Consent to Assignment of Development Agreement — Outfly Development, LLC to Verena Ct Exchange, LLC Copyrighted
April 20, 2026
City of Dubuque PUBLIC HEARINGS # 8.
City Council
ITEM TITLE: Consent to Assignment of Development Agreement — Outfly
Development, LLC to Verena Ct Exchange, LLC
SUMMARY: Proof of Publication on notice of public hearing to consider
approving the Consent to the Assignment of Development
Agreement by and between the City of Dubuque and Outfly
Development, LLC ("Outfly") to Verena Ct Exchange, LLC
and give authorization to the Mayor to execute the
Assignment on behalf of the City of Dubuque and City
Manager recommending approval
RESOLUTION Approving the Consent to 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
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo Consent to Assignment DA Dubuque Outfly Development to Verena
Ct Exchange
2. Staff Memo
3. Resolution
4. Outfly Memorandum to Council re Assignment of DA
5. OutflyAssignment_Development_Agreement (1)
Page 622 of 901
Dubuque
THE CITY OF �
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Approving Consent to Assignment of Development Agreement
By and Between the City of Dubuque, lowa and Outfly Development, LLC
to Verena Ct Exchange, LLC
DATE: April 13, 2026
Senior Counsel Barry Lindahl is recommending City Council adopt a resolution
approving the Consent to the Assignment of Development Agreement by and between
the City of Dubuque and Outfly Development, LLC ("Outfly") to Verena Ct Exchange,
LLC and give authorization to the Mayor to execute the Assignment on behalf of the City
of Dubuque.
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
Jill Connors, Economic Development Director
Page 623 of 901
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: APRIL ZO, 2026
RE: Resolution Approving 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 Resolution approving the Consent to the Assignment of
Development Agreement by and between the City of Dubuque and Outfly Development,
LLC ("Outfly") to 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
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 624 of 901
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 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 approving the Consent to 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 625 of 901
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. 13th St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 142-26
APPROVING THE CONSENT TO THE ASSIGNMENT AND ASSUMPTION OF A
DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND
OUTFLY DEVELOPMENT, LLC TO VERENA CT EXCHANGE, LLC
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; and
Whereas, pursuant to published notice, a public hearing was held on April 20, 2026, on the
consent to the Assignment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA THAT:
Section 1. The Consent to the Assignment and Assumption of Development Agreement
is hereby approved.
Section 2. The Mayor is hereby authorized and directed t sign the Consent to the
Assignment and Assumption of Development Agreement on behalf of the City of Dubuque.
Passed, approved and adopted this 20th day of April, 2026.
Attest:
Trish L. Gleason, Assistant City Clerk
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 628 of 901
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 629 of 901
ASSIGNMENT AND ASSUMPTION
OF DEVELOPMENT AGREEMENT
This ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
effective as of Apr;\ a1 1 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]
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:
Name: Michael Fullan
Its: Managing Member
ASSIGNEE:
Verena Ct Exchange, LLC,
an Iowa limited liability company
By: CDECRE, LLC,
a Delaware limited liabil}y company,
its sole me
By:
Its: Senior Vice President
CONSENT TO ASSIGNMENT AND
ASSUMPTION AGREEMENT
. Cavanagh, Mayor
Attest:
Trish L. Gleason, Assistant City Clerk
Bv:
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 632 of 901
STATE OF IOWA SS:
DUBUQUE COUNTY
CERTIFICATE OF PUBLICATION
I, Kathy Goetzinger, a Billing Clerk for Woodward
Communications, Inc., an Iowa corporation, publisher
of the Telegraph Herald, a newspaper of general
circulation published in the City of Dubuque, County
of Dubuque and State of Iowa; hereby certify that the
attached notice was published in said newspaper on the
following dates:
04/10/2026
and for which the charge is 32.12
Subscribed to befo
me, a Notary Publicm and for
Dubuque County, Iowa,
this loth day of April, 2026
A1AL
0
towk
JANET K. PAPE
rCommission Number 199659
My Commission Expires
12/11/2028
Ad text :
CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
PUBLIC NOTICE is hereby given that the Dubuque City Council
will conduct a public hearing on the 20th day of April, 2026
at 6:30 p.m., in the Historic Federal Building, 350 W. 6th
Street, 2nd floor, Dubuque, Iowa, 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. 13th 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 Iowa by dialing 711
or (800) 735-2942.
Published by order of the City Council given on the 6th day
of April, 2026.
Adrienne N. Breitfelder,
CMC, City Clerk
1t 4/10