EXHIBIT 10.6.4
FORD MOTOR COMPANY
IMPORTED VEHICLE SALES AND SERVICE AGREEMENT
Oakland DISTRICT AGREEMENT made as of the 2nd day of July, 1984, by and
between Lithia Motors, Inc. Corporation, Oregon, doing business as Lithia
Toyota, Lincoln-Mercury and with a principal place of business at ▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Dealer"), and Ford
Motor Company, a Delaware corporation with its principal place of business at
Dearborn, Michigan (hereinafter called "Company")
PREAMBLE
The purpose of this agreement is to establish the Dealer as an authorized
dealer for the sale and service of the new IMPORTED VEHICLES (as herein defined
and designated to the Dealer), and parts and accessories therefor, offered to
the Dealer by the Company, and to set forth the responsibilities of the Company
in selling those products to the Dealer and of the Dealer in reselling and
providing service for them within the framework of a franchised dealer system.
The purpose of this preamble is to assist in understanding those
responsibilities in the light of the nature of the Company's business in
imported products, the franchised dealer system, and the interdependence among
the Company, the dealer and the public.
The Company and its dealers in imported products can succeed only if an
adequate supply of their products is made available to consumers at prices they
are willing and able to pay and prompt, reliable and efficient sources for
service and replacement parts are provided. To achieve these results, the
Company and its suppliers must schedule production and importation and build up
warehouse stocks of vehicles and parts and accessories therefor in substantial
quantities far in advance of receipt of actual orders. These production and
importation schedules are generally set at least six months in advance based
upon its and the best estimates available of the current and future market for
each product. If the estimated sales volume for any product is not realized,
the Company suffers because of commitments already made, and the costs of
distributing that product are increased. If the dealers' actual orders for any
product are different or higher than estimated, the Company and the dealers both
suffer loss of profits because of insufficient supply.
In the opinion of the Company, franchised dealers, each responsible for
representation of designated imported products in a market area, are usually
best able to sell such products in the necessary volumes and provide
[TEXT MISSING]
IN CONSIDERATION of the mutual agreements and acknowledgements herein made,
the parties agree as follows:
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A. DEFINITIONS. As used herein:
1. "IMPORTED VEHICLES" shall mean the makes, lines and models of automotive
vehicles designated in paragraph I hereof, and such other or additional makes,
lines or models as the Company may designate in writing to the Dealer from time
to time, made by one or more foreign sources and from time to time imported into
the United States from countries other than Canada, and offered for sale by the
Company to the Dealer for resale.
2. "GENUINE NEW PARTS" shall mean parts, equipment and accessories distributed
by the Company for IMPORTED VEHICLES and "IMPORTED PRODUCTS" shall mean IMPORTED
VEHICLES and GENUINE NEW PARTS.
3. "DEALER PRICE" shall mean the price to the Dealer established by the
Company from time to time for each IMPORTED PRODUCT f.o.b. Company warehouse
before deduction of any cash or other discount and as the Company may establish
from time to time, either inclusive or exclusive of any dealer holdback deposit
or any charge for taxes, import handling or advertising.
4. "DEALER'S LOCALITY" shall mean such locality as may be designated by the
Company from time to time as the area of the Dealer sales and service
responsibility for IMPORTED VEHICLES.
B. APPOINTMENT. Subject to the provisions of this agreement, the Company
appoints the Dealer as an authorized dealer at retail in IMPORTED VEHICLES and
at retail and wholesale in other IMPORTED PRODUCTS. The Dealer accepts such
appointment and agrees to fulfill the responsibilities of such a dealer as
herein provided.
C. AGREEMENT TO PURCHASE AND SELL. Subject to the provisions of this
agreement, the Dealer shall purchase IMPORTED PRODUCTS from the Company, and the
Company shall make reasonable efforts to supply and sell the same to the Dealer,
in sufficient quantities to enable him to fulfill his responsibilities
hereunder.
D. STANDARD PROVISIONS PART OF AGREEMENT. Ford Motor Company's Imported
Vehicle Sales and Service Agreement Standard Provisions (Form LM-8137a), a
duplicate original of which is attached to the Dealer's copy hereof, have been
read and agreed to by each party, and such Standard Provisions and any duly
executed and delivered supplement or amendment thereto, are hereby made a part
of this agreement as if here set forth in full.
E. AUTHORIZED COMPANY PERSONNEL The Dealer acknowledges notice that (i)
this agreement shall bind the Company when it bears the facsimile signature of
the Vice President and General Manager or the General Manager of the Lincoln-
Mercury Division of the Company, and the manual countersignature of the General
Sales Manager, Market Representation Manager, or a Regional or District Sales
Manager, of the Lincoln-Mercury Division of the Company, and a copy thereof is
delivered personally or by mail to the Dealer or the Dealer's principal place of
business, (ii) no one except the Vice President and General Manager, or the
General Manager, General Sales Manager, or Market Representation Manager of the
Lincoln-Mercury Division of the Company, or the Secretary or an Assistant
Secretary of the Company, is authorized on behalf of the Company to
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make or execute any other agreement relating to the subject matter hereof, or in
any manner to modify the terms of this agreement, and they only by an instrument
in writing, and (iii) no one except such Vice President and General Manager, or
the General Manager, Secretary or Assistant Secretary is authorized to terminate
this agreement on behalf of the Company, and they only by an instrument in
writing.
F. DEALER PERSONNEL. This agreement has been entered into by the Company
in reliance (i) upon the representation and agreement that the following
person(s), and only the following person(s), shall be the principal owners of
the Dealer:
PERCENTAGE
NAME HOME ADDRESS OF INTEREST
---- ------------ -----------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇. 62.5%
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇. 37.5%
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