Attachment 2SANTA CLAVALLEY T';>_NSPORTATION AUTHO' _`TY
CONGESTION MANAGEMENT PROG M
T' NSPORTATION FUND FOR CLEAN AIR
AG EMENT
FY 2018/19
This agreement ("Agreement") by and between the Santa Clara Valley Transportation Authority
("VTA") and the TOWN OF LOS GATOS ("Sponsor") shall be effective on the date that this
Agreement is fully executed by the parties hereto ("Effective Date").
RECITALS
This Agreement is made with reference to the following facts:
A. VTA has been designated by resolutions of the County of Santa Clara, as well as a majority
of the cities within Santa Clara County, as the Program Manager for Santa Clara County
Transportation Fund for Clean Air ("TFCA") County Program Manager under the State of
California Health and Safety Code Section 44241.
B. Pursuant to that designation, VTA is responsible for allocating and administering the County
of Santa Clara's TFCA County Program Manager Fund ("County Fund") to eligible project
sponsors in accordance with its agreement with the Bay Area Air Quality Management
District ("BAAQMD").
C. On September 6, 2018, the VTA Board approved the programming of FY 2018/19
Transportation Fund for Clean Air Program Manager (TFCA 40%) funds for the Roberts
Road Smart Growth Bicycle Improvements project (PROJECT).
D. This Agreement specifies the conditions under which VTA will allocate and administer a
grant from the County Fund to Sponsor for fiscal year 2018/19.
Now, therefore the parties agree as follows:
AGREEMENT
Section 1. Grant of TFCA Funds; Description of Project
A. Subject to appropriation and receipt of TFCA funds (as further set forth in Section 9, below),
VTA hereby agrees to allocate to Sponsor a TFCA grant in an amount not to exceed $39,500
(the "Grant Funds") in consideration for Sponsor's agreement to implement and complete the
Project (as further set forth in the project summary, attached hereto as Attachment A), in
accordance with the terms and conditions set forth in this Agreement.
B. In consideration of VTA's providing Sponsor with the Grant Funds, Sponsor hereby agrees to
implement and complete the Project in conformance with the terms of this Agreement. In
implementing the Project, Sponsor shall comply with the Project schedule and monitoring
requirements, as described in Attachment A.
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ATTACHMENT 2
Section 2. Proper Expenditure; Return of Funds
A. Sponsor shall assure that all funds received under this Agreement are expended only in
accordance with all applicable provisions of federal, state and local law, and Sponsor shall
require any other sub -recipients of Grant Funds for the Project to do the same.
B. Sponsor shall comply with: (i) all TFCA program and project requirements, as set forth in the
BAAQMD's "County Program Manager Fund Expenditure Plan Guidance Fiscal Year
Ending (FYE) 2019," the Funding Agreement between VTA and BAAQMD for FY 2018/19
(FYE 2019); and (ii) the TFCA County Program Manager Fund Policies for FYE 2019
(hereinafter "Policies"). These documents, including appendices, are incorporated herein and
made a part hereof by this reference as if fully set forth herein.
C. Sponsor shall expend no more than five percent (5%) of Grant Funds received hereunder on
administrative costs, per California Health and Safety Code Section 44233.
D. Sponsor shall return to VTA all funds that are not expended in accordance with applicable
provisions of law.
E. In addition, Sponsor shall return the TFCA funds to VTA if a project is not maintained and/or
operated throughout and until the conclusion of the "Number of Years of Effectiveness." This
is the default value stated in Appendix H of BAAQMD's "County Program Manager Fund
Expenditure Plan Guidance Fiscal Year Ending 2019" for the applicable project type, unless a
different value was approved and shown to yield a Project that meets the cost-effectiveness
requirement in the Policies by the Program Manager. The amount of funds returned to the
Program Manager shall be calculated on a prorated basis.
Section 3. Term
The term of this Agreement shall commence July 1, 2018 and shall continue until either the
Project is completed or terminated in accordance with Section 15C.
Any requests for additional time to complete Project beyond June 30, 2020 must be submitted in
writing to VTA no later than sixty (60) days prior to that date. VTA may approve or deny two 12-
month requests in its sole discretion. In order to approve any time extensions, sponsor must
prove to VTA that significant progress has been made on implementing the project. Any
subsequent schedule extensions for projects can only be approved by BAAQMD on a case -by -
case basis, if BAAQMD finds that sponsor has made significant progress has been made on a
project. Documentation by VTA or BAAQMD approving any extensions for the Project shall be
sufficient approval to extend the term of this Agreement.
Section 4. Work Product
Sponsor shall place in the public domain any software, written document, or other product
developed with funds received through this Agreement, to the extent not otherwise prohibited by
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law, and to the extent required by the California Public Records Act (California Government
Code Sections 6250 et seq.).
Section 5. Acknowledgement of Funding Sources
A. Sponsor shall acknowledge both VTA and BAAQMD as Project's funding sources during the
implementation of a project and shall use the VTA and the BAAQMD approved logos as
specified below:
(1) The logos shall be used on signs posted at the site of any Project construction;
(2) The logos shall be displayed on any vehicles operated with or obtained as part of the
Project;
(3) The logos shall be used on any material intended for public consumption associated with
the Project, such as websites and printed materials, including project -related transit
schedules, brochures, handbooks, maps created for public distribution, and promotional
material; and
(4) Sponsor will demonstrate to VTA, through evidence such as photographs of vehicles,
construction signs, and copies of press releases, that the logos are used and displayed as
required by this Section.
B. VTA shall provide a copy of BAAQMD and VTA logos to Sponsor solely for use in fulfilling
Sponsor's obligations under this Section.
C. Sponsor shall acknowledge VTA and BAAQMD as a funding source in any related articles,
news releases, or other publicity materials for the Project that are produced or caused to be
produced by Sponsor.
Section 6. Insurance Coverage
Sponsor shall obtain and maintain, throughout the term of this Agreement, the insurance
coverage specified in Attachment B "Insurance Requirements," and shall comply with all
insurance requirements set forth therein, including the provision regarding documentation of said
insurance coverage. Failure to obtain and maintain the insurance coverage and to comply with all
insurance requirements shall be deemed a breach of this Agreement. The Sponsor must instruct
their insurance broker/agent to submit all insurance certificates and required notices
electronically in PDF format to william.hough@vta.org
Section 7. Invoicing
Sponsor shall submit invoices at quarterly intervals to VTA for reimbursement of costs incurred
to implement the Project. Sponsor shall send requests for reimbursement to VTA Accounts
Payable at 3331 North 1st Street, Building A, San Jose, CA 95134-1927. Sponsor shall include
relevant, auditable back-up documentation (time sheets, bills, etc.) with each invoice.
Section 8. Reimbursement
A. All funds allocated by VTA to Sponsor shall be on a cost -reimbursement basis only. VTA
shall pay no funds in advance.
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B. Upon review and approval of invoices and documentation, VTA shall, within twenty (20)
days of receipt of an invoice that conforms to the requirements set forth in this Agreement,
reimburse Sponsor for all eligible expenditures up to the maximum amount described in
Section 1 of this Agreement. Only those Project costs incurred by Sponsor on or after July 1,
2018 shall be considered reimbursable expenditures.
C. Funds for the Project described in this Agreement, which are not submitted for
reimbursement prior to June 30, 2020, shall not be available to reimburse Project costs unless
a Project schedule, which extends the Project completion date beyond June 30, 2020, has
been approved by VTA and BAAQMD, as set forth in Section 3, above.
Section 9. Funds Subject to Appropriation/Allocation of Funds Contingent on
Appropriation
VTA's obligations under the terms of this Agreement are contingent upon and subject to the
allocation of TFCA funds to VTA by BAAQMD under VTA's "19-SC" agreement with
BAAQMD for approved projects during Fiscal Year 2018/19.
Section 10. Audit
This Agreement shall be subject to the examination and audit of the California State Auditor
pursuant to California Government Code Section 8546.7 for a period of five (5) years after final
payment. Audits may also be conducted by an auditor chosen by BAAQMD or VTA.
Section 11. Sponsor's Record Keeping
Sponsor shall:
A. Allow VTA staff, BAAQMD staff, both Parties' authorized representatives, and both Parties'
independent auditors, during the term of this Agreement and for five (5) years following
completion of each Project, to conduct performance and financial audits of the Project and to
inspect the Project. During audits, the Sponsor shall make available to the auditor, in a timely
manner, all records relating to Sponsor's implementation of the Project. During inspections,
Sponsor will provide, at the request of VTA or BAAQMD, access to inspect the Project and
related records.
B. Maintain employee time sheets documenting those hourly labor costs incurred in the
implementation of the Project, including both administrative and Project implementation
costs, or to establish an alternative method to document staff costs charged to the funded
Proj ect.
C. Keep all financial and Project implementation records necessary to demonstrate compliance
with this Agreement and the Program. Such records shall include documentation that
demonstrates significant progress made for those Program Projects seeking extensions to the
completion date. Sponsor shall keep such documents in a central location for a period of five
(5) years following completion of the Project.
D. Submit a mid -year progress report to VTA one (1) month after the end of the second quarter
of each fiscal year ("fiscal year" means the period starting July 1 and ending June 30.) The
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report shall itemize: (a) the expenditure of the funds; and (b) progress to -date in the
implementation of each funded project.
E. Submit a year-end report within one (1) month of the end of each fiscal year until each
project is completed and all monitoring requirements have been fulfilled. The report shall
itemize: (a) the expenditure of the funds; (b) progress to -date in the implementation of each
funded project; and (c) the results of the monitoring of the performance of the Project as
specified in Attachment A.
Section 12. Indemnity
Neither VTA nor BAAQMD nor any officer or employee thereof shall be responsible for any
damage or liability occurring by reason of anything done or omitted to be done by Sponsor under
or in connection with Sponsor's performance of the Project. It is understood and agreed that
Sponsor shall fully defend, indemnify, and save harmless VTA and BAAQMD from all liability,
loss, expense (including reasonable attorneys' fees), claims for injury or damages, or suits or
actions of every name, kind, and description brought on, for, or on account of injury to persons,
damages to real or personal property, or other monetary damages to the extent caused by anything
done or omitted to be done by Sponsor under or in connection with the performance of the
Project with funds allocated by this Agreement.
Section 13. Review
A. VTA shall review Sponsor's progress in implementing the Project at the end of the sixth (6th)
quarter following execution of this Agreement. If progress at the sixth (6th) quarter review is
insufficient to implement the Project or to expend the funds within the period described in
Section 3, VTA shall develop an action plan with the Sponsor to ensure that these funds are
not required to be repaid to the County Funds, and the action plan may include
reprogramming funds to other projects within Santa Clara County to ensure their expenditure
prior to the fund expiration date described in Section 3.
B. VTA shall provide Sponsor with all BAAQMD-approved Program Manager reporting forms
required pursuant to this Agreement.
Section 14. Non -Performance
A. If Sponsor causes all or part of these Grant Funds to be subject to repayment to the County
Program Manager Fund as a result of failure to complete a project according to the work
scope described in Attachment A, Sponsor's next grant allocation of any kind shall be
reduced by the amount lost.
B. Sponsor shall be ineligible for future funding under this program if Sponsor has five (5) or
more projects greater than two (2) years old on BAAQMD's annual "Less than 100%
complete" list.
Section 15. General Terms and Conditions
A. Notices. Any notice required to be given by either Party, or which either Party may wish to
give, shall be in writing and served either by personal delivery or sent by certified or
registered mail, postage prepaid, addressed as follows:
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To VTA:
To SPONSOR:
Santa Clara Valley Transportation Authority
Deputy Director, Programming & Congestion Management
3331 North 1st Street
San Jose, CA 95134-1906
Town of Los Gatos
Town Manager
110 E. Main Street
Los Gatos, CA 95030
B. Program Liaison. Within thirty (30) days from the Effective Date of this Agreement,
Sponsor shall notify VTA of Sponsor's "Program Liaison" and of the Program Liaison's
address, telephone number, and email address. The Program Liaison shall be the liaison to
VTA pertaining to implementation of this Agreement and shall be the contact for information
about the Project(s). Sponsor shall notify VTA of the change of Program Liaison or of the
Program Liaison's contact information in writing no later than thirty (30) days from the date
of any change.
C. Termination.
Voluntary. Either Party may terminate this Agreement by giving written notice to the
other Party. The notice of termination shall specify the effective date of termination,
which shall be no less than thirty (30) calendar days from the date of receipt of such
notice.
Unless the Parties have agreed to an alternative formula, the VTA will calculate the
amount of funds to which the Sponsor is eligible or which the Sponsor is required to
return to VTA. If the VTA has paid the Sponsor more than the amount of such
eligible funds, the Sponsor shall pay the funds owed to the VTA within thirty (30)
days of the effective date of termination.
If the VTA terminates this Agreement pursuant to this provision, the Sponsor shall
cease all work under this Agreement and cease further expenditures of TFCA funds
received under this Agreement immediately upon receipt of the notice of termination,
excepting any work peiinitted to continue that is specified in the notice of
termination. The VTA will reimburse Sponsor for eligible costs on the Project
expended up to the effective date of the termination.
ii. After Breach. The VTA may terminate this Agreement for breach. The VTA will
deliver a written notice of breach that specifies the date of termination, which will be
no less than ten (10) business days from delivery of such notice, and will provide the
Sponsor the opportunity to contest such breach within that period of time. The notice
of termination will specify the amount of the Total TFCA Funds awarded that the
VTA has paid. The Sponsor shall reimburse any funds owed to the VTA within thirty
(30) days of the effective date of termination.
Survival. Any provision that, by its nature, extends beyond the term or termination of this
Agreement shall survive the expiration or termination of this Agreement.
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D. Non -Waiver. The failure of either party to insist upon the strict performance of any of the
terms, covenants, and conditions of this Agreement shall not be deemed a waiver of any right
or remedy that either party may have, and shall not be deemed a waiver of their right to
require strict performance of all of the terms, covenants, and conditions thereafter.
E. Assignment: Sponsor shall not assign, sell, license, or otherwise transfer any rights or
obligations under this Agreement without the prior written consent of VTA.
F. Integration. This Agreement, including all attachments and references, constitutes the entire
Agreement between the Parties pertaining to the subject matter contained herein and
supersedes all prior or contemporaneous agreements, representations, and understandings of
the Parties relative thereto.
G. Amendments. Future amendments and modifications to this Agreement shall be made in
writing and signed by both parties.
H. Attachments. Each attachment hereto is incorporated into this Agreement as if fully set forth
herein.
I. Severability. If any term, covenant, condition, or provision of this Agreement, or the
application thereof to any person or circumstance, shall to any extent be held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms,
covenants, conditions, and provisions of this Agreement, or the application thereof to any
person or circumstance, shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
J. Warranty of Authority to Execute Agreement. Each Party to this Agreement represents
and warrants that each person whose signature appears hereon has been duly authorized and
has the full authority to execute this Agreement on behalf of the entity that is a Party to this
Agreement.
Signatures of Parties on following page.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date shown
below.
TOWN OF LOS GATOS
(Sponsor)
Santa Clara Valley Transportation Authority
(VTA)
Dated: Dated: /a ' (U
Laurel Prevetti, Town Manager Nuria I. Fernandez, General Matt a er/CEO
Approved As To Form: Approved As To Form:
Robert Schultz, Town Attorney Caroline Kim, Assistant Counsel
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•
A. Project Number: 19SCO2
JECT I
F
ATI
B. Project Title: Los Gatos Roberts Road Smart Growth Bicycle Improvements
C. TFCA Program Manager Funds Allocated: $39,500.00
D. TFCA Regional Funds Awarded (if applicable):$0
E. Total TFCA Funds Allocated (sum of C and D): $39,500.00
F. Total Project Cost: $45,000.00
G. Project Description:
Grantee will use TFCA funds to provide Fisher Middle School frontage improvements on Roberts
Road and Fisher Avenue.
H. Final Report Content: Final Report Form for Trip Reduction projects and final Cost Effectiveness
Worksheet.
I. Attach a completed Cost-effectiveness Worksheet and any other information used to evaluate the
proposed project.
J. Comments (if any): None.
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ATTACHMENT B
INSURANCE REQUIREMENTS
I. INDEMNITY
The Sponsor must indemnify, defend, and hold harmless Santa Clara Valley Transportation Authority
(hereinafter, "VTA"), the Bay Area Air Quality Management District, their respective officers, agents,
employees, representatives, and successors -in -interest from any claim, liability, loss, expense, including
reasonable attorneys' fees, or claims for injury or damage arising out of, or in connection with,
performance of this Agreement by Sponsor and/or its agents or employees or subcontractors,
excepting only loss, injury or damage caused by the gross negligence or willful misconduct of personnel
employed by VTA.
II. INSURANCE
Without limiting the Sponsor's obligation to indemnify VTA, the Sponsor must procure and maintain
for the duration of the Contract insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of the work hereunder by the Sponsor,
its agents, representatives, or employees, or subcontractors. The cost of such insurance must be
included in the Sponsor's Bid/Proposal. The Sponsor must furnish complete copies of all insurance
policies, within three (3) business days of any such request by VTA.
A. Liability and Workers' Compensation Insurance
1. Minimum Scope of Coverage
Coverage must be at least as broad as:
a. Insurance Services Office General Liability coverage ("occurrence" form CG 0001). General
Liability insurance written on a "claims made" basis is not acceptable.
b. Insurance Services Office Business Auto Coverage, Insurance Services Office form number
CA 0001, covering Automobile Liability, code 1 "any auto." Auto Liability written on a
"claims -made" basis is not acceptable.
c. Workers' Compensation insurance as required by the Labor Code of the State of California
and Employers Liability insurance
d. Property insurance covering all risks of loss, damage, or destruction of vehicles, vessels,
engines or equipment funded under this Agreement.
2. Minimum Limits of Insurance
Sponsor must maintain limits no less than:
a. General Liability: $1,000,000 limit per occurrence for bodily injury, personal injury, and property
damage. If a General Liability or other form with a general aggregate limit is used, either the
general aggregate limit must apply separately to this project/location or the general aggregate
limit must be twice the required occurrence limit.
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b. Automobile Liability: $1,000,000 limit per accident for bodily injury and property damage.
c. Workers' Compensation and Employers Liability: Statutory Workers' Compensation limits
and Employers Liability limits of $1,000,000 per accident.
d. Property insurance in an amount not less than the replacement cost value (RCV) of vehicles,
vessels, engines, or equipment funded under this Agreement.
3. Self -Insured Retention
Any self -insured retention or deductible in excess of $50,000 ($100,000 if Sponsor is a publicly -
traded company) must be declared to and approved by VTA. If Sponsor is a governmental
authority such as a state, municipality or special district, self-insurance is permitted. To apply for
approval for a level of retention or deductible in excess of $50,000, Sponsor must provide a
current financial report including balance sheet and income statement for the past three years, so
that VTA can assess Sponsor's ability to pay claims falling within the self -insured retention or
deductible. Upon review of the financial report, if VTA, in its sole discretion, deems it necessary,
VTA may elect one of the following options: to accept the existing self -insured retention or
deductible; require the insurer to reduce or eliminate the self -insured retention or deductible as
respects VTA, its officers, officials, employees and volunteers; or to require Sponsor to procure
a bond guaranteeing payment of losses and related investigations, claim administration and
defense expenses. Applicable costs resulting therefrom must be borne solely by the Sponsor.
B. Claims Made Provisions (not applicable to General Liability or Auto Liability)
Claims -made coverage is never acceptable for General Liability or Auto Liability. Claims -made
may be considered for Professional, Environmental/Pollution, or Cyber Liability. If coverage is
written on a claims -made basis, the Certificate of Insurance must clearly state so. In addition to
all other coverage requirements, such policy must provide that:
1. The policy retroactive date must be no later than the date of this Agreement.
2. If any policy is not renewed or the retroactive date of such policy is to be changed, the
Sponsor must obtain or cause to be obtained the broadest extended reporting period coverage
available in the commercial insurance market. This extended reporting provision must be of
at least two (2) years.
3. No prior acts exclusion to which coverage is subject that predates the date of this Agreement.
4. Policy allows for reporting of circumstances or incidents that might give rise to future
claims.
C. Other Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability
a. VTA, its officers, officials, employees and volunteers are to be named as additional
insureds as respects: liability arising out of activities performed by or on behalf of the
Los Gatos 1819 TFCA agreement 9/25/2018
Sponsor, including VTA's general supervision of the Sponsor; products and completed
operations of the Sponsor or subcontractors; premises owned, occupied or used by the
Sponsor; or automobiles owned, leased, hired or borrowed by the Sponsor. The coverage
must contain no special limitations on the scope of protection afforded to VTA, its
officers, officials, employees, or volunteers. Additional Insured endorsements must provide
coverage at least as broad as afforded by the combination of ISO CG 20 10 10 01 and CG
20 37 10 01.
b. Any failure to comply with reporting provisions of the policies may not affect coverage
provided to VTA, its officers, officials, employees, or volunteers.
c. The Sponsor's insurance must apply separately to each insured against whom claim is made
or suit is brought, except with respect to the limits of the insurer's liability.
d. The General Liability General Aggregate limit must apply per project, not per policy.
2. All Coverages
a. The insurer must agree to waive all rights of subrogation against VTA, its officers, officials,
employees, and volunteers for losses arising from work performed by the Sponsor and its
subcontractors for VTA.
b. The Sponsor's insurance coverage must be primary insurance as respects VTA, its officers,
officials, employees, and volunteers. Self-insurance or insurance that may be maintained by
VTA, its officers, officials, employees, or volunteers may apply only as excess to the
Sponsor's insurance. Sponsor's insurance must not seek contribution from VTA's insurance
program.
3. Other Insurance Provisions
a. The Certificate must disclose the actual amount of the Deductible or Self -Insured Retention.
b. If any coverage forms or endorsements required by this Contract are updated by their
publishers, whether they be the insurance carrier(s), the Insurance Services office, or the
American Association of Insurance Services, during the duration of this Contract, VTA
reserves the right to require the Sponsor to procure said coverage forms or endorsements
using the updated versions upon the next renewal cycle.
D. Acceptability of Insurers
Insurance and bonds must be placed with insurers with an A.M. Best's rating of no less than A
VII (financial strength rating of no less than A and financial size category of no less than VII),
unless specific prior written approval has been granted by VTA.
E. Certificates of Insurance
Sponsor must furnish VTA with a Certificate of Insurance. The certificates for each insurance
policy are to be signed by an authorized representative of that insurer. The certificates must be
issued on a standard ACORD Form. The Sponsor must instruct their insurance broker/agent to
submit all insurance certificates and required notices electronically in PDF format to
william.hough(ir),vta.org.
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The certificates must (1) identify the insurers, the types of insurance, the insurance limits, the
deductibles, and the policy term, (2) include copies of all the actual policy endorsements
required above, and (3) in the "Certificate Holder" box include:
Santa Clara Valley Transportation Authority ("VTA")
3331 North First Street
San Jose, CA 95134-1906
In the Description of Operations/Locations/Vehicles/Special Items Box, the VTA Contract
number must appear, the list of policies scheduled as underlying on the Umbrella policy must
be listed, Certificate Holder should be named as additional insured, and Waiver of
Subrogation must be indicated as endorsed to all policies as stated in the Contract Documents.
All certificates and endorsements are to be received and approved by VTA before work
commences. VTA reserves the rights to require complete, certified copies of all required
insurance policies, at any time.
If the Sponsor receives any notice that any of the insurance policies required by this Exhibit
may be cancelled or coverage reduced for any reason whatsoever, Sponsor or insurer must
immediately provide written notice to VTA that such insurance policy required by this Exhibit
is canceled or coverage is reduced.
F. Maintenance of Insurance
If Sponsor fails to maintain such insurance as is called for herein, VTA, at its option, may
suspend payment for work performed and/or may order the Sponsor to suspend work at
Sponsor's expense until a new policy of insurance is in effect.
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