HARRIS COUNTY
     REQUEST FOR PROPOSAL                                                                JOB 98/0013
          Cover Sheet                                                       DUE DATE: FEB. 17, 1998
                                                                             DUE NO LATER THAN 1:00 P.M.

                                                                            Proposals received later than the date
                                                                            and time above will not be considered.

                                                OFFERORS NOTE!!
    Carefully read all instructions, requirements and                 Please return proposal in the envelope provided or
    specifications. Fill out all forms properly and                   in a comparable size envelope. Be sure that return
    completely.     Submit your proposal with all                     envelope shows the Job Number, Description and is
    appropriate supplements and/or samples.                           marked "SEALED PROPOSAL."

                                              RETURN PROPOSAL TO:
                                      HARRIS COUNTY PURCHASING AGENT
                                        1001 PRESTON AVENUE, SUITE 670
                                              HOUSTON, TEXAS 77002

    For additional information, contact Lavada Graham at (713) 755-6594

    You must sign below in INK; failure to sign WILL disqualify the offer. All prices must be typewritten or
    written in ink.
                        Total Amount of Proposal $____________________________

    Company Name:             ____________________________________________________________

    Company Address:          ____________________________________________________________


    Telephone No. __________________________                     FAX No. ___________________________

    Print Name: ____________________________________________________________________

    Signature: _________________________________________Date:_________________________

[Your signature attests to your offer to provide the goods and/or services in this proposal according to the published provisions of
this Job. Contract is not valid until Purchase Order is issued.]

ACCEPTED BY:________________________________________                           Date:_____________________________
             BOARD OF MANAGERS

                                                                                                                   Page 1 of 40
    Revised 7/97
                                                        TABLE OF CONTENTS

Items checked below represent components which comprise this bid/proposal package. If the item IS NOT checked, it is NOT
APPLICABLE to this bid/proposal. Offerors are asked to review the package to be sure that all applicable parts are included. If any
portion of the package is missing, notify the Purchasing Department immediately.

It is the Offeror's responsibility to be thoroughly familiar with all Requirements and Specifications. Be sure you understand the following
before you return your bid packet.
      X 1.           Cover Sheet
                     Your company name, address, the total amount of the bid/proposal, and your signature (IN INK) should appear on this

    X    2.       Table of Contents
                  This page is the Table of Contents.

    X    3.       General Requirements
                  You should be familiar with all of the General Requirements.

    X    4.       Special Requirements/Instructions
                  This section provides information you must know in order to properly make an offer.

    X    5.       Specifications
                  This section contains the detailed description of the product/service sought by the County.

    X    6.       Pricing/Delivery Information
                  This form is used to solicit exact pricing of goods/services and delivery costs.

    X 7.          Attachments
                     X   a.          Residency Certification
                                     Be sure to complete this form and return with packet.

                  ___X__ b.          Bid Guaranty & Performance Bond Information & Requirements
                                     This form applies only to certain bids/proposals. Please read carefully and fill out completely.

                  ______ c.          Bid Check Form
                                     This form applies only to certain forms. Please read carefully and fill out completely.

                  ______ d.          Vehicle Delivery Instructions
                                     Included only when purchasing vehicles

                  ___X__ e.          Minimum Insurance Requirements
                                     Included when applicable (does not supersede "Hold Harmless" section of General Requirements).

                  ______ f.          Workers' Compensation Insurance Coverage Rule 110.110
                                     This requirement is applicable for a building or construction contract.

                  __ X__ g.          Financial Statement
                                     When this information is required, you must use this form.

                  ______ h.          Reference Sheet

                      X    i.        Other
                                     From time to time other attachments may be included.

                                                                                                                               Page 2 of 40
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                                                GENERAL REQUIREMENTS
                                                    FOR PROPOSALS


General Requirements apply to all advertised requests for proposals, however, these may be superseded, whole or in part, by the SPECIAL
REQUIREMENTS/INSTRUCTIONS OTHER DATA CONTAINED HEREIN. Review the Table of Contents. Be sure your proposal
package is complete.

Offeror is advised that these requirements shall be fully governed by the laws of the State of Texas and that Harris County may request and
rely on advice, decisions and opinions of the Attorney General of Texas and the County Attorney concerning any portion of these

Fill out and return to Purchasing, ONE (1) complete proposal form, using the envelope provided. An authorized company representative
should sign the Cover Sheet. Completion of these forms is intended to verify that the offeror has submitted the proposal, is familiar with its
contents and has submitted the material in accordance with all requirements.

Offerors must return all completed proposals to the Harris County Purchasing Department reception desk at 1001 Preston Avenue, Suite
670, Houston, Texas before 1:00 P.M. on the date specified. Late proposals will not be accepted.

In the event of any conflict between the terms and provisions of these requirements and the specifications, the specifications shall govern.
In the event of any conflict of interpretation of any part of this overall document, Harris County's interpretation shall govern.

When specifications are revised, the Harris County Purchasing Department will issue an addendum addressing the nature of the change.
Offerors must sign it and include it in the returned proposal package.

Contractor, the successful offeror, shall indemnify and hold Harris County harmless from all claims for personal injury, death and/or
property damage resulting directly or indirectly from contractor's performance. Contractor shall procure and maintain, with respect to the
subject matter of this proposal, appropriate insurance coverage including, as a minimum, public liability and property damage with
adequate limits to cover contractor's liability as may arise directly or indirectly from work performed under terms of this proposal.
Certification of such coverage must be provided to the County upon request.

Offeror and offeror's insurance carrier waive any and all rights whatsoever with regard to subrogation against Harris County as an indirect
party to any suit arising out of personal or property damages resulting from offeror's performance under this agreement.

If any section, subsection, paragraph, sentence, clause, phrase or word of these requirements or the specifications shall be held invalid, such
holding shall not affect the remaining portions of these requirements and the specifications and it is hereby declared that such remaining
portions would have been included in these requirements and the specifications as though the invalid portion had been omitted.

If this proposal requires submission of proposal guarantee and performance bond, there will be a separate page explaining those
requirements. Offers submitted without the required proposal bond or Cashier's Check are not acceptable.

Harris County is exempt from all federal excise, state and local taxes unless otherwise stated in this document. Harris County claims
exemption from all sales and/or use taxes under Texas Tax Code §151.309, as amended. Texas Limited Sales Tax Exemption Certificates
                                                                                                                                 Page 3 of 40
Revised 7/97
will be furnished upon written request to the Harris County Purchasing Agent.

A multi-year lease or lease/purchase arrangement (if requested by the specifications), or any contract continuing as a result of an extension
option, must include fiscal funding out. If, for any reason, funds are not appropriated to continue the lease or contract, said lease or
contract shall become null and void on the last day of the current appropriation of funds. After expiration of the lease, leased equipment
shall be removed by the contractor from the using department without penalty of any kind or form to Harris County. All charges and
physical activity related to delivery, installation, removal and redelivery shall be the responsibility of the offeror.

Prices for all goods and/or services shall be negotiated to a firm amount for the duration of this contract or as agreed to in terms of time
frame. All prices must be written in ink or typewritten.

The apparent silence of specifications as to any detail, or the apparent omission from it of a detailed description concerning any point, shall
be regarded as meaning that only the best commercial practice is to prevail and that only material and workmanship of the finest quality are
to be used. All interpretations of specifications shall be made on the basis of this statement. The items furnished under this contract shall
be new, unused of the latest product in production to commercial trade and shall be of the highest quality as to materials used and
workmanship. Manufacturer furnishing these items shall be experienced in design and construction of such items and shall be an
established supplier of the item proposed.

Offerors are responsible for including all pertinent product data in the returned proposal package. Literature, brochures, data sheets,
specification information, completed forms requested as part of the proposal package and any other facts which may affect the evaluation
and subsequent contract award should be included. Materials such as legal documents and contractual agreements, which the offeror
wishes to include as a condition of the proposal, must also be in the returned proposal package. Failure to include all necessary and proper
supplemental materials may be cause to reject the entire proposal.

Under the "Hazardous Communication Act", commonly known as the "Texas Right To Know Act", a offeror must provide to the County
with each delivery, material safety data sheets which are applicable to hazardous substances defined in the Act. Failure of the offeror to
furnish this documentation will be cause to reject any bid applying thereto.

Evaluation shall be used as a determinant as to which proposed items or services are the most efficient and/or most economical for the
County. It shall be based on all factors which have a bearing on price and performance of the items in the user environment. All proposals
are subject to negotiations by the Purchasing Department and other appropriate departments, with recommendation to Commissioners
Court. Compliance with all requirements, delivery and needs of the using department are considerations in evaluating proposals. Pricing
is NOT the only criteria for making a recommendation. A preliminary evaluation by Harris County will be held and appropriate
proposals will be subjected to the negotiating process. Upon completion of the negotiations, Harris County will make an award. All
proposals that have been submitted shall be available and open for public inspection after the contract is awarded except for trade secrets or
confidential information contained in the proposals and identified as such.

Harris County reserves the right to inspect any item(s) or service location for compliance with specifications and requirements and needs of
the using department. If an offeror cannot furnish a sample of a proposed item, where applicable, for review, or fails to satisfactorily show
an ability to perform, the County can reject the offer as inadequate.

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Harris County reserves the right to test equipment, supplies, material and goods proposed for quality, compliance with specifications and
ability to meet the needs of the user. Demonstration units must be available for review. Should the goods or services fail to meet
requirements and/or be unavailable for evaluation, the offer is subject to rejection.

Upon signing this proposal document, an offeror offering to sell supplies, materials, services, or equipment to Harris County certifies that
the offeror has not violated the antitrust laws of this state codified in Section 15.01, et seq., Business & Commerce Code, or the federal
antitrust laws, and has not communicated directly or indirectly the offer made to any competitor or any other person engaged in such line of
business. Any or all proposals may be rejected if the County believes that collusion exists among the offerors. Proposals in which the
prices are obviously unbalanced may be rejected. If multiple proposals are submitted by an offeror and after the proposals are opened, one
of the proposals is withdrawn, the result will be that all of the proposals submitted by that offeror will be withdrawn, however, nothing
herein prohibits a vendor from submitting multiple offers for different products or services.

Harris County reserves the right to award this contract on the basis of LOWEST AND BEST OFFER in accordance with the laws of the
State of Texas, to waive any formality or irregularity, to make awards to more than one offeror, to reject any or all proposals. In the event
the lowest dollar offeror meeting specifications is not awarded a contract, the offeror may appear before the Commissioners Court and
present evidence concerning his responsibility.

The successful offeror may not assign, sell or otherwise transfer this contract without written permission of Harris County Commissioners

If the contract is intended to cover a specific time period, the term will be given in the specifications under SCOPE.

Maintenance required for equipment proposed should be available in Harris County by a manufacturer authorized maintenance facility.
Costs for this service shall be shown on the Pricing/Delivery Information. If Harris County opts to include maintenance, it shall be so
stated in the purchase order and said cost will be included. Service will commence only upon expiration of applicable warranties and
should be priced accordingly.

Harris County Commissioners Court must award the contract and the County Judge or other person authorized by the Harris County
Commissioners Court must sign the contract before it becomes binding on Harris County or the offeror. Department heads are NOT
authorized to sign agreements for Harris County. Binding agreements shall remain in effect until all products and/or services covered by
this purchase have been satisfactorily delivered and accepted.

Title and Risk of Loss of goods shall not pass to Harris County until Harris County actually receives and takes possession of the goods at
the point or points of delivery. Receiving times may vary with the using department. Generally, deliveries may be made between 8:30
a.m. and 4:00 p.m., Monday through Friday. Offerors are advised to consult the using department for instructions. The place of delivery
shall be shown under the "Special Requirements/Instructions" section of this proposal and/or on the Purchase Order as a "Deliver To:"

Offerors shall furnish all data pertinent to warranties or guarantees which may apply to items in the proposal. Offerors may not limit or
exclude any implied warranties. Offeror warrants that product sold to the County shall conform to the standards established by the U.S.
Department of Labor under the Occupational Safety and Health Act of 1970. In the event product does not conform to OSHA Standards,
where applicable, Harris County may return the product for correction or replacement at the offeror's expense. If offeror fails to make the
appropriate correction within a reasonable time, Harris County may correct at the offeror's expense.

                                                                                                                               Page 5 of 40
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The successful offeror shall not deliver products or provide services without a Harris County Purchase Order, signed by an authorized
agent of the Harris County Purchasing Department. The fastest, most reasonable delivery time shall be indicated by the offeror in the
proper place on the proposal document. Any special information concerning delivery should also be included, on a separate sheet, if
necessary. All items shall be shipped F.O.B. INSIDE DELIVERY unless otherwise stated in the specifications. This shall be understood
to include bringing merchandise to the appropriate room or place designated by the using department. Every tender or delivery of goods
must fully comply with all provisions of these requirements and the specifications including time, delivery and quality. Nonconformance
shall constitute a breach which must be rectified prior to expiration of the time for performance. Failure to rectify within the performance
period will be considered cause to reject future deliveries and cancellation of the contract by Harris County without prejudice to other
remedies provided by law. Where delivery times are critical, Harris County reserves the right to award accordingly.

Renewals may be made ONLY by written agreement between Harris County and the offeror. Any price escalations are limited to those
stated by the offeror in the original proposal.

Offerors shall submit invoices in duplicate on each purchase order or purchase release after each delivery, indicating the purchase order
number. Invoices must be itemized. Any invoice which cannot be verified by the contract price and/or is otherwise incorrect, will be
returned to the offeror for correction. Under term contracts, when multiple deliveries and/or services are required, the offeror may invoice
following each delivery and the County will pay on invoice. Contracts providing for a monthly charge will be billed and paid on a monthly
basis only.

Harris County reserves the right to terminate the contract for default if Seller breaches any of the terms therein, including warranties of
offeror or if the offeror becomes insolvent or commits acts of bankruptcy. Such right of termination is in addition to and not in lieu of any
other remedies which Harris County may have in law or equity. Default may be construed as, but not limited to, failure to deliver the
proper goods and/or services within the proper amount of time, and/or to properly perform any and all services required to Harris County's
satisfaction and/or to meet all other obligations and requirements. Contracts may be terminated without cause upon thirty (30) days written
notice to either party unless otherwise specified.

Harris County encourages the use of products made of recycled materials and shall give preference in purchasing to products made of
recycled materials if the products meet applicable specifications as to quantity and quality. Harris County will be the sole judge in
determining product preference application.

If in its response, offeror either electronically scans, re-types, or in some way reproduces the County's published proposal package, then in
the event of any conflict between the terms and provisions of the County's published proposal package, or any portion thereof, and the
terms and provisions of the response made by offeror, the County's proposal package as published shall control. Furthermore, if an
alteration of any kind to the County's published proposal package is only discovered after the contract is executed and is or is not being
performed, the contract is subject to immediate cancellation.

If offeror obtained the specifications on a floppy disk in order to prepare a response, the proposal must be submitted in hard copy
according to the instructions contained in this Request-for-Proposals package. If, in its response, offeror makes any changes whatsoever to
the County's published specifications, the County's specifications as published shall control. Furthermore, if an alteration of any kind to
the County's published specifications is only discovered after the contract is executed and is or is not being performed, the contract is
subject to immediate cancellation.

                                                                                                                               Page 6 of 40
Revised 7/97
                             SPECIAL REQUIREMENTS/INSTRUCTIONS

The following requirements and specifications supersede General Requirements where applicable. The terms
“Harris County” or “HCHD” are understood to include the Harris County Hospital District (District).

Performance Bond: A performance bond in the amount of one hundred percent (100%) of the project will be
required. No bid check is required.

Vendor Instructions
Response to the request for proposal shall be formatted as follows: All proposals must be typed on standard 8½”
x 11" paper, indexed with a table of contents or a detailed list reflecting the order or organization of the
proposal, and placed in a binder or folder. Proposers should include ONE (1) ORIGINAL AND TEN (10)
COPIES of the response sealed in an envelope or package for delivery to the Harris County Purchasing
Department per instructions in the general requirements (see Proposal Completion and Proposal Returns). All
documents included in the proposal and the outside of the envelope must be labeled with the vendor’s name and
the job number which corresponds to this Request for Proposals (hereinafter referred to as RFP). An electronic
copy of the proposal on a 3.5 inch diskette in WordPerfect 5.1 file format is required. If vendor wishes a copy
of RFP specifications on diskette, he must present a new blank diskette to the Purchasing Department.

Each proposal shall be organized so as to respond paragraph by paragraph to each section and sub-section and
all questions listed in the RFP following the RFP sequence and format. Each and every section, sub-section and
question in the RFP requires a response. The vendor should follow the proposal sequence and format, stating
the question or specification followed by the response. The questions are structured to allow the vendor to
explain the benefits of the system being proposed. Responses should be carefully considered by the vendor as
they are critical to the evaluation process.

Evaluation will consider the adequacy and completeness of responses. While Harris County appreciates a brief
straightforward concise reply, the vendor must fully understand that the evaluation is based on the information
provided. Merely stating an understanding of, or compliance with the specification is not adequate. Accuracy
and completeness are essential. Omissions, ambiguous or equivocal statements may be construed against the
vendor. The proposal response may be incorporated into any contract which results from this RFP, therefore,
vendors are cautioned not to make claims or statements which they are not prepared to commit to contractually.
 Failure by the vendor to meet such claims will result in a requirement that the vendor provide resources
necessary to meet submitted claims.

Responses must reference vendor supplied technical material or provide detailed technical descriptions which
substantiate the response. References must be specific; i.e., page, paragraph, and line number. The vendor must
supply the manufacturer’s documentation and the technical reference which validates that all of the
requirements and specifications have been met. This documentation must reference by page and paragraph the
specific requirement or specification to which it applies. Other materials which may improve the quality of the
response should be included as items attached in a separate appendix. Failure to substantiate responses may be
sufficient reason to eliminate nay bid an non-responsive.

                                                                                                    Page 7 of 40
Revised 7/97
                        SPECIAL REQUIREMENTS/INSTRUCTIONS (continued)

Vendor must propose a complete product with all components necessary to perform the services specified,
whether specifically requested or not.

The vendor is expected to examine all documents, forms, specifications, and all instructions. Failure to do so
will be at vendor’s risk.

All proposals must provide cost figures in detail, including separate costs for all items proposed. Current and
complete cost details must be included for installation location.

Vendor’s proposal must include an installation plan which must incorporate all activities associated with the
system and/or service implementation, complete with cost details. The proposed installation plan must clearly
identify the vendor’s responsibilities and Harris County’s responsibilities, if any.

This request for proposal in no manner obligates Harris County or any of its agencies to the eventual rental,
lease, purchase, etc. of any hardware, software or service described, implied or which may be proposed, until
confirmed by a written contract and purchase order. Progress toward this end is solely at the discretion of Harris
County and may be terminated at any time prior to the signing of a contract.

All correspondence relating to this RFP, from advertisement to award shall be sent to the Harris County
Purchasing Department. All presentations and/or meetings between Harris County and/or the Hospital District
and the vendor relating to this RFP shall be coordinated by the Harris County Purchasing Department.
Deviations from this requirement may cause the cancellation of this RFP process and/or disqualification of the
culpable vendor’s proposal.

Any and all information provided to vendor for the purpose of submitting a proposal in response to this RFP
is confidential, and is and will remain, the property of Harris County and will not be used by vendor for any
other purposes whatsoever.

Under the Request for Proposal process, sealed offers will be received and opened it the Office of the
Purchasing Agent. At an after opening, proposals will NOT be part of the public record and subject to
disclosure, but will be kept confidential until time of award. When such award is completed, proposals will
be available for public inspection, including those portions marked confidential. If vendor feels any part
of his proposal should not be open to public view, vendor should call Lavada Graham at 713-755-6594 to
discuss the nature of the material considered to be “confidential” PRIOR TO SUBMISSION of a proposal.

Harris County will not be liable for any costs incurred by any vendor in preparing a response to this RFP.
Vendors submit proposals at their own risk and expense. Harris County makes no guarantee that any equipment
or services will be purchased as a result of this request for proposals, and reserves the right to reject any and all
proposals. All proposals and their accompanying documents will become the property of Harris County.

All proposals are open to negotiation until a contract is executed.

                                                                                                          Page 8 of 40
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                        SPECIAL REQUIREMENTS/INSTRUCTIONS (continued)

Legal Documents
Vendor must submit any agreements for the purchase, lease, finance, maintenance, software license, etc., which
may be required by their organization to enter into a contract with Harris County. These agreements
must be completed, executed by vendor’s authorized representative and submitted with the returned
proposal, and are subject to review and amendment by the Harris County Attorney’s Office, and approval by
the Harris County Hospital District Board of Managers.

Maintenance Requirements
Harris County requires on-site maintenance and/or support on all hardware and/or software proposed as a
response to this RFP for a minimum period of twelve (12) months from the date of operable acceptance as
described in the specific requirements for this RFP, with a minimum of four (4) one-year renewal options
available for purchase.

Evaluation Criteria
The award of the contract shall be made to the responsible vendor whose proposal is determined to be the best
evaluated offer resulting from negotiations, taking into consideration compliance with instructions, the
importance of service, compliance with the Americans with Disabilities Act, proposer’s qualifications,
demonstrated ability to provide the required services, demonstrated ability to respond to the District’s needs on
a timely basis, ability to comply with the District’s invoicing and documentation policies, references,
equipment, price and other factors set forth in the RFP.

Harris County reserves the right to contract with the vendor best meeting the needs and requirements of the
County and may use reference and site visit information relating to this RFR.

Only vendors who have proven experience with hospitals of like size and requirements will be considered.
Please include as part of your response a list of references stating each facility’s name, its number of beds, a
contact name, title and a contact phone number. Harris County reserves the right to contract with the vendor
best meeting the needs and requirements of the District and may use reference and site visit information to make
judgments directly affecting the award for this contract.

Evaluation Process
All proposals will be examined by an evaluation committee. Proposals which do not conform to the instructions
given or which do not address all the services as specified may be eliminated from consideration. Harris
County, however, reserves to right to accept such a proposal if it is determined to be in the District’s best
interest to do so.

Harris County may initiate discussions with vendors. Discussions may NOT be initiated by vendors. Harris
County expects to conduct discussions with vendor personnel authorized to contractually obligate the vendor
with an offer. Responses to this RFP document are intended to provide Harris County with an understanding of
the capabilities and approaches of the vendors.

Vendor presentations will develop into negotiating sessions with the successful vendor as selected by the
evaluation committee. If Harris County is unable to agree to contract terms and/or commissions, Harris County
reserves the right to terminate negotiations with that vendor and to initiate negotiations with another vendor.

                                                                                                      Page 9 of 40
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                        SPECIAL REQUIREMENTS/INSTRUCTIONS (continued)

Submission of a proposal implies the vendor’s acceptance of the evaluation criteria and vendor recognition that
subjective judgments must be made by the evaluation committee.

Harris County reserves the right to test hardware and/or software for quality and performance. Upon request, a
demonstration unit or copy of the brand and model number bid must be made available at the address specified
by the evaluation committee, for a thirty (30) day test period or until a judgment can be made as to its
performance and suitability, at no additional charge to Harris County.

Vendor may be required to furnish site visits to selected committee members for the purpose of viewing and
evaluating vendor’s system which has been installed and is currently operating.

Suitability for Purpose
It is an absolute requirement of this solicitation that the proposer understand the needs of the Hospital District
with respect to the Time and Attendance System and satisfy himself that the system proposed is suitable for the
intended purpose in either the current environment or the current environment with modifications stipulated by
the proposer. By submitting a response to this Request for Proposals, proposer further warrants that the product
is merchantable as proposed. Warranties of fitness for purpose and merchantability may not be waived,
irrespective of whether such warranties are expressed or implied.

Proprietary Software Consideration
The Harris County Hospital District is prohibited from leasing, purchasing or implementing any software
product that generates a record in a proprietary format, unless the Holder of the proprietary rights provides the
Hospital District with a no-cost license in perpetuity for access to the code. In the absence of such license, any
system that so generates records in a proprietary code or format must generate a duplicate record in a non-
proprietary format to be acceptable to the Hospital District. Any system not meeting this requirement will be

It is the intent of Harris County to award a contract as a result of the Request for Proposals to a single vendor.
However, Harris County reserves the right to award to multiple vendors if, in its judgment, it is in the District’s
best interests to do so.

Further, Harris County reserves the right to make award for services only if the hardware specified is otherwise
available to the District at more favorable pricing that set forth in the proposal.

No award or acquisition can be made until the Harris County Hospital District Board of Managers approves
such action.

Notice to Proceed
Neither a Notification of Award to the vendor, nor issuance of a Purchase Order shall be construed as Notice to
Proceed with the work. Even though vendor may receive award of a contract, vendor is not authorized to
commence work on the proposed system prior to receipt of a written “Notice to Proceed” document from the
District. The District shall not be obligated to pay, reimburse or compensate the vendor for any work done nor
for any expenses incurred prior to acceptance of the system.

                                                                                                       Page 10 of 40
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                        SPECIAL REQUIREMENTS/INSTRUCTIONS (continued)

The evaluation committee may require completion of an acceptance test after the installation of the proposed
system and services. The acceptance test will involve the achievement of the Harris County Hospital District’s
standard availability and performance goals during a period of thirty (30) consecutive calendar days.

Availability on all proposed products and services must be at least 99.9% during this period, with availability
defined as follows:

         Availability         =       100 * (SMO - DT) / SMO

         where SMO            =       the total schedule minutes of operation for the products and services
                                      during the period

         and where DT         the total minutes during the period when the products and services are to
                              be in operation but are not, due to a failure of the products and services.

The acceptance test will start within five (5) days from the date that Harris County receives a written notice
from the vendor that the products and services are installed and ready for production usage. If the products and
services do not achieve availability during the first thirty (30) days following the installation date, the
acceptance test will continue on a day-to-day basis until availability is achieved for thirty (30) consecutive
calendar days.

Proposers should include, as part of their proposals, the performance specifications to which they commit and
are prepared to meet as part of acceptance testing.

For the acceptance test, vendor is required to supply all products and services required to build a time and
attendance system for the Hospital District.

The District will notify the vendor in writing of the completion of the acceptance test. Harris County may make
failure to complete the acceptance test within ninety (90) days of the installation date grounds for termination of
the contract.

                                                                                                       Page 11 of 40
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Harris County is soliciting proposals for the purchase and/or lease of time and attendance system software
which interfaces with the Dun and Bradstreet E Series Payroll System and time clocks for the Harris County
Hospital District. For information concerning the proposal process, contact Lavada Graham, at (713) 755-

Harris County Hospital District System Environment
The Time and Attendance system proposed for Harris County Hospital District must be able to support the
structure and campus organization currently in place. There are currently three hospital buildings, twelve
neighborhood clinic buildings, and one administrative building equipped with time clocks. There are
approximately 100 clocks spread among these sites, including one each at the twelve neighborhood clinics, two
each at the administration building and one of the hospitals, and approximately 30 each at the two large
hospitals. There are also remote registration centers, other registration locations, and district employees
working at school and homeless shelter locations where there are no time clocks or plans to replace clocks.

The HCHD anticipates an increase in the number of time clocks needed. The proposed system should reflect an
environment of 100 time clocks and be able to expand beyond that number. HCHD desires to replace the
current time clock equipment. The proposed system must include time clocks and other time capture equipment
as well as any time and attendance application.

There are approximately 5800 employees, of which about 3600 are non-exempt. The District uses personnel in
each department as “timekeepers”. These personnel are currently responsible for reviewing and correcting all
clock activity and communicating all overrides and time changes, such as vacation and sick requests, to the
Payroll Department. There are approximately 50 timekeepers, ranging in activity from full time responsibility
to performing these duties as part of a larger set of responsibilities. These responsibilities are performed on
paper documents such as preprinted time sheets and various time request forms. Supervisory personnel are
required to sign all timekeeper activities. The individual neighborhood clinics, hospitals, and departments have
a high degree of autonomy in establishing hours of operation and schedules for staff at their locations.

The Time and Attendance systems utilized by HCHD include an NCR Tower system for time clock data
gathering, a self-developed COBOL based time reporting system, and the Dun and Bradstreet E Series Payroll
system. Responses to this RFP are to address only the time clocks, the NCR Tower system for time clocks data
gathering, and the COBOL time reporting system. The successful system will interface with the Dun and
Bradstreet E Series Payroll system.

The Harris County Hospital District has been installing an enterprise network over the past several years which
now connects all of the sites which currently have time clocks. The network consists of an Ethernet backbone at
each facility. Each hospital and clinic location is connected to the Administration building with either a T1 or
56Kb WAN connection. All file servers operate on Novell 3.12. The primary frame type on the Ethernet
backbone is Ethernet 902.3. There is connectivity to an IBM host by the network workstations

                                                                                                    Page 12 of 40
Revised 7/97
                                       SPECIFICATIONS (continued)

through Novell Netware SAA Gateways. The gateways are connected to the Ethernet backbone via 10baseT
unshielded twisted pair, and to the IBM host via Token Ring.

Time and Attendance Proposal Content
Through the proposals submitted, the Harris County Hospital District expects to develop an in-depth
understanding of the system being proposed. Vendor should ensure that, as a minimum and in addition to the
specific issues detailed in the following questionnaire, the proposal includes sufficient information to permit
development of that understanding. Vendor is encouraged to provide detail beyond the limits of the
questionnaire through the use of diagrams, illustrations, detailed technical information, performance
specifications, etc., whenever it appears that the vendor’s interest would be served.

Note: To avoid confusion, vendor’s responses to the questionnaire should be in the same order as listed below,
and headed by the issue to which response is being made. Please adhere to the following conventions:

1.       If a response requires providing proprietary information and proposer wishes not to provide such,
         the response should be “Proprietary information: response declined”.

2.       If a response requires providing information based on estimates, the response should clearly
         include the term “(estimated)”.

3.       If an issue or response is not applicable to your product, the response should be “Not Applicable”.

4.       If the information required for a response is not available, the response should be “Not

I.       Your Company

         A.     What is the name of your company?

         B.     Where is your corporate headquarters?

         C.     What office will support the installation and maintenance of a system at the Harris County
                Hospital District?

         D.     List name, address, telephone number and email address of the person authorized to negotiate the
                terms of sale for this proposal.

         E.     List the name(s), address(es), telephone number(s) and email address(es) of person(s) who can
                provide technical information about the system(s) you are proposing.

         F.     If your firm or any other has a presence on the world wide web that relates to the product(s)
                being proposed, list the URL(s).
                                                                                                    Page 13 of 40
Revised 7/97
         G.     Is your company publicly or privately owned?

         H.     How many employees does your company employ in:
                1.   Sales
                2.   R&D
                3.   Support
                4.   Other
                5.   Total

         I. What percent of revenue did your firm spend on R & D in your last fiscal year?

                                                                                             Page 14 of 40
Revised 7/97
                                      QUESTIONNAIRE (continued)

         J.    How long has your firm been in business under the same name and structure (i.e., Subchapter
               “S”, corporation, etc.)?

         K.    How long has your firm been in business under the same management and control (as defined by
               Dun and Bradstreet)?

         L.    Is your company publicly traded?
               1.      If "yes", please identify the exchange and ticker symbol.

         M.    The Hospital District is interested in contracting with financially stable providers. If available,
               provide a copy of your audited financials for FY 1996. If FY 1996 financials are available but
               not yet audited, provide a copy of the unaudited FY 1996 report and the audited financials for FY

         N.    Please identify in one or two paragraphs what makes your company different from other vendors
               in the T & A system.

         O.    What do you consider to be your overall company strength?

         P.    What other products do you offer?

II.      Your Client Base

         A.    How many Time and Attendance Systems has your company installed?

         B.    How many of these systems are currently in operation?

         C.    What were your sales (in units) for:
               1.    1992
               2.    1993
               3.    1994
               4.    1995
               5.    1996

         D.    How many systems are currently in your backlog, waiting to be delivered and installed?

         E.    Has your firm ever had legal proceedings initiated against it by a purchaser or lessee of one of
               your systems?

         F.    If you answered “yes” to 5, please explain. Include the disposition of each case.

         G.    Please provide a current list for reference purposes. Give the name of the customers, a contact
               name and a phone number.

                                                                                                      Page 15 of 40
Revised 7/97
                                        QUESTIONNAIRE (continued)

III.     Hardware

         A.    What hardware platform does your system run under?

         B.    List all hardware used by the system, including vendor name. You must supply:
               1.       Diagrams
               2.       Dimensions
               3.       Power Requirements
               4.       Environmental Requirements
               5.       Attach any additional descriptive literature

         C.    Specify the peak number of devices you would recommend the proposed hardware should

         D.    Based on the statistics, storage requirements, current volumes and anticipated growth, please
               indicate the capacity of the proposed system as configured.

         E.    In the event that expansion of the system is necessary, please identify expansion steps and
               expected cost.

         F.    Describe HCHD’s responsibility before hardware installation. Your response should include all
               “make ready” work required to be in place for your firm to begin and to complete the system

         G.    Do you supply and install all junction boxes, connectors, cables, etc.?

IV.      The Application

         A.    Technical
               1.     In what language is your software written?
               2.     Is all software documentation available to the user?
                      a.       If "yes", is it included in the proposed package at no additional cost?
                      b.       If “no”, how is it obtained (include price)?

         B.    Performance
               1.     How often is the system taken down for scheduled maintenance, and for how long?
               2.     Describe your capabilities for redundant system components and recovery from system
                      and component failure.

         C.    System Enhancements
               1.    How often do you update the system?
               2.    Describe how upgrades to your system are handled.

                                                                                                         Page 16 of 40
Revised 7/97
                                              QUESTIONNAIRE (continued)

V.       Training and Support
         A.    Training
               1.     How many people will be trained on the use of the system?
               2.     How long will they be trained?
               3.     Where will they be trained?
               4.     Is the cost of such training included in the package price quoted?
                      a.      If not, what is the cost of training?

         B.      Support
                 1.    Installation support
                       a.      What install support do you provide?
                       b.      Is this included in the package price quoted?
                                 1.      If not, what is the cost of that installation support?
                       c.      What is the average install time for the system?
                       d.      Explain any batch processing that must be performed.

                 2.     Post-installation support
                        a..    What are the basic costs of this support?
                        b.     Who will support the system after installation?
                        c.     Is 24 hours, 7 days a week support available?
                               1.       If “yes”, what is the cost of that support?
                        d.     What is the typical agreement of time to respond to a reported problem?

                 3.     What are the grades?
                        a.    Do you offer software updates?
                              1.      If "yes’, are any included in the package price quoted?
                              2.      If "no", what is the typical cost of such upgrades?
                        b.    Is implementation support available?
                              1.      If so, what does it cost and what does it include?
                              2.      What is the average implementation time for a system upgrade?
                        c.    Explain any batch processing that must be performed.
                        d.     Do you have a Time & Attendance user group?
                              1.      If “yes”, please explain the purpose, meeting frequency, organization
                                      mission and structure.

VI.      Other

         A.      Does your company have a standard contract it prefers to use with its customers? If so, please
                 attach a sample for review.

         B.      What is not included in your proposal, but for which HCHD is responsible, in order to fully
                 implement your computer system?

         C.      Provide a list of open software problems. Include a brief description of each problem, date
                 logged, and anticipated correction release date.
                                                                                                     Page 17 of 40
Revised 7/97
                                            QUESTIONNAIRE (continued)

         D.    Have you ever interfaced to Dun & Bradstreet E Series Payroll (MSA)?
               1.    If so, describe the interface.

         E.    List where the interface is installed?

         F.    Explain recovery and restart procedures in the event the interfaces are inoperative.

         G.    Supply your standard interface specifications.

         H.    Explain what software must be developed by HCHD for communication between applications.

         I.    Do you supply any conversion programs from previous systems?

         J.    Describe the security method used in your system to control access to the system and to functions
               in the system.

         K.    Does your system meet the Information Access Standard as set forth above in the section entitled
               Proprietary Software Considerations?
               1.     If yes, does your system meet the Information Access Standard by the granting of a
                      license in perpetuity or by generating records in a non-proprietary format.

VII.     System Software

         A.    What operating system does your system use?

         B.    Do you modify the operating system?
               1.    If “yes” why?

         C.    Does your system require any third party software?

         D.    Does your system require any third party hardware?
               1.    If “yes” to either, what else is required (include estimated price).

         E.    Is the source code for your system available to the user?
               1.      If “yes” to VII.E, is there an additional cost?
               2.      If “yes” to VII.E.1, what is that cost?

         F.    What database is used to support your system?

         G.    What maintenance support do you offer?

         H.    Describe how your system supports gateways to and from LAN Networks.

                                                                                                      Page 18 of 40
Revised 7/97
                                          QUESTIONNAIRE (continued)

VIII. Application Functions and Features: Employee Activities

         A.    Describe methods for employees to clock in and out with your system using a time clock with a
               badge reader.

         B.    What methods for employee clocking does your system support besides a time clock with a
               badge reader?

         C.    How does your system support clocking in to a different department by employees?

         D.    How does your system support clocking into a non-productive activity such as training classes?

         E.    How does your system support clocking into a different job category by an employee?

         F.    What other types of overrides or entries can an employee make when clocking in or out with your

         G.    Describe how the system interacts with the time clock equipment.

         H.    Where is the clocking information maintained, how often is it moved to the system from the

         I.    How can information be recovered from a clock that has failed or gone out of service?

IX.      Application Functions and Features: Timekeeper Activities

         A.    Please explain how timekeepers can audit the clocking actions of their employees.

         B.    Please describe how a timekeeper would make corrections to employee clocking.

         C.    What is the audit trail of changes made by timekeepers?

         D.    Can corrections or additions be made to non-productive time clocking? Please explain.

         E.    Can corrections be made to productive time clocking? Please explain.

         F.    Describe what type of validation can be done on non-productive time.

         G.    Describe how a timekeepers access can be limited to a defined area or set of employees.

         H.    Describe how your system can handle or adjust clock in and clock out times.

         I.    Describe how your system can perform calculation of elapsed time from clock in and clock out

                                                                                                     Page 19 of 40
Revised 7/97
                                        QUESTIONNAIRE (continued)

         J.    Describe how your system can handle control of accrued benefit time including: holidays,
               vacation, sick time, other.

         K.    Describe how your system can handle varied daily schedules including: varied daily schedule
               start and stop times, shift differential, schedules that span shifts, varying breaks that are clocked,
               varying breaks that are not clocked, other.

         L.    Describe how the timekeeper handles time charged by employees to other departments.

         M.    Describe how the timekeeper handles time charged by employees to other job categories.

         N.    Describe how the timekeeper handles time charged by employees to non-productive activities or
               other special activities.

         O.    Describe how your system handles multiple sign off levels for approval of time.

         P.    Describe how your system handles lock out for updates after time reporting is complete.

         Q.    Describe how the system can provide special auditing reporting for employee time changed from
               over 8 hours to 8 hours of less on a shift.

X.       Application Functions and Features: Payroll Responsibilities
         A.    Describe how your system handles the requirements for time sheets for historical records,
               auditing and sign-off by timekeepers and supervisors.

         B.    Describe the batch controls or other processing controls available with your system.

         C.    Describe how your system supports varying time periods including at least the prior, current and
               next time period.

         D.    Describe how the Payroll Department would make corrections to time reporting in the system.

         E.    Describe the method to be used for correcting prior period entries. (Override? Backdating

         F.    Describe the method of handling future period requests such as vacation and holiday with
               checking for current/prospective accrual levels.

         G.    Describe the way the system can track employee requests for vacation or holiday time, either
               hard copy or electronic.

         H.    Identify what employment data is available through an interface to your system: job code, exempt
               status, employee ID, standard shift, department/cost center, full/part time status, employment
               status, registry, work department overrides, estimates of monthly or annual earnings, pay rate,
                                                                                                        Page 20 of 40
Revised 7/97
                                       QUESTIONNAIRE (continued)

         I.    Describe how your system would/could handle HCHD holiday pay rules. See the attached
               Supervisors manual for information.

         J.    Is your system in compliance with the Fair Labor Standards Act?

         K.    Does your system provide a full audit of all online entries?

         L.    Is there a user friendly method of fast access or short cuts that can be used by experienced
               employees to navigate through your system?

         M.    How many unique work schedules can be defined for an employee group, and how is an
               employee associated with a schedule?

         N.    Describe how the system time calculations are used in the interface to the Dun and Bradstreet E
               Series Payroll system.

         O.    Describe how the system accumulates accrued leave, vacation, sick or other benefit hours as a
               function of scheduled or clocked hours.

         P.    Describe how the system handles accumulation of multiple accrual rates for multiple leave

         Q.    Describe how the system can provide either positive or exception time reporting to assist in

         R.    Describe possible exception reporting for employees who work outside of their regular schedule,
               or at another cost center than their home cost center.

         S.    Describe how the system can validate labor expense codes for time information.

         T.    Describe how the system can support reporting of labor splits.

         U.    Describe any employee scheduling available with the system.

         V.    Does the system support an electronic signature approval?

         W.    Describe how your system can support crediting overtime to the off schedule area or department
               rather than to the area or department at the time the total hours reached overtime level.

         X.    How does the system handle workman’s comp?

         Y.    How does the system handle medical leave of absence?

         Z.    How does the system handle other leave of absence?

                                                                                                  Page 21 of 40
Revised 7/97
                                       QUESTIONNAIRE (continued)

         AA.   Describe how the system accommodates the employees primary shift or normal schedule.

         BB.   Does the system handle varying payroll cutoff periods, including periods that end at a time other
               than midnight. Please explain.

         CC.   Describe features the system has to audit a timekeepers performance and use of the system.

         DD.   Describe how the system supports tracking on the status of approval during the pay period.

         EE.   Describe how the system would handle exempt employees who want to clock and the ability to
               monitor their time.

XI.      Information Systems Area

         A.    Describe how the time clocking is recorded within the time clocks.

         B.    Describe how the time reporting is transferred from the time clocks to the Payroll system.

         C.    Describe the process for transferring time reporting information trough the interface to the
               Payroll system.

         D.    Describe the process for transferring new or updated employee information from the Payroll
               system to the Time and Attendance system.

XII.     Reporting

         A.    Describe the system capabilities for Ad Hoc reporting. Show at least one example.

         B.    Describe the system capabilities for online inquiry and look up.

         C.    Describe the audit reporting capabilities of the system.

         D.    Describe any report routing or distribution features of the system.

         E.    Indicate if your system can provide each of the reports included in the attachment.

         F.    Describe the standard reports that are delivered with the system.

         G.    Describe how the system can provide special auditing reporting for employee time changed from
               over 8 hours to 8 hours or less on a shift.

         H.    Describe how the system can provide a special audit report of part time employees with 32, and
               another for employees with 20 hours. The intent is to identify worked hours approaching or
               reaching the part time limit.

                                                                                                     Page 22 of 40
Revised 7/97
                                        QUESTIONNAIRE (continued)

         I.    Describe how your system handles error reporting of clocking and audit reporting of corrections.

XIII. Time Clocks

         A.    Please describe how your time clocks are used for clocking in and clocking out.

         B.    Describe how your time clock can be used for additional information entry by the employee.

         C.    Describe how your time clock can be used for information inquiry by an employee.

         D.    What is the mean time between failure for your time clock.

         E.    What type of maintenance contracts are available for your time clocks.

         F.    Describe alternate time entry methods available with your system when an employee does not
               have access to a time clock.

XIV. Data Retention

         A.    Does your system design support the requirements of Texas Records Management Act or will the
               District be required to meet the requirements of the Act by means external to your system?
               1.      If your system automatically provides for records management, describe the mechanism
                       for     meeting those requirements.

         B.    Are there system limits on data retention?
               1.     If "yes", describe the nature of those limits (e.g., with respect to hardware and software).

         C.    What provisions exist in your system for archiving data?

                                                                                                       Page 23 of 40
Revised 7/97
                                     PRICING/DELIVERY INSTRUCTIONS
Vendor should provide and itemized list of all components for the Time and Attendance system requested,
delivered FOB inside to the installation site, including all hardware and software components, installation,
training, maintenance after warranty, and licenses (if required). All components required to provide a fully
implemented system must be quoted, whether specifically requested or not.

Cost Details for Purchase:
Name of Software Proposed:_______________________________________________________________
Software Developer:______________________________________________________________________
Version: ________________
List all software components required to meet specifications.
QTY DESCRIPTION                                     WARRANTY              UNIT COST          EXT. COST
____     __________________________________         ___________           $___________       $___________
____     __________________________________         ___________           $___________       $___________
____     __________________________________         ___________           $___________       $___________
____     __________________________________         ___________           $___________       $___________
____     __________________________________         ___________           $___________       $___________
____     __________________________________         ___________           $___________       $___________
____     __________________________________         ___________           $___________       $___________
____     __________________________________         ___________           $___________       $___________
                                     Installation Costs                                      $___________
                                     Transportation Costs                                    $___________

         TOTAL COST - SOFTWARE                                                  $_______________________

If purchase is not available, state what is available and detail costs.

                                                                                                Page 24 of 40
Revised 7/97
                                      PRICING/DELIVERY INSTRUCTIONS
Optional Features:
List components or features which are available but not required to meet specifications.
QTY DESCRIPTION                                     WARRANTY               UNIT COST           EXT. COST
____     __________________________________         ___________            $___________        $___________
____     __________________________________         ___________            $___________        $___________
____     __________________________________         ___________            $___________        $___________
____     __________________________________         ___________            $___________        $___________
____     __________________________________         ___________            $___________        $___________

Cost of hardware components:

QTY DESCRIPTION                                     WARRANTY               UNIT COST           EXT. COST
____     __________________________________         ___________            $___________        $___________
____     __________________________________         ___________            $___________        $___________
____     __________________________________         ___________            $___________        $___________
____     __________________________________         ___________            $___________        $___________
____     __________________________________         ___________            $___________        $___________
____     __________________________________         ___________            $___________        $___________
____     __________________________________         ___________            $___________        $___________
____     __________________________________         ___________            $___________        $___________
                                     Installation Costs                                        $___________
                                     Transportation Costs                                      $___________

         TOTAL COST - HARDWARE COMPONENTS                                          $______________________

Items proposed will be delivered within ______________ days after receipt of order.
Items proposed will be installed within ______________ days after delivery.

                                                                                                 Page 25 of 40
Revised 7/97
                         PRICING/DELIVERY INSTRUCTIONS (continued)

Maintenance - Software Components:
                                                            UNIT COST         EXT. COST
QTY DESCRIPTION                               WARRANTY      EA Per MONTH      Per YEAR
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________

TOTAL MAINTENANCE COST - SOFTWARE COMPONENTS                      Year 1: $_______________
                                                                  Year 2: $_______________
                                                                  Year 3: $_______________

Maintenance - Hardware Components:
                                                            UNIT COST         EXT. COST
QTY DESCRIPTION                               WARRANTY      EA Per MONTH      Per YEAR
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________
____     __________________________________   ___________   $___________      $___________

                                                                                 Page 26 of 40
Revised 7/97
                            PRICING/DELIVERY INSTRUCTIONS (continued)

TOTAL MAINTENANCE COST - HARDWARE COMPONENTS                                  Year 1:        $_______________
                                                                              Year 2:        $_______________
                                                                              Year 3:        $_______________

Amount and/or percentage of discount if annual prepayment is chosen as method of payment for maintenance is:
     $________________ or ________________%.

State what services are provided for maintenance costs listed. If license fees are also a factor, detail services and

Other additional costs:_______________________________________________________________________

License fees:_______________________________________________________________________________

TOTAL COST OF PROPOSAL: $___________________________
(Total cost of software + maintenance/support + license + hardware + transportation + installation + training,

Vendor agrees to renew this maintenance contract for the time frames listed below under the same terms,
conditions and pricing as the original contract. If vendor does not wish to renew, place an “N.A” in the spaces

Renewal Year 1: ______________
Renewal Year 2: ______________
Renewal Year 3: ______________

                                                                                                         Page 27 of 40
Revised 7/97
                                             RESIDENCE CERTIFICATION

Pursuant to Texas Government Code §2252.001 et seq., as amended, Harris County requests Residence Certification.
§2252.001 et seq. of the Government Code provides some restrictions on the awarding of governmental contracts; pertinent
provisions of §2252.001 are stated below:

         (3)    "Nonresident bidder" refers to a person who is not a resident.

         (4)    "Resident bidder" refers to a person whose principal place of business is in this state, including a
                 contractor whose ultimate parent company or majority owner has its principal place of business in this

        I certify that ______________________________________ is a Resident Bidder of Texas as defined in
                         [Company Name]
         Government Code §2252.001.

        I certify that ______________________________________ is a Nonresident Bidder as defined in Government
                         [Company Name]
         Code §2252.001 and our principal place of business is __________________________________.
                                                                         [City and State]

                                                                                                                          Page 28 of 40
Revised 7/97
                              AND REQUIREMENTS

A guaranty shall be submitted with each bid that the bidder will execute and furnish a performance bond within ten
days after award of the contract and receipt of contract and performance bond forms. Guaranty may be submitted
in either of these forms:

         A.     Individual bid bonds payable to Harris County for 5% of the total amount of the bid.

         B.     Bank cashier's check, payable to Harris County for 5% of the total amount of each separate bid.

If the successful bidder submits a bank cashier's check, as guaranty, Harris County may elect to hold the check until
all provisions of the contract have been completed or require the contractor to make a performance bond.
Performance bond shall be in a sum equal to the amount of money to be paid by the County under the contract,
unless otherwise stated, and shall be executed by a surety company authorized to do business in the State of Texas.
The prescribed forms of contract and performance bond are available to the bidder from Harris County and these
forms are the only forms Harris County will accept.

If the performance bond forms and related documents are not returned to the Harris County Purchasing
Department, 1001 Preston Avenue, Suite 670, Houston, Texas 77002 within ten days, Harris County has the right
to render the award ineffective.

Written verification of the validity of the bond shall be received by the Purchasing Department from the
Contractor's Surety before any payments will be made.


                                                                                                        Page 29 of 40
Revised 7/97
                                                    Attachment "A"

                                           Minimum Insurance Requirements

  •        The contractor shall, at all times during the term of this contract, maintain insurance coverage with not
           less than the type and requirements shown below. Such insurance is to be provided at the sole cost of
           the contractor. These requirements do not establish limits of the contractor's liability.

  •        All policies of insurance shall waive all rights of subrogation against the County, its officers, employees
           and agents.

  •        Upon request, certified copies of original insurance policies shall be furnished to Harris County.

  •        The County shall be named as "additional insured" on the Commercial General Liability Policy.

  •        The County reserves the right to require additional insurance should it be deemed necessary.

A. Workers’ Compensation (with Waiver of                        Statutory, and Bodily Injury by Accident: $100,000
   subrogatioin to Harris County) Employer’s                    each employee. Bodily Injury by Disease: $500,000
   Liability (including all states, U.S. Longshoremen,          policy limit $100,000 each employee
   Harbor Workers and other endorsements, if
   applicable to the Project.

B. Commercial General Liability Occurrence Form,                $300,000 each ocurrence Limit Bodily Injury and
   including, but not limited to Premises and                   Property Damage Combined $300,000 Products-
   Operation, Products Liability Broad Form Property            Completed Operations Aggregate Limit $500,000 Per
   Damage, Contractual Liability, Personal and                  Job Aggregate $300,000 Personal and Advertising
   Advertising Injury Liability and where the exposure          Injury Limit
   exists, coverage for watercraft, blasting collapse,
   and     explosions,   blowout,     cratering    and
   underground damage.

C. Automobile Liability Coverage                                $300,000 Combined Liability Limits. Bodily Injury
                                                                and Property Damage Combined. Harris County shall
                                                                be named as “Additional Insured” on Automobile

                                                                                                          Page 30 of 40
  Revised 7/97
                                          FINANCIAL STATEMENT

Condition of bidder at close of business Month, ___________________________ 19_____.

1.       Cash on hand                                              $______________

         In Bank                                                   $______________

         Elsewhere                                                 $______________   $_____________

2.       Accounts receivable from completed contracts
         (exclusive of claims not approved for payment)                              ______________

3.       Accounts receivable from other sources than above                           ______________

4.       Amounts earned on uncompleted contracts
         (not included in Item 3) (Contract price on completed
         portion of uncompleted contracts less total cost of
         completed portion.)                                                         ______________

5.       Deposits for bids or other guarantees                                 ______________

6.       Notes receivable              Past due                    $_____________
                                       Due 90 days                  _____________
                                       Due Later                    _____________    ______________

7.       Interest earned                                                       ______________

8.       Real Estate
                Business Property, Present value                   $____________
                Other property                               $____________      ______________

9.       Stocks and Bonds
                Listed on exchange                                 $____________
                Unlisted                                           $____________     ______________

10.      Equipment, machinery, fixtures                            $____________
               Less Depreciation                                   $____________     ______________

11.      Other Assets                                                                ______________

                                                             TOTAL ASSETS            $______________

                                                                                                 Page 31 of 40
Revised 7/97
                                      LIABILITIES AND NET WORTH

1.       Notes Payable       To banks regular            $______________

                             (For certified checks.) ______________

                             Equip. Obligations          ______________

                             Others                      ______________    $________________

2.       Accounts Payable Current                        $_____________

                             Past Due                    ______________    _________________

3.       Real Estate Mortgages                                             _________________

4.       Other Liabilities                                                 _________________

5.       Reserves                                                          _________________

6.       Capital Stock Paid up Common                                      _________________

                             Preferred                   _____________     _________________

7.       Surplus                                                           _________________

                                                  TOTAL LIBAILITIES        $_________________

                                                                                         Page 32 of 40
Revised 7/97

                                     SECTION 5 - EMPLOYEE MANUAL

                                  AND LEAVES OF ABSENCE

The work schedule and employee assignments are determined by each department head and the supervisor
determines the schedule of employee assignments. No monthly work schedule should be changed without a
seventy-two (72) hour notice except in cases of emergency. Employees must be notified of such changes. (An
emergency is an unforeseen combination of circumstances or the resulting state that calls for immediate action.)

For the purpose of termination benefits, an employee absent without notice for a period of three (3) working
days will be considered to have abandoned his job without notice and will forfeit all termination benefits.

The following shall be considered holidays for employees in the HCHD service:

                                       New Year’s Day
                                       Martin Luther King’s Birthday
                                       President’s Day
                                       Good Friday
                                       Memorial Day
                                       Independence Day
                                       Labor Day
                                       Thanksgiving Day
                                       Day After Thanksgiving
                                       Christmas Eve Day
                                       Christmas Day

(a)      HOLIDAYS FALLING ON SATURDAY OR SUNDAY. Whenever a holiday falls on Saturday, the
         preceding Friday shall be observed as a holiday. Whenever a holiday falls on Sunday, the following
         Monday shall be observed as the holiday. Employees working an irregular work week shall receive the
         same number of holidays as employees working a regular work week.

(b)      HOLIDAY COMPENSATION. An employee who works on a holiday will be compensate as
         provided in the Compensation Plan. Employees who are habitually absent or ill the day before or the
         day after a legal holiday, or who habitually fail to work as scheduled on a legal holiday, may be subject
         to termination. (Habitual is defined as two (2) unexcused incidents of this nature in a calendar year.)

(a) Vacation leave with pay shall accrue at the rate shown below on the first day of the month for each
                                                                                                      Page 33 of 40
Revised 7/97
         preceding full calendar month worked:

                 Years of                Number of Vacation Days     Bi-Weekly
               Employment                 Non-Exempt Employees        Accrual

                1 - 2 years                       80.0 hrs. (10)       3.077
                  3 years                         88.0 hrs. (11)       3.385
                  4 years                         96.0 hrs. (12)       3.692
                  5 years                        104.0 hrs. (13)       4.000
                  6 years                        112.0 hrs. (14)       4.308
                  7 years                        120.0 hrs. (15)       4.615
                  8 years                        128.0 hrs. (16)       4.923
                  9 years                        136.0 hrs. (17)       5.231
                 10 years                        144.0 hrs. (18)       5.538
                 11 years                        152.0 hrs. (19)       5.846
               12 - 19 years                     160.0 hrs. (20)       6.154
                20 or more                       176.0 hrs. (22)       6.769

                                         Number of Vacation Days
                Years of                    *Approved Job            Bi-Weekly
               Employment                    Classifications          Accrual

                1 - 2 years                      120.0 hrs. (15)       4.615
                  3 years                        128.0 hrs. (16)       4.923
                  4 years                        136.0 hrs. (17)       5.231
                  5 years                        144.0 hrs. (18)       5.538
                  6 years                        152.0 hrs. (19)       5.846
               7 - 19 years                      160.0 hrs. (20)       6.154
               20 or more                        176.0 hrs. (22)       6.769

                Years of                 Number of Vacation Days     Bi-Weekly
               Employment                  Exempt Employees           Accrual

                1 - 2 years                      120.0 hrs.   (15)     4.615
                  3 years                        136.0 hrs.   (17)     5.231
                  4 years                        144.0 hrs.   (18)     5.538
                  5 years                        152.0 hrs.   (19)     5.846
               6 - 19 years                      160.0 hrs.   (20)     6.154
               20 or more                        176.0 hrs.   (22)     6.769

                                                                                 Page 34 of 40
Revised 7/97
(b)      VACATION ACCRUAL. Vacation time is accrued on a bi-weekly basis. The bi-weekly
         accrual will appear upon completion of one (1) year of service; however, employees are entitled
         to schedule five (5) days of vacation after completing six (6) months of service. Vacation accrual
         or an increase in the accrual rate will become effective in the first pay period following
         completion of the required service time.

*( c)    SCHEDULING OF VACATION. Vacation time is scheduled by the department and is subject
         to the departmental schedule and Department Head’s approval. Employees will complete and
         submit request forms for vacation time no later than February 15 in order that the departmental
         vacation schedules may be posted by March 1 of each year. Scheduling of vacations for
         employees with seniority shall rotate every year. Employees can invoke seniority only for one
         vacation choice per year. Seniority is defined as Harris County Hospital District seniority.
         However, employees transferring into a department after February 15 will not be scheduled for
         vacation by seniority for the remainder of the year.

(d)      FLOAT DAYS. Two (2) earned vacation days may be used as “float days”. The two days may
         be scheduled with short notice in cases of emergency with Department Head approval. The
         Department Head may require proof that an emergency existed.

(e)      VACATION CAP. A “vacation cap” was established December 31, 1983, for each employee.
         The “caps” were implemented in order to govern the amount of time payable upon termination or
         eligible for carry over at the end of the year. Employees will never be allowed to carry over more
         than their individual “cap”; however, the “cap” may be reduced in subsequent years through
         utilization. An evaluation will occur in January of each year. Employees may always carry over
         as much as 80 earned hours.

(f)      VACATION PAY UPON TERMINATION. Accrued vacation after six (6) months of service
         will be paid upon termination if the employee gives the required two (2) weeks (ten working
         days) written notice or if the Hospital District terminates an employee. Terminal vacation pay is
         accrued from inservice date to date of termination.

         County Hospital District employees eligible for retirement as of January 1, 1986 and thereafter,
         may elect to extend their retirement date by having their accrued vacation and sick leave paid to
         them on a bi-weekly basis.

Monthly pension benefits will not be paid until the employee exhausts all accrued benefit payments. All
payments will be taken into consideration for calculation of retirement benefits.

This program also applies to employees who are resigning and not eligible for retirement benefits.

The following regulations will apply:
                                                                                               Page 35 of 40
Revised 7/97
         1.     The maximum number of accrued sick leave hours to be paid from the secondary bank is
                one thousand forty (1,040). Employees starting employment on February 1, 1986 and
                after accrue up to seven hundred twenty (720) hours. Effective January 1, 1992, accrued
                sick leave termination benefits will only be paid from the “secondary bank”. Employees
                hired after December 31, 1991 will not be paid accrued sick leave benefits at time of

         2.     Hospital District health and life insurance will remain in effect until the actual retirement,
                at which time the retirement health and life insurance benefits will go into effect.
                Terminating employees are eligible to convert the health and life insurance, if applicable,
                to individual policies after the termination date.

         3.     The employee will not accrue any additional vacation, sick leave or salary while under
                this program.

         4.       Deductions into the 401(K) Plan may be continued.

         5.     Employees are advised to contact the Employee Relations Division two (2) months before
                entering this program whether they elect the regular retirement or the extended benefits

         6.     Employees who are terminating their services and choose to extend their benefit
                payments should also inform the Employee Relations Office.

(h)      TRANSFER OF VACATION TIME. When an employee is transferred to another department,
         vacation credit shall be assumed by the new department.

(i)      *ACCRUAL OF SICK LEAVE. Beginning with the first of the month following three (3) full
         months of employment, an employee will accrue sick leave at the rate of 3.962 hours per pay

         *An employee (or member of his household) must notify his/her supervisor or designee if he/she
         will not be able to report for duty because of illness or injury. Notification must be made at least
         one (1) hour before the day shift begins or two (2) hours before the evening or night shift begins.
          Employees employed at HCHD facilities that do not provide twenty-four (24) hour coverage
         must make notification as required by the facility. An employee confined in the hospital need
         only call in the first day, giving information as to the appropriate length of hospital stay and
         home recuperation period and furnish a statement from the physician upon return to duty.

         *A statement from a physician will be required any time an employee loses five (5) or more
         scheduled working days due to illness (whether personal or job related) or a contagious illness
         regardless of the number of days lost from work. Employees must submit the Harris County
         Hospital District Employability Status Report form, obtained from the department or Employee
         Health Service or a comparable statement providing the same information to Employee Health
         Service in order to be cleared before returning to work. It will be the employee’s responsibility
         to submit the required statement. The required statement is to be submitted within twenty-four
                                                                                                 Page 36 of 40
Revised 7/97
         (24) hours of the physician’s clearance to return to work. Exceptions are holidays and weekends.

         If an employee consistently uses his/her monthly accumulated sick leave, he/she may be required
         to furnish the department head with a doctor’s statement certifying each illness.

         Sick leave will begin on the first day of each illness. Employees will be paid for accrued sick
         leave as it is used. Accrued sick leave will be paid to employees who visit their doctor or dentist
         for routine examinations or health maintenance purposes. At least one (1) day of advance notice
         must be given to the Department Head in such instances and verification may be requested.

         Four (4) days of accrued sick leave may be used each year by the employee for illness of a child,
         spouse, mother or father. Employees will not receive points with proper documentation.

         An employee, if he/she so requests, may be paid sick leave if hospitalized during a vacation only
         if a statement from a physician verifying a hospital in-patient stay is provided to the department
         head. Such sick leave will not extend the scheduled date to return to work. Any remaining
         vacation days must be rescheduled by the department head.

         Effective January 1, 1992, all full time employees will be allowed to accumulate unused sick
         leave up to 540 hours in a “primary sick leave bank”. Sick leave time in the primary bank will
         not be paid as a termination benefit. Sick leave time accrued up to 12-31-91 will be maintained
         in a “secondary bank”. This time will be coded to an employee after all hours in the primary sick
         leave bank have been exhausted. Sick leave time remaining in the secondary bank will be paid to
         an employee upon termination under the following conditions:

         a)     The employee must give and work the required two (2) weeks (ten working days) written
                notice. Sick leave termination benefits will only be paid from the “secondary bank”.

         b)     Sick leave termination benefits will be paid at the base rate in effect at time of

         c)     Terminated employees will be paid for hours remaining in the secondary bank up to their
                sick leave cap. Employees hired prior to January 31, 1986 have a sick leave cap of 1040
                hours minus all hours contributed to the deferred compensation program(s). Employees
                hired after January 31, 1986 have a sick leave cap of 720 hours minus all hours
                contributed to the deferred compensation program(s). An employee’s secondary bank
                will be discontinued when all accrued hours have been used or termination occurs.
                Employees hired after December 31, 1991, will not have a secondary sick leave bank and
                will not be paid accrued sick leave benefits at time of termination.

         *An employee who is off duty due to prolonged illness (in excess of four (4) weeks) is required
         to give a five (5) day notice prior to his return to work. Clearance to return to work from
         prolonged illness or a non-job injury is to be done 24 hours prior to shift in the Employee Health
         Clinic. Employees returning to work with restrictions or use of temporary supportive devices
         such as a cast, brace or crutch must be evaluated in the Employee Health Clinic for clearance as
         it relates to the physical requirements of the position. Verification as to the nature of the work
         involved may be obtained from the employee’s supervisor. Community Health Center
                                                                                                Page 37 of 40
Revised 7/97
         employees returning to work from an non-job injury or illness may report to the Center Director
         and Center Physician for a release to work.

*(j)     FUNERAL LEAVE. A regular full-time employee will be allowed three (3) consecutive days
         with pay, not to be deducted from sick leave for a death in the immediate family. The immediate
         family is defined as follows: mother, father, brother, sister, wife, husband, son, daughter,
         mother-in-law, father-in-law, daughter-in-law, son-in-law, stepfather, stepmother, stepchildren,
         great-grandparents, grand-parents, grandchildren, and legal guardian. Other accrued time may be
         coded to the employee for an additional two (2) days. Time in excess of the three funeral days
         must be requested by the employee and approved by the Department Head.

         One (1) day of funeral leave may be taken and charged against an accrued vacation day for the
         death of uncles, aunts, nephews, nieces, sister-in-law, brother-in-law and grandparents-in-law.
         Time in excess of three (3) funeral leave days must be requested by the employee and approved
         by the Department Head. Funeral leave is paid at straight time. In a week where there is regular
         time and funeral leave, overtime will not be paid.

         In order for funeral leave pay to be authorized, a “Request for Funeral Leave” form must be
         completed prior to or immediately upon the employee’s return. Funeral leave pay is authorized
         by the Department Head and Director of Salary Administration, Human Resources department.
         The Hospital District may require verification of the death and/or proof of the relationship of the
         employee to the deceased at its discretion. Such proof can be in the form of newspaper clippings,
         death certification or obituary notice. The Hospital District may withhold payment if the
         employee has not made request for leave prior to taking time off. This is necessary in order that
         the work schedule may be adjusted.

         Under certain conditions, such as the death of a Hospital District employee or person closely
         associated with the Hospital District, the Administrator may approve representation at the funeral
         with pay.

         In the event a death in the employee’s immediate family occurs while he/she is on vacation, the
         employee will be entitled to funeral leave immediately following his/her scheduled vacation. It is
         the responsibility of the employee to notify the Department Head should such an event occur so
         that his work can be covered in his absence.

         At the discretion of the Department Head and the Salary Administration Division, the employee
         may be given additional time off without pay if the circumstances warrant.

(k)      JURY DUTY. To foster good citizenship and participation in community activities, one (1)
         day’s pay at the regular rate of pay will be granted to employees for each day of Jury Duty or
         time they are summoned as a witness.

         *Employees must show subpoena or summons to the Department Head seventy-two (72) hours in
         advance to permit arrangement for coverage of his/her shift. Employees summoned to serve on
         jury, but dismissed after appearing at the Court, will receive one day’s pay.
         Employees cannot serve Jury Duty and work any part of their shift the same day or days without
         permission of their Department Head. Employees must provide from the Clerk of the Court a
                                                                                                Page 38 of 40
Revised 7/97
         statement to show the days absent for jury duty or for answering a subpoena. These forms must
         be submitted to the Salary Administrations Division on return to work.

         *If an employee must appear as a witness or serve Jury Duty on his day off, his/her off days shall
         be rescheduled and he will be paid at his/her regular rate of pay for that day provided seventy-two
         (72) hours notice was given to his/her Department Head. The Department Head must
         differentiate between actual jury duty and a subpoena in which the employee has a personal
         interest. Salary is not paid for personal interest cases, but off days may be rescheduled when

(l)      WORKER’S COMPENSATION. (Payments on account of accidental injury or occupational
         disease in the line of duty.) Employees who become injured on duty will be paid regular time for
         the remainder of their shift. (Refer to Risk Management Section on Worker’s Compensation.)

         Employees may use accrued sick leave time and accrued vacation time while receiving Workers’
         Compensation benefits to recover only an amount equal to the employee’s regular base salary and
         no compensation in excess thereof. Employees who do not wish to use accrued sick leave or
         vacation time must submit a request, in writing, to the Risk Management Director. When calling
         in due to a job related illness or injury, employees should notify the department head or his/her
         designee that he/she is unable to report to work due to a job related injury or illness and not
         simply state that he/she is sick. The department must then notify the Risk Management Division
         if the employee is out due to a job related injury/illness.

(m)      MILITARY LEAVE. An employee who shall be inducted for military duty in any branch of the
         Armed Forces of the United States shall be granted a military leave of absence. Upon return
         from such leave, an employee shall be placed at the same position on the salary schedule as if
         employed in the District during said period, provided such services does not exceed four (4)
         years and that the employee returns directly to the Hospital District. Leave of absence is granted
         with pay for Military Reserve Training not to exceed ten (10) working days in each year, if this is
         planned with the Department Head.

*LEAVE OF ABSENCE (Including Family/Medical Leave)
To be eligible for family or medical leave, an employee must have been employed for at least 12 months,
and must have worked at least 1250 hours during the previous 12 month period. An employee must give
at least 30 days notice before the date the leave is to begin. An unpaid Leave of Absence will result in
an adjusted classification date which will reflect the period of time absent. A paid Lease of Absence
(where accumulated vacation, sick time or workers’ compensation hours are used) will result in an
adjusted classification date. Employees granted a leave of absence will not be paid accumulated sick
leave except for illnesses. All leaves of absence and extensions of leave including job injury require
Administrative approval. The employee shall be permitted to return to the position of employment held
by the employee when the leave began or to an equivalent position with equivalent benefits, pay and
other terms and conditions of employment. Any employee who is returning from an approved leave of
absence must submit written notification to the Department Head at least five (5) days prior to the
intended return date. Employees on extended Leave of Absence must submit written notification of
return date of no less than ten (10) days.
Leave of Absence may be granted without pay up to three (3) months for an employee’s illness,
maternity, adoption or foster care or the serious health condition of a family member (spouse, son,
                                                                                                Page 39 of 40
Revised 7/97
daughter or parent). Although approved for a ninety (90) day leave of absence, employees are expected
to return to work once they have been released to return to work by their attending physician.

A “serious health condition” is an illness, injury, impairment, or physical or mental condition that
involves inpatient care in a hospital, hospice, or residential medical care facility, or continuing treatment
by a health care provider.

*Revised 8/93

                                                                                                 Page 40 of 40
Revised 7/97

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