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Home My WebLink About494607 JOSEPHS HARDWARE & HOME CENTER - CONTRACT - PURCHASE ORDER - 9116751Mark -Down Promotional Fee Agreement for Fall 2011 Efficient Lighting Program Josephs' Hardware $;Home,Center and City+oflFort Colllns, Colorado Josephs' Hardware & Home Center, 2160 W Drake Road Unit A5, Fort Collins, Colorado 80526 (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 2160 W Drake Road Unit A5 location at a discounted price under the terms of this Agreement. This is a component of the Sponsor's Fall 2011 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 I, 2011 and no later than December 25, 2011, except that Sponsors 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: I 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. Josephs' Hardware Holiday Markdown Agt 201 I.doc Page I 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: I. 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 #FC201 1-01 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 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 The laws of the State of Colorado will be applied in the interpretation, execution and enforcement of this Agreement. 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: Matt Chavez Josephs' Hardware & Home Center 2160 W Drake Road Unit A5 Fort Collins, Colorado 80526 If to Sponsor: General Manager Fort Collins Utilities 700 Wood Street P.O. Box 580 Fort Collins, Colorado 80522 Josephs' Hardware Holiday Markdown Agt 201 I.doc Page 2 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. 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 terns 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. Matt Chavez, Owner — Hardware & Home Center O'Neill II, CPPO, FNIGP, Director of Approved as to form and - City of Fort Collins Josephs' Hardware Holiday Markdown Agt 201 Ldoc Page 3 of 4 EXHIBIT "A" Fall 2011 Efficient Lighting Program Details Josephs' Hat^dwa_re,iCity of Fort'Collins Fall'2011 Efficierit'Li htih Pro rampeteiis iEligl!JWP.roduct Description MaikdovtiR IIncentiVe kCustomer j ;Esfimated t tNot-To Exceed = Funds %Amount sales llimit! it7uenttties Sponsor Light Emitting Diode holiday light ' string, power draw not to exceed five 10 strings watts, when customer does not $2.00/string total all 2,000 $4,000 present a coupon authorized by the products TOTALS I. 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. Josephs' Hardware Holiday Markdown Agt 201 Ldoc Page 4 of 4