FedSourceTask Order	ATTACHMENT I	Period of Performance:
		Marsh 11, 2005-November 9, 2009
SAN08387

 

Period of Performance 3/11/2006 – 3/10/2007
ITEM #		DESCRIPTION		QUANTITY		UNIT PRICE			EXTENDED PRICE
2VCM00I		Basic LMS Set-Up (225,000)		[*]		$	[*]		$	[*]
2VCM002		End User licenses (25,000-49,999)		[*]		[*]			[*]
N/A		Library Licenses (30,000)		[*]		[*]			[*]
5VCM00I		Project Manager		[*]		[*]			[*]
5VCM002		Senior Analyst		[*]		[*]			[*]
5VCM003		Senior Designer - Lead Instructional Designer		[*]		[*]			[*]
5VCM004		Journeyman Analyst - Instructional Designer		[*]		[*]			[*]
5VCM00S		Junior Analyst		[*]		[*]			[*]
5VCM006		Programmer		[*]		[*]			[*]
5VCM007		Instructor - SME		[*]		[*]			[*]
5VCM008		Graphics Artist		[*]		[*]			[*]
5VCM009		Technical Editor		[*]		[*]			[*]
TOTAL									$	1,481,480.17

 

Period of Performance: 3/11/2007-3/10/2008
ITEMS		DESCRIPTION		QUANTITY		UNIT PRICE			EXTENDED PRICE
2VCM00I		Basic LMS Set-Up (225,000)		[*]		$	[*]		$	[*]
2VCM002		End User Licenses (25,000-49,999)		[*]		[*]			[*]
N/A		Library licenses (30,000)		[*]		[*]			[*]
5VCM00I		Project Manager		[*]		[*]			[*]
5VCM002		Senior Analyst		[*]		[*]			[*]
5VCM003		Senior Designer - Lead Instructional Designer		[*]		[*]			[*]
5VCM004		Journeyman Analyst - Instructional Designer		[*]		[*]			[*]
5VCM00S		Junior Analyst		[*]		[*]			[*]
5VCM006		Programmer		[*]		[*]			[*]
5VCM007		Instructor - SME		[*]		[*]			[*]
5VCM008		Graphics Artist		[*]		[*]			[*]
5VCM009		Technical Editor		[*]		[*]			[*]
TOTAL									$	1,510,694.33

 

Period of Performance: 3/11/2008 -3/10/2009
ITEMS		DESCRIPTION		QUANTITY		UNIT PRICE			EXTENDED PRICE
2VCM00I		Basic LMS Set-Up (225,000)		[*]		$	[*]		$	[*]
2VCM002		End User Licenses (25,000-49,999)		[*]		[*]			[*]
N/A		Library Licenses (30,000)		[*]		[*]			[*]
5VCM00I		Project Manager		[*]		[*]			[*]
5VCM002		Senior Analyst		[*]		[*]			[*]
5VCM003		Senior Designer- Lead Instructional Designer		[*]		[*]			[*]
5VCM004		Journeyman .Analyst - Instructional Designer		[*]		[*]			[*]
5VCM00S		Junior Analyst		[*]		[*]			[*]
5VCM006		Programmer		[*]		[*]			[*]
5VCM007		Instructor - SME		[*]		[*]			[*]
5VCM008		Graphics Artist		[*]		[*]			[*]
5VCM009		Technical Editor		[*]		[*]			[*]
TOTAL									$	1,540,770.09

 

Period of Performance: 3/11/2009 - 11/9/2009

ITEMS

DESCRIPTION

QUANTITY

UNIT PRICE

EXTENDED PRICE

2VCM00I

Basic LMS Set-Up (225,000)

[*]

$

[*]

$

[*]

2VCM002

End User Licenses (25,000-49,999)

[*]

[*]

[*]

N/A

Library Licenses (30,000)

[*]

[*]

[*]

5VCM00I

Project Manager

[*]

[*]

[*]

5VCM002

Senior Analyst

[*]

[*]

[*]

5VCM003

Senior Designer - Lead Instructional Designer

[*]

[*]

[*]

5VCM004

Journeyman Analyst - Instructional Designer

[*]

[*]

[*]

5VCM00S

Junior Analyst

[*]

[*]

[*]

5VCM006

Programmer

[*]

[*]

[*]

5VCM007

Instructor - SME

[*]

[*]

[*]

5VCM008

Graphics Artist

[*]

[*]

[*]

5VCM009

Technical Editor

[*]

[*]

[*]

TOTAL

$

1,047,881.97

TOTAL TASK ORDER VALUE

$

5,580,826.56

 

[*]  Confidential Treatment Requested for Portions of this Agreement

 

 

Amer Technology, Inc.

Task Order Modification Award Notice

To V-Campus

Modification Award Date 3/13/06

 

Task Order Award Notice Contract Number TPD-04-C-0013 Customer POC Information Department of Veterans Affairs 810 Vermont Ave. N. W. Washington, DC 20420 US Attn: Seldon Todd Phone: (202) 501-3442 Fax: (202) 501-3462 E-mail address:

Earliest Start Date: 3/11/06 Task Order Number: S AN008387-Mod 002 FedSource RFP: Q007041-SAN Site Location Department of Veterans Affairs 810 Vermont Ave. N. W. Washington, DC 20420 US Attn: Seldon Todd Phone:(202) 501-3442 Fax: (202) 501-3462

 

FASTRAC Modification 002:
Award Period: 3/11/06 - 3/10/07		Project Title: VALO SUPPORT - Renewal Year

 

Item		Description		Qty		Rate		Total
2VCM001		Basic LMS Set-Up (225,000)		[*]
2VCM002		End User Licenses (25,000-49,999)		[*]		[*]		[*]
N/A		Library Licenses (30,000)		[*]		[*]		[*]
5VCM001		Project Manager		[*]		[*]		[*]
5VCM002		Senior Analyst		[*]		[*]		[*]
5VCM003		Senior Designer - Lead Instructional Designer		[*]		[*]		[*]
5VCM004		Journeyman Analyst -Instructional Designer		[*]		[*]		[*]
5VCM005		JuniorAnalyst		[*]		[*]		[*]
5VCM006		Programmer		[*]		[*]		[*]
5VCM007		Instructor - SME		[*]		[*]		[*]
5VCM008		Graphics Artist		[*]		[*]		[*]
5VCM009		Technical Editor		[*]		[*]		[*]
Total								$	1,481,480.17

 

Designated billing items are no to be exceeded without Task Order Modification

 

[*]  Confidential Treatment Requested for Portions of this Agreement

 

 

Block 14 Continuation

 

This modification is to renew the use of the FasTrac program for the period of 3/11/2006 through 3/10/07. This effort will provide 30,000 employees access to SkillSoft Complete Combined Library , the Environmental Safety and Health and Legal Compliance Library and support to the Library Management System. The support consists of help desk support and the creation of customized ad hoc reports throughout the period of performance. The three line items were broken down into multiple labor categories, with percentages allocated to each of the services line items (help desk and reports). See PNM for details. This task order was awarded under the FasTrac program, which was completed and awarded to Amer Technology.

 

This Task Order Modification Award Notice is issued pursuant to the Subcontracting Agreement between Amer Technology, Inc. and Subcontractor

 

Jack Jensen

Vice-President, Instructional Systems

5717 Northwest Parkway, Suite 103

San Antonio, TX 78249

Tel (210) 256-7070 FAX (210) 256-7878

 

2

 

SUBCONTRACT AGREEMENT

 

EFFECTIVE DATE:		February 11, 2005
CONTRACT TYPE:		Time and Materials Labor Hours Firm Fixed Price Indefinite Delivery – Indefinite Quantity Task Order
CONTRACT VALUE:		Contract Price to be established by Task Orders issued hereunder
CONTRACTOR CONTACTS:		Contracts:		Jack Jensen, Vice President Instructional Systems Amer Technology, Inc
		Technical:		Jack Jensen, Vice President Instructional Systems Amer Technology, Inc.
		Contracts:		Ronald E. Freedman Sr. Vice President, Sales and Marketing VCampus Corporation
SUBCONTRACTOR CONTACTS:		Technical:		Joy Gilstrap Manager, Sales Support VCampus Corporation

 

 

APPROVAL SIGNATURES:
VCampus Corporation		Amer Technology, Inc.
/s/ Christopher L. Nelson
Signature		Signature
Christopher L. Nelson, Chief Financial Officer
Name and Title		Name & Title
3/1/05
Date		Date

 

1

 

TABLE OF CONTENTS

 

DESCRIPTION		PAGE
SUBCONTRACT COVER PAGE		1
TABLE OF CONTENTS		2
SECTION B. SERVICES		3
SECTION C. DESCRIPTION		5
SECTION D. PACKAGING AND MARKING		5
SECTION E. INSPECTION AND ACCEPTANCE		5
SECTION F. DELIVERIES OR PERFORMANCE		6
SECTION G. CONTRACT ADMINISTRATION DATA		7
SECTION H. SPECIAL CONTRACT REQUIREMENTS		12
SECTION I. CONTRACT CLAUSES		18

 

2

 

SECTION B -  SERVICES

 

B.1                                SCOPE OF WORK

 

(a)   The Subcontractor shall furnish the necessary services (“Services”) of skilled professional, technical personnel or firm fixed price deliverables (“Deliverables”)_to fulfill the requirements of the Task Orders (TO) in support of the prime Statement of Work entitled “TBD”. The personnel supporting this effort must meet the requirements of the attached Labor Category Descriptions.

 

(b)  Deliverables will be in accordance with the Task Orders dated TBD. In the event any software licenses are specified as a Deliverable in a TO, each software license will be subject to the software developer’s applicable license terms and conditions. In the case of Subcontractor’s proprietary software, the terms and conditions governing such software are contained in Subcontractor’s GSA Schedule GS-35F-0069M, which is hereby incorporated by this reference. In no instance will a software license be deemed a Service for the purposes of this Agreement or any terms or conditions incorporated herein.

 

B.2.          LABOR HOURS (T&M)

 

The labor hours will be specified in each Task Order (TO). Each person will be assigned a labor category. Only those categories specifically approved for a TO may be charged. The Prime Program Manager must approve every person charging to a TO in advance, in writing. The selection of individuals to support this program was based on the personnel having the critical skills necessary to provide continuity of services for the FasTrac requirements. No substitution or replacement of personnel will be permitted without written consent from the Prime Contractor, which shall not be unreasonably withheld.

 

(a)   Individuals or groups of individuals assigned under this contract will not divulge or communicate in any way anything that is considered to be proprietary, financial, confidential and/or privileged information by Prime Contractor (i.e. wages, hours, manning, progress) to third parties to include government representatives without the express written consent of Prime Program Manager.

 

(b)  The parties anticipate that under this Agreement it may be necessary for either party to transfer to the other information of a proprietary nature. Proprietary information shall be clearly identified by the disclosing party at the time of disclosure by (i) appropriate stamp or markings on the document exchanged; or (ii) written notice, with attached listings of all material, copies of all documents, and complete summaries of all oral disclosures (under prior assertion of the proprietary nature of the same) to which each notice relates, delivered within two (2) weeks of the disclosure to the other party.

 

(c)   Each of the parties agrees that it will use the same reasonable efforts to protect such information as are used to protect its own proprietary information. Disclosures of such information shall be restricted to those individuals who are directly participating in the proposal, contract and subcontract efforts identified in Articles 1, 2, 3, and 4 hereof.

 

(d)  Neither party shall make any reproduction, disclosure, or use of such proprietary information except as follows:

 

3

 

(1)           Such information furnished by the Subcontractor may be used, reproduced and/or disclosed by Contractor in performing its obligations under this Agreement.

 

(2)           Such information furnished by Contractor may be used, reproduced and/or disclosed by the Subcontractor in performing its obligations under this Agreement.

 

(3)           Such information may be used, reproduced and/or disclosed for other purposes only in accordance with prior written authorization received from the disclosing party.

 

(e)   The limitations on reproduction, disclosure, or use of proprietary information shall not apply to, and neither party shall be liable for reproduction, disclosure, or use of proprietary information with respect to which any of the following conditions exist:

 

(1)           If, prior to the receipt thereof under this Agreement, it has been developed or learned independently by the party receiving it, or has been lawfully received from other sources, including the Government, provided such other source did not receive it due to a breach of this Agreement or any other agreement.

 

(2)           If, subsequent to the receipt thereof under this Agreement, (i) it is published by the party furnishing it or is disclosed, by the party furnishing it to others, including the Government, without restriction; or (ii) it has been lawfully obtained, by the party receiving it, from other sources including the Government, provided such other source did not receive it due to a breach of this or any other agreement; or (iii) such information otherwise comes within the public knowledge or becomes generally known to the public.

 

(3)           If any part of the proprietary information has been or hereafter shall be disclosed in a United States patent issued to the party furnishing the proprietary information hereunder, the limitations on such proprietary information as is disclosed in the patent shall be only that afforded by the United States Patent Laws after the issuance of said patent.

 

(4)           If any part of the proprietary information is required by law to be disclosed. In the event that information is required to be disclosed pursuant to subsection 4, the party required to make disclosure shall notify the other to allow that party to assert whatever exclusions or exemptions may be available to it under such law or regulation.

 

(f)   Neither the execution and delivery of this Agreement, nor the furnishing of any proprietary information by either party shall be construed as granting to the other party either expressly, by implication, estoppel, or otherwise, any license under any invention or patent now or hereafter owned or controlled by the party furnishing the same.

 

(g)  This contract supersedes all written, express, verbal and nonverbal correspondence that may or may not have been communicated in the past.

 

(h)  Effort expended in fulfilling each TO shall only include effort in direct support of any resultant contract and shall not include effort expended on such things as local travel to and from an employee’s usual work location, uncompensated effort while on travel status, truncated lunch periods, un-approved work (actual or inferred) at the employee’s residence or other non-work locations, or other effort which does not have a specific and direct contribution to tasks described herein.

 

B.3          POINTS OF CONTACT

 

All communication shall be between Subcontractor and Prime Contractor. The subcontractor is not authorized to send any correspondence directly to the Government Contracting Officer unless communication is initiated by the Government Contracting Officer.

 

4

 

PRIME CONTRACTOR:

 

Amer Technology, Inc.

Attn: Balwinder Dhillon

6502 Bandera Rd, Suite 105

San Antonio, TX 78238

 

SUBCONTRACTOR:

 

VCampus Corporation

Attn: Joy Gilstrap

1850 Centennial Park Drive, Suite 200

Reston, VA 20191

 

SECTION C -   DESCRIPTION

 

C.1          DESCRIPTION

 

The Services and Deliverables set forth in Section B shall comply with the following documents:

 

a.              Task Order (TO)

b.             FasTrac Scope of Work/Performance Work Statement

c.              Prime Contract

d.             Contract Security Classification Specification (DD254 ), if applicable

e.              Contract Data Requirements List, if applicable

 

SECTION D -  PACKAGING AND MARKING

 

D.1                              PAYMENT OF POSTAGE AND FEES

 

The Subcontractor shall pay all postage and fees related to submitting information and materials to the Government unless mutually agreeable alternate arrangements are made between the Prime Contractor and the Subcontractor.

 

D.2                              PREPARATION FOR DELIVERY

 

All items shall be packaged in accordance with normal commercial practice.

 

D.3                              MARKING OF SHIPMENTS

 

To facilitate identification, the Subcontractor making shipments to the Prime Contractor or to the Government shall mark each piece, bundle, or container (inside and outside) with the Government contract number, the task order number, and, in addition, mark all shipments in accordance with normal commercial practice.

 

5

 

SECTION E -  INSPECTION AND ACCEPTANCE

 

E.1                                REFERENCED CLAUSES

 

The following contract clause pertinent to this section is hereby incorporated by reference:

 

FAR 52.246-4		INSPECTION OF SERVICES–FIXED-PRICE (AUG 1996)
FAR 52.246-6		INSPECTION - TIME-AND-MATERIAL AND LABOR-HOUR
		(MAY 2001)

 

E.2                                NOTICE: MATERIAL AND WORKMANSHIP

 

All material incorporated in the work shall be new and the work shall be performed in a skillful and workmanlike efficient manner. Both materials and workmanship shall be subject to the inspection of the Prime Program Manager or their duly authorized representative who may require the Subcontractor to correct defective workmanship or materials.

 

E.3                                INSPECTION AND ACCEPTANCE AT DESTINATION

 

The Government or the Prime Program Manager will perform inspection and acceptance at destination. QA performance standards will be specified for each task order and be dependent upon the complexity of the task to be performed.

 

The Prime Contractor will provide written notice to the Subcontractor of deficiencies or necessary corrections to Deliverables within 30 calendar days of receipt of such deliverable. This notice will state the action the Prime Contractor requires of the Subcontractor in accordance with provisions of 52.246-20, Warranty of Services.

 

E.4                                ACCEPTANCE REVIEW AND QUALITY

 

The Prime Contractor will conduct a review of the contract Deliverables for completeness, correctness, and compliance with SOW requirements.

 

E.5                                QUALITY CONTROL

 

The Subcontractor is required to maintain a system of quality control commensurate with the task order requirements. At a minimum, historical and in process workloads segregated by task order and general task category is required. . The performance standards for each task order will be specified in the task order request. The Subcontractor is required to immediately notify the Prime Contractor of problems or situations that could negatively impact compliance with the provisions of the contract, and to inform the Prime Contractor of the plan the Subcontractor will implement to resolve problems.

 

SECTION F -  DELIVERIES OR PERFORMANCE

 

F.1                                REFERENCED CLAUSES

 

FAR 52.242-15		Stop-Work Order (AUG 1989)
FAR 52.247-34		F.O.B. Destination (NOV 1991)

 

6

 

F.2                                PERIOD OF PERFORMANCE

 

This agreement shall be in place: Base Year 2/11/05 -  2/10/06

 

Should the Government exercise options, this agreement will extend for the following periods:

 

Option Year 1       2/11/06 -  2/10/07

Option Year 2       2/11/07 -  2/10/08

Option Year 3       2/11/08 -  11/9/08

 

F.3                                PLACE OF PERFORMANCE

 

The place of performance shall be specified in each task order.

 

SECTION G - CONTRACT ADMINISTRATION DATA

 

G.1                              ACCOUNTING AND APPROPRIATION DATA

 

Accounting and appropriation data will be provided in each TO.

 

G.2                              FACILITIES/COMPUTER COSTS

 

The Subcontractor shall not direct charge for facilities cost and computer cost. In the event that travel or material costs are required to support an effort, it will be identified in the TO. Any ODC must be part of the TO.

 

G.3                              NOTICE OF TAXATION

 

The Subcontractor shall provide the Prime Contractor with written notice of any proposed tax assessments, exemptions, exclusions or refunds, which would increase or decrease costs or liabilities to the subcontractor and/or Prime Contractor. The notice shall be submitted to Prime Contractor in sufficient time to provide the Government a meaningful opportunity to assert its immunity, participate in negotiations or litigation with the taxing authority concerning the applicability of the tax, and/or adjust the parties’ liability for costs according to the increase or decrease in tax.

 

G.4                              SUBCONTRACTOR LIABILITY FOR STATE AND LOCAL TAXES

 

Generally, the Subcontractor is liable for payment of state or local taxes on this subcontract to the same extent that it would be liable for such taxes on a contract with a non-government entity. Although it may be useful for the Subcontractor to inform the taxing authorities that Prime Contractor’s customer, FedSource San Antonio, is a federal government agency, this fact alone does not in and of itself create a tax exemption for the subcontractor. While some transactions undertaken by the Subcontractor pursuant to this subcontract may be exempt from a state or local tax, it is the Subcontractor’s responsibility to identify such exemption under the applicable statute, and to resolve the applicability of such with state or local taxing authorities.

 

G.5                              TASK PROPOSAL REQUEST

 

a.     The following types of task orders may be issued:

 

1.              Fixed-Price: This is a task for which there are reasonably definite requirements, and for which there is one or more tangible Deliverables.

 

2.              Time-and-Materials: This is a task that addresses a requirement where it is not

 

7

 

possible to define the work specifically enough to permit the development of a firm price estimate. The end product may be either services to perform specified types of work or the production of piecework, such as training manuals. This type of task order will be issued with a not-to-exceed ceiling price.

 

3.              Labor-Hours: This is a task that addresses a requirement where it is not possible to define the work specifically enough to permit the development of a firm price estimate. No materials are necessary in the performance of the work. This type of task order will be issued with a not-to-exceed ceiling price.

 

b. For time-and-materials task orders, the Prime Program Manager will negotiate a finalized proposal, delivery schedule, performance metrics and standards, specifications, and issue the task order. The Subcontractor may not exceed the monetary limitation outlined in the task order without prior approval of the Prime Program Manager.

 

c. In the event the task order calls for inclusion of ancillary costs such as equipment acquisition, computer time, software, or continuing travel (other than a single trip), the Subcontractor shall include these costs in the task proposal. If a task order will require delivery of any materials or supplies, the Government will include FAR provisions 52.225-2 and 52.225-4 in the task proposal request, as necessary.

 

G.6                    TASK ORDER PROPOSAL

 

The task proposal request doesn’t commit the Prime Contractor to pay any costs incurred in the submission of any proposal, nor does it commit the Government to issue a task order for such services.

 

G.7                    TASK ORDER PROCESS

 

Time and Material RFP (Category 5) -  Typically FedSource requires response within three business days. In order to meet the short turnaround:

 

•    Qualify vendor(s) based upon factors such as:

i.                   Suggested source

ii.                Technical expertise

iii.             Past performance

iv.            Location

v.               Security Clearance

vi.            Price

•    Forward RFP to qualified vendor(s) within one business day.

•    Mini-proposal due to Prime Program Manager within one business day.

•    Evaluate proposal(s) on the factors such as:

i.                   Technical Approach/best industry practices

ii.                Past performance

iii.             Proposed personnel

iv.            Price

v.               Other factors included, but not limited to, estimated level of effort and

 

8

 

period of performance

 

•                           QA for AQL adherences in accordance with our QA plan

•                           Select the successful vendor

•                           Submit successful proposal to FedSource within three days after RFP release

•                           Conduct negotiations as needed

•                           If award is made, Prime Program Manager will notify winning contractor via email within one business day after award is received.

•