BASIC CONTRACTS CHECKLIST

Purchasing Procedures Followed?

□ Have the applicable procurement laws, as well as district Regulations policies and procedures been
followed?
□ Was a form of Agreement or contract terms and conditions included in the procurement documents?
If so, does the proposed Agreement conform to the procurement requirements?
Do I Have The Entire Agreement?
□ Is the Agreement complete (i.e., are all pages accounted for and have all exhibits and attachments
been provided)?
Parties.
□ Are all references to the parties, including references in (1) the first paragraph of the Agreement, (2)
the abbreviations or defined terms referring to the parties, and (3) the signature blocks, accurate,
complete and consistent?
Effective Date, Term and Termination.
□ Does the Agreement clearly state (1) the beginning or effective date, and (2) the ending or expiration
date?
□ Is there a Certificate of Acceptance or commercial term?
□ Does the agreement create financial obligations for the district outside of the current budget year?
□ If so, is there a multi-year source of funding such as a general revenue bond to fund the obligation or
is a non-appropriation clause or a provision providing the district a right to terminate the contract for
any reason or no reason?
□ Does the contact clearly set out the “events of default” and time periods allowed for cure?
□ Does the contract allow the district sufficient time to cure a default, taking into consideration how
often the Board meets?
Consideration/Payment Terms.
□ Does the Agreement clearly and accurately state the maximum amount that the district will be
obligated to pay under the Agreement?
□ Does the Agreement clearly establish place, time and method of payment?
□ Does any benefit flow to any entity or individual other than the district?
□ If so, is the predominant purpose to benefit the school district as a whole? Is the expenditure
appropriate or conducive to conduct of a public school? Are there controls in place to insure that the
benefit to the district is accomplished? Will the district receive a return benefit?
□ If so, has the Board of Trustees adopted a written resolution making these findings and setting out
facts that establish them?
Goods and Services, Duties and Obligations.
□ Is a detailed Scope of Work included, which defines what is to be done, the completion date and what
constitutes an acceptable result?
□ If for a product or non-professional service is there a detailed list of specifications included, providing
the criteria for performance design or both, or in the case of goods, quality, quantity and any other
details?
□ Are all duties and obligations of the district and the other party to the Agreement clearly stated so
that all parties know: (1) what the duties and obligation of each party are, (2) how those duties and
obligations will be performed, and (3) when those duties and obligations will be performed?

APPENDIX A
BASIC CONTRACTS CHECKLIST
© WALSH GALLEGOS 2016
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 Representations, Warranties, Duties and Obligations.
□ Has the other party asked the district to represent or warrant anything other than (1) the district’s
authority to sign the Agreement, or (2) clearly supported and accurate factual information?
□ Has another party asked the district to keep information confidential?
□ If so, is information that party considers confidential adequately identified?
□ Does the contract contain a provision stating that the information may be subject to release under
the Texas Public Information Act?
Insurance and Indemnity.
□ Has the other party asked the district to carry any kind or amount of insurance? If so, verify that the
district can provide the coverage and, if not, delete or modify the requirement.
□ Has the other party agreed to provide adequate insurance to the district based upon an evaluation of
the risks associated with this contract?
□ Does the Workers’ Compensation Insurance require a waiver of subrogation?
□ Are there requirements in the contract for the district to be named as an additional insured?
□ Is there a requirement for notification in the event of change or cancellation?
□ Is the insurance provider required to be licensed in Texas?
□ Is the insurance company reputable? A- or better?
□ Does the Agreement require the district to indemnify other parties to the Agreement from claims or
liability or hold other parties to the Agreement harmless from claims or liability? If so, it should be
deleted or conditioned “as permitted by Texas law…”
□ Does the Agreement require other parties to the Agreement to indemnify the district from claims or
liability or hold the district harmless from claims or liability?
Remedies and Damages.
□ Does the Agreement contain a limitation on or waiver of another party’s liability?
□ Does the Agreement contain the dispute resolution (arbitration or mediation) provision?
□ Does the Agreement contain a provision that attempts to change or limit the time period during which
the district may file a cause of action or lawsuit against the other party based on a breach of the
Agreement?
□ Does the Agreement contain a provision for Liquidated Damages? If so, does the per day amount
roughly approximate the damages likely to fall upon the district in the event of delay in completion?
□ Does the Agreement contain a provision waiving Consequential Damages? If so, is the waiver
mutual?
Miscellaneous.
□ Does the Agreement contain a provision selecting Texas law and local venue?
□ Does the Agreement contain a provision confirming that the district does not waive its governmental
immunity?

The information in this Appendix was created by Walsh Gallegos Treviño Russo & Kyle P.C. It is
intended to be used for general information only and is not to be considered specific legal advice.
If specific legal advice is sought, consult an attorney.

This Checklist is not exhaustive, and is not tailored for any specific type of contract.

APPENDIX A
BASIC CONTRACTS CHECKLIST
© WALSH GALLEGOS 2016
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