Consent to Assignment of Development Agreement By and Between the City of Dubuque, Iowa and Outfly Development, LLC to Verena Ct Exchange, LLC Copyrighted
April 6, 2026
City of Dubuque ITEMS SET FOR PUBLIC HEARING # 5.
City Council
ITEM TITLE: Consent to Assignment of Development Agreement By and
Between the City of Dubuque, lowa and Outfly Development,
LLC to Verena Ct Exchange, LLC
SUMMARY: City Manager recommending City Council adopt the
resolution setting a public hearing for April 20, 2026, for the
Consent to Assignment of the Development Agreement by
and between the City of Dubuque, lowa and Outfly
Development, LLC to Verena Ct Exchange, LLC.
RESOLUTION Fixing The Date For A Public Hearing Of The
City Council Of The City Of Dubuque, lowa On The
Assignment And Assumption Of A Development Agreement
By And Between The City Of Dubuque, lowa And Outfly
Development, LLC To Verena Ct Exchange, LLC And
Providing For The Publication Of Notice Thereof
SUGGUESTED Receive and File; Adopt Resolution(s), Set Public Hearing for
DISPOSITION: April 20, 2026
ATTACHMENTS:
1. MVM Memo
2. Staff Memo
3. Outfly Memorandum to Council re Assignment of DA
4. Notice of Public Hearing Outfly
5. Resolution
6. OutflyAssignment_Development_Agreement
Page 1155 of 2358
Dubuque
THE CITY OF �
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Consent to Assignment of Development Agreement By and Between the
City of Dubuque, lowa and Outfly Development, LLC to Verena Ct
Exchange, LLC
DATE: March 31, 2026
Senior Counsel Barry Lindahl is recommending City Council adopt the resolution setting
a public hearing for April 20, 2026, for the Consent to Assignment of the Development
Agreement by and between the City of Dubuque, lowa and Outfly Development, LLC to
Verena Ct Exchange, LLC
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Barry Lindahl, Senior Counsel
Page 1156 of 2358
Dubuque
THE CITY OF �
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DuB E ;,,t : ,
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Masterpiece on the Mississippi �°'�Z°lz
2013•2017
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: City Manager Michael C. Van Milligen
DaTE: March 26, 2026
RE: Consent to Assignment of Development Agreement By and Between the City
of Dubuque, lowa and Outfly Development, LLC to Verena Ct Exchange, LLC
Attached to this Memorandum is an Assignment of Development Agreement executed by
Outfly Development, LLC ("Outfly") and Verena Ct Exchange, LLC.
The City and Outfly entered into a Development Agreement dated the 6th day of October,
2025 related to the purchase by Outfly of the property legally described as Lot 3 of
Dubuque Industrial Center South Third Addition in the City of Dubuque, lowa (Parcel A)
and Lot 2 of Dubuque Industrial Center South Third Addition in the City of Dubuque, lowa
(Parcel B) (the Development Property).
Outfly is selling other property to a third-party purchaser and using funds from the sale to
acquire the Development property and construct the Minimum Improvements required
under the Development Agreement.
In order to save substantial taxes related to the sale of the existing property, Outfly will
use an IRS section 1031 tax deferred exchange. As part of that exchange, Outfly has
created a new entity, Verena Ct Exchange, LLC. That new entity will use the funds from
the sale of the other property to acquire the Development Property.
Verena Ct Exchange, LLC will be the owner of the Development Property and will assume
the role of Developer under the Development Agreement. Verena Ct Exchange, LLC will
be affiliated with and controlled by the same individuals as Outfly Development, LLC.
Outfly Development, LLC will continue to manage the development of the project through
this structure. Verena Ct Exchange, LLC will hold title to the Development Property during
the exchange period, after which ownership of Verena Ct Exchange, LLC will be
transferred to Outfly Development, LLC upon completion of the exchange. This
assignment is administrative in nature and does not alter the scope of the project, the
obligations of the Developer, or the financial capacity supporting the project. The same
principals will remain responsible for performance under the Development Agreement.
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 33�, HARBOR VIEW PLACE, 3OO MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563)583-4113/Fax (563)583-1040/EMai� balesq@cityofdubuque.org
Page 1157 of 2358
The attached Assignment accomplishes the assignment contemplated above, subject to
the City's agreement and consent.
Outfly Development, LLC, is requesting that the City Council consent to the Assignment
of the Development Agreement and authorize the Mayor to execute the Assignment on
behalf of the City of Dubuque.
I request that City Council adopt the attached Resolution setting a public hearing for April
20, 2026, on the Assignment.
cc:
Crenna Brumwell, City Attorney
Jill Connors, Economic Development Director
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 33�, HARBOR VIEW PLACE, 3OO MAIN STREET DUBUQUE, IA 52001-6944
TE�EPHONE (563)583-4113/F,vc (563)583-1040/EMai� tsteckle@cityofdubuque.org
Page 1158 of 2358
Drake Law Firm, P.c.
ATTORNEYS
D. Flint Drake* 300 Main Street,Suite323 Samuel M.DeGree
fdrakc(cr�,drakclawpacom Dubuque,IA 52001 sdegree(a�drakelawpc.com
Both admitted in Iowa Telephone:(563)582-2000
Facsimile:(563)583-5225
March 26, 2026
MEMORANDUM
TO: Barry Lindahl, Senior Counsel
RE: Assignment of Development Agreement - Outfly Development
FROM: Drake Law Firm, PC
Barry:
Attached to this Memorandum is an Assignment of Development Agreement
executed by Outfly Development, LLC ("Outfly") and Verena Ct Exchange, LLC.
The City and Outfly entered into a Development Agreement dated the 6th
day of October, 2025 related to the purchase by Outfly of the Property legally
described as Lot 3 of Dubuque Industrial Center South Third Addition in the City of
Dubuque, lowa (Parcel A) and Lot 2 of Dubuque Industrial Center South Third
Addition in the City of Dubuque, lowa (Parcel B).
Outfly is selling other property to a third party purchaser and using funds
from the sale to acquire the above City property and construct the Minimum
Improvements required under the Development Agreement. In order to save
substantial taxes related to the sell of the existing property, Outfly will use an IRS
section 1031 tax deferred exchange. As part of that exchange, Outfly has
created a new entity, Verena Ct Exchange, LLC. That new entity will use the
funds from the sale of the existing land to acquire the real estate subject to the
Development Agreement.
Verena Ct Exchange, LLC will be the owner of the real estate and will
assume the role of Developer under the Development Agreement. Verena Ct
Exchange, LLC will be affiliated with and controlled by the same individuals as
Page 1159 of 2358
Outfly Development, LLC. Outfly Development, LLC will continue to manage the
development of the project through this structure. Verena Ct Exchange, LLC will
hold title to the property during the exchange period, after which ownership of
Verena Ct Exchange, LLC will be transferred to Outfly Development, LLC upon
completion of the exchange. This assignment is administrative in nature and
does not alter the scope of the project, the obligations of the Developer, or the
financial capacity supporting the project. The same principals will remain
responsible for performance under the Development Agreement.
The attached Assignment accomplishes the assignment contemplated above,
subject to the City's agreement and consent. On behalf of Outfly Development,
LLC, we request that the City Council approve and consent to the Assignment of
the Development Agreement and authorize the mayor to execute the Assignment
on behalf of the City of Dubuque.
Please advise of any additional questions. Thank you.
Page 1160 of 2358
CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
PUBLIC NOTICE is hereby given that the Dubuque City Council will conduct a public
hearing on the 20t" day of April, 2026 at 6:30 p.m., in the Historic Federal Building, 350
W. 6th Street, 2�d floor, Dubuque, lowa, at which meeting the City Council proposes to
approve the consent to Assignment and Assumption of Development Agreement by and
between City of Dubuque and Outfly Development, LLC to Verena Ct Exchange, LLC.
At the meeting, the City Council will receive oral and written comments from any resident
or property owner of said City to the above action. The official City Council agenda will be
posted the Friday before the meeting and will contain public input options. The agenda
can be accessed at https://dubuqueia.portal.civicclerk.com/ or by contacting the City
Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org.
Written comments on the public hearing may be submitted to the City Clerk's Office by
email at ctyclerk@cityofdubuque.org or by mail to City Hall, 50 W. 13t" St., Dubuque, IA
52001, before the scheduled hearing. The City Council will review all written comments
at the time of the hearing.
Documents related to the public hearing are on file in the City Clerk's Office and may be
viewed Monday through Friday between 8:00 a.m. and 5:00 p.m.
Individuals requiring special assistance should contact the City Clerk's Office as soon as
feasible. Deaf or hard-of-hearing individuals can use Relay lowa by dialing 711 or (800)
735-2942.
Published by order of the City Council given on the _ day of , 2026.
Adrienne N. Breitfelder, CMC, City Clerk
Page 1161 of 2358
Prepared by Barry A. Lindahl, Esq., 300 Main Street Suite 330, Dubuque, IA 52001, (563) 589-4113
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 1311 St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 111-26
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA ON THE CONSENT TO ASSIGNMENT AND ASSUMPTION OF A
DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND
OUTFLY DEVELOPMENT, LLC TO VERENA CT EXCHANGE, LLC AND PROVIDING FOR
THE PUBLICATION OF NOTICE THEREOF
Whereas, the City of Dubuque and Outfly Development, LLC (Outfly) entered into a
Development Agreement dated the 6th day of October, 2025 related to the purchase by Outfly of
the property legally described as Lot 3 of Dubuque Industrial Center South Third Addition in the
City of Dubuque, Iowa (Parcel A) and Lot 2 of Dubuque Industrial Center South Third Addition in
the City of Dubuque, Iowa (Parcel B) (the Development Property); and
Whereas, Outfly now desires to assign the Development Agreement to Verena Ct
Exchange, LLC to facilitate an IRS section 1031 tax deferred exchange with Verena Ct Exchange,
LLC pursuant to the Assignment and Assumption OF Development Agreement attached hereto;
and
Whereas, Verena Ct Exchange, LLC will be the owner of the Development Property and
will assume the role of Developer under the Development Agreement and will be affiliated with
and controlled by the same individuals as Outfly Development, LLC; and
Whereas, after the required exchange period, ownership of Verena Ct Exchange, LLC will
be transferred to Outfly Development, LLC which will then be the Developer; and
Whereas, Outfly Development, LLC, has requested that the City Council consent to the
Assignment of the Development Agreement; and
Whereas, the City Council finds that it is in the bests interests of the City of Dubuque to
consent to the Assignment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA THAT:
Section 1. The City Clerk is hereby authorized and directed to cause a notice to be
published as prescribed by Iowa Code Section 403.9 of a public hearing on the City's intent to
approve the attached Assignment and Assumption of Development Agreement by and between
City of Dubuque and Outfly Development, LLC to be held on the 20th day of April 2026 at 6:30
p.m. for the purpose of receiving public input and comment regarding the proposed Assignment
and Assumption of Development Agreement.
Section 2. The City Council will meet at said time and place for the purpose of taking
action on the matter of approving the consent to the Assignment and Assumption of Development
Agreement.
Section 3. The City Clerk is hereby directed to cause at least one publication to be made
of a notice of said meeting, in a newspaper, printed wholly in the English language, published at
least once weekly, and having general circulation in said City, said publication to be not less than
four days nor more than twenty days before the date of said meeting on the issuance of said
Obligations.
Section 4. That the notice of the meeting shall be in substantially the form attached
hereto.
Passed, approved and adopted this 6th day of April, 2026.
ffr�ad M <DV nagh,•
Attest:
Adrienne N. Breitfelder, Cify Clerk
ASSIGNMENT AND ASSUMPTION
OF DEVELOPMENT AGREEMENT
This ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
effective as of 2026 is entered into by and among
Outfly Development,LLC,an Iowa limited liability company(Outfly),and Verena Ct Exchange,
LLC, an Iowa limited liability company.
WITNESSETH:
WHEREAS, Outfly entered into that certain Development Agreement between the City
of Dubuque, Iowa("Seller") and Assignor, as Purchaser, dated as of October 6, 2025_for the
property legally descriped as follows:
Lot 3 of Dubuque Industrial Center South Third Addition in the City of Dubuque, Iowa(Parcel
A)
Lot 2 of Dubuque Industrial Center South Third Addition in the City of Dubuque,Iowa(Parcel
B)
(the Development Property); and
WHEREAS, Outfly as Assignor desires to assign its right, title, and interest in the
Development Agreement to Verena Ct Exchange, LLC asAssignee; and
WHEREAS,Assignee desires to acquire Assignor's right,title, and interest in the
Development Agreement.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt of which is hereby acknowledged, Assignor and Assignee
agree as follows:
Section 1. Assignment.Effective as of the date hereof,Assignor does hereby assign,
transfer, and set over to Assignee, its successors and assigns, all of Assignor's right, title, and
interest in the Development Agreement.
Section. 2. Assumption.Effective as of the date hereof,Assignee hereby accepts the
foregoing assignment of Assignor's right,title, and interest in the Development Agreement.
Section 3.Indemnity and Hold Harmless.Assignor hereby agrees to indemnify,defend,
and hold harmless Assignee, its members, officers, directors, employees, agents, and affiliates,
from all loss, expense (including reasonable attorneys' fees), damage, and liability in the
Development Agreement .
[REMAINDER OF PAGE INTENTIONALLY BLANK]
Page 1164 of 2358
IN WITNESS WHEREOF,the undersigned have executed this Agreement as of the date
first above set forth.
ASSIGNOR:
Outfly Development, LLC,
an Iowa limited liability company
By: %�L�/l��/J.D ��
� /,�,�,,-�.��-c
b
Name: Michael Fullan
Its: Managing Member
ASSIGNEE:
Verena Ct Exchange, LLC,
an Iowa limited liability company
By: CDECRE,LLC,
a Delaware limited liability company,
its sole mem�er �1,-,
, ��� _ r �%�' -
By: ..
Its: Senior Vice President
CONSENT TO ASSIGNMENT AND
ASSUMPTION AGREEMENT
Brad M. Cavanagh, Mayor
Attest:
Adrienne N. Breitfelder, City Clerk
By:
Page 1165 of 2358
EXHIBIT A
Lot 3 of Dubuque Industrial Center South Third Addition in the City of Dubuque, Iowa(Parcel
A)
Lot 2 of Dubuque Industrial Center South Third Addirion in the City of Dubuque, Iowa(Parcel
B)
Page 1166 of 2358