Sample_Agreement.pdf

ADA COUNTY HIGHWAY DISTRICT

PURCHASE AGREEMENT

FY27 ACHD CLOTHING

EO27-01

This PURCHASE AGREEMENT (hereinafter “AGREEMENT”) is made and entered into this ___ day of October, 2026 by and between Ada County Highway District (hereinafter “ACHD”), and TBD (hereinafter “VENDOR”).

RECITALS

WHEREAS, ACHD is a single countywide highway district located in the county of Ada and is responsible for all secondary county and city highways within Ada County, Idaho; and WHEREAS, ACHD has all powers necessary and incidental to the statutory powers granted to it under Title 40, Idaho Code; and WHEREAS, ACHD has consulted with the ACHD Commission and the Executive Office Division Deputy Director, and has determined the necessity of the ITEM(s) specified herein;

and WHEREAS, ACHD has advertised for bids, and the VENDOR has responded to the competitive procurement and has been determined to be the lowest cost responsive bidder in accordance with Idaho Code 67-2806A; and WHEREAS, ACHD desires to enter into an AGREEMENT with the VENDOR for the purchase of the ITEM(s) specified herein, and has been awarded the contract by the ACHD Commission.

NOW, THEREFORE, BE IT RESOLVED, for and in consideration of the mutual covenants and conditions hereof, and the payments to be made hereunder, the parties agree as follows:

AGREEMENT

1. DEFINITIONS

For the purposes of this AGREEMENT, the following terms are defined:

A. ACHD shall mean the Ada County Highway District, a body politic and corporate of the State of Idaho that is responsible for all secondary city and county highways within Ada County. The ACHD Director or his representative may act on behalf of ACHD. For the purposes of this AGREEMENT, the ACHD mailing address is Ada County Highway District, 5800 North Meeker Avenue, Boise, Idaho, 83713; the telephone number is 208-387-6100;

and the facsimile number is 208-345-7650.

B. AGREEMENT shall mean this PURCHASE AGREEMENT between ACHD and VENDOR. The word AGREEMENT may be used throughout this document to also mean CONTRACT

DOCUMENTS.

C. CONTRACT DOCUMENTS shall mean the documents that, when combined, make up the ACHD solicitation for the purchase of the ITEM(s) which includes the Invitation to Bid, SAMPLE

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Instructions to Bidders, Specifications, Bid Schedule, Bid Proposal, and AGREEMENT as well as any other document identified as part of the solicitation such as Addenda.

D. ITEM(s) shall mean the materials, supplies, or goods, that are the subject of the procurement and this AGREEMENT and are described in SPECIFICATIONS.

E. SPECIFICATIONS shall mean all the dimensions, quantities, provisions, and requirements describing the ITEM(s) under purchase and included in the CONTRACT DOCUMENTS.

F. SUPPLY BOND shall mean a bond obtained by the VENDOR which guarantees that the VENDOR shall furnish the ITEM(s) as contracted in this AGREEMENT. Should the VENDOR fail to furnish the ITEM(s) as contracted in this AGREEMENT or otherwise default on its obligations under this AGREEMENT, the surety shall pay ACHD the amount of the SUPPLY BOND. The SUPPLY BOND shall be equal to one hundred percent (100%) of the Payment value as set forth in Payment.

G. VENDOR shall mean TBD. For the purposes of this AGREEMENT, the VENDOR mailing address is ________________________________; the telephone number is _______________; and the facsimile number is _________________.

2. PROCUREMENT

A. VENDOR agrees to provide for sale and deliver the ITEM(s) particularly described in Exhibit

“A”, SPECIFICATIONS, and attached hereto.

B. VENDOR will provide additional quantities of the ITEM(s) or otherwise modify the ITEM(s) as described in Exhibit “A”, SPECIFICATIONS, as desired by ACHD by means of a written Change Order signed by a person authorized by ACHD to execute such Change Order in accordance with ACHD policy. Such prior written authorization by ACHD shall be a condition precedent to any claim of VENDOR for payment.

3. PAYMENT

For the provision and delivery of the ITEM(s), as specified in the Exhibit “A”, SPECIFICATIONS, ACHD agrees to pay an amount not to exceed TBD (TBD) to the VENDOR as provided in Exhibit

“B”, PAYMENT SCHEDULE.

A. Partial payments will be made by ACHD upon periodic invoices submitted by the VENDOR.

B. Partial payments shall be based upon the value of the ITEM(s) delivered, furnished, and/or installed to date by the VENDOR that conform to the SPECIFICATIONS.

C. Invoice submittals are to be sent to ACHD via e-mail at invoices@achdidaho.org.

D. ACHD will pay each invoice net 30 days.

4. TIME FOR DELIVERY AND EXTENSIONS

VENDOR and ACHD herein agree that the ITEM(s) as set forth in the Procurement is/are required to be delivered within ____ calendar days from the date of this AGREEMENT as provided in Exhibit “C”, DELIVERY SCHEDULE. ACHD will grant extensions for the following: delays caused by ACHD, excessive time required to process submittals by ACHD, or additional ITEM(s) requested by ACHD.

A. CONTRACTOR shall not be liable or deemed to be in default for any Force Majeure delay in performance under this AGREEMENT occasioned by unforeseeable causes beyond the control and without the fault or negligence of CONTRACTOR, including, but not restricted

ADA COUNTY HIGHWAY DISTRICT Page 3 of 12 to, acts of God, fires, floods, epidemics, quarantine, restrictions, strikes, freight embargoes, or unusually severe weather, provided that in all cases CONTRACTOR shall notify ACHD promptly in writing of any cause for delay, and ACHD concurs that the delay was beyond the control and without the fault or negligence of CONTRACTOR. The period for the performance shall be extended for a period equivalent to the period of the Force Majeure delay. CONTRACTOR finances shall not constitute a Force Majeure.

B. Subject to any extensions granted by ACHD in this Section 4 and subject to Subsection a.

above, VENDOR agrees and acknowledges that time is of the essence in the performance of the terms and condition of this AGREEMENT and in the event VENDOR fails to perform the terms and conditions of this AGREEMENT in a timely manner, ACHD shall have the right to reduce the monies due the VENDOR by a sum of (1%) of the total AGREEMENT amount per week, commencing on the Date for Delivery date as described in this Section 4, and Exhibit “C”, DELIVERY SCHEDULE, and continuing until all the ITEM(s) as set forth in the Section 2 is/are delivered to ACHD.

5. DURATION OF AGREEMENT

This AGREEMENT shall commence immediately upon execution by the ACHD and shall continue until Thursday, September 30, 2027.

6. F.O.B. BOISE

The VENDOR shall, at his own expense and risk, transport any ITEM(s) called for within the CONTRACT DOCUMENTS to ACHD principal place of business located in Boise, Idaho.

7. CONDITION OF GOODS

The ITEM(s) provided shall conform in all respects to the SPECIFICATIONS provided in CONTRACT DOCUMENTS. Any ITEM(s) offered or shipped by the VENDOR shall be new and warranted to be fit for purposes as set forth in the CONTRACT DOCUMENTS. In the event the ITEM(s) supplied by the VENDOR to ACHD has an irregular appearance or physical blemish, and even though the ITEM(s) is/are fit for the specific purpose intended, nevertheless, ACHD reserves the right to reject such ITEM(s) or require the VENDOR to repair such physical defect or irregularity.

8. RESPONSIBILITY FOR DAMAGES

The VENDOR shall indemnify, save and hold harmless, and defend, regardless of outcome, ACHD and its officers, agents, and employees from and against all liability, claims, damages, losses, expenses, actions, and suits whatsoever, including injury or death of other, or any employee of VENDOR or subcontractor, caused by or arising out of the performance, act, or omission of any term or provision of the CONTRACT DOCUMENTS.

9. ORDER ACKNOWLEDGEMENT

The VENDOR agrees to provide written acknowledgement of all orders received from ACHD within twenty-four (24) hours of order entry. If the VENDOR receives an order from ACHD on a Friday or holiday, then the acknowledgement shall be sent ACHD the next business day.

10. NOTICES

Any and all notices required to be given by either of the parties hereto shall be in writing and deemed delivered when either:

A. Delivered personally to the contact at the address below; or

B. Sent by fax to the other party at the facsimile number set forth below; or

C. Deposited in the United States Mail via certified, return receipt requested, postage pre-paid mail, addressed to the other party at the address set forth below; or

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D. Transmitted by other facsimile number or mailing address as may be provided by written notice of such change given to the other in the same manner as provided above.

FOR ACHD:

Ada County Highway District 5800 North Meeker Avenue Boise, Idaho, 83713 Facsimile Number: (208) 345-7650 Telephone Number: (208) 387-6________ E-Mail Address:

FOR VENDOR:

(Name) ______________________________

TBD

(Address) _____________________________ Facsimile Number: _________________________ Telephone Number: ________________________ E-Mail Address:

11. SUBMITTALS

All ITEM(s) submittal documentation that may be required by the SPECIFICATIONS shall include purchase order numbers and appear on all acknowledgements, shipping labels, packing lists, and invoices. All correspondence is to be sent to ACHD as provided in Notices.

12. DELIVERY OF MANUALS

All manuals relating to ITEM(s) shall be submitted to ACHD prior to the time of the delivery as provided by Time for Delivery and Extensions or at the time of the delivery.

13. SUPPLY BOND

If required by ACHD in the CONTRACT DOCUMENTS, the VENDOR agrees to furnish a SUPPLY BOND for one hundred percent (100%) of the contract value within twenty (20) calendar days from execution of this AGREEMENT.

14. RELEASE OF SUPPLY BOND

ACHD will authorize the release of the SUPPLY BOND after, in the opinion of ACHD, the VENDOR has fully and completely performed under this AGREEMENT, and there are no outstanding disputes or claims pursuant to the terms of the CONTRACT DOCUMENTS.

15. LIABILITY INSURANCE

VENDOR agrees to maintain, during the term of this AGREEMENT, Comprehensive General Liability Insurance having a minimum limit of $100,000 per claim and $500,000 aggregate, Motor Vehicle Insurance having a minimum limit of $100,000 per claim and $500,000 aggregate, and required Workers Compensation Insurance, and all other insurance required to be maintained under the laws of the State of Idaho. VENDOR agrees to furnish a Certificate of Insurance certifying to ACHD that such coverage is in force within twenty (20) calendar days from the execution of this AGREEMENT.

16. INTENT OF AGREEMENT

It is the intent of the parties by the execution of this AGREEMENT, which is integrated and incorporated as part of the CONTRACT DOCUMENTS, is to adequately set forth the full agreement between the parties for the sale and purchase of the ITEM(s).

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17. MULTIPLE DOCUMENTS

The parties agree that all CONTRACT DOCUMENTS are essential parts to the complete agreement between ACHD and VENDOR. A requirement occurring in one is as binding as though occurring in all. The documents are intended to be complementary; however, in the case of discrepancy, SPECIFICATIONS will govern over the Instructions to Bidders.

18. BINDING EFFECT

Upon the execution of this AGREEMENT by ACHD, it shall be binding upon and inure to the benefit of the parties hereto and their successors.

19. ENTIRE AGREEMENT - MODIFICATION

This AGREEMENT and the CONTRACT DOCUMENTS constitute the entire understanding between the parties with respect to this transaction. Any modification must be in writing and signed by both parties.

20. ASSIGNMENT

No order or any interest in this AGREEMENT shall be transferred by VENDOR without the written approval of ACHD.

21. AGREEMENT SUPPLEMENTED BY UNIFORM COMMERCIAL CODE

Both parties agree that the Uniform Commercial Code (UCC) adopted in Idaho as Title 28, Chapters 1 through 12, especially Chapter 2, Sale of Goods, shall govern the parties’ relationship with regard to the ITEM(s) to the extent that the UCC does not conflict with any provision specifically set forth in this AGREEMENT and the CONTRACT DOCUMENTS.

22. DUTIES OF THE PARTIES

The VENDOR does herein agree to undertake its duties as set forth in the CONTRACT DOCUMENTS for the sale and delivery of ITEM(s). ACHD does herein agree to accept ITEM(s) conforming to the SPECIFICATIONS, provide notice to cure any non-conforming ITEM(s), and pay monies owed the VENDOR pursuant to ACHD acceptance of conforming ITEM(s).

23. TERMINATION BY VENDOR

The parties agree that the VENDOR may terminate this AGREEMENT for cause based upon the failure of ACHD to tender payment as set forth in Payment.

24. TERMINATION BY ACHD

A. ACHD may terminate for cause if VENDOR:

1. Fails to execute this AGREEMENT; or

2. Fails to begin performance under the terms of this AGREEMENT in a timely manner; or

3. Fails to furnish conforming ITEM(s) and fails to cure after notice has been given; or

4. Performs any service required in SPECIFICATIONS unsuitably or performs work anew as may be rejected as unacceptable and unsuitable; or

5. Fails to continue to perform pursuant to the CONTRACT DOCUMENTS; or

6. Becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency; or

7. Makes assignment for the benefit of creditors; or

8. For any other cause whatsoever, fails to perform the duties set forth in this AGREEMENT and the CONTRACT DOCUMENTS in an acceptable manner.

B. ACHD may terminate this AGREEMENT without cause if ACHD determines that such termination is in the best interests of ACHD. ACHD shall deliver a Notice of Termination to the VENDOR specifying when such termination shall become effective and what remaining performance by the VENDOR or furnishing of ITEM(s) will be authorized and compensated.

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C. In the event ACHD terminates this AGREEMENT with cause as set forth in Sub-Section (A), any costs and charges incurred by ACHD, together with the cost of completing the work under the CONTRACT DOCUMENTS, will be deducted from any monies due or which may become due the VENDOR. If such expense exceeds the sum which would have been payable under the AGREEMENT, then the VENDOR and his SUPPLY BOND, if required, shall be liable and shall pay to ACHD the amount of the excess. If it is determined that the VENDOR was not in default under Sub-Section (A), then the rights and obligations of the parties shall be the same as if termination had been made pursuant to Sub-Section (B).

D. In the event ACHD terminates this AGREEMENT without cause for the best interests of ACHD as set forth in Sub-Section (B), then:

1. After Receipt of Notice of Termination, the VENDOR shall submit to ACHD a termination claim no later than ninety (90) calendar days from effective date of termination. Upon failure of the VENDOR to submit a termination claim, ACHD may determine, on the basis of information available, the amount, if any, due to the VENDOR by reason of the termination and shall thereupon pay to the VENDOR the amount so determined.

2. VENDOR and ACHD may agree upon the whole or any part of the amount or amounts to be paid to the VENDOR by reason of the total or partial termination, provided that such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total contract price as reduced by the amount of payments other made and as further reduced by the contract price of the SPECIFICATIONS not yet completed.

25. NONAPPROPRIATION

If ACHD is precluded from committing to make certain future payments due hereunder, this paragraph will apply. ACHD has appropriated the funds necessary to make all payments when due under the Agreement during ACHD’s initial fiscal period during the Agreement term. ACHD agrees that in each succeeding fiscal year during the term of this Agreement, ACHD will take all necessary steps to make a timely appropriation of funds in order to pay the payments due hereunder during that period, subject to the annual appropriations limitation imposed upon ACHD under state law. In the event that despite the best efforts of ACHD, ACHD determines that funds for any amounts under this Agreement will not be available or cannot be obtained during any succeeding fiscal period, ACHD may terminate this Agreement prior to the commencement of such succeeding fiscal period by giving written notice to CONTRACTOR/CONSULTANT/VENDOR of such determination at least 60 days prior to the first day of such succeeding period for which an appropriation has not been made by ACHD.

26. FORUM, GOVERNING LAW

This AGREEMENT and the integrated CONTRACT DOCUMENTS shall be governed by, construed, and enforced in accordance with the laws of the State of Idaho. The proper forum for any legal action that may arise under this AGREEMENT and the CONTRACT DOCUMENTS shall be the Fourth Judicial District of the State of Idaho, in and for the County of Ada.

27. ARBITRATION

Either party may request any dispute arising out of this AGREEMENT be resolved by submitting the dispute to arbitration as provided in Section 7-901 et seq Idaho Code by providing written notice to the other party as provided in Submittals.

28. ATTORNEY FEES

In any action arising under this AGREEMENT, the unsuccessful party therein agrees to reimburse the prevailing party for its attorney fees, expended or incurred, in connection therewith.

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29. ACHD OFFICIALS, AGENTS, AND EMPLOYEES NOT PERSONALLY LIABLE

It is agreed by the parties that in no event shall any official, officer, agent, or employee of ACHD be held in any way personally responsible for any covenant or agreement herein contained, whether expressed or implied, nor for any statement or representation made.

30. DISCRIMINATION PROHIBITED

Notwithstanding the foregoing; in performing this AGREEMENT, VENDOR shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, genetic information, national origin, age or non-job related handicap or because of prior military service or current military status, and shall comply with all applicable Federal and state laws and regulations and executive order of governmental agencies relating to civil and human rights.

31. ACKNOWLEDGMENT OF NON-EMPLOYMENT

VENDOR certifies, warrants, covenants, and agrees that in compliance with Idaho Code § 40-1309 and ACHD Policy Section 2033.4.4, no Ada County Highway District commissioner, director, employee and/or their family member is or shall be contractually or otherwise interested, directly or indirectly, in this AGREEMENT nor in any business providing services under the AGREEMENT whether as a prime, sub, or independent contractor, or employee thereof. For purposes of this paragraph, a family member is defined as any person related to an Ada County Highway District commissioner, director, employee by blood, adoption, or marriage within the second degree and shall mean a father, mother, son, daughter, brother, sister, grandfather, grandmother, grandson, or granddaughter, in full, half, step, or in-law.

32. NEGLIGENCE/INDEMNITY

VENDOR agrees to indemnify, defend, release and save and hold harmless ACHD and its respective officers, board, commission, employees, agents and contractors from and against: (1) any and all damages, including but not limited to loss of use, to property or injuries to or death of any person or persons (including but not limited to property and officers, agents and employees of ACHD), and (2) any and all claims, demands, suits, actions, liabilities, costs, expenses (including but not limited to reasonable attorney fees, expert witness fees and all associated defense fees), causes of action, or other legal, equitable or administrative proceedings of any kind or nature whatsoever, of or by anyone whomsoever, regardless of the legal theories upon which premised, including but not limited to contract, tort, express and/or implied warranty, strict liability, and worker’s compensation, in any way resulting from, connected with, or arising out of, directly or indirectly, the tortious or negligent actions or omissions of the VENDOR in connection with the operations or performance of this AGREEMENT, including actions or omissions of sub-consultants, and the acts or omissions, of the officers, employees, agents, representatives, invitees, or licensees of the VENDOR; provided however, that VENDOR need not indemnify ACHD or its officers, board members, agents and employees from the damages proximately caused by and apportioned to the negligence of ACHD or its officers, board members, agents and employees. This indemnity clause shall also cover ACHD defense costs in the event ACHD, in its sole discretion, elects to provide its own defense. VENDOR shall obtain, at its own expense, any additional insurance that it deems necessary for ACHD’s protection in the performance of this AGREEMENT. This defense and indemnification obligation of VENDOR shall survive the expiration or termination of this

AGREEMENT.

33. PUBLIC AGENCY CLAUSE

VENDOR agrees that the ITEM(s) and their prices contained in this AGREEMENT shall be extended to other Public Agencies defined in Idaho Code 67-2327 and in accordance with the provisions of Idaho Code 67-2803(1). ACHD advises that it is the responsibility of the Public Agency to independently contract, issue purchase orders, et al., with the VENDOR and/or comply with any other applicable provisions of Idaho Code governing public contracting.

34. CERTIFICATION OF ANTI-BOYCOTT AGAINST ISRAEL

VENDOR certifies in compliance with Idaho Code § 67-2346, the “Anti-Boycott Against Israel Act” (the “Act”), that it is a “company” not currently engaged in, and will not for the duration of this

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AGREEMENT, engage in a “boycott” of goods or services from the “state of Israel” or “territories under its control” as those terms are defined in the Act. This provision does not apply to the following agreements: 1. Those with a total potential dollar value of less than $100,000 or 2. Those with any VENDOR having less than 10 employees at the time of execution of this AGREEMENT.

35. GOVERNMENT OF CHINA PROHIBITION CERTIFICATION

VENDOR certifies in compliance with Idaho Code § 67-2359, prohibiting public entities in Idaho from entering into contracts with companies owned or operated by the “government of China”, that it is a “company” not currently owned or operated by the “government of China” and that it will not for the duration of this AGREEMENT, be owned or operated by the “government of China” as those terms are defined in Idaho Code § 67-2359.

36. SPECIFIED INDIVIDUAL OR COMPANY BOYCOTT PROHIBITION CERTIFICATION

VENDOR verifies in compliance with Idaho Code § 67-2347A , that it is a "company" not currently engaged in and will not for the duration of this AGREEMENT engage in, a "boycott", as those terms are defined in Idaho Code § 67-2347A , of those certain individuals or companies described in Idaho Code § 67-2347A. This provision does not apply to the following agreements: Those with any CONSULTANT/VENDOR/CONTRACTOR having less than 10 employees at the time of execution of this AGREEMENT and where the agreement has a dollar value of less than $100,000.

37. WARRANTY OF AUTHORITY TO EXECUTE

A. The person executing this AGREEMENT on behalf of ACHD represents and warrants due authorization to do so on behalf of ACHD, and that upon execution of this AGREEMENT on behalf of ACHD, the same is binding upon, and shall enure to the benefit of, ACHD.

B. The person executing this AGREEMENT on behalf of VENDOR represents and warrants due authorization to do so on behalf of VENDOR, and that upon execution of this AGREEMENT on behalf of VENDOR, the same is binding upon, and shall enure to the benefit of VENDOR.

IN WITNESS WHEREOF, the parties have executed this AGREEMENT, the day, month and year first above-written.

ADA COUNTY HIGHWAY DISTRICT

By: ________________________________

VENDOR

By: ________________________________

The Ada County Highway District (ACHD) is committed to compliance with Title VI of the Civil Rights Act of 1964 and related regulations and directives. ACHD assures that no person shall on the grounds of race, color, national origin, gender, disability or age, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any ACHD service, program or activity.

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VENDOR

STATE OF ________)

) ss.

County of ________ )

On this ___ day of __________, 20___, before me, _____________________, a Notary Public in and for the State of _______, personally appeared ________________________, known or identified to me to be the person who executed this instrument, and acknowledged to me that he/she executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day month and year in this certificate first above written.

Notary Public for ________

Residing at:

My commission expires:

ADA COUNTY HIGHWAY DISTRICT:

STATE OF _____________)

) ss.

County of ______________)

On this ___ day of __________, 20___, before me, _____________________, a Notary Public in and for the State of Idaho, personally appeared ________________________, known or identified to me to be the ____________________________ for Ada County Highway District, the person who executed this instrument on behalf of said District, and acknowledged to me that the Ada County Highway District executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public for Idaho

Residing at:

My commission expires:

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Exhibit “A”

SPECIFICATIONS

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Exhibit “B”

PAYMENT SCHEDULE

A. For the provision and delivery of the ITEM(s), as specified in the Exhibit “A”, SPECIFICATIONS/ SCOPE OF WORK, ACHD agrees to pay an amount Not-to-Exceed ___________________________ States Dollars and ___________ Cents ($000,000.00) to the VENDOR as provided in Section 3, Payment.

B.

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Exhibit “C”

DELIVERY SCHEDULE

VENDOR and ACHD herein agree that the ITEM(s) as set forth in the Section 2 is/are required to be delivered within _____ (___) calendar days from the date of the Purchase Order of this AGREEMENT as provided in Section 4, Time for Delivery and Extensions.