CTPA Contract Adoption Process and Due Diligence Documentation

As stated in the CTPA Interlocal Agreement, Item 6, Purchasing Authority:

"One of the most valuable resources available to CTPA members is the ability to adopt contracts that have been awarded by other CTPA member districts. By adopting a contract from another CTPA member district, the adopting district has met the competitive bidding requirements established by the Texas Education Code, Section 44.031(a)(4) and as required by the adopting district’s policies. Below are guidelines and best practices for the adoption of a contract through the CTPA Interlocal Agreement."

Requirements for Contract Adoption

In order for a contract to be eligible for adoption, the following requirements must be met:

1. Both the adopting district and the district that awarded the contract must be active members of the Central Texas Purchasing Alliance (CTPA).

2. The contract must be current/active at the time of adoption.

3. The awarded vendor must be in agreement with the adoption by another CTPA member (suggested the adopting member district use the CTPA Adoption Request Letter).

NOTE: Contracts that were awarded prior to a new district becoming a CTPA member are eligible for adoption through the CTPA Interlocal Agreement. Example: District A is a current member and awarded a contract one year ago. A new member, District B, joins today. The District A contract is available for use by District B once their membership has been finalized.

CTPA Adoption Clause

Though not required, it is highly encouraged that all member districts include the following clause in their solicitations to inform responding vendors that, if awarded, the contract will be eligible for adoption by other CTPA member districts.

Interlocal Agreement with Other School Districts

A. Membership. (District Name) is a member in good standing of the of the Central Texas Purchasing Alliance (CTPA), an alliance of over 100 school districts in Texas representing millions of students, sharing information, services and contractual opportunities. CTPA is an alliance created in accordance with Section 791.001 of the Texas Government Code through interlocal agreements.

B. Adoption of Awarded Contracts. In support of this collaborative effort, all awards made by (District Name) may be adopted by other active CTPA member districts. By adopting a contract from another CTPA member district, the adopting district has met the competitive bidding requirements established by the Texas Education Code, Section 44.031(a)(4) and as required by the adopting district’s policies. There is no obligation on either party to participate unless both parties agree. The goods and services provided under the contract will be at the same or better contract pricing and purchasing terms established by the originating district.

C. Document Sharing between Members. To assist an adopting member district in establishing their supporting documentation, the awarded vendor’s response and related documents owned by the originating district may be shared without prior notification to the awarded vendor, unless the vendor at the time of their response to the original solicitation clearly annotates that such sharing of their response is to not occur without prior permission of the vendor.

D. Adopted Contract Management. The adopting district shall be responsible for the management of the new contract and all payments to the contracted vendor. The originating district shall have no responsibilities under the new contract agreement. Upon adoption of the contract by the adopting CTPA member district, the original term of the contract and any renewal or extension options allowed under the original contract shall then transfer to the adopted contract, and such renewals options may be executed by the adopting member district at its sole discretion and independently of the originating member district’s decision to execute such renewal options on the original contract.

Please note that this clause is not required to be included in a member district’s solicitation in order for the contract to be eligible for adoption. As a CTPA member district, every awarded contract is eligible for adoption through the CTPA Interlocal Agreement whether or not this clause is included in the solicitation.

Contract Adoption Process and CTPA Contract Adoption Letter

If another CTPA member district has awarded a contract that another member district wishes to adopt, the steps below have been established as the best practice for navigating the adoption process.

1. Adopting district will contact the originating district to request the “Due Diligence Documents”. These are the documents related to the solicitation and award that the adopting district will need to review to ensure the awarded contract meets their needs and is in compliance with their district's procurement policies:

a. Original solicitation documents including any addenda

b. Awarded vendor’s response to the solicitation

c. Tabulation/Evaluation document(s)

d. Notice of Award from awarding district to vendor including any signed contract documents and contract extensions

NOTE: If EDGAR compliance is required by the adopting district, the adopting district may request documentation of the vendor’s EDGAR certification from the originating district. NOTE: If the originating district did not obtain EDGAR certification through their solicitation, the adopting district may request it from the vendor during the adoption process to make the contract compliant with EDGAR guidelines.

2. Adopting district will contact the awarded vendor to obtain agreement (written preferred as a best practice) with contract adoption. This may be completed using the CTPA Adoption Request Letter (not required).

3. Once mutual agreement of the contract adoption has been established, adopting district sends the notice of award to the vendor using CTPA Adoption Award Letter (optional).

Vendor Obligation

Vendors are not obligated to accept other CTPA members requests to adopt their awarded contracts from other member districts. It may not be advantageous or possible for a vendor to allow adoption due to geographic location, volume-based pricing, etc. As stated in the CTPA Adoption Request Letter, the goods and services provided under the adopted contract shall be at the same or better pricing and purchasing terms established by the originating district unless more restricted provisions are agreed upon by the vendor and the adopting member district.

If services are being rendered through the adopted contract, the adopting district must obtain their own liability insurance certificate from the vendor, if applicable.

Adopted Contract Management

Once a contract has been adopted, it is important to remember that the adopting district has effectively awarded their own contract to that vendor. The originating district does not retain any ownership in an adopted contract. While the base terms and conditions of the initial award must remain the same, the adopting district is now responsible for executing any remaining extension options included in the contract and may do so whether or not the originating district chooses to extend their contract. The adopting district may only extend the contract for the number of extension periods that were remaining at the time of adoption.