DEVELOPMENT AND CONSTRUCTIONMANAGEMENT AGREEMENT

by and among

CONTINUUM OF CARE, INC.,

CENTERPLAN DEVELOPMENT COMPANY LLC

AND

CONTINUUM CENTERPLAN DEVELOPMENT LLC

LOCATION: New Haven, Connecticut

Dated: _____________ __, 201_

DEVELOPMENT and construction managementAGREEMENT

This Development and Construction Management Agreement (“Agreement”) is made and entered into as of the ____ day of _________, 2014 (the “Effective Date”), by and among CONTINUUM OF CARE, INC., a Connecticut corporation with an address located at 67 Trumbull Street, New haven, Connecticut 6512 (“Continuum”), CENTERPLAN DEVELOPMENT COMPANY, LLC, a Connecticut limited liability company with an office located at 10 Main Street, Middletown, Connecticut 06457 ("Developer") and CONTINUUM CENTERPLAN DEVELOPMENT LLC, a Connecticut limited liability company with an office located at 10 Main Street, Middletown, Connecticut 0657 (the "Company").

I. GENERALLY

A. DEFINITIONS:

The "Company" shall mean Continuum Centerplan Development LLC, a Connecticut limited liability company formed by Continuum and Centerplan for the purpose of developing the Property. Continuum and Centerplan are

members of the Company.

The "Continuum Building" shall mean the building to be constructed by Developer on the Continuum Parcel pursuant to the terms and conditions of this Agreement.

The "Continuum Parcel" shall mean that portion of the Property consisting of approximately 0.49 acres of land identified on Schedule B attached hereto and incorporated herein by this reference.

The "Project" shall mean and refer to the development of the Continuum Building on the Continuum Parcel, including the Offsite Improvements and Exterior Facilities, as more fully described in Section IIC of this Agreement.

The "Property" shall mean that certain parcel of land identified as 243 Legion Avenue, located in the City of New Haven, in the West River neighborhood consisting of approximately 5.39 acres and bounded by Dwight Street, Frontage Road, Legion Avenue and Orchard Street, as more particularly described in Schedule A attached hereto and incorporated herein by this reference.

B. RECITALS:

The recitals set forth hereinbelow are hereby incorporated into the agreement as agreements of the Parties hereto.

The City of New Haven, Connecticut (the “City”) is the owner of the Property. Continuum and Centerplan desire to develop the Property as described more fully below. In connection therewith, Continuum and Centerplan have established the Company, to undertake the development of the Property, including as set forth herein below.

Pursuant to the terms and conditions of that certain Development and Land Disposition Agreement by and among City and the Company dated of even date herewith (the "DLDA"), City has agreed to convey the Property to the Company, subject to the Company's obligation to develop (a) the Continuum Building on the Continuum Parcel, and (b) twenty thousand square feet of retail space. The DLDA defines the development of the Continuum Building and the retail portion as Phase IA. In addition to the development of the Continuum Building and retail space, the DLDA sets forth certain rights and obligations of the Company to develop the remaining portions of the Property identified in the DLDA as Phase IB and Phase II. The development by the Company of the retail portion of Phase IA, Phase IB and the Phase II portions of the Property are not the subject of this Agreement. By execution hereof, the Company has assigned and Developer has assumed all of the Company's development obligations with respect to the development of the Continuum Building and the Project as set forth in the DLDA.

City has made commencement of the development of the Continuum Building and retail identified as Phase IA a condition precedent to Developer’s right to develop the Phase IB and Phase II portions of the Property. The purpose of this Agreement is to set forth the terms and conditions pursuant to which Developer will develop and convey the Continuum Building for Continuum. Developer has agreed, at the Company's sole cost and expense, to perform such environmental remediation to the Continuum Parcel as may be required by applicable law.

Developer and Continuum have agreed that the initial budget for the development of the Continuum Building, including contingency costs (the "Total Development Cost"), shall not exceed Eleven Million and No/100 Dollars ($11,000,000.00). In the event that the actual Total Development Cost exceeds Eleven Million and No/100 Dollars ($11,000,000.00), (i) Developer has agreed to value engineer and/or modify the scope of the Continuum Building Project to reduce the Total Development Cost; or (ii) Continuum may determine, in its discretion, and subject to the availability of additional funding, to proceed with the development of the Continuum Building.

As more fully set forth hereinbelow, Developer will (1) assist Continuum in obtaining and otherwise facilitate the timely completion of necessary and requisite inspections with respect to the Continuum Parcel and the Project; (2) will obtain all governmental approvals necessary to develop the Continuum Parcel for the Project according to a site plan approved by Continuum; (3) assist Continuum with regard to all community outreach efforts necessary to obtain support and approvals for the Project; (4) assist Continuum with all efforts required to obtain certain State, Local and Federal subsidies and financing for the development of the Project; (5) coordinate the development of the Project as it relates to the development of the remainder of the neighboring properties, tenancies at the neighboring properties, ingress and egress to the neighboring properties, etc.

Continuum will enter into a construction contract with the general contractor (the “GC Contract”), Centerplan Construction Company LLC (hereinafter “CCC”) for the construction of the Continuum Building. Developer will

act as the construction manager to manage through completion the construction of the Project and other improvements on the Property, and will assist Continuum in connection with the close out of such construction and obtaining warranties for such construction. The cost of construction will be paid by Continuum directly to CCC.

C. RELATIONSHIP OF THE PARTIES. Developer is an agent of Continuum only to the extent expressly provided for in this Agreement, if any, and Developer will not represent or conduct itself as an agent of Continuum unless expressly authorized in this Agreement to do so. Except as set forth in that certain Operating Agreement by and between Continuum and Centerplan dated of even date herewith and with respect to the formation and operation of CDC, this Agreement does not constitute evidence of a partnership or joint venture, and the Developer and Continuum each agree and acknowledge that no other partnership or joint venture exists or will exist in connection with or arising from the development of the Project or the remainder of the Property.

In consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

II. PROPERTY AND PROJECT.

A. AGREEMENT TO DEVELOP THE PROJECT. Subject to the terms and conditions set forth herein, Developer hereby agrees to develop the Project for Continuum, in accordance with the schedule set forth in Schedule __ attached hereto and incorporated herein by this reference.

B. PROPERTY. The property that is the subject of this Agreement is a parcel of real estate in the County of New Haven, State of Connecticut, together with such easements and appurtenances, if any, as are necessary for development identified hereinabove as the Continuum Parcel.

C. PROJECT. The improvements to be constructed on the Property consist of the Continuum Building as depicted on the preliminary site plan attached as Exhibit A-2 (“Preliminary Site Plan”), the sidewalks, service drives, parking aisles, driveways, parking areas, exterior signs, and other elements as depicted on the Preliminary Site Plan and all utilities and storm water retention areas (“Exterior Facilities”), and the offsite improvements in relation to the Property which may include, but are not limited to, the existing or desired easements, access points, median breaks, curb cuts, deceleration lanes, and traffic signals, all as depicted on the Preliminary Site Plan (“Offsite Improvements”).

III. DEVELOPER’S PRE-CLOSING DUTIES.

A. CONVEYANCE AGREEMENT. Continuum and the Company, have negotiated and executed, or will negotiate and execute, an agreement for the conveyance of the Continuum Parcel (“Conveyance Agreement”), which Agreement shall provide that such conveyance shall be made by the Company immediately after the Company has received the Continuum Parcel from the City and the Developer has completed any environmental remediation required to be performed to the Continuum Parcel to comply with applicable law.

B. DUE DILIGENCE.

1. Developer, on behalf of Continuum, will undertake ordering the following items as part of the due diligence with regard to the Continuum Parcel:

1.1 A American Land Title Association (“ALTA”) Title Insurance Commitment (“Commitment”), including copies of all exception documents, vesting deeds, plats, maps, encumbrances and liens of record, for the issuance of a title insurance policy (“Title Policy”) insuring marketable title to the Continuum Parcel.

1.2 An ALTA and American Congress of Surveying and Mapping (“ACSM”) survey of the Property (“Survey”) and legal description of the Property prepared under the 2011 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys.

1.3 A study and report, regarding the suitability of the soils located in the Continuum Parcel for the construction of the Improvements.

1.4 A Phase I Environmental Site Assessment and a Phase II Environmental Site Assessment if recommended by the service provider or requested by Continuum (the Phase I and Phase II Environmental

Site Assessment, if applicable, are collectively referred to as the “Environmental Report”). Developer is to provide all user data and information necessary for the preparation of the Environmental Report.

Except as may be specifically set forth herein to the contrary, Developer has not made and Continuum shall not rely on any representation of Developer with respect to the Continuum Parcel, and Continuum has not made and Developer shall not rely on any representation of Continuum with respect to the Continuum Parcel. Continuum and Developer each hereby acknowledge that, with respect to due diligence and related matters (including without limitation, the physical condition of the Continuum Parcel and matters of title affecting the Continuum Parcel) Continuum and Developer shall rely solely upon the Due Diligence Items and such other due diligence materials as may be obtained by the parties with respect to the Continuum Parcel. Neither party shall warrant the results or conclusions set forth in any of the Due Diligence Items, provided that in the event that either party becomes aware of information that would render any of the information set forth in the Due Diligence Items inaccurate or incomplete, such party shall promptly advise the other in writing.

2. Continuum will be responsible for paying for the costs, fees and expenses for preparation and finalization of the Due Diligence Items, all of which are part of the Total Development Costs (“Due Diligence Costs”).

C. DEVELOPER’S DESIGN OBLIGATIONS.

1. Developer will obtain Continuum’s written approval of the project civil engineer, which approval will not be unreasonably withheld, conditioned or delayed. Developer and Continuum agree to use Svigals & Partners for all architectural services. CCC is hereafter called the “General Contractor.”

2. Developer will submit engineer - created civil plans (“Civil Plans”) to the appropriate governmental authorities for approval. If the governmental authorities require revisions to the Civil Plans, then Developer will discuss them with Continuum. Developer will not agree to any revisions to the Civil Plans without Continuum’s consent. After Developer, Continuum and all governmental authorities agree on a final site plan, Developer will revise the Civil Plans to create a final fully engineered site plan showing the revisions agreed upon between the governmental authorities and Continuum. The Civil Plan approved by Continuum and the governing authorities will be the “Final Civil Plans.”

3. Promptly after the Final Civil Plans are prepared, Developer will prepare and submit to Continuum a single package consisting of: (a) one set of the Final Civil Plans; and (b) one complete set of civil and architectural drawings, including but not limited to, structural, mechanical, plumbing and electrical drawings. The civil and architectural drawings are collectively called the “Plans.” Developer will be solely responsible for causing the Plans to be suitable for construction of the Improvements based on site conditions and for causing the Plans to comply with all building codes and applicable local, state and federal laws and regulations (including the Americans with Disabilities Act, as amended).

4. The Plans and Approved Plans may be used by Continuum regardless of by who prepared. Developer will obtain a license or other written permission from the design professionals granting Continuum the unrestricted right to use any or all parts of the Plans and Approved Plans for future additions or alterations, provided that all reference to the originating professionals and their practices is removed from the subsequently-altered Plans and Approved Plans. The Plans and Approved Plans may be used by Continuum in their approved form or as modified by Continuum in connection with any alteration or renovation of the Improvements.

D. DEVELOPER’S PERMITTING OBLIGATIONS.

1. Developer will prepare and submit all applications necessary to obtain utility connections to the Building for water, sewer, electricity, gas, telephone and other utility services. Developer will deliver copies of all applications to Continuum. Developer will not sign any utility maintenance agreements or any other utility agreement that will grant to any utility company rights pertaining to the Property or place affirmative obligations on Continuum without Continuum’s specific written approval. Continuum acknowledges that in connection with the permitting, design and development of the Property and the completion of the Improvements, Continuum may be required to record easements and other agreements for public utilities for utility lines and facilities. Continuum agrees to negotiate and sign any reasonable documents in a timely manner so as not to interfere with the progress of construction. If the applicable governing authorities require fire sprinkling systems, then inclusion of such fire sprinkling systems in the Approved Plans will be the responsibility of the Developer. Developer will be responsible

for including in the Approved Plans installation plans for the lines and connections for telephone, DSL or other internet or cable services, and security and fire alarm systems (if required by applicable governing authorities).

2. Developer will be responsible for ensuring that all governmental zoning ordinances, restrictive covenants, comprehensive plan provisions, federal and state wetland regulations, land development regulations, concurrency management regulations, and zoning issues affecting the Property will permit construction of the Improvements. Developer will pursue all steps necessary to obtain any rezoning, variances, subdivision approvals, curb cut approvals, median break approvals, wetland determination and impact approval letters and any other consents, permits and agreements necessary for construction of the Improvements. Continuum, at its cost and expense, will obtain all licenses and approvals as may be required in connection with the operation of its business within the Property.

3. Developer will make all inquiries necessary to determine whether any study, analysis or determination (“Other Study”) is required by any governmental authorities or by any federal, state or local law or regulation in connection with the development of the Property or construction of the Improvements, including but not limited to, any wetland determination and/or impact study, endangered species study, archaeological study and traffic study.

4. Developer will identify all applicable governing authorities with jurisdiction over the Property and obtain all permits and approvals necessary to construct the Improvements including, but not limited to, building permits, sign permits, and permits needed from local governing authorities, the State Department of Transportation, the State Department of Environmental Protection or equivalent, the State Historic Preservation Office, the State Health Department, the applicable water management district, the Army Corps of Engineers, any local environmental agency, and any other applicable state or federal agencies. Developer will provide copies of all permits, approvals, letters and reports to Continuum as they are received by the Developer. Developer will obtain Continuum’s written approval of any restrictions on the use of the Property imposed as a condition of obtaining any governmental permits or approvals.

5. If, in the process of obtaining permits for the Property or construction of Improvements, a governmental authority requires a letter of credit, bond or other security, Developer shall immediately advise Continuum of such requirement in writing (which shall include all of the requirements imposed by such authority in connection with such letter of credit, bond or other security). Continuum will pay for such Permitting Bonding Costs through payment of the General Contractor. If a governmental authority fails to timely notify Developer or General Contractor that it requires a letter of credit, bond or other security as a condition to granting permits, the General Contractor will submit a request for approval of a Change Order to cover the unbudgeted Permitting Bonding Cost. Continuum will approve the Change Order after obtaining confirmation that the letter of credit, bond or other security is actually required by such governmental authority.

6. Continuum will be responsible for paying for the costs, fees and expenses Developer has incurred to obtain all necessary permits, approvals and documents required for developing the Property and constructing the Improvements (“Development Costs”).

E. DEVELOPMENT FEE AND CONSTRUCTION COSTS.

1. Development Fee: Continuum will pay Developer a development fee equal to Four Percent (4%) of the Preliminary Budget. The Development Fee will be paid to the Developer as follows:

• The Development Fee shall be payable in Twelve (12) monthly installments of _________________________ and 00/100 Dollars ($__________.00) commencing upon ____________________________;

• Any portion of such Development Fee (including any unpaid monthly installments) that may remain should

the Improvements be completed prior to the conclusion of the 12th month, shall be payable within ten (10) days of obtaining the Certificate of Occupancy for the Improvements at the Property.

2. Preliminary Budget: Developer has provided Continuum with the “Preliminary Budget”, which has been approved by the parties and is set forth on Exhibit ___. The Preliminary Budget reflects a figure for total costs estimated by Developer to be incurred in connection with the acquisition and development of the Property, including without limitation, Due Diligence Costs, the permitting, design and completion of the Improvements.

3. Construction Budget: Prior to Continuum closing on title to the Property, the Developer will provide a Construction Budget to Continuum. The Construction Budget will be comprised of the actual costs (supported by invoices, bids, and other appropriate supporting documentation) incurred through the date the Construction Budget is submitted, the cost of construction as set forth in the GC Contract, the Development Fee as specified in the Preliminary Budget and other costs anticipated to be included in the Construction Budget. It is the parties’ intention that the Construction Budget will reflect, to the best knowledge of the Developer, the actual costs incurred and to be incurred in connection with the development of the Property and the permitting, design and completion of the Improvements. Except as specifically set forth in this Agreement, Developer will have no obligation to pay any cost incurred in connection with the due diligence activities pertaining to the Property, the permitting or design of the Improvements or the construction of the Improvements.

4. Total Project Cost. Developer and Continuum have agreed that the initial budget for the development of the Continuum Building, including contingency costs (the "Total Development Cost"), shall not exceed Eleven Million and No/100 Dollars ($11,000,000.00). In the event that the actual Total Development Cost exceeds Eleven Million and No/100 Dollars ($11,000,000.00), (i) Developer has agreed to value engineer and/or modify the scope of the Continuum Building Project to reduce the Total Development Cost; or (ii) Continuum may determine, in its discretion, and subject to the availability of additional funding, to proceed with the development of the Continuum Building.

5. Post-Closing Costs. The parties acknowledge that design costs, development costs and other “soft” costs may be incurred on behalf of Continuum in connection with the undertakings herein contemplated after the Continuum closes on title to the Property (“Post Closing Costs”). To request reimbursement for Post-Closing Costs, Developer will submit evidence of its Post-Closing Costs to Continuum. Continuum will review and reimburse Developer for such verifiable and actual costs incurred.

IV. DEVELOPER’S CONSTRUCTION MANAGEMENT DUTIES:

A. MANAGEMENT OF GENERAL CONTRACTOR.

1. With respect to the General Contractor and subcontractors, Developer will be Continuum’s authorized representative for all purposes in the GC Contract, with the right and authority to bind Continuum with respect to all matters requiring Continuum’s approval or authorization. Pursuant to the GC Contract, Developer will be responsible for the management and supervision of the General Contractor and the General Contractor shall be required to respond to and work with Developer. Developer will act as the Construction Manager for the project. In its capacity as Construction Manager, Developer will be responsible for overseeing the construction of the Improvements by the General Contractor. Developer, pursuant to the requirements of the GC Contract, will require that the General Contractor ensure that all materials used in the construction of the Improvements are new and of the quality called for in the Plans, and that all workmanship and construction is free from defects, conforms to the GC Contract and is good and workmanlike in all respects. Developer will not be required to enter into any contract for or to actually perform any construction work in connection with the Improvements.

2. Developer will ensure that the General Contractor carries the contractor general liability insurance required by the GC Contract. This insurance must remain in place for the entire term of construction. To the extent that a payment/performance bond is required by Continuum in connection with the construction of the Improvements, Continuum will arrange with the General Contractor for the cost of the bond to be included in the GC Contract. In the event that a payment/performance bond is not required by Continuum, to the extent that a lien or other matter arises that would be required to be resolved by the surety providing such payment/performance bond, Developer shall have no responsibility or liability for same. Developer will confirm that the General Contractor is fully licensed by the appropriate governmental authorities in the state where the Property is located to perform the work it is hired to do.

3. Developer will manage the General Contractor in a manner that will require the General Contractor to abide by the GC Contract in taking all necessary precautions for the safety and protection of all construction workers, preventing accidents or injury to persons on, about or adjacent to the Property, and complying with all applicable provisions of law, provided that Developer will not be responsible for any injury or damage caused by the General Contractor’s failure to abide by the GC Contract except to the extent that Developer has breached its obligations set for in this Agreement or failed to exercise reasonable care in connection with the discharge of Developer’s duty to

manage the General Contractor. General Contractor will be required by the GC Contract to provide reasonable protection to prevent damage, injury or loss to the Improvements as well as materials and equipment. General Contractor will be required by the GC Contract to institute reasonable precautions to protect adjacent property from being damaged by the construction of the Improvements.

4. Developer will cause the General Contractor to comply with all requirements of the GC Contract pertaining to keeping the Property and surrounding area free from accumulation of waste materials or rubbish caused by the construction. At completion of the Improvements, the Developer will ensure that the General Contractor removes from and about the Property all waste materials, rubbish, tools, construction equipment, machinery and surplus materials.

B. COMPLIANCE WITH LAWS AND DLDA.

1. It is the Developer’s obligation and responsibility to ensure that the contracts or the agreements with the architect and civil engineer require that the design of the Improvements complies in all respects with applicable laws, including, but not limited to, the Americans with Disabilities Act as amended (“ADA”) and all regulations promulgated under the ADA, together with any other federal, state or local statutes, codes or regulations relating to the accessibility of the Property and the Improvements by physically disabled persons. The General Contractor will complete the Improvements in accordance with the final Plans, which will require compliance with such laws.

2. Developer will promptly notify Continuum of any non-compliance of which it has actual knowledge or of which Developer should, based upon its expertise, information and obligations under this Agreement, have knowledge.

3. Developer hereby agrees that in the performance of its obligations hereunder, that it shall comply with the terms and conditions of the DLDA with respect to the Continuum Parcel.

C. CHANGES IN THE WORK.

1. Developer will not make or permit the General Contractor to make changes to the Plans without the prior written consent of Continuum. The construction must be made and done in strict adherence to the Plans, the licenses and permits applicable to the Improvements, and any and all applicable laws, and any recorded covenants, conditions, and restrictions.

2. Except as otherwise provided in this Agreement, no changes will be made in the scope of the construction to be performed under the terms of this Agreement. However, without invalidating this Agreement or increasing any fees owed to Developer under this Agreement, Continuum may order or approve extra work or make changes by altering, adding to or deducting from the construction, with the amount to be paid by Continuum for construction and the schedule for the completion and delivery of the Improvements being appropriately adjusted. Any changes in the construction of the Improvements must be authorized by a prior, written document describing the construction changes and (a) reviewed, approved and signed by Developer before submission to Continuum and (b) signed by an authorized representative of Continuum (“Change Order”). Developer will not approve any Change Order unless it specifies the impact on the cost of the Improvements and the time periods applicable to the completion of the Improvements. Continuum’s execution of the Change Order will evidence Continuum’s approval of the change in costs and time periods.

D. CONSTRUCTION SCHEDULE AND COMPLETION OF CONSTRUCTION.

1. Developer understands that the timely completion of construction is of utmost importance to Continuum. Accordingly, Developer agrees to diligently perform the obligations Developer is to perform under this Agreement and to keep Continuum informed of the progress of construction, including pre-construction matters. In particular, Developer agrees to provide progress reports to Continuum as such reports are required in the DLDA.

2. Continuum will have reasonable access to the Property and the Improvements during construction for the purpose of inspecting, measuring, installing or arranging for the installation of fixtures, but only to the extent that this activity proceeds without interfering with the work of the General Contractor, any subcontractors, and their respective employees. Developer assumes no responsibility whatsoever for injury to Continuum’s employees or

contractors entering upon the Property and the Improvements, or damage to property Continuum’s employees or contractors may have brought in, or upon, the Property and the Improvements.

3. The Improvements will be deemed to have been substantially completed when they are ready and available for occupancy by Continuum and all of the following have been accomplished: (a) Developer obtained a certificate of occupancy or an equivalent use permit or temporary certificate of occupancy from the governmental authority having jurisdiction; (b) the architect who prepared the Plans has certified in writing to Continuum that the Improvements have been completed in accordance with the Plans; (c) all mechanical systems serving the Building are new, fully completed, and working properly; (d) all driveways, service areas and parking areas including the topcoat are fully completed; (e) all utilities are connected, including meters, and are operational;(f) all building and road signs are installed, including completion of electrical connections, and are operational, and (g) a Certificate of Completion, as such term is defined in the DLDA, shall have been issued by the City for the Continuum Building. E. CONSTRUCTION WARRANTIES.

In connection with the close-out of the construction, Developer will cause the General Contractor to ensure that all third-party warranties including but not limited to manufacturer’s warranties for the roof, the HVAC system and all components provided for in the GC Contract are issued to Continuum. All warranties must be in conformance with industry standards, and must cover at least the materials provided and the labor required to install such materials.

F. LIENS.

If a lien is filed against the Property, Developer will be responsible for evaluating the lien filer’s claim and working with the General Contractor and subcontractors as appropriate to remove the lien. Developer will keep Continuum informed of the status of all liens until they are released.

G. AS-BUILT SURVEY.

Within Sixty (60) days after substantial completion of the Improvements, Developer will cause the General Contractor to order a current as-built survey of the Property.

H. ENVIRONMENTAL COMPLIANCE.

1. For the purposes of this Agreement, the term "Hazardous Substances" means, without limitation: (1) those substances included within the definition of "hazardous substances", "hazardous materials", "toxic substances", or "solid waste" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time ("CERCLA"), 42 U.S.C. Sections 9601, et seq., and the Resource Conservation and Recovery Act of 1976, as amended from time to time ("RCRA"), 42 U.S.C. Sections 6901, et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq., and in the regulations promulgated pursuant to said laws; (2) those substances defined as "hazardous wastes" in any applicable state statute and in the regulations promulgated pursuant to any such statute; (3) those substances listed in the United States Department of Transportation Table (49 CFR 172.101, as amended) or by the United States Environmental Protection Agency (or any successor agency) as hazardous substances; (4) such other substances, materials and wastes which are or become regulated under applicable local, state, or federal law, or which are classified as hazardous or toxic under federal, state or local laws or regulations; and (5) any material, waste or substance which is (a) petroleum; (b) asbestos; (c) polychlorinatedbiphenyls; (d) designated as a "hazardous substance" pursuant to Section 311 of the Clean Air Act, 33 U.S.C. Section 1251, et seq., or listed pursuant to Section 307 of the Clean Air Act; (e) flammable explosive; or (f) radioactive materials.

2. In the event any Hazardous Substances or underground storage tanks (“Environmental Condition”) that were not referenced in the Environmental Report are discovered during the course of construction of the Improvements, Developer must promptly notify Continuum in writing of the discovery. Developer will work with Continuum to determine the nature and extent of the Environmental Condition. Developer will be responsible for the cost of, and overseeing any tank removal and/or remediation of the Environmental Condition, provided that the cost of the same does not exceed One Hundred Thousand and No/100 Dollars ($100,000.00). In the event that the cost of the same exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), the parties shall have the right to negotiate with each other regarding payment of any excess costs and each party shall have the right to terminate this Agreement.

V. DEVELOPER’S WARRANTIES AND REPRESENTATIONS.

1. As an inducement to Continuum to enter into this Agreement and as a part of the consideration for this Agreement, Developer represents, warrants and covenants with Continuum that Developer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and if necessary to perform its obligations, in the state where the Property is located, or is duly qualified to do business in the state where the Property is located. Developer has requisite power and authority to transact the business in which it is now engaged and execute and deliver this Agreement.

2. As of the date of this Agreement, neither the execution or delivery of this Agreement nor the consummation of the transaction described in this Agreement will result in any breach or violation of or constitute a default under, any judgment, decree, order, mortgage, lease, agreement, indenture or other instrument or document to which Developer is a party.

VI. INDEMNIFICATION.

1. Continuum and Developer will each obtain and keep in force a commercial general liability insurance policy with limits of not less than $1,000,000 for each occurrence and $2,000,000 general aggregate insuring Continuum and Developer, respectively, against liability for bodily injury, death, and property damage with respect to occurrences on the Property. Continuum will be named as an additional insured under the Developer’s liability coverages, but only for claims against Continuum arising out of the acts or omissions of Developer or arising out of the manner of Developer’s use of the Property. Developer will be named as an additional insured under the Continuum’s liability coverages, but only for claims against Developer arising out of the acts or omissions of Continuum or arising out of the manner of Continuum’s use of the Property.

2. Continuum will defend, indemnify, and save Developer harmless from any claim, liability, loss, cost, or expense (including reasonable attorneys’ fees and litigation expenses) on account of any injury or death to any third person, or damage to any third person's property, arising out of Continuum’s failure to perform its obligations under this Agreement or arising out of the negligent or intentional acts or omissions of Continuum or its employees. The obligations of Continuum set forth in this paragraph will survive the expiration or termination of this Agreement until they are fully satisfied.

3. Developer will defend, indemnify, and save Continuum harmless, from any claim, liability, loss, cost, or expense (including reasonable attorneys’ fees and litigation expenses) on account of any injury or death to any third person, or damage to any third person's property, arising out of Developer’s failure to perform its obligations under this Agreement or arising out of the negligent or intentional acts or omissions of Developer or its employees. The obligations of Developer set forth in this paragraph will survive the expiration or termination of this Agreement until they are fully satisfied.

4. Developer and Continuum release all claims and waive all rights of recovery against the other and their directors, officers, agents, employees, successors, sublessees, or assigns, for any loss or damage to each party’s respective property caused by or resulting from fire or other casualty of whatsoever origin even if caused by negligence, to the extent that the same is covered by insurance or is required by the terms of this Agreement to be covered by insurance. All insurance policies of Developer or Continuum obtained pursuant to this Agreement will contain a provision or endorsement by which the insurer waives all rights of subrogation against the other party to this Agreement and their directors, officers, agents, employees, successors and assigns.

5. Without limiting the general applicability of the foregoing, unless Developer has actual knowledge of such activities by General Contractor, Developer shall have no liability for the financial defalcation or impropriety of General Contractor.

VII. DEFAULT.

1. Developer will be in default if Developer fails to comply with any of the terms or provisions of this Agreement within Thirty (30) days after written notice from Continuum to Developer of the noncompliance; provided, however, that if the failure is not capable of being cured within such Thirty (30) day period, Developer shall have a reasonable additional period of time to cure the default if Developer promptly commences the cure and thereafter diligently prosecutes the same to completion. To the extent that the circumstances giving rise to any purported default of Developer also constitute a default of General Contractor, at the time Continuum asserts its

rights against Developer, Continuum will also assert its rights against General Contractor. Failure on the part of the General Contractor under the GC Contract will not result in an automatic default of the Developer.

2. Upon an event of default by Developer not cured within the period provided for such cure, if any, Continuum may terminate this Agreement and pursue all legal or equitable remedies.

3. In the event that Continuum defaults in connection with its performance of its duties and obligations hereunder, Developer may terminate this Agreement and pursue all legal or equitable remedies against Continuum. Developer will be entitled to recover any costs incurred in connection with such action, including reasonable attorney’s fees.

VIII. ASSIGNMENT.

Developer will not have the right to assign this Agreement in any manner whatsoever without the prior written consent of Continuum, nor will Developer assign any amounts due or to become due to Developer pursuant to this Agreement without the prior written consent of Continuum. Developer will have the right to assign its rights, interests, claims and obligations hereunder to an affiliate of Developer, provided that this assignment by Developer will not relieve Developer of its duties or obligations hereunder.

IX. NOTICES.

Any notice, consent or other communication in connection with this Agreement must be in writing and will be deemed given when: (a) deposited in the United States Mail, postage prepaid, by registered or certified mail; or (b) hand-delivered; or (c) delivered by any commercially recognized courier service or commercial delivery service such as FedEx, and addressed as follows:

To Continuum: CONTINUUM OF CARE, INC67 Trumbull StreetNew Haven, Connecticut 06513Attention: President

To Centerplan:CENTERPLAN DEVELOPMENT COMPANY, LLC

10 Main Street, Suite BMiddletown, Connecticut 06457Attn: Jason S. Rudnick

To Developer: c/o CENTERPLAN DEVELOPMENT COMPANY, LLC10 Main Street, Suite BMiddletown, Connecticut 06457Attn: Jason S. Rudnick

Any notice, consent or other communication may also be sent to such other address as the party to be given the notice may designate by notice to the other party in the manner provided above.

X. MISCELLANEOUS.A. FORCE MAJEURE.

Anything in this Agreement to the contrary notwithstanding, neither Developer nor Continuum will be in default of the performance of any provisions of this Agreement to the extent such performance is delayed or prevented by strike, war, act of God, or other cause beyond the control of the party seeking to excuse such performance. However, this excusable delay will not exceed a reasonable period of time considering the event giving rise to such delay, its impact on the Property and related matters.B. SEVERABILITY.

If any term or provision of this Agreement (or the application of any term of provision of this Agreement to any person or circumstances) will to any extent be invalid or unenforceable, the remainder of this Agreement (or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable) will not be affected and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Law.

C. AMENDMENT.

This Agreement may not be amended except by written instrument executed by both parties.

D. CAPTIONS.

The captions in this Agreement are for convenience only. They are not a part of this Agreement and do not in any way limit or amplify the terms and provisions of this Agreement.

E. GOVERNING LAW AND CONTRACT CONSTRUCTION.

This Agreement shall be construed in accordance with applicable law of the State in which the Property is located. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the rule of contract construction to the effect that any ambiguities are to be resolved against the drafting party will not be utilized in the interpretation of this Agreement, or any part of it, or any exhibits or amendments or agreements supplementary to this Agreement.

F. WAIVERS.

One or more waivers of any covenant, term or condition of this Agreement by either party shall not be construed as a waiver of a subsequent breach of the same or any other covenant, term or condition. Any delay or omission by either party to seek a remedy for any breach of this Agreement or to exercise a right accruing to such party by reason of such breach shall not be deemed a waiver by such party of its remedies or rights with respect to the breach. The consent or approval by either party to or of any act by the other party requiring such consent or approval will not be deemed to waive or render unnecessary consent to or approval of any similar act.

G. BINDING EFFECT.

All of the provisions of this Agreement will bind and inure to the benefit of Developer and Continuum, and their respective heirs, legal representatives, successors and assigns.

• EMAIL/FAX COUNTERPARTS.

This Agreement may be executed in multiple counterparts each of which will constitute a duplicate original of this single Agreement. Facsimile, photocopy and PDF versions of Developer’s and Continuum’s signatures will be valid and binding just as if they were the original ink signatures.

I. CONFIDENTIALITY.

Developer agrees and acknowledges that the terms and conditions of this Agreement are confidential and the information obtained from Continuum in connection with or arising from this Agreement are confidential and may also be proprietary in nature. Developer covenants and warrants that it will not transmit or disclose, or consent to the transmittal or disclosure of, any confidential information or proprietary information arising from or in connection with this Agreement, or the performance of Developer’s duties and obligations pursuant to this Agreement, to third parties.

J. GOOD FAITH.

Developer and Continuum acknowledge that the ability of the parties to perform under this Agreement and meet the various deadlines set forth herein depends on good faith cooperation. Developer and Continuum hereby agree to cooperate and work in good faith with each other to prevent delays and proceed in a timely manner to the common goal of successfully completing development and construction of the Improvements.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of the Effective Date.

CONTINUUM:

CONTINUUM OF CARE, INC.

By:______________________________ Patti Walker Its President

DEVELOPER:CENTERPLAN DEVELOPMENT COMPANY, LLC

By:______________________________ Jason S. Rudnick Its President

THE COMPANY:CONTINUUM CENTERPLAN DEVELOPMENT LLCBy: Continuum of Care, Inc., its Member

By:______________________________ Patti Walker Its President

CONTINUUM CENTERPLAN DEVELOPMENT LLCBy: Centerplan Development Company LLC, its Member

By:______________________________ Jason S. Rudnick Its President