EXHIBIT 10.10.1
TOYOTA DEALER AGREEMENT
This is an Agreement between TOYOTA MOTOR DISTRIBUTORS, INC. (DISTRIBUTOR), and
LITHIA MOTORS, INC. (DEALER), a(n) individual, partnership, X
corporation, duly incorporated in the state of OREGON, and doing business as
Medford Toyota.
PURPOSES AND OBJECTIVES OF THIS AGREEMENT
DISTRIBUTOR sells Toyota Products which are manufactured or approved by TOYOTA
MOTOR CORPORATION (FACTORY) and imported and/or sold to DISTRIBUTOR by TOYOTA
MOTOR SALES, U.S.A., INC. (IMPORTER). It is of vital importance to DISTRIBUTOR
that Toyota Products are sold and serviced in a manner which promotes consumer
confidence and satisfaction and leads to increased product acceptance.
Accordingly, DISTRIBUTOR has established a network of authorized Toyota dealers,
operating at approved locations and pursuant to certain standards, to sell and
service Toyota Products. DEALER desires to become one of DISTRIBUTOR's
authorized dealers. Based upon the representations and promises of DEALER, set
forth herein, DISTRIBUTOR agrees to appoint DEALER as an authorized Toyota
dealer and welcomes DEALER to DISTRIBUTOR's network of authorized dealers of
Toyota Products.
This Agreement sets forth the rights and responsibilities of DISTRIBUTOR as
seller and DEALER as buyer of Toyota Products. DISTRIBUTOR enters into this
Agreement in reliance upon DEALER's integrity, ability, assurance of personal
services, expressed intention to deal fairly with the consuming public and with
DISTRIBUTOR, and promise to adhere to the terms and conditions herein.
Likewise, DEALER enters into this Agreement in reliance upon DISTRIBUTOR's
integrity, expressed intention to deal fairly with DEALER and the consuming
public, and promise to adhere to the terms and conditions herein. DISTRIBUTOR
and DEALER shall refrain from conduct which may be detrimental to or adversely
reflect upon the reputation of FACTORY, IMPORTER, DISTRIBUTOR, DEALER or Toyota
Products in general. The parties acknowledge that the success of the
relationship between DISTRIBUTOR and DEALER depends upon the mutual
understanding, cooperation, trust and confidence of both DISTRIBUTOR and DEALER.
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I. RIGHTS GRANTED TO THE DEALER
Subject to the terms of this Agreement, DISTRIBUTOR hereby grants DEALER
the non-exclusive right:
A. To buy and resell the Toyota Products identified in the Toyota Product
Addendum hereto which may be periodically revised by IMPORTER;
B. To identify itself as an authorized Toyota dealer utilizing approved
signage at the location(s) approved herein;
C. To use the name Toyota and the Toyota Marks in the advertising,
promotion, sale and servicing of Toyota Products in the manner herein
provided.
DISTRIBUTOR reserves the unrestricted right to sell Toyota Products and to
grant the privilege of using the name Toyota or the Toyota Marks to other
dealers or entities, wherever they may be located.
II. RESPONSIBILITIES ACCEPTED BY THE DEALER
DEALER accepts its appointment as an authorized Toyota dealer and agrees
to:
A. Sell and promote Toyota Products subject to the terms and conditions
of this Agreement;
B. Service Toyota Products subject to the terms and conditions of this
Agreement; and
C. Establish and maintain satisfactory dealership facilities at the
location(s) set forth herein.
III. TERM OF THIS AGREEMENT
This Agreement is effective this 30th day of JANUARY, 1990, and shall
continue for a period of Six (6) Years and shall expire on JANUARY 29,
1996, unless ended by mutual agreement or terminated as provided herein.
This Agreement may not be extended except in writing signed by DISTRIBUTOR
and IMPORTER.
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IV. OWNERSHIP OF DEALER
DISTRIBUTOR enters into this Agreement in reliance upon DEALER's
representation that the following persons, and only the following persons,
will be the Owner(s) of DEALER and that, by their signatures hereto, such
persons are committed to the achievement of the purposes and objectives of
this Agreement and agree to abide by the terms and conditions herein:
OWNERSHIP
NAME ADDRESS INTEREST
---- ------- ---------
Xxxxxx X. XxXxxx 000 X. Xxxxxxx Xxxxxx 62.5%
Medford, OR
Xxxxxxx X. Xxxxxx Same 37.5%
V. MANAGEMENT OF THE DEALERSHIP
DISTRIBUTOR and DEALER agree that the retention of qualified management is
of critical importance to the successful operation of DEALER. DISTRIBUTOR,
therefore, enters into this Agreement upon DEALER's representation that
XXXXXX X. XXXXXX, and no other person, exercises the function of General
Manager and is in complete charge of DEALER's Toyota operations with
authority to make all decisions on behalf of DEALER with respect to
DEALER's operations. DEALER further agrees that the General Manager shall
devote his or her full efforts to DEALER's operations.
VI. CHANGE IN MANAGEMENT OR OWNERSHIP
This is a personal services contract. DISTRIBUTOR has entered into this
Agreement because DEALER has represented to DISTRIBUTOR that the Owners and
General Manager of DEALER identified herein possess the personal
qualifications, skill and commitment necessary to ensure that DEALER will
promote, sell and service Toyota Products in the most effective manner,
enhance the Toyota image and increase market acceptance of Toyota Products.
Because DISTRIBUTOR has entered into this Agreement in reliance upon these
representations and DEALER's assurances of the active involvement of such
persons in DEALER operations, any change in Ownership, no matter what the
share or relationship between parties, or any changes in General Manager
from the person specified herein, requires the prior written consent of
DISTRIBUTOR, which DISTRIBUTOR shall not unreasonably withhold.
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VII. APPROVED DEALER LOCATIONS
DISTRIBUTOR and DEALER recognize that DEALER is free to sell Toyota
Products to CUSTOMERS wherever they may be located. However, in order that
DISTRIBUTOR may establish and maintain an effective network of authorized
Toyota dealers, DISTRIBUTOR has approved the following facilities as the
exclusive location(s) for the sale and servicing of Toyota Products and for
the display of Toyota Marks:
TOYOTA NEW VEHICLE SALES
AND SHOWROOM PARTS AND SERVICE
------------------------ -----------------
000 X. XXXXXXX XXXXXX
XXXXXXX, XX SAME
SALES AND GENERAL OFFICE USED VEHICLE DISPLAY AND SALES
------------------------ ------------------------------
SAME SAME
BODY AND PAINT STORAGE
-------------- -------
NONE THIRD AND RIVERSIDE
MEDFORD, OR
Each of these facilities is approved only for the function indicated.
DEALER may not, either directly or indirectly, display Toyota Marks or
establish or conduct any dealership operations contemplated by this
Agreement, including the display, sale and servicing of Toyota Products, at
any location or facility other than those approved herein without the prior
written consent of DISTRIBUTOR. Neither may DEALER modify or change the
usage or function of any location or facility approved herein or otherwise
utilize such locations or facilities for any functions other than the
approved function(s) without the prior written consent of DISTRIBUTOR.
VIII. APPLICABLE LAW
The parties acknowledge and agree that this Agreement is or is deemed to
have been made in the County and State in which DEALER is located and shall
be governed by and construed according to the laws thereof.
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IX. STANDARD PROVISIONS
The "Toyota Dealer Agreement Standard Provisions" are incorporated herein
and made part of this Agreement as if fully set forth herein.
X. ADDITIONAL PROVISIONS
In consideration of DISTRIBUTOR's agreement to appoint DEALER as an
authorized Toyota dealer, DEALER further agrees:
1. The Dealer agrees to achieve a sales level on Toyota cars which will
result in the Dealer achieving a penetration level at or above
Regional average for import nameplate car as measured by X.X. Xxxx
registration data by December 31, 1990.
2. The Dealer agrees to achieve an Owner Satisfaction Index score at or
above Regional average by December 31, 1990. The Dealer understanding
the importance of total customer satisfaction, further agrees to
maintain scores at or above Regional average for the remainder of this
Agreement.
XI. EXECUTION OF AGREEMENT
Notwithstanding any other provision herein, the parties to this Agreement,
DISTRIBUTOR and DEALER, agree that this Agreement only shall be valid and
binding if it is signed:
A. On behalf of DEALER by a duly authorized person;
B. On behalf of DISTRIBUTOR by the President and General and/or Regional
Manager, if any, of DISTRIBUTOR; and
C. On behalf of IMPORTER, solely in connection with its limited
undertaking herein, by President of IMPORTER.
XII. CERTIFICATION
By their signatures hereto, the parties agree that they have read and
understand this Agreement, including the Standard Provisions incorporated
herein, are committed to its purposes and objectives and agree to abide by
all of its terms and conditions, in good faith and for their mutual
benefit.
LITHIA MOTORS, INC. DBA MEDFORD TOYOTA DEALER
--------------------------------------
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(Dealer Entity Name)
DATE: By: [PRESIDENT]
------------ -------------------------- ---------------
SIGNATURE TITLE
DATE: By:
------------ -------------------------- ---------------
SIGNATURE TITLE
DATE: By:
------------ -------------------------- ---------------
SIGNATURE TITLE
TOYOTA MOTOR DISTRIBUTORS, INC. DISTRIBUTOR
-------------------------------
(Distributorship Name)
DATE: By: [GENERAL MANAGER]
------------ -------------------------- ------------------
SIGNATURE [XXXXXX X. XXXXXX] TITLE
DATE: [JAN 30 1990] By: [PRESIDENT]
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SIGNATURE TITLE
Undertaking by IMPORTER: In the event of termination of this Agreement by
virtue of termination or expiration of DISTRIBUTOR's contract with
IMPORTER, IMPORTER, through its designee, will offer DEALER a new agreement
of no less than one year's duration and containing the terms of the Dealer
Agreement then prescribed by IMPORTER.
TOYOTA MOTOR SALES, U.S.A., INC.
DATE: [JAN 30 1990] By: [PRESIDENT]
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SIGNATURE [Y. TOGO] TITLE
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TOYOTA
PRODUCT ADDENDUM
TO
TOYOTA DEALER AGREEMENT
Pursuant to Paragraph I(A) of the Toyota Dealer Agreement, DISTRIBUTOR hereby
grants DEALER the non-exclusive right to buy and resell the Toyota Products as
defined in the Toyota Dealer Agreement and identified below:
Tercel Cressida
Corolla Land Cruiser
MR 2 Van/Cargo Van
Camry Truck (GVW 1 & 2)
Celica Cab/Chassis (GVW 1 & 2)
Supra 4 Runner
and all parts, accessories and equipment for such vehicles.
This Toyota Product Addendum shall remain in effect unless and until superseded
by a new Toyota Product Addendum furnished DEALER by IMPORTER.
