1. Transitional Benefit Corporation A New Model for State and Local Governments with Reduced Tax Revenue Steve Sorett, Esq., McKenna Long & Aldridge LLP To Learn More Contact: Robert Knauer CPCM at 703-919-4617 1 December, 2010

2. Transitional Benefit Corporation Structure Funds Grants CRADAS Contracts Universities Non-Profits Private Sector Private Activity Bonds Assets Machinery People Benefits (Pensions/Medical) Business Relationship Surge Capacity Structure Board of Directors Officers Operations Transitional Benefit Corporation [501(c)3] Government Organization Private Company New Private Sector Businesses

3. Transitional Benefit Corporation (TBC) New, Innovative Method Of Transferring Government Employees To The Private Sector While Achieving Savings For the Public Sector Retain and Accrue Retirement & Medical Benefits. Create Environment To Produce New Work, New Clients (outside of government) A Form Of Privatization In Place: Government only Buys What It Needs

4. How This Is Different Privatization, Public-Private Partnerships, ESOPS, Outsourcing, Managed Competition, And Leasing Initiatives Solve Some Of The Challenges Facing Government Activities, But Not All. The TBC Approach Builds on these approaches but adds an additional dimension – growth potential for the employees and savings to the government.

5. Problems Facing State and Local Governments Increasing Debt and Loss of Revenue Need to Reduce Overhead and Staff Loss of Human Capital Skills Need to Find New Sources of Revenue By Building Private Sector Possibilities

6. Assets Involved with TBC Real Estate – The Land Buildings Equipment People – The Most Perishable Asset

7. People Are Your Most Perishable Asset The “Best” People Will Leave First. Need To Have An Immediate Plan In Place To Keep The Best People And Attract Capital. Forward Thinking Communities And Businesses Will Endorse A Plan That Reduces Overhead and Staff While Looking Preserve and Grow Human Capital.

8. TBC Objectives Reduce Overhead while Maintaining Core Capability And Surge Capacity Preserve Expertise Of Key Personnel. Find “Soft Landing” For Underutilized Or Entrepreneurial Workers. Create Business Environment for New Growth in Private Sector

9. Objectives Transition Public Sector Workforce Into Maintaining Core Government Functions while Concurrently focusing on finding jobs for former public employees in the Commercial Sector. Obtain Financing From Grants, Contracts, Tax- exempt Bonds, And Third Party Investments. All are REAL possibilities to grow.

10. Implementing the TBC Strategy Build A Not-for-profit Umbrella Organization Establish A Board Of Directors And Advisors Of Stakeholders, E.G., Community, State and Local Governments, Universities, Etc. Board Appoints Officers And A General Manager/COO. Include All Existing Employees Under The Umbrella Who Wish To Participate. Include The Private Sector.

11. Details Of The Structure Three Enclaves: Public Sector, Private Sector, Incubator R&D Public Employees Under Umbrella Can Move To The Other Enclaves Without Losing Pension Benefits (Analogous To An IPA). Private Sector Members Are Selected Competitively Using Public Contract Principles. Incubator Receives R&D Funding And Tax Favored Treatment.

12. Details Of The Umbrella Concept Established Under State Law (Or Multiple States) As A Public Benefit Corporation. Treated As A Nonprofit Industrial Development Corporation That Can Issue Tax-exempt Bonds Under Pertinent IRS Rulings. Public Sector Enclave Can Use All Existing Authorities Of U.S. Code. Can Issue Tax Exempt Bonds And Raise Capital.

13. Details Of the Umbrella Concept Can Receive Grants And Cooperative Agreements. Can Contract With The Private Sector. Can Partner With Other Governmental, Private Sector, Educational, Or Not-for-profit Entities. These Monies And Partnerships Form The Basis For Accelerating Economic Growth.

14. TBC Benefits Enables New Economic Development In The Community Presents Savings To Government By Reducing Overhead And Payroll Commitments (Buy A “Sip At A Time” Rather Than Carrying People And Assets Unnecessarily) Maintains Core Capability For Mission Responsiveness And Surge Capacity – Buy Back The People And Assets On An As Needed Basis. Soft Landing For Former Government Employees Avoids RIF Costs

15. Getting Started Conduct Marketplace Assessment Comparable To A Business Case Analysis,asks: Is This A Bankable Deal? –People: Do They Have The Talent, Skills, And Ability To Be Competitive. –Market Analysis: Is There Sufficient Workload In Existing And New Markets To Create A Revenue Stream Sufficient To Cover Costs? –Competitors: Who Are The Competitors? Can You Win Your Fair Share? Are Their Possible Teaming Or Acquisition Candidates?

16. Identify Partners Employees Move To TBC. TBC Enters Into Agreements With Business Partner (s). TBC Works With Economic Development Organizations And Community Based Entities To Find New Work.

17. TBC Personnel Actions Voluntary Transfer Of Personnel From Public To Private. –Continue To Accrue Federal Retirement And Medical Benefits. –Guarantee Of Employment For Specified Period (Negotiable e.g. one year).

18. TBC Steps Job Offer ( Negotiable - At Current Salary With Benefits) To Every Employee. –Those Who Accept Resign From Public Service And Receive Negotiated Employment Guarantee. –Those Who Do Not Accept Remain Public Sector Employees Subject To RIF With No Guarantee Of Employment.

19. TBC Considerations Reimburse Public Sector Retirement Accounts Employee View Of Need For Change Union View Continuity of Mission

20. TBC Stakeholder Benefits Public Employees –Enhances Prospects For Long-term Job Security But In A Different Employment Platform. –Provides Private Employment While Retaining Federal Benefits. –Offers Entrepreneurial Opportunities. –Can do much better financially in some cases.

21. TBC Stakeholder Benefits Local Communities –Provides Stable/Stronger Organizations. –Offers Potential For Entrepreneurial Growth. –Retains Prestige Of Premiere Facilities Remaining In Local Area. –New Tax Base

22. TBC Stakeholder Benefits Retains Core Mission And Surge Capability For Mission Responsiveness. Allows For Rapid Disposition Of People And Assets Without Causing Undue Hardship. Enables Adaptability And Flexibility To Budget And Other Constraints. Only Buy What Government Needs.

23. Transitional Benefit Corporation Structure Funds Grants CRADAS Contracts Universities Non-Profits Private Sector Private Activity Bonds Assets Machinery People Benefits (Pensions/Medical) Business Relationship Surge Capacity Structure Board of Directors Officers Operations Transitional Benefit Corporation [501(c)3] Government Organization Private Company New Private Sector Businesses