HomeMy Public PortalAboutRES-CC-2008-20o 0
RESOLUTION # 20-2008
A RESOLUTION APPROVING THE FORM OF THE EQUIPMENT LEASE
AGREEMENT WITH ZIONS FIRST NATIONAL BANK, SALT LAKE CITY,
UTAH. FINDING THAT IT IS IN THE BEST INTERESTS OF THE CITY OF
MOAB, UTAH TO ENTER INTO SAID AGREEMENT, AND AUTHORIZING THE
EXECUTION AND DELIVERY THEREOF
Whereas, the City Council {the "Governing Body"} has determined that a true and very real
need exists for the leasing of the equipment described in the Equipment Lease Agreement
presented to this meeting; and
Whereas, the Governing Body has reviewed the form of the Equipment Lease Agreement and
has found the terms and conditions thereof acceptable to the City of Moab, Utah; and
Whereas, the Governing Body has taken the necessary steps including any legal bidding
requirements, under applicable law to arrange for the leasing of such equipment under the
Equipment Lease Agreement.
Be it resolved by the Governing Body of the City of Moab, Utah as follows:
Section 1. The terms of said Equipment Lease Agreement are in the best interests of the City
of Moab, Utah for the leasing of the equipment described therein.
Section 2. The Mayor and City Recorder are hereby authorized to execute and deliver the
Equipment Lease Agreement and any related documents necessary to the consummation of the
transactions contemplated by the Equipment Lease Agreement for and on behalf of the City of
Moab, Utah.
Section 3. The officers of the Governing Body and the City of Moab, Utah are hereby
authorized and directed to fulfill all obligations under the terms of the Equipment Lease
Agreement.
Passed and adopted by action of the Governing Body of the City of Moab in open session this 10th
day of June 2008.
Rachel Ellison
City Recorder
Resolution 1420-2008
City Moab
Mayor David L. Sakrison
Page 1 of
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LEASE PURCHASE AGREEMENT
This equipment lease (the "Lease") dated as of June 24, 2008, by and between Zions First
National Bank, One South Main Street, Salt Lake City, Utah 84111 ("Lessor"), and the City of
Moab, Utah ("Lessee") a body corporate and politic existing under the laws of the State of Utah.
This Lease includes all Exhibits hereto, which are hereby specifically incorporated herein by
reference and made a part hereof.
Now therefore, for and in consideration of the mutual promises, covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
Lease Of Equipment
Section I.1 Agreement to Lease. Lessor hereby demises, leases, and lets to Lessee and Lessee
rents, leases and hires from Lessor, the "Equipment" (as hereinafter defined), to have and to hold
for the term of this Lease; provided, however, that the obligation of Lessor to lease any item of
the Equipment and to make payment to the Vendor therefor is subject to the condition precedent
that Lessee shall provide the following at its cost, in form and substance satisfactory to Lessor:
(i) Evidence satisfactory to Lessor as to due compliance with the insurance provisions
of Section 10.2 hereof;
(
i) Invoice of the Vendor of such item of Equipment; and
(iii) Delivery And Acceptance Certificate in the form attached hereto as Exhibit "E"
executed by Lessee acknowledging delivery to and acceptance by Lessee of such
item of Equipment.
Section 1.2 Title. During the term of this Lease, title to the Equipment will be transferred to,
and held in the name of, Lessee, subject to retransfer to Lessor as provided in Section 3.4. Upon
termination of this Lease as provided in Sections 3.3 (a) or 3.3 (c), title to the Equipment will
transfer automatically to Lessor without the need for any further action on the part of Lessor,
Lessee, or any other person, provided that if any action is so required, Lessee by this Lease
appoints Lessor its irrevocable attorney in fact to take any action to so transfer title to the
Equipment to Lessor. Lessor at all times will have access to the Equipment for the purpose of
inspection, alteration, and repair.
Section 1.3 Security. To secure the payment of all of Lessee's obligations to Lessor under
this Lease, Lessee grants to Lessor a security interest in the Equipment and in all additions,
attachments, accessions, and substitutions to or for the Equipment. The security interest granted
herein includes proceeds. Lessee agrees to execute such additional documents, including
financing statements, affidavits, notices, and similar instruments, in form satisfactory to Lessor,
which Lessor deems necessary or advisable to establish and maintain its security interest in the
1
"Term" or "Term of this Lease" shall mean the Original Term and all Renewal Terms
provided for in this Lease under Section 3.2.
"Vendor" shall mean the manufacturer of the Equipment and the manufacturer's agent or
dealer from whom Lessor purchased or is purchasing the Equipment.
ARTICLE III
Lease Term
Section 3.1 Commencement. The Term of this Lease shall commence as of:
the date this Lease is executed.
days after the receipt, installation, and operation of the Equipment, and its
acceptance by Lessee, as indicated by an acceptance certificate signed by
Lessee.
the date the Vendor receives full payment for the Equipment from Lessor.
X June 24, 2008.
Such date will be referred to as the Commencement Date.
Section 3.2 Duration of Lease: Nonappropriation. This Lease will continue until the end of
the fiscal year of Lessee in effect at the Commencement Date (the "Original Term"). Thereafter,
this Lease will be automatically extended for three (3) successive additional periods of one year
coextensive with Lessee's fiscal year (each, a "Renewal Term"), unless this Lease is terminated
as hereinafter provided.
The parties understand that as long as Lessee has sufficient appropriated funds to make the
Rental Payments hereunder, Lessee will keep this Lease in effect through all Renewal Terms and
make all payments required herein or Lessee will exercise its option under Article V to purchase
the Equipment. Lessee hereby declares that, as of the date of the execution of this Lease, Lessee
currently has an essential need for the Leased Equipment which is the subject of this Lease to
carry out and give effect to the public purposes of Lessee. Lessee reasonably believes that it will
have a need for the Equipment for the duration of the Original Term and all Renewal Terms. If
Lessee does not appropriate funds to continue the leasing of the Equipment for any ensuing
Renewal Term, this Lease will terminate upon the expiration of the Original or Renewal Term
then in effect and Lessee shall notify Lessor of such termination at least ten (10) days prior to the
expiration of the Original or Renewal Term then in effect; provided, however, that a failure to
give such written notice shall not constitute an event of default, result in any liability on the part
of the Lessee or otherwise affect the termination of this Lease as set forth hereinabove.
Section 3.3 Termination. This Lease will terminate upon the earliest of any of the following
events:
3
Section 4.4 Rental Payments to Constitute a Current Obligation of the Lessee. The Lessee
and the Lessor acknowledge and agree that the obligation of the Lessee to pay Rental Payments
hereunder constitutes a current obligation of the Lessee payable exclusively from current and
legally available funds and shall not in any way be construed to be an indebtedness of the Lessee
within the meaning of any provision of Sections 10-8-6 or 11-1-1 through 11-1-2, Utah Code
Annotated 1953, as amended, or Section 3, 4, or 5 of Article XIV of the Utah Constitution, or
any other constitutional or statutory limitation or requirement applicable to the Lessee
concerning the creation of indebtedness. The Lessee has not hereby pledged the credit of the
Lessee to the payment of the Rental Payments, or the interest thereon, nor shall this Lease
obligate the Lessee to apply money of the Lessee to the payment of Rental Payments beyond the
then current Original Term or Renewal Term, as the case may be, or any interest thereon.
ARTICLE V
Purchase Of Equipment
Section 5.1 Option Purchase Price. On any Business Day on or after June 24, 2008, Lessee
may purchase the Equipment from Lessor at a price equal to the principal amount outstanding on
the Rental Payment Date immediately preceding the date of calculation (unless such date is a
Rental Payment Date, in which case, the principal amount outstanding as of such date), plus
accrued interest from such Rental Payment Date to such date of calculation at the rate of interest
per annum in effect for the period during which the calculation is made, as set forth in Exhibit
«C „
Section 5.2 Manner of Exercise of Option. To exercise the option, Lessee must deliver to
Lessor written notice specifying the date on which the Equipment is to be purchased (the
"Closing Date"), which notice must be delivered to Lessor at least thirty (30) days prior to the
Closing Date specified therein. At the closing, Lessor will deliver to Lessee a bill of sale
transferring the Equipment to Lessee free and clear of any lien or encumbrance created by or
arising through Lessor, but without warranties, and will deliver all warranties and guarantees of
Vendors of the Equipment.
Section 5.3 Conditions of Exercise of Option. Lessee may purchase the Equipment pursuant
to the option granted by this Lease only if Lessee has made all Rent Payments when due (or has
remedied any defaults in the payment of rent, in accordance with the provisions of this Lease)
and if all other representations, covenants, warranties, and obligations of Lessee under this Lease
have been satisfied (or all breaches of the same have been waived by Lessor in writing).
Section 5.4 Termination Purchase. Upon the expiration of the Term of the Lease and
provided that the conditions of Section 5.3 have been satisfied, Lessee shall be deemed to have
purchased the Equipment (without the payment of additional sums) and shall be vested with all
rights and title to the Equipment. Lessor agrees that upon the occurrence of the events as
provided in this Section, it shall deliver to Lessee the documents specified in Section 5.2, and
shall comply with the provisions of Section 5.2 relating to termination upon exercise of the
option to purchase.
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(1)
No use will be made of the proceeds of this Lease, or any funds or accounts of
Lessee which may be deemed to be proceeds of this Lease, which use, if it had
been reasonably expected on the date of execution of this Lease, would have
caused this Lease to be classified as an "arbitrage bond" within the meaning of
Section 148 of the Code;
(2) Lessee will at all times comply with the rebate requirements of Section 148(f),
to the extent applicable;
(3)
in order to preserve the status of this Lease as other than a "private activity
bond" as described in Sections 103(b)(1) and 141 of the Code, as long as this
Lease is outstanding: (I) none of the proceeds of this Lease or the Equipment
financed therewith shall be used for any "private business use" as that term is
used in Section 141(b) of the Code and defined in Section 141(b)(6) of the
Code; and (II) no part of this Lease shall be secured in whole or in part, directly
or indirectly, by any interest in any equipment used in any such "private
business use or by payments in respect of such equipment, and shall not be
derived from payments in respect of such equipment;
(4) it will not take any action or omit to take any action such that would cause
interest on this Lease to become ineligible for the exclusion from gross income
of Lessor as provided in Section 103 of the Code.
(k) The obligations of Lessee under this lease are not federally guaranteed within the
meaning of Section 149(b) of the Code.
(I)
(m)
This Lease is being executed for the purpose of acquiring the Equipment and is not
being issued to refund or refinance any outstanding obligation of Lessee, nor to
reimburse Lessee for any expenditures made prior to the date hereof.
In compliance with Section 149 (e) of the Code relating to information reporting,
Lessee has caused or will cause to be filed with the Internal Revenue Service, IRS
form 8038—G or 8038—GC, as appropriate.
(n) Lessee has selected the Equipment and desires to lease the Equipment for use in the
performance of its governmental or proprietary functions. Lessor, at Lessee's
request, has ordered or shall order the Equipment and shall lease the same to Lessee
as herein provided, Lessor's only role being the facilitation of the financing of the
Equipment for the Lessee. Lessor will not be liable for specific performance or for
damages if the supplier or manufacturer of the Equipment for any reason fails to fill,
or delays in filling, the order for the Equipment. Lessee acknowledges that Lessor is
not a manufacturer of or a dealer in the Equipment (or similar equipment) and does
not inspect the Equipment prior to delivery to Lessee. Lessee agrees to accept the
Equipment and authorizes Lessor to add the serial number of the Equipment to
Exhibit "A." Lessor shall have no obligation to install, erect, test, inspect, or service
the Equipment. For purpose of this Lease and of any purchase of the Equipment
effected under this Lease, Lessor expressly disclaims any warranty with respect to
the condition, quality, durability, suitability, merchantability or fitness for a
7
ARTICLE VII
Events Of Default And Remedies
Section 7.1 Events of Default Defined. The following shall be "events of default" under this
Lease and the terms, "event of default" and "default" shall mean, whenever they are used in this
Lease, any one or more of the following events:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid
hereunder at the time specified herein; and
Failure by Lessee to observe and perform any covenant, condition or agreement on
its part to be observed or performed, other than as referred to in Section 7.1 (a), for a
period of 30 days after written notice, specifying such failure and requesting that it
be remedied as given to Lessee by Lessor, unless Lessor shall agree in writing to an
extension of such time prior to its expiration; provided, however, if the failure stated
in the notice cannot be corrected within the applicable period, Lessor will not
unreasonably withhold its consent to an extension of such time if corrective action is
instituted by Lessee within the applicable period and diligently pursued until the
default is corrected.
(b)
The foregoing provisions of this Section 7.1 are subject to (i) the provisions of Section 3.2
hereof with respect to nonappropriation; and (ii) if by reason of force majeure Lessee is unable
in whole or in part to carry out its agreement on its part herein contained, other than the
obligations on the part of Lessee contained in Article IV hereof, Lessee shall not be deemed in
default during the continuance of such inability. The term `force majeure" as used herein shall
mean, without limitation, the following: acts of God; strikes, lockouts or other industrial
disturbances; acts of public enemies; orders or restraints of any kind of the government of the
United States of America or of the state wherein Lessee is located or any of their departments,
agencies or officials, or any civil or military authority; insurrections; riots; landslides;
earthquakes; fires; storms, droughts; floods; explosions; breakage or accident to machinery,
transmission pipes or canals; or any other cause or event not reasonably within the control of
Lessee.
Section 7.2 Remedies on Default. Whenever any event of default referred to in Section 7.1
hereof shall have happened and be continuing, Lessor shall have the right, at its sole option
without any further demand or notice to take one or any combination of the following remedial
steps:
(a) WIth or without terminating this Lease, retake possession of the Equipment and sell,
lease or sublease the Equipment for the account of Lessee, holding Lessee liable for
the difference between (i) the rents and other amounts payable by Lessee hereunder
to the end of the then current Original Term or Renewal Term, as appropriate, and
(ii) the purchase price, rent or other amounts paid by a purchaser, lessee or sublessee
of the Equipment pursuant to such sale, lease or sublease; and
9
ARTICLE IX
Use, Repairs, Alterations, And Liens
Section 9.1 Use. Lessee will not install, use, operate, or maintain the Equipment improperly,
carelessly, in violation of any applicable law, or in a manner contrary to that contemplated by
this Lease. Lessee agrees that the Equipment is and at all times will remain personal property not
withstanding that the Equipment or any part of the Equipment may now or hereafter become
affixed in any manner to real property or to any building or permanent structure.
Section 9.2 Repairs. Lessee at its own cost will service, repair, and maintain the Equipment
so as to keep the Equipment in as good condition, repair, appearance, and working order as when
delivered to and accepted by Lessee under this Lease, ordinary wear and tear excepted. At its
own cost, Lessee will replace any and all parts and devices which may from time to time become
worn out, lost, stolen, destroyed damaged beyond repair, or rendered unfit for use for any reason
whatsoever. All such replacement parts, mechanisms, and devices will be free and clear of all
liens, encumbrances, and rights of others, and immediately will become a part of the Equipment
and will be covered by this Lease (for all purposes including the obligation of Lessee to
retransfer title to Lessor under Section 1.2 herein) to the same extent as the Equipment originally
covered by this Lease.
Section 9.3 Alterations. Lessee may install such miscellaneous equipment as may be
necessary for use of the Equipment for its intended purposes so long as either (a) the installation
of such equipment does not alter the function or manner of operation of the Equipment, or (b)
Lessee, upon termination of this Lease (other than termination pursuant to Section 3.3(b) or (d),
restores the Equipment to its function and manner of operation prior to the installation of such
equipment. Subject to the obligations described above, Lessee may remove such equipment upon
termination of this Lease, if the removal of such equipment will not substantially damage the
Equipment. Without the prior written consent of Lessor, Lessee will not make any other
alterations, changes, modifications, additions, or improvements to the Equipment except those
needed to comply with Lessee's obligations to change, add to, or repair the Equipment as set
forth in Sections 9.2 and 10.3 herein. Any alterations, changes, modifications, additions, and
improvements made to the Equipment, other than miscellaneous equipment installed as set forth
above, immediately will become a part of the Equipment and will be covered by this Lease (for
all purposes, including the obligation of Lessee to retransfer title to Lessor under Section 1.2
herein) to the same extent as the Equipment originally covered by this Lease.
Section 9.4 Liens. Except with respect to the security interest provided in Section 1.3 hereof,
Lessee will not directly or indirectly create, incur, assume, or suffer to exist any mortgage,
pledge, Iien, charge, encumbrance, or claim on or with respect to the Equipment or any interest
in the Equipment. Lessee promptly and at its own expense will take such action as may be
necessary to duly discharge any mortgage, pledge, lien, charge, encumbrance, or claim, not
excepted above, if the same arises at any time.
11
regardless of such loss, theft, destruction, or damage. Lessee assumes all risks and liabilities,
whether or not covered by insurance, for loss, theft, destruction, or damage to the Equipment and
for injuries or deaths of persons and damage to property however arising, whether such injury or
death be with respect to agents or employees of Lessee or of third parties, and whether such
damage to property be to Lessee's property or to the property of others.
ARTICLE XI
Miscellaneous
Section 11.1 Assignment and Sublease by Lessee Lessee may not assign, transfer, pledge, or
encumber this Lease or any portion of the Equipment (or any interest in this Lease or the
Equipment), or sublet the Equipment, without the prior written consent of Lessor. Consent to any
of the foregoing acts shall not constitute a consent to any subsequent like act by Lessee or any
other person. Lessee agrees that Lessor may impose on the Equipment such plates or other
means of identification as necessary to indicate that the Equipment is subject to this Lease and
the restrictions set forth in this Section.
Section 11.2 Assignment by Lessor. The parties hereto agree that all rights of Lessor
hereunder may be assigned, transferred or otherwise disposed of, either in whole or in part;
provided that (1) notice of any such assignment, transfer or other disposition is given to Lessee
at least five (5) days prior thereto; (2) prior to any such assignment, transfer or other disposition,
the name and address of the assignee or transferee must be registered on registration books
maintained by Lessee for this Lease; and (3) prior to any such assignment, transfer or other
disposition, this Lease must be surrendered to Lessee and the interest of any such assignee or
transferee indicated on the face hereof and after such notation hereon, Lessee will redeliver this
Lease to the new owner or owners hereof. Lessee shall maintain registration books for this Lease
and shall be obligated to make the payments required hereby, including principal and interest
payments, solely to the registered owner or owners hereof.
Section 11.3 Lessor's Right to Perform for Lessee. If Lessee fails to make any payment or
fails to satisfy any representation, covenant, warranty, or obligation contained herein or imposed
hereby, Lessor may (but need not) make such payment or satisfy such representation, covenant,
warranty, or obligation, and the amount of such payment and any expenses incurred by Lessor,
as the case may be, together with interest thereon as herein provided, will be deemed to be
additional rent payable by Lessee on Lessor's demand.
Section 11.4 Addresses, All notices to be given under this Lease will be made in writing and
mailed or delivered by registered or certified mail, return receipt requested to the following
addresses until either Lessee or Lessor gives written notice to the other specifying a different
address:
(a) if to Lessee, at the City of Moab, Utah, City Center, 217 E Center, Moab, UT 84532.
Attention: Rachel Ellison.
13
party and the interest of Lessee is as a debtor with the aggregate principal amount of the Rental
Payments constituting the purchase price of the Equipment, and that Lessor neither has nor will
have any equity in the Equipment.
Section 11.16 Set —Up Fee. As additional consideration for the rights herein granted to
Lessee, Lessee agrees to pay Lessor a commencement or set—up fee of One thousand five
hundred and no/100 Dollars ($1,500.00) on the date this Lease is executed.
Section 11.17 Designation of Issue for Tax Purposes. In accordance with Section 265 of the
Code, Lessee hereby designates this Lease as an issue qualifying for the exception for certain
qualified tax—exempt obligations to the rule denying banks and other financial institutions 100° 0
of the deduction for interest expenses which is allocable to tax—exempt interest. Lessee
reasonably anticipates that the total amount of tax—exempt obligations [other than (i) private
activity bonds, as defined in Section 141 of the Code (a qualified 501 (c)(3) bond, as defined in
Section 145 of the Code, and any bond issued to refund certain obligations issued before August
8, 1986 as described in Section 265 (b)(3)(B)(ii)(H) of the Code not being treated as a private
activity bond for this purpose), (ii) any obligation to which Section 141 (a) of the Code does not
apply by reason of Sections 1312, 1313, 1316 (g) or 1317 of the Tax Reform Act of 1986 and
which is described in Section 265 (b)(3)(C)(ii)(II) of the Code, and (iii) any obligation issued to
refund (other than to advance refund within the meaning of Section 149 (d)(5) of the Code) any
obligation to the extent the amount of the refunding obligation does not exceed the outstanding
amount of the refunded obligation] which will be issued by the Lessee and by any aggregated
issuer during the current calendar year will not exceed $10,000,000.
Section 11.18 Exhibits. This Lease shall not be effective as against Lessor until such time as
all Exhibits attached hereto, consisting of Exhibits "A" through "E," inclusive, are completed to
the satisfaction of Lessor and delivered to Lessor.
15
EXHIBIT A
Description Of Equipment
Quantity Description/Serial Numbers
3 (1) 2008 Elgin Street Sweeper
(1) 2008 Ford F350 Super Duty; VIN: 1 FDWF36568ED09107
(1) 2008 STRG LT9500 Truck; VIN: 2FZHAZCVX8AAB0399
Initials of Lessee Signatory
17
STATE OF UTAH
COUNTY OF GRAND
)
: SS.
)
I, Rachel Ellison hereby certify that I am the duly qualified and acting City Recorder of the
City of Moab, Utah.
I further certify that the above and foregoing instrument constitutes a true and correct copy of
the minutes of a regular meeting of the City Council including a Resolution adopted at said
meeting held on June 10, 2008, as said minutes and Resolution are officially of record in my
possession, and that a copy of said Resolution was deposited in my office on ./` ttvte_.
_14__ -, 20122)_. a
In witness whereof, I have here to set my hand and affixed the corporate seal of the City of
Moab, Utah this la4day of WAX_ , 20 p$
[S E A L1 T
ByCi-d-A-4-10
20
Rachel Ellison, City Recorder
City of Moab
Regular Council Meeting Schedule
2008
The City of Moab will hold Regular City Council Meetings at 7:00 PM with workshops
beginning at 6:30 PM on the second and fourth Tuesdays of each month. All Regular
City Council Meetings will be held in the Moab City Council Chambers at 217 East
Center Street, Moab, Utah. Meeting dates will be as follows:
January 8 January 22
February 12 February 26
March 11 March 25
April 8 April 22
May 13 May 27
June 10 June 24
July 8 July 22
August 12 August 26
September 2 September 23
October 14 October 28
November 4 November 25
December 9
Isl Rachel Ellison
City Recorder
Published in the Times -Independent, December 6 and 13, 2007„
0
Moab City, Utah
S305,385 Equipment Lease Purchase
Dated June 24, 2008
Lease Payment Schedule
Dale Principal Coupon Interest Total P+1 Fiscal Total
06/24/2001 _ _
06124f2009 97,964.94 3.160% 11,787.87 109,752.81 109,75I.11
004/2010 101,74639 3.160y4 8,006.42 109,752.81 109,752.81
061244011 105,673,SO 3.160% 4,079.01 109,752.81 109,752.81
Total 5315,315.13 S23,173.30 5329,2511.43
Yield Statistics
Bond Year DaIlan
Average Life
Average Coupon
Nei Intwwt Cost Chil9
True lntoest Cost (TIC)
Bad Yield far At6imge Purposea
All Inclusive Cost (Ale)
IRS Form 8038
Net lowest Cost
Weighted Average Maturity
lr. V7W StN6L5!IMPOISE id MOOS AO TM
23
s618.48
2.025 Years
3.8600010%
3.1600010%
3.16000103E
3.8600010%
4.11940113E
3.8600010%
2.025 Years
Initials of Lessee Signatory
0
ZIONS BANK
July 14, 2008
Ms. Rachel Ellison
City of Moab
217 East Center
Moab, UT 84532
Dear Ms. Ellison:
RE: Lease Purchase Agreement - Dated June 24, 2008
Enclosed please find an original copy of the Lease Purchase Agreement, dated June 24, 2008,
between Zions First National Bank and City of Moab for your records.
As a reminder, the following documentation for the vehicles financed through this lease is still
missing from our file and should be forwarded to me as soon as it becomes available:
• Proof of Insurance showing Zions First National Bank as the loss payee - All three;
• Vendors Invoice - 2008 Elgin Street Sweeper
Please do not hesitate to call me at (801) 844-7769 if I can be of any assistance to you. We
appreciate doing business with you.
Senior Operations Officer
/kh
Enclosure
PUBLIC FINANCIAL SERVICES One South Main St, 17th Floor, Salt Lake City, UT 84111 I Trlrphane (801) 844-7769 Fax (841) 524-8693