GMMS 1012-1
USA 11-95
CHEV 05/31/94 CHEVROLET [LOGO]
DEALER SALES AND SERVICE AGREEMENT
In reliance upon the Agreement by the parties to fulfill their respective
commitments, this Agreement, effective OCTOBER 13, 1998, is entered into by
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General Motors Corporation, Chevrolet Motor Division ("Chevrolet"), a
Delaware Corporation and
CAMP AUTOMOTIVE, INC. , a
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Dealer Firm Name
[x]DELAWARE corporation, incorporated on APRIL 13, 1961;
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[ ]proprietorship;
[ ]partnership;
[ ]other - specify ---------------------------------------------
doing business at ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
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SPOKANE, WASHINGTON 99207-2220 ("Dealer").
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OVERVIEW AND PURPOSE OF THE
CHEVROLET DEALER SALES AND SERVICE AGREEMENT
The principle purposes of this Agreement are to:
A. Authorize the Dealer to sell and service Chevrolet products and
to represent itself as a Chevrolet Dealer.
B. Provide a framework within which Dealer and Chevrolet may
accomplish their mutual objectives.
C. Provide a means whereby Chevrolet and Dealer may identify specific
sales, CSI, facility and other requirements by which Dealer's performance
under this Agreement may be evaluated.
D. Identify other commitments, rights and responsibilities of
Chevrolet and Dealer.
Achieving Chevrolet's vision of market leadership while exceeding customer
expectations in selling and serving Chevrolet products is dependent in a
large part upon the maintenance of a quality network of authorized Dealers.
Since Dealer represents Chevrolet to the public, it is fundamental to the
success of Chevrolet that Dealer maintain its operations facilities and
business methods in a manner which will support the Chevrolet Dealer
Agreement. Chevrolet will conduct its operations and provide assistance, as
practicable within the scope and terms of this Agreement, to assist Dealer to
accomplish the requirements of this Agreement and the Chevrolet vision.
Chevrolet will from time to time provide instructions, programs, requirements
and suggestions developed in accordance with this Agreement to both
supplement the Agreement and assist Dealer and Dealer network.
Chevrolet's vision is to be America's automotive leader providing Total
Customer Enthusiasm through:
- Empowered people,
- Exceptional products,
- Excellent purchase and ownership experience,
providing outstanding value and a superior return on investment for
all stakeholders.
GMMS 1012-3
USA 11-95
CHEV 05/31/94
FOURTH
Chevrolet and dealers recognize that the decisions made by Chevrolet Motor
Division directly impact the business and livelihood of its Dealer Body as
well as the ultimate satisfaction of its customers. Chevrolet, in accord with
members representing the Chevrolet dealer body, seek to enhance its decision
making process by establishing certain methods for the inclusion of the
collective Dealer Body input in all are as directly affecting our mutual
business concerns. The forum for this is generally provided through three
principle processes: The National Dealer Council, The National Dealer Council
Work Teams, and The Partnership Council.
A. NATIONAL DEALER COUNCIL
The purpose of the National Dealer Council is to establish a forum for
Chevrolet and its dealers to partner in determining Chevrolet's future
direction and strategies. Council members will participate in work teams and
other joint policy-making groups affecting our business. Much progress has
been made as a result of the National Dealer Council involvement, and
Chevrolet is committed to ensuring that this avenue continues.
- The National Dealer Council will consist of elected Chevrolet dealer
representatives from each Zone and serve a three year term. A dealer
operator must have at least three years experience as a Chevrolet dealer
and be involved in the day to day operations of the dealership business
in order to qualify for election.
- Council representatives will communicate with the dealer body in the
Zone they are representing by providing feedback on dealer council
activities and informing the Dealer Council and Chevrolet of dealer
body concerns.
- Dealer Council formally convenes up to three times a year. Individual
Council members may be asked to attend additional meeting throughout the
year in connection with their team assignments. Dealer Council members
will serve on work teams and participate in the decision making process
with Chevrolet Motor Division.
- Any training deemed necessary by the National Dealer Council to assist
in fulfilling their responsibilities will be provided by Chevrolet.
B. NATIONAL DEALER COUNCIL WORK TEAMS
National Dealer Council representatives, Chevrolet/GM management, and
Chevrolet Dealers will serve jointly on work teams which are created to focus
on issues of mutual concern to dealers and Chevrolet. The work teams will
utilize the consensus decision making process to achieve a best value
decision depending on the defined role of each group and the requirements of
each issue under consideration.
- Work teams will cover areas such as: Dealer Organization, Education and
Training, Product, Service/Parts, Distribution, Sales/Financial,
Marketing, and Total Customer Enthusiasm. The National Dealer Council
and Chevrolet may establish, change or discontinue teams as deemed
necessary.
- Dealers may serve on a work team for up to a three year term. Meetings
will take place on an as needed basis through phone conversations, fax
system, or in person.
C. PARTNERSHIP COUNCIL
The responsibility of the Partnership Council is to coordinate work team
structures and activities of the National Dealer Council. The Partnership
Council is comprised of an equal number of Chevrolet Dealer Council members
and Chevrolet representatives which operate as a policy making body. The
Partnership Council will also address issues from the National Dealer Council
and inform the necessary work teams as needed.
GMMS 1012-5
USA 11-95
CHEV 05/31/94
SEVENTH
d) Software:
From time to time during the term of this Agreement, GM will make available
to Dealer certain information, data, software or firmware ("software")
electronically, incorporated into tools or other products or by other means.
This Software may be owned outright by GM, or jointly with, or wholly by, a
GM affiliated company or authorized supplier. Dealer agrees to limit its use
of the Software to Dealership Operations and comply with any other
restrictions on its use.
TRAINING
EIGHTH
Chevrolet will from time to time provide training which Chevrolet believes
will enhance Dealers ability to meet the requirements of the Dealer
Agreement. Dealer will, to the extent practicable, participate in that
training. Further, Chevrolet will on occasion designate certain training that
will be required in accordance with Article 8 of the additional provisions.
Dealer agrees that it will participate in any training so designated.
Decisions on training requirements will be determined in accordance with
Paragraph Fourth of this agreement.
DEALER IDENTIFICATION, IMAGE AND FACILITIES
NINTH
Dealer and Chevrolet recognize that the appearance, signs, environment and
quality of Dealer's facility have significant impact on Chevrolet products
and Dealer. Dealer, therefore, agrees that its dealership premises will be
properly equipped and maintained, and that the interior and exterior retail
environment and signs will comply with reasonable requirements Chevrolet will
establish to promote and preserve the image of Chevrolet and its Dealers.
Decisions on any material changes to the image, sign and/or dealership
facility requirements will be determined in accordance with Paragraph Fourth
of this agreement.
DISPUTE RESOLUTION
TENTH
Chevrolet recogonizes that the mutual respect, trust and confidence which has
been the cornerstones of Chevrolet-Dealer relations are essential to
accomplishing the objectives of this Agreement. While the relationship
between Chevrolet and Dealer is a very positive one, Chevrolet recognizes
that from time to time there may be disagreements between Chevrolet and
Dealer concerning rights and obligations arising under this Dealer Agreement.
It is contemplated that most disagreements that may arise between Dealer and
Chevrolet will be resolved through discussion between Dealer and Chevrolet
field management. In fact, Dealer is strongly encouraged to discuss and to
resolve any differences through the local field office, the Chevrolet entity
most familiar with Dealer and its operations. However, in those instances
where a disagreement between Dealer and Chevrolet cannot be resolved, Dealer
may choose to seek review through the Dispute Resolution Process, which
provides for senior sales management review and Binding Arbitration. This
process is always voluntary on the part of Dealer and is voluntary on the
part of Chevrolet except as provided in the details of the. Dispute
Resolution Process as set forth in a separate booklet (GMMS-1019).
BUSINESS MANAGEMENT RESPONSIBILITY
ELEVENTH
If Dealer is an authorized Dealer for more than one division of General
Motors, Chevrolet will be primarily responsible for administering the
provisions of the Dealer Agreements relating to the Dealer Statement of
Ownership, dealership location and premises addendum and capital standard
addendum. Chevrolet will execute or extend those documents for all divisions.
GMMS 1033
USA 11-90
DNPS 3/22/90 MULTIPLE DEALER OPERATOR ADDENDUM
TO
GENERAL MOTORS CORPORATION
DEALER SALES AND SERVICE AGREEMENT
This Multiple Dealer Operator ("MDO") Addendum executed by General Motors
Corporation is effective as of OCTOBER 13, 1998
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General Motors Corporation, acting in reliance upon the information provided
by Dealer, agrees with Dealer as follows:
1. General Motors, at the request of Dealer, approves ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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as the Multiple Dealer Operator of Dealer based upon representations by
Dealer that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ has majority ownership and voting control of
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Dealer and will continue to do so for the term of this Dealer Agreement.
2. Dealer has executed a "Successor Addendum" identifying a replacement
Dealer Operator acceptable to General Motors in the event of the death or
incapacity of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. Dealer will continue the existing Successor
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Addendum, or some other Successor Addendum acceptable to General Motors, in
effect during the full term of this Dealer Agreement.
3. General Motors, at the request of Dealer, approves ▇▇▇▇▇▇ ▇. ▇▇▇▇ as the
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Executive Manager ("EM") of Dealer based upon the representations made
in the Executive Manager Application and related documents. General Motors
also relies on representations by Dealer that the EM has the managerial
authority and responsibility to conduct all day-to-day dealership
operation.
4. The personal qualifications of ▇▇▇▇▇▇ ▇. ▇▇▇▇ as Executive Manager are a
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valuable consideration upon which General Motors enters this Dealer
Agreement. Dealer will not replace its Executive Manager without a prior
written request to and written approval from General Motors.
5. Failure of Dealer to retain an Executive Manager approved by General
Motors will constitute a failure of performance and material breach of this
MDO Addendum and the Dealer Agreement. Such failure will constitute good
cause for termination of the Dealer Agreement.
6. The terms of this Addendum constitute the only agreement between the
parties, either oral or written, regarding either the Multiple Dealer
Operator or Executive Manager of Dealer.
This MDO Addendum may be terminated at any time by written agreement between
General Motors and Dealer. It will automatically expire upon termination or
non-renewal of the Dealer Agreement. This Addendum cancels, replaces, and
supersedes any previous MDO Addendum executed by Dealer and General Motors
for this dealership location. The terms of this Addendum are in addition to
the terms contained in the Dealer Agreement.
CAMP AUTOMOTIVE, INC.
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Dealer Firm Name
SPOKANE, WASHINGTON
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City, State
By /s/ CHEVROLET MOTOR DIVISION
-------------------------------------- GENERAL MOTORS CORPORATION
Signature Date
By By /s/
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Signature Date ZONE MANAGER
GLOSSARY: THE TERMS BELOW, AS USED BY THE PARTIES TO THIS MDO ADDENDUM, ARE
DEFINED AS INDICATED:
1. "Multiple Dealer Operator" - the person so designated is the
majority owner of Dealer recognized as a Dealer Operator in more than one
General Motors Dealer company, whether or not that person is also the
Executive Manager of Dealer. The "MDO" is responsible for the overall
management of Dealer and compliance with the Dealer Agreement.
2. "Executive Manager" - the person so designated is personally responsible
for the day-to-day management of Dealer operations and compliance with the
Dealer Agreement. The "EM" has no management responsibilities at any
other Dealer company.
GSD 206
USA 11-90
DNPS 4/06/90 CHEVROLET MOTOR DIVISION
MOTOR VEHICLE ADDENDUM
TO
GENERAL MOTORS CORPORATION
DEALER SALES AND SERVICE AGREEMENT
CAMP AUTOMOTIVE, INC.
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Dealer Firm Name
SPOKANE, WASHINGTON
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City, State
Effective OCTOBER 13, 1998, Dealer, as an authorized Chevrolet dealer, has a
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non-exclusive right to buy the following new Motor Vehicles marketed by
Chevrolet Motor Division of General Motors Corporation, subject to the terms
listed on the reverse side of this addendum. As long as dealer continues to
comply, Chevrolet will process dealer's orders in accordance with established
procedures.
PASSENGER CARS
CAMARO, CAVALIER, CORVETTE, IMPALA, LUMINA, MALIBU, METRO,
MONTE CARLO, PRIZM
LIGHT DUTY TRUCKS
ASTRO, BLAZER, C 3500 HD, C/K 1500-3500,
CHEVY EXPRESS CARGO VAN, CHEVY EXPRESS PASSENGER VAN,
P MODELS (P12, P32, P42), S-10, SILVERADO, SUBURBAN,
TAHOE, TRACKER, VENTURE
This Motor Vehicle Addendum shall remain in effect unless and until
superseded by a new Motor Vehicle Addendum furnished Dealer by Chevrolet.
This Motor Vehicle Addendum cancels and supersedes any previous Motor Vehicle
Addendum furnished Dealer by Chevrolet.
CHEVROLET MOTOR DIVISION
ACKNOWLEDGED General Motors Corporation
By /s/ By
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Dealer Date Signature Date
/s/
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ZONE MANAGER
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General Sales & Service Manager
(Dealer should file this Motor Vehicle Addendum with Dealer's current Dealer
Agreement.)
GSD 206K
USA 11-90
DNPS 6/01/90
CHEVROLET MOTOR DIVISION
MOTOR VEHICLE ADDENDUM
TO
GENERAL MOTORS CORPORATION
DEALER SALES AND SERVICE AGREEMENT
CAMP AUTOMOTIVE, INC.
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Dealer Firm Name
SPOKANE, WASHINGTON
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City, State
Effective OCTOBER 13, 1998, Dealer, as an authorized Chevrolet dealer, has a
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non-exclusive right to buy the following new Medium Duty Truck Motor Vehicles
marketed by Chevrolet Motor Division of General Motors Corporation:
C6H SERIES CONVENTIONAL CAB/CHASSIS,
C7H SERIES CONVENTIONAL CAB/CHASSIS,
P6 SERIES FORWARD CONTROL CHASSIS
This Motor Vehicle Addendum shall remain in effect unless cancelled or until
superseded by a new Motor Vehicle Addendum furnished Dealer by Chevrolet.
CHEVROLET MOTOR DIVISION
General Motors Corporation
By /s/
-----------------------------------
Signature Date
-----------------------------------
ZONE MANAGER
(Dealer should file this Motor Vehicle Addendum with Dealer's current Dealer
Agreement.)
GSD 206M
USA 11-90
DNPS 2/01/96
CHEVROLET MOTOR DIVISION
MOTOR VEHICLE ADDENDUM
TO
GENERAL MOTORS CORPORATION
DEALER SALES AND SERVICE AGREEMENT
CAMP AUTOMOTIVE, INC.
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Dealer Firm Name
SPOKANE, WASHINGTON
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City, State
Effective OCTOBER 13, 1998, Dealer, as an authorized Chevrolet dealer, has a
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non-exclusive right to buy the following new Medium Duty Track Motor Vehicles
marketed by Chevrolet Motor Division of General Motors Corporation:
TILT CAB - T5500, T6500, T7500 AND T8500 SERIES
This Motor Vehicle Addendum shall remain in effect unless cancelled or until
superseded by a new Motor Vehicle Addendum furnished Dealer by Chevrolet.
This Motor Vehicle Addendum cancels and supersedes any previous Motor Vehicle
Addendum furnished Dealer by Chevrolet relating to T-Series Vehicles.
CHEVROLET MOTOR DIVISION
General Motors Corporation
By /s/
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Signature Date
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ZONE MANAGER
(Dealer should file this Motor Vehicle Addendum with Dealer's current Dealer
Agreement.)
GMMS 1006
USA 11-90
DNPS 5/01/90
SUCCESSOR ADDENDUM
TO
GENERAL MOTORS CORPORATION
DEALER SALES AND SERVICE AGREEMENT
This Successor Addendum is effective OCTOBER 13, 1998 and is executed
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pursuant to the provisions of Article 12.1 of the current Dealer Agreement in
effect between the undersigned Dealer and Division of General Motors.
On the basis of the information provided by Dealer, in connection with the
Request for Execution of Successor Addendum, Division and Dealer Agree that:
1. Subject to paragraphs 2 and 3 below, the proposed dealer operator(s)
for purposes of designating and establishing a proposed successor
dealer as provided in Article 12.1 of the Dealer Agreement shall be
▇▇▇▇▇ ▇▇▇▇▇▇
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2. If more than one current Dealer Operator is named in 1 above,
a. the remaining Dealer Operator alone shall have the right to
designate a proposed successor dealer, or [ ] Yes
b. all of the preposed dealer operators who remain or survive,
including the remaining Dealer Operator, shall acting together
have such rights, [ ] Yes
3. The following person(s), if any, shall be proposed owner(s)
(indicate "none", if applicable):
NONE
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4. Dealer may cancel an executed Successor Addendum at any time
prior to the death of any party named as Dealer Operator in Paragraph
THIRD of this Agreement. General Motors may cancel an executed
Successor Addendum only if the proposed dealer operator no longer
complies with the requirements of Article 12.1.1. The parties may
execute a new and superseding Successor Addendum by mutual agreement.
If Division has previously notified Dealer that it does not plan to
continue Dealership Operations at the Dealership Location, Division
shall have no obligation to execute a Successor Addendum, except
for a renewal of an existing Successor Addendum with the same proposed
dealer operator provided Dealer and the Proposed Dealer Operator
comply with the requirements of Article 12.1.1.
5. This Addendum shall become null and void upon the execution of a
new Dealer Agreement by Dealer and Division.
6. This Successor Addendum cancels and supersedes any previous
Successor Addendum between the parties.
CAMP AUTOMOTIVE, INC.
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Dealer Firm Name
SPOKANE, WASHINGTON
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City, State
CHEVROLET MOTOR DIVISION
General Motors Corporation
By /s/ By
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Signature and Title Date ZONE MANAGER Date
The undersigned, as all Dealer Operator(s) and Owner(s) of Dealer, hereby
individually signify their concurrence with the above agreements and waive
any rights in conflict with the above agreements they may have or acquire
under either the Dealer Agreement or applicable law.
/s/
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Date Date
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Date Date
