HomeMy WebLinkAbout2025-09-25 EDA Packet
Meeting Location: Municipal Center
7100 147th Street West
Apple Valley, Minnesota 55124
September 25, 2025
Economic Development Authority Meeting Tentative Agenda
7:30 PM
1. Call To Order
2. Approve Agenda
3. Consent Agenda
Consent Agenda Items are considered routine and will be enacted with a single
motion, without discussion, unless a councilmember or citizen requests to
have any item separately considered. It will then be moved to the regular
agenda for consideration.
A. Approve Minutes of January 23, 2025, Regular Meeting
B. Approval of Planned Development Agreement and Development
Agreement for Valley Station Apartments (The Gaslight Site) - 15584
Gaslight Drive
4. Regular Agenda
5. EDA Items And Communications
6. Staff Updates
7. Adjourn
Next Regularly Scheduled Meeting Date: Tuesday, December 23, 2025
ITEM: 3.A.
MEETING DATE: September 25, 2025
SECTION: Consent Agenda
Description:
Approve Minutes of January 23, 2025, Regular Meeting
Staff Contact:
Christina Scipioni, City Clerk
Department / Division:
Community Development
Action Requested:
Approve minutes of regular meeting on January 23, 2025.
Summary:
The minutes of the regular Economic Development Authority meeting are attached for your review
and approval.
Background:
State statute requires the creation and preservation of meeting minutes which document the official
actions and proceedings of public governing bodies.
Budget Impact:
N/A
Attachments:
1. 2025-01-23 EDA Minutes
ECONOMIC DEVELOPMENT AUTHORITY
City of Apple Valley
Dakota County, Minnesota
January 23, 2025
Minutes of the Meeting of the Economic Development Authority of Apple Valley, Dakota
County, Minnesota, held January 23, 2025, at 6:30 p.m., at Apple Valley Municipal Center.
PRESENT: President Tom Melander, Commissioners John Bergman, Lisa Hiebert, Clint
Hooppaw, and Jodi Kurtz
ABSENT: Commissioners Ruth Grendahl and Ken Johnson
City staff members present: City Administrator Lawell, Community Development Director
Benetti, City Attorney Hills, City Clerk Scipioni, and City Planner Sharpe
APPROVAL OF AGENDA
President Melander asked staff if there were any changes to the agenda. Mr. Lawell stated there
were no changes.
MOTION: of Bergman, seconded by Kurtz, approving the agenda. Ayes – 5 - Nays - 0.
CONSENT AGENDA
MOTION: of Kurtz, seconded by Hiebert, approving the minutes of the special meeting on
October 24, 2024. Ayes – 5 – Nays – 0.
REGULAR AGENDA
2025 BOARD OFFICERS
It was the consensus of the Commissioners to reappoint the Board Officers who served in 2024:
President: Tom Melander
Vice-President: Ruth Grendahl
Secretary: Christina M. Scipioni
Treasurer: John Bergman
Assistant Treasurer: Christina M. Scipioni
MOTION: of Hooppaw, seconded by Kurtz, to adopt Resolution Approving the 2025 Board
Officers. Ayes – 5 - Nays – 0.
Economic Development Authority
City of Apple Valley
Dakota County, Minnesota
January 23, 2025
Page 2
2025 EDA Budget
Mr. Benetti provided an overview of the proposed 2025 budget.
MOTION: of Hooppaw, seconded by Bergman, to adopt Resolution Approving the 2025
EDA Budget. Ayes – 5 - Nays – 0.
STAFF UPDATES
There were no staff updates.
ADJOURNMENT
MOTION: by Hooppaw, seconded by Bergman, to adjourn at 6:40 p.m. Ayes – 5 - Nays – 0.
Respectfully Submitted,
Christina M. Scipioni, City Clerk
Approved by the Apple Valley Economic
Development Authority on __________. Thomas O. Melander, President
ITEM: 3.B.
MEETING DATE: September 25, 2025
SECTION: Consent Agenda
Description:
Approval of Planned Development Agreement and Development Agreement for Valley Station
Apartments (The Gaslight Site) - 15584 Gaslight Drive
Staff Contact:
Tim Benetti, Community Development Director
Department / Division:
Community Development
Action Requested:
Approve and Authorize the Execution of a Planned Development Agreement and Development
Agreement between Apple Valley AH I, LLLP and the Apple Valley Economic Development Authority
(EDA)
Summary:
Prior to this scheduled EDA meeting, the City Council is expected to consider the Valley Station
Apartments project, a five-story, 144-unit affordable workforce housing development at 15584
Gaslight Drive. The 3.10-acre parcel, generally referred to as The Gaslight Site, is located at the
southeast corner of 155th Street West and Gaslight Drive.
The developer, Real Estate Equities (REE), has requested amendments to Planned Development No.
507, along with Site Plan and Building Permit Authorization to allow construction of the apartments.
Because the Gaslight Site is owned by the EDA, approval of both a Planned Development Agreement
and a Development Agreement is required among Apple Valley AH I, LLLP (REE), the Apple Valley
Economic Development Authority, and the City of Apple Valley (as co-signatory).
Subject to City Council approval of the PD Amendment and site/building plans, the EDA will also be
asked to authorize the President and Executive Director to execute the two agreements. These
agreements will formalize the requested amendments and establish project-specific conditions and
standards.
Note: For purposes of this action item, the EDA is being presented with the draft Planned Development
Agreement and Development Agreement only. The site plans and related attachments are included in the
September 26, 2025, City Council Memo Report.
Background:
• The Gaslight Site was acquired by the EDA in 1997 and leased to the Minnesota Valley Transit
Authority (MVTA) for use as a park-and-ride facility, which ceased operations in early 2024.
• In 2024, the EDA issued a Request for Proposals (RFP) to redevelop the site. REE’s workforce
housing project was selected, and a purchase agreement was executed.
• The Planning Commission held a public hearing on July 16, 2025. Following requested
building adjustments and site revisions, REE submitted a revised plan for consideration at
the September 3, 2025 meeting.
• The Planning Commission subsequently recommended approval (5–1 vote) of the Planned
Development amendments and Site Plan/Building Permit Authorization, subject to
conditions outlined in the City Council resolution.
Budget Impact:
N/A
Attachments:
1. Planned Development Agreement - Valley Station Apartments
2. Development Agreement - Valley Station Apartments
3. Stormwater Maintenance Agreement - Valley Station Apartments
PLANNED DEVELOPMENT AGREEMENT
Valley Station Apartments
This Planned Development Agreement ("Agreement") is entered into by and between the City
of Apple Valley, a Minnesota municipal corporation (hereinafter the “City”); Apple Valley Economic
Development Authority, a public body corporate and politic under the laws of the State of
Minnesota, (hereinafter the “EDA”) and APPLE VALLEY AH I, LLLP, a Minnesota limited
liability limited partnership (hereinafter the “Developer”). The City, EDA and Developer are
collectively the “Parties.”
WHEREAS, the EDA is the fee owner of real property in Dakota County, Minnesota,
legally described as Lot 1, Block 2, Carroll Center 4th Addition (the “Property”), which is governed
by this Agreement and depicted on the plat shown on Exhibit A; and
WHEREAS, the Developer has made an application for development of the property as
depicted on plans attached hereto as Exhibit B; and
WHEREAS, the Developer's applications have been approved by the City, subject to conditions
set forth on Exhibits C (which conditions are approved by the City) and the EDA and Developer
entering into this Agreement; and
WHEREAS, the Parties desire to provide for development of the Property in accordance with
Planned Development Designation No. 507, to allow construction of a 144-unit apartment
development; and
WHEREAS, the Parties hereby acknowledge that this Agreement and the plans and
specifications submitted by Developer and approved by the EDA constitute the Planned Development
Agreement for the Property.
NOW, THEREFORE, it is hereby agreed by and between the Parties as follows:
1. This Agreement applies to the development and use of the Property.
2. The Developer agrees that the development and use of the Property shall, in all material
respects, comply with Apple Valley City Code Chapter 155, Appendix F Article 18, governing Planned
Development Designation No. 507, and the following Exhibits attached hereto and incorporated herein:
Exhibit B Development Plans
Exhibit C Conditions of Building Permit Authorization (Lot 1, Block 2, Carroll Center
4th Addition)
2
The Developer further agrees that the development and use of the Property shall comply with all plans
and specifications submitted by the Developer and approved by the EDA, which are incorporated
herein by reference. All the plans and specifications are available for inspection in full-size format at
the Apple Valley Municipal Center.
3. Minor deviations from the above plans may be accepted by the City provided that the
Community Development Director makes a written determination that the revised plans are in general
conformance with the above-listed plans.
4. This Agreement may be amended from time to time as the Parties may agree. Any such
amendment must be in writing and signed by both Parties. Furthermore, the development plans may be
amended upon application by the Developer and approval of the City, pursuant to Apple Valley City
Code. Amendments to the development plans, once approved, shall become Exhibits hereto and shall be
fully binding upon the Parties as if fully set forth herein.
5. This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective successors and assigns.
6. This Agreement shall run with the Property and shall be recorded in the Office of the
Dakota County Recorder or Registrar of Titles.
7. This Agreement shall be governed by and construed under the laws of the State of
Minnesota. Notwithstanding the foregoing, the Parties recognize that as of the date hereof, the
Developer has not yet purchased the Property, and is party to that certain Sale and Purchase Agreement
dated as of October 25, 2024, by and between the EDA and Real Estate Equities, LLC, a Minnesota
limited liability company (the “Original Buyer”), as assigned by Original Buyer to Developer pursuant
to that certain Assignment and Assumption of Purchase and Sale Agreement dated as of September 4,
2025 (collectively, the “Purchase Agreement”). The Parties agree that if the Purchase Agreement is
terminated for any reason or the Developer does not purchase the Property from EDA, this Agreement
shall automatically terminate, and Developer shall have no further obligations hereunder.
8. Should any provision of this Agreement be held to be void, invalid, unenforceable, or
illegal by a court, the validity and the enforceability of the other provisions shall not be affected thereby.
Failure of either Party to enforce any such provision shall not act as a waiver by the non-defaulting Party.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and
year first above written.
[SIGNATURE PAGES TO FOLLOW]
4
PLANNED DEVELOPMENT AGREEMENT
Valley Station Apartments
(Signature page of EDA)
Apple Valley Economic Development
Authority, a body corporate and politic under
the laws of the State of Minnesota
Dated: _________________________, 2025 By: ____________________________________
Tom Melander
Its: President
By: ____________________________________
Tom Lawell
Its: Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this _____ day of
_______________, 2025, by Tom Melander and Tom Lawell, the president and Executive Director
of the Apple Valley Economic Development Authority, a body corporate and politic under the laws
of the State of Minnesota, on behalf of the body corporate and politic.
______________________________
Notary Public
5
PLANNED DEVELOPMENT AGREEMENT
Valley Station Apartments
[Signature Page of City]
City of Apple Valley, a Minnesota municipal
Corporation
Dated: _________________________, 2025 By: ___________________________________
Clint Hooppaw
Its: Mayor
By: ___________________________________
Christina M. Scipioni
Its: City Clerk
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this _____ day of
_______________, 2025, by Clint Hooppaw and Christina M. Scipioni, the Mayor and City Clerk
of the City of Apple Valley, a Minnesota municipal corporation, on behalf of the municipal
corporation.
______________________________
Notary Public
This instrument was drafted by:
Dougherty, Molenda, Solfest, Hills & Bauer P.A.
14985 Glazier Avenue, Suite 525
Apple Valley, Minnesota 55124
(952) 432-3136
RBB: 42736
_______________________________
____________________________________________
DEVELOPMENT AGREEMENT
Between
CITY OF APPLE VALLEY
And
APPLE VALLEY AH I, LLLP
And
APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY
For
VALLEY STATION APARTMENTS
On
LOT 1, BLOCK 2, CARROLL CENTER 4TH ADDITION
DAKOTA COUNTY, MINNESOTA
____________________________________________
_______________________________
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A G R E E M E N T
WHEREAS, the City of Apple Valley, Dakota County, Minnesota, (“City”), has been
requested by Apple Valley AH I, LLLP, a Minnesota limited liability limited partnership
(“Developer”) and Apple Valley Economic Development Authority, a body corporate and politic
under the laws of the State of Minnesota (“Owner”) (City, Developer and Owner are collectively
referred to as the “Parties”) to approve development of Lot 1, Block 1, Carroll Center 4th Addition
(hereinafter the “Property”), as shown on Exhibit “A” attached hereto and incorporated herein;
and
WHEREAS, the Developer intends to develop the Property into a new 144-unit apartment
development known as “Valley Station Apartments” (the “Development”) as depicted on the site
and civil plans attached hereto and incorporated herein; and
NOW, THEREFORE, in consideration of the mutual agreements of the Parties, it is hereby
agreed by and between the Parties as follows:
1. Subject to the terms and conditions of this Development Agreement
(“Agreement”), the City hereby approves the issuance of a building permit and any related permits
for the Development.
2. The Property is governed by the terms and conditions of the City’s Zoning
Ordinances (the “Ordinance”). Any use of the Property shall be in accordance with the provisions
of the Ordinance.
3. The Developer shall comply with the conditions of Building Permit Authorization
set forth in City of Apple Valley Resolution No. 2025-______, a copy of which is attached hereto
as Exhibit “B” and incorporated herein.
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Developer Improvements
4. Subject to the provisions hereunder, the Developer shall, in a manner acceptable to
the City Engineer, install the utility improvements and grade the Property and install improvements
within the Property, in accordance with and under the following conditions:
A. To complete all improvements in conformance with the plans and
specifications submitted by the Developer and approved by City, including but not limited to the
following plans (the “Plans”), and any subsequent revisions as required by the City Engineer:
C2-1 Site Plan
C3-1 Grading Plan
C3-2 and C3-3 SWPPP
C4-1 Utility Plan
C4-2 Storm Sewer Plan
C8-1 and C8-2 Details
L1-1 and L2-1 Landscape Plan and Details
Exhibit A – Valley Station Apartments Sanitary Sewer Improvements Project (Project
2026-112) (Final Plans and Specifications to be prepared by the City Engineer.)
B. To construct sidewalk(s) and driveways with concrete or bituminous
material in accordance with the City’s construction standards.
C. To seal or cause to be sealed any wells that may exist on the Property in
accordance with State, County, and local laws.
D. To install a protective box and cover over each sewer cleanout and water
shutoff, to the City’s specifications.
E. To install all lot monuments for the Development upon or before one year
from the date of this Agreement.
F. To install and maintain all materials (trees, shrubs, and sod) identified in the
City approved landscape plan.
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G. The Developer agrees to comply with all requirements of the Natural
Resources management regulations as set forth in Chapter 152 of the Apple Valley City Code prior
to, during and after the development of the Property. The Developer further agrees to submit to
the City for its approval a Natural Resources Management Plan prior to any construction or land-
disturbing activity in connection with the development of the Property. The Developer shall
implement and comply with all terms and conditions of the approved Natural Resources
Management Plan prior to and during any construction or land-disturbing activity, including, but
not limited to, maintaining the performance security required in Chapter 152 of the Apple Valley
City Code.
H. To install each item noted in this Section 4 at the Developer’s sole cost and
expense, in accordance with all plans reviewed and approved by the City.
I. To attend a preconstruction meeting with representatives of the City and to
require the attendance of all contractors and subcontractors, prior to commencement of
construction.
J. The Developer will not bury any pipe, install bituminous surface, nor pour
concrete pursuant to implementing the Plans, without the specific approval of the City Inspector,
prior to the work being performed.
K. All “on-site” inspections by the City will be done at the sole cost and
expense of the Developer.
L. The Developer shall repair all damage to City streets, curbs, gutters,
utilities, and other municipal improvements caused by or resulting from the development of the
Property, at the Developer’s sole cost and expense.
5
M. Prior to issuance of Final Certificate of Occupancy for the Development,
The Developer shall provide the City Engineer as-built plans that demonstrate that all constructed
sanitary, water, and storm water conveyance structures and management facilities sub-surface
infiltration practice) conform to design and/or construction plans, as approved by the City. As-
built volumes (for detention and retention) shall be provided for the subsurface infiltration practice.
The Developer shall submit to the City Engineer certification that the storm water management
facilities have been installed in accord with the approved plans and specifications. This
certification shall be provided by a Professional Engineer licensed in the State of Minnesota.
Notwithstanding the foregoing, a Temporary Certificate of Occupancy may be issued to allow
occupancy of the building prior to the above plans and specifications being delivered and approved
by the City Engineer, so long as all other conditions for occupancy have been met to the Satisfaction
of the City Engineer.
N. To pay the City’s reasonable costs related to this Agreement, including but
not limited to administration, engineering, legal fees, inspection, and enforcement. The City shall
submit invoices to the Developer, or its successors or assigns with detailed descriptions of the
services rendered by the City in accordance with this Agreement. The Developer shall deposit the
sum of Seventy Thousand Five Hundred and no/100 Dollars ($70,500.00) with the City toward
payment of such costs. If the City’s reasonable costs exceed the deposit, the Developer, or its
successors or assigns shall reimburse the City within thirty (30) days of billing. Should the actual
costs be less than the amount of the deposit, upon completion of the improvements described in
this Section 4 and receipt of written notice from the Developer requesting return of the remaining
funds, the amount remaining on deposit shall be returned to the Developer.
6
O. Other than in the case of an emergency, if the Developer causes any material
violation of the terms of this Agreement to occur, the City shall give written notice to the Developer
with a copy to the City of such violation and the Developer shall have 20 business days, or a
different period of time as may be set forth in the City’s notice to Developer if the violation cannot
be cured within 20 business days, to cure such violation. Failure of the Developer to complete
such cure shall allow the City to stop and enjoin all construction on the Property until authorization
to proceed is given by the City. The Developer shall hold the City harmless from any damages,
causes of action, or claims related to the construction being stopped by the City.
5. The Building Permit for the Development shall not be released by the City until the
Developer has deposited with the City cash or one or more letters of credit in the total amount of
One Million One Hundred Twenty-One Thousand, Eight Hundred Seventy-Five and no/100
Dollars ($1,300,000.00) (the “Financial Security”) securing the full performance of this
Agreement. The bank or financial institution issuing a Financial Security is subject to the
reasonable approval of the City Attorney. The form of the Financial Security shall be either a cash
deposit or a letter of credit issued to the City as the beneficiary. Upon issuance of the Final
Certificates of Occupancy any such Financial Security (other than the Landscape Security) will
automatically terminate and letters of credit automatically released without any further
documentation or communication needed from the City. The Developer shall be required to
maintain the Financial Security with the City, until it is released as provided for in this Agreement.
The amount of the Financial Security was calculated as follows:
7
DEVELOPER IMPROVEMENTS
Item Amount
Lot 1, Block 2, Carroll Center 4th Addition:
Private Infrastructure Improvements
(street and utility removals, sidewalk/trail repairs) ...................................... $35,000.00
Public Infrastructure Security
(connections to public utilities pavement replacement approx. 115 tons
on Gaslight Drive sanitary sewer replacement) ......................................... $185,000.00
Subdivision Monuments and As-builts (Record Plans) ................................. $7,500.00
Landscaping 2.5% of $26,800,000 building value .................................... $670,000.00
Subtotal Public and Private Improvements .......................................... $897,500.00
Subtotal Security (125%) of Estimated
Private Improvements ......................................................................... $1,121,875.00
Total Financial Guaranty Lot 1 (Valley Station Apts) ...................... $1,121,875.00
This breakdown is for historical reference only. It is not a restriction on the use of the
Financial Security.
(i) Financial Security under Default. In the event of a default by the
Developer which is not cured within twenty business (20) days after written notice from the City
or within a different period as may be set forth in the City’s notice, the City may draw down the
Financial Security to pay for all reasonable costs and expenses incurred by the City to enforce this
Agreement including the costs incurred by the City in connection with the collection of the
Financial Security. The City’s cost may include any remediation or completion of the Developer’s
obligations under this Agreement. The City may draw on the Financial Security, without further
notice, after a default has occurred under this Agreement, which has not been cured within any
applicable cure period.
8
(ii) Claims to Financial Security. If the City receives claims from
subcontractors or materialmen for work performed in or intended for easements dedicated to the
public as required by this Agreement and money due has not been paid, the City shall give notice
to the Developer of such claim and the Developer shall have ninety (90) days to make payment or
provide the City with documentation showing such claim to be unwarranted and its intent to take
legal action to remove such claim. If the Developer fails to provide such written notice to the City,
the Developer hereby authorizes the City, at the City’s discretion, to commence an Interpleader
action pursuant to Rule 22 of the Minnesota Rules of Civil Procedure for the District Courts at the
expense of the Developer, to include court costs and reasonable attorney fees. The Developer
further authorizes the City to draw upon the Financial Security in the amount of one hundred
twenty-five percent (125%) of the claim together with attorneys’ fees and court costs, and to
deposit the funds in compliance with the Rule.
(iii) Reduction of Financial Security. So long as the Developer is not
in default of the terms and conditions of this Agreement, upon a written request by the Developer
and the City’s verification of satisfactory compliance at the time of inspection or acceptance by
the City of any installed Developer Improvements, as described in Section 5 of this Agreement
(the “Developer Improvements”), which should not be unnecessarily delayed, a like percentage of
that portion of the Financial Security covering those specific completed Developer Improvements
(Section 4) shall be released to the Developer; except however the final twenty percent (20%) of
the Financial Security shall be held by the City until a final acceptance by the City of all Developer
Improvements and the receipt by the City of all as-builts required under this Agreement. At the
time of final inspection of all Developer Improvements, if it is determined by the City that the
plans and specifications for the Developer Improvements were not strictly adhered to or that work
9
was done without the City inspection, the City may require that the Developer post a cash escrow
equal to one hundred twenty-five percent (125%) of the estimated amount necessary to correct the
deficiency or to protect against deficiencies arising therefrom. Such additional cash escrow shall
remain in force until the corrective work is completed and accepted by the City which shall not
exceed three (3) years.
6. No occupancy of any building located upon the Property shall occur until water,
sanitary sewer, and a paved driving surface are available for use to the new building.
7. Prior to the release of the building permit for the Development, the Developer shall:
A. Deliver to the City the Financial Security (Section 4 – noted above and
herein).
B. Deposit the funds to the City (Section 4 - noted above and herein).
C. Pay the following trunk charges for the Property outlined in (i), (ii) and (iii)
in the total amount of $104,757.20:
Item Calculation Amount Due
(i) Sanitary Sewer Connection
Fees (Trunk Charge):
$395.00/SAC Unit x 147 SAC =
$58,065.00
(ii) Water Utility Connection
Fees (Trunk Charge):
$3,455.00/acre x 3.10 acres =
$10,710.50
(iii) Storm Sewer Connection
Fees (Trunk Charge):
$11,607.00/acre x 3.10 acres =
$35,981.70
TOTAL $104,757.20
8. In addition to the trunk charges noted herein, upon submission of a building permit
application, the Developer agrees to pay the City for the public services furnished to the
Development, in an amount as determined below upon the basis of units (per building) as
determined by the City Engineer, which amount shall be paid in the following manner:
10
A. Sewer Availability Charge - The rate per unit is based on the year in which
the building permit is issued per Sanitary Availability Charge (SAC) SAC unit in an amount due
and owing to the Metro Waste Control as determined by it, together with $446.00 due and owing
to the City per SAC unit. The person who applies for a building permit shall pay, at the time of the
issuance of the permit, an amount equal to the rates times the number of units. This fee is subject
to change if the obligation of the City to the Metropolitan Waste Control Commission changes.
B. Water System, Supply and Storage Charge - The rate per unit is based on
the year in which the building permit is issued (presently $1,209.00 per SAC unit). The person
who applies for a building permit shall pay, at the time of the issuance of the permit, an amount
equal to the rate times the number of units.
9. Park Dedication. The Developer shall pay a cash contribution of Five Hundred
Seventy-four Thousand Eight Hundred Thirty-three and 60/100 Dollars ($574,833.60) in
satisfaction of the City's park dedication requirements as provided for by the City Code. The charge
is calculated as follows:
144 apartment units x 1.9 persons per unit = 273.6
273.6 x .00955 = 2.61 acres land dedication
2.61 x $220,00.00 for multi-family = $574,833.60
This contribution shall be payable to the City at the time the building permit is issued.
10. The Developer agrees to install all utilities underground in the Development,
specifically including electrical, communications and gas services. The Developer shall extend
sanitary, storm sewer and water main connections to the Property with stub-outs for future service
connection to the Property. The Developer hereby represents that all utility services will be
available for a building prior to occupancy of any dwelling in that respective building.
11
11. The Developer agrees to install and pay for a public (or private) street lighting
system for the Development, in accordance with City and Dakota Electric Company standards.
12. The Developer agrees to provide the City with as-built surveys for any building
constructed within the Development on the Property, prior to the issuance of the Final Certificate
of Occupancy for that building. Notwithstanding the foregoing, a Temporary Certificate of
Occupancy may be issued to allow occupancy of the building prior to the above plans and
specifications being delivered and approved by the City Engineer, so long as all other conditions to
occupancy have been met to the satisfaction of the City Engineer.
13. The Developer shall deliver to the City copies of the recorded documents to
evidence that the Developer has complied with its recording obligations under this Agreement.
14. The Developer hereby specifically release the members of the City Council from
any personal liability in connection with handling funds pursuant to the terms of this Agreement,
and further agrees to indemnify and hold the members of the City Council harmless from any
claim, of any and every nature whatsoever, because of this Agreement, the Plat, and the
development of the Property.
The Parties mutually recognize and agree that all terms and conditions of this Agreement
shall run with the Property and shall be binding upon the respective heirs, administrators,
successors and assigns of the Developer.
Notwithstanding the foregoing, the Parties recognize that as of the date hereof, the
Developer has not yet purchased the Property, and is party to that certain Sale and Purchase
Agreement dated as of October 25, 2024, by and between the Owner and Real Estate Equities,
LLC, a Minnesota limited liability company (the “Original Buyer”), as assigned by Original Buyer
to Developer pursuant to that certain Assignment and Assumption of Purchase and Sale Agreement
12
dated as of September 4, 2025 (collectively, the “Purchase Agreement”). The Parties agree that if
the Purchase Agreement is terminated for any reason or the Developer does not purchase the
Property from Owner, this Agreement shall automatically terminate, and Developer shall have no
further obligations hereunder.
16. Requested Release. The Developer may request a release from this Agreement in
writing. The City will consider the request only after all Developer Improvements are completed
and accepted, and all terms of this Agreement are satisfied
17. Notices. All notices required or desired to be given under this Agreement shall be
in writing and may be delivered by deposit in the United States mail, postage prepaid, as certified
mail, return receipt requested, or sent by overnight courier, and addressed as follows:
To Owner: Apple Valley Economic Development Authority
Attn: Tim Benetti, Community Development Director
7100 147th Street West
Apple Valley, MN 55124
Email: Tim.Benetti@applevalleymn.gov
To City: City of Apple Valley
Attn: Brandon Anderson, City Engineer
7100 147th Street West
Apple Valley, MN 55124
Email: Brandon.Anderson@applevalleymn.gov
With a copy to: Dougherty, Molenda, Solfest, Hills & Bauer P.A.
Attn: Robert B. Bauer
14985 Glazier Avenue, Suite 525
Apple Valley, MN 55124
Email: rbauer@dmshb.com
To Developer: Apple Valley AH I, LLLP
Attn: Patrick Ostrom
579 Selby Avenue
St. Paul, MN 55102-5510
Email: abisanz@reeapartments.com
13
With a copy to: Winthrop & Weinstine, P.A.
Attn: Jeffrey S. Drennan
225 South Sixth Street, Suite 3500
Minneapolis, MN 55402
Email: jdrennan@winthrop.com
Any notice delivered by overnight courier or delivered by United States certified mail shall be
deemed given as of the time it is deposited with the overnight carrier or United States mail. The
addresses to which notices are to be delivered may be changed by giving notice of such change in
accordance with this notice provision.
IN WITNESS WHEREOF, the Parties have hereunto set their hands.
[Signature Pages Follow]
16
DEVELOPMENT AGREEMENT
Valley Station Apartments
[Signature Page of Owner]
Apple Valley Economic Development
Authority, a body corporate and politic under
the laws of the State of Minnesota
Dated: _________________________, 2025 By: ____________________________________
Tom Melander
Its: President
By: ____________________________________
Tom Lawell
Its: Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this _____ day of
_______________, 2025, by Tom Melander and Tom Lawell, the president and Executive Director
of the Apple Valley Economic Development Authority, a body corporate and politic under the
laws of the State of Minnesota, on behalf of the body corporate and politic.
______________________________
Notary Public
17
DEVELOPMENT AGREEMENT
Valley Station Apartments
[Signature Page of City]
City of Apple Valley, a Minnesota municipal
Corporation
Dated: _________________________, 2025 By: ___________________________________
Clint Hooppaw
Its: Mayor
By: ___________________________________
Christina M. Scipioni
Its: City Clerk
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this _____ day of
_______________, 2025, by Clint Hooppaw and Christina M. Scipioni, the Mayor and City Clerk
of the City of Apple Valley, a Minnesota municipal corporation, on behalf of the municipal
corporation.
______________________________
Notary Public
This instrument was drafted by:
Dougherty, Molenda, Solfest, Hills & Bauer P.A.
14985 Glazier Avenue, Suite 525
Apple Valley, Minnesota 55124
(952) 432-3136
RBB: 42736
1
STORMWATER MAINTENANCE AGREEMENT
This AGREEMENT is made between APPLE VALLEY AH I, LLLP, a Minnesota limited
liability limited partnership, (the “Developer”), in favor of the City of Apple Valley, a Minnesota
municipal corporation (the “City”). The Developer and the City shall jointly be referred to as the
“Parties.”
WHEREAS, the Developer intends to develop real property legally described as follows:
Lot 1, Block 2, Carroll Center 4th Addition, according to the recorded plat thereof, Dakota
County, Minnesota (the “Property”).
WHEREAS, the Property, in accordance with the City Code, requires the Developer to
install and maintain an underground infiltration system (the “Structure”) on portions of the
Property as depicted on the Storm Sewer Plan; and
WHEREAS, the purpose of installing and maintaining on-site stormwater management
systems is to promote the water quality and volume control of the City's water bodies; and
WHEREAS, the City requires the Developer to install pre-treatment devices such as
multiple SAFL Baffles in accordance with the approved plans and specifications, including but
not limited to the following plans prepared by Kimley Horn, (Exhibits A – B), together with
Operation & Maintenance Manual (Exhibit C) (collectively the Exhibits are referred to as the
"Specifications"):
Exhibit A Sheet C4-2 Storm Sewer Plan
Exhibit B Sheet C8-2 Civil Details
Exhibit C O&M Manual O&M Manual
WHEREAS, the Developer and the City desire to make certain mutual provisions to
memorialize the allocation of responsibilities and obligations for the construction and maintenance
of the Structure, as between the Parties, on the terms and conditions hereinafter set forth; and
2
NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and
agreements on the part of each Party to the other, as hereinafter set forth, the Parties agree as
follows:
1. Construction and Maintenance.
1.1 Construction Requirements. The Structure shall be constructed and maintained in
accordance with the Plans and Specifications.
1.2 Maintenance Obligation. The Developer shall maintain and repair, when necessary,
the Structure in accordance with the terms and conditions set forth in this Agreement. If at any
time the Structure fails to conform to the standards and the Specifications set forth herein, the
Developer shall immediately correct the non-conformance in accordance with a City-approved
remediation plan and schedule. The Developer shall submit to the City a proposed remediation
plan and schedule to repair the stormwater structure to the standards set forth herein. If the City
approves the proposed remediation plan and schedule, the Developer shall perform the remediation
in compliance therewith.
1.3 Snow and Leaves Removal and Prohibited Storage.
The Developer shall sweep clean the driveway and parking area on the Property in April
or May each year to remove from the Property all sand and salt deposited on the driveway and
parking area. The Developer shall remove all tree leaves from the Property after they fall to the
ground in October or November each year.
1.4 Maintenance Costs. The Developer shall incur and pay all costs associated with
maintaining and repairing the stormwater basins.
2. Inspections.
2.1 Annual Inspections. The Developer shall conduct annual inspections of the
Structure, at the Developer’s sole cost and expense, to ensure the Structure is maintained. If
necessary, the Developer shall repair the Structure if it is not in conformance with the standards
set forth herein. The Structure shall have excess sediment removed upon inspection reporting the
existence of an excess in sediment.
2.2 City Notification and Independent Inspection. The City shall be notified at least 48
hours prior to the annual inspections or any maintenance of the device and, at the sole cost of the
City, a representative of the City may observe any inspection or maintenance. The City shall have
right of entry onto the Property to inspect the device at any time, but the City shall use reasonable
efforts to notify the Developer of its intent to enter the Property to inspect.
2.3 Inspection and Maintenance Report. The owner shall submit a report to the City,
no later than two (2) weeks after any annual inspection or maintenance of the Structures, providing
the following information:
3
a. Date and time of inspection
b. Log of findings
c. Date and time of maintenance
d. Log of maintenance performed.
3. Remediation and Waiver of Rights.
3.1 Remediation Plan. If the City determines that the Structures do not conform to the
requirements of the Specifications or this Agreement, the City shall notify the Developer of the
deficiency in writing. The Developer shall submit a proposed remediation plan and schedule to the
City within thirty (30) days after receipt of such notice. If the proposed remediation plan and
schedule are not acceptable to the City, the City shall notify the Developer of the deficiency, and
the Developer shall submit a revised plan to the City within fourteen (14) days after receipt of such
notice.
3.2 Failure to Repair. If the Developer fails to submit a proposed remediation plan and
schedule to the City as prescribed above, or fails to implement a City-approved remediation plan
to bring the Structures into compliance with the Specifications, then at the sole cost and expense
of the Developer, the City shall have the right, but no obligation, to prepare a remediation plan for
the Structures and complete all work necessary to correct the Structure so as to bring it into
compliance with the Specifications.
3.3 Reimbursement to the City. The Developer shall reimburse the City within thirty
(30) days after receipt of an invoice from the City for all costs incurred by the City in connection
with preparing a remediation plan for the Structures and all work completed by the City to bring
the Structures back into compliance with the Specifications.
3.4 Waiver of Rights. If the Developer does not timely reimburse the City, the City
may recover its costs by levying a special assessment against the Property. The Developer, on
behalf of itself and its successors and assigns, hereby acknowledges the benefit of such
maintenance to the Property and waives any rights to hearings or notice of hearings relating to the
levying of any City assessments or the right to contest the assessments under Minnesota Statutes §
429.081.
3.5 Right of Entry. The City shall have the right to enter the property to inspect and to
implement the terms of this Paragraph 3. The City shall not be subject to or liable for any claims of
trespass by the Developer.
4. Standards for Performance. Any act of construction, maintenance, or repair to be
performed under this Agreement shall be performed in a good and workmanlike manner pursuant
to sound engineering practices and in compliance with all applicable governmental requirements.
5. Amendment, Release or Termination.
Notwithstanding anything herein to the contrary, no amendment, release, or termination of
any of the provisions of this Agreement shall be effective or may be filed of record unless the City
4
consents to the amendment, release, or termination. Such consent must be evidenced by a
resolution duly approved by the City Council, or successor body. The Developer, on behalf of
itself and its successors and assigns, expressly acknowledges, and agrees that the City has no
obligation whatsoever to approve or act upon any proposed amendment, release, or termination,
may withhold or delay consent for any reason or no reason whatsoever, any may condition consent
upon such terms as the City deems desirable. The Developer, on behalf of itself and its successors
and assigns, further agrees, and covenants, consistent with this acknowledgment, not to institute
any legal proceedings against the City on the grounds that the City failed to respond appropriately
to a proposed amendment, release, or termination and to indemnify the City against any expense,
including litigation costs, which the City incurs as a result of any violation by that party of this
covenant. The City may, at any time, give up the right to approval granted hereunder, said action
to be evidenced by City Council resolution or other format approved by the City Attorney.
Notwithstanding the foregoing, the Parties recognize that as of the date hereof, the Developer
has not yet purchased the Property, and is party to that certain Sale and Purchase Agreement dated as
of October 25, 2024, by and between Apple Valley Economic Development Authority, a public body
corporate and politic under the laws of the State of Minnesota (“EDA”) and Real Estate Equities, LLC,
a Minnesota limited liability company (the “Original Buyer”), as assigned by Original Buyer to
Developer pursuant to that certain Assignment and Assumption of Purchase and Sale Agreement dated
as of September 4, 2025 (collectively, the “Purchase Agreement”). The Parties agree that if the
Purchase Agreement is terminated for any reason or the Developer does not purchase the Property from
EDA, this Agreement shall automatically terminate, and Developer shall have no further obligations
hereunder.
6. Duration. This Agreement shall constitute a covenant running with the land and shall be
binding upon and inure to the benefit of the Parties, and their successors and assigns.
7. Recording Agreement. The City shall record this Agreement against the Property with the
Dakota County Recorder's Office within thirty (30) days of full execution and shall provide the
Developer with verification of recording within ninety (90) day of full execution of this
Agreement.
8. Governing Law. The laws of the State of Minnesota shall govern the interpretation,
validity, performance, and enforcement of this Agreement.
[Signature page to follow.]
6
City of Apple Valley,
a Minnesota municipal corporation
By: Clint Hooppaw
Its: Mayor
By: Christina M. Scipioni
Its: City Clerk
STATE OF MINNESOTA )
) ss .
COUNTY OF DAKOTA )
On this _____ day of _______________, 2025, before me a Notary Public within and for
said County, personally appeared Clint Hooppaw and Christina M. Scipioni, who being each by
me duly sworn, each did say that they are respectively the Mayor and Clerk of the City of Apple
Valley, the municipality named in the foregoing instrument, and that the seal affixed on behalf of
said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said
instrument to be the free act and deed of said municipality.
Notary Public
This instrument was drafted by:
Dougherty, Molenda, Solfest, Hills & Bauer P.A.
14985 Glazier Avenue, Suite 525
Apple Valley, Minnesota 55124
(952) 432-3136
RBB: 42702