HomeMy WebLinkAboutPCMG, Inc. 2017-04-19; Amendment 1 2018-02-28011
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■ Microsoft Volume Licensing
Amendment to Contract Documents
Enrollment Number
53516581 Ukiah2142018 dd
This amendment ("Amendment") is entered into between the parties identified on the attached program
signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined
in this Amendment will have the same meanings provided in that Enrollment or Agreement.
Enterprise Enrollment
Amendment ID CTM
Purpose of Amendment. Enrolled Affiliate originally ordered solely Non -GCC Services under its
Enrollment, identified above, but wishes instead to use GCC Services subject to the terms and
conditions of its Enrollment, as amended hereby. In order for Microsoft to complete Enrolled Affiliate's
migration from Enterprise to Government services, a Replacement Enrollment Number must be
assigned by Microsoft, and Enrolled Affiliate and Microsoft must perform a number of coordinated steps,
as set forth in this Amendment.
Amendment. The parties agree the Enrollment identified above shall be amended as follows.-
1.
ollows:
1. Definitions.
The following definitions shall apply solely to this Amendment. Other Capitalized terms used
herein are defined in the Enterprise Agreement, Enrollment, and applicable documents
incorporated therein, including but not limited to the SLA.
a. "Coordinator" means the individuals assigned by each party to coordinate the Migration
and SKU Transition, as described below in Section 2 and Appendix B, respectively.
Enrolled Affiliate and Microsoft shall each appoint one Coordinator.
b. "Dynamics 365 -Branded Services" means those Microsoft Online Services whose
names are branded as "Dynamics 365" and "Dynamics 365 Government".
c. "E Servers" means Microsoft's "public cloud" server infrastructure from which the GCC
Services (including Movable GCC Services and Non -Movable GCC Services) and Non -
GCC Services (including GCC -Compatible Services and GCC -Incompatible Services, if
any) were provided by Microsoft to Enrolled Affiliate under the Enrollment, prior to the
Migration and SKU Transition.
For clarity, following migration, (i) Movable GCC Services will be provided from G Servers,-
(ii)
ervers;(ii) Non -Movable GCC Services will need to be reconfigured by Enrolled Affiliate before
use; (iii) GCC -Compatible Services will continue to be provided from the E Servers; and
(iv) GCC -Incompatible Services will be de -provisioned and no longer available for use in
the Tenant, pursuant to the terms and conditions of this Amendment, below.
d. "Equivalent E SKU" means each E SKU which most closely corresponds to the similarly -
named service plan for one or more GCC Services. For example, with respect to the GCC
Service plan named "Office 365 Government Plan E3," the Equivalent E SKU is "Office 365
Enterprise Plan EY'
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e. "Equivalent G SKU" means the G SKU which most closely corresponds to the similarly -
named service plan containing one or more GCC Services. Additionally:
• If a similarly -named plan is available as both an E SKU and a G SKU, the
corresponding plan's G SKU will be the Equivalent G SKU, notwithstanding that the
Equivalent E SKU may include one or more components that are GCC -Incompatible
Services that are not included in the Equivalent G SKU.
For example, with respect to the E SKU plan named "Office 365 Enterprise Plan E3,"
the Equivalent G SKU is "Office 365 Government Plan E3."
• If there is no G SKU with a corresponding E SKU with a similar name, but one or
more components of the E SKU are available as a GCC Service, the corresponding
Equivalent G SKU will be the G SKU (or a combination of G SKUs) containing all of
the GCC Services and GCC -Compatible Services.
For example, with respect to the E SKU plan named "Secure Productive Enterprise
Plan E5," the Equivalent G SKU is the combination of "Office 365 Government Plan
E3." Plus the step-up to Office 365 Government Plan E5. This is because certain
other components which comprise the Secure Productive Enterprise Plan E5 are not
yet available as GCC Services or GCC Compatible Services. Microsoft expects to
make such additional components available. Once available, Enrolled Affiliate may
purchase additional Step -Up licenses for those components.
f. "E SKU" means a SKU for a Non -GCC Service (or suite of services).
g. "G Servers" means Microsoft's server infrastructure from which the GCC Services will be
provided by Microsoft, following Migration. For clarity, GCC -Compatible services (which
are not GCC Services) will continue to be provided from E Servers following Migration.
h. "G SKU" means a SKU for (a) a GCC Service; and/or (b) or suite containing at least one
GCC Service, but which may also include one or more GCC -Compatible Services
L "GCC -Compatible Services" means those Non -GCC Services which may be managed in
the same Tenant Administrator Console as GCC Services.
j. "GCC -Incompatible Services" means those Non -GCC Services which may not be
managed in the same Tenant Administrator Console as GCC Services, and which Enrolled
Affiliate must discontinue using prior to SKU Transition.
Ilk. "GCC Service" means a Government Community Cloud Service, as defined below.
I. "Government Community Cloud Services" means Microsoft Online Services that are
provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the
Community and offered in accordance with the National Institute of Standards and
Technology (NIST) Special Publication 800-145. Microsoft Online Services that are
Government Community Cloud Services are designated as such in the Use Rights and
Product Terms.
m. "Lead Enrollment Number" means the Enrollment Number identified above, which was
assigned by Microsoft when the Enrollment was first executed, and which identifies the
Enrollment in Microsoft's volume licensing databases. For clarity, on -premises software
Product orders shall continue to be placed by Reseller under the Lead Enrollment Number.
n. "License Reassignment Date" means, in accordance with Section 2 (Step 3) of this
Amendment, the date upon which the process of reassigning user accounts from
Equivalent E SKUs to Temporary G Licenses will be performed.
o. "Migration" means the technical process by which Microsoft will (a) move Movable GCC
Services from E Servers to G Servers, and (b) reconfig! re Microsoft's internal directory and
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databases in order to provision Movable GCC Services on G Servers and to enable SKU
Transition.
p. "Migration Period" means the period during which Migration will take place. For clarity,
the Migration Period will entail several different processes, and may span several weeks.
q. "Movable GCC Services" are those component Online Services that are available as
both GCC Services and Non -GCC Services, and for which Customer Data and settings
will be moved from E Servers to G Servers, as set forth below. As of the date this
Amendment was executed:
• Movable GCC Services consist solely of the following: (i) Exchange Online; (ii)
SharePoint Online with One Drive for Business; and (iii) Skype for Business
(formerly Lync Online); and (iv) (if applicable) Project Online; and
• Movable GCC Services do not include Azure -branded Online Services, Microsoft
Power BI, or any other Online Service not listed as such above.
For clarity, Movable GCC Services may be licensed individually or as part of suites which
may contain other component Online Services that are not Movable GCC Services (for
example, Non -Movable GCC Services, GCC Compatible Services, and GCC -Incompatible
Services).
r. "Non -GCC Service" means any Online Service that is not a GCC Service.
s. "Non -Movable GCC Service" means any Online Service this is available as both a GCC
Service and Non -GCC Service, but for which Customer Data and settings will not be moved
to GCC Services pursuant to the terms and conditions of this Amendment. For clarity,
Enrolled Affiliate must deprovision and discontinue use of Non -Movable GCC Services prior
to SKU Transition and will be able to set up and use such services as GCC Services
following SKU Transition.
t. "Original Orders" mean the Reseller's purchase order(s) for E SKUs representing
Movable GCC Services and (if applicable) GCC -Compatible Services and/or GCC -
Incompatible Services that were placed, prior to the Migration, under the Lead Enrollment
Number.
u. "PCN" means a unique customer database record (also called "Public Customer Number")
assigned by Microsoft to one or more Agreements and/or Enrollment Numbers.
v. "Replacement Enrollment Number" means the Enrollment Number, to be established by
Microsoft upon execution of this Amendment, upon which Reseller will place the
Replacement Order and all subsequent orders for Online Services associated with the
Tenant. Microsoft will assign a new PCN for the Replacement Enrollment, distinct from the
PCN previously assigned to the Lead Enrollment Number.
w. "Replacement Order" means the single purchase order for Equivalent G SKUs (and E
SKUs for GCC -Compatible Services) that the Reseller submits under the Replacement
Enrollment Number, concurrent with the parties' execution of this Amendment, solely to
replace the Original Orders.
x. "SharePoint Read -Only Period" means the period, lasting for the duration of the
Migration, during which Enrolled Affiliate's SharePoint Online Service will be set to read-
only mode, such that end users of that service will be unable to store or add new content.
For clarity, unless Microsoft's Coordinator instructs Enrolled Affiliate to the contrary, all
other component Online Services (e.g. Exchange Online, Skype for Business) are expected
to remain fully -functional during Migration.
y. "SKU" means a part number, also referred to as a stock keeping unit, used by Microsoft
to represent a USL for an Online Service.
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z. "SKU Transition" means the process pursuant to which Microsoft makes changes to its
volume licensing databases and systems, in order to enable Enrolled Affiliate's Reseller to
order G SKUs. For clarity, SKU Transition includes and requires, but is not limited to, the
parties' execution of this Amendment (including but not limited to the terms and conditions
of Appendix B, "SKU Transition Provisions") and Microsoft's receipt of the Replacement
Order.
aa. "SKU Transition Period" means the temporary period, which commences upon
Microsoft's processing of the Replacement Order and ceases upon a date to be determined
by Microsoft in its sole discretion, during which Enrolled Affiliate will see (in the Tenant
Administration Console) duplicate licenses. For clarity:
• During the first phase of SKU Transition, Enrolled Affiliate will see duplicate
licenses in its Tenant Administration Console corresponding to both (i) Equivalent
E SKUs ordered under the Original Order and (ii) Temporary G Licenses.
• During the second phase of SKU Transition, Enrolled Affiliate will see duplicate
licenses in its Tenant Administration Console corresponding to both (i) Temporary
G Licenses; and (ii) the Equivalent G SKUs.
After the SKU Transition Period ends, Enrolled Affiliate will see, in its Tenant
Administration Console, only those Licenses ordered under the Replacement
Enrollment Number.
bb. "SLA," when used in this Amendment, subject to the terms and conditions of section 3,
below, means the version of Service Level Agreement(s) (as originally defined in the
Enterprise Agreement) that apply to each of Enrolled Affiliate's subscriptions for Online
Services, during the current term of the Enrollment.
cc. "Subsequent Order" means, following the Migration, each purchase order for G SKUs
and GCC -Compatible Services SKUs placed under the Replacement Enrollment Number,
each in accordance with the terms and conditions of Appendix B, below.
dd. "Temporary G Licenses" means the set of licenses which will temporarily be provisioned
on the Tenant, as part of the process described in Section 2 (Step 3), below.
ee. "Tenant" means the environment established by Microsoft on its multi -tenant servers,
containing Enrolled Affiliate's Customer Data logically separated from that of other
customers, from which Online Services are hosted for Enrolled Affiliate's Enterprise. More
information may be found in applicable Services Descriptions such as the one listed below
or or any successor site Microsoft identifies as such (e.g. http://technet.microsoft.com/en-
us/library/office-365-service-descriptions.aspx).
ff. "Tenant Administrator" means any licensed user of a Tenant that has their role set to
either "Global Administrator" or "Billing Administrator" in their profile settings in the Tenant
User Administration page of the Office 365 tenant portal in the Tenant Administrator
Console.
gg. "Tenant Administrator Console" means the web -based administrative control application
from which Enrolled Affiliate's Tenant are managed by one or more Tenant Administrators
appointed by Enrolled Affiliate.
hh. "Use Rights" means, with respect to any licensing program, the use rights or terms of
service for each Product and version published for that licensing program at the Volume
Licensing Site. The Use Rights supersede the terms of any end user license agreement
(on-screen or otherwise) that accompanies a Product. The Use Rights for Software are
published by Microsoft in the Product Use Rights. The Use Rights for Online Services are
published in the Online Services Terms.
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"USL" means a User Subscription License for an Online Service. This may alternatively
be referred to as "User SL" in some Microsoft contract documents.
jj. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a
successor site.
2. SKU Transition and Migration.
The parties acknowledge and agree to follow the steps below in this Section 2, in numerical order
as listed below, to complete SKU Transition (which is a prerequisite for Migration of Movable GCC
Services from E Servers to G Servers). This Section 2 is not intended to be a technical manual for
Online Services, nor a complete reference for provisioning procedures.
Step 1 — Preparation (to be completed before execution of this Amendment).
Microsoft and Enrolled Affiliate will each appoint a Coordinator, and the Coordinators
will meet initially to discuss the technical requirements for Enrolled Affiliate's
Migration.
Microsoft's Coordinator will:
1. Inform Enrolled Affiliate's Coordinator of which (if any) GCC -Incompatible and
Non -Movable GCC Services are in use on the Tenant. These must be terminated
or usage must be ceased before SKU Transition commences, pursuant to Step 2,
below, and Customer Data will be deleted from such services.
2. Present Enrolled Affiliate's Coordinator with a list of tasks (the "Task List") which
must be completed by Microsoft and Enrolled Affiliate prior to and during the SKU
Transition Period. Enrolled Affiliate agrees to work in good faith to expedite
completion of all such tasks. Such Tasks will include, but not be limited to:
a. The requirement to execute this Amendment in advance of both the License
Reassignment Date and the Migration Period, with sufficient time for
Microsoft to process the Replacement Order before the License
Reassignment Date;
b. The requirement to terminate or cease usage of GCC -Incompatible Services
and Non -Movable GCC Services (Microsoft will not complete SKU Transition,
and will not perform Migration, until such services are terminated); and
c. The procedures described in Steps 2 and 3.
The Coordinators shall work in good faith to schedule the License Reassignment
Date which best accommodates both parties. The License Reassignment Date
should be scheduled at least two (2) weeks following Enrolled Affiliate's anticipated
execution and submission to its Reseller of this Amendment, in order to allow
sufficient time for the Reseller to route it to Microsoft for processing prior to the
reassignment.
Step 2 — Initial Amendment Execution and Processing.
After completion of Step 1, above, Enrolled Affiliate shall (a) execute and submit this
Amendment to its Reseller, and (b) authorize Reseller to submit the Replacement
Order.
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Representation. By executing this Amendment, Enrolled Affiliate represents that all
pre -SKU Transition tasks assigned by Microsoft's Coordinator have been completed
(or will be completed by the License Reassignment Date), and that the License
Reassignment Date has been set no fewer than two weeks following the date it
executed and submitted this Amendment to its Reseller, as set forth above in Step 1.
Activation Email. The Replacement Order will be processed by Microsoft upon
execution of this Amendment. Enrolled Affiliate's Online Services Manager (identified
below in the table titled "Replacement Enrollment Number Information") will thereafter
receive an "activation email" instructing him or her to "sign in" or "sign up." Enrolled
Affiliate must instruct the Online Services Manager not to sign in or sign up,
until later provided with instructions by Microsoft to do so.
Unexpected delay. The parties agree that if either (a) the Reseller is unable to
submit this executed Amendment (and Replacement Order) to Microsoft at least one
week prior to the scheduled License Reassignment Date, or (b) all pre -SKU
Transition tasks on the Task List have not been completed prior to the License
Reassignment Date, the License Reassignment Date will be rescheduled for a later,
mutually -convenient date and time (to be determined reasonably by the
Coordinators).
Step 3 — SKU Transition and Migration.
Provided that all pre -SKU Transition tasks identified by Microsoft's Coordinator have
been completed, and that this Amendment and Replacement Order have been
submitted timely to Microsoft as set forth above and in Appendix B, the following shall
apply:
• Prior to License Reassignment Date, Microsoft's Coordinator will provide
Enrolled Affiliate with instructions (and Enrolled Affiliate shall follow such
instructions) to provision the Temporary G Licenses.
• On License Reassignment Date, Enrolled Affiliate shall run a PowerShell
script (to be provided by Microsoft) to reassign all licensed users from
Equivalent E SKUs to their corresponding Temporary G Licenses.
• Enrolled Affiliate will follow Microsoft's instruction to terminate or cease usage
of Equivalent E SKUs.
Migration, as defined above, shall commence on any date and time Microsoft
chooses after the parties' execution of this Amendment, and will be provided at no
additional cost to Enrolled Affiliate. The Migration Period will be defined by Microsoft,
in its sole discretion. For each Movable GCC Service to be migrated, Enrolled
Affiliate will be notified by the E to G coordination team following the completion of
each such move.
Any additional professional services Enrolled Affiliate may elect (e.g. reconfiguration
of Enrolled Affiliate's on -premises Active Directory, if desired) are not included in the
scope of this Amendment and must be contracted separately (and paid) by Enrolled
Affiliate with Microsoft Consulting Services or a qualified 3rd party vendor of Enrolled
Affiliate's choice. Microsoft does not anticipate that such additional professional
services will be needed prior to Migration.
Step 4 — Ordering and Licensing requirements following SKU Transition.
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The parties agree that the terms and conditions of Appendix B shall apply when
ordering Online Services following the SKU Transition.
3. Considerations for agreement terms and conditions, including SLA
For Enrolled Affiliate's use of GCC Services and GCC -Compatible Services, the Service Level
Agreement and Online Services Terms originally applicable to its Non -GCC Services shall be
superseded by the then -current SLA and OST for the remaining period of the new
subscription term.
Notwithstanding anything to the contrary in the SLA, Enrolled Affiliate agrees that SharePoint
Read -Only Period (as defined above) shall constitute Scheduled Downtime (as defined in the
SLA) and shall therefore not be eligible for a Service Credit.
4. Disclaimer of Liability.
Enrolled Affiliate acknowledges that Microsoft's Coordinator has confirmed which services are
GCC -Incompatible Services and Non -Movable GCC Services.
Enrolled Affiliate will not hold Microsoft liable for any damages related to its inability to migrate
Customer Data for Non -Movable GCC Services and GCC -Incompatible Services from the E
Servers to the G Servers.
5. Yammer Enterprise
Yammer Enterprise is provided at no cost with certain Equivalent E SKUs for Office 365 for
Enterprise, but not with the corresponding Equivalent G SKUs for Office 365 for Government.
Yammer Enterprise cannot be provided from G Servers.
If Enrolled Affiliate relied before Migration upon its applicable Licenses for Office 365 for
Enterprise in order to use Yammer Enterprise at no cost, or otherwise wishes to license
Yammer Enterprise following SKU Transition, then upon Enrolled Affiliate's request (hereafter,
the "Yammer Inclusion Request"), the following terms and conditions shall apply.-
(i)
pply:(i) Microsoft will include Yammer Enterprise with the Replacement Order in Appendix B,
in the originally -entitled quantity, in order to continue Enrolled Affiliate's use of
Yammer Enterprise; and
(ii) The additional Yammer Enterprise Terms and Conditions in Appendix C to this
Amendment shall apply.
ENROLLED AFFILIATE'S FAILURE TO SUBMIT THE YAMMER INCLUSION
REQUEST MAY RESULT IN TERMINATION OF THE YAMMER ENTERPRISE
SERVICE, IN WHICH CASE MICROSOFT SHALL NOT BE LIABLE FOR THE LOSS
OF CUSTOMER DATA IN THE YAMMER ENTERPRISE SERVICE.
6. Dynamics 365 -Branded Services
Solely in the event Enrolled Affiliate's SKU Transition includes Dynamics 365 -Branded
Services in its Replacement Order shown in Appendix B, the additional terms and conditions
in Appendix D shall apply.
7. Government Community Cloud Provisions
This Section 6 (and Appendix A) shall not apply to Enrolled Affiliate, in the event that the
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Appendix A — US Government Community Cloud Amendment (ID M306)
In addition to the definitions and terms and conditions set forth above, the parties agree that the
Enrollment is amended as follows:
1. Section 1 ("Definitions") of the Enrollment is hereby amended by adding the following:
"Azure Government Services" means one or more of the services or features Microsoft makes
available to Enrolled Affiliate under this Enrollment and identified at
http://azure.microsoft.com/en-us/regions/#services, which are Government Community Cloud
Services.
"Community" means the community consisting of one or more of the following: (1) a
Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to
provide solutions to a Government or a qualified member of the Community, or (3) a Customer
with Customer Data that is subject to Government regulations for which Customer determines
and Microsoft agrees that the use of Government Community Cloud Services is appropriate to
meet Customer's regulatory requirements. Membership in the Community is ultimately at
Microsoft's discretion, which may vary by Government Community Cloud Service.
"Federal Agency" means a bureau, office, agency, department or other entity of the United
States Government.
"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its
governmental capacity.
"State/Local Entity" means (1) any agency of a state or local government in the United States,
or (2) any United States county, borough, commonwealth, city, municipality, town, township,
special purpose district, or other similar type of governmental instrumentality established by the
laws of Customer's state and located within Customer's state's jurisdiction and geographic
boundaries.
"Tribal Entity" means a federally -recognized tribal entity performing tribal governmental
functions and eligible for funding and services from the U.S. Department of Interior by virtue of
its status as an Indian tribe.
"Use Rights," means, with respect to any licensing program, the use rights or terms of service
for each Product and version published for that licensing program at the Volume Licensing Site.
The Use Rights supersede the terms of any end user license agreement (on-screen or
otherwise) that accompanies a Product. The Use Rights for Software are published by Microsoft
in the Product Use Rights. The Use Rights for Online Services are published in the Online
Services Terms.
"Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor
site.
2. The following sentence is added to the end of Section 6(d) of the Enrollment ("Termination for
cause") :
In addition, it shall be a breach of this Enrollment if non-government Enrolled Affiliate or any
Affiliate in its Enterprise fails to meet and maintain the conditions of membership in the definition
of Community.
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3. The following new Section 7 is hereby added to the Enrollment:
7. Government Community Cloud
a. Community requirements. Enrolled Affiliate certifies that it is a member of the
Community and agrees to use Government Community Cloud Services solely in its
capacity as a member of the Community and, for eligible Government Community
Cloud Services, for the benefit of end users that are members of the Community. Use
of Government Community Cloud Services by an entity that is not a member of the
Community or to provide services to non -Community members is strictly prohibited and
could result in termination of Enrolled Affiliate's license(s) for Government Community
Cloud Services. The phrase "or to provide services to non -Community members" is
not intended to restrict a governmental entity from using Government Community Cloud
Services in connection with the provision of governmental services to citizens. Enrolled
Affiliate acknowledges that only Community members may use Government
Community Cloud Services.
b. All terms and conditions applicable to non -Government Community Cloud Services
also apply to their corresponding Government Community Cloud Services, except as
otherwise noted in the Use Rights and this Amendment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and
corresponding non -Government Community Cloud Services in the same domain.
d. Use Rights for Government Community Cloud Services. For Government
Community Cloud Services, notwithstanding anything to the contrary in the Use
Rights:
(i) Government Community Cloud Services will be offered only within the
United States.
(ii) Additional European Terms, as set forth in the Use Rights, will not apply.
(iii) References to geographic areas in the Use Rights with respect to the
location of Customer Data at rest, as set forth in the Use Rights, refer only to
the United States.
e. Notwithstanding the Data Processing Terms section of the Online Services Terms,
Azure Government Services are not subject to the same control standards and
frameworks as the Microsoft Azure Movable GCC Services. The Microsoft Azure Trust
Center describes the control standards and frameworks with which Azure Government
Services comply.
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Appendix B — SKU Transition and Subsequent Order Provisions
The parties agree that the following terms and conditions shall apply.
1. Replacement Order, Subsequent Orders, and applied credits.
a. Replacement Order. Concurrent with the parties' execution of this Amendment, the $0
Replacement Order will be processed under the Replacement Enrollment Number, which
such number will be assigned by Microsoft and noted in Section 4, below. For each
Equivalent E SKU contained in the Original Orders, the Replacement Order must contain an
equal quantity of Equivalent G SKUs.
For example, if the Original Orders, in aggregate, contain quantity 400 USL for Office 365 for
Enterprise Plan E3 (and no other Office 365 USLs), then the Replacement Order must
contain quantity 400 of Office 365 for Government Plan G3.
The Replacement Order will cover the usage period which (i) begins upon the effective date
of each applicable Reseller purchase order, and (ii) ends upon the expiration of the current
term of the Enrollment.
b. Subsequent Orders. Following the processing of the Replacement Order, all Subsequent
Orders for Online Services must be placed by Reseller using the Replacement Enrollment
Number. As an exception to the preceding sentence, if Enrolled Affiliate has previously
purchased Microsoft Azure Services under the Lead Enrollment Number using Azure
Monetary Commitment SKUs, any subsequent orders for such Microsoft Azure Services (and
related services managed under the same Azure portal) shall be placed on the Lead
Enrollment Number.
The parties acknowledge and agree that Microsoft's price protection for SKUs previously
ordered on the Enrollment, during the remainder of the current Enrollment term, shall apply to
Equivalent G SKU Subsequent Orders under the Replacement Enrollment Number. For
clarity, "price protection" means Microsoft commitment to invoice the Reseller for Subsequent
Orders of Online Services SKUs, once each SKU is initially ordered, based upon the
originally -applicable confidential monthly per -user net price. Enrolled Affiliate's actual price
will be determined by separate agreement between Enrolled Affiliate and Reseller.
c. Applied credit. In determining Reseller's $0 net cost for the Replacement Order, Microsoft
has applied a credit toward all quantities of Equivalent G SKUs, based upon the overlapping
(both pre -paid and to -be -paid) paid subscription coverage of the corresponding Equivalent E
SKUs on the Original Orders.
i. Because the per-unit costs of Office 365 for Enterprise SKUs and their
corresponding Equivalent G SKUs are intended to be the same, the
Reseller's cost for the Replacement Order will therefore be $0. Such credit
will not be applied to Subsequent Orders.
d. Compliance with ethics laws. The Replacement Order (including the Placeholder SKU
Order, if applicable) is required solely for purposes related to Microsoft's internal operations,
in order to enable orders for G SKUs Services to be provisioned on the G Servers after the
Migration. It is not intended as a gift, nor provided for non-government or personal use by
government employees. It is the intent of Microsoft that the terms of this Amendment, and the
$0 Replacement Order, be in compliance with all applicable federal, state and local laws and
regulations. By executing this Amendment, Enrolled Affiliate represents that it has reviewed
this provision with the responsible ethics officer, attorney, or executive officer responsible for
compliance with Enrolled Affiliate gifting/ethic policies.
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e. Continuation of payments for Original Orders. In recognition of the credits applied by
Microsoft toward the Reseller's cost for the Replacement Order, Enrolled Affiliate hereby
agrees that:
(ii) It will continue to make payments to Reseller for all Original Orders (including Equivalent
E SKUs on such orders), including future annual payments (if any) scheduled for such
orders: and
(iii) Other than as set forth herein, it will not be entitled to any other credits or refunds for
amounts paid and payable pursuant to the Original Orders and/or Subsequent Orders.
f. Replacement License Reservations.
In the event Enrolled Affiliate, as of the date this Amendment is processed, has active License
Reservations on the Lead Enrollment Number for one or more Online Services, then such
License Reservations will be replicated (substituting Equivalent G SKUs for corresponding
Equivalent E SKUs) on the Replacement Enrollment Number, upon execution of this
Amendment.
Subject to the SKU substitution referenced in the preceding paragraph, the table in Section 5
of this Appendix B, below, has been prepared by Microsoft, and shows all Licenses (if any)
that Enrolled Affiliate has reserved (but not yet submitted True -Up orders for) as of the date
Microsoft provided this Amendment to Enrolled Affiliate (collectively, "Replacement License
Reservation."
Enrolled Affiliate must notify Microsoft in the event any new License Reservations are
placed on the Lead Enrollment Number between the date Microsoft prepared this
Amendment and the date Enrolled Affiliate executes and submits this Amendment to
its reseller. Additionally, if Enrolled Affiliate submits its True -Up orders for any previously
reserved Licenses shown in Section 5, below, prior to its execution of this Amendment,
Enrolled Affiliate must notify Microsoft of this fact. Microsoft will then update the Replacement
License Reservations accordingly, to add or remove Licenses from the table in Section 5,
prior to the parties' execution of this Amendment. Before executing this Amendment, Enrolled
Affiliate shall be responsible for ensuring that all originally reserved Licenses are included for
in the Replacement License Reservation, in order to ensure sufficient Licenses are available
in the Tenant following SKU Transition.
Enrolled Affiliate agrees that all True -Up order requirements applicable to Licenses reserved
under the Lead Enrollment Number shall apply instead to the Licenses reserved for the
Replacement Enrollment Number pursuant to the Replacement License Reservation.
Provided that Enrolled Affiliate complies with this requirement, it shall not be required to
submit a true up order for the originally -reserved Licenses on the Lead Enrollment Number.
License Entitlements during SKU Transition Period. Enrolled Affiliate acknowledges that,
until SKU Transition is complete, it will see both its old and new License quantities in its
Tenant Administrator Console, notwithstanding the following sentence, as described in the
definition of "SKU Transition," above in this Amendment. During the SKU Transition Period,
Enrolled Affiliate shall only be entitled to deploy a number of user accounts, for any given
Online Service, that is equal to the number of Licenses for such service on the Replacement
Order.
h. SLA Credits associated with the Replacement Order. For purposes of calculating Service
Level Agreement credits (if any) due to Enrolled Affiliate following the parties' execution of this
SKU Transition Amendment, the monthly prices applicable to the Original Orders shall be
applied, in lieu of the $0 price paid for the credited Replacement Order.
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2. Replacement Enrollment Number terms.
a. Microsoft will create anew PCN for the Replacement Enrollment Number.
b. The individual identified in Section 4 as Online Services Manager for the
Replacement Enrollment Number must NOT be listed (as identified by email address)
as a "Global Administrator" or "Billing Administrator" in the Tenant Administrator
Console. If the Online Services Manager receives an activation email with
instructions either to "Sign In" to an existing Tenant or "Sign Up" for a new Tenant,
they should NOT take any action until instructed by Microsoft's Coordinator to sign
in, and which time they should sign in using their administrative credentials.
c. Notwithstanding that the Replacement Enrollment Number will appear as if it represents a
separate Enrollment in Microsoft's Volume Licensing Servicing Center ("VLSC"), it shall
remain associated with the original Enrollment amended hereby. Enrolled Affiliate
acknowledges and agrees that it is the sole Enrolled Affiliate, and sole Licensee, with
respect to all Licenses purchased under the Replacement Enrollment Number and will be
solely responsible for compliance with all terms and conditions of the Enrollment.
d. The effective date, term, anniversary dates and payment dates for the Replacement
Enrollment Number shall coincide with those of the Lead Enrollment Number identified
above.
e. Following the Migration:
i. All Online Services Product Licenses shall be ordered on the Replacement Enrollment
Number in accordance with Section 1 of this Appendix B, above; and
ii. All on -premises software Product Licenses must be purchased under the Lead
Enrollment Number, including but not limited to Enterprise Products, Bridge CALs (if
applicable) and on -premises Additional Products.
f. Except as modified or supplemented by the terms and conditions of this Amendment, all
terms and conditions applicable to true -up orders for Online Services represented by
Equivalent E SKUs under the Enrollment shall be deemed to apply to true -up orders for the
corresponding Equivalent G SKUs under the Replacement Enrollment Number, and such
orders must comply with the requirements set forth in the Enrollment under the Section
titled "Order Requirements."
g. The Replacement Enrollment Number must be managed separately from the Lead
Enrollment Number in VLSC (or a successor site) by the individual whose name and contact
information is identified in Section 4, or by other individuals to whom that individual may
delegate such management responsibilities.
h. Enrolled Affiliate acknowledges and agrees that free media (e.g., CD/DVD-ROM) kits will
not be shipped pursuant to the Replacement Enrollment Number. Physical media
shipments may only be ordered by the Enrolled Affiliate under the Lead Enrollment.
i. Enrollment acceptance and order reminders will be sent to contact(s) identified for the
Lead Enrollment Number only.
3. Common Enrollment information for Replacement Enrollment
Number and PCN based upon Lead Enrollment Number.
The following information will be applied to both Lead Enrollment Number and Replacement
Enrollment Number (and their associated PCNs) based upon the information provided for the
Lead Enrollment Number, as well as any change requested to such information. Changes to
individual the Replacement Enrollment Number for these details will not be allowed.
a. Primary Contact. For purposes of delineating enrollments, the Replacement Enrollment
will be delineated from the Lead Enrollment uniquely in the Enrollment details to be
displayed on VLSC with the following format "Tenant -Lead Enrollment Number -Tenant
Affiliate Entity Name". This entity name must be provided in Section 4 for this Amendment
under Tenant Affiliate Entity Name. The individual contact identified as Primary contact will
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be the same individual with the same physical address across both Replacement
Enrollment Number and Lead Enrollment Number.
b. Notices Contact and Online Administrator
c. Microsoft Account Manager
d. Media Delivery Address
e. Billing contact and Software Advisor/Reseller information
f. Financing and Tax Elections as provided in the Lead Enrollment
Replacement Enrollment Number Information.
MUST BE PREVIOUSLY ASSOCIATED AS GLOBAL
ADMINISTRATOR OR BILLING ADMINISTRATOR FOR TENANT
BEING MIGRATED
Replacement Reseller's
Enrollment Purchase Tenant
Profile Order Number Online
Number Affiliate Entity
ID for Details
(Microsoft to Replacement Name
Order
Contact name:
First: Michael Last: Ingwell
Contact email address:
mingwell@cityofukiah.com
Street address: 411 West Clay
Street
City: Ukiah
State/Province: CA
City of City of Ukiah Postal code: 95482-7301
Ukiah Gov Tenant (For U.S. addresses, please provide the
GCC zip + 4, e.g. xxxxx-xxxx)
Country: United States
Phone: 707-436-6209 Fax:
Is this contact a third party (not
Enrolled Affiliate)?
❑ YES ® NO
Warning: This contact receives
personally identifiable information of
the Customer and its Affiliates.
Remainder of page intentionally left blank.
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4. Replacement Order
The following information in this section 4, when completed by both Microsoft and Reseller,
constitutes Reseller's purchase order constituting the Replacement Order. Microsoft will
invoice Enrolled Affiliate's Reseller for all applicable SKUs at $0. Reseller must sign where
indicated below.
SKUs to be ordered (Microsoft to complete):
Product Description
Replacement Order Details
License
Purchase Order
Quantity*
ProjOnlnProfGOVFromSA ShrdSvr ALNG
Number
Price for all
Usage Date
Coverage Period
SKUs in order
9K3-00002
End Date
(Reseller to complete)
0365GovE3fromSA ShrdSvr ALNG SubsVL
AAA -11924
$0.00
Upon execution of
Same as Lead
0365GovE3 ShrdSvr ALNG SubsVL MVL
this Amendment
Enrollment
SKUs to be ordered (Microsoft to complete):
Product Description
Part Number
License
Quantity*
ProjOnlnProfGOVFromSA ShrdSvr ALNG
7E7-00001
7
SubsVL MVL PerUsr
VisioOnlnP2FromSA ShrdSvr ALNG SubsVL
9K3-00002
6
MVL PerUsr
0365GovE3fromSA ShrdSvr ALNG SubsVL
AAA -11924
235
MVL PerUsr
0365GovE3 ShrdSvr ALNG SubsVL MVL
AAA -11894
40
PerUsr
*The quantity in the above list represents the sum of Products that were previously invoiced
under the Lead Enrollment plus License Reservations that will be reconciled under the Lead
Enrollment when the next true -up order is due.
Reseller signature
Name (printed)
Date
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Appendix C — Yammer Enterprise Terms and Conditions
Solely in the event that Enrolled Affiliate includes Yammer Enterprise in its Replacement Order shown
in Appendix B, the following additional terms and conditions shall apply:
1. Defined terms.
"Yammer Enterprise" means the multi -tenant service offering, Yammer Enterprise, as described
in the Product Terms.
2. Additional Rights to Yammer Enterprise
Enrolled Affiliate has, in its Replacement Order, purchased user subscription licenses ("USLs")
under the Enrollment for at least one of the following Office 365 for Government offerings
("Qualifying Office 365-G Suites").
• Office 365 Government E1 (formerly G1)
• Office 365 Government E3 (formerly G3)
• Office 365 Government E4 (formerly G4)
• Office 365 Government E5 (formerly G5)
Following its execution of this Amendment, each of Enrolled Affiliate's users assigned to a USL for a
Qualifying Office 365-G Suite is entitled to use Yammer Enterprise for the duration of the USL
subscription term, at no additional cost, subject to the terms and conditions of this Appendix C. Enrolled
Affiliate may also purchase Yammer Enterprise USLs from its Reseller, for its other users who are not
licenses for a Qualifying Office 365-G Suite, by ordering additional Yammer Enterprise USLs at the
then -current price for such USLs. Enrolled Affiliate may not assign any Yammer Enterprise USLs
provided at no additional cost under these Appendix C terms and conditions to any users that are not
assigned to a Qualifying Office 365-G Suite.
Microsoft's provision of Yammer Enterprise under the Enrollment will be subject solely to the terms of
the Enrollment, Agreement, Online Services Terms and Product Terms that are applicable to Yammer
Enterprise, except as otherwise provided in this Appendix C.
Yammer Enterprise is provided in a "public cloud," not in a "community cloud," as such terms are defined
in NIST Special Publication 800-145. It is not a Government Community Cloud Service, and is neither
part of, nor a component of, Office 365 for Government.
In the event Microsoft integrates Yammer Enterprise features or functionality into any Office 365 for
Government Online Service, Microsoft makes no representation or warranty that Enrolled Affiliate will
be able to migrate its Customer Data from Yammer Enterprise to Office 365 for Government, nor that
any such migration (if possible) will be performed by Microsoft at no cost.
In order to provide Yammer Enterprise to eligible users of Qualifying Office 365-G Suites at no additional
cost as set forth above, Microsoft will invoice Enrolled Affiliate's Reseller for the applicable SKU at $0,
for a quantity of Yammer Enterprise not to exceed, in aggregate, the total number of Licenses Enrolled
Affiliate has purchased for Office 365-G Suites. Enrolled Affiliate may be required to issue a purchase
order to its Reseller for this.
In the event Enrolled Affiliate adds more USLs for Qualifying Office 365-G Suites to its Enterprise during
the remainder of the Enrollment's term, it may request additional Yammer Enterprise USLs for the users
of such Suite USLs but will not be entitled to any credit or refund for amounts paid for Yammer
Enterprise USLs for any such users before they became licensed for Qualifying Office 365-G Suites.
Such addition may require Enrolled Affiliate to execute an additional amendment, which will be
consistent with the terms and conditions of this Appendix C.
It is the intent of Microsoft that the terms of this amendment and the provision of Yammer Enterprise at
$0 (for the limited purpose set forth above) be in compliance with all applicable federal, state and local
laws and regulations. All Products are provided under this Appendix C for the sole use and benefit of
Enrolled Affiliate for its government functions only and are not provided for use by or personal benefit
of any government employees.
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This Appendix C shall automatically terminate upon any termination or expiration of the Enrollment.
In addition, Microsoft shall have the right to immediately terminate these Appendix C terms and
conditions in the event Customer breaches any obligation herein.
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Appendix D — Additional Terms for Migration of Dynamics 365 -Branded
Services
The following additional terms and conditions shall apply to the Migration of Dynamics 365 -Branded
Services:
a. The following definition is hereby added for purposes of this Amendment.
"Dynamics 365 Government" means the Microsoft Dynamics 365 -Branded services provisioned
in multi -tenant data centers for exclusive use by or for the Community (as defined in Appendix
A, above), excluding (1) Microsoft Dynamics 365 for supported devices, which includes but is
not limited to Microsoft Dynamics 365 Online services for tablets and/or smartphones; and (2)
all separately -branded services made independently available with Dynamics 365 -Branded
Services. Separately -branded services that may be made available with or in addition to
Dynamics 365 Government are not offered for the exclusive use of the Community. In addition
to the Security Policy referred to in the Use Rights, Technical and configuration information
about Dynamics 365 Government is available in the service documentation located at
http://qo.microsoft.com/fwlink/?LinklD=523874, or a successor location as communicated by
Microsoft.
"External Information System" means an information system or component of an information
system that is outside the Government Community Cloud Services Dynamics 365 Government
and for which Microsoft has no direct control over the application of required security controls
or the assessment of security control effectiveness or is subject to security control standards
different from those applied to Dynamics 365 Government.
b. Enrolled Affiliate acknowledges that
(i) as of the effective date of the Enrollment, it is licensing a subscription for one or more
Dynamics 365 -Branded Services that are not Government Community Cloud Services
("Commercial Dynamics 365 Services"), which entail multiple online services
instance(s) and User Subscription Licenses (USL);
(ii) it has requested Microsoft to assist Enrolled Affiliate in migrating Customer Data from
the Commercial Dynamics 365 Services to their corresponding Dynamics 365
Government, including but not limited to instance(s) and USLs;
(iii) its decision to migrate Customer Data to or license Dynamics 365 Government is
voluntary, subject to the following provisions. Enrolled Affiliate is free to remain on its
current Microsoft Dynamics 365 subscription for the rest of its term if it chooses not to
execute this Amendment.
(iv) it has requested Microsoft to maintain the current functionality offered by the existing
Dynamics 365 -Branded Services and the interconnections to External Information
Systems that provide such functionality; notwithstanding the foregoing, Customer
acknowledges that technical variations could be experienced as a result of the
migration to Dynamics 365 Government, this includes but it is not limited to a new
Uniform Resource Locator (URL);
(v) if Enrolled Affiliate requests Microsoft to enable interconnections to External
Information Systems on behalf of the Enrolled Affiliate, Microsoft will not be obliged to
configure the interconnections and will require Enrolled Affiliate to set the
configurations, including authentication parameters, necessary to enable said
interconnection; for clarification purposes only, interconnections set to External
Information Systems could allow Customer Data to be exported and shared with
External Information Systems subject to separate privacy statements and licensing
terms, Enrolled Affiliate hereby declares that it has reviewed and consented to enable
all interconnections that could export Customer Data to External Information Systems,
which Enrolled Affiliate requests Microsoft to configure on its behalf;
(vi) unforeseeable technical obstacles could prevent Microsoft from conducting a migration
of Customer Data to Dynamics 365 Government; and
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(vii) it will diligently respond to Microsoft upon any inquiry or request associated with the
migration to Dynamics 365 Government and provide reasonable assistance necessary
to resolve any technical issues that Microsoft or Enrolled Affiliate may encounter while
conducting the migration aforementioned.
c. The parties agree that Microsoft will provide reasonable commercial assistance to Enrolled
Affiliate to migrate Customer Data to a new Dynamics 365 Government instance, allowing
Enrolled Affiliate to maintain interconnections to the External Information Systems listed in this
Amendment. Microsoft further disclaims to Enrolled Affiliate that as a consequence of a
migration of Customer Data to Dynamics 365 Government, the following events could be
experienced by the Enrolled Affiliate:
(i) Subject to the terms and conditions of Section 1 of Appendix B,
1) Per -License subscription fees for additional quantities of Dynamics 365
Government SKUs included on the Replacement Order will remain equal during
the current Enrollment terms to the prices quoted for each of their corresponding
Commercial Dynamics 365 Services, respectively, but it may increase following
expiration of the current term of the Enrollment; and
2) Per -License subscription Fees for any Dynamics 365 Government SKUs ordered
for the first time after SKU Transition may be higher than their corresponding
Commercial Dynamics 365 Services;
(ii) Subject to the terms and conditions in Section 2 of the Amendment (SKU Transition
and Migration), "Service offerings and USLs may not map directly to Enrolled Affiliate's
current service or subscription plans; Microsoft may offer Enrolled Affiliate a service
offering or USLs that best resemble its current plan for its Commercial Dynamics 365
Services;
(iii) Enrolled Affiliate may not be able to access Customer Data stored in Dynamics 365
Government until its corresponding passwords to encryption keys are entered; and
(iv) the information contained in this Amendment is not an exhaustive list of events Enrolled
Affiliate may experience when transitioning to Dynamics 365 Government.
d. As a condition precedent to completing the aforementioned SKU Transition and migration of
Customer Data to Dynamics 365 Government, Enrolled Affiliate agrees to execute the actions
listed below. Failure to timely complete the actions described below will excuse Microsoft from
completing the migration:
(i) Enrolled Affiliate will create new credentials or re -assign USLs to authenticate access
to Dynamics 365 Government; and
(ii) Enrolled Affiliate will confirm configuration of external hyperlinks, web -services,
software or command -shortcuts.
e. Enrolled Affiliate agrees and acknowledges that as Microsoft exerts reasonable commercial
efforts to enable interconnections to External Information Systems on behalf of Enrolled
Affiliate's behalf, Enrolled Affiliate hereby consents to establish interconnections to and to share
Customer Data with the External Information Systems listed in this Appendix.
f. The following table lists the External Information Systems, including non -Microsoft software (if
any), that Enrolled Affiliate instructs Microsoft to enable on its behalf in Dynamics 365
Government. Microsoft disclaims any obligation to assist in the migration of any other External
Information System not disclosed in this Amendment.
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External . .
Systems Information
Bing Maps Enabling access to Bing Maps from within Dynamics 365 Government instance to enable
graphical representations of street addresses. Street Address information could be shared with
Bing Maps.
Email Configuration
Mailbox configuration settings for processing incoming/outgoing email in Dynamics 365
Government. Configuration data could be shared with an external mailbox processing service.
Yammer Configuration
Yammer is a separate service that provides users one place to have conversations, create and
edit documents, and share information. Configuration settings, end user information and content
stored in Dynamics 365 Government could be shared with Yammer.
Microsoft Social
Microsoft Social Engagement (MSE) collects data from social media websites and presents it to
Engagement
Enrolled Affiliate in easy -to -consume charts and graphs that can be used to spot emerging
Configuration
trends. Configuration information or End User Identifiable Information stored in Dynamics 365
Government could be shared with MSE.
Microsoft Dynamics
Separately licensed application that establishes a connection to an email system (e.g.
365 Email Router
Exchange, POP3, SMTP) for purposes of processing incoming or outgoing email in Microsoft
Dynamics 365 Government.
Voice of the Customer
Voice of the Customer (VoC) is a rule-based, multi -channel enterprise feedback management
feature that adds out-of-the-box survey functionality to Dynamics 365 -Branded Services.
Configuration settings, end user information and content stored in Dynamics 365 Government
could be shared with VoC.
Dynamics CRM Mobile
Dynamics 365 Mobile Offline (Mobile Offline) enables users to access content from their mobile
Offline
applications while working offline via automatic synchronization of local changes to the
Dynamics 365 -Branded Services. Configuration settings, end user information and content
stored in Dynamics 365 Government could be shared with Mobile Offline.
Next Generation
Next Generation Search (Search) matches words in the search box across enabled entities for
Search
a multi -entity quick -find experience. Configuration settings, end user information and content
stored in D namics 365 Government could be shared with Search.
Other External
Customizations installed in Dynamics 365 Government may allow Enrolled Affiliate to make calls
Information Systems
to External Information Systems and share Customer Data with third parties. To the extent that
Using Non -Microsoft
Enrolled Affiliate requests Microsoft to configure these customizations on its behalf, Enrolled
Software Installed in
Affiliate hereby provides consent to enable the corresponding interconnection established with
Dynamics 365
the External Information System for purposes of sharing and processing Customer Data. This
section applies to all potential customizations that could be installed in the existing Commercial
Dynamics 365 instance which the Enrolled Affiliate requests Microsoft to migrate to Dynamics
365 Government.
Except for changes made by this Amendment, the Enrollment or Agreement identified above remains
unchanged and in full force and effect. If there is any conflict between any provision in this Amendment
and any provision in the Enrollment or Agreement identified above, this Amendment shall control.
This Amendment must be attached to a signature form to be valid.
Microsoft Internal Use On
of Ukiah E2G Amendment 2.15.docx I CTM I CTM -CTC -ENR I BD
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