Standard Contract Form Presentation

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Standard Contract FormStandard Contract Form(Web Cast held 5/2007 - Presentation Updated 8/2007)(Web Cast held 5/2007 - Presentation Updated 8/2007)

Office of the ComptrollerOffice of the Comptroller

• Questions and other assistance can be Questions and other assistance can be obtained by emailing:obtained by emailing:

[email protected]@state.ma.us

Printing This Presentation Printing This Presentation

• To print, under Print functionsTo print, under Print functions• Under “Print what” select “handouts”Under “Print what” select “handouts”• Under “Color/grayscale” select “black and Under “Color/grayscale” select “black and

white”white”• Select number of slides per page (3 or less) Select number of slides per page (3 or less)

Highlights of Policy UpdatesHighlights of Policy Updates

• AmendmentsAmendments• RenewalsRenewals• ExtensionsExtensions• Settlement and ReleaseSettlement and Release• Standard Contract FormStandard Contract Form

Please see Please see Open/Close InstructionsOpen/Close Instructions and and Amendments policyAmendments policy for changes for changes

GOALSGOALS

1.1. Reduce paperwork and number of formsReduce paperwork and number of forms

2.2. Make paperwork process more efficientMake paperwork process more efficient

3.3. Make paperwork more reflective of actual Make paperwork more reflective of actual performance obligationsperformance obligations

State Finance Law RemindersState Finance Law Reminders

• Contractors may not incur an Contractors may not incur an obligation payable by the obligation payable by the Commonwealth prior to “Commonwealth prior to “legal legal authorizationauthorization” by a Department” by a Department


• The “The “legal authorizationlegal authorization” to incur an ” to incur an obligation is a Contract, Amendment or obligation is a Contract, Amendment or ExtensionExtension

• Therefore, with the exception of incidental Therefore, with the exception of incidental purchases, or emergencies, purchases, or emergencies, Contracts, Contracts, Amendments, Extensions must be “in place” Amendments, Extensions must be “in place” priorprior to a Contractor incurring an obligation. to a Contractor incurring an obligation.

When is an obligation incurred?When is an obligation incurred?

Review Review Bill Payment PolicyBill Payment Policy


• GoodsGoods – when order placed, payment is triggered – when order placed, payment is triggered when goods deliveredwhen goods delivered

• ServicesServices – – • When services are authorized to begin, ORWhen services are authorized to begin, OR• For performance-based obligations, when the milestone For performance-based obligations, when the milestone

triggering a payment obligation is delivered (when a triggering a payment obligation is delivered (when a contractor not paid for any performance until milestone contractor not paid for any performance until milestone achieved); ORachieved); OR

• When the contractor has provided possession or When the contractor has provided possession or committed (reserved) access to goods or services on committed (reserved) access to goods or services on behalf of the department for a period of time, such as behalf of the department for a period of time, such as rentals, leases, TELPs, on-call service or maintenance, rentals, leases, TELPs, on-call service or maintenance, subscriptions and hotel reservationssubscriptions and hotel reservations


• Grants Grants – financial assistance is not a – financial assistance is not a fee-for-service for the Department)fee-for-service for the Department)• When grantee incurs costs intended to be When grantee incurs costs intended to be

paid under the grant, ORpaid under the grant, OR• The date a grant payment is due if grant is The date a grant payment is due if grant is

not performance based,not performance based,• Date milestone fulfilled for performance Date milestone fulfilled for performance

based grants (no payment obligation if based grants (no payment obligation if milestone not met)milestone not met)

When is Formal Amendment Required?When is Formal Amendment Required?

• Amendments, Suspensions and TerminatiAmendments, Suspensions and Termination Policyon Policy clarifies that a formal Amendment will be clarifies that a formal Amendment will be required for required for significantsignificant or “ or “materialmaterial” ” changes to the performance expectations changes to the performance expectations or obligations in a Contract (e.g., or obligations in a Contract (e.g., Maximum obligation, dollars, volume of Maximum obligation, dollars, volume of services, new services, duration.) services, new services, duration.)

• Departments can document process for minor Departments can document process for minor changes as part of RFR or Contract.changes as part of RFR or Contract.


AMENDMENTS - OPTIONS TO RENEW AMENDMENTS - OPTIONS TO RENEW • Amendment to renew must be executed Amendment to renew must be executed on or before on or before

termination datetermination date• Failure to execute a timely Amendment will result in Failure to execute a timely Amendment will result in

contract terminationcontract termination• Once a contract terminates, new performance must stop Once a contract terminates, new performance must stop

and a contract may not be “revived” retroactively back to and a contract may not be “revived” retroactively back to the termination date.the termination date.

(i.e., “(i.e., “legal authorizationlegal authorization” must be” must be in place prior to new performance.)in place prior to new performance.)

What if Amendment may not be executed What if Amendment may not be executed on or before termination date? on or before termination date?

• Provide Provide Written Notice of Contract Written Notice of Contract ExtensionExtension (not to exceed 30 days) to (not to exceed 30 days) to enable execution of Amendment. enable execution of Amendment. • Not a new policy – available since 2004 Not a new policy – available since 2004 • Extension is not “effective” until dExtension is not “effective” until date the ate the

Contractor Contractor confirmsconfirms receipt of the notice of receipt of the notice of extension.extension.

• Extension provides “Extension provides “legal authorizationlegal authorization” for ” for new performance until Amendment is in placenew performance until Amendment is in place

LIMITED 30-DAY CONTRACT EXTENSIONLIMITED 30-DAY CONTRACT EXTENSION

Other Requirements:Other Requirements:• Must be “allowable” under procurement authorizationMust be “allowable” under procurement authorization. .

(Unless also doing an “Interim” Contract or Grant.) (Unless also doing an “Interim” Contract or Grant.) • NOT NOT for “new” Contractsfor “new” Contracts.. • Must be supported by sufficient fundingMust be supported by sufficient funding• Allows MMARS encumbrance modification to add up Allows MMARS encumbrance modification to add up

to 30 days to current encumbrance (if payments are to 30 days to current encumbrance (if payments are needed prior to Amendment)needed prior to Amendment)

• Attach extension documentation to Amendment Attach extension documentation to Amendment documentation when Amendment completed. documentation when Amendment completed.

Updated Updated Standard Contract and Amendment FormStandard Contract and Amendment Form

• The The Standard Contract FormStandard Contract Form and and Standard Standard Contract AmendmentContract Amendment FormForm have been merged have been merged into one form into one form • Comment period ended May 28Comment period ended May 28thth

• Contract form live June 8, 2007Contract form live June 8, 2007• Limited grandfathering of old forms for Limited grandfathering of old forms for

contracts/amendments and procurements in contracts/amendments and procurements in process (based upon Department needs)process (based upon Department needs)

• Should be used for procurements in progress if Should be used for procurements in progress if Responses have not yet been submitted.Responses have not yet been submitted.

• Should be used for all amendments done after June Should be used for all amendments done after June 8, 20078, 2007

Standard Contract FormStandard Contract Form• Department selects box for either a:Department selects box for either a:

• New ContractNew Contract (new performance not part of (new performance not part of extension, renewal or amendment) (LEFT SIDE)extension, renewal or amendment) (LEFT SIDE)

• Amendment/RenewalAmendment/Renewal (even if related contract (even if related contract has expired) (RIGHT SIDE)has expired) (RIGHT SIDE)

• Department completes required info and Department completes required info and attaches required supporting documentation attaches required supporting documentation

Standard Contract Form ContentsStandard Contract Form Contents

• see see State Finance Law and State Finance Law and Requirements PolicyRequirements Policy (Contracts Policies) (Contracts Policies) andand

• Quick Reference for Contracts, Grants, Quick Reference for Contracts, Grants, ISAs and ChargebacksISAs and Chargebacks under Contract under Contract Job AidsJob Aids

Both are being updated to reflect new ContractBoth are being updated to reflect new Contract

REMINDERREMINDERNEGOTIATE NEGOTIATE PROMPT PAY DISCOUNTSPROMPT PAY DISCOUNTS AND AND EFTEFT

DURING CONTRACT DURING CONTRACT ANDAND AMENDMENT PROCESS AMENDMENT PROCESS

• Departments should negotiate use of Departments should negotiate use of Electronics Electronics Funds Transfer (EFT)Funds Transfer (EFT) and and Prompt Payment Prompt Payment DiscountsDiscounts whenever a Contract whenever a Contract oror an Amendment an Amendment is negotiatedis negotiated..

• Prompt Pay Discounts now on Standard Contract Prompt Pay Discounts now on Standard Contract Form and separate form does not have to be Form and separate form does not have to be obtainedobtained

““Effective Date”Effective Date” Remains the Same Remains the Same

• Legal “Legal “Effective DateEffective Date” is still the ” is still the latest latest date date the Contract/Amendment is signed the Contract/Amendment is signed by Authorized Signatories of the by Authorized Signatories of the Contractor, the Department, a later date Contractor, the Department, a later date listed in the Contract or Amendment or the listed in the Contract or Amendment or the date of any required approvals. date of any required approvals.

What’s New?What’s New?

• ““Effective Date”Effective Date” applies to Amendments applies to Amendments (previous policy allowed amendments at any (previous policy allowed amendments at any time prior to end date)time prior to end date)

• Therefore, Amendments must be in place Therefore, Amendments must be in place (“(“legal authorization to incur obligationslegal authorization to incur obligations”) ”) prior prior to obligations being incurred based to obligations being incurred based upon the Amendment. upon the Amendment.

• Timing of Amendment execution will now Timing of Amendment execution will now depend upon when the Amendment depend upon when the Amendment obligations start.obligations start.


Examples:Examples:• Amendment to add new performance that won’t Amendment to add new performance that won’t

start immediately should be executed prior to the start immediately should be executed prior to the start of the new performancestart of the new performance

• Amendment to add additional units of Amendment to add additional units of performance to existing scope and budget, may performance to existing scope and budget, may be executed later in fiscal year prior to these be executed later in fiscal year prior to these units being obligated, but should be executed as units being obligated, but should be executed as early as possible to ensure sufficient funds are early as possible to ensure sufficient funds are set aside and Contractor commits to set aside and Contractor commits to performance.performance.


• There is a new process for:There is a new process for:• Late executed “new” contracts Late executed “new” contracts

andand• Notice of Contract ExtensionNotice of Contract Extension and and

AmendmentsAmendments (which may now still be done (which may now still be done afterafter the termination date of a Contract.) the termination date of a Contract.)

Old ProcessOld Process

• Previous restriction prohibited an extension or Previous restriction prohibited an extension or amendment amendment afterafter the termination date. the termination date.

• For lapsed contracts and for late executed “new” For lapsed contracts and for late executed “new” contracts, Departments were required to obtain:contracts, Departments were required to obtain:• a Settlement and Release Form (for obligations outside of a Settlement and Release Form (for obligations outside of

contract), andcontract), and• New Contract (even if renewal amendment was already New Contract (even if renewal amendment was already

executed)executed)• Goals:Goals:

• require paperwork to encourage timely compliance require paperwork to encourage timely compliance • support policy that dead contracts can not be retroactively support policy that dead contracts can not be retroactively

“revived”.“revived”.• Document performance and lock in costs for “out of scope” Document performance and lock in costs for “out of scope”

performance so Contractor couldn’t come back at a later date performance so Contractor couldn’t come back at a later date for more money. for more money.


• New process accomplishes same goals by New process accomplishes same goals by allowing any obligations incurred allowing any obligations incurred priorprior to to Effective DateEffective Date of a of a New ContractNew Contract, or an , or an ExtensionExtension or or AmendmentAmendment (“outside the (“outside the scope of the contract”) to be “Settled” as scope of the contract”) to be “Settled” as part of the part of the Standard Contract FormStandard Contract Form..

New process does NOT prevent New process does NOT prevent Audit or Quality Assurance findings for allowing Audit or Quality Assurance findings for allowing performance to occur without a Contract in placeperformance to occur without a Contract in place

However, However, newnew process: process:

• Provides more Provides more efficient efficient way to document performance if an way to document performance if an inadvertent lapse occurs;inadvertent lapse occurs;

• Prevents lapse in performance;Prevents lapse in performance;• Allows Department to continue to take advantage of prompt Allows Department to continue to take advantage of prompt

payment discounts since payments are not delayed;payment discounts since payments are not delayed;• Does not retroactively “revive” a contract back to the “start Does not retroactively “revive” a contract back to the “start

date”date” but instead includes all performance under but instead includes all performance under single single Contract document and MMARS encumbrance to enable Contract document and MMARS encumbrance to enable payments back to the start date;payments back to the start date;

• Documents that both Contractor and Department are Documents that both Contractor and Department are admitting to performance outside scope (to encourage admitting to performance outside scope (to encourage future compliance);future compliance);

• Protects Commonwealth from future claims for “additional Protects Commonwealth from future claims for “additional costs” for Settled performance.costs” for Settled performance.

Updated Updated Standard Contract FormStandard Contract Form

• Departments should enter the date Departments should enter the date obligations will be incurredobligations will be incurred (or the date the (or the date the legal authorization to begin performance) legal authorization to begin performance) under “START DATE”.under “START DATE”.

• Departments will then select either that:Departments will then select either that:1.1. No obligations were incurred prior to the No obligations were incurred prior to the

Effective DateEffective Date , OR , OR2.2. Performance incurred prior to the Performance incurred prior to the Effective Effective

DateDate is included as a “Settlement” as part of is included as a “Settlement” as part of the Contract/Amendment.the Contract/Amendment.


• Departments will enter the MMARS Departments will enter the MMARS transaction to match which selection transaction to match which selection is made:is made:

• The start date in MMARS will either be The start date in MMARS will either be the “the “Effective DateEffective Date ” or” or

• The date obligations were incurred, if The date obligations were incurred, if prior to the prior to the Effective DateEffective Date

EXAMPLE #1EXAMPLE #1

• New Contract with Start date listed as 7/1/07New Contract with Start date listed as 7/1/07• Effective date (execution dates) 6/25/07Effective date (execution dates) 6/25/07• Check box #1 no performance < Effective DateCheck box #1 no performance < Effective Date• performance actually starts 7/1/07performance actually starts 7/1/07• Contract timely executedContract timely executed• MMARS reflects 7/1/07 start dateMMARS reflects 7/1/07 start date


• New Contract with Start date listed as 7/1/07New Contract with Start date listed as 7/1/07• Effective date (execution dates) 8/25/07 Effective date (execution dates) 8/25/07 • Check box #2 performance < Effective Date Check box #2 performance < Effective Date

included as settlementincluded as settlement• performance actually started 7/1/07performance actually started 7/1/07• Contract not timely executed, but incorporates Contract not timely executed, but incorporates

settlement performance from 7/1/07 - 8/25/07settlement performance from 7/1/07 - 8/25/07• MMARS may reflect 7/1/07 start dateMMARS may reflect 7/1/07 start date• NOTE: contract is not revived back to 7/1/07, only NOTE: contract is not revived back to 7/1/07, only

payments are authorized for 7/1/07-8/25/07.payments are authorized for 7/1/07-8/25/07.


• Contract Expires 6/30/07Contract Expires 6/30/07• Amendment Start date listed as 7/1/07Amendment Start date listed as 7/1/07• Effective date (execution dates) 6/25/07Effective date (execution dates) 6/25/07• Check box #1 no performance < Effective DateCheck box #1 no performance < Effective Date• performance actually starts 7/1/07performance actually starts 7/1/07• Amendment timely executedAmendment timely executed• MMARS reflects 7/1/07 start dateMMARS reflects 7/1/07 start date


• Contract expires 6/30/07Contract expires 6/30/07• Amendment with Start date listed as 7/1/07Amendment with Start date listed as 7/1/07• Effective date (execution dates) 8/25/07Effective date (execution dates) 8/25/07• Check box #2 performance < Effective Date included as Check box #2 performance < Effective Date included as

settlementsettlement• performance actually started 7/1/07performance actually started 7/1/07• Amendment not timely executed, but incorporates Amendment not timely executed, but incorporates

settlement performance from 7/1/07 - 8/25/07settlement performance from 7/1/07 - 8/25/07• MMARS may reflect 7/1/07 start dateMMARS may reflect 7/1/07 start date• NOTE: contract is not revived back to 7/1/07, only NOTE: contract is not revived back to 7/1/07, only

payments are authorized for 7/1/07-8/25/07.payments are authorized for 7/1/07-8/25/07.


• Contract expires 6/30/07Contract expires 6/30/07• Amendment with Start date listed as 7/1/07Amendment with Start date listed as 7/1/07• Effective date (execution dates) 8/25/07Effective date (execution dates) 8/25/07• Performance not scheduled to start under scope Performance not scheduled to start under scope

and does not start until Effective dateand does not start until Effective date• Check box #1 No performance < Effective DateCheck box #1 No performance < Effective Date• Amendment timely executed, because no Amendment timely executed, because no

performance prior to Effective Dateperformance prior to Effective Date• MMARS must reflect 8/25/07 as start dateMMARS must reflect 8/25/07 as start date


• Contract Expires 6/30/07Contract Expires 6/30/07• Amendment can not be done by 6/30/07Amendment can not be done by 6/30/07• Department sends notice of Contract Extension through Department sends notice of Contract Extension through

7/31/07 an receives confirmation by 6/30/077/31/07 an receives confirmation by 6/30/07• Contract properly extended through 7/31/07Contract properly extended through 7/31/07• MMARS updated to extend dates and allow payments through MMARS updated to extend dates and allow payments through

7/31/077/31/07• Amendment Start date listed as 8/1/07Amendment Start date listed as 8/1/07• Effective date (execution dates) 7/25/07Effective date (execution dates) 7/25/07• Check box #1 no performance < Effective DateCheck box #1 no performance < Effective Date• Amendment timely executedAmendment timely executed• MMARS extends end dateMMARS extends end date

Option #1 or Option #2?Option #1 or Option #2?

• Option #1 is checked only if the SCF is Option #1 is checked only if the SCF is being executed by both the Dept and being executed by both the Dept and Contractor PRIOR to the Anticipated Start Contractor PRIOR to the Anticipated Start Date of the Contract or Amendment.Date of the Contract or Amendment.

• Option #2 is checked whenever the SCF Option #2 is checked whenever the SCF will NOT be executed by both the Dept will NOT be executed by both the Dept and Contractor PRIOR to the Anticipated and Contractor PRIOR to the Anticipated Start Date of the Contract or Amendment. Start Date of the Contract or Amendment.

What if?What if?

• QUESTIONQUESTION: What if I filled out Option #1 and the : What if I filled out Option #1 and the Contractor signed prior to the Anticipated Start Date, but Contractor signed prior to the Anticipated Start Date, but my Department did not sign prior to this date?my Department did not sign prior to this date?

• ANSWERANSWER: If the Department allowed performance to : If the Department allowed performance to begin prior to the Department signing the Contract, this begin prior to the Department signing the Contract, this performance is not covered under the Contract and the performance is not covered under the Contract and the Contract/Amendment must be revised to check #2 and Contract/Amendment must be revised to check #2 and have this initialed by Authorized Signatories of both have this initialed by Authorized Signatories of both parties. The Contract/Amendment does not have to be parties. The Contract/Amendment does not have to be resigned.resigned.

New Contract or Amendment?New Contract or Amendment?

• QUESTION.QUESTION. A contract expired on June 30, 2007. A contract expired on June 30, 2007. Renewals are authorized under the current procurement Renewals are authorized under the current procurement or authorized exception. Should we do a New Contract or authorized exception. Should we do a New Contract or an Amendment for the renewal or new performance?or an Amendment for the renewal or new performance?

• ANSWER:ANSWER: An An Amendment.Amendment. This is not a new contract This is not a new contract but a continuing contract under the same procurement or but a continuing contract under the same procurement or authorization. Therefore, one contract should be done authorization. Therefore, one contract should be done per procurement, with amendments for any renewals or per procurement, with amendments for any renewals or changes during the procurement period. Also, the changes during the procurement period. Also, the existing contract encumbrance must be modified to add existing contract encumbrance must be modified to add the renewal line (s), rather than starting a new DOC ID.the renewal line (s), rather than starting a new DOC ID.

Amendment DatesAmendment DatesBe sure to include accurate dates for Be sure to include accurate dates for

Amendments. You must include 4 dates:Amendments. You must include 4 dates:

Current dates Prior to AmendmentCurrent dates Prior to Amendment::

1. Original start date of contract1. Original start date of contract

2. Date Contract terminates (prior to amendment)2. Date Contract terminates (prior to amendment)

Dates After Amendment:Dates After Amendment:

3. Amendment Anticipated Start date (date 3. Amendment Anticipated Start date (date obligations will start)obligations will start)

4. Contract end date (same as #2 if no change, 4. Contract end date (same as #2 if no change, or new termination date for renewals etc.) or new termination date for renewals etc.)

Pre Amendment Dates (Current Contract Dates)

Amendment Dates

ReminderReminderMMARS MUST MATCHMMARS MUST MATCH

CONTRACT, AMENDMENT OR EXTENSION CONTRACT, AMENDMENT OR EXTENSION

• MMARS considered the “official record” or “record MMARS considered the “official record” or “record copy” of fiscal activities and will supersede paper or copy” of fiscal activities and will supersede paper or other formats of the same information. other formats of the same information.

• Contracts, Amendments and Extensions must use the same MMARS Doc ID as the contract being amended or extended to keep all documentation together.

• The same MMARS Doc ID must be retained from year to year for the life of the contract and must appear on the top of all contract documents for Records Management and Audit purposes.

ReminderReminderMMARS MUST MATCHMMARS MUST MATCH

CONTRACT, AMENDMENT OR EXTENSION CONTRACT, AMENDMENT OR EXTENSION

• The Contract supporting documentation must identify all performance and costs being compensated under the Contract, including any settled obligations.

• MMARS must match the MMARS must match the full durationfull duration and and amountsamounts of underlying Contract, Amendment or Extensionof underlying Contract, Amendment or Extension

• Any “out year” of a multi-fiscal year contract within Any “out year” of a multi-fiscal year contract within the total duration without payment obligations must the total duration without payment obligations must still be reflected in MMARSstill be reflected in MMARS


• Incorporates the following “certifications” into Incorporates the following “certifications” into the “Contractor Certifications” of the attached the “Contractor Certifications” of the attached Instructions: Instructions: • Executive Order 481 CertificationExecutive Order 481 Certification• Northern Ireland CertificationNorthern Ireland Certification• Affirmative Action CertificationAffirmative Action Certification

• These Forms (and Prompt Payment Discount Form) These Forms (and Prompt Payment Discount Form) will still be available if Departments want this will still be available if Departments want this information as part of a procurement as a basis for information as part of a procurement as a basis for selection, but separate attachments no longer selection, but separate attachments no longer required.required.

CONTRACTOR CERTIFICATIONSCONTRACTOR CERTIFICATIONS

• By executing this Contract, the Contractor under the By executing this Contract, the Contractor under the pains and penalties of perjury,pains and penalties of perjury,• makes all the listed certifications and makes all the listed certifications and • has provided all required documentation and disclosures has provided all required documentation and disclosures

(identified below with an “(identified below with an “”), or shall provide any required ”), or shall provide any required documentation upon request, documentation upon request,

• and the Contractor agrees that all terms governing performance and the Contractor agrees that all terms governing performance of this Contract and doing business in Massachusetts are of this Contract and doing business in Massachusetts are attached to this Contract or incorporated by reference herein, attached to this Contract or incorporated by reference herein, including theincluding the

• terms of the applicable Commonwealth Terms and Conditionsterms of the applicable Commonwealth Terms and Conditions available at available at OSD FormsOSD Forms or or CTR Contract FormsCTR Contract Forms,,

• the terms of the attached the terms of the attached InstructionsInstructions, , • the Request for Response (RFR) or solicitation (if applicable), the Request for Response (RFR) or solicitation (if applicable), • the Contractor’s response to the RFR or solicitation (if applicable), the Contractor’s response to the RFR or solicitation (if applicable),

andand• any additional negotiated provisions:any additional negotiated provisions:

Other new terms: Other new terms: Contractor Information must match W-9Contractor Information must match W-9

• Contract Legal Address and Name must now match the W-9 Contract Legal Address and Name must now match the W-9 Legal Address and T&C Legal AddressLegal Address and T&C Legal Address

• This provides a way to verify that the VCUST vendor code and This provides a way to verify that the VCUST vendor code and remittance address is accurateremittance address is accurate

• Prompts updates when information does not matchPrompts updates when information does not match• Lessens returns of 1099s and IRS B-Notices for inaccurate Lessens returns of 1099s and IRS B-Notices for inaccurate

reporting informationreporting information• Please Check 1099I table in MMARS to verify Legal Address OR Please Check 1099I table in MMARS to verify Legal Address OR

query the CIW table “dbo_M_Reference_Vendor” including the query the CIW table “dbo_M_Reference_Vendor” including the TIN Address and the Modified Date to identify the Legal Address.TIN Address and the Modified Date to identify the Legal Address.

• Note: Be careful to pull the last updated record to ensure you Note: Be careful to pull the last updated record to ensure you have the most up to date record.have the most up to date record.

Other new terms: Other new terms: Carry over fundsCarry over funds..

• Multi-year contracts in which encumbered amounts in any fiscal Multi-year contracts in which encumbered amounts in any fiscal year that remain unexpended at the close of the fiscal year are year that remain unexpended at the close of the fiscal year are NOT automatically available for compensation for Contractor NOT automatically available for compensation for Contractor performance in subsequent fiscal years unless so authorized by performance in subsequent fiscal years unless so authorized by the Department. the Department.

• Operating funds revert (and are no longer available to spend)Operating funds revert (and are no longer available to spend)• Capital, Trust and Federal Funds balance forward, however:Capital, Trust and Federal Funds balance forward, however:

• Prudent contract management requires Departments to reconcile Prudent contract management requires Departments to reconcile performance and expenditures in each fiscal yearperformance and expenditures in each fiscal year and authorizing use and authorizing use of carry over amounts for performance in the subsequent fiscal of carry over amounts for performance in the subsequent fiscal year(s) either as part of amendments to the scope and budget of the year(s) either as part of amendments to the scope and budget of the Contract, and underlying MMARS transactions, or as part of the Contract, and underlying MMARS transactions, or as part of the original Contract performance terms and budget. original Contract performance terms and budget.

Other new terms: Other new terms: PaymentsPayments..

Not new policy – but added to instructionsNot new policy – but added to instructions

• Electronic Funds Transfer (EFTElectronic Funds Transfer (EFT) (encourages sign-up).

• Legal Payment DateLegal Payment Date identified as when the payment is issued by identified as when the payment is issued by the Commonwealth via EFT (Electronic Funds Transfer) when the Commonwealth via EFT (Electronic Funds Transfer) when issuance file is transmitted to the bank or for checks when the issuance file is transmitted to the bank or for checks when the check is sent to the post office by the State Treasurer’s Office.check is sent to the post office by the State Treasurer’s Office.

• This is important relative to when Prompt Payment Discount dates This is important relative to when Prompt Payment Discount dates are triggered. are triggered.


• Intercept.Intercept. All payments due the Contractor shall All payments due the Contractor shall be subject to intercept pursuant to be subject to intercept pursuant to G.L. C. 7A, § 3G.L. C. 7A, § 3 and and 815 CMR 9.00815 CMR 9.00. (Language part of T&C). (Language part of T&C)

• new**new** Contractor may not penalize any state Contractor may not penalize any state Department or assess late fees, or cancel a Department or assess late fees, or cancel a Contract or other services if funds are intercepted Contract or other services if funds are intercepted due to outstanding taxes, child support, or other due to outstanding taxes, child support, or other overdue debts of the Contractor. overdue debts of the Contractor.


• Invoices. Invoices. • Invoices must be submitted in accordance with the terms

of the Contract and the Bill Paying Policy.

• New - Final invoices in any fiscal year must be submitted no later than August 15th

• Department may make payment based upon the terms and prices of the contract for the goods or services that are accepted by the Department, and the Contractors acceptance of payment shall release the Commonwealth from further claims for payment.

• If the Contractor disputes the final payment and refuses payment, available funds may revert and may be delayed

New:New: Pandemic, Disaster or Emergency Pandemic, Disaster or Emergency PerformancePerformance..

• In the event of a serious emergency, pandemic or In the event of a serious emergency, pandemic or disaster outside the control of the Department, the disaster outside the control of the Department, the Contractor agrees the Department may request Contractor agrees the Department may request performance changes related to the Contract, or may performance changes related to the Contract, or may negotiate additional performance from the Contractor to negotiate additional performance from the Contractor to address the emergency needs of the Commonwealth address the emergency needs of the Commonwealth (subject to appropriation), even if not contemplated (subject to appropriation), even if not contemplated under the original Contract.under the original Contract.

• Guidance will be issued by CTR, ANF or other Guidance will be issued by CTR, ANF or other appropriate authority related to the use or appropriate authority related to the use or implementation of this language in the event of an implementation of this language in the event of an emergency. emergency.

Attorney Contracts (H09, N03)Attorney Contracts (H09, N03)• Please note that the AGO Form for Please note that the AGO Form for

approval of Legal Services has been approval of Legal Services has been updated. updated.

• Please use the new form posted on the Please use the new form posted on the CTR Web portal under “Forms” under CTR Web portal under “Forms” under “Contracts” and review the AGO “Contracts” and review the AGO Transmittal letter for details on Transmittal letter for details on procedural requirements for submission. procedural requirements for submission.

Attorney Contracts (H09, N03)Attorney Contracts (H09, N03)In addition to current requirements Departments will be asked to add:In addition to current requirements Departments will be asked to add:

In MMARS Transaction – Include in “Comments” field the Rates and Purpose of In MMARS Transaction – Include in “Comments” field the Rates and Purpose of ServicesServices..

• MMARS encumbrances for attorneys MMARS encumbrances for attorneys must contain in the comments section must contain in the comments section the Units and “Rates” or “Range of Rates” for the services and a brief the Units and “Rates” or “Range of Rates” for the services and a brief description of the specific type of services under the engagementdescription of the specific type of services under the engagement to enable to enable completion of annual reporting requirements under completion of annual reporting requirements under G.L. c. 30, § 65G.L. c. 30, § 65..

• In comments section, in the “subject” field, please enter “rate data” to In comments section, in the “subject” field, please enter “rate data” to identify that you are including rates, and to standardize the quarterly query identify that you are including rates, and to standardize the quarterly query that is done. that is done.

• Stating “Legal Services” is incomplete. Instead, include exactly what is Stating “Legal Services” is incomplete. Instead, include exactly what is being performed, such as “litigation matter – employment”, “Inmate being performed, such as “litigation matter – employment”, “Inmate complaint resolution”, “employee representation”, “bargaining unit complaint resolution”, “employee representation”, “bargaining unit negotiations”, “contract dispute”, “land acquisition research”.negotiations”, “contract dispute”, “land acquisition research”.

• Departments that fail to include this information as part of the original Departments that fail to include this information as part of the original encumbrance will be required to modify the encumbrance to add this encumbrance will be required to modify the encumbrance to add this information to complete reporting requirements.information to complete reporting requirements.

• If rates or services change during an amendment, the comments must also If rates or services change during an amendment, the comments must also be amended to reflect the change. be amended to reflect the change.

New New Public Information and Privacy Public Information and Privacy Concerns.Concerns.

• Since certain MMARS fields are a matter of public record Since certain MMARS fields are a matter of public record MMARS doc IDs (encumbrances, payments, etc.), MMARS doc IDs (encumbrances, payments, etc.), vendor invoice numbers, contract numbers, check vendor invoice numbers, contract numbers, check descriptions, and any comment fields descriptions, and any comment fields MUST NOT MUST NOT contain personal information (such as individual’s contain personal information (such as individual’s names, SSN numbers, bank account numbers, date names, SSN numbers, bank account numbers, date of birth, addresses etc.) or other information that of birth, addresses etc.) or other information that could jeopardize privacy or facilitate identity theftcould jeopardize privacy or facilitate identity theft..

• MMARS doc IDs and key comment fields may be printed MMARS doc IDs and key comment fields may be printed on checks, sent electronically as part of remittance on checks, sent electronically as part of remittance advice, and will appear on VendorWeb (and may be advice, and will appear on VendorWeb (and may be viewed related to public records requests), therefore viewed related to public records requests), therefore care must be taken that individual personal information care must be taken that individual personal information is not used. is not used.

UpdatedUpdated Department Head Signature Authorization and Department Head Signature Authorization and

Electronic Signatures Electronic Signatures ..

• To MMARS and Non-MMARS users, please review To MMARS and Non-MMARS users, please review the the Department Head Signature Authorization Department Head Signature Authorization PolicyPolicy

REMINDER: REMINDER: • All individuals acting on behalf a Department All individuals acting on behalf a Department

Head (incurring obligations, approving payroll, Head (incurring obligations, approving payroll, approving or signing contracts or other approving or signing contracts or other obligations) obligations) mustmust be designated as Authorized be designated as Authorized Signatories with a Signatories with a MMARS Security UAIDMMARS Security UAID and and Authorized Signatory flagAuthorized Signatory flag even if the individual even if the individual will never touch MMARS.will never touch MMARS.

Department Head Signature Authorization Department Head Signature Authorization ..

• Policy has clarified that “alternate Policy has clarified that “alternate methods” of documenting “evidence” methods” of documenting “evidence” of DHSA are allowableof DHSA are allowable • MMARS functionality is designed to support extensive MMARS functionality is designed to support extensive

use of electronic signatures for DHSA purposes.use of electronic signatures for DHSA purposes.• Departments are encouraged to use this functionality Departments are encouraged to use this functionality

to electronically document DHSA by encouraging to electronically document DHSA by encouraging signatories to access and view documents on-line signatories to access and view documents on-line and apply approvals.and apply approvals.

• We are trying to position the Commonwealth to be We are trying to position the Commonwealth to be able to use “outward” facing electronic signatures, able to use “outward” facing electronic signatures, such as E-Contracts, which will be based upon such as E-Contracts, which will be based upon electronic workflow of documentselectronic workflow of documents


• However, we recognize that some Departments However, we recognize that some Departments are not in a position to fully implement all review are not in a position to fully implement all review and approvals on-lineand approvals on-line

• Therefore, the policy has been expanded to Therefore, the policy has been expanded to enable DHSA signoff in a variety of ways which enable DHSA signoff in a variety of ways which do not necessitate approval by the Authorized do not necessitate approval by the Authorized Signatory on-line in MMARS or HR/CMS directly Signatory on-line in MMARS or HR/CMS directly or screen prints of MMARS or HR/CMS or screen prints of MMARS or HR/CMS


• Departments can use the Departments can use the MMARS Document Records Management/Signature MMARS Document Records Management/Signature Authorization FormAuthorization Form to approve one or multiple MMARS transactions. to approve one or multiple MMARS transactions.

• Emails from the Department Head (or authorized Emails from the Department Head (or authorized signatory) with the key data elements for signatory) with the key data elements for approval; approval;

• DHSA signature or initials on invoices, DHSA signature or initials on invoices, spreadsheets or memorandum, or other spreadsheets or memorandum, or other “evidence” of signoff is also sufficient. “evidence” of signoff is also sufficient.

Department Head Signature Authorization Department Head Signature Authorization Evidence of DHSA SignoffEvidence of DHSA Signoff

• Departments may develop Departments may develop any internal processany internal process (as part (as part of the Department Internal Control Plan) that efficiently of the Department Internal Control Plan) that efficiently “documents” Department Head signoff. “documents” Department Head signoff. • For “shared processing” models, departments should develop For “shared processing” models, departments should develop

internal process for capturing DHSA from Parent Department internal process for capturing DHSA from Parent Department (but can not blanket “in advance” approval).(but can not blanket “in advance” approval).

• Electronic evidenceElectronic evidence of approval such as emails must be of approval such as emails must be printed and retained in order to document approval, printed and retained in order to document approval, since emails are not yet a sufficient electronic format to since emails are not yet a sufficient electronic format to retain records.retain records.

• Once the evidence of DHSA approval is obtained, Once the evidence of DHSA approval is obtained, electronic approval can be made in MMARS, and filed electronic approval can be made in MMARS, and filed for records management, Quality Assurance and audit. for records management, Quality Assurance and audit. purposes. purposes.

Department Head Signature Authorization and Department Head Signature Authorization and MMARS Security - PlanMMARS Security - Plan

• We will be working with Departments to ensure We will be working with Departments to ensure that MMARS Security is aligned with that MMARS Security is aligned with Department’s intent for DHSADepartment’s intent for DHSA

• We also plan to provide additional guidance on We also plan to provide additional guidance on how to set up DHSA and MMARS Security to how to set up DHSA and MMARS Security to support Department business needs and support Department business needs and maintain Internal Controlsmaintain Internal Controls

• We will be contacting Departments with “Shared We will be contacting Departments with “Shared Processing” models to identify and work through Processing” models to identify and work through any issues or concernsany issues or concerns

Customer Service Comments Customer Service Comments and Questionsand Questions

• We value your comments and feedbackWe value your comments and feedback

• Please send comments about this Please send comments about this Webcast or questions for the Standard Webcast or questions for the Standard Contract Form or related policies to:Contract Form or related policies to:

[email protected]@state.ma.us

Standard Contract Form Presentation

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