Residential Lighting and Appliance Program - Focus on Energy

REQUEST FOR PROPOSALS

ISSUED BY:

For

Residential Lighting and Appliance Program

Lighting and Showerhead Promotion

Proposal Due: Friday, October 18, 2013 at 3:00 pm CST

Issued: Tuesday, September 2, 2013

2


Request for Proposals

TABLE OF CONTENTS

Definitions 3

1.0 General Information 5

1.1. Introduction 5

1.2. Background 5

1.3. Governance Structure of Focus on Energy 5

2.0 Information for Bidders 6

2.1. Objective 6

2.2. Proposal and Promotion Requirements 6

2.2.1. Eligible Products 6

2.3. Promotion Duration 7

2.4. Types of Proposals Requested 7

2.5. Markdown Promotions 7

2.5.1. Promotion Description 7

2.5.2. Qualifying Partners 7

2.5.3. Documentation Required 7

2.5.4. Markdown Incentives 8

2.6. Marketing 8

2.6.1. Requirements 8

3.0 Preparing and Submitting a Proposal 9

4.0 Proposal Submission Requirements 9

4.1. Terms and Conditions of Submission 9

5.0 Selection Criteria 10

Appendix A – Proposal Checklist and Signature Form 12

Appendix B – Marketing Plan for Promotion 13

Appendix C – Memorandum of Understanding (MOU) 14

3



Definitions When capitalized, whether in singular or plural, the following words and phrases shall have the

following meanings in construing this Request for Proposals.

Bidder(s) means an entity submitting a proposal under this RFP for the participating in the Residential

Lighting and Appliance Program.

Commission or PSC means the Public Service Commission of Wisconsin.

Compliance Agent means the entity that performs audits to ensure that the Program Administrator,

Program Implementer, Program(s) and any Trade Allies comply with the Focus on Energy Policies and

Procedures Manual.

Customer(s) means a Customer of Wisconsin’s investor-owned utilities, municipal utilities and co-ops that

participate in Focus on Energy.

ENERGY STAR is a joint program of the U.S. Environmental Protection Agency and the U.S. Department of

Energy helping consumers save money and protect the environment through energy efficient products and

practices.

Fiscal Agent means the entity that in a fiduciary capacity, receives funds, distributes funds and accounts for

statewide energy efficiency and renewable energy Programs specified under Wis. Stat. §196.374(2)(a).

Focus on Energy means the statewide energy efficiency and renewable energy Programs specified under

Wis. Stat. §196.374(2) (a).

Independent Evaluator or Program Evaluator means the third party entity contracted by the Commission to

evaluate the performance of all Programs administered by the Program Administrator.

Market Sector(s) refers to Customer classification as commercial, industrial, agricultural or schools and

government.

Mass Markets Program(s) means the energy efficiency and renewable energy programs offered to Customers

of the Wisconsin energy utilities taking service on residential rates or tariffs. In addition, multi-family housing

is part of the Mass Markets Program portfolio, regardless of whether Customers are on a residential or non-

residential tariff.

Measure(s) means an energy-using appliance, piece of equipment, or practice that will result in reduced

energy usage at a comparable level of service.

Memorandum of Understanding (MOU) refers to the agreement required for Retailers and/or Manufacturers

to participate in the Program. The MOU sets forth the guidelines for marketing, invoicing, products and

budget.

Negotiated Cooperative Promotions (NCPs) are industry implementation plans with the negotiating parties

being the utility or energy efficiency provider sponsors and the lighting manufacturers and retailers submitting

implementation plans.

4



Program Administrator means the entity that contracts with the energy utilities to develop and administer the

statewide Program under Wis. Stat. §196.375(2)(a).

Program and Program Area means the framework under which a Measure incentive or collection of

Measure incentives is offered to a Customer.

Program Implementer means an entity contracting with the Program Administrator to implement a Focus

on Energy Program.

Statewide Energy Efficiency and Renewable Administration (SEERA) means the organization created by

Wisconsin energy utilities to fulfill their obligations under 2005 Wisconsin Act 141.

Mass Markets Program(s) means the energy efficiency and renewable energy programs offered to

Customers of the Wisconsin energy utilities taking service on residential rates.

Trade Ally or Allies includes any independent organization that participates through the Program Implementer

to enable the delivery of Focus on Energy programs to end use Customers.

WaterSense is a partnership program by the U.S. Environmental Protection Agency, which seeks to protect the

future of the nation's water supply by offering people a simple way to use less water with water-efficient

products, new homes, and services.

5



1.0 GENERAL INFORMATION

1.1. Introduction Focus on Energy is Wisconsin utilities’ statewide energy efficiency and renewable resource program funded

by the state’s investor-owned energy utilities, as required under Wis. Stat. § 196.374(2)(a), and participating

municipal and electric cooperative utilities. Focus on Energy has been in existence since 2001. Focus on

Energy works with eligible Wisconsin residents and businesses to install cost-effective energy efficiency and

renewable energy projects. Focus on Energy information, resources and financial incentives help to

implement projects that otherwise would not be completed, or to complete projects sooner than scheduled. Its

efforts help Wisconsin residents and businesses manage rising energy costs, promote in-state economic

development, protect our environment and control Wisconsin’s growing demand for electricity and natural

gas. Additional information on the Focus on Energy programs can be found at www.focusonenergy.com. In

addition, several documents have been provided as attachments to this RFP to further assist Bidders in

formulating a response

1.2. Background

The 2005 Wisconsin Act 141 (Act 141) established the requirement that Wisconsin investor-owned energy

utilities collectively establish and fund a statewide energy efficiency and renewable resource program. To

accomplish their duties under Act 141, the investor-owned energy utilities formed a non- profit organization

called SEERA. Municipal utilities (munis) and rural electric cooperatives (co-ops) have the option to

participate in this statewide program – all 82 munis and approximately half of the 24 co-ops have elected to

participate.

1.3. Governance Structure of Focus on Energy

The primary roles and organizations that make up the Focus on Energy governance structure include:

Statewide Energy Efficiency and Renewable Administration (SEERA): This organization creates,

funds and contracts for the administration of statewide energy efficiency and renewable energy

programs.

Public Service Commission of Wisconsin (PSC): This is the independent state agency that regulates

Wisconsin’s public utilities and oversees Focus on Energy.

Fiscal Agent: The fiscal agent is responsible for paying all approved invoices and incentives for Focus

on Energy.

Compliance Agent: The organization performs annual audits of Focus on Energy activities and

expenditures to ensure that funds are spent prudently and consistently with Focus on Energy

Policies and Procedures Manual.

Independent Evaluator or Program Evaluator: The organization performs annual process and

impact evaluations and assesses program and portfolio cost-effectiveness.

Program Administrator: The current Program Administrator for Focus on Energy is Shaw

Environmental and Infrastructure, Inc. The Program Administrator is responsible for working with

the PSC to establish portfolio, Market Sector and individual program goals and budgets. It is

responsible for bidding out all programs, selecting and negotiating contracts, and managing

program and portfolio performance and goals. The Program Administrator is not allowed to

implement programs in Wisconsin.

Program Implementers: These organizations deliver energy efficiency and renewable energy

http://www.focusonenergy.com/

6



programs to eligible Wisconsin Customers and are responsible for meeting the program goals as

established by the Program Administrator and PSC.

2.0 INFORMATION FOR BIDDERS

2.1. Objective

Focus on Energy (herein referred to as Sponsor) requests proposals for Negotiated Cooperative Promotions

(NCPs) with Lighting and Appliance Manufacturers and Retailers selling ENERGY STAR certified lighting

products and WaterSense labeled low flow showerheads as part of its Residential Lighting and Appliance

Program (herein referred to as Program). The Program is designed to reduce customer peak demand and energy

usage, which helps customers save on their bills, leading to increased customer satisfaction and to make

significant contributions to Wisconsin’s energy efficiency goals. The proposals should detail comprehensive

promotional plans that maximize cost-effective energy (kilowatt-hour) savings to Wisconsin utility customers

with a focus on increasing the sale and awareness of a wide variety of quality ENERGY STAR certified lighting

products and WaterSense labeled low flow showerheads. Promotions should be designed to complement core

aspects of the Sponsor’s strategic marketing plan (see the Marketing section).

We invite Manufacturer/Retailer teams to submit proposals for the use of promotional incentives, and encourage

innovative and creative approaches to ENERGY STAR lighting promotions. Additionally, the Sponsor is

increasingly interested in maximizing the environmental attributes of energy efficient lighting and would like to

learn more about each manufacturer’s corporate position on the rated life and Mercury content of the bulbs

proposed, as well as efforts to encourage lamp and appliance recycling. Manufacturers are required to abide by

all local, state and federal Mercury laws in order to participate.

There are two options for participation:

Product Markdowns

Other (See Types of Proposals Requested)

2.2. Proposal and Promotion Requirements

2.2.1. Eligible Products

All ENERGY STAR certified screw-based CFLs (as listed on www.energystar.gov). Promotional products must

be certified under the most current version of the relevant ENERGY STAR specification as of the start date of

the proposed promotion.

All ENERGY STAR certified screw-based LED bulbs (as listed on www.energystar.gov). Promotional products

must be certified under the most current version of the relevant ENERGY STAR specification as of the start

date of the proposed promotion.

All low flow showerheads ≤ 1.75 GPM. Preference in this category will be given to higher quality products that

meet the GPM requirement and meet the EPA criteria for WaterSense.

Note: Sponsor reserves the right to exclude specific products from this promotion for any reason including

results of independent, third-party testing. Manufacturers may offer replacement products; however, Sponsor is

under no obligation to accept these replacements.

7



2.3. Promotion Duration

The promotion duration is January 1, 2014 through December 31, 2014. Based on performance of promotions,

Sponsor may consider extension requests beyond December 31, 2014.

2.4. Types of Proposals Requested

Sponsor requests proposals for promotions from manufacturer-retailer partner teams or from retailers on their

own. In addition to Markdown promotions, respondents should consider a variety of promotion types and are

encouraged to submit proposals for other promotion structures that may represent a different or new opportunity

that has not yet been implemented. For any proposal submitted that is different than Markdown, responders must

submit a full and complete description of the promotion as well as the full detail of all products being proposed.

Sponsor would also like to see proposals that contain creative marketing and product diversity. Alternatives to

markdown promotions will be given equal consideration by Sponsor, and any proposed promotion may include

one or more promotional elements.

Preference will be given to proposals that include strong manufacturer and/or retailer promotional marketing

support (see Marketing section). Sponsor encourages manufacturers and retailers to be innovative and creative

in developing approaches to promoting ENERGY STAR certified lighting and qualified low flow showerheads.

2.5. Markdown Promotions

Partners may apply for the reduction of regular retail prices on ENERGY STAR certified lighting products and

qualified low flow showerheads through Product Markdowns.

2.5.1. Promotion Description

Respondents will apply for a Markdown by proposing maximum quantities of each product for consideration

and the amount of reimbursement requested for each product (see Target Incentive Table for guidelines).

Reimbursement for product sales will be made at 100% of the agreed amount upon receipt of store level sales

data. Instructions for data submittal will be included in the Memorandum of Understanding (MOU). Data will be

provided, along with invoicing, on a monthly basis unless a less frequent period is agreed upon in advance. In

addition to monthly invoicing, reports of sales data, including store and SKU specific data will be made on a

weekly basis.

2.5.2. Qualifying Partners

Preference will be given to proposals from retail outlets with electronic Point of Sale (POS) systems.

2.5.3. Documentation Required

Proposals MUST include sample POS reports in order to be considered. This report will include sales data by

SKU, store location, and date range. Additionally, documentation of delivery to store locations may also be

required. Once product mix, packaging and quantities are established and agreed upon, they cannot be changed

without prior written Sponsor approval.

8



2.5.4. Markdown Incentives

Maximum Incentive per Measure:

Measure Maximum Incentive per Bulb

Standard CFL $1.25

Specialty CFL $1.50

LED Bulbs / Luminaires $10.00

Low Flow Showerheads $10.00

Partners wishing to participate in the Program that are not willing to initiate or are incapable of markdown

programs can apply for participation in the Instant Coupon Program. The Instant Coupon Program allows the

Retail Partner to award incentive dollars to Wisconsin customers on any ENERGY STAR certified CFL through

the use of a coupon. Customer selects certified CFL from Retailer’s stock, completes the Instant Coupon and

Retailer issues instant rebate at time of purchase. Retailer then submits completed coupons to the Program

(through its reimbursement contractor) for reimbursement.

2.6. Marketing

Manufacturers/retailers are encouraged to consider adding the following marketing activities in their proposals:

Enhance Sponsor’s promotions at retail through the use of advertising in media such as newspapers and

radio spots.

Planned promotional themes include: Energy Efficiency Month (Oct.) and Earth Day.

Reinforce brand recognition in the marketplace by making use of Partner Point of Purchase (POP)

Templates or when developing unique materials

Support Sponsor’s efforts to educate consumers about the benefits of ENERGY STAR certified lighting

products and how to buy them, e.g. matching particular products to particular applications.

Creative retail associate trainings and sales contests, in-store promotional events, dedicated product

placement in prominent store locations and comprehensive point-of-purchase placement.

Special POP materials, dedicated end caps and floor displays, advertising, consumer education

activities, wholesale or retail discounting, and/or special packaging.

2.6.1. Requirements

All advertising and POP materials MUST feature the Sponsor logo. All use of Sponsor, ENERGY

STAR, or other logos must be in compliance with appropriate logo use guidelines. Logo and Brand

Guidelines will be presented to each partner upon issuance of the MOU.

All Creative Materials (POP, advertising, collateral) must be submitted for approval prior to printing or

production.

9



All Creative Material must adhere to all Sponsor Marketing and Brand Standards as well as the U.S.

EPA and DOE ENERGY STAR Identity Guidelines.

3.0 PREPARING AND SUBMITTING A PROPOSAL

Proposals must include:

A separate, completed Request for Promotional Support Workbook (see attached MS Excel file). In the

workbook, a separate Promotion Detail Worksheet(s) must be completed for each promotion. The workbook

has a Summary Worksheet which is protected and automatically tallies total proposed promotional activities

when the Promotional Detail Worksheets are filled in. Manufacturers partnering with more than one retailer,

as well as retailers partnering with more than one manufacturer, must include ALL promotions in a single

Request for Promotional Support Workbook. Promotion types may vary for any promotions included in a

submitted Summary Worksheet. Incomplete Workbooks will not be considered.

Sample POS reports that include sales data by SKU, store location, and date range.

Manufacturer’s and/or Retailer’s overall previous performance history in past Sponsor programs or other

similar utility-Sponsored NCP programs.

Completed Sponsor Program Negotiated Cooperative Promotion RFP Checklist and Signature Form. Please

submit multiple signature pages for each proposed promotion

Completed Marketing Plan for Negotiated Cooperative Promotions, including any special event details and

proposed POP samples or other marketing materials

4.0 PROPOSAL SUBMISSIONS REQUIREMENTS

The deadline for submission of proposals is Friday, October 18, 2013 at 3:00 pm CST.

Please send an electronic copy of your proposal by email to [email protected]. Items that

cannot be sent electronically must be sent as hardcopy. These materials must also be received by Friday,

October 18, 2013 at 3:00 pm CST.

Mailing Address:

Focus on Energy Residential Lighting and Appliance Program

c/o Applied Proactive Technologies

6425 Odana Rd., Suite 15

Madison, WI 53719

Questions regarding this RFP, developing a negotiated cooperative promotion proposal, or other aspects of the

Sponsor’s Programs should be directed to Kate Wesselink at [email protected].

4.1. Terms and Conditions of Submission

10



All proposals, along with all other documentation, submitted in connection with this RFP shall become and will

remain the property of Focus on Energy and will not be returned to Bidder. However, at the end of the bid

evaluation process, all Bidder proposals shall be destroyed except for one proposal which shall be maintained by

the Program Administrator. Copies of successful Bidder proposals will be retained and used during the contract

negotiation and program launch period.

By submitting a proposal pursuant to this RFP, Bidders acknowledge and agree that (a) they will be fully bound

by the terms and conditions of this RFP in submitting their proposals, (b) they have had the opportunity to seek

independent legal and financial advice of their own choosing with respect to this RFP and their proposals, (c)

they have obtained all necessary authorizations, approvals and waivers, if any, required by them as a condition

of submitting their proposals, (d) they are submitting their proposals subject to all applicable laws, (e) they have

not engaged and will not engage in communications with any other Bidder in the RFP concerning the price or

other economic terms contained in their proposals and have not engaged in collusion or other unlawful or unfair

business practices in connection with this RFP. Additional terms and conditions for Focus on Energy contracts

are included in Appendix C.

5.0 SELECTION CRITERIA

Selection and funding of any submitted proposal will be based on:

Ability to provide accurate, complete verifiable store-level sales data – preference will be given to

computerized Point of Sales (POS) data and to those proposers that are able to provide pre and post

promotional activity sales data.

Product Quality: all lighting products must be ENERGY STAR certified and all model numbers must appear

on the current qualified product lists found on the ENERGY STAR website at the start date of the

promotion. All low flow shower heads must be ≤ 1.75 GPM and meet the EPA criteria for WaterSense.

Creative marketing plans, special events that tie in other Sponsor retail based conservation programs at DIY

and mass merchandise stores and/or consumer education plans that support the Sponsor marketing outlined

in this RFP.

Frequency of in store and general media promotions and promotional product placement.

Manufacturer’s and/or Retailer’s overall previous performance history in past Sponsor programs or other

similar utility-Sponsored NCP programs. This history includes, but is not limited to, the ability to provide

SKU level sales data for the proposed promotional period one year prior to the proposed promotion (thus

enabling better program impact analyses).

Proposed product mix – variety/style of CFLs, including specialty products (dimmable, 3-way, reflector,

flood, “covered” product) and a range of product wattages.

Point of Purchase materials and displays used to enhance Sponsor promotions at retail. These materials

should reinforce brand recognition and generate awareness of Sponsor Sponsorship.

11



Existence of any retailer and/or manufacturer Sponsored in-store CFL recycling plan.

Sponsor reserves the right to refuse any proposal or to negotiate the specifics of any submitted promotion,

including funding levels. Incentive funds will be available only upon written confirmation (MOU) from

Sponsor. Bidders should understand that ACTUAL incentive amounts will be based on compliance with the

MOU and performance of the Bidders and are not guaranteed. Sponsor reserves the right to subsequently

reallocate or deny funding of promotions which fail to comply with MOU guidelines or are deemed non-

performing. If Sponsor determines that a promotion partner’s entire MOU allocation will not be exhausted,

Sponsor may consider the partner as non-performing and reallocate funding.

12



Appendix A PROPOSAL CHECKLIST AND SIGNATURE FORM

The following information must be submitted to participate in the Focus on Energy Residential Lighting and

Appliance Program Negotiated Cooperative Promotion (please complete one for each retail partner):

Please indicate the promotion for which you are submitting a proposal.

_____ Markdown Program _____ Instant Coupon Program _____ Other

If applying for the Markdown program, please indicate that the Workbook is completed.

_____ Promotional Support Workbook for Markdown

If applying for the Markdown program, please indicate that the sales data is included.

_____ Samples of store level sales data reports

If applying for the Markdown program, please identify how products will be shipped to retailer partners.

_____ Product will be shipped by manufacturer directly to the each retail location

_____ Product will be shipped to the retailer’s central distribution center for delivery to each retail location.

If applying for the Markdown program, sales data to be provided by:

_____ Manufacturer _____ Retailer

Reimbursement to be paid to: _____ Manufacturer _____ Retailer

Other Items to include:

_____ Product Shipping Schedule _____ Description of Marketing Plan

_____ Manufacturer’s and/or Retailer’s overall previous performance history in past Sponsor programs or other

similar utility-Sponsored NCP programs.

By submitting this Form, I acknowledge that I have executed a Focus on Energy Request for a Manufacturer and

Retailer Negotiated Cooperative Promotion Proposal and that approval of a Proposal is contingent upon my

complying with the RFP requirements. I understand that incentive funding is available only upon written

confirmation (MOU) from the participating sponsors. Incentives per product cannot exceed the wholesale

purchase price. I agree to implement the promotion as described in the MOU upon receipt of written

confirmation. I understand that ACTUAL incentive amounts will be based on compliance with the MOU and

my performance in this promotion are not guaranteed. Sponsor reserves the right to reallocate or deny funding of

promotions which fail to comply with MOU guidelines or are deemed by Sponsor as non-performing. The

Sponsor may refine any selected proposal through subsequent discussions and negotiation with the proposing

party. The Sponsor also retains the right to reject any and all submitted proposals.

Authorized signatures:

Retailer:________________________________ Manufacturer:____________________________________

Print name:_____________________________ Print Name:______________________________________

Date: _________________________________ Date: ___________________________________________

13



Appendix B

MARKETING PLAN FOR PROMOTION

Retailer Name: ________________________ Manufacturer: __________________________

Proposed Start and End date(s) of marketing:

Please provide short narrative of promotion’s theme:

Describe (and provide drafts/samples if available) of all “point of purchase” (POP) marketing to be used in

promotion (check all that apply):

Proposed Type of POP Description

Special Packaging

Shipper displays

Signage

Other:

Describe or provide drafts/samples (if available) in detail the advertising (print and/or broadcast media) to be

used in support of promotion. Please include timetable and frequency of advertising:

OTHER: Please describe any other type of promotional activities (such as “in store” demonstrations, etc):

14



Appendix C

Memorandum of Understanding

For the Mass Markets Portfolio ENERGY STAR® Lighting and Appliances Program

Between

Retailer

and

Manufacturer

and

Shaw Environmental & Infrastructure, Inc., as the

Wisconsin Focus on Energy Program Administrator

MOU # 2014-0XXX

15



Promotion Description:

Retailer (herein referred to as “Retailer”), Manufacturer (herein referred to as “Manufacturer”), and Shaw

Environmental & Infrastructure, Inc., as the Wisconsin Focus on Energy Program Administrator (“Sponsor”),

agree as of this XX day of XXX, 20XX (“Effective Date”) to enter into this Memorandum of Understanding

(“MOU”) to jointly participate in product Mark-down (the “Promotion”) to promote the sale of ENERGY

STAR certified lighting products (“Products”) described in Attachment A through the Retailer’s retail outlets

identified on Attachment A for the time period beginning on January 1, 2014 and ending on December 31,

2014 (“Promotion Term”). The term of this MOU shall run concurrently with the Promotion Term.

ALL of the following stipulations MUST be met by Manufacturer in order for payment from Sponsor to

Manufacturer to take place in connection with the Promotion:

ENERGY STAR Compliance

Ensure that all lighting Products sold as part of the Promotion will comply with the current ENERGY

STAR qualifications and are listed on the ENERGY STAR web-site.

Ensure all Products are labeled with the ENERGY STAR label.

Marketing and Point of Purchase

Guarantee that all Point of Purchase (“POP”) materials and advertising, pertaining to the promotion, are

approved in writing by Sponsor prior to going to print (proposed advertising to be provided in advance

by Manufacturer via email to Applied Proactive Technologies’ (“APT”) main contact listed below.

Execute the detailed marketing plan set forth as Attachment B, Negotiated Marketing Plan, attached

hereto and incorporated herein by reference. Any alterations to the Negotiated Marketing Plan proposed

by Manufacturer must be approved by Sponsor and cleared in advance in writing through the APT main

contact.

Under no circumstances shall any marketing and advertising materials, pertaining to the promotion, be

released or transmitted to the public by Retailer or Manufacturer without approval as contemplated in

this MOU. Failure of Sponsor to provide their written acceptance, as set forth herein, shall not constitute

Sponsor’s approval and acceptance.

Product Guidelines

Limit Product purchases to 12 total bulbs per customer purchase.

Instant coupons, from any other Sponsor sponsored coupon program may not be submitted for any

Product that was sold through this Promotion or any other mark-down promotion, regardless of the sales

date.

Submit any proposed changes to product mix described in Attachment A to the APT main contact for

acceptance and approval.

PAYMENT INFORMATION

Invoices submitted by Manufacturer in order to receive reimbursement in connection with the Promotion

must be submitted to Energy Federation, Inc. (“EFI”) and must be accompanied by and comply with all

of the following:

16



A redemption form cover sheet. This form should provide a summary total for any reimbursement

payments being requested by Manufacturer in connection with the Promotion. It should reference the

MOU number authorizing the use of agreed upon incentives to mark down Product prices as

contemplated herein. It should indicate to what address Manufacturer would like the payment sent, and

it should be signed by an authorized representative of the manufacturer or retailer attesting to the

accuracy of the documents accompanying the form.

A standard invoice from Manufacturer, with an invoice number and invoice date. The invoice must

reference the MOU number authorized numbering conjunction with this MOU, and list the number of

Product units sold and incentive amounts by each Product model. Product models should be identified

by the manufacturer model number and a description. Manufacturer will submit invoices approximately

monthly during the Promotion Period, and payment is due net thirty (30) days from the date of

Manufacturer’s invoice.

All final invoices must be submitted by January 31, 2015. Invoices submitted after January 31, 2015,

will not be processed for payment.

Point of Sale (“POS”) data and the corresponding reimbursement request for products sold must

be submitted to the fulfillment contractor on a monthly basis for each month of the Promotion

Term.

POS data must accompany all submitted Mark-down invoices. The POS report must clearly

indicate that it was generated by the retailer, and should derive from a computerized sales order and

inventory management system. The report must list sales by Product model, by store location, and

by date range. If a retailer cannot provide a computerized POS report, but instead proposes to use

some other method of identifying and reporting sales, such as pre and post promotion inventory

counts, the written approval of Sponsor to do the same must be obtained prior to the commencement

of the Promotion. A copy of the final agreed to sales report must accompany this MOU as

Attachment C before the promotion can begin.

POS sales data for all promotional Products is due by the 20th of every month for the previous

month’s sales. The final date for submission of all sales data to be used to verify Products sold

through the Promotion is January 31, 2015, unless such date is otherwise expressly extended in

writing by Sponsor. Sponsor reserves the right to, from time to time, evaluate and/or measure

Promotion Product sales to determine the effectiveness of the MOU and Retailer’s and or

Manufacturer’s activities in connection with the same. If the retailer and/or manufacturer do not

meet the terms and conditions set forth in this MOU or are incapable of selling Product in a manner

that is consistent with the Promotion’s goals (as determined by Sponsor), Sponsor reserves the right

to reallocate funding for the Promotion and to terminate this MOU. Sponsor will provide fourteen

days written notice prior to termination. Sponsor agrees to pay the incentives as specified in

Attachment A on qualified products sold prior to the date of termination. Store sales reported must

be NET sales for the report period, rather than simply YTD or Promotion-to-date figures.

Product Mark-downs are to run for the Promotion Term or until total funding has been exhausted. POS

reports supporting invoice payment requests should clearly indicate period beginning and ending dates,

and these dates should correspond with, or fall within, the Promotion Term start and conclusion dates

defined in this MOU. If extensions of the Promotion are requested by Manufacturer, such extensions

must be agreed to in advance in writing by Sponsor, which written authorization, if received, must be

provided promptly by Manufacturer to EFI.

17



POP Logos and Language:

The Sponsor logo must be added to all materials and advertising approved for use pursuant to this MOU

(except for pre-printed, stock product packages) but shall only be used in the form and format as such

logos are provided for use by Sponsor.

Sponsor will provide logo and brand standards at the request of the Retailer and/or Manufacturer.

Retailer and Manufacturer acknowledge and agree that Sponsor is the lawful owner of all right, title and

interest in and to their respective names and logos and that neither Retailer nor Manufacturer will at any

time dispute or contest, directly or indirectly, Sponsor’s exclusive right and title to, and validity of, its

respective name and logo. Retailer and Manufacturer agree to take no action inconsistent with

Sponsor’s ownership of its respective name and logo or that is likely to subject Sponsor to claims by

third parties or potential loss of any rights therein, and agrees and acknowledges that its use of the

Sponsor name and logo inures to the benefit of Sponsor. Sponsor hereby grants Manufacturer the right

to use their name and logo in connection with the Promotion pursuant to the terms and conditions

contained in this MOU. The right to use such names and logos as set forth herein shall be concurrent

with the term of this MOU and any and all such rights shall terminate upon termination of this MOU for

any reason. Manufacturer acknowledges that maintaining a high standard of quality for the Promotion

materials bearing the Sponsor name and logo and maintaining the goodwill associated with such names

and logos are of substantial importance to Sponsor. Retailer and Manufacturer therefore agree that all

materials to be use in connection with the Promotion shall be submitted for review by Sponsor as set

forth in this MOU.

OTHER:

Limited Liability

Sponsor’s total liability under this MOU shall be limited to paying the promotional fees as set forth herein but

only if and as such promotional fees become due and payable pursuant to the terms and conditions set forth in

this MOU and provided that Retailer and Manufacturer have complied with all of the terms and conditions

contained in this MOU.

Indemnity

Each of Retailer and Manufacturer shall indemnify, defend and save harmless Sponsor and its officers, directors,

representatives, shareholders, employees, affiliates, agents, and successors from and against any and all

damages, losses, liabilities, claims, lawsuits and expenses (including reasonable attorney's fees) arising out of or

resulting from (i) such party’s performance of its obligations under this Agreement (including actions or

omissions of such party in connection with this Agreement), (ii) failure of the Products to comply with any and

all warranties applicable to them, or (iii) any and all claims based on product liability with respect to the

Products including but not limited to any Product defects, deficiencies or nonconformities, Product design and

manufacture, or the storage and handling of the Products.

Retailer and Manufacturer hereby expressly agrees to protect, defend, hold harmless and indemnify Sponsor

and its officers, directors, representatives, shareholders, employees, affiliates, agents, and successors from and

against any liability, claim, damage, cost or expense (including reasonable attorney’s fees) whether during or

after the term of this MOU, arising out of or resulting from any actions alleging or determinations made that the

Products infringe any issued patent, or that any of the Products infringe any copyright, trade secret, or any other

intellectual property rights of any third party.

18



Miscellaneous

This MOU embodies the entire agreement and conditions relating to the subject matter hereof. This MOU may

only be amended or modified by an instrument in writing duly executed by the parties hereto. Changes to the

Promotion Term and/or Attachment A may be communicated by Sponsor via a “Notification of Program

Change” document. Changes identified on this document will become effective on the specified Effective date

as the document’s receipt is acknowledged by Manufacturer.

This MOU shall be governed and construed in accordance with the laws of the State of Wisconsin. The waiver

by a Party of a breach or provision of this MOU shall not operate or be construed as a waiver of any subsequent

breach by any of the parties hereto. This MOU shall be binding upon and inure to the benefit of the parties

hereto and their respective heirs, executors, administrators, successors and assigns. The relationship of the

parties is that of independent contractors. None of the provisions of this Agreement is intended to create nor

will be construed to create an agency, partnership or employment relationship among or between the parties. No

party, nor any of its respective officers, members, or employees, will be deemed to be the agent, employee, or

representative of the other parties. The provisions contained in this MOU which by their nature or effect are

required or intended to be observed, kept or performed after expiration or termination of this MOU shall survive

termination of this MOU and continue to bind the parties.

19



MAIN CONTACTS FOR PROMOTION

Kate Wesselink

Applied Proactive Technologies, Inc.

[email protected]

608-467-2440

866-602-3442 fax

EFI PAYMENT/REIMBURSEMENT SUBMISSION INFORMATION

Focus on Energy Program

Attn: EFI NCP

40 Washington St, Suite 2000

Westborough, MA 01581

508-870-2277 x 4515

[email protected]

In witness whereof, the parties have caused this MOU to be signed by their respective duly authorized

representatives.

Shaw Environmental & Infrastructure, Inc., as the Wisconsin Focus on Energy Program Administrator

Signature

Date

Print Name

Title

Phone #

Email

Retailer

Signature

Date

Print Name

Title

Phone #

Email

Manufacturer

Signature

Date

Print Name

Title

Phone # Email

mailto:[email protected]

20



Attachment A, Negotiated Promotion Detail Worksheet

MFG: Manufacturer

Retailer: Retailer

Current allocated funding for this promotion:

SPONSOR ALLOCATED FUNDING / CAP

Shaw Environmental & Infrastructure, Inc., as the Wisconsin Focus

on Energy Program Administrator $ XX,XXX.XX

Participating Store Locations:

Store

Number Address City State Zip

21



Attachment A continued, Negotiated Promotion Detail Worksheet

MFG: Manufacturer

Retailer: Retailer

Funding Worksheet

Type

Model

# Watt Description

Rated

Life (in

hours)

Number of

Packages

# of

Bulbs

per

Pack

Manufacturer

Incentive Request of

Sponsor /pkg

Target

Retail

Pricing

/pkg

Total #

of

Bulbs

Total Requested

Sponsor

Contribution for

Product

Standard

Standard

Standard

Standard

Total Standard

Specialty

Specialty

Specialty

Specialty

Total Specialty

Total All Products

22



Attachment B: Negotiated Marketing Plan

MFG: Manufacturer

Retailer: Retailer

Insert Marketing Plan.

23



Attachment C: Example of Agreed Upon Sales Report

MFG: Manufacturer

Retailer: Retailer

Documents

Residential Lighting and Appliance Program - Focus on Energy