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3.2 Orange County will furnish to TRC all existing studies, reports, data and other information <br />available to Orange County necessary for performance of the work and authorize TRC to obtain <br />additional data as required. TRC will be entitled to use and rely upon all such information and <br />services. <br />3.3 In the event scheduled, preananged or mandated events, meetings, access to sites, delivery of <br />documentation or other obligations, which are responsibilities Orange County has agreed to and <br />upon which TRC relied, and which events, meetings, entrees to sites, delivery of documentation or <br />other obligations could not or did not take place, or were required to be rescheduled because of the <br />failure of Orange County in the discharge of the Orange County's obligations, all costs associated <br />with that rescheduling shall be borne by Orange County. <br />3.4 If the work involves excavations or drilling, it is the responsibility of Orange County to provide <br />TRC with assistance in locating undergound structures or utilities in the vicinity of any exploration <br />or investigations. If neither Orange County nor TRC can confirm the location, Orange County <br />agrees to accept all liability and costs associated with the repair, replacement or restoration of any <br />damage caused by TRC'S exploration or investigations occurring in the performance of the Work. <br />ARTICLE 4. PERFORMANCE OF SERVICE <br />4.1 This Agreement shall commence on the date set forth below. <br />4.2 The dates of performance shall be interpreted as a material consideration in the Agreement; <br />however, in the absence of an amended Agreement, dates shall not be construed as falling within <br />the meaning of "time is of the essence." <br />4.3 The schedule and compensation may be influenced by the availability of information, public and <br />regulatory agency concerns, weather, and numerous other factors that may not be foreseen during <br />initial project planning. Orange County and TRC will negotiate in good faith and mutually agree <br />on the proposed schedule and cost changes as they occur and as appropriate. <br />4.4 Services additional to those set forth in this Agreement will be performed and completed within the <br />time period and compensation agreed to in writing by the parties at the time such services are <br />authorized. <br />4.5 ff any time period within or date by which any of TRC's services are to be performed is exceeded <br />for reasons outside of TRC's reasonable control, all rates, measures and amounts of compensation <br />and the time for completion of perforcnance shall be subject to equitable adjustment. <br />ARTICLE 5. CONFIDENTIALITY <br />5.1 TRC and the Orange County (including the employees, officers, agents, and directors of the <br />respective parties) shall treat as confidential and proprietary, and will not disclose to others during <br />or subsequent to the term of this Agreement, except as is necessary to perform the work under this <br />Agreement, any information whether verbal or written, of any description whatscever, (including <br />any technical information, experience, or data) regarding either party's plans, programs, plants, <br />processes, products, costs, equipment, or operations which may come within the lrnowledge of the <br />parties in the performance of this Agreement, without in each instance securing the prior written <br />01-GEN-TffiC.DOC <br />Paee2of7 <br />