Title
A RESOLUTION AUTHORIZING A LIMITED CONSENT TO SUIT IN CONNECTION WITH ITS AGREEMENT WITH UKG KRONOS SYSTEMS, LLC
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WHEREAS, the Cherokee Nation since time immemorial has exercised the sovereign rights of self-government on behalf of the Cherokee people; and
WHEREAS, the Cherokee Nation is a federally recognized Indian Nation with an historic and continual government to government relationship with the United States of America; and
WHEREAS, the Cherokee Nation WHEREAS, the Cherokee Nation has entered into an agreement with UKG Kronos Systems, LLC (“UKG”) for the provision of timekeeping and related services (the “Agreement”); and
WHEREAS, UKG has requested that the Cherokee Nation provide a limited consent to suit in connection with the Agreement and related obligations; and
WHEREAS, the Cherokee Nation and UKG have negotiated an amendment to the Agreement containing a Limited Consent to Suit, subject to the terms and limitations of the amendment, from suit, judgment, damages, liabilities, jurisdiction, attachment, and execution arising from or relating to the Cherokee Nation’s monetary and payment obligations under the Agreement and the misappropriation or infringement of UKG’s intellectual property; and
WHEREAS, the amendment further provides that UKG shall not be subject to the jurisdiction of the Cherokee Nation’s tribal court or any similar tribal forum and that the Cherokee Nation shall not bring an action against UKG in tribal court or rely upon a tribal court ruling or direction to suspend its payment or other obligations under the Agreement; and
WHEREAS, the Cherokee Nation intends that the consent to suit authorized by this Resolution be construed narrowly and only to the extent expressly provided in the amendment and the Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE CHEROKEE NATION, that the Cherokee Nation hereby authorizes and approves the execution and delivery of the amendment to the Agreement with UKG containing the limited consent to suit substantially in the form presented to the Cherokee Nation.
BE IT FURTHER RESOLVED BY THE CHEROKEE NATION, that the limited waiver authorized by this Resolution shall apply solely to the matters expressly identified in the amendment, including the Cherokee Nation’s monetary and payment obligations under the Agreement; and claims concerning the misappropriation or infringement of UKG’s intellectual property,
BE IT FURTHER RESOLVED BY THE CHEROKEE NATION, this limited consent to suit shall not allow recovery of any kind from, or other remedies against, Cherokee Nation; the Cherokee Nation; or any elected officials, officers, or employees of the Cherokee Nation, whether for actual, liquidated, punitive, exemplary or other monetary damages, or for court costs or attorneys’ fees, or otherwise, except to the extent necessary for complete injunctive or other equitable relief pursuant to the Agreement.
BE IT FURTHER RESOLVED BY THE CHEROKEE NATION, that this Resolution shall in no manner or in any respect operate or be construed to operate to waive or otherwise diminish the sovereign immunity of the Cherokee Nation its tribally owned business entities, except to allow certain actions as provided herein.
BE IT FURTHER RESOLVED BY THE CHEROKEE NATION, that the duration of this waiver is limited to the duration of the provisions of the Agreement, including any such provisions which survive termination of the Agreement.
BE IT FINALLY RESOLVED BY THE CHEROKEE NATION, that this Resolution shall in no manner or in any respect operate or be construed to operate to waive or otherwise diminish the sovereign immunity of the Cherokee Nation, except as to allow certain actions as provided herein and in the applicable Agreement.