P50132_-_IO PHOENIX ONE SIGNED.PDF
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Docusign Envelope ID: DAC97A70-9938-4E74-A42A-73978A8B375C
Amendment 00034940.0
Customer: MARICOPA COUNTY LIBRARY DISTRICT
J Data Center: AZP-1
This Amendment (this "Amendment") is effective as of the date of full execution of this Amendment
between MARICOPA COUNTY LIBRARY DISTRICT ("Customer") and IRON MOUNTAIN DATA
CENTERS, LLC, the successor in interest to 10 PHOENIX ONE, LLC ("Iron Mountain"). Customer and
Iron Mountain entered into that certain License and Master Services Agreement dated, 14-Apr-2010 as
amended hereby and by any prior amendments (collectively, the "Agreement"). In consideration of the
mutual promises and covenants herein contained, and for good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, the Agreement is hereby amended as follows:
The Attachment A executed on 14-Apr-2010 (as amended) shall hereafter be referred to as Order
00000465.0.
Order 00000465.0 is hereby amended as follows:
Add a Billing Term of 60 months commencing on 1-Dec-2024
Services Description:
Quantity
Base Amount
Monthly Total
The following services are to be added to the Agreement:
Related Data 1.,enter services
Cross-Connection
Availability Date: The later of 01-Dec-2024 or two (2) days following
13.00
USD 80.00
USD 1,040.00
full execution of this Amendment
Total Added Monthly License Fees:
USD 1,040.00
The following services are to be renewed in the Agreement:
Conditioned Power
Dual Corded 1 Phase 30 Amps 208V
3.00
USO 1,164.71
USD 3,494.12
Effective 01-Dec-24
Single Corded 1 Phase 20 Amps 120V
1.00
USD 465.88
USD 465.88
Effective 01-Dec-24
Customer Equipment Area
Full Standard Cabinet, Location: Raised Floor
3.00
USO 0.00
USD 0.00
Effective 01-Dec-24
Renewed Monthly Licemôe Fees
USD 3,960.00
Total Monthly License Fees
USD 5,000.00
Other Fees
Description
Rate
Escalation
License Fees shall be subject to 3.00%
3.00%
annual compounded increases.
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Docusign Envelope ID: A64BDE5C-B6F1-405C-8156-0F33A61F6761
Docusign Envelope ID: DAC97A70-9938-4E74-A42A-73978A8B375C
Special Instructions
1.
The parties acknowledge and agree that any Services licensed by Customer which are listed under the
Related Data Center Services heading in the applicable Order or Amendment Services chart, and any Smart
Hands or Cross Connections requested via the Customer Portal, are subject to the Related Data Center
Services Rider located at ironmountain.com/online contracts.
Amendment to the Terms and Conditions of the Agreement:
1.
Customer and Iron Mountain desire to amend the Agreement to allow for the provision of services in
multiple Iron Mountain data centers. To that end, the parties hereby agree as follows:
a.
All references in the Agreement to "Attachment A" shall be deleted and replaced with "the
applicable Order", as the parties intend to issue an Order for each data center at which Customer shall
receive services hereunder.
b.
All references in the Agreement to "Licensor" prior to this Amendment shall hereafter be referred
to as "Iron Mountain".
c.
All references in the Agreement to "Customer Equipment Area", "Customer Area" or "Other
Customer Area" shall be deleted and replaced with "the applicable Customer Equipment Area", "the
applicable Customer Area" and "the applicable Other Customer Area", respectively.
d.
The definition of "Data Center" is hereby deleted and replaced with "means that data center facility
identified in the applicable Order."
2.
All references to "Remote Hands" or "Remote Assistance Services" shall hereafter refer to "Smart Hands".
3.
All references to "IP Bandwidth" or "Internet Bandwidth" shall hereafter refer to "Direct Internet Access" or
"DIA".
4.
The following is hereby further amended by adding the following definitions:
"Billing Term" means any mutually agreed upon, committed term of years for the license of the applicable
Customer Area(s) and Services, as set forth in an applicable Order or amendment to an Order. The first Billing
Term for an applicable Order shall be referred to as the Initial Billing Term, as further defined below. Any
subsequent Billing Term shall be an extension to the Term.
"Customer Portal" means the designated Customer portal.
"Installation Fees" means Non-Recurring Fees for which the materials and deliverables shall remain the
property of Iron Mountain.
"Non-Recurring Fees" means fees that are due from Customer for the services and materials as indicated on
the applicable Order, the Customer Portal or other Iron Mountain work order. Iron Mountain shall have the right
to substitute substantially similar materials in the performance of such work related to Non-Recurring Fees.
"Order Term" means the Order Initial Term, any subsequent mutually agreed upon Billing Term(s) and any
Order Renewal Term(s) (as defined in the Term section, as amended herein) of an Order.
"Pass Through Fees" means Non-Recurring Fees for which the materials and deliverables shall become the
property of Customer."
5.
Notwithstanding anything to the contrary in the Agreement, the License Fees set forth in an Order shall
increase by the amount set forth in the Order as annual escalation, provided, however, in the event the
consumer price index published by the U.S. Bureau of Labor Statistics at https://www.bls.gov/cpi/ ("CPI") is
higher than the amount set forth in the Order as annual escalation in any given year, Iron Mountain shall have
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Docusign Envelope ID: A64BDE5C-B6F1-405C-8156-0F33A61F6761
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the right, but not the obligation, to apply as the annual escalation for the applicable year, an amount equal to
CPI for the applicable year. Annual escalation shall be effective upon each anniversary of (a) if the Billing
Commencement Date of the Order falls on the first day of a calendar month, the Billing Commencement Date
of the Order, or (b) if the Billing Commencement Date of the Order falls on any day other than the first day of a
calendar month, the first day of the month immediately following the Billing Commencement Date of the Order.
6.
This Agreement is subject to A.R.S. § 38-511 and to the extent permitted by A.R.S. § 38-511 may be
canceled by Customer subject to the terms of A.R.S. § 38-511 without any penalty or liability to Customer.
7.
Certification Pursuant to A.R.S. § 35-394. Iron Mountain warrants and certifies that it does not
currently, and agrees for the duration of Agreement that it will not, use:
1.
the forced labor of ethnic Uyghurs in the People's Republic of China.
2.
any goods or services produced by the forced labor of ethnic Uyghurs in the People's
Republic of China.
3.
any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China.
4.
If Iron Mountain becomes aware during the term of the Agreement that Iron Mountain is
not in compliance with this paragraph, Iron Mountain shall notify Customer within five (5)
business days after becoming aware of the noncompliance. Failure of Iron Mountain to provide a
written certification that Iron Mountain has remedied the noncompliance within one hundred eighty
(180) days after notifying Customer of its noncompliance, this Agreement shall terminate unless
the Term of this Agreement shall end prior to said one hundred eighty (180) day period.
8.
Certification Pursuant to A.R.S. §35-393.01. If Iron Mountain engages in for-profit activity and
has ten (10) or more employees and if this Agreement has a value of one hundred thousand dollars
($100,000) or more, Iron Mountain certifies it is not currently engaged in and agrees for the duration of
this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not
apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
9.
The Term section of the Agreement is hereby deleted and replaced with the following:
Term. This Agreement, as amended, will be effective on the Effective Date and will continue in
effect until the last Order Term has ended. Unless otherwise set forth in an Order, the initial term of
each Order will commence on the applicable Availability Date and continue for the Initial Billing Term of
the applicable Order (the "Order Initial Term"). Upon expiration of the Order Initial Term, Order Renewal
Term (as defined below), or a mutually agreed upon Billing Term, as applicable, the Order Term will
continue with automatic renewals equal to twelve (12) months (each, an "Order Renewal Term"),
unless written notice of non-renewal is delivered by either Party to the other not less than one hundred
twenty (120) days prior to the then current expiration date. Annual escalation during any Order
Renewal Term shall be eight percent (8%), provided however, that in the event CPI is higher than eight
percent (8%) in any given year, Iron Mountain shall have the right, but not the obligation, to apply as the
annual escalation for the applicable year, an amount equal to CPI for the applicable year.
10.
The Force Majeure section of the Agreement is hereby amended by adding the following to the
list of possible Force Majeure events: "material shortages or other supply chain delays; a local, national,
or international public health emergency (including, but not limited to, those identified as an epidemic,
pandemic, or PHEIC); any quarantine or other governmental action aimed at controlling the spread of
the disease underlying any such public health emergency".
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Docusign Envelope ID: A64BDE5C-B6F1-405C-8156-0F33A61F6761
Docusign Envelope ID: DAC97A70-9938-4E74-A42A-73978A88375C
11.
The Agreement is hereby amended by deleting all references to "Cross-Connections: Included".
12.
All references of NOC@iodatacenters.com set forth in the Agreement shall be deleted and replaced
in lieu thereof with the following: IMDCSUPPORT@ironmountain.com.
13.
All capitalized terms used in this Amendment and not otherwise expressly defined herein shall have
the meanings ascribed to such terms in the Agreement.
14.
Except as expressly modified above, all terms and conditions of the Agreement remain in full force and
effect and are hereby ratified and affirmed.
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the last date set
forth below.
IRON MOUNTAIN DATA CENTERS, LLC
Printed
Name: ____ J_a_so_n_P_f_af_f _____ _
Title: _____ R_v_P_O_pe_r_a_t_i o_n_s ____ _
Date: ___ 7_/_16_/_ 2_0_24 ____ _
[! ____ _
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Docusign Envelope ID: A64BDE5C-B6F1-405C-8156-0F33A61F6761
Docusign Envelope ID: DAC97A70-9938-4E74-A42A-73978A8B375C
MARICOPA COUNTY LIBRARY DISTRICT, a political subdivision of the State of Arizona
By: Chairman of the Board of Directors
ATTEST:
Clerk of the Board
Date
APPROVED AS TO FORM:
Deputy County Attorney
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Docusign Envelope ID: A64BDE5C-B6F1-405C-8156-0F33A61F6761
7/26/2024