HB 2160 — Motor vehicles; regulation; New Motor Vehicle Commission; approval of form; licensure; application; fees; certificates of registration; franchise; new vehicle dealers; effective date.

public officers while performing or in operation of their duties, ENGR.c.

H.

B.

NO.

2160 Page 5 c.

"Motor“Motor vehicle salesperson"salesperson” "Salesperson"“Salesperson” means any person, resident or nonresident, who, for gain or compensation of any kind, either directly or indirectly, regularly or occasionally, by any form of agreement or arrangement, sells or negotiates for the sale, lease, or conveyance or arranges the financing of any new motor vehicle or powersports vehicle as an employee for any new motor vehicle dealer or powersports vehicle dealer to any one or more third parties;

"Commission"“Commission” means the Oklahoma New Motor Vehicle Commission;

"Manufacturer"“Manufacturer” means any person, firm, association, corporation, or trust, resident or nonresident, that manufactures or assembles new and unused motor vehicles or new and unused powersport vehicles or that engages in the fabrication or assembly of motorized vehicles of a type required to be registered in this state;

6.ENR.

"Distributor" means any person, firm, association, corporation, or trust, resident or nonresident, that, being authorized by the original manufacturer, in whole or in part sells or distributes new and unused motor vehicles to new motor vehicle ENGR.

2160 Page 64 dealers6. or new and unused powersport vehicles to powersport vehicle dealers, or that maintains distributor representatives;

“Distributor” means any person, firm, association, corporation, or trust, resident or nonresident, that, being authorized by the original manufacturer, in whole or in part sells or distributes new and unused motor vehicles to new motor vehicle dealers or new and unused powersport vehicles to powersport vehicle dealers, or that maintains distributor representatives;

"Factory“Factory branch"branch” means any branch office maintained by a person, firm, association, corporation, or trust that manufactures or assembles motor vehicles or powersport vehicles for the sale of motor vehicles or powersport vehicles to distributors, or for the sale of motor vehicles to new motor vehicle dealers, or for the sale of powersport vehicles to new powersport vehicle dealers, or for directing or supervising, in whole or in part, its representatives;

"Distributor“Distributor branch"branch” means any branch office similarly maintained by a distributor for the same purposes a factory branch is maintained;

"Factory“Factory representative"representative” means any officer or, agent, employee, or person engaged as a representative of a manufacturer of motor vehicles or powersport vehicles or by a factory branch, for the purpose of making or promoting the sale of its motor vehicles or powersport vehicles, or for supervising or contacting its dealers or prospective dealers;

"Distributor“Distributor representative"representative” means any person, firm, association, corporation, or trust and each officer and, agentagent, or employee thereof engaged as a representative of a distributor or distributor branch of motor vehicles or powersport vehicles, for the purpose of making or promoting the sale of its motor vehicles or ENGR.powersport vehicles, or for supervising or contacting its dealers or prospective dealers;

H.

B.

NO.

2160 Page 7 powersport vehicles, or for supervising or contacting its dealers or prospective dealers;

"Franchise"“Franchise” means any contract or agreement between a new motor vehicle dealer or a powersports vehicle dealer and a manufacturer of a new motor vehicle or powersports vehicle or its distributor or factory branch by which the new motor vehicle dealer or new powersports vehicle dealer is authorized to engage in the activities of a new motor vehicle dealer or new powersports vehicle dealer as defined by this section;

"New“New or unused motor vehicle"vehicle” means a vehicle which is in the possession of the manufacturer or distributor or has been sold only to the holder of a valid franchise granted by the manufacturer orENR. distributor for the sale of that make of new vehicle so long as the manufacturer's statement of origin has not been assigned to anyone other than a licensed franchised new motor vehicle dealer of the same line-make;

13.

"Area of responsibility" means the geographical area, as designated by the manufacturer, factory branch, factory representative, distributor, distributor branch, or distributor representative, in which the new motor vehicle dealer or powersports dealer is held responsible for the promotion and development of sales and rendering of service for the make of motor vehicle or powersports vehicle for which the new motor vehicle dealer or new powersports vehicle dealer holds a franchise or selling agreement;

ENGR.

2160 Page 85 14.or distributor for the sale of that make of new vehicle so long as the manufacturer’s statement of origin has not been assigned to anyone other than a licensed franchised new motor vehicle dealer of the same line-make;

"Off13. premises" means at a location other than the address designated on the new motor vehicle dealer's or new powersports vehicle dealer's license;

“Area of responsibility” means the geographical area, as designated by the manufacturer, factory branch, factory representative, distributor, distributor branch, or distributor representative, in which the new motor vehicle dealer or powersports dealer is held responsible for the promotion and development of sales and rendering of service for the make of motor vehicle or powersports vehicle for which the new motor vehicle dealer or new powersports vehicle dealer holds a franchise or selling agreement;

14.

“Off premises” means at a location other than the address designated on the new motor vehicle dealer’s or new powersports vehicle dealer’s license;

"Sponsoring“Sponsoring entity"entity” means any person, firm, association, corporation, or trust which has control, either permanently or temporarily, over the real property upon which the off-premises sale or display is conducted;

"Product"“Product” means new motor vehicles and new motor vehicle parts or new powersports vehicle and new powersports vehicle parts;

"Service"“Service” means motor vehicle or powersports vehicle warranty repairs including both parts and labor;

"Lead"“Lead” means a consumer contact in response to a factory program designed to generate interest in purchasing or leasing a new motor vehicle or new powersports vehicle;

"Sell"“Sell” or "sale"“sale” means to sell or lease;

"Factory"“Factory” means a manufacturer, distributor, factory branch, distributor branch, factory representative, or distributor representative, which manufactures or distributes vehicle products, motor vehicles or powersports vehicles, or that maintains factory representatives;

"Powersports“Powersports vehicle"vehicle” means any new or unused motorcycles, scooters, mopeds, all-terrain vehicles, and utility vehicles required to be registered under the Oklahoma Vehicle License and Registration Act, with the exception of all-terrain vehicles, ENGR.ENR.

2160 Page 96 utility vehicles, and motorcycles used exclusively for off-road use which are sold by a retail implement dealer;

"Powersports“Powersports vehicle dealer"dealer” means any person, firm, or corporation, resident or nonresident, that is in the business of selling any new powersports vehicles except for retail implement dealers;

"Retail“Retail implement dealer"dealer” means a business engaged primarily in the sale of farm tractors as defined in Section 1-118 of this title or implements of husbandry as defined in Section 1-125 of this title or a combination thereof and is exempt from licensing by the Commission for the sale of all-terrain vehicles, utility vehicles, and motorcycles used exclusively for off-road use;

"Consumer“Consumer data"data” means nonpublic personal information as defined in 15 U.S.C., Section 6809(4) as it existed on January 1, 2023, that is:

The term shall not include the same or similar data obtained by a manufacturer from any source other than the new motor vehicle dealer or new motor vehicle dealer'sdealer’s data management system;

"Fleet“Fleet vehicle"vehicle” means a new motor vehicle sold and titled or registered to a business and used for business purposes only.

ENGR.SECTION 3.

H.

B.

NO.

2160 Page 10 SECTION 3.

Each of the Commissioners thus appointed shall, at the time of the appointment, be a resident in good faith of this state, shall be of goodENR. moral character, and each of the industry related Commissioners shall have been actually engaged in the manufacture, distribution, or sale of new motor vehicles, new powersport vehicles or new recreational vehicles for not less than ten (10) years preceding the appointment.

H.

B.

NO.

2160 Page 7 good moral character, and each of the industry related Commissioners shall have been actually engaged in the manufacture, distribution, or sale of new motor vehicles, new powersport vehicles or new recreational vehicles for not less than ten (10) years preceding the appointment.

ENGR.a.

H.

B.

NO.

2160 Page 11 a.

In event of death,ENR. resignation, removal, or term automatically expiring of any ENGR.

2160 Page 128 death, resignation, removal, or term automatically expiring of any person serving on the Commission, the vacancy shall be filled by appointment as provided for the unexpired portion of the term.

The Commission shall maintain its office and transact its business in Oklahoma ENGR.City, and it is authorized to adopt and use a seal.

H.

B.

NO.

2160 Page 13 City, and it is authorized to adopt and use a seal.

Spot delivery agreement forms shall be required for all new motor vehicle or powersport vehicle deliveries subject to dealers finding lendingENR. institutions to purchase the retail or lease installment contracts executed by the purchasing and selling parties.

G.

All fees, charges and fines collected under the provisions of Section 561 et seq.

of this title shall be deposited by the Executive Director in the State Treasury in accordance with the depository laws of this state in a special fund to be known as the "Oklahoma New Motor Vehicle Commission Fund", which is hereby ENGR.

2160 Page 149 created,lending andinstitutions exceptto aspurchase hereinafter provided the moniesretail inor thelease fundinstallment shallcontracts beexecuted used by the Commissionpurchasing for the purpose of carrying out and enforcingselling theparties. provisions of Section 561 et seq.

G.

All fees, charges and fines collected under the provisions of Section 561 et seq.

of this title shall be deposited by the Executive Director in the State Treasury in accordance with the depository laws of this state in a special fund to be known as the “Oklahoma New Motor Vehicle Commission Fund”, which is hereby created, and except as hereinafter provided the monies in the fund shall be used by the Commission for the purpose of carrying out and enforcing the provisions of Section 561 et seq.

ENGR.SECTION 4.

H.

B.

NO.

2160 Page 15 SECTION 4.

It shall be unlawful for any person, firm, association, corporation, or trust to engage in business as, or serve in the capacity of, or act as a new motor vehicle dealer, powersports vehicle dealer, or new motor vehicle manufacturer, or distributor of new motor vehicles or powersports vehicles, or, factory branch, distributor branch or, factory representative, or distributor representative, as defined in Section 562 of this title, inENR. this state without first obtaining a license therefor as provided for by law.

Any person, firm, association, corporation, or trust engaging in more than one of such capacities or having more than one place where such business is carried on or conducted in this state, shall be required to obtain and hold a current license for each thereof.

Provided that, a new motor vehicle dealer's or powersports vehicle dealer's license shall authorize one person to sell in the event without the necessity of registering as a salesperson, so long as such person shall be the is an owner of a proprietorship the dealership, or the person designated as principal in the dealer's franchise or the managing officer or one partner if no principal person is named in the franchise.

It is further provided that a factory or an entity affiliated by any ownership or control by the factory shall not be permitted to be licensed as a new motor vehicle ENGR.

2160 Page 1610 dealer in this state,state exceptwithout asfirst providedobtaining bya subparagraphlicense btherefor ofas paragraphprovided 12for ofby Sectionlaw. 565 of this title.

Any person, firm, association, corporation, or trust engaging in more than one of such capacities or having more than one place where such business is carried on or conducted in this state shall be required to obtain and hold a current license for each thereof.

Provided that, a new motor vehicle dealer’s or powersports vehicle dealer’s license shall authorize one person to sell in the event without the necessity of registering as a salesperson, so long as such person shall be the is an owner of a proprietorship the dealership, or the person designated as principal in the dealer’s franchise or the managing officer or one partner if no principal person is named in the franchise.

It is further provided that a factory or an entity affiliated by any ownership or control by the factory shall not be permitted to be licensed as a new motor vehicle dealer in this state, except as provided by subparagraph b of paragraph 12 of Section 565 of this title.

The Commission shall require in such application, or otherwise, information relating to the applicant'sapplicant’s current financial standing, the applicant'sapplicant’s business integrity, the applicant'sapplicant’s criminal convictions or criminal or civil court proceedings history, whether the applicant has an established place of business and is primarily engaged in the pursuit, avocation, or business for which a license, or licenses, are applied for, and whether the applicant is able to properly conduct the business for which a license, or licenses, are applied for, and such other pertinent information consistent with the safeguarding of the public interest and the public welfare.

In the event any application is denied and the license applied for is not issued, the entire license fee shall be returned ENGR.to the applicant.

All licenses issued under the provisions of Section 561 et seq.

of this title shall expire on June 30, following the date of issue and shall be nontransferable.

All applications for renewal of a license for a new motor vehicle dealer, powersports vehicle dealer, manufacturer, distributor, factory branch, distributor branch, or manufacturer’s or distributor’s ENR.

2160 Page 1711 torepresentative theshall applicant.be submitted by June 1 of each year, and such license or licenses will be issued by July 1.

AllIf licensesapplications issuedhave undernot thebeen provisionsmade for renewal of Sectionlicenses 561at etthe seq.times described in this subsection, it shall be illegal for any person to represent himself or herself and act as a dealer, manufacturer, distributor, or manufacturer’s or distributor’s representative.

ofService thisOklahoma titleand shalllicensed expireoperators onwill Junebe 30,notified followingnot theto dateaccept such dealers’ titles manufacturers’ statements or certificates of issueorigin andfor shallunlicensed bedealers nontransferable.until such time as their licenses have been issued by the Commission.

All applications for renewal of a license for a new motor vehicle dealer, powersports vehicle dealer, manufacturer, distributor, factory branch, distributor branch, or manufacturer's or distributor's representative shall be submitted by June 1 of each year, and such license or licenses will be issued by July 1.

If applications have not been made for renewal of licenses at the times described in this subsection, it shall be illegal for any person to represent himself or herself and act as a dealer, manufacturer, distributor, or manufacturer's or distributor's representative.

Service Oklahoma and licensed operators will be notified not to accept such dealers' titles manufacturer's statements or certificates of origin for unlicensed dealers until such time as their licenses have been issued by the Commission.

ENGR.2.

H.

B.

NO.

2160 Page 18 2.

In case such location is changed, the Commission may endorse the change of location on the license without charge unless the change of address triggers a relocationENR. of a new motor vehicle dealer or new powersports vehicle dealer pursuant to the provisions of Section 578.1 of this title.

The licenses of each new vehicle dealer shall be posted in a ENGR.

2160 Page 1912 conspicuousrelocation placeof ina thenew dealer'smotor licensee'svehicle placedealer or placesnew powersports vehicle dealer pursuant to the provisions of business.Section 578.1 of this title.

The licenses of each new vehicle dealer shall be posted in a conspicuous place in the dealer’s licensee’s place or places of business.

The name of the employer of such factory representative or distributor representative shall be stated on the representative'srepresentative’s license.

The cost of registration and any administrative fine is to be borne by the salesperson'ssalesperson’s employing entity of the new salesperson.

The Commission shall promulgate rules and procedures necessary for the ENGR.implementation and creation of the registry and the issuance of certificates of registration.

H.

B.

NO.

2160 Page 20 implementation and creation of the registry and the issuance of certificates of registration.

1.ENR.

H.

B.

NO.

2160 Page 13 1.

ENGR.a.

H.

B.

NO.

2160 Page 21 a.

has committed a fraudulent act in selling, purchasing, or otherwise dealing in new motor vehicles or new powersports vehicles or has misrepresented the terms andENR. conditions of a sale, purchase or contract for sale or purchase of a new motor vehicle or new ENGR.

2160 Page 2214 and conditions of a sale, purchase or contract for sale or purchase of a new motor vehicle or new powersports vehicle or any interest therein including an option to purchase such vehicle, g.

does not provide for a suitable repair shop separate from the display room with ample space to repair or recondition one or more vehicles at the same time, and which is staffed with properly trained and qualified repair technicians and is equipped with such parts, tools, and equipment as may be requisite for the servicing of motor vehicles in such a manner as to make them comply with the safety laws of this state ENGR.and to properly fulfill the dealer’s or manufacturer’s warranty obligation, c.

does not hold a franchise in effect with a manufacturer or distributor of new or unused vehicles for the sale of the same and is not authorized by the manufacturer or distributor to render predelivery preparation of such vehicles sold to purchasers and to perform any authorized post-sale work pursuant to the manufacturer’s or distributor’s warranty, d.

employs or utilizes the services of used motor vehicle lots or dealers or other unlicensed persons or ENR.

2160 Page 2315 andunregistered topersons properlyin fulfillconnection with the dealer'ssale orof manufacturer'snew warrantyvehicles, obligation,e. c.

does not hold a franchise in effect with a manufacturer or distributor of new or unused vehicles for the sale of the same and is not authorized by the manufacturer or distributor to render predelivery preparation of such vehicles sold to purchasers and to perform any authorized post-sale work pursuant to the manufacturer's or distributor's warranty, d.

employs or utilizes the services of used motor vehicle lots or dealers or other unlicensed persons or unregistered persons in connection with the sale of new vehicles, e.

fails to order and stock a reasonable number of new motor vehicles necessary to meet consumer demand for each of the new motor vehicles included in the new motor vehicle dealer'sdealer’s franchise agreement, unless the new motor vehicles are not readily available from the manufacturer or distributor due to limited production;

ENGR.a.

H.

B.

NO.

2160 Page 24 a.

induced under threat or discrimination by the withholding from delivery to a new motor vehicle dealer or new powersports vehicle dealer certain models of motor vehicles, changing or amending unilaterally the new motor vehicle dealer'sdealer’s allotment of motor vehicles, and/or withholding and delaying delivery of the vehicles out of the ordinary course of ENGR.business, in order to induce by such coercion any new ENR.

2160 Page 2516 business, in order to induce by such coercion any new motor vehicle dealer or new powersports vehicle dealer to participate or contribute to any local or national advertising fund controlled directly or indirectly by the factory or for any other purposes such as contest, "giveaways",“giveaways”, or other so-called sales promotional devices, and/or change of quotas in any sales contest;

used a performance standard for measuring sales or service performance of any new motor vehicle dealer or ENGR.new powersports vehicle dealer under the terms of the franchise agreement which:

(1) is unfair, unreasonable, arbitrary, or inequitable, and (2) does not consider the relevant and material local and state or regional criteria, including prevailing economic conditions affecting the sales or service performance of a vehicle dealer or any relevant and material data and facts presented by the dealer in writing within thirty (30) days of the written notice of the manufacturer to the dealer of its intention to cancel, terminate, or not renew the dealer’s franchise agreement, e.

failed or refused to sell, or offer for sale, new motor vehicles to all of its authorized same line-make franchised new motor vehicle dealers or new powersports vehicle dealers at the same price for a ENR.

2160 Page 2617 newcomparably powersportsequipped vehiclemotor dealervehicle, underon the termssame terms, with no differential in functionally available discount, allowance, credit, or bonus, except as provided in subparagraph e of theparagraph franchise9 agreementof which:this subsection, f.

(1) is unfair, unreasonable, arbitrary, or inequitable, and (2) does not consider the relevant and material local and state or regional criteria, including prevailing economic conditions affecting the sales or service performance of a vehicle dealer or any relevant and material data and facts presented by the dealer in writing within thirty (30) days of the written notice of the manufacturer to the dealer of its intention to cancel, terminate, or not renew the dealer's franchise agreement, e.

failed or refused to sell, or offer for sale, new motor vehicles to all of its authorized same line-make franchised new motor vehicle dealers or new powersports vehicle dealers at the same price for a comparably equipped motor vehicle, on the same terms, with no differential in functionally available discount, allowance, credit, or bonus, except as provided in subparagraph e of paragraph 9 of this subsection, ENGR.

H.

B.

NO.

2160 Page 27 f.

For purposes of this paragraph, actual cost is the average cost in the new motor vehicle dealer'sdealer’s region for the rental of a substantially similar make and model as the vehicle being serviced, or g.

failed to make available to its new motor vehicle dealers a fair and proportional share of all new vehicles distributed to same line-make dealers in this state, subject to the same reasonable terms, including any vehicles distributed from a common new vehicle inventory pool outside of the factory'sfactory’s ordinary allocation process such as any vehicles the factory reserves to distribute on a discretionary basis;

has directly or indirectly coerced, intimidated, threatened, or ENGR.restrained any new motor vehicle dealer;

H.

B.

NO.

2160 Page 28 restrained any new motor vehicle dealer;

has failed to compensate its dealers for the work and services they are required to perform in connection with the dealer'sdealer’s delivery and preparation obligations according to the agreements on file with the Commission which must be found by the Commission to be reasonable, or has failed to adequately and fairly compensate its dealers for labor, parts, and other expenses incurred by the dealer to perform under and complyENR. with manufacturer's warranty agreements and recall repairs which shall include diagnostic work as applicable and assistance requested by a consumer whose vehicle was subjected to an over-the-air or remote change, repair, or update to any part, system, accessory, or function by the manufacturer and performed by the dealer in order to satisfy the consumer.

Time allowances for the diagnosis and performance of repair work shall be reasonable and adequate for the work to be performed.

Adequate and fair compensation, which under this provision shall be no less than the rates customarily charged for retail consumer repairs as calculated herein, for parts and ENGR.

2160 Page 2918 laborcomply forwith manufacturer’s warranty agreements and recall repairs shall,which atshall theinclude optiondiagnostic ofwork theas newapplicable motorand vehicleassistance dealer,requested be established by thea newconsumer motorwhose vehicle dealerwas submittingsubjected to thean manufacturerover-the-air or distributorremote onechange, hundredrepair, sequentialor nonwarrantyupdate consumer-paidto serviceany repairpart, orderssystem, whichaccessory, contain warranty-like repairs, or ninetyfunction (90)by consecutive days of nonwarranty consumer-paid service repair orders which contain warranty-like repairs, whichever is less, covering repairs made no more than one hundred eighty (180) days before the submissionmanufacturer and declaringperformed by the averagedealer percentagein labororder rateto and/orsatisfy markupthe rate.consumer.

Time allowances for the diagnosis and performance of repair work shall be reasonable and adequate for the work to be performed.

Adequate and fair compensation, which under this provision shall be no less than the rates customarily charged for retail consumer repairs as calculated herein, for parts and labor for warranty and recall repairs shall, at the option of the new motor vehicle dealer, be established by the new motor vehicle dealer submitting to the manufacturer or distributor one hundred sequential nonwarranty consumer-paid service repair orders which contain warranty-like repairs, or ninety (90) consecutive days of nonwarranty consumer-paid service repair orders which contain warranty-like repairs, whichever is less, covering repairs made no more than one hundred eighty (180) days before the submission and declaring the average percentage labor rate and/or markup rate.

The new motor vehicle dealer or new powersports vehicle dealer shall calculate its retail parts rate by determining the total charges for parts from the qualified repair orders submitted, dividing that amount by the new motor vehicle dealer'sdealer’s total cost of the purchase of those parts, subtracting one (1), and multiplying by one hundred (100) to produce a percentage.

The new motor vehicle dealer or new powersports vehicle dealer shall calculate its retail labor rate by dividing the ENGR.amount of the new vehicle dealer’s total labor sales from the qualified repair orders by the total labor hours charged for those sales.

H.

B.

NO.

2160 Page 30 amount of the new vehicle dealer's total labor sales from the qualified repair orders by the total labor hours charged for those sales.

(1)ENR. routine maintenance including but not limited to the replacement of bulbs, fluids, filters, batteries, and belts that are not provided in the course of and related to a repair, (2) factory special events, specials, or promotional discounts for retail consumer repairs, (3) parts sold or repairs performed at wholesale, (4) factory-approved goodwill or policy repairs or replacements, (5) repairs with aftermarket parts, when calculating the retail parts rate but not the retail labor rate, (6) repairs on aftermarket parts, (7) replacement of or work on tires including front- end alignments and wheel or tire rotations, (8) repairs of vehicles owned by the new motor vehicle dealer or new powersports vehicle dealer or employee thereof at the time of the repair, ENGR.

2160 Page 3119 (1) routine maintenance including but not limited to the replacement of bulbs, fluids, filters, batteries, and belts that are not provided in the course of and related to a repair, (2) factory special events, specials, or promotional discounts for retail consumer repairs, (3) parts sold or repairs performed at wholesale, (4) factory-approved goodwill or policy repairs or replacements, (5) repairs with aftermarket parts, when calculating the retail parts rate but not the retail labor rate, (6) repairs on aftermarket parts, (7) replacement of or work on tires including front- end alignments and wheel or tire rotations, (8) repairs of vehicles owned by the new motor vehicle dealer or new powersports vehicle dealer or employee thereof at the time of the repair, (9) vehicle reconditioning, or (10) items that do not have individual part numbers including, but not limited to, nuts, bolts, and fasteners.

If the manufacturer or distributor determines the set of repair orders submitted by the new motor vehicle dealer or new powersports vehicle dealer pursuant to this section for a retail labor rate or retail parts markup rate is substantially higher than the new vehicle dealer'sdealer’s current warranty rates, the manufacturer or distributor may request, in writing, within forty-five (45) days after the manufacturer'sENR. or distributor's receipt of the new vehicle dealer's initial submission, all repair orders closed within the period of thirty (30) days immediately preceding, or thirty (30) days immediately following, the set of repair orders initially submitted by the new motor vehicle dealer.

All time periods under this section shall be suspended until ENGR.

2160 Page 3220 manufacturer’s or distributor’s receipt of the supplementalnew vehicle dealer’s initial submission, all repair orders areclosed provided.within the period of thirty (30) days immediately preceding, or thirty (30) days immediately following, the set of repair orders initially submitted by the new motor vehicle dealer.

All time periods under this section shall be suspended until the supplemental repair orders are provided.

If the declared rate is rebutted, the manufacturer or distributor shall provide written notice stating the reasons for the rebuttal, an explanation of the reasons for the rebuttal, and a copy of all calculations used by the franchisor in determining the manufacturer or distributor'sdistributor’s position and propose an adjustment in writing of the average percentage markup or labor rate based on that rebuttal not later than forty-five (45) days after submission.

If the new motor vehicle dealer or new powersports vehicle dealer does not agree with the proposed average percentage ENGR.markup or labor rate, the new vehicle dealer may file a protest with the Commission not later than thirty (30) days after receipt of that proposal by the manufacturer or distributor.

H.In the event a protest is filed, the manufacturer or distributor shall have the burden of proof to establish the new vehicle dealer’s submitted parts markup rate or labor rate was inaccurate or not complete pursuant to the provisions of this section.

B.

NO.

2160 Page 33 markup or labor rate, the new vehicle dealer may file a protest with the Commission not later than thirty (30) days after receipt of that proposal by the manufacturer or distributor.

In the event a protest is filed, the manufacturer or distributor shall have the burden of proof to establish the new vehicle dealer's submitted parts markup rate or labor rate was inaccurate or not complete pursuant to the provisions of this section.

A manufacturer or distributor may require a dealer to submit repair orders in accordance with this section in order to validateENR. the reasonableness of a dealer's retail rate for parts or labor not more often than once every twelve (12) months.

A manufacturer or distributor may not otherwise recover its costs from new vehicle dealers within this state including a surcharge imposed on a new motor vehicle dealer solely intended to recover the cost of reimbursing a dealer for parts and labor pursuant to this section;

provided, a manufacturer or distributor shall not be prohibited from increasing prices for vehicles or parts in the ENGR.

2160 Page 3421 normalvalidate coursethe reasonableness of businessa ordealer’s fromretail auditingrate andfor chargingparts backor claimslabor innot accordancemore withoften thisthan section.once every twelve (12) months.

A manufacturer or distributor may not otherwise recover its costs from new vehicle dealers within this state including a surcharge imposed on a new motor vehicle dealer solely intended to recover the cost of reimbursing a dealer for parts and labor pursuant to this section;

provided, a manufacturer or distributor shall not be prohibited from increasing prices for vehicles or parts in the normal course of business or from auditing and charging back claims in accordance with this section.

The dealer'sdealer’s delivery, preparation, and warranty obligations as filed with the Commission shall constitute the dealer'sdealer’s sole responsibility for product liability as between the dealer and manufacturer.

Except in ENGR.cases of suspected fraud, audits of incentive payments shall only be for a one-year period immediately following the date of the payment.

H.

B.

NO.

2160 Page 35 cases of suspected fraud, audits of incentive payments shall only be for a one-year period immediately following the date of the payment.

A factory shall not deny a claim or implement a charge-back against a new vehicle dealerENR. after payment of a claim in the event a purchaser of a new vehicle that is the subject of a claim fails to comply with titling or registration laws of this state and is not prevented from compliance by any action of the dealer;

provided, that the factory may require the dealer to provide, within thirty (30) days of notice of charge-back, withholding of payment, or denial of claim, the documentation to demonstrate the vehicle sale, delivery, and customer qualification for an incentive as reported, including consumer name and address and written attestation signed by the dealer operator or general manager stating the consumer was not on the export control ENGR.

2160 Page 3622 listdealer andafter payment of a claim in the dealerevent dida notpurchaser knowof ora havenew reasonvehicle tothat knowis the vehiclesubject wasof beinga exportedclaim fails to comply with titling or resold.registration laws of this state and is not prevented from compliance by any action of the dealer;

provided, that the factory may require the dealer to provide, within thirty (30) days of notice of charge-back, withholding of payment, or denial of claim, the documentation to demonstrate the vehicle sale, delivery, and customer qualification for an incentive as reported, including consumer name and address and written attestation signed by the dealer operator or general manager stating the consumer was not on the export control list and the dealer did not know or have reason to know the vehicle was being exported or resold.

A dealer that receives notice of a proposed charge-back pursuant to a factory'sfactory’s audit has the right to file a protest with the Commission within thirty (30) days after receipt of the notice of the charge-back or audit results, whichever is later.

The factory is prohibited from implementing the charge-back or debiting the dealer'sdealer’s account until either the time frame for filing a protest has passed or a final adjudication is rendered by the Commission, whichever is later, unless the dealer has agreed to the charge-back or charge-backs, c.

(1) that is of the same make and model manufactured, imported, or distributed by the factory and is a line-make that the new motor vehicle dealer is franchised to sell or on which the new motor vehicle dealer is authorized to perform recall repairs, ENGR.(2) that is subject to a stop-sale or do-not-drive order issued by the factory or an authorized governmental agency, ENR.

2160 Page 3723 (2) that is subject to a stop-sale or do-not-drive order issued by the factory or an authorized governmental agency, (3) that is held by the new motor vehicle dealer in the dealer'sdealer’s inventory at the time the stop-sale or do-not-drive order is issued or that is taken by the new motor vehicle dealer into the dealer'sdealer’s inventory after the recall notice as a result of a retail consumer trade-in or a lease return to the dealer inventory in accordance with an applicable lease contract, (4) that cannot be repaired due to the unavailability, within thirty (30) days after issuance of the stop-sale or do-not-drive order, of a remedy or parts necessary for the new motor vehicle dealer to make the recall repair, and (5) that is not at least in the prorated amount of one percent (1.00%) of the value of the vehicle per month beginning on the date that is thirty (30) days after the date on which the stop-sale order was provided to the new motor vehicle dealer until the earlier of either of the following:

ENGR.(a) the date the recall remedy or parts are made available, or (b) the date the new motor vehicle dealer sells, trades, or otherwise disposes of the affected used motor vehicle.

H.

B.

NO.

2160 Page 38 (a) the date the recall remedy or parts are made available, or (b) the date the new motor vehicle dealer sells, trades, or otherwise disposes of the affected used motor vehicle.

All reimbursement claims made by new motor vehicle dealers pursuant to this section for recall remedies or repairs, or for compensation where no part or repair is reasonably available and the vehicle is subject to a stop-sale or do-not-drive order, shall be subject to theENR. same limitations and requirements as a warranty reimbursement claim made under subparagraph b of this paragraph.

In the alternative, a manufacturer may compensate its franchised new motor vehicle dealers ENGR.

2160 Page 3924 underthe same limitations and requirements as a nationalwarranty recallreimbursement compensationclaim program;made under subparagraph b of this paragraph.

In the alternative, a manufacturer may compensate its franchised new motor vehicle dealers under a national recall compensation program;

unreasonably fails or refuses to offer to its same line-make franchised dealers a reasonable supply and mix of all models manufactured for that line-make, or unreasonably requires a dealer to pay any extra fee, purchase unreasonable advertising displays or other materials, or enter into a separate agreement which adversely alters the rights or obligations contained within the dealer'sdealer’s existing franchise agreement or which waives any right of the new motor vehicle dealer or new powersports vehicle dealer as protected by Section 561 et seq.

of this title, or remodel, ENGR.renovate, or recondition the dealer’s existing facilities as a prerequisite to receiving a model or series of vehicles, except as may be necessary to sell or service the model or series of vehicles as provided by subparagraph e of this paragraph.

H.

B.

NO.

2160 Page 40 renovate, or recondition the dealer's existing facilities as a prerequisite to receiving a model or series of vehicles, except as may be necessary to sell or service the model or series of vehicles as provided by subparagraph e of this paragraph.

However, this subparagraph shall not apply to limited production model vehicles, a vehicle notENR. advertised by the factory for sale in this state, vehicles that are subject to allocation affected by federal environmental laws or environmental laws of this state, or vehicles allocated in response to an unforeseen event or circumstance, e.

except as necessary to comply with a health or safety law, or to comply with a technology requirement which is necessary to sell or service a vehicle that the ENGR.

2160 Page 4125 franchisednot newadvertised motorby vehiclethe dealerfactory orfor newsale powersportsin vehiclethis dealerstate, isvehicles authorizedthat orare licensedsubject by the franchisor to sellallocation oraffected service,by requiresfederal aenvironmental dealerlaws to construct a new facility or substantiallyenvironmental renovatelaws theof dealer'sthis existingstate, facility unless the facility construction or renovationvehicles isallocated justified by the economic conditions existing at the time, as well as the reasonably foreseeable projections, in theresponse newto motoran vehicleunforeseen dealer'sevent marketor andcircumstance, ine. the automotive industry.

except as necessary to comply with a health or safety law, or to comply with a technology requirement which is necessary to sell or service a vehicle that the franchised new motor vehicle dealer or new powersports vehicle dealer is authorized or licensed by the franchisor to sell or service, requires a dealer to construct a new facility or substantially renovate the dealer’s existing facility unless the facility construction or renovation is justified by the economic conditions existing at the time, as well as the reasonably foreseeable projections, in the new motor vehicle dealer’s market and in the automotive industry.

Except as necessary to comply with a health or safety law, or to comply with a technology or safety requirement which is necessary to sell or service a motor vehicle or powersports vehicle that the franchised dealer is authorized or licensed by the franchisor to sell or service, a new vehicle dealer which completes a facility construction or renovation ENGR.pursuant to factory requirements shall not be required to construct a new facility or renovate the existing facility if the same area of the facility or premises has been constructed or substantially altered within the last ten (10) years and the construction or alteration was approved by the manufacturer as a part of a facility upgrade program, standard, or policy.

For purposes of this subparagraph, “substantially altered” means to perform an alteration that substantially impacts the architectural features, characteristics, or integrity of a structure or lot.

The term shall not include routine maintenance ENR.

2160 Page 4226 pursuantreasonably tonecessary factory requirements shall not be required to constructmaintain a newdealership facilityin orattractive renovatecondition. the existing facility if the same area of the facility or premises has been constructed or substantially altered within the last ten (10) years and the construction or alteration was approved by the manufacturer as a part of a facility upgrade program, standard, or policy.

ForIf purposesa facility upgrade program, standard, or policy under which the dealer completed a facility construction or substantial alteration does not contain a specific time period during which the manufacturer or distributor shall provide payments or benefits to a participating dealer, or the time frame specified under the program is reduced or canceled prematurely in the unilateral discretion of thisthe subparagraph,manufacturer "substantiallyor altered"distributor, meansthe manufacturer or distributor shall not deny the participating dealer any payment or benefit under the terms of the program, standard, or policy as it existed when the dealer began to perform anunder alterationthe thatprogram, substantiallystandard, impactsor policy for the architecturalbalance features,of characteristics,the orten-year integrityperiod, regardless of awhether structurethe manufacturer’s or lot.distributor’s program, standard, or policy has been changed or canceled, unless the manufacturer and dealer agree, in writing, to the change in payment or benefit, f.

The term shall not include routine maintenance reasonably necessary to maintain a dealership in attractive condition.

If a facility upgrade program, standard, or policy under which the dealer completed a facility construction or substantial alteration does not contain a specific time period during which the manufacturer or distributor shall provide payments or benefits to a participating dealer, or the time frame specified under the program is reduced or canceled prematurely in the unilateral discretion of the manufacturer or distributor, the manufacturer or distributor shall not deny the participating dealer any payment or benefit under the terms of the program, ENGR.

H.

B.

NO.

2160 Page 43 standard, or policy as it existed when the dealer began to perform under the program, standard, or policy for the balance of the ten-year period, regardless of whether the manufacturer's or distributor's program, standard, or policy has been changed or canceled, unless the manufacturer and dealer agree, in writing, to the change in payment or benefit, f.

provided, that this section shall not restrict the terms of any agreement for such exclusive facility voluntarily entered into and supported by valuable consideration separate from the new motor vehicle dealer'sdealer’s right to sell and service motor vehicles for the franchisor, g.

requires a new motor vehicle dealer or new powersports vehicle dealer to enter into a site-control agreement covering any or all of the new motor vehicle dealer'sdealer’s facilities or premises;

provided, that this section shall not restrict the terms of any site-control agreement voluntarily entered into and supported by valuable consideration separate from the new motor ENGR.vehicle dealer’s right to sell and service motor vehicles for the franchisor.

Notwithstanding the foregoing or the terms of any site-control agreement, a site-control agreement automatically extinguishes if all of the factory’s franchises that operated from the location that are the subject of the site-control ENR.

2160 Page 4427 vehicleagreement dealer'sare rightterminated toby sellthe andfactory serviceas motorpart vehiclesof for the franchisor.discontinuance of a product line, h.

Notwithstandingrefuses theto foregoingpay, or theclaims termsreimbursement offrom, anya site-controlnew agreement,motor avehicle site-controldealer agreementor automaticallynew extinguishespowersports ifvehicle alldealer offor sales, incentives, or other payments related to a vehicle sold by the factory'sdealer franchisesbecause thatthe operatedpurchaser fromof the locationnew thatvehicle areexported or resold the subjectvehicle in violation of the site-controlpolicy agreementof arethe terminatedfactory byunless the factory ascan partshow that, at the time of the discontinuancesale, the new vehicle dealer knew or reasonably should have known of athe productpurchaser’s line,intention h.to export or resell the vehicle.

refuses to pay, or claims reimbursement from, a new motor vehicle dealer or new powersports vehicle dealer for sales, incentives, or other payments related to a vehicle sold by the dealer because the purchaser of the new vehicle exported or resold the vehicle in violation of the policy of the factory unless the factory can show that, at the time of the sale, the new vehicle dealer knew or reasonably should have known of the purchaser's intention to export or resell the vehicle.

requires a new motor vehicle dealer or new powersports vehicle dealer to purchase goods or services for the ENGR.construction, renovation, or improvement of the new dealer’s facility from a vendor chosen by the factory if goods or services available from other sources are of substantially similar quality and design and comply with all applicable laws;

H.provided, however, that such goods are not subject to the factory’s intellectual property or trademark rights and the new vehicle dealer has received the factory’s approval, which approval may not be unreasonably withheld.

B.Nothing in this subparagraph may be construed to allow a new motor vehicle dealer or new powersports vehicle dealer to impair or eliminate a factory’s intellectual property, trademark rights, or trade dress usage guidelines.

NO.

2160 Page 45 construction, renovation, or improvement of the new dealer's facility from a vendor chosen by the factory if goods or services available from other sources are of substantially similar quality and design and comply with all applicable laws;

provided, however, that such goods are not subject to the factory's intellectual property or trademark rights and the new vehicle dealer has received the factory's approval, which approval may not be unreasonably withheld.

Nothing in this subparagraph may be construed to allow a new motor vehicle dealer or new powersports vehicle dealer to impair or eliminate a factory's intellectual property, trademark rights, or trade dress usage guidelines.

Upon the request of any new motor vehicle dealer or new powersports vehicle dealer franchised by it, a factory shall disclose in writingENR. to the dealer the basis upon which new ENGR.

2160 Page 4628 writing to the dealer the basis upon which new vehicles are allocated, scheduled, and delivered among the new motor vehicle dealers of the same line-make for that factory, or b.

The creation of a line-make shall not be deemed to be a change of an established plan or system of motor vehicle distribution as long as the new line-make is not selling the same, or substantially the same vehicle or vehicles previously sold through another ENGR.line-make by new motor vehicle dealers or new powersports vehicle dealers with an active franchise agreement for the other line-make in the state if such dealers are no longer authorized to sell the comparable vehicle previously sold through their line- make.

H.Changing a vehicle’s powertrain is not sufficient to show it is substantially different.

B.

NO.

2160 Page 47 line-make by new motor vehicle dealers or new powersports vehicle dealers with an active franchise agreement for the other line-make in the state if such dealers are no longer authorized to sell the comparable vehicle previously sold through their line- make.

Changing a vehicle's powertrain is not sufficient to show it is substantially different.

Being a factory that sells directly or indirectly new motor vehicles or new powersports vehicles to any retail consumer in the stateENR. except through a new motor vehicle dealer or new powersports vehicle dealer holding a franchise for the line-make that includes the new motor vehicle or new powersports vehicle.

This paragraph does not apply to factory sales of new vehicles to its employees, family members of employees, retirees and family members of retirees, not-for-profit organizations, or the federal, state, or ENGR.

2160 Page 4829 localstate governments.except through a new motor vehicle dealer or new powersports vehicle dealer holding a franchise for the line-make that includes the new motor vehicle or new powersports vehicle.

This paragraph does not apply to factory sales of new vehicles to its employees, family members of employees, retirees and family members of retirees, not-for-profit organizations, or the federal, state, or local governments.

The ENGR.dealer development candidate can reasonably expect to acquire full ownership of a new vehicle dealer within a reasonable period of time not to exceed ten (10) years and on reasonable terms and conditions.

The ten-year acquisition period may be expanded for good cause shown.

(2) This paragraph does not prohibit a factory from owning, operating, controlling, or acting in the capacity of a new motor vehicle dealer or new ENR.

2160 Page 4930 dealerpowersports developmentvehicle candidatedealer canfor reasonablya expectperiod not to acquireexceed fulltwelve ownership(12) ofmonths aduring newthe vehicletransition from one independent dealer withinto aanother reasonableindependent perioddealer ofif timethe notdealership tois exceedfor tensale (10)at yearsa reasonable price and on reasonable terms and conditions.conditions to an independent qualified buyer.

The ten-year acquisition period may be expanded for good cause shown.

(2) This paragraph does not prohibit a factory from owning, operating, controlling, or acting in the capacity of a new motor vehicle dealer or new powersports vehicle dealer for a period not to exceed twelve (12) months during the transition from one independent dealer to another independent dealer if the dealership is for sale at a reasonable price and on reasonable terms and conditions to an independent qualified buyer.

ENGR.(4) This paragraph does not prohibit a factory from owning, directly or indirectly, a minority interest in an entity that owns, operates, or controls motor vehicle dealerships or powersports vehicle dealerships of the same line-make franchised by the manufacturer, provided that each of the following conditions are met:

(a) all of the new motor vehicle or new powersports vehicle dealerships selling the vehicles of that manufacturer in this state trade exclusively in the line-make of that manufacturer, (b) all of the franchise agreements of the manufacturer confer rights on the dealer of the line-make to develop and operate, within a defined geographic territory or area, as many dealership facilities as the dealer and manufacturer shall agree are appropriate, (c) at the time the manufacturer first acquires an ownership interest or assumes operation, the distance between any dealership thus owned or operated and the nearest unaffiliated new motor vehicle or new powersports vehicle dealership trading in ENR.

2160 Page 5031 (4)the Thissame paragraphline-make doesis not prohibitless athan factoryseventy from(70) owning,miles, directly(d) orduring indirectly,any aperiod minorityin interestwhich inthe manufacturer has such an entityownership thatinterest, owns,the operates,manufacturer orhas controlsno more than three franchise agreements with new motor vehicle dealershipsdealers or new powersports vehicle dealershipsdealers oflicensed by the sameOklahoma line-makeNew franchisedMotor byVehicle Commission to do business within the manufacturer,state, providedand that(e) eachprior to January 1, 2000, the factory shall have furnished or made available to prospective new vehicle dealers an offering circular in accordance with the Trade Regulation Rule on Franchising of the followingFederal conditionsTrade areCommission, met:and any guidelines and exemptions issued thereunder, which disclose the possibility that the factory may from time to time seek to own or acquire, directly or indirectly, ownership interests in retail dealerships;

(a) all of the new motor vehicle or new powersports vehicle dealerships selling the vehicles of that manufacturer in this state trade exclusively in the line-make of that manufacturer, (b) all of the franchise agreements of the manufacturer confer rights on the dealer of the line-make to develop and operate, within a defined geographic territory or area, as many dealership facilities as the dealer and manufacturer shall agree are appropriate, (c) at the time the manufacturer first acquires an ownership interest or assumes operation, the distance between any dealership thus owned or operated and the nearest unaffiliated new motor vehicle or new powersports vehicle dealership trading in ENGR.

H.

B.

NO.

2160 Page 51 the same line-make is not less than seventy (70) miles, (d) during any period in which the manufacturer has such an ownership interest, the manufacturer has no more than three franchise agreements with new motor vehicle dealers or new powersports vehicle dealers licensed by the Oklahoma New Motor Vehicle Commission to do business within the state, and (e) prior to January 1, 2000, the factory shall have furnished or made available to prospective new vehicle dealers an offering circular in accordance with the Trade Regulation Rule on Franchising of the Federal Trade Commission, and any guidelines and exemptions issued thereunder, which disclose the possibility that the factory may from time to time seek to own or acquire, directly or indirectly, ownership interests in retail dealerships;

Being a factory which directly or indirectly makes available for public disclosure any proprietary information provided to the factory by a new motor vehicle dealer or new powersports ENGR.vehicle dealer, other than in composite form to new vehicle dealers in the same line-make or in response to a subpoena or order of the Commission or a court.

H.

B.

NO.

2160 Page 52 vehicle dealer, other than in composite form to new vehicle dealers in the same line-make or in response to a subpoena or order of the Commission or a court.

15.ENR.

H.

B.

NO.

2160 Page 32 15.

Reasonable guidelines do not include exclusivity or site control unless agreed to as set ENGR.forth in subparagraphs f and g of paragraph 9 of this subsection, b.

H.

B.

NO.

2160 Page 53 forth in subparagraphs f and g of paragraph 9 of this subsection, b.

the factory has sixty (60) days from receipt of the new motor vehicle dealer'sdealer’s or powersports vehicle dealer’s relocation request to approve or deny the request.

Being a factory that increases prices of new motor vehicles or new powersports vehicles which the dealer had ordered for retail consumers and notified the factory prior to the dealer'sdealer’s receipt of the written official price increase notification.

A sales contract signed by a retail consumer accompanied with proof of order ENGR.submission to the factory shall constitute evidence of each such order, provided that the vehicle is in fact delivered to the consumer.

Price differences applicable to new models or series motor vehicles at the time of the introduction of new models or ENR.

2160 Page 5433 submissionseries to the factory shall constitutenot evidencebe ofconsidered eacha suchprice order,increase providedfor thatpurposes theof vehiclethis isparagraph. in fact delivered to the consumer.

Price differences applicable to new models or series motor vehicles at the time of the introduction of new models or series shall not be considered a price increase for purposes of this paragraph.

Being a factory that denies any new motor vehicle dealer or new powersports vehicle dealer the right of free association with ENGR.any other dealer for any lawful purpose, unless otherwise permitted by this chapter;

H.

B.

NO.

2160 Page 55 any other dealer for any lawful purpose, unless otherwise permitted by this chapter;

by measuring dealer'sdealer’s performance under the franchise based on the sale of extended service contracts, extended maintenance plans, or similar products offered, endorsed, or sponsored by the manufacturer or distributor.

Notwithstanding the terms of any franchise agreement, in the event of a proposed sale or transfer of a new motor vehicle dealership,ENR. the manufacturer or distributor shall be permitted to exercise a right of first refusal to acquire the assets or ownership interest of the dealer of the new motor vehicle or new powersports vehicle dealership, if such sale or transfer is conditioned upon the manufacturer or dealer entering into a dealer agreement with the proposed new owner or transferee, only if all the following requirements are met:

ENGR.

2160 Page 5634 1.dealership, the manufacturer or distributor shall be permitted to exercise a right of first refusal to acquire the assets or ownership interest of the dealer of the new motor vehicle or new powersports vehicle dealership, if such sale or transfer is conditioned upon the manufacturer or dealer entering into a dealer agreement with the proposed new owner or transferee, only if all the following requirements are met:

To1. exercise its right of first refusal, the factory must notify the new motor vehicle dealer or new powersports vehicle dealer in writing within sixty (60) days of receipt of the completed proposal for the proposed sale transfer;

To exercise its right of first refusal, the factory The manufacturer or distributor must notify the new motor vehicle dealer or new powersports vehicle dealer of its intent to exercise the right of first refusal in writing within sixty (60) days of receipt of the completed proposal for the proposed sale or transfer;

If the proposed new motor vehicle dealership sale or transfer includes the sale, transfer, or lease of the real property and improvements thereon, then the right of first refusal shall include the same terms for the purchase or lease of the real property and all improvements thereon for thenot sameless orthan greaterthe consideration as the new motor vehicle dealer has contracted to receive in connection with the proposed sale or transfer;

The factory agrees to pay the reasonable expenses, including attorney fees which do not exceed the usual, customary, and reasonable fees charged for similar work done for other clients incurred by the proposed new owner and transferee prior to the ENGR.exercise by the factory of its right of first refusal in negotiating and implementing the contract for the proposed sale or transfer of the dealership or dealership assets.

Notwithstanding the foregoing, no payment of expenses and attorney fees shall be required if the proposed new dealer or transferee has not submitted or caused to be submitted an accounting of those expenses within thirty (30) days of receipt of the written request of the factory for such an accounting.

The accounting may be requested by a factory before exercising its right of first refusal;

and ENR.

2160 Page 5735 exercise5. by the factory of its right of first refusal in negotiating and implementing the contract for the proposed sale or transfer of the dealership or dealership assets.

Notwithstanding the foregoing, no payment of expenses and attorney fees shall be required if the proposed new dealer or transferee has not submitted or caused to be submitted an accounting of those expenses within thirty (30) days of receipt of the written request of the factory for such an accounting.

The accounting may be requested by a factory before exercising its right of first refusal;

and 5.

IfFor athe proposedpurposes sale or transfer (the transaction) by a new motor vehicle dealer (selling dealer) of athis newparagraph, motor“multi-dealership vehicletransaction” dealershipmeans ownedany inproposed wholesale, transfer, or inassignment partthat byinvolves atwo selling dealer, is part of a sale or transfer of more than one new motor vehicle dealershipdealerships ownedthat inare wholebeing orsold inas part by a selling dealer, then any right of firstthe refusalsame ofoverall anytransaction manufacturer or distributor (factory) shall not be exercised or otherwise enforced unless the purchaser (purchasing dealer) of a sellingseries dealer's dealerships agrees in writing to proceed with the purchase of therelated dealershipstransactions thatintended areby the subjectparties of the transaction without the dealerships subject to theconstitute righta ofsingle firstdeal. refusal.

In ordera formulti-dealership anytransaction, the selling dealer may withdraw the proposed sale, transfer, or assignment of the dealership that is subject to seekthe enforcementmanufacturer’s or distributor’s right of first refusal in response to the provisionsmanufacturer’s or distributor’s timely received notice of thisintent paragraphto 5,exercise the sellingright dealerof ENGR.first refusal as follows:

(1) the selling dealer shall provide written notice to the manufacturer or distributor within thirty (30) days of receipt of the manufacturer’s or distributor’s timely received notice of intent to exercise the right of first refusal, stating that either:

(a) the entire multi-dealership transaction has been withdrawn, or (b) the specific dealership subject to the timely received notice of manufacturer’s or distributor’s intent to exercise the right of first refusal has been excluded from the multi-dealership transaction, (2) upon the manufacturer’s or distributor’s receipt of the selling dealer’s withdrawal notice under division (1) of this subparagraph, the proposed sale, transfer, or assignment of the dealership subject to the manufacturer’s or distributor’s timely received notice of intent to exercise the right of first refusal shall be deemed withdrawn, and the manufacturer’s or distributor’s right of first refusal with respect to that dealership shall be deemed extinguished, and ENR.

2160 Page 5836 shall(3) followif the selling dealer does not provide the withdrawal notice provisionswithin the thirty-day period, the manufacturer or distributor may proceed with exercising the right of thisfirst section.refusal.

The selling dealer shall notify the purchasing dealer within seven (7) days of the selling dealer's receipt in writing of any factory's intent to exercise any right of first refusal with regard to any new motor vehicle dealership or dealerships that is part of the transaction.

c.

Within thirty (30) days of the purchasing dealer's receipt from the selling dealer of notice of the factory's written notification to the selling dealer of a factory's intent to exercise its right of first refusal, the purchasing dealer shall notify the selling dealer in writing of the purchasing dealer's intent to continue or not continue with the transaction without the new motor vehicle dealership or dealerships which are subject to the factory's right of first refusal.

If purchasing dealer fails to provide a written response within said thirty-day timeframe, it shall be presumed that the purchasing dealer is not willing to proceed with the transaction subject to the factory's right of first refusal.

The selling dealer shall notify factory of the purchasing dealer's written response or failure to respond within three (3) business days of receipt of the purchasing ENGR.

H.

B.

NO.

2160 Page 59 dealer's written response or of the purchasing dealer's failure to respond in writing within the thirty-day timeframe.

d.

If the purchasing dealer agrees to proceed with the transaction subject to the factory exercising its right of first refusal on the dealership or dealerships subject to said right of first refusal, the factory's right to exercise its right of first refusal shall not be valid, exercised, or enforced until such time as the transaction between the selling dealer and the purchasing dealer has been closed or finalized.

If the transaction is not closed or finalized for any reason or the purchasing dealer does not agree to proceed with the transaction subject to the factory's right of first refusal, then the selling dealer shall not be bound to the factory's right of first refusal, the factory shall not have any right to enforce any right of first refusal, and the selling dealer shall not proceed with the transaction so long as it includes the dealership or dealerships subject to the factory's right of first refusal without the written consent of the factory.

ENGR.1.

H.

B.

NO.

2160 Page 60 1.

or ENGR.2.

H.

B.

NO.

2160 Page 61 2.

"Substantially“Substantially relates"relates” means the nature of criminal conduct for which the person was convicted has a direct bearing on the fitness or ability to perform one or more of the duties or responsibilities necessarily related to the occupation;

and 2.ENR.

"Poses a reasonable threat" means the nature of criminal conduct for which the person was convicted involved an act or threat of harm against another and has a bearing on the fitness or ability to serve the public or work with others in the occupation.

E.

Nothing in this section shall prohibit a manufacturer or distributor from requiring a dealer to be in compliance with the franchise agreement and authorized to sell a make and model based on applicable reasonable standards and requirements that include but are not limited to any facility, technology, or training requirements necessary to sell or service a vehicle, in order to be eligible for delivery or allotment of a make or model of a new motor vehicle or new powersports vehicle or an incentive.

SECTION 7.

AMENDATORY 47 O.S.

2021, Section 565.2, as last amended by Section 9, Chapter 240, O.S.L.

2024 (47 O.S.

Supp.

2024, Section 565.2), is amended to read as follows:

Section 565.2.

Termination, cancellation or nonrenewal of new motor vehicle or new powersports vehicle dealer franchise.

ENGR.

2160 Page 6237 A.2.

Irrespective“Poses ofa thereasonable terms,threat” provisions,means orthe conditionsnature of anycriminal franchise,conduct orfor which the termsperson orwas provisionsconvicted ofinvolved anyan waiver,act no manufacturer or distributorthreat shallof terminate,harm cancel,against oranother failand tohas renew any franchise with a licensedbearing newon motorthe vehiclefitness dealer or newability powersports vehicle dealer (hereafter, in this section only, referred to jointlyserve as "dealer"), unless the manufacturerpublic or distributorwork haswith satisfiedothers the notice and procedural requirements as provided in thisthe sectionoccupation. and has good cause for cancellation, termination, or nonrenewal.

The manufacturer, or distributor, shall not attempt to cancel or fail to renew the franchise or dealer agreement of a new motor vehicle dealer in this state unfairly and without just provocation or without due regard to the equities of the dealer or without good faith as defined herein.

As used herein, "good faith" means the duty of each party to any franchise or dealer agreement to act in a fair and equitable manner toward each other, with freedom from coercion or intimidation or threats thereof from each other.

B.

Irrespective of the terms, provisions, or conditions of any franchise, or the terms or provisions of any waiver, good cause shall exist for the purpose of a termination, cancellation, or nonrenewal when:

1.

The new motor vehicle dealer or new powersports vehicle dealer has failed to comply with a provision of the franchise or dealer agreement, which provision is both reasonable and of material ENGR.

H.

B.

NO.

2160 Page 63 significance to the franchise or dealer relationship, or the new motor vehicle dealer or new powersports vehicle dealer has failed to comply with reasonable performance criteria for sales or service established by the manufacturer, and the new motor vehicle dealer or new powersports vehicle dealer has been notified by written notice from the manufacturer or distributor sales or service performance standards, capitalization requirements, facility commitments, business-related equipment acquisitions, or other similar reasonable performance criteria;

and 2.

The new motor vehicle dealer or new powersports vehicle dealer has received written notification of failure to comply with the manufacturer's reasonable sales performance standards, capitalization requirements, facility commitments, business-related equipment acquisitions, or other such remediable failings exclusive of those reasons enumerated in paragraph 1 of subsection C of this section, and the new motor vehicle dealer or new powersports vehicle dealer has been afforded a reasonable opportunity of not less than six (6) months to comply with such a provision or criteria.

manufacturer or distributor has provided the dealer written notification of the potential termination, cancellation, or nonrenewal of their franchise or dealer agreement (hereafter, in this section only, referred to as "deficiency notice").

This deficiency notice shall be sent by certified mail, return receipt requested, to the dealer at its current business address and to the ENGR.

H.

B.

NO.

2160 Page 64 Commission, and shall contain a statement the manufacturer or distributor may seek to terminate, cancel, or not renew the dealer's franchise or dealer agreement, a detailed statement of the specific reasons for the potential termination, cancellation, or nonrenewal, and the beginning and ending dates of the compliance period.

The dealer shall be afforded a reasonable opportunity of not less than one hundred eighty (180) days, starting the day after the dealer's receipt of the deficiency notice, to cure all specific reasons stated by the manufacturer or distributor for the potential termination, cancellation, or nonrenewal in the deficiency notice (hereafter, in this section only, referred to as "compliance period");

or 3.

The reason for the termination, cancellation, or nonrenewal is for any of the reasons set forth in subparagraphs a, b, and c of paragraph 3 of subsection C of this section or the circumstances described in paragraph 4 of subsection C of this section.

No deficiency notice or compliance period is required if the termination, cancellation, or nonrenewal is premised on the grounds set forth in subparagraphs a, b, and c of paragraph 3 of subsection C of this section or the circumstances described in paragraph 4 of subsection C of this section.

C.

Irrespective of the terms, provisions, or conditions of any franchise or dealer agreement and prior to the termination, cancellation, or nonrenewal of any franchise or dealer agreement, ENGR.

H.

B.

NO.

2160 Page 65 the manufacturer or distributor shall furnish notification of such termination, cancellation, or nonrenewal their intent to terminate, cancel, or not renew the franchise or dealer agreement (hereafter, in this section only, referred to as "notification") to the new motor vehicle dealer or new powersports vehicle dealer and the Oklahoma New Motor Vehicle Commission as follows:

1.

Not less than ninety (90) days prior to the effective date of the termination, cancellation, or nonrenewal unless for a cause described in paragraph 2 of this subsection The notification required by this subsection shall be in writing via certified mail, return receipt requested, to the dealer at the dealer's current business address, and to the Commission, and shall contain a statement of the manufacturer's or distributor's intent to terminate, to cancel, or to not renew the franchise or dealer agreement, a detailed statement of the specific reasons for the termination, cancellation, or nonrenewal, and the date the termination, cancellation, or nonrenewal shall take effect (hereafter, in this section only, referred to as the "effective date");

2.

Not less than fifteen (15) days prior to the effective date of the termination, cancellation, or nonrenewal with respect to any of the following:

If the termination, cancellation, or nonrenewal is based upon any reason stated under paragraph 1 of subsection B of this section, the manufacturer or distributor shall provide the ENGR.

H.

B.

NO.

2160 Page 66 notification to the dealer and the Commission within twenty (20) days following the last day of the compliance period and the effective date shall not be less than thirty-one (31) days following the dealer's receipt of the notification;

3.

If the termination, cancellation, or nonrenewal is based upon any of the reasons described in subparagraphs a, b, and c of this paragraph (hereafter, in this section only, referred to as "triggering events"), the manufacturer or distributor shall provide the notification to the dealer and the Commission within fifteen (15) days of the manufacturer's or distributor's receipt of written notice from the dealer, any government agency, any state or federal courts, including bankruptcy courts, or the Commission, of the occurrence of any of the triggering events and the effective date shall not be less than fifteen (15) days following the dealer's receipt of said notification.

As used herein, triggering events are:

a.

insolvency of the new motor vehicle dealer or new powersports vehicle dealer, or the filing of any petition by or against the new motor vehicle dealer or new powersports vehicle dealer under any bankruptcy or receivership law, or b.

failure of the new motor vehicle dealer or new powersports vehicle dealer to conduct its customary sales and service operations during its customary ENGR.

H.

B.

NO.

2160 Page 67 business hours for seven (7) consecutive business days, provided that such failure to conduct business shall not be due to an act of God or circumstances beyond the direct control of the new vehicle dealer, or c.

conviction of the new vehicle dealer or new powersports vehicle dealer of any felony which is punishable by imprisonment or a violation of the Federal Odometer Act;

and 3.

Not less than one hundred eighty (180) days prior to the effective date of the termination or cancellation where the manufacturer or distributor is discontinuing the sale of the product line 4.

If the reason for the termination, cancellation, or nonrenewal is because the manufacturer or distributor, is discontinuing the sale of the product line sold by the dealer, notification shall be provided at least one hundred eighty (180) days before the effective date.

The notification required by this subsection shall be by certified mail, return receipt requested, and shall contain a statement of intent to terminate, to cancel, or to not renew the franchise, a statement of the reasons for the termination, cancellation, or nonrenewal and the date the termination shall take effect.

ENGR.

H.

B.

NO.

2160 Page 68 D.

Upon the affected new motor vehicle or new powersports vehicle dealer's receipt of the aforementioned notice of termination, cancellation, or nonrenewal, the new motor vehicle dealer shall have the right to file a protest of such threatened termination, cancellation, or nonrenewal with the Commission within thirty (30) days and request a hearing.

Upon the affected dealer's receipt of the aforementioned notification, the dealer shall have the right to file a protest of such threatened termination, cancellation or nonrenewal with the Commission and request a hearing under the following circumstances:

1.

If the dealer has received a deficiency notice, has been provided a compliance period, and has received a notification that is based on any reason stated under paragraph 1 of subsection B of this section or the dealer has received a notification based upon the circumstances stated in paragraph 4 of subsection C of this section, the dealer shall file a protest within thirty (30) days of receipt of the notification;

or 2.

If the dealer has received notification that is based on any of the triggering events set forth in subparagraphs a, b, and c, of paragraph 3 of subsection C of this section, the dealer shall file a protest within fourteen (14) days of their receipt of said notification.

TheNothing hearingin this section shall prohibit a manufacturer or distributor from requiring a dealer to be in compliance with the franchise agreement and authorized to sell a make and model based on applicable reasonable standards and requirements that include but are not limited to any protestfacility, heldtechnology, pursuantor training requirements necessary to thissell sectionor shallservice bea heldvehicle, withinin oneorder hundredto eightybe (180)eligible daysfor delivery or allotment of thea datemake or model of ENGR.a new motor vehicle or new powersports vehicle or an incentive.

H.SECTION 7.

B.

NO.

2160 Page 69 the timely protest by the dealer and in accordance with the provisions of the Administrative Procedures Act, Sections 250 through 323 of Title 75 of the Oklahoma Statutes, to determine if the threatened cancellation, termination, or nonrenewal of the franchise or dealer agreement has been for good cause and if the factory manufacturer or distributor has complied with its obligations pursuant to subsections A, B, and C of this section and the factory manufacturer or distributor shall have the burden of proof.

Either party may request an additional one-hundred-eighty- day extension of the hearing date from the Commission.

Approval of the requested extension may not be unreasonably withheld or delayed.

If the Commission finds that the threatened cancellation, termination, or nonrenewal of the franchise or dealer agreement has not been for good cause or violates subsection A, B, or C of this section, then it shall issue a final order stating that the threatened termination is wrongful.

A factory manufacturer or distributor shall have the right to appeal such order.

During the pendency of the hearing and after the decision, the franchise or dealer agreement shall remain in full force and effect, including the right to transfer the franchise or dealer agreement.

If the Commission finds that the threatened cancellation, termination, or nonrenewal is for good cause and does not violate subsection A, B, or C of this section, the new motor vehicle or new powersports vehicle dealer shall have the right to an appeal.

During the ENGR.

H.

B.

NO.

2160 Page 70 pendency of the action, including the final decision or appeal, the franchise or dealer agreement shall remain in full force and effect, including the right to transfer the franchise or dealer agreement.

If the dealer prevails in the threatened termination action, the Commission shall award to the dealer the attorney fees and costs incurred to defend the action.

E.

F.

If the factory manufacturer or distributor prevails in an action to terminate, cancel, or not renew any franchise or dealer agreement, the new motor vehicle or new powersports vehicle dealer shall be allowed fair and reasonable compensation by the manufacturer or distributor for:

1.

New, current, and previous model year vehicle inventory which has been acquired from the manufacturer or distributor and which is unused and has not been damaged or altered while in the dealer's possession;

2.

Supplies and parts which have been acquired from the manufacturer, or distributor for the purpose of this section, limited to any and all supplies and parts that are listed on the current parts price sheet available to the dealer;

3.

Equipment and furnishings, provided the dealer purchased them from the manufacturer or distributor or its approved sources;

and 4.

Special tools, with such fair and reasonable compensation to be paid by the manufacturer or distributor within ninety (90) days ENGR.

H.

B.

NO.

2160 Page 71 of the effective date of the termination, cancellation, or nonrenewal, provided the dealer has clear title to the inventory and other items and is in a position to convey that title to the manufacturer or distributor.

a.

For the purposes of paragraph 1 of this subsection, fair and reasonable compensation shall be no less than the net acquisition price of the vehicle paid by the dealer.

b.

For the purposes of paragraphs 2, 3, and 4 of this subsection, fair and reasonable compensation shall be the net acquisition price paid by the dealer less a twenty-percent (20%) straight-line depreciation for each year following the dealer's acquisition of the supplies, parts, equipment, furnishings, and/or special tools.

F.

G.

If a factory manufacturer or distributor prevails in an action to terminate, cancel, or not renew any franchise or dealer agreement and the new motor vehicle or new powersports vehicle dealer is leasing the dealership facilities, the manufacturer or distributor shall pay a reasonable rent to the lessor in accordance with and subject to the provisions of subsection G of this section.

Nothing in this section shall be construed to relieve a new motor vehicle or new powersports vehicle dealer of its duty to mitigate damages.

ENGR.

H.