4824-8927-6700, v.

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CALLISTER NEBEKER & McCULLOUGH
JEFFREY L. SHIELDS (2947)
jlshields@cnmlaw.com
T. RICHARD DAVIS (0836)
trdavis@cnmlaw.com
ZACHARY T. SHIELDS (6031)
zachshields@cnmlaw.com
MICHAEL D. STANGER (10406)
mstanger@cnmlaw.com
Zions Bank Building Suite 900
10 East South Temple
Salt Lake City, UT 84133
Telephone: (801) 530-7300
Facsimile: (801) 364-9127

Attorneys for Bruce R. Wisan, as the Court-Appointed Special
Fiduciary of the United Effort Plan Trust











IN THE THIRD JUDICIAL DISTRICT COURT OF SALT LAKE COUNTY

STATE OF UTAH

IN THE MATTER OF
THE UNITED EFFORT PLAN TRUST,
TRUSTEES I THROUGH IX

(Dated November 9, 1942, Amended April 10,
1946, and Amended and Restated on
November 3, 1998); and its, TRUSTEES,
including known trustees TRUMAN
BARLOW, WARREN JEFFS, LEROY
JEFFS, WINSTON BLACKMORE, JAMES
ZITTING and WILLIAM E. JESSOP a/k/a
WILLIAM E. TIMPSON and DOE



MEMORANDUM IN SUPPORT OF
FIDUCIARYS MOTION TO APPROVE
SALES OF REAL PROPERTY

Civil No. 053900848

Judge: Denise P. Lindberg


Bruce R. Wisan, in his capacity as the Court Appointed Special Fiduciary (Fiduciary)
of the United Effort Plan Trust (Trust or UEP), by and through counsel, and pursuant to

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UTAH R. CIV. P. 7(b), submits the following Memorandum in Support of Fiduciarys Motion to
Approve Sales of Real Property (Motion).
I. BACKGROUND FACTS
1. On May 27, 2005, the Third District Court for Salt Lake County, State of Utah, in
Civil No. 053900848, entered an Order appointing Bruce R. Wisan to serve as the Fiduciary of
the Trust. The Fiduciarys appointment has been confirmed in subsequent orders issued from the
Court.
2. On June 22, 2005, the Third District Court for Salt Lake County, State of Utah, in
Civil No. 053900848, entered an Order granting the Fiduciary the authority to request Court
approval to sell, rent or otherwise dispose of Trust property for the purpose of funding the
administration of the Trust.... See, June 22, 2005 Order at 10.
3. On June 13, 2014, at 11:00 a.m., a scheduled conference in open Court was held
in the Third Judicial District Court for Salt Lake County, State of Utah, Judge Denise P.
Lindberg, presiding, during which the Fiduciarys plan for an Auction Sale of certain non-
residential real properties owned by the Trust, scheduled to be conducted by Statewide
Liquidation and Auction Company (the Auctioneer) in Hurricane, Utah, was presented to and
approved by the Court (subject to final Court approval of each individual property sale),
including the terms and conditions of each such prospective sale as set forth in the Master Real
Estate Auction Agreement and the Bidder Terms.
4. Prior to the Auction Sale, the Auctioneer published notice of and detailed
information concerning each parcel, including the creation and maintenance of a web-site
describing each parcel, providing still photographs and video panoramic views of each parcel, a


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copy of a current title report prepared by First American Title Company together with copies of
all documents identified in said report as exceptions to title and vesting instruments. At the sale,
the auctioneer provided a date-down update of the approximate amount of real estate taxes
assessed against, still owing, and to be assumed by the purchaser of each respective parcel. The
advertisements for the Auction were physically posted locally in public places within the Hildale
and Colorado City communities, were published in newspapers in the larger areas of Washington
County, Utah and Mohave County, Arizona, and were distributed widely by email and telephone
to over 3,500 prospective bidders and customers known to the Auctioneer in the southwestern
region of the United States.
5. As a result of the efforts of the Auctioneer and the Fiduciary, more than 80 people
appeared at the designated location and place for the Auction, and 16 persons were qualified and
registered to bid (by submitting certified funds of $10,000 as a deposit and agreeing in writing to
abide the terms of the Auction and promptly close on any successful bid).
6. On June 25, 2014, commencing at 12:00 noon, the Auction Sale was conducted in
accordance with the approved terms and conditions, in each instance subject to approval by this
Court. Attached hereto as Exhibit A is a written summary of the parcels placed for auction,
which summary includes for each separate parcel provisionally sold: (1) its Tax identification
number; (2) its designated Auction Lot number; (3) its general property description including
acreage; (4) the highest bid offered at the Auction; (5) the most recently assessed value made by
the County Assessor of the county in which the parcel is located; (6) the high bid amount as a
percentage of the assessment; (7) the most recent independent appraisal (where available); (8)
the high bid as a percentage of the appraised value; (9) the identity of and contact information for
the high bidder; and (10) the Fiduciarys recommendation as to whether the provisional auction
sale should be approved and closed.


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7. In as much as the Auction Sale was conditionally approved by the Court, subject
to review of the Report by the Fiduciary and demonstration of the fairness of the procedure and
best interests to the Trusts, the Fiduciary submits this report on the Auction, recommending
approval of some of the Auction Sales and rejection of the others with a potential second bid
opportunity for the high bidder, and gives his reasons for such recommendations.

II. RECOMMENDATIONS OF THE FIDUCIARY FOR APPROVAL OF SALES
8. For the reasons set forth below, the Fiduciary recommends that the Court approve
the following provisional auction sales:
a. Lot 1A; 115 acres (HD-03-32-110) for $172,500 to Richard Holm;
b. Lot 1B; 152 acres (HD-03-29-220) for $228,000 to Richard Holm;
c. Lot 1C; 30 acres (HD-03-28-330) for $87,000 to Willie Jessop;
d. Lot 2; 32 acres (HD-03-33-424) for $128,000 to Richard Holm;
e. Lot 3; 89.5 acres (HD-178-A-2) for $67,125 to Benjamin Zitting;
f. Lot 4; 97 acres (HD-3) for $223,100 to David Stubbs;
g. Lot 7*; 80 acres (1389-A) for $24,000 to David Stubs;
h. Lot 8*; 80 acres (1388-A) for $26,000 to SLI Ventures;
i. Lot 9*; 40 acres (1388-G) for $11,000 to SLI Ventures;
j. Lots 10*, 11*, and 12*; 314.34 total acres (2201, 2202, 1387) for
$110,019 to SLI Ventures;
k. Lot 19; 0.3 acres (404-21-051) for $2,000 to Willie Jessop;
l. Lot 20; 1.5 acres (404-21-052) for $50,000 to Willie Jessop;
m. Lot 23; 1.22 acres (404-33-029) for $8,500 to Susan Williams;
n. Lot 27; 1.31 acres (404-33-030) for $10,000 to Allen Zitting;


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o. Lot 28; 1.22 acres (404-33-037) for $8,000 to Allen Zitting; and
p. Lot 31; 2.61 total acres (404-31-049 and 404-31-051) for $45,000 to
David Stubbs.
9. The Fiduciary strongly recommends approval of each of the foregoing auction
sales of parcels (other than those marked with an * above and discussed in paragraph 10
below) because the highest bid for each of the parcels in those 12 Lot sales was in excess of 64%
of its assessed value. As a group, the aggregate high bid for these 12 parcels (approximately
$1,100,000) is equal to 93% of the aggregate assessed value of the parcels in the 12 Lot sales
(approximately $1,029,000).
10. The parcels sold in Lots 7, 8, 9, 10, 11, and 12 (the Gap parcels) each sold at the
Auction for amounts significantly less than the other Utah parcels. Therefore, the Fiduciary
appropriately resorted to fee appraisals of said Lots prepared by Craig Morley, MMA, of Morley
& McConkie LC, Real Estate Appraisers and Consultants. It was discovered that the County
assessments for the Gap parcels were between 54% and 92% higher than the fee appraisals,
justifying a closer review of the lower auction bids. The aggregate bid prices of the Gap parcels
is 68% of their aggregate appraised value. According to the fee appraiser, the better accuracy of
the fee appraisals was evidenced by the actual bids received at the Auction. Further investigation
since the Auction Sale has convinced the Fiduciary that it would be unlikely that a significant
increase in the bids for the Gap parcels would be obtained either in a later auction or through
standard realtor marketing efforts. Accordingly, the Fiduciary recommends the Courts approval
of the provisional sales of the Gap parcels.
11. Lot 4 consists of approximately 97 acres within a single 119-acre tax parcel (No.
HD-3). The remaining approximate 22-acre parcel was removed from the auction sale because it
had been promised to be conveyed to the Lost Boys pursuant to a prior Court-approved


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settlement. Tax Parcel HD-C has not yet been subdivided. The Fiduciary recommends that the
sale of Lot 4 be approved, and that the 97 acres be conveyed to the high bidder as soon as that
subdivision has been accomplished.
III. RECOMMENDATIONS OF THE FIDUCIARY FOR REJECTION OF SALES
12. For the reasons set forth below, the Fiduciary recommends that the Court reject
the following provisional auction sales:
a. Lot 17; 8.65 acres (404-23-010) for $38,925 to Willie Jessop;
b. Lot 18; 1.61 acres (404-21-046) for $5,000 to Willie Jessop;
c. Lot 22; 1.72 acres (404-31-023) for $40,000 to Daniel Dutson;
d. Lot 24; 2.66 acres (404-33-048) for $9,000 to Willie Jessop;
e. Lot 25; 1.22 acres (404-33-049) for $4,000 to Allen Zitting;
f. Lot 26; 1.3 acres (404-33-028) for $7,000 to Willie Jessop;
g. Lot 29; 1.69 acres (404-31-071) for $13,000 to Richard Holm;
h. Lot 30; 2.72 acres (404-33-046) for $8,000 to Samuel Zitting; and
i. Lot 32; 6.33 acres (404-33-043) for $26,000 to Willie Jessop.
13. The aggregate highest bid price for the parcels provisionally sold in the above Lot
Sales was just under 23% of the aggregate assessed value of those parcels. All but one of the
high bids offered for these parcels were well under 50% of the Countys assessed value. The
Fiduciary believes that among the several possible reasons for the lower bids for these parcels
are the following: (1) too many parcels were sold at one time with a limited amount of capital
available to the discreet bidding public in attendance [Note: the last parcels auctioned received
relatively much lower bid prices than the earlier parcels sold]; and (2) several of the parcels
would be of interest only to a limited number of potential buyers, removing the likely efficacy of
an auction to obtain a fair sales price.


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14. In addition to his recommendation to reject the provisional sales obtained at the
Auction, Fiduciary suggests that the high bidders on each of the Lot sales identified in paragraph
12 above, be contacted and invited to take a second opportunity to purchase the Lot for which the
high bid was made, by submitting to the Fiduciary a written revised firm bid equal to no less than
65% of the assessed value. If such revised bid is received by the Fiduciary within fifteen days
following the invitation from the Fiduciary, then the bid would be accepted and be considered as
approved by the Court, and the parcel sold at the revised amount to the successful second-
opportunity high bidder.
15. Although the Fiduciary intends to close on each of the approved sales within two
weeks of the Courts approval, the Fiduciary acknowledges that there may be factual issues
concerning one or more Lots that are currently unknown to Fiduciary, and that if discovered may
persuade the Fiduciary to recommend against closing. Accordingly, in the event that, prior to the
anticipated closing of the sale of the provisional auction sales, the Fiduciary discovers facts that
persuade the Fiduciary that any particular Lot is worth substantially more than the assessed or
appraised value and that the Trust would be significantly and unreasonably harmed by the
closing the sale, the Fiduciary requests it be allowed to cancel the closing and return to the Court
for approval of an alternative sale or marketing process.
WHEREFORE, the Fiduciary requests that the Court (1) approve the Report of the
Auction; (2) approve the provisional auction sales of Lots identified in paragraph 8 above; (3)
reject the provisional auction sales of Lots identified in paragraph 12 above; (4) provide the high
bidder of the rejected auction sales with a second chance to rebid and purchase said Lots in
accordance with the Fiduciarys suggestions stated in paragraph 10 above; and (5) order that if
the Fiduciary discovers facts prior to closing that persuade Fiduciary that any particular Lot is
worth substantially more than the assessed or appraised value and that UEP would be


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significantly and unreasonably harmed by the closing the sale, allow Fiduciary to cancel the
provisional auction sale of the subject Lot(s) and renegotiate or market the same.

Dated this 11
th
day of July, 2014.







CALLISTER NEBEKER & McCULLOUGH



/s/ Jeffrey L. Shields
Jeffrey L. Shields
Attorneys for the Special Fiduciary



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CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing MEMORANDUM IN
SUPPORT OF FIDUCIARYS MOTION TO APPROVE SALES OF REAL PROPERTY
was served via the Courts electronic filing notification system to e-filers as indicated on the
Court Service List Report and via United States Mail, first class postage prepaid, as indicated
below, on this 11
th
day of July, 2014.
Sandra R. Kane
Brad Kevin Keogh
Arizona Attorney Generals Office
1275 West Washington Street
Phoenix, AZ 85007
Daniel Dutson
700 West Stetson
Hildale, UT 84784
(801) 557-7530
dan@tuftransport.com

Richard Holm
211 East 2
nd
Avenue
Culbertson, MT 59218
(435) 212-3747
rholm@hi-speed.us

Willie Jessop
455 Jessop Avenue
Hildale, UT 84784
(435) 874-1060
rw.willie@gmail.com

SLI Ventures, LLC/Shelley Robertson
1465 Trailcrest Court
Draper, UT 84020

David Stubbs
320 North Jessop Avenue
Hildale, UT 84784

Susan Williams
1065 Hemlock Circle
St. George, UT 84790
(435) 229-4643 or (435) 229-5775
Allen Zitting
1675 Berry Knoll Blvd.
Colorado City, AZ 86021
PO Box 3414
Centennial Park, AZ 86021
(435) 705-0955

Benjamin Zitting
19475 East 752 Rd
Humansville, MO 65674
PO Box 1063
Stockton, MO 65785
(417) 276-1632
bencobiz@yahoo.com

Samuel Zitting
256 West 100 South
Hurricane, UT 84737
(435) 691-4068
sam.zbc@cpaz.net


/s/ Nancy Jo Potter