Open up the .vmt in Notepad++ or just notepad and read the line that says $basetexture. It should have a path next to it so what you do is you create the folders with the names of the path and stick the .vtf and .vmt files in it and the textures are organized.
As for the model, download the Hex Editor to open the .mdl file. It should have a bunch of squares with text in them. Read the top one and it is just like the .vmt. It has a path. Do the same as the .vmt with the folder creation and put those model files in that path. It should be good to go after that.