DURHAM, Justice:
Thorup Brothers Construction, Inc., asks us to review an order of the Auditing Division of the Utah State Tax Commission assessing $26,328.30 in additional sales tax plus interest. We reverse.
In 1987, the Catholic Diocese of Salt Lake City contracted with Thorup Brothers Construction, Inc. (Thorup), to construct an addition to Judge Memorial Catholic High School, a tax-exempt entity under Utah Code Ann. § 59-12-104(8) (Supp.1993), which is owned and operated by the Diocese. (The Diocese and Judge Memorial will be referred to collectively as Judge Memorial.) Thorup agreed to build an auditorium, a music room, and locker rooms. In return, Judge Memorial agreed to pay Thorup for its labor and purchased material costs plus sales tax. Judge Memorial specifically reserved the right to donate construction materials to the project1 and Thorup agreed to credit Judge Memorial for those materials. Consistent with this agreement, Judge Memorial issued purchase orders totalling $374,102 based on Thorup’s detailed materials lists.
To support the project, Judge Memorial also contracted with Scott, Louie & Browning Architects (Scott). Both Scott and Thorup entered into subcontracts. Scott also hired The Rhoads Company, Inc., to [326]*326conduct the ongoing inspection of the project’s masonry work. In addition, Judge Memorial hired E.W. Allen and James S. Bailey as structural engineers for the project. Finally, James Maher, a member of Judge Memorial’s Board of Financial Trustees and an engineer, volunteered to oversee the project, make periodic engineering calculations, and offer engineering suggestions concerning construction.
Throughout the construction process, vendors delivered the purchased materials to the construction site where the materials were then received, inspected, and stored. Either Judge Memorial, a contractor, or a subcontractor received the materials prior to use. The vendors sent invoices to Thor-up or the subcontractor for approval before sending them on to Judge Memorial, which then issued checks directly to the supplier. The costs for construction materials purchased directly by Judge Memorial with and without purchase orders totalled $422,-226, excluding sales tax. Thorup credited Judge Memorial for $447,581, the amount of actual material costs plus sales tax as included in Thorup’s contract bid. To protect its interest in these materials against the risk of loss, Judge Memorial obtained insurance in its name through Pacific Employers Insurance Company.2 Judge Memorial also obtained warranties on these materials which ran to it, and it retained and stored surplus materials for use in repairs and replacements on the building.
In 1989, the Auditing Division (the Division) of the Utah State Tax Commission (the Commission) audited-Thorup’s tax records and determined that Thorup should be assessed additional sales tax of $26,328.30 plus interest on materials purchased for the Judge Memorial capital improvement project. The Division concluded that under rule 865-19-58S,3 the sales tax was properly assessed to Thorup because it converted the purchased materials into real property and was therefore the ultimate consumer. Thorup filed a petition for redetermination in which it asserted that Judge Memorial was the direct purchaser of the materials and, as such, enjoyed tax-exempt status as the final consumer.
In 1991, the Commission held a hearing, and on March 10, 1992, it denied the petition for redetermination and affirmed the Division’s assessment based on its findings of fact and conclusions of law. In response to the Commission’s final decision, on April 9, 1992, Thorup filed a petition for a writ of review.
Thorup asserts that the Commission erred in determining that Thorup is liable for sales tax on personal property that Judge Memorial purchased directly. Thor-up contends that article XIII, section 2 of the Utah Constitution4 confers tax-exempt status on Judge Memorial. Thorup also argues that the constitution should not be abrogated by agency rules that impute ownership to Thorup as the ultimate consumer of the personal property. We thus consider whether the Commission properly identified Thorup as the final consumer of [327]*327construction materials that Judge Memorial purchased directly.5
Because Thorup challenges an agency adjudication, the Utah Administrative Procedures Act, Utah Code Ann. §§ 63-46b-l to -22 (UAPA), governs the court’s review of the Commission’s determinations. In this case, UAPA allows the court to grant Thorup relief if the court finds that the agency action is “contrary to a rule of the agency.” Utah Code Ann. § 63-46b-16(4)(h)(ii) (1989).6 The court will apply an intermediate-deference, reasonableness and rationality standard of review. See SEMECO Indus. v. State Tax Comm’n, 849 P.2d 1167, 1174 (Utah 1993) (Durham, J., dissenting).
Thorup challenges the Commission’s determination that because Thorup converted construction materials into real property, it is the ultimate consumer and subject to a sales tax on those materials. We will reverse the Commission’s determination if we find that it was not reasonable and rational. Union Pacific R.R. v. Auditing Div., 842 P.2d 876, 879 (Utah 1992). Applying that standard, we conclude that the Corn-mission erred.
Under its delegated authority, the Commission apparently promulgated rule 865-19-58S to interpret the scope of Utah Code Ann. § 59-12-103 and to set guidelines for imposing the sales tax.7 The Commission’s guidelines for defining “consumer” are found in rule 865-19-58S. Section A and subsection 1 of the rule subject real property contractors such as Thorup to sales tax when they purchase and own tangible personal property that they will convert to real property in the construction process. The guidelines further define the purchaser/contractor as the consumer of personal property converted into real property because “he is the last one to own it as personal property.” Utah Admin.R. 865-19-58S(A)(1) (1993). Thus, ownership is key in identifying the final consumer.
We hold that Thorup is not the final consumer under the Commission’s guidelines because it never purchased or owned the construction materials in question.8 [328]*328The record reveals that Judge Memorial assumed risks and responsibilities sufficient to establish ownership in connection with the materials in question.
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DURHAM, Justice:
Thorup Brothers Construction, Inc., asks us to review an order of the Auditing Division of the Utah State Tax Commission assessing $26,328.30 in additional sales tax plus interest. We reverse.
In 1987, the Catholic Diocese of Salt Lake City contracted with Thorup Brothers Construction, Inc. (Thorup), to construct an addition to Judge Memorial Catholic High School, a tax-exempt entity under Utah Code Ann. § 59-12-104(8) (Supp.1993), which is owned and operated by the Diocese. (The Diocese and Judge Memorial will be referred to collectively as Judge Memorial.) Thorup agreed to build an auditorium, a music room, and locker rooms. In return, Judge Memorial agreed to pay Thorup for its labor and purchased material costs plus sales tax. Judge Memorial specifically reserved the right to donate construction materials to the project1 and Thorup agreed to credit Judge Memorial for those materials. Consistent with this agreement, Judge Memorial issued purchase orders totalling $374,102 based on Thorup’s detailed materials lists.
To support the project, Judge Memorial also contracted with Scott, Louie & Browning Architects (Scott). Both Scott and Thorup entered into subcontracts. Scott also hired The Rhoads Company, Inc., to [326]*326conduct the ongoing inspection of the project’s masonry work. In addition, Judge Memorial hired E.W. Allen and James S. Bailey as structural engineers for the project. Finally, James Maher, a member of Judge Memorial’s Board of Financial Trustees and an engineer, volunteered to oversee the project, make periodic engineering calculations, and offer engineering suggestions concerning construction.
Throughout the construction process, vendors delivered the purchased materials to the construction site where the materials were then received, inspected, and stored. Either Judge Memorial, a contractor, or a subcontractor received the materials prior to use. The vendors sent invoices to Thor-up or the subcontractor for approval before sending them on to Judge Memorial, which then issued checks directly to the supplier. The costs for construction materials purchased directly by Judge Memorial with and without purchase orders totalled $422,-226, excluding sales tax. Thorup credited Judge Memorial for $447,581, the amount of actual material costs plus sales tax as included in Thorup’s contract bid. To protect its interest in these materials against the risk of loss, Judge Memorial obtained insurance in its name through Pacific Employers Insurance Company.2 Judge Memorial also obtained warranties on these materials which ran to it, and it retained and stored surplus materials for use in repairs and replacements on the building.
In 1989, the Auditing Division (the Division) of the Utah State Tax Commission (the Commission) audited-Thorup’s tax records and determined that Thorup should be assessed additional sales tax of $26,328.30 plus interest on materials purchased for the Judge Memorial capital improvement project. The Division concluded that under rule 865-19-58S,3 the sales tax was properly assessed to Thorup because it converted the purchased materials into real property and was therefore the ultimate consumer. Thorup filed a petition for redetermination in which it asserted that Judge Memorial was the direct purchaser of the materials and, as such, enjoyed tax-exempt status as the final consumer.
In 1991, the Commission held a hearing, and on March 10, 1992, it denied the petition for redetermination and affirmed the Division’s assessment based on its findings of fact and conclusions of law. In response to the Commission’s final decision, on April 9, 1992, Thorup filed a petition for a writ of review.
Thorup asserts that the Commission erred in determining that Thorup is liable for sales tax on personal property that Judge Memorial purchased directly. Thor-up contends that article XIII, section 2 of the Utah Constitution4 confers tax-exempt status on Judge Memorial. Thorup also argues that the constitution should not be abrogated by agency rules that impute ownership to Thorup as the ultimate consumer of the personal property. We thus consider whether the Commission properly identified Thorup as the final consumer of [327]*327construction materials that Judge Memorial purchased directly.5
Because Thorup challenges an agency adjudication, the Utah Administrative Procedures Act, Utah Code Ann. §§ 63-46b-l to -22 (UAPA), governs the court’s review of the Commission’s determinations. In this case, UAPA allows the court to grant Thorup relief if the court finds that the agency action is “contrary to a rule of the agency.” Utah Code Ann. § 63-46b-16(4)(h)(ii) (1989).6 The court will apply an intermediate-deference, reasonableness and rationality standard of review. See SEMECO Indus. v. State Tax Comm’n, 849 P.2d 1167, 1174 (Utah 1993) (Durham, J., dissenting).
Thorup challenges the Commission’s determination that because Thorup converted construction materials into real property, it is the ultimate consumer and subject to a sales tax on those materials. We will reverse the Commission’s determination if we find that it was not reasonable and rational. Union Pacific R.R. v. Auditing Div., 842 P.2d 876, 879 (Utah 1992). Applying that standard, we conclude that the Corn-mission erred.
Under its delegated authority, the Commission apparently promulgated rule 865-19-58S to interpret the scope of Utah Code Ann. § 59-12-103 and to set guidelines for imposing the sales tax.7 The Commission’s guidelines for defining “consumer” are found in rule 865-19-58S. Section A and subsection 1 of the rule subject real property contractors such as Thorup to sales tax when they purchase and own tangible personal property that they will convert to real property in the construction process. The guidelines further define the purchaser/contractor as the consumer of personal property converted into real property because “he is the last one to own it as personal property.” Utah Admin.R. 865-19-58S(A)(1) (1993). Thus, ownership is key in identifying the final consumer.
We hold that Thorup is not the final consumer under the Commission’s guidelines because it never purchased or owned the construction materials in question.8 [328]*328The record reveals that Judge Memorial assumed risks and responsibilities sufficient to establish ownership in connection with the materials in question. The Commission’s own criteria for identifying an exempt sale establish that Judge Memorial was the actual and constructive purchaser because it (1) directly issued purchase orders for materials, (2) issued checks for materials directly to vendors, (3) took title in its own name, (4) inspected and stored the materials on its own property, (5) insured those materials, (6) assured that associated warranties ran to itself, (7) exercised direct supervision, and (8) explicitly reserved in its contract with Thorup the right to purchase and donate any materials to the project that it chose. Thus, Judge Memorial not only took legal title to the materials with the associated right to their use, enjoyment, and control, but it also assumed the burden of risk. For example, had the materials been lost in a fire or had the project ended before completion, then Judge Memorial presumably would have been required to absorb the related costs.9 Thorup would have lost nothing for its work completed to that point.10
We are not persuaded by the Commission’s contention that Utah law defines a contractor who converts tangible personal property into real property as the ultimate consumer for sales tax purposes. The Commission reasons that when a third party such as Thorup converts or “consumes” the property in the construction process, tax liability is warranted “because [contractors] are the last persons in the chain to deal with such products before incorporation into a separate entity and before such products lost their identity as such.” Utah Concrete Prods. Corp. v. State Tax Comm’n, 101 Utah 513, 125 P.2d 408, 411 (1942). According to the Commission, our case law focuses not on the identity of the purchaser, but on the identity of the consumer or user of the tangible personal property. Supporting its argument, the Commission cites another case in which this court stated, “The crux of the issue ... is whether the contractor is considered the ultimate consumer when the items purchased will be converted from personal property into real property.” Tummurru Trades, Inc. v. State Tax Comm’n, 802 P.2d 715, 718 (Utah 1990).
This reasoning, however, is deficient. Contrary to the Commission’s proposition, both of the above-quoted cases relied first on identifying the purchaser/owner and then on determining whether that purchaser also consumed the materials. In other words, those cases employ a two-step analysis. In the quoted authorities, the first step of the process was already complete, i.e., the contractors were admittedly the owners and purchasers, and all that remained was identification of the ultimate consumer. In the instant case, however, it is the tax-exempt entity that directly purchased and owned the materials subsequently converted by the contractor to real property improvements, a situation not contemplated by the cases upon which the Commission relies. For instance, in Utah Concrete Products, this court held that sales of a manufacturer’s concrete products to contractors were subject to sales tax even though the contractors used those materials in public highway construction. 125 P.2d at 411. In Tummurru, the issue concerned whether a contractor was liable for sales tax on items he purchased for resale and subsequently shipped out of [329]*329state for use in construction. 802 P.2d at 718. This court stated that sales tax is due on any “resale” property actually consumed by the purchaser. Id. at 719. Olson Construction Co. v. State Tax Commission, 361 P.2d 1112 (Utah 1961), involved a subcontractor’s claim that materials sold to prime contractors of the United States government should be tax free. We held that they were not. Id. at 1112-13.
No authority has been cited that persuades us that a contractor such as Thorup is liable for sales taxes on property that it in no way purchased or owned. To the contrary, the cases upon which the Commission relies comport with its own guidelines because they only reach the question of whether the contractor is the ultimate consumer if the contractor is also the purchaser and owner of tangible personal property converted to real property.
Because rule 865-19-58S establishes guidelines for circumstances arising when the contractor purchases and owns the materials, we conclude that a contractor who has not purchased the materials cannot be the ultimate consumer. Holding otherwise would allow the Commission to impose sales tax on any party who physically converts personal property purchased by another into real property. For instance, if Judge Memorial wanted to retain a contractor’s services to build capital improvements entirely from donated materials, it would be unreasonable under the existing guidelines to tax the contractor merely because it handled the materials.
We hold that Thorup is not subject to sales tax because, as a matter of law, Judge Memorial was the last owner and the final consumer of the tangible personal property used in the construction of the school’s capital improvements. We reverse the Commission’s assessment to Thorup of additional sales tax in the amount of $26,-328.30.
HALL, C.J., and ZIMMERMAN, J., concur.