The City of Lakeville needed to upgrade its aging infrastructure to meet the increased demands of new development. Bolton & Menk urbanized a rural collector road associated with an incoming development, including roadway expansion, curb and gutter, storm sewer network, regional infiltration basin BMP, and a large prefabricated modular block retaining wall. Improvements were sandwiched between I-35 and Lee Lake with steep slopes and limited right-of-way. We maintained close coordination with MnDOT water resources staff to address water quality concerns with the project’s proximity to Lee Lake, and helped the city secure a significant watershed grant to help fund construction of a regional infiltration basin. A creative and iterative design process was required to meet city needs while staying within budget. Communication with the city and other stakeholders was essential in creating a product that worked for all parties.