Housing Repair and Maintenance Letter Agreement dated June 29, 2023

Exhibit 10.2

HOUSING REPAIR AND MAINTENANCE LETTER AGREEMENT

Dear Assistant Commissioner:

Renaissance Equity Holdings LLC A (“A Owner”), Renaissance Equity Holdings LLC B (“B Owner”), Renaissance Equity Holdings LLC C (“C Owner”), Renaissance Equity Holdings LLC D (“D Owner”), Renaissance Equity Holdings LLC E (“E Owner”), Renaissance Equity Holdings LLC F (“F Owner”), Renaissance Equity Holdings G (“G Owner”, and together with A Owner, B Owner, C Owner, D Owner, E, Owner and F Owner, “Beneficial Owner”), and Flatbush Gardens Housing Development Fund Corporation (“Legal Owner” and, together with Beneficial Owner, “Owner”) deliver this letter agreement in connection with that certain Affordable Housing Regulatory Agreement (“Regulatory Agreement”), dated as of the date hereof, between the Owner and the City of New York, acting by and through its Department of Housing Preservation and Development (“HPD”), encumbering the Property described above. Capitalized terms not otherwise defined in this letter shall have the meanings ascribed to such terms in the Regulatory Agreement.

Pursuant to the Regulatory Agreement, Owner has agreed to perform certain rehabilitation work required by HPD. The purpose of this letter is to further describe such rehabilitation work.

Owner, at its sole cost and expense, agrees to perform the work described in (i) Exhibit B annexed hereto and made a part hereof (the “Critical Repair Work”), (ii) Exhibit C annexed hereto and made a part hereof (the “Short-Term Repair Work”), and (iii) Exhibit D annexed hereto and made a part hereof (the “Aging in Place Work”) (Critical Repair Work, Short-Term Repair Work, and Aging in Place Work, collectively, the “Work”) in good workmanlike manner, using high-quality materials, in compliance in all material respects with all requirements of all governmental authorities having jurisdiction, and in accordance with the Regulatory Agreement.

Owner shall cause the removal of all municipal violations of record against the Property (except those consented to by HPD) by the performance of all necessary work to cure said violations, including any and all violations of record against the Property as noted in the title report MTANY-188385-01 by Madison Title Agency, as agent for Stewart Title Insurance Company dated as of April 18, 2023, and shall pay all fines and charges in connection therewith. Upon request, Owner shall provide HPD with evidence satisfactory to HPD that the Project is free and clear of all municipal violations.

Owner shall not use funds in any reserve account for the Project or the proceeds of any loans from HPD or HDC to fund any of the rehabilitation work described in this letter or to pay any municipal fines or charges levied in connection with the Project unless otherwise agreed to in writing by HPD.

Upon completion of the Work, Owner shall submit to HPD for review and approval a Completion Affidavit in the form attached hereto as Exhibit E, and any other such notarized statements and / or documentation requested by HPD, verifying that such work has been completed and the location and quantity of such completed work. Such statement shall be signed by Owner, and, HPD will also require Owner to obtain notarized certification by an architect, engineer, or other technical service provider verifying that such work has been completed. Both the Completion Affidavit and the notarized certification from the provider must be submitted to HPD. Owner shall also submit copies of paid receipts and invoices for all materials, equipment, and labor required to complete the Work, and any other documentation required by HPD.

Within ninety (90) days of the date hereof, Owner, in coordination with an architect, engineer, or other technical service provider shall provide to HPD a relevant construction schedule that details the phasing schedule of the scope items in Exhibit B. Within one-hundred twenty (120) days of the date hereof, Owner, in coordination with an architect, engineer, or other technical service provider shall provide to HPD a relevant construction schedule that details the phasing schedule of the scope items in Exhibit C.

Owner shall notify HPD in writing if any tenant refuses access to Owner, its agents, or its contractors, and prevents Owner from completing the rehabilitation work described in this letter within the required timeframe. Such notice shall identify the specific work that cannot be completed and the reasons therefor. HPD may waive the required work described in such notice and / or extend the time for completion of such work. HPD may also require Owner to enter into a completion agreement satisfactory to HPD to ensure compliance as promptly as possible if HPD determines, in its sole and absolute discretion, that the work specified (i) will be funded directly or indirectly by financial assistance provided by HPD, or (ii) is required by law. In connection with any such completion agreement, HPD may require: (i) Owner to record the completion agreement as a restrictive covenant against the Property; (ii) additional security for Owner’s obligation to complete the required work, including, but not limited to, an escrow of funds and an indemnity agreement from Owner’s principals; and (iii) that Owner prepare the plans and specifications for the required work and obtain HPD’s prior written consent for such plans.

Owner understands and agrees that: (i) any waiver or extension must be in writing and signed by HPD; (ii) no waiver or extension granted by HPD shall apply to any matter other than the rehabilitation work specified in such writing; and (iii) no action or inaction by HPD at any time will be construed as a waiver of, or preclude the enforcement of, any rights or remedies of HPD under the Regulatory Agreement, any other document related to the Project, applicable law, or any other source of authority. No waiver or extension granted by HPD shall be construed as a representation by HPD that the Project will be in compliance with applicable law if the subject work is not completed. The Owner is solely responsible for any violations of law resulting from the failure to perform and complete such work, including, but not limited to, any violation of Section 504 of the Rehabilitation Act (29 USC § 794), the implementing regulations at 24 CFR part 8, and any laws requiring the provision of reasonable accommodations for individuals with disabilities.

Owner understands and agrees that HPD, its officials and employees, and each of their successors and assigns, are relying on the truthfulness and veracity of the representations and statements contained in this letter – which may be a copy – as an inducement to HPD’s agreement to assist the Project and sign the Regulatory Agreement.

Owner shall take affirmative action to assure the proper utilization of minority as well as non-minority workers, contractors, and subcontractors in connection with the Work. Owner shall not discriminate in hiring workers, nor shall it employ any contractor or subcontractors who shall discriminate in hiring workers, nor shall it employ any contractor or subcontractors who shall discriminate in hiring workers because of age, sex, age, color, creed, or national origin, in connection with the Work.

In any action or proceeding commenced by HPD against Owner arising out of or in connection with Owner’s breach or violation of this Agreement, Owner hereby consents that service of process upon Owner may be made by regular mail and that such service shall constitute personal service upon Owner.

The Agreement shall bind the Owner and HPD and their respective heirs, personal representatives, successors, and assigns. This Agreement shall not be modified, changed, discharged, waived, or terminated orally but only by an agreement in writing duly executed by HPD and Owner.

If this Agreement contains any unlawful provision not an essential part of this Agreement, and which shall not appear to have been a controlling or material inducement to the making thereof, the same shall be deemed of no effect and shall, upon notice by either party, be deemed stricken from this Agreement without affecting the binding force of the remainder.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same document, and any of the parties or signatories hereto may execute this Agreement by signing any such counterparts.

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SCHEDULE A

THE PREMISES

All those certain plots, pieces, and parcels of land, with the buildings and improvements thereon erected, situate, lying, and being in the City and State of New York, County of Kings, designated on the Tax Map of the City of New York:

EXHIBIT B

CRITICAL REPAIR WORK

EXHIBIT C

SHORT-TERM REPAIR WORK

EXHIBIT D

AGING IN PLACE WORK

EXHIBIT E

COMPLETION AFFIDAVIT

Sworn to before me on the

         day of          , 20          

Notary Public