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AGREEMENT NO. __________________
AMENDMENT NO. [2] TO
AGREEMENT NO. 2022-256
This AMENDMENT NO. 2 TO AGREEMENT NO. 2022-256 is made and entered into on ________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and DARKTRACE HOLDINGS LIMITED a corporation authorized to do business in California (referred to herein as “CONTRACTOR”).
R E C I T A L S
WHEREAS, on November 16, 2022, the CITY and CONTRACTOR entered into Agreement No. 2022-256 in an amount not to exceed $430,000 for Network Security Artificial Intelligence; and
WHEREAS, on April 12, 2023, the CITY and CONTRACTOR entered into Agreement No. 2022-256(1) in an amount not to exceed $465,076.40 to account for additional taxes and fees for Year two (2) and Year three (3); and
WHEREAS, the parties desire to further amend Agreement No. 2022-256 to increase compensation by $ 672,848.44 to purchase a subscription of Darktrace IDENTITY that the CONTRACTOR provides pursuant to the terms and conditions set forth herein as detailed in Exhibit E attached hereto and incorporated herein; and
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:
1. Section 1 of Agreement No. 2022-256 entitled “SCOPE OF WORK” is hereby amended to read as follows:
1. SCOPE OF WORK. In exchange for the Compensation (defined below), CONTRACTOR shall perform the following: assist in the implementation of Darktrace Enterprise Immune System, (2) two medium appliances, (1) one large appliance, (9) nine V -Sensors, (1) one Antigena Network Software , and additional identity product subscription, with installation and training services as detailed in Exhibit B and Exhibit E attached hereto and incorporated herein and subject to the supplemental terms and conditions set forth in Exhibit C attached hereto and incorporated herein. (“Scope of Work"). The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRACTOR has Docusign Envelope ID: 5780042D-E9AE-427D-9A20-8D7A8506A450 -- Page 2 of 4 Pages --
been hired to perform, whether specifically included in the Scope of Work or not.
2. Section 2 of Agreement No. 2022-256 entitled “COMPENSATION/PAYMENT PROCEDURE” is hereby amended to read as follows:
2. COMPENSATION/ PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work ("Compensation"):
• A total, lump sum payment of $1, 137,924.84 made in four (4) installments after the Scope of Work is c ompleted to CITY's satisfaction per Exhibit E, such satisfaction not to be unreasonably withheld or delayed, which is attached hereto and incorporated by herein as follows:
$20,870.60 July 2025
$217,325.95 December 2025
$217,325.95 December 2026
$217,325.95 December 2027
CITY will pay CONTRACTOR within 30 days after CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY, such approval not to be unreasonably withheld or delayed. The Compensation will be the total amount paid to CONT RACTOR for performing the Scope of Work and includes, but is not limited to, all out-of-pocket costs and taxes. CITY will pay no other compensation to CO NTRACTOR. In no case will CITY compensate CONTRACTOR more than One Million One Hundred and Thiry-Seven Thousand Nine Hundred and Twenty -Four Dollars and Eighty-Four Cents ($1,137,924.84) for performing the Scope of Work.
3. TERM. Section 3 of the Agreement No 2022 -256 entitled “TERM” is hereby amended to read as follows:
3. Unless terminated sooner as set forth in herein this agreement shall terminate on December 1, 2028.
4. Except as amended herein, all provisions of Agreement No. 2022- 256 shall remain in full force and effect.
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Docusign Envelope ID: 5780042D-E9AE-427D-9A20-8D7A8506A450 -- Page 3 of 4 Pages --
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Agreement No. 2022-256 to be executed the day and year first above written.
“CITY” “CONTRACTOR”
CITY OF BAKERSFIELD DARKTRACE HOLDINGS LIMITED
By:____________________________ By:_________________________________
KAREN GOH
Mayor Print Name: ________________________
Title:___________________________
APPROVED AS TO CONTENT:
TECHNOLOGY SERVICES DEPARTMENT
By:_______________________________
GREGORY PRONOVOST
Technology Services Director
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By:____________________________
VIRGINIA GENNARO
City Attorney
Insurance:____________
Docusign Envelope ID: 5780042D-E9AE-427D-9A20-8D7A8506A450 Rachel Elias-Jones
Financial Director
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COUNTERSIGNED:
By:____________________________
RANDY MCKEEGAN
Finance Director
Attachment: Exhibit E – Darktrace Product Order Form
Docusign Envelope ID: 5780042D-E9AE-427D-9A20-8D7A8506A450
PRODUCT ORDER FORM
Customer Name: City of Bakersfield
Transactional Tax ID/Business
Registration/VAT No: N/A
Shipping Address: 1600 Truxtun Ave, Bakersfield, California 93301, US Invoice Address: 1600 Truxtun Ave, Bakersfield, California 93301, US Attn: Chris Dorroh
Email: cdorroh@bakersfieldcity.us
Product Order Form: 192975-202504-16-1037949
Date Prepared: 2025/04/16
Expiry Date: 2025/06/20
Darktrace Offering :
Product/Services Description Quantity
Subscription
Period
(months)
Start Date End Date
Annual
Customer
Price USD
Extended
Customer Price
USD
Platform Product
Network
Darktrace / NETWORK 4001-5000
IPs 36.0 2025-12-01 2028-11-30
Identity
Darktrace / IDENTITY 1751-2000
Active Users (Identity) 41.0 2025-07-01 2028-11-30
Cross-Platform Product [Not Ordered]
Platform Module [Not Ordered]
Services [Not Ordered]
Deployment
On-Premises
Darktrace On-Prem Appliance (Medium) 2
Appliances 36.0 2025-12-01 2028-11-30
Darktrace On-Prem Appliance (X2) 1
Appliances 36.0 2025-12-01 2028-11-30
Training
Trainings
Darktrace Training (eLearning) 1
Darktrace Training (Public) 1
Darktrace Training (Remote) 2
Sessions
Subscription period commencing on 2025/07/01 (“Commencement Date”) Standard Support Services
181,923 621,569
TOTAL 621,569
US: +1 415 229 9100 LATAM: +52 55 7005 0956 UK: +44 (0) 1223 294 100 APAC: +65 6804 5010 E: [email protected] www.darktrace.com Exhibit E
Docusign Envelope ID: 5780042D-E9AE-427D-9A20-8D7A8506A450
PRODUCT ORDER FORM
Terms and Conditions:
1 By signing this Product Order Form, issuing a purchase order referencing this Product Order Form or otherwise accessing or using the Offering, the Customer's use of the Offering shall be subject to the Darktrace Master Services Agreement included in the Appliance, which can also be found at: https://www.darktrace.com/resources/legal- online-terms.pdf (“Agreement”). The parties have previously agreed to Product Order Form No. 92827-202210-21-406820 (the "Prior Order"). From the Commencement Date, this Product Order Form will supplement the Prior Order, the terms of which shall continue to apply, to the extent such terms do not contradict those contained herein, and will add to the Offering a subscription to use Darktrace / IDENTITY for the period until November 30, 2028. At the time when the Prior Order would otherwise expire, this Product Order Form will also renew and update the Offering to match the subscriptions set out in the Offering table above for the period for the period until November 30, 2028. Pursuant to the Prior Order, Customer is already in possession of the Appliance(s), and shall not receive any additional Appliance(s) in connection with this Product Order Form.
2 Use of Darktrace / NETWORK is limited to within the IP Count band speci fied above (“Usage Metrics”). For such purposes, “IP Count” is calculated by taking the peak unique IP address values (with VLANs differentiated) in any 24-hour period in the last 28 days. Should Usage Metrics be exceeded, additional Fees shall be payable. 3 Use of Darktrace / IDENTITY is limited to within the band of Active Users speci fied above (“Usage Metrics”). For the purposes of Darktrace / IDENTITY , an “Active User” consists of any object which can perform actions that are then reported by the API/logging of the 3rd-party product, including but not limited to 3rd-party user accounts, 3rd- party apps, and other 3rd party identities. The number of Active Users is calculated by taking the peak number of Active Users over all con figured and applicable modules within Darktrace / IDENTITY seen over a 28-day period. Should Usage Metrics be exceeded, additional Fees shall be payable. 4 The Offering is made available on the basis of the relevant Product Speci fication, Service De finition, or other technical documentation (as applicable). Product Speci fications and Service Definitions are found at: https://darktrace.com/legal/product-speci fications-and-service-de finitions, whilst other technical documentation can be found via the Customer Portal.
5 The Appliance(s) are for use with respect to the Customer's applicable bandwidth throughput, number of connected devices and connections per minute as set out in the applicable Product Data Sheet (https://darktrace.com/resources/contract-data-sheets.zip) (the “Appliance Speci fications”). Should the Appliance Speci fications be exceeded, additional Fees shall be payable.
6 Fees are exclusive of any applicable sales tax, goods and services tax, withholding tax or VAT . Fees will be invoiced in advance in accordance with the below invoicing schedule. Payment terms Net 30.
7 If Customer requires a purchase order, it must be sent at the time of acceptance of this Product Order Form and be for the full contract value. If it is not received, Darktrace shall be entitled to invoice without it.
8 Acceptance of this Product Order Form is expressly limited to the terms of Darktrace's offer. Once accepted, the terms and conditions of this Product Order Form and the Agreement will be the complete and exclusive statement of the agreement between the parties. Any modi fications proposed by Customer are expressly rejected by Darktrace and shall not become part of the Agreement in the absence of Darktrace’s written acceptance. 9 This Product Order Form may be executed in any number of counterparts and by different parties in separate counterparts. Each counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. Transmission of the executed counterpart of this Product Order Form by email (in PDF , JPEG or other agreed format) shall take effect as delivery of an executed counterpart.
Invoicing Schedule:
Invoice Date From To Amount Currency
2025-07-01 2025-07-01 2025-11-30 19,280 USD
2025-12-01 2025-12-01 2026-11-30 200,763 USD
2026-12-01 2026-12-01 2027-11-30 200,763 USD
2027-12-01 2027-12-01 2028-11-30 200,763 USD
For Customer
Signature:
Name:
Job Title:
Signature Date:
For Darktrace:
Signature: /darktrace_sign_here/
Name: /darktrace_name/
Job Title: /darktrace_title/
Signature Date: /darktrace_date/
("Effective Date")
US: +1 415 229 9100 LATAM: +52 55 7005 0956 UK: +44 (0) 1223 294 100 APAC: +65 6804 5010 E: [email protected] www.darktrace.com Docusign Envelope ID: 5780042D-E9AE-427D-9A20-8D7A8506A450