3 ( Agreements of the Association, Jody Reven, Kurt Heidemann) Artwork

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The SWAPA Number

3 ( Agreements of the Association, Jody Reven, Kurt Heidemann)

October 07, 2024 • SWAPA • Season 5 • Episode 21

Today's SWAPA Number is three. That's the number of avenues that SWAPA has pursued between CBA cycles to address issues that inevitably arise in membership business with the Company. These agreements of the association are brought forward when there is a need for corrective action or clarification, and they are highly dependent on the condition of the events. Whether these are letters of agreement, memorandums of understanding, or side letters, the breadth and depth of these issues can dictate the options on the table.
We've already seen some examples of these things happening since Contract 2020 was ratified. So today we're talking with Negotiating Committee chair Jody Reven, and NC member, Kurt Heidemann, about what these different agreements are, how their mechanisms work, and why these processes are an important part of how SWAPA does business.

If you have any feedback for us at all, please drop us a line at comm@swapa.org or send us a text.

Matt McCants (00:03):

Amy Robinson (00:30):

We've already seen some examples of these things happening since Contract 2020 was ratified. So today, we're talking with Negotiating Committee chair, Jody Reven, and NC member Kurt Heidemann, about what these different agreements are, how their mechanisms work, and why these processes are an important part of how SWAPA does business.

Amy Robinson (01:02):

I am Amy Robinson.

Matt McCants (01:04):

And I'm Matt McCants.

Amy Robinson (01:05):

And here's our interview with Jody and Kurt.

Matt McCants (01:14):

Kurt, Jody, thanks for joining us. Before we get into the details and specifics of each of these, let's walk the membership through the types of agreements we operate under.

Kurt Heidemann (01:23):

So today, I think we should talk really about four different types of agreements. The first one, of course, is the CBA itself, the Collective Bargaining Agreement. That is our primary document, and our primary source of agreement with the Company. And then we modify that using MOUs, which are memorandums of understanding, which are typically interpretations, or clarifications of existing language, are temporary in nature. And then we have letters of agreement, which are LOAs, and those are more permanent. They provide more detail, or they provide something new.

(01:54):

And then in our CBA, we've specifically referred to some LOAs as side letters, and that's Section 1L of our CBA, that talks about amendments to the agreement, specifically that those will be called side letters. Which is interesting, because a lot of the other unions at the Company, when they make amendments to their CBA, they just call them LOAs, we actually have a defined term for it in ours. And all of those are permanent in nature, unless they're otherwise stated. So an MOU and a side letter, LOA, all of those things are permanent, even the CBA is permanent until amended, so that they don't expire unless they have a date.

Jody Reven (02:29):

The only thing I would say a little bit to that is, a lot of times, we structure these things so they do have a finite timeline, or we give SWAPA the ability to pull the plug when they do. And that's probably a recent development from lessons learned in the past, that, "Hey, we don't want to just..." If you're going to change it forever, there's a mechanism for that called a side letter, and the board, they can vote on that, they can do those certain things that don't affect rates of pay, work rules, minimums, or... What's the third one?

Kurt Heidemann (02:58):

Seniority.

Jody Reven (02:59):

Yeah, that's right. Seniority. So most of the time we try to structure, by technique, an end date to something like an Ops MOU or something like that for something temporary. Otherwise, it's going to be... It could actually be something that rises to the level that the membership needs a vote.

Amy Robinson (03:18):

You said they were all agreements, is an MOU grievable? Is a side letter grievable?

Jody Reven (03:23):

Yeah, sure. To Kurt's point, and I think he's talking more that, "Hey, this is what we're going to do forward." But we had a constitution change a few years back, and it was titled Agreements of the Association. And there's a little bit of an institutional problem, both at the Company and SWAPA as we grew, where they would have a memorandum of understanding from a person in a certain department at SWAPA, and not all of SWAPA had eyes on that, we didn't realize that, "Oh, well, crap, that's how they're interpreting this reserve move up thing." And it had one person's name that made that agreement for the association. That board realized, "Hey, that was a problem." About 2015, 2016 time. And so started out as a policy manual change, and that was in 2015, and then they carried it forward, I believe 2016, 2017, to make that a permanent constitutional amendment. So an Agreement of the Association is very specific, and it has to be voted on by a majority vote of your board of directors going forward.

Matt McCants (04:21):

So I think our pilots have been hearing about the CBA weekly for years at this point, having been through a negotiation cycle. So let's take a step back and paint a picture for the membership on what it's like between negotiation cycles, and how these other kinds of agreements come into play.

Jody Reven (04:38):

Yeah, I think that's an important thing to discuss, Matt, because there was this conception, I think for a long time, that, "Never do side letters outside of... Or any agreements outside of the negotiating cycle." If you have that viewpoint, you could possibly miss out on a lot of benefits that could happen in the interim. Also, there are times where special in federal mediation, where mediators think of everything as a give and take, and you're trading for this and trading for that, if you can take those things off the table before you ever enter mediation, why would you not do that?

(05:10):

And the last one, the advice I always give, both to the board of directors and anybody else that negotiates anything for labor, is, if you have the opportunity to take scope in a labor negotiation, you always take scope for your employee group. We had a situation like that where we almost got that wrong, where we had an MOU negotiated for our pilots to flight instruct. That is an additional scope that we didn't have before, and then the COVID mandate came out, that got voted down, and so then our guidance was, "Well, negotiate it, and put it in the contract." So that was kind of a close one. The Company could have said, "Now why do I want to pay a captain to do that when I'm paying this other guy half as much?" So kind of a wordy answer, but we inherited that distrust probably back from the 800 side letter, and there was a lot of buyer's remorse because, here, we negotiated an aircraft with more stage engage, and created more value, and we didn't capture any more value to fly those aircraft.

(06:12):

Now, we were told negotiations, "Well, you captured it later on." But that's not really the intent, the intent is when you bring something new on like that, and you partner with the Company to provide something that brings on more value, then in turn, the pilot group would like to see more value from that.

Kurt Heidemann (06:28):

Yeah. Again, to piggyback on that, I'd say Agreements of the Association are a good thing, we should want those. What's the alternative? The alternative is for the Company to go do something without our agreement, and then we have to grieve it, or we have to somehow try and grab the tail as it's left the barn type thing. So we want to negotiate these things, we want to get these Agreements of the Association in place, whether there it's an MOU, whether it's a side letter, whether it's some other form, we want to get those, because it's better to be involved early on.

(06:59):

Jody's point is absolutely right, back in the 800, back, I think it was about 2012 or so, it's no side letters for no value, or we don't want any side letters if it undercuts our negotiating ability if we hold out on that. And we didn't do that when it came to the max, we held onto that. We didn't provide relief on that for no cost. SWAPA is looking at those tactically and strategically, going, "Yes, this is something we can agree to here today, or this isn't." But it's not a simple, "No new side letters ever."

Matt McCants (07:31):

Jody, you did mention if and when we turn down any of these agreements when a mediator looks at the history between cycles, is it something where a mediator would look at us turning down an MOU, LOA, or side letter that gave us opportunity as a negative consequence in our strategic outlook here?

Jody Reven (07:50):

I think that's part of the misconception, I've seen it on the forum, "You guys just keep giving up our leverage. You've got to stop agreeing to this crap outside of the cycle." I'm like, "Well, the other side of that is, it's not something I have to try to gain once the cycle starts." And so we kind of want to be open-minded if things pop up and we can take advantage of them along the way, otherwise we're just kind of cutting off our nose to spite our face, just saying, "Well, the Company wants it, so it can't be good."

Amy Robinson (08:15):

Okay. I'd like to take one of these as an aside, and kind of go through and explain why we've used them, how we've used them in the past, et cetera. But let's start with an MOU, explain how we've used them, why we would've used them in the past, why we'd use them as opposed to a side letter.

Jody Reven (08:29):

Yeah. I go back to the temporary nature. Though it's binding unless it says it expires, but a lot of times, they're for a temporary opportunity. And the opportunity where we've fallen in the past was we just said, "Okay, profit sharing is enough." And that's really not our mindset anymore. The cargo-only MOU was a good example. We had that protection in Section 1, that you couldn't have an aircraft equipped for cargo-only operations. Well, the Company thought they had an opportunity to do some of that. And again, there is a mutual benefit, and there's a mutual benefit there not only in the fact that we created more open time opportunities for our pilots, we're able to negotiate that during that temporary time of relief that it would pay time and a half. And so there was some win-win that we did that for a temporary opportunity. Unfortunately, the Company wasn't able to capitalize.

(09:20):

But the one that did kind of stand out was the Ops MOU where the Company saw the Manning shortfalls, and the SRC was... SAC now, was starting to point out, "Hey, you don't have reserve coverage for this upcoming holidays, it's going to be a disaster." And so the Company got with us, and made some proposals, we made some counter proposals, and then we came out with the Ops MOU. Well, the Ops MOU provided $130 million worth of value for the pilot group, why would we have not done that? So to answer your question shorter, it's really to capitalize on a temporary situation for the most part. Otherwise, if we said, "Hey, you can always offer double time, triple time." Et cetera. We could have just done that in a side letter.

Amy Robinson (10:00):

Are there any other instances of MOUs that are sort of standing MOUs that we would use?

Kurt Heidemann (10:07):

Well, MOUs are also used to interpret. So we aren't necessarily changing language, but we're adding an interpretation to an existing language. And that hasn't been the case since we've gotten our rewrite in Contract 2020, but previous to that, we did that. The only standing MOU that I can think of right now, we have some MOUs over in the safety side that talks about... Like ASAP MOU, and the FDAP MOU, and some others over there. We just recently had an MOU that we signed that protects our pilots for some additional mentoring, and there's an example of, we didn't capture value, but we capture protections. The Company was going to go do this mentoring program with or without our agreement, so what we were able to do was provide some protections, some pay protections, some scheduling protections, both for the mentees, as well as the check airmen that were going to serve as the mentors.

Jody Reven (10:57):

Yeah, that was very important to make those distinctions, not just for the check airmen, but for the pilots getting mentored, because we were able to protect them in that memorandum of understanding from the information being used in some way on a jeopardy event. And the check airmen needed to know that too, "What's the expectation of me going out here? Am I going out to do my duties where I grade his first or worst effort, or am I going out here to truly mentor and just get this guy some more training?" And that was the intent. And so capturing that was protection for both the check airmen and for the mentees.

Amy Robinson (11:32):

So one of the things I think people associate MOUs with was, we had quite a few of them during the pandemic, and some of those were contentious, and some of them were okay. Could you shed some light on what some of those were, and why they may or may not have been contentious?

Jody Reven (11:47):

Yeah, there's some good and bad, and we learned that during the pandemic, 'cause a lot of times, the Company was relying too heavily on being able to use management rights. But there's a lot of things that came out of that era that both sides probably learned from, where you're like, "Hey, if you put this down in an agreement, you're protected not just from each other, but you're protected from government entities that might want to make you show vaccination status for instance." Those type of things.

(12:13):

And so a lot of it just found its way into the rewrite. For instance, the Company rolled out the ExTO program before we finished negotiating the MOU. We were probably 85% good on that, and so we were able to roll into the language of the CBA, "Yeah, that not going to happen again. The time going forward, there won't be any paid leave programs unless they're negotiated with SWAPA." Et cetera. But even though some of those were kind of done prematurely, we were still there, and present, and crafting and shaping how it was going to end up in the end. And of course, the COVID MOU, we never could get there on that, but a lot of that was because of people above, labor relations, they had a certain view of how that needed to take place. But thankfully, we were able to get those protections into the new rewrite.

Kurt Heidemann (13:01):

I'd say that if you wanted to look at anything at the pandemic would be that it was a lack of MOUs more than anything else, that was the headline. Compared to our peers over the other Big Four, had dozens potentially of MOUs from the start of the pandemic, all the way through. And we kept fighting to get more and more agreed to and codified through an MOU, and the Company was just reluctant.

(13:23):

We did have a little bit of luck with the Ops MOU, because there was a direct relief that they needed from us. And then as Jody mentioned, the Ops MOU that we agreed to as we came out of the pandemic was something that they really needed. But a lot of the things that we were looking for ended up being just unwritten agreements until we got them into the contract during the Contract 2020. ETO was one that both sides agreed to reasonably early, and it was a very successful program. ExTO was one that we didn't agree on, and in that one, I think that both sides saw there were some shortcomings, and I think the Company would've benefited if we had gotten an MOU on that, but ultimately, we didn't, and the results speak for themselves.

Matt McCants (14:05):

And to touch on a little bit of a process item here, the board of directors has a role with these MOUs, correct?

Jody Reven (14:11):

Absolutely. I guess their role is more directing what our sandbox is, or even if we should entertain some sort of negotiation. Now, keep in mind, the Company can come to us at any time, and say, "Hey, we have a proposal. We would like to talk with you guys, and be in the Negotiating Committee." We're the people they reach out to. But as soon as that takes place, we usually sit, we hear them out. Kind of what happened with this last MOU, hear what they're trying to accomplish, maybe ask some clarifying questions, et cetera. And then we usually set up a board call, at least go brief the execs, "Hey, this is where they're at." And then get the board of directors talking about it.

(14:48):

If there's time, we would love to hear from the membership if we can via, say, a survey, or a poll, or something like that, and then the board will... They'll go out, and sometimes they'll do lounge visits, talk with their members. And then sometimes they'll just say, "No, we don't have any interest in that. SWAPA doesn't have any interest to that." Sometimes they'll say, "Yeah, of course, that's obvious. Go and negotiate it, but it has to have these type of guardrails." Et cetera. But things always go better when you have a 27-man board of directors. Things always go better with early communication than any surprises. And that's something that SWAPA has evolved and gotten better and better at, I believe in the years.

Matt McCants (15:25):

And how about letters of agreement or LOAs? Is that more alphabet soup, or is there a more clear time and place for those versus MOUs?

Kurt Heidemann (15:34):

I think Jody said it, the LOAs tend to be more permanent in nature. If you look at the other contracts at other carriers, they're almost all LOAs, they're incorporated into the CBA. So a side letter would be an LOA. The implementation plan was a letter of agreement that set up exactly how we were going to implement Contract 2020, and along with the Joint Implementation Committee. And then the ratification bonus was an LOA, that was a letter of agreement explaining exactly how we were all going to get paid should the contract have passed. So that's sort of how they function. To be honest, we could have had an MOU for either of those first two ones, we just structured them as LOAs because they were a more formal conceptual process in the ratification of the new CBA.

Jody Reven (16:20):

Yeah, I think the LOAs allowed you to drill down into more specifics. And obviously, we're going to have a ratification bonus, you're going to get paid retro. But as you read through that LOA, it's very granular, and it really gets down to the nuts and bolts of a specific thing, and then instead of having to put all of those nuts and bolts of the specific thing into the CBA, you're able just to have that as an detachment. The same goes for the implementation, LOA, very granular, line-by-line of everything in the rewrite, and when it was going to get programmed. And that's not something that it's appropriate to have in CBA language, per se.

Kurt Heidemann (16:56):

And those really aren't interpretations, that wouldn't, to me, fit under an MOU. So an MOU would be an interpretation, these are new things, so that's why we structure them as LOAs.

Matt McCants (17:06):

Okay. I think that clears a lot of that up about MOUs and LOAs, and those are paths we can go down when the situation dictates. Another that the membership is probably familiar with is the side letter. So read us into what those are, and the broad differences between MOUs or LOAs, and what we're trying to achieve with a side letter.

Jody Reven (17:24):

The constitution is very specific about, first of all, a side letter, an amendment, and which one of those need to go out to the membership, and of course, those are rates of pay, and work rules, minimums, et cetera. But you have your garden variety side letters. Side Letter One has become traditionally, it's the first time we get together and handle any unforeseen things, or typos. Believe it or not, with a rewrite of this nature, even with all of the editing that was done, you're going to find something from time to time. And so Side Letter One cleared up a lot of that.

(17:57):

And then other things, "Okay, this came back from the IRS, we were waiting for that." And the IRS said, "No, you have to do it this way." And so we might need to change a word or two, and it's by and large, mutually agreement on Side Letter one with the Company. And believe it or not, we keep a running document of things like that that we may need to change later on, and we keep a running document of Side Letter Two. It's not really urgent necessarily, 'cause we're working on these day in and day out, interpretations. And then sometimes, we already, believe it or not, have a couple of disagreements. But outside of that, we just put it in the document, and we jointly agree that that should be written a little better.

Amy Robinson (18:36):

So side letters do not have to be voted on by the membership, is that correct? Or do they?

Jody Reven (18:40):

It depends. And there's a specific in the constitution. Kurt, I'm going to let you read that 'cause I don't have my readers here with me.

Kurt Heidemann (18:48):

Jody's talking about SWAPA Constitution Article 12, Section 3, and it says, "All contract language amendments that have a direct effect on rates of pay, guarantees, scheduling minimums and maximums, employee benefits or seniority shall be executed in the following manner..." And that's where it says that a majority vote of the board as a quorum will send it to the membership, and then a majority of the members in active status, in good standing, vote to accept the side letter. So those are the times. Otherwise, the board can sign a side letter on its own, and that happened... We only had two side letters back in 2012, and both of those were signed by the board, and they were really minor changes.

Jody Reven (19:30):

And you can see, Side Letter one just happened at the last couple board meetings, and that was just basically clerical. And so it is an amendment to the contract, but doesn't rise to the level where it needs to go out to the membership. That would just be too clunky, frankly. You want to be able to improve upon your document when you can, and if it's not affecting your pay or your work rules, you probably don't really care to see it on a ballot.

Kurt Heidemann (19:53):

And honestly, that decision is generally made by SWAPA legal. Our lawyers get involved, and they read the constitution, and read the document, and go, "Yes, this does meet that standard." Or, "It does not." I shouldn't say they make the decision, they pass their recommendations onto the execs and the board, and they're the ones that ultimately decide whether they vote on it, or pass it on the membership.

Amy Robinson (20:14):

Is there ever a time when you don't have to have a majority vote by your board to get one of these... Slide letter, letter of agreement, MOU, any of these things, into process?

Jody Reven (20:26):

There's a few examples in the CBA, and we're very deliberate, and made sure that we had guidance permission, but we went pretty hard one direction on the Agreements of the Association, because we'd kind of been burned before on, like I said, these little policy letters and things that were flying around. And we probably made it a little too restrictive, and said that, "Everything in this document has to come before 27 guys that come here four times a year, and that's the only time you can amend this." And so we're very careful to find things that were evolving documents, like you mentioned earlier, the safety MOU. Well, different developments come out throughout the year, and technology and things like that, that we're not really objecting to changes, but we want it to read correctly.

(21:09):

Also the Hotel Standards Manual, to say, "Okay, we say we don't want to hear the word place in anything, but this place, this specific one is right downtown next to a beach, has wonderful facilities." So there's some places where individuals that are designees or the president can actually make some of these agreements, and some of these edits, but very careful as to those, that it wasn't something sweeping.

Kurt Heidemann (21:36):

We designed it two different ways because of that constitutional requirement that the membership or the board have to decide on changes. Within the CBA language, in certain cases, we would say, "Mutual agreement of the Company and the association." That meant that what's written is how it is, unless the association changes that. And so what does that mean? That is the board of directors, unless it falls under that change in the constitution that goes out to the membership.

(22:02):

An example of that would be co-terminals. We listed originally three, and now there's two since we pulled out of Intercontinental. Two co-terminals, but if the Company came to us a year or two after starting co-terminals, and everybody loved it up at Midway, and everybody loved it in Dallas, and they said, "Hey, we want to open up Baltimore and DCA." That would require the mutual agreement of the Company and association. That would go to the board of directors, and they could vote to agree to change that, and add that. But they don't have to, and the Company can't do it without their agreement.

(22:36):

The other thing that we wrote was, the president of the association or his designee. We wrote that in a few places like the [inaudible 00:22:42] Manual, we wrote that in the Hotel Standards. And what we're saying there is, you don't need the board. That would be, in the old days, the daily business. But we wanted to make sure that it rose to the level that it isn't some committee guy, Joe Schmo, like myself, saying, "Hey, yeah, we can stay down at this lousy hotel because you asked me nicely." It takes the president of the association or who he designates and the hotel committee representative, whoever that is, or the president. So those are specific, those don't require the board's vote. The membership has given that power to the president or the board when we approved the CBA.

(23:21):

And then the other thing I would just add to this is, these are the minimums. The board can always put it out to the membership. An example of that is, the CBA says that SWAPA will determine the profit sharing deferral percentage every year. That says the association will, it doesn't say that the membership. But the board decided back in 2017, and has every year since then, to send it out to the membership for a vote. That's something where they want the membership to be involved, they want the membership to have their input. So just because the board isn't required to doesn't mean they won't put these things out to a vote when the time comes.

Amy Robinson (23:55):

So you mentioned Side Letter One, and I know we've talked about this in a couple of different places, but Kurt, can you just give us a real quick rundown of what was in Side Letter One?

Kurt Heidemann (24:05):

Well, like Jody said, it was a lot of administrative things. And I think the important thing that we have to remember on these side letters, for Side Letter One specifically is, a big philosophical switch for us is, the language has to match practice, and the practice has to match language. And both parties agree to that these days, and so when there's a dispute, in the old days, we would say, "Well, the contract says that you have to do this, but we all know that that's not how it works, and we agree that we don't have to do that." We're dead set against that going forward, we want the language in the contract, the black and white to match practice. So if it says that you'll report to the lounge, and we're not doing that anymore, and we missed one of the five references to that, we're going to go back and change that one reference.

(24:47):

So that's the kind of thing that was the administrative changes. They aren't meaningfully changing the content, it's just the small things. There were a lot of typos. I mean, it was a rewrite, and towards the end, it got fast and furious, and we did our best, but there's still going to be those.

(25:03):

And then there were a couple of changes that we did incorporate that were actual negotiated in that. One of those was the offering of triple time was added to the contract. That was something that we had in our original plan, and the Company said, "No, no, no, we don't want do that." And then on the eve of ratification, they said, "Oh, we need to do that." And there wasn't a path, so we approached them, and said, "This was what we offered you, and you said no. How about now?" And they said, "Oh yeah, that sounds like a really good idea." So we incorporated that inside Letter One. And there were a couple of little things like that that we should have gotten in the contract, the Company was a little reluctant, and after the fact, they said, "Oh yeah, now it's not so bad." So we got those in too.

Amy Robinson (25:44):

Has there ever been a situation where a side letter was not reached?

Jody Reven (25:50):

Yeah, I think the top side letter, because... If I remember right, it was because of the subsets idea. It didn't poll well, and of course, some of that polling was after the fact, but that was the biggest downfall. And I think that's why the constitution is written the way it is, so that if this is going to change a way of life for us, the way we're getting paid, and how our seniority is going to be used, et cetera, you want to put that one out to your membership. And the members spoke on that one, and said, "We don't like the way you guys are structuring this."

Matt McCants (26:19):

I think we've touched on what all these mechanisms are, and how they work. So let's have a discussion on how they play into the bargaining relationship as a whole between SWAPA and the Company. 'Cause we've seen some sentiment on social media and online of, no side letters, and we've touched on this a little bit earlier, because it may appear we give up our leverage. And there's often this question of, 'What did we get for that?" When it to any of these agreements, really. Can we speak to where some of these positions might come from?

Jody Reven (26:48):

We touched on it just a little bit earlier, that we inherited that thought after probably the 800 for no additional value. But I think we've evolved past that, at least our board of directors has also understood that sometimes mutual value is okay. Sometimes there's an opportunity to take something off the table, and not have to be something you negotiate with later on, for instance, if you end up in mediation. That is sort of the climate that we're in, is that there needs to be a mutual benefit, it's not just, "Oh, hey, the Company comes with this and they really want to... And sure appreciate you, and profit sharing." Those days are kind of over, but if we can show that there's a mutual value here, then I think it's always something that we're open to. And I think we would be an ineffective and closed-minded team if we weren't allowed to at least explore these options.

(27:41):

So our board of directors, they're pretty firm in the fact that it has to be a mutual benefit if we do something like that. But if you think about the links of a traditional negotiating cycle, and to think that you should always wait or not take advantage of an opportunity that comes in front of you, and then a year later, you find yourself in an economic downturn or something like that, it's important to stay nimble and open-minded about some of these opportunities. Certainly don't want to step backwards, don't want to give up any contractual protections, but if there's an opportunity to have some mutual benefit, then current philosophy is to do that.

Amy Robinson (28:22):

Thank you to Kurt and Jody for stopping by to explain what MOUs, LOAs and side letters are, how they work, and why we use them. If you have any feedback or questions at all, please drop us a line at comm@swapa.org.

Matt McCants (28:33):

Finally, today's bonus number is 33. That's the number of amendments to the contract or side letters signed between SWAPA and the Company during the 1994 contract. The next contract cycle included 18 side letters, but our last one only had two. Since we ratified our Contract 2020 total rewrite, we've already had one side letter, and both parties are already making a list of issues for the next one. Hopefully, after this podcast, you can appreciate the value of making sure we have an accurate contract that both sides agree to and understand.