2013/03/13 Council Agenda Packet

12 Claims Payment • Claim payments are posted to the Warranty Service Provider statement in a net credit balance. Any balance due will be sent to the address shown below: Warranty Service Provider Statement P&A 49682-0 City of Everett 3200 Cedar Siree:t— Everett, WA 98201 • Payments to Ford Motor Company are due on the 20th of the month following the statement date. Payments are to be sent to the address shown on the Warranty Service Provider statement. General Provisions • In view of the personal nature of this Agreement, Ford Motor Company has entered into this Agreement in reliance upon the Warranty Service Provider's current ownership and management. Warranty Service Provider agrees to give Ford Motor Company prior written notice of any proposed change in such ownership or managerial authority, and immediate written notice of the Warranty Service Provider's dissolution or of any death or physical or mental incapacity affecting ownership or management. No such change or notice and no assignment of this Agreement or of any right or interest herein shall be effective against Ford Motor Company until approved by Ford Motor Company by executing and delivering an appropriate amendment to this Agreement. Neither this Agreement nor any right hereunder may be assigned by the Warranty Service Provider without the prior written consent of the Ford Motor Company. The Warranty Service Provider agrees that the Ford Motor Company shall have the right to select its Warranty Service Providers and may dedine to appoint as a Warranty Service Provider any purchaser or prospective purchaser of any of the assets or capital stock of the Warranty Service Provider upon termination or non -renewal of this Agreement or otherwise. • The Warranty Service Provider shall comply with all federal, state and local laws, rules, regulations or ordinances applicable to the Warranty Service Provider's business operation. The Warranty Service Provider agrees to indemnify, defend and hold harmless Ford Motor Company from any daims losses, damages or expense, induding costs and reasonable attomey's fees, arising out of or related to Warranty Service Provider's failure to comply with any applicable laws, rules, regulations or ordinances. Without limiting the foregoing, the Warranty Service Provider agrees to indemnify, defend and hold harmless Ford Motor Company from any claims, losses, damages or expenses, including costs and reasonable attomey's fees, arising under any federal, state or local laws, rules, regulations or ordinances related to environmental or hazardous materials or substances and resulting from or related to any activity associated with the Warranty Service Provider's business operations. • Warranty Service Providers will be held responsible for, and defend and indemnify Ford Motor Company against any daims, damage or other costs of any nature (direct or indirect) arising from or in any way related to, any work or repairs performed by the Warranty Service Provider, induding but not limited to any vehide damage caused by improper or failure to perform all items on the Pre -Delivery Service Record. Such indemnity shall indude, but not be limited to reasonable expenses, attorneys' fees, court costs and other expenses of investigation, litigation and settlement of any such daims. • This Agreement does not in any way create the relationship of principal and agent between the Warranty Service Provider and Ford Motor Company; under no circumstances shall the Warranty Service Provider or any of the Warranty Service Provider's employees, directors or customers be considered agents of Ford Motor Company. The Warranty Service Provider shall make clear to others that it is not an agent of Ford Motor Company and shall not act or attempt to act, or represent itself directly or by implication, as an agent of Ford Motor Company or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of Ford Motor Company. • The requirements of this Agreement, as to the conduct of Warranty Service Provider's business and as to relations between the Warranty Service Provider and others are intended to protect the good name, good will and reputation of Ford Motor Company and to assure Ford that the Warranty Service Provider's financial and operating condition is adequate. Except as herein specified, nothing herein contained shall impose any liability on Ford Motor Company in connection with the Warranty Service Provider's operations under this Agreement or otherwise or for any expenditure made or incurred by the Warranty Service Provider in preparation or performance of the Warranty Service Provider's responsibilities under this Agreement. • Upon cancellation or termination of this Agreement by either party, the Warranty Service Provider shall cease to be a Warranty Service Provider and shall: • Pay to Ford Motor Company all sums owing to Ford. Any balance remaining thereafter shall be paid withinThirty (30) days of the date of notice to the Warranty Service Provider of the final determined amount. • At the Warranty Service Provider's expense (i) remove any signs erected or used by the Warranty Service Provider, or any business affiliated with the Warranty Service Provider that bear the trademark or trade name used or claimed by the Ford Motor Company; (ii) obliterate all such trademarks, trade names and words assodated with Ford Motor Company from all forms, stationery and other papers used by the Warranty Service Provider, or by any business affiliated with the Warranty Service Provider; and (iii) refrain from doing anything whether or not specified above that would indicate the Warranty Service Provider is or was a Warranty Service Provider 4-20-12 v.8 Page 4 of 5 53