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INDEPENDENT CONSULTING AGREEMENT
THIS AGREEMENT ("Agreement") made and entered into as of the latter of the two signature dates executed below, by and between   CITY of Hyattsville (“CITY”), an 1886 incorporated city in Prince George's County, Maryland, United States, doing business at 4310 Gallatin Street, Hyattsville, MD 20781, and Dr. Samuel Ticha, a Doctoral Degreed Chief Learning Officer as further described in Appendix A ("CONSULTANT "). WHEREAS,  CITY desires the assistance of CONSULTANT  Services as described in Appendix A; and NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for good and valuable consideration receipt of which is hereby given, the parties hereto agree as follows:
1.	Scope of Services.
1.1 CONSULTANT shall render the services and such other appropriately related services as are mutually agreed upon by CITY and CONSULTANT under the terms and conditions set forth in this Agreement (the "Services"). CONSULTANT shall be primarily responsible for providing Services consistent with the Scope of Work that is attached hereto as Appendix A which is hereby incorporated into this Agreement by reference.
1.2 During the term of this Agreement, CONSULTANT agrees that it has read and shall abide by    CITY's Contractors Conflict of Interest Policy attached hereto as Appendix B which is hereby incorporated into this Agreement by reference.
2.	   CITY Contact. In carrying out CONSULTANT 's responsibilities under this Agreement, CONSULTANT will work with the    CITY contact as set forth in Appendix A or person(s) designated by said contact person.
3.	Term of Agreement. The Term of this Agreement shall be as set forth in Appendix A.
4.	Fee Payment Schedule. In full consideration for Services rendered herein    CITY shall pay and CONSULTANT shall accept the total not to exceed amount set forth in Appendix A. If CONSULTANT is required to obtain    CITY's approval such approval may be communicated via written or electronic e-mail to the CITY personnel referred to in Section 2 of this Agreement.
5.	Essential Personnel. CONSULTANT Dr. Samuel Ticha is considered essential personnel and his personal performance of services is the essence of this Agreement. If Dr. Samuel Ticha, for any reason, is unable or unwilling to perform the services under this Agreement, then the Agreement shall terminate immediately and neither party will have further liability to the other party, except for liabilities incurred while the Agreement was in effect.
CONSULTANT certifies that this Agreement does not contradict the provisions or restrictions in any previous or current employment contracts. CONSULTANT certifies that CONSULTANT is not bound to any other company and CITY is no way limited or precluded from entering into this business relationship with CONSULTANT.
6.	Independent Contractor.
6.1	CONSULTANT shall be considered an independent CONSULTANT during the term of this Agreement, subject to the terms and conditions set forth herein. CONSULTANT shall have sole control of the manner and means of performing this Agreement. Notwithstanding anything to the contrary contained in this Agreement, CONSULTANT agrees that it is not an agent, employee or legal representative of CITY, but is an independent contractor. As an independent contractor, CONSULTANT understands that no taxes will be withheld by CITY, and that CONSULTANT will not be treated as an employee for purposes of Federal Insurance Contributions Act (FICA), the Social Security Act, the Federal Unemployment Tax Act, federal and state income tax withholding, state unemployment taxes, State Workmen's Compensation Insurance and similar laws covering the employer-employee relationship. CONSULTANT further acknowledges that CONSULTANT is solely responsible for the payment of all taxes, including but not limited to, social security, state, federal and local income tax and self-employed FICA tax, and that CONSULTANT understands CONSULTANT responsibilities with respect to the payment of these taxes. CONSULTANT  agrees to indemnify, defend and hold harmless    CITY and its directors, officers, employees, or other representatives ("Related Persons") from and against any liability, claims and demands made against    CITY, including costs and attorney’s fees, in connection with any CONSULTANT  failure to pay any commissions, unemployment and disability insurance, social security, income tax and other withholdings, deductions and payments required by Federal or state laws to be paid by CONSULTANT .
6.2	CONSULTANT shall not receive, nor shall    CITY provide any payments, benefits, or other services except as provided in this Agreement (or in any written other agreement entered into between CONSULTANT and    CITY subsequent to the signing of this Agreement). The parties agree that by virtue of the provision of the Services, CONSULTANT shall not be entitled to any CITY benefits, including life insurance, death benefits, accident or health insurance, qualified pension or retirement plans or other employee benefits.
6.3	CONSULTANT acknowledges that neither CONSULTANT nor any of the CONSULTANT professionals, employees, representatives, subcontractors and other agents "CONSULTANT Professionals") shall be deemed to be an employee of    CITY. CONSULTANT shall have the right to appoint and shall be solely responsible for CONSULTANT Professionals, who shall act at CONSULTANT 's own risk, expense, and supervision and shall not have any claim against CITY for compensation or reimbursement. CONSULTANT is solely responsible for

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compensating all CONSULTANT 's Professionals and other qualified personnel to perform the Services and for the payment of all taxes, including self-employed FICA and for the withholding of any and all deductions required by law.
7.	Termination. Notwithstanding any other provision hereof, CITY and CONSULTANT shall have the right to terminate this Agreement at any time, and for any reason, with or without cause, upon providing the other with forty-five (45) days written notice of termination. In the event of termination, CITY shall pay fees and expenses on a pro-rated basis, for work performed prior to the termination date pursuant to the terms in sections 4 and 5 of this Agreement.
8.	Confidentiality. 
8.1	Except to the extent necessary to perform this Agreement, CONSULTANT agrees not to use or disclose to any third party, and agrees to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of counsel, by other requirements of law, all research results, documents, information, knowledge, or other data (the "Confidential Information") obtained by CONSULTANT  or CONSULTANT  Professionals with respect to    CITY in connection with the Services, except to the extent that the Confidential Information was known to CONSULTANT  prior to CONSULTANT 's work with CITY, entered the public domain other than as a result of a disclosure by CONSULTANT  or CONSULTANT  's Professionals, is public knowledge in the field or trade, or otherwise  CITY ceases to be confidential or proprietary through no fault of CONSULTANT . CONSULTANT will cause CONSULTANT 's Professionals to abide by this Section.
8.2	All Confidential Information shall be used only for the purposes set forth in this Agreement and shall be protected
from unauthorized disclosure with the same degree of care, which shall be no less than reasonable care, as CONSULTANT uses to protect its own confidential and proprietary business information. Upon written request of CITY or upon termination of this Agreement, CONSULTANT agrees to promptly return to CITY all papers, materials and other properties of CITY held by CONSULTANT for the purposes of this Agreement, and any information furnished to CITY by third parties or to enter into a separate confidentiality agreement with such third parties.
8.3	If CITY enters into confidentiality agreements with potential business associates, copies of which have been furnished
to CONSULTANT, CONSULTANT agrees that this obligation shall extend to all information, knowledge, or other data provided to    CITY by such third parties.
8.4	Notwithstanding any other provision hereof, the obligations under this Section and the obligations set forth in
Section 9 hereof shall survive for a period of three (3) years following the date of termination of this Agreement.
9.	No Infringement; Indemnification.
9.1	CONSULTANT agrees to exercise his best judgment in performing the Services herein for CITY with a view to avoid any and all claims, proceedings or suits being made or instituted against    CITY or CONSULTANT. CONSULTANT warrants that, neither the Services performed pursuant to this Agreement nor any materials produced or supplied by CONSULTANT under this Agreement will infringe any patent or copyright or any proprietary rights of    CITY or a third party or constitute a misuse or misappropriation of a trade secret. At such, all copyrighted or patented information shall be clearly marked as such. 
9.2	CONSULTANT agrees to indemnify and hold harmless    CITY, its affiliates, officers, directors, employees and agents from and against any and all liability, damages costs or judgments (including reasonable attorneys' fees) for any and all claims, damages, costs or judgments for claims including personal injury, property losses or property damages brought by or on behalf of any third party (including CONSULTANT 's employees) arising from or out of Services rendered hereunder, by the breach or alleged breach of this Agreement or the negligence of CONSULTANT . CONSULTANT  shall be liable to    CITY for any property or equipment damaged as a result of the misconduct or negligence of CONSULTANT , its employees, laborers or agents. CONSULTANT  shall be solely liable for contracts made between Contractor and any third parties.
10.	Insurance. CONSULTANT  represents and warrants that CONSULTANT  possess and shall maintain in effect the following insurance policies within forty-five (45) days of this Agreement going into effect:
(1)	Commercial General Liability, including Premises/Operations, Contractual, and Products/Completed Operations with a minimum combined single limit of $1,000,000 each occurrence, subject to $4,000,000 aggregate. Participant shall name    CITY as an Additional Insured on this coverage.
(2)	Workers' Compensation and Employer's Liability for any of CONSULTANT 's employees participating in these Services, as required by law. The Employer's Liability limits shall be in a minimum amount of $500,000 per employee and per policy for Bodily Injury by Disease and $500,000 for Bodily Injury by Accident.
CONSULTANT  will provide certificates of insurance to    CITY for the required coverage and limits within forty-five (45) days of this Agreement going into effect. The certificates will state that insurance coverage may not be cancelled or reduced without thirty (30) days prior written notice to    CITY.
1 1.	Notices. All legal notices and other communications required or permitted to be given by this Agreement shall be in writing
and shall be deemed received if and when either hand delivered and a signed receipt is given thereof, mailed by registered or certified U.S. mail, return receipt requested, postage prepaid, or by e-mailed, return acknowledgment requested, addressed as follows:

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If to    CITY:	The City of Hyattsville
Attention: City Manager 
4310 Gallatin Street, 
Hyattsville MD 20881
If to CONSULTANT : Contact information as set forth in Appendix A.
or at such other address as either party hereto shall notify the other of in writing.
12.	Miscellaneous. 
12.1	No Agency. CONSULTANT  is an independent contractor for purposes of its relationship to    CITY and shall in no way
have authority to act as agent for    CITY or bind or obligate    CITY in any respect.
12.2	Indemnification/Attorney's Fees. Except as provided in Section 9 above, CONSULTANT  shall indemnify and hold
harmless    CITY and its officers, directors, employees and agents from and against any and all losses, damages, claims, demands, debts, liabilities and expense (including reasonable attorneys' fees) arising from or in connection with the performance of or failure to perform any terms, conditions or covenants including the CONSULTANT  Services, set forth herein. In the event either party is compelled to commence an action at law to enforce the provisions of this Agreement or recover damages as a result of a breach of the Agreement or from any other cause arising from this Agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to costs and necessary disbursements.
12.3 Default. In the event that CONSULTANT  fails to cure any failure, refusal or neglect of the Services performed under this Agreement, then CONSULTANT  shall be considered in material breach of this Agreement (hereinafter referred to as "default"), and    CITY may, at its option and in addition to other remedies that it may have by reason of such default,    CITY may cease  to pay CONSULTANT  any subsequent fees.    CITY shall notify CONSULTANT  of such default in writing. CONSULTANT  then has fifteen (15) days from the date of its receipt of notice of such default to cure the default. In the event that CONSULTANT  does not cure the default or material breach within fifteen (15) days, then in accordance with the terms of this Agreement, CONSULTANT  shall be considered in default hereunder and    CITY may, at its option and in addition to other remedies that it may have, terminate this Agreement.
In the event that    CITY fails to make any payment hereunder when due, or does not follow a mutually agreeable payment schedule, then    CITY shall be in default of this Agreement and CONSULTANT  may discontinue any CONSULTANT  Services or other services on behalf of    CITY. CONSULTANT  must notify    CITY of a material breach in writing.    CITY, upon receipt of said notification, shall have thirty (30) days to cure the default. If after thirty (30) days said default is not cured, then CONSULTANT  may, at its option terminate this Agreement, in addition to other remedies that it may have.
	12.4	Governing Law. This Agreement and all rights and obligations of the parties relating hereto shall be governed by
and construed in accordance with the internal laws of the State of Maryland  in the United States of America without giving effect to any conflicts of law rules that would cause the application of the laws of any other jurisdiction. At either party's option, any controversy or claim arising out of or relating to this contract or the breach thereof (except for an action for injunctive relief) may be resolved by arbitration held in Prince George’s County, Maryland, in accordance with the Rules of the American Arbitration Association in effect at the time the arbitration is initiated, and judgment upon the award rendered by the arbitrators may be entered in any court jurisdiction thereof. The parties consent to exclusive jurisdiction (non-arbitration) in the courts of the State of Maryland.
	12.5	Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the
subject matter hereof, supersedes all previous written or verbal agreements between the parties, including but not limited to all representations, warranties, statements, correspondence, purchase orders, and understandings previously made by CONSULTANT  or    CITY with respect to the subject matter of this Agreement, and may not be modified except by a written agreement signed by both parties.
	12.6	Inconsistency. In the event of inconsistencies between the numbered provisions of this Agreement and the
incorporated appendices, the numbered provisions of this Agreement will prevail to the extent of such inconsistencies.
	12.7	No Waiver. Any waiver or alleged waiver of any breach or term of this Agreement shall not constitute a waiver of
any other breach or term hereof.
	12.8	No Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by
either party without the prior written consent of the other party.
	12.9	Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in
the construction or interpretation of this Agreement.
12.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
[Signatures on following page]

IN WITNESS WHEREOF, the persons signing this Agreement on behalf of the parties represent and warrant that they are duly authorized and appointed agents of the parties, fully empowered to bind the parties to all provisions contained in the Agreement and that no further action is required to enter into this Agreement. Any changes to this Agreement must be in writing and must be signed by both parties.
ACCEPTED BY	
CONSUTANT	CONSUMER ELECTRONICS ASSOCIATION	
Signature:		Signature:		
Print Name	Dr. Samuel Ticha	Print Name	Tracey Douglas	
Title:	Owner, Mindfulead LLC aka Perfect Outcome Consulting LLC
	Title:	City Manager, The City of Hyattsville	
Date:		Date:		
Tax ID No	27-2788495			

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APPENDIX A
SCOPE OF WORK
CONSULTANT  INFORMATION:
Company/Individual Name: MindfuLead a/k/a Perfect Outcome Consulting LLC
Contact Name:	Dr. Samuel Ticha
Billing Address:	6100 Westchester Park Dr APT 302
City, State, Zip Code:	College Park, MD 20740
Phone Number	240-705-9988 or 240-307-0888
E-mail Address:	STicha@MindfuLead.com
TERM: CONSULTANT  shall commence performance of Services for    CITY on February 1, 2022, and continue until December 31, 2022. At least thirty (30) days before the expiration of the initial term, the parties shall consider whether to extend the contract for an additional period of one (1) year, and failing that, this Agreement will indefinitely and automatically renew for (1) year on January 1st of every year.  
   CITY CONTACT: In carrying out CONSULTANT 's responsibilities under this Agreement, CONSULTANT  will the City Manager and the executive team or the City Manager’s designees.  Optional quarterly virtual meetings shall be conducted with CONSULTANT,  CITY manager and directors and/or council members invited by the CITY manager and at the CITY manager’s request. 
COMPENSATION:    CITY shall pay CONSULTANT and CONSULTANT  accepts a total amount of eighty-four Thousand Dollars ($84,000.00) via direct debit on the following schedule:
Payment Schedule/Terms:
Seven Thousand Five Hundred Dollars ($7,000.00) on the first business day of each month.
With regard to compensation, CONSULTANT  shall forward a monthly invoice for “Interim Chief Learning Officer Services” amount to the fixed rate of $7,000.00 plus the amount for other requests described under CONSULTANT responsivities to the CITY treasurer Ronald Brook at  rbrooks@hyattsville.org with a courtesy copy to CITY manager at  tnicholsondouglas@hyattsville.org. 
CONSULTANT  RESPONSIBILITIES: REMOTE  INTERIM CHIEF LEARNING OFFICER SERVICES 
•	 CITY operating hours are Tuesdays (Choose any other weekday except for Monday and Friday) from 8:00 AM to 5:00 PM with a one (1) hour break for lunch, two (2) fifteen (15) minute breaks and rest room breaks as needed during the day. CONSULTANT shall be available during    CITY operating hours.  CONSULTANT shall be available via Zoom, email and phone or via any other mutually agreed technology during CITY operating hours. The cost of such technology shall be at the cost of the consultant except in the case where the CITY requires a specific technology that the consultant is not currently using for his other services. 
•	CONSULTANT  shall have up to ten (10) days of absence for any reason, including but not limited to vacation, illness, or Continuing Professional Development (CPD), under this Agreement. CONSULTANT  is responsible to provide coverage for Services if CONSULTANT  is absent for any reason. Said coverage shall be contracted from third party consultant professionals with the ability to perform all services describe in this Agreement. 
•	In case of illness, the CONSULTANT will notify the    CITY Contact as soon as possible.
•	Time requested outside of the CITY operation hours shall be billed separately at  $500 per hour to the requestor with a the CITY manager’s approval. However, the CITY reserves the right to occasionally change operating hours to another weekday provided CONSULATNT is available and is notified thirty (30) days prior to the change. CONSULANT agrees to do all in his power to accommodate such change with a maximum of 10 changes per year. 
•	Attire is Business dress or business casual or as authorized or requested by the CITY manager. 
SERVICE TO BE PERFORMED:
•	Interim Chief Learning Officer services to include board and executive development, management consulting to include strategic planning, turnaround management, director or council member retreat facilitation, team building, speaking, training, project management strategy, and high potential development. In order to perform these services CONSULTANT agrees to
o	Continue with his own development as scholar-practitioner in Chief Learning Officer services in his capacity as a doctoral degreed Chief Learning Officer
o	Maintain his Project Management Professional (PMP) through the Project Management Institute (PMI), Professional Certified Coach (PCC) through the International Coach Federation as well as other relevant certifications like the Master MBTI and step III MBTI Certified and evidence of such certifications shall be provided to the CITY within fifteen (15) days of this Agreement going into effect. 
o	Continue to maintain professional membership in relevant professional organizations and provide such evidence within fifteen (15) days of this Agreement going into effect. 
•	Cooperation with    CITY manager and directors as well as with of other designees of the  CITY Manager
•	Other duties that may arise as agreed upon by both parties.
TO BE PROVIDED BY    CITY:
•	Computers, printers, Internet and other technology costs needed for the execution of the Agreement by CONSULTANT is at CONSULTANT’s cost
•	CONSULANT shall maintain relevant Zoom account, telephone service and email service at his cost with respect to executing this Agreement.
•	In the case where the CITY requires other specific forms of technology for remote services provided by CONSULTANT outside Zoom, telephone services and email services and such technology is not free, CITY shall be responsible for the cost. 
•	Management and leadership assessment costs are technology costs that the CITY shall be responsible for and CONSULATNT agrees to bill the CITY exactly the cost of such assessments with no extra charges and provided such assessments are formerly requested by or agreed to by CITY. 
•	CITY reserves the right to provide consultant with a secure CITY labtop that shall be used only for the purpose of this Agreement to facilitate scheduling and collaboration. 

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APPENDIX B (SAMPLE ADAPTED FROM ANOTHER CLIENT CONTRACT)
   CITY CONTRACTORS CONFLICT OF INTEREST POLICY
I.	Policy
CITY policy is that no contractor, while serving the Association should use his or her position by allowing a situation to exist that may be construed as a conflict of interest situation.
II.	Purpose
CITY’s intent is to ask its contractors, employees and leaders to operate with the highest ethical standards in their relationships with    CITY. Any activities which do not serve the best interest of    CITY or which favor the personal advantage of another person or corporation are inconsistent with the duties and responsibilities owed to    CITY.
III.	Conflict of Interest Defined
For the purposes of this policy, the following circumstances shall be deemed to create potential Conflicts of Interest and should be disclosed fully and where deemed appropriate, prohibited entirely:
A.	Any contract or transaction between a    CITY employee and a contractor not reviewed and approved by    CITY.
B.	A contract or transaction between a contractor, and another entity or individual    CITY has existing contractual relationships with. The contractor should disclose instances where a material financial interest exists, or where an employee of the contractor is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative.
C.	A contract or transaction between a contractor and an entity or individual providing products or services in direct competition with    CITY.
D.	A contractor or its employees having a material financial interest in; or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative of, or CONSULTANT  to; an entity or individual that competes with    CITY in the provision of services or in any other contract or transaction with a third party.
E.	A contractor giving gifts, entertainment or other favors to any individual employee of    CITY under circumstances where it might be inferred that such action was intended to influence or possibly would influence the    CITY employee in the performance of his or her duties.
This does not preclude the giving of consumable or non-consumable items of nominal or insignificant value ($50 or less), or entertainment of nominal or insignificant value ($100 or less), which are not related to any particular transaction or activity of    CITY. All non-significant gifts or entertainment to    CITY employees should only be given with prior approval from the employee's supervisor. It also does not preclude gifts to the whole of the association with prior approval of the    CITY President.
F.	A contractor may not seek to profit materially from non-public "inside information" gained while serving    CITY.
G.	A contractor may not recruit existing    CITY employees while under contract or while having ongoing transactions with    CITY.
H.	A contractor has a duty of loyalty to and honesty with    CITY. This duty includes an affirmative obligation to report to the CITY manager any violations of this conflict of interest policy or any efforts by a    CITY employee or leader to create a situation violating this policy. Any such incidents involving the CITY manager should be reported to the Mayor or Mayor Pro-Tem.
IV.	Definitions
A.	A "Conflict of Interest" is any circumstance described in Part III of this Policy.
B.	A contractor is an individual or entity with current or potential contracts or transactions with    CITY. It includes CONSULTANT , contractors, and professional firms.
C.	A "Family Member" is a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of a contractor.
D.	A "Material Financial Interest" in an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a contractor's or Family Member's judgment with respect to transactions to which the entity is a party.
E.	A "Contract or Transaction" is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relationship, or review of a charitable organization by    CITY. The making of a gift to    CITY is not a Contract or Transaction.
F.	   CITY includes both formal and informal     CITY activities