Request for Proposals Internal Audit Services - TWIA · requirements outlined in this Request for Proposals (RFP). The purpose of this RFP is to obtain The purpose of this RFP is

Request for Proposals

Internal Audit Services

Issue Date: February 25, 2016

Pg 1 TWIA & TFPA Request for Proposals 3/8/16

Texas Windstorm Insurance Association

REQUEST FOR PROPOSALS

Internal Audit Services

Issue Date: February 25, 2016

Responses to this Request for Proposals must be received on or before

April 4, 2016 5pm CST, Austin, Texas

Each Response must show RFP Number on Return Envelope or email subject line.

Sealed responses will be accepted until the date and time established for receipt. Responses received

later than the specified date and time, whether delivered in person or by mail or email, will be

disqualified as untimely.

To obtain a copy of this RFP, please visit the TWIA website:

www.twia.org

Or request a copy directly from: Darrell Rupert


Email: [email protected]


Table of Contents

1. General Information ............................................................................................................ 5

1.1. Introduction .....................................................................................................................5

1.2. TWIA Contact Person .......................................................................................................5

1.3. Submission Deadline .......................................................................................................6

1.4. Schedule of Events............................................................................................................7

1.5. Proposal Evaluation and Contract Award ......................................................................7

1.6. General Terms ..................................................................................................................8

1.7. Respondent Affirmations and Certifications ................................................................ 11

2. Specifications ......................................................................................................................... 14

2.1. Overview ......................................................................................................................... 14

2.2. Description of Services .................................................................................................. 14

2.3. Qualifications and Experience of Respondent ............................................................. 15

2.4. Additional Requirements .............................................................................................. 16

2.5. Proprietary Interests ..................................................................................................... 17

3. Additional Terms and Conditions .............................................................................. 17

3.1. Open Records; Reissuance ............................................................................................. 17

3.2. Pricing ............................................................................................................................. 18

3.3. Additional Specifications ............................................................................................... 18

3.4. Attachments ................................................................................................................... 18

3.5. Unacceptable Terms in Respondent’s Response .......................................................... 18

3.6. Incorporation of Entire RFP .......................................................................................... 18

3.7. Agreement between TWIA & Respondent .................................................................... 19

3.8. Conflicting Provisions .................................................................................................... 19

3.9. Warranties ...................................................................................................................... 19

3.10. Limitation on Authority; No Other Obligations ........................................................... 19


3.11. No Other Benefits ....................................................................................................... 19

3.12. Assignment ................................................................................................................. 19

3.13. No Waiver .................................................................................................................... 20

3.14. Confidentiality of Information ................................................................................... 20

4. Proposal/Response Format ......................................................................................... 21

4.1. Respondent Documents ................................................................................................. 21

4.2. Mandatory Response Requirements ............................................................................. 21


Appendix

A. Conflicts of Interest Page 27

B. Internal Audit Plan Page 33

C. Contract References and Other Information

Page 34

D. Names of Individuals and Hourly Rates Page 36

E. Mutual Non-Disclosure Agreement Page 37


1. General Information

1.1. Introduction

The Texas Windstorm Insurance Association (TWIA) is an association of property insurers created

pursuant to Chapter 2210 of the Texas Insurance Code. TWIA insures against losses due to

windstorm and hail in certain designated areas of Texas.

Texas FAIR Plan Association (TFPA) was created by the Texas Legislature and activated by the

Commissioner of Insurance pursuant to Chapter 2211 of the Texas Insurance Code (the “Act”). The

purpose of the Act is to provide a method of delivering residential property insurance to qualified

citizens of Texas in areas determined by the Commissioner of Insurance of the Texas Department of

Insurance to be underserved areas.

TWIA/TFPA invites all qualified Respondents to submit proposals in accordance with the

requirements outlined in this Request for Proposals (RFP). The purpose of this RFP is to obtain

proposals from qualified Respondents for the internal audit services described in this RFP. This RFP

includes internal audit services for Texas Windstorm Insurance Association and Texas FAIR Plan

Association. These two organizations operate out of the same building and share many

administrative and functional tasks, with costs allocated between the two.

This RFP details the requirements for proposals to be submitted by interested Respondents, the

format in which proposals are to be submitted and the material to be included in each proposal.

1.2. TWIA Contact Person

1.2.1. The TWIA contact person identified below is the sole point of contact for this RFP. Any and all communications concerning this procurement and all proposals must be submitted to:

By U.S. Mail, overnight, courier and hand delivery:

Darrell Rupert


Internal Audit Department

5700 South Mopac, Building A

Austin, Texas 78749


By E Mail:

Darrell Rupert

[email protected]

1.2.2. Other than the above-named contact person, prospective Contractors or their representatives must not contact TWIA representatives or employees to discuss the contents of this RFP. Failure to observe this restriction may result in disqualification of any subsequent proposal. The restriction shall not, however, preclude discussion between affected parties for the purpose of conducting business unrelated to this procurement.

1.3. Submission Deadline

Mail responses to this RFP must be time stamped at TWIA’s office before the hour and date

specified on page 1 of this RFP. Late responses properly identified will be returned to Respondent

unopened. Dates of receipt for email responses will be date shown as received by our system. In no

event will TWIA be liable for responses delayed by delivery services or email systems.

No extensions will be granted to any potential respondent unless the extension is granted to all

potential respondents.


1.4. Schedule of Events

The schedule for evaluating responses to this RFP is as follows. TWIA reserves the right to amend

the schedule.

Date Event

February 25, 2016 Issuance of RFP

March 14, 2016 Submission of Written Questions

March 21, 2016 Responses to Written Questions Provided By

TWIA

April 4, 2016 Deadline for Submission of Proposals

April 19, 2016 Staff Review of Proposals

May 9, 2016 TWIA Executive Committee Evaluation of Staff

Recommendations

May 10, 2016 TWIA Board Approval of Firm Selected for Internal

Audit Services

May 11, 2016 Anticipated Contract Award

1.5. Proposal Evaluation and Contract Award

1.5.1. TWIA will conduct a fair, comprehensive, and impartial evaluation of all proposals received in response to this RFP using an evaluation committee comprising TWIA employees and an outside representative from a Certified Public Accounting firm. The outside representative’s firm will not be permitted to submit a proposal to the RFP.


1.5.2. Each member of the evaluation committee will conduct an independent review of each proposal submitted and will assign each proposal/Respondent a score. These scores will be averaged for each Respondent.

1.5.3. The evaluation committee may request clarification of information or representations in any of the proposals before completing the initial evaluation. Requests for clarification and responses to requests for clarification will be in writing and will become part of the evaluation record.

1.5.4. TWIA may enter into a Negotiation Phase. TWIA will have the option to negotiate a Respondent’s proposal, including but not limited to price and services features.

1.6. General Terms

1.6.1. Governing Law The RFP and any resulting contract and work orders shall be governed, construed,

and interpreted in accordance with the laws of the State of Texas (but not rules

governing conflicts of law issues).

1.6.2. Venue Any action or proceeding related to this RFP and any resulting contract and work

orders shall be brought as a separate action in Travis County, Texas and venue is

proper in only such county.

1.6.3. Additional Terms and Conditions Any terms and conditions attached or submitted with RFP Response will not be

considered by TWIA unless the Respondent specifically refers to them and

requests approval by TWIA of such terms and conditions. Such Respondent’s

terms and conditions may result in the disqualification of the RFP response. See

also sections 3.9 and 3.10 of this RFP.

1.6.4. Minimum Qualifications for Consideration of Proposals To be entitled to consideration, proposals must clearly indicate that Respondents

have available the necessary qualified personnel, skills, organization, and facilities

to fulfill all the services required under this RFP and any resulting contract.

1.6.5. No TWIA Obligations for Costs TWIA accepts no obligations for costs incurred in responding to this RFP in

anticipation of being awarded a contract. All of the costs and expenses incurred by


any Respondent or prospective Contractor in connection with or arising out of its

possible or actual response to this RFP, including without limitation the cost of

developing and preparing a response, shall be entirely the responsibility of the

Respondent and shall not be borne or reimbursed directly or indirectly by TWIA,

whether or not (a) the prospective Contractor formally submits a response; (b)

such response, if submitted, is rejected by TWIA; (c) the Respondent is awarded

the contract; or (d) the RFP is withdrawn by TWIA.

1.6.6. Press Releases Press releases pertaining to this RFP and/or any resulting contract or the services

to which they are related shall not be made without the prior written approval of

TWIA, and then only in accordance with explicit written instructions from TWIA.

The disclosure of the contents of proposals prior to the award of a contract under

this RFP may result in disqualification.

1.6.7. Misunderstanding or Lack of Information

1.6.7.1. Respondents must be thoroughly informed concerning all relevant facts, data, and estimates, which are necessary for the purpose of assembling a proposal, and concerning all difficulties that may be encountered in managing or operating the project under the contract resulting from this RFP. No plea of ignorance of conditions that exist or of conditions or difficulties that may be encountered will be accepted as an excuse for any failure or omission on the part of the Selected Contractor to fulfill in every detail all of the requirements of the resulting contract or will be accepted as a basis for any claim whatsoever for additional compensation.

1.6.8. Compliance with RFP Requirements By submitting a response Respondent acknowledges, accepts, and agrees to all

terms of the RFP. A response to this RFP is an offer to contract with TWIA based

upon the terms, conditions, and specifications contained in this RFP, however,

proposals and responses do not become part of a contract or agreement with

TWIA unless and until they are accepted and agreed to by TWIA. TWIA, in its sole

discretion, may disqualify a proposal from consideration if TWIA determines a

proposal is non-responsive and/or non-compliant, in whole or in part, with the

requirements set forth in this RFP.


1.6.9. Binding Effect of Proposal Unless otherwise agreed in writing and signed by TWIA, each Respondent agrees

to and shall be bound by the information and documentation provided with the

proposal, including prices quoted for services. By submitting a proposal, the

Respondent commits to providing the goods and services required at the prices

set forth in its proposal. Proposals must be valid for 90 calendar days following the

proposal receipt date. Proposed rates must be firm and guaranteed for any

resulting initial contract period.

1.6.10. Rejection of Proposal and Cancellation of RFP Issuance of this RFP does not constitute a commitment on the part of TWIA to

award a contract. TWIA is under no obligation to award any contract as a result of

this RFP. TWIA maintains the right to reject any or all proposals and to cancel this

RFP at any time. TWIA reserves the right to reject, in its sole discretion, any or all

RFP responses and all or any part of any response and to waive minor

technicalities. TWIA’s waiver of any deviations in any response will not constitute

a modification of this RFP and will not preclude TWIA from asserting all rights

against Selected Respondent for failure to fully comply with all terms and

conditions of this RFP.

1.6.11. Right to Amend, Modify, or Withdraw the RFP TWIA reserves the right to alter, amend, or modify any provisions of this RFP or to

rescind, revoke, or withdraw this RFP, in whole or in part, at any time prior to the

award of any contract

1.6.12. Written Questions and Official Response Respondents may submit written questions addressed to the TWIA contact person

identified in section 1.2. All questions must be received, in writing via email, by

the TWIA contact person no later than 9 a.m. Central Time on March 14, 2016.

The email subject line must be: TWIA Internal Audit Services, Questions and

Answers. Telephone inquiries will not be answered. Responses to timely

submitted questions that are not already addressed in the RFP will be posted on

the TWIA website on [March 21, 2016].


1.6.13. Ambiguity, Conflict, Discrepancy, Exclusionary Specification, or Omission If a potential respondent discovers any ambiguity, conflict, discrepancy,

exclusionary specifications, omission, or other error in this RFP, he or she shall

immediately notify, in writing, the TWIA contact person specified in section 1.2.

Failure to notify the TWIA contact person of any error, ambiguity, conflict,

discrepancy, exclusionary specification, or omission, will constitute a waiver of any

right, relief, or potential benefit that may otherwise have resulted from error or

its later correction.

1.6.14. No Alterations or Withdrawals of Response after Deadline Responses cannot be altered or amended after the deadline specified on page 1 of

this RFP. Any alterations made before this deadline must be initialed by

Respondent or Respondent’s authorized agent.

1.6.15. TWIA Not Liable TWIA is not responsible for responses received late, illegible, incomplete, or

otherwise non-responsive for any reason, including but not limited to failure of

electronic equipment or operator error, or errors on the part of the delivery

service.

1.7. Respondent Affirmations and Certifications

1.7.1. DTPA; Unfair Business Practices Respondent represents and warrants that it has not been the subject of a

Deceptive Trade Practices Act or any unfair business practice administrative

hearing or court suit and that Respondent has not been found to be liable for such

practices in such proceedings. Respondent certifies that it has no officers who

have served as officers of other entities who have been the subject of a Deceptive

Trade Practices Act or any unfair business administrative hearing or court suit and

that such officers have not been found to be liable for such practices in such

proceedings.

1.7.2. Immigration Respondent represents and warrants that it will comply with the requirements of

the Immigration Reform and Control Act of 1986 regarding employment

verification and retention of verification forms for any individuals hired on or after


November 6, 1986, who will perform any labor or services under the contract.

Respondent represents and warrants that it also will comply with the

requirements of the Immigration Act of 1990, and any other applicable federal

immigration law.

1.7.3. Equal Opportunity Respondent represents and warrants that it will comply with the all applicable

federal, state, and local Civil Rights laws Act giving equal opportunity without

regard to race, color, creed, sex, national origin, or any other protected status.

1.7.4. Economic Opportunity Respondent represents and warrants that it has not given, offered to give, and

does not intend to give at any time hereafter, any economic opportunity, future

employment, gift, loan, gratuity, special discount, trip, favor, or service to any

TWIA employee in connection with this RFP and any resulting contract.

1.7.5. Antitrust Respondent represents and warrants that neither Respondent nor any firm,

corporation, partnership, or institution represented by Respondent, nor anyone

acting for such firm, corporation or institution has violated the antitrust laws of

Texas codified in section 15.01, et. seq. Business and Commerce Code, or the

federal antitrust laws, nor communicated directly or indirectly Respondent's

response to any competitor or any other person engaged in such business.

1.7.6. Conflicts of Interest The Associations wish to minimize the potential for conflict of interest. Each proposal shall include a statement disclosing any potential conflicts of interest (as described in Appendix A), of the Bidder and/or any of the Bidder’s employees or contractors, or affirming that no such conflicts exist.

The Associations reserve the right to cancel any contract awarded if any interest,

disclosed or discovered by any source at any time, could give the appearance of a

conflict or cause speculation as to the objectivity of the work to be performed by

the contractor.

TWIA’s determination regarding any questions about conflict of interest shall be

final


1.7.7. Financial Interests Respondent represents and warrants that neither Respondent nor any person or

entity that will participate financially in the contract has received compensation

from TWIA for participation in preparation of the RFP or other specifications for

this RFP and any resulting contract.

1.7.8. ADA Respondent represents and warrants that it will comply with the requirements of

the Americans with Disabilities Act (ADA) and any applicable federal, state or local

law regarding equal access and accommodation for those with disabilities.

1.7.9. False Statements; Breach of Representations, etc. By signature to Respondent’s Proposal or Response, Respondent makes all the

representations, warranties, guarantees, certifications, and affirmations included

in this RFP. If Respondent signs the Proposal or Response with a false statement

or it is subsequently determined that Respondent has violated any of the

representations, warranties, guarantees, certifications, or affirmations included in

this RFP, Respondent will be disqualified from the RFP process and/or in default

under any resulting contract.

1.7.10. Indemnity Clause Respondent shall defend, indemnify, and hold harmless TWIA, all of its officers,

agents, and employees from and against all claims, actions, suits, demands,

proceedings, costs, damages, and liabilities, arising out of, connected with, or

resulting from any acts or omissions of respondent or any agent, employee,

subcontractor, or supplier of respondent in the execution or performance of any

resulting contract.

1.7.11 Felony Criminal Convictions

Respondent represents and warrants that Respondent has not and Respondent’s

employees have not been convicted of any felony criminal offenses, or that, if

such a conviction has occurred, Respondent has fully advised TWIA as to the facts

and circumstances surrounding the conviction.


2. Specifications

2.1. Overview

The Texas Windstorm Insurance Association (TWIA) is requesting sealed competitive bids for the

internal audit services described below. Selected Respondent will be responsible for performing all

of the services and for complying with all of the requirements of this RFP. All bid pricing must be

completed as required in Section 4 of this RFP.

2.2. Description of Services

2.2.1. Required Services

2.2.1.1. Internal Auditing Services

The internal auditor will be responsible for organizing, managing, and

implementing all aspects of the internal audit function at TWIA and TFPA including

risk assessment, conducting internal audits, producing internal audit reports,

discussing the findings with the Board of Directors, and preparing the annual

internal audit plan. Attached in Appendix B is the Internal Audit Plan based upon

the most recent risk assessment performed in 2014.

The internal audit services must conform to the Standards for the Professional

Practice of Internal Auditing and the Code of Ethics contained in the Professional

Practices Framework as promulgated by the Institute of Internal Auditors.

The internal audit services include: (1) an annual audit plan that is prepared using

risk assessment techniques and that identifies the individual audits to be

conducted during the year and (2) periodic audits of TWIA’s and TFPA’s major

systems and controls, including but not limited to: accounting systems and

controls; administrative systems and controls; and information technology

systems and controls.

The internal auditor shall be required to:

1) Report directly to the Board of Directors at the quarterly Board meetings. 2) Perform an annual risk assessment using techniques that identify risk

factors that impact TWIA’s major systems and controls.


3) Establish a methodology for assigning risk factors and weighting of risks to develop an annual audit plan that includes a prioritized audit work schedule and an estimated number of hours and costs to complete each audit.

4) Implement the plan once approval has been obtained from the Board. 5) Perform special audits or consultations, outside of the scope of the original

approved internal audit plan, if approved by the Board. 6) Periodically take part in a comprehensive external peer review. 7) Participate in regularly scheduled weekly meetings of the Executive

Leadership Team (ELT) and assist TWIA management in identifying emerging risks and evaluating internal controls.

The auditor will be required to make working papers available to the Association

and may be required to allow the Texas State Auditor the opportunity to review

the audit work and work products.

2.2.2. Schedule For purposes of responding to this RFP, Respondent must provide a proposed

work plan and estimated timeline for each service listed under 2.2.1.

2.2.3. Confer with TWIA and the Board of Directors Contractor must be available to confer and to discuss by telephone or in person,

at the discretion of TWIA management and the Board of Directors, the status of

the audit work and other matters related to the Contractor’s agreement with

TWIA.

2.2.4. Other Goods and Services TWIA may request that Selected Contractor provide additional services

throughout the term of any resulting contract. A contract amendment will be

executed to reflect any additions or deletions of the services. Costs for any

additional services associated with other miscellaneous or special projects must

be negotiated by the parties.

2.3. Qualifications and Experience of Respondent

2.3.1. Selected Contractor must be an expert or qualified with significant experience to advise TWIA staff in all areas described above.

2.3.2. Selected Contractor must dedicate to any resulting contract a sufficient number of qualified employees to provide all services in the manner required by and within the time requirements of TWIA’s contract.


2.3.3. All auditors named to provide services as part of any resulting contract with TWIA must possess the designation of a Certified Public Accountant (CPA) or Certified Internal Auditor (CIA), or be directly overseen by a CPA or CIA.

2.3.4. TWIA requires all lead and senior auditors to have a minimum three (3) years of experience in internal audit. Audit assistants may be used in conjunction with senior staff accountants to the extent that Respondent provides a detailed description of how the Respondent will oversee and guarantee the quality of work performed by audit assistants.

2.3.5. Further, Respondent must demonstrate that experienced senior staff accountants will provide at minimum fifty percent (50%) of the staff time dedicated to this project. There should be minimal use of accounting students and assistants.

2.4. Additional Requirements

2.4.1. Conflicts of Interest TWIA wishes to minimize the potential for conflict of interest. Respondents must

submit a complete list of insurers or other business entities for which the auditor

or accounting firm performs or reasonably expects to perform services.

Employment by such entities will not disqualify a Respondent from consideration.

Respondents must include a description of efforts the Respondent will undertake

to minimize or eliminate potential conflict of interest.

2.4.2. Standards of Performance Respondent must meet and comply with the Standards of Performance described in this RFP, including all requirements of any resulting contract and all laws, regulations, standards, and other requirements applicable to conform to the standards of the accounting profession as contained in the Code of Professional Conduct and pronouncements of the American Institute of Certified Public Accountants, and the Rules of Professional Conduct of the Texas Board of Public Accountancy.

2.4.3. Quality Assurance Respondent must agree to conduct a quality assurance review of all work

performed. Respondent must provide a copy of their most recent peer review

report. TWIA will report any substandard work by Respondent to the appropriate

licensing or governing board.


2.4.4. Unsatisfactory Performance Respondent understands that all of its employees who provide work for TWIA are

subject to removal from any awarded contract if not performing satisfactorily.

TWIA shall notify the Respondent in writing of unsatisfactory performance and

removal from TWIA’s contract for any affected Employee. The Respondent must

remove the affected employee within 24 hours of TWIA’s notice for removal. This

right of removal is in addition to TWIA's rights to terminate Respondent's contract

under the terms and conditions of this RFP.

2.4.5. Reporting Responsibilities Respondent must provide all status and progress reports, oral and written, as

directed by TWIA and as otherwise required by this RFP. Written reports on

specific topics will be required according to a schedule and deadlines mutually

agreed upon by TWIA and Selected Contractor.

2.4.6. Requests for Services Requests for services placed by TWIA employees will not be honored by TWIA

unless the request has been approved by the TWIA Contact Person or his or her

delegate for this specific purpose. The designated TWIA Contact Person or his or

her delegate may be changed by written correspondence from TWIA to

Respondent.

2.5. Proprietary Interests

All work-papers, data, materials, testimony, information, and reports developed by Respondent will

remain the property of Respondent. Respondent will make working papers available to State

insurance regulators pursuant to authority given them by law or regulation. Access to the requested

working papers will be provided to the State insurance regulators pursuant to a request under

Chapter 401 of the Texas Insurance Code.

3. Additional Terms and Conditions

3.1. Open Records; Reissuance

All RFP responses become the property of TWIA and may be subject to release to any requester

under the provisions of the Texas Public Information Act, Chapter 552 of the Texas Government


Code, and Attorney General Opinions issued under that statute. TWIA may reissue another RFP for

the services as described in this RFP or similar services at any time.

3.2. Pricing

All pricing must be submitted in accordance with the Mandatory Pricing Form, section 4.2.14,

included in Section 4 of this RFP and must comply with these requirements. Responses subject to

unlimited price increases will not be considered. Responses subject to percentage price increases

will not be considered, except as stated in Section 4 of this RFP.

3.3. Additional Specifications

Respondents guarantee and warrant that their RFP responses will meet or exceed all specifications

of this RFP. No substitutions or cancellations are permitted without prior written approval of TWIA.

TWIA will not be bound by any oral statements or representations contrary to the written

specifications of this RFP.

3.4. Attachments

TWIA will not consider any terms and conditions or other documents attached to a response as part

of the RFP Response unless the Respondent specifically and prominently refers to each of them on

page 1 of the RFP Response. TWIA reserves the right, in its sole discretion, to reject any Respondent

terms and conditions or other documents or attachments as part of Respondent's RFP Response.

3.5. Unacceptable Terms in Respondent’s Response

Respondent’s Response to this RFP, including any attachments thereto, will be incorporated as part

of any executed contract to the extent the response does not conflict with this RFP. Any terms

submitted by Respondent, which conflict with or are in violation of Texas law, are void regardless of

whether TWIA accepts such terms or is deemed to have accepted such terms.

Unacceptable terms and conditions included in a Respondent’s RFP response may result in

disqualification of the response. If an award is made to such a Respondent, such terms and

conditions are void and will not be part of any resulting contract between Respondent and TWIA.

3.6. Incorporation of Entire RFP

This RFP will become part of the terms and conditions of all responses and any contract awarded as

a result of this RFP. Any exception to the requirements of this RFP must be specifically noted in

writing and explained by Respondent in its RFP response as a condition to becoming part of any


subsequent contract. Any exceptions must be expressly agreed to by TWIA in writing and by

reference to the particular section of this RFP for which an exception is acceptable. Notwithstanding

any other agreement or provision of this RFP to the contrary, any exceptions are subject to the

limitations described in this RFP.

3.7. Agreement between TWIA & Respondent

If TWIA makes a contract award as a result of the issuance of this RFP, the entire agreement

between TWIA and Respondent will consist of the contract executed by TWIA and Respondent. This

RFP and Respondent's response, subject to the limitations described in this RFP, will be incorporated

as part of the executed contract.

3.8. Conflicting Provisions

Unless expressly authorized by the executed contract by reference to this section, in the event of

conflicting terms or provisions between this RFP, the contract, and Respondent’s response, this RFP

and the executed contract will control.

3.9. Warranties

Notwithstanding any disclaimers in any RFP response or other Respondent document and

notwithstanding any other provision of this RFP or the contract to the contrary, Respondent

warrants and guarantees that all services shall meet all specifications of the executed contract,

including but not limited to this RFP.

3.10. Limitation on Authority; No Other Obligations

Respondent will have no authority to act for or on behalf of TWIA except as expressly provided for in

any awarded contract; no other authority, power, or use is granted or implied. Respondent may not

incur any debt, obligation, expenses, or liability of any kind on behalf of TWIA.

3.11. No Other Benefits

Respondent has no exclusive rights or benefits other than those set forth herein.

3.12. Assignment

Respondent may not assign this RFP and any resulting contract, in whole or in part, and may not

assign any right or duty required under the RFP or awarded contract without the prior written

consent of TWIA. Respondent will have no right to transfer, assign, or pledge as security for a debt


all or any part of Respondent’s interest in any resulting contract without the prior written consent of

TWIA. Any attempted assignment in violation of this section shall be void and without effect.

3.13. No Waiver

No provision of this RFP and/or contract will constitute or be construed as a waiver of any of the

privileges, rights, defenses, remedies, or immunities available to TWIA or otherwise available to

TWIA. The failure to enforce or any delay in the enforcement of any privileges, rights, defenses,

remedies, or immunities detailed in the contract or otherwise available to TWIA by law will not

constitute a waiver of any privileges, rights, defenses, remedies, or immunities or be considered as a

basis for estoppel.

3.14. Confidentiality of Information

Respondent will not disclose to anyone, directly or indirectly, any work-papers, data, databases,

materials, information, or reports in any form that are designated as confidential or that are or

could be construed as confidential or subject to restrictions on disclosure under applicable law

(“Confidential Information”) and received from TWIA or such Confidential Information to which

Respondent has access as a result of or in the course of performing services under this contract

without the prior written consent of TWIA. This confidentiality provision does not apply to

information required to be disclosed by law, legal process, and applicable professional standards or

to information disclosed in connection with litigation relating to the contract or Respondent’s

performance. Each party will protect the confidentiality of the Confidential Information in the same

manner that it protects the confidentiality of its own proprietary and confidential information of like

kind. Nothing in this RFP and any resulting contract shall prohibit or limit either party’s use or

disclosure of information (including, but not limited to, ideas, concepts, know-how, techniques, and

methodologies) (i) previously known to it without obligation of confidence, (ii) independently

developed by it, (iii) acquired by it from a third party which is not, to its knowledge, under an

obligation of confidence with respect to such information, or (iv) which is or becomes publicly

available through no breach of the contract. In the event either party receives a subpoena or other

validly issued administrative or judicial process requesting Confidential Information, it shall provide

prompt notice to the other of such receipt. The party receiving the subpoena shall thereafter be

entitled to comply with such subpoena or other process to the extent permitted by law, provided,

however, that the Respondent is acting as TWIA’s agent in providing services under the contract and

will defer to TWIA’s decision as to compliance with and other matters related to such subpoena or

other process. Notwithstanding any provision herein to the contrary, the parties hereby

acknowledge and agree that TWIA is subject to the Texas Public Information Act, Tex. Gov’t 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.

3.15 Proof of Insurance

Contractor will be required to provide proof of professional liability insurance covering errors and

omissions upon entering into a contract with TWIA within 48 hours of the effective date of such

contract.

4. Proposal/Response Format

4.1. Respondent Documents

All Respondent’s documents that are related to the requested services, this RFP, the Bid Responses,

or the contract, if any, are collectively referred to in this RFP as “Respondent Documents.”

Responses must include copies of all Respondent documents. TWIA reserves the right to reject all

Respondent documents that are not included or submitted with RFP Responses. Respondent

documents that are not submitted with Respondent’s RFP response will not be accepted or

considered part of the response or any resulting contract.

4.2. Mandatory Response Requirements

The RFP response/proposal must be responsive to all requirements set forth in this RFP and

prepared according to the format described in this RFP.

4.2.1. Proposal Format All proposals submitted must be bound, organized, and arranged to correspond

directly with the numbered sections of this RFP. All pages must be numbered.

Failure to arrange the proposal in the manner set forth in this RFP may result in

disqualification. Proposals must be concise and clear. In responding, the

Respondent shall provide all information that the Respondent believes would be

helpful to TWIA in establishing its ability to perform the services described in this

RFP and to comply with the requirements of this RFP and any resulting contract.

4.2.2. Signature All Responses must be legible. The person signing any response must show title or

authority to bind his or her firm in a contract.


4.2.3. Sealed Envelope or Email All mailed proposals must be submitted in a sealed envelope and include a label

which reads: “PROPOSAL RESPONSE FOR INTERNAL AUDIT SERVICES-- RFP NO.

0001-Internal Audit Svcs. TO BE OPENED ONLY BY TWIA.”

Mailed responses must include original response (with original signature) and five

(5) copies.

Emailed responses must be sent to [email protected] with the following subject

line: “PROPOSAL RESPONSE FOR INTERNAL AUDIT SERVICES-- RFP -Internal Audit

Svcs. TO BE OPENED ONLY BY TWIA.” Emailed responses require an electronic

signature which will be considered an original signature.

4.2.4. Transmittal Letter The first page of the proposal must be a Letter of Transmittal that includes the

information specified below.

4.2.4.1. A commitment by the Respondent to provide the services required by TWIA in this RFP.

4.2.4.2. A statement that the proposal is valid for 90 calendar days from the day after the date that the proposals are delivered to TWIA. Any proposal containing a term of less than 90 calendar days for acceptance will be rejected by TWIA as non-responsive.

4.2.4.3. A dated signature of a person(s) legally authorized to bind the Respondent to the terms and conditions contained in this RFP and to comply with the information and representations submitted in the proposal. The proposal must state that the signatory is authorized to bind the Respondent to the terms and conditions set forth in this RFP. Proposals submitted without the required signature will be disqualified.

4.2.4.4. A statement certifying to the completeness, veracity, and accuracy of the information provided in the proposal.

By submitting a signed proposal, Respondent agrees that it fully

understands this RFP and shall abide by the terms and conditions

contained in it. Any exception to the requirements of this RFP must be


specifically noted in writing and explained by Respondent in its RFP

response as a condition to becoming part of any subsequent contract.

4.2.5. Respondent’s Identifying Information The Respondent must provide the information specified below in the section of its

response titled Respondent’s Identifying Information.

(a) Names, address, telephone, and fax numbers of the entity submitting the proposal.

(b) Type of business entity (i.e., corporation, partnership, trust, association, subsidiary).

(c) The place of incorporation, if applicable. (d) The location(s) of all the major offices, locations, and other facilities that

relate to the Respondent’s performance under the terms of this RFP. (e) An organizational chart of the Respondent. Include all parent, subsidiary, and

affiliate companies and explain their relationship to the Respondent. (f) The Respondent’s Federal employer identification number. (g) Name of contact person for Respondent and title. (h) Length of time in business. (i) State whether or not Respondent is or has ever been involved in litigation

against TWIA, and indicate whether or not Respondent has had a claim or lawsuit, as they pertain to internal audit services, filed against it within the last five (5) years.

4.2.6. Executive Summary Each Respondent must provide an executive summary of the response, excluding

cost information that asserts that the Respondent is providing, in its response, all

of the goods and/or services that meet the requirements of this RFP. If

Respondent is providing services beyond those specifically requested, those

services must be identified. If Respondent is offering services that do not meet the

specific requirements of this RFP, but in the opinion of the Respondent are

equivalent or superior to those specifically requested, any such differences must

be noted in the Executive Summary. Each Respondent should realize, however,

that failure to provide the services specifically required may result in

disqualification. The Executive Summary must not exceed three pages and should

represent a full and concise summary of the contents of the proposal.


4.2.7. Understanding of Services to be Performed

4.2.7.1. Respondent must demonstrate its understanding of the services set forth in this RFP. The Respondent must provide detailed information specifically addressing Part 2 of the RFP.

4.2.7.2. Respondent may propose any additional services that it believes should be included as part of any resulting contract if, in its judgment, their inclusion is necessary to the accomplishment of project objectives or would increase the value of the outcome of the project to TWIA.

4.2.8. Qualifications

4.2.8.1. Respondent must specifically detail the names, qualifications, education, training, experience, and certifications of any Employee who will or may provide services under any contract resulting from this RFP. Respondent must represent and warrant that each Employee, including replacement Employees, if any, will possess the qualifications, education, training, experience, and certifications necessary to perform the services under the contract in the manner required by this RFP.

4.2.8.2. Respondent must indicate experience with internal audits for projects similar in scope and complexity to that described in this RFP, and provide examples of Respondent's work for such projects, including such experience in Texas. Respondent must provide specific examples of the experience. In addition, Respondent must list experience in working with government and/or regulatory entities.

4.2.8.3. Respondent must include résumés for all individuals to be assigned to this project that includes at a minimum: title, educational background, licenses, relevant experience, and length of service with Respondent firm and professional accreditations/certifications.

4.2.9. Insurance and Other Security The Respondent represents and warrants that it will obtain and maintain for the

term of any resulting contract all insurance coverage required to ensure proper

fulfillment of the contract and its liabilities therein including, but not limited to,

professional liability insurance as described in Section 3 of this RFP. The

Respondent shall furnish proof of insurance with 48 hours of entering a contract

with TWIA.


4.2.10. Cancellations and Legal Actions Respondents must provide a list of all contracts that Respondent executed or

accepted for internal audit services within the last five (5) years and that were

canceled by any state agency or other entity prior to completion.

Respondent must identify any pending or completed legal actions against

Respondent during the past five (5) years related to services performed.

Respondent must also state whether during the last five (5) years the Respondent

has been assessed any penalties or liquidated damages under any existing or past

contract with any governmental entity.

4.2.11. Financial Soundness Respondent must provide evidence of financial responsibility and stability for

performance of the services for which a proposal is submitted. In addition, the

Respondent must disclose the source of any outside financial resources that will

be utilized by the Respondent to enable it to perform any contract awarded

pursuant to this RFP.

TWIA reserves the right to require any additional information necessary to

determine the financial integrity and responsibility of a Respondent and to reject

a response on the grounds of the Respondent’s financial soundness.

4.2.12. Changes in Ownership Conditions The proposal must include a certification to notify TWIA of a change in ownership.

If a Respondent experiences a substantial change in its ownership during the

period prior to the award of any contract pursuant to the RFP, or if the Selected

Contractor experiences a substantial change in its ownership during the term of

the contract or any extension, TWIA must be notified of the change in writing at

the time the change occurs or is identified. Failure to notify TWIA of such

substantial change in ownership during the term of the contract or any extension

thereof will be sufficient grounds for rejecting the proposal or terminating any

contract.

4.2.13. Other Information Respondents may include any information that Respondent considers relevant but

not solicited in this RFP.


4.2.14. Mandatory Pricing Form Respondents must provide pricing as listed below for the services described in this

RFP (see Appendix D).

4.2.14.1. Hourly Rates for Other Professional Accounting Services Respondent must bid firm fixed hourly rates for the individual who

will provide services under any contract resulting from this RFP. If

more than one individual will provide services under the contract,

firm fixed hourly rates must be bid for each individual. The hourly

rates must include all costs of providing all services described in this

RFP; the hourly rates must be applicable to the entire contract period

of any resulting contract and any renewal periods.


Appendix A

Conflicts of Interest

Please 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;

(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

Degree

Second

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 Cousin Children 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 Sister

Children of First

Cousin

Grand Nephew or

Niece

(& Spouse)

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 1

Disclosure 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: