Exhibit C

1.0  SCOPE OF SERVICES. During the Agreement term, PMG shall render the following services in support of the Licensed Program, during Normal Working Hours.

1.1  PMG shall receive, by telephone, in writing, by email: support@pmgsoftware.com or fax transmission, operator reports of problems with the Licensed Program.

1.2  PMG shall maintain a telephone hotline that allows Customer to report system problems and to seek assistance in use of the Licensed Program.

1.3  PMG shall maintain a trained staff capable of rendering the services set forth in the Master Agreement.

1.4  PMG shall be responsible for using all reasonable diligence to correct verifiable and reproducible Errors when reported to PMG in accordance with PMG’s standard reporting procedures. PMG shall, within a reasonable time of verifying that such an Error is present, initiate work in a diligent manner toward development of an Error Correction. Following completion of the Error Correction, PMG shall provide the Error Correction through a "temporary fix" consisting of sufficient programming and operating instructions to implement the Error Correction. PMG shall include the Error Correction in all subsequent Releases of the Licensed Program. PMG shall not be responsible for correcting Errors in any version of the Licensed Program other than the most recent Release of the Licensed Program, provided that PMG shall continue to support prior Releases superseded by recent Releases for a reasonable period sufficient to allow Customer to implement the newest Release, not to exceed 365 days. PMG shall have no obligation to update its software merely to achieve compatibility with new versions of third-party applications or operating systems beyond those listed in PMG’s published certified compatibility lists which shall be provided to Customer at Customer’s request.

1.5  PMG may, from time to time, issue new Releases of the Licensed Program to its customers generally, containing Error Corrections and Enhancements. PMG shall provide Customer with one copy of each new Release within 30 days. PMG shall provide reasonable assistance to help Customer install and operate each new Release, provided that such assistance, if required, shall be subject to rates set forth in the Master Agreement, Exhibit B.

1.6  PMG shall consider and evaluate the development of Enhancements for the specific use of Customer and shall respond to Customer's requests for additional services pertaining to the Licensed Program (including, without limitation, data conversion and report-formatting assistance), provided that such assistance, if agreed to be provided, shall be subject to rates in Master Agreement, Exhibit B or a new Order mutually agreed to by PMG and Customer.

1.7  After Hours Support charges shall apply regardless of the underlying cause of the issue for which support is sought, including, without limitation, application errors, bugs, and errors caused during Regular Hours Support. Support provided with minimum billable period of one hour, and half hour increments thereafter. Support requests submitted outside Regular Hours will be handled during Regular Hours unless Customer specifically requests After Hours assistance.

1.8  PMG will respond to customer Error Requests per Master Agreement section 3.2.7 Severity Level, Escalation, and Response Time

2.  CUSTOMER’S OBLIGATIONS

2.1  Authorized Contacts. Customer shall designate individuals who shall be authorized to contact PMG for Application Support under this Agreement. (“Authorized Support Contacts”) PMG shall provide Application Support solely to the Authorized Support Contacts. Customer may designate no more than the following number of Authorized Support Contacts: two (2) contacts for 1-10 licenses, three (3) contacts for 11 to 50 licenses, four (4) contacts for 51-100 licenses and five (5) contacts for 101 and more licenses.

2.2  Accessibility. For the term of this Agreement, Customer shall provide at its sole expense sufficient access to its network for PMG’s use with Application Support and Maintenance, whether by Internet or direct connection, to permit PMG staff to remotely connect (or observe Customer’s staff’s connections) to the Products for which Error Correction has been requested by Customer’s Authorized Support Contact. Should remote access be required, Licensor/Vendor will follow all City Policies regarding such including completing a Remote VPN Access Form, as may be revised. The VPN Access Form will be provided by Customer upon Licensor/Vendor Request and anytime that Customer requests assistance from PMG that Customer reasonably believes will require remote access by PMG.

2.3  Customer shall be responsible for procuring, installing, and maintaining all equipment, telephone lines, communications interfaces, and other hardware necessary to operate the Licensed Program.

2.4  Customer shall be responsible for procuring version updates to third party software that is utilized by the Licensed Program and keeping such third party software maintained within the range of compatible versions that PMG certifies its Software against. PMG will provide Customer with notice of the need to procure updated versions to third party software six months in advance.

2.5  Support Fees for additional licenses purchased by Customer will commence with the purchase and receipt/acceptance of those licenses and be prorated in the first year to become coterminous with the anniversary date of the Term of this Agreement.

3.  PROPRIETARY RIGHTS

3.1  To the extent that PMG may provide Customer with any Error Corrections or Enhancements or any other program, including any new programs or components, or any compilations or derivative works prepared by PMG (collectively, "PMG Programs"), Customer may (1) install one set of the PMG Programs, in the most current form provided by PMG, in Customer's own facility; (2) use such PMG Programs in connection with the Licensed Programs, and in a manner consistent with the requirements of the Master Agreement, for purposes of serving Customer's business needs; and (3) make a reasonable number of copies of the PMG Programs in machine-readable form for nonproductive backup, testing, and training purposes only. Customer may not use, copy, or modify the PMG Programs, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by PMG.

3.2  The PMG Programs, including any associated intellectual property rights, are and shall remain the sole property of PMG, regardless of whether Customer, its employees, or contractors may have contributed to the conception of such work, joined in the effort of its development, or paid PMG for the use of the work product. PMG may reasonably request in order to establish and perfect its exclusive ownership rights, including any associated intellectual property rights from Customer any further instruments, including documents of assignment or acknowledgments that Customer may enter into from time to time.

SCHEDULE 3

SOFTWARE AND USE DESCRIPTION

A.  Software maintenance fees.

B.  Software maintenance 2^nd through 5th year cost schedule.