Cherokee Nation Enterprises, Inc

Cherokee Nation Businesses, LLC 777 W. Cherokee Street Catoosa, OK 74015

Request for Proposal

Total Compensation Review

A. Background Cherokee Nation Businesses, LLC (CNB) is a tribal entity wholly owned by the Cherokee Nation. CNB employs approximately 5,500 employees within forty (40) states of the U.S. and a few international countries within several blended business units consisting of: CNB's administrative offices that are located in Catoosa and Tahlequah, Oklahoma, seven State compacted Casinos, with multiple food and beverage operations at Ramona, Roland, West Siloam Springs, Ft. Gibson, Sallisaw, Tahlequah and Catoosa, Oklahoma; Hotels located in Catoosa, West Siloam Springs and Roland, Oklahoma; Golf courses in Catoosa and Tahlequah, Oklahoma; retail operations consisting of convenience stores in Tahlequah and Ft. Gibson, Smoke Shops in Roland, West Siloam Springs and Catoosa, and Gift Shops located in Tahlequah and Catoosa, and a horse racing and gaming facility in Claremore, Oklahoma.

The diversified businesses execute government and private industry contracts throughout the US consisting of the following portfolios of business: Healthcare that provides professional and technical services including staff recruiting, credentialing and placement assistance to the healthcare industry as well as durable medical equipment sales. The Security and Defense portfolio delivers innovative surveillance, investigative, safeguard services, defense logistics and weapon systems services. The Technology Portfolio provides a full spectrum of IT services and technology solutions as well as management and support programs, projects professionals and technical staff. The Environmental and Construction portfolio provides detail-oriented construction services through engineering, scheduling, safety and financial management controls.

B. Request CNB is requesting proposals from qualified consulting firms experienced in conducting comprehensive salary and fringe benefit studies. The study is to include employees in key positions within CNB, which will generally encompass the position classes of Director level and above.

CNB is a unique organization in that it is owned by the Cherokee Nation. As a part of the Cherokee Nation, CNB has a priority to staff, train and promote Cherokee’s, followed by other Native Americans, to all levels in the Company. Cherokees and other Native Americans working in CNB results in a stronger and different kind of loyalty and pride than exists in most other companies. This fact

1 needs to taken into consideration when you recommend how the study is to be conducted.

 Provide an assessment of current plans, advice on new plans, and where CNB should be searching for key executives, managers and employees now and in the future.  CNB has seven top level executives a CEO, a Division President, and the rest are VP and Senior VP's. Their total compensation plans are made up of annual base pay, annual incentive bonus based on percentage targets; paid medical, dental and vision, long term incentive program and a one year salary severance agreement. These are the top level management team.  CNB has several divisional senior management annual incentive plans. CNB would like to have an assessment of the current plans, advice on new plans, and where we should be searching for key executives, managers and employees for the CNB diversified portfolios as described above.  Provide market surveys consisting of organizations comparable to CNB utilizing Casino and Hospitality Industries, Technology Industries, Healthcare, Government Contracting Industries, Security and Defense Industries, Environmental and Construction Services. Primary focus should be on local, regional data and US wide data, as well as some industry benchmarks from other Indian Casino Gaming and Hospitality services located in the US. Total compensation includes base pay, bonus and incentive pay, plus all benefits including vacation, sick pay, 401K, medical, dental, prescription, disability, life insurance, education assistance, deferred compensation, perks and other benefits. Indicate any trends in place for elements of total compensation.  Perform a survey of board compensation utilizing data from organizations comparable to CNB. CNB has a 10 member Board of Directors. Compensation shall include all compensation, incentive and any benefits data.  The focus is to determine reasonable total compensation levels in markets that are comparable in local and regional markets for all positions. Indicate measures and practices commonly used to guide merit and other pay increases.  The survey should provide the additional detailed benefits information listed in the grid below. Other benefit features can be added if they are offered by other companies participating in the survey.

Medical, dental, vision and prescription Plan choices (HMO, PPO, etc) plans Eligibility requirement Cost per employee Employer/employee percentage split If possible, co-pays and deductibles on plans STD, LTD and Life Insurance Eligibility requirements Cost per employee Employer/employee percentage split Additional coverage elections (supplemental/enhanced coverage options) 401(k), Pension, and/or Profit Sharing Eligibility requirements Vesting requirements Match % and dollar cap # of fund choices Paid Time Off Broken out to include vacation, personal, sick, civic, paid holidays and anything else applicable Eligibility scale (vacation earned based on service) Incentive Compensation Plans Review and recommend plan changes and or plan provisions

Supplemental Executive Deferred Eligibility Requirements and plan Compensation Plans provisions

Recommend, if warranted, any change to the present salary and fringe benefit structures.

C. Expected Results of the Study  A good understanding of how CNB compares to others with respect to total compensation. Also, an understanding of any recommended adjustments and potential implications of our position.  Based on our relative position on total compensation, recommend organizational pay (base, bonus, incentive) structures for the positions

3 studied. Proposers should clearly state all variables, which led to their recommendation.  A recommendation of employee placement within the appropriate salary grade and range.  Presentation of the total compensation study and recommendations to the CNB Compensation Committee at a date to be determined.

D. Proposal Submission An original and 1 soft copy of the sealed proposals are due on or before August 16, 2013. Both affidavits should be executed and returned along with bidder’s response.

Proposals should be sent to: Jason Carlin Cherokee Nation Businesses, LLC 777 W. Cherokee Street Catoosa, OK 74015

RFP Release 7-31-2013 Proposal Due 8-16-2013 Review, Evaluation, and Recommendation 8-17-2013 thru 8- 20-2013 Compensation Committee Approval 8-28-2013 Contract Negotiations Final Contract Award 9-1-2013

E. Selection Criteria The Compensation Committee will evaluate all proposals based upon:  Quality of responses to this Request for Proposal.  Total projected cost of consulting services.  Qualifications and experience of the consulting firm’s staff.  Timeliness and quality of responses to clarification questions.  Timeline and plan for completion of work.

F. Time Schedule The consulting firm is to complete project tasks on or before Experience of Provider Company 1. Briefly describe the philosophy of your company. 2. Age of company. 3. List of current and previous client organizations and permission to contact. 4. Describe experience with organizations with similar dynamics to those of CNB. 5. Provide resumes of staff that will be working on this project. 6. Describe the process you would follow for this proposal.

G. Location, Accessibility 1. List of all office locations. 2. Indicate which location(s) will conduct specified work.

H. Information CNB will provide: 1. Job descriptions 2. Existing salary grade and range schedule 3. Description of fringe benefits along with employer/employee costs. 4. Organization chart

I. Pricing and Contract Structure (in light of information to be provided in J. above) 1. Description and cost including detailed pricing structure 2. Billing policies and procedures 3. Description of any assistance CNB can provide that would result in a reduction of the consulting fees

J. Limitation The CNB Compensation Committee reserves the right to issue one award, multiple awards, accept or reject any or all proposals received as a result of this request; to negotiate with all qualified sources; or to cancel in part or in its entirety this RFP if found not in the best interest of CNB. This RFP does not commit CNB to award a contract, to pay cost incurred for the preparation of proposals, to pay for any legal liability in refusing to award a contract, or to procure or contract for services. CNB reserves the right to decide which bid shall be deemed lowest and best. A violation of any of the following provisions by the bidder shall be sufficient reason for rejecting his bid, or shall make any contract between CNB and the bidder that is based on his bid null and void: (i) divulging the information in said sealed bid to any person, other than those having a financial interest with him in said bid, until after bids have been opened; (ii) submission of a bid which is incomplete, unbalanced, obscure, incorrect, or which has conditional clauses, additions, or irregularities of any kind, or which is not in compliance with the RFP, or which is made in collusion with another bidder. The foregoing list is non-exhaustive and CNB reserves the right to reject a bid or nullify any contract between CNB and the bidder that is based on his bid for any other reason it deems is in the best interest of the CNB.

K. Pre-Award Conditions The CNB Compensation Committee reserves the right to request additional information to amplify, clarify, or support proposals.

L. Contract Award Each proposal should be submitted in the most favorable terms as can be made from a price and technical standpoint. However, CNB reserves the right to request any additional data or oral discussion/presentation in support of the

5 written proposal. Contracts shall be awarded on the basis of the best interest of the program in terms of price, content, and other factors being considered in the RFP. All quotes are subject to negotiation prior to award. All costs contained in the proposal shall be valid, real, necessary, reasonable, allowable, properly allocated, and not defective or fraudulent.

All contracts will be written as cost-reimbursement, shall be enforced as performance agreements and negotiated to determine reasonableness of cost and ability of proposer to deliver specified services. All proposals must contain a line item budget that must be in sufficient detail to justify all costs to the project.

This project is subject to Cherokee Nation Tribal Employment Rights Office (“TERO”) regulations that include a fee of ½ of 1% of total contract award, if applicable, and the completion of a TERO Labor Agreement and payment of associated fees. The successful bidder’s performance will also be measured, recorded, and reported to the Cherokee Nation. Please refer to Cherokee Nation Legislative Act 38-05 dated 11-14-06 repealing and superseding Cherokee Nation law regarding Labor and the Employment Rights Ordinance and Declaring an Emergency. The complete Act is available at our website or by contacting the TERO OFFICE at Tahlequah 918-453-5000. If bidder is an Indian-owned entity, bidder must furnish, with its bid, documentation (Cherokee Nation TERO certificate, articles of incorporation, bylaws, share certificates, Certificate of Degree of Indian Blood card, tribal membership card, etc.), which establish percentage of Indian ownership and tribal identification. Indian ownership is considered to be at least fifty one per cent (51%). TERO bidders are required to provide a copy, front and back, of their TERO certificate with return bid(s) and failure to do so will result in such bidders not receiving the TERO preferences afforded TERO bidders under the CNB procurement and contracting policies and procedures. Indian Preference: Proposals will be accepted from Indian and non-Indian firms. Indian preference will only be given to those firms certified as Indian- owned by the Cherokee Nation Tribal Employment Rights Office (TERO), P.O. Box 948, Tahlequah, Oklahoma, 74465. Proof of current certification must accompany all proposals. To receive points during the evaluation process for Indian preference, the bidder must demonstrate they will control, direct and perform at least 51% of the Scope of Services.

In addition, by submitting a proposal in response to this RFP, the Bidder agrees to the following:

The Cherokee Nation Businesses, LLC shall to the greatest extent feasible give preference in the award of contracts to Indian organizations and Indian-owned economic enterprises. All contracting is required to comply with procedures for selection of Bidders and Sub-Bidders as set forth in the Cherokee Nation Tribal Employment Rights Office, Resolution No. 84-50 and Ordinance Section No. 4.8 which provides for preference to Indians in the awarding of contracts, as well as

6 the Cherokee Nation Acquisition Management Interim Policies and Procedures (January - 1997). All work to be performed under any contract is also subject to Section 7(b) of the Indian Self-Determination Act.

Section 7(b) states:

Any contract, subcontract, grant, or subgrant pursuant to this act, the Act of April 16, l934 (48 Stat. 596) as amended, (the Johnson-O'Malley Act) or any other Act authorizing federal contracts with or grants to Indian organizations or for the benefit of Indians, shall require to the greatest extend feasible;

1) Preference and opportunities to training and employment in connection with the administration of such contracts or grants shall be given to Indians; and 2) Preference in the award of subcontracts and sub-grants in connection with the administration of such contracts or grants shall be given to Indian organizations and to Indian-owned economic enterprises as defined in Section 3 of the Indian financing Act of l974 (88 Stat. 77).

A prospective Bidder seeking to receive Indian Preference under this contract must be certified as an Indian-owned firm by the Cherokee Nation Tribal Employment Rights Office (TERO) and submit current certification with their proposal.

Confidentiality: It is understood any information submitted to the Bidder by Cherokee Nation Businesses, LLC in respect to this Request for Proposal embodies certain proprietary information and is loaned to the Bidder on a confidential basis. The Bidder agrees not to use in any unauthorized manner or communicate to others any such confidential items without the prior written consent of Cherokee Nation Businesses, LLC and will undertake such measures as are necessary to require its employees and all approved Sub-Bidders or Joint Ventures to maintain complete confidentiality.

M. Questions Questions concerning the RFP may be directed to: Mike Watkins

Email: [email protected]

Phone: 918-931-8359 - cell