Common use of HEADCOUNT CHANGES Clause in Contracts

HEADCOUNT CHANGES. Institution is required to notify VTA, in writing, within 30 calendar days of any significant increase in the participant headcount for this Agreement. For this purpose, “significant increase” means: (i) an increase of 5% or more above the current Agreement headcount for Institutions with less than 10,000 participants, or (ii) any headcount increase of 500 or more individuals for Institutions with 10,000 or more participants. Upon receiving such notification, VTA will invoice Institution for the additional headcount based on the per-capita rate(s) established in this Agreement, pro-rated for the remainder of the Agreement term. Institution shall make payment for the change within 30 calendar days of receiving VTA’s invoice. Institution may request Agreement adjustments for significant headcount decreases of 10% or more below the currently Agreement headcount. Requests for Agreement adjustments will only be considered if the Institution provides, at the time of its request, an equivalent number of Clipper® SmartPass card serial numbers to be deactivated. If adjustments are accepted, VTA will credit the Institution for the change in headcount for the number of months remaining in the Agreement term. For colleges/universities, see section 24 – 30. If the Institution is renewing this Agreement for less than its Prior Agreement headcount, the Institution must submit a list of Clipper® SmartPass card serial numbers to be deactivated as of effective date of this Agreement term. If the Institution fails to provide a deactivation list prior to the effective date of this Agreement, the headcount will not be adjusted from the Prior Agreement, and such headcount be invoiced for this Agreement for the entire year.

HEADCOUNT CHANGES. Institution is required to notify VTA, in writing, within 30 calendar days of any significant increase in the participant headcount for this Agreement. For this purpose, “significant increase” means: (i) an increase of 5% or more above the current Agreement headcount for Institutions with less than 10,000 participants, or (ii) any headcount increase of 500 or more individuals for Institutions with 10,000 or more participants. Upon receiving such notification, VTA will invoice Institution for the additional headcount based on the per-capita rate(s) established in this Agreement, pro-rated for the remainder of the Agreement term. Institution shall make payment for the change within 30 calendar days of receiving VTA’s invoice. Institution may request Agreement adjustments for significant headcount decreases of 10% or more below the currently current Agreement headcount. Requests for Agreement adjustments will only be considered if the Institution provides, at the time of its request, an equivalent number of Clipper® SmartPass card serial numbers to be deactivated. If adjustments are accepted, VTA will credit the Institution for the change in headcount for the number of months remaining in the Agreement term. For colleges/universities, see section 24 – 30. If the Institution is renewing this Agreement for less than its Prior Agreement headcount, the Institution must submit a list of Clipper® SmartPass card serial numbers to be deactivated as of the effective date of this Agreement term. If the Institution fails to provide a deactivation list prior to the effective date of this Agreement, the headcount will not be adjusted from the Prior Agreement, and such headcount will be invoiced for this Agreement for the entire year.

HEADCOUNT CHANGES. Institution is required to notify VTA, in writing, within 30 calendar days of any significant increase in the participant headcount for this Agreement. For this purpose, “significant increase” means: (i) an increase of 5% or more above the current Agreement headcount for Institutions with less than 10,000 participants, or (ii) any headcount increase of 500 or more individuals for Institutions with 10,000 or more participants. Upon receiving such notification, VTA will invoice Institution for the additional headcount based on the per-capita per‐capita rate(s) established in this Agreement, pro-rated pro‐rated for the remainder of the Agreement term. Institution shall make payment for the change within 30 calendar days of receiving VTA’s invoice. Institution may request Agreement adjustments for significant headcount decreases of 10% or more below the currently current Agreement headcount. Requests for Agreement adjustments will only be considered if the Institution provides, at the time of its request, an equivalent number of Clipper® SmartPass card serial numbers to be deactivated. If adjustments are accepted, VTA will credit the Institution for the change in headcount for the number of months remaining in the Agreement term. For colleges/universities, see section 24 – 30. If the Institution is renewing this Agreement for less than its Prior Agreement headcount, the Institution must submit a list of Clipper® SmartPass card serial numbers to be deactivated as of the effective date of this Agreement term. If the Institution fails to provide a deactivation list prior to the effective date of this Agreement, the headcount will not be adjusted from the Prior Agreement, and such headcount will be invoiced for this Agreement for the entire year.