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Home My WebLink AboutRITE AID GENERAL ELECTRIC - CONTRACT - CONTRACT - FALL 2006 EFFICIENT LIGHTING PROGRAMVaiioioo rKl 10:4Z FAX 717 975 3722 RITE -AID CAT MGMT R 002 Mark -Down Promotional Fee Agreement for Fall 2006 Efficient Lighting Program Rite Aid Corporation (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 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 suggested discounted price under the terns 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 Stlnulationa 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 Manufacturer and Retailer Promotional Parameters included 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 -Rite Aid Mark Down Agreement DRAFT 7-26-06.doc Page 1 of 6 SEP 15 2006 63:51 717 47S 1700 0nrc n- uaiio/uo rxi 15:43 FAX 717 975 3722 RITE -AID CAT MGMT Q 003 Article 4. Redemotion/Invoice Guidelines Redemptiontinvoicing 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 #FC2006-08 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 SKU4evel 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 systern(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. Rite Aid Corporation David P. Jay Category Manager Rite Aid Corporation 30 Hunter Lane Camp Hill, PA 17055 717-730-8341 Fax 717-975-3722 GE -Rite Aid Mark Down Agreement DRAFT 7-26-06Am SEP 15 2006 03 : 52 "1 -- ------ Page 2 of 6 va.aoivo rxi ib:43 FAX 717 975 3722 RITE -AID CAT MGMT 1A 004 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 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 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 9. 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 patty 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, flood, epidemics, war, armed conflict, riot or other civil disturbance, terrorists, delays or unavailability of raw materials or of normal means of transport, deliberate or negligent acts of third parties. In the event that the GE -Rite Aid Mark Down Agreement DRAFT 7-26-06.doc Page 3 of 6 SEP 15 2006 03:52 1•1 ---- uai15i06 1RI 15:44 FAX 717 975 3722 RITE -AID CAT MGMT 9 005 failure of any party hereto to perform any obligation hereunder by reason of an Act of God continues for more than thirty (30) days, any other party hereto may terminate this Agreement upon ten (10) business days notice. David Jay, — Hite Aid Corporation GE Consumer and Industrial, a business of General Electric Company . 9 Jazz B P'Neiil II, Approved as to ran , Director - City of Fort GE -Rite Aid Mark Down Agreement DRAFT 7-26-06.doc Page 4 of 6 SEP 15 2006 03: 53 .,, , --- 09/15/06 FRI 15:44 FAX 717 975 3722 RITE -AID CAT MGNT IA006 Ea1HIBIT "A" Participating Retailer Store Locations �'P q Yvyk '. yrt` "Tj' r 'P' Ki �tl B��nr it tY�' f7111 �7 h�j� 1 K 1ry8=` ".iv rr'1 .;:�_ r ,1•�1 t_ "1� 7 W �I� v . i � K r K , tinPLMCn w�rt,"if!'C _ 6172 1103 W. Prospect Rd. Fort Collins CO 80526 General Electric 15 Watt compact fluorescent bulb GE Model #41520 SKU FLE15HT3/2/SW/CD General Electric 20 Watt compact fluorescent bulb GE Model #15516 SKU FLE20HT3/2/SW/CD General Electric 26 Watt compact fluorescent bulb GE Model #15517 SKU FLE26HT3/2/SW/CD General Electric 11 Watt compact fluorescent bulb GE Model #49994 SKU FLEI 1/2TC14SW/CD General Electric 15 Watt compact fluorescent bulb GE Model #49610 SKU FLE15/2/R30/UTCD EILIMIIT "B" Fall 2006 Efficient Lighting Program Details 1 9.99 $1.60 $0.99 156 packs $250 10 packs total all products 1 1 9.99 1 $1.85 1 $1.49 1 9.99 $2.00 SO." 1 7.99 $2.85 $0.99 1 1 8.99 1 $2.85 1 $1.49 156 packs 1 $289 156 packs 1 $312 1 100 packs 1 $285 100 packs 1 $285 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%. GE -Rite Aid Mark Down Agreement DRAFT 7-26-06.doc SEP 15 2006 03:54 Page 5 of 6 •74 r7 Mr m 7`7n' M", n, A-mi io:qa rAA ri( 975 3722 RITE -AID CAT MGMT Q 007 EAKMIT "C" Manufacturer and 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 and sponsor agree that the retailer will sell the products at the "Suggested 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. GE -Rite Aid Mark Down Agreement DRAFT 7-26-06.doc Page 6 of 6 SEP iS 2006 03:54 717 or7c -7�nn __