08R0013A2.doc

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION SF 30 - BLOCK 14 CONTINUATION PAGE

The following have been added by full text:

WD 2002-0440/CBA

REGISTER OF WAGE DETERMINATIONS UNDER | U.S. DEPARTMENT OF LABOR

THE SERVICE CONTRACT ACT | EMPLOYMENT STANDARDS ADMINISTRATION

By direction of the Secretary of Labor | WAGE AND HOUR DIVISION

| WASHINGTON D.C. 20210

| Wage Determination No.: 2002-0440

William W.Gross Division of | Revision No.: 2

Director Wage Determinations| Date Of Last Revision: 01/18/2008

State: Texas

Area: Texas County of Tarrant

Employed on U.S. Navy contract for food services and mess attendant services.

Collective Bargaining Agreement between Ace Services, Incorporated and Industrial, Technical and Professional Employees Union (ITPE) effective June 1, 2000 through May

31, 2003 and amended on June 14, 2007.

In accordance with Sections 2(a) and 4(c) of the Service Contract Act, as amended, employees employed by the contractor(s) in performing services covered by the

Collective Bargaining Agreement(s) are to be paid wage rates and fringe benefits set forth in the current collective bargaining agreement and modified extension agreement(s).

ADDENDUM

WHEREAS, ACE SERVICES, INC., (hereinafter, the “Company”) and ITPEU, (AFL-ClO). (hereinafter, the “Union”), have entered into a National Agreement effective June 01, 2006. and

WHEREAS, the Union has been duly designated by the Company’s non-supervisory employees at US NAS JOINT RESERVE BASE, FT. WORTH, TEXAS, as their collective bargaining representative, and

WHEREAS, the aforementioned National Agreement provides for the Company and the Union to negotiate wages and fringe benefits for each facility covered thereby and to enter into an Addendum setting forth those economic terms.

NOW, THEREFORE, it is hereby agreed as follows:

WAGES

CURRENT:

Food Sanitation Specialist

$8.82 per hour Food Sanitation Specialist Leader

$9.56 per hour Salad Attendant

$8.95 per hour

EFFECTIVE OCTOBER 1, 2007:

Lead Cook

$11.10 per hour Cook II

$9.91 per hour Storeroom

$10.59 per hour Cashier

$9.55 per hour Salad Prep.

$9.55 per hour Food Sanitation Specialist Leader

$10.16 per hour Food Sanitation Specialist

$9.42 per hour

HEALTH AND WELFARE

CURRENT:

(a)Health and Welfare contributions shall be paid on all hours worked, all hours paid for vacation, holidays and sick leave, but shall not exceed forty (40) hours in any one week, and the payments per hour shall be as follows.

The Company shall provide the sum of three dollars ($3.00) per hour in Health and Welfare benefits, said sum to be contributed to the ITPEU Health and Welfare Fund.

In executing this Agreement, the Company agrees to be bound by the terms and conditions of the Agreement and Declaration of Trust establishing the ITPE Health and Welfare Fund, and the terms and conditions of the Plan created thereunder. Receipt of both documents is hereby acknowledged.

In addition, the Company agrees to be bound by any amendments to the aforesaid Agreement and Declaration of Trust and Plan, together with all resolutions and other actions duly adopted by the Board of Trustees of the ITPEU Health and Welfare Fund.

(b) Contributions for Family or Medical Leave

The Company shall contribute three dollars ($3.00) per hour to the ITPE Health and Welfare Fund on behalf of any employees who is on a family or medical leave of absence under the federal Family and Medical Leave Act. In order to be eligible for such contributions, an employee must have worked for the Company or its predecessor at the Base for a total of at least twelve (12) months and for at least 1,250 hours in the twelve (12) month period preceding the period of family or medical leave.

In no event shall contributions for family or medical leave exceed a period of twelve (12) weeks per employee in any calendar year. The hours of contributions for each week of family or medical leave shall be calculated by determining the average weekly hours worked by the employee during the twelve (12) week period preceding family or medical leave, including all hours during said period of paid vacation, holidays and/or sick leave.

EFFECTIVE OCTOBER 1, 2007:

(a)Health and Welfare contributions shall be paid on all hours worked, all hours paid for vacation, holidays and sick leave, but shall not exceed forty (40) hours in any one week, and the payments per hour shall be as follows.

The Company shall provide the sum of three dollars and sixteen cents ($3.16) per hour in Health and Welfare benefits, said sum to be contributed to the ITPEU Health and Welfare Fund.

In executing this Agreement, the Company agrees to be bound by the terms and conditions of the Agreement and Declaration of Trust establishing the ITPE Health and Welfare Fund, and the terms and conditions of the Plan created thereunder. Receipt of both documents is hereby acknowledged.

In addition, the Company agrees to be bound by any amendments to the aforesaid Agreement and Declaration of Trust and Plan, together with all resolutions and other actions duly adopted by the Board of Trustees of the ITPEU Health and Welfare Fund.

(b) Contributions for Family or Medical Leave

The Company shall contribute three dollars and sixteen cents ($3.16) per hour to the ITPE Health and Welfare Fund on behalf of any employees who is on a family or medical leave of absence under the federal Family and Medical Leave Act. In order to be eligible for such contributions, an employee must have worked for the Company or its predecessor at the Base for a total of at least twelve (12) months and for at least 1,250 hours in the twelve (12) month period preceding the period of family or medical leave.

In no event shall contributions for family or medical leave exceed a period of twelve (12) weeks per employee in any calendar year. The hours of contributions for each week of family or medical leave shall be calculated by determining the average weekly hours worked by the employee during the twelve (12) week period preceding family or medical leave, including all hours during said period of paid vacation, holidays and/or sick leave.

VACATION

CURRENT AND EFFECTIVE OCTOBER 1, 2007:

One (1) week paid vacation after one (1) year of service with a contractor or successor.

Two (2) weeks paid vacation after two (2) years of service with a contractor or successor.

Three (3) weeks paid vacation after five (5) years of service with a contractor or successor.

Four (4) weeks paid vacation after ten (10) years of service with a contractor or successor.

Length of service includes the whole span of continuous service with the present (successor) contractor, wherever employed, and with predecessor contractors in the performance of similar work at the same Federal facility.

Vacations will not be accumulated from year to year, nor taken back to back. If the Company consents, the employee may elect not to take their vacation, in which case they will receive pay in lieu thereof, on the anniversary date of their employment. The employee may take his vacation in more than one segment with the consent of the Company.

An employee will receive an extra day’s vacation or be paid an extra day’s pay for a paid holiday which falls within their vacation period.

Vacations will be granted at times most desired by employees in order of their seniority within their work shifts, but the final right as to allotment and scheduling of vacation periods is reserved to the Company in order to assure the orderly operation of its business. Except in cases of emergency, a vacation once assigned. will not be canceled by the Company except with the Agreement of the employee.

Temporary layoffs or leaves of absence during the year will not interrupt the continuity of service for the purpose of eligibility for vacation, and shall be counted toward the required year for each vacation period.

HOLIDAYS

CURRENT AND EFFECTIVE OCTOBER 01, 2007:

New Year’s Day

Labor Day Martin Luther King’s Birthday

Columbus Day Washington’s Birthday

Veteran’s Day Memorial Day

Thanksgiving Day Independence Day

Christmas Day

Employee’s Birthday

Every employee will be compensated for the above holidays.

In computing the number of hours for which an employee is entitled to compensation at the hourly rate of pay, the proportion which the average number of hours worked by the employee during the preceding normal work week bears to forty (40) hours shall be applied to eight (8) hours to determine the number of paid hours said employee is entitled to receive. For example: If an employee worked thirty (30) hours during the normal work week preceding the holiday week, his holiday pay would be computed by taking 3/4 (30/40) of eight (8) hours and multiplying the resulting six (6) hours by his hourly base rate of pay.

Any worked performed on a holiday will be paid at the employee’s regular rate of pay in addition to the holiday pay. If any of the named holidays fall on a non-working day, the employees shall either observe the holiday on the following work day or shall receive pay for their average number of hours normally worked in lieu of the observance, above their normal compensation for work performed.

In the event that one of the holidays shall occur during the employee’s vacation, the employee will receive one additional day of paid vacation, unless the employee and the Company agree that he may receive pay in lieu thereof.

When the Company requires work on any shift on a holiday, it shall post a notice of such requirement at least seven (7) days prior to that holiday. Said notice shall provide space for the signatures of volunteers for such work. If not enough qualified volunteers sign said notice within three (3) days after posting, the Company shall select qualified employees in reverse seniority to protect the work to be performed. However, if too many employees volunteer, the Company shall select qualified employees in order of seniority to perform the work.

In order for an employee to qualify for a paid holiday, he must have worked his regularly scheduled work day immediately preceding the holiday, and their regularly scheduled work day immediately following the holiday, unless excused by reason of proven illness, bereavement leave or other good cause agreed upon by the Company.

SICK LEAVE

CURRENT AND EFFECTIVE OCTOBER 1, 2007:

All employees of the Company shall be entitled to paid sick leave, accruable on the basis of one half (1/2) day of sick leave for each month continuous service.

Sick leave benefits shall not be accumulative from year to year. All unused sick leave will be paid to all employees of the Company in cash at the end of each Government contract year, or when an employee leaves the employment of the Company, whichever occurs first.

TRAINING PAY COMPENSATION

All employees shall be entitled to receive up to twelve (12) hours of pay per calendar year for bonafide classroom provided to such Employee by an Employer. The decision as to whether to provide such training together with the time and place of such training shall be at sole discretion of the Employer.

The rate of pay for such hours of training shall be the hourly rate of pay in effect on the date such training takes place, regardless of the actual date of payment.

BEREAVEMENT LEAVE

(CURRENT AND EFFECTIVE OCTOBER 01, 2007:

In the instance of death of a member of the immediate family of an employee, the Company will grant a paid leave not to exceed three (3) days annually, to enable such employee to attend the funeral and otherwise assist in the burial of such member of the family.

A day’s pay will consist of the employee’s base rate of pay for the hours scheduled for the days during which the bereavement occurs, and shall be applicable only to days within their regular work week.

The term “immediate family” as used herein, shall refer to the following members only: spouse, parent, child or sibling. “Parent” and “child” includes those relationships such as step-parent or step-child or grandparent, when appropriate, where the parties stand in the position of parent and child.

An employee entitled to bereavement leave as provided in this Agreement, shall not receive such benefits unless he gives reasonable notice prior to commencing bereavement leave and provides proof of such bereavement to the Company.

“Reasonable notice” is defined as providing notification to the Company immediately upon the employee receiving such notice of death or impending death of an immediate family member.

In order to qualify for paid bereavement leave, an employee must have completed their probationary period set forth in this Agreement.

JURY DUTY COMPENSATION

Employees summoned to serve as jurors ion their regularly scheduled work days shall be compensated the difference between the amount of monies received from the Court for such services and the compensation that they would normally receive from the Company for working their daily scheduled hours. Each eligible employee shall be entitled to receive up to five days, not to exceed eight (8) hours per day paid Jury Duty compensation. To be eligible for this compensation, an employee shall have worked beyond their probationary period as specified in this Agreement. Additional eligibility requirements are as follows:

(a) An employee must notify the Company of their summons to serve on jury duty, promptly upon receipt thereof.

(b) An employee must provide the Company with adequate proof of dates and times served as well as proof of all compensation received from the Court for such duty performed.

(c) Employees shall not be compensated for jury duty which was performed on a voluntary basis.

Employees shall not be compensated for jury duty performed on a holiday specified in this Agreement or on Saturdays or Sundays, whether or not such days are normally part of an employee’s assigned work week.

There shall be no obligation on the part of the Company to compensate an employee for the lost employment time due to Court appearances where the employee is a party to the legal action which the Court is addressing, or for the Union business.

PENSION

The Company shall contribute to the ITPE Pension Fund the sum of sixty-five cents ($0.65) per hour for all hours worked, for each and every employee covered by this Agreement.

The Company agrees that all contributions to the ITPE Pension Fund shall be submitted to the office of the Fund located at 6851 Jericho Turnpike, Suite 255, Syosset, New York 11791, no later than the twenty-fifth day following the month for which the contributions are due. If such day falls on a Saturday or Sunday, the due date shall be the following Monday. In the event of a holiday, the due date shall be on the next business day. For example, all contributions due and owing for the month of January shall be submitted by the Company no later than February 25th .

Failure on the part of the Company to pay contributions in accordance herewith, shall result in its being subject to interest, liquidated damages and counsel fees in accordance with the provisions of the ITPE Pension Fund.

The Company also agrees that it shall submit reports to the offices of the ITPE Pension Fund accompanying each monthly contribution report which shall furnish the name, social security number and number of hours worked by each covered employee.

The Company further agrees that it will submit to audits of its books by the Trustees, or their designee, to determine if the Company is making the required contributions to the Fund under this Agreement. In the event the audit results in a finding that the Company has paid less than 98% of its required contributions for the period covered by the audit, the Company shall pay the cost of the audit. If the audit results in a finding that the Company has paid 98% or more of its required contributions for the period covered, the Trust Fund will pay the cost of the audit.

IN WITNESS WHEREOF the parties hereto have executed this Agreement this 14th day of June, 2007.

FOR: ITPEU, AFL-CIO

FOR: ACE SERVICES, INC.

MAUREEN ALSHEIMER,

TRACY JOHNSON, PRESIDENT

REPRESENTATIVE

SAN ANTONIO, BRANCH

SECTION SF 1449 - CONTINUATION SHEET

The following have been modified:

52.212-2 EVALUATION--COMMERCIAL ITEMS (JAN 1999)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

(1) Technical

(2) Price

(3) Past Performance

A Low Price technically Acceptable evaluation technique will be used to evaluate offers. The contract resulting from this solicitation will be awarded to the responsible offeror submitting a technically acceptable proposal, having acceptable past performance, and the lowest evaluated price.

For (1) Technical Approach, the offeror’s proposal will be evaluated on the following subfactors, as to how well their technical approach demonstrates their comprehension of the requirement defined in the performance work statement:

1. Demonstration that the offeror can obtain personnel that meet the personnel requirements of the PWS (see PWS section C.1.2), and that the Site Manager and Alternate Site Manager(s) possess the knowledge and experience necessary to successfully manage and operate a full food service galley. This is a pass/fail factor.

2. Demonstration that the offeror’s Staffing Plan will ensure the requirements of the PWS are met. The offeror’s staffing plan will be evaluated regarding the proposed staff size and labor mix throughout the daily normal operating hours of the galley. This is a pass/fail factor.

3. Demonstration that the offeror’s Quality Control Plan (see PWS section C.1.4) will ensure the requirements of the PWS are met. This is a pass/fail factor.

4. Demonstration that the offeror’s Housekeeping Plan (see PWS section C.5.1) will ensure the requirements of the PWS are met. This is a pass/fail factor.

Technical Approach is a pass/fail factor. To be considered for award, the offeror must have an “ACCEPTABLE” rating for the Technical Approach factor and all subfactors.

For (2) Past Performance, the offeror’s proposal will be evaluated in accordance with the evaluation criteria outlined in the Contractor Performance Evaluation Survey that is included in the solicitation. This is a pass/fail factor. To be considered for award, the offeror must have an overall Past Performance Rating other than “POOR” (see “Contractor Performance Evaluation Survey Rating Sheet”). If an offeror has a “POOR” rating, their offer will be considered unacceptable.

For (3) Price, the contract resulting from this solicitation will be awarded to the responsible offeror submitting a technically acceptable proposal, having acceptable past performance, and the lowest evaluated price.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of clause)

PROPOSAL SUBMISSION REQUIREMENTS

Offerors shall submit their proposals in accordance with the following preparation instructions.

of Copies

Document and Pricing

Information

Plan and Past

Performance Information

A. General:

1. Clarity and completeness of the proposal are of the utmost importance. The proposal must be written in a clear and concise manner. It must use quantitative terms whenever possible.

2. Place of Submission

FISC Jacksonville

110 Yorktown Avenue

Jacksonville, FL 32212-0097

Attn: Arleen L. Starks, Code 230.AS

Phone: 904-542-4452

Fax: 904-542-1095

Email: Arleen.Starks@navy.mil

B. Volume I - Completed Solicitation Document and Pricing Information

1. STANDARD FORM 1449:

For the purposes of a response hereto, submission of the Standard Form 1449 includes the entire content of this document. Each offeror is to submit an original and one copy of the Standard Form 1449, with original signatures and dates. Include all applicable representations and certifications.

2. STANDARD FORM 3O

Each Amendment(s) (if issued) acknowledgement must be signed and dated by an authorized official and submitted with the solicitation.

3. PRICE PROPOSAL

Price Summary and Supporting Rationale. Address all price elements applicable to the proposed effort.

a.

Direct Labor. Itemize proposed direct labor hours and amounts by individual labor categories. Identify priced overtime hours and uncompensated overtime hours (if any). State how many hours equal a productive man-year and identify productive and nonproductive direct labor hours/dollars. Identify base rates and source of base rates (i.e., date of base rates, individual/ category average rates, wage determination). Identify annual escalation rate(s) proposed and the basis. NOTE: Direct labor categories covered by the Service Contract Act wage determinations should not be escalated. Direct labor rates for covered categories should include Health and Welfare fringe as mandated by the Department of Labor. Key Personnel positions of Site Director and Program Manager are exempt from the SCA.

b.

Service Contract Act. The offeror should also identify all labor categories subject to the Service Contract Act and identify what category on the Wage Determination applies to the contractor's employees. The direct labor rate (unburdened) paid to each non-exempt employee should be listed next to the contractor's labor category.

Volume II - Technical Performance Plan

General.

Volume II shall be the technical proposal demonstrating your understanding of the proposed work and describing your proposed method of attaining contract objectives. The technical approach shall be prepared in such a manner as to enable the Government to make a thorough and complete evaluation and arrive at a sound determination as to whether or not the service proposed and described will satisfy the requirements of the Government.

The first section of the Technical Performance Plan should provide an executive summary that highlights any proposed process innovation(s) that demonstrates a contractor's unique corporate talent and capability to clearly meet the performance requirements of the performance work statement. Offerors are encouraged to incorporate innovative management, operational and administrative technologies and work methodologies into their management approach that will realize enhanced service delivery, increased customer satisfaction, safety, and cost savings; etc.

Written Submission Instructions

1. Thirty-Day Transition Plan. The Technical Performance Plan shall include a 30-day Transition Plan. The Transition Plan should indicate a clear understanding of the problems involved in phase-in of a new contract, and present rationale and reasonable solutions to these problems. It should include a clear and feasible plan for obtaining all resources required (manpower, equipment, and finances) within a minimum period of time after contract award. The following factors shall be addressed:

( Employee recruitment.

( Phase-in of key personnel.

( Interface with the Navy during phase-in to include meetings or status reports as considered necessary.

( Equipment leases/acquisitions

( Supervision of Transition.

( Manning of Transition

( Development and dissemination of operating instructions, procedures, and control directives.

( Initial training, indoctrination and orientation of employees.

( Transfer of Government furnished property.

( The amount of time required from notification of contract award, to operating and assuming complete responsibility for furnishing all services to be accomplished under the proposed contract.

( Plan of action that clearly details how the joint inventory will be conducted and completed during transition.

The Government considers a smooth transition and continuity of services to be critical. The offeror's approach to transition the program from the current program management and operation should detail how the offeror will maintain quality and minimize disruption to the command's mission.

It is currently estimated that the transition period will begin no later than 1 Mar 2008 with the contractor assuming full responsibility for contract on 1 Apr 2008.

2. Quality Assurance. The offeror is responsible for developing and implementing a viable quality control process. The description of the Quality Assurance Process should outline the procedures for monitoring the performance requirements as set forth in the PWS. The plan should not be prescriptive, but shall highlight key performance measures and include (at a minimum) the following items:

a.

A description of the inspection system to cover the key services listed in the PWS The description shall include specifics as to the areas to be inspected on both a scheduled and unscheduled basis, frequency of inspections, and the title and organizational placement of the offeror's inspectors.

b.

A description of the methods used for identifying and preventing defects in the quality of service performed, investigating and resolving customer complaints, and implementing continuous process improvement and innovations.

3. Staffing. The offeror shall provide a comprehensive staffing plan that will be implemented during contract performance. The Staffing Plan shall identify how personnel will be staffed for all functions by site identified in the performance work statement.

a.

The contractor shall detail the process for recruiting, training and retaining staff. Offerors are responsible for addressing how they intend to utilize their personnel to perform the required functions under the contract. A Staffing Plan Matrix shall be provided that identifies the labor categories proposed, the number of hours proposed for each labor category, the number of personnel assigned to each labor category, and their authority/responsibility and functions.

4. Resumes. Resumes shall be provided for key personnel. Each resume must indicate whether it is for a current employee of your firm or a proposed new hire. Resumes shall include the following information:

a.

Name b.

Educational Background c.

Employment history giving the name of each employer, the period of employment and title.

d.

Applicable experience history. Include name of company, length of time, description of duties, level of responsibility, and title.

e.

Other experience the company may wish to present to show the potential of the candidate. Include name of company, length of time, description of duties, level of responsibility, and title.

5252.237-9406 INSPECTION OF SITE (JAN 1992)

Offerors or quoters are invited to inspect the NAS JRB Fort Worth Galley where services are to be performed. Site visit is scheduled for 31 January 2008 at 1000 local time. This will be the only site visit for this solicitation.

(End of Summary of Changes)