Loading...
HomeMy WebLinkAbout365160 GENERAL ELECTRIC - CONTRACT - CONTRACT - 29178 SAMS CLUB GENERAL ELECTRIC FC 2006 6S Mark -Down Promotional Fee Agreement for Fall 2006 Efficient Lighting Program Sam'* Club, General Electric and City of Fort Collins, Colorado AGT #FC2006-06 Sam's Club, a Division of Wal*Mart Inc. (Retailer), General Electric Company (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 the Retailer store 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 suggested 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 October 1, 2006 and no later than December 15, 2006. The parties may agree in writing to extend the term of this Agreement. Article 2. Retailer Promotional Parameters Exhibit "C" lists the manufacturer and retailer promotional parameters pertinent to this Agreement. Manufacturer and Retailer will cooperate with these promotional parameters. 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: 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. AllManufacturer and Retailer Promotional Parametersincluded in the 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. GE -Sams Club Mark Down Agreement DRAFT 7-26-06.doc Page 1 of 6 Mark -Down Promotional Fee Agreement for Fall 2006 Efficient Lighting Program Sam's Club, Genera_ 1 Electric and City of FortCollins, Colorado` AGT # FC200&e6 Sam's Club, a Division of Wal*Mart Inc. (Retailer), General Electric Company (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 the Retailer store 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 suggested 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 October 1, 2006 and no later than December 15, 2006. The parties may agree in writing to extend the term of this Agreement. Article 2. Retailer Promotional Parameters Exhibit "C" lists the manufacturer and retailer promotional parameters pertinent to this Agreement. Manufacturer and Retailer will cooperate with these promotional parameters. 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 STA' 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. AllManufacturer and Retailer Promotional Parametersincluded in the 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. GE -Sams Club Mark Down Agreement DRAFT 7-26-06.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: 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 #FC2006-06 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: Hardware Buyer, Sam's Club If to Manufacturer: ENERGY STAR Marketing Manager General Electric Company 1975 Noble Road, Nela Park Cleveland, OH 44112 If to Sponsor: General Manager Fort Collins Utilities 700 Wood Street GE -Sams Club Mark Down Agreement DRAFT 7-26-06.doc Page 2 of 6 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. 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 accept the terms and conditions hereof and agrees 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. 7. It is agreed by all parties that there will be no assignment or transfer of this Agreement, nor of any interest in this Agreement, without the prior written consent of all parties. 8. This Agreement constitutes the entire agreement of the parties and supersedes any and all prior agreements or understanding of the parties, either written or oral, regarding the subject of this Agreement. This Agreement may be modified or amended by the written agreement of all parties hereto. A waiver by any party of any default or breach by another party of any provision of this Agreement shall not be considered as a waiver of any subsequent default or breach of that same or of any other provision hereof. The failure by any party to object to or to take affirmative action with respect to, any conduct of another party that is in violation of any provision of this Agreement shall not be construed as a waiver thereof, nor of any future breach or subsequent wrongful conduct. In no event shall either party be liable for any special, indirect, incidental, consequential, punitive, or exemplary damages. 10 In the event any party hereto is unable, in whole or in part, to carry out its obligations under this Agreement, those obligations, insofar as they are affected by such an Act of God, shall be suspended during the continuance of any such disability, and such party shall not be liable to any other party hereto if the cause of such disability is remedied insofar as reasonably possible with reasonable dispatch, except that the settlement of any strike, lockout, or other industrial disturbance shall be conclusively deemed to be wholly within the discretion of the party whose obligations are suspended by reason thereof. The term "Act of God" as employed herein shall mean any event which is not reasonably within the control of the party affected including, but not limited to, acts of civil or military authority, priorities or other governmental allocations or controls, currency exchange restrictions, embargo, fire, strike, lock out, or other labor difficulties, accident, o y flood, epidemics, war, armed conflict, riot or other civil disturbance, terrorism, delays or unavailability of raw materials or of normal means of transport, deliberate or negligent acts of third parties. In the event that the n failure of any party hereto to perform any obligation hereunder by reason of an Act of God continues for more cu a than thirty (30) days, any other party hereto may terminate this Agreement upon ten (10) business days notice. �, xe — cr v G el HeiligeAkhal, Hardware Buyer —WaWsV4t16, A Division of Wal*Mart Inc. GE -Sams Club Mark Down Agreement DRAFT 7-26-06.doc Page 3 of 6 Robert Stuart; ages` — Consumer Lighting & Electrical Distribution Sales s GE Consumer kAd Industrial, a business of General Electric Company James B. O'Neill II, CPPO, FNIGP, Director of Purchasing and Risk Management - City of Fort Collins Approved as to form GE -Sams Club Mark Down Agreement DRAFT 7-26-06.doc Page 4 of 6 EXHIBIT "A" Participating Retailer Store Locations Sam's Club Stores Participating in Ci Fort Collins fall 2OO6 Efficient Lighting Program Store # Address city State Zip 6633 4700 Boardwalk Dr. Fort Collins I CO 80525 EXHIBIT "B" Fall 2006 Efficient Lighting Program Details Sam's Club, General Electric, City of Fort Collins Fall 2006 Efficient LightingPro ram Details Product Product Description, Units Regular Mark-down :Discount Customer. Estimated Not -to - Exceed curer Model Number per Retail Incentive -ed Retail sales Quantities Sponsor id Retailer SKU Pack Price Amount Price limit Funds ral Electric 13 Watt 2 packs 1,800 ,act fluorescent bulb 8 $12.73 $4.00 $8.73 total all 8-packs $7,200 del #FAM147-FLE13 ($0.50/unit) products (14,400 Club SKU #383330 units) ;ral Electric 26 Watt 1,100 pact fluorescent bulb 6 $15.56 $3.00 $12.56 6-packs $3,300 -del#FAM147-FLE26 ($0.50/unit) (6,600 units) ; Club SKU #700169 ;ral Electric 15 Watt )act fluorescent bulb $6.00 600 GE Model # 3 $10.36 . ($200/unit) $4.36 3-packs $3,600 M84FLE15/2/R30 (1,800 units) ; Club SKU #167248 ;ral Electric 26 Watt 400 )act fluorescent bulb 3 $14.63 $6.00 8.63 3-packs $2,400 el # FAM63FLE26PAR ($2.00/unit) (1,200 units) n's Club #889279 TOTALS S,900 $16,500 acks 1ities are estimates only. Promotion sales may include any mix of quantities of the eligible products, as long )tal mark-down incentive amount does not exceed the Not -to -Exceed Sponsor Funds, plus 5%. �hting jeement. �mand on. 'rices" s that is Club Mark Down Agreement DRAFT 7-26-06.doc Page 5 of 6 Mr. Joel Heiligenthal Buyer Hardware Sam's Club, 608 SW 8 h Street Bentonville, AR 72712 Dear Joel and Steve: November 15, 2006 Mr. Steve Cunningham Manager - New Business Development General Electric Company 1801 Phyllis Street Bentonville, AR 72712 I am writing to confirm the increase in allocation for General Electric Company and Sam's Club, a Division of Wal-Mart, Inc, in conjunction with the "Markdown Promotional Fee Agreement for Fall 2006 Efficient Lighting Program," Agt #FC2006-06. The Agreement states, "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." This letter serves as the change order. The original allocation of products, estimated quantities and incentive funding is detailed in Exhibit "B" of the Agreement, with a "Not -to -Exceed Sponsor Funds" total of $16,500. We are increasing the "Not -to -Exceed Sponsor Funds" total to $25,000 (i.e. an addition of $8,500), with the understanding that General Electric Company will ship additional product to Sam's Club store #6633 in Fort Collins, for sale under this promotion. Exhibit `B-Revision 1" on the following page summarizes the changes. The City of Fort Collins will issue a purchase order reflecting the increase in funding. Thank you for collaborating with us on this promotion. Sincerely, Doug Swartz Energy Services Engineer EXHIBIT "B-Revision 1" Fall 2006 Efficient Lighting Program Details 111111111111 .e Du s 4 General Electric 13 Watt $4.00 2,125 8-packs compact fluorescent bulb 8 $12.73 ($0.50/unit) $8.73 (17,000 $81500 Item # 383330 units) General Electric 26 Watt $3.00 1,500 6-packs compact fluorescent bulb 6 $15.56 ($0.50/unit) $12.56 2 packs (9,000 $4,500 Item # 700169 total all products units General Electric 15 Watt 1400 compact fluorescent bulb 3 $10.36 ($2$6.0/Ounit) $4.36 (4,200 $87400 Item # 167248 units General Electric 26 Watt 600 3-packs compact fluorescent bulb 3 $14.63 ($2 0.0O0 $8unit).63 0 $3,600 Item # 889279 units Saxe' 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%.