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EXHIBIT 10.69
GMMS 1012-5 [CHEVROLET GEO LOGO]
USA 11-95
CHEV 05/31/94 CHEVROLET-GEO
DEALER SALES AND SERVICE AGREEMENT
In reliance upon the Agreement by the parties to fulfill their respective
commitments, this Agreement, effective NOVEMBER 01, 1995, is entered into by
General Motors Corporation, Chevrolet Motor Division ("Chevrolet"), a
Delaware Corporation and
GRINDSTAFF CHEVROLET, INC.
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Dealer Firm Name
/X/ TENNESSEE corporation, incorporated on JULY 07, 1987;
/ / proprietorship;
/ / partnership;
/ / other - specify
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doing business at 2256 W ELK AVE
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ELIZABETHTON, TENNESSEE 3-7643-3828 ("Dealer").
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OVERVIEW AND PURPOSE OF THE
CHEVROLET-GEO DEALER SALES AND SERVICE AGREEMENT
The principle purposes of this Agreement are to:
A. Authorize the Dealer to sell and service Chevrolet and Geo products and to
represent itself as a Chevrolet-Geo 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 and Geo products is dependent
in a large part upon the maintenance of a quality network of authorized Dealers.
Since Dealer represents Chevrolet and Geo 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-Geo 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.
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TERM OF AGREEMENT
First
This agreement shall expire on OCTOBER 31, 2000 or ninety days after the death
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or incapacity of a Dealer operator or Dealer owner, whichever occurs first,
unless earlier terminated. Dealer is assured the opportunity to enter into a new
Dealer Agreement with Chevrolet at the expiration date if Chevrolet determines
Dealer has fulfilled its obligations under this agreement. Dealer will be
provided notice of possible nonrenewal of the agreement in accordance with
Article 13.2 of the standard provisions in order that Dealer may correct any
failure or breach of the Dealer Agreement prior to its expiration or nonrenewal.
If the breach of the agreement or failure to perform the conditions of the
agreement is corrected to the satisfaction of Chevrolet, a replacement agreement
will be offered at the appropriate time.
STANDARD PROVISIONS
Second
The "Standard Provisions" (Form GMMS-1013) are incorporated as part of this
agreement.
DEALER OPERATOR
Third
Dealer agrees that the following Dealer operator will provide personal services
in accordance with Article Two of the Standard Provisions:
STEVEN E. GRINDSTAFF
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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 areas 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.
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SALES REVIEW
Fifth
The decision by Chevrolet to enter this agreement is based, in part, on
Dealer's commitment to effectively sell and promote the purchase, lease and use
of Chevrolet and Geo vehicles by consumers in Dealer's area of primary
responsibility. At least once each year, Chevrolet will provide Dealer a
written report on Dealer sales performance. The report will compare the
Dealer's retail sales to available retail market opportunity, by segment in the
Dealer's area of primary responsibility or area of geographic sales and service
advantage, whichever is applicable to determine the Dealer's sales performances.
Chevrolet will provide a written explanation of the sales review process to
Dealer, in order that Dealer may make business and marketing plans to take full
advantage of the market opportunity in Dealer's area of primary responsibility
and that Dealer may meet the requirements of Article 5 of the Standard
Provisions.
Any material change to the process will be determined in accordance with
Paragraph Fourth of the agreement.
SERVICE AND CUSTOMER SATISFACTION PERFORMANCE REVIEW
Sixth
Chevrolet at least once annually will review the service and customer
satisfaction performance of Dealer in a written report or reports. The reports
will be based primarily on customer responses to owner survey questions.
Chevrolet will periodically provide this information so that Dealer may make
business plans to correct any deficiencies and fulfill its obligations under
this agreement. The service and customer satisfaction review process is
currently under review. Any material change to the process will be determined
in accordance with Paragraph Fourth of this agreement.
DEALERSHIP EQUIPMENT, TOOLS AND SOFTWARE
Seventh
a) Communication Equipment:
To improve Dealer and Chevrolet communications and customer satisfaction,
Dealer will install, maintain and use such communications equipment as is
designated by Chevrolet in accordance with Article 4.4.5 of the additional
provisions. Currently the following items are among those required by the terms
of the Dealer Agreement:
- GM Dealer Communication System (DCS)
- GM PULSAT Network
b) Tools and Equipment:
Dealer and Chevrolet acknowledge that a properly equipped dealership promotes
customer satisfaction and the sale of Chevrolet and Geo products. Chevrolet
agrees to provide Dealer with lists of those tools and equipment that Chevrolet
regards as essential in accordance with Article 7.2.4 of the Standard
Provisions. Dealer agrees that it will acquire and use essential tools and
equipment identified by Chevrolet.
c) New Tool Requirements:
Decisions on additional equipment, tool and communication requirements will be
determined in accordance with Paragraph Fourth of the agreement.
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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 both Chevrolet and Geo
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 recognizes that the mutual respect, trust and confidence which have
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.
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EXECUTION OF AGREEMENT AND RELATED DOCUMENTS
Twelfth
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This agreement and related agreements are valid only if signed:
(a) on behalf of Dealer by its duly authorized representative and, in the
case of this agreement, by its Dealer operator; and
(b) this Agreement as set forth below, on behalf of Chevrolet by its
General Sales and Service Manager and his authorized representative.
All related agreements will be executed by the General Sales and
Service Manager or his authorized representative.
Thirteenth
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The following agreements and understandings are hereby incorporated into this
agreement:
EXCESSIVE FACILITY/RENT FACTOR
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And all existing addenda (other than Successor Addendum) relating to Dealer
Statement of Ownership, Dealer Location and Premises Addendum, Capital Standard
Addendum, Areas of Primary Responsibility, Motor Vehicle Addendum and Multiple
Dealer Operator Addendum, if applicable, which have not been re-executed at the
time of this agreement.
GRINDSTAFF CHEVROLET, INC.
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Dealer Firm Name
Chevrolet Motor Division
GENERAL MOTORS CORPORATION
By /s/ Steven E. Grindstaff 7/2/95 By /s/ [Illegible Signature]
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Dealer Operator Date General Sales and Service Manager
Steven E. Grindstaff
By By /s/ D. S. Graham 11/1/95
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Dealer Operator Date Authorized Representative Date
D. S. Graham