Exhibit 10.114


 


VCampus
Proposal to Amer Technology Inc. for


Department
of Veterans Affairs


VA
Learning University


Web-based
Training Initiative


 


VA
Learning Online (VALO)


Request
for  Task Order SOW Modification


Contract
Number


TPD-04-C-0013


FedSource
Task Order


SAN008387


One
(1) Year Contract with Three (3) Renewal Options


March 11,
2006— November 9, 2009


 


Date:
March 7, 2006


 


VCampus proposes as per Attachment I for the
one year with three renewal options for the continued support of VALO 

on-line training:


 


Period of Performance


 


	
  Base Year

  	
   

  	
  3/11/2006 -
  3/10/2007

  
	
  Option
  Period One

  	
   

  	
  3/11/2007 -
  3/10/2008

  
	
  Option
  Period Two

  	
   

  	
  3/11/2008 -
  3/10/2009

  
	
  Option
  Period Three

  	
   

  	
  3/11/2009 -
  11/9/2009

  



 


Pricing


 


This Task Order is submitted as a Firm Fixed Priced proposal. See
Attachment I for details.


 


Payment terms are as follows:


 


Amer Technology, Inc. will pay to VCampus the full firm fixed
price amount for the base year of $1,481,480.17 within four (4) days of
Amer Technology receiving payment from the Government.


 


Pricing Validity


 


All prices, terms and conditions quoted herein are valid for thirty
(30) days from the date of this proposal.


 

















 


	
  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: SAN008387-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.


•                          Within
one business day of receiving award, Subcontractor must respond via email, with
the understanding to proceed.


 


Firm Fixed Price (Category 1 to 4): The
following procedures shall be followed in initiating tasks under this
Subcontract for pre-priced requirements.


 


•              Chose the
appropriate vendor, based on factors such as:


i.                  Suggested
source


ii.               Technical
expertise


iii.            Past
performance


iv.           Location


v.              Security
Clearance


vi.           Price


•              Complete quote with
particular focus on quantity


•              Return to FedSource
within 24 hours of RFP release


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


•              Within one business
day of receiving award, Subcontractor must respond via email, with the
understanding to proceed.


 


G.8                   INVOICING


 


The invoice, with appropriate backup documentation (i.e., time sheets),
shall be submitted in an Excel, Access, or compatible format to the Prime
Contractor via the Internet or in diskette form via FedEx at Subcontractor’s
expense. Supporting documentation shall be sent electronically if possible. If
the electronic invoice is sent via diskette, the diskette shall be sent to the
following address:


 


Amer Technology


6502 Bandera Rd, Suite 105


San Antonio, TX 78238


 


The Subcontractor shall render monthly invoices, including backup
documents, in arrears by the 5th calendar day of the following month
for Services and Deliverables received in the prior month (e.g., October 1—31
shall be billed by November 5th).


 


Prime Contractor shall submit an accurate invoice (reflecting all
Services and Deliverables timely invoiced by Subcontractor) to the Government
by the 12th of each month (as specified in performance work
statement).


 


9

















 


A “late” invoice is defined as a valid invoice that the Contractor
submits after the 5th day of the month, or the next business day if
the 5th calendar day is on a weekend or holiday, for the previous
monthly period of service. “Late” subcontractor invoices will be included in
the following month’s invoice to the government (e.g. an invoice received from
the subcontractor on 6 November for services provided October 1-31
will be included in the prime contractor’s invoice to the government submitted
by the 12th of December).


 


a. Labor-Hour Task Order -  Detailed costs shall be provided in the
following:


 


i.                  For
labor hours, labor expended for each skill level. The amount invoiced shall
include labor charges for actual hours worked and other actual expenses based
upon contract rates. Copies of timesheets shall be included.


ii.               Total
labor charges


iii.            Total
invoice amount


 


b.
Time-and-Materials Task Order -  Detailed costs shall be provided in the
following:


 


i.                  For
time-and-materials tasks, labor expended for each skill level. The amount
invoiced shall include labor charges for actual hours worked and other actual
expenses based upon contract rates. Copies of timesheets shall be included.


ii.               Total
labor charges


iii.            Travel
and per diem charges


iv.           Total
other direct costs


v.              Total
invoice amount


 


NOTE: For reimbursable charges such as equipment, travel, per diem and
other direct costs, invoices shall reflect the Subcontractor’s actual expense
for the item. Receipts must accompany invoices for reimbursable charges.
Receipts for travel and per diem will be submitted as required by the Federal
Travel Regulations.


 


c. Fixed-Price Task Order -  Payment requests will be based on the payment schedule shown
in the task order.


 


The Subcontractor agrees to include the following information on each
invoice, as well as the information detailed above on labor-hour and
time-and-materials task orders:


 


i.                      Name
and address of the Subcontractor


ii.                   Invoice
date and number


iii.                Subcontract
number and number for each Task Order (identifying the agency customer)


a.                   Period
of performance


iv.               Description,
quantity, unit of measure, unit price, and extended price of supplies delivered
or services performed


v.                  Shipping
and payment terms


 


10

















 


vi.               Name
and address of Subcontractor official to whom payment is to be sent (must be
the same as that in the contract or in a proper notice of assignment)


vii.            Name
(where practicable), title, phone number, and mailing address of person to be
notified in the event of a defective invoice


viii.         Other
substantiating documentation or information as required by the Subcontract (for
example, time cards for labor-hours or time-and-material task orders)


 


All invoices shall be sent to the Prime Contractor with separate pages identified
for each customer agency with its agency code and task order number and
appropriate charges. All billing issues shall be handled and resolved between
the Subcontractor and the Prime Contractor’s representative. The Subcontractor
shall direct all questions and will use its reasonable best efforts to resolve
all issues concerning invoices with the Prime Contractor and not the Government. Subcontractor shall
not engage in any billing discussion with a customer agency unless: a) the
customer agency initiates the discussion, b) Prime Contractor has authorized
the discussion, or c) Prime Contractor has breached a provision of this Agreement.


 


Each TO may have additional invoicing instructions.


 


Questions regarding payment shall be directed to (TBD).


 


Payment to Subcontractor will be made within four working days after
Prime Contractor receives payment from FedSource.


 


G.9                   PAYMENT


 


1.             Payment of invoices will be made based
on the following:


 


a.              Negotiated
monthly payment schedule


b.             Level
of effort


c.              Fixed-price
in accordance with the payment schedule for Deliverables in the individual
task order


 


2.             If
supplies or services are rejected for failure to conform to the technical
requirements of the subcontract, or any other contractually legitimate reason,
the Subcontractor will be paid an amount indicated by the payment calculation
associated with the acceptable quality performance standards indicated in the
task order or an amount negotiated by the Prime Contractor.


 


3.                Reimbursement for travel expenses:


 


a.              Subcontractor
will be reimbursed for travel and per diem expenses as specifically authorized
in a task order. Charges cannot exceed those stipulated in the Federal Travel
Regulations unless documented by conditions listed in FAR 31.205-46, Travel
Costs.


b.             Limits
on travel rates for food and lodging are determined in accordance with Federal
Travel Regulations.


 


11

















 


c.              Labor hour payments will be made for
actual authorized travel time in support of approved task orders using the same
criteria as for Government personnel traveling under the same circumstances.
The Subcontractor is responsible for ensuring that travel time outside of
normal work hours is kept to a minimum. Upon request, the Subcontractor shall
furnish schedules and mode of transportation to the Government.


 


G.10       PRICING
OF ADJUSTMENTS


 


When costs are a factor in any determination of a contract price
adjustment pursuant to FAR  52.243-1, Changes - Fixed Price, and
52.243-3, Changes – Time-and-Materials or Labor-Hours, such costs shall be in
accordance with the contract cost principles and procedures in Part 31 of the
Federal Acquisition Regulation (48 CFR 31) in effect on the date of the
subcontract award.


 


G.11                      WITHHOLDING


 


In accordance with 52.232-7, Payments under Time-and-Materials and
Labor-Hour Contracts, the Prime Contractor may withhold 5% of invoiced amounts for Subcontractor Services when directed
to do so by FedSource. If the Prime Contractor intends to withhold, it will
indicate its intent in the task order. In the event withholding is done, funds
will be withheld pending approval of the Services by the Government. Withheld
funds will be promptly returned to Subcontractor upon approval by the
Government, along with any interest on the withheld amounts that have accrued
and are paid by the Government. If the Government intends to not release
withheld amounts, the Subcontractor will be promptly notified.


 


G.13                      REPORTING


 


Quarterly status reports shall be processed and forwarded to the Prime
Contractor via email NLT the 8th day of each new quarter. Input
shall include at a minimum new offerings/product initiatives, planned changes
to existing offerings, new issues, and plans for resolving issues.


 


SECTION H
-  SPECIAL CONTRACT REQUIREMENTS


 


H.1                             PUBLIC
RELEASE OF INFORMATION PERTAINING TO THIS CONTRACT


 


Any proposed release of information pertaining to this contract or the
work called for hereunder shall be submitted to the Prime Contractor for
approval prior to release. No information shall be released without written
approval from the Prime Contractor.


 


H.2                             PRIME
CONTRACTOR AND GOVERNMENT CLOSURES


 


(a) Those persons working on Prime Contractor premises shall
observe Prime Contractor holidays. Those persons working on government premises
shall observe government holidays.


 


(1) Holidays


 


Prime Contractor Holidays:


New Year’s Day -  1 January


President’s Day – 3rd Monday in
February


 


12

















 


Memorial Day -  Last Monday in May


Independence Day -  4 July


Labor Day – 1st Monday in
September


Thanksgiving Day – 4th Thursday in
November


Day after Thanksgiving


Christmas Day – 25 December


Post Christmas Day - 26 December


 


Government Holidays:


New Year’s Day - 1 January


Martin Luther King, Jr.’s Birthday – 3rd
Monday in January


President’s Day – 3rd Monday in
February


Memorial Day -  Last Monday in May


Independence Day -  4 July


Labor Day


Labor Day – 1st Monday in
September


Columbus Day – 2nd Monday in
October


Veteran’s Day -  11 November


Thanksgiving Day – 4th Thursday in
November


Christmas Day – 25 December


 


(2) Any other day designated by Federal Statute, Executive Order
or a Presidential proclamation.


 


(3) When a holiday falls on a Sunday, the following Monday will be
observed as a legal holiday.  When a
holiday falls on a Saturday, the preceding Friday is observed as a holiday by
U.S.  Government Agencies.


 


(4) Unless authorized by the Prime Program Manager, or his/her
duly authorized representative, the Subcontractor shall not work UNDER THIS
SUBCONTRACT at any Contractor facility on any contractor holiday listed above
nor should any deliveries under this subcontract be made to any on site facility
on those days. For those persons working at government facilities, no work will
be done on government holidays listed above without specific written
authorization.


 


(b) Administrative Leave:


 


(1) When the Government grants administrative leave to employees
as a result of inclement weather, potentially hazardous conditions, or other
special circumstances, subcontractor personnel working at the specific
facility/location granted administrative leave shall also be dismissed.
However, the subcontractor shall provide sufficient on-site personnel to
perform the requirements of critical work, which will be defined as critical in
Task Order.


 


(2) On-site personnel working on this subcontract shall not be
granted access to Agency installations during closure situations unless they
are designated as emergency or essential personnel required to the requirements
of critical work, or are otherwise instructed by the Prime Program Manager or
duly authorized representative. On-site personnel at another government facility
shall only be granted access under terms agreed to with that Agency.


 


13

















 


H.4                             INSURANCE


 


(a) In accordance with FAR
28.307-2 the subcontractor shall at his own expense, procure and maintain
during the entire performance period of this subcontract insurance of at least
the kinds and minimum amounts set forth below:


 


	
  Worker’s Compensation and Employer’s Liability
  Insurance

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  General Liability Insurance: 

  	
   

  	
   

  	
   

  	
   

  
	
  For Bodily Injury Liability Minimum Per
  Occurrence

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Automobile Liability Insurance:

  	
   

  	
   

  	
   

  
	
  Minimum Per Person

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  Minimum Per Occurrence for Bodily Injury

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Minimum Per Occurrence for Property Damage

  	
   

  	
  $

  	
   20,000

  	
   

  



 


(b) Prior to the commencement of work hereunder, the Subcontractor
shall furnish to the Prime Program Manager Representative, a written statement
of the above required insurance. The policies evidencing required insurance
shall contain an endorsement to the effect that cancellation or any material change
in the policies adversely affecting the interest of Prime Contractor in such
insurance shall not be effective for such period as may be prescribed by the
laws of the state in which this subcontract is to be performed and in no event
less than thirty (30) days after written notice thereof to the Prime Program
Manager.


 


(c) The Subcontractor shall insert the substance of FAR 52.228-7
clause, including this paragraph (c), in all first tier subcontracts hereunder.


 


H.5                             MEETINGS
AND CONFERENCES


 


Technical meetings and/or conferences may be necessary to resolve
problems and to facilitate understanding of the technical requirements of the
TO. Participants at these meetings and conferences shall be members of the
Subcontractor’s technical staff and technical representatives of the
Government. When attendance at such meetings/conferences is authorized by the
task order, all costs shall be billed on a time and materials basis. When
reimbursement is not authorized by the task order, all costs associated with
the attendance at these meetings and conferences shall be incidental to the
contract and not separately billed.


 


H.6                             RULES
AND REGULATIONS ON A GOVERNMENT FACILITY


 


While on the premises of the customer agency, regulations include
presenting valid identification for building entrance and obeying all the rules and
regulations provided by the agency. If work is to be performed in a restricted
area, Subcontractor personnel shall be escorted at all times. Subcontractors
shall comply with the safety rules of the Government installation that
concern related activities not directly addressed in this contract. The
Subcontractor shall take all reasonable steps and precautions to prevent
accidents and preserve the life and health of Subcontractor and Government
personnel.


 


14

















 


H.7                             NON-PAYMENT
FOR ADDITIONAL WORK


 


Any additional services or change to work not specified in each TO may
be performed by the Subcontractor at the financial risk of the Subcontractor.


 


H.8                             PERSONAL
SERVICES


 


(a) Prime Contractor and the Subcontractor understand and agree
that the services to be delivered under this subcontract by the Subcontractor
to Prime Contractor are non-personal services and the parties recognize and
agree that no employer-employee relationship exist or will exist under the
subcontract between Prime Contractor and the Subcontractor’s employees. It is
therefore, in the best interest of Prime Contractor to afford both parties a
full understanding of their respective obligations.


 


(b) Subcontractor personnel under this subcontract shall not:


 


(1) Be placed in a position where they
are under the supervision, direction, or evaluation of a Prime Contractor
employee.


(2) Be placed in a position of command,
supervision, administration or control over Prime Contractor or Government
personnel.


(3) Be used for the purpose of avoiding
manpower ceilings or other personnel rules and regulations.


(4) Be used in administration or
supervision of Government procurement activities.


 


(c) Employee Relationship: The services to be performed under this
subcontract do not require the Subcontractor or his/her personal judgment and
discretion on behalf of the Prime Contractor or the Government. Rather the
Subcontractor’s personnel will act and exercise personal judgment and
discretion on behalf of the Subcontractor.


 


(d) Inapplicability of Employee Benefits: This subcontract does
not create an employer-employee relationship. Accordingly, entitlements and
benefits applicable to such relationships do not apply. The entire
consideration and benefits to the Subcontractor for performance of this
subcontract are contained in the provisions for payment under this subcontract.


 


(e) Subcontractor employees shall be clearly identifiable while on
Prime Contractor or Government property.


 


(f) Notice. It is the Subcontractor’s, as well as Prime Contractor’s
responsibility to monitor subcontract activities and notify the Prime Program
Manager if the Subcontractor believes that the intent of this clause has been
or may be violated. The following procedures will be used:


 


(1) The Subcontractor shall notify the
Prime Program Manager in writing promptly, within 10 calendar days from the
date of any incident that the Subcontractor considers to constitute a violation
of this clause. The notice shall include the date, nature, and circumstance of
the conduct, the name, function, and activity of each government,
subcontractor, prime official or employee, or Subcontractor official or
employee involved or knowledgeable about such conduct, identify any documents
or substance of any oral communication involved in the contact, and the 


 


15

















 


estimate in
time by which Prime Contractor shall respond to this notice to minimize cost,
delay or disruption of performance.


 


(2) The Prime Program Manager shall promptly, within 10 calendar
days after receipt of notice, respond to the notice in writing. In responding,
the Prime Program Manager shall either:


 


(i) Confirm that the conduct is in violation and when necessary
direct the mode of further performance;


 


(ii) Counter any communication regarded as a violation;


 


(iii) Deny that the conduct constitutes a violation and when
necessary direct the mode of further performance; or


 


(iv) In the event the notice is inadequate to make a decision,
advise the Subcontractor what additional information is required, and establish
the date by which it should be furnished by the Subcontractor and the date
thereafter by which the Prime Contractor will respond.


 


(v) This notice does not constitute a claim and resolution will
not result in any increase to the price/cost of this contract.


 


(g) The Subcontractor shall ensure that all of their personnel
working in Prime Contractor or Government facilities are knowledgeable of the
content of this policy.


 


H.9                             LABOR
RATES AND CATEGORIES


 


The Subcontractor may NOT charge a category unless specifically
authorized by the Prime Program Manager. The labor rates are fixed rates per
labor category specified in the task order. 
Each individual must meet, at a minimum, the requirements of the labor
category qualifications for which they are charging against. Any personnel
change must be reported in writing to the Prime before the next invoice cycle.


 


H.10                      ORDER OF
PRECEDENCE


 


Any inconsistency in this contractual document (inclusive of documents,
provisions or exhibits referenced herein or attached hereto) shall be resolved
by giving precedence in the following order:


 


(1)                                          Subcontract
Document (excluding the Statement of Work and CDRLs)


(2)                                          Task
Order(TO)


(3)                                          FasTrac
Statement of Work


(4)                                          Prime
Contract Statement of Work and CDRLS


 


H.11                      SOLICITING
EMPLOYEES


 


Neither Prime Contractor nor the Subcontractor shall solicit for hire
any employee of each other nor of the other Subcontractors working on the
FasTrac Program without the written consent of the employee’s employer. This
clause, however, shall not restrict in any way the right of Prime Contractor or
the Subcontractor to solicit generally in the media for required personnel.
Furthermore, this clause does not restrict employees of Prime Contractor or
Subcontractor from pursuing on their own initiative employment opportunities
with the other party. However, this paragraph shall not apply when an employee
of the subcontractor approaches Prime Contractor for a position (unsolicited by
Prime Contractor while the individual is employed by the 


 


16

















 


Subcontractor) and employment of that individual by Prime Contractor on
the FasTrac program would be in the best interests of the Government or the
FASTRAC program.


 


H. 12                   INDEMNIFICATION


 


In the event Subcontractor, its employees, agents, or lower-tier
subcontractors enter premises occupied by or under the control of Prime
Contractor in the performance of this agreement, Subcontractor shall indemnify
and hold harmless Prime Contractor, its officers and employees from any
settlement amount or final judgment award by reasons of property damage or
personal injury of whatsoever nature or kind arising out of, as a result of, or
in connection with such performance occasioned in whole or in part by the
actions or omissions of the Subcontractor, its employees, agents, or lower-tier
subcontractors. Without any way limiting the foregoing undertakings,
Subcontractor and its lower-tier subcontractors shall maintain liability and
property damage insurance in reasonable limits covering the obligations set
forth above and shall maintain proper Worker’s Compensation insurance covering
all employees performing this Agreement. In the event Subcontractor, its
employees, agents, or lower-tier subcontractors enter premises occupied by or
under the control of Prime Contractor in the performance of this agreement,
Prime Contractor shall indemnify and hold harmless Subcontractor, its officers
and employees from any loss, cost, damage, expense, or liability by reasons of
property damage or personal injury of whatsoever nature or kind arising out of,
as a result of, or in connection with such performance occasioned in whole or
in part by the actions or omissions of the Prime Contractor, its employees,
agents, or lower-tier subcontractors (other than Subcontractor).


 


H.13                      PHASE-OUT OF
CONTRACT AND CONTINUITY OF SERVICES


 


The Subcontractor must recognize that services under this contract must
continue without interruption and that upon contract expiration, a successor,
either the Government or another contractor, may continue services. The
Subcontractor agrees to exercise its best effort and cooperate effectively in
an orderly and efficient transition to any successor contractor in the event of
contract expiration.


 


H.14                      GOVERNMENT
FURNISHED FACILITIES, SUPPLIES AND SERVICES


 


The Subcontractor agrees to use all available Government working space,
materials, services, and other support at, or available through, any Government
activity where work under this contract will be performed, at no charge to the
Subcontractor.


 


a.                              PHYSICAL SECURITY: The Subcontractor shall be responsible
for safeguarding all Government property provided for Subcontractor use as well
as for the Subcontractor’s property. At the close of each work period,
government facilities, equipment, and materials shall be secured.


 


b.                             EQUIPMENT: Contract personnel shall have joint use of all
the equipment available for performing services required by this contract.


 


H.15                      ACQUISITION/LEASING
OF INFORMATION PROCESSING RESOURCES


 


In the event the Subcontractor proposes to lease or acquire any
Information Technology (IT) equipment or software for the performance of a task
order under this contract, it must be precisely defined in the task order
proposal or an amendment thereto. The acquisition/lease (including terms and
conditions, particularly in regard to end-of-lease terms), the procurement 


 


17

















 


method, and the condition must be approved, in writing, by the Prime’s
COTR prior to action by the Contractor. In addition, all IT equipment shall
meet Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794(d) accessibility
requirements. Information on Section 508 may be obtained at
www.section5O8.gov.


 


H.16                      IMPAIRED PERSONNEL


 


The Subcontractor is required to remove immediately any Subcontractor
personnel whose actions or impaired state raises reasonable suspicion that
clear and present danger of physical harm exists to the public, other
contractor employees, Government personnel, or the impaired individual.


 


H17                         MARKETING


 


The Subcontractor shall have an in-depth knowledge of FasTrac including
its purpose and how other Government agencies benefit from the use of its
contracts. The Subcontractor shall have the capability to market the FasTrac
products/services.


 


SECTION I
- CONTRACT CLAUSES


 


I.1                                  DESIGNATIONS


 


The following contract clause(s) pertinent to this section is/are
hereby incorporated by reference.


 


For the purposes of the clauses below which are incorporated by
reference into the subcontract, the following terms shall be changed to the
designations indicated below:


 


“Government” shall mean “Prime Contractor”


“Contractor” shall mean “Subcontractor”


“Contracting Officer” shall mean “Prime
Program Manager”


“COR” or “Contracting Officer’s
Representative” shall mean “Prime Program Manager”


“Contract” shall mean “Subcontract”


 


These changes do not apply to clauses allowing access to financial and
accounting records and data.


 


1.2.                            52.252-2
CLAUSES INCORPORATED BY REFERENCE (FEB 1998)


 


This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. The full text of a
clause may be accessed electronically at this address: www.arnet.gov/far/


 


	
  52.202-1

  	
   

  	
  DEFINITIONS
  (DEC 2001)

  
	
  52.203-3

  	
   

  	
  GRATUITIES
  (APR 1984)

  
	
  52.203-5

  	
   

  	
  COVENANT
  AGAINST CONTINGENT FEES (APR 1984)

  
	
  52.203-6

  	
   

  	
  RESTRICTIONS
  ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1995)

  
	
  52.203-7

  	
   

  	
  ANTI-KICKBACK
  PROCEDURES (JUL 1995)

  
	
  52.203-8

  	
   

  	
  CANCELLATION,
  RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

  
	
  52.203-10

  	
   

  	
  PRICE OR
  FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

  
	
  52.204-2

  	
   

  	
  SECURITY
  REQUIREMENTS (AUG 1996)

  



 


18

















 


	
  52.204-4

  	
   

  	
  PRINTED
  OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000)

  
	
  52.204-7

  	
   

  	
  CENTRAL
  CONTRACTOR REGISTRATION (OCT 2003)

  
	
  52.209-6

  	
   

  	
  PROTECTING
  THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED,
  SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995)

  
	
  52.215-2

  	
   

  	
  AUDIT
  AND RECORDS - NEGOTIATION (JUNE 1999)

  
	
  52.216-22

  	
   

  	
  INDEFINITE
  QUANTITY (OCT 1995)

  
	
  52.217-8

  	
   

  	
  OPTION
  TO EXTEND SERVICES (NOV 1999)

  
	
  52.222-1

  	
   

  	
  NOTICE
  TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)

  
	
  52.222-3

  	
   

  	
  CONVICT
  LABOR (AUG 1996)

  
	
  52.222-4

  	
   

  	
  CONTRACT
  WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME COMPENSATION (SEPT 2000)

  
	
  52.222-21

  	
   

  	
  PROHIBITION
  OF SEGREGATED FACILITIES (FEB 1999)

  
	
  52.222-26

  	
   

  	
  EQUAL
  OPPORTUNITY (APR 2002)

  
	
  52.222-29

  	
   

  	
  NOTIFICATION
  OF VISA DENIAL (FEB 1999)

  
	
  52.222-35

  	
   

  	
  EQUAL
  OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND
  OTHER ELIGIBLE VETERANS (DEC 2001)

  
	
  52.222-36

  	
   

  	
  AFFIRMATIVE
  ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)

  
	
  52.222-37

  	
   

  	
  EMPLOYMENT
  REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER
  ELIGIBLE VETERANS (DEC 2001)

  
	
  52.222-41

  	
   

  	
  SERVICE
  CONTRACT ACT OF 1965, AS AMENDED (MAY 1989)

  
	
  52.222-43

  	
   

  	
  FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT-PRICE ADJUSTMENTS
  (MULTIPLE YEAR AND OPTION CONTRACTS) (MAY 1989)

  
	
  52.223-5

  	
   

  	
  POLLUTION
  PREVENTION AND RIGHT-TO-KNOW INFORMATION (APR 1998)

  
	
  52.223-6

  	
   

  	
  DRUG-FREE
  WORKPLACE (MAY 2001)

  
	
  52.223-10

  	
   

  	
  WASTE
  REDUCTION PROGRAM (AUG 2000)

  
	
  52.223-14

  	
   

  	
  TOXIC
  CHEMICAL RELEASE REPORTING (OCT 2000)

  
	
  52.224-1

  	
   

  	
  PRIVACY
  ACT NOTIFICATION (APR 1984)

  
	
  52.224-2

  	
   

  	
  PRIVACY
  ACT (APR 1984)

  
	
  52.225-1

  	
   

  	
  BUY
  AMERICAN ACT -SUPPLIES (MAY 2002)

  
	
  52.225-3

  	
   

  	
  BUY
  AMERICAN ACT - NORTH AMERICAN FREE TRADE AGREEMENT - ISRAELI TRADE
  (MAY 2002)

  
	
  52.225-13

  	
   

  	
  RESTRICTIONS
  ON CERTAIN FOREIGN PURCHASES (JULY 2000)

  
	
  52.227-1

  	
   

  	
  AUTHORIZATION
  AND CONSENT (JUL 1995)

  
	
  52.227-2

  	
   

  	
  NOTICE
  AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (AUG 1996)

  
	
  52.227-14

  	
   

  	
  RIGHTS
  IN DATA - GENERAL (JUN 1987)

  
	
  52.228-5

  	
   

  	
  INSURANCE
  - WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

  
	
  52.228-7

  	
   

  	
  INSURANCE
  - LIABILITY TO THIRD PERSONS (MAR 1996)

  
	
  52.229-3

  	
   

  	
  FEDERAL,
  STATE, AND LOCAL TAXES (JAN 1991)

  
	
  52.229-5

  	
   

  	
  TAXES - CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO RICO (APR
  1984)

  
	
  52.229-6

  	
   

  	
  TAXES -
  FOREIGN FIXED-PRICE CONTRACTS (JAN 1991)

  
	
  52.232-1

  	
   

  	
  PAYMENTS
  (APR 1984)

  
	
  52.232-7

  	
   

  	
  PAYMENTS
  UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS (FEB 2002)

  
	
  52.232-11

  	
   

  	
  EXTRAS
  (APR 1984)

  
	
  52.232-23

  	
   

  	
  ASSIGNMENT
  OF CLAIMS (JAN 1986)

  
	
  52.232-25

  	
   

  	
  PROMPT
  PAYMENT (FEB 2002)

  
	
  52.233-1

  	
   

  	
  DISPUTES
  (JULY 2002)

  
	
  52.237-2

  	
   

  	
  PROTECTION
  OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984)

  
	
  52.237-3

  	
   

  	
  CONTINUITY
  OF SERVICES (JAN 1991)

  
	
  52.239-1

  	
   

  	
  PRIVACY
  OR SECURITY SAFEGUARDS (AUG 1996)

  
	
  52.242-13

  	
   

  	
  BANKRUPTCY
  (JUL 1995)

  
	
  52.243-1

  	
   

  	
  CHANGES.
  FIXED PRICE (AUG 1987), ALTERNATE II (APR 1984)

  



 


19

















 


	
  52.243-3

  	
   

  	
  CHANGES
  - TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

  
	
  52.244-2

  	
   

  	
  SUBCONTRACTS
  (AUG 1998)

  
	
  52.244-5

  	
   

  	
  COMPETITION
  IN SUBCONTRACTING (DEC 1996)

  
	
  52.245-2

  	
   

  	
  GOVERNMENT
  PROPERTY (FIXED-PRICE CONTRACTS) (DEC 1989)

  
	
  52.245-5

  	
   

  	
  GOVERNMENT
  PROPERTY (COST-REIMBURSEMENT, TIME-AND-MATERIAL, OR LABOR-HOUR CONTRACTS)
  (JAN 1986)

  
	
  52.246-25

  	
   

  	
  LIMITATION
  OF LIABILITY - SERVICES (FEB 1997)

  



 


20

















 


I.3                                  FAR
52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (MAY 2002)


 


(a) Definitions. As
used in this clause


 


“Commercial item” has the meaning contained
in the clause at 52.202-1, Definitions.


 


“Subcontract” includes a transfer of commercial items between
divisions, subsidiaries, or affiliates of the Contractor or subcontractor at
any tier.


 


(b) To the maximum extent practicable, the Subcontractor shall
incorporate, and require its subcontractors at all tiers to incorporate,
commercial items or non-developmental items as components of items to be
supplied under this contract.


 


(c)(1) The Subcontractor shall insert the following clauses in
subcontracts for commercial items:


 


(i) 52.219-8, Utilization of Small Business Concerns (Oct 2000) (15
U.S.C. 637(d)(2)(3)), in all subcontracts that offer further subcontracting
opportunities. If the subcontract (except subcontracts to small business
concerns) exceed $500,000 ($1,000,000 for construction of any public facility),
the subcontractor must include 52.219-8 in lower tier subcontracts that offer
subcontracting opportunities.


(ii) 52.222-26, Equal Opportunity (Apr
2002) (E.O. 11246).


(iii) 52.222-35, Equal
Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and
Other Eligible Veterans (Dec 2001) (38 U.S.C. 42 12(a));


(iv) 52.222-36, Affirmative Action for Workers with Disabilities
(Jun 1998) (29 U.S.C. 793).


(v) 52.247-64, Preference for Privately Owned U.S.-Flagged
Commercial Vessels (Jun 2000) (46 U.S.C. Appx 1241) (flow down not required for
subcontracts awarded beginning May 1, 1996).


 


(c)(2) While not required, the Subcontractor may flow down to
subcontracts for commercial items a minimal number of additional clauses
necessary to satisfy its contractual obligations.


 


(d) The Subcontractor shall include the terms of this clause,
including this paragraph (d), in subcontracts awarded under this contract.


 


I.4                                  FAR
52.246-20 WARRANTY OF SERVICES (MAY 2001)


 


(a) Definition. “Acceptance,” as used in this clause, means the
act of an authorized representative of the Government by which the Government
assumes for itself, or as an agent of another, ownership of existing and
identified supplies, or approves specific services, as partial or complete
performance of the contract.


(b) Notwithstanding
inspection and acceptance by the Government or any provision concerning the
conclusiveness thereof, the Subcontractor warrants that all services performed
under this contract will, at the time of acceptance, be free from defects in
workmanship and conform to the requirements of this contract. The Prime Program
Manager shall give written notice of any defect or nonconformance to the
Subcontractor within 30 days from the date of acceptance by the Government.
This notice shall state either –


 


21

















 


(1) That the Subcontractor
shall correct or re-perform any defective or nonconforming services; or


 


(2) That the Government does not require
correction or re-performance.


 


(c) If the Subcontractor is required to correct or re-perform, it
shall be at no cost to the Government, and any services corrected or
re-performed by the Subcontractor shall be subject to this clause to the same
extent as work initially performed. If the Subcontractor fails or refuses to
correct or re-perform, the Prime Contractor may make an equitable adjustment in
the contract price.


 


(d) If the Government does not require correction or
re-performance, the Prime Program Manager may make an equitable adjustment in
the contract price.


 


(e) Neither party, under any circumstances, shall be liable to the
other for any indirect, special, incidental, cover, punitive, or consequential
damages or similar damages, including lost profits or lost data, even if such
party has been advised of the possibility of such damages. Subcontractor’s
cumulative liability to Prime Contractor and all other parties arising our of
or relating to this agreement shall not exceed in aggregate the fees paid to
Subcontractor hereunder.


 


I.5                                  SUBCONTRACTING
WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A TERRORIST
COUNTRY


 


(a) Unless the Government determines that there is a compelling reason to
do so, the Subcontractor shall not enter into any subcontract in excess of $25,000
with a firm, or a subsidiary of a firm, that is identified, on the List of
Parties Excluded from Federal Procurement and Non-procurement Programs, as
being ineligible for the award of Defense contracts or subcontracts because it
is owned or controlled by the government of a terrorist country.


 


(b) A corporate officer or a designee of the Subcontractor shall
notify the Contracting Officer, in writing, before entering into a subcontract
with a party that is identified, on the List of Parties Excluded from Federal
Procurement and Non-procurement Programs, as being ineligible for the award of
Defense contracts or subcontracts because it is owned or controlled by the
government of a terrorist country. The notice must include the name of the
proposed subcontractor and the compelling reason(s) for doing business with the
subcontractor notwithstanding its inclusion on the List of Parties Excluded
from Federal Procurement and Non-procurement Programs.


 


I.6                                  PROHIBITION
ON USE OF NONIMMIGRANT ALIENS—GUAM


 


The work required by this contract shall not be performed by any alien
who is issued a visa or otherwise provided nonimmigrant status under Section 101(a)(15)(H)(ii) of
the Immigration and Nationality Act (8 U.S.C. I 101(a)(15)(H)(ii)). This
prohibition does not apply to the performance of work by lawfully admitted
citizens of the freely associated states of the Republic of the Marshall
Islands, the Federated States of Micronesia, or the Republic of Palau.


 


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