Hometown
	  	 	5875	  	  	 	45135	  	  	 	87.38	  
	 Hometown
	  	 	7483	  	  	 	45135	  	  	 	87.38	  
	 Hometown
	  	 	7807	  	  	 	45135	  	  	 	87.38	  
	 Hometown
	  	 	3036	  	  	 	45135	  	  	 	87.38	  
	 Hometown
	  	 	3636	  	  	 	45135	  	  	 	87.38	  
	 Hometown
	  	 	5695	  	  	 	45560	  	  	 	111.62	  
	 Hometown
	  	 	5165	  	  	 	45560	  	  	 	111.62	  
	 Hometown
	  	 	6622	  	  	 	45560	  	  	 	111.62	  
	 Hometown
	  	 	6643	  	  	 	45154	  	  	 	95.42	  
	 Hometown
	  	 	3473	  	  	 	45154	  	  	 	95.42	  
	 Hometown
	  	 	3913	  	  	 	45154	  	  	 	95.42	  
	 Hometown
	  	 	3603	  	  	 	45154	  	  	 	95.42	  
	 Hometown
	  	 	3134	  	  	 	45154	  	  	 	95.42	  
	 Hometown
	  	 	3148	  	  	 	45154	  	  	 	95.42	  
	 Hometown
	  	 	5504	  	  	 	45156	  	  	 	69.07	  
	 Hometown
	  	 	7893	  	  	 	45156	  	  	 	69.07	  
	 Hometown
	  	 	5412	  	  	 	45156	  	  	 	69.07	  
	 Hometown
	  	 	5152	  	  	 	45156	  	  	 	69.07	  
	 Hometown
	  	 	3871	  	  	 	45156	  	  	 	69.07	  
	 Hometown
	  	 	7102	  	  	 	45164	  	  	 	76.56	  
	 Hometown
	  	 	3434	  	  	 	45164	  	  	 	76.56	  
	 Hometown
	  	 	7693	  	  	 	45164	  	  	 	76.56	  
	 Hometown
	  	 	3712	  	  	 	45164	  	  	 	76.56	  
	 Hometown
	  	 	6846	  	  	 	45165	  	  	 	74.72	  
	 Hometown
	  	 	5507	  	  	 	45165	  	  	 	74.72	  
	 Hometown
	  	 	5756	  	  	 	45165	  	  	 	74.72	  
	 Hometown
	  	 	9272	  	  	 	45165	  	  	 	74.72	  
	 Hometown
	  	 	1845	  	  	 	45169	  	  	 	91.95	  
	 Hometown
	  	 	6135	  	  	 	45170	  	  	 	87.48	  
	 Hometown
	  	 	7378	  	  	 	45170	  	  	 	87.48	  
	 Hometown
	  	 	6581	  	  	 	45170	  	  	 	87.48	  
	 Hometown
	  	 	7720	  	  	 	45170	  	  	 	87.48	  
	 Hometown
	  	 	3150	  	  	 	45170	  	  	 	87.48	  
	 Hometown
	  	 	9843	  	  	 	45599	  	  	 	84.77	  
	 Hometown
	  	 	5711	  	  	 	45599	  	  	 	84.77	  
	 Hometown
	  	 	3374	  	  	 	45599	  	  	 	84.77	  
	 Hometown
	  	 	7813	  	  	 	45176	  	  	 	81.27	  


  

Appendix 1.01 – HS Exhibit 1 - 6 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	6557	  	  	 	45137	  	  	 	99.46	  
	 Hometown
	  	 	3587	  	  	 	45137	  	  	 	99.46	  
	 Hometown
	  	 	3217	  	  	 	45137	  	  	 	99.46	  
	 Hometown
	  	 	6740	  	  	 	45137	  	  	 	99.46	  
	 Hometown
	  	 	7726	  	  	 	45137	  	  	 	99.46	  
	 Hometown
	  	 	3906	  	  	 	45137	  	  	 	99.46	  
	 Hometown
	  	 	3007	  	  	 	45137	  	  	 	99.46	  
	 Hometown
	  	 	7202	  	  	 	45137	  	  	 	99.46	  
	 Hometown
	  	 	3574	  	  	 	45060	  	  	 	82.99	  
	 Hometown
	  	 	7545	  	  	 	45060	  	  	 	82.99	  
	 Hometown
	  	 	3003	  	  	 	45060	  	  	 	82.99	  
	 Hometown
	  	 	3673	  	  	 	45060	  	  	 	82.99	  
	 Hometown
	  	 	3273	  	  	 	45060	  	  	 	82.99	  
	 Hometown
	  	 	5461	  	  	 	45060	  	  	 	82.99	  
	 Hometown
	  	 	3285	  	  	 	45060	  	  	 	82.99	  
	 Hometown
	  	 	3064	  	  	 	45060	  	  	 	82.99	  
	 Hometown
	  	 	3503	  	  	 	45061	  	  	 	98.75	  
	 Hometown
	  	 	5455	  	  	 	45061	  	  	 	98.75	  
	 Hometown
	  	 	2702	  	  	 	45061	  	  	 	98.75	  
	 Hometown
	  	 	4864	  	  	 	45061	  	  	 	98.75	  
	 Hometown
	  	 	6686	  	  	 	45061	  	  	 	98.75	  
	 Hometown
	  	 	5522	  	  	 	45061	  	  	 	98.75	  
	 Hometown
	  	 	7573	  	  	 	45061	  	  	 	98.75	  
	 Hometown
	  	 	5847	  	  	 	45067	  	  	 	63.48	  
	 Hometown
	  	 	5734	  	  	 	45067	  	  	 	63.48	  
	 Hometown
	  	 	5192	  	  	 	45067	  	  	 	63.48	  
	 Hometown
	  	 	5955	  	  	 	45067	  	  	 	63.48	  
	 Hometown
	  	 	9698	  	  	 	45067	  	  	 	63.48	  
	 Hometown
	  	 	5533	  	  	 	45067	  	  	 	63.48	  
	 Hometown
	  	 	3640	  	  	 	45578	  	  	 	107.81	  
	 Hometown
	  	 	3121	  	  	 	45578	  	  	 	107.81	  
	 Hometown
	  	 	5828	  	  	 	45578	  	  	 	107.81	  
	 Hometown
	  	 	9970	  	  	 	45068	  	  	 	95.54	  
	 Hometown
	  	 	5853	  	  	 	45068	  	  	 	95.54	  
	 Hometown
	  	 	5993	  	  	 	45068	  	  	 	95.54	  
	 Hometown
	  	 	5858	  	  	 	45068	  	  	 	95.54	  
	 Hometown
	  	 	7550	  	  	 	45073	  	  	 	70.45	  
	 Hometown
	  	 	5820	  	  	 	45073	  	  	 	70.45	  
	 Hometown
	  	 	2426	  	  	 	45073	  	  	 	70.45	  
	 Hometown
	  	 	3166	  	  	 	45577	  	  	 	87.36	  
	 Hometown
	  	 	1825	  	  	 	45577	  	  	 	87.36	  
	 Hometown
	  	 	3226	  	  	 	45577	  	  	 	87.36	  


  

Appendix 1.01 – HS Exhibit 1 - 7 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	6224	  	  	 	45577	  	  	 	87.36	  
	 Hometown
	  	 	5867	  	  	 	45577	  	  	 	87.36	  
	 Hometown
	  	 	2004	  	  	 	45577	  	  	 	87.36	  
	 Hometown
	  	 	5852	  	  	 	45577	  	  	 	87.36	  
	 Hometown
	  	 	5690	  	  	 	45577	  	  	 	87.36	  
	 Hometown
	  	 	5836	  	  	 	45577	  	  	 	87.36	  
	 Hometown
	  	 	5696	  	  	 	45577	  	  	 	87.36	  
	 Hometown
	  	 	3236	  	  	 	45577	  	  	 	87.36	  
	 Hometown
	  	 	5704	  	  	 	45074	  	  	 	91.25	  
	 Hometown
	  	 	5498	  	  	 	45581	  	  	 	78.22	  
	 Hometown
	  	 	3450	  	  	 	45581	  	  	 	78.22	  
	 Hometown
	  	 	1861	  	  	 	45581	  	  	 	78.22	  
	 Hometown
	  	 	1860	  	  	 	45581	  	  	 	78.22	  
	 Hometown
	  	 	5754	  	  	 	45581	  	  	 	78.22	  
	 Hometown
	  	 	2159	  	  	 	45574	  	  	 	84.27	  
	 Hometown
	  	 	5515	  	  	 	45574	  	  	 	84.27	  
	 Hometown
	  	 	5888	  	  	 	45574	  	  	 	84.27	  
	 Hometown
	  	 	5937	  	  	 	45574	  	  	 	84.27	  
	 Hometown
	  	 	3549	  	  	 	45574	  	  	 	84.27	  
	 Hometown
	  	 	8034	  	  	 	45574	  	  	 	84.27	  
	 Hometown
	  	 	6574	  	  	 	45084	  	  	 	68.21	  
	 Hometown
	  	 	7671	  	  	 	45084	  	  	 	68.21	  
	 Hometown
	  	 	3432	  	  	 	45084	  	  	 	68.21	  
	 Hometown
	  	 	5895	  	  	 	45084	  	  	 	68.21	  
	 Hometown
	  	 	3980	  	  	 	45084	  	  	 	68.21	  
	 Hometown
	  	 	4789	  	  	 	45084	  	  	 	68.21	  
	 Hometown
	  	 	5933	  	  	 	45559	  	  	 	70.86	  
	 Hometown
	  	 	3303	  	  	 	45559	  	  	 	70.86	  
	 Hometown
	  	 	5951	  	  	 	45559	  	  	 	70.86	  
	 Hometown
	  	 	3261	  	  	 	45559	  	  	 	70.86	  
	 Hometown
	  	 	5903	  	  	 	45559	  	  	 	70.86	  
	 Hometown
	  	 	5212	  	  	 	45559	  	  	 	70.86	  
	 Hometown
	  	 	3280	  	  	 	45559	  	  	 	70.86	  
	 Hometown
	  	 	5536	  	  	 	45559	  	  	 	70.86	  
	 Hometown
	  	 	9655	  	  	 	45089	  	  	 	60.03	  
	 Hometown
	  	 	9666	  	  	 	45089	  	  	 	60.03	  
	 Hometown
	  	 	9668	  	  	 	45089	  	  	 	60.03	  
	 Hometown
	  	 	5855	  	  	 	45089	  	  	 	60.03	  
	 Hometown
	  	 	1483	  	  	 	45089	  	  	 	60.03	  
	 Hometown
	  	 	4661	  	  	 	45089	  	  	 	60.03	  
	 Hometown
	  	 	7860	  	  	 	45091	  	  	 	69.31	  
	 Hometown
	  	 	7674	  	  	 	45091	  	  	 	69.31	  


  

Appendix 1.01 – HS Exhibit 1 - 8 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	5276	  	  	 	45099	  	  	 	67.31	  
	 Hometown
	  	 	5312	  	  	 	45099	  	  	 	67.31	  
	 Hometown
	  	 	1867	  	  	 	45099	  	  	 	67.31	  
	 Hometown
	  	 	7617	  	  	 	45099	  	  	 	67.31	  
	 Hometown
	  	 	3590	  	  	 	45099	  	  	 	67.31	  
	 Hometown
	  	 	7497	  	  	 	45099	  	  	 	67.31	  
	 Hometown
	  	 	3826	  	  	 	45100	  	  	 	83.38	  
	 Hometown
	  	 	1839	  	  	 	45100	  	  	 	83.38	  
	 Hometown
	  	 	3349	  	  	 	45100	  	  	 	83.38	  
	 Hometown
	  	 	6526	  	  	 	45100	  	  	 	83.38	  
	 Hometown
	  	 	5803	  	  	 	45100	  	  	 	83.38	  
	 Hometown
	  	 	1815	  	  	 	45101	  	  	 	65.45	  
	 Hometown
	  	 	5202	  	  	 	45101	  	  	 	65.45	  
	 Hometown
	  	 	9099	  	  	 	45101	  	  	 	65.45	  
	 Hometown
	  	 	2559	  	  	 	45101	  	  	 	65.45	  
	 Hometown
	  	 	7408	  	  	 	45101	  	  	 	65.45	  
	 Hometown
	  	 	3519	  	  	 	45101	  	  	 	65.45	  
	 Hometown
	  	 	9228	  	  	 	45103	  	  	 	56.77	  
	 Hometown
	  	 	4718	  	  	 	45103	  	  	 	56.77	  
	 Hometown
	  	 	9219	  	  	 	45103	  	  	 	56.77	  
	 Hometown
	  	 	5956	  	  	 	45103	  	  	 	56.77	  
	 Hometown
	  	 	9080	  	  	 	45104	  	  	 	70.40	  
	 Hometown
	  	 	3037	  	  	 	45104	  	  	 	70.40	  
	 Hometown
	  	 	1841	  	  	 	45104	  	  	 	70.40	  
	 Hometown
	  	 	1829	  	  	 	45104	  	  	 	70.40	  
	 Hometown
	  	 	7537	  	  	 	45104	  	  	 	70.40	  
	 Hometown
	  	 	4778	  	  	 	45104	  	  	 	70.40	  
	 Hometown
	  	 	3048	  	  	 	45107	  	  	 	56.51	  
	 Hometown
	  	 	9206	  	  	 	45108	  	  	 	119.95	  
	 Hometown
	  	 	5938	  	  	 	45111	  	  	 	90.39	  
	 Hometown
	  	 	5191	  	  	 	45111	  	  	 	90.39	  
	 Hometown
	  	 	9941	  	  	 	45111	  	  	 	90.39	  
	 Hometown
	  	 	7514	  	  	 	45111	  	  	 	90.39	  
	 Hometown
	  	 	5303	  	  	 	45111	  	  	 	90.39	  
	 Hometown
	  	 	7782	  	  	 	45111	  	  	 	90.39	  
	 Hometown
	  	 	5706	  	  	 	45111	  	  	 	90.39	  
	 Hometown
	  	 	5521	  	  	 	45112	  	  	 	87.70	  
	 Hometown
	  	 	5812	  	  	 	45112	  	  	 	87.70	  
	 Hometown
	  	 	2761	  	  	 	45112	  	  	 	87.70	  
	 Hometown
	  	 	5950	  	  	 	45112	  	  	 	87.70	  
	 Hometown
	  	 	3192	  	  	 	45113	  	  	 	98.67	  
	 Hometown
	  	 	7657	  	  	 	45113	  	  	 	98.67	  


  

Appendix 1.01 – HS Exhibit 1 - 9 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	5489	  	  	 	45113	  	  	 	98.67	  
	 Hometown
	  	 	5742	  	  	 	45113	  	  	 	98.67	  
	 Hometown
	  	 	4663	  	  	 	45113	  	  	 	98.67	  
	 Hometown
	  	 	7502	  	  	 	45114	  	  	 	95.82	  
	 Hometown
	  	 	8036	  	  	 	45114	  	  	 	95.82	  
	 Hometown
	  	 	3738	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	5570	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	5859	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	3702	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	5869	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	3453	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	2941	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	5949	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	1821	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	5850	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	6150	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	3802	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	3532	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	6414	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	2192	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	3572	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	5952	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	1940	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	3440	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	5839	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	5582	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	3391	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	1862	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	9982	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	6437	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	1931	  	  	 	45115	  	  	 	68.92	  
	 Hometown
	  	 	7559	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	3321	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	5893	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	5975	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	9242	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	6747	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	5827	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	9077	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	9227	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	2706	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	3977	  	  	 	45122	  	  	 	71.46	  


  

Appendix 1.01 – HS Exhibit 1 - 10 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	2708	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	5840	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	7569	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	9472	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	1816	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	9504	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	6665	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	3307	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	9073	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	8076	  	  	 	45122	  	  	 	71.46	  
	 Hometown
	  	 	3135	  	  	 	45125	  	  	 	100.21	  
	 Hometown
	  	 	5491	  	  	 	45125	  	  	 	100.21	  
	 Hometown
	  	 	3704	  	  	 	45125	  	  	 	100.21	  
	 Hometown
	  	 	6267	  	  	 	45125	  	  	 	100.21	  
	 Hometown
	  	 	3125	  	  	 	45125	  	  	 	100.21	  
	 Hometown
	  	 	3145	  	  	 	45125	  	  	 	100.21	  
	 Hometown
	  	 	5973	  	  	 	45125	  	  	 	100.21	  
	 Hometown
	  	 	7363	  	  	 	45125	  	  	 	100.21	  
	 Hometown
	  	 	3918	  	  	 	45125	  	  	 	100.21	  
	 Hometown
	  	 	7220	  	  	 	45126	  	  	 	88.70	  
	 Hometown
	  	 	3346	  	  	 	45126	  	  	 	88.70	  
	 Hometown
	  	 	7350	  	  	 	45126	  	  	 	88.70	  
	 Hometown
	  	 	6684	  	  	 	45126	  	  	 	88.70	  
	 Hometown
	  	 	7709	  	  	 	45126	  	  	 	88.70	  
	 Hometown
	  	 	5726	  	  	 	45126	  	  	 	88.70	  
	 Hometown
	  	 	5691	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	3787	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	7491	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	5917	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	5887	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	3736	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	3950	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	7210	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	3012	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	3915	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	1869	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	7614	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	3157	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	3186	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	6208	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	6504	  	  	 	45132	  	  	 	90.25	  
	 Hometown
	  	 	6753	  	  	 	45132	  	  	 	90.25	  


  

Appendix 1.01 – HS Exhibit 1 - 11 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	9286	  	  	 	45138	  	  	 	57.22	  
	 Hometown
	  	 	7728	  	  	 	45138	  	  	 	57.22	  
	 Hometown
	  	 	5658	  	  	 	45138	  	  	 	57.22	  
	 Hometown
	  	 	6911	  	  	 	45138	  	  	 	57.22	  
	 Hometown
	  	 	5663	  	  	 	45138	  	  	 	57.22	  
	 Hometown
	  	 	5947	  	  	 	45138	  	  	 	57.22	  
	 Hometown
	  	 	5656	  	  	 	45138	  	  	 	57.22	  
	 Hometown
	  	 	5657	  	  	 	45138	  	  	 	57.22	  
	 Hometown
	  	 	5359	  	  	 	45139	  	  	 	73.64	  
	 Hometown
	  	 	5626	  	  	 	45139	  	  	 	73.64	  
	 Hometown
	  	 	5681	  	  	 	45139	  	  	 	73.64	  
	 Hometown
	  	 	3039	  	  	 	45139	  	  	 	73.64	  
	 Hometown
	  	 	3908	  	  	 	45139	  	  	 	73.64	  
	 Hometown
	  	 	6402	  	  	 	45139	  	  	 	73.64	  
	 Hometown
	  	 	6410	  	  	 	45139	  	  	 	73.64	  
	 Hometown
	  	 	3999	  	  	 	45139	  	  	 	73.64	  
	 Hometown
	  	 	5707	  	  	 	45139	  	  	 	73.64	  
	 Hometown
	  	 	5343	  	  	 	45140	  	  	 	50.00	  
	 Hometown
	  	 	9295	  	  	 	45140	  	  	 	50.00	  
	 Hometown
	  	 	5557	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	7609	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	5530	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	5535	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	5674	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	3437	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	3038	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	5576	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	5565	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	5615	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	3079	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	5727	  	  	 	45142	  	  	 	70.31	  
	 Hometown
	  	 	5453	  	  	 	45143	  	  	 	93.37	  
	 Hometown
	  	 	3859	  	  	 	45143	  	  	 	93.37	  
	 Hometown
	  	 	2169	  	  	 	45143	  	  	 	93.37	  
	 Hometown
	  	 	3046	  	  	 	45143	  	  	 	93.37	  
	 Hometown
	  	 	5250	  	  	 	45145	  	  	 	59.89	  
	 Hometown
	  	 	5686	  	  	 	45145	  	  	 	59.89	  
	 Hometown
	  	 	7789	  	  	 	45145	  	  	 	59.89	  
	 Hometown
	  	 	5636	  	  	 	45145	  	  	 	59.89	  
	 Hometown
	  	 	5743	  	  	 	45145	  	  	 	59.89	  
	 Hometown
	  	 	5609	  	  	 	45145	  	  	 	59.89	  
	 Hometown
	  	 	5642	  	  	 	45145	  	  	 	59.89	  


  

Appendix 1.01 – HS Exhibit 1 - 12 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	5606	  	  	 	45145	  	  	 	59.89	  
	 Hometown
	  	 	5682	  	  	 	45145	  	  	 	59.89	  
	 Hometown
	  	 	5889	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	5633	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	3178	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	5612	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	5635	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	5643	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	5637	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	5645	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	5654	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	5650	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	5628	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	5648	  	  	 	45146	  	  	 	59.10	  
	 Hometown
	  	 	7557	  	  	 	45149	  	  	 	73.04	  
	 Hometown
	  	 	2235	  	  	 	45149	  	  	 	73.04	  
	 Hometown
	  	 	7565	  	  	 	45149	  	  	 	73.04	  
	 Hometown
	  	 	2785	  	  	 	45149	  	  	 	73.04	  
	 Hometown
	  	 	4746	  	  	 	45149	  	  	 	73.04	  
	 Hometown
	  	 	5221	  	  	 	45149	  	  	 	73.04	  
	 Hometown
	  	 	3520	  	  	 	45151	  	  	 	67.68	  
	 Hometown
	  	 	5052	  	  	 	45151	  	  	 	67.68	  
	 Hometown
	  	 	6561	  	  	 	45151	  	  	 	67.68	  
	 Hometown
	  	 	7482	  	  	 	45151	  	  	 	67.68	  
	 Hometown
	  	 	3020	  	  	 	45151	  	  	 	67.68	  
	 Hometown
	  	 	3113	  	  	 	45153	  	  	 	72.75	  
	 Hometown
	  	 	5832	  	  	 	45153	  	  	 	72.75	  
	 Hometown
	  	 	5755	  	  	 	45153	  	  	 	72.75	  
	 Hometown
	  	 	5490	  	  	 	45153	  	  	 	72.75	  
	 Hometown
	  	 	7853	  	  	 	45153	  	  	 	72.75	  
	 Hometown
	  	 	5807	  	  	 	45153	  	  	 	72.75	  
	 Hometown
	  	 	6795	  	  	 	45153	  	  	 	72.75	  
	 Hometown
	  	 	2751	  	  	 	45153	  	  	 	72.75	  
	 Hometown
	  	 	9361	  	  	 	45153	  	  	 	72.75	  
	 Hometown
	  	 	2739	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	1858	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	9201	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	7567	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	8105	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	7686	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	6017	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	6206	  	  	 	45158	  	  	 	74.46	  


  

Appendix 1.01 – HS Exhibit 1 - 13 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	1811	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	1936	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	1856	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	3497	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	3388	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	1928	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	1937	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	5927	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	3697	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	1819	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	3528	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	6400	  	  	 	45158	  	  	 	74.46	  
	 Hometown
	  	 	7489	  	  	 	45160	  	  	 	77.38	  
	 Hometown
	  	 	3961	  	  	 	45160	  	  	 	77.38	  
	 Hometown
	  	 	4798	  	  	 	45160	  	  	 	77.38	  
	 Hometown
	  	 	3816	  	  	 	45160	  	  	 	77.38	  
	 Hometown
	  	 	5818	  	  	 	45160	  	  	 	77.38	  
	 Hometown
	  	 	3458	  	  	 	45160	  	  	 	77.38	  
	 Hometown
	  	 	3756	  	  	 	45160	  	  	 	77.38	  
	 Hometown
	  	 	4693	  	  	 	45160	  	  	 	77.38	  
	 Hometown
	  	 	9774	  	  	 	45160	  	  	 	77.38	  
	 Hometown
	  	 	7222	  	  	 	45160	  	  	 	77.38	  
	 Hometown
	  	 	7667	  	  	 	45161	  	  	 	82.80	  
	 Hometown
	  	 	5795	  	  	 	45161	  	  	 	82.80	  
	 Hometown
	  	 	2709	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	3468	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	5809	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	7787	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	7391	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	7379	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	1808	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	1859	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	7403	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	5794	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	1857	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	5414	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	5868	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	8033	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	1965	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	1938	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	3607	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	1932	  	  	 	45162	  	  	 	69.50	  


  

Appendix 1.01 – HS Exhibit 1 - 14 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	7178	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	1809	  	  	 	45162	  	  	 	69.50	  
	 Hometown
	  	 	2187	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	5854	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	7697	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	6722	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	5946	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	5175	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	3686	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	3948	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	7907	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	7114	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	5885	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	5897	  	  	 	45579	  	  	 	88.16	  
	 Hometown
	  	 	3215	  	  	 	45580	  	  	 	85.65	  
	 Hometown
	  	 	3305	  	  	 	45580	  	  	 	85.65	  
	 Hometown
	  	 	5587	  	  	 	45580	  	  	 	85.65	  
	 Hometown
	  	 	6502	  	  	 	45580	  	  	 	85.65	  
	 Hometown
	  	 	5673	  	  	 	45580	  	  	 	85.65	  
	 Hometown
	  	 	5821	  	  	 	45580	  	  	 	85.65	  
	 Hometown
	  	 	4780	  	  	 	45580	  	  	 	85.65	  
	 Hometown
	  	 	4855	  	  	 	45580	  	  	 	85.65	  
	 Hometown
	  	 	7180	  	  	 	45576	  	  	 	63.24	  
	 Hometown
	  	 	5547	  	  	 	45576	  	  	 	63.24	  
	 Hometown
	  	 	3073	  	  	 	45576	  	  	 	63.24	  
	 Hometown
	  	 	7190	  	  	 	45576	  	  	 	63.24	  
	 Hometown
	  	 	7172	  	  	 	45576	  	  	 	63.24	  
	 Hometown
	  	 	3743	  	  	 	45163	  	  	 	60.30	  
	 Hometown
	  	 	2552	  	  	 	45163	  	  	 	60.30	  
	 Hometown
	  	 	3006	  	  	 	45163	  	  	 	60.30	  
	 Hometown
	  	 	4763	  	  	 	45163	  	  	 	60.30	  
	 Hometown
	  	 	2194	  	  	 	45163	  	  	 	60.30	  
	 Hometown
	  	 	3323	  	  	 	45163	  	  	 	60.30	  
	 Hometown
	  	 	2202	  	  	 	45163	  	  	 	60.30	  
	 Hometown
	  	 	7692	  	  	 	45163	  	  	 	60.30	  
	 Hometown
	  	 	2733	  	  	 	45593	  	  	 	94.79	  
	 Hometown
	  	 	1817	  	  	 	45593	  	  	 	94.79	  
	 Hometown
	  	 	3494	  	  	 	45593	  	  	 	94.79	  
	 Hometown
	  	 	5882	  	  	 	45593	  	  	 	94.79	  
	 Hometown
	  	 	1836	  	  	 	45593	  	  	 	94.79	  
	 Hometown
	  	 	1923	  	  	 	45593	  	  	 	94.79	  
	 Hometown
	  	 	5872	  	  	 	45593	  	  	 	94.79	  


  

Appendix 1.01 – HS Exhibit 1 - 15 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Hometown Stores Exhibit 1 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Hometown
	  	 	9916	  	  	 	45168	  	  	 	73.97	  
	 Hometown
	  	 	3745	  	  	 	45168	  	  	 	73.97	  
	 Hometown
	  	 	6474	  	  	 	45171	  	  	 	72.10	  
	 Hometown
	  	 	2566	  	  	 	45171	  	  	 	72.10	  
	 Hometown
	  	 	2925	  	  	 	45171	  	  	 	72.10	  
	 Hometown
	  	 	1855	  	  	 	45171	  	  	 	72.10	  
	 Hometown
	  	 	5321	  	  	 	45171	  	  	 	72.10	  
	 Hometown
	  	 	7825	  	  	 	45172	  	  	 	86.48	  
	 Hometown
	  	 	5162	  	  	 	45172	  	  	 	86.48	  
	 Hometown
	  	 	1912	  	  	 	45172	  	  	 	86.48	  
	 Hometown
	  	 	7070	  	  	 	45172	  	  	 	86.48	  
	 Hometown
	  	 	8155	  	  	 	45172	  	  	 	86.48	  
	 Hometown
	  	 	7285	  	  	 	45172	  	  	 	86.48	  
	 Hometown
	  	 	7734	  	  	 	45177	  	  	 	69.19	  
	 Hometown
	  	 	1903	  	  	 	45177	  	  	 	69.19	  
	 Hometown
	  	 	5496	  	  	 	45177	  	  	 	69.19	  
	 Hometown
	  	 	5512	  	  	 	45177	  	  	 	69.19	  


  

Appendix 1.01 – HS Exhibit 1 - 16 








 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Outlet Stores Exhibit 2 

 

													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Outlet
	  	 	5264	  	  	 	45573	  	  	 	86.83	  
	 Outlet
	  	 	7661	  	  	 	45120	  	  	 	93.58	  
	 Outlet
	  	 	7633	  	  	 	45062	  	  	 	75.20	  
	 Outlet
	  	 	7424	  	  	 	45065	  	  	 	64.57	  
	 Outlet
	  	 	4324	  	  	 	45065	  	  	 	64.57	  
	 Outlet
	  	 	7564	  	  	 	45070	  	  	 	82.49	  
	 Outlet
	  	 	9974	  	  	 	45070	  	  	 	82.49	  
	 Outlet
	  	 	9888	  	  	 	45076	  	  	 	67.50	  
	 Outlet
	  	 	5397	  	  	 	45076	  	  	 	67.50	  
	 Outlet
	  	 	4620	  	  	 	45081	  	  	 	97.55	  
	 Outlet
	  	 	7592	  	  	 	45081	  	  	 	97.55	  
	 Outlet
	  	 	5060	  	  	 	45081	  	  	 	97.55	  
	 Outlet
	  	 	7601	  	  	 	45083	  	  	 	72.93	  
	 Outlet
	  	 	7611	  	  	 	45083	  	  	 	72.93	  
	 Outlet
	  	 	9603	  	  	 	45083	  	  	 	72.93	  
	 Outlet
	  	 	7562	  	  	 	45572	  	  	 	78.88	  
	 Outlet
	  	 	4583	  	  	 	45572	  	  	 	78.88	  
	 Outlet
	  	 	7237	  	  	 	45105	  	  	 	83.08	  
	 Outlet
	  	 	9849	  	  	 	45106	  	  	 	75.58	  
	 Outlet
	  	 	4619	  	  	 	45109	  	  	 	77.56	  
	 Outlet
	  	 	4696	  	  	 	45109	  	  	 	77.56	  
	 Outlet
	  	 	8279	  	  	 	45116	  	  	 	95.41	  
	 Outlet
	  	 	7533	  	  	 	45129	  	  	 	86.50	  
	 Outlet
	  	 	7588	  	  	 	45134	  	  	 	81.81	  
	 Outlet
	  	 	8487	  	  	 	45134	  	  	 	81.81	  
	 Outlet
	  	 	7820	  	  	 	45135	  	  	 	87.38	  
	 Outlet
	  	 	4994	  	  	 	45164	  	  	 	76.56	  
	 Outlet
	  	 	7593	  	  	 	45165	  	  	 	74.72	  
	 Outlet
	  	 	9983	  	  	 	45165	  	  	 	74.72	  
	 Outlet
	  	 	7507	  	  	 	45599	  	  	 	84.77	  
	 Outlet
	  	 	4823	  	  	 	45067	  	  	 	63.48	  
	 Outlet
	  	 	8286	  	  	 	45067	  	  	 	63.48	  
	 Outlet
	  	 	9892	  	  	 	45068	  	  	 	95.54	  
	 Outlet
	  	 	4599	  	  	 	45073	  	  	 	70.45	  
	 Outlet
	  	 	9876	  	  	 	45577	  	  	 	87.36	  
	 Outlet
	  	 	4606	  	  	 	45581	  	  	 	78.22	  
	 Outlet
	  	 	1916	  	  	 	45581	  	  	 	78.22	  
	 Outlet
	  	 	9670	  	  	 	45581	  	  	 	78.22	  
	 Outlet
	  	 	4790	  	  	 	45581	  	  	 	78.22	  
	 Outlet
	  	 	9756	  	  	 	45581	  	  	 	78.22	  
	 Outlet
	  	 	7538	  	  	 	45574	  	  	 	84.27	  
	 Outlet
	  	 	4119	  	  	 	45574	  	  	 	84.27	  


  

Appendix 1.01 – HS Exhibit 2 - 1 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Outlet Stores Exhibit 2 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Outlet
	  	 	9788	  	  	 	45574	  	  	 	84.27	  
	 Outlet
	  	 	9850	  	  	 	45084	  	  	 	68.21	  
	 Outlet
	  	 	5230	  	  	 	45084	  	  	 	68.21	  
	 Outlet
	  	 	7911	  	  	 	45084	  	  	 	68.21	  
	 Outlet
	  	 	9986	  	  	 	45084	  	  	 	68.21	  
	 Outlet
	  	 	7561	  	  	 	45084	  	  	 	68.21	  
	 Outlet
	  	 	9696	  	  	 	45089	  	  	 	60.03	  
	 Outlet
	  	 	5361	  	  	 	45089	  	  	 	60.03	  
	 Outlet
	  	 	4585	  	  	 	45090	  	  	 	63.41	  
	 Outlet
	  	 	7577	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	7159	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	9251	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	7590	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	8496	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	5207	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	5640	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	9785	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	7704	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	7540	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	9981	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	9870	  	  	 	45091	  	  	 	69.31	  
	 Outlet
	  	 	8246	  	  	 	45099	  	  	 	67.31	  
	 Outlet
	  	 	9764	  	  	 	45099	  	  	 	67.31	  
	 Outlet
	  	 	7541	  	  	 	45099	  	  	 	67.31	  
	 Outlet
	  	 	7529	  	  	 	45101	  	  	 	65.45	  
	 Outlet
	  	 	4099	  	  	 	45103	  	  	 	56.77	  
	 Outlet
	  	 	5298	  	  	 	45103	  	  	 	56.77	  
	 Outlet
	  	 	4958	  	  	 	45103	  	  	 	56.77	  
	 Outlet
	  	 	5282	  	  	 	45103	  	  	 	56.77	  
	 Outlet
	  	 	7349	  	  	 	45104	  	  	 	70.40	  
	 Outlet
	  	 	7089	  	  	 	45104	  	  	 	70.40	  
	 Outlet
	  	 	4598	  	  	 	45104	  	  	 	70.40	  
	 Outlet
	  	 	7359	  	  	 	45107	  	  	 	56.51	  
	 Outlet
	  	 	4328	  	  	 	45107	  	  	 	56.51	  
	 Outlet
	  	 	4001	  	  	 	45111	  	  	 	90.39	  
	 Outlet
	  	 	9112	  	  	 	45111	  	  	 	90.39	  
	 Outlet
	  	 	4611	  	  	 	45115	  	  	 	68.92	  
	 Outlet
	  	 	7652	  	  	 	45115	  	  	 	68.92	  
	 Outlet
	  	 	7612	  	  	 	45122	  	  	 	71.46	  
	 Outlet
	  	 	7556	  	  	 	45122	  	  	 	71.46	  
	 Outlet
	  	 	8470	  	  	 	45122	  	  	 	71.46	  
	 Outlet
	  	 	7438	  	  	 	45140	  	  	 	50.00	  


  

Appendix 1.01 – HS Exhibit 2 - 2 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Outlet Stores Exhibit 2 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Outlet
	  	 	4049	  	  	 	45140	  	  	 	50.00	  
	 Outlet
	  	 	7659	  	  	 	45140	  	  	 	50.00	  
	 Outlet
	  	 	4618	  	  	 	45142	  	  	 	70.31	  
	 Outlet
	  	 	9229	  	  	 	45142	  	  	 	70.31	  
	 Outlet
	  	 	9486	  	  	 	45143	  	  	 	93.37	  
	 Outlet
	  	 	8346	  	  	 	45145	  	  	 	59.89	  
	 Outlet
	  	 	9497	  	  	 	45146	  	  	 	59.10	  
	 Outlet
	  	 	4697	  	  	 	45146	  	  	 	59.10	  
	 Outlet
	  	 	7238	  	  	 	45146	  	  	 	59.10	  
	 Outlet
	  	 	9688	  	  	 	45146	  	  	 	59.10	  
	 Outlet
	  	 	7586	  	  	 	45149	  	  	 	73.04	  
	 Outlet
	  	 	8495	  	  	 	45149	  	  	 	73.04	  
	 Outlet
	  	 	7546	  	  	 	45149	  	  	 	73.04	  
	 Outlet
	  	 	7450	  	  	 	45151	  	  	 	67.68	  
	 Outlet
	  	 	7440	  	  	 	45151	  	  	 	67.68	  
	 Outlet
	  	 	4333	  	  	 	45153	  	  	 	72.75	  
	 Outlet
	  	 	9671	  	  	 	45153	  	  	 	72.75	  
	 Outlet
	  	 	4689	  	  	 	45153	  	  	 	72.75	  
	 Outlet
	  	 	9796	  	  	 	45158	  	  	 	74.46	  
	 Outlet
	  	 	7631	  	  	 	45158	  	  	 	74.46	  
	 Outlet
	  	 	4617	  	  	 	45158	  	  	 	74.46	  
	 Outlet
	  	 	7920	  	  	 	45158	  	  	 	74.46	  
	 Outlet
	  	 	4486	  	  	 	45158	  	  	 	74.46	  
	 Outlet
	  	 	4650	  	  	 	45158	  	  	 	74.46	  
	 Outlet
	  	 	9897	  	  	 	45160	  	  	 	77.38	  
	 Outlet
	  	 	9411	  	  	 	45162	  	  	 	69.50	  
	 Outlet
	  	 	8234	  	  	 	45162	  	  	 	69.50	  
	 Outlet
	  	 	7818	  	  	 	45162	  	  	 	69.50	  
	 Outlet
	  	 	9284	  	  	 	45579	  	  	 	88.16	  
	 Outlet
	  	 	8412	  	  	 	45580	  	  	 	85.65	  
	 Outlet
	  	 	7457	  	  	 	45580	  	  	 	85.65	  
	 Outlet
	  	 	5342	  	  	 	45576	  	  	 	63.24	  
	 Outlet
	  	 	4044	  	  	 	45576	  	  	 	63.24	  
	 Outlet
	  	 	9114	  	  	 	45576	  	  	 	63.24	  
	 Outlet
	  	 	4621	  	  	 	45576	  	  	 	63.24	  
	 Outlet
	  	 	4601	  	  	 	45576	  	  	 	63.24	  
	 Outlet
	  	 	9944	  	  	 	45163	  	  	 	60.30	  
	 Outlet
	  	 	8482	  	  	 	45163	  	  	 	60.30	  
	 Outlet
	  	 	9282	  	  	 	45163	  	  	 	60.30	  
	 Outlet
	  	 	8461	  	  	 	45167	  	  	 	153.00	  
	 Outlet
	  	 	5365	  	  	 	45168	  	  	 	73.97	  
	 Outlet
	  	 	4345	  	  	 	45168	  	  	 	73.97	  


  

Appendix 1.01 – HS Exhibit 2 - 3 









 Appendix 1.01 

Home Services 
 Market Delivery Rate Table 
 Outlet Stores Exhibit 2 

 


													
	 Type of Store
	  	Store
Number	 	  	MDO
Number	 	  	Rate	 
	 Outlet
	  	 	4185	  	  	 	45171	  	  	 	72.10	  
	 Outlet
	  	 	4335	  	  	 	45171	  	  	 	72.10	  
	 Outlet
	  	 	6052	  	  	 	45171	  	  	 	72.10	  


  

Appendix 1.01 – HS Exhibit 2 - 4 









 Appendix 1.10 

Schedule of Services and Fees 
  

 APPENDIX 1.10 
 Party Contact Persons 
 For SHMC: 

For SHO: 
 Services Operating
Committee - Initial Representatives 
 For SHMC: 
 For SHO: 

  
 A - 5