HomeMy WebLinkAboutJustice AV Solutions (JAVS) - 050619DocuSign Envelope ID: FB644EB3-EE44-48C5-8607-39312328B11A
i psi SC 51`7119
Classic Coverage Extended Warranty, Preventative
a% IN
Maintenance and Support Agreement
This Extended Warranty, Preventative Maintenance and Support Agreement "Agreement" is entered into
by and between Justice AV Solutions "JAVS" and Jefferson County Superior Court located in Port
Townsend, WA for the period of February 1, 2019 extending through January 31, 2020.
WHEREAS, Customer is in possession of the JAVS recording system(s) more particularly identified in
Attachment A "System":
WHEREAS, JAVS will provide the following Extended Warranty Coverage, Preventative Maintenance,
Support and Services so as to maximize the reliability of Customer's systems(s) "Services;"
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties
hereby agree as follows:
A. DEFINITIONS
CODEC -Technically known as the video conferencing unit (VCU), the codec compresses and
decompresses data for video signals.
Extended Warranty -Coverage of JAVS provided equipment to include repair or replacement for
a specified period after the expiration of the original warranty.
Preventative Maintenance (PM) -The scheduled cleaning and adjustment of JAVS provided
systems as outlined in the respective agreement.
Service -The provision for onsite technical support, user training and servicing JAVS, provided
equipment as defined by the contract.
Standard Travel -Travel within the contiguous 48 states and within a 150 -mile radius (300 miles
round trip) of closest stationed JAVS service technician.
Support -Remote phone and online troubleshooting and diagnostics.
Travel Premium -Travel within the contiguous 48 states more than the 150 -mile radius (300
miles round trip) from the closest stationed JAVS service technician calculated as: round trip distance
less standard 300 miles divided by 70 MPH times the applicable hourly rate.
Warranty -Coverage of JAVS provided equipment to include repair or replacement for a period
of 1 year from date of install.
B. SERVICES
1. Help Desk Support. h1 the event of a System(s) malfunction or questions about system operation,
the Customer is encouraged to contact the JAVS help desk by phone at 877-528-7457 or via
email at helpdesk Jays.com Monday -Friday 8:OOam to 9:30pm EST. Calls after 9:30pm local
time will normally go to voicemail and be addressed at the beginning of the next business day.
JAVS trained help desk staff provide immediate troubleshooting, training and diagnostics on
common issues that can be resolved quickly. JAVS also provides on-line PC support and training
through your internet connection. If the issue requires an on-site technician, our help desk will
gather the necessary contact information including the: contact's name, phone number, city,
system identification number and detailed description of the issue. The contact information is
used by JAVS to log/track issues properly, assign priority level based on contract status and
dispatch the appropriate technician to the Customer location.
Docusign Envelope ID. FB644EB3-EE44-48C5-8607-39312328811A
2. Response .Times. In the event that a component from Attachment A requires an on-site repair to
address a reported issue, JAVS will schedule a visit during regular business hours. The response
time is conditional to Customer's approved room and equipment availability and the severity of
the issue, which is measured in four priority levels: Urgent, High, Normal and Supportive. Any
variation from the timeframes referenced below will be discussed and mutually agreed upon by
Customer and JAYS. For clarification, the priority levels are described in Attachment B.
3. Extended Warranty. Extended warranty is available on JAVS provided and installed
equipment less than 5 years old, based from date of installation.
JAVS will provide and provision a prolonged warranty on JAYS supplied equipment, both of
JAVS manufacture and third party, outside of the manufacturer's standard warranty. JAVS will
attempt to repair the faulty equipment dependent upon parts and courtroom availability. If the
equipment is not repairable in the field, JAVS at its discretion, will either provide a temporary
unit until the original equipment is repaired and reinstalled, or a permanent exchange will be put
in service. If the covered equipment requiring repair is no longer available or deemed non -
repairable, JAYS will be responsible for the replacement product and all costs associated with its
replacement.
Non -warranted equipment. JAVS provided and installed equipment older than 5 years old,
based from date of installation.
JAYS will attempt to repair the faulty equipment, dependent upon courtroom availability. For
non -warranted equipment, Customer is responsible for cost of all repair parts, including shipping.
From time to time, non -warranted equipment may be deemed non -repairable. If the non -
warranted equipment is not repairable in the field, Customer is responsible for cost of
replacement product(s). JAVS recorders older than 5 years old, are not eligible for repair
involving parts) replacement and require purchase of new recorder at client expense.
For replacement items purchased from JAVS, JAVS will provide labor at no charge.
4. On-site WanWU SSupport. JAVS will provide on-site warranty services, which includes
removing equipment and forwarding to manufacturer for repair, installing loaner and/or new
equipment as deemed necessary by JAVS and re -installing repaired equipment, on all products
listed on Attachment A.
5. Preventative Maintenance. JAVS will perform a bi-annual inspection, review and operational test
of the System and make adjustments as deemed necessary by JAVS. Preventative Maintenance
includes updating any System software and firmware as required. All Preventative Maintenance
will be coordinated and scheduled with a Customer appointed representative to occur during
regular business hours. JAVS will provide documentation to the Customer via a Preventative
Maintenance form detailing the status of each system which includes key system information and
hard drive capacity of the System. JAVS will document and test each function/mode of the entire
System(s) which includes the automatic audio and video mixer/switcher, control boxes,
microphones, cameras, time and date generator, monitors, streaming servers, recorders, PA
processors and speakers, private mode feed muting, playback/presentation, assisted listening
devices and audio/video conferencing to ensure proper creation of the audio/video record and
system operation.
DocuSign Envelope ID: FB644EB3-EE44-48C5-8607-39312328B11A
C. EXCLUSIONS
Notwithstanding anything to the contrary elsewhere in this Agreement, JAVS shall have no responsibility
and/or liability in regards to the following:
1. All video conferencing equipment, bandwidth, network stability and call quality issues are
the responsibility of the court. *
2. Normal wear and tear items such as back-up UPS batteries and projector lamps.
3. Consumable items such as batteries, CD's, DVD's, printer paper, and print cartridges.
4. Services, software, hardware, and Operating Systems that are no longer supported by a third
per'• *
5. Upgrades of Systems which would transition from analog camera systems to digital, or
major software version upgrades, such as AutoLog 7 to AutoLog 8.
6. Vandalism (including inmate abuse), deliberate tampering with the System, intentional or
unintentional damage caused by other contractors/staff, attempted repair and/or maintenance
by any personnel not employed by JAVS. *
7. Repair or replacement of any equipment in the event of damage due to negligence or other
claims covered by Customer's insurance. *
8. Customer -provided or non-JAVS certified equipment, hardware, and software.
9. Moving of equipment. *
10. Customer requested on-site advanced training.
11. Repairs and/or service that requires reconfiguring JAVS equipment due to changes made
by Customer's third party hardware, network, anti-virus settings, or any local IP provider
connection (i.e. change of IP address or network configuration, video conferencing
connection issues) *
12. Lost records or data recovery due to equipment failure, computer viruses or Customer user error.
13. Migration of Customer recordings for archival, retention and restore. *
14. Shipping delays for repair, loaner or replacement parts and equipment.
*Customer approval required to perform services for the indicated Exclusions, which will be billed at
current labor rates plus parts and expenses if applicable.
FEES/PAYMENTS for exclusions
A fee of $125.00 per hour (1 hour minimum) plus *Travel and expenses, will apply for each
request for on-site service for services not covered by this agreement. Travel time is defined as portal to
portal.
D. TERMS
1. Effective Date. The Agreement begins February 1, 2019 and will continue for a period of 1 year
thereafter.
2. Fees; Payments._In consideration of JAVS provision of the Services, Customer pays a fixed fee of
$3,855.00 plus any applicable state taxes. Payment of Fee will be made within 30 days from the date
of invoice.
DocuSign Envelope ID: FB644EB3-EE44-48C5-8607-3931232BB11A
BREAKDOWN OF MAINTENANCE FEE
Contract Period: February 1, 2019 to January 31, 2020
MAC -00284
Courtroom
Number/Location SID$t System Description Maintenance Fee
Superior Court SID -41149 lCentro CX Recording System $ 3,855.00
Total $ 3,855.00
Note: JAVS reserves the right to review and recalculate fees associated with the service
agreement and adjust accordingly for the next contract period. Changes in pricing of fees reflect
added coverage for new equipment and/or services not previously covered under the service
agreement and/or the removal of equipment that is no longer covered. This review is performed
prior to the delivery of the subsequent agreement and can affect your agreement fees for that
period.
3. Billing of Excluded Services. A fee of $125.00 per hour (one hour minimum) plus
expenses will be charged for any excluded services (Includes Video Conferencing Systems,
see Section C.) requested by the Customer for on-site support.
4. Refunds. Refunds of Fees payable hereunder will be limited to a pro -rated portion
calculated per business day of the total amount paid for the Agreement in the event that an
agreed response time is not met. The pro -rated portion of the Agreement Fees payable to
Customer as a refund shall be limited to the number of days required to respond that are in
excess of the agreed response period. No refund shall be payable for days that JAVS does
not have access to the covered equipment. No refund shall exceed the value of the
Agreement. A request for a pro -rated refund payable to Customer for a decommissioned
System(s) must be received in writing.
E. NO WAIVER
WHETHER BY CHOICE OR NEGLECT JAVS FAILURE TO ENFORCE ANY TERM, EXCLUSION,
OR LIMITATION HEREIN SHALL NOT BE CONSTRUED OR INTERPRETED AS A WAIVER OF
JAVS RIGHT TO ENFORCE ANY TERM, EXCLUSION, OR LIMITATION CONTAINED IN THIS
AGREEMENT.
F. LIMITATION OF LIABILITY
JAVS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH IN THIS
AGREEMENT OR ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR PRODUCTS NOT BEING
AVAILABLE FOR USE OR FOR LOST DATA OR SOFTWARE. SOME STATES (OR
JURISDICTIONS) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
4
DocuSign Envelope ID: FB644EB3-EE44-48C5-8607.39312328B11A
G. DISPUTE RESOLUTION
ANY CLAIM, DISPUTE, OR CONTROVERSY, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING
STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS AGAINST
JAVS arising from or relating to this Agreement, its interpretation, performance, or the breach,
termination or validity thereof, the relationships which result from this Agreement, including, to the full
extent permitted by applicable law, limitations of liability, indemnity, and relationships with third parties,
JAVS advertising, or any related purchase or service SHALL BE RESOLVED EXCLUSIVELY AND
FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION
FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-
forum.com/, or via telephone at 800-474-2371).
ACCEPTED BY CUSTOMER
Jefferson County u rior Court
Signature -
Name
I<L4
Title 1
Date , 0 z Z-12
ACCEPTED BY CUSTOMER
Additional Court Representative ffmnkw by cowt>
ACCEPTED BY JAVS
Justice AV Solutions
Signature
Name Megan Molnar
Title Contract Administrator
Date March 7, 2019
Customer contact for scheduling of maintenancetrepair
Mame
Title
Phone
Email
Proved taQ form:
U J C Date:
Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attor ey
Jefferson County Prosecuting Attorney's Office
5
� 6
Signature
MA,4. , l &p.(dgr%,
Name
sophie Nordstrom
Title
Date
0 �) Q 9 g
Customer contact for scheduling of maintenancetrepair
Mame
Title
Phone
Email
Proved taQ form:
U J C Date:
Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attor ey
Jefferson County Prosecuting Attorney's Office
5
DocuSign Envelope ID: F9644E83-EE4448CS8607-39312328811A
IMA VW_ ATTACHMENT A
X1 r, zal Page 1
CLASSIC COVERAGE EXTENDED WARRANTY, PREVENTATIVE MAINTENANCE AND SUPPORT AGREEMENT
Jefferson County Superior Court
Port Townsend, Washington
! S,� Qbf Vendor Part # Description Install Date Zvi Warranty S Year Date
Superior Court
1/17/2016 YES YES 1/17/2021
1/17/2016 YES YES 1/17/2021
9/19/2007 YES NO
1/29/2013
1/29/2013
1/29/2013
1/29/2013
1/29/2013
1/29/2013
1/29/2013
1/29/2013
1/29/2013
9/19/2007
9/19/2007
9/19/2007
9/19/2007
1/17/2016
1/17/2016
YES NO
YES NO
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
NO
NO
NO
NO
NO
NO
NO
NO
NO
NO
NO
YES
YES
1/17/2021
1/17/2021
JAVS CENTRO CX RECORING SYSTEM
"Centro CX"- Base Unit plus Centro CX software (Does not include Cameras or Mics) -14
Microphone Inputs; 8 Camera Inputs;1 Video Conference Input/output
50483
SID -01149
1 JAV-CENTRO-CX
1 Presentation Input; 1 Audio Conference Input; i Interpretation Input
2 Zoning PA Outputs; i Local Monitor Output; 1 Remote Monitor Output
6 Configurable, Mutable A/V Outputs
50483
SID -01149
1
Centro Power Supply
50483
SID -01149
1 JAVA -CAB
EQUIPMENT CABINET
AUTOLOG & DIGITAL RECORDERS
50483
SID-MI49
1 JAV-SW-AL7U
"AutoLog 7" Record Session Logging and Control Software
"Recorder7 Standard" AudioMdeo Recording Device
50483
SID -01149
1 JAV-REC7-SM
with Multichannel Audio Recording
"Recorder7 Standard" Audio/Video Recording Device
50483
SID -01149
1 JAV-REC7-SS
with Stereo Audio Recording
50483
SID -01149
1 JAV-SW-S7S
"Scheduler 7" Record Session Scheduling Software
50483
SID -01149
1 JAV-SW-P7S
"Publisher 7" Record Session Publishing Software
50483
SID -01149
1 JAV-HDE
Hard Drive Enclosure, 3.5" SATA to USB 2.0eSATA
U983
SID -01149
1 JAV-REC7-DRMK
"Recorder 7" Dual Rack Mount Kit
50483
SID -01149
2 JAV-SW-V7P
"Viewer 7 Pro" Record Session Viewing Software
50483
SID -01149
2 JAV-SW-WLAV
McAfee White List "SolidCore" Antivirus for Suite 7 Embedded Devices
50483
SID -01149
1 USB -LED
USB LED Confidence Recording Indicator
IP Audio deo Encoder
50483
SID -01149
1 JAV-VS31WP
-Built-in Server for Case Monitoring Centralized Logging Applicaions
50483
SID -01149
1 JAV-FS108
Netgear 8 Port 10/100 Fast Ethernet Switch vv/Auto Uplink.
50483
SID -01149
2 JAV-H915RM
Custom Clamping RackMount for the PDR/SDR
50483
SID -01149
2 JAV-CENTRO-ROC
Centro Record Output Cable
50483
SID -01149
1 JAV-SPE-100
Samsung Video Encoder with Audio
1/17/2016 YES YES 1/17/2021
1/17/2016 YES YES 1/17/2021
9/19/2007 YES NO
1/29/2013
1/29/2013
1/29/2013
1/29/2013
1/29/2013
1/29/2013
1/29/2013
1/29/2013
1/29/2013
9/19/2007
9/19/2007
9/19/2007
9/19/2007
1/17/2016
1/17/2016
YES NO
YES NO
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
NO
NO
NO
NO
NO
NO
NO
NO
NO
NO
NO
YES
YES
1/17/2021
1/17/2021
DocuSign Envelope ID: FB644EB3-EE444SC5-8607-3931232BB11A
inksCLASSIC COVERAGE EXTENDED WARRANTY, PREVENTATIVE MAINTENANCE AND SUPPORT AGREEMENT
Jefferson County Superior Court
Port Townsend, Washington
Account#
SID#
gty
Vendor Part#
Description
NO
9/19/2007
YES
NO
CAMERAS
50483
SID -01149
3
JAV-7017
Low Profile Color Video Camera (NTSC)
50483
SID -01149
3
JCM4400
Wall Mount for JAVS Camera
50483
SID -01149
3
JAV-VM550
Fujinon 5mm to 50mm Varifocal Zoom Lens with filter
50,183
SID -01149
1
PS2
JAVS Camera Power Supply
50483
SID -01149
3
JAV-CAMINT
"Actua" Video Interface with Video, Power and Genlock
TELECONFERENCING
50483
SID -01249
1
JAV-THAT2
Telephone Handset Audio Tap
MICROPHONES
50483
SID -01149
8
JAV-CENTRO-MPA
Centro Microphone Pre -Amp Adapter Required to Connect an Existing Mic
50483
SID -01149
7
JAV-JM34
JAVS FlexMic with Multicolor LED and Touch Button
50483
SID -01149
5
JAV-PLX-CB
FlexMic Plexiglass - C Bend (Left Law, Right Law, (2) Bench Approach, Jury/Voir Dire)
50483
SID -01149
1
JAV-ATW-1311/L
Wireless Microphone Bundle with 2 Lapel Microphones.
Includes:
ATW-RC13 Rack -mount receiver chassis
ATW-RU13x2 receiver unit
ATW-T3001 x2 UniPak° transmitter
MT830cW x2lavalier microphone.
50483
SID -01149
1
JAV-ATW-1322
Wireless Microphone Bundle With 2 Handheld Microphones
Includes:
ATW-RC13 Rack -mount receiver chassis
ATW-RU13 x2 receiver unit
AIW-T3002 x2 handheld dynamic microphone/transmitter.
50483
SID -01149
1
JAV-AT-MX3418
SmartMixer-4-Channel Automatic Mixer
ATTACERMNT A
Page 2
Install Date Service Waffan S Year Date
9/19/2007
YES
NO
9/19/2007
YES
NO
9/19/2007
YES
NO
9/19/2007
YES
NO
1/17/2016
YES
YES 1/17/2021
9/19/2007 YES NO
1/17/2016 YES YES 1/17/2021
2/1/2018 YES YES 2/1/2023
2/1/2018 YES YES 2/1/2023
2/1/2018 YES YES 2/1/2023
2/1/2018 YES YES 2/1/2023
2/1/2018 YES YES 2/1/2023
DocuSign Envelope ID: F8644EB3-EE444SCS9S07-39312328B11A
nv, CLASSIC COVERAGE EXTENDED WARRANTY, PREVENTATIVE MAINTENANCE AND SUPPORT AGREEMENT
Jefferson County Supra' Court
Pat Townsend, Wasldtgton
ATTAC:WdENT A
Page 3
WSW Data Service WarraMr S Year Dafe
9/19/2007 YES NO
9/19/2007 YES NO
9/19/2007 YES NO
3/12/2013 YES NO
3/12/2013 YES NO
3/12/2013 YES NO
3/12/2013 YES NO
1/1712016 YES YES 1/17/2021
2/6/2008 YES NO
,QIy
Venda Pang
DescrintioB
PA SYSTEM
50483
SID -01149
1
JAW DRPA
Equalization & Loud Speaker Control System
50483
SID -01149
1
JAV-045
45 Waft Power Amplifier
4 -Way Variable Attenuator "Brick"
50483
SID -01149
1
ATT -28
Transferlsolated
Four In / Four Out
Balance to Unbalanced
50483
SM,01149
1
JAV-100TBP
Small Speaker, Black
50483
SID -01149
1
JAV-MISC
Speaker and Volume Switch for Judge's Bench
50483
SM -01149
2
JAV-SPKSB
Control Style WON Mounted Speaker (Black)
50483
50}01149
2
1AWSPWMB
Black Speaker Mount for JAYS )AV-SPKSS Speaker
ASSISTED LISTENING SYSTEM
50483
SID -01149
1
JAV-CENTRO-ALA
Centro Assisted Listening Adapter
SoundPlus Courtroom Advantage Value System
-1 WIR TX90 -Combination Modulator and Emitter System
SW83
SID -01149
1
JAV-WIRSYS90
-3 WIR RX14-2 -Headset Style IR Receiver, Two Channel
-1 WIR RX124N -Body Pack 4 Channel IR Receiver
-1 NKL 001-Neckkwp
-1 HED 021 -Headphone
ATTAC:WdENT A
Page 3
WSW Data Service WarraMr S Year Dafe
9/19/2007 YES NO
9/19/2007 YES NO
9/19/2007 YES NO
3/12/2013 YES NO
3/12/2013 YES NO
3/12/2013 YES NO
3/12/2013 YES NO
1/1712016 YES YES 1/17/2021
2/6/2008 YES NO
. DocuSign Envelope ID: FB644EB3-EE14-4805-8607-39312328B11A
ATTACHMENT B
Priority
Example
Initial
On -Site
Level
Response*
Response**
Urgent
Non -Recording System; inability to record audio;
1 Business
2 Business
inability to record judge, witness or attorney
Hour
Days
microphone(s)
Faulty monitor, camera, microphone (other than Urgent
2 Business
3 Business
High
Level examples), or system mode not critical to
Hours
Days
recording; publishing; secondary recorder;
Normal
System adjustments to microphone or PA levels,
4 Business
5 Business
camera views and user settings;
Hours
Days
Next scheduled
Supportive
Operational training or minor/preferred hardware
8 Business
Preventative
or software user adjustments, video conference
Hours
Maintenance or
other higher
level repair visit
*An "Initial Response" for the purposes of this Agreement is when a service ticket
is opened and acknowledged by JAVS help desk or JAVS Safeguard Technician.
**An "On -Site Response" for the purposes of this Agreement is the time from when JAVS
help desk or JAVS Safeguard Technician logs the ticket and when the JAVS Safeguard
Technician arrives to Customer's agreed upon appointment for the initial on-site repair.
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: Sophie C. Nordstrom
DATE: May 6, 2019
SUBJECT: JAVS Safeguard Maintenance Agreement
STATEMENT OF ISSUE:
Superior Court is requesting that this agreement be approved for 2019 funding.
ANALYSIS:
On an annual basis Superior Court applies for funding for the JAVS Safeguard Maintenance Agreement.
FISCAL IMPACT:
The funding amount is 3855.00
RECOMMENDATION:
Approve agreement for JAVS Maintenance Agreement.
REVIEWED BY:
r
�✓ /73 _
hilip M ley, oun _Administfator Date
CONTRACT REVIEW FORM
CONTRACT WITH: Justice AV Solution
CONTRACT FOR: JAVS Safeguard Maintenance Agreement TERM:
02/01/2019-01/31/2020
AMOUNT: 3855.00
Revenue:
Expenditure:
Matching Funds Required:
Sources(s) of Matching Funds
Step 1: REVIEW BY I
Review by:
Date Reviewed: 4
ZAPPROVED FORM
Comments
PROCESS: Exempt from Bid Process
Consultant Selection Process
Cooperative Purchase
Competitive Sealed Bid
Small Works Roster
Vendor List Bid
RFP or RFQ
X Other
`L/ ' ✓ it J ✓ ��!< %.
Reiiir'ned for revision (See Comments)
Step 2: REVIEW BY PRO CUTI TORNEY
Review by:
Date Reviewed: cle
APPROVED AS TO FORM El Re ed for revision (See Comments)
Comments
Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO
RISK MANAGEMENT AND PROSECUTING ATTORNEY
Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF
ORIGINALS
Step 5: SUBMIT TO BOCC FOR APPROVAL
Submit originals and 6 copies of Contract, Review Form, and Agenda Bill to BOCC Office.
Place "Sign Here" markers on all places the BOCC needs to sign.
MUST be in BOCC Office by 4:40 p.m. TUESDAY for the following Monday's agenda.
(This form to stay with contract throughout the contract review process.)