2024-10. Authorization Of Land Purchase And Limited Sovereign Immunity Waiver For Title Insurance At 7501 Right Flank Road
A Resolution to authorize the purchase of land at 7501 Right Flank Road, Mechanicsville, VA, and approve a limited waiver of sovereign immunity for title insurance with Chicago Title Insurance Company. The waiver is specific, non-transferable, and limited to the duration of the title insurance policy.
At a duly called Special Session of the Council held this 15 day of August, 2024, the following Resolution and Law were adopted.
WHEREAS, the Upper Mattaponi Tribe (the "Tribe") is an Indian Tribe that has existed from time in memorial and is recognized on a government-to-government basis by the United States of America; and
WHEREAS, the Tribe has the authority, pursuant to the limitations of its Constitution (the "Constitution") and laws, to enter into contractual agreements, to buy, sell, and lease land, and among other things, to waive its sovereign immunity for purposes thereof; and
WHEREAS, through its leadership, the Tribe wishes to conclude a Purchase and Sale Agreement (the "Contract") with a company named, "7501 Right Flank, LLC" for the purchase of land located at 7501 Right Flank Road, Mechanicsville, VA 23116 (the "Land"); and
WHEREAS, the leadership of the Tribe has determined that owning the Land is an appropriate purchase consistent with the goals of the Tribe, and the Land is available for a reasonable price at this time; and
WHEREAS, closing the purchase of the Land requires the execution various agreements, certifications, statements, affidavits, and other similar documents, which may be necessary and convenient; and
WHEREAS, the Council wishes to authorize the purchase of the Land from 7501 Right Flank, LLC and to authorize the Chief to perform such actions or to sign such documents as may be necessary and convenient to obtain full fee title to the Land in the name of the Tribe; and
WHEREAS, the leadership of the Tribe authorizes the Chief to obtain title insurance for the purchase of the Land;
WHEREAS, the title insurer for this transaction requests a limited waiver of sovereign immunity in relation to claims or defenses the title insurer may interpose in relation to its insurance of the Tribe's title to the Land; and
WHEREAS, the Constitution provides, "Only the Council and Chief may authorize a waiver of Sovereign Immunity by law enacted in accordance with the Legislative Process. Any authorization by the Council to waive Sovereign Immunity shall be specific, for a limited scope and duration, and in writing." See, Constitution, Article 13, Section 1.
NOW THEREFORE BE IT RESOLVED that the Council hereby authorizes the Chief to execute the Contract and other documents as may be necessary and convenient to close on the ownership of the Land by the Tribe;
BE IT FURTHER RESOLVED that the Council, pursuant to the Constitution at Article 13, Section 1, authorizes the Chief to sign the attached Tribal Waiver and Consent (the "Waiver"), subject to the following limitations:
1. The Waiver is granted solely to the benefit of Chicago Title Insurance Company, and shall not inure to the benefit of any other person or entity nor shall it allow suit or the interposition of defenses by any other person or entity against the Tribe, and the Waiver is not transferrable by the Chicago Title Insurance Company to any other person or entity;
2. The Waiver's duration is limited to the duration of the policy of title insurance issued by Chicago Title Insurance Company to the Tribe which insures title to the Land;
3. The Waiver applies only to allow Chicago Title Insurance Company to interpose any claims or defenses Chicago Title Insurance Company may raise in a suit, action, or proceeding relating to the Tribe's rights under the policy of title insurance issued by Chicago Title Insurance Company to the Tribe;
4. Title to the Land shall be in the name of the Tribe and no other person or entity and a copy of the Deed along with all documents executed by the Chief and the title insurance shall be placed in the Records Repository and the Deed shall, within a reasonable time, be recorded in the customary public land records to ensure notice to any interested parties of the ownership of the Land by the Tribe; and
5. Notwithstanding the limited waiver set forth above, there is no waiver of immunity for any suit, demand or claim against the Tribe, the Chief, the Assistant Chief, the Council, any Council Representative, nor any officer of the Tribe, attorney or agent working in an official capacity on behalf of the Tribe.
CERTIFICATION
The foregoing Resolution was revised and duly voted upon by the Council on the 12 day of September, 2024, at a Special Session with a vote of 7 in favor and 0 opposed, 0 abstaining, and 0 absent, pursuant to the authority vested in the Council by the Constitution of the Tribe.