HomeMy WebLinkAbout422220 ZMAC INC - CONTRACT - CONTRACT - 30510Mark -Down Promotional Fee Agreement for Fall 2007 Efficient Lighting Program
lowntown Ace Hardware and City of Fort Collins, Colorado
kGT # FC2007-01
ZMAC Inc. dba Downtown Ace Hardware, 227 South College Avenue, Fort Collins, Colorado 80524 (Retailer)
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 efficient light emitting diode (LED) holiday lighting
products through the Retailer in Fort Collins, Colorado. The Sponsor will pay a markdown incentive fee to the
Retailer for each eligible product sold at the 227 South College Avenue location at a discounted price under the
terms of this Agreement. This is a component of the Sponsor's fall 2007 Efficient Lighting Program.
Exhibit "A" lists the products eligible for the mark-down incentive, the mark-down incentive amount per product
sold, 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 November 1, 2007 and no
later than December 15, 2007, except that Sponsor's obligation to pay the markdown incentive reimbursements
provided hereunder shall be limited to the amounts set forth in Exhibit "A". The parties may agree in writing to
extend the term of this Agreement.
Article 2. 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 eligible products will be available on the sales floors of the Retailer by the starting date for the
promotion.
2. All Retailer -produced point -of -purchase and advertising materials related to this promotion must be approved
by the Sponsor before production and placement of this material.
3. The Retailer will allow the Sponsor to place point -of -purchase signage in the vicinity of the promoted
products that includes the Sponsor's logo, the discounted prices and the customer sales limit. The signage will
remain in place throughout the term of this Agreement.
4. The Retailer sells the products listed in Exhibit "A" of this Agreement, at a retail price reduced by the
Sponsor's markdown incentive.
5. The Retailer provides actual store sales data on the products listed in Exhibit "A" of this Agreement, for the
period of the promotion. All sales data must be generated from the Retailer's computer -based point -of -sale
system or an alternative format approved by the Sponsor. An example of sales data must be submitted by the
Retailer and approved by the Sponsor prior to the beginning of the promotion.
6. The Retailer's staff is trained about LED holiday lighting and the specifics of the promotion by the Sponsor,
prior to the beginning of the promotion.
7. All Redemption/Invoice Guidelines listed below are adhered to.
Downtown Ace Holiday Markdown Agt 2007.doc Page 1 of 4
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.
James T. McClelland, President - ZMAV, Inc.
O'Neill II, CPPO, FNIGP, Director ofPurcfi—asing and Risk Management - City of Fort Collins
Approved as to form
Downtown Ace Holiday Markdown Agt 2007.doc Page 3 of 4
EXHIBIT "A"
Fall 2007 Efficient Lighting Program Details
Downtown Ace Hardware, City of Fort Collins
Fall 2007 Efficient Li tin Pro ram Details
Eligible Product Description
Markdown
Incentive
Customer
sales limit
Estimated
2
Quantities
Not -To -Exceed
Sponsor Funds
Amount'
Light Emitting Diode holiday light
string, power draw not to exceed five
$4.00/string
650
$2,600
watts, when customer presents a
coupon authorized by the Sponsor.
10 strings
total all
Light Emitting Diode holiday light
string, power draw not to exceed five
products
watts, when customer does not
$2.00/string
1,350
$2,700
present a coupon authorized by the
Sponsor.
TOTALS1
2,000
1 $5,300
1. Customers are eligible for one or the other incentive; i.e. the two incentives may not be combined.
2. 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.
Downtown Ace Holiday Markdown Agt 2007.doc Page 4 of 4
Article 3. Redemption/Invoice Guidelines
Redemption/invoicing for incentives for product sold through this promotion will be submitted by the Retailer to
the Redemption Agent. Such Redemption Agent will be designated by the Sponsor, and Sponsor will notify the
Retailer 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 Retailer the instant
markdown incentive amount listed in Exhibit "A" for products sold under the terms of this Agreement, within
thirty (30) days of receipt of the properly documented invoice from the Retailer.
The following procedure must be followed to receive payment:
1. The Retailer must submit an invoice itemizing incentives for which the Retailer is seeking payment, invoice
must include product model numbers and descriptions, quantities of each product sold, markdown incentive
amounts for each product, and extended costs.
2. The Retailer must attribute all specific invoices to AGT #FC2007-01 and use the Sponsor -provided
redemption form cover sheet (available from the Redemption Agent) when submitting for reimbursement.
3. Invoices maybe submitted on either a biweekly or monthly basis, at the option of the Retailer. Any such
invoice must be submitted within 15 days of the last day of the invoice period.
4. The Retailer 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 4. 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 addressed as follows:
If to Retailer: Manager
Downtown Ace Hardware
227 S. College Ave.
Fort Collins, Colorado 80524
If to Sponsor: General Manager
Fort Collins Utilities
700 Wood Street
P.O. Box 580
Fort Collins, Colorado 80522
Downtown Ace Holiday Markdown Agt 2007.doe Page 2 of 4