RESOLUTION NO.

_________

A RESOLUTION AUTHORIZING THE ADMINISTRATOR

FOR THE DEPARTMENT OF ECONOMIC AND COMMUNITY
DEVELOPMENT TO ENTER INTO AN AGREEMENT WITH
CHAT-TN, LLC (THE CHATT INN), FOR NON-
CONGREGATE COVID-19 RELATED HOUSING FOR UP TO
ONE HUNDRED (100) HOUSEHOLDS CURRENTLY
EXPERIENCING HOMELESSNESS, FOR A NINETY (90) DAY
PERIOD BEGINNING MARCH 13, 2021, AND ENDING JUNE
12, 2021, WITH AN OPTION TO EXTEND THE AGREEMENT,
IF FUNDS ARE NOT EXPENDED, FOR AN ADDITIONAL
NINETY (90) DAY PERIOD, FOR A FEMA REIMBURSABLE
AMOUNT NOT TO EXCEED THREE HUNDRED FORTY-ONE
THOUSAND TWO HUNDRED FIFTY DOLLARS
($341,250.00).
______________________________________________________

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHATTANOOGA,

TENNESSEE, That it is hereby authorizing the Administrator for the Department of Economic and

Community Development to enter into an agreement with Chat-TN, LLC (The Chatt Inn), for non-

congregate COVID-19 related housing for up to one hundred (100) households currently

experiencing homelessness, for a ninety (90) day period beginning March 13, 2021, and ending

June 12, 2021, with an option to extend the agreement, if funds are not expended, for an additional

ninety (90) day period, for a FEMA reimbursable amount not to exceed $341,250.00.

ADOPTED:___________________________, 2021

/mem

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 HOTEL FACILITY SHELTER SERVICES
AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into by and between CHAT-
TN, LLC located at 2000 E. 23rd Street, Chattanooga, TN 37404 (the “Hotel Owner”) and the CITY
OF CHATTANOOGA, a Tennessee municipal corporation, acting by and through its
Department of Economic and Community Development, located at 101 E. 11th Street, Chattanooga,
Tennessee 37402 (the “City”). The Hotel Owner and the City are sometimes hereinafter referred
to collectively as the “Parties”.

WHEREAS, the Hotel Owner owns and operates The Chatt Inn located at 2000 E. 23rd
Street, Chattanooga, TN 37404 (the “Hotel”) and

WHEREAS, the City is seeking to immediately rent, use and occupy public spaces and
units in the Hotel; and

WHEREAS, the Parties acknowledge and agree that the Hotel is not designed as a medical
or treatment facility and will be utilized by the City on “as is” basis without any additional upgrades
or renovations.

NOW, THEREFORE in consideration of the mutual covenants and agreements contained

in this Agreement, the receipt and sufficiency of which the parties hereby acknowledge, the Parties
agree to the following terms and conditions:

1. Scope. The Hotel Owner will provide the services (“Services”) as set forth inExhibit
A which is attached hereto and incorporated herein by reference. In addition to the terms and
conditions contained herein, the Services shall be governed by the City of Chattanooga Purchase
Order Standard Terms and Conditions (Revised 07/18/2018) (“City Terms and Conditions”) which
are attached hereto as an Addendum and incorporated herein by reference. In the event of a conflict
between the terms and conditions herein and the City Terms and Conditions, the City Terms and
Conditions shall control.

2. Term and Extension. This Agreement shall commence on March 13, 2021 (the
“Effective Date”) and shall terminate ninety (90) days from the Effective Date, which shall be no
later than June 12, 2021 (the “Initial Term”). The Parties acknowledge that this Agreement will be
submitted to the Chattanooga City Council for ratification after the Effective Date, but shall be
binding and effective upon the Effective Date. In the event the City wishes to extend the Initial
Term, it may do so for up to a maximum period of ninety (90) days by providing written notice as
required in the “Notice” section of this Agreement (the “Extension Notice”). The Extension Notice
will be provided at least five (5) days prior to the expiration of the Initial Term. The Initial Term
and any extension are known as the Term of this Agreement. The Hotel Owner reserves the right
to request to amend any terms and conditions of this Agreement prior to agreeing to an extension
of the Initial Term. In the event the City agrees to the requested amendment(s), such amendment(s)
shall be memorialized in a written document executed by both Parties. Any further extension of the
Term shall be subject to the mutual agreement of the Parties.

3. Payment for Use of Hotel and Services. The City shall compensate the Hotel Owner

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at the rates set forth in Exhibit B, which is attached hereto and incorporated herein by
reference, for the Term of this Agreement (“Occupied Room Charge Rate”). Payment shall be made
to the Hotel Owner in regular payments every two (2) weeks until termination of this Agreement.
The amount of each payment shall be calculated by the total number of rooms occupied by guests
of the City at the Hotels each night multiplied by the quoted nightly rate. No charges that an
occupant might incur besides the charges included in the Hotel Owner’s bid may be included in the
rates charged to the City.

4. Hotel Amenities and Services. The Hotel Owner shall ensure that each unit is
equipped with a mini-fridge, bed, shower/bath, toilet, television, and a separate
heating/ventilation/air conditioning (PTAC) system. In the event that any of these items are not
operational, the Hotel Owner will make every effort to repair or replace the item(s) in the normal
course of business. Public spaces, such as lobby, meeting room and public restroom, and private
spaces, such as pool, fitness center, and laundry room shall also be made available to Hotel
occupants as well as room cleaningservices. All back of house areas (i.e. areas on the premises of
the Hotel in which only staff are allowed) shall not be made available to Hotel occupants. Except
for amenities/services expressly stated in this Agreement or that otherwise receive the prior written
approval of the City, the City shall not be liable for payment for any pay-per-view movies, alcohol,
tobacco, or any other amenities/services provided by the Hotel Owner to hotel occupants (the
“Restricted Amenities”). The City agrees to provide written notice to each Hotel occupant stating
that a Hotel occupant is personally financially obligated to pay for any consumption or use of the
Restricted Amenities by such Hotel occupant, and the City shall in no event pay for the
consumption or use of the Restricted Amenities. Non-payment of Restricted Amenities by a guest
is grounds for removal from the property as outlined in Section 6 of this Agreement.

5 Condition of Rooms. Conditions of the Hotel shall pass standards of the Hotel and
Public Swimming Pool Inspection Act as set forth in T.C.A. § 68-14-301 et seq. If upon inspection
these conditions do not meet these standards, Hotel Owner must remedy these conditions and
immediately move guests to another accommodation that meets healthy and safe conditions.

6 Removal of Guests. Guests being provided Services may be removed from the Hotel
only upon mutual agreement of the Hotel Owner and City. Repeated violation of the Hotel’s rules
and engaging in illegal activity are both grounds for removal. Hotel Owner shall contact
City’s point of contact prior to any removal of guests to gain approval.

7 Equal Treatment. Guests receiving Services under this agreement shall have equal
right and access to any accommodation, service, or rules normally applied to guests of the Hotel.
Hotel Owner may not treat guests receiving Services under this agreement in a manner different
than it would any other regular guest of the Hotel.

8 Access to Rooms. City staff shall be allowed access to guest rooms upon request
for inspection, communication with guests, and well-being checks.

9 Notice. Any notices, demands or other communication required or permitted hereunder

to be in writing shall be sent by certified mail, return receipt requested or by nationally recognized
overnight courier service to the following addresses:

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If to Hotel Owner: The Chatt Inn
Attn: Jeff McFarlane
2000 E. 23rd Street
Chattanooga, TN 37404

If to City: Department of Economic and Community Development

City of Chattanooga
101 E. 11th Street
Chattanooga, TN 37402

10 Indemnity and Insurance.

10 (a). Indemnity/Liability.

i. By City: Any liability of City to Hotel Owner for any claims, damages,
losses, or costs arising out of or related to acts performed by City under this
Agreement shall be governed the Tennessee Governmental Tort Liability Act,
T.C.A. § 29-20-101, et seq.

ii. By Hotel Owner: The Hotel Owner shall indemnify, defend and hold
harmless the City, its elected/appointed officials, employees, and agents
from any and all claims, demands, liabilities, losses, damages, fines, fees,
penalties, costs, expenses, suits, and actions, including attorneys’ fees and
court costs, connected therewith, brought against the City, its
elected/appointed officials, employees, and agents, arising as a result of:
(a) breach of the Hotel Owner’s representations, warranties,covenants, or
agreements under this Agreement; (b) the Hotel Owner’s violation or
breach of any federal, state, local, or common law, regulation, rule, or
order; (c) breach of the Hotel Owner’s confidentiality obligations,
including data security and privacy obligations; (d) any negligence, gross
negligence, or willful misconduct of the Hotel Owner, its officers,
directors, agents, or employees in connection with the performance of this
Agreement.

10 (b). Insurance.

i. City: The City is self-insured pursuant to T.C.A. § 29-20-403 (c).

ii. Hotel Owner: The Hotel Owner shall main insurance coverage as set forth
in Section 8 of the City Terms and Conditions, EXCEPT that for purposes
of this Agreement Hotel Owner shall maintain minimum coverage
amounts for commercial general liability as follows:

a. Commercial General Liability Insurance, with a limit of

$2,000,000 for each occurrence and $4,000,000 in the general
aggregate.

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 All other terms and conditions of Section 8 of the City Terms and Conditions shall remain
unchanged.

11 Termination.

11(a). Termination for Cause. If the Hotel Owner fails to fulfill its obligations
under this Agreement properly and on time, or otherwise violates any provision of thisAgreement,
the City shall have the right to terminate the Agreement upon written notice thereof and specifying
an effective date of termination of at least 72 hours after the date of notice. Hotel Owner will
have an opportunity to cure a breach and/or otherwise correct and/or improve its performance to the
City’s satisfaction within thirty (30) days after receiving notice. The Parties agree that they shall
make good faith efforts in the performance of this Agreement. The City shall not beobligated to pay
for any services rendered by the Hotel Owner after the effective date of termination pursuant to this
section. Notwithstanding the above, the Hotel Owner shall not be relieved of liability to City for
damages sustained by the City by virtue of any breach of this Agreement.

11(b). City Termination for Convenience. The City shall have the right to
terminate this Agreement in whole at any time during the Term of this Agreement, for any reason,
including without limitation, its own convenience, upon no less than five (5) days’ prior written
notice to the Hotel Owner. If this Agreement is so terminated and the Hotel Owner shall not
have been in default, the Hotel Owner will be compensated for all agreed upon amounts not
yet paid for, in accordance with the provisions of this Agreement.

11(c). Hotel Owner Termination for Convenience. Hotel Owner shall have the right
to terminate this Agreement in whole at any time during the Term of this Agreement, forany reason,
including without limitation, its own convenience, upon thirty (30) days’ prior writtennotice to the
City. Any amounts prepaid by the City to the Hotel Owner for expenses or services to be incurred
following the date of termination shall be immediately refunded to the City.

11(d). Effect of Termination. In the event of termination, whether for cause or for
convenience, the City agrees to pay Hotel Owner for Services that were provided up until the
effective date of the termination. Furthermore, in the event of termination, City agrees to
communicate with all Hotel occupants staying in the Hotels pursuant to this Agreement and will
coordinate the occupants’ exit from the premises of the Hotels prior to the effective date of
termination.

11(e). Appropriations. This Agreement is subject to the appropriation and

availability of City funds. In the event that the funds are unavailable, City reserves the right to
terminate this Agreement upon written notice to Hotel Owner. Said termination shall not be
deemed a breach of this Agreement by City. Upon receipt of the written notice, Hotel Owner shall
cease all work associated with this Agreement. Should such an event occur, Hotel Owner shall be
entitled to compensation for all satisfactory and authorized services completed as of the termination
date. Upon such termination, Hotel Owner shall have no right to recover from City any actual,
general, special, incidental, consequential, or any other damages whatsoever of any description or
amount.

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 12 Retention of Records and Audits.

The Hotel Owner shall comply with the Records Retention and Audit clause as set forth in Section
11 of the City Terms and Conditions.

13 Confidentiality.

Except as may be otherwise required by any applicable law or regulation, or as required by Hotel
Owner’s franchisors, after receiving the City’s prior written consent, the Hotel Owner agrees that
any confidential information received from the City or its personnel in the furtherance ofthis
Agreement shall remain strictly confidential and shall not be made available to any individual or
organization without the prior written approval of City or pursuant to applicable federal, state, or
local laws. The Hotel Owner shall comply with all applicable federal and state confidentiality
requirements regarding confidential information. As required under Tennessee law, the Hotel
Owner shall implement and maintain reasonable security procedures and practices that are
appropriate to the nature of the personal information disclosed to the Hotel Owner by the City or
other government agencies and which are reasonably designed to help protect the personal
information of the Hotel Owner’s guests from unauthorized access, use, modification, disclosure,
or destruction. The provisions of this section shall remain binding upon the Hotel Owner after the
expiration or earlier termination of this Agreement.

14 City Requirements.

14(a). Nondiscrimination.

The Hotel Owner shall operate under this Agreement so that no person otherwise qualified is denied
employment or other benefits on the grounds of race, color, religion, ancestry, national origin,
ethnicity, sex, age, disability, genetic information or other unlawful forms of discriminationexcept
where a particular occupation or position reasonably requires consideration of theseattributes as an
essential qualification for the position. The Hotel Owner shall post in conspicuousplaces, available
to employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.

The Hotel Owner shall not discriminate on the basis of race, gender, religion, national origin,
ethnicity, age, or disability in the solicitation, selection, hiring, or treatment of subcontractors,
vendors, suppliers, or commercial customers. The Hotel Owner shall provide equal opportunity for
subcontractors to participate in all of its public sector and private sector subcontracting
opportunities, provided that nothing contained in this clause shall prohibit or limit otherwise lawful
efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the
marketplace. The Hotel Owner understands that a violation of the City’s nondiscrimination policy
shall constitute a material breach of this Agreement and may result in contract termination,
debarment, and other sanctions.

14(b). Conflict of Interest. No elected official of the City, nor other officer,
employee or agent of the City who exercises any functions or responsibilities in connection with

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this Agreement, shall have any personal interest, direct or indirect, in this Agreement. By executing
this Agreement, the Hotel Owner asserts that it has not engaged in any practice or entered into
any past or ongoing agreement that would be considered a conflict of interest with this
Agreement. The Hotel Owner agrees to refrain from entering into all such practices or
agreements during the term of this Agreement (and any extensions thereto) that could give rise to
a conflict of interest. Furthermore, the Hotel Owner asserts that it has fully disclosed to the City
any and all practices and/or agreements of whatever nature or duration that could give rise to a
conflict of interest and will continue to doso during the term of this Agreement and any extensions
thereto.

15 Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Tennessee (without regard to principles of conflicts of
laws), and all actions or proceedings arising in connection with this Agreement shall be tried and
litigated exclusively in state or federal courts located in Hamilton County, Tennessee.

16 Compliance with Laws.

The Hotel Owner hereby represents, warrants, covenants, and agrees that:
16(a) It is qualified to do business in the State of Tennessee and that it willtake such
action as, from time to time hereafter, may be necessary to remain so qualified;
16(b) The Hotel Owner’s name in this Agreement is its full legal name;
16(c) It has the requisite corporate power (if applicable), authority and legal
capacity to enter into this Agreement and fulfill its obligations hereunder;
16(d) The execution and delivery by them of this Agreement and the performance by
it of its obligations hereunder have been duly authorized by all requisite action of its stockholders,
partners or members, and by its boards of directors or other governing body (if applicable);
16(e) During the Term, it will comply with all federal, state and local laws,
ordinances, rules and regulations, including interim expenditure and annual report requirements, and
applicable codes of ethics pertaining to or regulating the services to be performed pursuant to this
Agreement, including those now in effect and hereafter adopted;
16(f) There are no suits or proceedings pending or threatened, whether in law or in
equity, to the best of the Hotel Owner’s knowledge, which if adversely determined, would
have a material adverse effect on the financial condition or business of the Hotel Owner; and
16(g) It has obtained, at its expense, all licenses, permits, insurance, and
governmental approvals, if any, necessary to perform its obligations under this Agreement.
16(h) The Hotel Owner’s violation of the above representations and warranties
shall entitle the City to terminate this Agreement immediately upon delivery of written notice
of termination to the Hotel Owner.

17 No Waiver. The waiver by either party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

18 Severability. If any provision of this Agreement is held to be unenforceable or

invalid, then all other provisions of this Agreement shall continue to be in full force and effect,

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unless the part held to be unenforceable causes a substantial charge in the basic intentions and
bargain of the Parties.

19 Entire Agreement and Modification. This Agreement contains the entire agreement
of the Parties hereto with respect to the subject matter contained herein, and may not be amended
or changed orally, but only by an agreement in writing signed by both Parties.

20 Impossibility. In the event of state, local or federal ordinance making the

performance of any term of this Agreement impossible, the Parties agree that they shall cooperate
to facilitate performance.

21 Survival. The provisions of this Agreement which, by their terms, require

performance after the termination of this Agreement, or have application to events that may occur
after the termination of this Agreement, shall survive the termination of this Agreement.

22 Pre-existing Regulations. Any procurement regulations approved by the

Chattanooga City Council that are in effect on the date of execution of this Agreement are
applicable to this Agreement.

[SIGNATURES ON THE FOLLOWING PAGE]

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 IN WITNESS WHEREOF, the parties, or their duly authorized representatives, have
executed this Agreement to be effective as of the Effective Date.

CHAT-TN, LLC

By:

Print Name:

Title:

Date:

CITY OF CHATTANOOGA

By:

Print Name:

Title:

Date:

APPROVED AS TO FORM
AND LEGAL SUFFICIENCY

City Attorney Date

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 Exhibit A
Scope of Services
The Chatt Inn – Hotel Facility Non-Congregate Shelter

The City of Chattanooga is expanding a non-congregate shelter program for individuals and families
experiencing homelessness. During the COVID-19 pandemic there has been an increase in the number
of people experiencing homelessness in Chattanooga. Many people are seeking shelter indoors in
congregate settings, increasing their risk of exposure to others who are infected. Others are gathering
in outdoor encampments in crowds with others near services, also increasing their risk of exposure to
COVID-19. Finally, individuals without housing are more likely to suffer from negative physical and
mental health conditions, increasing their risk of death or complications should they contract COVID-
19.

In an effort to allow individuals and households experiencing homelessness to socially distance and
reduce their risk of exposure to COVID-19, the City of Chattanooga is seeking individual rooms and
bathrooms for an estimated one hundred homeless households for a period of at least 90 days or until
measures indicating a risk of community spread of COVID-19 have decreased to a safe level.

The City of Chattanooga is contracting with CHAT-TN, LLC to provide at least ninety (90) nights of
shelter at its hotel, The Chatt Inn, located at 2000 E. 23rd Street, Chattanooga, TN 37404 for an
estimated one hundred (100) households experiencing homelessness.

CHAT-TN, LLC shall provide:

● A separate room for each individual household.
● Neat, clean rooms without pests.
● Each household must have access to a personal restroom in their room with a toilet,
shower/bath, and sink/faucet.
● Linen, cleaning, trash services to each household at least every two days. A sufficient
quantity of clean bath towels must be provided for daily bathing needs.
● Each room must be equipped with a working telephone.
● Each room must be equipped with a working television.
● Each room must be equipped with both a refrigerator and a microwave oven.
● Qualified staff for all shifts to communicate with City security, administrative staff, social
service providers, and guests. City requires a qualified hotel staff member on each shift
to serve as the liaison between the hotel and these persons for twenty-four (24) hour
communication as needed.

Additional amenities preferred:

● Accessible, working ice machine
● Working stovetop and/or oven in room
● Daily prepared breakfast - continental or hot breakfast
● Working laundry facility (complete with both working washer(s) and dryer(s)) available for
use by residents
The City of Chattanooga will provide the following services to the Hotel:
● Private security provided on-site twenty-four (24) hours per day. The security guard
on duty will serve as the Hotel staff’s main point of contact for any concerns or
issues from these residents or from staff.
● Housing Services will be provided by the City’s Homeless Services Division to assist each
resident to identify and move towards permanent housing. In addition, other homeless
service agencies providing permanent housing assistance will be present on-site to provide
an array of housing and support services.
● Case Management Services will be provided by the City to each resident to coordinate food,
benefits, and other support with daily living and long-term stability. Other partner agencies
may also be available to provide case management services to households.
● Two meals per day will be provided and delivered to these residents through a
partnership with the Chattanooga Community Kitchen. The security guard on duty will
coordinate safe meal delivery to these residents.
● Administration will be provided by the City to handle billing, legal, and other
administrative tasks. The Hotel will have a single point of contact within the City to
which to direct issues or questions regarding administrative matters.
 Exhibit B
Fee Schedule

Weekly Charge
for up to 2
Room and Room Services Per Week Cost
Per Night Cost pets/rm (32 lb Total Units
limit)

One king bed $50 $199

$37.99 59

$50 $199
Two double beds $39.99 130

$50 $199
King Kitchenettes $41.99 3

$50 $199
2 Double Kitchenettes $43.99 74

Room rates stated are all inclusive so that no additional charges will be added to what is detailed
above. Any charges that an occupant might incur, such as additional charges for using a room
phone, must be stated so that the charges can be accepted or denied in advance, by agreement,
prior to occupancy.
*Note: Quantities listed for each room type are estimates only, and the number of rooms actually
needed may be more or less than what is listed above.