RESOLUTION AUTHORIZING THE SCHOOL BOARD OF

FAUQUIER COUNTY, VIRGINIA, TO ENTER INTO A

LEASE/PURCHASE FINANCING FOR THE ACQUISITION,
INSTALLATION AND EQUIPPING OF CERTAIN ENERGY
SAVINGS EQUIPMENT IN THE MAXIMUM PRINCIPAL
AMOUNT OF $[12,000,000], APPROVING THE FORM OF A
LEASE AGREEMENT AND AUTHORIZING THE
EXECUTION AND DELIVERY OF THE SAME

WHEREAS, the School Board (the “School Board”) of Fauquier County, Virginia (the
“County”), desires to provide for a plan of lease/purchase financing for the acquisition,
installation and equipping of certain energy savings equipment (the “Equipment”) for the benefit
of the County’s school system;

WHEREAS, the School Board’s administration, in collaboration with PFM Financial

Advisors, LLC, the School Board’s financial advisor (the “Financial Advisor”), has solicited
proposals from commercial banks, financial institutions and leasing entities to provide for the
School Board to undertake a lease/purchase financing in the maximum principal amount of
$[12,000,000] related to the Equipment;

WHEREAS, the School Board’s administration, in consultation with the Financial

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Advisor, has recommended that the School Board accept the proposal of Banc of America Public
Capital Corp (the “Lessor”) and enter into a anMaster Equipment Lease/Purchase Agreement and
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a related Schedule of Property (collectively, the “Lease Agreement”) with the Lessor; and

WHEREAS, there has been presented to this meeting a draft of the Lease Agreement;
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BE IT RESOLVED BY THE SCHOOL BOARD OF FAUQUIER COUNTY,

VIRGINIA:

1. The School Board hereby (a) determines that it is in the best interests of the
School Board and the County’s school system to proceed with the lease/purchase financing of
the Equipment and (b) authorizes the acquisition, installation and equipping of the Equipment
through the execution of the Lease Agreement with the Lessor in accordance with the proposal
of the Lessor dated December 11, 2018 (attached hereto as Exhibit A), and this Resolution.

2. The Superintendent of Fauquier County Public Schools (the “Superintendent”) is

authorized to negotiate with the Lessor and to accept such pricing terms as the Superintendent
shall determine to be in the best interests of the School Board; provided, however, that (a) the
aggregate amount of principal components of basic rent (the “Basic Rent”) to be advanced under
the Lease Agreement shall not exceed $[12,000,000], (b) the final principal component of Basic
Rent under the Lease Agreement shall be due and payable no later than December 31, 2035, and
(c) the interest components of Basic Rent payable under the Lease Agreement shall bear interest
at an annual rate not to exceed [4.250]% (exclusive of any rate lock premium and interest
penalties and subject to adjustment as set forth in the Lease Agreement). The Superintendent is
further authorized to determine the payment dates and installment amounts of Basic Rent
(comprising both principal and interest components) due under the Lease Agreement and the
provisions relating to any prepayment of such Basic Rent (including any make-whole
prepayment price). Following the execution of the Lease Agreement, the Superintendent shall
file a copy thereof with the School Board for its records.

3. The Chairman and the Vice Chairman of the School Board and the Superintendent
(each of whom shall be referred to herein as an “Authorized School Representative”), any of
whom may act, are authorized to execute the Lease Agreement substantially in the form
presented to this meeting, which is hereby approved, with such completions, omissions,
insertions and changes not inconsistent with this Resolution, as may be approved by such
Authorized School Representative. The execution by an Authorized School Representative of
the Lease Agreement and the delivery thereof to the Lessor shall constitute conclusive evidence
of such Authorized School Representative’s approval of the final form of the Lease Agreement
and any related completions, omissions, insertions and changes. The officers of the School
Board are authorized and directed to execute and deliver all certificates and instruments,
including any project escrow agreement or restricted account agreement, and to take all actions
necessary or desirable in connection with the execution and delivery of the Lease Agreement.

4. The School Board hereby authorizes the Lessor to hold a security interest in the
Equipment acquired with proceeds of the Lease Agreement as security for the prompt payment
when due of amounts payable and the performance by the School Board of its obligations under
the Lease Agreement. T
5. The School Board determines that the acquisition, installation, equipping and
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continuing use of the Equipment and the financing of the same through the Lease Agreement are
necessary and proper to the efficient operation of the school system and will continue to be
necessary and proper through the final payment date under the Lease Agreement.
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6. The undertaking by the School Board to make payments under the Lease
Agreement shall be a limited obligation payable solely from funds to be appropriated from time
to time by the School Board for such purpose and shall not constitute a debt of the School Board
or the County within the meaning of any constitutional or statutory limitation or a pledge of the
faith and credit of the School Board beyond any fiscal year for which the School Board has
appropriated funds for such purpose. The School Board has no taxing power.

7. The School Board believes that funds sufficient to make payment of all amounts
payable under the Lease Agreement can be obtained. While recognizing that it is not empowered
to make any binding commitment to make such payments beyond the current fiscal year, the
School Board states its intent to make annual appropriations for future fiscal years in amounts
sufficient to make all such payments and recommends that future boards do likewise during the
term of the Lease Agreement. The School Board directs the Superintendent, or such other
officer as may be charged with the responsibility for preparing the School Board’s annual
budget, to include in the budget for each fiscal year during the term of the Lease Agreement an
amount sufficient to make all payments of Basic Rent and other amounts payable thereunder
during such fiscal year.

8. The School Board covenants that it will not take or omit to take any action the
taking or omission of which will cause the Lease Agreement to be an “arbitrage bond” within the

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meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and regulations
issued pursuant thereto (collectively, the “Code”), or otherwise cause interest on the proceeds
under the Lease Agreement to be includable in the gross income of the registered owner thereof
under current statutes. Without limiting the generality of the foregoing, the School Board shall
comply with any provision of law that may require the School Board at any time to rebate to the
United States any part of the earnings derived from the investment of the gross proceeds under
the Lease Agreement, unless the School Board receives an opinion of nationally recognized bond
counsel that such compliance is not required to prevent the interest components of Basic Rent
due under the Lease Agreement from being includable in the gross income for federal income tax
purposes of the registered owner thereof under existing law. The School Board shall pay any
such required rebate from its legally available funds.

9. The Authorized School Representatives and such other officers of the School
Board and the school system as may be requested by the School Board’s special tax counsel are
authorized and directed to execute an appropriate certificate setting forth (a) the expected use and
investment of the proceeds of the Lease Agreement to show that such expected use and
investment will not violate the provisions of Section 148 of the Code and (b) any elections such
officers deem desirable regarding rebate of earnings to the United States for purposes of
complying with Section 148 of the Code. Such certificate shall be prepared in consultation with
the School Board’s special tax counsel, and such elections shall be made after consultation with
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10. The School Board covenants that during the term of the Lease Agreement it shall
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not permit the proceeds of the Lease Agreement or the Equipment to be used in any manner that
would result in (a) 5% or more of such proceeds or the Equipment being used in a trade or
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business carried on by any person other than a governmental unit, as provided in Section 141(b)
of the Code, or (b) 5% or more of such proceeds being used directly or indirectly to make or
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finance loans to any persons other than a governmental unit, as provided in Section 141(c) of the
Code; provided, however, that if the School Board receives an opinion of a nationally recognized
bond counsel firm that any such covenants need not be complied with to prevent the interest
components of basic rent from being includable in the gross income for federal income tax
purposes of the Lessor under existing law, the School Board need not comply with such
covenants.

11. All other actions of the School Board in conformity with the purposes and intent
of this Resolution and in furtherance of entering into the Lease Agreement and financing the
acquisition, installation and equipping of the Equipment are approved and confirmed.

12. All resolutions or parts of resolutions in conflict herewith are repealed.

13. This Resolution shall take effect immediately.

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 Exhibit A

Proposal of Bank of America Public Capital Corp

[To be Attached]

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099900.14463 EMF_US 71928441v3