Res 2024-155 approving funding agreements with Southside Community Center in the amount of $800,000.00 from funds received by the city under the American Rescue Plan

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21. Indemnification Generally Subrecipient shall defend, hold harmless and indemnify the City of San Marcos, its agents and assigns, from and against any and all claims, losses, expenses, costs, and/or damages (including, without limitation, out-of-pocket expenses, reasonable attorneys'fees and costs, and other related expenses)arising out of, in connection with, or resulting from the performance contemplated by this Agreement, including but not limited to(i) any injury or damage to persons or property that may occur as a result of work performed in connection with its SURF Program, (ii) any third party, including without limitation, development professionals and contractors who may be engaged by Subrecipient; and(iii)any third party claiming that a third party beneficiary relationship has been established between the City of San Marcos and such third party, it being the intention of the parties hereto that no such relationships be created or established. Subrecipient's indemnification of the City of San Marcos shall survive the disbursement of any funds hereunder and the termination of this Contract Agreement. 22. No Delegation of Duties Subrecipient shall remain fully obligated under the provisions of this Contract Agreement notwithstanding its designation of any third party or parties for the undertaking of all or any part of the Program. Any party or parties so designated shall also be obligated to perform such duties under the same restrictions and requirements as if Subrecipient were performing them. 23. Conflicts of Interest Subrecipient must maintain a written conflict of interest policy governing the performance of all persons engaged in the award and administration of contracts that comply with 2 CFR 200.112 and 2 CFR 200.318 18 as applicable.No person, employee,agent, consultant, officer, director or elected official or appointed official of Subrecipient who exercises or has exercised any function or responsibilities with respect to activities assisted with SURF funds or who is in a position to participate in a decision-making process or to gain inside information with regard to these activities,may obtain a financial interest or benefit from a SLFRF-assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for one(1)year thereafter. Subrecipient must provide a copy of its written conflict of interest policy to the City of San Marcos upon its request. The Subrecipient covenants that its employees have no interest and will not acquire an interest, direct or indirect, in the project area or any parcels therein or any other interest which would conflict in any manner or degree with the performance of services hereunder. The Subrecipient further covenants that in the performance of this Contract Agreement, no person having such interest will be employed. 24. Privacy Protection Subrecipient must establish and adhere to a written policy for the protection of non-public personal information collected in the course of Subrecipient's activities under this Contract Agreement. The City of San Marcos shall have the right to review this policy and to require additional measures to ensure adequate protection of such private information. Review shall be strictly limited to whether such policy complies with the City of San Marcos requirements. In no event may any statement by the City of San Marcos be construed as an opinion on whether a privacy policy complies with the requirements of any law, regulation, institution, government or court.Nor may any statement by the City of San Marcos be used by Subrecipient for any purpose whatsoever, except as necessary to correct or improve Subrecipient's practices, without the City of San Marcos's prior written consent. 25. Minority/Women's Business Enterprises The Subrecipient will take all necessary affirmative steps to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement. Subrecipient agrees to utilize the Texas Comptroller of Public Accounts CMBL/H-UB directory to search for businesses in this category. 26. Religious Organizations Organizations that are religious or faith-based are eligible, on the same basis as any other organization, to participate in the SURF program. The Subrecipient shall not, in carrying out this Contract Agreement, Page 7 of 14 Initials: 'N-