Extend Beyond Podcast Transcript
Can you continue working with a Vendor after the Statewide Contract has expired? The answer is...sometimes. Today, we're breaking down the answer to that question with the help of OSD's Legal team.
You are listening to WOSD. Welcome back. I'm your host, Layla Palmer. Thank you for joining us for another episode of WOSD News: Procurement Insights.
Today, I'm delighted to be joined by Steven Barros from the OSD Legal team for a discussion on “Extend Beyond”, Statewide Contract performance and payment that occurs beyond the contract end date.
Layla: Welcome Steven Barros to WOSD News. This is your first time on WOSD News. How do you feel?
Steve: Oh great, thanks for having me. Really excited. This is my first time here and first time recording a podcast in general, so exciting times.
Layla: Yeah, very. So why don't you go ahead and tell our listeners who you are.
Steven: My name is Steven Barros. I'm a Legal Counsel here at OSD, largely focusing on contracting needs, but doing all kinds of work here at the agency. Many different stakeholders, many new issues popping up all the time, it keeps things exciting and new. But yeah, I'd love to start talking a little bit about a particular contract provision we have here today.
Layla: Yes, and that is Extend Beyond. There may be misconceptions with Extend Beyond and contract renewals or contract extensions, so give us the lay of the land. What is the Extend Beyond period and which contracts have them, or don't have them, or how can people use them?
Steven: Yeah, these certainly vary a bit. Extend Beyond language will be a provision in most of our Statewide Contracts that gives Statewide Contract users, Buyers, a limited period of time to continue their engagements with vendors after expiration of the Statewide Contract. They're usually short in duration though they can range from a few months to a few years. It really varies by contract depending on the industry or service. It's important to know that engagements may not extend beyond the expiration of the Extend Beyond period itself.
Now great point about Extend Beyonds and renewals. They feel like they occupy the same space, but they are separate concepts. So a renewal period is an option in a contract to renew the contract itself for an additional period of time. So, for example, a Statewide Contract may have one option to renew for another year, or several years, or several options to renew for a certain amount of years. That has to be exercised and new documentation has to be executed with the vendor in order to extend that period. But the Extend Beyond period itself is separate from that. It's not something that necessarily has to be exercised ahead of time with the vendor. It's a period of time that buyers will have and give them convenience when they're trying to continue engagements beyond the expiration of the Statewide Contract, and especially to get replacement services on the successor Statewide Contract.
Layla: Great. You did mention that most of our contracts have the Extend Beyond period. So why do certain contracts allow for Extend Beyond agreements while others do not?
Steven: Another great question. It'll depend on the nature of the procurement. So buyers may find it useful to continue engagements after expiration of a Statewide Contract to prevent an interruption in services, such as specialized IT staffing. Multi-year leases would basically become impossible to procure toward the end of a Statewide Contract term without Extend Beyond provisions. However, for certain Statewide Contracts, think of contracts for goods, an Extend Beyond provision may be unnecessary. And for those cases it would actually be best for buyers to purchase under the successor Statewide Contract since it will have the most up-to-date negotiated terms and offerings.
This is all great information, but you may be wondering, how do I find out if the Statewide Contract I use includes Extend Beyond language? Let's head back to Steven and learn more.
Layla: So how do buyers know if a contract that they're using includes Extend Beyond agreements?
Steven: So a Statewide Contract must have a section in the RFR that explicitly provides one. That section should have language that specifies the period of time beyond which written agreements are permitted to Extend Beyond the expiration of the Statewide Contract. Contract user guides should also reflect the Extend Beyond periods provided in the RFRs, but RFRs are where they are created.
Layla: And during this period, this Extend Beyond period, what procurement activities are permitted?
Steven: So during the Extend Beyond period, ongoing engagements, i.e. already established during the Statewide Contract, may continue. The flip side of that coin is that new engagements are not allowed. There's a minor exception to that, kind of. A circumstance in which new engagements would be permitted during the Extend Beyond period is really limited. An existing agreement, one that was already established during the Statewide Contract period, can be amended during an Extend Beyond period to add additional products and services so long as those additions are within the scope of the RFQ that resulted in the Statement of Work. It's very limited, but otherwise the general rule and the main takeaway for Extend Beyond periods is no new engagements, but you can continue ongoing engagements through the Extend Beyond period. And that's great because it allows for completion of service orders, product deliveries, and payments to close out engagements started during the Statewide Contract term.
Now that we understand the logistics of Extend Beyond, let's explore some instances when Extend Beyond is especially useful for buyers.
Layla: This definitely seems like a useful thing that is worked into our contracts. How can buyers take advantage of this Extend Beyond period? Maybe give some examples of how this could be useful to them.
Steven: Yeah, great question. So to take advantage of an Extend Beyond period, buyers and vendors should properly document that the term length of their engagement extends into the Extend Beyond period. For example, we talked about leasing. So if a buyer is leasing equipment from a vendor, the term of the lease may end at some point during the Extend Beyond period. What's great about Extend Beyond Periods is that they allow buyers to enter new engagements even on the last day of the Statewide Contract. So otherwise, a Statewide Contract that is expiring would not be entirely useful for the final few months, except that the Extend Beyond Period lets buyers on the last day of the Statewide Contract enter into a new engagement and then continue that engagement through the Extend Beyond Period.
Layla: Can you share another example when Extend Beyond is especially useful perhaps citing some of our IT services that buyers are frequently using.
Steven: Yeah, of course. So IT solutions are a big one, ITS75 in particular. So if a buyer system is set up for a specific software and access is needed for a long time, then the buyer would likely find it useful to continue the engagement through the Extend Beyond period. ITS75 is expiring pretty soon. If a software is going to be needed beyond its expiration, the Extend Beyond period is there to help. Just buyers need to make sure that they document their engagements correctly to take advantage of that. And there's a big focus on IT, but it goes well beyond IT. For any contracts for goods, for example, where you can't pay until the product is delivered, you can purchase goods up to the last day of the Statewide Contract and schedule delivery during the Extend Beyond period and pay at that point. Even if you're buying something that needs to be installed, let's say a cubicle, you can have the installation done during the Extend Beyond period as long as you order the product before the Statewide Contract expires.
Layla: Got it. That's some really great insight because we've been talking a lot about how this is useful when procuring services, but with goods, that totally makes a lot of sense as long as it's all done before the contract expires. Awesome. Well, do you have any takeaways for our buyers?
Steven: Yeah, the big one is always proper planning. Keep an eye out for when the Statewide Contract is going to be expiring. Think about whether you're going to need to continue an engagement after the end of the expiration of the Statewide Contract. Think about what you'll need to set up for the successor Statewide Contract in order to properly continue getting services that you may need. And always document. But if you have a question about any of this or how to properly document something, talk to your attorneys and we here at OSD Legal are obviously happy to help, so feel free to reach out. Definitely can be tricky toward the end of a Statewide Contract period, but if I have to hammer one thing away it's proper planning, keep an eye out for expiration dates and document, document, document everything.
This concludes today's episode on Extend Beyond Language. Organizing, planning, and documentation is key to navigating the procurement process successfully. And Extend Beyond is no exception. Be sure to carefully read RFRs and reference Statewide Contract user guides for Extend Beyond Language as it pertains to each individual contract.
Thank you to Steven Barros for joining us today. For more specific questions, email the OSD Legal team at OSDLegal@mass.gov or reach out to the Category Management team with the contact information listed on your contract user guide.
OSD looks forward to engaging with you on our social media and YouTube channels. Links to those are in the description box. To suggest ideas for future podcasts, email the OSD team at osdoutreach@mass.gov.
This podcast was produced, audio engineered, and edited by me, Layla Palmer.
Thank you for joining us.