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Mercury. <br /> CONSULTING SERVICES AGREEMENT <br /> City of Decatur ("Client") enters into this Consulting Services Agreement (the "Agreement") <br /> effective as of January 1,2025 (the"Effective Date"),to retain Highstake 35 LLC dba Mercury <br /> Public Affairs ("Consultant"), to perform the services described herein. Client and Consultant <br /> may each be referred to herein as a"Party,"and together as the"Parties." <br /> 1. The Services. Consultant shall render services to Client as specified on Schedule 1 <br /> attached hereto (the"Services"). <br /> 2. Payment Terms. Client shall pay fees and expenses per the terms set forth on Schedule 2 <br /> attached hereto. Payment in full of fees and expenses shall be made to Consultant within thirty <br /> (30) days after an invoice is rendered. In the event Client does not pay such fees and expenses as <br /> specified, Consultant may suspend Services until payment is made. All payments made by Client <br /> shall be without deduction or offset. <br /> 3. Term. The term of this Agreement shall begin on the Effective Date and will continue in <br /> effect until December 31, 2026 (the"Term"). <br /> 4. Independent Contractor Status. Consultant is an independent contractor and not an agent <br /> or employee of Client. <br /> 5. Confidential Information. During the performance of Services, Consultant may have <br /> access to, have disclosed to it, or otherwise obtain information which Client identifies as <br /> confidential or proprietary ("Confidential Information"). Consultant shall use such Confidential <br /> Information solely in performance of its obligations under this Agreement. Information shall not <br /> be deemed Confidential Information if such information is: (i) already known to Consultant free <br /> of any restriction; (ii) obtained from a third party free of any restriction; (iii) developed <br /> independently by Consultant; or(iv) available publicly. <br /> 6. Indemnification. Each Party will indemnify and hold harmless the other Party, its <br /> principals,employees,officers,and agents(collectively,the"Indemnified Party")from and against <br /> any and all liabilities, losses, claims, demands, actions,judgments, costs, and expenses, including <br /> but not limited to reasonable attorneys' fees, arising out of or resulting from any negligence, gross <br /> negligence, or willful misconduct by the indemnifying Party, its employees, officers, directors, <br /> and agents. Each Party's indemnification obligations are conditioned upon the Indemnified Party: <br /> (i)giving prompt written notice of any claim, action, suit or proceeding for which the Indemnified <br /> Party is seeking indemnity; (ii) granting control of the defense and settlement of the action to the <br /> indemnifying Party,provided that no settlement admitting liability or that requires the payment of <br /> funds or the granting of legal or equitable relief will be entered into absent mutual agreement of <br /> the Parties, which will not be unreasonably withheld; and (iii) reasonably cooperating with the <br /> City of Decatur IL contract 01012025.docx <br /> Confidential-Not for Public Consumption or Distribution <br />