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<br /> <br />7 <br /> <br />4.5 REFERENCES <br />Vendors shall provide at least three (3) references for which your company has provided Services of similar <br />size and scope to that proposed herein. Orange County may contact these users to determine the Services <br />provided are substantially similar in scope to those proposed herein and Vendor’s performance has been <br />satisfactory. The information obtained may be considered in the evaluation of the proposal. <br /> <br />COMPANY NAME CONTACT NAME TELEPHONE NUMBER <br /> <br /> <br /> <br /> <br />4.6 PERSONNEL <br />Vendor shall not substitute key personnel assigned to the performance of this Contract without prior written <br />approval by the Contract Lead. Vendor shall notify the Contract Lead of any desired substitution, including <br />the name(s) and references of Vendor’s recommended substitute personnel. Orange County will approve <br />or disapprove the requested substitution in a timely manner. Orange County may, in its sole discretion, <br />terminate the services of any person providing services under this Contract. Upon such termination, <br />Orange County may request acceptable substitute personnel or terminate the contract services provided <br />by such personnel. <br />4.7 VENDOR’S REPRESENTATIONS <br />a) Vendor warrants that qualified personnel shall provide Services under this Contract in a professional <br />manner. “Professional manner” means that the personnel performing the Services will possess the <br />skill and competence consistent with the prevailing business standards in the industry. Vendor agrees <br />that it will not enter any agreement with a third party that may abridge any rights of Orange County <br />under this Contract. Vendor will retain executive representation for functional and technical expertise <br />as needed in order to incorporate any work by third party subcontractor(s). <br />b) If any Services, deliverables, functions, or responsibilities not specifically described in this Contract are <br />required for Vendor’s proper performance, provision and delivery of the service and deliverables under <br />this Contract, or are an inherent part of or necessary sub-task included within such service, they will be <br />deemed to be implied by and included within the scope of the contract to the same extent and in the <br />same manner as if specifically described in the contract. Unless otherwise expressly provided herein, <br />Vendor will furnish all of its own necessary management, supervision, labor, facilities, furniture, <br />computer and telecommunications equipment, software, supplies, and materials necessary for the <br />Vendor to provide and deliver the Services and Deliverables. <br />c) Vendor warrants that it has the financial capacity to perform and to continue perform its obligations <br />under the contract; that Vendor has no constructive or actual knowledge of an actual or potential legal <br />proceeding being brought against Vendor that could materially adversely affect performance of this <br />Contract; and that entering into this Contract is not prohibited by any contract, or order by any court of <br />competent jurisdiction. <br />d) A sample of the Services Contract – RFP/RFQ that will be executed with the selected vendor is <br />included. <br />Docusign Envelope ID: 16383371-90A7-4CD2-9978-5DD1BF086433