23.3
WITH RESPECT TO ANY ACTION ARISING OUT OF THE AGREEMENT FOR WHICH
THERE IS A WAIVER OF SOVEREIGN IMMUNITY, THE TRIBE AND COUNTY EXPRESSLY CONSENT
TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF CALIFORNIA AND, AS LIMITED HEREIN TO, THE SONOMA COUNTY SUPERIOR
COURT AND ALL RELATED APPELLATE COURTS, AND/OR AN ARBITRATOR SELECTED PURSUANT
TO THIS AGREEMENT AND SPECIFICALLY WAIVE SOVEREIGN IMMUNITY FOR THAT PURPOSE.
THE PARTIES SPECIFICALLY AGREE THAT THE APPLICABLE COURT SHALL HAVE JURISDICTION
TO ENTER JUDGMENTS ENFORCING RIGHTS AND REMEDIES PROVIDED FOR IN THIS AGREEMENT
THAT SHALL INCLUDE, BUT NOT BE LIMITED TO INJUNCTIVE RELIEF, DECLARATORY
JUDGMENT, SPECIFIC PERFORMANCE, AND/OR THE AWARDING OF MONETARY DAMAGES, WHICH
SHALL BE BINDING AND ENFORCEABLE ON THE PARTIES, SUBJECT TO THE LIMITATIONS SET
FORTH IN THIS AGREEMENT.
NO PARTY TO THIS AGREEMENT SHALL CONTEST JURISDICTION
OR VENUE OF THE ABOVE-REFERENCED COURTS, PROVIDED THEIR JURISDICTION AND VENUE
ARE INVOKED IN THE ORDER SPECIFIED, BUT ONLY FOR DISPUTES OR CLAIMS ARISING OUT
OF THIS AGREEMENT.
NEITHER THE TRIBE NOR THE COUNTY SHALL PLEAD OR INVOKE THE
DOCTRINE OF EXHAUSTION OF TRIBAL OR OTHER ADMINISTRATIVE REMEDIES, DEFENSES OF
IMMUNITY OR INDISPENSABLE PARTIES BEYOND THOSE CONTEMPLATED IN THIS AGREEMENT.
23.4
THE COUNTY AND THE TRIBE MAY NOT JOIN OR CONSENT TO THE JOINDER OF
ANY THIRD PARTY TO ANY ACTION (INCLUDING BUT NOT LIMITED TO ANY ARBITRATION)
CONTEMPLATED HEREIN, UNLESS FAILURE TO JOIN SUCH PARTY WOULD DEPRIVE THE COURT
OR ARBITRATION TRIBUNAL OF JURISDICTION; PROVIDED
45
THAT NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO CONSTITUTE A WAIVER OF THE
SOVEREIGN IMMUNITY OR OTHER PROTECTION FROM LAWSUIT (OR OTHER DISPUTE RESOLUTION
PROCESS), OR THE EFFECT, ORDERS OR JUDGMENTS THEREOF, OF EITHER THE TRIBE OR THE
COUNTY WITH RESPECT TO ANY CLAIM OF ANY KIND BY ANY SUCH THIRD PARTY.
IN THE
EVENT OF INTERVENTION BY ANY THIRD PARTY INTO ANY SUCH ACTION WITHOUT THE
CONSENT OF THE TRIBE AND THE COUNTY, NOTHING HEREIN SHALL BE CONSTRUED TO
CONSTITUTE A WAIVER OF ANY IMMUNITY WITH RESPECT TO SUCH THIRD PARTY, AND NO
ARBITRATOR OR COURT SHALL HAVE JURISDICTION TO AWARD ANY RELIEF OR ISSUE ANY
ORDER AS AGAINST THE COUNTY OR TRIBE WITH RESPECT TO SUCH THIRD PARTY IN THAT OR
ANY OTHER PROCEEDING.
23.5
AUTHORIZATION.
23.5.1
THE COUNTY AND TRIBE EACH REPRESENT AND WARRANT THAT EACH HAS
PERFORMED ALL ACTS PRECEDENT TO ADOPTION OF THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO MATTERS OF PROCEDURE AND NOTICE AND EACH HAS THE FULL POWER AND
AUTHORITY TO EXECUTE THIS AGREEMENT AND PERFORM ITS OBLIGATIONS IN ACCORDANCE
WITH THE ABOVE TERMS AND CONDITIONS, AND THAT THE REPRESENTATIVE(S) EXECUTING
THIS AGREEMENT ON BEHALF OF EACH PARTY IS DULY AUTHORIZED TO SO EXECUTE AND
DELIVER THE AGREEMENT.
23.5.2
IN EVIDENCE OF THE ABOVE, EACH GOVERNING BODY SHALL EXECUTE
FORMAL RESOLUTIONS INDICATING APPROVAL OF THIS AGREEMENT AND THESE RESOLUTIONS
ARE ATTACHED IN EXHIBITS K AND L.
XXIV.
CEQA REVIEW
24.1
THE TRIBE'S TRUST LAND ACTIVITIES AND THE PARTIES' APPROVING,
EXECUTING AND PERFORMING THIS