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Request for Proposals: #2018-31 Underwriter/Investment Banker for City of Loveland Electric and Communications Utility Enterprise Revenue Bond Series 2018

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Page 1: Underwriter/Investment Banker for City of Loveland ... · 3/15/2018 City of Cambridge, MA G.O. Bonds, 2018 Series A (Minibond Program) 1,858 Negotiated Tax-exempt 3/29

Request for Proposals:#2018-31

Underwriter/Investment Banker for City of LovelandElectric and Communications Utility Enterprise

Revenue Bond Series 2018

Page 2: Underwriter/Investment Banker for City of Loveland ... · 3/15/2018 City of Cambridge, MA G.O. Bonds, 2018 Series A (Minibond Program) 1,858 Negotiated Tax-exempt 3/29

This material is provided to you under the RFP exemption Neighborly Securities (“Neighborly”), a wholly owned subsidiary of Neighborly Corporation, is registered as a broker-dealer with FINRA, SIPC and the MSRB. Neighborly is not recommending any action to you as the municipal entity or obligated person. The data herein is subject to availability and past performance on specific transactions discussed does not indicate future performance. Neighborly is providing this information as a matter of possible interest in anticipation of being engaged to serve as an underwriter. The primary role of an underwriter is to purchase securities with a view to distribution in an arm’s-length commercial transaction with the issuer. As an underwriter, Neighborly has financial and other interests that differ from those of the issuer. Neighborly is acting in its own interest and for its own account. Neighborly is not a municipal advisor, financial advisor or agent and therefore does not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 (“Section 15B”) or otherwise. Accordingly, the information in this presentation is not and should not be construed as “advice” as defined in Section 15B or as tax advice. You should discuss all information and material contained herein with all internal or external advisors or experts that you deem appropriate, including but not limited to tax, legal, accounting and financial advisors, before acting on this information or material.

Page 3: Underwriter/Investment Banker for City of Loveland ... · 3/15/2018 City of Cambridge, MA G.O. Bonds, 2018 Series A (Minibond Program) 1,858 Negotiated Tax-exempt 3/29

May 10, 2018 Alan Krcmarik, Executive Financial Advisor City of Loveland, CO 500 E. Third Street, Loveland, CO 80537 Dear Mr. Krcmarik: On behalf of Neighborly Corporation, and our wholly owned registered broker-dealer, Neighborly Securities (“Neighborly”, CRD# 17686 / SEC# 8-35597), we thank you for the opportunity to provide underwriting services to the City of Loveland, Colorado (the “City” or “Loveland”) for Electric and Communications Utility Enterprise Revenue Bond Series 2018 to build and operate the City’s retail fiber-to-the-premise (“FTTP”) broadband network. For this engagement, we would like to be considered for either Co-Senior Manager and Co-Manager, as further detailed in our response in Section 4, Question 1. Innovative Mission-Aligned Firm. Neighborly Corporation is a San Francisco-based technology company focused exclusively on the municipal finance industry. Our mission is to provide investors with direct access to the municipal bond market that finances impactful public projects directly benefiting the places where they live, work and play. Neighborly Securities, as a broker-dealer uniquely positioned at the intersection of technology, government and finance, connects constituents to the primary municipal bond market with ease. Our Public Finance and Capital Markets teams, located in New York and San Francisco, have deep experience in the industry and, maintain relationships with municipal issuers across the country, serving as senior manager, co-manager and selling group members. Neighborly has sole managed negotiated bond transactions for Burlington, VT, Lawrence, KS, and Cambridge, MA, which was recognized by The Bond Buyer as the Deal of the Year for the most innovative non-traditional financing in 2017 for utilizing the Neighborly technology platform to reduce costs and complexity while raising capital through local retail investors . Our transactions with lower bond denominations allow issuers to unlock previous untapped pools of local capital and build deeper connections with their residents. Commitment to Municipal Broadband and Community Engagement. We share the City’s belief that that connectivity is a fundamental right and that fast, reliable, affordable internet is a necessity to empower individuals and unlock opportunity in today's economy. Municipal broadband networks are the 21st century bridge that spur economic development, advance research, encourage innovation and create new growth opportunities for residents and businesses alike. We share the City’s commitment to community engagement and believe that direct retail participation in its bond programs is a powerful sign of civic engagement, which will raise the awareness and potentially increase the take rate for the municipal broadband network. If appointed to the City’s 2018 Bond issue, Neighborly would work diligently to assist the City in the marketing and sale of bonds by providing local investors the first opportunity to purchase the City’s bonds directly online. Thank you again for the opportunity to serve the City on this important and essential project.

Sincerely,

Lindsey Brannon Director & Head of Public Finance Neighborly Securities

Pitichoke Chulapamornsri Director of Business Development Neighborly Securities

John Crossman Managing Principal Neighborly Securities

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Role Neighborly is seeking to serve as Co-Senior Manager or Co-Manager for the City’s 2018 transaction. As Co-Senior and Co-Managing underwriter, we will support the City and the syndicate throughout all phases of the deal including pre-planning, marketing, pricing, and closing. We will add value to the City’s 2018 transaction with our robust constituent-first marketing and engagement capabilities, innovative online broker-dealer technology platform, and banking and capital markets personnel with possessing extensive knowledge and expertise within the municipal bond market.

Underwriting Experience

Since the establishment of Neighborly Securities in May of 2016, we have served in ov er 50 negotiated and competitive municipal bond transactions as senior manager, co-manager and selling group member. Our underwriting experience includes being selected in 2017 to the State of California’s underwriting pool as a Co-Manager, the youngest firm ever admitted at the time. In addition, our four sole managed negotiated transactions were issued with $1,000 bond denominations as opposed to the traditional $5,000 denominations. This enabled our issuer clients to reach a previously untapped audience of engaged, impact-driven local investors. Our inaugural transaction for the the City of Cambridge, MA General Obligation Bonds 2017 Series A (Mini-bonds) was recognized in December 2017 by The Bond Buyer as the most innovative non-traditional Deal of the Year for utilizing the Neighborly technology platform to reduce costs and complexity while raising capital through local retail investors. Below is a selected list of Neighborly’s transactions as of May 10, 2018.

Senior Managed Transactions

Dated Date Issuer Issuance Total Deal Size ($000s)

Sale Type Tax Status

3/8/2017 City of Cambridge, MA G.O. Bonds, 2017 Series A (Minibond Program) 2,000 Negotiated Tax-exempt

4/12/2017 City of Burlington, VT G.O. Public Improvement Bonds, Series 2017A 5,267 Negotiated Tax-exempt

5/24/2017 City of Lawrence, KS G.O. Improvement Bonds, Series 2017C 654 Negotiated Tax-exempt

6/29/2017 City of Worcester, MA G.O. Bond Anticipation 17,765 Competitive Tax-exempt

12/7/2017 City of Somerville, MA G.O. Refunding Bonds 9,465 Competitive Tax-exempt

2/15/2018 Clackamas County, OR Full Faith and Credit Refunding Obligations, 2018 28,255 Competitive Tax-Exempt

3/15/2018 City of Cambridge, MA G.O. Bonds, 2018 Series A (Minibond Program) 1,858 Negotiated Tax-exempt

3/29/2018 Village of Adams, NY Public Improvement Bonds, Series 2018 818 Competitive Tax-Exempt

5/17/2018 Southborough, MA G.O. Municipal Purpose, Loan of 2018 Bonds 10,585 Competitive Tax-Exempt

TOTAL $76,667

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Co-Managed Transactions

Dated Date Issuer Issuance Total Deal Size ($000s)

Sale Type Tax Status

3/9/2017 CA State University Systemwide Revenue Bonds, Series 2017A 827,950 Negotiated Tax-Exempt

3/9/2017 CA State University Systemwide Revenue Bonds, Series 2017B (TX) 328,585 Negotiated Taxable

4/20/2017 State Pub Works Bd CA Lease Revenue Refunding Bonds, 2017 B and C 534,485 Negotiated Tax-Exempt

6/21/2017 City SD Jamestown, NY School District Serial Bonds, 2017 6,095 Competitive Tax-Exempt

6/27/2017 Rocky Pt. Un Fr SD, NY School District Serial Bonds, 2017 9,500 Competitive Tax-Exempt

7/20/2017 New Bedford Reg Voc Tech HSD

State Qualified G.O. School Bonds 1,805 Competitive Tax-Exempt

8/3/2017 SD of Lockport, NY Niagara County, NY School Dist. Ser Bonds, 2017 16,760 Competitive Tax-Exempt

8/10/2017 Rensselaer County, NY Public Improvement (Serial) Bonds, 2017 20,870 Competitive Tax-Exempt

8/17/2017 NYC TFA Future Tax Sec. Sub Bonds Fiscal, 2018 Series 1 162,130 Competitive Tax-Exempt

8/23/2017 Oakley Un Elem SD, CA G.O. Bonds, Election of 2016, Series A (2017) 26,000 Competitive Tax-Exempt

9/5/2017 Auburn, MA G.O. Municipal Purpose Loan of 2017 Bonds 3,256 Competitive Tax-Exempt

9/13/2017 State of Vermont G.O. Bonds, 2017 Series B 69,280 Competitive Tax-Exempt

9/12/2017 State of California G.O. Bonds 2,500,000 Negotiated Tax-Exempt

10/18/2017 Barstow Unified SD, CA Election of 2016 G.O. Bonds, Series A 15,000 Competitive Tax-Exempt

10/13/2017 DASNY PITs Personal Income Tax Revenue Bonds 21,935 Competitive Tax-Exempt

11/2/2017 Pub Bldg Com Johnson Cnty, KS

Lease Purch Rev Bonds, 2017A (City Cent Libr Proj) 15,060 Competitive Tax-Exempt

11/7/2017 State Pub Wks Board CA Lease Revenue Refunding Bonds 2017, Series FGH 188,305 Negotiated Tax-Exempt

3/15/2018 State of CA G.O. Bonds March 2018 2,181,305 Negotiated Tax-Exempt

TOTAL $6,928,321

Selling Group Transactions

Dated Date Issuer Issuance Total Deal Size ($000s)

Sale Type

Tax Status

9/28/2016 PA Eco Dev Fin Auth UPMC Revenue Bonds, Series 2016 239,390 Negotiated Tax-Exempt

12/7/2016 State of Oregon 2016J & 2016K (Veterans' Welfare Bonds Series 97 A&B) 39,810 Negotiated Tax-Exempt

3/14/2017 State of California Various Purpose G.O. Bonds, Var Purpose G.O. Ref Bds 2,792,640 Negotiated Tax-Exempt

6/29/2017 New York State HFA Affordable Housing Rev Bonds, 2017H (Climate Bonds) & I 95,880 Negotiated Tax-Exempt

12/18/2017 MD Dept Housing Housing Revenue Bonds, 2017K 28,755 Negotiated Tax-Exempt

1/24/2018 MA School Bldg Auth Subordinated Dedicated Sales Tax Bonds, 2018A 395,000 Negotiated Tax-Exempt

5/22/2018 State of Oregon General Obligation Bonds, 2018 ABCD 140,375 Negotiated Tax-Exempt & Taxable

5/31/2018 MD Dept Housing Housing Revenue Bonds, 2018A 40,960 Negotiated Tax-Exempt

TOTAL $3,915,770

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Financing Team & Sales

Neighborly’s dedicated financing team for the City has deep experience in the municipal finance industry. From the Public Finance team, Lindsey Brannon and Pitichoke Chulapamornsri , located in New York and San Francisco, respectively, will be assigned to the City’s 2018 Bonds issuance. Lindsey Brannon , Director and Head of Public Finance , will lead the Neighborly financing team and serve as the day-to-day contact for the City. Lindsey has ten years of banking experience and has transacted over $6 billion in senior managed bond issuances as a Public Finance Investment Banker for some of the largest and most complex municipal issuers. Pitichoke Chulapamornsri , Director of Business Development , will be supporting Lindsey in coverage to the City and will work directly with our marketing, capital markets, and investor relations teams to ensure a successful order period. Pitichoke has led retail-focused issuances for Neighborly, including the City of Cambridge, Massachusetts General Obligation Bonds Series 2017 A (mini-bonds) issuance, which won the Deal of the Year in the non-traditional category from The Bond Buyer . Garrett Brinker , Product Manager for the Public Finance Group, is based in San Francisco and will support all online marketing and communications outreach for the 2018 Bonds. He will create the 2018 Bonds issuance page and Loveland affinity page on Neighborly’s website, as illustrated in Appendix V , craft targeted email campaigns to investors and work with our engineering team during the order period while investors place orders through Neighborly’s platform. Garrett has four years of marketing and communications experience at the University of Chicago and the White House and has placed stories in publications that include The New York Times, Los Angeles Times, and NPR. In Capital Markets, Homero Radway , Managing Director , is located in New York and will serve as Neighborly’s underwriter for the City’s 2018 Bonds transaction. Homero has over 20 years of markets experience with prior roles in municipal bond underwriting, sales and trading at Morgan Stanley, J.P. Morgan, and T. Rowe Price, respectively. Homero will lead all aspects of underwriting to support the City’s 2018 Bonds transaction, including: communicating with the senior manager and syndicate, providing price views and feedback, placing bonds with investors and serving as a contact for the City and its Municipal Advisor for any market or pricing requests/questions. Dan Kupratis, Client Service Manager, also located in New York, will lead sales efforts to retail, professional retail and institutional investors for the City’s 2018 Bonds transaction. Dan recently joined Neighborly in April 2018 with almost ten years of experience in financial markets and leads sales and operations at Neighborly. John Crossman , Managing Principal , is located in San Francisco and has 30 years of financial markets experience. John will assist with any supervisory and operational needs for the 2018 Bonds transaction. Chris Parrott, CPA , Chief Financial Officer , is located in Neighborly’s Kansas City office and will manage brokerage operations and provide support. Dennis Azary , Chief Compliance Officer , is located in New York and will oversee compliance and regulatory issues for the City’s 2018 Bonds transaction. Dennis has 20 years of experience in regulatory affairs

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and risk management for broker-dealers and investment advisory firms and previously served as the Chief Compliance Officer for both W.R. Hambrecht and Growth Capital Services, a compliance examiner for FINRA, and the Founder and President of Peak Regulatory Consulting, LLC. For detailed resumes of Neighborly’s dedicated team members for the City, please see Appendix I . Municipal Bond Sales. Neighborly believes technology can vastly improve the process of selling bonds locally and to individuals, professional retail, and institutions with affinities around use of proceeds, geography, issuer or impact. Our online system to open accounts and place orders allows customers to participate seamlessly in transactions. By utilizing our technology, we are able to perform the traditional municipal bond sales function seamlessly with less sales personnel and overhead, which translates into lower costs for the issuers and investors we work with. Neighborly’s Capital Markets Team, as described above, works directly with the 14,000 users on our platform, which includes institutions, community banks, asset managers, Registered Investment Advisors (“RIAs”), and individuals. For the City’s 2018 Bonds issuance, Neighborly will conduct a full-scale online retail marketing and sales campaign in conjunction with the City’s outreach. In addition, our sales team will reach out to local RIAs and national RIAs that have purchased Colorado paper in the past and are focused on impactful investing. We detail this outreach campaign in our response to Question 10.

Security Options

Examine the difference between bonds supported solely by the communications revenue versus bonds supported by the City’s Electric Utility revenue. 2018 Bonds secured with City’s Electric Utility combined net revenue, versus solely by the communications revenue, will help provide additional cushion for the City’s projected cashflows during the construction and operation of its broadband network. By using combined net revenues of the City’s Electric Utility, capital and maintenance costs of associated with the broadband network can be stabilized and covered by revenues from the electric utility. We believe that this is directly in line with the City’s goal to have broadband services self-sustaining, as stated in its broadband concept plan. Other cities like Longmont, Colorado have employed this strategy of combining broadband revenues with electric revenues. Prior to 2013, Longmont operated its Utility System and Broadband System as two separate entities and accounted for them in two separate telecommunications and electric funds and in 2013 moved to present them in a combined fund. This combined revenue approach may help stabilize net pledged revenues and debt service coverage ratios, which are important considerations for the rating agencies for the 2018 Bonds. The stronger and more stable the revenues are for the 2018

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Bonds, the better the bond ratings could be, and as a result, the cost of financing may be reduced. Additionally, if the City can bolster its debt ratings with combined revenues, this could lead to increased participation from retail investors since the issuance becomes more suitable for a wider audience of individuals. Use of mini-bonds or small denomination bonds to increase availability of local investors to participate. Neighborly believes in democratizing access to municipal bonds. Mini-bonds, available in minimum denominations of $1,000, as opposed to the traditional $5,000 denomination, are more affordable than traditional municipal bonds for certain investors. We believe the City should utilize mini-bonds for its 2018 Bonds transaction in order to open up the bond offering to a wider group of investors. Another way we democratize access to municipal bonds is by allowing investors to open brokerage accounts at no cost on the Neighborly online platform, making this bond issuance more accessible to local retail investors. Through Neighborly, Loveland can unlock local demand for investing in the broadband network rather than just creating demand among large institutional or experienced investors. When residents are invested in the network, they naturally serve as advocates focused on the success of the buildout, which could have outsized positive effects on the take rate of the City’s broadband network.

For example, for the City of Cambridge, MA General Obligation Bonds 2017 mini-bonds issuance over one-third of the investors were first-time bond buyers – bringing a new segment of the population to the municipal bond market for the first time and allowing residents to connect with the projects they voted on through the City’s Participatory Budgeting process while investing their money in those same projects. Pro and cons of phased bond issue versus a single bond issue. Pros of phased bond issue: Assuming the expected use of proceeds are spread out over a number of years, a phased bond issue will help the City avoid negative interest arbitrage. In addition, phased bond issue will allow the City the flexibility to adjust the plan based on the take rate of the first implemented phase. Cons of phased bond issue: If rates are expected to rise over the next few years, a phased bond issue would pose interest rate risk to the City. In addition, a phased bond issue will incur additional bond issuance overhead such as bond counsel, underwriter’s counsel, municipal advisor and rating agency fees. Neighborly will work with the City and its municipal advisor to perform a cost/benefit analysis to determine the optimal option.

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Subsequent issues of parity lien bonds in the event that demand for services drives additional capital needs. If the City creates an Open Resolution for the Revenue Bonds, it may want to consider incorporating an Additional Bonds Test to ensure that there are sufficient revenues to support future bonds needed, to increase transparency of the market and to help investors determine risks of the bond transaction. This may aid with rating agency concerns over coverage ratios and help maintain a sufficient indenture. Wholly taxable bond series Tax-exempt bonds have traditionally been popular among retail investors, especially those with high tax brackets. However, if the City chooses to create a separate taxable bond series, we believe there could a portion of retail interest, depending on the tax bracket of investors and tax-exempt vs. taxable ratios. We also believe that traditional taxable buyers including institutions, pension funds, insurance companies, may be attracted to participate on a taxable bond series, allowing the City to increase its pool of potential investors.

Municipal Broadband: Risks and Features

One unique risk is increased competition from incumbents, such as CenturyLink and Comcast. In the City’s Utility Business Concept Plan, the retail take rate is estimated to be around 40 percent for residential and 27 percent for business. However, if these incumbents were to utilize their extensive marketing capabilities and resources to increase speeds and decrease cost, they could serve as a threat to the estimated take rate, ultimately impacting the City’s ability to support debt requirements. This is why it’s so important for the City to also stress the value of access and how municipal broadband networks should be open and equal by design. Another risk is the expertise needed to compete with the incumbents. Given that the City is pursuing either a retail or public-public model, exhibiting control of the network while also providing the services, the municipality must quickly develop the expertise to compete with the incumbents, both on management and customer service levels. By Year 5, Loveland Utilities will have an estimated additional 34 staff members to provide the needed broadband service capabilities. The incumbents, by contrast, have service staff of many magnitudes more. In this case, bigger does not exactly equal better, but the amount of resources that the incumbents can employ is a risk to consider. Where Loveland has an advantage is being able to truly provide local customer service. Loveland Utilities can tailor their services exclusively to the needs of the Loveland residents. Finally, there are unique political and legislative uncertainties that remain a constant threat to municipal broadband. Many states have passed laws that make it difficult or, in some cases illegal, for municipalities to build their own broadband networks or provide the service. The ISPs with significant resources could limit or impair the City’s future abilities to provide broadband. A

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sustained and aggressive education campaign for the City’s residents will be necessary to push back against this. These risks assumed by the City will need to be included in the Official Statements for the 2018 Bonds since the success of the programs is a risk factor for the investors. We believe that Neighborly is uniquely positioned to help address these unique features and combat many of these unique risks. At our core, we believe that, if empowered, individuals will invest in their communities. Neighborly’s platform provides for more democratized, efficient and transparent transactions, our Learning Center helps educate residents on the value of their investment, and our hyper localized marketing capabilities ensure that we build grassroots community support.

Ratings

For the City’s 2018 Bonds, we would recommend the City secures ratings at a minimum from either S&P or Moody’s. Neighborly will draw on our team members’ previous experience with rating agencies for bond transactions, working with the City in all stages of the rating agency process and managing timing and deliverables. First, Neighborly will contact the rating agency to request a rating for the 2018 Bonds and facilitate communications for the City. Once a rating analyst has been assigned, Neighborly will lead the working group to provide the rating analyst with the financing schedule, draft legal documents (bond resolution, supplemental indentures, etc.), draft Preliminary Official Statements, financials, utility revenue and debt service cashflows, and any other requested information. Neighborly will inform the rating analyst with all relevant details of the transaction and manage timing from application to publication of the rating to ensure this meets the City’s desired timing. Next, Neighborly will work with the City and its Municipal Advisor to compile information from the City’s financials, Preliminary Official Statement and other sources and create the necessary materials for its rating agency presentation. At a high level, we would envision the City’s rating agency presentation for the 2018 Bonds to include the following discussion points to tell the story of the City’s broadband program and arm the rating analyst with as much information as possible prior to rating agency credit committee.

Rating agency presentation discussion points City and its competitive advantages

Strong governance and management Second largest city in Larimer County Strong economy: employment, income levels, population, highly educated workforce,

future job growth over the next 10 years is expected to be 40% Assets and amenities: Mining, Quarrying, Oil & Gas, Utilities, Construction, in recent years

attracted light industry and high-tech businesses

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City’s Electric Utility Enterprise

Governance and management Financials, budgets, forecasts

City’s Retail or Public-Public FTTP Broadband Network Background/why fiber:

Legislative history, net neutrality, PRPA City’s broadband landscape: speed offerings, providers (Comcast and CenturyLink) Customers: consumers and businesses, demand, studies, take rates Future proofing, fiber vs. coax/copper, fiber’s lifespan Benefits: diverse employment and economic opportunities Risks: competition from incumbents, in-house expertise required, political uncertainties

Plan: Retail or public-public model, broadband speed offerings Projected subscriber revenues (pricing model, take rates) vs. expenses (construction,

equipment, installation, drop costs, passing costs), budget (marketing, personnel, etc.) Timeline :

Year 1: Construction expenses and material acquisition $1.7M for headend and network equipment $25.4M for construction $5M facility costs. This includes a building with space for engineering and office

support staff, a shop for operations and headend and other network equipment. $330K allocation for 1% of capital projects Arts in Public places

Year 2: Construction continues $1.1M for network and other equipment $17.5M for construction $201K allocation for 1% of capital projects Arts in Public places $1.5M cost to start connecting homes and businesses

Years 3-5: Drops to customer premises Between $4M and $5M will be spent annually to complete initial connections to

customer premises Years 5+: Operations

Expenses during this phase will be primarily from staffing, operations and maintenance, and marketing and customer service activities

2018 Bonds

$68-88 million for construction and implementation Structure: tax-exempt and taxable fixed rate, serial and term bonds Security: utility revenues; coverage ratios Financing timeline and key contacts

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After the rating agency presentation and assignment of the rating, Neighborly will ensure that this information is incorporated into the Preliminary Official Statement and that investors are provided with copies of the rating report by posting it on the 2018 Bonds issuance page on Neighborly’s website and sending it to investors upon request.

Case Studies

City of Cambridge, Massachusetts General Obligations Bonds, 2017 Series A (Mini-bonds)

In February 2017, the City of Cambridge, Massachusetts pioneered something truly revolutionary – offering online tradable bonds directly to its constituents. Cambridge decided to take a fresh approach by using Neighborly’s platform to enable a wide range of community members to invest in its bond issuance and engage directly in shaping the future of the City. Similar to the community engagement Loveland has experienced with municipal broadband, Cambridge’s Finance and Budget Department has a history of strong civic interaction with its residents and implemented a participatory budgeting program in 2014. Following its success, Cambridge looked for ways to further engage residents in the financing of its broader capital plan. By embracing smaller denominations, directly marketing to the community and a providing a primary market investing platform, the City of Cambridge embraced a grassroots financing. The marketing of the deal was uniquely vibrant and diverse, since Cambridge leveraged public spaces such as the City Hall front lawn, the banner at the City’s bike program, and its website to directly advertise the issuance to residents. As a result, 100% of the bonds were sold within the City’s five zip codes over a 7-day order period, no orders were larger than $20,000 (by request from the City) and over one-third of the investors were first-time bond buyers – bringing a new segment of the population to the municipal bond market for the first time. Credit considerations and approach used to securing bond ratings: The City of Cambridge has historically maintained strong credit ratings. Along with the strong tax base and strong fiscal health, the City was able to achieve AAA ratings from Moody’s, S&P and Fitch for the issuance. Issuance Details:

Size: $2,000,000 Ratings: Moody's Aaa, Fitch AAA, S&P AAA Maturity: 5 year 7-day order period, including President’s Day Weekend Denomination: $1,000 Retail & Pro-Retail Order: 100% Order Priority: Cambridge retail only

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Both Series A (retail-focused) and Series B were priced to the same spread to MMD.

Pricing 2017-A 2/17/2017 Par bonds ($1,000 denomination)

Maturity Par CPN/Yield MMD Spread

2/15/22 $2 MM 1.6% 1.57% 3

Pricing 2017-B 3/1/2017 Premium bonds ($5,000 denomination)

Maturity Par CPN Yield MMD Spread

2/15/22 $2.87MM 5% 1.53% 1.50% 3

Data provided by Neighborly and is shown as a matter of possible interest and past performance on specific transactions does not indicate future performance.

City of Burlington, Vermont General Obligation Public Improvement Bonds, Series 2017A

Vermont has often been a trend-setter when it comes to advancing progressive agendas. In the realm of public finance, the State is no different. Since 1996, Vermont has been selling lower denomination Citizen Bonds, available only to Vermont residents, in denominations as low as $1,000. Working with Neighborly, the City of Burlington, Vermont used this state tradition of lower bond denominations to develop deeper connections between residents and their community’s financing programs. More than 100 orders were placed over the three-day issuance period. Particularly notable were the number of local residents who took advantage of this unique opportunity. More than two-thirds of the bond issuance were sold to residents of Chittenden County, the county in which Burlington is located. Ultimately, Vermonters bought over 99% of the issuanc e. For credit considerations and bond ratings, Neighborly worked closely with the City’s Municipal Advisor, Public Financial Management, who led the process. Issuance details:

Size: $5,144,000 Ratings: Moody's A3 Maturities: 1-20 year 3 day order period (Mon-Wed) Denomination: $1,000 Retail & Pro-Retail Order: 100% Order Priority:

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Local retail/pro-retail State retail/pro-retail National retail/pro-retail Non-retail

While the 2016 contains bond issuance, Neighborly was able to price the 2017 aggressively

allowing the City to achieve cost savings.

Data provided by Neighborly and is shown as a matter of possible interest and past performance on specific transactions does not indicate future performance.

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State Public Works Board of the State of California Lease Revenue Refunding Bonds, 2017 Series F, G, H

In November 2017, the State Public Works Board of California issued $188.305 million to fund and support a range of projects, including the California School for the Deaf's Riverside campus, Los Angeles Regional Crime Laboratory, and Truckee Agricultural Inspection Station. A portion of the bond proceeds refinanced outstanding bonds issued in 2007 to reduce its ongoing debt service costs. As a Co-Manager, Neighborly worked closely with the State, the joint senior managers Raymond James and Sibert Cisneros Shank & Co., and the municipal advisor, KNN Public Finance, LLC to ensure a successful transaction. F or this issuance, Neighborly was able to achieve $18.26 million in orders, $1.26 million of which were from retail and pro-retail investors. As mentioned in Question 1, Neighborly may work with the City in a similar capacity as Co-Manager supporting a traditional $5,000 denominated bond transaction. Issuance details:

Size: $188,305,000 Ratings: Moody's A1, Fitch A+, S&P A+ Denomination: $5,000 Retail & Pro-Retail Order: 6.9% Retail Order Priority: Day 1 - Retail

(1) California Retail (2) National Retail

Order Priority: Day 2 - Institution (1) Net Designated (2) Retail (3) Member

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Retail Order Period

Pros and Cons of Retail Order Period Neighborly’s mission includes modernizing access to municipal bonds. The increased participation of retail investors is an important step towards satisfying this mission and a tangible way for Neighborly to determine progress towards this goal. Generally, we believe that retail orders periods are a good way to encourage residents to invest in their own city. We also believe, generally, that allowing residents to invest in their own city increases a sense of ownership and civic participation within the community. Here, for the City’s 2018 Bonds transaction, because this transaction has received tremendous support ranging from the top leadership to local residents, we believe that a retail order period will be well received. We also believe that having local residents as investors in the City’s issuance may increase the retail broadband subscription “take rate,” potentially above the estimated 41-42.5% and the business take rate potentially above 27%. If local residents decide to invest in the network through Neighborly’s platform, then they are further incentivized to see the network succeed. We believe this additional incentive may cause the investors to encourage their neighbors and friends to sign up for services. We believe that the bond rates achieved in a retail-focused transaction would be comparable to a non-retail focused issuance. For example, in February 2017, our sole managed transaction for the City of Cambridge, Massachusetts General Obligation 2017 Series A (mini-bonds) was priced at the same spread to MMD as Cambridge’s competitive deal that priced two weeks after. We find that when local constituents are directly impacted by the project being funded, this can drive spreads even tighter. For example, as noted in Question 8, in March 2017, for the City of Burlington, Vermont’s General Obligations Public Improvement Bonds Series 2017A transaction, due to retail demand, there were several maturities along the curve that we were able to price at tighter spreads than Burlington’s General Obligation Refunding Bonds Series 2016C issuance the prior year, which had bond insurance. Please see the case studies under Question 8 for more details on the spreads. In summary, we believe the inclusion of a retail order period may have a positive impact on bond rates achieved. The inclusion of a retail order period may also involve additional effort that may be categorized as a “con.” For example, compared to an institutional-focused order period, a retail order period may include a higher level of involvement by the City in the marketing of the issuance. However, Neighborly provides tools to alleviate the City of the effects of any additional efforts. For example, Neighborly may work closely with the City and its Municipal Advisor to devise and execute a marketing plan and to design marketing materials. Please see Appendix II and III for a sample of Neighborly’s marketing plan and marketing materials.

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Similarly, past retail-focused issuances may have required the City to be hands-on in deal operations. Neighborly’s platform was developed to alleviate many of those pain points. Interested investors can sign-up for a free brokerage account directly on the Neighborly platform via neighborly.com/signup . During the investor account setup process, we populate our suitability algorithm and third-party applications Plaid and Blockscore to ensure rigorous Know Your Customer and investor suitability policies and procedures are enforced. Screenshots of Neighborly’s account opening processes including investor background and suitability procedures are shown in Appendix IV . Neighborly will manage the order processing and order allocations based on the priority of orders mandated by the City. Lastly, the Neighborly platform will automatically email investors with order confirmations, settlements and coupon payments.

Proposed Retail Order Period Structure Size: $24-35 million (~35% of the issuance)

Based on Loveland demographic data and the community’s interest in broadband, we believe that there will be a substantial local retail demand for this issuance.

Maturities: 3-25 years

Structure: Par, or near par

Taxable/Tax-Exempt: Both For retail in a lower tax bracket, taxable bonds may be more attractive.

Allocation Priority: First level: Geographic

(1) Loveland and Larimer County retail/pro-retail (2) Colorado Residents retail/pro-retail (3) National retail/pro-retail (4) Non-retail

Second Level: First-come, first-served

Denominations: $1,000

Limit: $500,000 soft limit In the case each of the retail order period is over subscribed, any total order size

of $500,000 may be pro-rata. This policy would ensure that smaller orders will not be pushed out by larger orders.

Order Period: 3-5 business days Neighborly also has the capacity to take orders over the weekend if the City

would like to extend the order period.

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Firm’s local Colorado retail and institutional sales capabilities Neighborly currently has over 14,000 users on our platform, spanning across retail, professional retail, and institutional investors, who are already interested in investing in impactful projects such as broadband. Local Residents. After submitting this proposal, we plan to begin executing on a digital marketing campaign to generate interest from local residents in the eventual bond issuance. Through this campaign, we can help the City educate Loveland residents on the bond issuance and begin to build a book of local investor interest. It is a powerful and unique mechanism that we have deployed in cities across the country. For example, in our 2017 deal with Cambridge, Massachusetts, we generated interest from almost 900 local residents. With the resources we plan to commit to this campaign in Loveland, we believe we could generate interest from upwards of 3,000 local residents. Professional Retail. The Neighborly Securities Capital Markets team will also reach out to local Colorado RIAs such as, BSW Wealth Partners, Race Street Management, Colorado Capital Management, Crestone Capital LLC, NEPC Investment Consulting, Cap Rock Group and Minot Capital. In addition, Neighborly has identified national RIAs that are buyers of Colorado bonds such as, Auto Owners Insurance Company, 1888 Management LLC, City National Rochdale, County Trust Bank, Equus Private Wealth, First Foundation Advisors, First Western, Innovest Portfolio Solutions, Manning & Napier Advisors, Neuberger Berman, Personal Capital, Prime Advisors and Thornburg. CRA Investors. The Community Reinvestment Act (“CRA”) of 1977 requires depository institutions to invest back into the communities they serve through qualified investments. One way these institutions can fulfill their annual requirements is by investing in municipal bonds that finance broadband. Broadband investments gives financial institutions opportunities to invest in community development for low- to moderate- income areas and help bridge the digital divide and improve economic stability. We believe that there may be opportunities in Loveland to market the City’s 2018 Bonds to financial institutions seeking investments for CRA credit and would assist in the sales/marketing outreach efforts to these investors. Such local banks seeking CRA credit may include: KeyBank, Wells Fargo, Bank of Colorado, Independent Bank, Advantage Bank, First National Bank and Guaranty Bank and Trust Company. Neighborly Investments. Additionally, we reach institutional investors and high net worth individuals via Neighborly Investments, a next-generation investment manager that will deliver tailored impact investments through municipal bonds. Neighborly Investments leverages Neighborly Corporation’s robust technology to deliver investor access to impactful public projects, from schools and public parks to next-generation infrastructure such as municipal broadband and microgrids. With a strong focus on transparency and accountability, Neighborly

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Investments offers investors the unprecedented opportunity to make a direct contribution to projects that address environmental, social, educational and economic challenges in communities across the U.S. Crucially, Neighborly Investments ensures that each investment opportunity meets specific criteria indicative of strong economic fundamentals, transparent financial disclosure, and clear impact value. The firm's technology-powered process enhances investment decision-making that is both guided by clients' principles and fully tailored to their preferences, enabling them to generate returns while funding meaningful and economically sound projects. Neighborly Corporation and its subsidiaries take their supervisory obligations seriously and have developed a comprehensive conflicts framework to ensure no potential conflicts are realized between affiliates. Please see our answer to Question 14 for more information.

Capital Commitment

In May 2017, Neighborly Corporation raised a $25 million Series A round to further our mission of modernizing public finance. The investment was led by Joe Lonsdale at 8VC, Laurene Powell Jobs at Emerson Collective, with follow-on participation from Ashton Kutcher at Sound Ventures, Maven Ventures, Bee Partners, and Stanford University. Additional new investors in the Series A included Govtech Fund, Abstract.vc, and Fintech Collective. Neighborly will commit its available capital to the 2018 Bonds transaction and is willing to underwrite unsold balances on behalf of Loveland on a firm commitment basis. Neighborly’s entire net capital is available for underwriting municipal securities. The financing of mission-positive projects through the municipal finance industry is our highest and only priority. After the original sale, Neighborly will make all balances available to investors on our online platform. This method often provides individual investors further opportunities to invest in projects they may have missed during the set order period. Further, our online platform works with clients to help them trade or sell bonds in the secondary market, if necessary.

Examples of Neighborly committing its own capital for clients include: $189,735,000 City and County of San Francisco, California General Obligation Bonds

Series 2018C (May 2018) Co-Managed competitive transaction, $2,100,000 allocation Expected closing date: 05/23/2018

$10,585,000 Town of Southborough, MA General Obligation Municipal Purpose Loan of 2018 Bonds (May 2018)

Senior Managed competitive transaction Expected closing date: 05/17/2018

$28,255,000 Clackamas County, OR Full Faith and Credit Refunding Obligations, Series 2018 (February 2018)

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Senior Managed competitive transaction $9,465,000 Somerville, MA General Obligation Refunding Bonds (December 2017)

Senior Managed competitive transaction; approximately 45% presold $188,305,000 State Public Works Board, State of California Lease Revenue Bonds 2017

Series FGH (October 2017) Co-Managed negotiated transaction; $18,260,000 total orders placed

$2,500,000 State of California General Obligation bonds (August 2017) Co-Managed negotiated transaction; $27,975,000 total orders placed

Fees

Takedown Schedule Neighborly’s mission includes helping issuers save money by responsibly borrowing what’s needed when needed at a lower cost. Our proposed takedown schedule below is less than half the average takedowns in the Colorado negotiated bond market and is subject to negotiation with the City. Proposed Neighborly Fees Schedule for Loveland, CO (Price per $1,000 bond)

Issuance size < 10 years 10­20 years 20 years < Average

Neighborly Takedown per $1,000 $2.00 $2.25 $2.50 $2.25

Comparing Neighborly’s Fees Schedule to past Loveland, CO Bond Issuances

Issuance

Issuance

size

Underwriter’s

discount

Average price

per $1,000

Estimate

discount*

Fort Collins­Loveland Water District Water

Revenue Bonds Series 2010 $11,275,000 $107,112.50 $9.50 76.32%

City of Loveland, Colorado Special

Assessment Refunding Bonds Series 2007 $9,960,000 $149,400.00 $15.00 85.00%

*If the issuance was based on the proposed average of $2.25/bond Neighborly fee schedule above.

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Reimbursable Costs Underwriter Counsel* $15,000

DTC** 800

IPREO** 7,000

CUSIP** 1,500

Out­of­pocket expenses** 3,000

Total $27,300

*This is the estimated cost utilizing Pam Peterson, Esq. as underwriter’s counsel https://www.mcdcconsultant.com/ for bio. However, Neighborly is open to exploring other firms, including local law firms. **Estimated, based on $88MM transaction size; IPREO assumes underwriting syndicate and bookrunning, gameday and wire systems utilized; CUSIP assumes $178 for first maturity in each series + $23 for each subsequent maturity + max of $35 disclosure fee + 50% express fee, 28 bond maturities total for two series.

Marketing Costs The marketing costs will depends on the marketing plan the City chooses to pursue. Neighborly has in-house design team that will provide the City with the marketing designs. The printing, advertising and video costs will be based on the actual expense. However, we have provided the below estimates: Marketing Designs Included

Printing Costs $1,000 ­ $5,000

Video (optional) $1,000 ­ $5,000

Advertisement Placement (Online,

Local Newspaper, etc.) $1,000 ­ $2,000

Total $3,000 ­ $12,000

Brokerage Costs Neighborly will be opening accounts for Colorado residents who want to invest. The Neighborly platform will provide access to the 2018 Bonds at no additional cost to the investor . Neighborly will also facilitate the trade confirmation and settlement notifications. We also work with our clearing broker, Pershing (BNY Mellon), for the coupon and principal payments, which will require minimal touch points from the City. Lastly, we have a customer support center with a robust FAQ page, chat, email and a toll-free number to support residents with questions.

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Additional Information

Summary of Scope of Services for 2018 Bonds Issuance Neighborly is uniquely positioned at the intersection of finance, technology and government to serve as Senior Manager for the City’s 2018 Bonds transaction. We are a mission-aligned firm that believes in the power of technology and community to democratize access to municipal bonds and finance world-positive projects. Financing broadband for communities is a top priority for Neighborly, and we believe that fast, reliable Internet is a necessity to empower individuals and unlock opportunity in today's economy. Through many conversations and meetings with municipalities who have built their own networks, bond lawyers who structured legal frameworks for broadband utilities, and broadband organizations/thought leaders keeping up with current trends and legislation, our Neighborly team has built a strong understanding of the nuances involved in building and financing fiber networks through a utility model utilizing municipal bonds, the original impact investment. Pairing this industry knowledge with our financing and marketing capabilities, we believe we are uniquely qualified to help the City to finance its own network through its Electric and Communications Utility Enterprise. Below is a summarized list of Neighborly’s scope of services for the City’s 2018 Bond transaction, with references to our firm’s responses detailed elsewhere.

Finance Manage working group and timeline of transaction Create plan of finance and preliminary bond structure with Issuer and Municipal Advisor.

Sole managed negotiated transactions for Cambridge, MA (2017/2018); Burlington, VT; Lawrence, KS

Provide indicative bond rates and market commentary

Sole managed negotiated transactions for Cambridge, MA (2017/2018); Burlington, VT; Lawrence, KS

Coordinate rating agency process and create presentation materials

Lindsey Brannon, Head of Public Finance, has experience as senior manager at prior firm Price bonds (provide market intel, price views, comparable transactions, coordinate with syndicate, manage conversations with sales team, review accuracy of orders, allocate bonds, execute trades)

Sole managed negotiated transactions for Cambridge, MA (2017/2018); Burlington, VT; Lawrence, KS; senior managed competitive transactions for Worcester, MA; Somerville, MA

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Commit capital for bond transaction, as needed

Sole managed negotiated transaction for Burlington, VT; senior managed competitive transactions for Worcester, MA; Somerville, MA; Clackamas, OR; Village of Adams, NY; Southborough, MA; co-managed transactions

Technology Lead robust investor marketing campaign engaging local and national retail, professional retail, and institutional investors; facilitate sales conversations with potential investors

Sole managed negotiated transactions for Cambridge, MA (2017/2018); Burlington, VT; Lawrence, KS and all co-managed and selling group deals

Utilize technology platform to create efficient and transparent transaction

All bond transactions in all roles as shown in our response to question 2

Government Hold retail-focused order period

Sole managed negotiated transactions for Cambridge, MA (2017/2018); Burlington, VT; Lawrence, KS; Co-managed transactions for the State of CA

Perform transaction pre-closing and closing activities with working group (documents, logistics, closing with DTC)

Sole managed negotiated transactions for Cambridge, MA (2017/2018); Burlington, VT; Lawrence, KS

The Neighborly Technology Platform Neighborly’s technology platform can prioritize local residents. We build affinity pages and issuance pages that provide information about the project and the issuance to generate interest and encourage local investment. Investors receive alerts about issuances in sectors or states (e.g. broadband and the State of Colorado) they’ve previously indicated an affinity for which connects investors to the bonds they want to invest in. Examples of how Loveland would be presented on our platform are provided in Appendix V: Affinity and Issuances Pages .

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Appendix I: Neighborly Team Resumes Lindsey Brannon, Director and Head of Public Finance , has ten years of banking experience and has executed over $6 billion of senior managed transactions for some of the nation’s largest and most complex issuers. Prior to joining Neighborly in August 2017, she worked as an investment banker in J.P. Morgan's Public Finance Department covering U.S. housing finance agencies and Northeast municipal clients. Ms. Brannon also worked for three years in J.P.

Morgan's Private Bank providing investment, credit, and trust and estate services to Fortune 500 and financial services executives. Ms. Brannon graduated from The University of Chicago with a B.A. in Public Policy Studies and maintains FINRA Series 7, 66, and 79 licenses. Past Clients: Colorado Housing and Finance Authority, CalHousing, City of Cambridge, MA, City of Philadelphia, City of Somerville, MA, Connecticut Housing Finance Agency, Illinois Housing Development Authority, Louisiana Housing Corporation, Maryland Community Development Administration, MassHousing, Michigan State Housing Development Authority, Nebraska Investment Finance Authority, New Mexico Mortgage Finance Authority, New York State Housing Finance Agency, Ohio Housing Finance Agency, Pennsylvania Housing Finance Agency, Rhode Island Housing, State of California, State of Connecticut, State of New York Mortgage Agency, and Texas Veterans Land Board.

Pitichoke Chulapamornsri, Director of Business Development , joined Neighborly in July 2016 and has led grassroots municipal bond transactions across the country including the City of Cambridge's 2017 issuance, which won the Bond Buyer Deal of The Year for innovative non-traditional financing. Prior, Mr. Chulapamornsri was at Goldman Sachs Alternative Investment Group providing private equity funds exposure to high networth clients,

institutions, and sovereign wealth funds. He earned a Masters in Public Policy from Harvard University’s John F. Kennedy School of Government, where he researched the City of Denver, CO Mini-bonds Program and served as the student government president, and a Bachelor of Arts in Business Administration from the University of Washington. He is a Certified Public Accountant and maintains FINRA Series 52 and 63 licenses. Past Clients: City of Burlington, VT, City of Lawrence, KS, State of California, State of Oregon, California State University, State Public Works Board of California, State of Oregon, New York State Housing Finance Authority, Alaska Housing Finance Corporation, Department of Transportation of Maryland, and Pennsylvania Economic Development Financing Authority.

Garrett Brinker , Product Manager for Neighborly Securities , joined Neighborly in May of 2017 from City Innovate Foundation where he was the Policy Innovation Lead, consulting domestic and international governments on technologies involving autonomous vehicles, urban mobility, and smart

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sensors and smart lighting. Prior to that, he worked for the Democratic National Convention Committee. Mr. Brinker received his Master of Public Policy from Georgetown University's McCourt School of Public Policy focusing on technology and energy policy, analyzing and publishing reports on federal energy legislation, working with the American Council for an Energy Efficient Economy. He also served in the Office of Digital Strategy at the White House. Before graduate school, Mr. Brinker was the Director of Undergraduate Outreach for the University of Chicago, leading product, marketing, and communications. He also holds a B.A. in Political Science from the University of Chicago where he concurrently served as a research analyst during the inception of the University of Chicago Crime Lab which served as an underlying influence for the Obama Administration's "My Brother's Keeper" initiative.

Homero Radway, Managing Director of Capital Markets , j oined Neighborly from Morgan Stanley where he was a municipal bond underwriter. Prior to Morgan Stanley, he spent over twenty years in capital markets and municipal bonds at Credit Suisse, T. Rowe Price, and J.P. Morgan. Mr. Radway’s experience visiting schools, seaports, airports, and biofuel plants sparked a passion in infrastructure and an appreciation for the impact public finance has on our communities. Mr. Radway holds a Bachelors of Science in Applied

Economics from Cornell University and an MBA from Georgetown University. Mr. Radway maintains FINRA Series 3, 7, and 63 licenses.

Daniel Kupratis , Client Account Manager , joined Neighborly in April 2018 from J.P. Morgan. At J.P. Morgan, Mr. Kupratis was an Account Manager in the Prime Finance team, responsible for covering top hedge funds on the platform for financing, securities lending, asset servicing, and cash management needs. After graduating from Georgetown University with a Bachelors of Science in Business Administration, Mr. Kupratis started his

career in Securitized Products Sales at Credit Suisse, covering banks, insurance companies, money managers, mortgage originators, servicers, and hedge funds where he focused on fixed income products. Mr. Kupratis maintains FINRA Series 7, 24, and 63 licenses.

John Crossman , Managing Principal , joined Neighborly in July 2017 from Blockchain Clearing Corporation. Mr. Crossman has been involved in the securities industries of the US and Asia since 1979 and 1987, respectively. He helped his firm open the first foreign managed integrated securities house in Taiwan. He also helped his firm become the first foreign firm to own and manage seats on the Shanghai Stock Exchange. In order to facilitate the entry of foreign capital into the Taiwanese and Chinese

markets, Mr. Crossman worked with local regulators to upgrade laws, regulations and market mechanisms to blend local priorities with international institutional needs. He founded Blockchain Clearing Corporation in 2015 to develop market infrastructure for US listed equities and joined Neighborly to drive the modernization of US Municipal Bonds. Mr. Crossman

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graduated from Middlebury College with a B.A. in East Asian Studies and maintains FINRA Series 7, 24, 63 licenses.

Chris Parrott , Chief Financial Officer , is a co-founder of Neighborly Corporation and has been a full-time professional at the firm since January of 2015. Chris started his career as a Registered Assistant with Prudential Financial brokering energy futures contracts traded on the New York Mercantile Exchange. In addition to handling customer orders and monitoring positions, Chris was responsible for tracking margin requirements and excess capital.

After earning his Masters in Accounting from University of Missouri, Kansas City, he moved to public accounting where he worked closely with clients on a variety matters ranging from tax assessment reviews to obtaining financing. Mr. Parrott graduated from the University of Kansas with a B.A. in English. Mr. Parrott maintains a FINRA Series 27 license and is a Certified Public Accountant.

Dennis Azary, Chief Compliance Officer, is located in New York and has an extensive background in financial services and compliance. He has held numerous roles over his almost 20 year career including serving as a FINRA examiner, Chief Compliance Officer of WR Hambrecht + Co., Director of Assurance at BPM LLP and CEO of Peak Regulatory Consulting. Mr. Azary earned a bachelor’s of arts in Economics from The University of Connecticut and maintains FINRA Series 7, 8, 24, 27, 53, 55, 63, 65 licenses.

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Appendix II: Sample 2018 Bonds Marketing Campaign Schedule

July 2018

­ Drafts of Ordinance, POS,

Bond Documents circulated 7/2;

special finance committee

meeting 7/19­7/28

­ Launch marketing campaign

Week 1 ­ 7/26 Neighborly launches Loveland Affinity Page with updated content

about the 2018 Bonds issuance, allowing residents to sign up for

updates

City publishes the Press Release announcing the issuance

City features the issuance on https://www.fcgov.com

August 2018

­ Financing documents delivered

to rating agencies: 8/2; on­site

Rating agency(ies) review

8/7­8/9

­ Bond Ordinance approved on

first reading: 8/20

Week 2 ­ 8/5 City sends Email #1 announcing the issuance

City and Neighborly share the press release on social media via

Facebook, Twitter, and LinkedIn; City mails postcards

Week 3 ­ 8/12

City and Neighborly reach out to local media outlets for coverage

City hangs up posters/banners

Week 4 ­ 8/19 City release “Invest in the future of Loveland” video

Week 5 ­ 8/26

Mayor/City Manager releases public statement to encourage

residents to sign up and get notified once the issuance is live

September 2018

­ Bond Ordinance approved on

second reading: 9/3

­ Publish POS: 9/5

­ Retail Order Period: 9/12­16

(tentative)

­ Final Pricing: 9/17

­ Closing: 9/26

Week 6 ­ 9/2 Neighborly publishes the issuance page

City sends Email #2 to invited interested residents to town hall

Neighborly sends email to all investors who live in Colorado and

those subscribed to the affinity

Week 7 ­ 9/9 Neighborly hosts online webinar answering questions about

issuance and the bond ordering process

City hosts a town hall with Neighborly representatives answering

questions about the issuance

Retail Order Period opens on Thursday 9/12

Week 8 ­ 9/16 Retail Order Period closes on Monday 9/16

Institutional Order Period: Tuesday 9/17

Neighborly sends trade confirmation emails

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Appendix III: Sample Marketing Designs

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Appendix IV: Neighborly Sign-up Process

Sample KYC Questions

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Appendix V: Affinity and Issuance Pages

Broadband Affinity Page

https://neighborly.com/invest-in/broadband

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Loveland, CO Affinity Page

https://neighborly.com/invest-in/loveland-co

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2018 Bonds Issuance Page