REQUEST FOR PROPOSALS

Financial and Compliance Audits

May, 2016

Rebecca Mitchell, C.P.M. Director of Acquisition Management [email protected]

CHEROKEE NATION P.O. Box 948 Tahlequah, OK 74465 (918) 453-5215

1 TABLE OF CONTENTS

I. Introduction

II. Summary

III. Background

IV. Contractor’s Acknowledgements

V. General Information and Conditions

VI. Cherokee Nation Indian Preference Policy

VII. Instructions for Preparation of Proposals

A. Technical Proposal

B. Cost Proposal

Attachment A: General Audit Information

Attachment B: Cherokee Nation Businesses

Attachment C: Cherokee Nation Entertainment LLC

Attachment D: Cherokee Charter School

Attachment E: Cherokee Nation Gaming Commission

Attachment F: Will Rogers Downs, LLC

Attachment G: Aerospace Products S.E., Inc.

Attachment H: Cherokee CRC, LLC

Attachment I: Cherokee Nation Businesses, LLC (Blended Component Units of CNB)

Attachment J: SAMPLE Contract

2 INTRODUCTION

The Cherokee Nation is the federally recognized government of the Cherokee people and thereby has sovereign status granted by treaty and law. Tribal sovereignty is the right to self-governance. It is essentially the right to decide issues which affect the good of the population; to design and implement programs in response to specific needs of the population; and, to establish goals for the improvement of the organization’s ability to achieve program objectives. The seat of tribal government is the W.W. Keeler Complex near Tahlequah, Oklahoma, capital of the Cherokee Nation. The Cherokee tribal registry lists more than 324,000 citizens, and approximately one-third live in the 14-county jurisdiction of the Cherokee Nation.

SUMMARY

The Cherokee Nation is receiving proposals from well-qualified firms to perform financial and compliance audits. The contract award will be for two (2) years with an option for the Cherokee Nation to renew the contract annually for up to three (3) additional years. Contract award and renewals will be subject to availability of funds and satisfactory delivery of services. The contract will contain a cancellation clause in favor of the Cherokee Nation. The Cherokee Nation publishes a Request for Proposals for audit services at least every five years.

The audits will consist of services to the Cherokee Nation, Cherokee Nation Businesses and majority-owned subsidiaries, and the Cherokee Charter School as follows:

1) Requirements, Cost Principles, and Audit Requirements for Federal Awards for Cherokee Nation, and audit of the Nation’s Comprehensive Annual Financial Report (2 CFR Part 200); 2) Financial audits for Cherokee Nation Entertainment and regulatory compliance audits for Nation Indian Gaming Commission and the State of Oklahoma; 3) Financial audit for Will Rogers; 4) Financial audit of Cherokee Nation Businesses; 5) Financial audit of Cherokee CRC; 6) Financial audit of Aerospace products S.E.; 7) Compliance audit of the Nation’s Cherokee Charter School; 8) Audit of Tribal Citizenship Registered as Residing in Oklahoma.

Copies of the Request for Proposal may be downloaded from the Cherokee Nation bid website www.cherokeebids.org under the Cherokee Nation procurements icon. Copies may also be requested from Rebecca Mitchell, C.P.M, Director of Acquisition Management, Cherokee Nation, at rebecca- [email protected].

3 The Cherokee Nation reserves the right to determine a proposal in terms of meeting RFP requirements. The Cherokee Nation reserves the right to accept or reject any and all proposals received and to negotiate with offerors regarding the terms of their proposal or parts thereof. The Cherokee Nation reserves the right to award a contract in the best interests of the Cherokee Nation.

All questions, correspondence and communication regarding this RFP must be directed to Rebecca Mitchell at [email protected]. Contact with other employees of the Cherokee Nation in relation to this RFP is prohibited, and may result in disqualification of the offerors proposal.

BACKGROUND

The Cherokee Nation is the sovereign Tribal Government of the Cherokee people and functions within the framework of the Cherokee Constitution adopted in 1975 and amended in 2003. The tribal service jurisdictional area is in 14 counties of Northeastern Oklahoma and is headquartered in Tahlequah, Oklahoma. The fiscal year begins on October 1 and ends on September 30. The government is composed of three branches, Executive, Legislative and Judicial. The Cherokee Nation has approximately 3,600 employees and receives funding from 36 funding sources that includes funding from federal agencies, state agencies, corporate and private funding sources, enterprise activities, various land and lease operations and trust funds. As of 2015, the Cherokee Nation has adopted GASB Statement No. 61, 62, 63 and 65. The Nation has 8 discretely presented component units and one blended component unit. In addition, the Nation operates the Cherokee Charter School which requires a separate audit. A complete listing of component units can be found in the Nation’s Comprehensive Annual Report (CAFR) at the following weblink: http://www.cherokee.org/LinkClick.aspx?fileticket=aM0LgYDsUsk %3d&tabid=5287&portalid=0&mid=5724

The following entities are included in this Request for Proposals:

The first component unit is the Cherokee Nation Businesses, LLC. (CNB), a 100% owned tribal LLC which was created on June 16, 2004, to provide “decision support” services and strategic coordination to the Nation and to act as a holding company for certain Cherokee Nation investments in business enterprises. A listing of CNB’s majority owned component units can be found in Attachment I.

Cherokee Nation Economic Development Trust Authority (CNEDTA), a Community Development Financial institution, is certified by the U.S. as a

4 mechanism to promote economic development. Its mission is to provide opportunities for income generation through economic development, to provide loans for business creation/expansion, and to provide loans to qualified individuals whom have traditionally been denied through conventional lending sources. It is accounted for in the enterprise fund for FY2015.

The above entities are to be included in the audit proposal. Attachments A-I have detailed descriptions of entities to be included in the audit proposal.

Further information may be found in the Attachments to this RFP.

The following Cherokee Nation component units are excluded from the scope of this Request for Proposal for Financial and Compliance Audits other than as they may relate to the inclusion within the Nation’s Comprehensive Annual Financial Reports: - Cherokee Nation Waste Management, LLC - Cherokee Nation Home Health Services, Inc. - Cherokee Nation Comprehensive Care Agency - Housing Authority of the Cherokee Nation - Cherokee Health Partners, LLC - Cherokee Nation Foundation - Cherokee National Historical Society, Inc.

CONTRACTOR’S ACKNOWLEDGEMENTS

By submitting a proposal in response to this RFP, the Contractor understands, represents and acknowledges that: * All information provided by, and representations made by, the Contractor in the proposal are material and important and will be relied upon by the Nation in awarding any contract; * No employee of the Nation has an ownership interest in the business or is an employee of the business; * The price and amount of this proposal have been arrived at independently and without consultation, communication or agreement with any other Contractor or potential Contractor; * Neither the price nor the amount of this proposal have been disclosed to any other firm or person who is a Contractor or potential Contractor, and they will not be disclosed on or before the proposal submission deadline specified in the cover letter of this RFP: * No attempt has been made or will be made to induce any firm or person to refrain from submitting a proposal on this solicitation, or to submit a proposal higher than this proposal, or to submit any intentionally high or noncompetitive proposal or other form of complementary proposal;

5 * The proposal is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive proposal; * To the best knowledge of the person signing the proposal for the Contractor, the Contractor, its affiliates, subsidiaries, officers, directors, and employees are not currently under investigation by any governmental agency and have not in the last four (4) years been convicted or found liable for any act prohibited by federal, state, local or tribal law in any jurisdiction, involving conspiracy or collusion with respect to bidding or proposing on any public contract; * To the best knowledge of the person signing the proposal for the Contractor and except as otherwise disclosed by the Contractor in its proposal, the Contractor has no outstanding, delinquent obligations to any federal, state, local or tribal entity, including but not limited to, any tax liability.

GENERAL INFORMATION AND CONDITIONS

The Cherokee Nation will receive proposals from well-qualified firms to perform financial and compliance audits for the benefit of the Cherokee Nation as per the scope of work and terms and conditions contained in this Request for Proposal. The contract will contain a cancellation clause in favor of the Cherokee Nation. The Cherokee Nation will make this Request for Proposal and the successful bidder’s proposal a part of the contract.

All correspondence and questions regarding this Request for Proposal and requests for additional information must be directed to Rebecca Mitchell, C.P.M., Director of Acquisition Management, Cherokee Nation, at rebecca- [email protected]. No interpretation of the meaning of the Request for Proposal will be made to any Contractor orally. No telephone inquiries please. A copy of this Request for Proposal will be posted on the Cherokee Nation bid website www.cherokeebids.org under Cherokee Nation procurements icon. All questions regarding this RFP must be directed to Rebecca Mitchell, Cherokee Nation at [email protected] no later than 5:00 p.m., Friday, May 20, 2016. The Nation anticipates responding to any questions submitted on or before 5:00 p.m., Tuesday, May 31, 2016. Responses to any questions that may be posed or updates and/or addendums issued during the RFP process will be posted on the Cherokee Nation bid website www.cherokeebids.org under Cherokee Nation procurements. It is the responsibility of each bidder to monitor the Cherokee Nation bid website www.cherokeebids.org for information posted regarding this Request for Proposal. Failure of any Contractor to receive any such addendum or interpretation shall not relieve such Contractor from any obligation under their proposal as submitted. All addenda so issued shall become part of the contract documents. No contact

6 should be made with any Cherokee Nation personnel regarding this RFP other than to the individual named above.

Each proposal must be submitted in a sealed envelope bearing on the outside the name of the proposing firm and the name of the project for which the proposal is submitted. If forwarded by mail, the sealed envelope containing the proposal must be enclosed in another envelope addressed as specified above. Proposals will be accepted until 5:00 p.m., Tuesday, June 7, 2016. Seven copies of the proposal should be submitted. Proposals must be sealed and designated as “RFP – Financial Audits – DO NOT OPEN”. Proposals may be mailed to the attention of Rebecca Mitchell, C.P.M., Director of Acquisition Management, Cherokee Nation, P.O. Box 948, Tahlequah, Oklahoma, 74465, or may be hand delivered to Ms. Mitchell at the Cherokee Nation Financial Resources Building, located at 17665 S. Muskogee Avenue, Tahlequah, Oklahoma, 74464, which is approximately 3.5 miles south of Tahlequah on Highway 62. Any proposal received after the time stated above will not be considered.

Term: The contract award will be for two (2) years with an option for the Cherokee Nation to renew the contract annually for up to three (3) additional years. Contract award and renewals will be subject to availability of funds and satisfactory delivery of services. The contract will contain a cancellation clause in favor of the Cherokee Nation.

Indian Preference: Proposals will be accepted from Indian and non-Indian owned firms. Preference will be given to firms certified by the Cherokee Nation Tribal Employment Rights Office (TERO), P.O. Box 948, Tahlequah, Oklahoma, 74465. Proof of current certification (front and back) must accompany all proposals. To receive points during the evaluation process for Indian preference, offerors must demonstrate they will control, direct and perform at least 51% of the Scope of Services.

The work under this RFP may be subject to TERO regulations and fees. The successful firm will submit all applicable paperwork and pay all applicable fees prior to beginning work on this project. The successful bidder must have all paperwork submitted and all fees paid to TERO for agreement to be considered fully executed.

Modification of Proposals: Any offeror may modify his proposal at any time prior to the scheduled closing time for receipt of proposals, provided such communication is received in writing by the Cherokee Nation prior to the closing time.

Withdrawal of Proposals: Any proposal may be withdrawn prior to the above scheduled due date. Any proposals received after the date and time specified shall not be considered. No Contractor may withdraw a proposal within 30 days after the actual due date. Any Contractor may modify their proposal at any time

7 prior to the scheduled closing time for receipt of proposals, provided such communication is received in writing by the designated contact person for this Request for Proposal prior to the closing time. No public bid/proposal opening will be held. All proposals will be submitted based on the information contained in this Request for Proposal. Unless a specific note is made to the contrary, we will assume each Contractor’s proposal conforms to the specifications contained herein. All deviations to any part of these specifications must be submitted in writing and clearly identified. Any deviation deemed to be significant by the Nation will disqualify the proposal. Failure by Contractors to identify any such deviation(s) will not in the future accrue to the disadvantage of the Nation in any manner.

Subcontractors or Joint Ventures: Where two or more offerors desire to submit a single response to this RFP, they should do so on a prime- subcontractor basis rather than as a joint venture or informal team. The Nation will contract only with the Contractor and expects the Contractor to perform the work. Should the Contractor propose to employ a Subcontractor, the request must be made in writing to the Nation. The Nation must approve in writing any person, firm or party proposed by the bidder to award a subcontract. The Nation, in giving such acceptance, assumes no responsibility in connection with the terms of the Subcontractor and their performance will be the responsibility of the Contractor. All Contractors who determine a need for subcontracting must state so in the initial proposal.

Cost of Submitting Proposal: All costs in connection with the preparation and submission of this proposal will be paid by the Contractor. All proposals submitted in response to this RFP become the property of the Nation.

Confidentiality: It is understood any information submitted to the Contractor by the Nation in respect to this Request for Proposal embodies certain proprietary information and is loaned to the Contractor on a confidential basis. Any information acquired at the Nation or otherwise relating to processes belonging to the Nation incorporated into this Request for Proposal shall be kept confidential. The Contractor agrees not to use in any unauthorized manner or communicate to others any such confidential items without the prior written consent of the Nation and will undertake such measures as are necessary to require its employees and all approved Subcontractors or Joint Ventures to maintain complete confidentiality.

Debarment: By submitting a response to this Request for Proposal, the Contractor certifies to the best of their knowledge and belief that the Contractor, the firm, or any of its principals are not presently debarred, suspended, or proposed for debarment by any federal, state, local or tribal entity. This certification is a material representation of fact upon which reliance was placed when making award. If it is later determined the Contractor rendered an erroneous certification, in addition to other remedies available to the Nation or its

8 entities, the Nation may terminate the contract resulting from this Request for Proposal for default.

Verification of Scope of Work: Each Contractor must inform themselves fully of the Scope of Work and all terms and conditions in this Request for Proposal. Failure to do so will not relieve a successful Contractor of his obligation to carry out the provisions of this contract. All applicable laws and ordinances, and the rules and regulations of all authorities having jurisdiction over this project shall apply to the contract throughout, and they will be deemed to be included in the contract the same as though written out in full. Insofar as possible, the offeror, in performing work under this contract, will employ such methods or means as will not cause any interruption of or interference with the work of the Cherokee Nation.

Insurance Requirements: The Contractor shall purchase and maintain such insurance as will protect the Nation against any and all claims and demands arising from the execution of the contract. The Contractor shall maintain the following types of insurance and limits:

Before performing contractual services on the behalf of or for the Cherokee Nation, compliance with the following insurance requirements must be verified:

** Provide an original Certificate of insurance naming the Cherokee Nation as a certificate holder and additional insured with respect to general liability, automobile liability, and builders risk policies, as their interest may appear with respect to the operations defined in this proposal packet. The certificate shall reflect that coverage has been placed with an AM Best Rated Carrier of at least A IX and will contain the following information for each required coverage: 1) Type of insurance 2) Policy number 3) Effective date 4) Expiration date 5) Limits of Liability (this amount is usually stated in thousands) 6) Thirty day notice of cancellation, except ten-day cancellation clause will apply for nonpayment of premium.

** Required Coverages: 1) Worker's Compensation and Employer's Liability: Limits of Liability: Bodily Injury by Accident: $100,000 each accident Bodily Injury by Disease: $500,000 policy limit Bodily Injury by Disease: $100,000 each employee Oklahoma Statute requires Worker's Compensation coverage for anyone with one (1) or more employees. Contractor’s worker’s compensation

9 policy shall include a waiver of subrogation in favor of Cherokee Nation of Oklahoma.

2) General Liability: Coverages: Commercial (including products/completed operations). In addition to the additional insured endorsement, the commercial general liability policy shall also include a waiver of subrogation in favor of Cherokee Nation of Oklahoma. Limits of Liability: Bodily Injury and Property Damage Combined: $1,000,000 $2,000,000 General Liability aggregate and $5m aggregate (each occurrence) Products and Completed Operations: $1,000,000 With a $1,000,000 Personal/Advertising Injury Limit Professional Liability: $2,ooo,ooo per occurrence limit and a $5M aggregate.

3) Automobile Coverage: Vehicles Covered: All Autos Hired Autos Non-owned Autos ($1m/occurrence or $1m combined single limit) Limits of Liability: Bodily Injury and Property Damage Combined: $1,000,000

NOTE: The Contractor shall either: (1) require each of his subcontractors to procure and to maintain during the life of his subcontract, identical insurance for the type and in the same amounts as specified above, or (2) insure the activities of all subcontractors in his own policy. Each subcontractor policy must also name Cherokee Nation as an additional insured with respect to general liability and auto liability.

Governing Laws and Contract: The Cherokee Nation will make this Request for Proposal and the successful Contractor’s proposal a part of the contract. This Request for Proposal and any subsequent contract shall be construed under the laws of the United States and where applicable, the Cherokee Nation. Nothing in this Request for Proposal, any subsequent documents or contract shall be construed as a waiver of limitation upon the Nation’s sovereign immunity. To the extent this statement is found to be inconsistent with any other language in this Request for Proposal or any subsequent document or contract, this statement shall control. This statement shall survive the completion or termination of any subsequent contract. By submitting a proposal in response to this Request for Proposal, the Contractor agrees to these terms and conditions. In the event of

10 any dispute which may affect this Agreement, the Contractor agrees the Agreement shall be governed by the laws of the United States, and where applicable, the laws of the Cherokee Nation. The Cherokee Nation will make the final decision on the contract format to be utilized for any award(s) under this procurement.

Nation’s Right to Inspect: The Nation reserves the right to inspect and investigate thoroughly the establishment, facilities, equipment, business reputation and other qualifications of the Contractor and any proposed Subcontractors and to reject any proposal irrespective of price if it shall be administratively determined that the Contractor is deficient in any of the essentials necessary to assure acceptable standards of performance. The Nation reserves the right to continue this inspection procedure throughout the life of the contract that may arise from this RFP.

Evaluation Process: An Evaluation Committee of qualified persons will evaluate each proposal received. As part of the evaluation process, the Committee reserves the right to direct Acquisition Management to contact responding parties with questions regarding the proposal. The Committee reserves the right to schedule presentations with prospective Contractors. Contractors may be asked to provide additional data or oral discussion for the purpose of addressing identified concerns or questions in the proposal, clarify any ambiguities, and discuss aspects of the cost and/or delivery of services. The Committee may make such investigations as they deem necessary to determine the ability of the Contractor to perform the work, and the Contractor shall furnish to the Committee all such information and data for this purpose as may be requested.

Technical Evaluation: Each technical proposal that is timely received will be independently evaluated in accordance with the Evaluation Criteria in this Request for Proposal.

Cost/Price Evaluation: After review of all technical proposals, cost/price proposals shall be reviewed primarily in terms of relation to technical proposals. The technical appraisal of proposed prices should focus on the level of system services and the necessary support resources under the contract requirements.

Pre-Award On-Site Visit: Prior to award of a contract, the Cherokee Nation reserves the right to conduct a pre-award survey of any offeror under consideration to confirm any part of the information furnished by the offeror, or to require other evidence of interim system managerial, financial, technical, and other capabilities which is determined by the Cherokee Nation to be necessary for the successful performance of the contract. The Cherokee Nation may solicit from all available sources additional experience data concerning an offeror’s past performance and will consider such information in its evaluation. Offerors should refer also to section regarding Qualifications of Offerors.

11 Award Without Discussion: Negotiations may be conducted with offerors whose proposals are in the competitive range; however, the Cherokee Nation reserves the right to award a contract on the basis of initial proposals submitted without negotiation and without a call for best and final offers. Award of an initial contract will not obligate the Cherokee Nation to exercise any contractual option. Prior to exercising any option, the Cherokee Nation will make a determination that: Funds are available The requirement covered by the option fulfills an existing need of the Cherokee Nation The exercise of the option is the most advantageous method of fulfilling the Cherokee Nation’s need, price and other factors considered. Failure to exercise an option(s) shall not obligate the Cherokee Nation to pay any charges other than the contract price including exercised options.

Oral or Written Presentation: Oral or written presentations supporting the written proposal for this effort may be requested during the selection process. Offerors may be asked to provide additional data or oral discussion for the purpose of addressing identified deficiencies in the technical proposal, clarify any ambiguities, and discuss aspects of the cost proposal. After these presentations, offerors may be requested to submit revisions or a best and final offer. The date of final receipt of such offer will be common to all offerors. The Technical Proposal Evaluation Team will reassess each proposal and prepare a supplemental report to the Director of Acquisition Management, who, after consideration of the report, shall select the proposal, which offers the best combination of technical merit and related costs.

Notification of Award – Award information will be posted to the Cherokee Nation bid website www.cherokeebids.org when a contract is fully executed.

Term of Contract - The contract period shall begin from the date of award through September 30, 2017.

Fiscal Year 2016 October 1, 2015 to September 30, 2016 Fiscal Year 2017: October 1, 2016 to September 30, 2017

With options for renewal as follows: Fiscal Year 2018: October 1, 2017 to September 30, 2018 Fiscal Year 2019: October 1, 2018 to September 30, 2019 Fiscal Year 2020: October 1, 2019 to September 30, 2020

12 Evaluation Criteria - A description of each of the evaluation factors, together with the method of evaluation, is set forth below. Mandatory requirements and experience factors will be scored. Offerors are cautioned not to minimize the importance of adequate responses in any area.

I. Technical Evaluation 1) Work Plan and Staffing Plan The Contractor shall provide a general staffing plan including the names of those acting in any management capacity for each engagement. 2) Right of Refusal The Nation shall have the right to decline any staff of the Contractor’s staff and/or management who are working on the engagement. 3) Experience A) Describe previous experience with the following: 1) Tribal Governments 2) Tribal Organizations 3) Gaming or Indian Gaming 4) Diversified Businesses 5) Federal Contracting 6) Healthcare 7) Federal Grants 8) Charter Schools B) Corporate 1) Offeror is properly licensed for public practice as a Certified Public Accountant in the State of Oklahoma 2) The offeror meets all applicable industry standards for independent auditors 3) The offeror meets any other specific qualification requirements imposed by Tribal, Federal, State or Local law. C) Team Member Experience 1) Resumes 2) Similar Project Participation Over the Past 3 Years

D) Past Experience (in last 3 years) 1) Audits that match the scope of work required under the Request for Proposal will be evaluated higher than audits that do not match the required work. Offerors who have performed the same audit or similar audits as that required under the Request for Proposal will be evaluated higher than offerors who have not performed the same or similar audits. 2) Offerors who have performed audits that correspond closely or exceed the complexity of the required audit will receive

13 higher evaluation than offerors whose past experience is limited to less complex tasks. 3) Offerors who have performed audits that are of the same approximate size (dollar value) or larger than the proposed contract will be evaluated higher than offerors whose experience is limited to contracts smaller than the proposed contract. 4) Offerors who have worked previously with Tribal Governments and organizations will be evaluated higher than those who have not. 4) References (clients within last 3 years) A minimum of three (3) corporate references, including name of principle, title and phone number, are to be provided for each line of business. A) Tribal Governments B) Gaming C) Health Care D) Housing E) Manufacturing F) Government Contracting 5) Other – Public Service A) GASB – Offeror shall include information as to their connectivity with the GASB; B) Indian Country Soft Skills – Offeror shall describe any activities relating to service in Indian Country including scholarships awarded to Native American students and/or Native American student Intern programs. Sponsorships of tribal conferences, initiatives, etc. should also be disclosed.

II. Cost Evaluation 1. Total proposal price for 3 years 2. Price rate blended for each component unit

III. Other 1. Indian Preference - Proposals will be accepted from Indian and non-Indian firms. Preference will be given to firms certified by the Cherokee Nation Tribal Employment Rights Office (TERO), P.O. Box 948, Tahlequah, Oklahoma, 74465. Proof of current certification (front and back) 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 the Services.

The work under this RFP may be subject to TERO regulations and fees. The successful firm will submit all applicable

14 paperwork and pay all applicable fees prior to beginning work on this project.

2. Deliverables – The following table describes the due dates for deliverables required by this contract. Each component unit or organization has one or more specific audit requirement to meet. All final audit reports shall go to the Treasurer of the Cherokee Nation or the CFO of CNB. In addition, reports will be presented to the CNE Tribal Compliance Agency as required herein and the Audit Committees of applicable entities.

15 TCA – CNE Aerospace Tribal FY 2016 Cherokee Cherokee Will Rogers Cherokee CNE Gaming CNB Products Citizenship Nation CRC Downs Charter School Reports S.E., Inc. Audit

Year end 30-Sep 30-Sep 30-Sep 30-Sep 30-Sep 30-Sep 30-Sep 30-Sep 30-Apr

Progress Each Month Each Month Each Month Each Month Each Month Each Month Each Month Report on the 15th on the 15th on the 15th on the 15th on the 15th on the 15th on the 15th

Including On all investments Combining of locations in majority Net Assets plus blended owned components businesses MICS and state OHRC Agreed Upon compact Compliance Procedures compliance letters as letters as required required Draft Audit & 1 Mar 15-Dec 5-Jan 15-Jan 15-Dec 15-Dec 15-Dec 1-Mar Mgmt Letter 10 copies 10 copies 10 copies 10 copies 10 copies 10 copies 10 copies Final Audit & 30 Mar 15-Jan 28-Jan 28-Jan 31-Dec 31-Dec 31-Dec 25 30-Mar 30-June Mgmt Letter 40 copies 25 copies 25 copies 5 copies 25 copies 25 copies copies 30 copies 30 copies CNB CFO CNB CFO CNB CFO CNB CFO CNB CFO CNB CFO Reports are Treasurer and and and and and and Treasurer Treasurer sent to: Treasurer Treasurer Treasurer Treasurer Treasurer Treasurer

- 16 - Award: An award for this project will be made subject to available funding. An award for this project will be made at the discretion of the Nation. The Nation reserves the right to determine a proposal acceptable in terms of meeting Request for Proposal requirements. The Nation reserves the right to accept or reject any and all proposals received and may negotiate with Contractors regarding the terms of their proposals or parts thereof. The Nation reserves the right to award a contract in the best interests of the Nation. The Nation is not obligated to award the contract based on cost alone. All proposals, documents, and paperwork associated with this Request for Proposal become the property of the Nation.

The Cherokee Nation may make such investigations as they deem necessary to determine the ability of the Contractor to perform the work and the Contractor shall furnish to the Cherokee Nation all such information and data for this purpose as the Cherokee Nation may request. The Cherokee Nation reserves the right to reject any submittal if the evidence submitted by, or investigation of, such Contractor fails to satisfy the Cherokee Nation such Contractor is properly qualified to carry out the obligations of the contract and to complete the work contemplated herein. Conditional bids will not be accepted.

Drug Free and Tobacco Free Workplace: The Contractor understands and recognizes that all Cherokee Nation buildings, whether leased or owned by the Nation to be a tobacco free workplace. The Contractor will ensure all employees, subcontractors, and other workers will abide by this policy.

Assignment: No assignment of the contract or of any right or obligation under this RFP will be made by either party without the prior consent of the non- assigning party.

Audit/Examination/Retention of Records: The Contractor, any subcontractors, or joint ventures shall maintain books and records related to the performance of this contract in accordance with applicable law, terms and conditions of any contract with the Nation, and generally accepted accounting standards. Contractor shall maintain these books and records for a minimum of three (3) years after the completion of the contract, final payment, or completion of any contract, audit, or litigation, whichever is later. All books and records shall be available for review or audit by the nation, its representatives, and other governmental entities with monitoring authority upon reasonable notice and during normal business hours. Contractor agrees to cooperate fully with any such review or audit.

- 17 - INSTRUCTIONS FOR PREPARATION OF PROPOSALS

Each proposal submission must be submitted in two sections. The first section shall contain a Technical Proposal and the second section shall contain the Cost Proposal. The following considerations shall be addressed in the proposal;

Technical Proposal

1. Work Plan - The work plan includes the audits of the Cherokee Nation and its component units, Cherokee Nation Businesses, LLC and Cherokee Charter School. Component units of Cherokee Nation Business to be included in the annual consolidated audit proposal are listed at Attachment I. Two or more additional component units of Cherokee Nation Business may be added to the annual audit requirement each year. At the discretion of the Cherokee Nation Businesses Audit Committee, two or more of the component units may be selected annually for financial audits. Each entity’s general purpose financial statements shall be audited as well as an audit of compliance to the law and regulations related to federal and state grants. In addition, Federal and Tribal Minimum Internal Control standards and State Compact regulations require certain financial and compliance reports. Oklahoma Horse Racing Commission (OHRC) regulations may require an additional compliance report related to Will Rogers Downs operations. The audits shall be conducted in accordance with Generally Accepted Auditing Standards, standards applicable to financial audits contained in Government Auditing Standards, Office of Management and Budget 2 CFR Part 200, provisions of the Consolidated Audit Guide for Audit of HUD Programs and the Single Audit Act Compliance Supplement.

The audits will be performed on site of the particular component unit or related organization being audited. The component units have varying reporting requirements that the auditor will need to address. Consideration should be given to testing and support available through internal audit departments of the Cherokee Nation and its component units.

2. Requirements of Completion of Deliverables - The annual audit report for the period ending September 30, 2016 shall be submitted within 30 days of completion of the audit but no later than March 30, 2017. All subsequent reports shall be submitted within 30 days after completion of the audit, but no later than 150 days after the end of the audit period. See Table under section labeled Deliverables on page 16. NIGC required financials and reports must be written within 120 days after the end of the fiscal year of gaming operations, therefore all of CNE’s reports must be finalized in advance (25 CFR 571.12).

3. References – The Contractor shall provide a minimum of three (3) corporate references for each line of business as follows; Gaming, manufacturing, tribal

- 18 - government, housing, non-gaming for profit enterprises. Each reference shall include the name of the principle, the title and the phone number. The references should be relative to the last three years of business.

Cost Proposal

The cost proposal will consist of professional fees and out-of-pocket expenses identified with each audit in the proposal. The professional fees should be stated for a Partner, Senior Manager, Manager and other staff; then a blended rate should be calculated and applied to each of the proposed audit projects. The out-of-pocket expenses can be estimated or a percentage applied.

Partner $ hr Sr. Manager $ hr Manager $ hr Other staff $ hr

Professional Fees:

FY 16 FY17 FY 18 Total $

Hrs. $ Hrs. $ Hrs. $

Cherokee Nation

Cherokee Nation Businesses (CNB)

Cherokee Nation Entertainment (CNE)

Will Rogers Downs (WRD)

Cherokee CRC, LLC (CCRC)

Aerospace Products S.E., Inc. (APSE)

Tribal Compliance Agency – CNE Gaming reports

SUB-TOTAL FEES

Out of Pocket Costs:

FY 16 FY 17 FY 18 Total $

Cherokee Nation $ $ $ $

A.. Travel – Provide Details

- 19 - B. Supplies

C. Typing, etc.

Sub-Total - OUT OF POCKET

FY16 FY 17 FY 18 Total $ Cherokee Nation Businesses, LLC $ $ $ $

A.. Travel – Provide Details

B. Supplies

C. Typing, etc.

Sub-Total - OUT OF POCKET

FY16 FY 17 FY 18 Total $ Tribal Compliance Agency – CNE Gaming Reports $ $ $ $

A.. Travel – Provide Details

B. Supplies

C. Typing, etc.

Sub-Total - OUT OF POCKET

FY16 FY 17 FY 18 Total $ Cherokee Nation Entertainment, LLC $ $ $ $

A.. Travel – Provide Details

B. Supplies

C. Typing, etc.

Sub-Total - OUT OF POCKET

FY16 FY 17 FY 18 Total $ Will Rogers Downs, LLC $ $ $ $

A.. Travel – Provide Details

B. Supplies

C. Typing, etc.

Sub-Total - OUT OF POCKET

FY16 FY 17 FY 18 Total $ Cherokee CRC, LLC $ $ $ $

A.. Travel – Provide Details

B. Supplies

C. Typing, etc.

Sub-Total - OUT OF POCKET

FY16 FY 17 FY 18 Total $

- 20 - Aerospace Products S.E., Inc. $ $ $ $

A.. Travel - Provide Details

B. Supplies

C. Typing, etc.

Sub-Total - OUT OF POCKET

FY 16 FY 17 FY 18 Total $ Cherokee Charter School $ $ $ $

A.. Travel - Provide Details

B. Supplies

C. Typing, etc.

Sub-Total - OUT OF POCKET

FY 16 FY 17 FY 18 Total $ Cherokee Citizenship Audit $ $ $ $

A.. Travel - Provide Details

B. Supplies

C. Typing, etc.

Sub-Total - OUT OF POCKET

Summary of all costs:

FY16 FY17 FY18 Total Out of Out of Out of Professional Pocket Professional Pocket Professional Pocket Fees Costs Fees Costs Fees Costs Cherokee Nation Cherokee Nation Businesses, LLC TCA-CNE Gaming Cherokee Nation Entertainment , LLC Will Rogers

- 21 - Downs, LLC Cherokee CRC, LLC Aerospace Products S.E., Inc. Cherokee Charter School Cherokee Citizenship Audit Total of Fees and Expenses

- 22 - ATTACHMENT A

Audit Information for RFP

Organization

The Cherokee Nation is the sovereign Tribal Government of the Cherokee people and functions within the framework of the Cherokee Constitution adopted in 1975 and amended in 2003. The tribal service jurisdictional area is in 14 counties of Northeastern Oklahoma and is headquartered in Tahlequah, Oklahoma. The fiscal year begins on October 1 and ends on September 30. The government is composed of three branches, Executive, Legislative and Judicial.

Organizational Description

The Cherokee Nation has approximately 3,600 employees and receives funding from some 36 funding sources that includes funding from federal agencies, state agencies, corporate and private funding sources, enterprise activities, various land and lease operations and trust funds.

Summary of Significant Accounting Policies and Specific Audit Requirements a) Financial compliance audit for FY 2016 through FY 2017, with option to renew for FY 2018, FY 2019 and FY 2020. b) Internal control review for each year for which the audit is performed. c) Management Letter for each year for which the audit is performed should include findings and recommendations relative to internal controls, fiscal affairs and other significant observations. All reports required by 2 CFR Part 200 must be provided. d) Audit performed in accordance with GAAS, GASB, and OMB Circular Requirements, Cost Principles, and Audit Requirements for Federal Awards (Super Circular) 2 CFR Part 200, etc. (Yellowbook). e) Summary of significant accounting principles. f) Listing of Grants and Contracts (See Schedule of Federal Financial Assistance). g) Presentation of Selected Account Data for FY 2015: Volume Statistics Annual Budget $795,000,000 Funding Sources 36 Number of Active Budgets 515

- 23 - MONTHLY ESTIMATE Monthly Estimated Accounts Payable Checks and ACH payments: 800 Monthly Estimated Payroll Direct Deposits 600 Monthly Estimated Deposits Processed 3700

1. Description of hard copy records and audibility for Financial Resources Department for FY 2016 (i.e.-location, types of records available, hard copy reports available). Hard copy information is available in the Financial Resources Department. 2. Description of automated data/reports available for FY 2016. Most of the financial data is available in electronic form. 3. Description of hardware & software environment used for the Cherokee Nation accounting functions. See MIS environment below. 4. Accounting procedures (See Manual of Accounting Policies and Procedures).

MIS Environment

The Nation utilizes the Lawson Enterprise Resource Planning system Other software packages include Microsoft office applications, Kronos timekeeper and Cerner (patient management system for health care operations).

Names of CEO and CFO

Principal Chief: Bill John Baker Treasurer: Lacey A. Horn

- 24 - ATTACHMENT B

CHEROKEE NATION BUSINESSES, LLC Audit Information for Joint RFP

Organization

Cherokee Nation Businesses, LLC (CNB) is a discretely presented component unit of the Cherokee Nation (the Nation) and is reported as such in the Nation’s comprehensive annual financial report. CNB is a tribal limited liability company of the Nation. It was created in June 2004 to provide shared services and strategic coordination of the Nation and to act as a holding company for certain Nation investments in business enterprises. CNB and the companies it owns are managed by a common CEO, CFO and Board of Directors.

Organizational Description

CNB’s corporate headquarters is located in Catoosa, OK. A listing of CNB’s blended component units is attached as Attachment I. CNB currently employs approximately 375 staff. Total employees for CNB and its subsidiaries is 6300. Our fiscal year end is September 30.

Summary of Significant Accounting Policies and Audit Requirements

CNB’s accounting and reporting policies conform to generally accepted accounting principles for units of local government as promulgated by the Governmental Accounting Standards Board (GASB) as well as all applicable GASB and FASB pronouncements.

a) FY 2016 – 2017, with option to renew for FY 2018, FY 2019 and FY 2020 b) Internal control review for each year for which the audit is performed c) Management Letter for each year for which audit is performed should include recommendations relative to internal controls, fiscal affairs and other significant observations d) Audit performed in accordance with GAAS e) Summary of significant accounting principles f) Audited Financial Statements presented in accordance with GASB g) Combining schedules of Net Position for all majority owned investments h) Combining schedules of Revenues, Expenses and Changes in Net Position for all majority owned investments i) Deliverables – on or before January 28, present audit and management letter to CNB Board of Directors/Audit Committee.

- 25 - MIS Environment

CNB utilizes a Microsoft Windows environment. PeopleSoft Enterprise Resource Planning system, Deltek and Accura systems are used for financial reporting and human capital management. Kronos is used for timekeeping.

Volume Statistics

Capital Assets Approx. $615 Million Revenue Approx. $925 Million (annually)

Monthly Estimate Accounts Payable Checks and ACH 5,060 Payroll Checks and ACH 12,871 Deposits Processed 6,500

Names of CEO and CFO

Chief Executive Officer: Shawn Slaton Chief Financial Officer: Doug Evans

- 26 - ATTACHMENT C

CHEROKEE NATION ENTERTAINMENT, LLC. Audit Information for RFP

Organization

Cherokee Nation Entertainment, LLC (CNE) is a tribal limited liability company organized under the laws of the Nation which operates eight State compacted gaming casinos, a horse racing facility with electronic gaming machines, two retail smoke shop facilities that includes electronic gaming machines and other retail facilities, including an additional smoke shop, a travel plaza, convenience stores and gift shops. CNE’s gaming entertainment operations include food and beverage venues, hotels, live entertainment venues and two 18-hole golf courses and one 9-hole golf course. CNE’s blended component units include: Will Rogers Downs, LLC, Cherry Springs Golf Club, Inc. and Will Rogers Downs Disseminating, LLC.

Organizational Description

CNE’s corporate headquarters is located in Catoosa, OK. Employee population is approximately 4,000 with the gaming section being the largest component. The company has a gaming and non-gaming division. Each casino has a general manager reporting to the Sr. Vice President of Operations. Each non-gaming facility has a store/location manager, some reporting up through Gaming Operations, while others report to Marketing. All CNE operations report to the COO. CNE is under the oversight of the CNB CEO and Board of Directors. Accounting is performed at each gaming facility with consolidations and financial reporting performed at corporate by the CNB Chief Financial Officer and staff. Our fiscal year end is September 30.

Summary of Significant Accounting Policies and Audit Requirements:

j) FY 2016 – 2017, with option to renew for FY 2018, FY 2019 and FY 2020 k) Internal control review for each year for which the audit is performed l) Management Letter for each year for which audit is performed should include recommendations relative to internal controls, fiscal affairs and other significant observations m) Audit performed in accordance with GAAS n) Summary of significant accounting principles o) Audited Financial Statements presented in accordance with GASB p) Combining schedules of Net Position for all majority owned investments

- 27 - q) Schedules of Net Position, Revenues, Expenses and Changes in Net Position and Cash Flows for NIGC-Regulated Gaming Operations r) Audited schedule of Adjusted Gross Revenue and Exclusivity Fees. s) Deliverables – on or before January 15, present audit and management letter to CNB Board of Directors/Audit Committee.

The Tribal Compliance Agency (TCA) is responsible for an audit of each gaming facility, which may be performed in conjunction with the corporate audit to be submitted to the Nation Indian Gaming Commission (NIGC) by February 1st each year. Please refer to the attached TCA information outlining such requirements.

MIS Environment

CNE utilizes CNBs Microsoft Windows, PeopleSoft and Kronos environments. Additionally, CNE uses Bravo and IGT’s Advantage systems. Retail locations use MICROS and Nucleus POS software. Food and Beverage locations use MICROS. Hotel and Golf operations use the OPERA system and Cenium. Cage uses Casino Insight from Casino Cash Trac. For Title 31 tracking, CNE uses NeWave.

Volume Statistics

Capital Assets Approx. $560 Million Revenue Approx. $615 Million (annually)

- 28 - ATTACHMENT D

Cherokee Charter School

Audit Information for RFP

Organization

The Cherokee Charter School is a language immersion school operated as a Charter School in accordance with the laws of the State of Oklahoma.

Organizational Description

This is a Pre-K through 8th grade school operated in Tahlequah, Oklahoma which receives funding from the State of Oklahoma and the Cherokee Nation.

Summary of Significant Accounting Policies and Specific Audit Requirements

Financial statements will be audited in accordance with the State of Oklahoma Regulatory Basis of Accounting.

MIS Environment

The Cherokee Charter School utilizes the Lawson Enterprise Resource Management System in addition to the Oklahoma Cost Accounting System (OCAS).

Volume Statistics

Operates a Pre-K through 8th grade language immersion school.

Names of the CEO and CFO

Principal: Holly Davis Principal Chief: Bill John Baker Treasurer: Lacey A. Horn

- 29 - ATTACHMENT E

CHEROKEE NATION GAMING COMMISSION Tribal Compliance Agency Audit Information for Joint RFP

Organization

The Gaming Commission of the Cherokee Nation has been established as part of the Executive Branch of the sovereign government of the Cherokee Nation, in order to carry out the responsibilities of the Cherokee Nation pursuant to the Indian Gaming Regulatory Act, 25 U.S.C. sections 2501 et seq., the Regulations of the National Indian Gaming Commission, 25 C.F.R. section 501 et seq., and the provisions of the Cherokee Nation Tribal Gaming Act, 4 CNCA section 1 et seq., and acting as the Tribal Compliance Agency as set forth in the Tribal-State Compact, part 5, F; as such, we are requesting proposals to perform financial and compliance audits of Cherokee Nation Entertainment, LLC (CNE), a tribal limited liability company wholly owned by CNB, a tribal limited liability company wholly owned by the Cherokee Nation, which operates nine (9) licensed gaming operations in Northeastern Oklahoma (within the 14-county Cherokee Nation jurisdiction). In addition, CNE operates several other small businesses; the audit for CNE’s gaming operations may be performed in conjunction with the consolidated corporate audit.

Reporting Requirements

The Cherokee Nation Gaming Commission is requesting proposals to perform a Certified Financial Statement Audit of the gaming operations of Cherokee Nation Entertainment, LLC as of fiscal year ending September 30. The audit is to be conducted in accordance with Generally Accepted Auditing Standards and would include the following reports.

 Report on Financial Statements (Independent Auditor’s Report).

 Report on audit of the balance sheet and related statement of revenues, expenses, and changes in retained earnings, and cash flow.

 Report to Management and Tribal Compliance Agency.

 Report on Compliance with Laws and Regulations; including a Report on Compliance with Minimum Internal Control Standards promulgated by the Cherokee Nation Gaming Commission inclusive of any National Indian Gaming Commission approved variances and compliance with Tribal- State Compact provisions for each of the CNGC licensed facilities.

- 30 -  Separated financial statements and compliance reports should be issued for each gaming operation individually, and not include such non-gaming activities as hotel, golf course, or other non-gaming related businesses. Further, all revenues generated from Covered/Compacted games shall be reported and audited separately from Class II games.

 In accordance with Tribal-State Compact, Schedule of Adjusted Gross Revenues and Exclusivity Fees and related Independent Auditor’s Report.

 All gaming related contracts that result in purchases of services, supplies, licenses, etc. for more than $25,000 in any year (except contracts for professional legal or accounting services) shall be specifically included within the scope of the audit. The inclusion of such contracts specifically within the scope of the audit implies that they be subjected to relevant audit procedures and shall be included in the presentation of selected accounting data.

 The selected Audit firm shall report directly to the Cherokee Nation Gaming Commission regarding all gaming related issues, including the use of net gaming revenues. Reporting contingencies shall include notice of all entrance, interim, and exit conferences with management, and notice of scheduled fieldwork in regards to licensed gaming operations. The State Compliance Agency may have access to all work papers concerning Covered/Compact games and may meet with the auditor upon request.

 The independent auditor must perform their audit in accordance with generally accepted auditing standards and must express an opinion on the financial statements. The Audit firm shall have unrestricted access to all records, books, policies and procedures, etc. necessary to perform their audit and express an opinion. Limitations by the Tribe or management of the gaming operation on the auditor’s scope of work are unacceptable and shall be reported to the Cherokee Nation Gaming Commission.

 The independent auditor must conform to the requirements established by the Commission, inclusive of the NIGC requirements outlined in the Cherokee Gaming Commission Minimum Internal Control Standards (CNGC MICS), Section 3 – Compliance, CPA Testing and Guidelines.

1. Submit brief resumes of the key staff members that would be involved in the audit, including anticipated hours of each staff member on the audit (may be submitted as part of cost proposal).

2. Provide a list of Indian gaming operations, the firm has or currently serves.

- 31 - 3. Provide and coordinate staffing plan for year-end observations and compliance activities.

Deliverables

The National Indian Gaming Commission (NIGC) required financials and reports must be written within 120 days after the end of the fiscal year of gaming operations, therefore all of CNE’s reports must be finalized in advance (25 CFR 571.12) and shall be submitted through the Director of the Cherokee Nation Gaming Commission to the NIGC and present the audit report, management letter, and MICS compliance report to the Gaming Commission on or before January 27.

Names of Chairman and Director

Gaming Commission Chairman: John Sparks Director: Jamie Hummingbird

- 32 - ATTACHMENT F

WILL ROGERS DOWNS, LLC. Audit Information for RFP

Organization

Will Rogers Downs, LLC (WRD) is a tribal limited liability company organized to own and operate a horse racing and gaming facility and ancillary activities on nontribal lands in Claremore, Oklahoma. CNE is the sole member owning 100% of the units of WRD. WRD is under the jurisdiction of the State Compact and the Oklahoma Horse Racing Commission (OHRC).

Organizational Description

WRD is as a blended component unit of CNE, which is a component unit of CNB. Day to day operations at WRD is under the management of CNE COO. WRD is under the oversight of the CNB CEO and direction of the CNB Board of Directors. Employee population is approximately 200. Kronos is used for timekeeping and payroll is processed by the CNB Payroll Department. Accounts payable for WRD is processed by the CNB Accounts Payable Department. Accounting is performed at the location with consolidations and financial reporting performed at CNB corporate by the CNB Chief Financial Officer and staff. Our fiscal year end is September 30.

Summary of Significant Accounting Policies

Audit Requirements:

t) FY 2016 – 2017, with option to renew for FY 2018, FY 2019 and FY 2020 u) Internal control review for each year for which the audit is performed v) Management Letter for each year for which audit is performed should include recommendations relative to internal controls, fiscal affairs and other significant observations w) Audit performed in accordance with GAAS x) Summary of significant accounting principles y) Audited Financial Statements presented in accordance with GASB z) Deliverables – on or before January15, present audit and management letter to CNB Board of Directors/Audit Committee.

MIS Environment

Included in CNE MIS environment.

- 33 - 5. Volume Statistics

Revenues (annually) Approx. $ 24 Million Capital Assets Approx. $ 6 Million

- 34 - ATTACHMENT G

AEROSPACE PRODUCTS S.E., Inc. Audit Information for RFP

Organization

Aerospace Products S.E., Inc. (APSE) was formed in 1987 in Huntsville, Alabama. On August 28, 2009 CNB acquired 75% of the stock of APSE, and APSE Holdings, LLC. acquired 25%. APSE earns revenues predominately from the distribution and management of military specification, high-strength aircraft parts to customers located throughout the United States.

Organizational Description

APSE’s corporate headquarters is located in Huntsville, Alabama and has offices in San Antonio, TX and Wichita, KS. The CNB interest in APSE is managed by the CNB CEO and under the direction of the CNB Board of Directors. CNB accounts for the investment in APSE using the equity method. Our fiscal year end is September 30.

Summary of Significant Accounting Policies

Audit Requirements: aa)FY 2016 – 2017, with option to renew for FY 2018, FY 2019 and FY 2020 bb)Internal control review for each year for which the audit is performed cc) Management Letter for each year for which audit is performed should include recommendations relative to internal controls, fiscal affairs and other significant observations dd)Audit performed in accordance with GAAS ee)Summary of significant accounting principles ff) Audited Financial Statements presented in accordance with FASB gg)Deliverables – on or before January 15, present audit and management letter to CNB Board of Directors/Audit Committee.

MIS Environment

APSE utilizes Microsoft Nav 4.0 for financial reporting and a third party service provider for payroll processing.

Volume Statistics

Revenues Approx. $ 11 Million (annually) Total Assets Approx. $ 6 Million

- 35 - ATTACHMENT H

CHEROKEE CRC, LLC Audit Information for RFP

Organization

Cherokee CRC, LLC (CCRC) is a tribal owned limited liability/ 8(a) company organized under the laws of the Cherokee Nation. CCRC was formed in March 2005 by CNB (51% ownership) and an individual (49% ownership). The targeted business of CCRC is to engage in the business of providing services to customers in the businesses described in the North American Industry Classification Codes 54162 (Environmental Consulting Services), 541330 (Engineering Services), 562910 (Remediation Services), 541710 (Research and Development in the Physical, Engineering and Life Sciences), 541380 (Testing Laboratories) and to customers in homeland security under governmental contracts which Section 8(a) status provides a competitive advantage.

Organizational Description

CCRC’s corporate headquarters is located in Tulsa, OK. CNB interest is managed by the CNB President of CNB Services Division and under the oversight of the CNB CEO and Board of Directors. CNB accounts for the investment in CCRC using the equity method. Our fiscal year end is September 30.

Summary of Significant Accounting Policies

Audit Requirements: hh)FY 2016– 2017, with option to renew for FY 2018, FY 2019 and FY 2020 ii) Internal control review for each year for which the audit is performed jj) Management Letter for each year for which audit is performed should include recommendations relative to internal controls, fiscal affairs and other significant observations kk) Audit performed in accordance with GAAS ll) Summary of significant accounting principles mm) Audited Financial Statements presented in accordance with FASB nn)Deliverables – on or before January 15, present audit and management letter to CNB Board of Directors/Audit Committee.

MIS Environment

Deltek is the software utilized for accounting and payroll at CCRC.

- 36 - Volume Statistics

Revenues Approx. $23 Million (annually) Total Assets Approx. $8 Million

- 37 - ATTACHMENT I

CHEROKEE NATION BUSINESSES, LLC Audit Information for RFP

Blended component units of CNB

Wholly Owned Subsidiaries  Cherokee Nation Entertainment, LLC (CNE) CNE blended components: o Will Rogers Downs, LLC (WRD) o Cherokee Hotels, LLC (CH) o Cherry Springs Golf Club, Inc (CSGC) o Will Rogers Downs Disseminating, LLC (WRDDS)  Cherokee Nation Industries, LLC (CNI)  CND, LLC  Cherokee Nation Red Wing, LLC (CNRW)  Cherokee Nation Office Solutions, LLC (CNOS)  Cherokee Nation Aerospace and Defense, LLC (CNAD)  Cherokee Nation Metal Works, LLC (CNMW)  Cherokee Services Group, LLC (CSG)  Cherokee Nation Technologies, LLC (CNT)  Cherokee Nation Property Management, LLC (CNPM)  Cherokee Nation Technology Solutions, LLC (CNTS)  Cherokee Nation Construction Services, LLC (CNCS)  Cherokee Nation Management & Consulting, LLC (CNMC)  CNB Economic Development Company, LLC (CNB EDC)  Cherokee Nation Mission Solutions, LLC (CNMS)  Cherokee Nation Government Solutions, LLC (CNGS)  Cherokee Nation Assurance, LLC (CNA)  Cherokee Nation Defense Solutions, LLC (CNDS)  Cherokee Nation Security & Defense, LLC (CNSD)  Cherokee Medical Services, LLC (CMS)  Cherokee Nation Healthcare Services, LLC (CNHS)  Cherokee Nation Support, Service & Solutions, LLC (CN3S)  Cherokee Nation Environmental Solutions, LLC (CNES)  Cherokee Nation Construction Resources, LLC (CNCR)  Cherokee Nation Facilities Management, LLC (CNFM)  Cherokee Nation Research Laboratories, LLC (CNRL)  Blue Ribbon Downs Training, LLC (CRDT)

- 38 - Joint Ventures  Cherokee CRC, LLC (CCRC)  Aerospace Products S.E., Inc. (APSE)

- 39 - ______Print Name

______Title

______Company

______Physical Address

______City/State/Zip

______Date

______E-Mail Address

______Telephone Number

______Fax Number

______Signature of Authorized Individual

- 40 - ATTACHMENT J

SAMPLE Contract

- 41 - SAMPLE CHEROKEE NATION MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (hereinafter referred to as “AGREEMENT ”), is made and entered into this ______day of ______, 2016, by and between the Cherokee Nation, P.O. Box 948, Tahlequah, Oklahoma 74465, Federal Identification Number 73-0757033 (hereinafter referred to as the “NATION”), and Insert Name, address, city, state, Zip code, Federal Identification Number or Social Security Number (hereinafter referred to as “CONTRACTOR”).

The NATION is a sovereign nation and enjoys the full privileges of a sovereign’s immunity from suit, as recognized by Congress and the United States Supreme Court. Execution of this Agreement shall not be construed to be a waiver of sovereign immunity, and neither shall any clause herein or addendum or attachment hereto be construed to effectuate the consent to suit, as the NATION expressly declines to waive sovereign immunity.

WHEREAS, the NATION wishes to enter into an agreement with CONTRACTOR to insert brief description of services as per this contract, and

NOW, THEREFORE, and in consideration of the mutual covenants, promises, agreements, understandings, and conditions herein contained, the parties hereto mutually, promise to the other, agree and understand as follows, to wit:

TERM: The term of this AGREEMENT shall be from insert term dates, unless extended or canceled in writing by the parties hereto.

CONTRACTOR SHALL:

Insert complete description of services to be performed. Include any attachments such as RFP as Attachment “A” and contractors’ bid/proposal as Attachment “B”.

THE NATION SHALL:

Insert any requirements the Nation may have

CONSIDERATION AND COMPENSATION:

Insert any payment information here

GENERAL PROVISIONS:

1. This AGREEMENT shall be governed by, construed, and enforced in accordance with the United States and where applicable the laws of the Cherokee Nation. If it should appear that any of the AGREEMENT terms are in conflict with any rule of law or statutory provision of the United States, or where applicable the laws the Cherokee Nation, such conflicting term(s) shall be deemed inoperative and null and void insofar as it may be in conflict with such law or statutory provision, and shall be deemed modified to conform to such rule of law or statutory provision. However, such conflict shall not operate to nullify or void the entire

- 42 - AGREEMENT.

2. This AGREEMENT contains the complete expression of the parties’ agreement with respect to the subject matter hereof, and shall bind the parties, their successors and assigns. There are no previous or contemporary understandings, representations, or warranties not set forth herein. No subsequent amendment or modification of this AGREEMENT shall be of any force or effect unless approved in writing and signed by the parties to be bound thereby. The Principal Chief and/or the authorized designee must approve any change to this AGREEMENT proposed by CONTRACTOR or the NATION in writing prior to implementation. No provision of this AGREEMENT shall be considered waived by the NATION unless such waiver is in writing and signed by the NATION. No such waiver shall be a waiver of any past or future default, breach, or modification of any of the provisions of this AGREEMENT unless expressly stipulated in such waiver. The parties further state to the best of their knowledge, no employee of the NATION who exercises any functions or responsibilities in connection with the performance hereunder has any personal interest, direct or indirect, in this AGREEMENT. This AGREEMENT shall supersede any and all written or oral statements, agreements, and/or representations of the parties made prior to or contemporaneously with the execution hereof with regard to the subject matter herein. The parties agree their respective performances hereunder shall be governed by an obligation of good faith.

3. The CONTRACTOR certifies to the best of its knowledge and belief that neither the CONTRACTOR, nor any of its principals, are presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any federal, state, local or tribal agency. The CONTRACTOR also certifies to the best of its knowledge and belief that it has not, within a three-year-period preceding this Agreement, been convicted of or had a civil judgment rendered against it for: commission of a fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, local or tribal) contract or ubcontract; violation of federal or state antitrust statutes relating to submission of offers or commissions or embezzlement, theft, forgery, bribery, falsifications or destruction of records, and/or making false statements; and is not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in this provision. The CONTRACTOR certifies it has not within a three-year period preceding this Agreement, had one or more contracts terminated for default by a federal, state, local or tribal agency.

4. This AGREEMENT does not constitute a joint venture, partnership, agency or other like relationship between the NATION and CONTRACTOR. The parties hereto, in the performance of this AGREEMENT shall be acting in their individual capacities and not as agents, employees, partners, joint venture or associates of one another. The employees and/or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose.

5. It is understood that any information secured or provided in respect of the services provided hereunder embodies certain proprietary information and shall be respected and conscientiously observed on a confidential basis by the parties under this AGREEMENT. Any information acquired by either party relating to the services and/or processes, individually or collectively, with respect to either parties’ clients or client records shall be kept confidential and shall not be used or released in any unauthorized manner or communicated to others to the extent permitted by law. CONTRACTOR will undertake such measures as are necessary to require its employees, agents, representatives, and/or contractors to maintain complete confidentiality. All records, health, medical, education, or otherwise,

- 43 - relating to clients shall be released only upon written consent of the individual to whom the records apply, unless otherwise required by law.

6. To the extent allowed by federal law, both parties shall hold harmless the other, and their respective employees, agents, and representatives from and against any and all suits, actions, legal or administrative proceedings, claims, demands, liabilities, losses, costs and expenses of whatsoever kind or nature, whether arising before or after the completion of the work and in a manner directly or indirectly caused, claimed to be caused, by the reason of any act, omission, or negligence, whether active or passive or of any one acting under that party’s direction or control, or on its behalf, in connection with or incident to the performance of this Agreement.

7. This Agreement may be terminated or canceled with or without cause by either party by providing thirty (30) days written notice. In the event the NATION or CONTRACTOR terminates or cancels this AGREEMENT, the NATION shall only be responsible for payment of services requested and documented up to the date of termination or cancellation.

8. The NATION has the option to renew this AGREEMENT if an option for multi-year agreement is desired insert information here

9. The NATION and the CONTRACTOR hereby agree the services specified in this AGREEMENT may not be delegated or assigned without the prior written approval of the NATION.

10. Notwithstanding any other provision in this AGREEMENT, it is the intention of the parties that the CONTRACTOR has the status of independent contractor, and the subcontractors, agents, and employees furnished hereunder shall be the employees of the CONTRACTOR for state and federal income tax purposes. Accordingly, at no additional expense to the NATION, the CONTRACTOR, its subcontractors, agents, and employees shall be fully responsible for the withholding of all state and federal employment, social security, Medicare and similar taxes. The CONTRACTOR, its subcontractors, agents, and employees hereby agree, to the extent allowed by law, indemnify and hold the NATION harmless from any and all liability for such taxes, as well as for any penalties, interest, or other charges or fees which may be assessed or imposed as a result and/or required to be filed by state or federal taxing authorities in connection therewith. The CONTRACTOR ’S obligations under this paragraph shall survive the expiration or cancellation of this AGREEMENT.

11. The NATION'S obligation for payment under this AGREEMENT is contingent upon the availability of appropriated funds from which payment for services can be made. Funds are available for performance under this AGREEMENT when appropriated or authorized by the Tribal Council of the Cherokee Nation. No legal liability on the part of the NATION for any payment may arise hereunder until funds are made available by the designated officer of the NATION for performance and until the CONTRACTOR receives notice of availability from the NATION'S designated officer. CONTRACTOR understands and acknowledges continued funding or any renewal thereof is contingent upon the ability of CONTRACTOR to complete and submit all required financial and/or written reports as required by this AGREEMENT.

12. DRUG FREE and TOBACCO FREE WORKPLACE

- 44 - Any individual or firm performing work under an agreement for the Cherokee Nation understands, recognizes and agrees that all Cherokee Nation buidlings, whether leased or owned by the Nation will be a tobacco free workplace. The successful firm will ensure all employees abide by this policy.

13. PROMPT PAYMENT:

The CONTRACTOR certifies that all sums due to any suppliers have been paid or will be paid within ten (10) days of receipt of any money received from the Cherokee Nation under this Agreement.

14. INDIAN PREFERENCE:

The Cherokee Nation 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 Contractors and Sub-contractors as set forth in legislation pertaining to preference to Indians in the awarding of contracts, Section 7(b) of the Indian Self-Determination Act if applicable, as well as the Cherokee Nation Acquisition Management Policies and Procedures. The successful Contractor will insert this clause in every subcontract in connection with the project.

15. TAXES, FEES, ASSESSMENTS:

The CONTRACTOR accepts full and exclusive liability for the payment of any and all taxes and assessments which may now or hereafter be imposed by tribal, local, state, or federal governments, including without limitation, all applicable TERO fees, sales tax, use power, gross receipts, or other taxes levied with respect to materials furnished or work performed by the CONTRACTOR, or payments made to the CONTRACTOR through issuance of a purchase order including but not limited to, building permits, CONTRACTOR’S licenses, specialty permits required by law to be issued to the CONTRACTOR, and/or transportation permits. The CONTRACTOR and its subcontractor’s shall, in addition to the above, comply with the NATION’S job site procedures and regulations.

All notices required hereunder shall be sent via U.S. Mail, postage paid, as follows:

To the NATION: Cherokee Nation insert program name Attention: insert contact name/title P.O. Box 948 Tahlequah, OK 74465

with a copy to: Cherokee Nation Acquisition Management Attention: Contracts Office P.O. Box 948 Tahlequah, OK 74465

To CONTRACTOR : Name Attention: Address, City, State

- 45 - IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed on the date first set forth above.

CONTRACTOR:

______NAME, TITLE DATE COMPANY NAME

CHEROKEE NATION:

______Name, Title Date Department

______Name, Title Date

- 46 -