Exhibit 10.17


 


 


CONSULTING AGREEMENT


 


 


                                                THIS
CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of the 15th  day of May, 2006 by and among Standard
Parking Corporation, a Delaware corporation (“Standard”), D & E
Parking, Inc., a California corporation (“Consultant”) and Dale G. Stark (“Stark”)
and shall be effective as of May 1, 2007 (the “Commencement Date”).


 


 


RECITALS


 


 


                                                A.                                   Standard is an operator and developer of parking
facilities throughout the United States. 
Additionally, Standard has begun to provide property management
services, sweeping and scrubbing and security services.


 


                                                B.                                     Pursuant to the terms of that certain Stock
Purchase Agreement dated May 13, 1998 (the “Purchase Agreement”) by and
among the Company (formerly known as APCOA, Inc.), S & S Parking, Inc.
(“S & S”), Stark and Edward E. Simmons (“Simmons”), the Company
purchased all of the outstanding shares of S & S owned by Stark and
Simmons, which purchase was made effective as of May 1, 1998.


 


                                                C.                                     Executive Parking Industries, L.L.C. (“Executive
Parking”), an affiliate of S & S and Standard, had, pursuant to the
terms of that certain Management and Non-Competition Agreement dated as of December 31,
1996, executed by and among Executive Parking, S & S and Stark and
Simmons (the “First Executive Management Agreement”), previously engaged
Consultant and Stark and Simmons to perform and oversee various management
consulting duties with respect to the parking operations of Executive Parking.


 


                                                D.                                    S & S assigned all its rights, duties and
obligations under the First Executive Management Agreement to Consultant, a
corporation owned entirely, either directly or indirectly, by Stark and
Simmons, pursuant to that certain Assignment and Assumption of Management and
Non-Competition Agreement by and between S & S and Consultant,
effective as of December 31, 1996.


 


                                                F.                                      Pursuant to the provisions of the Purchase
Agreement, Consultant and Stark and Simmons, individually and personally,
agreed to continue to provide certain management consulting services to the
Standard pursuant to that certain Executive Parking Management Agreement dated May 1,
1998, by and among Standard, Consultant, Simmons and Stark (the “Second
Executive Management Agreement”).


 


                                                G.                                     The term of the Second Executive Management
Agreement commenced on May 13, 1998 and is scheduled to terminate on April 30,
2007.


 


                                                H.                                    Standard desires to ensure the continued
availability to Standard of the management consulting services provided by
Consultant and Stark in connection with the business of Standard following the
termination of the Second Executive Management Agreement on April 30,
2007.


 


                                                I.                                         Consultant desires to be retained by Standard and provide the management consulting services
described herein on the terms and conditions described hereafter.


 


                                                NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained, the parties agree as follows:


 


                                                1.                                       Retention of Consultant.  Effective
as of the Commencement Date, Standard
agrees to retain Consultant, and Consultant agrees to serve as an independent
consultant to Standard on the terms
and conditions set forth herein.


 


                                                2.                                       Duties.  Consultant agrees to diligently
and in good faith render advice, counsel and direction to Standard and its subsidiaries and affiliates (collectively
“Standard”) in the promotion and
development of new vertical markets, including security services, garage
sweeping and scrubbing and property management. Consultant shall also, as
requested by Standard, provide advice and counsel with respect to the
development of Standard’s business in the Hawaiian Islands.  Consultant’s duties shall also include
contacting persons who own, manage or control parking facilities and consulting
and advising Standard on special
projects as may be agreed upon, from time to time, by the parties hereto.  For purposes of this Agreement all references
herein to “subsidiaries” or “affiliates” of Standard shall be deemed to include subsidiaries or
affiliates now or hereafter existing.


 


                                                3.                                       Term.  This Agreement shall commence on the
Commencement Date and shall continue for a term of three (3) years ending
on April 30, 2010 (the “Consulting Term”).


 


 


 

















 


 


                                                4.                                       Retainer & Consulting Fees.


 


a.                                       Consultant shall  be
paid a retainer (the “Retainer”) of $250,000 per year, payable at the rate of
$20,833.33 per month.


 


b.                                      In addition to the Retainer, Consultant shall also
be entitled to a consulting fee (the “Consulting Fee”) of up to $50,000 per
year, based on an annual program established for Consultant by the President
and Chief Executive Officer of Standard based upon attainment of agreed
development goals for new vertical markets.


 


                c.                                       The Retainer and Consulting Fee represent and
constitute the entire financial obligation of Standard to Consultant, and Consultant agrees that it
shall not be entitled to any other compensation.


 


                                                5.                                       Authorized Expenses/Reimbursement.  Standard will reimburse Consultant for reasonable business
expenses incurred by Consultant in connection with the performance of its
duties outlined herein.  Any such expense
reimbursement requested by Consultant during the term shall be expressly
conditioned upon Consultant receiving advance approval from the
Executive Vice President of Standard then having operational responsibility for
the Western Region and documented receipts showing persons entertained, company
affiliation and business purpose in accordance with the regulations of the
Internal Revenue Service as then in effect.


 


                                                6.                                       Relationship.  Consultant is retained
hereunder only for the purpose and to the extent set forth in this Agreement
and its relationship to Standard is
that of an independent contractor.  The
personnel performing services under this Agreement, including Stark shall at
all times be under Consultant’s exclusive direction and control and shall be
employees of Consultant and not Standard.  Consultant shall pay all wages,
salaries, and other amounts due his employees in connection with this Agreement
and shall be responsible for all reports and obligations respecting them
relating to social security, income tax withholding, unemployment compensation,
workers’ compensation, and similar payroll reporting and employment matters.


 


                                                7.                                       Benefits.  Except for those options to
purchase an aggregate of 8, 260.87 shares of Standard stock granted to Stark as
a Key Non-Employee (as defined in the Standard Long Term Incentive Plan
effective as of May 1, 2004) pursuant to a certain Non-Statutory Stock
Option Agreement dated May 27, 2004, and the Non-Statutory Stock Option
Agreement dated as of May 2, 2006, neither Consultant or Stark shall
acquire any rights under any pension, stock option, group insurance or any
other benefit plans of Standard by
reason of this Agreement.


 


                                                8.                                       Assignment.  This Agreement may not be
assigned by Consultant or any part of the services to be provided by Consultant
subcontracted without the express written consent and approval of
Standard.  Stark acknowledges and agrees
that this is a personal service contract and the services he is to provide
hereunder are unique and personal and may not be assigned by Stark or any of
his duties delegated, without the express written consent and approval of
Standard.  Standard may assign this Agreement and the Agreement shall
be binding upon and inure to the benefit of any successor or assignee of Standard.


 


                                                9.                                       Indemnification.  Consultant and Stark shall
indemnify, defend, and hold harmless Standard from and against all claims and actions, and all expenses incidental to
such claims or actions, based upon or arising out of damage to property or injuries
to persons or other tortuous acts caused or contributed to by Consultant, Stark
or anyone acting under its or his direction or control or in its or his behalf
in the course of the performance under this Agreement, provided the aforesaid
indemnity and hold harmless agreement of Consultant and Stark shall not be
applicable to any liability based upon the negligence of Standard.  This Section 9
and the indemnity obligation of Consultant and Stark shall survive the
termination of this Agreement for any reason.


 


                                                10.                                 Notices.  Any notice or communications to
be given shall be in writing and shall be served personally, by express
courier, facsimile copy, or mailed by United States registered or certified
mail, return receipt requested, to the following addresses:


 


 


	
  To :

  	
   

  	
  Standard Parking Corporation

  
	
   

  	
   

  	
  Attn: Legal Department 

  
	
   

  	
   

  	
  900 North Michigan Avenue

  
	
   

  	
   

  	
  Suite 1600 

  
	
   

  	
   

  	
  Chicago, IL 60611

  
	
   

  	
   

  	
  Fax# (312) 640-6162 

  



 


 


	
  To
  Consultant

  	
   

  
	
  &
  Stark:     Mr. Dale E Stark

  
	
   

  	
   

  	
  29310 Wagon
  Road

  
	
   

  	
   

  	
  Agora, CA
  91301

  



 


 


 

















 


 


                                                11.                                 Covenants Against Unfair Competition and
Disclosure of Confidential Information.


 


a.                                       During the term of this Agreement, Consultant,
Stark and, as applicable, its and his partners, associates, 


employees and/or affiliates (collectively hereinafter referred
to as “Responsible Parties”) will have access to and will gain knowledge with
respect to trade secrets and private and secret processes of Standard, confidential information concerning the
financial statements and operations of Standard, its sales and marketing activities and procedures, its bidding
techniques, its design and construction techniques, product research and
engineering data, its customer lists of owners of parking facilities, or credit
and financial data concerning such customers or potential customers (in the
aggregate referred to hereinafter as “Secret and Confidential Information”). 
Consultant and Stark acknowledge that the Secret and Confidential Information
constitutes a valuable, special and unique asset of Standard, to which Standard has the right to retain and hereby does retain all of its proprietary
interests.  However, access to and knowledge of the Secret and
Confidential Information is essential to the performance of Consultant’s and
Stark’s services for Standard.  In recognition of this fact, Consultant and
Stark agree that neither the Consultant, Stark nor any of the Responsible
Parties will, during or after the Consulting Term, disclose or divulge any of
such Secret and Confidential Information to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever (except as
necessary in the performance of Consultant’s and Stark’s duties hereunder) or
make use of any of the Secret and Confidential Information for its or his  own purpose or those of the Responsible
Parties.


 


b.                                      Consultant and Stark acknowledge and agree that
the remedy at law for any breach of this Section 11 will be inadequate and
that the damages flowing from such breach are not readily measurable in
monetary terms.  Accordingly, it is
acknowledged that Standard shall be
entitled, among other remedies, to immediate injunctive relief for any breach
and, if the court so permits, to obtain a temporary order restraining any
threatened or further breach.  This
covenant shall nevertheless, if breached, give rise to monetary damages, if
any, in accordance with the other provisions of this Agreement.  Upon the breach or threatened breach, Standard shall be relieved of any and all obligations to
pay any Retainer or Consulting Fee then due and owing or to become due and
owing to Consultant and/or Stark.


 


c.                                       The covenants on the part of Consultant and Stark
set forth in this Section 11 shall be construed as agreements independent
of any other provisions of this Agreement, and the existence of any claim or
cause of action of the Consultant and/or Stark against Standard, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by Standard of these covenants.


 


                                                12.                                 Death or Disability of Stark.  In
the event of the death or disability (as determined by Standard in its sole
discretion) of Stark occurring during the Consulting Term, this Agreement shall
be deemed terminated upon notice from Standard. 
Any Retainer or Consulting Fees earned through he date of termination
shall be paid to Stark or Stark’s beneficiaries, as applicable, in accordance
with Section 4 hereof.


 


                13.                                 Representations by Consultant.  In
representing Standard to third
parties, Consultant, Stark or any of the Responsible Parties, shall not represent itself, himself or
themselves as having any authority to bind or commit Standard to any contract, to invest funds, or to extend a
line of credit in the name of Standard.


 


                                                14.                                 Termination.  In addition to the termination
rights set forth in Section 3 herein, this Agreement may be terminated by
either party if the other party defaults in any of its obligations hereunder,
and fails to cure such default within fifteen (15) days following receipt of
written notice thereof.  Provided,
however, a violation by Consultant, Stark and/or the Responsible Parties of Section 11
herein shall constitute grounds for immediate termination of this Agreement by Standard and forfeiture of any Retainer or Consulting Fees
and/or other sums due or to become due to Consultant hereunder.


 


                                                15.                                 Invalid Provisions.  Should
any portion of this Agreement, for any reason, be declared by a court of
competent jurisdiction to be unreasonable or invalid, any such unreasonable
portion shall be enforceable to the extent deemed reasonable by such court and
any such invalidity shall not affect the remaining portion of this Agreement,
which remaining portions shall continue in full force and effect as if this
Agreement had been executed with the invalid portion thereof eliminated; it being
the intention of the parties that they would have executed the remaining
portion of this Agreement without including any such invalid portion.


 


                16.                                 Governing Law and Method of Amendment.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of California and contains the entire understanding and agreement between
the parties and shall not be amended, modified or supplemented, except by
written agreement by the parties hereto.


 


                                                17.           Integration. 
This Agreement and the covenants and agreements contained in the Second
Executive Management Agreement that by their terms survive the termination of
the Second Executive Management Agreement, including but not limited to Section 2.3
(a) and (b) and Sections 5.1, 5.2 and 5.3 (the “Continuing Covenants”)
represent the entire agreements of the parties with respect to the subject
matter hereof.  Consultant and Stark
expressly reaffirm the continued validity of the Continuing Covenants and
affirm that these covenants were essential conditions to the acquisition by
Standard of Stark’s ownership interest in Executive Parking and he acknowledges
and reaffirms that the restrictions in Section 2.3 are reasonable
protections under the circumstances as contemplated in the Second Executive
Management Agreement and affirmed by this Agreement.


 


 


 


 

















 


 


                                                IN WITNESS WHEREOF, the parties hereto have
executed this Agreement the date first above written.


 


Standard Parking Corporation


 


	
  By:

  	
   

  	
  /s/ JAMES A. WILHELM

  
	
   

  	
   

  	
  James A. Wilhelm

  



 


	
  Consultant:

  
	
   

  
	
  By:

  	
   

  	
  /s/ DALE G. STARK

  
	
   

  	
   

  	
  Dale G. Stark, Individually