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• RESOLUTION OF THE CITY COUNCIL <br />OF CHARLOTTESVILLE, VIRGINIA <br />WHEREAS, the District Home Board for Albemarle, Alleghany, Augusta, Bath and <br />Rockbridge Counties and the Cities of Charlottesville, Covington, Lexington and Waynesboro <br />(the "District Home Board') and the Counties of Albemarle, Alleghany, Augusta, Bath and <br />Rockbridge and the Cities of Charlottesville, Covington, Lexington and Waynesboro, Virginia <br />(collectively the "Jurisdictions" and each singularly referred to as a "Jurisdiction") own the <br />District Home located at 1400 District Home Drive, Waynesboro, Virginia (the "District <br />Home'); and <br />WHEREAS, on or about February 15, 1996 the Board engaged the law firm of Crews & <br />Hancock, P.L.C. and its subcontractors, Goodman & Company, L.L.P., Mary Childs, RN, CRRN <br />and Sybil Parker, RN, BSN (collectively, the "Consulting Team') to study the District Home's <br />operations and make recommendations regarding alternatives for nursing home and adult care <br />residence organization and operation, enhancing financial performance, and enhancing the <br />overall quality of resident care services; and <br />WHEREAS, in April of 1996 the Consulting Team submitted its operational study of the <br />• Home for the Board's consideration which included, among other things, an analysis of various <br />options of privatization which identified the advantages and risks of privatization and took into <br />account the goals of the District Home Board; and <br />WHEREAS, the District Home has analyzed and considered the operational study <br />prepared by the Consulting Team and has determined that it is in the best interest of the District <br />Home, the Jurisdictions and the residents of the District Home to enter into one or a series of <br />transactions (the "Transactions") to accomplish the sale of certain assets under the supervision of <br />the District Home Board; <br />WHEREAS, the District Home Board has received a proposal from Smith/Packett Med. <br />Com. Inc. ("Smith/Packett"), a Virginia corporation and private provider of adult care resident <br />and nursing home services, to purchase certain tangible and intangible assets of the District <br />Home including, the goodwill of the District Home, ninety-one (91) licensed nursing facility <br />beds and forty (40) adult care residence licensed beds (to the extent transferable), and medical <br />records and patient lists (subject to all necessary governmental and patient approvals), to relocate <br />such assets and the Home operations from its current site to one or more facilities owned and <br />operated by Smith/Packett; and <br />WHEREAS, the District Home Board and the Jurisdictions believe it is in the best <br />interest of the District Home and this Jurisdiction to execute an Asset Purchase Agreement in <br />form and substance as those presented at this meeting (the "Transaction Document's to <br />• consummate the sale of certain assets to Smith/Packett; and <br />