DIRECT LEASING PLAN DEALER AGREEMENT
Subject to the terms of the GMAC Direct Leasing Plan ("Plan") as set forth
below, General Motors Acceptance Corporation
(GMAC) hereby appoints Major Fleet & Leasing Corp. ("Dealer") to arrange leasing
transactions between GMAC and third parties ("Lessees") and Dealer agrees to
make such arrangements.
1. Eligible Vehicles: New passenger cars and light trucks up to 15,000 pounds
GVW which are listed (including options) in the Residual Value Lease
Guide. Vehicles which will be sub-leased or rented are not eligible.
2. Eligible Lessees: Credit-worthy individuals and businesses.
3. Eligible Leases: Closed-end leases with terms not to exceed forty-eight
months. Maintenance leases are not eligible. GMAC will provide all lease
agreements and other necessary forms.
4. Insurance: Unless otherwise approved by GMAC, leased vehicles must be
covered with primary bodily injury and property damage insurance with
minimum limits of $100,000/300,000/50,000 or a combined single limit of
$300,000 and physical damage coverage with deductibles not to exceed $500
for collision and $250 for comprehensive. Such coverages must be
maintained for the term of the lease through a carrier acceptable to GMAC
which is licensed in the state where the vehicle is garaged. Appropriate
evidence of such coverages must be provided to GMAC. Such coverages must
name GMAC as "Additional insured" and loss payee. GMAC will maintain
contingency and excess bodily injury and property damage coverage with a
combined single limit of $10,000,000. Such coverage will also protect
Dealer as attorney-in-fact for GMAC.
5. Dealer Compensation: Dealer compensation will consist of (i) Dealer's
xxxx-up on the vehicle and Dealer-installed options as limited in
Paragraph 8(f), and (ii) any additional amount as announced from time to
time by GMAC.
6. Lease Pricing: Dealer agrees that the lease will be priced utilizing the
vehicle residual value factor which is listed in the Residual Value Lease
Guide published by Automotive Lease Guide for the model and make of
vehicle leased (including options). Dealer may, however, with prior GMAC
approval, establish a higher residual value. In these instances, GMAC may
withhold the difference from payment to the Dealer for the vehicle and
Dealer will be responsible for any loss sustained by GMAC as a result of
early termination or termination at scheduled maturity up to the amount of
the difference between the two residuals.
7. GMAC's Responsibility: GMAC will consider all transactions submitted to it
by Dealer and will be responsible for:
(a) Checking credit of proposed Lessees after receiving Lessee Statement
from Dealer;
(b) Promptly notifying Dealer as soon as possible as to whether or not
the transaction is acceptable as submitted;
(c) Purchasing the vehicle from the Dealer if GMAC accepts the
transaction;
(d) Endeavoring to advise Dealer of the impending maturity of a lease at
least sixty days before the end of the term.
8. Dealer's Responsibilities: The Dealer will be responsible for
(a) Promoting the Plan;
(b) Submitting Lessee Statements to GMAC which have been completed and
signed by prospective Lessees;
(c) Obtaining and Submitting to GMAC evidence of apPropriate insurance
coverage documented on the prescribed form supplied by GMAC.
(d) Preparing the lease agreements and other necessary forms and,
following approval of the transaction by GMAC, having them executed
by the Lessee;
(e) Executing the lease agreements for GMAC under a limited power of
attorney;
(f) Providing vehicles for purchase by GMAC which are to be leased under
the Plan at a cost not to exceed 110% of the Manufacturer's
Suggested List Price. In addition, Dealer-installed options,
acceptable to GMAC, may be included at a xxxx-up price not to exceed
suggested retail price, provided a used vehicle guidebook normally
used by GMAC indicates the wholesale value of the vehicle is
increased by installation of such options. For Dealer-installed
options on which there is no suggested retail price, the retail
price will be Dealer cost plus xxxx-up, not to exceed 20% of the
Dealer's cost of such options. if any equipment has been removed
from the vehicle, the maximum purchase price is to be reduced by an
amount equal to the suggested retail price of such items.
(g) Registering and titling vehicles in GMAC's name;
(h) Receiving and inspecting vehicles returned from lease and completing
a vehicle condition report, supplied by GMAC, in the presence of the
Lessee and obtaining the Lessee's signature on the bottom of the
report acknowledging the condition of the vehicle. Further, Dealer
will, at GMAC's option, provide GMAC safe storage of returned lease
vehicles at no charge for a period not to exceed 30 days. Dealer is
not required to provide primary insurance coverage on stored
vehicles; however, if a vehicle is damaged while in possession of
Dealer, Dealer is required to document the facts relating to the
damage. If a dealership employe is-responsible for the damage,
Dealer is required to file a claim under the garage-keepers legal
liability insurance policy.
(i) Indemnifying GMAC for any action of Dealer outside the scope of
Dealer's authority under the Plan which results in a loss to GMAC;
and
(j) Accepting -an assignment of the lease and repurchasing the vehicle
from GMAC for the residual value as determined at the inception of
the lease plus the unpaid rentals (adjusted to extract unearned
money costs) and any other amounts owing under the lease if there is
a default under the lease resulting from any material
misrepresentation made on the Lessee Statement or in the insurance
verification provided.
Dealer will have no other responsibility other than that outlined above and in
Provision 6 unless Dealer takes Lessee out of the leased vehicle prior to lease
maturity. In those instances, Dealer will be obligated to purchase the vehicle
by paying GMAC an amount equal to the higher of the Fair Market Value as defined
in the lease agreement or the Lessee's early termination liability as defined in
the Option To Purchase and Early Termination and Default Provisions of the lease
agreement covering the leased vehicle. If, however, Dealer takes Lessee out of
the lease prior to lease maturity, and Lessee, within seven (7) days of
returning the leased vehicle, enters into a new Direct Leasing Plan lease with
Dealer, Dealer's purchase price will be an amount equal to the higher of
Lessee's early termination liability less any termination penalties as specified
in the lease agreement or the wholesale value from a guidebook selected by GMAC.
The wholesale value established will be the "clean" or "average" value of a like
vehicle including options and with the mileage that would have accrued if the
vehicle had been operated in accordance with the mileage provision of the lease.
9. Dealer's Option To Purchase Leased Vehicle: If Lessee does not purchase
the leased vehicle at scheduled termination of the lease, Dealer has the
option to purchase the vehicle. The price shall be the residual value as
stated in the lease, if within seven days from the date Lessee returns the
leased vehicle, Lessee enters into a new Direct Leasing Plan lease with
GMAC. If Lessee does not enter into a new Direct Leasing Plan lease with
GMAC, the Dealer purchase price will be the wholesale value as determined
by the used vehicle guidebook utilized by GMAC.
10. Tax Benefits: All tax benefits of vehicle ownership will accrue to and be
retained by GMAC.
11. Miscellaneous Provision:
(a) The terms of this Agreement shall not be waived, altered modified,
amended or supplemented except by a written Instrument sinned by
GMAC and Dealer.
(b) This Agreement shall terminate any Direct Leasing Plan Dealer
Agreement presently in effect between General Motors Acceptance
Corporation and/or GMAC Leasing Corporation and Dealer. Such
termination shall not affect the rights and responsibilities of
either party in respect to vehicles already leased thereunder.
(c) This Agreement may be terminated by either party upon written notice
to the other. Such termination shall not affect the rights and
responsibilities of either party in respect to vehicles already
leased hereunder.
(d) Any provision of this Agreement which may be prohibited by law or
unenforceable shall be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions
hereof.
(e) This agreement shall be construed and determined according to the
laws of the State of Michigan.
Executed in duplicate this 24th day of July, 1986
General Motors Acceptance Corporation Major Fleet & Leasing Corp.
By Isl Illegible Asst Sec. By Isl Illegible Pres.
----------------------------------- -------------------------------
Title Title
00-00 Xxxx Xxxx. 00-00 Xxxxxxxx Xxxxxx
------------------------------------- ----------------------------------
Xxxxxxx Xxxxxxx
Xxxxxxx, Xxx Xxxx 00000 XXX, Xxx Xxxx 00000
