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Home My WebLink About20143926.tiffRESOLUTION RE: APPROVAL OF RENEWAL APPLICATION FOR HOTEL AND RESTAURANT LIQUOR LICENSE, WITH OPTIONAL PREMISES, FROM THE EATON COUNTRY CLUB AND AUTHORIZE CHAIR TO SIGN - EXPIRES NOVEMBER 16, 2015 WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Eaton Country Club presented to the Board of County Commissioners of Weld County, Colorado, an application for the renewal of a Hotel and Restaurant Liquor License, with Optional Premises, for the sale of malt, vinous and spirituous liquors, and WHEREAS, pursuant to Exhibit 5-H of the Weld County Code, said applicant has paid the sum of $175.00 to the County of Weld for the renewal of the existing license, and WHEREAS, said applicant has exhibited a State Liquor License for the sale of malt, vinous and spirituous liquors for consumption by the drink on the premises only, outside the corporate limits of any town or city in the County of Weld at the location described as follows: 37661 County Road 39 Eaton, Colorado 80615-0240 WHEREAS, the Licensee shall host "responsible vendor" training every six (6) months as agreeable to the Colorado Department of Revenue Liquor Enforcement Division, and this training shall be open to other area licensees. Each employee shall be "responsible vendor" trained, and the Licensee shall provide documentary evidence that each employee has been "responsible vendor" trained to the Weld County Clerk to the Board within thirty (30) days of the first available "responsible vendor" class after hiring. NOW, THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Weld County, Colorado, having examined said application and the other qualifications of the applicant, does hereby grant License Number 2014-24 to said applicant to sell malt, vinous and spirituous liquors for consumption by the drink on the premises only, only at retail at said location; and the Board does hereby authorize and direct the issuance of said license by the Chair of the Board of County Commissioners, attested to by the Clerk to the Board of Weld County, Colorado, which license shall be in effect until November 16, 2015, providing that said place where the licensee is authorized to sell malt, vinous, and spirituous liquors for consumption by the drink on the premises only, shall be conducted in strict conformity to all of the laws of the State of Colorado and the rules and regulations relating thereto, heretofore passed by the Board of County Commissioners of Weld County, Colorado, and any violations thereof shall be cause for revocation of the license. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said application. 2014-3926 LC0037 RENEW LIQUOR LICENSE - EATON COUNTRY CLUB PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 22nd day of December, A.D., 2014. ATTEST: detect, $ d.; Weld County Clerk to the Board County Attorney Date of signature: I L 15 - BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Douglas Rademachey, Chair jAL -L a /cAA arbara Kirkmeye , Pro-Tem William F. Garcia 2014-3926 LC0037 .L�J`J1J`JJ`JJ� �C.i�J��J� ��`JSJ�1%`J.SC`l.J`JrnP H )F a. Q O z a.L.) to8 gag De, MI5 Q O 0 w V f W N Z W li w farl 1 U z Ou L D 0 car 1-4 0 ;J W FOR A HOTEL AND RESTAURANT LIQUOR LICENSE TO SELL AT RETAIL MALT, VINOUS, AND SPIRITUOUS LIQUOR CS v - `r • o w ° 3 ° t (-6-4' �- r -a �'' ,., 4 r, V v, f f n o~ • - : r•---1 C as Q O C) n ct zi r-1 cu. - Ct o *� 4' • =i cJ -4--4 f\l . r U V = +� n ▪ ,1; c.4 7t O '-0 r O NI N 4cd cs U W Q-0 4a1 8 to en v "• tc: G ct -6 c C O - CZ' viN O :1(3 �. 1_2O ▪ cc .CC U - y Can it t1 O 3 e''' o a.) o v rn' o '5 U . v — C - Cl)FA O - G rt c� W ;" c� v f O 0 0ai ..c •5xo .o Q V H - dr. M Ct -a rr Cl • O c O /cn ct yam'� r -r .t Gel O 4.) O U .f ^ 'i•.1yy rt Li- _ �W o ,~ to o; • .-, vU. C b tt Ct C) rn 1: c" a O CJ H�Cl 0 O 0• -1 H1 (71 G ,,; r• -I n cs C c� O a.) o O v J U O o . Z � aJ 'l, 4--% 'lJ Ct o r Err. N ,y r ▪ ro ✓ a, '� Cl) U V V o c(4-4 cn o sar oo C) is ct 60 t J �, •ci U v • a) en a o H E o ct sooner as 1-0 V • 4-4 ry U 3-r O ea .• -45 O a v Cl U a, 0.4 a, Cl r0 crs U O Cl ,f a, O cn 4-9 ✓ U aJ rj • • U •l, IN TESTIMONY WH E ry cn a, U C • ru ct • U • ra U _i C -C >sioners has c cn U) The Board of County Co r / „__� , .41 UV's. c U O O C. a.) V v 0• O /fi-73 �fl N O r 14 • w z z O z cn O II z O U 4 Cn O [/W O H dgiJGJ�JC�Jrrej_J�'JnWGJ�JGJ�JCJJ��, THIS LICENSE MUST BE POSTED IN PUBLIC VIEW DR 8402 (07/01/2012) STATE OF COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1881 Pierce Street, Suite 108 Lakewood, Colorado 80214 EATON COUNTRY CLUB dba EATON COUNTRY CLUB 37661 W C R 39 EATON CO 80615 ALCOHOL BEVERAGE LICENSE Liquor License Number 14088390000 License Expires at Midnight November 16, 2015 License Type HOTEL & RESTAURANT / OPTIONAL (COUNTY) Authorized Beverages MALT, VINOUS, AND SPIRITUOUS This license is issued subject to the laws of the State of Colorado and especially under the provisions of Title 12, Articles 46 or 47, CRS 1973, as amended. This license is nontransferable and shall be conspicuously posted in the place above described. This license is only valid through the expiration date shown above. Any questions concerning this license should be addressed to: Colorado Liquor Enforcement Division, 1881 Pierce Street, Suite 108, Lakewood, CO 80214. In testimony whereof, I have hereunto set my hand. 3/5/2015 sjc Division Director Executive Director DR 8404 (05/07/09) Page 1 COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION DENVER CO 80261 COLORADO LIQUOR RETAIL LICENSE APPLICATION 21 ❑ NEW LICENSE ❑ TRANSFER OF OWNERSHIP VLICENSE RENEWAL • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN • APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) • LOCAL LICENSE FEE $ • APPLICANT SHOULD OBTAIN A COPY OF THE COLORADO LIQUOR AND BEER CODE(Call 303-370-2165) 1. Applicant is applying as a Corporation ❑ Partnership (includes Limited Liability and Husband and Wife Partnerships) DEPARTMENT USE ONLY ❑ Individual ❑ Limited Liability Company ❑ Association or Other 2. Applicant It an LLC, name of LLC; if partnership, at least 2 partner's names; if corporation, name of corporation 2a. Trade Name of Establishment (DB )t»vr. C ,\. 3. Address of Premises (specify exact loc ti n of premises 3l\n\ot Woe- ?A City ato\r. 4. Mailing Address (Number and Street) �0 ca.)c a.A0 5. If the premises currently have a liquor or beer license, you MUST answer the following questions: Present Trade Name of Establishment (DBA) County sad City or Town h State Sales Tax Na \ikon39-coo State CO State CO Fein Number s`k-oss,32a\ Business Telephone ZIP Code 10\015 ZIP Code %0\0\5 Fodor. C 1witr,� C�..A.ao LIAB SECTION A NONREFtlN 2300 ❑ Application Fee for New License 2302 ❑ Application Fee for New License - w/Concurrent Review 2310 ❑ Application Fee for Transfer $1,025.00 Present State License No. woa$(A DABLE APPLICATION FEES Present Class of License LIAB SECTION B (CONT.) 1985 ❑ Resort Complex License (City) $500.00 1986 ❑ Resort Complex License (County) $500.00 1988 ❑ Add Related Facility to Resort Complex... $ 75.00 X Total 1990 ❑ Club License (City) $308.75 1991 ❑ Club License (County) $308.75 2010 ❑ Tavern License (City) $500.00 2011 ❑ Tavern License (County) $500.00 2012 ❑ Manager Registration - Tavern $ 75.00 2020 ❑ Arts License (City) $308.75 2021 ❑ Arts License (County) $308.75 2030 ❑ Racetrack License (City) $500.00 2031 El Racetrack License (County) $500.00 2040 ❑ Optional Premises License (City) $500.00 2041 ❑ Optional Premises License (County) $500.00 2045 ❑ Vintners Restaurant License (City) $750.00 2046 El Vintners Restaurant License (County) $750.00 2220 ❑ Add Optional Premises to H & R $100.00 X. __ _ Total __ 2370 ❑ Master File Location Fee $ 25.00 X _ Total 2375 ❑ Master File Background $250.00 X Total Present Expiration Date 11 \L0 (Q014 LIQUOR LICENSE FEES $1,025.00 $1,125 00 LIAB SECTION B LIQUOR LICENSE FEES 1905 ❑ Retail Gaming Tavern License (City) $500.00 1906 ❑ Retail Gaming Tavern License (County) $500.00 1940 El Retail Liquor Store License (City) $227.50 1941 ❑ Retail Liquor Store License (County) $312.50 1950 ❑ Liquor Licensed Drugstore (City) $227.50 1951 ❑ Liquor Licensed Drugstore (County) $312.50 1960 ❑ Beer and Wine License (City) $351 25 1961 ❑ Beer and Wine License (County) $436.25 1970 ❑ Hotel and Restaurant License (City) $500.00 1971 ❑ Hotel and Restaurant License (County) $500.00 1975 ❑ Brew Pub License (City) $750.00 1976 ❑ Brew Pub License (County) $750.00 1980 ❑ Hotel and Restaurant License w/opt premises (City)$500.00 1981 6(J Hotel and Restaurant License w/opt premises (County) $500.00 1983 ❑ Manager Registration - H & R $ 75.00 DO NOT WRITE IN THIS SPACE - FOR DEPARTMENT OF REVENUE USE ONLY LIABILITY INFORMATION County City Industry Type License Account Number Liability Date License Issued Through (Expiration Date) FROM TO State -750 (999) City 2180-100(999) County 2190-100(999) Managers Reg -750 (999) 2300-100 (999) Cash Fund Transfer License 2310-100 (999) /O/ TOTAL • 2014-3926 DR 8404 (05/07/09) Page 2 APPLICATION DOCUMENTS CHECKLIST AND WORKSHEET Instructions: This check list should be utilized to assist applicants with filing all required documents for licensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED I. \ APPLICANT INFORMATION `❑ A. Applicant/Licensee identified. \�] B. State sales tax license number listed or applied for at time of application. `�^ C. License type or other transaction identified. \ \�J D. Return originals to local authority. `mil E. Additional information may be required by the local licensing authority. II. DIAGRAM OF THE PREMISES ❑ A. No larger than 8 1/2" X 11". ❑ B. Dimensions included (doesn't have to be to scale). Exterior areas should show control (fences, walls, etc.). ❑ C. Separate diagram for each floor (if multiple levels). ❑ D. Kitchen - identified if Hotel and Restaurant. III. PROOF OF PROPERTY POSSESSION ❑ A. Deed in name of the Applicant ONLY (or) ❑ B. Lease in the name of the Applicant ONLY. ❑ C. Lease Assignment in the name of the Applicant (ONLY) with proper consent from the Landlord and acceptance by the Applicant. ❑ D. Other Agreement if not deed or lease. IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS A. Individual History Record(s) (Form DR 8404-I). B. Fingerprints taken and submitted to local authority. (State authority for master file applicants.) \❑^ C. Purchase agreement, stock transfer agreement, and or authorization to transfer license. \J D. List of all notes and loans. V. CORPORATE APPLICANT INFORMATION (If Applicable) ❑ A. Certificate of Incorporation (and/or) ❑ B. Certificate of Good Standing if incorporated more than 2 years ago. ❑ C. Certificate of Authorization if foreign corporation. ❑ D. List of officers, directors and stockholders of parent corporation (designate 1 person as "principal officer"). VI. PARTNERSHIP APPLICANT INFORMATION (If Applicable) ❑ A. Partnership Agreement (general or limited). Not needed if husband and wife. VII. LIMITED LIABILITY COMPANY APPLICANT INFORMATION (If Applicable) ❑ A. Copy of articles of organization (date stamped by Colorado Secretary of State's Office). ❑ B. Copy of operating agreement. ❑ C. Certificate of Authority (if foreign company). VIII. MANAGER REGISTRATION FOR HOTEL AND RESTAURANT, TAVERN LICENSES WHEN INCLUDED WITH THIS APPLICATION ,IC LI A. $75.00 fee. N] B. Individual History Record (DR 8404-I). OR 8404 (05/07/09) Page 3 6. Is the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stock- Yes No Yes holders or directors if a corporation) or manager under the age of twenty-one years? El 7. Has the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation) or manager ever (in Colorado or any other state); (a) been denied an alcohol beverage license? (b) had an alcohol beverage license suspended or revoked? (c) had interest in another entity that had an alcohol beverage license suspended or revoked? If you answered yes to 7a. b or c, explain in detail on a separate sheet. • • V ❑ 0/ 8. Has a liquor license application (same license class), that was located within 500 feet of the proposed premises, been denied within the preceding two years? If "yes," explain in detail. ❑ 9. Are the premises to be licensed within 500 feet of any public or private school that meets compulsory education requirements of Colorado law, or the principal campus of any college, university or seminary? / ■ VLF 10. Has a liquor or beer license ever been issued to the applicant (including any of the partners, if a partnership; members or manager it a limited liability company; or officers, stockholders or directors if a corporation)? II yes, identify the name of the business and list any current or former financial interest in said business including any loans to or from a licensee. EOL:hlY` � }� . GA1.Op ■ 11. a. Attach entrances, to Does the Applicant, as listed on line 2 of this application, arrangement? in of have legal possession of the premises by virtue of ownership, I e or other Detail) '❑ Ownership ❑ Lease • Other (Explain If leased, list name of landlord and tenant, and date expiration, EXACTLY as they appear on the lease: Landlord Tenant Expires a diagram and outline or designate the area to be licensed (including dimensions) which shows the bars, brewery, walls. partitions, exits and what each room shall be utilized for in this business. This diagram should be no larger than 8 1/2" X 11". (Doesn't have be to scale) 12. Who, besides the owners listed in this application (including persons, firms, partnerships, corporations, limited liability companies), will loan or give money, inventory, furniture or equipment to or for use in this business; or who will receive money from this business. Attach a separate sheet if necessary. NAME DATE OF BIRTH FEIN OR SSN INTEREST cc , CJaAJA , CiVA I 4\- -Dt3 ga\ Attach copies of all notes and security instruments, and any written agreement, or details of any oral agreement. by which any person (including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit, sales, giving of advice or consultation. 13. Optional Premises or Hotel and Restaurant Licenses Has a local ordinance or resolution authorizing optional Number of separate Optional Premises areas requested with Optional Premises premises been adopted? C V\--- (See License Fee Chart) YY(No VI ❑ 14. Liquor Licensed Drug Store applicants, answer the following: (a) Does the applicant for a Liquor Licensed Drug Store have a license issued by the Colorado Board of Pharmacy? COPY MUST BE ATTACHED Yes No ❑ • 15. Club Liquor License applicants answer the following and attach: (a) Is the applicant organization operated solely for a national, social, fraternal, patriotic, political or athletic purpose and not for pecuniary gain? (b) Is the applicant organization a regularly chartered branch, lodge or chapter of a national organization which is operated solely for the object of a patriotic or fraternal organization or society, but not for pecuniary gain? (c) How long has the club been incorporated? (d) Has applicant occupied an establishment for three years (Three years required) ___ _. that was operated solely for the reasons stated above? Yes No ❑ • • ■ ❑ ❑ 16. Brew -Pub License or Vintner Restaurant Applicants answer the following: (a) Has the applicant received or applied for a Federal Permit? (Copy of permit or application must be attached) Yes No • ❑ 17a. Name of Manager (for all on -premises applicants) application for a Hotel, Restaurant or Tavern License, 17b. Does this manager act as the manager of, or have licensed establishment in the State of Colorado? If $64-00\...4.- S Q C, k _ (If this is an 8404-I). Date of Birth the manager must also submit an Individual History Record (DR a financial interest in, any other liquor yes. provide name, type of license and account number. Yes No ❑ Nr 18. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners, officers, directors, stockholders, members (LLC) or managing members (LLC) and any other persons with a 10% or greater financial interest Yes No in the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue'? Eld If yes, provide an explanation and include copies of any payment agreements. DR 8404 (05/07/09) Page 4 19. If applicant is a corporation, partnership, association or limited liability company, applicant must list ALL OFFICERS, DIRECTORS, GENERAL PARTNERS, AND MANAGING MEMBERS. In addition applicant must list any stockholders, partners or members with OWNER- SHIP OF 10% OR MORE IN THE APPLICANT. ALL PERSONS LISTED BELOW must also attach form DR 8404-I (Individual History record), and submit finger print cards to their local licensing authority. NAME HOME ADDRESS, CITY & STATE DOB POSITION %rOWNED* \\ `,_ ',. •-\ OA `\ k G TIO ICt NM vrM�ri.1Co Sin, l% � � S�xeko-ws & rY4. 671I7 &n u S.\ V\ w *It total ownership percentage disclosed here does not total 100% applicant must check this box X1 Applicant affirms that no individual other than these disclosed herein, owns 10% or more of the applicant Additional Documents to be CORPORATION Cert. ❑ PARTNERSHIP ❑ Partnership submitted by type of entity of Incorp. CJ Cert. of Good Agreement (General or Limited) ❑ Articles of Organization Attach copy of agreements creating Standing (if more than 2 yrs. old) ❑ Cert. of Auth. (if a foreign corp.) partnership (no written agreement) company) ❑ Operating Agmn. the parties . Husband and Wife Ill LIMITED LIABILITY COMPANY ❑ Cert. of Authority (if foreign association or relationship between ❑ ASSOCIATION OR OTHER Registered Agent (if applicable) Address for Service OATH OF APPLICANT I declare under penalty of penury in the second degree that this application and all attachments are true, correct and complete to the best of my knowledge. I also acknowledge that it is my responsibility and the responsibility of my agents and employees to corn I with the provisions of the Colorado Liquor or Beer Code which affect my license. ture Title b-Sko k r& K* age Date III 11 I a-014 REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY (CITY/COUNTY) Date application filed with local authority fJU.uQnthJ -LL 12 , 201 Date of local authority hearing (for new license applicants; cannot be less than days from date of application 12-47-311 (1)) C.R.S. o1J� 204 THE LOCAL LICENSING AUTHORITY That each person required to file DR Been fingerprinted Been subject to background investigation, That the local authority has conducted, compliance with, and aware of, liquor (Check One) HEREBY AFFIRMS: 8404-I (Individual History Record) has: including NCIC/CCIC check for outstanding warrants or intends to conduct, an inspection of the proposed premises to code provisions affecting their class of license Date ensure that the applicant is in Yes No ]Ejl ■ ■ ■ Date of Inspection or Anticipated Nil Upon approval of state licensing authority. The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do report that such license, if granted, will mee jtr-ggo,at requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 1 coy 1b4 , S. THEREFORE, THIS APPLICATION IS APPROVED. Local Licensing Authority for , �s ephone Number Weld County, Colo do ! �r `� /! 0-356-4000 x 4225 • TOWN, CITY COUNTY I Si ature lib 1r* Tern ;tnty .mmissio :rs , Date DEC 8 2014 gnatu ' a :.a . ' �. Date DEC 2 2 2014 Clerk to the Board "ION— 69,gero S AGREEMLNI AND C$III FICATE OF LIMITLUl� J HIP OF EATON COUNIRT"MU . 1 LTD. 56 THIS LIMITED PARTNERSHIP AGREEMENT is made this J'Iii day o' Peen be , 19 R3 , ahereafter rsmong Elwood Oil Company herea terred to as General Partner, as ral Partner, and each of the other persons that are admitted as limited partners pursuant to this agreement, hereafter referred to collectively as Limited Partners. The General Partner and the Limited Partners hereby agree a: follows: ARTICLE I Formation of Limited Partnership 1.01 Formation: The parties hereto form this Limited Partnership pursuant to the provisions of the Colorado Uniform Limited Partnership Act of 1981. Prior to conduct of its business, the Partnership shall comply with all requirements for the qualification of the Partnership to conduct business as a limited partnership. 1.02 Pur ogee: The purpose of the Partnership is to engage gener- ally in the oil and gas business, including the acquisition, ownership, exploration, development, operation and production of oil, gas and other mineral leases, leasehold interests or other interests in Colorado; to purchase, lease, own, hold, operate, sell and exchange all equipment, machinery, facilities, systems and pipelines appropriate for such purposes; and to engage in any kind of transaction or business neces- sary, proper or desirable to accomplish the foregoing purposes. Without in any way limiting the generality of the foregoing, the husinesss of the Partnership shall include: (a) Acquisition and holding prospects, leases and other oil and gas properties and interests. (b) Exploration, drilling and prospecting for oil, gas and other minerals. (c) Development, drilling, operation and production of oil, gas and other mineral leases, leasehold interests, or other interests which the Partnership may at any time owir, either in whole or in part. de , exchange, lease, release or other disposition of properties ausedse, ain the m business ofent, !It Partnership. v w l" t (en of such ther and ther necessary or)incidental oto the business of therPartnershipsass aes 9hasaill i ▪ rn • V 1.03 Names The name of the Partnership is Eaton Country Club N�. e O 1 Ltd. v+ -'Mis Ci')MFta ,Pf R—01 c C, • • k 1.04 Principal Office: The principal ,ffice of the Partnerbhi1 shall be at 1020 28th Avenue, Greeley, Colorado, 80631. the General Partner may from time to time change the Partnership's principal plan, !'of business to any other location by giving written notice of suit change to the Limited Partners. The Registered Agent for the Partner- ship is George Underwood, 1020 28th Avenue, Greeley, Colorado, 80631. 1.05 Term: The Partnership shall commence upon the filing or .. Certificate off' -Limited Pertness ip on behalf of the Partnership with the State of Colorado, and shall cortinue until the first day of January, 2007, unless sooner terminated aJ hereinafter provided in Article X. 1.06 Disclaimer: In forming this Partnership, all Limited Partners acknowlee at the oil and gas business is highly speculative and that the General Partner makes no guaranty or representation to any farticipant as to the rom the conduct of Partnership operations. lity of or profit nor against loss ARTICLE II Definitions Activation: The closing of the offering and admission of t':e subscribers as imited Partners of the Partnership. Affiliate: Any individual, joint venture, partnership, corporation or other entity which controls, is controlled by, or is under common control with the General Partner. Assessment: A contribution of additional capital to the Partner ch Partneriintendsto make anassessment of$4,900. per t after Limited agree to ide, if requested the General ell has been drilled in order to complete the well.Additional assessments will not exceed $2,000. per Unit unless more then one well is drilled. C ital Costs: All coats and expenses of the Partnership which fur federa ncome ex purposes must be capitalized and amortized or depreciated, and are not otherwise includable in organization and offering costs, prospect acquisition costs, drilling costs, completion costs, or operating coats. Casin Point: That point in time when a well has been drilled t, the ob ea ive p h stated in the initial notice, appropriate tests have been made, and en operator has notified the drilling parties of a recommendation with respect to running and setting of a production string of casing and completing the well. equipping Completion: The procedure used in finishing and permanently quipping an oil and gas well for production. Completion Costs: All costs and expenditures incurred or made from and after the General Partner's determination to complete the well, including without limitation costs of casing, tubing, cementing, A-02 packing, perforating, treating and similar expenditures, the I'arinc,- ship's share of costs for r,,eciat production eguwhnn•nl downstream of tip, wellhead such as tank oatteries, heater -treater units, compressor,, cycling and processing plants, pipelines, flowlines, or similar costs, and all costs of preparing the well for production. Costst Expenses and liabilities fur (i) acquisition of oil, qa1 and othermineral leases; (ii) deny or annual rentals accruing prior to drilling the initial well on any Prospect to total depth; and (iii) any other costs related to acquisition of leasehold interest, including pre -acquisition engineering and examination services; (iv) title insurance or examination costs, filing fees, recording costs, transfer taxes, if any, and like charges in connection with the acquisition of such property; end (v) rentals and ad valorem taxes paid by the General Partner with respect to such property to the date of its transfer to the Partnership, interest on funds used to acquire or maintain such pro- perty, and such portion of the General Partner's reasonable, necessary and actual expenses for geological, geophysical, seismic, land, engi- neering, drafting, accounting, legal and other like services allocated to the property in accordance with generally accepted industry prac- tices. Developmental: Drilling of a well to a known formation in a previously discovered field. Such drilling may be between existing wells or to extend the limits of an existing field or known producing formation. Although developmental drilling is of a relatively lower risk than exploratory drilling, it still involves risk of failure. Dry Hole: A well which the operator declares not to be of com- mercial significance. Exploratory Wells: A well drilled outside a proven area, or within a proven area but to a previously untested level, with the purpose of determining whether oil or gas reserves exist, rather than for the purpose of developing crude oil or gas reserves discovered by previous drilling. Farmout: An arrangement whereby an interest owner assigns all or a portion mitt interest in a prospect, subject to the drilling of one or more specific pct's or other performance as a condition of the assign- ment, and retains some interest (such as an overriding royalty, working interest, carried interest, production payment or offset acreage) in the interest in or production therefrom. General Partner: Elwood Oil Company, 1020 - 28th Avenue, Greeley, Colorado, 83631. General and Administrative Overhead: Necessary and reasonable expenses incurred in the administration of the Partnership, including without limitation travel, management office coats, and third party costs such as legal, accounting, geological and engineering fees after formation of the Partnership. 8-a; IDCs: Intangible drilling and development costs as deltned to .i. Interns Revenue Code, as amended, and the regulations thereuniir, including, but not limited to, costs such as wages, fuel, repair,, hauling, supplies, etc. which have no salvage value and are incident to and necessary for the drilling of wells and the preparation of wells fur the production of oil and gas. Investort: The pre -formation subscribers fur limited partnership interestsintergairiAli upon formation of the Partnership will become Limitvd Partners of the Partnership. Lease: As used herein, the term Lease shall mean an oil and gas lease,iLineral interest or rther right (or a contractual right to acquire such an interest), or an undivided interest therein or portion thereof, authorizing the holder to explore for and produce oil and gti and related hydrocarbons. Limited Partner(s): Same as Investors (see above). Limi'.ed Partners' Capital Contributions: The total cash contr+- butions :o Partnership Capital by Limited Partners. erat Operating Revenue Interest: The right of participating in the proceeds from the sale of oil or gas after deduction and payment of all royalties, overriding royalties, severance taxes, and current expenses of operation. With respect to the interest of this Partnership, the term Operating Revenue Interest means the gross revenues from production the well attributable to the interest of the Partnership therein, e'ter deduction and payment of all (i) landowners' royalties, (ii) overriding royalties, (iii) severance taxes and Windfall Profit Tax, and (iv) Operating Expenses. Operating Agreements The Agreement to be entered into by thy' Partnership w woo Oil Company as operator which governs thorn operation of the well and lease. Operating Expenses: Expenditures made and costs incurred in producing and marketing oil and gas from completed wells, including labor, fuel, repairs, hauling, materiels, supplies, utility charges, and other costs incident thereto, ad valorem and severance taxes, insurance and casualty loss expenses, and compensation to well operators and others for services rendered in conducting such operations. Organization and Offering Expenses: Reasonable and necessary expenses incurred in connection with the formation of the Partnership and the preparation of this Offering. Ovrriding Royalty Interest: A fractional interest in the gross production of oil end gas from the well, free of any costs of explora- tion, drilling, completion, development, or operation of the well. Partnership: Eaton Country Club No. 1 Ltd., a Limited Partnership to be formed under the Colorado Uniform Limited Partnership Act of 1981. A-04 Partnership Capital: the total of the 'apical contributions assessments received. I. Payout: The point in time at which the cumulative product., income from a well equals the drilling and c'nnpletion costs (nut including organization and offering expenses and management and super- visory fees) attributable to that well. Pooling Agreement: An agreement among owners of mineral interestf in more than one tract of land to combine their interests in order to treat the combined tract as a single unit, sharing the expenses and revenues from the entire combined tract. Prospect: A geographic area in which the Partnership owns one or more oil and gas leasehold interests and which is geographically defined by the General Partner on the basis of geclogic data. As customarily defined in the industry, a "prospect" is lease o: group of leases on which an interest owner proposes to drill a well. Prospect Acquisition Costs: All costs and expenditures incurred or made in acquiring the Prospect and the rights to drill the well, or in acquiring additional acreage, examining title and curing title defects and the like. Subsequent Operations: All additional operations o( the Partner- ship conducted on Prospects acquired in whole or in part by the Partner- ship as part of the Initial Operations but which operations do not constitute a part of the Partnership's Initial Operations. Syndication Costs: The aggregate of organization expense and expenses of the offering of the Units, such as printing costs, legal fees, accounting fees, filing fees, travel expense, mailing, I.elephon-' and other organization costs. Units: A Unit of pre -formation limited partnership interest whir' upon 1747ilion of the Partnership will be:ome (on a one -for -one basis) a Unit of Interest in the Partnership. Working Interest: The operating interest under en oil, gas and mineral lease, the owner of which has the right to explore for and produce oil, gas and other minerals covered by such lease, and which bears one hundred percent (100%) of the costs of exploration, operation and development, and is entitled to the portion of gross revenue from the sale of production therefrom which remains after the proceeds attributable to overriding royalties have been deducted. ARTICLE III Contributions - Assessments 3.01 Capital Contributions by the General Partner: The General Partner will be required to have no cash contribution to the Partner- ship. It will contribute to the Partnership the u:e of its offices, organization, management resource materials, logs, maps, geological and B-05 goophysical and other uil and qa;• resource information, tectin;m:, kncwledge, experience and integrit, in the acquisition, exploration devrlopment and operation of oil and gas properties, together with it urlimited personal liability as General Partner. Some of the ahoy• items contributed by the General Partner shall he subjert to rein burnevent. 3.02 Caetital Contribution of Limited Partner.: The Limite. Partners during the subscription period will contribute a maximum tots' of $348,800.00 in cash in units of $10,900.00 each as described in tin Subscription Agreement. Any unused portion of funds not expended in committed shall, et the discretion of the General Partner, be refunded. This paragraph shall not eliminate the General Partner's authority tr establish and maintain an appropriate contingency reserve. No Limiter Partner shall be entitled to the return of, or interest on, his contri- bution except as herein provided. The initial capital contributions of all Partners are set forth on Schedule I attached hereto. 3.03 Minimum Partnership Capital: Minimum capitalization for ;hr Partnership will be $348,800.00, 3.04 Borrowing: The Partnership may borrow from the General Partner or third parties, and to secure such borrowings, may pledge or mortgage the Partnership assets and revenues attributable thereto. Borrowing may be used to meet leasehold obligations, drill the develop- ment well, and honor drilling commitments and unforeseen or ur.L�a;,,,ed contingencies. Borrowings may be made with or without recourse to the Partnership and the General Partner, provided, however, that any creditor who makes a non -recourse loan to the Partnership shall not have or acquire at anytime, as a result of making such loan, any direct or indirect erest in the profits, capital, or property of the Partnership other ..in as a secured creditor. In no event, however, will any Limited Partners be personally liable for repayment of such indebtedness. If the Partnership is unable to borrow funds on satisfactory terms, the General Partner may, but is not required to, loan money to the Partnership. Interest at a reasonable rate to the maximum extent permitted by law may be charged by the General Partner on amounts loaned by it to the Partnership, but no more than the General Partner's interest costs, nor more than the amount which would be charged the Partnership (without reference to the General Partner's financial abilities or guarantees) by an unrelated lender on a comparable loan for the same purposes. The General Partner may not receive points or other financing charges or fees regardless of the amount loaned to the Partnership. Prior to its making any loans to the Partnership. the General Partner will attempt to procure a loan from a third party lender secured only by Partnership assets and revenues. 3.05 Non-Nurking Capital: Capital sums not required for immediat., use in connects n with the operation of the Partnership may be deposited in income producing entities. Any interest earned on such deposits shall be income of the Partnership. R-06 5.06 Purpose of Assessments: After the expenditure of the Intlt Partnership capital, the General Partner, subject to the conditions of Article 5.09 hereof, may require additional contributions to the Iimilrl Partners' Capital. The purpose fur such assessments shall be fur usP rn drilling and completi r of the Partnership Prospect. 3.07 Limitation on Assessments: The General Partner intends it call For additional assessments of $4,900. per Unit after the well in drilled for the purpose of completing the well. Thereafter additional assessments shall not exceed $2,000. per Unit unless more then one well is drilled. 3.08 Remedy Upon Nonpayment of Assessments: If any Limited Partner should fail to pay an assessment, or any portion thereof, or such payment does not reach the General Partner within ten (10) days of the date shown on the Notice of Assessment, the General Partner, without prejudice to any other remedies provided by this agreement or by law, is authorized to pay the additional assessment of such defaulting Limited Partner, and in such event all revenues or proceeds realized thereafter by the Partnership which would otherwise be attributable to the default- ing Limited Partner, including all proceeds realized from the sale of any well, lease or equipment used in connection therewith, shall he credited to the General Partner until the General Partner shall have recovered therefrom, exclusive of taxes, royalties, overriding royal- ties, production payments or other interests or amounts payable out of or measured by production, three hundred percent (300%) of the aggregate amount of such payments borne by the General Partner, after deducting all operating costs incurred to the date of such recovery. Thereafter, each defaulting Limited Partner shall share in the income and expenses of subsequent operations in proportion to his respective sharing ratio in the same manner as if no default had occurred. In lieu of the above -described remedy for nonpayment of capital assessment, the General Partner may, at its sole option, purchase from the defaulting Partner and the defaulting Partner shall sell his Partnership interest to the General Partner. The purchase price shall be equal to eighty percent (80%) of the defaulting Partner's initial Capital Contribution less any disbursements paid to the Limited Partner. The purchase price shall be paid in full not more than ninety (90) days after the defaulting Partner has become a defaulting Partner. If the General Partner does not pay the assessment or purchase the interest of the defaulting Partner as provided above, the Limited Partners, in order of their dates of subscription, shall have the right to purchase the interest of the defaulting Partner in the same manner as the General Partner might have purchased it. This Article 3.08 shall not limit or otherwise restrict any other remedies which the Partnership may have against a defaulting Partner for failure to contribute under this Article lit, including the right to pursue any remedy available to it at law or in equity to enforce such obligation or to recover damages for breach of such obligation. 8-07 5.09 Notice or Assessments: Any ar::.eaamenl made by the Goner,i I Partner saral be transmitted by a Notice or Asne?uiment which shall sinte: (a) the amount of the assessment: (b) The date t,v which payment shall be received; (c) The purposes for which the assessment proceeds will he utilized and the nature of the proposed operations; and (d) The remedy of the General Partner in the event the assessment is not paid. Allocation of Ex ARTICLE IV penditures, Revenue, Profit & Loss, Ownership 4.01 Allocation Among Limited Partners: Each Limited Partner shall share Partnership items of income, gain, loss, deductions and credits allocated to the Limited Partners in the proportion that his capital contribution bears to total Limited Partners' capital and ownership. 4.02 by shall not be requiredttoobcconttribute anyal capitaleto theePartneal Partner rship. The General Partner shall, however, have a 1% interest in the Partnership. 4.03 Allocation of Expenditures, Revenues, Profit and Loss: Partnership costs and expenditures shall be allocated as fol owe: (a) All costs and revenues of the Partnership, including expenditures, revenues, profit and loss, shall be allocated 99% to the Limited Partners and 1% to the General Partner. 4.04 Ownership in the Prospect: The Partnership shall have a One HFundredtof the rcent (100%))rworkig will tberesttinfththe Prospect; the net revenue y- percent (64%). 4.05 Distribution of Revenues: Revenues not required to meet obligations of the Partnership shall be distributed no less often than quarterly to the Partners. The determination to make cash distributions and the percentage calculation thereof will be made by the General Partner. 4.06 Preliminary Allocation of Costs on Wells: All costs incurred in connection with the well will be allocated to the Partners at the time they are incurred. 4.07 Salvageable Equipment: Upon abandonment of any well, the Partners shall be entitled to share any proceeds to the Partnership from any salvageable equipment. 8-08 4.08 General Partner - Ability to Purchase Limited Partner Units: For purposes of this Article IV, to the extent that the General Partner contributed capital to the Partnership for the purchase of Limited Partnership interests offered to the Limited Partners, the General Partner shall be treated as a Limited Partner in the sharing of costs, revenues end expenses. ARTICLE V Rights end Responsibilities of Limited Partners 5.01 limited Liability: No Limited Partner shall be personally liable for any of the debts of the Partnership or any of the losses thereof beyond the amount of his initial capital, anything to the contrary herein notwithstanding. 5.02 No Management Responsibility: No Limited Partner, as such, shall (i) take any part whatever in the control, management, direction or operation of the affairs of the Partnership, or have any power to bind the Partnership or transact any business in the name of the Partnership; or (ii) be paid any salary, or have a drawing account or receive interest on his capital contribution after formation of the Partnership. No Limited Partner, after formation of the Partnership, shall be entitled to a return of his capital contribution except to the extent, if any, that distributions made, or deemed to be made, pursuant to this Agreement may be considered as such by law, or by the General Partner, or upon dissolution of the Partnership, to the extent provided for in this agreement. All management responsibility is vested in the General Partner. 5.03 Examination of the Partnership Records: Any Limited Partner or his accredited representative may, during regular business hours, examine the records (at the location where such records are maintained) or property or make reasonable inquiry as to Partnership affairs. 5.04 Approval of Sale of Assets: Subject to the limitations contained in Articles 5.02 and 5.06, the Limited Partners shall have the right, by the affirmative vote of Limited Partners holding among themselves a majority of all Limited Partners' interests in the Partner- ship, to approve or disapprove the sale, exchange, or other disposition of all or substantially all of the assets of the Partnership when such sale, exchange or other disposition is to occur as part of a single transaction or plan and has been proposed by the General Partner. 5.05 Manner of Voting.: In any case in which this Agreement requires or permits a vote of the Limited Partners, such a vote shall be taken at a meeting called for that purpose by the General Partner. Any Limited Partner who does not attend such meeting may vote by a written ballot submitted to the General Partner at or prior to such a meeting. With respect to any action permitted to be taken by the Limited Partners under this Agreement, the General Partner shall submit to the Limited Partners any proposal and request for such a meetinn which is submitted 9-9 in writing and signed by Limited Partners holding among themselves .4i Least forty percent (40x0 of all limited Partners' interest;; in Partner- ship rapital. 5.06 Restrictions on Certain Actions: Notwithstanding any other provisions of this Agreement. no action shall be taken by the limited Partners which would alter the liability of the General Partner or the Limited Partners, would cause the Partnership to become a General Partnership, would constitute a violation of the provisions of Article 5.02, or would adversely affect the federal income tax treatment of the Partnership or the Partner. The General Partner may demand that before any action is taken by the Limited Partners, they obtain at their expense from a court of competent jurisdiction a determination in an action for declaratory judgment brought in their behalf, or an opinion from counsel other than counsel for the General Partner acceptable to the General Partner. that the action proposed to be taken by the Limited Partners will not have any result which is prohibited by this Article. Nor shall any amendment to this Agreement be permitted which would have any result which is prohibited by this Article. ARTICLE VI Powers, Rights and Responsibilities of the General Partner 6.01 Powers of General Partner: Elwood Oil Company shall be the General Partner of the Partnership. The management and control of the Partnership business shell rest exclusively with the General Partner and it shall have all the rights and powers granted hereby, subject to the terms and conditions herein, and all rights and powers which may be possessed by a general partner pursuant to the Colorado Uniform Limited Partnership Act, as presently enacted or as it may be amended. The said rights and powers of Elwood Oil Company es General Partner include, but art not limited to, the power: (a) To generate, purchase or otherwise acquire the Prospect, leases and other interests in oil or gas properties for the purpose of exploration for and production of oil and gas thereon and the receipt of production or the proceeds thereof as explained in the Prospectus. (b) To purchase or otherwise acquire other real or personal property of every nature considered necessary or appropriate to carry on and conduct business of the Partnership. (c) To hold title to prospects, leases or other interests in oil and gas properties ("Property") acquired by the Partnership in the name of the Partnership or the General Partner or any other name necessary or convenient to facilitate and to conduct the affairs of the Partnership, provided that record ownership to any such property shall be conveyed to and recorded in the name of the Partnership promptly after such property becomes productive, and provided further that a nominee agreement to such effect and in favor of the Partnership shall be executed and delivered to the Partnership with respect to each property to which title is held for the Partnership by the General Partner or a nominee. 8-10 (d) To burrow monies for the business of the Partnership, friio time to time, without limit as to amount; to draw, make, execute and issue full or non -recourse promissory notes and other negotiable instruments end evidence of the indebtedness; to mortgage, and to secure the payment of the sums so borrowed, end to mortgage, pledge, or assign in trust all or any pert of the Partnership property for the benefit of the Partnership or to assign any monies owing or to be owing to the PFrtnership; and to engage in any other means of financing customary in the oil and gas industry; provided, however, that any loans made by the General Partner to the Partnership will not bear interest in excess of General Partner's interest costs and will bear no greater interest than would be charged (without reference to the General Partner's financial abilities or guarantees) by unrelated banks on comparable loans to the Partnership for the same purposes, and that the General Partner shall receive no points or other financing charges or fees regardless of amount. (e) To enter into any agreements for sharing or profits, jou t ventures, or partnership (except as limited above) with any person, firm, corporation, government, or agency thereof, which is engaged in any business or transaction capable of being conducted so as to directly or indirectly benefit the Partnership. (f) To maintain, explore, develop, operate, manage and defend the Partnership property and to drill, test, plug, and abandc^ or complete and equip, rework and recomplete any number of wells ost .ne Prospect for the production of oil and gaa located thereunder, one to contract with third parties for such purposes, to carry out a progrrn or programs of secondary recovery on the Partnership property and to do any and all other things necessary or appropriate to carry out the terms and provisions of this Agreement which would or might be done by a normal end prudent operator in the exploration, development, operation, production and management of its own property. (g) To enter into and execute leases, drilling contracts, farmout agreements, farm -in arrangements, operating agreements, unitiza- tion agreements, pooling agreementr, recycling contracts, dry and bottom hole and acreage contribution letters, participation agreements, and any other agreements customarily employed in the oil and gas industry in connection with the acquisition, sale, exploration, development, operation or production of oil end gas properties, agreements as to rights -of -way, and any and all other instruments or documents considered by the General Partner to be necessary or appropriate to carry on and conduct the business of the Partnership, for such consideration and an such terms as the General Partner in its sole discretion may determine. (h) To explore and prospect by geological, geophysical, p- other methods for the location of anomalies or other indications favorable to the accumulation of oil and gas, including specifically the power to contract with third parties for such purposes. 8-11 (i) to sell the production accruing to the properties sequin by the Partnership, and to execute oil and gas sales contracts, casino head gas contracts, transfer orders, division orders, ratificalio orders, or other instruments in connection with the sale of product in' from the Partnership's interest in any property. (j) To sell, sass,,.,, convey, or otherwise dispose of, For consideration, and upon such terms and conditions as the General Partner may determine, all or any part of the Partnership property, any interest therein, or any interest payable therefrom, and in connection therewith. to execute and deliver such deeds, assignments, and conveyances contain- ing such warranties as the General Partner may determine, provided. however, that the General Partner shall not make a sale of all or substantially all of the Partnership property without the approval or not less than a majority interest of the Limited Partners, as detailer in Article 5.04. (k) To employ on behalf of the Partnership agents, employees accountants, lawyers, geologists, geophystcistc, landmen, clerical help. and such other assistance and services as may seem proper, and to pay therefor such remuneration as the General Partner may deem reasonable and appropriate, except as restricted and previously detailed it Compensation to General Partner. (1) To purchase, lease, rent, or otherwise acquire or obtain the use of machinery, equipment, tools, materials, and all other kind≤ and types of real or personal property that may be deemed necessary, convenient, or advisable in connection with carrying on the business of the Partnership, and to incur expenses for travel, telephone, telegraph, insurance, and such other things, whether similar or dissimilar, as may be deemed necessary or appropriate for carrying on or performing the business of the Partnership. (m) To pay delay rentals, shut-in gas royalty payments, property taxes, and any other amounts necessary or appropriate to the maintenance or operation of any Partnership property. (n) To operate Partnership properties under operating agree- ments, including daily supervision of the exploration, development and production operations of the properties, in accordance with good oil field, engineering and business practices. (o) To make and to enter into such agreements and contracts with such parties and to give such receipts, releases, and discharges with respect to any and all of the foregoing and any matters Incident thereto as the General Partner may deem advisable or appropriate. (p) To guarantee the payment of money or the performance of any contract or obligation by any person, firm, or corporation. (q) To sue end be sued, complain, defend, settle and compro- mise claims in the name of and on behalf of the Partnership. 8-12 (A) to sell the production accruing to the properties acquirr by the Partnership, and to execute oil and gas sales contracts, casing - head gas contracts, transfer orders, division orders, rat ifired h orders, or other instruments in connection with the dale of product in from the Partnership's interest in any property. (j) To sell, assign, convey, or otherwise dispose of, fur but consideration, and upon such terms and conditions as the General Partner may determine, all or any part of the Partnership property, any interes' therein, or any interest payable therefrom, and in connection therewith, to execute and deliver such deeds, assignments, and conveyances contain- ing such warranties as the General Partner may determine, provided, however, that the General Partner shall not make a sale of all or substantially all of the Partnership property without the approval n` not less than a majority interest of the Limited Partners, as details: in Article 5.04. (k) To employ on behalf of the Partnership agents, employees accountants, lawyers, geologists, geophysicists, landmen, clerical help, and such other assistance and services as may seem proper, and to pat therefor such remuneration as the General Partner may deem reasonable and appropriate, except as restricted and previously detailed i Compensation to General Partner. (1) To purchase, lease, rent, or otherwise acquire or obtai the use of machinery, equipment, tools, materials, and all other kind and types of real or personal property that may be deemed necessary convenient, or advisable in connection with carrying on the business o' the Partnership, and to incur expenses for travel, telephone, telegraph, insurance, and such other things, whether similar or dissimilar, as may be deemed necessary or appropriate for carrying on or performing th.• business of the Partnership. (m) To pay delay rentals, shut-in gas royalty payments property taxes, and any other amounts necessary or appropriate to th. maintenance or operation of any Partnership property. (n) To operate Partnership properties under operating agree ments, including daily supervision of the exploration, development 'Inn production operations of the properties, in accordance with good oi' field, engineering and business practices. (o) To make end to enter into such agreements and contract, with such parties and to give such receipts, releases, and discharge' with respect to any and all of the foregoing and any matters incident thereto as the General Partner may deem advisable or appropriate. (p) To guarantee the payment of money or the performance u' any contract or ohligation by any person, firm, or corporation. (q) To sue and be sued, complain, defend, settle and compio raise claims in the name of and on behalf of the Partnership. H-12 (r) To quitclaim, surrender, release or abandon any Pal.•, - ship property, with or without consideration therefor. (s) To purchase or sell production payments fur any Pam:n, - ship purpose. (t) To take such other action, execute and deliver such ott"r documents, and perform such other acts as may be deemed appropriate 'o carry out the busin,ns and affairs of the Partnership. 6.02 Authority: No person, firm or corporation dealing witn t.e Partnership shall be rei,uired 'o inquire into the authority of Pie General Partner to take any actin or make any decision. 6.03 Duties of the Gene..' Partner: During the life of t e . artnership, the Gene►wl Partner shall manage the Partnership's affairs in a prudent and business -like manner to carry out the purposes of the Partnership set forth in this Agreement, end, in connection therewith, the General Partner shall, at Partnership expense: (a) Obtain and maintain such insurance as is, in its sa.e judgment, customary and appropriate. (b) Obtala and maintain, during the term of the Partnership and for at least fear years thereafter, complete and accurate records of the Partnership end Its business such as are customary in the industry, including adequate records and accounts of all operations and expendi- tures, and complete and accurate records of all properties, including specifically, all title opinions, property appraisals and engineers' and other consultants' reports that may be acquired by the Partnership 'n the course of Partnership operations; such records, opinions, and other documents, together with vouchers and other supporting evidence thereof, shall be available for inspection an. audit by any Partner or hiw duly authorized representative (at the expense of such Limited Pai'ner) during regular business hours at the principal offic 3r other bus.ieF3 offices where the Partnership maintains such records; provided, t' General Partner may keep logs, well reports and other drilling data confidential for a reasonable period of time. (c) Cause the Partnership to acquire or contract for tt acquisition of properties by purchase, farmout or other method c acquisition customary in the oil and gas industry for the exploration and production of oil, gas and other minerals (but not for the purpose of sale and farmout) under such terms and obligations as overridinu royalties, production payments, excess royalties, net profits, carried or reversionary interests, or other burdens as the General Partner deems necessary in connection with such acquisition, which terms and obliga- tions shall be borne by the Partnership; provided, however, no sucr-i burdens shall be in favor of the General Partner, except for Pertnershi Interest described in Article IV herein. (d) In connection with Property acquisitions, take such step, as it may deem necessary to render title acceptable for purposes of tho Partnership; but the General Partner shall not be liable to the Partner 8-13 ship fur any error or mistake in judgment made in good faith, nor make any warranty or representation, express or implied, as to either the validity of title to any Property so acquired or the extent of the interest covered thereby. (e) Proceed with such drilling activities on the Prospects as the General Partner deems to be in the best interest of the Partnership, including, but not limited to, the completion, further drilling, deepening, plugging back or reworking of a well or wells; provided, a well need not be completed if, in the judgment of the General Partner, it is unlikely to result in production sufficient to pay out costs of completion plus a reasonable profit; end upon completion of producing wells, proceed to equip them and to take such further necessary actions to place them in production and to produce and market the production obtained. (f) Recover and sell all salvageable equipment from, and properly plug and abandon, all dry holes. (g) Arrange to prosecute, defend, settle or compromise actions at law or in equity and administer such proceedings as may be necessary to enforce or protect the Partnership's interests. (h) Deposit all monies of the Partnership in a separate bank account or accounts as shall be determined by the General Partner. All withdrawals therefrom shall be made upon checks signed by the General Partner or any person(s) authorized so to do by the General Partner. Each bank in which a Partnership account is maintained shall be relieved of any responsibility to inquire into the authority of the General Partner to deal with such funds, end shall be absolved of all liability with respect to withdrawals from such Partnership account by any person duly authorized by the General Partner. ARTICLE VII Independent Activities Any Limited Partner or the General Partner may, notwithstanding the existence of this Agreement, engage in whatever activities it may choose, whether the same be competitive with the Partnership or other- wise, without having or incurring any obligation to offer any interest in such activities to any party hereto. The Limited Partners and the General Partner are specifically authorized to deal with other partner- ships, and to acquire interests in oil, gas and other mineral prospects or wells without having to offer participations therein to the other partners. Neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Limited Partner or the General Partner or its affiliates or their officers, directors and employees from engaging in the exploration for end production of oil, gas and other minerals individually, jointly with others, or as a pert of any other association to which any of them are or may become parties, in the locale end in fields or areas of operations in which the Partnership may likewise be active, or require any of them to permit the Partnership, the General Partner or the Limited Partners to participate in any of the foregoing, 8-14 and as a material pert of the consideration for each party's ezecufio hereof, the limited Partners and General Partner hereby waive, relin quish and renounce any such right or claim of particip„tion. Anything in this Article VII to the contrary notwithstanding during the term of this Agreement no Limited Partner shall directly or indirectly on his own behalf secure an extension of any lease belonginc to the Partnership, or renew or contract to renew any such lease before its expiration or within one year thereafter, without the consent of the General Partner and all the Limited Partners. The foregoing, however, shall not prevent the General Partner from releasing or acquiring r lease at any time after its expiration for the benefit of another oil program to be organized by the General Partner. Nothing in this Article shall permit the General Partner to violet( its fiduciary obligation to the Partnership. ARTICLE VIII Transferability of Limited Partners' Interests - Restrictions 8.01 Transfers: Except as provided in Article 8.01(b): (a) A Limited Partner may not sell, offer for sale, assign, pledge, hypothecate or otherwise transfer or encumber all or any art of his Interest in the Partnership in the absence of (1) theGeneral Partner's written consent thereto and (2) either: (i) en effective registration statement covering such transaction under the Securities Act of 1933 (the "Securities Act") as emended, end effective qualifications or registrations under ell applicable state securities lows end regulations, or (ii) an opinion of counsel, at the expense of the requesting Limited Partner, satisfactory to the General Partner to the effect that registration under the Securities Act is not required, and qualification or registration under any such state securities lows and regulations is not required (or that any applicable state qualifications or registration requirements hove been satisfied in full) or (iii) a letter from the staff of the Securities end Exchange Commission ("SEC"), obtained in response to a written request setting forth all of the facts and circumstances concerning the contem- plated disposition, stating that the staff of the SEC will not recommend to the SEC that any action be taken with respect to the contemplated disposition if it is consummated without registration under the Secur- ities Act. (b) A Limited Partner may transfer his right to receive profits from the Partnership and his right to a return of his contri- bution to the Partnership, but no assignee, transferee, donee, legatee or distributes shall become a substituted Limited Partner except es provided in Article 8.03. 8-15 8.02 transfer on Death or Incapacity of a limited Partner: l! a Limited Partner shall die, his executor, administrator, trustee, conservator, representative or other successor in interest shall have the same rights and obligations which such Limited Partner would have had if he had not died, or had not been adjudicated insane or incom- petent except that this executor, administrator, trustee, committee, conservator, representative or successor shall not become a substituted Limited Partner without the written consent of the General Partner and without first signing of all appropriate documents. 8.03 Substituted Limited Partners: No assignee, transferee, donee, legatee or distributes (by conveyance, operation of law or otherwise) of all or any pert of a Limited Partner's interest in the Partnership, shall have the right to become a substituted Limited Partner as that term is defined in the Colorado Uniform Limited Partner- ship Act unless: (a) the General Partner consents in writing; and (b) such assignee, transferee, donee, legatee or distributee executes and delivers a copy of this Agreement as amended and such other documents and takes such other actions as the General Partner shall reasonably deem necessary or advisable to cause him to become a substi- tuted Limited Partner, and pays all reasonable expenses required by the General Partner to be paid in connection therewith, which may include, without limitation, the cost of preparing and filing an Amended Limited Partnership Certificate or Certificates. 8.04 General Partner's Powers: With respect to the matters specified in This Article VIII, the General Partner is expressly authorized to admit substituted Limited Partners, to file amended Limited Partnership Certificates with respect to any transfer, assign- ment or other disposition of any interest in the Partnership, and to use the powers of attorney granted in the Subscription Agreements to accomplish such filings and any associated amendment of this Agreement. The General Partner may defer the admission of any assignee, transfere, donee, legatee or distributee es a substituted Limited Partner for up to six (6) months after it receives a request for admission, in order to limit the number of times each year amended Limited Partnership Certifi- cates are filed. 8.05 Mortgages, Etc.: If the General Partner consents to an assignment of all or any part of a Limited Partner's interest in the Partnership by way of mortgage, pledge or other transfer for security purposes, upon any foreclosure of any such security interest and proper notice thereof to the General Partner, the Partnership shall then make directly to such assignee such distributions at shall accrue under the provisions of this agreewlent to such encumbered interest in the Partner- ship. 8-16 ARIICLf IX Accounting Procedure 9.01 Fiscal Year: The fiscal year of the Partnership shall he the calendar year. 9.02 Financial Records: The General Partner shall keep or cause ti be kept full, accurate, complete end proper books and accounts of all operations of the Partnership. Such books shall be kept on the basis of cash receipts and disbursements For each calendar year. All Partners shall have access to the Partnership books and records at all reasonable hours, to review, audit or copy all or any part of same. An individual capital acct':nt shall be maintained in the records of the Partnership for each Partner to which shall be credited or debited his contributions and withdrawals, as the case may be, and his ascribed portion of all items of income, expense and loss as determined under Article IV. 9.03 Financial Reports: (a) The General Partner will make available at the office of the General Partner unaudited financial statements prepared on the cast, basis of accounting. (b) The General Partner shall deliver to each Limited Partner annually information necessary for tax purposes. Ak;ICLE X Dissolution 10.01 Dissolution: (a) The Partnership shall be dissolved upon Lne bankruptcy, insolvency, withdrawal, liquidation or dissolution of the General Partner, provided that if the General Partner dissolves the Partnership prior to the expenditure or distribution of all of the initial partner- ship capital, the General Partner shall not be entitled to receive any unpaid management fee from the unexpended portion of the initial Partnership capital. In the event the Partnership is dissolved due to the withdrawal of the General Partner, the General Partner shall furnish written notice of its withdrawal promptly to all Limited Partners. The Limited Partners may, by a vote of majority in interest within one hundred twenty (120) days following receipt of the notice, agree to form a new partnership with a new general partner. If a majority in interest of the limited Partners agree to form a new partnership, the liquidator will, pursuant to Article 10.02 hereof, convey all properties of the Limited Partners wishing to form a new partnership to such new partner- ship or nominee as may be designated in writing by such Limited Part- ners. (b) The Partnership may he dissolved by the vote of Limited Partners owning among themselves at least fifty-one percent (51%) of the Limited Partners' capital. R-17 10.02 Winding Up: Except as provided in Article 10.01, if Ut Partnership shall he dissolved for any reason, no further business shal be conducted except for the taking of such action as shall be necessar: for the winding -up of the affairs of the Partnership and the distri- bution of its assets to the Partners pursuant to the provisions of thi. Article. On such a dissolution, the General Partner shall act a liquidator or may appoint in writing one or more liquidators who shal. have full authority to wind up the affairs of the Partnership and t+ - make final distribution as provided herein. Upon any dissolution of thy• Partnership, the following steps shell be accomplished by the liqui dator: (a) As promptly as possible after dissolution, the liquidato shall cause a final statement of account to be prepared, which shalt show with respect to each Partner, the status of such Partner's capital account and the amount, if any, owing to the Partnership. (b) It shall pay all Partnership debts, or otherwise mak adequate provision therefor. (c) It shall determine the interest of the Partnership in eac Partnership oil, gas and other mineral property; and determine th capital account of each Partner. (d) It shall determine the value of the Partnership propertie. using appraisal techniques which it deems to be appropriate, taking into account the nature of the property interests and their potential fo: future recovery of reserves and shall further determine the salvri• value of all equipment on such property. (e) The liquidator shall then apply the Partnership propertie. (or cash realized from a sale thereof) in the following order i distribution to the Partners: (i) If after paying the Partnership debts, there remain any Partnership property, the liquidator shall convey and assign to th' General Partner and the Limited Partners that portion thereof of a values es will effect repayment to the respective Partners of their total contributions to the capital of the Partnership not theretofore repaid. adjusted for their respective shares of the Partnership profits and losses determined under the provision of Article IV hereof. In the even there are sufficient properties to effect such a repayment, then th. liquidator shall convey and assign to the Partners the remaining income based on the Allocation of Income and Costs as described in Article IV. (ii) After the foregoing steps have been accomplished, i any properties remain, the liquidator shall convey to the Genera' Partner properties of a value which, when combined with the distribution in sub -paragraph (i) above, will effect a payment in a method consisten' with Article IV. (g) Notwithstanding the foregoing, if any Partner shall b indebted to the Partnership, then until payment of such amount by him the liquidator shall retain such Partner's distributive share o B-18 Partnership properties and apply the income therefrom to the :iquidatz , of such indebtedness and the cost of operation of such properties durill the period of such liquidation; if, however, at the expiration of s.r (6) months after the statement for which provision is made herein bus been given to such Partners, such amount has not been paid or otherwise liquidated, the liquidator may sell the interest of such Partner nt public or private sale at the beat price immediately obtainable whirr) shall be determined in the sole judgment of the liquidator. So much of the proceeds of such sale as shall be necessary shall be applied to the liquidation of the amount then due under this Section, and the balance of such proceeds, if any, shall be delivered to such Partner. (h) The liquidator shall comply with any requirements of tie Colorado Uniform Limited Partnership Act or other applicable law, pertaining to the winding -up of a Limited Partnership, at which time the Partnership shell stand terminated. ARTICLE XI Amendments and Meetings 11.01 Amendments: Amendments to this agreement which: (a) Are of an inconsequential nature and do not effect tto. rights of the Limited Partners in any materiel respect; or (b) Are required or contemplated by this agreement, includir•j without limitation, those contemplated :.y Articles I and VIII; or (c) Are in the opinion necessary to prevent the General subject to the provisions of the amended; or of counsel to the General Partner Partner from being in any manner Investment Company Act of 1940, e. (d) Are in the opinion of the counsel to the General Ravine. necessary to maintain the status of the Partnership as a limiter partnership; may be made by the General partner through the use of the powers o' attorney granted in the Subscription Agreements and Article XII. An. amendments made pursuant to Subsections (c) or (d) of this Article shall be deemed effective as of the date of this agreement. In its or their discretion, any amendment to this agreement may b proposed to the Partners by the General Partner or by Limited Partners holding not less than forty percent (40%) of all Limited Partners' interests in Partnership capital. The General Partner shall submit to the Limited Partners any such proposed amendment together with an opinion of counsel as to the legality of such amendment and the recom- mendation of the General Partner as to its adoption. A vote on an amendment to this agreement shall be taken within ninety (90) days after such submission unless otherwise extended by applicable laws end/or regulations. A proposed amendment shall become effective at such time aF it has been approved by Limited Partners holding among themselves r R-19 majority of all Limited Partners' interests in Partnership capitii. Notwithstanding anything to the contrary contained in the foregoing, fir amendment so proposed by the limited Partners may be effected unless a court of competent jurisdiction shall have previously determined in en action for declaratory judgment brought on behalf of the Limited Partners that such proposed amendment(s) will not alter the liability of the General Partner or the Limited Partners, will not cause the Partner- ship to become a general partnership, will not constitute a violation of the provisions of Article 5.01 of this Agreement, will not adversely affect the federal income tax treatment of the Partnership, will not change the term of the Partnership, and will not alter the provisions of Articles III, IV or VI; or (ii) Counsel for the Limited Partners, other than counsel for the General Partner, approved by a majority in interest of the Limited Partners, and acceptable to the General Partner, shall have delivered an opinion to the same effect. 11.02 Meetings: Meetings of the Limited Partnership may be coney by the General Partner, and shall be called by it upon the written request of Limited Partners holding among themselves forty percent (40%) or more of the Limited Partners' capital within thirty (30) days after request for a meeting is furnished. The call will state the nature of the business to be transacted, and no other business will be considered. limited Partners may vote in person or by proxy at any such meeting. ARTICLE XII Power of Attorney Each Limited Partner, by the execution of this Agreement, does irrevocably constitute and appoint the General Partner with full power of substitution his true and lawful attorney in his name, place and stead to execute, acknowledge, swear to, file and record the Certificate of Limited Partnership required to be filed with the Statr. of Colorado evidencing the creation of this Partnership, and to sign, execute, certify, acknowledge, file and record any other instrumentr which may be required of the Limited Partners by law or in any other ji..risdiction, including, but not limited to, Certificate of Fictitious Name, and amendments to or cancellation of the Certificate of Limited Partnership, and to perform any other ministerial duty or function necessary for the conduct of the business purpose of thin Partnership. The foregoing grant of Power of Attorney is hereby declared to he irrevocable, and a power coupled with an interest which shall survive the death of the undersigned Limited Partners. In the event of any conflict between the provisions of this Agreement and any document executed or filed by the General Partner pursuant to the Power of Attorney granted in this paragraph, this Agreement shall govern. ARTICLE XIII Indemnification The General Partner shall have no liability to the Limited Partners for losses sustained, or liabilities incurred, except that, if such lnss 0-20 or liability arises out of any action or inaction of the General Partner, the General Partner must have determined, in good faith, that such course of conduct was in the beat interests of the Partnership and the same must not have constituted negligence or willful and wanton misconduct on the part of the General Partner. The General Partner shall LI indemnified by the Partnership under the following circumstances and in the manner end to the extent indi- cated: (a) In any threatened, pending or contemplated action, suit or proceeding tc which the General Partner was or is party or is threatened to be made parties by reason of the fact that it was or is the General Partner of the Partnership (other than an action by or in the right of the Partnership) involving an alleged cause of action for damsons arising from the performance of oil and gas activities including exploration, development, completion, operation, or other activities relative to management and disposition of oil and gas properties or production from such properties, the Partnership may indemnify the General Partner against expenses, including attorney's fees, judgments and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit or proceeding if the General Partner acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the program, and provided that its conduct does not constitute gross negligence, willful or wanton miscon- duct or a breach of its fiduciary obligations to the Limited Partners. The termination of any action, suit or proceeding by judgment, order or termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that the General Partner did not act in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests of the Partner- ship. (b) In any threatened, pending or completed action or suit by or in the right of the Partnership, to which the General Partner was or is a party or is threatened to be made a party, involving the alleged cause of action by a Limited Partner for damages arising from the activities of the General Partner in the performance or management of the internal affairs of the Partnership as prescribed by this agreement or by the laws of the State of Colorado, the Partnership shall indemnify the General Partner against expenses, including attorney's fees, actually and reasonably incurred by it in connection with the defense or settlement of such action or suit if it arted in good faith and in a manner it reasonably believed to be in or not opposed to the best interest of the Partnership. No indemnification shall be made, however, in respect to any claim, issue or matter as to which the General Partner shall have been adjudged to be liable for negligence, misconduct, or breach of fiduciary obligation in the performance of his duties to the program, unless it shall be determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, the General Partner is fairly and reasonably entitled to indemni- fication for such expenses which such court shall deem proper. 0-21 (c) to the extent that the General Partner ha:: linen sure.'u,.:u'; on the merits or otherwise in defense of any action, suit ur proceedin., referred to in Subsections (a) and (b) above, or in defense of any claim, issue or matter therein, the Partnership shall indemnify tt against the expenses, including attorney's fees, actually end reasonably Incurred by it in connection therewith. (d) Any indemnification under Subsection (a) or (b) above, unless ordered by a court, shall be made by the Partnership only as authorized in the specific case end only upon a determination of independent legal counsel in a written opinion that indemnification of the General Partner is proper in the circumstances because it has met the applicable standard of conduct set forth in Subsections (a) and (hl above. (e) Notwithstanding anything herein to the contrary, in nt. event shall the General Partner be liable for any loss or damage tc Partnership property caused by strikes, labor troubles, riots, fires, blowouts, tornadoes, floods, acts of a public enemy, insurrections, or acts of God. ARTICLE XIV Miscellaneous Provisions 14.01 Maps, Etc.: All maps, logs, geological data, geophysical data, engineering data end similar data acquired or developed for the use of this Partnership shall belong at all times to the General Partner, and/or the assigned operator on the Prospect. 14.02 Notices: Any notice, payment, demand or communication required or perZEted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to whom the same is directed or if sent by registered or certified mail, postage and charges prepaid, addressed to the registered agent. Notice to a Limited Partner may be personally delivered or mailed to such Limited Partner's address for purposes of notice which is set forth in the Subscription Agreement. Any such notice shall be deemed to be given on the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States Mail, addressed and sent as aforesaid. 14.03 Application of Colorado Law: This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms end by the laws of the State of Colorado. 14.04 Entire Agreement; Execution in Counterparts: This Agreement includes and incorporates the terms and conditions of the Subscription Agreements pursuant to which each of the Limited Partners has invested in the Partnership, each of which is hereby made a part of this Agree- ment as fully set forth at length herein. This instrument, together with 9-22 the Subscription Agreements; and any exhibits hereto, contains the entit* agreement among the parties, and no agreement or understanding which i! not incdrporeted herein shall he binding upon the partien hereto. This Agreement may be executed in any number of counterparts with the Gams• document. All counterparts shall be construed together and shall constitute one agreement. 14.05 Waiver of Action for Partitions Each of the parties hereto; irrevocably waives during the term of the Partnership any right that he, she or it may have to maintain any action for partition with respect to the property of the Partnership. 14.06 Binding Effect: Each and all of the covenants, terms, provisions and agreements herein contained shell be binding upon and, except as restricted by Article VIII, shall inure to the benefit of the successors and assigns of the respective parties hereto. 14.07 Execution of Additional Instruments: Each Limited Partner hereby agrees to execute and deliver to the General Partner within five (5) days after receipt of the General Partner's written request there- for, such other end further statements of interest and holdings, designations, powers of attorney end other instruments as the General Partner deems necessary to comply with any laws, rules or regulations relating to the acquisition, operation or holding of federal or state oil, gas or mineral leases or interests therein. 14.08 Arbitration: The parties hereby agree to submit all contro- versies, claims and matters of difference regarding assessments pursuant to Article 3.06 or the consequences of a failure to make such contribu- tions to arbitration in Denver, Colorado, according to the rules end practices of the American Arbitration Association from time to time in force, except that if such rules and practices shall conflict with any provision of Colorado Law then in force, such Colorado rules and provisions shall govern. This submission and agreement to arbitrate shall be specifically enforceable. Without limiting the generality of the foregoing, the following shall be considered controversies for this purpose: (a) All questions relating to the breech of any obligation, warranty or condition hereunder. (b) Failure of any party to deny or reject a claim or demand of any other party. (c) All questions as to whether the right to arbitrate an question exists. Arbitration may proceed in the absence of any party if notice of the proceedings has been given to such party. The parties agree to abide by all awards rendered in such proceedings. Such awards shall be final and binding on all parties to the extent and in the manner provided by the Colorado Rules of Civil Procedure. All awards may be filed with the Clerk of the District Court i., Denver, Colorado, as a basis of judgment and of the issuance of execution for its collection, and, et the B-23 election of t'ie party making •uuh filing, with lhi tIrik of polo or n, of the courts, state or federal, having jurisil:•tion over the par'. against whom such an award is rendered ur his property. 14.09 Title to Partnership Properties: Title to all Partner;h properties may be held in the name of the Partnership erce,t as ro.,- tracted through the Operator until completion. IN WITNFSS WHEREOF, the parties have hereunto gel their hands t day end year first above written. 0-2h Dirt SICNATI'kl' AOI)ll'S.'1 ':ENrRAI. PARTNER: 12/29/ LIMITED PARTNERS, Elwood Oil Company by Jay H. Underwood Atnewwpy-in-Farr far Marlene A. Ad.,m% 12/29/83 12/29/8 12/29/83' 12/29/8 12/29 1 12/29 12/29/8 Elwood Oil Company by Jay H. ASmgey-in-Fart for Richard Underwood Routon , Elwood Oil Company by Jay H. Underwood Bey -in -Fact for Kenton Brunner P. 0. Box 598 I020 28th Aar•. S:i• !111 Greeley, Co. 806 1! 120 S. Garrison Lakewood, Co. 811)?( 6357 Coro,1 Lane Apollo Beach, Fl ;711 4(47<ednetagpirg .1wood Oil Company by Jay H. Underwood Alto Windsor, Co. 805'."0 y -in -Fact for Neill Brunner P. 0. Box 146 Windsor, Co. 805'r0 Elwood 011 Company by Jay H. Underwood jLe9ey-in-Fact for Buescher Investments 4224 N. Brandywi•e %7 agAia/" lwood Oil Company by Jay N. Underwood or y -in -Fact for Caldwell Investments r wood Oil Company by Jay H. Underwood Attorney -in -Fart for Alvin i Judith Ann Jr. wood 011 Company by Jay H. Underwood ney-in-Fact ft 11TH Enterp Peoria, H. 6161 • 2106 Fl of a Court Loveland. Co. 8017 3528 Cindy Place Cr'eley, Co. 8061 10955 Verna Ln. Northplenn, Co. F'") B-15 122983 122983 122983 122983 12298 12298 122983 122983 Elwood Oil Company by .lay H. Underwood Atnev-in-Fart/for Bessie Fldr dse 1691? Ilwy i92 Greel(A'. C.,. Hoc 'II F 'lw od Oil Company by .lay H. Underwood ey-in-Fart for Jack Eldr Pe X •ed_'llGN wood Oil Company by Jay H. Underwood Attorney -in -Fact for Robert F. & R F. dfe yl lwood Oil Company by Jay H. Underwood ey-in-Fact for John A. EweRen 2206 34th Ave. 1.41 Greeley, Cn. RO6'.I t/ 16928 Hwy 392 Greeley, Co. 806HI 1900 Newton Dr iv Cheyenne, Wv. 82(d.. wood Oil Company by Jay H. Underwood rney-in-Fact for Lillian Heinle 41449 Weld County R . 31 Ault, Co. 80610 Elwood Oil Company by Jay H. Underwood ey-in-Fact for Ralph M. Hidden 2218 Tangiewood Elwood Oil Company by Jay H. Underwood -in-Fact for Donald & Molly Ku ;z 920 4th St. Ft. Collins. Co. Rn _'5 Berthoud, Co. 80'13 (wood Oil Company by Jay H. Underwood rney-in-Fact for Verner & Wilma 0 on P. 0. Box 1037 Ault, Co. 80610 Elwood Oil Company by Jay H. Underwood At 122983C----, 122983 ey-in-Fact fyr Serwald ��{/.r1G� y G, Trust Elwood Oil Company by Jay H. Underwood ney-in-Fact for James L. Sheart . 13600 Grand Ave. ;e. h 1816 Taft Loveland, Co. grit 17 Burnsville. Mn. 5511- B -?t. • Fluood Oil Company by .lay O. Pndnt wnod ney-in-Fart for hn Suhr 2135 it L Aci•. Groriry, Cu. $IN ii 12/2'1/ 12/29/8 12/29/8 12/29/8 At • -• .eddis 12/29/8 Oil Company by Jay H. Underwood y -in -Fact for rank W. Trtstrt P. 0. Box 33' Windsor. Cr. *Win Oil Company by Jay H. Underwood ey-in-Fart for George N. Uncle Oil Company by Jay H. Underwood y -in -Fact for sa Concrete Oil Company by Jay H. Underwood y-tn-Fact for Phillip 1 Francine //des 1021 2fOli Ayr. f ii 211 Grreley, Cn. 80631 113), Qi.'•ns Wa West,..'. i•. Co. Ri 130 5545 S. Emporia Ci- lr Englewood, Cn. 901 P-27 N..m.' F. Aid ro s in r i.11 font t i hilt l'ql Nn n1 I',, -t I 'inflow, A. Adams $ /.,0110.00 120 S. Garrison St. Lakewood. Co. 80226 * Richard Bnuton 2'),'.00.00 6357 Cocoa Lane Apollo Rearh. F1. 33570 Kenton Brunner 2,000.00 P. 0. Box 598 Windsor, Co. 80550 Noill Brunner 2,000.00 P. 0. Box 146 Windsor, Co. 80550 Buescher Investments 6,000.00 4224 N. Brandywine Peoria, Ii. 61614 Caldwell Investments 6.000.00 2106 Flora Court Loveland. Co. 80537 Alvin 6 Judith Ann Dorsey, Jr. 6,000.00 3528 Cindy Place Greeley, Co. 80631 DTH Enterprises 4,100.00 10955 Verna Ln. Northglonn, Co. 80234 Bessie Eldridge 6,000.00 16932 Hwy 392 Greeley, Co. 80631 Jack Fldridpe 6,rnr0,00 16928 Hwy 392 G',•elr'v, Cr.. M0631 Robert F. b Ruth F. Eldridge t.,0n0.00 19011 Newton Drive Cheyenne. Wy. 82001 6 1/3 1/3 1 1 1 2/3 1 R-'> • Name b Address initial Contribution John A. Ewegen 2206 34th Ave. Greeley. Co. 80631 Donald b Molly Kurz 920 4th St. Berthoud, Co. 80513 'T Lillian Heinle 41449 Weld County Rd. 31 Ault, Co. 80610 Ralph M. Hidden 2218 Tanglewood Ft. Collins. Co. R0525 Verner 6 Wilma Olson P. 0. Box 1037 Ault, Co. 80610 *. Seewald Trust 1816 Taft Loveland, Co. 80537 James L. Sheard 13600 Grand Ave. South Burnsville. Nn. 55337 John Suhr 2135 5th Ave. Greeley. Cn. 80631 Frank W. Tnrclett P. O. Rn.t 331 Windsor, Cn. 80550 it George M. Underwood 1020 28th Ave. Suite 205 Greeley, Cn. 80631 * Visa Concrete, Inc. 11331 Ouivas Way Westminster, Co. 80030 $ 6,001).00 6,000.00 6.000.00 6,000.00 6,000.00 12.000.011 6,000.00 2,000.00 6.000.00 (.090.00 6,000.00 No. of i'ei' 1 1 1 1 2 1 1/3 1 1 • Name & Address Initial Contribution No. of Pr'ii Phillip & Francine Yeddis $ 6,000.00 1 5545 S. Emporia Circle Englewood, Co. 80111 t Arcredited Investors I. kit AllIOAVIF STATE OF CDLORADD ) es. COUNTY OF MELD Jay N. Itgderw0nd sworn, upon his oath deposes and states Certificate of Limited Partnership of , knows the same are true. , being first duly that he has read the foregoing Futon Country Cluh Al LTD. the contents\hereof, and that Deremhnr Subscribed and sworn to before me this 29th day of 19 R3. Witness my hand and official seal. My Commission Expires: MtrCod $W'14 147 • Naar ralk Address: 2334 15th St. =1112 Crenlrv, Co. 80631 L LETTER OF CONSENT Eaton Country Club, 37661 Weld County Road 39, Eaton, Colorado 80615, hereby consents to the use of the name Eaton Country Club No. 1. Ltd.. by Elwood Oil Company. 1020 28th Avenue, 8206. Greeley, Colorado 80631, as general partner for an oil and gas well limited partnership venture in Weld County, Colorado. Elwood Oil Company warrants that use of the name Eaton Country Club No. 1 Ltd., will be limited to the oil and gas well limited partnership in Weld County, Colorado, and that it will not use said name for any other business ventures or purposes without first obtaining permission from Eaton Country Club. Dated thb .7/ Sr day of /Wail , 1-64. Eaton Country Club By: jJ y'- ,)1 ('1.u.J edeyt Colorado Secretary of State - Summary Page 1 of 1 Colorado Secretary of State Scott Gessler For this Record... Filing history and documents Get a certificate of good standing File a form Subscribe to email notification Unsubscribe from email notification Business Home Business Information Business Search FAQs, Glossary and Information Summary Details Name THE EATON COUNTRY CLUB Status Good Standing Formation date 07/28/1948 ID number 19871114955 Fonn Nonprofit Corporation Periodic report month July Jurisdiction Colorado Term of duration Perpetual Principal office street address 37661 WCR 39, EATON, CO 80615, United States Principal office mailing address PO Box 240, Eaton, CO 80615, United States Registered Agent Name Eaton Country Club Street address 37661 WCR 39, EATON, CO 80615, United States Mailing address PO BOX 240, EATON, CO80615, United States Filing history end documents Get a certificate of good standing File a form Set up secure business filing Subscribe to email notification lnsubscribe from email notification Terms and Cond¢ions http://www. sos.state.co.us/bizBusinessEntityDetail.do?quitButtonDestination=BusinessE... 12/29/2014 OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE I, Scott Gessler, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, THE EATON COUNTRY CLUB is a Nonprofit Corporation formed or registered on 07/28/1948 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 19871114955. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 12/26/2014 that have been posted, and by documents delivered to this office electronically through 12/29/2014 @ 10:26:39. I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 12/29/2014 @ 10:26:39 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 9047411. Secretary of State of the State of Colorado •**********t*******etas*****r**eeeeee*********End ofCertifica Notice: A certificate issued electronically from the Colorado Secretor, of State's Web site is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Certificate Confirmation Page of the Secretary of State's Web site, http://www,sossmte.co.us/biz✓CertificateSearchCriteria.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. Confirming the issuance ofa certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our Web site, http://www.sos.state.co.us/ click Business Center and select "Frequently Asked Questions." CERT_GS D Revised 08/20/2008 Colorado Secretary of State - Summary Page 1 of 1 Colorado Secretary of State Scott Gessler J For this Record... Filing history and documents File a form Subscribe to email notification Unsubscribe from email notification Business Home Business Information Business Search FAQs, Glossary and Information Summary Details Name EATON COUNTRY CLUB NO. 1 LTD. Status Exists Formation date 04/06/1984 ID number 19871565566 Form Limited Partnership Periodic report month April Jurisdiction Colorado Term of duration Perpetual Principal office street address n/a Principal office mailing address n/a Registered Agent Name GEORGE UNDERVWOOD Street address 1020 - 28TH AVE., GREELEY, CO 80631, United States Mailing address Na Filing history and documents File a form Set up secure business filing Subscribe to email notification Unsubscribe from email notification Terms and Conditions http://www.sos.state.co.us/biz/BusinessEntityDetail.do?quitButtonDestination=BusinessE... 12/29/2014 To: Weld County Board of Commissioners From: Deputy Lisa Carpenter Date: December 10.2014 RE: Eaton Country Club Dear Commissioners, I have researched and found several calls for at The Eaton Country Club, located at 37661 WCR 39. Eaton, CO 80615, for the Calendar year of 2014. The calls for service were false alarms that the Weld County Sheriff's Office responded I find no grounds for disapproval for the renewal of the liquor license. Respectfully Sub ted, to. teputy I.is arpenter Community Resource Officer Weld County Sheriff's Office 1950 "O" Street Greeley, CO 80631 WELD 'COUNTY SHERIFF'S OFFICE CommunityResource Office LIQUOR ENFORc MENT WORKSHEET 1950 0 Stfeot Greeley, Colorado 80631 Voice (970) 356-4015 • Fax (970) 304-6467 Inspection Report 13 Incident Report CR#. Licenst T:Zde Name: : /1 / kr I'l/_1 l /(.C 1J J Licennee Name: y� �_� ! �`'!( Ali " f!i�(`� / Nub License ft / Type. ? ,../e, Dale of R od ; Incident /� - 1 d " i f i ace -rd -K-4 Address:3-7-10C te ti Luen� 3 ! Pe'son Ccnractee: c� S City, State, Zip: [ j� � j . �i ' t1 1 G Telephcne a St( — f L, Yes No N/A Yes No NIA State Liquor License Posted ✓ Manager Registered -I State Sales Tax License Posted / License in Control of Premises i ✓1 Coun Li or License Posted _ _ Trade Name Properly Registered Federal Form 11 a Call (800) 398-2822 .,_/ ./ Premises Physical Control Adequate ,..- Food Service License Posted s Acceptable Dispensing System ',, Minor Warning Sin Posted Off Premise Storage Licensed Meals and Snacks Available ✓i Only Permitted Items Sold - Cleanliness Adequate ,/I Alcohol From Petted Source. - Books & Invoices Available Discuss Sales of Liquor to. Minors _� T Alcohol Beverage Stock Acceptable Discuss Sales to Intoxicated Persons f_lWarning DFollow-Up Inspection L consee / Representathle Signature 1_`191\11 Date Violafoa: Dale: Time: Subject DOB: Hgl 1 Wet: I Eyes: I Hair: Clothing DL /11)*: State: Address: 1 City: I Stale: ZiP' Lvtdenoe. Yes NO NM PtIne Of: Summons*: Court Date: 7 Photos: Yes NO Narrative: J Deputy:(/ /(, #: 6-,1'01 �I Date: -1(-7 Rafaela Martinez From: Sent: To: Subject: Janet Lundquist Thursday, November 13, 2014 7:51 AM Rafaela Martinez RE: Eaton Country Club - Liquor License Renewal and Manager's Registration This is an existing facility. Public Works doesn't have any comments at this time. Janet Lundquist Traffic Engineer Weld County Public Works Dept. P.O. Box 758, Greeley, CO 80632 Tele-970.356.4000 ext 3726 Fax- 970.304.6497 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Rafaela Martinez Sent: Wednesday, November 12, 2014 4:48 PM To: Frank Piacentino; Dan Joseph; Deb Adamson; Bethany Pascoe; Lisa Carpenter; Mark Mellon; Janet Lundquist; Roy Rudisill; Brad Yatabe; Bob Choate Subject: Eaton Country Club - Liquor License Renewal and Manager's Registration In accordance with the procedure for Liquor Licenses, please review all records on the following document for any associated reports/incidents during the last year and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering Approval and renewal of the Applicant's Liquor License. PLEASE RESPOND NO LATER THAN: December 5, 2014 Applicant: Eaton Country Club File Location: LC0037 Rafaela ..Martinez Deputy Clerk to the Board 1150 O Street)P.O. Box 758IGreeley, CO 80632 tel: (970) 336-7215 X5226 1 MEMORANDUM To: Rafaela Martinez, Deputy Clerk to the Board November 13, 2014 From: Bethany Pascoe, Zoning Compliance Officer, Dept. of Planning Services Subject: LC0037 Review of the following liquor license renewal by the Department of Planning Services shows the following: 14-08839-0000 The Eaton Country Club Dba: The Eaton Country Club 37661 Weld County Road 39 PO Box 240 Eaton, CO 80615-0240 Zone District: A (Agricultural) This use is permitted through a Use by Special Review permit (USR-1241). No violations are occurring on the property at this time. SERVICE, TEAMWORK, INTEGRITY, QUALITY 0 ca o -c o U o m 0 0 0 U -O N 4) U PO Box 758 PO Box 758 Greeley CO 80632 Greeley CO 80632 RECEIPT DATE hcx -� 2 20i4 RECEIVED FROM LQd.Y\ C.(lw 4U,Otikb ADDRESS A L h u,n4 1 0° 1 ►00 - s U50. FORT, NO HOW PAID CASH CHECK Los -0 MONEY ORDER b L k. (.1,-7 1.. 0037 BY 40.41.O• -- RECEIPT DATE VIo \J I2 J 2)14 RECEIVED FROM f ±L14\ ADDRESS .17;30 CeiCe[tiN arVA N°110°. ------ FOR HOW PAID CASH CHECK MONEY ORDER O5-0 00 I NO. S+� . 00 LiUkX'_ -1u10 LGoo' n BY 8715 2810 6631 ULL AND RETAIN THIS COPY BEFORE AFFIXING TO THE PACKAGE. NO POUCH NEEDED. 0415722399 m Ln 00 R t -e g tu Y C On g t2 6 PO Box 758 I; Greeley CO 80632 RECEIPT DATE NO. S030 RECEIVED FROM Cocunlj 81.44 AI DRESS �J EATON COUNTRY CLUB 8197 Colorado Department Of Revenue Invoice # Total Discount Amount Paid Invoice # Total Discount Amount Paid liquor $25.00 $0.00 $25.00 license fee 8197 AOOUCT SSLd120 USE. WITH 91564 ENVELOPE PRINTED IN U.S.A. 03-03-2015 $25.00 A P.O. BOX 240 EATON, CO 80615 (970) 454-2479 Twenty -Five Dollars and Zero Cents Colorado Department Of Revenue A 4031 W 2CMI Street PO Box 337060 G.OIMY. CO 606.33 CACHE Nlf 376, SI0�i'�36tefim 3/3/2015 8197 F kThtmzV't>gfla4 � NMIaMa4Bmos $25.00 8197 Security features. Details on ba March 3, 2015 CLERK TO THE BOARD PHONE: (970) 336-7215, Ext. 5226 FAX: (970) 336-7233 1150 O STREET P. O. BOX 758 GREELEY, COLORADO 80632 State of Colorado — Department of Revenue Liquor Enforcement Division 1881 Pierce Street Division 108-A Lakewood, CO 80214 RE: Liquor License Renewal — Eaton Country Club To Whom it May Concern: Attached is a check in the amount of $25.00 for finalization of State Liquor additional $25 that is associated with the Managers Registration fee of $75.00. incorrectly. If you have questions or need additional information, please do not hesitate (970) 336-7215, Extension 5226. Very truly yours, • Rafaela A. Martinez Deputy Clerk to the Board ramartinez@weldgov.com Fees. This is the It was calculated to contact me at 8715 2810 6756 PULL AND RETAIN THIS COPY BEFORE AFFIXING TO THE PACKAGE. NO POUCH NEEDED. DeptfrlouiSurtenloom t Fed& Express Saver, or Fed s! ru N n N a m LJ m 0 tr C O ry u"1 m O O ci o ru fL O O r U.S. Postal ServiceTM CERTIFIED MAIL. RECEIPT (Domestic Mall Only; No Insurance Coverage Provided) Postage 1 S R LCertified Fee Return Receipt Fee I (Endorsement Required) ' Postmark Here nestneted Delivery Fee (Endorsement Required) Toter Postage S Fees Sent To .y S^^^I' �.a en Cl,tlbj e o�rooke " 'c, IStreet. Ape No.: or no Box No. 31 Lo ,l -Ory. Sfete Tip,.0 I s. PS Form 3800, June 2002 See Reverse for Instructions • Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. • Print your name and address on the reverse so that we can return the card to you. • Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed to: Exton e CLL'b pain6Aeraz ,k. . fll.uInl CR- 39 Co Sotois- Cato 2. Article Number (transfer from service label) 200,4 ,39 'goo's- oat/o Is delive address different from item 1? ❑ Yes If YES, enter delivery address below: ❑ No 3. Service Type Certified Mail° ❑ Registered O Insured Mail ❑ Priority Mail Express'" ❑ Return Receipt for Merchandise ❑ Collect on Delivery 4. Restricted Delivery? (Extra Fee) Yes 7004 2890 0003 5708 9936 PS Form 3811, July 2013 Domestic Return Receipt Hello