AGREEMENT NO. __________________
AMENDMENT NO. [3] TO
AGREEMENT NO. 2022-256
This AMENDMENT NO. 3 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 C ONTRACTOR entered into Agreement No. 2022 -256 for Network Security Artificial Intelligence Software and Equipment, with a total compensation amount not to exceed Four Hundred Thirty Thousand Dollars ($430,000.00); and
WHEREAS, On April 12, 2023, the CITY and CONTRACTOR entered into Agreement No. 2022-256(1) to increase the total compensation amount by Thirty-Five Thousand, Seventy -Six Dollars and Forty Cents ($35,076.40), bringing the not to exceed total to Four Hundred Sixty-Five Thousand, Seventy-Six Dollars and Forty Cents ($465,076.40) . The additional funds accounted for additional taxes and fees for Year Two (2) and Year Three (3) of the agreement term; and
WHEREAS, On May 28, 2025, the CITY and CONTRACTOR entered into Agreement No. 2022-256(2) to lengthen the term of the agreement and purchase additional software , increasing the compensation amount by Six Hundred Seventy-Two Thousand, Eight Hundred Forty-Eight Dollars and Forty-Four Cents ($672,848.44) , bringing the total not to exceed amount t o One Million, One Hundred Thirty -Seven Thousand, Nine Hundred Twenty -Four Dollars and Eighty-Four Cents ($1,137,924.84); and
WHEREAS, the parties desire to amend Agreement No. 2022-256 for the purchase of One Thousand (1,000) additional Network IP licenses and Five Hundred (500) additional Identity User licenses. This purchase increases the total compensation amount by Fifty -Three Thousand, Five Hundred Eighty-Five Dollars and Seven Cents ($53,585.07) as detailed in Exhibit F , attached hereto and incorporated herein; and
WHEREAS, CITY and CONTRACTOR have agreed to the purchase of additional licenses, bringing the total Darktrace NETWORK licenses to Six Thousand (6,000) and the total Darktrace IDENTITY licenses to Two Thousand, Five Hundred (2,500). The purchase of these additional licenses brings the total Docusign Envelope ID: 9647933F-A9B6-4A96-807B-B2F2E86E6EA0
compensation amount to One Million, One Hundred Ninety -One Thousand, Five Hundred Nine Dollars, and Ninety-Two Cents ($1,191,509.92).
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 , (6,000) Darktrace NETWORK licenses, (2,500) Darktrace IDENTITY licenses , with installation and training services as detailed in Exhibit B , Exhibit E and Exhibit F 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
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 $1,194,172.93 made in eight (8) installments after the Scope of Work is c ompleted to CITY's satisfaction per Exhibit A, Exhibit D, Exhibit E and Exhibit F, such satisfaction not to be unr easonably withheld or delayed, which is attached hereto and incorporated by herein as
follows:
$143,208.00 December 2022
$160,934.20 December 2023
$160,934.20 December 2024
$20,870.60 July 2025
$217,325.95 December 2025
$14,062.02 April 2026
$238,418.98 December 2026
$238,418.98 December 2027
Docusign Envelope ID: 9647933F-A9B6-4A96-807B-B2F2E86E6EA0
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
CONTRACTOR 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 Ninety-Five Thousand Dollars
($1,195,000.00) for performing the Scope of Work.
3. Except as amended herein, all provisions of Agreement No. 2022- 256 shall remain in full force and effect.
-- o0o –
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 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:____________________________ Attachments:
GREGORY PRONOVOST Exhibit F – Darktrace Quote Q-245964 Technology Services Director
APPROVED AS TO FORM: COUNTERSIGNED:
(Deputy) City Attorney:_______________________ Finance Director: _____________________
ASHLEY ZAMBRANO RANDY MCKEEGAN
Insurance:____________
Docusign Envelope ID: 9647933F-A9B6-4A96-807B-B2F2E86E6EA0 Rachel Elias-Jones
Financial Director
[DTL1]
[DTL1]
City of Bakersfield + Darktrace
Addition: /NETWORK + /IDENTITY true-ups
• Commence: 4/1/2026 – 11/30/2028
• Term: 32 months
o Please note: This will co-term with existing contract • Subscription increases:
o Add 1,000 IPs for Darktrace/NETWORK
▪ Current license: 5,000
▪ After addition: 6,000
o Add 500 users for Darktrace/IDENTITY
▪ Current license: 2,000
▪ After addition: 2,500
• Annual Addition Cost: $19,485.48
o Total Annual Savings: $6,495.16
Invoicing Schedule:
EXHIBIT F
Docusign Envelope ID: 9647933F-A9B6-4A96-807B-B2F2E86E6EA0 Customer Name: City of Bakersfield Quote Ref: Q-245964
Shipping Address:
1600 Truxtun Ave
Bakersfield, 93301
United States
Date Prepared: 16/02/26
Invoice Address:
1600 Truxtun Ave
Bakersfield, California
93301 United States
Expiry Date: 30/03/26
Email:
cdorroh@bakersfieldcity.
us
Master Contract Number:
Email for Invoice Submission:
technology_services@bak
ersfieldcity.us
Attn: Chris Dorroh
Tax ID/ Business
Registration/VAT No:
Darktrace Offering
Platform Products
Darktrace / NETWORK
DT-PL-
PD-NE
901-1000 32 01/04/26 30/11/28 13,386.07 35,696.19
Darktrace / IDENTITY
DT-PL-
PD-ID
451-500 32 01/04/26 30/11/28 6,099.41 16,265.09
Product/Services
Description
SKU
Code
Quantity
Term
(Months)
Start
Date
End
Date
Annual Customer
Price (USD)
Extended Customer
Price (USD)
Total(USD) 51,961.28
EXHIBIT F
Docusign Envelope ID: 9647933F-A9B6-4A96-807B-B2F2E86E6EA0 Payment Schedule
Invoice Date From To Amount (USD)
01/04/2026 30/11/2026 12,990.32
01/12/2026 30/11/2027 19,485.48
01/12/2027 30/11/2028 19,485.48
TCV (Sum of) (USD) 51,961.28
01/04/2026
01/12/2026
01/12/2027
EXHIBIT F
Docusign Envelope ID: 9647933F-A9B6-4A96-807B-B2F2E86E6EA0 Terms & Conditions
1 The Usage Metrics set out in the above Offering Table are in the aggregate not in addition to any prior orders. In the event of conflict with any prior order the Usage Metrics set out above are determinative. 2 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). 3 This Product Order Form is supplementary to Product Order Form No. 192975-202504-16-1037949 (the “Prior Order”), as previously agreed between the parties, the terms of which shall continue to apply, to the extent such terms do not contradict those contained herein and will l update the Offering to increase the Usage Metrics for Darktrace / NETWORK and Darktrace / IDENTITY by the Usage bands set out in the above Offering table for the remainder of the Term. 4 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Darktrace Master Services Agreement or the Prior Order between the parties (together the “Agreement”). Except as expressly modified hereby, all other terms of the above referenced Product Order Form and Agreement will remain in full force and effect without modification. This Amendment may be executed in any number of counterparts and by different parties in separate counterparts. Transmission of the executed counterpart of this Amendment by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Amendment.
5 Darktrace / NETWORK features core ActiveAI Security Platform capabilities to secure network environments: Real Time Detection, Autonomous Response, Cyber AI Analyst and Technical Support. Use of Darktrace / NETWORK is limited to within the IP Count band specified in the Usage Band column 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.
6 Darktrace / IDENTITY features core ActiveAI Security Platform capabilities to secure users: Real Time Detection, Autonomous Response, Cyber AI Analyst and Technical Support. Darktrace /IDENTITY supports the following applications: Microsoft 365, Google Workspace, Salesforce, Box, Dropbox, Slack, Zoom, Duo, Okta, Egnyte, Jump Cloud, Asana, Cloudflare, Hubspot, NetSuite. Use of Darktrace / IDENTITY is limited to within the band of Active Users specified in the Usage Band column 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 configured and applicable modules within Darktrace / IDENTITY seen over a 28-day period. Should Usage Metrics be exceeded additional Fees shall be payable. 7 The Offering is made available on the basis of the relevant Product Specification Service Definition or other technical documentation (as applicable). Product Specifications and Service Definitions are found at: https://darktrace.com/legal/product-specifications-and- service-definitions whilst other technical documentation can be found via the Customer Portal. 8 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. 9 Fees are exclusive of any applicable sales tax goods and services tax withholding tax or VAT. Fees will be invoiced annually in advance.
Payment terms Net 30 .
10 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 modifications proposed by Customer are expressly rejected by Darktrace and shall not become part of the Agreement in the absence of Darktrace’s written acceptance.
11 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.
12 Any Darktrace platform line pricing is conditional on all of the subscriptions being purchased and is offered on a combined basis, and as such, will be invoiced as a single subscription line on relevant invoice(s).
EXHIBIT F
Docusign Envelope ID: 9647933F-A9B6-4A96-807B-B2F2E86E6EA0 For Customer: For Darktrace:
Signature: \s1\ Signature: \s3\
Name: Chris Dorroh Name:
Job Title: Technology Systems Supervisor Job Title:
Signature Date: \d1\
("Effective Date")
Signature Date: \d3\
("Effective Date")
EXHIBIT F
Docusign Envelope ID: 9647933F-A9B6-4A96-807B-B2F2E86E6EA0