consanguinity and affinity relationship chart - twia web viewby my signature below, ... mutual non...

Appendix A

Conflicts of InterestPlease review this information carefully. You must complete Attachment 1, Conflict of Interest

Disclosure and Certification, as part of your RFP submission.

All TWIA/TFPA officers, board members, employees, and contractors shall conduct their personal financial affairs in an ethical manner so as to try to avoid actual or perceived conflict between such personal interests and the interests of TWIA/TFPA. It is the policy of TWIA/TFPA that no board member serving on the TWIA Board of Directors or TFPA Governing Committee, TWIA/TFPA officer, TWIA/TFPA employee or contractor shall permit their private interests to conflict with the proper discharge of any duties and responsibilities; nor shall they use their position or any knowledge gained therein, in such a manner as to give the appearance of such conflict. Conflicts of interest may be considered to exist in those instances where the actions or activities of an individual on behalf of TWIA/TFPA also may result in improper personal gain or advantage to the individual or a family member, adverse effect upon TWIA/TFPA's interests, and improper gain or advantage to a third party.

An officer, board member, employee or contractor contracting with TWIA or TFPA (hereafter “person”) may not:

(1) accept or solicit any gift, favor, or service that might reasonably tend to influence the person in the performance or nonperformance of duties or responsibilities that the person knows or should know is being offered with the intent to influence the person’s actions or conduct;

(2) accept other employment or engage in a business, professional, or personal activity that the person might reasonably expect would require or induce the person to disclose confidential information acquired by reason of the person’s duties or responsibilities;

(3) accept other employment or compensation that could reasonably be expected to impair the person’s independence of judgment in the performance of their duties or responsibilities;

(4) make personal investments that could reasonably be expected to create a substantial conflict between the person’s private interest and the interest of TWIA or TFPA;

Pg 1 TWIA & TFPA Request for Proposals 5/6/23

(5) intentionally or knowingly solicit, accept, or agree to accept any benefit, financial or otherwise, for having exercised the person’s authority or performed the person’s duties or responsibilities in favor of another; or,

(6) own personally or by or through a family member any interest in a business that provides services for compensation to TWIA/TFPA unless that ownership is limited to the ownership of common stock available to any member of the public for purchase or the ownership is disclosed and any deviation of this policy is waived pursuant to the DEVIATION FROM THIS POLICY section.

Subsections (1-5) are based on Texas Insurance Code Section 2210.012(a). Although the same statutory language does not exist for TFPA under Chapter 2211, these standards will be applied in any TFPA operations or procedures.

Pursuant to Texas Insurance Code Section 2210.013, a member of the board of directors, governing board, or an employee of the association may not appoint or employ, or contract with, the following individuals for the provision of goods or services in connection with the operation or business of the association, if the individual to be appointed or employed, or with whom a contract is to be entered into, is to be directly or indirectly compensated from funds of the association:

(1) an individual related to the member of the board or employee within a degree of relationship described by Section 573.002, Government Code; or

(2) an individual related to any member of the board of directors or employee of the association within a degree of relationship described by Section 573.002, Government Code.

Section 573.002, Government Code means relationships within the third degree by consanguinity or within the second degree by affinity.

Two individuals are related to each other by consanguinity if:

(1) one is a descendant of the other; or

(2) they share a common ancestor.

An adopted child is considered to be a child of the adoptive parent for this purpose. Two individuals are related to each other by affinity if:

(1) they are married to each other; or

(2) the spouse of one of the individuals is related by consanguinity to the other individual.


The ending of a marriage by divorce or the death of a spouse ends relationships by affinity created by that marriage unless a child of that marriage is living, in which case the marriage is considered to continue as long as a child of that marriage lives.

Consanguinity and Affinity Relationship Chart

Officer or Employee

Consanguinity(Includes individuals related by blood to the

Officer or Employee)

Affinity(Includes the Officer’s or Employee’s Spouse and

individuals related to the Spouse)First

DegreeSecond Degree

Third Degree First Degree

Second Degree Third Degree

Father or Mother

Grandparents Great Grandparents Spouse Grandparents Great Grandparents

Son or Daughter

(& Spouse)

Grandchildren (& Spouse)

Great Grandchildren (& Spouse)

Father or Mother

Grandchildren Great Grandchildren

Uncle or Aunt (& Spouse)

Great Uncle or Aunt (& Spouse)

Son or Daughter

Uncle or Aunt Great Uncle or Aunt

First Cousin (& Spouse)

Children of Great Uncle or Aunt

(& Spouse)

First CousinChildren of Great

Uncle or Aunt

Nephew or Niece

(& Spouse)

Second Cousin (& Spouse)

Nephew or Niece Second Cousin

Brother or Sister

(& Spouse)

Children of First Cousin (& Spouse)

Brother or SisterChildren of First

Cousin

Grand Nephew or Niece

Grand Nephew or Niece


An Officer or Employee is the starting point from which all degrees of relationship are calculated.

Under the Degrees of Consanguinity, where Spouse is indicated, the relationship of the spouse is in the same degree as that of the person related by consanguinity, but the spouse is related only by affinity.

Although the same statutory language does not exist for TFPA under Chapter 2211, these standards will be applied in any TFPA operations or procedures.

An officer or employee who violates these requirements is subject to termination by TWIA or TFPA. A contractor who violates this Policy is subject to termination of any contract with TWIA or TFPA. In addition, a person who violates these requirements may be subject to any applicable civil or criminal penalty if the violation also constitutes a violation of any statute or rule. Any director or governing board member who violates these requirements will be reported to the Commissioner of Insurance and may be subject to removal by the Commissioner of Insurance pursuant to Chapters 2210 and 2211.

Prior to or at the time of first employment, performing services, or signing of any contract, an officer, employee, or contractor must disclose to the General Manager any previous, current, or future business or personal relationship with a third party which may have or has a financial interest in the operations of TWIA/TFPA;

Prior to or at the time of first employment, an officer, employee, or contractor must disclose the name of any previous employer or other self-employment performed by the employee for the five years preceding the date of employment with TWIA/TFPA; or

After commencing employment, association, or contract with TWIA/TFPA, upon discovery or knowledge, direct or indirect, of a business or personal relationship with a third party which may have or has a financial interest in the operation of TWIA/TFPA, the officer, board member, employee or contractor must disclose this information immediately to the General Manager.

An officer, board member, employee, or contractor must notify the General Manager of any business relationship, or proposed business transaction TWIA/TFPA may have with any other party in which the officer, board member, employee or a family member, and contractor has:


(1) In which the officer, board member, employee, contractor, or a family member has a direct or indirect interest;

(2) From which the officer, board member, employee, contractor, or a family member may derive a benefit; or

(3) Where a family member is employed, if such relationship or transaction might give rise to an actual or perceived conflict of interest.

The General Manager shall review all required disclosures provided under this Policy and evaluate any impact on the organization. If any officer, board member, employee, or contractor becomes aware of a potential conflict that may have not been previously disclosed by another person, that person shall bring the potential conflict to the General Manager immediately.

Once such disclosure has been brought to the attention of the General Manager, the conflict will be evaluated and the appropriate action will be taken to resolve any such conflict. A committee consisting of the General Manager, the Vice President of Legal, the Vice President of Finance, Compliance Manager and the Human Resources Administrator shall evaluate each and every conflict to determine a course of action to address the conflict. Such actions may include, but are not limited to, seeking an exception or deviation as outlined in this policy, requiring such conflicts be eliminated, or reassignment or termination of individuals if the conflict cannot be otherwise resolved. Any decision to address a disclosure of a conflict of interest will be maintained in personnel files by Human Resources.


Attachment 1Disclosure of Previous Business or Personal Relationship

The TWIA/TFPA Business Ethics and Conflicts of Interest Policy requires the disclosure of any previous business or personal relationship with a third party which may have or has a financial interest in the operations of TWIA or TFPA. This disclosure is required at the time of beginning your employment, after commencing employment with TWIA or TFPA, and for contractors before and after entering a contract for services or goods.

In accordance with the TWIA/TFPA Business Ethics and Conflicts of Interest Policy, please disclose the following:

(1) Prior to or at the time of first employment or signing of any contract, an officer, employee, or contractor must disclose to the General Manager any previous, current, or future business or personal relationship with a third party which may have or has a financial interest in the operations of TWIA/TFPA;

(2) Prior to or at the time of first employment, an officer, employee, or contractor must disclose the name of any previous employer or other self-employment performed by the employee for the five years preceding the date of employment with TWIA/TFPA; or

(3) After commencing employment, association, or contract with TWIA/TFPA, upon discovery or knowledge, direct or indirect, of a business or personal relationship with a third party which may have or has a financial interest in the operation of TWIA/TFPA, the officer, board member, employee or contractor must disclose this information immediately to the General Manager.

Company Name Relationship (Business, Personal, Previous Employer) 1. ______________________________________________________________

2. ______________________________________________________________

3. ______________________________________________________________

4. ______________________________________________________________

If you have additional information to disclose, please attach a separate sheet of paper to this document with that information.

By my signature below, I state that I have received and read the TWIA/TFPA Business Ethics and Conflicts of Interest Policy (“document”) which was provided to me either by physical or electronic means. My signature below confirms my receipt of the document and constitutes my certification that I am not aware of any conflict or potential conflict covered by the policy that is not disclosed on this form or its attachments.

Signature: ____________________________________

Printed Name: ____________________________________

Date: ____________________________________

TWIA/TFPA Management Review


Signature: ____________________________________

Printed Name: ____________________________________

Date: ____________________________________

Appendix B

Internal Audit Plan

TWIA/TFPA Internal Audit Plan

Internal Audit Project Frequency of Project

Risk Identification & Assessment Annually

Internal Audit Plan Development Annually

Coordination & Follow-up of External Audits (as needed) Annually

Claims & Underwriting Every 3 years

Information Technology-General Controls & Cyber Security Every 3 years

Assess Control Environment Annually

Internal Controls over Financial Reporting Annually

Business Continuity & Disaster Recovery Plans Every 3 years

Assess documentation & risks of major projects being implemented Annually

Board/Governing Committee Preparation & Management Reporting Annually

HR Related Matters (Onboarding/Offboarding process, Payroll process) Every 3 years


Appendix C

Contract References and Other Information

Unless otherwise indicated, Respondents must complete all of the following blanks and include all required attachments in its Response.

Respondent must list the name, title, phone number, and fax number of at least two (2) individuals who will be the contact persons for this RFP and who have the authority to respond to questions from TWIA

Name:

Title:

Phone Number:

Fax Number:

Email:

Name:

Title:

Phone Number:

Fax Number:

Email:


References

Respondents must provide a separate list of all other entities for which Respondent within the past five (5) years has provided services similar to those requested in this RFP. Respondents must give the client organization’s name and describe the service performed; the service’s beginning and ending dates, results obtained, and current status of the project. Respondents must provide the name, title, telephone number, and email address of the key contact(s) at the client organization. If none, Respondent must provide an explanation.

If comparable accounting services have not been provided, Respondent must submit references for internal audit services in matters relating to insurance or other areas of financial activity compatible with the business of insurance. As a minimum, provide a brief description of the project, current client information (including names and phone numbers), dates services were performed, specific services Respondent provided, size of the project, delivery approach, and project costs at completion.


Appendix D

Names of Individuals and Hourly Rates

List names, certifications, hourly rates, and estimated number of hours of each individual.

Examples:

Title Name Hourly Rate

Estimated Number of Hours

Certifications

Respondent’s Staff

Title Name Hourly Rate

Estimated Number of Hours

Certifications


Appendix E

Mutual Non Disclosure Agreement

This Agreement is made this ____day of _________, 2015, between:

(1) _________________________ with offices located at _________________________, and

(2) Texas Windstorm Insurance Association with offices located at 5700 S. MoPac Expressway, Building A, Austin, Texas 78749 (“TWIA”).

RECITALS:

(A) At meetings between our representatives to explore the possibility of business opportunities of mutual interest we may each need to disclose to the other proprietary information relating to our products, processes and commercial activities.

(B) In order to protect our respective proprietary interests in the information we each disclose and in order to avoid misunderstanding, we wish to set out the terms and conditions on which the information is disclosed.

IN CONSIDERATION OF THE MUTUAL PROMISES HEREINAFTER CONTAINED IT IS HEREBY AGREED as follows:

Notwithstanding any provision herein to the contrary, the parties hereby acknowledge and agree that TWIA is subject to the Texas Public Information Act, Tex. Government Code §552.001 et seq. (“Public Information Act”) and must comply with the provisions of Texas law including the Public Information Act.

1. In this Agreement the term “Confidential Information” shall mean any information (including this Agreement) in any form emanating, directly or indirectly, from a party to this Agreement and shall include any compilation of otherwise public information in a form not publicly known.

2. It is understood that the term “Confidential Information” does not include information which:


(i) is publicly known at the time of its disclosure;(ii) after disclosure to the recipient, has become publicly known other than through breach

of this Agreement;(iii) the recipient can show was known to it, other than under a subsisting obligation of

confidentiality or restricted use, prior to the disclosure by the other party;(iv) is required to be disclosed by the recipient by order of the Court after all available legal

remedies to maintain the information in secret have been exhausted at the expense of disclosing party;

(v) the recipient can show was made available to it by a third party who had a right to do so and has not imposed on the recipient any subsisting obligation of confidentiality or restricted use in respect thereof.

3. Except as provided by Texas law, including, without limitation, the Public Information Act, each party agrees that it will not at any time disclose to any third party (including without limitation any holding, subsidiary or associated company) any Confidential Information, which it receives from the other, (including the fact that discussions between the parties is taking place) and it shall use such Confidential Information only for the purpose of considering and evaluating the business opportunities under discussion between the parties.

4. Each party may disclose the Confidential Information which it receives from the other only to such of its officers and employees as need to know for the purposes of considering and evaluating the said business opportunities. Each party shall ensure that such officers and employees are bound by equivalent obligations in respect of the Confidential Information to those set out in this Agreement and shall use its best endeavours to ensure that they abide by such obligations. Each party shall be fully responsible for any unauthorized disclosure or use of the Confidential Information by its officers and employees.

5. Any documents, printed or written material, designs, drawings, models, samples, computer software or other tangible items supplied by one party to the other in the course of their discussions of the said business opportunities shall be returned promptly at the request of the party which supplied them together with any copies thereof.

6. Disclosure of any information under this Agreement shall not be construed as granting, directly or by implication, any license under any patent, patent application or copyright, or any other


intellectual property rights; nor shall this Agreement be construed as creating any agency or partnership relationship between the parties.

7. Each party agrees with the other that it will not develop software from the Confidential Information supplied by the other hereunder; nor market or otherwise use the Confidential Information other than for the purposes of this Agreement provided that this restriction shall not prohibit either party from independently developing any software provided it does not use any Confidential Information belonging to the other.

8. This Agreement shall be subject to the laws of the State of Texas and all disputes arising in connection herewith shall be submitted to the non-exclusive jurisdiction and venue of the courts located in Austin, Texas. Any litigation involving this Agreement must be brought in a District Court of Travis County, Texas, or in the United States District Court for the Western District of Texas, Austin Division.

9. This Agreement shall govern all transfers of Confidential Information between the parties that are made during the period from the date hereof to either the date on which: (i) either party receives from the other written notice that subsequent transfers shall not be so governed; or (ii) an agreement for the provision of products and or services is entered into between the parties, whichever occurs first. The obligations of the parties under this Agreement with respect to Confidential Information it has received shall continue for a period of five (5) years after termination of this Agreement.

10. This Agreement shall take effect on the date set out on the first page of this Agreement.

11. The parties agree that unauthorized disclosure of Confidential Information would cause irreparable harm to the company who owns the Confidential Information and will not object to a party seeking injunctive relief to stop any such disclosure.

12. Each party agrees that in the event a third party requests disclosure of any Confidential Information either under the Public Information Act or separate legal action, each party will pay for its own legal costs associated with the request should a party seek to prevent the disclosure to a third party. The parties agree that if _________ or TWIA is served, requested, or becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or otherwise) or is required by a regulatory

body to make any disclosure, ___________ or TWIA, as the case may be, will provide the other


party with notice within 3 business days of the receipt of such request so that it may seek an appropriate protective order or other appropriate remedy. The party receiving the subpoena shall thereafter be entitled to comply with such subpoena or other process to the extent permitted by law.

13. Miscellaneous Provisions.

(a) Assignability.

This Agreement is nonassignable.

(b) Severability.

In the event that any one or more of the provisions of this Agreement or any word, phrase, clause, sentence, or other portion thereof shall be deemed to be illegal or unenforceable for any reason, such provision or portion thereof shall be modified or deleted in such manner so as to make this Agreement as modified legal and enforceable to the fullest extent permitted under applicable law.

(c) Entire Agreement.

This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof and supersedes all other agreements relating to the subject matter hereof. There are no agreements, understandings, specific restrictions, warranties or representations relating to said subject matter between the parties other than those set forth herein or herein provided.

(d) Counterparts.

This Agreement may be executed in two or more counterparts, each of which will take effect as an original, and all of which shall evidence one and the same Agreement.

(e) Amendment and Modification.

This Agreement may only be amended or modified by the mutual written agreement of the parties.


(f) Public Information.

Notwithstanding any provision herein to the contrary, the parties hereby acknowledge and agree that TWIA is subject to the Texas Public Information Act, Tex. Government Code §552.001 et seq. (“Public Information Act”) and Attorney General Opinions issued under that statute and must comply with the provisions of Texas law including the Public Information Act. Within three (3) days of receipt, _______ will refer to TWIA any third party requests, received directly by _________, for information to which _______ have access as a result of or in the course of performing services under this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized corporate officers as of the day and year first above written.

SIGNED for and on behalf of SIGNED for and on behalf of TWIA

Name: Name:

Title: Title:

Date: Date:


consanguinity and affinity relationship chart - twia web viewby my signature below, ... mutual non...

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