DSHA Legal Services 1

DELAWARE STATE HOUSING AUTHORITY
REQUEST FOR PROPOSALS ("RFP")
Legal Services - 2026
Issued by: Delaware State Housing Authority ("DSHA")
RFP Proposed Release Date: July 10, 2026
Proposal Due Date: July 24, 2026, by 5:00 p.m. (ET)
Anticipated Contract Award(s): July 29, 2026
Anticipated Contract Start Date: August 1, 2026
I. RFP OVERVIEW
Introduction
The Delaware State Housing Authority ("DSHA") is soliciting proposals from qualified law
firms with extensive experience in affordable housing, public finance, real estate transactions,
and federal and state housing programs to provide legal services in the following Contract
Categories:
1. Housing Development/Production Counsel;
2. Public Housing Authority/Housing Management Counsel; and/or
3. Outside General Counsel.
This Request for Proposals ("RFP") is intended to result in the award of one or more professional
services contracts to law firms demonstrating superior expertise, capacity, and value to support
DSHA's mission. This RFP will be publicly released on June 29, 2026.
Firms may submit a proposal for one or more of the Contract Categories. DSHA reserves the
right to award multiple contracts within any category if determined to be in DSHA's best interest.
Note: This RFP does not solicit proposals for Finance/Bond Counsel services.
II. AGENCY OVERVIEW
Delaware State Housing Authority is a public corporation of the state within the executive branch
of the State of Delaware. DSHA serves as:
* The State's Housing Finance Agency (HFA);
* A Public Housing Authority (PHA);
* A Community Development and Planning Agency;

* The States of Delaware's De Facto Department of Housing.
DSHA has statutory authority to:
* Make loans and grants to for-profit and nonprofit housing sponsors;
* Provide financing to mortgage lenders for the purpose of originating residential mortgage
loans;
* Apply for and administer federal and other public funding;
* Issue bonds, notes, and other debt instruments.
As a Public Housing Authority, DSHA receives funding from the U.S. Department of Housing
and Urban Development ("HUD") to own and operate public housing in Kent and Sussex
Counties. DSHA also administers federal entitlement funds and state housing initiatives that
support affordable housing development, preservation, and homeownership statewide.
DSHA also receives State of Delaware funding through the General Assembly through the state
budget appropriation and bond bill process.
III. CONTRACT CATEGORIES
Offerors responding to this RFP must clearly identify the Contract Category or Categories for
which they are applying by including the following statement on the cover page of the proposal:
Offeror wishes to be considered for award of a contract in the following Contract
Categories:
Housing Development/Production Counsel
Housing Management Counsel
Outside General Counsel
Please note an Offeror shall submit only one consolidated proposal, clearly identifying all
categories sought.
IV. RFP TIMELINE (2026)
* Release of RFP: July 10, 2026
* Deadline for Written Questions: July 15, 2026, by 5:00 p.m. (ET)
* Deadline for DSHA response to Written Questions: July 17, 2026, by 5:00 p.m. (ET)
* Proposal Submission Deadline: July 24, 2026, by 5:00 p.m. (ET)
* Anticipated Interviews (if required): early July 2026

* Anticipated Contract Award(s): end of July 2026
* Anticipated Contract Execution: end of July 2026
Please note, DSHA reserves the right to amend this schedule at its sole discretion.
V. SCOPE OF WORK & DELIVERABLES
A. HOUSING DEVELOPMENT/PRODUCTION COUNSEL
Section Overview
The Production Department oversees the production and preservation of affordable rental and
for-sale housing through acquisition, new construction, rehabilitation, adaptive reuse, and
permanent financing.
Production administers a wide range of federal and state programs, including but not limited to:
Federally Funded Programs
* Low-Income Housing Tax Credit (LIHTC) Program - The primary source of
affordable rental housing development capital in Delaware.
* 4% LIHTC Multi-Family Mortgage Revenue Bond Program - Combines tax-exempt
bond financing with 4% LIHTCs.
* Community Development Block Grant (CDBG) - Federal entitlement funding
administered in Kent and Sussex Counties.
* HOME Investment Partnerships Program (HOME) - Gap financing for affordable
housing development.
* Programs funded under the American Rescue Plan Act (ARPA), including State and
Local Fiscal Recovery Fund (SLFRF) initiatives such as the Catalyst Fund, Accelerator
Fund, and Preservation Fund.
State-Funded Programs
* Housing Development Fund (HDF)
* Downtown Development Districts (DDD) Rebate Program
* Neighborhood Assistance Act (NAA)
* Strong Neighborhoods Housing Fund (SNHF)
* Affordable Rental Housing Program (ARHP)
* Homeownership Assistance Program

These programs involve complex capital stacks, multi-layered regulatory requirements, public-
private partnerships, and coordination with investors, lenders, syndicators, and governmental
agencies.
Scope of Services - Housing Development/Production Counsel
The selected firm(s) will:
* Conduct and manage real estate closings, demonstrating capacity to complete a
minimum of fifteen (15) multifamily closings annually, including:
LIHTC new construction and preservation transactions
o
4% bond transactions
o
Resyndications
o
Loan-only closings
o
Transfers of borrower interests
o
* Draft, review, and negotiate loan agreements, mortgages, regulatory agreements, security
instruments, and related documents.
* Provide legal guidance regarding compliance with federal housing statutes, IRS
regulations related to LIHTC, HUD requirements, and state program rules.
* Advise on structuring complex financing arrangements, including layered subsidies.
* Support underwriting and closing processes, including due diligence review.
* Provide legal memoranda and risk analyses as requested.
* Represent DSHA in negotiations with developers, investors, and public entities.
* Perform additional related tasks as assigned.
B. PUBLIC HOUSING AUTHORITY/HOUSING MANAGEMENT COUNSEL
Section Overview
DSHA's Public Housing Authority oversees our public housing portfolio in Kent and Sussex
Counties and administers rental assistance programs, including:
* Housing Choice Voucher (HCV) Program
* Public Housing

* Rental Assistance Demonstration (RAD) conversions
* Moving to Work (MTW) initiatives
* State Rental Assistance Program (SRAP)
These programs require strict compliance with HUD regulations, federal statutes, fair housing
laws, and state landlord-tenant laws.
Scope of Services - Public Housing Authority/Housing Management Counsel
The selected firm will:
* Represent DSHA in landlord/tenant litigation and administrative proceedings.
* Advise on compliance with HUD regulations and Public Housing Authority
requirements.
* Provide legal support related to RAD repositioning transactions.
* Counsel DSHA on fair housing matters, including compliance with the Fair Housing Act
and related civil rights laws.
* Draft and review housing assistance payment contracts and regulatory agreements.
* Provide legal opinions, risk assessments, and litigation strategy.
* Perform other related tasks as assigned.
C. Outside General Counsel
Section Overview
The Outside General Counsel Contract Category is intended to support the legal needs of
DSHA's remaining sections: Administration, Public Relations, and Policy & Planning.
Scope of Services - Outside General Counsel
Administration
The Administration Section oversees DSHA's core operations, including human resources, IT
and data processing, procurement, finance, and accounting. It also serves as the primary point of
contact for investor relations related to existing bond issues. The selected Offeror should be
familiar with DSHA's financial statements, audits, and operational procedures, and demonstrate
the ability to provide services within this framework.

Public Relations
The Public Relations Section acts as the liaison to media, constituents, and the broader
community. It is responsible for marketing and communications campaigns, as well as
coordinating and participating in events. Legal matters in this area most commonly involve
Freedom of Information Act (FOIA) requests and constituent-related issues.
Policy & Planning
The Policy & Planning Section tracks federal, state, and local legislation affecting the housing
industry. It also compiles housing data, conducts strategic planning and housing needs
assessments, research relevant housing issues, and assists with preparing reports required by
HUD and other government entities.
General Counsel Scope of Work
The Contractor will serve as Outside General Counsel for legal matters not covered under other
contract categories. Responsibilities may include:
* Advising on accounting and financial management matters
* Advising on employment and human resources issues
* Advising on IT and data security concerns
* Advising on procurement matters
* Advising on intergovernmental and intragovernmental relations
* Handling FOIA-related matters
* Addressing constituent-related legal issues
* Advising on business organization and entity management
* Providing litigation services
* Drafting agreements necessary for DSHA operations
* Preparing legal memoranda and opinions
* Performing other related tasks as assigned
VI. MINIMUM QUALIFICATIONS
Offerors must:
1. Have at least one attorney admitted to practice law in Delaware.
2. Maintain an office in the State of Delaware.

3. Maintain professional liability insurance of not less than $5,000,000 aggregate.
4. Comply with all applicable Public Ethics laws.
5. Demonstrate at least five (5) years of relevant experience in the Contract Category(ies)
for which the firm is applying.
VII. PROPOSAL REQUIREMENTS
Proposals must include:
* Firm overview and legal team qualifications
* Identification of Contract Category(ies) sought
* Demonstration of compliance with minimum qualifications
* Description of relevant Delaware experience
* Up to four representative transactions from the past five years
* Three professional references
* Conflict of interest disclosure
* Proof of Delaware business license
* Signed Statement of Commitment and Non-Collusion
VIII. CONTRACT PRICE & PAYMENT
Proposals must include:
* Hourly rates by staff classification
* Estimated total hours by task
* Maximum all-inclusive fee
* Flat fee proposals where applicable
Housing Development/Production proposals must include per-transaction pricing for:
* LIHTC Closing
* 4% Bond / LIHTC Closing
* Loan-only Closing
Housing Finance proposals must include:

* Per-transaction bond issuance fees
* Sliding scale fee schedules
* Disclosure document preparation fees
* Hourly rates for non-transactional services
Prices must remain firm for ninety (90) days from proposal opening.
IX. SUBMISSION OF PROPOSALS
Submit one (1) electronic copy and one (1) paper copy labeled:
"[Firm Name] - LEGAL RFP PROPOSAL - 2026"
Due: July 24, 2026, by 5:00 p.m. (ET)
Paper submissions to:
Bryce A. Gates, Esq.
General Counsel
Delaware State Housing Authority
18 The Green
Dover, DE 19901
Electronic submissions to:
bryce.gates@delaware.gov
imani.cox@delaware.gov
Please note, late proposals will not be accepted.
X. EVALUATION CRITERIA
Each Contract Category will be scored as follows:
Evaluation Criteria Weight
Capacity to Perform Work 35
Experience & Reputation 25
Approach & Understanding 20
V/M/WBE Participation 10

Evaluation Criteria Weight
Cost 10
Maximum Points 100
Please note, DSHA may award additional points for value-added services.
XI. SELECTION PROCEDURE
A selection committee comprised of DSHA leadership will evaluate proposals. Interviews may
be conducted at DSHA's discretion.
DSHA reserves the right to:
* Select one or multiple Offerors per category;
* Negotiate pricing and scope;
* Reject any or all proposals;
* Waive minor irregularities;
* Terminate negotiations at any time.
Contracts will require approval by the Director and General Counsel of the Delaware State
Housing Authority.
XII. GENERAL TERMS & CONDITIONS
* Equal Opportunity: All qualified firms will receive consideration without regard to
protected status.
* Debarment Certification required.
* Anti-Collusion certification required.
* DSHA may incorporate standard State of Delaware contract provisions.
END OF REQUEST FOR PROPOSALS - LEGAL SERVICES (2026)