The Governing Board of the Municipal Building Authority of Iron County, Utah (the "Board"), met in special public session at the County Courthouse in Parowan, Utah, on February 24, 1997, at the hour of 10:45 a.m., with the following members of the Board being present:

Thomas B. Cardon Chair

Dennis Stowell Member

Roy P. Urie Member

Also present:

David Yardley Secretary

Karla Staheli Asst. County Attorney

After the meeting had been duly called to order and after other matters not pertinent to this resolution had been discussed, the Secretary presented to the Board a Certificate of Compliance with Open Meeting Law with respect to this February 24, 1997 meeting, a copy of which is attached hereto as Exhibit "A".

The following resolution was then introduced in writing, was fully discussed, and pursuant to motion duly made by Roy P. Urie and seconded by Dennis E. Stowell adopted by the following vote:

YEA: All

NAY: None

The resolution was then signed by the Chair in open meeting and recorded by the Secretary in the official records of the Municipal Building Authority of Iron County, Utah. The resolution is as follows:

A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT MORE THAN $1,500,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE REVENUE BONDS, SERIES 1997, OF THE MUNICIPAL BUILDING AUTHORITY OF IRON COUNTY, UTAH; FIXING THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF THE BONDS, THE MAXIMUM NUMBER OF YEARS OVER WHICH THE BONDS MAY MATURE, THE MAXIMUM INTEREST RATE WHICH THE BONDS MAY BEAR, AND THE MAXIMUM DISCOUNT FROM PAR AT WHICH THE BONDS MAY BE SOLD; PROVIDING FOR THE PUBLICATION OF A NOTICE OF BONDS TO BE ISSUED; PROVIDING FOR THE RUNNING OF A CONTEST PERIOD; AND RELATED MATTERS.

WHEREAS, pursuant to the provisions of the Utah Municipal Building Authority Act, Title 17A, Chapter 3, Part 9, Utah Code Annotated 1953, as amended (the "Act"), the Governing Board (the "Board") of the Municipal Building Authority of Iron County, Utah (the "Issuer"), has authority to issue its lease revenue bonds (the "Bonds") for the purpose of financing certain municipal improvements for and on behalf of Iron County, Utah (the "County"); and

WHEREAS, the Act provides for the publication of a Notice of Bonds to be Issued, and the Issuer desires to publish such a notice at this time in compliance with the Act with respect to the Bonds;

NOW, THEREFORE, it is hereby resolved by the Governing Board of the Municipal Building Authority of Iron County, Utah, as follows:

Section 1.  The Governing Board of the Issuer hereby finds and determines that it is in the best interests of the Issuer and its residents for the Issuer to issue not more than $1,500,000 aggregate principal amount of its Lease Revenue Bonds, Series 1997 (the "Bonds"), to bear interest at a rate not to exceed three percent (3.0%) per annum, to mature in not more than twenty (20) years from its first principal payment date, and to be sold at a price not less than one hundred percent (100%) of the total principal amount thereof for the purpose of partially financing construction of a building to be used as a Visitors Center/State and County administrative office complex located adjacent to Iron Mission Park and other related improvements, all pursuant to this Resolution, a resolution and Master Resolution to be adopted and approved by the Board authorizing and confirming the issuance and sale of the Bonds in substantially the forms attached hereto as Exhibit "B" (herein referred to as the "Final Bond Resolution"), and the Issuer hereby declares its intention to issue the Bonds according to the provisions of this Resolution and the Final Bond Resolution, when adopted, and to sell the Bonds to the State of Utah Permanent Community Impact Fund Board.

Section 2.  The Issuer hereby authorizes and approves the issuance and sale of the Bonds to the State of Utah Permanent Community Impact Fund Board upon terms and conditions to be approved by the Issuer at a subsequent meeting, provided the terms of the Bonds fall within the parameters set forth in Section 1.

Section 3.  In accordance with the provisions of the Act, the Secretary shall cause the following "Notice of Bonds to be Issued" to be published one (1) time in the Spectrum, a newspaper of general circulation in the Issuer, and shall cause a copy of this Resolution (together with all exhibits hereto) to be kept on file in his/her office in Parowan, Utah, for public examination during the regular business hours of the Governing Board at least thirty (30) days from and after the date of publication thereof. The "Notice of Bonds to be Issued" shall be in substantially the following form:

NOTICE IS HEREBY GIVEN pursuant to the provisions of the Utah Municipal Building Authority Act, Title 17A, Chapter 3, Part 9, Utah Code Annotated 1953, as amended, that on February 24, 1997, the Governing Board (the "Board") of the Municipal Building Authority of Iron County, Utah (the "Issuer") adopted a parameters resolution (the "Parameters Resolution") in which it authorized the issuance by the Issuer of its Lease Revenue Bonds, Series 1997 (the "Bonds") in the aggregate principal amount of not to exceed One Million Five Hundred Thousand Dollars ($1,500,000), to bear interest at a rate of not more than three percent (3.0%) per annum, to mature in not more than twenty (20) years, and to be sold at a price not less than one hundred percent (100%) of the total principal amount thereof.

The Bonds, pursuant to the Parameters Resolution and an authorizing Resolution (collectively, the "Resolution") to be adopted authorizing and confirming the sale of the Bonds are being issued for the purpose of (i) financing the construction of a building to be used as a Visitors Center/the State of Utah and Iron County, Utah administrative office complex located adjacent to Iron Mission Park and other related improvements; and (ii) paying issuance expenses to be incurred in connection with the issuance and sale of the Bonds.

The Bonds are to be issued and sold by the Issuer to the Utah Permanent Community Impact Fund Board pursuant to the Resolution, including as part of said Resolution a Master Resolution to be adopted by the Issuer in such form and with such changes thereto as shall be approved by the Issuer upon the adoption thereof; provided that the principal amount, interest rate or rates, maturity and discount of the Bonds will not exceed the maximums set forth above.

A copy of the Resolution and the Master Resolution are on file in the office of the Secretary of the Municipal Building Authority of Iron County, Utah in the County offices in Parowan, Utah, where they may be examined during regular business hours of the Secretary from 8:00 a.m. to 5:00 p.m. for a period of at least thirty (30) days from and after the date of publication of this notice.

NOTICE IS FURTHER GIVEN that a period of thirty (30) days from and after the date of the publication of this notice is provided by law during which any person in interest shall have the right to contest the legality of the Resolution or the Bonds, or any provision made for the security and payment of the Bonds, and that after such time, no one shall have any cause of action to contest the regularity, formality or legality thereof for any cause whatsoever.

DATED this 24th day of February, 1997.

/s/ David Yardley

Secretary

Section 4.  All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed and this Resolution shall be in full force and effect immediately upon its approval and adoption.

APPROVED AND ADOPTED this 24th day of February, 1997.

/s/ Thomas B. Cardon

Chair

ATTEST AND COUNTERSIGN:

/s/ David I. Yardley

Secretary

( S E A L )

Upon the conclusion of all business on the Agenda, the meeting was adjourned.

/s/ Thomas B. Cardon

Chair

ATTEST AND COUNTERSIGN:

/s/ David I. Yardley

Secretary

( S E A L )

I, David Yardley, the undersigned Secretary of the Municipal Building Authority of Iron County, Utah (the "Issuer"), do hereby certify, according to the records of the Issuer in my official possession, and upon my own knowledge and belief, that in accordance with the requirements of Section 52-4-6(2), Utah Code Annotated 1953, as amended, I gave not less than twenty-four (24) hours public notice of the agenda, date, time and place of the February 24, 1997 public meeting held by the Issuer as follows:

(a) By causing a Notice, in the form attached hereto as Schedule "1", to be posted at the Issuer's principal offices on February  21, 1997, at least twenty-four (24) hours prior to the convening of the meeting, said Notice having continuously remained so posted and available for public inspection until the completion of the meeting; and

(b) By causing a copy of such Notice, in the form attached hereto as Schedule "1", to be delivered to the Spectrum on February 21, 1997, at least twenty-four (24) hours prior to the convening of the meeting.

IN WITNESS WHEREOF, I have hereunto subscribed my official signature this 24th day of February, 1997.

____________________________________

Secretary

( S E A L )