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5 <br /> i.e. reorganization and personnel changes. The narrative portion of the <br /> report should be concise, generally one to two pages in length. In order for <br /> NCDOT/USDOT September 30 deadlines,performance reports, <br /> documenting the previous fiscal year, must be submitted to the City of <br /> Durham, Transportation Division no later than July 30th each year. <br /> 4. Audits. The City of Durham and NCDOT or USDOT shall be permitted to <br /> review, inspect, or study activities of the County under the Section 5310 <br /> programs. The County shall bear the cost of any work not approved by the MPO, <br /> NCDOT and USDOT in the event an audit of expenses incurred by the County <br /> reveals costs which are not eligible for federal or state funding but for which the <br /> City has invoiced on behalf of the County and reimbursed the County. The <br /> County agrees to reimburse the City, in full, for these costs. <br /> 5. Personnel. The City Manager shall designate City personnel and the County <br /> Manager shall designate County personnel as necessary to carry out the <br /> responsibilities of the City and County respectively, under this Agreement. <br /> 6. Subcontractors. County shall comply with the Equal Opportunity Provisions for <br /> Federal-Aid Contracts in accordance with Attachment A, which is attached hereto <br /> and incorporated herein and made part of this Agreement. The County shall <br /> comply with subcontracting and procurement provisions and contained in FTA <br /> Circular 4220.1 "Third Party Contracting Guidelines", and additions or <br /> amendments thereto. <br /> 7. Indemnification. <br /> a) If the County enters into any contract with a third party to perform any of <br /> the purposes under this Agreement(hereinafter, "County Contractor"), the <br /> County shall require in its contract with such County Contractor that the <br /> County-Contractor shall defend, indemnity and save harmless Indemnitees <br /> from and against all charges that arise in any manner from, in connection <br /> with, or out of this Agreement as a result of acts or omissions of the <br /> County Contractor or Subcontractors or anyone directly or indirectly <br /> employed by the County Contractor. In performing its duties under this <br /> section"a", County Contractor shall at its sole expense defend <br /> Indemnitees with legal counsel reasonably acceptable to the City. <br /> b) Definitions. As used in subsections "a" above and "c" and"d" below- <br /> "Charges" means claims,judgments, costs, damage, losses, demands, <br /> liabilities, obligations, fines,penalties, royalties, settlements and expenses <br /> (included without limitation within) "Charges" are (1)interest and <br /> reasonable attorneys' fees assessed as part of any such item, and (2) <br /> amounts for alleged violations of sedimentation pollution laws and <br /> regulations —including but not limited to any such alleged violation that <br /> arises out of handling, transportation, deposit, or delivery of the items or <br /> materials that are the subject of this contract). <br /> "City" means the City of Durham. <br /> "County Contractor" means all parties to any contract with the County for <br /> the purpose of performing any requirement under this Agreement other <br /> than the City or the County. <br /> 4 <br />