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									                     Hidalgo County Regional Mobility Authority

                                     May 20, 2007

To Interested Parties:

The Hidalgo County Regional Mobility Authority (the “Authority”) is pleased to present
a Request for Competing Proposals and Qualifications (the “RFQ”) to teams interested in
submitting competing proposals and qualifications submittals (a “Response”) to plan and
develop the Authority’s Southern Loop Project (the “Project”, attached hereto as Exhibit
A) through the delivery mechanisms and financing tools available for such Project under
the Texas Transportation Code, Chapters 370 and 222 and Title 43, Texas Administrative

The Authority will make the RFQ available to any party at the following address:

                       Hidalgo County Regional Mobility Authority
                   c/o Lower Rio Grande Valley Development Council
                                   311 N. 15th Street
                              McAllen, Texas 78501-4705
                               Attention: Victor Morales

It will also be published on the following website:

The Authority looks forward to receiving and reviewing your Response.


                                            Dennis Burleson
                                            Chairman, Board of Directors
                                            Hidalgo County Regional Mobility Authority

                  REQUEST FOR

              TO PLAN AND DEVELOP

                ISSUED: May 20, 2007

                                 PART A
                       BACKGROUND AND INSTRUCTIONS

                                  I. INTRODUCTION

The Hidalgo County Regional Mobility Authority (the “Authority”), a regional mobility
authority created pursuant to Chapter 370, Texas Transportation Code, hereby requests
the sealed submittal of responses (each a “Response”) from entities (“Proposers”)
desiring to plan and develop all or portions of the Authority’s Southern Loop Project (the
“Project”, attached hereto as Exhibit A) pursuant to the delivery mechanisms and
financing tools available for such Project under the Texas Transportation Code (the
“Code”), Chapters 370 and 222, and Title 43, Texas Administrative Code (the “Rules”).

Selection of a winning Proposer(s) may occur in a two-step process, including written
responses to this RFQ and interviews of those Proposers included in a “short list” of
preferred candidates. The Authority is issuing this RFQ in accordance with the provisions
of Chapter 370 and 222 of the Code and Title 43 of the Rules and other applicable
provisions of law. Proposers short-listed in Response to this Request for Competing
Proposals and Qualifications (the “RFQ”) will be invited to present their qualifications and
proposals at an interview.

The Authority has provided a summary of the Project (the “Project Summary”), included in
Exhibit A attached hereto.



The Authority reserves the right to modify the procurement process in its sole discretion to
address applicable law, including changes to the law adopted during the 80th Legislative
Session, and/or the best interests of the Authority and Hidalgo County.

The Authority will evaluate the Responses it receives in response to this RFQ and will
establish, according to criteria generally outlined herein, a short list of Proposers.

If only one responsive Response is received, the Authority may either (a) proceed with the
procurement and pursue negotiations with the sole Proposer or (b) terminate this
procurement. Following the short listing of Proposers, the Authority will schedule
interviews and may solicit additional information and/or statements of intent from such
short-listed Proposers (collectively, the Response, the interview, and any additional
information required comprise the “Proposal”).

Following receipt and evaluation of Proposals, the Authority may select a Proposer for
negotiations, based on a determination of apparent best value, to finalize an agreement
based on the applicable delivery method(s). If negotiations are not successful with the
apparent best value Proposer, the Authority may negotiate with the next highest rated
Proposer. Alternatively, the Authority may terminate the procurement.

This Procurement Process may result in the negotiation of a project development
agreement, design-build agreement, other such agreement or combination of agreements
permitted under applicable State law. It is not anticipated that this procurement will result
in a private equity contribution toward the project. A response that incorporates a private
equity component will be deemed to be non-responsive to this RFQ and, rather, will be
considered an “unsolicited proposal” as provided for under Chapter 223 and 370 of the
Code and the Rules. Similarly, it is not anticipated that this procurement will result in only
the design component of the project. A response that only provides for the design
component of the project will be deemed non-responsive to the RFQ.

The Authority anticipates that the Environmental Assessment and Environmental Impact
Statement, if any, for the Project will be conducted under a separate procurement or in
partnership with a local political subdivision and may be conducted in phases. The
successful Proposer, if any, will be expected to insure that all “Environmental Permits,
Issues, and Commitments” (as defined in 43 Texas Administrative Code, Section 26.2) are
addressed in project design and construction.


The Authority anticipates carrying out the first phase of the procurement process
contemplated hereby in accordance with the following schedule:

       Issue Request for Qualifications                              May 20, 2007

       Pre-Bid Conference                                            May 30, 2007

       Deadline for questions regarding the RFQ                      June 06, 2007

       Response Due Date                                             July 06, 2007, 3:00 pm

       Selection of Short Listed Proposers                           July 12, 2007

This schedule is subject to modification at the sole discretion of the Authority. Any change
to this RFQ schedule will be posted as an addendum on the Website (defined below).

Interested parties should monitor the Website ( for the time and location of the
Pre-Bid conference.


In order to facilitate receipt, processing, and Response, Proposers must submit all questions
and requests for clarification in writing to Victor Morales as follows:

                                   Victor Morales
                     Lower Rio Grande Valley Development Council
                                  311 N. 15th Street
                             McAllen, Texas 78501-4705
                                phone: 956-682-3481

Proposers are responsible for ensuring that any written communications clearly indicate on
the first page or in the subject line, as applicable, that the material relates to the “HCRMA
RFQ”. The Authority will provide Responses to Proposer clarification requests within a
reasonable time following receipt, subject to published deadlines. The Authority will post
Responses to those questions of general application and requests for clarification which the
Authority deems to be material and not adequately addressed in previously provided
documents on the following website: (the “Website”)

The Authority reserves the right to revise this RFQ by issuing addenda to this RFQ at any
time before the Response due date. The Authority will post any addenda to this RFQ on
the Website.

Proposers are responsible for monitoring the Website identified above for information
concerning this procurement as teams responding to the this RFQ will be required to
acknowledge in the transmission letter that they have received and reviewed all materials
posted thereon.


Proposers are advised that assuming the Project and the Plan of Cost and Finance (if
applicable) will remain eligible for federal-aid funds, the procurement documents must
conform to the requirements of applicable federal law and FHWA regulations, including,
but not limited to Title VI of the Civil Rights Act of 1964, as amended, regarding Equal
Employment Opportunity (“EEO”) and Title 49, Code of Federal Regulations Part 26, as
amended, regarding Disadvantaged Business Enterprises (“DBEs”).


The Authority intends that DBEs will be used to plan, design, and construct the Project at
least to the extent required for contracts issued by the Texas Department of Transportation
(“TxDOT”), under Title 43 of the Rules, Section 9.50 et seq., and the Federal Highway
Administration (“FHWA”), under 49 Code of Federal Regulations Section 26.5.



The Authority expects Responses submitted in response to this RFQ to provide enough
information about the requested items to allow the Authority to evaluate and competitively
rank and short list the Proposers based on the criteria set forth herein. There is no page
requirement or limitation.


Each Proposer shall submit 10 copies of its Response. All packages constituting the
Response shall be labeled as follows:

                                   Response to the
               Request for Competing Proposals and Qualifications for the
                      Hidalgo County Regional Mobility Authority

Responses shall be delivered to:

                                   Victor Morales
                     Lower Rio Grande Valley Development Council
                                  311 N. 15th Street
                             McAllen, Texas 78501-4705

The Authority will not accept facsimile or other electronically submitted Responses.
Responses must be received by 3:00 pm on July 06, 2007. Responses received after that
date and time will be rejected and returned to the sender unopened.


Each Response must include an original, executed transmittal letter stating the following:

       (a)     The Proposer is capable of obtaining adequate payment and performance
               bonds from a surety rated in the top two categories by two nationally
               recognized rating agencies or at least an “A-” or better and “Class VIII” or
               better by A.M. Best and Company;

       (b)     The Proposer has not been disqualified, removed, debarred, or suspended
               from performing or bidding on work for the federal government, or any state
               or local government where such disqualification, removal, debarment, or
               suspension would preclude selection and award under the Texas Department
               of Transportation’s (“TxDOT’s”) Contractor Sanction Rules (43 Texas
               Administrative Code, Sections 9.100 et seq.);

    (c)    The Proposer has the resources and financial capability to carry out the
           Project responsibilities potentially allocated to it under the delivery
           mechanism(s) and scope of the Project included in its proposal; and

    (d)    The Proposer has received and reviewed all addenda to the RFQ posted on
           the Website as of the date of its Response.


    (a)    General Experience

           i. The Proposer’s General Experience should include:

                  a. An overview of Proposer and individual team members,
                     including respective qualifications and experience;

                  b. Proposer’s and individual team members’ experience with
                     comparable projects, including resumes for key personnel and
                     management staff;

                  c. With respect to each comparable project specifically identified
                     by the Proposer, the project name, owner’s name, address,
                     contact name and current email address and phone and fax
                     numbers, dates of work performed, project description,
                     description of work and percentage actually performed by
                     Proposer, and project outcome or current status;

                  d. A list and brief description of all instances during the last five
                     years involving transportation projects in which the Proposer (or
                     any other organization that is under common ownership with the
                     Proposer) was (i) determined, pursuant to a final determination in
                     a court of law, arbitration proceeding, or other dispute resolution
                     proceeding, to be liable for a material breach of contract or (ii)
                     terminated for cause. For each instance, identify an owner’s
                     representative with current phone and fax number and, if
                     available, email address; and

                  e. A list and brief description (including resolution) of each
                     arbitration, litigation, dispute review board, and other dispute
                     resolution proceeding occurring during the last five years
                     involving a Proposer (or any other organization that is under
                     common ownership with the Proposer) and involving an amount
                     in excess of $250,000, related to performance in transportation

           ii. The Proposer’s General Experience will be evaluated in accordance
               with the following criteria:

             a. The extent and depth of the Proposer’s and individual team
                members’ experience with comparable projects;

             b. The Proposer’s and its individual team members’ success in
                carrying out comparable projects and responsibilities,
                independently, with each other, and in combination with other
                firms; and

             c. The extent and depth of experience of the management team and
                key personnel assigned to the Project.

(b)   Project Plan

      i. The Proposer’s conceptual Project Plan should include:

             a. A description of the Proposer’s general approach to advancing
                Project planning and development, assignment of risk, the
                expected results from implementation of the Proposer’s plan and
                the critical factors for the Project’s success;

             b. A synopsis of the Proposer’s plan to engineer, design, and/or
                construct the improvements, including discussion of life cycle
                costs for alternatives, commitment of resources, and use of
                subcontractors and suppliers;

             c. Conceptual development and implementation schedule based
                upon current levels of information, including, as applicable, cost
                of finance, start of construction, substantial completion, revenue
                source, final acceptance, project phasing, and/or other major

             d. Approach of key Project functions, including safety, permit
                procurement, utility relocation and adjustment services,
                environmental protection, connecting facilities, ITS capabilities,
                and public relations;

             e. Description of key assumptions used in developing the
                conceptual Project Plan; and

             f. Materials, equipment, and qualified personnel resources
                available to the Proposer which it can and will commit to the
                planning and/or development of the Project.

      ii. The conceptual Project Plan will be evaluated in accordance with the
          following criteria.

             a. The extent to which the conceptual Project Plan is technically
                feasible, including a scheduling approach for project planning
                and/or development delineating any proposed phasing of the
                work and important milestone activities; and

             b. The extent to which the conceptual Project Plan demonstrates the
                Proposer’s understanding of the Project, the Authority’s needs,
                risk associated with the Project, and the commitment of
                materials, equipment, and qualified personnel resources
                necessary to develop the Project.

(c)   Conceptual Costs and Financing Plan

      i. The conceptual Costs should include:

             a. Cost estimates broken down, as applicable, into planning, design,
                construction, maintenance, major rehabilitation, and financing
                (using additional subcategories, such as utility adjustments,
                property relocation expenses, etc.), to the extent they are

             b. Explanation of the methodology used to estimate costs and
                revenues (if applicable) and all supporting assumptions;

             c. Identification of potential financing approaches the Proposer
                considers relevant to the Project, including a proposed financing
                strategy which presents the most efficient and effective way to
                finance the Project, including, if applicable, fee income related to
                the Project; and

             d. A discussion of the risk allocation related to the Project under the
                conceptual Costs and Financing plan, including the following
                categories of risk, as applicable: (i) revenues; (ii) financing; (iii)
                competing facilities; (iv) existing improvements; (v) third party
                construction; (vi) site conditions; (vii) hazardous materials; (viii)
                utility relocations; (ix) technology enhancements; (x) insurance;
                (xi) compensation events; and (xii) relief events.

      ii. The conceptual Costs and Financing plan will be evaluated in
          accordance with the following criteria, taking into account the level of
          currently available Project information, the wide variety of potential
          financial and funding solutions and options available for the Project, and
          the time period provided in this RFQ for submission of a Response, to

                      a. The reasonableness of any estimated revenues and/or other
                         funding sources and capital costs and the approach in developing
                         these estimates; and

                      b. The effectiveness and feasibility of the conceptual Costs and
                         Financing Plan including the use of various types of financing
                         through various available tools available under State and federal
                         law and the timing of proposed financing.


The Authority anticipates using a committee to review and evaluate the Response in
accordance with the above criteria and to make recommendations to the full Board of
Directors of the Authority (the “Board”) based on such analysis. At various times during
the deliberations, the Authority may issue requests for written clarification to respective
Proposers. The Authority will schedule interviews with the short-listed Proposers, for the
purpose of enhancing the Authority’s understanding of the Responses, obtaining
clarifications of the information and terms contained in the Responses, and, perhaps,
requesting additional information.

Evaluations and rankings of Responses are subject to the sole discretion of the Authority,
Authority staff, and such professional and other advisors as the Authority may designate.
The Authority will make the final determinations of the Proposers to be short-listed, as it
deems appropriate, in its sole discretion, and in the best interests of Hidalgo County.

Responses will be evaluated based on the following criteria:

       (a)     The conceptual Project Plan                                        35%

       (b)     The conceptual Costs and Financing Plan                            40%

       (c)     Experience of Proposer with similar projects                       25%


The Authority understands that as Proposers and the Authority continue their respective
and collective efforts to analyze and develop optimal development and financing plans for
the Project, it is likely that the conceptual Project Plans and the conceptual Costs and
Financing Plans proposed by the Proposers will change and evolve. The Authority wishes
to encourage such evolution and continued focus by Proposers. Accordingly, it is the
Authority’s intention to use the conceptual Project Plan and the conceptual Costs and
Financing Plan only for the purposes of evaluating the Responses. Proposers may modify,
alter, and enhance their respective Project Plan notions and the Cost and Financing plans in
conjunction with their Proposals, including changing, adding, and deleting conceptual

sources of revenue and cost estimates. Such changes should not cast doubt on the validity
of the plans and concepts presented in the Response and render the Response a
misrepresentation of the Proposer’s intentions and capabilities.



The following rules of contact shall apply during the procurement for the Project, which
began on the date of issuance of this RFQ and will be completed with the execution of a
project development agreement or other agreement the Authority and the selected Proposer
agree to. These rules are designed to promote a fair and unbiased procurement process.
Contact includes face-to-face, telephone, facsimile, electronic (e-mail), or formal written

The specific rules of contact are as follows:

       (a)     The Proposers shall correspond with the Authority regarding the RFQ only
               through the Authority’s and Proposer’s designated representatives;

       (b)     Commencing with the issuance of this RFQ and continuing until the earliest
               of (i) execution of a project development agreement(s) or other such
               agreement; (ii) rejection of all Proposals by the Authority; or (iii)
               cancellation of the procurement, no Proposer or representative thereof shall
               have any ex parte communications regarding the RFQ, the Proposal, or the
               procurement described herein with any member of the Board or Authority
               staff, advisors, contractors, or consultants involved with the procurement,
               including attorneys and financial advisory, except for communications
               expressly permitted herein. This restriction shall not preclude or restrict
               communications with regard to matters unrelated to this RFQ or the
               procurement or from participating in public meetings of the Authority or any
               public or Proposer workshop related to this RFQ. Any Proposer engaging in
               such prohibited communications may be disqualified at the sole discretion
               of the Authority.


Subject to Chapter 552 of the Texas Government Code (the “Public Information Act”) and
the terms of this RFQ, Responses will not be publicly opened or evaluated.

All written correspondence, exhibits, reports, printed material, photographs, tapes,
electronic discs, and other graphic and visual aids submitted to the Authority during this
procurement process, including as part of the Response to this RFQ, become the property

of the Authority and will not be returned to the submitting parties. Except as otherwise
provided by law, Responses are subject to the Public Information Act.

                       V.    AUTHORITY RESERVED RIGHTS

In connection with this procurement, the Authority reserves to itself all rights (which rights
shall be exercisable by the Authority in its sole discretion) available to it under the Code,
the Rules, and applicable law, including without limitation, with or without cause and with
or without notice, the right to:

               a.      Develop the Project in any manner that it, in its sole discretion,
                       deems necessary;
               b.      Cancel this RFQ in whole or in part at any time prior to the
                       execution by the Authority of a project development agreement(s) or
                       other such agreement, without incurring any cost obligations or
               c.      Issue a new request for qualifications after withdrawal of this RFQ;
               d.      Reject any and all submittals, Responses, and Proposals received at
                       any time;
               e.      Modify all dates set or projected in this RFQ;
               f.      Terminate evaluations of Responses received at any time;
               g.      Suspend and terminate negotiations at any time, elect not to
                       commence negotiations with any responding Proposer, and engage in
                       negotiations with other than the highest ranking Proposer;
               h.      Issue addenda, supplements, and modifications to this RFQ;
               i.      Appoint evaluation committees to review Responses, make
                       recommendations to the Board, and seek the assistance of outside
                       technical experts and consultants in Response evaluation;
               j.      Require confirmation of information furnished by a Proposer, require
                       additional information from a Proposer concerning its Response, and
                       require additional evidence of qualifications to perform the work
                       described in this RFQ;
               k.      Seek or obtain data from any source that has the potential to improve
                       the understanding and evaluation of the Response to this RFQ;
               l.      Add or delete Proposer responsibilities from the information
                       contained in this RFQ;
               m.      Negotiate with a Proposer without being bound by any provision in
                       its proposal; and
               n.      Waive deficiencies in a Response, accept and review a non-
                       conforming Response, or permit clarifications or supplements to a

This RFQ does not commit the Authority to enter into a contract or proceed with the
procurement described herein.

                                  EXHIBIT A
                         DESCRIPTION OF THE PROJECT

The Southern Loop Project is the south most segment of the Hidalgo County Loop. The
limits are from approximately Military Highway and US 83 in Penitas, Texas to
approximately FM 1015 and US 83 in Weslaco, Texas. The project should also consist of
a north/south, limited access facility connecting Military Highway to US 83; the facility
should be located in the area between Salinas and I Roads. The Hidalgo County
Metropolitan Planning Organization has identified an estimate of $27,000,000 for the
north/south segment of the project. No substantive environmental work has been done on
this Southern Loop Project.
This procurement process exempts current TxDOT projects along US 281.


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