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Home My WebLink AboutHOME DEPOT - CONTRACT - CONTRACT - 2006 EFFICIENT LIGHTING PROGRAMS50 785,E AddeWdk In, — Mark -Down Promotional Fee Agreement for Fall 2006 Efficient Lighting Program Nome Depot, Technical Consumer Products and City of Fort Collins, Colorado AGT 0 FC2006-05 The Home Depot (Retailer), Technical Consumer Products (Manufacturer), and City of Fort Collins, Colorado (Sponsor) hereby jointly agree to participate in a special "mark-down promotional fee" program in order to promote the sale of ENERGY STAR® qualified lighting products through two Retailer stores located in the Sponsor's service territory (Exhibit "A"). The Sponsor will pay a markdown incentive fee to the Manufacturer for each eligible product sold through Retailer at a discounted price under the terms of this Agreement. This is a component of the Sponsor's fall 2006 Efficient Lighting Program. Exhibit `B" lists the products eligible for the mark-down incentive, the mark-down incentive amount per product sold, the regular and discounted retail prices, customer sales limit, estimated quantities of products and the not -to - exceed limit on the Sponsor's funds under this Agreement. At the option of the Sponsor, based on actual sales during the promotion, a change order may be issued to increase/decrease quantities of this Agreement. Article 1. Term This promotion and Agreement shall be effective for qualifying retail sales on or after September 25, 2006 and no later than December 17, 2006. The parties may agree in writing to extend the term of this Agreement. Article 2. Retailer Promotional Parameters Exhibit "C" lists the retailer promotional parameters pertinent to this Agreement. Article 3. Reimbursement Stipulations All of the following stipulations must be met in order for retail sales to be eligible for markdown incentive reimbursement payment from Sponsor: 1. The lighting products listed in Exhibit `B" comply with the current ENERGY STAR® lighting requirements, which are listed on the ENERGY STAR web site (www.energystar.gov). 2. All products sold under this Agreement are labeled with the ENERGY STAR® label, on both the product itself and the retail packaging. 3. All Retailer or Manufacturer -produced point -of -purchase and advertising materials related to this promotion must be approved by the Sponsor before production and placement of this material. 4. All Redemption/Invoice Guidelines listed below are adhered to. 5. All Retailer Promotional Parameters attached as Exhibit "C" are adhered to. 6. The Retailer or Manufacturer provides actual store sales data on the products listed in Exhibit "B" of this Agreement, for the period of the promotion as well as for the three-month period prior to the promotion start date and the three-month period following the end of the promotion. If the Retailer brings in new product specifically to participate in this promotion, pre -promotion data will not be required. TCP-HD Mark Down Agreement 8-30-06.doc Page 1 of 6 Article 4. Redemption/Invoice Guidelines Redemption/invoicing for incentives for product sold through this promotion will be submitted by the Manufacturer. Requests for markdown incentive reimbursement payments pursuant to this Agreement shall be submitted to the Redemption Agent. Such Redemption Agent will be designated by the Sponsor, and Sponsor will notify the Manufacturer in writing of such designation. In the absence of such designation, the Sponsor will act as the Redemption Agent and requests for payments shall be submitted to: Fort Collins Utilities, Attn: Efficient Lighting Program, P.O. Box 580, Fort Collins, CO 80522. The Redemption Agent shall reimburse the Manufacturer the markdown incentive amount listed in Exhibit "B" for products sold under the terms of this Agreement, within thirty (30) days of receipt of the properly documented invoice from the Manufacturer. The following procedure must be followed to receive payment: 1. Manufacturer must submit an invoice itemizing incentives for which the Manufacturer is seeking payment; invoice must include product model numbers and descriptions (which should match the model numbers and descriptions in this Agreement), quantities of each product sold, markdown incentive amounts for each product, and extended costs. 2. The Manufacturer must attribute all specific invoices to AGT #FC2006-05 and use the Sponsor -provided redemption form cover sheet (available from the Redemption Agent) when submitting for reimbursement. 3. Invoices may be submitted on either a biweekly or monthly basis, at the option of the Manufacturer. Any such invoice must be submitted within 15 days of the last day of the invoice period. 4. The Manufacturer must submit SKU-level sales data for the eligible product by store location. These sales data must match the invoice and invoice cover sheet. Sales data must be reported in a format consistent with the sales and inventory management system(s) used by Retailer. Article 5. General Terms 1. The laws of the State of Colorado will be applied in the interpretation, execution and enforcement of this Agreement. 2. Venue for any legal action regarding the interpretation, execution or enforcement of this Agreement shall be in Larimer County District Court in Fort Collins, Colorado. 3. Any notice, request, demand, consent or approval, or other communication required or permitted hereunder will be in writing and will be deemed to have been given when personally delivered or deposited in the United States mail with proper postage and address as follows: If to Retailer: Brent Hodgson, Lighting Operations Manager The Home Depot, Dept 27E 2455 Paces Ferry Road Atlanta, GA 30339 If to Manufacturer: Rich Turner, Utility Sales Manager Technical Consumer Products, Inc. 300 Lena Drive Aurora, OH 44202 TCP-HD Mark Down Agreement 8-30-06.doc Page 2 of 6 If to Sponsor: General Manager Fort Collins Utilities 700 Wood Street P.O. Box 580 Fort Collins, Colorado 80522 4. This Agreement is made for the sole and exclusive benefit of the parties and shall inure to the benefit of their respective successors and assigns. It is not made for the benefit of any third party. 5. In the event any covenant, condition or provision of this Agreement is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall not in any way affect any of the other covenants, conditions or provisions of this Agreement, provided that the invalidity of any such covenant, condition or provision does not materially prejudice either party in its respective rights and obligations under the valid covenants, conditions or provisions of this Agreement. 6. By executing this Agreement as provided below, the parties each accept the terms and conditions hereof and agree to abide by them. Each party also represents and warrants that it is authorized to accept the terms and conditions hereof. The individual persons signing below hereby each represent that they are authorized to bind the party they claim below to represent to the terms and conditions hereof Brent Hodgson /'Light ng Operations Manager - The Home Depot Rich Turner / Utility Sales Manager — Technical Consumer Products, Inc. James P. O'Neill II, CPPO, FNIGP, Director of Purchasing and Risk Management - City of Fort Collins TCP-HD Mark Down Agreement 8-30-06.doc Page 3 of 6 EXHIBFI' "A" Participating Retailer Store Locations Home Depot Stores Participating in Cityof Fort Collins Fall 2006 Efficient Li tin Program Store # Address City State Zip 1512 4502 John F Kennedy Pkwy FortCollins CO 80525 1544 1251 E Magnolia St Fort Collins CO 80524 TCP-HD Mark Down Agreement 8-30-06.doc Page 4 of 6 EXHIBIT `B" Fall 2006 Efficient Lighting Program Details Home Depot, TCP, City of Fort Collins Fall 2006 Efficient Lighting Pro ram Details Eligible Product Description, Units Regular Mark-down Discount- Custom- Estimated Not -To - Exceed Manufacturer SKU per Retail Incentive ed Retail er sales Quantities Sponsor and Retailer SKU Pack Price Amount Price limit Funds N: Vision 14-Watt 3 packs 700 compact fluorescent bulb 97 $1.20/pack $2.97 total all packs TCP SKU 5M814 1 /pack !pack ($1.20/unit) /pack products (700 $840 Home Depot SKU 772-869 units) N: Vision 14-Watt 1,200 compact fluorescent bulb 4 $7.97 $3.60/pack $4.97 packs $4 320 TCP SKU 5M8144 /pack ($0.90/unit) /pack (4,800 Home Depot SKU 423-599 units) N: Vision 14-Watt 4,000 compact fluorescent bulb 6 $9.97 $4.98/pack $5.97 packs $19 920 TCP SKU 9M8146 /pack ($0.83/unit) /pack (24,000 Home Depot SKU 292460 units) N: Vision 19-Watt 150 compact fluorescent bulb $1.20/pack $4.97 packs $180 TCP SKU 5M819 1 $pack ($1.20/unit) /pack (150 Home Depot SKU 772-739 units) N: Vision 19-Watt 350 compact fluorescent bulb $7.97$2.40/pack $5.97 packs $840 TCP SKU 5M8192 2 pack /pack ($1.20/unit) /pack (700 Home Depot SKU 150-062 units) N: Vision 23-Watt 200 compact fluorescent bulb 1 $5.97 $1.20/pack $4.97 packs $240 TCP SKU 5M823 /pack ($1.20/unit) /pack (200 Home Depot SKU 738-704 units) N: Vision 23-Watt 270 compact fluorescent bulb 2 $7 97 $2.40/pack $5.97 packs $648 TCP SKU 5M8232 /pack ($1.20/unit) /pack (540 Home Depot SKU 161-301 units) N: Vision 23-Watt 1,000 compact fluorescent bulb $pack $3.80/pack $pack packs $3,800 TCP SKU 989234 4 /pack ($0.95/unit) /pack (4,000 Home Depot SKU 591-830 units) N: Vision 14-Watt 100 compact fluorescent bulb 1 $6.97 $2.20/pack $4.97 packs $220 TCP SKU 5R314 /pack ($2.20/unit) /pack (100 Home Depot SKU 207-798 units) N: Vision 14-Watt 130 compact fluorescent bulb 2 $9.97 $4.40/pack $5.97 packs TCP SKU 5R3142 /pack ($2.20/unit) /pack (260 $572 Home Depot SKU 158-653 units) N: Vision 14-Watt 450 compact fluorescent bulb 4 $13.97 $7.80/pack $6.97 packs $3,510 TCP SKU 9R30144 /pack ($1.95/unit) /pack (1,800 Home Depot SKU 166-785 1 1 1 1 units) TCP-HD Mark Down Agreement 8-30-06.doc Page 5 of 6 N: Vision 23-Watt 32 compact fluorescent bulb 1 $9.97 $2.20/pack $7.97 packs $70 TCP SKU 5P823 /pack ($2.20/unit) /pack (32 Home Depot SKU 558-255 units) N: Vision 23-Watt 45 compact fluorescent bulb 2 $13.97 $4.40/pack $9.97 packs $198 TCP SKU 5P8232 /pack ($2.20/unit) /pack (90 Home Depot SKU 159-979 1 1 1 1 units) N: Vision 23-Watt 230 compact fluorescent bulb 4 $19.97 $8.80/pack $11.97 packs $2,024 TCP SKU 9P8234 /pack ($2.20/unit) /pack (920 Home Depot SKU 590-472 units TOTALS 8,857 packs $37,382 1. Quantities are estimates only. Promotion sales may include any mix of quantities of the eligible products, as long as the total mark-down incentive amount does not exceed the Not -to -Exceed Sponsor Funds, plus 5%. EXHIBIT "C" Retailer Promotional Parameters 1. The Retailer acknowledges that this promotion is not exclusive and that other vendors of qualifying lighting products may participate in the promotion by executing an Agreement substantially similar to this Agreement. 2. Retailer will actively pursue the use of end -caps and prominently place eligible product displays. 3. Retailer stocks an adequate quantity of the products eligible under this Agreement to meet customer demand and the product will be available on the sales floors of the Retailer by the starting date for the promotion. 4. Retailer sells the products at the "Discounted Retail Prices" listed in Exhibit `B" of the Agreement. 5. Retailer will allow Sponsor to place point -of -purchase signage in the vicinity of the promoted products that includes the Sponsor's logo and the ENERGY STAR logo, and that lists the discounted prices and the customer sales limit. The signage will remain in place throughout the term of this Agreement. TCP-HD Mark Down Agreement 8-30-06.doc Page 6 of 6