STATE OF NORTH CAROLINA COUNTY OF WAKE CONTRACT This CONTRACT, made and entered into this the 8th day ofseptember, 2014, pursuant to the authority granted in NCGS 7A-6 and NCGS 143-62, by and between Capital Marketing Solutions, LLC dba Commercial Printing Co. of Raleigh, North Carolina, hereafter referred to as Company, and the Administrative Office of the Courts, State of North Carolina, hereafter referred to as Agency; WITNESSETH: THAT, in consideration of the promises and covenants hereinafter set forth, the parties hereto have mutually agreed as follows: 1. TERM AND SCOPE OF CONTRACT: The Company shall, for a term of five years beginning August 1, 2014, print and bind the Reports of the Supreme Court of North Carolina and the North Carolina Court of Appeals, hereafter referred to as Reports, Advance Sheets and bound volumes. Advance Sheets and bound volumes of Reports of the Supreme Court shall be separate from the Advance Sheets and bound volumes of Reports of the Court of Appeals. 2. ADVANCE SHEETS, SIZE AND FORMAT: The issues of Advance Sheets shall be 6" x 9" in size and shall be perfect bound, and shall have holes punched to fit a three-ring binder. The stock for the cover of the Supreme Court Advance Sheet issues shall be Blue/65 lb., Mohawk Carnival Cover, or equivalent. The stock for the cover of the Court of Appeals Advance Sheet issues shall be Gamma Green/65 lb., Fraser Brights Cover, or equivalent. The stock for the inside pages of Advance Sheets shall be acid free 50 lb. Natural Rolland Opaque Smooth or equivalent. Wording, format, and typography for the spine and cover of Advance Sheet issues and the format and typography of inside pages of Advance Sheets shall be that which is from time-to-time specified in writing by the reporter; provided, the Company shall be given not less than 30 calendar days written notice of any requested change in typography. 3. MATERIALS INCLUDED IN ADVANCE SHEETS: The Reporter will designate all materials to be included in a particular issue of Advance Sheets; and the Reporter shall provide to the Company the opinions, headnotes, tables, indexes, and such other materials as are to be included. 4. PROVISION FOR WORD PROCESSING/DIRECT ENTRY SYSTEM: It is understood and agreed by the parties that the Judicial Branch has equipped the Reporter's Office and the Company has provided its own necessary equipment so as to provide for a direct entry printing process except for such items as are incapable of being produced by Page 1 of 6
such process. The latter exception encompasses, but is not limited to, items such as photographs, maps and graphs. The direct entry printing process includes, but is not limited to, direct telecommunication connection between the office of the Reporter and the Company's computer. The direct entry printing process currently in use will remain in use for the duration of this contract. 5. DISTRIBUTION DEADLINE FOR ADVANCE SHEETS: The Company will print, bind, and distribute all issues of Advance Sheets within 21 calendar days after receipt of all materials provided by the Reporter for the particular issue. 5A. In addition to the distribution of the Advance Sheets as described above, the Company will deliver to the Reporter, within 14 days after receipt of the materials provided by the Reporter for any particular issue, a.pdf version of that issue in a format suitable for uploading to and viewing from a website. The company shall be paid at the rate of $0.48 (forty-eight cents) per page for this work. 5B. Because the USPS has changed their requirements, the Company must now affix individual mailing labels to each advance sheet which is shipped through the post office. The Company shall be paid the sum of $60.00 (Sixty Dollars) per advance sheet mailing for this work. 6. AMOUNTS PAYABLE TO COMPANY FOR ADVANCE SHEETS: A total of approximately 30 issues of Advance Sheets will be produced annually under this Contract, and the Company will provide 1,200 copies per issue at the following prices per issue: For 176 pages per issue the sum of $5,170.20 For each additional 4 pages, the sum of $95.20 For each additional 8 pages, the sum of $190.40 For each additional 16 pages, the sum of $380.80 For each additional 32 pages, the sum of $761.60 Issues with less than 176 pages will have a deduction of $13.65 per page For each blank page there will be a deduction of $5.55 per page In addition, the Company shall be paid the sums described in paragraphs 5A and 5B above. 7. DISTRIBUTION OF ADVANCE SHEET ISSUES: The Company will affix appropriate address and associated mailing labels, to approximately 1,114 copies of each issue of Advance Sheets, which will be mailed at the Standard Rate and delivered to the Postal Service by the Company. The postage shall be paid from an account maintained by the company, and funded by the Agency. The initial funding from the Agency shall be in the amount of $2,000.00. The company shall hold said funds on behalf of the Agency, and shall account for them by presenting to the Agency a summary that the number of items in each mailing of Advance Sheets; the unit cost of the mailing (per item cost); and the total cost of the mailing. When the balance in the account maintained by Page 2 of 6
the Company falls below the amount required to mail the last preceding completed mailing, the Company shall forward the accounting, and an invoice in an amount equal to that required to replenish the mailing account to the original balance of $2,000.00. The Agency, in turn, shall issue to the Company a check as required by the invoice. The process shall be repeated as required in order to keep sufficient funds on hand with the Company to mail Advance Sheets as they are ready for distribution. At the termination of this agreement, the Company shall provide a final accounting and return to the Agency any funds remaining in the mailing account. In addition to the postage, the Agency shall pay the Company an amount equal to $0.20 per copy for each Advance Sheet processed and mailed by the Company. The Company will deliver the remaining copies of each issue of Advance Sheets, at no additional charge, to the Warehouse of the Administrative Office of the Courts located in Raleigh, N.C. Full count delivery shall be made on each issue and no payment is to be made for any overage on Advance Sheet issues. 8. MATERIALS FOR BOUND VOLUMES OF REPORTS: Each bound volume of the Reports shall contain approximately 775 to 900 pages in total. Whenever there are sufficient pages in the Advance Sheets for such a volume, the Reporter shall direct the Company to close out the volume and shall identify the pages on opinions to be included therein. The Reporter shall transmit to the Company all corrections, changes, and any other materials for the Bound Volume, which were not contained in the Advance Sheets for that volume. Materials published in the bound volumes shall be identical to such materials as are published in the Advance Sheets except for additions, changes, or corrections transmitted to the Company by the Reporter. The Company shall be responsible for accurate proofing of all copy received from the Reporter, including any changes and corrections to be made to material contained in the Advance Sheets, and including any materials not contained in the Advance Sheets but to be published in the bound volumes. No changes may be made after the Reporter has submitted all materials, changes, or corrections to be included in a particular volume and has directed the Company to close out that volume. 9. SIZE, STYLE, PAPER, ETC., OF BOUND VOLUMES: The bound volumes of the Reports shall be the same size and the covers of the same style and color as in Volume 301 of the Supreme Court Reports and Volume 47 of the Court of Appeals Reports. Bound volumes are to be machine-sewed; heavy, single-end papers with cloth strips, cased headbands; covered in the appropriate colors of buckram (Grade F Hollistein, Interlocken, or equivalent); gold leaf titles on red and black labels; black ink for volume numbers and dividing rules; blind embossed border on front and back. Materials and workmanship shall be equal or superior to that of previous volumes. The stock for the inside pages of bound volumes shall be acid free 50 lb. Natural Rolland Opaque Smooth or equivalent. The wording, format, and typography for materials in the bound volumes which were not contained in the Advance Sheets shall be that which is from time-to-time specified in writing by the Reporter; provided, the Company shall be given not less than 30 days written notice of any requested change in typography. Page 3 of 6
10. DISTRIBUTION DEADLINE FOR BOUND VOLUMES: As the result of the direct entry printing process having been implemented pursuant to Section 4, the Company shall distribute copies of each bound volume within 45 calendar days after all materials for that volume has been received from the Reporter. 11. AMOUNTS PAYABLE TO COMPANY FOR BOUND VOLUMES: A total of 8 bound volumes of Reports will be produced annually under this Contract, and the Company will provide 1,025 copies of each volume at the following prices per volume: For 824 pages per volume, the sum of $33,132.00 For each additional 4 pages, the sum of $141.30 For each additional 8 pages, the sum of $282.60 For each additional 16 pages, the sum of $565.20 For each additional 32 pages, the sum of $1,130.40 Volumes with less than 824 will have a deduction of $23.00 per page For each blank page there will be a deduction of $5.55 per page The Company agrees to furnish for each volume published, two gold discs (CD). One CD shall be in.pdf format and shall contain the print format for the volume so that it may be used to create a re-print. The second CD shall also be in.pdf format, but shall contain a "readable" version of the volume when placed in the CD drive of a personal computer. The Agency agrees to pay the sum of $40.00 per volume for these CDs. 12. DISTRIBUTION OF BOUND VOLUMES: The Company will affix peel-off mailing labels, furnished by the Administrative Office of the Courts, to #4 padded mail bags for approximately 600 of each bound volume of Reports, stamp such bags with appropriate postage legend, insert bound volumes, staple the bag openings, run through postage meter, and then deliver the volume copies to the Postal Service. For such service, the Agency will pay to the Company the amount of $1.24 per copy of bound volume, and the Agency will reimburse the Company for the actual amount of postage paid by the Company. The Company will deliver the remaining copies of each bound volume of Reports, at no additional charge, to the Administrative Office of the Courts. Two hundred (200) copies of each bound volume shall be shrink-wrapped, packaged, and sealed in cartons in uniform numbers and delivered for storage. The Company shall appropriately label each such carton and guarantees the same and exact full count in each carton. Full count delivery is required and payment will be made only for the specified quantity, except an overage of up to three (3%) will be allowed on bound volumes. 13. ERRORS IN BOUND VOLUMES: If errors of significance are detected after the publication of a bound volume of Reports, whether caused by the Company or otherwise, the Company shall promptly, upon request of the Reporter, provide to all purchasers of such volume a "crack, peel and affix" correcting printout (and provide such correcting printout for copies of such volume remaining in the Judicial Branch inventory). If the error is caused by the Company, such corrective action will be at the Company's expense. If the error is attributable to the Reporter, the Company's direct costs of such corrective action will be reimbursed by the Judicial Branch. Page 4 of 6
14. CHANGE IN COMPANY'S PRICES: It is understood and agreed that either party may propose annually, during the life of this Contract, an increase or decrease in prices based upon the Company's increased or decreased costs. The party proposing a change in prices will provide detailed justification for such change, and the other party will respond to such request within 25 days after receipt. Any change in prices shall be subject to approval of the Supreme Court of North Carolina. Approval of either party to a request for a change in prices will not be unreasonably withheld. Any act of the General Assembly of North Carolina which impacts this contract shall be treated as a separate event, and not subject to the annual limitation of this paragraph. 15. CONTRACT SUBJECT TO APPROPRIATED FUNDS: The continuance of the Contract is subject to the availability of funds appropriated by the General Assembly of North Carolina. 16. REASONABLE DELAYS BY THE COMPANY: It is understood that any reasonable delay in performance by the Company which is caused by accident, fire, flood, or material, labor, transportation, or energy shortages, or other causes beyond the Company's control, shall not constitute a violation of the Contract. 17. NON-DISCRIMINATION: Pursuant to any requirements of North Carolina law, the Company, for itself and any subcontractors, covenants not to discriminate against an employee or applicant for employment with the respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, age, sex, national origin, or physical handicap. Breach of the covenant may be regarded as a material breach of the Contract. 18. TIME OF ESSENCE AND LIQUIDATED DAMAGES: Time is of the essence in this Contract, and the Company acknowledges that punctuality and reliability of the Company's performance are of vital importance to maintaining and improving the usefulness of the Official Reports of North Carolina Supreme Court and the North Carolina Court of Appeals. The parties agree to the following liquidated damage provision and further agree that such damages shall not be regarded as a penalty: the Company will pay to the North Carolina Judicial Branch liquidated damages in the sum of two hundred fifty dollars ($250) for each and every day for which the Company fails to perform fully and timely its obligations under this Contract for printing, binding, and delivery of Advance Sheet issues and bound volumes. Such daily liquidated damages shall be in addition to any damages to which the Judicial Branch may be entitled under law due to the Company's failure to perform properly any of its obligations under this Contract. If the Contract is terminated due to the Company's default of breach of any of the Contract provisions, any daily liquidated damages payable cease to accumulate as of the date of termination of the Contract. 19. TERMINATION OF THE CONTRACT: This Contract may be terminated, in whole or in part, whenever the Director of the Administrative Office of the Courts in his Page 5 of 6
sole judgment reasonably exercised, with approval of the Supreme Court of North Carolina, shall determine that the Company has failed to perform the Contract or any substantial part thereof. Termination of this Contract or any substantial part thereof shall be effected by presenting to the Company a written notice of termination and the date upon which such termination becomes operative. Under such circumstances, the Judicial Branch will retain all legal remedies available, including damages for increased printing costs of the Judicial Branch during the remaining term of the Contract. 20. DISPUTE RESOLUTION: Any dispute arising under this Contract shall be determined by the law of the State of North Carolina, and this Contract shall be interpreted according to the law of the State of North Carolina. 21. THIRD PARTY PARTICIPATION: The Contractor shall not assign or transfer any interest in this contract. 22. ACCESS TO RECORDS: The State Auditor shall have access to persons and records as a result of all contracts or grants entered into by State agencies or political subdivisions in accordance with General Statute 146-64.7. IN WITNESS HEREOF, the persons signing acknowledge that they are authorized to sign on behalf of their respective agency or company, and by signing they have the authority to bind their respective agency or company to the terms of this Contract. William J. Stuckey Judicial Purchasing Services Officer Capital Marketing Solutions, LLC dba Commercial Printing Co., Inc. BY: Owen D. Andrews Page 6 of 6