PUBLIC OFFERING STATEMENT FOR

A CONDOMINIUM WELLS, MAINE

Effective September 23, 2011

Public Offering Statement and Condominium Documents for

This Package includes the following Documents: Public Offering Statement Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Declaration of Condominium Bylaws of the Condominium Association Condominium Plat and Diagrammatic Floor Plans Unit Purchase and Sale Agreement Pro-Forma Budget Windward Pointe Bylaws of the Riverbend Woods Association

Public Offering Statement

Windward Pointe Condominium

PUBLIC OFFERING STATEMENT

WINDWARD POINTE, A CONDOMINIUM

Name of Condominium: Address of Condominium: Name of Declarant: Principal Address of Declarant

Heritage Pines and Windward Pointe Condominium Gateway Drive, Wells, Maine Kasprzak Homes, Inc. P.O. Box 26 787 Sokokis Trail North Waterboro, Maine 04061

UNLESS A PURCHASER HAS RECEIVED AND REVIEWED A COPY OF THIS PUBLIC OFFERING STATEMENT PRIOR TO THE EXECUTION OF A CONTRACT FOR SALE OF A CONDOMINIUM UNIT, A PURCHASER, BEFORE CONVEYANCE OF A UNIT, MAY CANCEL ANY CONTRACT FOR PURCHASE OF A UNIT FROM DECLARANT. IF A PURCHASER ACCEPTS THE CONVEYANCE OF A UNIT, HE MAY NOT CANCEL THE CONTRACT.

Effective Date of this Public Offering Statement:

Public Offering Statement 3

March 27, 2009

Windward Pointe Condominium

I. A.

DESCRIPTION OF THE CONDOMINIUM THE SITE

Windward Pointe is a forty-four (44) unit condominium comprised of one to four bedroom single family condominium units, in eleven (11) separate buildings, located on 12.76 acres, off Gateway Drive in the Town of Wells, York County, Maine. Each of the eleven (11) buildings will be constructed as a separate phase. Windward Pointe is also part of Riverbend Woods with 78.29 acres of Open Space adjacent to the Merriland River and a shared financial obligation to maintain that site. The parcel of land upon which the condominium is located is zoned Rural Residential which permits condominiums as multifamily dwellings. Plans for the project were subject to the review and approval of the Wells Planning Board and Maine Department of Environmental Protection. These approvals were received by the Declarant from MDEP in September 2010 and the Wells Planning Board on February 7, 2011. B. THE DECLARATION

The Declaration (hereinafter the "Declaration"), is the legal document which creates the condominium. A copy of the Declaration is attached hereto as Exhibit A. The Declaration became effective on or about September 23, 2011 when it was recorded in the York County Registry of Deeds. The Declaration establishes the boundaries of the condominium as a whole, as well as the boundaries of and fractional interest in the common elements appurtenant to each unit. In addition, the Declaration establishes special property rights within the condominium, such as limited common elements and easements (both discussed in following sections of this public offering statement). Amendments to the Declaration may be accomplished by a vote of sixty-seven percent (67%) of the aggregate fractional interests of the unit owners, except that certain amendments will require the approval of institutional lenders holding first mortgages on condominium units. Certain types of amendments require unanimous approval of all unit owners. II. THE UNITS

Each of the units will be individual living units. Each condominium unit is referenced on the condominium plat and a specific amendment will be declared for the unit style and architectural building diagrammatic. Each unit is designed to serve solely one family. The 44 units of Windward Pointe share a 12.76 acre site designated for said units and shall have such limited common areas as shown on the condominium site plan and plats, including parking spaces, yards, porches, and decks as indicated. The project will be built as eleven (11) separate buildings of four (4) units each. The actual unit design and footprint may differ from that shown in Exhibit C by square footage increase/decrease, addition of a porch, expanded kitchen, outside basement entry and/or replacement of a deck with a four season room or the option of unit owners to add said room or kitchen expansion at a later date; any such adjustments will automatically decrease the amount of adjoining common and/or limited common open space.

Public Offering Statement

Windward Pointe Condominium

III.

COMMON ELEMENTS

The Common Elements constitute all of the condominium other than the units. The following are the major common elements of the condominium: all of the land, driveways, walkways, trees and shrubbery and other landscaping. The Limited Common Elements are those parts of the common elements which are reserved for the exclusive use of a specific Unit or Units. All units have limited common elements including porches, decks, shutters, awnings, window boxes, doorsteps, stoops, balconies, and patios, gas lines and storage tanks, satellite dishes, solar panels, geothermal wells and service lines, and/or yards adjacent to their respective units, parking spaces and such other parts of the buildings or grounds as set forth in the Declaration. The units, the common elements and limited common elements are shown on the plat and plans, which are included in this public offering statement as Exhibit C. Each unit has an undivided interest in the common elements. This undivided interest is stated as a percentage and is referred to in the Declaration and Bylaws as the "common element interest". The common element interest of each unit is set forth in Appendix II of the Declaration. The Declaration allows for creation of distinctive and separate operating rules and regulations applicable to the Heritage Pines section and the Windward Pointe section common elements.

IV. A.

CREATION OF AND RESTRICTIONS OF THE CONDOMINIUM Description of the Declaration and Bylaws

The Declaration and the plat and plans are the legal documents necessary to create the condominium and are referred to collectively as the "condominium instruments". The condominium instruments are recorded at the York County Registry of Deeds and copies of them are attached to this public offering statement as Exhibits A and C, respectively. Additionally, the operation of the unit owners' Association is governed by the provisions of the Bylaws attached as Exhibit B. The Declaration is viewed as being a deed which establishes and defines the condominium and which recites the manner in which the Declarant desires to submit the property to a condominium regime. The Declaration describes the property, the boundaries of the units, the elements that comprise the common elements, a determination of each unit's fractional interest in the common elements, the purposes and restrictions on the use of the property, insurance and bonding provisions, provisions for easements and provisions concerning assessments and liens against the units and the liability of the unit owners for payment of the common expenses. The Bylaws contain the rules for self-government of the condominium by the unit owners Association. The Bylaws provide for the creation of the Board of Directors, which directs the affairs of the condominium, administers policies outlined in the Declaration and Bylaws and generally oversees the upkeep and administration of the condominium. The Bylaws also cover such matters as the composition of the Board of Directors, requirements for meetings, voting, the
Public Offering Statement 5 Windward Pointe Condominium

manner in which the condominium budget should be prepared, the determination and handling of assessments, including special assessments and the filing of assessment liens. The Bylaws provide that the Board of Directors has the power to establish rules and regulations governing the use of the condominium. No such rules and regulations have been established as of the date of this public offering statement. Although it is anticipated that rules and regulations will be implemented at a later date, it is not expected that any special fees or charges will be imposed in connection with individual use of the common elements. If a dispute arises between the Declarant and a unit owner, or the Association, arising out of or relating to the Declaration, the Bylaws or a deed to a unit, the Declaration provides that such dispute shall be submitted to binding arbitration. The Declaration and Bylaws contain provisions by which the Declarant may maintain control of the management of the project, and appoint and remove directors and officers of the Association until a mandatory turnover date. B. Liens, Defects, Encumbrances And Restrictions On Use

A unit owner's use and enjoyment of his unit is governed by the Declaration and Bylaws. These restrictions, which will apply to all residential units in all phases of the condominium, relate to such matters as the use of the common elements, leasing of units, upkeep of units, keeping of pets, etc. In addition, the Board of Directors may adopt rules and regulations restricting or regulating the use of the condominium. The Declarant and its agents have the right to post signs and advertisements on the condominium property for the purpose of selling the units. The condominium will be subject to the normal utility easements for water, sewer, electric and telephone lines, all as described on the property description attached to the Declaration. In addition, the condominium will be subject to certain easements created by the Declaration and/or by the Maine Condominium Act. These easements are: (1) Easement For Encroachments. By virtue of this easement, unit owners and the unit owners Association are protected in the event that a unit or common element encroaches upon another unit or common element as a result of minor variations in construction, shifting, settling reconstruction or improvements made with the consent of the Board of Directors. (2) Easement To Facilitate Sales. The Declarant may use any unsold units in the condominium as models or as sales offices and may place advertising signs anywhere within the Condominium. (3) Easement For Use Of The Common Elements And For Ingress And Egress. Each unit owner has a right of access to and use of the common elements, subject to rules, regulations and restrictions established by the unit owners Association. Each unit owner has a right to cross the common elements for ingress and egress to and from his unit. (4) Easement For Access To Units. Authorized representatives of the Unit Owners
6 Windward Pointe Condominium

Public Offering Statement

Association, including the Declarant and the managing agent, may enter any unit to the extent necessary to correct conditions threatening other units or the common elements, to make repairs to common elements which are accessible only from the unit, or to correct conditions which constitute violations of the Declaration, Bylaws or rules and regulations. Notice must be given to the unit owner prior to entry, except in emergencies when a unit may be entered without notice. In the event of violation of the Declaration, Bylaws or rules and regulations, the violation may be corrected without the consent of the unit owner, and the unit owner may be charged with the resulting expense, except that items of construction may not be destroyed without court order. (5) Easement For Support. Each unit owner has the benefit of a restriction upon any action of a neighboring unit owner, or of the unit owners Association with respect to the common elements, which would endanger the stability or safety of his unit. The condominium property is presently subject to a mortgage for financing. However, at the time of the conveyance of a unit to a purchaser, the Declarant will have such unit promptly released of record from every mortgage, deed of trust, any other perfected lien, and any mechanic's or materialman's lien affecting the unit, except the lien of the unit purchaser's mortgage, if any, and the encumbrance of the condominium instruments of record, general real estate taxes for the current year not then due, and easements, restrictions and covenants of record. C. Restraints on Alienation and Leasing.

Section 1104-102 of the Maine Condominium Act prohibits the Declarant from offering any interest in a condominium unit until the Declarant has prepared and delivered to a purchaser a current public offering statement. The Declarant knows of no other restraints which would preclude the free transferability of legal title to the units pursuant to the terms of a binding purchase agreement. The condominium instruments do not grant to the Declarant, the Association, lenders or any other person a right of first refusal to purchase a unit from a unit owner. The Maine Condominium Act permits certain portions of the common elements to be mortgaged or otherwise subjected to a security interest for the purpose of securing a loan or loans to the Association, provided that the unit owners of at least eighty percent (80%) of the votes in the Association, including at least eighty percent (80%) of the votes allocated to units not owned by the Declarant, agree to such action. The Declaration provides that a unit owners may not lease units for transient or hotel purposes and, in addition, that (i) a copy of the lease must be delivered to the Board of Directors within seven (7) days after its execution; and (ii) the terms of such lease must be consistent with the provisions of the Declaration and Bylaws of the condominium. These and other restrictions are set forth in Section 17(H) of the Declaration. The Condominium Declaration and Bylaws, attached to this public offering statement as Exhibits A and B, respectively, should be carefully reviewed by each prospective purchaser of a unit.
Public Offering Statement 7 Windward Pointe Condominium

V. A.

OPERATION OF THE CONDOMINIUM The Unit Owners Association

1. Self-Governing of the Condominium. The Maine Condominium Act provides for the self-governing of the condominium by a unit owners Association. All of the unit owners collectively constitute the Association. Membership in the Association is an incident of ownership of a unit. Therefore, every unit owner is automatically a member of the Association and remains a member until his ownership of a unit ceases. The unit owners Association is organized as a non-profit corporation under Maine law. At the date of this public offering statement there are no unsatisfied judgments or, to the best of Declarant's knowledge and belief, no pending suits against the Association. 2. Delegation of the Powers and Responsibilities of the Unit Owners Association

The Bylaws provide that the powers and responsibilities of the unit owners Association are delegated to the condominium's Board of Directors, some of which in turn may be delegated to the managing agent. The Board of Directors has the powers and responsibilities in administering the condominium to, among other things: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (1) prepare the annual budget; make and collect assessments against the unit owners for common expenses; obtain insurance on the structures; provide for the upkeep, maintenance and care of common elements; designate, hire and dismiss the personnel necessary for the maintenance of the condominium; make rules and regulations concerning the use of the condominium; establish a bank account on behalf of the Association; make alterations to the condominium; enforce by legal means the provisions of the condominium instruments; obtain other necessary insurance; pay the cost of services rendered to the condominium; and keep the books of account of the condominium.

3. Allocation of Voting Power. Each unit is allocated one vote in the unit owners Association. A unit owner is entitled to cast the vote allocated to his unit. 4. Transfer of Control. The Declaration authorizes the Declarant to appoint and remove the members of the Board of Directors and all officers of the Association until the earlier of (i) ten (10) years after the date on which the first unit in the condominium is conveyed or (ii) sixty (60) days from the date on which units to which seventy-five percent (75%) of the fractional interests in the common elements appertain have been conveyed, at which time the unit owners shall elect a Board of Directors. The Declarant at its option may relinquish this authority at an earlier time.

Public Offering Statement

Windward Pointe Condominium

B.

Management of the Condominium.

The Bylaws provide that the Board of Directors may employ a professional managing agent for the condominium at a level of compensation fixed by the Board of Directors. The Declarant has not entered into any management agreement. The decision as to whether to retain the full services of a managing agent will be made by the Association of unit owners. A management fee is provided for in the proposed budget. The Bylaws contain provisions for reserves for capital expenditures. The Bylaws require the establishment of a reasonable reserve fund for capital improvements, replacements and major repairs. The Bylaws also provide that if for any reason such reserve fund is inadequate to defray the cost of a required capital improvement, replacement or major repair, the Board of Directors may levy a further assessment against the unit owners in proportion to the fractional interest of their respective units. A unit owner will be personally liable for all lawful assessments levied against his unit which become due while he is the unit owner. In addition, common expenses and/or unit insurance costs assessed against the unit owner will give rise to a lien on his unit, which lien, if unsatisfied, may be enforced by foreclosure or other legal remedies. A form of Purchase Agreement is attached as Exhibit D to this public offering statement. It requires the purchaser to pay at settlement an initial capital contribution in an amount equal to two (2) months estimated condominium fee (in addition to any regular condominium fee). This initial capital contribution will be allocated to the Association's working capital. The Fractional Interest in the common elements of the condominium is set forth in the Declaration; the amount of the estimated monthly assessment (condominium fee) for condominium expenses for each unit is set forth in Exhibit E. The condominium fee is based on the fractional interest of the unit. VI. BUDGET

A projected annual budget for the condominium's operation in fiscal year 2012 is attached to this public offering statement as Exhibit E. The budget was prepared by the Declarant based on the best estimates available to it on September 15, 2011. Because the condominium is new there is no history of operating expenses, and therefore it is impossible to project with assurance such future costs. The projected budget assumes assessments paid with respect to all 44 units. A replacement reserve is included in the Budget as described therein, and initially effects all 44 units, along with the projected monthly assessment for each unit. Units are not assessable until either sold or after a certificate of occupancy has been issued. It should be noted that real estate taxes will be separately taxed to each unit owner. Further, each owner will be responsible for his telephone, sewer, water, electricity and other separately metered and billed utilities. VII. UNIT PURCHASE The obligations of the parties in connection with the purchase of a unit are stated in detail
Public Offering Statement 9 Windward Pointe Condominium

in the sample purchase agreement, a copy of which is attached to this public offering statement as Exhibit D. Prices for all units are established by the Declarant and may be subject to change at any time at the Declarant's discretion prior to the execution of a purchase agreement. Different purchasers may pay different prices for similar units at the sole discretion of the Declarant. At the settlement on the purchase of the unit the purchaser will be required to pay, in addition to the purchase price of the unit, those settlement costs identified in the purchase agreement and a non-refundable initial capital contribution to the unit owners Association, in an amount equal to two monthly assessments for common expenses attributable to the unit being purchased, in order to provide working capital to the Association or to reimburse the Declarant for an equal contribution already made on behalf of each unit. It is not anticipated that the purchaser will be required to sign any contracts or leases at the settlement. A prospective unit purchaser may arrange for his own financing. The Declarant anticipates that the lending institutions which will provide financing for most of the unit purchasers will transfer the loans to the secondary mortgage market. Therefore, it will be necessary for the condominium, as well as the qualifications of prospective purchasers who rely on the Declarant to assist in the arranging of financing, to comply with the requirements of the secondary mortgage market governing condominiums. The condominium instruments and other legal documents that pertain to the condominium are intended to comply with F.N.M.A. and V.A. requirements. The usual conditions for loan commitments for prospective condominium unit purchasers are: 1. 2. The maximum loan-to-value ration is ninety-five percent (95%) of the lower of the selling price or the appraised value. All loans in excess of eighty percent (80%) loan to value ratio must be insured by a private mortgage insurance company or guaranteed by the Veterans Administration. The interest rate on a loan will be established at the time an individual loan commitment is made. No loan on any unit may be greater than the amount acceptable to F.N.M.A. Qualifications of purchasers, insurance policies, mortgages, condominium documents and all other necessary papers must conform to the underwriting standards of F.N.M.A.

3. 4. 5.

Purchaser's deposits will be held by Declarant, or by the real estate company retained by the Declarant for the sale of a unit. Deposits will be returned to prospective purchasers who cancel their purchase contracts in accordance with Section 1104-107 of the Maine condominium Act; or if not applicable, such deposits will be treated in accordance with the terms of the purchase contract. VIII. INSURANCE The Board of Directors will obtain insurance to protect the unit owners Association and, to a certain limited extent, the unit owners as individuals. In general, the types and amounts of insurance to be obtained by the Association are described in section 11 of the Declaration.
Public Offering Statement 10 Windward Pointe Condominium

The unit owners Association and unit owners will be insured against liability arising from ownership or use of the common elements. This coverage will not insure unit owners against liability arising from an accident or injury occurring within a unit or liability arising from the act or negligence of a unit owner. The Board of Directors will also maintain appropriate workmen's compensation insurance, fidelity and directors and officers liability coverage to protect against dishonest acts on the part of officers, directors, trustees and employees of the unit owners Association and all others who handle funds of the unit owners Association, including the managing agent. Mortgage Holder Demand of Fire & Theft Insurance The Declarant strongly recommends that each unit owner obtain insurance coverage on his personal property and liability exposure not covered by the unit owners Association policy since each unit owner is responsible for his own hazard insurance relating to the contents of his unit and improvements thereto. The Association policy will only cover replacement cost of the units themselves, and all common elements, subject to usual insurance exclusions. The unit owners may wish to provide additional coverage for personal liability beyond the limit of coverage provided by the policy maintained by the unit owners Association. IX. WARRANTIES

Certain warranties are given to all unit owners pursuant to the Maine Condominium Act, subject to certain exclusions and modifications made by the Declarant. On or before settlement of the purchase of a unit, as a condition of purchase the purchaser will be asked to execute a written instrument providing for a two year statute of limitations. Additionally, implied warranties of merchantability will be limited. With respect to the condominium units being sold and the common elements appurtenant thereto, the Maine condominium Act provides as follows: 1104-112. (a) Express Warranties Of Quality

Express warranties made by any seller to a purchaser of a unit, if relied upon by the purchaser, are only created as follows: (1) Any written affirmation of fact or promise which relates to the unit, its use, or rights appurtenant thereto, area improvements to the condominiums that would directly benefit the unit, or the right to use or have the benefit of facilities not located in the condominium, creates an express warranty that the unit and related rights and uses will conform to the affirmation or promise; Any model or description of the quantity or extent of the real estate comprising the condominium, including plans and specifications of or for improvements, creates an express warranty that the condominium will substantially conform to the model or description; and Any written description of the quantity or extent of the real estate comprising the condominium, including plats or surveys, creates an express warranty that the condominium will conform to the description, subject to customary tolerances;
11 Windward Pointe Condominium

(2)

(3)

Public Offering Statement

(4)

and A provision that a buyer may put a unit only to a specified use is an express warranty that the specified use is lawful.

(b)

Neither formal words, such as warranty or guarantee" nor a specific intention to make a warranty, are necessary to create an express warranty of quality, but a statement purporting to be merely an opinion or commendation of the real estate or its value does not create a warranty. Any conveyance of a unit transfers to the purchaser all express warranties of quality made by previous sellers.

(c)

1104-113. Implied Warranties Of Quality (a) A Declarant and any person in the business of selling real estate for his own account warrants that a unit will be in at least as good condition at the earlier of the time of the conveyance or delivery of possession as it was at the time of contracting, reasonable wear and tear excepted. A Declarant and any person in the business of selling real estate for his own account impliedly warrants that a unit and the common elements in the condominium are suitable for the ordinary uses of real estate of its type and that any improvements made or contracted for by him, or made by any person before the creation of the condominium, will be: (1) Free from defective materials; and (2) Constructed in accordance with applicable law, according to sound engineering and construction standards and in a workmanlike manner. Construction complying with the applicable local building code shall be deemed to satisfy such sound engineering or construction standards. In addition, a Declarant warrants to a purchaser from him of a unit that may be used for residential use that any existing use, continuation of which is contemplated by the parties, does not violate applicable law at the earlier of the time of conveyance or delivery of possession. Warranties imposed by this section may be excluded or modified as specified in Section 1104-114. For purposes of this section, improvements made or contracted for by an affiliate of a Declarant, Section 1101-103, paragraph (1), are made or contracted for by the Declarant. Any conveyance of a unit transfers to the purchaser all of the Declarant's implied warranties of quality. Exclusion Or Modification Of Implied Warranties Of Quality.

(b)

(c)

(d) (e) (f)

1104-114. (a)

Except as limited by subsection (b) with respect to a purchaser of a unit that may be used for residential use implied warranties of quality: (1) (2) May be excluded or modified by agreement of the parties; and Are excluded by expression of disclaimer, such as "as is", "with all faults", or other language which in common understanding calls the buyer's attention to the exclusion of warranties.
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(b)

With respect to a purchaser of a unit that may be occupied for residential use, no general disclaimer of implied warranties of quality is effective, but a Declarant may disclaim liability in an instrument signed by the purchaser, for a specified defect or specified failure to comply with applicable law, if the defect or failure entered into and became a part of the basis of the bargain.

1104-115. Statute Of Limitations For Warranties. (a) A judicial proceeding for breach of any obligation arising under Section 1104-112 or 1104-113 must be commenced within six (6) years after the cause of action accrues, but the parties may agree to reduce the period of limitation to not less than two (2) years. With respect to a unit that may be occupied for residential use, an agreement to reduce the period of limitation must be evidenced by a separate instrument executed by the purchaser. Subject to subsection (c), a cause of action for breach of warranty of quality, regardless of the purchaser's lack of knowledge of the breach, accrues: (1) As to a unit, at the time the purchaser to whom the warranty is first made enters into possession if a possessory interest was conveyed or at the time of acceptance of the instrument of conveyance if a non-possessory interest was conveyed; and As to each common element, at the time the common element is completed or, if later: (i) As to a common element which may be added to the condominium or portion thereof, at the time the first unit therein is conveyed to a bona fide purchaser; or (ii) As to a common element within any other portion of the condominium, at the time the first unit in the condominium is conveyed to a bona fide purchaser.

(b)

(2)

(c)

If a warranty of quality explicitly extends to future performance or duration of any improvement or component of the condominium, the cause of action accrues at the time the breach is discovered or at the end of the period for which the warranty extends, whichever is earlier. Declarant makes no warranties as to the construction or improvement of roads, common facilities or other amenities or facilities and further makes no warranties as to the condition of the structural components, waste disposal system, water system and mechanical and electrical installations of any unit or as to any appliances, equipment or fixtures, if any, to be sold with the unit, except as required by the provisions of the Maine Condominium Act. All units are to be sold as is with all faults.

Receipt of this Public Offering Statement is acknowledged by the undersigned Purchaser(s) of Unit on this day of 201

(purchaser )

(purchaser )

Public Offering Statement

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