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Award SummaryPage 4 of 33 5.2.2 All Services shall meet or exceed the specifications set forth in Attachment A. 5. 2. 3 All Services shall be performed in a good and workmanlike manner, and in accordance with the highest applicable professional or industry standards. 6.0 TERMINATION OF THE PRICE AGREEMENT: The Parties may terminate the Price Agreement as follows: 6.1 The Price Agreement may be terminated at anytime by mutual written agreement of the Parties. 6.2 The Price Agreement may be terminated by the State at its sole discretion, for its convenience, upon thirty (30) days written notice to the Contractor. 6.2. The State may, at its sole discretion, terminate the Price Agreement upon thirty (30) days written notice to Contractor for the reasons set forth in ORS 279B.140. 6.3 The State may terminate the Price Agreement if Contractor is in default of the Price Agreement or any Contract. 6.4 The Contractor has no unilateral right to terminate the Price Agreement prior to the expiration or termination of the Term of the Price Agreement. The Contractor may terminate the right of a Participant to purchase under this Price Agreement if the Participant fails to pay invoiced Account Charges in accordance with Section 3 above, and such invoices remain unpaid for sixty (60) days after the receipt of an invoice for the Account Charges. Contractor may not terminate the right of a Participant as set forth in this subsection if a good faith dispute exists between Contractor and Participant with respect to the amount Participant owes to Contractor. 7.0 DEFAULT: 7.1 Contractor shall be in default of this Price Agreement under the following circumstances: 7.1.1 Contractor institutes or has instituted against it, insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or 7.1.2 Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under this Contract and Contractor has not obtained such license or certificate within ten (10) business days after delivery of a notice by the State or such longer period as the State may specify in such notice; or 7.1.3 Contractor commits any material breach or default of any covenant, warranty, obligation or certification under this Price Agreement and such breach, default or failure is not cured within ten (10) business days after delivery of a notice of default by the State or such longer period as the State may specify in such notice. 7.2 The State is in default of this Price Agreement if the State commits any material breach or default of any covenant, warranty, obligation or certification under this Price Agreement and such breach, default or failure is not cured within thirty (30) business days after Contractor's delivery of a notice of default to the State or such longer period as the Contractor may specify in such notice. 8.0 REMEDIES 8.1 If Contractor is in default under Section 7, the State is entitled to the following remedies: 8.1.1 Recovery of any and all damages suffered as the result of Contractor's default, including but not limited to direct, indirect, incidental and consequential damages, damages as provided in ORS 72.7110 to 72.7170 and damages provided by any other applicable Oregon law. 8.1.2 Termination of this Contract under Section 6. 3. 8.1.3 Initiation of an action or proceeding for specific performance or declaratory, injunctive or equitable relief; 8.1.4 Exercise of its right of setoff, and withholding of monies otherwise due and owing. https://orpin.oregon.gov/open.dll/showDocSummary?sessionID=1921160&disID=985529&docTy...6/10/2008