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A RESOLUTION AUTHORIZING A LIMITED CONSENT TO SUIT FOR A TRANSACTION INVOLVING CHEROKEE NATION SYSTEM SOLUTIONS, L.L.C., A CHEROKEE NATION TRIBAL LIMITED LIABILITY COMPANY
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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, Cherokee Nation Businesses, L.L.C. ("CNB") is a limited liability company organized under the laws of the Cherokee Nation, is wholly owned by the Cherokee Nation, and enjoys sovereign immunity from suit under federal law; and
WHEREAS, Cherokee Nation System Solutions, L.L.C. ("CNSS") is a limited liability company organized under the laws of the Cherokee Nation, is wholly owned by CNB, and enjoys sovereign immunity from suit under federal law; and
WHEREAS, CNSS wishes to enter into a contractual agreement providing support services (the “Services”) to the Arizona Department of Economic Security (“ADES”) (the “Agreement”), which includes a binding arbitration provision to allow enforcement of the parties’ obligations with respect to the proposed agreement if necessary.
BE IT RESOLVED BY THE CHEROKEE NATION, that for the sole purpose of allowing for enforcement of the terms of the Agreement, the Tribal Council hereby agrees to a limited waiver of sovereign immunity, only if the following conditions are met:
1. Only ADES shall be eligible to bring a claim against CNSS to enforce the terms of the Agreement.
2. The claim is limited to obligations or rights arising under the Agreement in a breach of contract claim, including, but not limited to, any claims that CNSS is in breach of its respective contractual indemnity obligations under the Agreement.
3. This waiver is specifically limited to enforcement of an award by any Arizona arbitration tribunal or court of competent jurisdiction pursuant to the terms of the Agreement. Any damages award may be enforced in any court of competent jurisdiction against assets of CNSS, whether now owned or hereafter acquired.
BE IT FURTHER RESOLVED BY THE CHEROKEE NATION, that the limited consent to suit provided herein shall not allow recovery by ADES for punitive or exemplary damages against CNSS.
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 Businesses, L.L.C.; 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.