By Cain                                                H.B. No. 941
                                 A BILL TO BE ENTITLED
    1-1                                AN ACT
    1-2  relating to the authority and responsibility of the Texas Motor
    1-3  Vehicle Board of the Texas Department of Transportation.
    1-4        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
    1-5        SECTION 1.  Section 1.03, Texas Motor Vehicle Commission Code
    1-6  (Article 4413(36), Vernon's Texas Civil Statutes), is amended to
    1-7  read as follows:
    1-8        Sec. 1.03.  Definitions.  In this Act:
    1-9              (1)  "Motor vehicle" means:
   1-10                    (A)  every fully self-propelled vehicle which has
   1-11  as its primary purpose the transport of a person or persons, or
   1-12  property, on a public highway, and having two or more wheels;
   1-13                    (B)  every two or more wheeled fully
   1-14  self-propelled, titled vehicle which has as its primary purpose the
   1-15  transport of a person or persons or property and is not
   1-16  manufactured for use on public streets, roads, or highways; or
   1-17                    (C)  an engine, transmission, or rear axle
   1-18  manufactured for installation in a vehicle having as its primary
   1-19  purpose the transport of a person or persons or property on a
   1-20  public highway and having a gross vehicle weight rating of more
   1-21  than 16,000 pounds, whether or not attached to a vehicle chassis.
   1-22              (2)  "New motor vehicle" means a motor vehicle which
   1-23  has not been the subject of a "retail sale" without regard to the
    2-1  mileage of the vehicle.
    2-2              (3)  "Person" means a natural person, partnership,
    2-3  corporation, association, trust, estate, or any other legal entity.
    2-4              (4)  "Dealer" means any person engaged in the business
    2-5  of buying, selling or exchanging new motor vehicles at an
    2-6  established and permanent place of business pursuant to a franchise
    2-7  in effect with a manufacturer or distributor.
    2-8              (5)  "Manufacturer" means any person who manufactures
    2-9  or assembles new motor vehicles either within or without this
   2-10  State.
   2-11              (6)  "Distributor" means any person who distributes
   2-12  and/or sells new motor vehicles to dealers and who is not a
   2-13  manufacturer.
   2-14              (7)  "Representative" means any person who is or acts
   2-15  as an agent, employee or representative of a manufacturer,
   2-16  distributor, or converter who performs any duties in this State
   2-17  relating to promoting the distribution and/or sale of new motor
   2-18  vehicles or contacts dealers in this State on behalf of a
   2-19  manufacturer, distributor, or converter.
   2-20              (8)  "Franchise" means one or more contracts under
   2-21  which (A) the franchisee is granted the right to sell new motor
   2-22  vehicles manufactured or distributed by the franchisor; (B) the
   2-23  franchisee as an independent business is a component of
   2-24  franchisor's distribution system; (C) the franchisee is
   2-25  substantially associated with franchisor's trademark, tradename and
    3-1  commercial symbol; (D) the franchisee's business is substantially
    3-2  reliant on franchisor for a continued supply of motor vehicles,
    3-3  parts, and accessories for the conduct of its business; or (E) any
    3-4  right, duty, or obligation granted or imposed by this Act is
    3-5  affected.  The term includes a written communication from a
    3-6  franchisor to a franchisee by which a duty is imposed on the
    3-7  franchisee.
    3-8              (10)  "Broker" means a person who, for a fee,
    3-9  commission, or other valuable consideration, arranges or offers to
   3-10  arrange a transaction involving the sale, for purposes other than
   3-11  resale, of a new motor vehicle, and who is not:
   3-12                    (A)  a dealer or bona fide employee of a dealer
   3-13  when acting on behalf of a dealer;
   3-14                    (B)  a representative or bona fide employee of a
   3-15  representative when acting on behalf of a representative;
   3-16                    (C)  a distributor or bona fide employee of a
   3-17  distributor when acting on behalf of a distributor; or
   3-18                    (D)  at any point in the transaction the bona
   3-19  fide owner of the vehicle involved in the transaction.
   3-20              (11)  "Motor home" means a motor vehicle which is
   3-21  designed to provide temporary living quarters and which:
   3-22                    (A)  is built onto as an integral part of, or is
   3-23  permanently attached to, a motor vehicle chassis; and
   3-24                    (B)  contains at least four of the following
   3-25  independent life support systems if each is permanently installed
    4-1  and designed to be removed only for purposes of repair or
    4-2  replacement and meets the standards of the American National
    4-3  Standards Institute, Standards for Recreational Vehicles:
    4-4                          (i)  a cooking facility with an on-board
    4-5  fuel source;
    4-6                          (ii)  a gas or electric refrigerator;
    4-7                          (iii)  a toilet with exterior evacuation;
    4-8                          (iv)  a heating or air conditioning system
    4-9  with an on-board power or fuel source separate from the vehicle
   4-10  engine;
   4-11                          (v)  a potable water supply system that
   4-12  includes at least a sink, a faucet, and a water tank with an
   4-13  exterior service supply connection;
   4-14                          (vi)  a 110-125 volt electric power supply.
   4-15              (12)  "Conversion" means a motor vehicle, other than a
   4-16  motor home, which has been modified by a person other than the
   4-17  dealer or manufacturer of the chassis of the motor vehicle and
   4-18  which has not been the subject of a retail sale.
   4-19              (13)  "Motor home manufacturer" means a person other
   4-20  than the manufacturer of the chassis of a motor vehicle who, prior
   4-21  to the retail sale of the motor vehicle, performs modifications on
   4-22  the chassis that result in the finished product being classified as
   4-23  a motor home.
   4-24              (14)  "Chassis manufacturer" means a person who
   4-25  manufactures and produces the frame upon which is mounted the body
    5-1  of a motor vehicle.
    5-2              (15)  "Converter" means a person, other than a dealer,
    5-3  who prior to the retail sale of a motor vehicle, assembles,
    5-4  installs, or affixes a body, cab, or special equipment to a
    5-5  chassis, or who adds, subtracts from, or modifies a previously
    5-6  assembled or manufactured motor vehicle.
    5-7              (16)  "Rule" means a statement by the Commission of
    5-8  general and future applicability that implements, interprets, or
    5-9  prescribes law or policy or describes the organization or
   5-10  procedural practice requirements of the Commission.  The term
   5-11  includes the amendment or repeal of a prior rule, but does not
   5-12  include statements concerning only the internal management of the
   5-13  Commission which do not affect the rights of a person not connected
   5-14  with the Commission.
   5-15              (17)  "Party" means each person or agency named or
   5-16  admitted as a party and whose legal rights, duties, or privileges
   5-17  are to be determined by the Commission after an opportunity for
   5-18  adjudicative hearing.
   5-19              (18)  "Relocation" means the transfer of an existing
   5-20  dealership operation to facilities at a different location,
   5-21  including a transfer which results in a consolidation or dualing of
   5-22  an existing dealer's operation.
   5-23              (19)  "Retail sale" means the sale of a motor vehicle
   5-24  except:
   5-25                    (A)  a sale in which the purchaser acquires a
    6-1  vehicle for the purpose of resale; or
    6-2                    (B)  a sale of a vehicle that is operated under
    6-3  and in accordance with Article 6686, Revised Statutes.
    6-4              (20)  "Warranty work" means parts, labor, and any other
    6-5  expenses incurred by a dealer in complying with the terms of a
    6-6  manufacturer's or distributor's warranty.
    6-7        SECTION 2.  Section 1.04, Texas Motor Vehicle Commission Code
    6-8  (Article 4413(36), Vernon's Texas Civil Statutes), is amended to
    6-9  read as follows:
   6-10        Sec. 1.04.  Construction and severability.  This Act shall be
   6-11  liberally construed so as to effectuate its purposes.  The
   6-12  provisions of this Act are severable and if any phrase, clause,
   6-13  sentence, or provision of this Act is declared to be contrary to
   6-14  the constitution of this state, or of the United States or the
   6-15  applicability thereof to any person or circumstance is held
   6-16  invalid, the validity of the remainder of this Act and the
   6-17  applicability thereof to any person or circumstance is not affected
   6-18  thereby.  An agreement to waive the terms of this Act is void and
   6-19  unenforceable.
   6-20        SECTION 3.  Section 4.05(e), Texas Motor Vehicle Commission
   6-21  Code (Article 4413(36), Vernon's Texas Civil Statutes), is amended
   6-22  to read as follows:
   6-23        (e)  The filing fees for a contested case or protest that
   6-24  involves a hearing are:
   6-25              (1)  for a complaint filed under Section 6.07 of this
    7-1  Act, $35 <$75>; and
    7-2              (2)  for all other complaints or protests, $200.
    7-3        SECTION 4.  Section 5.01, Texas Motor Vehicle Commission Code
    7-4  (Article 4413(36), Vernon's Texas Civil Statutes), is amended to
    7-5  read as follows:
    7-6        Sec. 5.01.  DEALERS.  It shall be unlawful for any dealer to:
    7-7              (1)  Require a retail purchaser of a new motor vehicle
    7-8  as a condition of sale and delivery thereof to purchase special
    7-9  features, equipment, parts, or accessories not ordered or desired
   7-10  by the purchaser, provided such features, equipment, parts, or
   7-11  accessories are not already installed on the new motor vehicle at
   7-12  the time of sale.
   7-13              (2)  Use false, deceptive, or misleading advertising.
   7-14              (3)  Fail to perform the obligations placed on the
   7-15  selling dealer in connection with the delivery and preparation of a
   7-16  new motor vehicle for retail sale as provided in the manufacturer's
   7-17  preparation and delivery agreements on file with the Commission and
   7-18  applicable to such vehicle.
   7-19              (4)  Fail to perform the obligations placed on the
   7-20  dealer in connection with the manufacturer's warranty agreements on
   7-21  file with the Commission.
   7-22              (5)  Operate as a dealer without a currently valid
   7-23  license from the Commission or otherwise violate this Act or rules
   7-24  promulgated by the Commission hereunder.
   7-25              (6)  Operate without appropriate signs readily and
    8-1  easily visible to the public, identifying the dealer's place of
    8-2  business and the products the dealer offers for sale.  In the event
    8-3  of a conflict with another law or ordinance, this subdivision
    8-4  prevails, and in the event of a dispute, the Board has exclusive
    8-5  jurisdiction to determine whether a sign or signs are in compliance
    8-6  with the terms of this subdivision.
    8-7        SECTION 5.  Section 5.02, Texas Motor Vehicle Commission Code
    8-8  (Article 4413(36), Vernon's Texas Civil Statutes), is amended to
    8-9  read as follows:
   8-10        Sec. 5.02.  Manufacturers; Distributors; Representatives.  It
   8-11  shall be unlawful for any manufacturer, distributor, or
   8-12  representative to:
   8-13              (1)  Require or attempt to require any dealer to order,
   8-14  accept delivery of or pay anything of value, directly or
   8-15  indirectly, for any motor vehicle, appliance, part, accessory or
   8-16  any other commodity unless voluntarily ordered or contracted for by
   8-17  such dealer.
   8-18              (2)  Refuse or fail to deliver, in reasonable
   8-19  quantities and within a reasonable time, to <after receipt of an
   8-20  order from> a dealer having a franchise agreement for the retail
   8-21  sale of any motor vehicles sold or distributed by such
   8-22  manufacturer, distributor, or representative, any new motor vehicle
   8-23  or parts or accessories to new motor vehicles as are covered by
   8-24  such franchise if such vehicle, parts or accessories are publicly
   8-25  advertised as being available for delivery or are actually being
    9-1  delivered; provided, however, this provision is not violated if
    9-2  such failure is caused by acts of God, work stoppage or delays due
    9-3  to strikes or labor disputes, freight embargoes or other causes
    9-4  beyond the control of the manufacturer, distributor, or
    9-5  representative.
    9-6              (3)  Notwithstanding the terms of any franchise
    9-7  agreement:
    9-8                    (A)  Terminate or refuse to continue any
    9-9  franchise with a dealer unless all of the following conditions are
   9-10  met:
   9-11                          (i)  the dealer and the Commission have
   9-12  received written notice by registered or certified mail from the
   9-13  manufacturer, distributor, or representative not less than 60 days
   9-14  before the effective date of termination or noncontinuance setting
   9-15  forth the specific grounds for termination or noncontinuance; and
   9-16                          (ii)  the written notice contains on the
   9-17  first page thereof a conspicuous statement which reads as
   9-18  follows:  "NOTICE TO DEALER:  YOU MAY BE ENTITLED TO FILE A PROTEST
   9-19  WITH THE TEXAS MOTOR VEHICLE COMMISSION IN AUSTIN, TEXAS, AND HAVE
   9-20  A HEARING IN WHICH YOU MAY PROTEST THE PROPOSED TERMINATION OR
   9-21  NONCONTINUANCE OF YOUR FRANCHISE UNDER THE TERMS OF THE TEXAS MOTOR
   9-22  VEHICLE COMMISSION CODE IF YOU OPPOSE THIS ACTION."; and
   9-23                          (iii)  the manufacturer, distributor, or
   9-24  representative has received the informed, written consent of the
   9-25  affected dealer or the appropriate period for the affected dealer
   10-1  to protest the proposed franchise termination or noncontinuance has
   10-2  lapsed; or
   10-3                          (iv)  if the affected dealer files a
   10-4  protest with the Commission within the greater of (1) 60 days after
   10-5  receiving its 60-day notice of proposed termination or
   10-6  noncontinuance or (2) the time specified in such notice, the
   10-7  Commission determines that the party seeking to terminate or not
   10-8  continue a dealer's franchise has established by a preponderance of
   10-9  the evidence, at a hearing called by the Commission, that there is
  10-10  good cause for the proposed termination or noncontinuance.
  10-11                          (v)  Notwithstanding Subdivisions (3)(A)(i)
  10-12  and (3)(A)(iv) of this section, notice may be made not less than 15
  10-13  days prior to the effective date of termination or noncontinuance
  10-14  if a licensed dealer fails to conduct its customary sales and
  10-15  service operations during its customary business hours for seven
  10-16  consecutive business days unless such failure is caused by an act
  10-17  of God, work stoppage or delays due to strikes or labor disputes,
  10-18  an order of the Commission, or other causes beyond the control of
  10-19  the dealer.
  10-20                    (B)  Whenever a dealer files a timely protest to
  10-21  a proposed franchise termination or noncontinuance, the Commission
  10-22  shall notify the party seeking to terminate or to not continue the
  10-23  protesting dealer's franchise that a timely protest has been filed,
  10-24  that a hearing is required in accordance with this Act, and that
  10-25  the party who gave the dealer notice of termination or
   11-1  noncontinuation of the franchise may not terminate or refuse to
   11-2  continue the franchise until the Commission issues its final
   11-3  decision or order.
   11-4                    (C)  If a franchise is terminated or not
   11-5  continued, another franchise in the same line-make will be
   11-6  established within a reasonable time unless it is shown to the
   11-7  Commission by a preponderance of the evidence that the community or
   11-8  trade area cannot reasonably support such a dealership.  If this
   11-9  showing is made, no dealer license shall be thereafter issued in
  11-10  the same area unless a change in circumstances is established.
  11-11              (4)  Notwithstanding the terms of any franchise
  11-12  agreement, modify or replace a franchise with a succeeding
  11-13  franchise if the modification or replacement would adversely
  11-14  affect, to a substantial degree, the dealer's sales, investment, or
  11-15  obligations to provide service to the public, unless the
  11-16  manufacturer, distributor, or representative has first given the
  11-17  Commission and each affected dealer written notice by registered or
  11-18  certified mail of any such action 60 days in advance of the
  11-19  modification or replacement.  The written notice shall contain on
  11-20  the first page thereof a conspicuous statement which reads as
  11-21  follows:  "NOTICE TO DEALER:  YOU MAY BE ENTITLED TO FILE A PROTEST
  11-22  WITH THE TEXAS MOTOR VEHICLE COMMISSION IN AUSTIN, TEXAS, AND HAVE
  11-23  A HEARING IN WHICH YOU MAY PROTEST THE PROPOSED MODIFICATION OR
  11-24  REPLACEMENT OF YOUR FRANCHISE WITH A SUCCEEDING FRANCHISE UNDER THE
  11-25  TERMS OF THE TEXAS MOTOR VEHICLE COMMISSION CODE IF YOU OPPOSE THIS
   12-1  ACTION." Within the greater of (1) 60 days after receipt of such
   12-2  notice or (2) the time specified in such notice, a dealer may file
   12-3  a protest with the Commission and the modification or replacement
   12-4  shall not become effective unless and until the Commission
   12-5  determines that the party seeking to modify or replace a franchise
   12-6  with a succeeding franchise has demonstrated by a preponderance of
   12-7  the evidence that there is good cause for the modification or
   12-8  replacement.  The prior franchise shall continue in effect until
   12-9  the protest is resolved by the Commission.
  12-10              (5)  Notwithstanding the terms of any franchise
  12-11  agreement, in determining whether good cause has been established
  12-12  for modifying, replacing, terminating, or refusing to continue a
  12-13  franchise, the Commission shall consider all the existing
  12-14  circumstances including, without limitation by the enumeration
  12-15  herein, all the following:
  12-16                    (A)  the dealer's sales in relation to the sales
  12-17  in the market;
  12-18                    (B)  the dealer's investment and obligations;
  12-19                    (C)  injury to the public welfare;
  12-20                    (D)  the adequacy of the dealer's service
  12-21  facilities, equipment, parts, and personnel in relation to those of
  12-22  other dealers of new motor vehicles of the same line-make;
  12-23                    (E)  whether warranties are being honored by the
  12-24  dealer;
  12-25                    (F)  the parties' compliance with their franchise
   13-1  agreement; and
   13-2                    (G)  the enforceability of the franchise
   13-3  agreement from a public policy standpoint, including, without
   13-4  limitation, issues of the reasonableness of the franchise
   13-5  agreement's terms, oppression, adhesion, and the relative
   13-6  bargaining power of the parties.
   13-7              Good cause shall not be shown solely by the desire of a
   13-8  manufacturer, distributor, or representative for market
   13-9  penetration.
  13-10              (6)  Use any false, deceptive or misleading
  13-11  advertising.
  13-12              (7)  Notwithstanding the terms of any franchise
  13-13  agreement, prevent any dealer from reasonably changing the capital
  13-14  structure of his dealership or the means by or through which he
  13-15  finances the operation thereof, provided that the dealer meets
  13-16  reasonable capital requirements.
  13-17              (8)  Notwithstanding the terms of any franchise
  13-18  agreement, fail to give effect to or attempt to prevent any sale or
  13-19  transfer of a dealer, dealership or franchise or interest therein
  13-20  or management thereof unless, after complaint or protest, it is
  13-21  demonstrated to the Commission after hearing that the result of any
  13-22  such sale or transfer will be detrimental to the public or the
  13-23  representation of the manufacturer or distributor.
  13-24              (9)  Notwithstanding the terms of any franchise
  13-25  agreement, require or attempt to require that a dealer assign to or
   14-1  act as an agent for any manufacturer, distributor or representative
   14-2  in the securing of promissory notes and security agreements given
   14-3  in connection with the sale or purchase of new motor vehicles or
   14-4  the securing of policies of insurance on or having to do with the
   14-5  operation of vehicles sold.
   14-6              (10)  Notwithstanding the terms of any franchise
   14-7  agreement, fail or refuse, after complaint and hearing, to perform
   14-8  the obligations placed on the manufacturer in connection with the
   14-9  delivery, preparation and warranty of a new motor vehicle as
  14-10  provided in the manufacturer's warranty, preparation, and delivery
  14-11  agreements on file with the Commission.
  14-12              (11)  Notwithstanding the terms of any franchise
  14-13  agreement, fail to compensate its dealers for the work and services
  14-14  they are required to perform in connection with the dealer's
  14-15  delivery and preparation obligations according to the agreements on
  14-16  file with the Commission which must be found by the Commission to
  14-17  be reasonable, or fail to adequately and fairly compensate its
  14-18  dealers for labor, parts and other expenses incurred by such dealer
  14-19  to perform under and comply with a manufacturer's or a
  14-20  distributor's warranty agreement, or require, as a prerequisite to
  14-21  the manufacturer's or distributor's payment of a claim for
  14-22  reimbursement as required by this section, that a dealer file with
  14-23  the manufacturer or distributor the actual time spent in the
  14-24  performance of labor.   In no event shall any manufacturer or
  14-25  distributor pay its dealers an amount of money for warranty work
   15-1  that is less than that charged by the dealer to the retail
   15-2  customers of the dealer for nonwarranty work of like kind.  All
   15-3  claims made by dealers for compensation for delivery, preparation,
   15-4  and warranty work shall be paid within 30 days after approval and
   15-5  shall be approved or disapproved within 30 days after receipt.
   15-6  Payment for all claims made by a dealer for compensation from a
   15-7  manufacturer or distributor shall be made by the manufacturer or
   15-8  distributor in the form of a negotiable instrument and may not be
   15-9  offset by a manufacturer or distributor on a dealer's account.
  15-10  When any claim is disapproved, the dealer shall be notified in
  15-11  writing of the grounds for disapproval.  No claim which has been
  15-12  approved and paid may be charged back to the dealer unless it can
  15-13  be shown that the claim was false or fraudulent, that the repairs
  15-14  were not properly made or were unnecessary to correct the defective
  15-15  condition, or that the dealer failed to reasonably substantiate the
  15-16  claim in accordance with reasonable <the> written requirements of
  15-17  the manufacturer or distributor, if the dealer has been notified of
  15-18  the requirements prior to the time the claim arose, and if the
  15-19  requirements were in effect at the time the claim arose.  A
  15-20  manufacturer or distributor may audit a claim following the
  15-21  submission of the claim, and may, for a period not to exceed two
  15-22  years after the submission of the claim, collect from the dealer
  15-23  any sums paid by the manufacturer or distributor as a result of a
  15-24  fraudulent claim.  Notwithstanding the terms of a franchise
  15-25  agreement or provision of law in conflict with this section, the
   16-1  dealer's delivery, preparation, and warranty obligations as filed
   16-2  with the Commission shall constitute the dealer's sole
   16-3  responsibility for product liability as between the dealer and
   16-4  manufacturer or distributor, and, except for a loss caused by the
   16-5  dealer's failure to adhere to these obligations, a loss caused by
   16-6  the dealer's negligence or intentional misconduct, or a loss caused
   16-7  by the dealer's modification of a product without manufacturer or
   16-8  distributor authorization, the manufacturer or distributor shall
   16-9  reimburse the dealer for all loss incurred by the dealer, including
  16-10  legal fees, court costs, and damages, as a result of the dealer
  16-11  having been named a party in a product liability action.
  16-12              (12)  Operate as a manufacturer, distributor, or
  16-13  representative without a currently valid license from the
  16-14  Commission or otherwise violate this Act or rules promulgated by
  16-15  the Commission hereunder.
  16-16              (13)  Notwithstanding the terms of any franchise
  16-17  agreement, to prevent or refuse to honor the succession to a
  16-18  dealership by any legal heir or devisee under the will of a dealer
  16-19  or under the laws of descent and distribution of this State unless
  16-20  it is shown to the Commission, after notice and hearing, that the
  16-21  result of such succession will be detrimental to the public
  16-22  interest and to the representation of the manufacturer or
  16-23  distributor; provided, however, nothing herein shall prevent a
  16-24  dealer, during his lifetime, from designating any person as his
  16-25  successor dealer, by written instrument filed with the manufacturer
   17-1  or distributor.
   17-2              (14)  Notwithstanding the terms of any franchise
   17-3  agreement, require that a dealer pay or assume, directly or
   17-4  indirectly, any part of any refund, rebate, discount, or other
   17-5  financial adjustment made by the manufacturer, distributor, or
   17-6  representative to, or in favor of, any customer of a dealer, unless
   17-7  voluntarily agreed to by such dealer.
   17-8              (15)  Notwithstanding the terms of any franchise
   17-9  agreement, deny or withhold approval of a written application to
  17-10  relocate a franchise unless (A) the applicant has received written
  17-11  notice of the denial or withholding of approval within 90 days
  17-12  after receipt of the application containing information reasonably
  17-13  necessary to enable the manufacturer or distributor to adequately
  17-14  evaluate the application, and if (B) the applicant files a protest
  17-15  with the Commission and establishes by a preponderance of the
  17-16  evidence at a hearing called by the Commission that the grounds
  17-17  for, and distance of, the relocation are reasonable.
  17-18              (16)  Notwithstanding the terms of any franchise
  17-19  agreement, fail to pay to a dealer or any lienholder in accordance
  17-20  with their respective interest after the termination of a
  17-21  franchise:
  17-22                    (A)  the dealer cost of each new motor vehicle in
  17-23  the dealer's inventory with the mileage of 6,000 miles or less,
  17-24  reduced by the net discount value of each, where "net discount
  17-25  value" is determined according to the following formula:  net cost
   18-1  multiplied by total mileage divided by 100,000, and where "net
   18-2  cost" equals the dealer cost plus any charges by the manufacturer,
   18-3  distributor, or representative for distribution, delivery, and
   18-4  taxes, less all allowances paid to the dealer by the manufacturer,
   18-5  distributor, or representative for new, unsold, undamaged, and
   18-6  complete motor vehicles of current model year or one year prior
   18-7  model year in the dealer's inventory, except that if a vehicle
   18-8  cannot be reduced by the net discount value, the manufacturer or
   18-9  distributor shall pay the dealer the net cost of the vehicle;
  18-10                    (B)  the dealer cost of each new, unused,
  18-11  undamaged, and unsold part or accessory if the part or accessory is
  18-12  in the current parts catalogue and is still in the original,
  18-13  resalable merchandising package and in unbroken lots, except that
  18-14  in the case of sheet metal, a comparable substitute for the
  18-15  original package may be used, and if the part or accessory was
  18-16  purchased by the dealer either directly from the manufacturer or
  18-17  distributor or from an outgoing authorized dealer as a part of the
  18-18  dealer's initial inventory;
  18-19                    (C)  the fair market value of each undamaged sign
  18-20  owned by the dealer which bears a trademark or tradename used or
  18-21  claimed by the manufacturer, distributor, or representative if the
  18-22  sign was purchased from or purchased at the request of the
  18-23  manufacturer, distributor, or representative;
  18-24                    (D)  the fair market value of all special tools,
  18-25  data processing equipment, and automotive service equipment owned
   19-1  by the dealer which were recommended in writing and designated as
   19-2  special tools and equipment and purchased from or purchased at the
   19-3  request of the manufacturer, distributor, or representative, if the
   19-4  tools and equipment are in usable and good condition except for
   19-5  reasonable wear and tear;
   19-6                    (E)  the cost of transporting, handling, packing,
   19-7  storing, and loading of any property subject to repurchase under
   19-8  this section;
   19-9                    (F)  except as provided by this subdivision, any
  19-10  sums due as provided by Paragraph (A) of this subdivision within 60
  19-11  days after termination of a franchise and any sums due as provided
  19-12  by Paragraphs (B) through (E) of this subdivision within 90 days
  19-13  after termination of a franchise.  As a condition of payment, the
  19-14  dealer is to comply with reasonable requirements with respect to
  19-15  the return of inventory as are set out in the terms of the
  19-16  franchise agreement.  A manufacturer or distributor shall reimburse
  19-17  a dealer for the dealer's cost for storing any property covered by
  19-18  this subdivision beginning 90 days following termination.  A
  19-19  manufacturer or distributor shall reimburse a dealer for the
  19-20  dealer's cost of storing any property covered by this subdivision
  19-21  before the expiration of 90 days from the date of termination if
  19-22  the dealer notifies the manufacturer or distributor of the
  19-23  commencement of storage charges within that period.  On receipt of
  19-24  notice of the commencement of storage charges, a manufacturer or
  19-25  distributor may immediately take possession of the property in
   20-1  question by repurchasing the property as provided by this
   20-2  subdivision.  A manufacturer, distributor, or representative who
   20-3  fails to pay those sums within the prescribed time or at such time
   20-4  as the dealer and lienholder, if any, proffer good title prior to
   20-5  the prescribed time for payment, is liable to the dealer for:
   20-6                    (1)  the greatest of dealer cost, fair market
   20-7  value, or current price of the inventory;
   20-8                    (2)  interest on the amount due calculated at the
   20-9  rate applicable to a judgment of a court; and
  20-10                    (3)  reasonable attorney's fees and costs.
  20-11              (17)  Notwithstanding the terms of any franchise
  20-12  agreement, change its distributor, its method of distribution of
  20-13  its products in this state, or its business structure or ownership
  20-14  in a manner that results in the termination or noncontinuance of a
  20-15  franchise without good cause.  The manufacturer, distributor, or
  20-16  representative shall issue the same notice to the dealer and to the
  20-17  Commission as is provided in Subdivisions 3(A) and (B) of this
  20-18  section and said same procedures shall apply to the parties.
  20-19              (18)  Notwithstanding the terms of any franchise
  20-20  agreement, require a dealer to submit to arbitration on any issue
  20-21  unless the dealer and the manufacturer, distributor, or
  20-22  representative and their respective counsel agree to arbitrate
  20-23  after a controversy arises.  The arbitrator shall apply the
  20-24  provisions of this Act in resolving the pertinent controversy.
  20-25  Either party may appeal to the Commission a decision of an
   21-1  arbitrator on the ground that the arbitrator failed to apply this
   21-2  Act.
   21-3              (19)  Notwithstanding the terms of any franchise
   21-4  agreement, require that a dealer join, contribute to, or affiliate
   21-5  with, directly or indirectly, any advertising association.
   21-6              (20)  Notwithstanding the terms of a franchise
   21-7  agreement:<,>
   21-8                    (A)  require adherence to unreasonable sales or
   21-9  service standards;
  21-10                    (B)  directly or indirectly, discriminate against
  21-11  a dealer or otherwise treat dealers differently as a result of a
  21-12  formula or other calculation or process intended to gauge the
  21-13  performance of a dealership;
  21-14                    (C)  unreasonably require that a dealer purchase
  21-15  special tools or equipment; or
  21-16                    (D)  fail to compensate a dealer for all costs
  21-17  incurred by the dealer in complying with the terms of a product
  21-18  recall by the manufacturer or distributor, including the costs, if
  21-19  any, incurred by the dealer in notifying vehicle owners of the
  21-20  existence of the recall.
  21-21              (21)  Discriminate unreasonably between or among
  21-22  franchisees in the sale of a motor vehicle owned by the
  21-23  manufacturer or distributor.
  21-24              (22)  Directly or indirectly, or through a subsidiary
  21-25  or agent, require, as a condition for obtaining financing for a
   22-1  motor vehicle, the purchaser of a vehicle to purchase any product
   22-2  other than the motor vehicle from the manufacturer or distributor,
   22-3  or from an entity owned or controlled by the manufacturer or
   22-4  distributor.
   22-5              (23)  Directly or indirectly, or through a subsidiary
   22-6  or agent, require, as a condition of its or its subsidiary's
   22-7  agreement to provide financing for a motor vehicle, that any
   22-8  insurance policy or service contract purchased by the motor vehicle
   22-9  purchaser be purchased from a specific source.
  22-10              (24)  Compel a dealer through a financing subsidiary of
  22-11  the manufacturer or distributor to agree to unreasonable operating
  22-12  requirements or directly or indirectly to terminate a dealer
  22-13  through the actions of a financing subsidiary of the manufacturer
  22-14  or distributor.  This subdivision does not limit the right of a
  22-15  financing entity to engage in business practices in accordance with
  22-16  the usage of trade in retail and wholesale motor vehicle financing.
  22-17        SECTION 6.  The importance of this legislation and the
  22-18  crowded condition of the calendars in both houses create an
  22-19  emergency and an imperative public necessity that the
  22-20  constitutional rule requiring bills to be read on three several
  22-21  days in each house be suspended, and this rule is hereby suspended,
  22-22  and that this Act take effect and be in force from and after its
  22-23  passage, and it is so enacted.