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) f . . B. In the event that the District, following consultation with the Sponsors Committee, elects to have the Contractor deposit the above items in escrow, such source code and documentation shall be maintained by U.S. Escrow Services Inc, according to the Master Escrow Agreement attached hereto as Attachment "3" (or similar escrow agreement for source code software in use by u.S. ESCROW SERVICES, INC. at the time of execution of the escrow agreement), which shall be executed prior to final acceptance of the work by the District. Each Sponsoring Agency holding a General Software license under the terms of Attachment "2" to this Contract shall be named as a Certificate Holder under the terms of the Master Escrow Agreement. C. In the event that the District elects to exercise the "Master Escrow Agreement" attached hereto as Attachment "3", the Contractor shall pay any set-up fees which are due at the time of execution of the Master Escrow Agreement. Any fees for certificate preparation shall be divided among and paid by the Project Sponsors named as Certificate Holders. The District shall pay the annual maintenance fee required under the Master Escrow Agreement, and shall make such payments from the Contingency Reserve Fund referenced in Paragraph 2 of this Contract. Upon execution of the Master Escrow Agreement, a portion of the Contingency Reserve Fund sufficient to maintain the escrow for a period of ten years shall be withdrawn from the Fund and made unavailable for payment to the Contractor. In the event monies remain after ten years of maintaining the Escrow Account with U.S. Escrow Services Inc., or the Escrow Account is closed in less than ten years, the River District shall retain the remaining monies in consideration of its maintenance of the escrow fund. Fees for distribution or retrieval of items held in escrow shall be paid by the party making the request for such distribution or retrieval. D. If the items in escrow are not retrieved by a certificate holder in the first ten years following execution of the Master Escrow Agreement, the Contractor shall thereafter retrieve said materials at the Contractor's expense, and arrange to close the Escrow Account such that no additional costs occur to the District or any of the Sponsoring Agencies. 17. Escrow Retrieval Procedure. A. To protect the assets of the Contractor in the event that the holder of a General Software license (Exhibit "c" to Attachment "2") elects to retrieve the items held in escrow pursuant to the terms of this contract, said license Holders shall execute the SOF1WARE LICENSE 9