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a.15 days after the date of receipt of such second notice, if such second notice is given;

b.70 days after the date the plans were originally submitted.

Section 7.07. Board of Director's Right to Promulgate Rules and Regulations. Subject to the provisions of Section 7.11 below, the Board of Directors may from time to time promulgate rules and regulations governing the form and content of plans to be submitted for approval or with respect to the approval or disapproval of certain types of alterations, additions or modifications to improvements, or uses; provided, however, that no such rule or regulation shall be deemed to bind the Board of Directors to approve or disapprove any plans submitted for approval, or to waive the exercise of the Board's discretion as to such plans, and provided further that no such rule or regulation shall be inconsistent with the provisions of the Declaration or any applicable governmental law, code, ordinance, rule or regulation.

Section 7.08. Delegation of Functions. The Board of Directors may authorize its staff, subcommittees, or individual members of the Board of Directors to perform any or all of the functions of the Board as long as the number and identity of such staff or members, and their functions and scope of authority have been established by a resolution of the entire Board of Directors. The approval or disapproval of plans by the staff member, individual member or subcommittee will be subject, however, to the reasonable review of the Board of Directors, in accordance with procedures to be established by the Board.

Section 7.09. Records of Meetings; Regulations. The Board of Directors shall keep minutes of meetings and maintain records of all votes taken at meetings. The Board of Directors shall make such records and current copies of its rules and regulations available at a reasonable place and at reasonable times for inspection by all persons.

Section 7.10. Liability of Board of Directors. No action taken by the Board of Directors or any member, committee, employee or agent hereof, shall entitle any person to rely thereon, with respect to conformity with laws, regulations, codes or ordinances, or with respect to the physical or other condition of any Lot or other portion of the Property. Neither the Association, nor any member, committee, employee or agent shall be liable to anyone submitting plans to them for approval or to any Lot

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Owner, member, or any other person, in connection with any submission of plans, or the approval or disapproval thereof, including without limitation, mistakes in judgment, negligence or nonfeasance. Every person or other entity submitting plans to the Board of Directors agrees, by submission of such plans, that no action or suit will be brought against the Association or the Board of Directors (or any member, committee, employee or agent thereof) in connection with such submission.

Section 7.11. Architectural Certificate. Upon written request of any Owner, lessee or occupant (or any prospective Owner, lessee, mortgagee, or title insurer) of a Lot or other portion of the Property, title to which has been previously transferred from the Sponsor, the Board of Directors shall, within a reasonable period of time, issue and furnish to the person or entity making the request, a certificate in writing ("Architectural Certificate") signed by a member of the Board of Directors stating, as of the date of such Certificate, whether or not the Lot or other portion of the Property, or any improvements thereon, violates any of the provisions of the Declaration pertaining to exterior appearance, design or maintenance and describing such violations, if any. A reasonable charge, as determined by the Board of Directors, may be imposed for issuance of such Architectural Certificate. Any such Architectural Certificate, when duly issued as herein provided, shall be conclusive and binding with regard to any matter therein stated as between the Association and the party to whom such Certificate was issued.

Section 7.12. Restrictions on Change of Architectural Controls, Rules or Regulations. The controls set forth in this Article VII and any rules or regulations shall not, by act or omission, be changed, waived or abandoned, unless consented to in writing by not less than 67% of the total votes of all Lot Owners (excluding the Sponsor) voting in person or by proxy, written notice of which change shall be sent to all Lot Owners and lending institution first mortgagees of Lots whose names appear on the records of the Association at least 30 days in advance of the date or initial date set for voting thereon and shall set forth the purpose of the vote. In addition, any such change, waiver or abandonment shall not be made if lending institutions which together are first mortgagees of 51% or more of the Lots advise the Association in writing, prior to the date or initial date set for voting on the proposed charge, waiver or abandonment, that they are opposed to such action, which opposition must not be unreasonable.

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ARTICLE VIII

PARTS WALLS AND ENCROACHMENTS

Section 8.01. Party Walls. A wall shall be considered a party wall where all of the following conditions are met:

a.the wall is built as part of the original construction of the Units; and

b.the wall is an interior wall of a Building; and

c.the wall serves as a common wall of two adjoining Units, whether or not the wall is on the dividing line between such Units.

Section 8.02. Maintenance of Party Walls. Each Lot Owner whose Lot contains a party wall shall have an easement to enter upon the Lot and within the Unit with which the party wall is shared to effect necessary repairs or maintenance of such party wall. Each Owner shall be responsible for the ordinary maintenance and repair of such Owner's respective side of a party wall. If it shall become necessary to make substantial repairs to or rebuild a party wall, the cost of such repairing or rebuilding shall be borne equally by the Owners of the two (2) Units which share such wall.

In any event where it is necessary for a Lot Owner (or said Owner's authorized employees, contractors or agents) to enter upon a Lot or within a Unit owned by another for purposes of maintaining a party wall, such right shall be exercised upon reasonable notice to the adjoining Owner, shall be limited to reasonable times, and shall be exercised so as not to unreasonably impair the right of the adjacent Owner to the use and quiet enjoyment of said adjacent Unit.

Section 8.03. Exposure of Wall. A Lot Owner who, by negligent or willful act causes the party wall to be exposed to the elements, shall bear the whole cost of furnishing the necessary protection against, and the necessary repair caused by, such elements.

Section 8.04. Materials Used. If and when any party wall is repaired or rebuilt, it shall stand upon the same place and be of the same or similar materials as the original wall.

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Section 8.05. Destruction of Party Wall. In the event of destruction of a party wall by fire or other casualty, to the extent that such damage is not repaired out of the proceeds of the insurance covering the hazard, the Owner of any Unit which used the wall may restore it. The Owner who undertakes such restoration shall be entitled to a contribution (equaling one-half (1/2) the cost of such restoration) from the Owner of the other Unit which shares such wall. Such right to contribution shall not be construed, however, to limit in any degree, the right of an Owner to seek a greater contribution if so entitled under the law of the State of New York regarding liability for negligent or willful acts or omissions.

Section 8.06. Encroachments or Projections. If any Unit encroaches or projects up to two (2) feet upon or over any other Unit or Lot or upon or over any portion of the Association Property or if any deck or patio servicing a Unit encroaches or projects upon or over any portion of the Association Property as a result of: (i) original construction, (ii) settling or shifting, or (iii) replacement, as a result of fire, condemnation, eminent domain proceedings or proceedings of similar import and effect; such encroachment or projection shall be permitted and a valid easement for such encroachment or projection and the maintenance thereof shall exist so long as such improvements shall stand. If such encroachment or projection occurs as a result of replacement, the encroachment or projection must be inadvertent in order for a valid easement to exist.

Section 8.07. Party Wall Rights Run With the Land. The rights of support, quiet enjoyment, entry to repair or restore and contribution for the cost of the same which are described in this Article shall run with the land and shall bind the heirs, successors and assigns of each Lot Owner.

ARTICLE IX

INSURANCE AND RECONSTRUCTION

Section 9.01. Insurance to be Carried. The Board of Directors of the Association shall obtain and maintain, (and review at least once each year) with such deductible amounts as the Board of Directors shall deem appropriate: (1) fire and casualty insurance, (including flood insurance if required for the mortgaging of individual

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Units) (2) liability insurance for occurrences on the Association Property, (3) directors' and officers' liability insurance covering wrongful acts of officers and directors of the Association, (4) fidelity bond covering those who handle Association funds, and (5) workers' compensation insurance covering Association employees and those who perform work for the Association as follows:

1.Fire and Casualty. The policy shall cover the interests of the Association, the Board of Directors and all Unit Owners and mortgagees as their interests may appear. Coverage shall be for the full replacement value, if available, (without deduction for depreciation) of all improvements on the Property under the "single entity" concept, i.e. covering the Units as initially built and including the wall to wall carpeting, lighting fixtures, bathroom fixtures, kitchen appliances, wall coverings, and all machinery servicing the Units and common facilities, and, at the option of the Board of Directors, improvements and betterments (including upgrading of appliances, kitchen cabinets, carpeting, and lighting fixtures, etc. made by present or prior Lot or Unit Owners or occupants, excluding (i) the land and foundations, (ii) the personal property of Lot Owners and occupants.

The policy shall have the following provisions, endorsements and coverages: (i) extended coverage, sprinkler leakage (if applicable), debris removal, vandalism, malicious mischief, windstorm and water damage, (ii) inflation guard or Blanket Limitive Liability, not less than 100% of the aggregate replacement value of the property, (iii) coverage for loss of maintenance assessments from Lot Owners forced to vacate because of fire or other insured against casualty, (iv) waiver of any right to claim by way of subrogation against individual Lot Owners and the members of their households and families, the Association, the officers and directors of the Association, and the managing agent, if any, for the Association, (v) that the insurance purchased by the Board of Directors shall be deemed primary coverage and any policies obtained by individual Lot Owners or mortgagees shall be deemed excess coverage and that the insurance obtained by the Board of Directors shall in no event be brought into "contribution" with insurance purchased by individual Lot Owners or mortgagees, (vi) a provision that the policy cannot be cancelled, invalidated or suspended because of the act or neglect of someone over whom the insured has no control, (vii) a provision that the policy may not be cancelled

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(including cancellation for non-payment of premium), substantially modified, invalidated or suspended, without at least 30 days' prior written notice to all of the insureds (10 days notice for non-payment of premium), including all mortgagees of Lots reported to the insurance carrier or its agent, and (viii) a provision that adjustment of loss shall be made by the Board of Directors.

Prior to obtaining any new fire and casualty insurance policy, the Board of Directors shall obtain a valuation from an insurance company or from such other source as the Board of Directors shall determine to be acceptable as to the full replacement value (without deduction for depreciation) of the improvements on the Property (exclusive of land and foundations) for the purpose of determining the amount of fire and casualty insurance to be effected pursuant to this Section.

Flood Insurance. If any portion of the Property is located in an area identified by the Federal Secretary of Housing and Urban Development as having special flood hazards, the Board of Directors shall obtain, if available, a policy of flood insurance covering the Units and other insurable improvements on the Property or portion thereof located entirely or partially in the flood hazard area. Such coverage shall be the maximum coverage available under the National Flood Insurance Program or 100% of the current replacement cost of all such Units and other insurable property, whichever is less.

The proceeds of all policies of physical damage insurance, if $60,000.00 or less, shall be payable to the Association, and if $60,000.00 or more, to an insurance trustee (bank, trust company or law firm) selected by the Board of Directors of t~ Association to be applied for the purpose of repairing, restoring or rebuilding unless otherwise determined by the Lot Owners pursuant to Section 9.02 of this Declaration. This $60,000.00 limitation shall increase automatically by 5% each calendar year after the year in which this Declaration is recorded and may be further raised or lowered from time to time upon approval of not less than two-thirds (2/3) of the entire Board of Directors. All fees and disbursements of the insurance trustee shall be paid by the Association and shall be a common expense of all Lot Owners.

The policy shall contain the standard mortgagee clause in favor of mortgagees which shall provide that any loss shall be payable to a mortgagee as its

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interest shall appear; subject, however, to the loss payment provisions in favor of the Board of Directors. The obligation to restore or reconstruct after damage due to fire or other insured peril supersedes the customary right of a mortgagee to have the proceeds of insurance coverage applied to the mortgage indebtedness.

The interest of the Association, each Lot Owner and such Lot Owner's known mortgagee shall be acknowledged on the policy, as their interests may appear. Each Lot Owner and such Owner's known mortgagee shall receive, at the time of purchase and at the time a new policy is obtained or an existing policy renewed, a certificate evidencing proof of insurance coverage.

Duplicate originals of the policy, all renewals thereof, and any certificates or endorsements to the policy, together with proof of payment of premiums, shall be furnished by the Board of Directors to all mortgagees of Lots requesting the same for a reasonable charge.

2.Liability. The liability insurance shall cover the directors and officers of the Association, the managing agent, if any, and all Lot Owners, but not the liability of Lot Owners arising from occurrences within such Owner's Unit or on such Owner's Lot. The policy shall include the following endorsements: (i) comprehensive general liability including bodily injury, property damage and personal injury, (libel, slander, false arrest and invasion of privacy), (ii) medical payments, (iii) cross liability under which the rights of a named insured under the policy shall not be prejudiced with respect to such insured's action against another named insured, (iv) "severability of interest" precluding the insurer from denying coverage to a Lot Owner because of negligent acts of the Association or any other Lot Owner, (v) contractual liability, (vi) host liquor liability coverage with respect to events sponsored by the Association, and (vii) deletion of the normal products exclusion with respect to events sponsored by the Association.

Coverage may not be cancelled or suspended (including cancellation for nonpayment of premium) or substantially modified without at least 30 days' prior written notice to the insureds (10 days for non-payment of premium), including all known mortgagees of Units or Lots as shown on the records of the Association. The Board of Directors shall review such coverage at least once each year.

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Until the first meeting of the Board of Directors after the first annual meeting of Lot Owners, this public liability insurance shall be in a combined single limit of $ 1,000,000.00 covering all claims for bodily injury and property damage arising out of a single occurrence.

3.Directors' and Officers' Liability. The directors' and officers' liability insurance shall cover the "wrongful" acts of a director or officer of the Association. The policy shall be on a "claims made" and shall include all prior officers and members of the Board of Directors, and any deductible provision shall apply only to each claim. The policy shall provide for "participation" by the Association or by the officers or directors of the Association only to the minimum extent permitted by law or applicable government regulations.

4.Fidelity Bond. The fidelity bond shall cover all directors, officers and employees of the Association and the Association's managing agent, if any, who handle Association funds. The bond shall name the Association as obligee and be in an amount not less than a sum equal to three (3) months' aggregate assessments on all Lots, plus the amount of reserves and other funds on hand. It shall contain waivers of any defense based on the exclusion of persons who serve without compensation from any definition of "employee" or similar expression, and shall provide that the bond may not be cancelled or substantially modified (including cancellation for non-payment of premium) without at least 30 days' prior written notice to the Association (10 days notice for non-payment of premium) and to all institutional first mortgagees of Lots whose names appear on the records of the Association.

The Board of Directors shall, at the request of any Lot Owner, Lot mortgagee, or prospective Lot Owner or Lot mortgagee, increase the amount of such bond to meet the reasonable requirements of any existing or proposed holder or insurer of any mortgage made or to be made on any Lot.

5.Workers' Compensation. To the extent deemed reasonable and necessary by the Board of Directors, workers' compensation insurance shall be obtained. Such insurance shall cover any employees of the Association, as well as any other person performing work on behalf of the Association.

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Other Insurance. The Board of Directors may also obtain such other insurance as it shall deem necessary or desirable from time to time including "umbrella" catastrophe coverage, and hired and non-owned vehicle coverage.

No Liability for Failure to Obtain Above Coverages. The Board of Directors shall not be liable for failure to obtain any of the coverages required by this Section or for any loss or damage resulting from such failure if such failure is due to the unavailability of such coverages from reputable insurance companies, or if such coverages are so available only at demonstrably unreasonable cost.

Deductible. The deductible, if any, on any insurance policy purchased by the Board of Directors shall be a common expense, provided, however, that the Board of Directors of the Association may assess any deductible amount necessitated by the gross negligence or wantonly malicious act of an Owner against such Owner. With respect to property insurance, the deductible shall apply to each occurrence, not each item of damage. The Association may pay the deductible portion for which such Owner is responsible, and the amount so paid, together with interest and costs of collection (including attorney's fees), shall be a charge and continuing lien upon the Lot involved, shall constitute a personal obligation of such Owner, and shall be collectible in the same manner as Assessments under Article V of this Declaration.

Section 9.02. Restoration or Reconstruction After Fire or Other Casualty. In the event of damage to or destruction of any Unit or Units, insured through insurance obtained by the Board of Directors, as a result of fire or other casualty, the Board of Directors shall notify all mortgagees of such Unit or Units as indicated on the records of the Association and shall arrange for the prompt repair and restoration of the damaged property and the Board of Directors, or the Insurance Trustee, as the case may be, shall disburse the proceeds of all insurance policies to the contractors engaged in such repair and restoration in appropriate progress payments; provided, however, that if three-fourths (3/4) or more of the Units in a building are destroyed or substantially damaged and the Owners of 75% or more of all Lots and of all Lots in the building decide within 90 days after such damage or destruction not to proceed with repair or restoration, the net proceeds of insurance policies, if any, shall be divided among the Owners in proportion to the damage, as determined by the insurer, to their insured

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property in relation to the total damage (including demolition) to all the insured property, provided, however, that no payment shall be made to a Lot Owner until there has first been paid off out of such Owner's share of such funds all liens on such Owner's Lot. In the event that insurance proceeds are, for any reason, insufficient to pay all of the costs of restoring or repairing the property to the same condition as formerly existed, the Board of Directors shall levy a special assessment to make up the deficiency against the Lot Owners of the damaged property, which special assessment shall be levied in proportion to the damage, as determined by the insurer, to their insured property in relation to the total damage to all the insured property.

In the event of damage to or destruction of any common property or facility of the Association, insured through insurance obtained by the Board of Directors, as a result of fire or other casualty, the Board of Directors shall (i) promptly send written notice of such damage or destruction to all institutional first mortgagees whose names appear on the records of the Association and to the insurance trustee, if any, and the Board of Directors or the insurance trustee, as the case may be, shall (ii) arrange for the prompt repair and restoration of the damaged property and (iii) disburse the proceeds of all insurance policies to the contractors engaged in such repair and restoration in appropriate progress payments. In the event that the insurance proceeds exceed the cost of repair and reconstruction of such Association Property, no Lot Owner or any other party shall have priority to receive any portion of such surplus over such Lot Owner's mortgagee.

Section 9.03. Insurance Carried by Unit Owners. Each Unit Owner has the right, at such Owner's expense, to obtain insurance for such Owner's benefit, including (1) fire, casualty and theft coverage for such Owner's personal property, (2) coverage for such Owner's personal liability within such Owner's Unit and on such Owner's Lot and (3) fire and casualty insurance coverage for "improvements and betterments" to such Owner's Unit or Lot which may not be covered by fire and casualty insurance obtained by or through the Association, provided, however, that (i) such policies contain waivers of subrogation, if available, and (ii) the liability of the carriers issuing insurance procured by the Board of Directors shall not be affected or diminished by reason of any such additional insurance carried by the Owner.

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Section 9.04 Right of Mortgagees to Pay and be Reimbursed for Insurance and Property Taxes on Association Property. In the event the Association fails to obtain or maintain fire, casualty and liability insurance for Association Property as required under this Article IX, such insurance may be obtained by one or more mortgagees of Lots, singly or jointly. Such mortgagee or mortgagees shall be owed immediate reimbursement from the Association for any amount expended for such insurance, real property taxes or any other charges with respect to Association Property which are in default and which may become or have become a charge against the Association Property.

ARTICLE X

GENERAL COVENANTS AND RESTRICTIONS

Section 10.01. Advertising and Signs. Except for signs erected by or with the permission of the Sponsor in connection with the initial development, lease or sale of Lots or Units, no additional sign or other advertising device of any nature shall be placed for display to the public view on any Lot or other portion of Property (including temporary signs advertising property for sale or rent) except with the consent of the Board of Directors.

Section 10.02. No Animals, Birds and Insects. Except for one dog or one cat owned by an initial purchaser of a Lot at the time such initial purchaser entered into a contract for the purchase of a Lot, fish, or birds kept in a cage, no animals, birds or insects (including replacements, after demise or disposition of any dog or cat owned by a Lot Owner at the time of entering into the contract for the purchase of such Owner's Lot) shall be kept or maintained on any Lot or other portion of the Property except with the consent of the Board of Directors of the Association which may, from time to time, (i) impose reasonable rules and regulations setting forth the type and number of animals, birds and insects and (ii) prohibit certain types of animals, birds or insects entirely. The Board of Directors of the Association shall have the right to require any Lot Owner (or any tenant of any Owner, or any family member or guest of any Owner or tenant) to dispose of any animal, bird or insect, if, in the opinion of the Board of Directors, acting in its sole discretion, such animal, bird or insect is creating a nuisance because, e.g., the

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Lot Owner does not clean up after the animal, the animal is too noisy, or the animal is not properly controlled.

Section 10.03. Protective Screening and Fences. Any screen, planting, fence enclosures or walls initially placed on a Lot or other portion of the Property shall not be removed or replaced with other than a similar type of planting, fence or wall except with the permission of the Board of Directors. Except for the foregoing, no fence, wall, or screen planting of any kind shall be planted, installed or erected upon said Lot or other portion of the Property unless approved by the Board of Directors. Not-withstanding the foregoing, no fence, wall or screen planting shall be maintained so as to obstruct sight lines for vehicular traffic.

Section 10.04. Garbage and Refuse Disposal. Except for building materials during the course of construction or repair of any approved improvements, no lumber, metals, bulk materials, rubbish, refuse, garbage, trash or other waste material (all of which are referred to hereinafter as "Trash") shall be kept, stored, or allowed to accumulate, outdoors on any portion of the Property, except in sanitary containers and screened from adjacent and surrounding property. Such containers may be placed in the open within 24 hours of a scheduled pick-up, at such place on the Lot or other portion of the Property designated by the Board of Directors, so as to provide access to persons making such pick-up. The Board of Directors may, in its discretion, adopt and promulgate reasonable rules and regulations relating to size, shape, color and type of containers permitted and the manner of storage of the same on any portion of the Property. All facilities for the storage or disposal of trash, shall be kept in a clean and sanitary condition.

Section 10.05. No Above Surface Utilities Without Approval. No facilities, including without limitation, poles and wires for the transmission of electricity or telephone messages, and water, gas, sanitary and storm sewer drainage pipes and conduits shall be placed or maintained above the surface of the ground on any portion of the Property without the prior written approval of the Association's Board of Directors.

Section 10.06. No Noxious or Offensive Activities. No noxious or offensive activity shall be carried out upon any portion of the Property, nor shall anything be done

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thereon that may be or become a nuisance or annoyance in the area or to the residents or Lot Owners thereof. The emission of smoke, soot, fly ash, dust, fumes, herbicides, insecticides, and other types of air pollution or radioactive emissions or electro-magnetic radiation disturbances, shall be controlled so as not to (i) be detrimental to or endanger the public health, safety, comfort or welfare, (ii) be injurious to property, vegetation or animals, (iii) adversely affect property values or otherwise produce a public nuisance or hazard or (iv) violate any applicable zoning regulation or other governmental law, ordinance or code.

Section 10.07. Dwelling in Other Than Residential Units. No temporary building, trailer, basement, tent, shack, barn, outbuilding, shed, garage, or building in the course of construction or other temporary structure shall be used, temporarily or permanently, as a dwelling on any Lot or other portion of the Property except with the consent of the Board of Directors of the Association.

Section 10.08. No Television and Communication Antennas. No outside television, radio, "C.B." or other communication antenna shall be erected on any Lot or other portion of the Property except with the consent of the Association's Board of Directors.

Section 10.09. Trees and Other Natural Features. After the transfer of title by the Sponsor to a Lot or other portion of the Property no trees shall be removed from any such transferred Lot or other portion of the Property except with the permission of the Association's Board of Directors. The Association's Board of Directors in its discretion, may adopt and promulgate rules and regulations regarding the preservation of trees and other natural resources and wildlife upon the Property.

Section 10.10. Residential Use Only. Except as provided in Section 10.11 below, the Property shall be used only for residential purposes and purposes incidental and accessory thereto except that, prior to transfer of title by the Sponsor to all of the Property, the Sponsor may use one or more Lots or other portions of the Property for model homes and/or a real estate office.

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Section 10.1 I. No Commercial and Professional Activity on Property. No wholesale or retail business, including any salon, studio, laboratory, home industry or Property without the consent of the Board of Directors, except (i) by the Sponsor in conjunction with the initial construction, development, lease and sale of Lots and Units and (ii) the conducting of business by telephone. This restriction is not intended to preclude the operation of an in-home office for purposes other than those set forth above.

Section 10.12. No Outdoor Repair Work. With respect to a Lot or other portion of the Property to which title has been transferred by the Sponsor, no extensive work on any motor vehicles, boats or machines of any kind shall be permitted outdoors on such Lot or portion thereof, except with the consent of the Association's Board of Directors.

Section 10.13. No Oversized, Commercial, Recreational, or Unlicensed Vehicles, Camper Bodies, Boats or Trailers. Unless used in connection with the construction or sale of Lots and Buildings by the Sponsor, or maintenance of the Property, or unless garaged or otherwise consented to by the Board of Directors of the Association, the following shall not be permitted on the Property:

a.oversized vehicles;

b.commercial vehicles;

c.recreational vehicles;

d.unlicensed motor vehicles of any type;

e.camper bodies;

f.boats or trailers.

Section 10.14. No Clotheslines. No outdoor drying or airing of any clothing or bedding shall be permitted within the Property unless authorized by the Association's Board of Directors.

Section 10.15. Lease of Entire Unit Only. An Owner shall not lease any portion of a Unit (other than the entire Unit).

Section 10.16. Initial Lease Term of Unit. No lease of a Unit shall be for an initial term of less than six (6) months.

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Section 10.17. No Operation of Snowmobiles, Motorcycles, All Terrain Vehicles or Similar Motor Vehicles. The operation of snowmobiles, motorcycles, all terrain vehicles or similar vehicles is prohibited within the Property unless authorized by the Association's Board of Directors.

ARTICLE XI

ENFORCEMENT, AMENDMENT AND DURATION OF DECLARATION

Section 11.01. Declaration Runs With the Land. Each person or entity acquiring an interest in a Lot or other portion of the Property or otherwise occupying any portion of the Property (whether or not the deed, lease or any other instrument incorporates or refers to the Declaration) covenants and agrees for him, her, or itself, and for his, her or its heirs, successors and assigns, to observe, perform and be bound by the provisions of the Declaration including personal responsibility for the payment of all charges that may become liens against his, her or its property and which become due while he, she or it is the Owner thereof, and also covenants to incorporate this Declaration by reference in any deed, lease or other instrument further transferring an interest in such Lot or other portion of the Property.

Section 11.02. Enforceability.

a.Actions at Law or Suits in Equity. The provisions of the Declaration shall bind the Property and shall be construed as running with the land and shall inure to the benefit of and be enforceable by the Sponsor and the Association (being hereby deemed the agent for all of the Owners), and by any member or Owner, their respective legal representatives, heirs, successors and assigns, by actions at law or by suits in equity. As it may be impossible to measure monetarily the damages which may accrue to the beneficiaries hereof by reason of a violation of the Declaration, any beneficiary hereof shall be entitled to relief by way of injunction or specific performance, as well as any other relief available at law or in equity, to enforce the provisions hereof.

b.Penalties and Fines. In addition or as an alternative to an action at law or suit in equity, the Board of Directors of the Association may, with respect to any violation of this Declaration or of the By-Laws or of the rules and regulations of the Association or any committee of the Association, and after affording

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the alleged violator a reasonable opportunity to appear and be heard, establish monetary and non-monetary penalties, the amount and/or severity of which shall be reasonably related to the violation and to the aim of deterring similar future violations by the same or any other person. Monetary penalties imposed against a Lot Owner or Unit occupant shall be deemed a Special Assessment against the Lot of such Owner or on which the Unit occupied by such occupant is located and, as such, shall be a charge and continuing lien upon such Lot, shall constitute a personal obligation of the Lot Owner, and shall be collectible in the same manner as Assessments under Article V of this Declaration.

Section 11.03. No Waiver by Failure to Enforce. The failure of any beneficiary hereof to enforce any provision of the Declaration shall in no event be construed as a waiver of the right by that beneficiary or any other to do so thereafter, as to the same or a similar violation occurring prior or subsequent thereto. No liability shall attach to the Sponsor, the Association (or any officer, director, employee, member, agent, committee or committee member) or to any other person or organization for failure to enforce the provisions of the Declaration.

Section 11.04. Obligation and Lien for Cost of Enforcement by Association. If the Association or any other party successfully brings an action to extinguish a violation or otherwise enforce the provisions of the Declaration, or the rules and regulations promulgated hereto, the costs of such action, including legal fees, shall become a binding, personal obligation of the violator. If such violator is (1) the Lot Owner, or (2) any family member, tenant, guest or invitee of the Lot Owner, or (3) a family member or guest or invitee of the tenant of the Lot Owner, or (4) a guest or invitee of (i) any member of such Lot Owner's family or (ii) any family member of the tenant of such Owner, such costs shall also be a lien upon the Lot owned by such Owner.

Section 11.05. Inspection and Entry Rights. Any agent of the Association may at any reasonable time or times, upon not less than 24 hours notice to the Lot Owner, enter upon the Lot of such Owner to inspect the improvements thereon for the purpose of ascertaining whether the maintenance, construction or alteration of structures or other improvements thereon comply with the Declaration, or with rules and regulations issued pursuant hereto. Neither the Association nor any such agent shall be deemed to have committed a trespass or other wrongful act by reason of such entry or inspection.

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In addition to the above, if the Board of Directors determines that it is necessary to trim, cut or prune any tree, hedge or other planting because its location, the height to which, or the manner in which it has been permitted to grow, is unsightly, detrimental or potentially detrimental to persons or property or obscures the view of street traffic or is otherwise in violation of this Declaration, the Association shall notify the Owner of the Lot or other portion of the Property who shall be obliged to remedy the violation. If the Owner fails to remedy the violation within 30 days after such notice is given, then the Association may take such remedial action at the expense of the Owner.

Section 11.06. Notification to Association of Mortgagees and Default Notices to be Sent to Mortgagees. The Association shall be notified by each Lot Owner or such Lot Owner's mortgagee of the name and address of the mortgagee of any mortgage on such Owner's Lot. Upon receipt of such notice, the Association shall thereafter provide such mortgagee with a duplicate copy of any notice of default sent to such Owner with regard to the violation, by such Owner, of any provision of this Declaration.

Section 11.07. Amending Declaration. The Sponsor, during the time it shall own any of the lands described in Schedule A to this Declaration, may make amendments to this Declaration to correct omissions or errors, which amendments shall not adversely modify substantial rights of any Owner without such Owner's written consent.

Except as otherwise specifically provided for in this Declaration, including Sections 2.02, 3.10, 4.05, 5.06, and the above portion of this Section 11.07, the Board of Directors on its own initiative, or pursuant to a written petition signed by Owners of not less than 25 percent of the Lots owned by persons independent of the Sponsor, may propose an amendment to the Declaration.

The Board of Directors shall hold a Hearing in accordance with Section 4.07 herein for the purpose of considering such proposed amendment. Notice shall be given as required by Section 4.07.

43Declaration

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The date or initial date for the canvass of the vote on the proposed amendment shall be not less than 30 nor more than 45 days after the Hearing. Notice of such vote, containing the date, time and place of the canvass thereof and a copy of the proposed amendment, with such chances as the Board of Directors shall have made as a result of the written and oral comments received at the Hearing, and a form of ballot shall be mailed or delivered by the Board of Directors to all Owners not less than 14 days prior to the date or initial date set for the canvass thereof.

The affirmative vote of Owners of 67% or more of the total number of Lots shall be required for approval of a proposed amendment; provided, however, that so long as the Sponsor holds title to any lands covered by this Declaration, the written consent of the Sponsor will be required for any amendment which adversely affects a substantial interest or right of the Sponsor, which consent must not be unreasonably withheld.

In addition to the approval of the Lot Owners and Sponsor as provided for herein, no amendment which substantially affects the interest of any lending institution shall be effective if lending institutions which together are first mortgagees on 51% or more of the Lots advise the Association in writing, prior to the date or initial date set for voting on the proposed amendment, that they are opposed to such amendment, which opposition must not be unreasonable. Written notice of any proposed amendment which substantially affects the interest of any lending institution first mortgagee shall be sent to all such lending institution first mortgagees whose names appear on the records of the Association at least 30 days prior to the date or initial date set for voting on the proposed amendment.

No amendment shall terminate, extinguish or adversely modify any easement granted in this Declaration which benefits Lots or Units except with respect to those Lots or Units whose owners specifically consent in writing to such termination, extinguishment or modification, except as provided in Section 11.10 of this Declaration.

Section 11.08. Owner Responsible for Tenants. Any lease of a Unit shall provide and specify in writing within the lease specific reference to the "Declaration" and that the tenant shall comply in all respects with the terms of the Declaration, By-Laws, and rules and regulations, if any, of the Association. If a tenant is in violation of such Declaration, By-Laws or rules and regulations, the Board of Directors shall so

Declaration44

92

notify the Owner of the Unit which such tenant occupies in writing by certified mail, return receipt requested. If the violation is not cured or eviction proceedings are not commenced against the tenant within 14 days after the Owner has received notice of such violation, and diligently pursued thereafter, the Board of Directors may pursue any remedies which it may have pursuant to Section 11.02 of this Declaration.

Section 11.09. When Amendment or Termination Becomes Effective. Any amendment or termination of this Declaration shall not become effective until the instrument evidencing such change has been duly recorded in the office of the Clerk of the County of Erie. Such instrument need not contain the written consent of the required number of Owners but shall contain a certification by the Board of Directors of the Association that the consents required for such amendment have been received and filed with the Board.

Section 11.10. Duration. Except as otherwise provided herein, this Declaration shall continue with full force and effect perpetually unless terminated by affirmative vote of not less than 80% of the total number of Lot Owners after a Hearing is held in accordance with Section 4.07 of this Declaration.

The date or initial date for the canvass of the vote on any proposed termination shall be not less than 30 nor more than 45 days after the Hearing. Notice of such vote, containing the date, duration, time and place of the canvass thereof, and a form of ballot, shall be mailed or delivered to all Lot Owners not less than 14 days prior to the date of or initial date set for the canvass thereof.

Any approved termination to the Declaration shall become effective only when an instrument describing such termination has been duly recorded in the Office of the Clerk of the County of Erie and upon such recording shall be binding from the date of such recording on all of the Property unless otherwise specifically provided in such termination. Such instrument need not contain the written consent of the required number of Lot Owners but shall contain a certification by the Board of Directors that the consents required for such termination have been received and filed by the Board.

Section 11.11. Construction and Interpretation. The Association shall have the right to construe and interpret the provisions of this Declaration and, in the absence

45Declaration

93

of adjudication by a court of competent jurisdiction to the contrary, its construction or interpretation shall be final and binding as to all persons or property benefited or bound by the provisions hereof.

Any conflict in construction or interpretation between the Association and any other person or entity entitled to enforce the provisions hereof shall be resolved in favor of the construction or interpretation of the Association. The Association may adopt and promulgate reasonable rules and regulations regarding the administration, interpretation and enforcement of the provisions of this Declaration. In so adopting and promulgating such rules and regulations, and in making any finding, determination, ruling or order or in carrying out any directive contained herein relating to the issuance of permits, authorizations, approvals, rules or regulations, the Association shall take into consideration the best interests of the Owners and residents of the Property for the purpose of preserving and maintaining the Property as a high quality community.

In granting any permit, authorization, or approval, as herein provided, the Association may impose any conditions or limitations thereon as it shall deem advisable under the circumstances in each case in light of the considerations set forth in the immediately preceding paragraph hereof.

Section 11.12. Conflict with Municipal Laws. The protective covenants, conditions and restrictions set forth herein shall not be taken as permitting any action or thing prohibited by the applicable zoning laws, or the laws, ordinances, rules or regulations of any governmental authority, or by specific restrictions imposed by any deed or lease.

Section 11.13. Change of Conditions. No change of conditions or circumstances shall operate to amend any of the provisions of this Declaration, and the same may be amended only in the manner provided herein.

Section 11.14. Invalidity of Agreement or Declaration. The determination by any court that any provision hereof is unenforceable, invalid or void shall not affect the enforceability or validity of any other provision hereof.

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ARTICLE XII

GENERAL

Section 12.01. Headings and Captions. The headings and captions contained in this Declaration are for convenience only and shall not affect the meaning or interpretation of the content thereof.

Section 12.02. Right Reserved to Sponsor to Impose Additional Protective Covenants. The Sponsor reserves the right to record additional protective covenants and restrictions prior to the conveyance of any lands encumbered by this Declaration.

Section 12.03. Notice. Any notice required to be sent to the Sponsor or to any Owner or mortgagee under the provisions of this Declaration shall be deemed to have been properly sent when mailed, postage prepaid, to the last known address of the person or entity appearing as the Sponsor, Owner or mortgagee on the records of the Association at the time of such mailing.

Section 12.04. Right of Association to Transfer Interest. Notwithstanding any other provision herein to the contrary, the Association and its successors, shall at all times have the absolute right to fully transfer, convey and assign its right, title and interest under this Declaration to any successor not-for-profit corporation or trust and, upon such assignment, the successor corporation or trust shall have all the rights and be subject to all the duties of said Association as set forth in this Declaration and shall be deemed to have agreed to be bound by all provisions hereof, to the same extent as if the successor corporation or trust had been an original party, and all references herein to the Board of Directors shall refer to the board of directors (or trustees) of such successor corporation or trust. Any such assignment shall be accepted by the successor corporation or trust under a written agreement pursuant to which the successor corporation or trust expressly assumes all the duties and obligations of the Association. If, for any reason, the Association shall cease to exist without having first assigned its rights hereunder to a successor corporation or trust, the covenants, easements, charges and liens imposed hereunder shall nevertheless continue and any Lot Owner may petition the court of competent jurisdiction to appoint a trustee for the purpose of organizing a not-for-profit corporation or trust to take over the duties and responsibility of the entity to exist,

47Declaration

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subject to the conditions provided for herein with respect to an assignment and delegation to a successor corporation or trust.

Section 12.05. Right of Association to Transfer Functions. Unless otherwise specifically prohibited herein or within the Certificate of Incorporation or By-Laws of the Association, any and all functions of the Association shall be fully transferable in whole or in part to any other homeowners' or residents' association or similar entity.

WOODPOINTE AT HOPKINS ROAD, LTD.WOODPOINTE ASSOCIATION, INC.

By___________________________By_______________________________

STATE OF NEW YORK)

)SS.:

COUNTY OF ERIE)

On this ___ day of ______, 1991, before me personally came ____________, to me personally known, who, being by me duly sworn, did depose and say that he resides in _______________ that he is the ___________ of WOODPOINTE AT HOPKINS ROAD, LTD., the corporation described in, and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation and that he signed his name thereto by like order.

STATE OF NEW YORK)

)SS.:

COUNTY OF ERIE)

On this ___ day of _____, 1991, before me personally came ___________, to me personally known, who, being by me duly sworn, did depose and say that he resides in _________________ that he is the _________ of WOODPOINTE ASSOCIATES, INC., the corporation described in, and which executed the above instrument; that said corporation has no seal, never having adopted any seal, and that the foregoing instrument was executed without corporate seal by order of the Board of Directors of said corporation and that he signed his name thereto by like order.

__________________________________

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96

SCHEDULE A

All that tract or parcel of land situate in the Town of Amherst, County of Erie and State of New York, being part of Lot No. 48, Township 12, Range 7 of the Holland Land Company's Survey, described as follows:

Beginning at a point on the easterly line of Hopkins Road (said Road being sixty-six (66.0) feet wide) distant four hundred twenty-four and one hundredths (424.01) feet as measured along the easterly line of Hopkins Road from the intersection of the northerly line of Sheridan Drive (said Road being sixty-six (66.0) feet wide: thence northerly along the easterly line of Hopkins Road a distance of two hundred ten and eighty-one hundredths (210.81) feet: thence easterly and parallel to the northerly line of Sheridan Drive a distance cf four hundred ninety-five and sixty-four hundredths (495.64) feet: thence southerly and parallel to the easterly line of Hopkins Road a distance of four hundred fifty-seven and eighty-two hundredths (457.82) feet: thence westerly and parallel to the northerly line of Sheridan Drive, a distance of two hundred ten (210) feet: thence northerly and parallel to the east line of Hopkins Road a distance of two hundred forty-seven (247) feet: thence westerly and parallel to the northerly line of Sheridan Drive a distance of two hundred eighty-seven and sixteen hundredths (287.16) feet to the place of beginning.

49Declaration

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CERTIFICATE OF INCORPORATION

OF

WOODPOINTE ASSOCIATION, INC

.

Under Section 402 of the Not-for-Profit Corporation Law

THE UNDERSIGNED, being the sole incorporator, for the purpose of forming a corporation 'under Section 402 of the Not-for-Profit Corporation Law of the State of New York, hereby certifies:

FIRST:The name of the Corporation is Woodpointe Association, Inc. (hereinafter referred to as the "Corporation");

SECOND:The Corporation is a corporation as defined in subparagraph (a) (5) of Section 102 of the Not-for-Profit Corporation Law. The purposes for which the corporation is formed is to provide for the maintenance, preservation and architectural control of the community facilities and common areas of the residential community known as Woodpointe, and to insure the enjoyment of rights, privileges and easements with respect thereto for the benefit of those persons who own or occupy certain dwelling units in such community which is located in the Town of Amherst, County of Erie and State of New York, commonly known as Woodpointe which lands are hereinafter referred to as the "Property".

THIRD:In furtherance of the purposes of the Corporation and in addition to the powers provided for by law, the Corporation shall have the power:

98

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(a)to purchase, lease, hire, receive donations of, or otherwise acquire, hold, own, develop, improve, maintain, and operate, and to aid and subscribe toward the acquisition, development or improvement of, real and personal property, and rights and privileges therein, suitable or convenient for any of the purposes of the Corporation;

(b)to make contracts, incur liabilities and borrow money and issue bonds, notes and other obligations and secure the same (i) by the mortgage of all or any part of the property, franchises and income of the Corporation and/or (ii) by the charges imposed on the property of others and the liens on such property, and to guarantee the obligation of others in which it may be interested in furtherance of the purposes of the Corporation;

(c)to lease, sell or donate to the State of New York, the County of Erie or Town of Amherst or any agency, subdivision, authority or instrumentality of said State, County or Town or to any condominium or homeowners' association or to any civic or other non-profit organization any of the property or facilities acquired or constructed by the Corporation when in the opinion of the Board of Directors such leasing, sale or donation is desirable for and beneficial to the social welfare of the members of the Corporation, upon such terms and conditions as the Board of Directors may deem acceptable;

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(d)to undertake and prepare or cause to be prepared, studies and plans (for submission to any public authority or for its own use) which relate to any phase or aspect of the physical, social or cultural development of those who reside on the Property and to create, or cause to be created, facilities, boards, councils, associations and the like for the supervision and implementation thereof;

(e)to fix, levy, collect and enforce payment by any lawful means all charges or assessments for the use of the facilities or, for the services rendered by the Corporation, not for profit, but for the purpose of providing for the payment of the expenses of the Corporation, the cost of the construction, improvement, repair, equipping, furnishing, maintenance and operation of its facilities, the cost of its services and the principal and interest on its obligations;

(f)to solicit, receive and accept donations of money or property or an interest in property from the State of New York, the County of Erie or any subdivision of either, the Federal government or any agency or instrumentality thereof, or from any person;

(g)to raise money for any particular facility or service which the Corporation proposes to provide by means of a special assessment within the Property generally or of a part or parts thereof to be specially benefitted thereby and to condition the providing of such facility or service upon the voluntary 100

- 4 -

payment of all or a specified percentage of the aggregate amount of such assessment;

(h)to enforce any protective covenant or restriction, and any other covenant or obligation for the payment of any charges, assessments or fees, not for profit, but for the purpose of providing for the payment of the expenses of the Corporation, the cost of construction, improvement, repair, equipping, furnishing, maintenance and operation of its facilities, the cost of the services, and the principal and interest on its obligations and to create any facilities, boards or associations, deemed to be convenient by the Board of Directors for such enforcement;

(i)to have and exercise, to the extent necessary or desirable for the accomplishment of the aforesaid purposes and to the extent they are not inconsistent with the purpose of this Corporation, any and all powers conferred upon corporations of similar character by the laws of the State of New York.

FOURTH:This Corporation is a "Type A" Not-for-Profit Corporation as defined under Section 201 of the Not-for-Profit Corporation Law of the State of New York.

FIFTH:The office of the Corporation shall be located in the County of Erie and State of New York.

SIXTH:The management of the affairs of the Corporation shall be vested in the Board of Directors of not less than three (3) Directors; the exact number of Directors to be established by the By-Laws of the Corporation.

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SEVENTH:The names and addresses of the initial members of the Board of Directors of the Association are:

EIGHTH:The Secretary of State is designated as the agent of the Corporation upon whom process against it may be served. The post office address to which the Secretary of the State of New York shall mail a copy of any process against it served upon him is: Phillips, Lytle, Hitchcock, Blaine amp; Huber, 3400 Marine Midland Center, Buffalo, New York 14203.

IN WITNESS WHEREOF, I have signed this Certificate of Incorporation and hereby affirm the same to be true under the penalties of perjury this ______ day of July, 1990.

_____________________________

Ronald S. Shubert, Incorporator

3400 Marine Midland Center

Buffalo, New York 14203

JSKfy

JSK1984-0

*current Director is Joseph S. Puddu in place

of Leonard Silver

103

BY-LAWS

OF

WOODPOINTE ASSOCIATION, INC.

NAME:Woodpointe Association, Inc.

SPONSOR:Woodpointe at Hopkins Road, Ltd.

DATED:______________________

PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER

3400 Marine Midland Center

Buffalo, New York 14203

104

By-LAWS OF

WOODPOINTE ASSOCIATION, INC.

TABLE OF CONTENTS

 

ARTICLE I	NAME AND LOCATION	1
Section 1.01	Name and Location	1
ARTICLE II.	DEFINITIONS	1
Section2.01	Declaration	1
Section2.02	Lot	1
Section2.03	Member	1
Section2.04	Lot Owner	1
Section2.05	Property	1
Section2.06	Sponsor	2
Section2.07	Unit	2
ARTICLE III.	MEMBERS	2
Section3.01	Membership in the Association	2
Section3.02	Right of Sponsor to Assign	2
Section3.03	Voting Rights	2
Section3.04	Voting Regulations	2
Section3.05	Corporate Members	3
Section3.06	Joint or Common Ownership	3
Section3.07	Absentee Ballots and Proxy Voting	3
ARTICLE IV.	MEETINGS OF MEMBERS	3
Section4.01	First Meeting and Annual Meeting	3
Section4.02	Special Meetings	4
Section4.03	Notice of Meetings	4
Section4.04	Quorum	4
Section4.05	Waiver and Consent	5
Section4.06	Actions Without a Meeting	5
Section4.07	Appointment of Inspectors of Election	5
Section4.08	Duties of Inspectors of Election	5
Section4.09	Order of Business at Meeting	6
ARTICLE V.	BOARD OF DIRECTORS	6
Section5.01	Number and Qualification of Directors	6
Section5.02	Nominations	6
Section5.03	Election and Term	7
Section5.04	Vacancies	8
Section5.05	Removal of Members of Board of Directors	9
105
Section5.06	Compensation	9
Section5.07	Organizational Meetings	9
Section5.08	Regular Meetings	9
Section5.09	Special Meetings	9
Section5.10	Quorum and Voting	10
Section5.11	Action without a Meeting	10
Section5.12	Regulations	10
Section5.13	Powers and Duties	10
Section5.14	Managing Agent and Manager	12
ARTICLE VI.	OFFICERS	13
Section6.01	Officers	13
Section6.02	Election and Appointment of Officers	13
Section6.03	Term and Vacancies	13
Section6.04	Removal of Officers	13
Section6.05	President	13
Section6.06	Vice President	14
Section6.07	Secretary	14
Section6.08	Treasurer	14
Section6.09	Other Officers	14
Section6.10	Delegation of Authority and Duties; Control of Officers	14
Section6.11	Fidelity Bonds	14
ARTICLE VII.	COMMITTEES	15
Section7.01	Committees of Directors	15
Section7.02	Committees of Lot Owners	15
Section7.03	Rules and Records	15
ARTICLE VIII.	FINANCE AND RECORDS	15
Section8.01	Checks	15
Section8.02	Fiscal Year	15
Section8.03	Annual Reports	16
Section8.04	Record Keeping	16
Section8.05	Separate Account for Capital Reserve Funds	16
Section8.06	Books, Records and Legal Documents	16
ARTICLE IX.	GENERAL POWERS OF THE ASSOCIATION	17
Section9.01	Common Expenses	17
Section9.02	No Active Business to be Conducted for Profit	19
Section9.03	Miscellaneous Income	19
Section9.04	Special Services	19
Section9.05	Delegation of Duties	19
Section9.06	Acquisition, Lease, Sale or Exchange of Real Property	19
ii
106
ARTICLE X.	CORPORATE SEAL OPTIONAL	20
Section 10.01	Corporate Seal Optional	20
ARTICLE XI.	AMENDMENTS	20
Section11.01	Alteration, Repeal or Amendment	20
Section11.02	Form of Amendment Proposals	21
Section11.03	Nonmaterial Errors or Omissions	21
Section11.04	Effective Date of Amendment	21
ARTICLE XII.	MISCELLANEOUS	21
Section12.01	Notices	21
Section12.02	Conflict with Certificate of Incorporation or with Declaration	22
Section12.03	No Waiver for Failure to Enforce	22
Section12.04	Gender	22
Section12.05	Captions	22
Section12.06	Severability	22

iii
107
BY-LAWS
OF
WOODPOINTE ASSOCIATION, INC.

ARTICLE I

NAME AND LOCATION

Section 1.01. Name and Location. The name of the corporation is the Woodpointe Association, Inc. hereinafter referred to as the "Association". The principal office of the corporation shall be located in the Town of Amherst, County of Erie and State of New York.

ARTICLE II

DEFINITIONS

As used in these By-Laws, the following terms shall be defined as:

Section 2.01. Declaration. The document entitled "Declaration of Protective Covenants, Restrictions, Easements, Charges and Liens - Woodpointe imposed by the Sponsor on the "Property," as defined below, as it may from time to time be supplemented or amended in the manner provided for in said Declaration.

Section 2.02. Lot. Any portion of the Property under the scope of the Declaration (with the exception of Association Property as defined in the Declaration) and (i) identified as a separate parcel on the tax records of the Town of Amherst or (ii) shown as a separate lot on any recorded or filed subdivision map.

Section 2.03. Member. The Owner of a Lot or Unit subject to the Declaration whether the holder of record title of the fee interest in the Lot or Unit or the record holder of any leasehold estate, whether or not such holder actually resides on the part of the Property.

Section 7.04. Lot Owner. The holder of record title, whether one or more persons or entities, of the fee interest in any Lot or Unit, whether or not such holder actually resides in such Unit or on such Lot.

Section 2.05. Property. All lands which are subject to the Declaration and improvements thereon.

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Section 2.06. Sponsor. Woodpointe at Hopkins Road, Ltd., its successors and assigns.

Section 2.07. Unit. Any residential or dwelling Unit on the Property or any dwelling unit (as evidenced by issuance of a Certificate of Occupancy issued by the Town of Amherst) which has been occupied as a residence.

ARTICLE III

MEMBERS

Section 3.01. Membership in the Association. The members of the Association shall be only Lot Owners and the Sponsor.

Section 3.02. Right of Sponsor to Assign. The Sponsor may, subject to (i) a duly filed amendment to the offering plan which has been filed with the New York State Department of Law for the offering of interests in the Association together with the Lots and (ii) the written consent of the percentage of Lot Owners as set forth in the Declaration, assign its membership, in the Association to any person, corporation, association, trust or other entity, and such assignee, and any future assignee of such membership, may take successive like assignments. Memberships in the Association shall not otherwise be transferable or assignable.

Section 3.03. Voting Rights. Each Lot Owner shall have one (1) vote except to the extent such right to vote conflicts with the provisions of Sections 4.01 and 5.01 of these By-Laws. Any Lot Owner who is in violation of the Declaration, as determined by the Board of Directors of the Association, shall not be entitled to vote during any period in which such violation continues, provided that in no event may a Lot Owner's voting rights be suspended for nonpayment of assessments.

Section 3.04. Voting Regulations. The Board of Directors of the Association may make such regulations, consistent with the terms of the Declaration, the Certificate of Incorporation, these By-Laws, and the Not-for-Profit Corporation Law of the State of New York, as it deems advisable for any meeting of the Lot Owners, in regard to proof of membership in the Association, evidence of right to vote, the appointment and duties of inspectors of votes, registration of Lot Owners for voting purposes, the establishment of representative voting procedures and such other matters concerning the conduct of meetings and voting as it shall deem appropriate.

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109

Section 3.05. Corporate Members. Any votes of a corporate Lot Owner may be cast by an appropriate officer of such corporation.

Section 3.06. Joint or Common Ownership. If a Lot is owned by more than one person, as joint tenants, tenants by the entirety or as tenants in common, the persons owning such Lot shall reach agreement as to the matter voted upon and cast their vote for their Lot.

Section 3.07. Absentee Ballots and Proxy Voting. On any matter submitted to the Lot Owners for vote, other than the election of Directors of the Association, any Lot Owner entitled to vote may cast a vote without attending the meeting in question by filing a written statement with the Board of Directors prior to the meeting in question, specifying the issue on which the Lot Owner intends to vote and that the Lot Owner votes for or against the same. Lot Owners unable to attend a meeting at which Directors of the Association are to be elected shall be entitled to file an absentee ballot if so provided by the Board of Directors or may vote by a proxy which shall be in writing and shall be filed with the Secretary of the Association.

ARTICLE IV

MEETINGS OF MEMBERS

Section 4.01. First Meeting and Annual Meeting. The first meeting of the Association shall be held not later than 30 days after the Sponsor has transferred title to three (3) Lots, but in no event later than six (6) months from the date of the transfer of the first Lot. The first annual meeting of the Association shall be held between January 15 and March 15 after (i) the Sponsor has transferred title to five (5) Lots or (ii) two (2) years after the recording of the Declaration, whichever first occurs. Thereafter, there shall be an annual meeting of the Lot Owners on the first Saturday of the month in which the first annual meeting was held or on such other date and time and at such place convenient to the Lot Owners as shall be designated by the Board of Directors, which meeting shall be for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. Failure to hold an annual meeting at the designated time shall not, however, invalidate the corporate existence or affect otherwise valid corporate acts. The first meeting of the Association or the first annual meeting of the Association may be called by the Board of Directors and held at any time earlier than the times provided for herein.

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Section 4.02. Special Meetings. Special Meetings of the Lot Owners may ho called at any time by the. President or by the Board of Directors, or at the request in writing of Lot Owners of the Association holding not less than one-third (1/3) of the votes entitled to be cast at the meeting.

Section 4.03. Notice of Meetings. Not less than seven (7) days or more than 60 days before the date of any Annual or Special meeting of Lot Owners, the Association shall give to each Lot Owner entitled to vote at such meeting, written or printed notice stating the time and place of the meeting, and, in the case of a Special Meeting. indicating that it is being issued by or at the direction of the person or persons calling the meeting and the purpose or purposes for which the meeting is called. Such notice shall be delivered either by mail or by presenting it to the Lot Owner personally, or by leaving it at such Lot Owner's residence as shown on the records of the Association. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage paid, addressed to the Lot Owner at his or her post office address as it appears on the records of the Association. Notwithstanding the foregoing provision, a waiver of notice in writing, signed by the person or persons entitled to such notice, whether before or after such meeting is held, or actual attendance at the meeting in person, shall be deemed equivalent to the giving of such notice to such persons. Any meeting of Lot Owners, Annual or Special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement at the meeting at which the adjournment is taken.

Section 4.04. Quorum. Except as may otherwise be provided in these By-Laws, the presence in person or by proxy of Lot Owners having one-half (1/2) of total authorized votes of all Lot Owners shall constitute a quorum at any meeting of Lot Owners. If any meeting of Lot Owners cannot be held because a quorum is not present, a majority of the Lot Owners who are present at such meeting, either in person or by proxy, may, without notice other than announcement to those physically present, adjourn the meeting to a time not less than 48 hours from the time the original meeting was called, and from time to time thereafter, until a quorum shall be present in person or by proxy. The quorum required in each reconvened meeting shall be one-half of the quorum required for the previous meeting. The act of two-thirds (2/3) of the Lot Owners present at a meeting at which a quorum was present shall be the act of the Lot Owners unless the act of a greater or lesser number is required by law, or by the Certificate of Incorporation of the Association, the Declaration or these By-Laws.

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111

Section 4.05. Waiver and Consent. Wherever the vote of the membership is required by law, or by the Certificate of Incorporation of the Association, the Declaration or these By-Laws, to be taken in connection with any action of the Association, the meeting and vote of the membership may be dispensed with if all Lot owners who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such action being taken.

Section 4.06. Actions Without a Meeting. All actions, except removal of a Director, which may be taken at a meeting of the Association, may be taken without a meeting with the approval of, and in a writing or writings signed by Lot Owners having the percentage of voting power required to take such action if it had been taken at a meeting. Such writings shall set forth the action so taken and shall be filed with the Secretary of the Association. A copy of such action when so approved shall be mailed promptly to all Lot Owners.

Section 4.07. Appointment of Inspectors of Election. The Board of Directors may, in advance of any meeting of the Lot Owners, appoint one or more inspectors to act at the meeting or at any adjourned meeting thereof. If inspectors are not so appointed in advance of the meeting, the person presiding at such meeting may, and on the request of any Lot Owner entitled to vote thereat shall, appoint one or more inspectors. In case any inspector appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to faithfully execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. No person who is a candidate for the office of Director of the Association shall act as an inspector at any meeting of the Lot Owners at which Directors are elected. An inspector of elections need not be a member of the Association.

Section 4.08. Duties of Inspectors of Election. Whenever one or more inspectors of election may be appointed as provided in these By-Laws, such inspector or inspectors shall determine the number of Lot Owners entitled to vote, the Lot Owners represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and to do such acts as are proper to conduct the election or vote with fairness to all Lot Owners.

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Section 4.09. Order of Business at meeting. The order of business at all regular meetings of members of the Association shall be as follows:

(1)Calling of meeting to order;

(2)Proof of notice of meeting or waiver of notice;

(3)Reading of minutes of preceding meeting;

(4)Reports of officers;

(5)Reports of committees;

(6)Appointment of inspectors of election;

(7)Election of Directors;

(8)Unfinished and/or old business;

(9)New business;

(10)Adjournment.

ARTICLE V

BOARD OF DIRECTORS

Section 5.01. Number and Qualification of Directors. The business and affairs of the Association shall be managed by the Board of Directors. The Board of Directors shall initially consist of three (3) persons designated by the Sponsor. 'Within 30 days after title has been transferred to three (3) Lots, one of such Directors shall resign and shall be replaced by a person who must be a Lot Owner independent of the Sponsor and who shall be elected to the Board by those Lot Owners independent of the Sponsor. Such elected member shall serve for two (2) years or until the first annual meeting of the Association (See Section 4.01 above), whichever first occurs. A full Board shall be elected by the Lot Owners at the first annual meeting of the Association held pursuant to Section 4.01 of these By-Laws. If the term of the Board member elected by Lot Owners independent of the Sponsor expires prior to the first annual meeting of the Association, the Lot Owners who are independent of the Sponsor shall elect his or her successor. All elected Directors shall be (i) Lot Owners, (ii) spouses of Lot Owners, (iii) members or employees of a partnership Lot Owner, (iv) officers, directors, shareholders, employees or agents of a corporate Lot Owner or (v) designees of the Sponsor.

Section 5.02. Nominations. Nominations for election to the Board of Directors shall be made by a Nominating Committee which shall consist of a chairman, who may or may not be a Director, and two (2) or more other Lot Owners of the Association. Nominations may also be made from the floor at the annual meeting of the

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Association. The members of the Nominating Committee shall be appointed by the Board of Directors at least 30 days prior to each Annual Meeting of the Lot Owners and shall serve only to make the nominations for Directors to be elected at that meeting.

The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its sole discretion, determine, but not less than the number of vacancies that are to be filled.

Section 5.03. Election and Term. Except for members of the Board of Directors initially appointed by the Sponsor, who shall serve until the first annual meeting of the Association as provided in Section 4.01 of these By-Laws or until replaced by the Sponsor, whichever first occurs, the term of office of members of the Board of Directors shall be fixed at two (2) years, except that the term of office of the minority of persons elected as members of the Board of Directors receiving the lowest number of votes at the first annual meeting of the Association or at any subsequent annual meeting at which the number of Board members is increased shall be fixed at one (1) year. Successors shall be elected to serve for terms of two (2) years. Members of the Board of Directors shall hold office until their successors have been elected. Tie votes shall be decided by a runoff election unless all parties tying agree to a drawing of lots. Voting shall be by secret written ballot which shall:

a.set forth the number of vacancies to be filled;

b.set forth the names of those nominated by the Nominating Committee to fill such vacancies; and

c.contain space for a write-in for each vacancy.

The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Notwithstanding any contrary provision of these By-Laws, the Declaration and/or the Offering Plan:

1. the Sponsor may cast its votes to elect or designate a majority of the Board of Directors at any election if the Sponsor owns 50% or more of the Lots at the time of such election, provided five (5) years have not passed since the date of recording of the Declaration;
2. whenever the Sponsor at the time of an election of the Board of Directors shall own 30% or more of the Lots, the Sponsor shall have the right to appoint up to 40% of the members of
   
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   the Board of Directors, (until five (5) years after the date of recording of the Declaration, if the Sponsor owns more than 50% of the Lots, the Sponsor may cast its votes to elect majority of the Board of Directors);
3. whenever the Sponsor at the time of an election shall own at least 10%, but less than 30% of the Lots, the Sponsor shall have the right to appoint up to 20% of the members of the Board of Directors; and
4. whenever the Sponsor at the time of an election of the Board of Directors owns less than 10% of the Lots, the Sponsor shall have no right to appoint any member of the Board of Directors.
5. when the Sponsor appoints a majority of the members of the Board of Directors, such controlling Directors shall not prevent expenditures required to comply with applicable laws or regulations or, without the consent of a majority of those Directors elected by Lot Owners independent of the Sponsor, (i) reduce the level of services described in the Offering Plan filed by the Sponsor with the New York State Department of Law for the offering of interests in the Association, (ii) prevent capital repairs to Association Property, or (iii) prevent expenditures required to comply with applicable laws or regulations.

Section 5.04. Vacancies. Except for (i) Directors appointed or elected by the Sponsor who shall be replaced by the Sponsor and (ii) Directors elected by the Lot Owners other than the Sponsor, who shall be replaced by the majority vote of the remaining Directors similarly elected, or, if none, by a special election by Lot Owners other than the Sponsor, any vacancy occurring in the Board of Directors may be filled at any meeting of the Board of Directors by the affirmative vote of a majority of the remaining Directors or by a sole remaining Director and, if not previously filled, shall be filled at the next succeeding meeting of the Lot Owners of the Association. Any Director elected to fill a vacancy shall serve as such until the expiration of the term of the Director whose vacancy such person was elected to fill. Any vacancy occurring by reason of an increase in the number of Directors may be filled by action of a majority of the entire Board of Directors and any Director so elected shall hold office until the next meeting of Lot Owners or until a successor is elected and qualifies.

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Section 5.05. Removal of Members of Board of Directors. Subject to the limitations as provided in this Section 5.05, at any regular or special meeting of Lot Owners, any one or more of the members of the Board of Directors elected by the Lot Owners may be removed with cause by the affirmative vote of not less than a majority of the Lot Owners other than the Sponsor or without cause by the affirmative vote not less than two-thirds (2/3) of the Lot Owners other than the Sponsor and a successor may then and there or thereafter be elected by the Lot Owners other than the Sponsor to fill the vacancy thus created. Any member of the Board of Directors whose removal has been proposed by the Lot Owners shall be given an opportunity to be heard at the meeting. Members of the Board of Directors elected or appointed by the Sponsor may be removed without cause only by the Sponsor, and thereafter replaced by the Sponsor. "embers of the Board of Directors elected or appointed by the Sponsor may be removed with cause by the Lot Owners, but their successor shall be appointed by the Sponsor. In addition, the other Directors may, by the affirmative vote of not less than two-thirds (2/3) of the other Directors, declare the position of the Director vacant in the event the person filling such position shall be absent from three (3) consecutive meetings or from 50% or more of the regularly scheduled meetings of the Board of Directors in any calendar year.

Section 5.06. Compensation. Directors shall not receive any compensation or salary for their services. Any Director may be reimbursed for his actual expenses incurred in the performance of his duties. A Director who serves the Association in any other capacity, however, may receive compensation therefor.

Section 5.07. Organizational Meeting. Immediately after each annual meeting of Lot Owners, the newly elected Directors and those Directors whose terms hold over shall hold an organizational meeting for the purpose of electing officers and transacting any other business. Notice of such meeting of Directors need not be given.

Section 5.08. Regular Meetings. Regular meetings of the Board of Directors shall be held not less than three (3) times a year without formal notice at such places and at such times convenient to the Directors as may be designated from time to time by resolution of the Board of Directors.

Section 5.09. Special Meetings. Special Meetings of the Board of Directors may be called at any time at the request of the President or any two (2) Directors after not less than two (2) days' notice to each Director. The person or persons authorized to

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call such Special Meeting of the Board may fix any place convenient to the Directors as a place for holding such Special Meeting. Any Director may, in a writing, signed by such Director, before or after the time of the Special Meeting stated therein, waive notice of any Special Meeting. The attendance of a Director at any Special Meeting shall constitute a waiver of notice of such Special Meeting. Neither the business to be transacted at, nor the purpose of, any Special Meeting, need be specified in the notice or waiver of notice of such meeting, unless specifically required by law, by the Certificate of Incorporation of the Association or by these By-Laws.

Section 5.10. Quorum and Voting. Unless otherwise provided in the Declaration, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. Except in cases in which it is provided otherwise by statute, by the Certificate of Incorporation, or by these By-Laws, a vote of a majority of such quorum at a duly constituted meeting shall be sufficient to elect and pass any measure. In the absence of a quorum, the Directors present may adjourn the meeting from time to time by majority vote of those Directors present, and without further notice, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted at the meeting which might have been transacted as originally called.

Section 5.11. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting, provided a written consent to such action is signed by all members of the Board of Directors or of such committee, as the case may be, and provided further that such written consent is filed with the minutes of proceedings of the Board or committee.

Section 5.12. Regulations. The Board of Directors may establish such regulations consistent with these By-Laws and the Declaration as they deem appropriate for the government of its actions.

Section 5.13. Powers and Duties. The powers, duties and authority of the Board of Directors shall specifically include, but shall not be limited to the following:

1. Exercise for the Association all
   
   powers, duties and authority vested in or delegated to the Association and not reserved to the Lot Owners by other provisions of these By-Laws, the Certificate of Incorporation or the Declaration;
   
   
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2. Determine and levy the maintenance assessments, special assessments and other charges as provided for in the Declaration;



3. Collect, use and expend the assessments and charges collected for the maintenance, care and preservation and operation of the property of the Association, and the maintenance, care and preservation of the exteriors of the Units and other improvements to the Property;



4. To the extent it deems the same necessary and reasonable, procure and maintain adequate liability insurance covering the Association, its directors, officers, agents and employees and procure and maintain adequate hazard insurance on such of the Association's real and personal properties and the Units as it deems appropriate;



5. Subject to the provisions of the Declaration, repair, restore or alter the properties of the Association after damage or destruction by fire or other casualty or as a result of condemnation or eminent domain proceedings;



6. Adopt and publish rules and regulations governing the use of the Property, and the personal conduct of the Lot Owners and other guests thereon, and establish penalties for infractions thereof;



7. Collect delinquent assessments by suit or otherwise, to abate nuisances and to enjoin, or seek damages from or impose penalties on Lot Owners for violations of the provisions of the Declaration or of any rules or regulations of the Association;



8. Pay all taxes owing by the Association, and filing tax returns;



9. Suspend the voting rights of a Lot Owner, after notice and hearing, for a period not to exceed 30 days for infractions of published rules or regulations, provided that in no event shall the Board of Directors suspend the voting rights of a Lot Owner for nonpayment of assessments;
   
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10. Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive meetings of the Board of Directors or from 50% or more of the regularly scheduled meetings of the Board of Directors in any calendar year;



11. Keep a complete record of the actions of the Board of Directors and the corporate affairs of the Association and present a statement thereof to the Lot Owners at the annual meeting of Lot Owners, or at any special meeting of Lot Owners when such a statement is requested in writing by not less than one-fourth (1/4) of the Lot Owners entitled to vote;



12. Issue, or cause to be issued, upon demand by any person an "Assessment Certificate" as provided in the Declaration, setting forth the status of payment of assessments for any Lot;



13. Exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the Lot Owners by other provisions of these By-Laws, the Certificate of Incorporation or the Declaration;



14. Enter into contracts;



15. Borrow money as permitted by the Declaration;



16. Employ a managing agent and such other persons or firms to perform such duties and services as the Board of Directors may authorize.

Section 5.14. Managing Agent and Manager. The Board of Directors may employ for the Association a managing agent and/or a manager at a compensation established by the Board of Directors, to perform such services and duties as the Board ~f Directors shall authorize, including but not limited to those duties listed in subdivisions (c), (d), (e), (h) and (I) of Section 5.13 of these By-Laws.

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ARTICLE M

OFFICERS

Section 6.01. Officers. The officers of the Association shall be the President, one or more Vice Presidents, (the number thereof to be determined by the

Board of Directors), the Secretary and the Treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may appoint such other officers as it shall deem desirable, such officers to have the authority and to perform the duties prescribed from time to time by the Board of Directors. The President, but no other officer, must be a member of the Board of Directors.

Section 6.02. Election and Appointment of Officers. The elective officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board of Directors and shall hold office at the pleasure of the Board of Directors. Appointive officers shall be appointed at such time and shall hold their office for such terms as the Board of Directors shall determine from time to time.

Section 6.03. Term and Vacancies. Each elective officer shall hold office until his or her successor shall have been duly elected, unless he or she shall sooner resign, or shall be removed or otherwise be disqualified to serve. The vacancy in any office arising because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 6.04. Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and a successor to such office may be elected at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors called for such purpose.

Section 6.05. President. The President shall be the chief executive officer, shall supervise the work of the other officers, shall preside at all meetings of Lot Owners, shall, if there is no Chairman of the Board of Directors, preside at all meetings of Directors, and shall perform such other duties and functions as may be assigned to him or her by the Board of Directors. He or she may sign, in the name of the Association, any and all contracts or other instruments authorized by the Board of Directors or these By-Laws.

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Section 6.06: Vice President. Any Vice President shall be capable of performing all of the duties of the President. He or she may sign, in the name of the Association any and all contracts or other instruments authorized by the Board of Directors, and shall perform such other duties and functions as may be assigned to him or her by the President or by the Board of Directors.

Section 6.07. Secretary. The Secretary shall cause notices of all meetings to be served as prescribed in these By-Laws, shall record the votes and keep the minutes of all meetings, shall have charge of the seal, if any, and corporate records of the Association, shall keep records of the Lot Owners of the Association and the mortgagees of dwelling units on the Property, and shall perform such other duties as are assigned to him or her by the President or by the Board of Directors. Any Assistant Secretary shall be capable of performing all of the duties of the Secretary.

Section 6.08. Treasurer. The Treasurer shall have the custody of all monies and securities of the Association and shall keep or cause to be kept regular books and records. He or she shall account to the President and to the Board of Directors, whenever they may require it, with respect to all of his or her transactions as Treasurer and of the financial condition of the Association, and shall perform all other duties that are assigned to him or her by the President or by the Board of Directors.

Section 6.09. Other Officers. Such other officers as the Board of Directors may appoint shall perform such duties and have such authority as the Board of Directors may determine.

Section 6.10. Delegation of Authority and Duties; Control of Officers. In the absence of any officer of the Association, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate the power or duties, or any of them, of such officers, to any other officer or to any Director or the managing agent. In addition, the Board of Directors is authorized generally to control the action of the officers and to require the performance of duties in addition to those mentioned herein.

Section 6.11. Fidelity Bonds. The Board of Directors shall require that all officers and employees of the Association handling or responsible for Association funds furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the Association and shall be a common expense.

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ARTICLE VII

COMMITTEES

Section 7.01. Committees of Directors. The Board of Directors by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two (2) or more Directors, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board of Directors in the management of the affairs of the Association provided, however, that no such committee shall have the authority of the Board of Directors to approve an amendment to the Certificate of Incorporation of the Association or to the By-Laws or a plan of merger or consolidation.

All actions by such committee shall be reported to the Board of Directors at its meeting next succeeding such actions. Such actions shall be subject to control, revision and alteration by the Board of Directors provided that no rights of any third parties shall be prejudiced by any such control, revision or alteration.

Section 7.02. Committees of Lot Owners. The Association shall have such committees as the Board of Directors shall deem desirable. Each committee shall consist of a chairman and two (2) or more Lot Owners and shall include a member of the Board of Directors.

Section 7.03. Rules and Records. Each committee may adopt rules for its own government not inconsistent with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors. Each committee shall keep regular minutes of its proceedings and shall report the same to the Board of Directors as required.

ARTICLE VIII

FINANCE AND RECORDS

Section 8.0 I. Checks. All checks, drafts, and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Association shall, unless otherwise provided by resolution of the Board of Directors, be signed by the President, or Treasurer and countersigned by one Director of the Association, provided that the President or Treasurer and Director so signing are not the same person.

Section 8.02. Fiscal Year. The fiscal year of the Association shall be the 12 calendar months ending December 3 I of each year, unless otherwise provided by the Board of Directors.

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Section 8.03. Annual Reports. There shall be a full and correct statement of the financial affairs of the Association including a balance sheet and a financial statement of operation for the preceding fiscal year prepared by a public or certified Public accountant and including a certificate signed by a public or certified public accountant to the effect that the financial statement presents fairly the financial position of the Association and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding period except as specified therein. Such report shall be distributed to all Lot Owners and to all mortgagees of Lots who have requested the same, promptly after the end of each fiscal year. Taking into consideration the cost of an audit vs. a review, the complexity and volume of the Association's financial affairs and such other factors the Board of Directors deems relevant, the Board of Directors of the Association shall determine each year whether such statement shall be in the form of an audit or review, except that (i) an audit, at the expense of the Association shall be required if authorized in writing by at least 67% of all Lot Owners independent of the Sponsor and (ii) any Lot Owner or mortgage holder shall be entitled to obtain an audited statement at such Lot Owner's or mortgagee's own expense.

Section 8.04. Record Keeping. The Board of Directors or the managing agent retained by the Board of Directors shall keep detailed records of the actions of the Board of Directors and the managing agent, minutes of the meetings of the Board of Directors, minutes of the meetings of Lot Owners, and financial records and books of account of the Association, including chronological listing of receipts and expenditures, as well as a separate account for each Lot which, among other things, shall contain the amount of each maintenance assessment, special assessment and other charges, if any, against such Lot, the dates when installments of assessments are due, the amounts paid thereon, and the balance remaining unpaid.

Section 8.05. Separate Account for Capital Reserve Funds. Any funds of the Association collected or designated as reserves for the replacement of capital items shall be segregated from all other funds of the Association in one or more separate accounts. This shall not preclude the Association from segregating other portions of its funds in separate accounts for a specific purpose (e.g., reserves for noncapital items) or otherwise.

Section 8.06. Books, Records and Legal Documents. The Board of Directors shall make available for inspection upon reasonable notice and during normal business

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hours, to existing and prospective Lot Owners, tenants, title insurers, mortgagees, mortgage insurers and mortgage guarantors, current copies of the Declaration, By-Laws, Certificate of Incorporation, rules and regulations, budget, schedule of assessments, balance sheet and any other books, records and financial statements of the Association. The Board of Directors may furnish copies of such documents to such parties and may charge a reasonable fee to cover the cost of furnishing such copies.

ARTICLE IX

GENERAL POWERS OF THE ASSOCIATION

Section 9.01. Common Expenses. The Association, for the benefit of all the Lot Owners, shall pay for out of Association funds as common expenses, the following:

1. Utilities and Related Facilities. The cost of electricity, telephone, heat, power or any other necessary utility service, if any, for the Association Property, and the cost of maintaining and/or repairing and/or replacing common gas, water, hot and cold water lines, waste removal and any utilities which costs are not otherwise directly charged or separately metered to individual Owners. In the event any utility service for a Lot is paid by the Association of a kind or nature not furnished to all Lot Owners, the Association shall charge monthly to the Owner of such Lot an estimated cost for such usage. However, the Association may discontinue payments of such utility service at any time, in which case each Owner shall be responsible for direct payment of his share of such expense as shall be determined by the Board of Directors of the Association. The Association shall have the right to levy additional assessments against any Lot Owner to reimburse it for excessive use of any utility service by such Lot Owner in such amounts as shall be determined by the Board of Directors.



2. Insurance. Premiums for all insurance obtained as required or permitted by the Declaration including fire and casualty insurance on the property of the Association and the dwelling units constructed on the Lots and liability insurance covering the Association and its Directors and officers.
   
   
   
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3. Wages and Fees for Services. The fees for services of any person or firm employed by the Association, including, without limitation, the services of a person or firm to act as a manager or managing agent for the Association, and legal, accounting or other services or expenses necessary or proper in the conduct of the affairs of the Association or the enforcement or interpretation of the Declaration and these By-Laws and for the organization, operation and enforcement of the rights of the Association.



4. Care of Association Property. The cost of landscaping, gardening, security, snow removal, painting, cleaning, decorating, refurbishing, maintenance, repair, replacement and rehabilitation of the property of the Association and the exteriors of the dwelling units on the Lots as required by the Declaration or determined to be appropriate by the Board of Directors from time to time.



5. Certain Maintenance of Lots. The cost of the reasonable maintenance and repair of any improvement on a Lot if such maintenance or repair is necessary, in the discretion of the Board of Directors, for public safety or to protect the Association Property, and the Owner of such Lot has failed or refused to perform such maintenance or repair within a reasonable time after written notice of the necessity thereof delivered by the Association to such Lot Owner; provided that the Association shall levy a Special Assessment against such Lot Owner for the cost of such maintenance or repair.



6. Discharge of Mechanic's Liens. Any amount necessary to discharge any mechanic's lien or other encumbrance levied against the Association or its property. Where one or more Lot Owners are responsible for the existence of such lien, they shall be jointly and severally liable for the cost of discharging such lien, and any costs incurred by the Association by reason of such lien shall be specially assessed against such Lot Owner or Lot Owners.



7. Additional Expenses. The cost of any other materials, supplies, furniture, labor, services, maintenance, repairs, structural alterations, insurance, or other expenses which the Association is




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required or permitted to secure or pay for pursuant to the terms of the Declaration, these By-Laws, or by law or which in the opinion of the Board of Directors shall be necessary or proper for the maintenance and operation of the Association Property to preserve the Property as a first class community.

Section 9.02. No Active Business to be Conducted for Profit. Nothing herein contained shall be construed to give the Association authority to conduct an active business for profit on behalf of all the Lot Owners or any of them.

Section 9.03. Miscellaneous Income. The Association may own or enter into agreements for the lease of washing machines, dryers, vending machines and other facilities solely for the convenience of the Lot Owners. In the event such items create a profit, these funds shall be added to the Association's general fund. All monies received for the rental of or for the use of any Association Property, shall also be added to the Association's general fund. The above enumerated items of income and any other monies received other than through Assessments shall be used to defray the items of common expense.

Section 9.04. Special Services. The Association may arrange for the providing of any special services and facilities for the benefit of such Lot Owners and/or occupants of Lots as may desire to pay for the same, such as the interior cleaning of Units, or the furnishing of firewood for consumption in fireplaces in the Units. Fees for such special services and facilities shall be determined by the Board of Directors and may be charged directly to the Lot Owners receiving such services, or paid from the Association's general funds and levied as a Special Assessment against the Lot Owners receiving such services.

Section 9.05. Delegation of Duties. Nothing herein contained shall be construed so as to preclude the Association, through the Board of Directors or officers of the Association, from delegating to persons, firms or corporations of its choice, including any manager or managing agent, such duties and responsibilities of the Association as the Board of Directors shall from time to time specify, and to provide for reasonable compensation for the performance of such duties and responsibilities.

Section 9.06. Acquisition, Lease, Sale or Exchange of Real Property. Whenever the Board of Directors determines to acquire, lease, sell or exchange real property or any interest therein the Board shall submit such acquisition, sale, lease or

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exchange to the vote of the Lot Owners, and, upon the affirmative vote of the Lot Owners of 75% or more of the Lots present in person or by proxy at an annual meeting or a special meeting duly held for such purpose, the Board of Directors may proceed with such acquisition, sale, lease, sale or exchange, in the name of the Association and on behalf of all Lot Owners, and the costs and expenses incident thereto shall constitute part of the common expenses of the Association.

ARTICLE X

CORPORATE SEAL OPTIONAL

Section 10.01. Corporate Seal Optional. If decided by the Board of Directors, the Association shall have a seal in circular form having within the circumference thereof the full name of the Association.

ARTICLE XI

AMENDMENTS

Section 11.01. Alteration, Repeal or Amendment. These By-Laws may be modified, altered, repealed, amended or added to at any regular or special meeting of the Lot Owners provided that:

a.a notice of the meeting containing a full statement of the proposed modification, alteration, repeal, amendment or addition has been sent to all Lot Owners and Lot mortgagees as listed on the records of the Association, not less than 10 nor more than 40 days prior to the date or initial date set for the canvass of the vote thereon; and

b.67% or more of the Lot Owners present at the meeting in person or by proxy approve the change; and

c.prior to date or initial date for the canvass of the vote thereon, the Association has not received written notification of opposition to the change from either (i) Owners of more than 33% of all Lots or (ii) mortgagees of 51% or more of Lots on which there are mortgages as shown on the records of the Association.

Notwithstanding the above (i) so long as the Sponsor holds title to any lot or dwelling unit on lands described in Schedule A to the Declaration, (whether or not subject to the Declaration), Sections 3.01, 3.07, 3.03, 5.01, 5.03, 5.04, 5.05 and 11.01 shall not be amended without the consent of the Sponsor, and (ii) the Sponsor, during the time it shall

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own any lands described in Schedule A to the Declaration, may make amendments to these By-Laws to correct omissions or errors provided such amendments shall not adversely modify substantial rights of any Lot Owner without such Lot Owner's written consent.

Section 11.02. Form of Amendment Proposals. No By-Laws shall be modified, altered, amended or added to by reference to its title or number only. Proposals to amend existing By-Laws shall contain the full text of the By-Laws to be modified, altered, amended or added to, new words shall be inserted in the text underlined, or italicized, and words to be deleted shall be lined through. If the proposed change is so extensive that the above procedure would hinder, rather than assist, the understanding of the proposed amendment, it is not necessary to use underlining and interlining as indicators of words added or deleted, but a notation must be inserted immediately preceding the proposed amendment in substantially the following language: "Substantial rewording of By-Law. See Section of By-Laws for present text."

Section 11.03. Nonmaterial Errors or Omissions. Nonmaterial errors or omissions in the By-Law amendment process shall not invalidate an otherwise properly promulgated amendment.

Section 11.04. Effective Date of Amendment. An amendment to these By-Laws shall be effective in accordance with the terms of its adoption.

ARTICLE

MISCELLANEOUS

Section 12.01. Notices. All notices hereunder shall be in writing and delivered personally or sent by first class mail by depositing same in a post office or letter box in a postpaid sealed wrapper, addressed, (i) if to go to the Board of Directors, or to the Association, to any member of the Board of Directors or to the secretary of the Association (if the secretary is not a member of the Board), (ii) if to go to a Lot Owner to such permanent address of such Lot Owner as appears on the books of the Association, (iii) if to go to a mortgagee, to the address of such mortgagee as appears on the books of the Association, and (iv) to a devisee or personal representative of a deceased Lot Owner to the address of such devisee or personal representative as appears on the records of the Court wherein the estate of such deceased Lot Owner is being administered.

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All notices shall be deemed to have been given when mailed, except notices of change of address which shall be deemed to have been given when received. Whenever any notice is required to be given under the provisions of the Declaration, or of these By-Laws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent thereof.

Section 12.02. Conflict with Certificate of Incorporation or with Declaration. In the case of any conflict between the Certificate of Incorporation and these By-Laws, the Certificate of Incorporation shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.

Section 12.03. No Waiver for Failure to Enforce. No restriction, condition obligation or provision contained in these By-Laws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.

Section 12.04. Gender. The use of the masculine gender in these By-Laws shall be deemed to include the masculine, feminine or neuter and the use of the singular shall be deemed to include the plural, whenever the context so requires.

Section 12.05. Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of these By-Laws, or the intent of any provision thereof.

Section 12.06. Severability. Should any part of these By-Laws be deemed void or become unenforceable at law or in equity, the validity, enforceability or effect of the balance of these By-Laws shall not be impaired or affected in any manner.

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PURCHASE AGREEMENT

WOODPOINTE

This Agreement made the __ day of _____, 19_, by and between Woodpointe at Hopkins Road, Ltd,, a New York Corporation, having an office at 1829 Maple Road, Williamsville, New York 14221, hereinafter called "Seller" and

_____________________ residing at ____________________________ hereafter called "Purchaser".

W I T N E S S E T H:

In consideration of the mutual promises herein made, Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the premises hereinafter described for the price and upon the terms and conditions hereinafter set forth.

1. DESCRIPTION OF PREMISES: Those certain premises locally known as Unit No. _______, located in the Town of Amherst, County of Erie and State of New York, as shown on map filed in the Erie County Clerk's Office under Cover No. ____
   
   The premises are or will be improved with a dwelling unit (the "Unit") in accordance with ___ Seller's model at _______________________________________ or _____ the plans and specifications which are on file at the office of the Seller, and which are incorporated into this Agreement by reference, except for those "Extras," changes or deletions, if any, set forth on Exhibit B to this Agreement and subject to the allowances and conditions set forth in Exhibit C to this Agreement. The dwelling unit is projected to be completed by and the transfer of title to the premises is projected to occur on ____________________ subject to the provisions of No. 14 below.



2. SUBJECT however to the following: Purchaser agrees to accept title to the premises together with all rights of Seller in and to any and all streets, roads, highways, alleys, driveways, easements and rights of way appurtenant thereto and subject to the following: restrictive covenants of record provided the same have not been violated, unless the enforcement of said covenants has been barred by Section 2001 of the Real Property Actions and Proceedings Law; water, sanitary sewer, drainage, electrical and telephone easements of record, provided said easements are or may be used to service the premises and provided the improvements do not encroach upon the easements; the title exceptions set forth in Exhibit A attached hereto and made a part hereof; and also the Declaration of Protective Covenants, Conditions, Restrictions,
   
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   Easements, Charges and Liens-Woodpointe (and amendments there to), and the By-Laws for Woodpointe Association, Inc., (the "Association") both of which are included in the Offering Plan for the Association, which Offering Plan Purchaser hereby acknowledges having received at least three (3) business days prior to the date hereof and which is incorporated herein by reference and made a part of this Agreement with the same force and effect as if set forth in full herein. Purchaser hereby agrees to be bound by the Declaration, By-Laws and any Rules and Regulations of the Association as the same may be amended from time to time. Purchaser acknowledges that Purchaser is purchasing an interest in such Association, and that except as stated in this Agreement (and as set forth in the Offering Plan), Purchaser has not relied upon any representations or other statements of any kind or nature made by Seller or otherwise.



3. PRICE: Purchaser shall pay to Seller for said premises the sum of $_________________ payable as follows:
   
   
   
   Upon signing this instrument as a deposit by check
   payable to "Woodpointe Escrow Account"____________
   
   Upon _____________________
   
   
   
   Upon delivery of the deed as hereinafter provided in
   cash or certified check the sum of:____________
   (the balance)
   
   
   Purchaser is advised that, to assure the return of the funds deposited with Seller hereunder in the event this Agreement is terminated for reasons other than Purchaser's default, such funds will be held in "Woodpointe Escrow Account", a special segregated escrow account, by the Seller at M & T Bank, until closing and disbursed only on the instructions of Anthony J. Renaldo, Esq., 69 Delaware Avenue, Buffalo, New York 14202, closing attorney for the Sponsor.
   
   In the event this Agreement is terminated for reasons other than Purchaser's default, such funds will be returned to Purchaser within 15 days of such termination. If the funds were held in an interest bearing account, said interest shall belong to

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Purchaser. The funds will be handled in accordance with Sections 352-h and 352-e(2)(b) of the New York General Business Law and Section 71-(2)(3) of the New York Lien Law.

4.MORTGAGE AND FINANCIAL APPROVAL.

This Agreement is submitted on the condition that, within __________ days from the date Purchaser makes application for a mortgage loan, Purchaser shall have obtained a commitment for

1. Fixed rate mortgage loan in an amount not to exceed $___________ plus mortgage insurance premium, if required. However, purchaser agrees to accept any mortgage commitment, interest rate, or any changed commitment interest rate, as long as the rate does not exceed ________ percent plus mortgage insurance premium if required at the time of closing;



2. Adjustable rate mortgage loan in an amount not to exceed 5____________ plus mortgage insurance premium, if required, and at an initial interest rate of __________ percent. However, Purchaser agrees to accept any mortgage commitment interest rate, or any changed commitment, interest rate, as long as the initial rate does not exceed __________ percent plus mortgage insurance premium, if required, at the time of closing.

Purchaser will make application for such loan in good faith within five (5) days of the date on which Purchaser has been requested by Seller or Seller's agent to make such application. Purchaser will notify Seller in writing when the mortgage application, if any, is made and, in due course, when it is accepted or rejected, and if applicable, when it is rescinded or expires. If Purchaser does not receive a commitment for a mortgage loan within 60 days after the date application for such mortgage loan was made and Purchaser so notifies Seller in writing within five (5) days after the expiration of the 60-day period, or if such mortgage commitment, once obtained, is thereafter rescinded or expires without fault of Purchaser, and is not reinstated or extended at the same or a lower interest rate and Purchaser so notifies Seller within five (5) days after such rescission or expiration, this Agreement shall terminate automatically and Seller shall cause the downpayment to be returned to Purchaser, with any interest earned thereon.

5.UNIT: Seller agrees to construct and complete on the premises the Unit identified in Paragraph 1 above. In the event Seller is unable to obtain the exact materials specified on the plans and specifications through Seller's ordinary and usual source of supplies, Seller shall have the right to substitute materials of similar pattern,

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design and quality. Seller shall also have the right to determine the grading, elevation and design (including reversal of the building layout) of the plot and dwelling to fit into the general pattern of the development. The Unit will be conveyed free of violations of applicable buildings codes and ordinances.

6.INSULATION: Exterior walls of the dwelling portion of the Unit will be insulated with batt insulation to yield an R-value of 15.53. Ceilings of the dwelling portion of the Unit will be insulated with batt insulation, to yield an R-value of 39.67.

7.ADJUSTMENTS AT CLOSING: Taxes computed on a fiscal year basis (including all items in the current county tax bill, excepting returned school taxes and any assessments for local improvements), and Association assessments shall be prorated and adjusted as of the date of delivery of the deed. Purchaser will accept title subject to, and will pay all assessments and installments of assessments for local improvements which are not payable as of the date of delivery of the deed and which, if any, appear on the current tax rolls.

8.SEARCH AND SURVEY: Seller, at Seller's expense, shall furnish and deliver to Purchaser or Purchaser's attorney at least 15 days prior to the date of closing: (1) a fully guaranteed tax and title search (the first certificate of which covers only the premises), and (2) a copy of the title insurance policy or policies insuring the title of the Association to the common areas designed to afford access to the premises in such amount as substantially approximates the value of such common areas. Such search and certification shall be dated subsequent to the date of this Agreement and shall include a local tax certificate. Seller shall also furnish Purchaser with a survey made by a land surveyor duly licensed by the State of New York, showing the premises and the location of all buildings, improvements and other structures affecting same.

9.DEED: At the time of closing herein, Seller shall tender to Purchaser a warranty deed with lien covenant conveying good and marketable title in fee simple free and clear of all encumbrances except as otherwise provided herein.

10.INSPECTION:Prior to closing Purchaser shall have the right to inspect the premises upon reasonable notice to Seller.

11.POSSESSION: Purchaser shall have possession and occupancy of the premises from and after the date of delivery of the deed.

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12.COSTS: Seller shall pay for the continuation of said title search to the time of closing. Purchaser shall pay for any fees incurred in obtaining a mortgage, for recording of the deed and mortgage including mortgage tax and deed stamps.

Purchaser shall also, at the time of closing, reimburse Seller the initial assessment to Woodpointe Association, Inc., which Seller advanced to the Association on behalf of Purchaser, which initial assessment is equal to two (2) months initial maintenance assessments as projected in the Offering Plan.

13.FAILURE TO DELIVER OR REJECTION OF TITLE: Should Seller be unable or fail to deliver title to the premises in accordance with the provisions of this Agreement, or in the event Purchaser shall raise objections to Seller's title or to the improvements, which, if valid, would render the title unmarketable, or the intended use of the improvements for a single family dwelling illegal (being in violation of any effective law, ordinance, regulation or restriction), either Purchaser or Seller shall have the right to cancel this Agreement by giving written notice of such cancellation to the other and it is agreed that Seller's liability shall be limited to the return to Purchaser of the payment made hereunder, with interest, if any, and upon return of such sum, this Agreement shall become null and void; provided, however, if Seller shall be able within a reasonable length of time to cure the objection or if thereafter either party secures a commitment for title insurance at standard rates to insure against the objection raised or title insurance acceptable to Purchaser, Purchaser shall pay the cost thereof and in such event this Agreement shall remain and continue in full force and effect.

14.CLOSING: This Agreement shall be closed at the office of the Clerk of the County of Erie at 10.00 am. on the date set forth in No. 1 above except that if the premises shall not be ready for occupancy on such date, the closing may be postponed by Seller to a date to be set by Seller upon written notice mailed to Purchaser at Purchaser's address set forth above. In the event that such date is more than 120 days after the above closing date, Purchaser may cancel this Agreement by sending written notice to that effect to Seller at Seller's address set forth above within 10 days of the date on which the notice of postponement of the closing was mailed by Seller to Purchaser, and in such event, this Agreement shall become null and void and both parties shall be released from any liability hereunder, except that Seller shall refund to Purchaser, with interest, if any has been obtained thereon, the deposits paid to Seller. Seller shall not be responsible for any delay in completing the dwelling if such delay is caused by the unavailability of materials, labor or transportation or by other causes

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beyond the control of Seller, and the refund to Purchaser of the downpayment or portion thereof in accordance with this Agreement, shall discharge and release Seller from any liability arising out of or resulting from such delay.

15.PURCHASER'S FAILURE TO TAKE TITLE: If Purchaser fails to close to the Unit after receiving at least 10 days' prior written notice to close from Seller (except for Seller's default or Purchaser's failure to obtain a commitment for the mortgage loan as contemplated herein), unless the closing date is otherwise provided for herein or mutually adjourned in writing, or if Purchaser fails to make prompt and proper application for the aforesaid mortgage or does not furnish Seller within five (5) days after Seller's written request with notice of whether such mortgage loan was granted or rejected, Seller shall send written notice to Purchaser affording Purchaser the opportunity to cure Purchaser's failure. If Purchaser does not cure such failure within five (5) days after receipt of such notice, Seller may, at its option, cancel this Agreement and refund Purchaser's down payment together with any interest thereon. If Purchaser does not cure such failure within 30 days after receipt of such notice, Seller may cancel this Agreement and recover for damages as follows: Seller and Purchaser agree that Seller would suffer damage by Purchaser's failure to take title and that such damages would be difficult to prove or to arrive at accurately. For that reason, the Seller and Purchaser agree that if the Purchaser fails to take title as hereinabove stated, Seller shall be entitled to liquidated damages in an amount equal to 10% of the contract price, excluding from the contract price, solely for the purpose of computing liquidated damages, the cost to the Purchaser of any "extras", i.e. changes, modifications, or additions to the Unit which were contracted for by Purchaser. Seller shall be entitled to retain towards payment of the liquidated damages any deposits made by Purchaser to Seller, provided that in no event shall Seller be entitled to retain any amount in excess of the liquidated damages. If this paragraph or any application thereof shall to any extent be invalid or unenforceable, it shall to the extent not found invalid or unenforceable be valid and be enforced as permitted by law.

16.LIMITED WARRANTY: THE HOUSING MERCHANT'S IMPLIED WARRANTY, AS CONTAINED IN SECTION 777-a OF THE NEW YORK STATE GENERAL BUSINESS LAW, WILL APPLY TO THIS AGREEMENT, EXCEPT AS LIMITED AND MODIFIED IN THE FORM ATTACHED HERETO AS EDIT C. SUCH LIMITS AND MODIFICATIONS ARE AS FOLLOWS:

1. The Limited Warranty extends to the Initial Purchaser only.
   
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2. The Limited Warranty requires that a court action brought to enforce any term of the Limited Warranty or any right conferred on Purchaser by the giving of the Limited Warranty, must be commenced within the time periods set forth in the Limited Warranty (see Section 9 of the Limited Warranty).



3. The Limited Warranty provides a procedure which must be complied with when making any claim to seller for repair and/or replacement. Failure to comply with this procedure will result in the loss of warranty coverage (see Section 8 of the Limited Warranty).



4. The Limited Warranty provides Seller the right to inspect, test and repair any damage prior to the Purchaser being permitted to repair and/or replace the damage by use of an independent contractor. (See Section 8c of the Limited Warranty).



5. The Limited Warranty excludes consequential and incidental damages.



6. The Limited Warranty limits Seller's total liability under the warranty coverage provided.



7. The Limited Warranty provides for arbitration in the event of a dispute. However, any decision resulting from such arbitration will not be binding on any party unless such party has consented in writing to be bound by such arbitration. (See Section 10 of the Limited Warranty).

NO OTHER WARRANTY, EXPRESSED OR IMPLIED, IS MADE IN CONNECTION WITH THIS AGREEMENT OR HOME. THE TERMS OF THE LIMITED WARRANTY ATTACHED TO THIS AGREEMENT AS EXHIBIT C ARE HEREBY INCORPORATED IN THIS AGREEMENT.

THE PURCHASER ACKNOWLEDGES THAT A WRITTEN COPY OF THE TERMS OF THE LIMITED WARRANTY HAS BEEN PROVIDED FOR THE PURCHASER'S EXAMINATION PRIOR TO THE TIME OF THE PURCHASER'S EXECUTION OF THIS AGREEMENT.

17.THIS AGREEMENT SUBJECT TO BUILDING LOAN MORTGAGE: Purchaser agrees that all terms and provisions of this Agreement are and shall be subject

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and subordinate to the lien of any building loan mortgage or other purchase money mortgages on the premises heretofore or hereafter made and any advances heretofore or hereafter made thereon, and any payments or expenses already made or incurred or which may hereafter be made or incurred, pursuant to the terms thereof, to the full extent thereof without the execution of any further legal documents by Purchaser. This subordination shall apply whether such advances are voluntary or involuntary and whether made in accordance with the building loan schedule of payments or accelerated thereunder by virtue of the lender's right to make advances before they become due in accordance with the schedule of payments. Seller shall satisfy all such mortgages or obtain a release of the premises from the lien of such mortgages at or prior to the closing, except for the individual mortgage of Purchaser thereon, whether same be by extension, assumption, consolidation or otherwise.

18.ESCROW FOR COMPLETION: In the event that the dwelling shall not be fully completed at the time set by Seller for the closing of title, the same shall not constitute an objection to such closing provided that the lending institution granting Purchaser's mortgage shall issue an inspection report and an escrow fund shall be deposited by Seller with the lending institution if required under said report, and further provided that Purchaser shall have the right to delay the closing of title until a Certificate of Occupancy has been issued. The escrow fund shall be paid by the lending institution directly to Seller when the lending institution, in its sole discretion, deems the items for which the escrow is held to be completed. Purchaser shall receive credit at closing for any funds so held in escrow.

19.REPRESENTATIONS: This Agreement constitutes the entire agreement between the parties hereto relating to said sale and purchase and supersedes all prior or other agreements and representations in connection with said sale and purchase. All the terms, covenants, provisions, conditions and agreements hereinabove set forth or provided for shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, distributees, executors, administrators, successors and assigns. Any inconsistencies between this Agreement and the Offering Plan shall be resolved in favor of the Offering Plan.

20.ASSIGNMENT: Neither Purchaser nor Seller may assign this Agreement without the prior written consent of the other. In addition, any assignment by Seller must be disclosed by a duly filed amendment to the Offering Plan. Any purported assignment in violation hereof shall be deemed null and void.

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21.DEFINITIONS: The term "Purchaser" shall be read as "Purchasers" if more than one person be named herein as the Purchaser, in which case, their obligations shall be deemed joint and several.

22.NOTICES: Any notice to be given hereunder shall be in writing and sent by certified mail, return receipt requested, to Purchaser at its address given above, and to Seller at _____________________, (with a copy to _____________________

or at such other address as either party may hereafter designate in writing to the other. The date of mailing shall be deemed to be the date of the giving of notice, except that the date of actual receipt shall be deemed to be the date of the giving of any notice of change of address.

23.GENDER: The use of the masculine gender in this Agreement shall be deemed to refer to the feminine gender whenever the text so requires.

24.BROKER'S COMMISSION: Purchaser and Seller agree that

_______________________________________ brought about this sale and Seller agrees to pay the commission of said broker; Q no broker brought about this sale and each party agrees to indemnify the other in the event of any claim for a broker's commission.

25.CAPTIONS: The captions in this Agreement are for convenience and reference only and in no way define, limit or describe the scope of this Agreement or the intent to any provision thereof.

26.ADDENDA TO THIS CONTRACT: Attached hereto and made a part of this Agreement are the following:

Exhibit A - Liens, Encumbrances and Other Title Exceptions

Exhibit B - Extras, Changes, Additions or Deletions to Seller's Model or to Plans and Specifications

Exhibit C - Limited Warranty

Exhibit D -__________________________

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27.ACCEPTANCE:Unless Seller accepts this Purchase Agreement

within 10 days after receipt, this Agreement shall not become effective.

IN WITNESS WHEREOF, Purchaser has caused this instrument to be duly executed the day and year first above written.

 

______________________	______________________
Social Security Number	Purchaser

(For interest on deposits, one number is sufficient)

____________________________
Purchaser

Purchaser(s) have the following pets as of the date of this Agreement and such pet(s) shall reside in the Unit: (if none, so state)

 

___________________	________	________	________
Type (dog, cat, etc.)	Breed	Sex	Color(s)

ACCEPTANCE: I hereby accept this offer and agree to sell on the terms and conditions set forth.

WOODPOINTE AT HOPKINS ROAD, LTD.

By__________________________________

Dated: ___________________

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EXHIBIT A

WOODPOINTE PURCHASE AGREEMENT

LIENS, ENCUMBRANCES, AND OTHER TITLE EXCEPTIONS

1. The terms, conditions, covenants, easements and provisions of the Declaration and By-Laws of Woodpointe.



2. State of facts shown on a map or survey of the land and buildings made by Pratt Huth (No. 86007) dated May 21, 1986 and last revised June 6, 1988.



3. Zoning regulations and ordinances and any amendments thereto provided that neither the buildings in which the Unit is located nor its use as contemplated by the Plan are prohibited thereby.



4. New York State franchise taxes of any corporation in the chain of title, provided that Ticor Title Guarantee Company, Monroe Abstract Title Corporation or any other title company licensed to do business in the State of New York is willing to insure that such taxes will not be collected out of the Unit.



5. Sewer, water, electric, plumbing, heating, gas, telephone, television, and other utility easements and consents, if any, including the right to maintain and operate lines, wires, cables, pipes, conduits, poles and distribution boxes in, over, under, and upon the Property and the buildings.



6. Water charges (but the Seller will be obligated to pay all such charges through the date preceding the date of the first closing of title to a Unit).



7. Future installments of special assessments for improvements payable with County Taxes.



8. Utility, drainage, sewer and water easements, rights of way, and agreements granted to or made with any utility company or municipality.



9. 9.Easement granted to Town of Amherst dated May 26, 1966. Affects west IS feet of premises.

All of the above shall survive delivery of the deed.

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EXHIBIT B
WOODPOINTE PURCHASE AGREEMENT
EXTRAS, CHANGES AND MODIFICATIONS

Purchaser and Seller agree to the following extras, changes or modifications with respect to the purchase and sale of Unit ___ in the Woodpointe development.

Extra, Change orIncrease (Decrease)

The increase (decrease) in the purchase price to reflect the above extras, changes, additions or deletions [ ] is [ ] is not reflected in the purchase price as set forth at the beginning of this agreement.

Date _____________________ ________________________
(Purchaser)

Date ______________________________________________
(Purchaser)

Date _________________WOODPOINTE AT HOPKINS ROAD, LTD.

By_______________________________

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2.By Whom Made. This Limited Warranty is made exclusively by Seller whose name and address appear on page 1.

3. Final Inspection of the Home. Before Purchaser moves into the Home or accepts the deed, Seller will set up an appointment for final inspection of the Home with Purchaser. The purpose of this final inspection is to discover any defects or flaws of a visible or obvious nature--such as mars, chips, dents, cracks, or scatches--that may have occurred during the final stages of finishing the home, or any unfinished work caused by back-orders beyond Seller's control. Seller may also point out other defects known to have occurred during the construction process and that remain uncorrected at the time of the inspection.

All defects or flaws found on final inspection of the Home will be itemized on a Final Inspection Sheet, which will include a schedule for each item that will be corrected. The Final Inspection Sheet will be signed by Purchaser and Seller before occupancy of the Home or transfer of the deed.

When Purchaser moves into the Home or accepts the deed, Seller's responsibility is limited to:

1. completion of items shown on the Final Inspection Sheet, as provided in the Final Inspection Sheet, and



2. performance of warranty obligations under the provisions of this Limited Warranty, as listed below. The purpose of the Limited Warranty is to identify Seller's responsibilities for construction defects of a latent or hidden kind that would not have been found or disclosed on final inspection of the Home.

Warranty Coverages and Periods. The Warranty Period for all coverages begins on the Warranty Date shown on page 1. It ends at the expiration of the coverages shown below:

FIRST YEAR BASIC COVERAGE: for one year from the Warranty Date, the Home will be free from latent defects that constitute:

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1. defective workmanship performed by Seller, an agent or Seller or subcontractor of Seller;



2. defective materials provided by Seller, an agent of Seller or subcontractor of Seller; or



3. defective design, provided by an architect, landscape architect, engineer, surveyor, or other design professional engaged solely by Seller.

Workmanship, materials, and design will be considered to be defective if they fail to meet or exceed the relevant standards and specifications of the New York State Uniform Fire Prevention and Building Code or if they fail to meet the Accepted Standards which are attached to this Limited Warranty.

TWO YEAR MAJOR SYSTEM COVERAGE: for two years from the Warranty Date, the Plumbing, Electrical, Heating, Cooling and Ventilation Systems of the Home which have been installed by Seller are warranted to be free from latent defects that constitute defective installation by Seller.

Installation will be considered to be defective if Seller's workmanship upon the installation fails to meet or exceed the relevant standards and specifications of the New York State Uniform Fire Prevention and Building Code and the Accepted Standards which are attached to this Limited Warranty.

The Plumbing Systems means: gas supply lines and fittings; water supply, waste and vent pipes and their fittings; septic tanks and their drain fields; water, gas and sewer service piping, and their extensions to the tie-in of a public utility connection, or on-site well and sewage disposal system.

The Electrical System means: all wiring, electrical boxes, switches, outlets and connections up to the public utility connection.

The Heating, Cooling and Ventilation System means: all duct work, steam, water and refrigerant lines, registers, convectors, radiation elements and dampers.

All systems are exclusive of appliances, fixtures and items of equipment.

SIX YEAR MAJOR STRUCTURAL DEFECT COVERAGE: for six years from the Warranty Date, the Home will be free from latent defects that are Major Structural Defects, as defined below, and that constitute:

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1. defective workmanship performed by Seller, an agent or Seller or subcontractor of Seller;



2. defective materials provided by Seller, an agent of Seller or subcontractor of Seller; or



3. defective design, provided by an architect, landscape architect, engineer, surveyor, or other design professional engaged solely by Seller.

Workmanship, materials, and design will be considered to be defective if they fail to meet or exceed the relevant standards and specifications of the New York State Uniform Fire Prevention and Building Code or if they fail to meet the Accepted Standards which are attached to this Limited Warranty.

A Major Structural Defect is a defect resulting in actual physical damage to the following load-bearing portions of the home caused by failure of such load-bearing portions which affects their load-bearing functions to the extent that the Home becomes unsafe, unsanitary or otherwise unlivable: foundation systems and footings, beams, girders, lintels, columns, walls and partitions, floor systems, and roof framing systems.

Damage to the following non-load bearing portions of the Home do not constitute a Material Defect for the Material Defect coverage: roofing and sheathing; drywall and plaster; exterior siding; brick, stone and stucco veneer; floor covering material; wall tile and other wall coverings; non-load bearing walls and partitions; concrete floors in attached garages and basements that are built separately from foundation walls or other structural elements of the Home; electrical, plumbing, heating, cooling and ventilation systems; appliances, fixtures and items of equipment; paint; doors and windows; trim; cabinets; hardware; insulation.

6. Exclusions from All Coverages. The following are excluded from the Basic Coverage, Major System Coverage, and Major Structural Defect Coverage:

(a)Loss or damage caused by workmanship performed by any person other than (i) Seller, (ii) an agent of Seller, or (iii) a subcontractor of Seller.

(b)Loss or damage caused by defective materials supplied by any person other than (i) Seller, (ii) an agent of Seller, or (iii) a subcontractor of Seller.

(c)Loss or damage caused by defective design provided by any person other than a design professional retained exclusively by Seller.

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(d)Patent defects including defects shown on the Final Inspection Sheet and defects which an examination of the Home prior to acceptance of the deed or occupancy of the Home ought to have revealed.

(e)Defects in outbuildings including but not limited to 'detached garages and detached carports (except outbuildings which contain the plumbing, electrical, heating, cooling or ventilation systems serving the Home); site located swimming pools and other recreational facilities; driveways; walkways; patios; boundary walls; retaining walls; bulkheads; fences; landscaping (including sodding, seeding, shrubs, trees and plantings); off-site improvements or any other improvements not a part of the Home itself.

(f)After the first year Basic Coverage, concrete floors of basements and concrete floor of attached garages that are built separately from foundation walls or other structural elements of the Home.

(g)Damage to real property which is not part of the Home covered by this Limited Warranty and which is not included in the purchase price of the Home.

(h)Any damage to the extent that it is caused or made worse by:

(i)negligence, improper maintenance, or improper operation by anyone other than Seller, its employees, agents, or subcontractors; or

(ii)failure by the Purchaser or anyone other than Seller, its employees, agents or subcontractors, to comply with the warranty requirements of manufacturers or suppliers of appliances, fixtures or items of equipment; or

(iii) failure of the Purchaser to give notice to Seller of any defects or damage within a reasonable time; or

(iv)changes in the grading of the ground by anyone other than Seller, its employees, agents or subcontractors; or

(v)changes, alterations or additions made to the Home by anyone after the Warranty Date shown on page 1; or

(vi)dampness or condensation due to failure of the Purchaser or occupant to maintain adequate ventilation.

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(i)Any condition which does not result in actual physical damage to the Home.

(j)Loss or damage caused by or resulting from accidents, riot and civil commotion, fire, explosion, smoke, water escape, falling objects, aircraft, vehicles, Acts of God, lightning, windstorm, hail, flood, mudslide, earthquake, volcanic eruption, wind-driving water, and not reasonably foreseeable changes in the underground water table.

(k)Loss or damage caused by seepage of water unless such loss or damage is the direct result of a construction defect.

(l)Any damage caused by soil movement for which compensation is provided by legislation or which is covered by other insurance.

(m)Any damage which the Home Owner has not taken timely action to minimize.

(n)Normal wear and tear and normal deterioration.

(o)Insect damage.

(p)Bodily injury or damage to personal property.

(q)Failure of Seller to complete construction of the Home.

(r)Loss or damage when which arises while the Home is being used primarily for nonresidential purposes.

(s)Loss or damage due to abnormal loading on floors by the Home Owner which exceeds design loads as mandated by the Building Code.

(t)Costs of shelter, transportation, food, moving, storage or other incidental expenses related to relocation during repair.

(u)Consequential damages and incidental damages (except where required by state law).

(v)Any claim not filed in a manner set forth below in paragraph 8, "Step-by-Step Claims Procedures."

7. Warranty. If a defect occurs in an item covered by this Limited Warranty, Seller will repair, replace or pay the Purchaser the reasonable cost of repairing or replacing the defective item(s) within a reasonable time after Seller's inspection or testing discloses the problem. The choice among repair, replacement or payment is solely that of Seller.

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In no event will Seller's total liability for deficiencies under this Limited Warranty exceed Seller's Limit of Total Liability, shown on page 1.

Repair, replacement or payment of reasonable cost for any Major Structural Defect is further limited to (i) the repair of damage to the load-bearing portions of the Home themselves which is necessary to restore their load-bearing function; and (2) the repair of those items of the Home damaged by the Major Structural Defect which made the Home unsafe, unsanitary or otherwise unlivable.

When Seller finishes repairing or replacing the defect or pays the reasonable cost of doing so, a full release of all legal obligations with respect to the defect must be signed and delivered to Seller.

8. Step-by-Step Claims Procedures.

(a)Written notice of any warranty claim must be made on the attached "Notice of Warranty Claim Form" and must be received by Seller, identified on page 1, no later than the first business day after warranty coverage on that item expires or if a longer period is required by law, such longer period. If this Notice of Warranty Claim Form is not properly completed and received by Seller by that deadline, Seller will have no duty to respond to any complaint or demand, and any or all claims may be rejected. NOTICE OF WARRANTY CLAIM IS NECESSARY TO PROTECT RIGHTS TO WARRANTY PERFORMANCE UNDER THIS LIMITED WARRANTY.

(b)No steps taken by Seller, Purchaser or any other person to inspect, test or correct defects will extend any time period under this Limited Warranty. The Seller's response to any complaint or request, other than a timely a properly completed Notice of Warranty Claim, will not impair, prejudice or otherwise affect any right of Seller, including but not limited to Seller's right to receive a timely and properly completed Notice of Warranty Claim.

(c)In response to a Notice of Warranty Claim, or any other complaint or request of she Purchaser, Seller and Seller's agents will have the right to inspect and test the portion of the Home to which the claim, complaint or request relates. The Purchaser and occupants of the Home must provide reasonable access to Seller and Seller's agents during normal business hours to complete inspection, testing and repair or replacement.

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(d)The Seller will complete inspection and testing within a reasonable time under the circumstances, not to exceed 30 days after receipt of a timely and properly completed Notice of Warranty Claim Form. Upon completion of inspection and testing, Seller will determine whether to accept or reject the claim. If Seller rejects the claim, Seller will give written notice of that decision to the claimant at the address shown on the Notice of Claim Form. If Seller accepts the claim, Seller will take corrective action within a reasonable time under the circumstances and, upon completion, will give written notice of completion to the claimant at the address shown on the Notice of Claim Form. The Seller will use good faith efforts to process and handle claims in a timely manner, but all times periods for repair or replacement of defects necessarily are subject to weather conditions, Acts of God, availability of materials, and other events beyond Seller's control.

9. Legal Actions.

(a)No claim or cause of action under this Limited Warranty may be commenced or asserted in any suit, action, or other legal proceeding against Seller in any Court or forum unless notice of the claim or cause of action has been received by Seller in a timely and properly completed Notice of Warranty Claim Form as provided in paragraph 8 above.

(b)No suit, action and proceeding against Seller under this Limited Warranty may be commenced in any Court or forum after the later of: (i) the date of expiration of the applicable warranty coverage under paragraph 5 of this Limited Warranty, or (ii) sixty calendar days after the Warrantor has given written notice of rejection of claim or completion of corrective action as provided in clause 8(d) above or, if a longer period is required by law, such longer period.

10. Arbitration.

(a)Any claim or cause of action under this Limited Warranty which may be commenced or asserted in any suit, action, or other legal proceeding against the Seller in any Court may be settled by arbitration in accordance with the rules of the American Arbitration Association, by mutual consent of Seller and Purchaser and judgment upon the award rendered by the Arbitrators may be entered in any Court having jurisdiction thereof.

(b)No attempt shall be made to arbitrate any controversy or claim arising under this warranty unless notice of claim or cause of action has been

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received by the Seller in a timely and properly completed Notice of Warranty Claim Form as provided in paragraph 8 above.

(c)No arbitration proceeding shall be commensed against the Seller under this Limited Warranty after the later of: (i) the date of expiration of the applicable warranty coverage under paragraph 5 of this Limited Warranty, or (ii) sixty calendar days after the Warrantor has given written notice of rejection of claim or completion of corrective action as provided in clause 8(d) above or, if a longer period is required by law, such longer period.

(d)An arbitration entered into under this Limited Warranty shall not be final and binding upon Seller and Purchaser unless Seller and Purchaser agree in writing that such arbitrator(s) decision will be binding and final.

11. General Provisions.

(a)This Limited Warranty may not be changed or amended in any way.

(b)This Limited Warranty is to be binding upon the Seller and the Purchaser, their heirs, executives, administrators, successors and assigns.

(c)Should any provision of the Limited Warranty be deemed unenforceable by a court of competent jurisdiction, the determination will not affect the enforceability of the remaining provisions.

(d)Use of one gender in this Limited Warranty includes all other genders, and use of the plural includes the singular, as may be appropriate.

(e)This Limited Warranty is to be governed in accordance with the laws of New York State.

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PERFORMANCE STANDARDS - Topic Index

The Performance Standards list specific items (defects) within each separate area of coverage. The first section covers Workmanship and Materials; the second section covers Systems. The standards are expressed in terms of performance criteria. For easy comprehension, the format is designed as follows:

1. Possible Deficiency -- a brief statement, in simple terms, of problems that may be encountered.



2. Performance Standard -- a performance standard relating to a specific deficiency.



3. Responsibility -- a statement of the corrective action required of the Builder to repair the deficiency or a statement of the Home Owner's maintenance responsibilities.

Workmanship and Materials, First Year Only

1.Site Work

2.Concrete

3.Masonry

4.Wood and Plastic

5.Thermal and Moisture Protection

6.Doors and Windows

7.Finishes

8.Specialties

9.Equipment

10.Plumbing

11.Heating and Cooling

12.Ventilation

13.Electrical

Systems, First and Second Year

14.Plumbing System

15.Ventilation System

16.Electrical System

1.SITE WORKCOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Site Grading

(1)Possible Deficiency: Settling of ground around foundation, utility trenches or other filled areas.

Performance Standard: Settling of ground around foundation walls, utility trenches or other filled areas shall not interfere with water drainage away from the Home. More than 6 inches shall be considered excessive, less than 6 inches shall be acceptable.

Responsibility: If the Builder has provided final grading upon request by the Home Owner, Builder shall fill settled areas affecting proper drainage, one time only, during the first year of the Limited Warranty period. Home Owner shall be responsible for removal and replacement of shrubs or other landscaping affected by placement of such fill.

B.Site Drainage

(1)Possible Deficiency: Improper drainage of the site.

Performance Standard: The necessary grades and swales shall have been established by the Builder to insure proper drainage away from the Home. Standing or ponding water shall not remain for extended periods in the immediate area after a rain (generally no more than 24 hours), except that in swales which drain other areas, or in areas where sump pumps discharge, a longer period can be anticipated. No grading determination shall be made while there is frost or snow on the ground, or while the ground is saturated.

Responsibility: The Builder is responsible only for initially establishing the proper grades and swales. The Home Owner is responsible for maintaining such grades and swales once they have been properly established.

2.CONCRETECOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Expansion and Contraction Joints

(1)Possible Deficiency: Separation or movement of concrete slabs within the structure at expansion and contraction joints.

Performance Standard: Concrete slabs within the structure are designed to move at expansion and contraction joints.

Responsibility: None

B.Cast-in-Place Concrete

(1)Possible Deficiency: Basement or foundation wall cracks.

Performance Standard: Shrinkage cracks are not unusual in concrete foundation walls. Such cracks greater than 1/4 inch in width shall be repaired.

Responsibility: Builder will repair cracks in excess of 1/4 inch wide.

Builder will not be responsible for color variation between existing and new material or new patching material.

(2)Possible Deficiency: Cracking of Basement Floor.

Performance Standard: Minor cracks in concrete basement floors are normal. Cracks exceeding 1/4 inch in width or 1/4 inch in vertical displacement shall be repaired.

Responsibility: Builder will repair cracks exceeding maximum tolerances by surface patching or other methods as required.

Builder will not be responsible for color variation between existing and new material or new patching material.

(3)Possible Deficiency: Cracking of slab in attached garage, porches, patios and stoops.

Performance Standard: Cracks in garage slabs, porches, patios and stoops in excess of 1/4 inch in width or 1/4 inch in vertical displacement shall be repaired.

Responsibility: Builder will repair cracks exceeding maximum tolerances by surface patching or other methods as required.

Builder will not be responsible for color variation between existing and new material or new patching material.

(4)Possible Deficiency: Uneven concrete floors/slabs.

Performance Standard: Except for basement floors or where a floor or portion of floor has been designed for specific drainage purposes, concrete floors in rooms designed for habitability shall not have pits, depressions, or areas of unevenness exceeding 1/4 inch in 32 inches.

Responsibility: Builder will correct or repair to meet the Performance Standard.

Builder will not be responsible for color variation between existing and new material or new patching material.

(5)Possible Deficiency: Cracks in concrete slab-on-grade floors with finish flooring.

Performance Standard: Cracks which rupture the finish flooring material shall be repaired.

Responsibility: Builder will repair cracks, as necessary, so as not to be readily apparent when the finish flooring material is in place. (See also Performance Standard 7., "Finishes".)

(6)Possible Deficiency: Pitting, scaling or spalling of concrete work.

Performance Standard: Due to severe climatic conditions, the use of salt, chemicals, mechanical implements and other factors beyond the builders control, the exposed surface of concrete cannot be guaranteed.

(7)Possible Deficiency: Setting, heaving or separating of stoops, steps or garage floors.

Performance Standard: Stoops, steps or garage floors shall not settle, heave or separate in excess of 1 inch from the house structures.

Responsibility: Builder will take whatever corrective action is required to meet the Performance Standard.

(8)Possible Deficiency: Standing water on stoops.

Performance Standard: Water should drain form outdoor stoops and steps. The possibility of minor water standing on stoops for a short period after rain can be anticipated.

Responsibility: Builder shall take corrective action to assure drainage of steps and stoops.

Builder will not responsible for color variation between existing and new material or new patching material.

3.MASONRYCOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Unit Masonry

(1)Possible Deficiency: Basement or foundation wall cracks.

Performance Standard: Small cracks not affecting structural stability are not unusual in mortar joints of masonry foundation walls. Cracks greater than 1/4 inch in width shall be repaired.

Responsibility: Builder will repair cracks in excess of 1/4 inch by pointing or patching. These deficiencies shall be reported and repairs made during the first year of the Limited Warranty period.

(2)Possible Deficiency: Cracks in masonry wall or veneer.

Performance Standard: Small hairline cracks due to shrinkage are common in mortar joints in masonry construction. Cracks greater than 3/8 inch in width are considered excessive.

Responsibility: Builder will repair cracks in excess of Performance Standard by pointing or patching. These repairs shall be made during the first year of the Limited Warranty period. Builder will not be responsible for color variation between old and new mortar.

4.WOOD AND PLASTICCOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Rough Carpentry

(1)Possible Deficiency: Floors squeak or subfloor loose.

Performance Standard: Floor squeaks and loose subfloor are often temporary conditions common to new construction, and a squeak-proof floor cannot be guaranteed.

Responsibility: Builder will correct the problem only if caused by an underlying construction defect.

(2)Possible Deficiency: Uneven wood floors.

Performance Standard: Floors shall not have more than 1/4 inch ridge or depression within any 32 inch measurement when measured parallel to the joists. Allowable floor and ceiling joist deflections are governed by the applicable building code.

Responsibility: Builder will correct or repair to meet Performance Standard.

(3)Possible Deficiency: Bowed walls.

Performance Standard: All interior and exterior walls have slight variances on their finished surfaces. Bowing of walls should not detract from or blemish the wall's finished surface. Walls should not bow more than 1/4 inch out of line within any 32 inch horizontal or vertical measurement.

Responsibility: Builder will repair to meet Performance Standard.

(4)Possible Deficiency: Out-of-plumb walls.

Performance Standard: Walls should not be more than 1/4 inch out of plumb for any 32 inch vertical measurement.

Responsibility: Builder will repair to meet the Performance Standard.

B.Finish Carpentry (Interior)

(1) Possible Deficiency: Poor quality of interior trim workmanship.

Performance Standard: Joints in moldings or joints between moldings and adjacent surface shall not result in open joints exceeding 1/8 inch in width.

Responsibility: Builder will repair defective joints, as defined. Caulking is acceptable.

C.Finish Carpentry (Exterior)

(1)Possible Deficiency: Poor quality of exterior trim workmanship.

Performance Standard: Joints between exterior trim elements, including siding and masonry, shall not result in open joints in excess of 3/8 inch. In all cases the exterior trim, masonry and siding shall be capable of performing its function to exclude the elements.

Responsibility: Builder will repair open joints, as defined. Caulking is acceptable.

5.THERMAL AND MOISTURECOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Waterproofing

(1) Possible Deficiency: Leaks in basement.

Performance Standard: Leaks resulting in actual trickling of water shall be repaired. Leaks caused by improper landscaping or failure to maintain proper grades are not covered by this Limited Warranty. Dampness of the walls or floors may occur in new construction and is not considered a deficiency.

Responsibility: Builder will take such action as necessary to correct basement leaks except where the cause is determined to result from Home Owner action or negligence.

B.Insulation

(1)Possible Deficiency: Insufficient insulation.

Performance Standard: Insulation shall be installed in accordance with applicable energy and building code requirements.

Responsibility: Builder will install insulation in sufficient amounts to meet Performance Standard.

C.Louvers and Vents

(1)Possible Deficiency: Leaks due to snow or rain driven into the attic through louvers or vents.

Performance Standard: Attic vents and/or louvers must be provided for proper ventilation of the attic space or the structure.

Responsibility: None

D.Roofing

(1)Possible Deficiency: Ice build-up on roof.

Performance Standard: During prolonged cold spells, ice build-up is likely to occur at the eaves of a roof. This condition occurs when snow and ice accumulate and gutters and downspouts freeze up.

Responsibility: Prevention of ice build-up on the roof is a Home Owner maintenance item.

(2)Possible Deficiency: Roof or flashing leaks.

Performance Standard: Roofs or flashing shall not leak under normally anticipated conditions except where cause is determined to result from ice build-up, high winds and driven rain or Home Owner action or negligence.

Responsibility: Builder will repair any verified roof or flashing leaks not caused by ice build-up, high winds and driven rain or Homeowner action or negligence.

(3)Possible Deficiency: Standing water on flat roof.

Performance Standard: Water shall drain form flat roof except for minor ponding immediately following rainfall or when the roof is specifically designed for water retention.

Responsibility: Builder will take corrective action to assure proper drainage of roof.

(4)Possible Deficiency: Shading or color variation in mineral surface roofing.

Performance Standard: Shading or color variation in mineral surface roofing can be expected.

Responsibility: None.

(5)Possible Deficiency: Buckling of shingles.

Performance Standard: Buckling of shingles should not occur.

Responsibility: Builder will repair affected shingles. Builder will not be responsible for color variation between existing and new material.

(6)Possible Deficiency: Curling of shingles.

Performance Standard: Some curling of roof shingles is to be expected at the edges.

Responsibility: None.

E.Siding (Wood)

(1)Possible Deficiency: Delamination of veneer or wood siding.

Performance Standard: All veneer or wood siding shall be installed according to the manufacturer's and industry's accepted standards. Separations and delaminations shall be repaired or replaced.

Responsibility: Builder will repair or replace veneer or siding as needed unless caused by Home Owner's neglect to maintain siding properly. Repaired area may not match in color and/or texture. For surfaces requiring paint, Builder will paint only the new materials. The Home Owner can expect that the newly painted surface may not match original surface in color.

(2)Possible Deficiency: Joint separations.

Performance Standard: All siding shall be installed according to the manufacturer's and industry's accepted standards. Wood sidings can expand or contract with a change in the moisture content of the wood. This is a natural characteristic of wood.

Responsibility: None.

F.Siding (Vinyl & Aluminum)

(1)Possible Deficiency: Siding becomes unlocked.

Performance Standard: Siding should not become unlocked.

Responsibility: Builder will re-secure siding.

(2)Possible Deficiency: Siding is buckling.

Performance Standard: Siding should not buckle.

Responsibility: Builder will repair siding that is buckling. Builder will not be responsible for color variation in between existing and new siding.

(3)Possible Deficiency: Variation in color, texture or sheen.

Performance Standard: Some difference in color, texture or sheen can be expected and anticipated in vinyl and aluminum sidings.

Responsibility: None.

(4)Possible Deficiency: Noise.

Performance Standard: Noise from siding can be expected.

Responsibility: None.

(5)Possible Deficiency: Rippling of vinyl or aluminum trim.

Performance Standard: By virtue of the way it has to be installed, some rippling can be expected due to face nailing or the nature of the material.

Responsibility: None. Builder will make every attempt to install material with a minimal amount of rippling.

G.Sheet Metal

(1)Possible Deficiency: Gutters and/or downspouts leak.

Performance Standard: Gutters and downspouts shall not leak but gutters may overflow during heavy rain.

Responsibility: Builder will repair leaks. It is a Home Owner responsibility to keep gutters and downspouts free of leaves and debris which could cause overflow.

(2)Possible Deficiency: Water standing in gutters.

Performance Standard: When gutter is unobstructed by debris, the water level shall not exceed one (1) inch in depth. Industry practice is to install gutters approximately 1/8 inch to 1/4 inch pitch every 10 ft. Consequently, it is entirely possible that small amounts of water will stand in certain sections of gutter immediately after a rain.

Responsibility: Builder will correct to meet Performance Standard.

H.Sealants

(1)Possible Deficiency: Leaks in exterior wall due to inadequate caulking.

Performance Standard: Joints and cracks in exterior wall surfaces and around openings shall be properly caulked to exclude the entry of water.

Responsibility: Builder will repair and/or caulk joints or cracks in exterior wall surfaces as required to correct deficiencies once, during the first year of the Limited Warranty period. Even properly installed caulking will shrink and must be maintained during the life of the Home.

6. DOORS AND WINDOWSCOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Wood, Plastic and Metal Doors

(1)Possible Deficiency: Warpage of exterior doors.

Performance Standard. Exterior doors will warp to some degree due to temperature differential on inside and outside surfaces. However, they shall not warp to the extent that they become inoperable or cease to be weather resistant or exceed National Woodwork Manufacturers Association Standards (1/4 inch, measured diagonally from corner to corner for wood doors, 1/2 inch for metal doors).

Responsibility: Builder will correct or replace and refinish defective doors, during the first year of the Limited Warranty period.

(2)Possible Deficiency: Warpage of interior passage and closet doors.

Performance Standard: Interior doors (full openings) shall not warp in excess of National Woodwork Manufacturers Association Standards (1/2 inch measured diagonally from corner to corner) provided that proper humidity has been maintained in the home.

Responsibility: Builder will correct or replace and refinish defective doors to match existing doors as nearly as possible, during the first year of the Limited Warranty period, provided that proper humidity has been maintained in the home.

(3)Possible Deficiency: Shrinkage of insert panels show raw wood edges.

Performance Standard: Panels will shrink and expand and may expose unpainted surfaces.

Responsibility: none.

(4)Possible Deficiency: Split in door panel.

Performance Standard: Split panels shall not allow light to be visible through the door.

Responsibility: Builder will, if light is visible, fill split and match paint or stain as closely as possible, one time in first year of the Limited Warranty period.

B.Glass

(1)Possible Deficiency: Broken glass.

Performance Standard: None.

Responsibility: Broken glass not reported to Builder prior to closing is the Home Owner's responsibility.

C.Garage Doors on Attached Garages

(1)Possible Deficiency: Garage doors fail to operate properly, under normal use.

Performance Standard: Garage doors shall operate properly.

Responsibility: Builder will correct or adjust garage doors as required, except where the cause is determined to result from Home Owner action or negligence.

(2)Possible Deficiency: Garage doors allow entrance of snow or water.

Performance Standard: Garage doors shall be installed so that the open space at the bottom of the door will not exceed 3/4 inch between the door and the floor in any 8 foot span. Some entrance of the elements can be expected under abnormal conditions.

Responsibility: Builder will adjust or correct garage doors to meet performance standard.

D.Wood, Plastic and Metal Windows

(1)Possible Deficiency: Malfunction of windows.

Performance Standard: Windows shall operate with reasonable ease, as designed.

Responsibility: Builder will correct or repair as required.

(2)Possible Deficiency: Condensation and/or frost on windows.

Performance Standard: Windows shall collect condensation on interior surfaces when extreme temperature differences and high humidity levels are present. Condensation is usually the result of climatic/humidity conditions, created by the Home Owner.

Responsibility: Unless directly attributed to faulty installation, window condensation is a result of conditions beyond the Builder's control. No corrective action required.

E.Weatherstripping and Seals

(1)Possible Deficiency: Air infiltration around doors and windows.

Performance Standard: Some infiltration is normally noticeable around doors and windows, especially during high winds. Poorly fitted weatherstripping shall be adjusted or replaced. It may be necessary for the Home Owner to have storm doors and windows installed to provide satisfactory solutions in high wind areas.

Responsibility: Builder will adjust or correct poorly fitted doors, windows and poorly fitted weatherstripping.

7.FINISHESCOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Lath and Plaster

(1)Possible Deficiency: Cracks in interior wall and ceiling surfaces.

Performance Standard: Hairline cracks are not unusual in interior walls and ceiling surfaces. Cracks greater than 1/8 inch in width shall be repaired.

Responsibility: Builder will repair cracks exceeding 1/8 inch in width as required one time only, during the first year of the Limited Warranty period. (See also Performance Standard 7.F, "Painting.")

B.Gypsum Wallboard

(1)Possible Deficiency: Defects which appear during first year of the Limited Warranty such as nail pops, blisters in tape, or other blemishes.

Performance Standard: Slight "imperfections" such as nail pops, seam lines and cracks not exceeding 1/8 inch in width are common in gypsum wallboard installations and are considered acceptable.

Responsibility: Builder will repair only cracks exceeding 1/8 inch in width, one time only, during the first year of the Limited Warranty period. (See also Performance Standard 7.F, "Painting.")

C.Ceramic Tile

(1)Possible Deficiency: Ceramic tile cracks or becomes loose.

Performance Standard: Ceramic tile shall not crack or become loose.

Responsibility: Builder will replace cracked tiles and re-secure loose tiles unless the defects were caused by the Home Owner action or negligence. Builder will not be responsible for discontinued patterns or color variations in ceramic tile.

(2)Possible Deficiency: Cracks appear in grouting ceramic tile joints or at junctions with other materials such as a bathtub.

Performance Standard: Cracks in grouting or ceramic tile joints are commonly due to normal shrinkage conditions.

Responsibility: Builder will repair grouting if necessary one time only, during the first year of the Limited Warranty period. Builder will not be responsible for color variations or discontinued colored grout. Regrouting of these cracks is a maintenance responsibility of the Home Owner within the life of the Home.

D.Finished Wood Flooring

(1)Possible Deficiency: Cracks developing between floor boards.

Performance Standard: Cracks in excess of 1/8 inch in width shall be correct.

Responsibility: Builder will repair cracks in excess of 1/8 inch within the first year of the Limited Warranty period, by filling or replacing, at Builder's option.

(2)Possible Deficiency: Dents or depressions can result from sharp objects such as high heels or furniture legs.

Performance Standard: Home Owner shall be responsible to protect the floor against dents or depressions.

Responsibility: None.

E.Resilient Flooring

(1)Possible Deficiency: Nail pops appear on the surface of resilient flooring.

Performance Standard: Readily apparent nail pops shall be repaired.

Responsibility: Builder will reset nail heads which are readily apparent. Builder shall not be responsible to replace resilient floor should nail pops re-appear.

(2)Possible Deficiency: Depressions or ridges appear in the resilient flooring due to subfloor irregularities.

Performance Standard: Readily apparent depressions or ridges exceeding 1/8 inch shall be repaired. The ridge or depression measurement is taken as the gap created at one end of a six-inch straightedge placed over the depression or ridge with three inches of the straightedge on one side of the defect, held tightly to the floor.

Responsibility: Builder will take corrective action as necessary, to bring the defect within acceptable tolerance so that the affected area is not readily visible. Builder will not be responsible for discontinued patterns or variations in floor covering.

(3)Possible Deficiency: Resilient flooring loses adhesion.

Performance Standard: Resilient flooring shall not lift, bubble or become unglued.

Responsibility: Builder will repair or replace, at Builder's sole option, the affected resilient flooring as required. Builder will not be responsible for discontinued patterns or color variation of floor covering, or for problems caused by Home Owner neglect or abuse.

(4)Possible Deficiency: Seams or shrinkage gaps show at resilient flooring joints.

Performance Standard: Gaps shall not exceed 1/16 inch in width in resilient floor covering joints. Where dissimilar materials abut, a gap not to exceed 1/8 inch is permissible.

Responsibility: Builder will repair or replace, at Builders sole option, the affected resilient flooring as required. Builder will not be responsible for discontinued patterns or color variation of floor covering, or for problems caused by Home Owner neglect or abuse.

(5)Possible Deficiency: Dents or depressions can result from sharp objects such as high heels or furniture legs.

Performance Standard: Home Owner shall be responsible to protect the floor against dents or depressions.

Responsibility: None.

F.Painting

(1)Possible Deficiency: Exterior paint or stain peels, deteriorates or fades.

Performance Standard: Exterior paints or stains should not fail during the first year of the Limited Warranty period. However, fading is normal and the degree is dependent on climatic conditions.

Responsibility: If paint or stain is defective, Builder will properly prepare and refinish affected areas, matching color as close as possible.

(2)Possible deficiency: Painting required as corollary repair because of other work.

Performance Standard: Repairs required under this Limited Warranty shall be finished to match surrounding areas as closely as practicable.

Responsibility: Builder will finish repair areas as indicated.

(3)Possible Deficiency: Deterioration of varnish or lacquer.

Performance Standard: Natural finishes on interior woodwork shall not deteriorate during the first year of the Limited Warranty period. However, varnish type finishes used on the exterior will deteriorate rapidly and are not covered by the Limited Warranty.

Responsibility: Builder will retouch affected areas of natural finish interior woodwork, matching the color as closely as possible.

(4)Possible Deficiency: Mildew or fungus on painted and stained surfaces.

Performance Standard: Mildew or fungus will form on a painted or stained surface if the structure is subject to abnormal exposures (i.e., rainfall, ocean, lake or river front.)

Responsibility: Mildew or fungus formation is a condition the Builder cannot control and is a Home Owner maintenance item unless it is a result of noncompliance with other sections of the Performance Standard.

G.Wall Covering

(1)Possible Deficiency: Peeling of wall covering.

Performance Standard: Peeling of wall covering shall not occur.

Responsibility: Builder will repair or replace defective wall covering applications.

(2)Possible Deficiency: Edge mismatching in pattern of wall covering.

Performance Standard: Mis-matching of pattern in excess of 3/16 inch in unacceptable.

Responsibility: Builder shall repair or replace to fit acceptable tolerance.

H.Carpeting

(1)Possible Deficiency: Open carpet seams.

Performance Standard: Carpet seams will show. However, no visible gap is acceptable.

Responsibility: Builder will correct.

(2)Possible Deficiency: Carpeting becomes loose, seams separate or stretching occurs.

Performance Standard: Wall to wall carpeting, installed as the primary floor covering, when stretched and secured properly shall not come up, become loose, or separate from its point of attachment.

Responsibility: Builder will re-stretch or re-secure carpeting as needed, if original installation was performed by Builder.

(3)Possible Deficiency: Spots on carpet, minor fading.

Performance Standard: Exposure to light may cause spots on carpet and or minor fading.

Responsibility: None.

I.Special Coatings

(1)Possible Deficiency: Cracks in exterior stucco wall surfaces.

Performance Standard: Cracks are not unusual on exterior stucco surfaces. Cracks greater than 1/8 inch in width shall be repaired.

Responsibility: Builder will repair cracks exceeding 1/8 inch in width, one time only, during the first year of the Limited Warranty period.

8. SPECIALTIESCOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Louvers and Vents

(1)Possible Deficiency: Inadequate ventilation of attics and crawl spaces.

Performance Standard: Attic and crawl spaces shall be ventilated as required by the approved building code.

Responsibility: The Builder shall provide for adequate ventilation. Builder will not be responsible for alterations to the original system.

B.Fireplaces

(1)Possible Deficiency: Fireplace or chimney does not draw properly.

Performance Standard: A properly designed and constructed fireplace and chimney shall function properly. It is normal to expect that high winds can cause temporary negative draft situations. Similar negative draft situations can also be caused by obstructions such as large branches of trees too close to the chimney. Some homes may need to have a window opened slightly to create an effective draft, if they have been insulated and weatherproofed to meet high energy conservation criteria.

Responsibility: Builder will determine the cause of malfunction and correct, if the problem is one of design or construction of the fireplace.

(2)Possible Deficiency: Chimney separation from structure to which it is attached.

Performance Standard: Newly built fireplaces will often incur slight amounts of separation. Separation shall not exceed 1/2 inch from the main structure in any 10 foot vertical measurement.

Responsibility: Builder will determine the cause of separation and correct if standard is not met. Caulking is acceptable.

(3)Possible Deficiency: Firebox paint changed by fire.

Performance Standard: none.

Responsibility: None. Heat from fires will alter finish.

(4)Possible Deficiency: Cracked firebrick and mortar joints.

Performance Standard: Cracks in excess of 1/8 inch in width shall be repaired.

Responsibility: Builder will repair cracks exceeding 1/8 inch in width, one time only, during the first year of the Limited Warranty Period. Builder will not be responsible for color variation between existing and new patching materials.

(5)Possible Deficiency: Cold air in and around fireplace.

Performance Standard: The NYS Energy Code requires the use of outside air for combustion, which may result in a temperature differential between firebox air and room air.

Responsibility: None.

9.EQUIPMENTCOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Residential Equipment

(1)Possible Deficiency: Surface cracks, joint delaminations and chips in high pressure laminates on vanity and kitchen cabinet countertops.

Performance Standard: Countertops fabricated with high pressure laminate coverings shall not delaminate.

Responsibility: Builder will replace delaminated coverings to meet specified criteria. Builder will not be responsible for chips and cracks noted following first occupancy.

(2)Possible Deficiency: Kitchen cabinet malfunctions.

Performance Standard: Warpage not to exceed 1/4 inch as measured from face frame to point of furthermost warpage with door or drawer front closed position.

Responsibility: Builder will correct or replace doors or drawer fronts.

(3)Possible Deficiency: Gaps between cabinets, ceiling or walls.

Performance Standard: Acceptable tolerance 1/4 inch in width.

Responsibility: Builder will correct to meet Performance Standard.

10.PLUMBINGCOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Water Supply System

(1)Possible Deficiency; Plumbing pipes freeze and burst.

Performance Standard: Drain, waste and vent, and water pipes shall be adequately protected, as required by applicable code, during normally anticipated cold weather, and as defined in accordance with ASHREA design temperatures, to prevent freezing.

Responsibility: Builder will correct situations not meeting the code. It is the Home Owner's responsibility to drain or otherwise protect lines and exterior faucets exposed to freezing temperatures. It is the home owner's responsibility to maintain a minimum temperature of 55 degrees throughout the house. All exterior hoses must be disconnected during freezing weather.

B.Plumbing System

(1)Possible Deficiency: Faucet or valve leak.

Performance Standard: No valve or faucet shall leak due to defects in workmanship and materials.

Responsibility: Builder will repair or replace the leaking faucet or valve.

(2)Possible Deficiency: Defective plumbing fixtures, appliances or trim fittings.

Performance Standard: Fixtures, appliances or fittings shall comply with their manufacturer's standards.

Responsibility: Builder will replace any defective fixture or fitting which does not meet acceptable standards, as defined by manufacturer.

(3)Possible Deficiency: Noisy water pipes.

Performance Standard: There will be some noise emitting from the water pipe system, due to the flow of water. However, water hammer shall be eliminated.

Responsibility: Builder cannot remove all noises due to water flow and pipe expansion. Builder will correct to eliminate "water hammer".

(4)Possible Deficiency: Cracking or chipping of porcelain or fiberglass surfaces.

Performance Standard: Chips and cracks on surfaces of bathtubs and kitchen sinks can occur when surface is hit with sharp or heavy objects.

Responsibility: Builder will not be responsible for repairs unless damage has been reported to Builder prior to first occupancy.

(5)Possible Deficiency: Moisture dripping off of water closet and cold water lines.

Performance Standard: Condensation on water closets and cold water lines is normal.

Responsibility: None.

11.HEATING AND COOLINGCOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Heating

(1)Possible Deficiency: Inadequate heating.

Performance Standard: Heating system shall be capable of producing an inside temperature of 70 degrees Fahrenheit, as measured in the center of each room at a height of 5 feet above the floor, under local outdoor winter design conditions as specified in ASHREA handbook. Federal, state or local energy codes shall supersede this standard where such codes have been locally adopted.

Responsibility: Builder will correct heating system to provide the required temperatures. However, the Home Owner shall be responsible for balancing dampers, registers and other minor adjustments.

B.Refrigeration

(1)Possible Deficiency: Inadequate cooling.

Performance Standard: Where air-conditioning is provided, the cooling system shall be capable of maintaining a temperature of 78 degree Fahrenheit, as measured in the center of each room at a height of 5 feet above the floor, under local outdoor summer design conditions specified in ASHREA handbook. In the case of outside temperatures exceeding 95 degree Fahrenheit, a differential of 15 degree Fahrenheit from the outside temperature will be maintained. Federal, state, or local energy codes shall supersede this standard where such codes have been locally adopted.

Responsibility: Builder will correct cooling system to meet temperature conditions, in accordance with specifications.

C.Condensation Lines

(1)Possible Deficiency: Condensation lines clog up.

Performance Standard: None.

Responsibility: Condensation lines will clog eventually under normal use. This is a Home Owner maintenance item. Builder shall provide unobstructed condensation lines at a time of first occupancy.

12.VENTILATIONCOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Air Distribution

(1)Possible Deficiency: Noisy ductwork.

Performance Standard: When metal is heated it expands and when cooled it contracts. The result is "ticking" or "cracking" which is generally to be expected.

Responsibility: None.

(2)Possible Deficiency: Oilcanning.

Performance Standard: The stiffening of the ductwork and the gauge of the metal used shall be such that ducts do not "oilcan". The booming noise caused by "oilcanning" is not acceptable.

Responsibility: Builder will correct to eliminate this sound.

13.ELECTRICALCOVERAGE: 1ST YEAR ONLY

AREA: WORKMANSHIP & MATERIALS

A.Electrical Conductors, Fuses, and Circuit Breakers

(1)Possible Deficiency: Fuses blow or circuit breakers (excluding ground fault interrupters) "kick out".

Performance Standard: Fuses and circuit breakers shall not activate under normal usage.

Responsibility: Builder will check wiring circuits for conformity with local, state, or approved national electrical code requirements. Builder will correct circuitry not conforming to code specifications. It is the home owner's responsibility to understand the capabilities of different types of circuits in the house and not to overload them.

B.Outlets, Switches and Fixtures

(1)Possible Deficiency: Drafts from electrical outlets.

Performance Standard: Electrical junction boxes on exterior walls may produce air flow whereby the cold air can be drawn through the outlet into a room. The problem is normal in new home constructions.

Responsibility: None.

(2)Possible Deficiency: Malfunction of electrical outlets, switches or fixtures.

Performance Standard: All switches, fixtures and outlets shall operate as intended.

Responsibility: Builder will repair or replace defective switches, fixtures and outlets.

C.Service and Distribution

(1)Possible Deficiency: Ground fault interrupter trips frequently.

Performance Standard: Ground fault interrupters are sensitive safety devices installed into the electrical system to provide protection against electrical shock. These sensitive devices can be tripped very easily.

Responsibility: Builder shall install ground fault interrupter in accordance with approved electrical code. Tripping is to be expected and is not covered, unless due to a construction defect. It is the home owner's responsibility to understand the capabilities of different types of circuits in the house and not to overload them.

SYSTEMS: FIRST AND SECOND YEARS

14.PLUMBING SYSTEMCOVERAGE: 1ST & 2ND YEAR

AREA: SYSTEMS

A.Water Supply

(1)Possible Deficiency: Water supply system fails to deliver water.

Performance Standard: All on-site service connections to municipal water main and private water supply shall be the Builder's responsibility. Private systems shall be designed and installed in accordance with all approved building, plumbing and health codes.

Responsibility: Builder will repair if failure is the result of defective workmanship or materials. If conditions beyond Builder's control disrupt or eliminate the sources of the supply, the Builder has no responsibility.

B.Septic Tank System

(1)Possible Deficiency: Septic system fails to operate properly.

Performance Standard: Septic system shall function adequately during all seasons, under climatic conditions normal or reasonable anticipated (based on local records) for the location of the home. Septic system shall be designed and installed to comply with applicable code requirements.

Responsibility: Builder, will repair, or otherwise correct, a malfunctioning or non-operating system, if failure is caused by inadequate design, faulty installation, or other cause relating to actions of the builder or contractors or subcontractors under the builder's control. Builder will not be responsible for system malfunction or damage which is caused by owner negligence, lack of system maintenance, or other causes attributable to actions of the owner or owner's contractors, not under the control of the builder, including, but not necessarily limited to, the addition of fixtures, items of equipment, appliances or other sources of waste or water to the plumbing system served by the septic system; and damage, or changes, to the septic system installation or surrounding soil conditions critical to the system's functioning.

C.Piping

(1)Possible Deficiency: Leakage from any pipe.

Performance Standard: No leaks of any kind shall exist in any soil, waste, vent, or water pipe. Condensation on piping does not constitute leakage, and is not covered.

Responsibility: Builder will make repairs to eliminate leakage.

(2)Possible Deficiency: Stopped up sewers, fixtures and drains.

Performance Standard: Sewers, fixtures and drains shall operate properly.

Responsibility: Builder will not be responsible for sewers, fixtures and drains which are clogged through the Home Owner negligence. If a problem occurs, the Home Owner should consult Builder for a proper course of action. Where defective construction is shown to be the cause, Builder will assume the cost of the repair; where Home Owner negligence is shown to be the cause, the Home Owner shall assume all repair costs.

(3)Possible Deficiency: Refrigerant lines leak.

Performance Standard: Refrigerant lines shall not develop leaks during normal operation.

Responsibility: Builder will repair leaking refrigerant lines and re-charge unit, unless damage was caused by the Home Owner.

15.VENTILATION SYSTEMSCOVERAGE: 1ST & 2ND YEAR

AREA: SYSTEMS

A.Air Distribution

(1)Possible Deficiency: Ductwork separates or becomes unattached.

Performance Standard: Ductwork shall remain intact and securely fastened.

Responsibility: Builder will re-attach and re-secure all separated or unattached ductwork.

16.ELECTRICAL SYSTEMSCOVERAGE: 1ST & 2ND YEAR

AREA: SYSTEMS

A.Wiring

(1)Possible Deficiency: Failure of wiring to carry its designed load.

Performance Standard: Wiring should be capable of carrying the designed load for normal residential use.

Responsibility: Builder will check wiring for conformity with local, state, or approved national electrical code requirements. Builder will repair wiring not conforming to code specifications.

152

NOTICE OF WARRANTY CLAIM FORM

Dear Home Owner:

To ask Seller to correct a defect in your Home that you think is covered b' Seller's Limited Warranty, you must complete this form and deliver it to Seller. This is necessary to protect your rights to warranty performance under the Limited Warranty. Even if you believe that Seller is aware of the problem, fill out this form and deliver it to Seller.

The information you will need to fill out the form will be on page 1 of the Limited Warranty. However, if you do not know the answers to any questions, write "Don't know." Please do not leave any item blank.

Your Name:______________________

Mailing Address:____________________________

Phone:___________________________

Limited Warranty No.:___________________________

Warranty Date:_____________________________

Describe the defect(s) which you think are covered by the Limited Warranty. Be sure to include when each defect first occurred or when you first noticed it. Use additional sheets, as necessary, to fully describe the problem:

(Signature) (Date)

(Signature) (Date)

22

171

CERTIFICATION BY SPONSOR

AND PRINCIPALS OF SPONSOR

WOODPOINTE AT HOPKINS ROAD, LTD., by , on behalf of the Sponsor, and , individually, as principals of the Sponsor, being duly sworn, depose and say that:

We are the Sponsor and the principals of Sponsor of the homeowners association offering plan for, the captioned property.

We understand that we have primary responsibility for compliance with the provisions of Article 23-A of the General Business Law, the regulations promulgated by the Attorney General in Part 22 and such other laws and regulations as may be applicable.

We have read the entire offering plan. We have investigated the facts set forth in the offering plan and the underlying facts. We have exercised due diligence to form a basis for this certification. We jointly and severally certify that the offering plan for the homeowners' association does and that documents submitted hereafter by us which amend or supplement the offering plan for the homeowners' association will:

1. set forth the detailed terms of the transaction and be complete, current and accurate;



2. afford potential investors, purchasers and participants an adequate basis upon which to found their judgment;



3. not omit any material fact;



4. not contain any untrue statement of a material fact;
   
   
   
   172
   
   
   -2-
   
5. not contain any fraud, deception, concealment, suppression, false pretense or fictitious or pretended purchase or sale;



6. not contain any promise or representation as



7. to the future which is beyond reasonable expectation or unwarranted by existing circumstances;



8. not contain any representation or statement which is false, where we: (a) knew the truth; (b) with reasonable effort could have known the truth; (c) made no reasonable effort to ascertain the truth; or (d) did not have knowledge concerning the representation or statement made.

This certification is made under penalty of perjury for the benefit of all persons to whom this offer is made. We understand that violations are subject to the civil and criminal penalties of the General Business Law and Penal Law.

WODDPOINTE AT HOPKINS ROAD, LTD.

By:

STATE OF NEW YORK )

COUNTY OF ERIE )ss:

On this 15th day of October 1990 before me personally came , to me known, who, being by me duly sworn, did depose and say that he resides at ; that he is thePresident of WOODPOINTE AT HOPKINS ROAD, LTD., the corporation described in and which executed the within Instrument; that he knows the seal of said corporation; that the seal affixed to said Instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation and that he signed his name thereto by like order.

____________________________________

Notary Public

173

Subscribed and sworn to

before me this day

of _______________, 1990.

 

________________	________________
Notary Public

Subscribed and sworn to

before me this day

of _______________, 1990.

 

________________	________________
Notary Public

174

DESCRIPTION OF COMMON AREAS

AND

FACILITIES TO BE MAINTAINED

BY

WOODPOINTE ASSOCIATION, INC.

HOMEOWNERS ASSOCIATION

August, 1990

PREPARED FOR:

Woodpointe Association, Inc.

c/o First Elmwood Management Corp.

5820 Main Street - Suite 505

Williamsville, New York 14221

PREPARED BY:

Pratt and Ninth Associates

60 Earhart Drive

Williamsville, New York 14221

August 31, 1990

Revised October 4, 1990

90017

175

Section 22.7Description of HOA Property

1. Description of Property Location
   
   Woodpointe Townhouses are located on the east side of Hopkins Road approximately four hundred fifty (450) north of Sheridan Drive (NYS Route 324), Town of Amherst, County of Erie, State of New York. The property parcel is currently vacant except for existing vegetation: trees tall grasses and ground covers. The property is generally surrounded by existing single family residential homes and commercial and professional properties.



2. Site
   
   
   1. Size: The project site comprised of 3.585 acres.
   
   
   
   2. Number of buildings and use: The project is comprised of 10 - 2, 3 and 4 unit townhouse buildings.
   
   
   
   3. Streets owned or maintained by the HOA:
      There will be no streets owned or maintained by the HOA.
   
   
   
   4. Drives, sidewalks and ramps:
      A private driveway seven hundred fifty (750) feet long by twenty-five (25) feet wide will provide access to the individual driveways which will serve each unit.
      
      (i)Paving: All driveways serving the site are composed of eleven (Il) inch pavement section as follows: eight (8) inch run of crusher stone base course; two (2) inch asphalt concrete binder course; one (1) inch asphalt concrete top course.
      
      (iii)Driveway surface drainage will be directed to the existing on site catch basins. Yard drainage will be collected by surface swales to eighteen (IS) yard receivers through a total of one thousand four hundred sixty- eight (1,468) lineal feet of 8, 10, and 12 inch PVC pipe and corrugated metal pipe
      
      22.7-1
      
      176
      
      
      to two (2) storm water detention ponds located on the east side of existing Hopkins Road near the project entrance.
      
      (iv)Street Lighting: Public street lighting exists along Hopkins. There will be lighting on the project site which will be owned and maintained by the HOA.
   
   
   
3. Sub-Soil Conditions:
   
   Danger from flooding in not anticipated relative to the project site. The Soil Survey of Erie County, New York, indicates a perched seasonal high water table in the lower part of the subsoil from December through May. The project site is shown in Zone C on the Flood Insurance Rate Map as published by the Federal Emergency Management Agency. Zone C is designated as a low risk area subjected to minimal flooding and no flood elevation is defined.
   
   The project site is located in an area which is not subjected to mud slides or erosion.



4. Landscaping:
   
   (I)Grass Cover: The total project site is 3.585 ac. The site grass cover is proposed as 1.795 ac.
   
   (2)Plantings: Each of the thirty-three (33) units will be professionally landscaped. Front yard plantings will include various shrubs and ground covers which will be maintained by the HOA.
   
   (3)Trees: A landscape plan for the site has been approved by the Town of Amherst. The trees will be planted along the property perimeters and in the front and rear of each building. One hundred two (102) tree plantings are proposed. Tree plantings will be maintained by the HOA. Tree types and
   
   22.7-2
   
   177
   
   
   recommended sizes are specified in the following table:
   
   

   MIN.

    

   QUANTITY	BOTANICAL NAME	COMMON NAME	SIZE	METHOD
   26	PINUS NIGRA	AUSTRIAN PINE	2 1/2"	BALL & BURLAP
   7	ACER SACCHARUM	SUGAR MAPLE	2 1/2"	BALL & BURLAP
   25	MALUS HOPA	RED FLOWING CRAB	2 1/2"	BALL & BURLAP
   18	GLEDITSIA	COMMON LOCUST	2 1/2"	BALL & BURLAP
   	TRIACANTHOS	TULIP TREE	2 1/2"	BALL & BURLAP
   5	LIRIODENDRON
   	TULIPIFERA
   2	TILIA CORDATA	LITTLELEAF LINDEN	2 1/2"	BALL & BURLAP
   16	PICEA GLAUCA	WHITE SPRUCE	2 1/2"	BALL & BURLAP

   (4)Fencing: A six (6) foot stockage type fence will be provided along the northeast end of the site as follows: two hundred (200) feet along the north property line and extending along the east line, beginning at the northeast property corner one hundred twenty (120) feet (rear of buildings 2, 3 and 4). In addition, fencing is proposed along the south property line (rear of building numbers 9 and 10) for two hundred (200) feet, turning and extending one hundred twenty (120) feet along the west property line (rear of buildings 7 and 8).




5. Utilities:
   
   (I)Water supply: There is an existing eight (8) inch public watermain located on the east side of existing Hopkins Road. The existing watermain is owned and operated under a Lease-Management Agreement between the Town of Amherst and the Erie County Water Authority.
   
   The HOA will be responsible for maintenance of the water meter pit and all on site waterline utilities and appurtenances.
   
   (2)Natural Gas Service: A public natural gas line is existing on Hopkins Road. Gas service is available for all units.
   
   22.7-3
   
   178
   
   
   (3)Electric service: Public Electric service is available for all units.
   
   (4)Cable Television: Private cable television service is available for all units.



6. Sewers:
   
   (1)Sanitary Sewage System:
   
   sewage Piping: sanitary sewage service will be provided for six hundred fifty-nine (659) lineal feet of eight (8) inch PVC (Schedule SDR-35) sewer main. Each individual unit will be connected to the 8 inch main with a six (6) inch PVC service lateral. Thirty-one (1) sanitary manholes are proposed. On site sewage facilities will be maintained by the HOA.
   
   (i)Each individual unit has one (1), six (6) inch PVC service lateral which will connect to the on site eight (8) inch sewer main.
   
   (ii)Sewage Pumps: No sewage pumps are proposed for any of the units.
   
   (iii)Sewage Disposal: All sanitary sewage flows will be tributary to existing Town of Amherst public sanitary sewers and will be treated at the Town's sewage treatment facility.
   
   (2)Permit Required: Connection to existing sanitary sewers is subject to review and approval by the County of Erie Department of Environment and Planning. Approval for sewer connection is expected in September 1990.
   
   (3)Storm Drainage System:
   
   (i)Catch Basins: Three (3) catch basins are proposed on site. An existing catch basin is located on Hopkins Road and is a public utility owned and maintained by the Town of Amherst.
   
   (ii)Yard and Roof Drains: Eighteen (18) yard receivers are planned and will conduct yard drainage through PVC pipe to an existing Town of Amherst catch basin located on the east side of Hopkins Road. Building roof drainage
   
   22.7-4
   
   179
   
   
   is connected to the yard drainage piping system at two (2) locations (at building corners). Roof drain lines will be four (4) inch PVC pipe.
   
   (iii)Piping: All yard drainage piping and roofing materials will be poly-Vinyl chloride (PVC)



7. Refuse Disposal
   
   (1)Pick-up schedule: Refuse will be collected weekly by a private refuse contractor, arranged by the HOA. Refuse will be deposited at a New York State approved facility.



8. Garages and Parking Areas



1. Location of Garages: A single garage, attached to the unit, will be provided for each of the thirty-three (33) units proposed.



2. Location of Parking Areas: A driveway for each unit will provide one (I) parking space in addition to each garage unit.
   
   
3. Drainage: The garage floors will be sloped to drain to the driveway which will convey water to the on site catch basins.

CERTIFICATION OF SPONSOR'S ENGINEER

Re:Woodpointe Association, Inc.

DAVID F. PRATT, F.E., licensed professional engineer in the State of New York, certifies as follows:

The Sponsor of the captioned offering plan for a homeowners' association retained our firm to prepare a report describing the property when constructed (the "Report"). We prepared the plans and specifications dated May, 1988 and July, 1990, and prepared the Report dated October 4, 1990, a copy of which is intended to be incorporated into the offering plan so that prospective purchasers may rely on the Report.

We understand that we are responsible for complying with Article 23-A of the General Business Law and the regulations promulgated by the Attorney General in Part 22 insofar as they are applicable to this Report.

We have read the entire Report and investigated the facts set forth in the Report and the facts underlying it with due diligence in order to form a basis for this certification. We certify the Report does:

1. set forth in narrative form the significant elements of the entire property as it will exist upon completion of construction, provided that construction is in accordance with the plans and specifications that we examined;



2. in our opinion afford potential investors, purchasers and participants an adequate basis upon which to found their judgement concerning the physical condition of the property as it will exist upon completion of construction, provided that construction is in accordance with the plans and specifications that we examined;



3. not omit any material fact;



4. not contain any untrue statement of a material fact;



5. not contain any fraud, deception, concealment, or suppression;



6. not contain any promise or representation as to the future which is beyond reasonable expectation or unwarranted by existing, circumstances;
   
   
   

   182





7. not contain any representation or statement which is false, where we: (a) knew the truth; (b) with reasonable effort could have known the truth; (c) made no reasonable effort to ascertain the truth; or (d) did not have knowledge concerning the representation of statement made.

We further certify that we are not owned or controlled by and have no beneficial interest in the Sponsor and that our compensation for preparing this Report is not contingent on the profitability or price of the offering. This statement is not intended as a guarantee or warranty of the physical condition of the property.

David . Pratt, P.E.

Subscribed and sworn to before me

this 11th day of October, 1990.

___________________________________

Notary Public

183

CERTIFICATION RE ADEQUACY OF BUDGET

SEPTEMBER 13, 1990

RE: WOODPOINTE HOMEOWNERS ASSOCIATION, INC.

The Sponsor of the Association Offering Plan for the captioned property retained our firm (Sibley Real Estate Services, Inc.) to review Schedule A containing projections of income and expenses for the first full year of Association operations. The experience of David A. Cowan, Vice President of the Community Association Management Division of Sibley Real Estate Services, Inc. includes:

Former Vice President of A.S. L. Denver, Inc., a professional property management and maintenance company in Denver, Colorado. Responsible for managing and maintaining 40 community associations containing over 4,000 units.

Currently, the Sibley Services Community Association Management Division manages the following residential and commercial Condominium and Homeowner Associations: 40 Units in the Bantry Green Condominium ; 188 Units in Charlesgate Village Association; 97 Units in Forest Edge Cluster Association; 92 Units in the Evergreens Homeowners Association; 248 Units in Foxberry Village Condominium; 96 Units in Harrogate Square Condominium; 49 Units in Hidden Ridge Common Homeowners Association; 64 Units in Parks Edge Cottages Condominium; 24 Units in Park Lane Court Condominium; 104 Units in Park Place Condominium; 52 Units in Stoneledge Condominium; 52 Units in Williamsville Towers Condominium; 21 Units in Briarwoods Townhome Association; 48 Units in the Pomeroy Lane Condominium; 40 Units in Condos On the Boardwalk; 8 Units in Forest Medical Professional Condominium; 134 Units in Wedgewood Commons Homeowners Association; 54 Units in Wellington Village Condominium; 25 Units in the Wellington Court Homeowners' Association; 63 Units in Woodgate Village; 48 Units in Canterbury Manor Condominium; 13 Units in Village Gates Condominium; 16 Units in Park Club Condominium; 56 Units in the Chestnut Ridge Condominium; 64 Units in the Dorchester Square Condominium; 32 Units in the Hampton Hill Villas; 92 Units in The Forest Condominium, 36 units in Crystal Common Condominium, all located in Amherst, New York; 49 Units in the Spaulding Lake development located in Clarence, KY; 48 Units in Symphony Circle Condominium; 30 Units in Nest Ferry Village Townhouse Association; 24 Units in 900 Delaware Condominium; 30 Units in Harbour Pointe Village Homeowners Association; 30 Units in St. Mary's Square Condominium; 21 Units in Mel ton Manor Condominium; 22 Units in Marina Park Condominium; 57 Units in Rivermist Homeowners Association, 23 Units in Gull Landing Condominium; all located in

Sibley Real Estate Services, Inc.

184

Woodpointe Homeowners Association, Inc.

September 13, 1990

Page 2

Buffalo, New York; 24 Units in Snyder Court Condominium; 16 Units in Villa Park Condominium; 30 Units in Wellington Square Condominium; 40 Units in Pebble Creek Condominium, located in Cheektowaga, New York; 92 Units in Belltower Village Condominium; 76 Units in Eastwood Homeowners Association, 50 Units in Eastwood North Association, Inc.; located in Lancaster, New York; 139 Units in Wimbledon Village Someowners Association; 36 Units in the Indian Springs Condominium; 40 Units in Hillcrest Heights Homeowners Association, 24 Units in The Woods Association, Inc., located in West Seneca, New York; 22 Units in Dover Station Homeowners Association; 48 Units in River Edge Homeowners Association; 20 Units in the Brighton Park Homeowners' Association, located in Tonawanda, New York; 40 Units in the Oakmont Colony community on Grand Island, New York; 87 Units in Stonegate Condominium in East Aurora, New York; and 30 Units in the Pond Brook Townhome Association, in Elma, New York; and 78 Units in Worthington Ridge Condominium in Lockport, New York.

Mr. Cowan is a member of the Community Association Institute (CAI) and has served as President of the Board of Directors of the Rocky Mountain Chapter of the CAI.

He is a member of the Institute of Real Estate Management and holds the Certified Property Manager designation (CPM).

He was licensed to sell real estate in the State of Colorado.

He has also been engaged in the residential and light commercial contracting business.

We understand that we are responsible for complying with Article 23-A of the General Business Law and the regulations promulgated by the Attorney General in Part 22 insofar as they are applicable to Schedule A.

We have reviewed the Schedule and investigated the facts set forth in the Schedule and the facts underlying it with due diligence in order to form a basis for this Certification.

We certify that the projections in Schedule A appear reasonable and adequate under existing circumstances, and the projected income will be sufficient to meet the anticipated operating expenses.

We certify that this Certification and all documents prepared by us hereafter that concern the Schedule do;

(i)set forth in detail the terms of the transaction as it relates to the Schedule and be complete, current and accurate;

185

Woodpointe Homeowners Association, Inc. September 13, 1990

Page 3

(ii)afford potential investors, purchasers and participants an adequate basis upon which to found their judgment;

(iii)not omit any material fact;

(iv)not contain any untrue statement of material fact;

(v)not contain any fraud, deception, concealment or suppression;

(vi)not contain any representation or statement which is false, where we:

1. knew the truth;



2. with reasonable effort, could have known the truth;



3. made no reasonable effort to ascertain the truth; or;



4. did not have the knowledge concerning the representations or statement made.

We further certify that we are not owned or controlled by and have no beneficial interest in the Sponsor and that our compensation for preparing this certification is not contingent on the conversion of the property to a condominium or on the profitability or price of the offering. We understand that a copy of this Certification is intended to be incorporated into the Offering Plan so that purchasers' may rely on it.

This Certification is made under penalty of perjury for the benefit of all persons to whom this offer is made. We understand that violations are subject to the civil and criminal penalties of the General Business Law and Penal Law.

SIBLEY REAL ESTATE SERVICES, INC.

David A. Cowan, Vice President

Community Association Management Division

Subscribed to and sworn to before me this 9th day of October, 1990.

_______________________

(Notary Public)