By Watertown Current - April 2, 2026 in RESOLUTION NO. 2026-04
RESOLUTION GIVING APPROVAL TO A PROJECT WITH THE VILLAGE OF HARMONY HILL, INC (THE “CORPORATION”), AND GIVING APPROVAL AND AUTHORIZATION FOR THE ISSUANCE OF ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2026 (THE VILLAGE OF HARMONY HILL, INC) OF CODINGTON COUNTY, SOUTH DAKOTA, IN ONE OR MORE TAX-EXEMPT AND/OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $30,000,000 FOR THE PURPOSE OF PROVIDING FUNDS TO BE LOANED TO THE CORPORATION TO FINANCE THE PROJECT DESCRIBED HEREIN; APPROVING THE FORM OF BONDS, LOAN AGREEMENT AND OTHER DOCUMENTS WITH RESPECT TO SAID BONDS AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH DOCUMENTS, AND THE SALE OF SAID BONDS; MAKING CERTAIN FINDINGS AND DETERMINATIONS WITH RESPECT TO SAID PROJECT; APPROVING THE TAX-EXEMPT SERIES OF BONDS FOR PURPOSES OF SECTION 145 OF THE INTERNAL REVENUE CODE OF 1986; AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN RELATED INSTRUMENTS.
WHEREAS, Codington County, South Dakota (the “County”) is a political subdivision and corporate body duly organized and existing under the Constitution and the laws of the State of South Dakota (the “State”); and
WHEREAS, the purpose of Chapter 9-54 of the South Dakota Codified Laws (the “Act”) as found and determined by the legislature is to promote the welfare of the State by the provision of necessary economic development facilities; and
WHEREAS, the County Commission (the “County Commission”) has received from The Village of Harmony Hill, Inc., a South Dakota nonprofit corporation (the “Corporation”), a proposal that the County undertake to finance a Project (as hereinafter described) through the issuance of economic development revenue bonds (the “Series 2026 Bonds”) pursuant to the Act, the proceeds of which to be used by the Corporation; and
WHEREAS, the proceeds of the Series 2026 Bonds will be used to finance construction of a new 62-unit Independent Living facility on the existing campus with renovations to the existing commons building. The new building will be 110,000 square feet and will consist of 31, 2-bedroom units and 31, 1-bedroom units. In addition, a 700 square feet addition and 7,500 sq remodel of the existing commons will take place. Work will include a wood-framed addition to the south of the commons, a car port, remodel of the corridors on the 1st and 2nd levels to & from the new independent living project, construction of a production kitchen in the existing garage and costs incidental to the issuance of the Series 2026 Bonds (collectively, the “Project”); and
WHEREAS, the County desires to facilitate the selective development of the community and help provide the range of services and employment opportunities required by its population, and the Project shall assist the County in achieving those objectives; and
WHEREAS, the County has been advised by representatives of the Corporation that conventional commercial financing to pay the costs of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be significantly reduced, but the Corporation has also advised this County Commission that with the aid of County financing and its lower borrowing cost the Project is economically more feasible; and
WHEREAS, prior to the issuance of bonds, Section 147(f) of the Internal Revenue Code of 1986 (the “Code”) and SDCL 9-54-12 requires that the County conduct a public hearing on the Project and the proposed financing with at least 7 days’ advance notice of such hearing to be published on the County’s website (the “Public Hearing”), and such notice was posted on the County’s primary public website in accordance with Treasury Regulation § 1.147(f)-1 (the “Notice of Public Hearing”), and said public hearing was held by the County, on behalf of the County, as issuer of the Series 2026 Bonds, at 9:00 a.m., or soon thereafter as practicable, on the date hereof in accordance with the Notice of Public Hearing; and
WHEREAS, the County desires to approve of the Project and authorize the issuance of the Series 2026 Bonds and related documents.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNTY COMMISSION AS FOLLOWS:
Section 1. Findings. In furtherance of the provisions of the Act, and in order to promote, stimulate, and develop the general economic welfare and prosperity of the County and of the State through the promotion and advancement of commercial and industrial development and to encourage and assist in the expansion of business in said County and State by providing greater employment opportunities, thus promoting the general welfare of the citizens of said County and State, and based upon the information available to this County Commission, it is necessary and advisable and in the best interest of said County to loan the proceeds of the Series 2026 Bonds hereinafter described to the Corporation, to provide funds to pay certain costs in connection with the financing of the Project, and to issue for the aforesaid purposes the Economic Development Revenue Bonds (The Village of Harmony Hill, Inc.), Series 2026 of said County, in one or more tax-exempt or taxable series, in an aggregate principal amount not to exceed $30,000,000. The Series 2026 Bonds shall be issued pursuant to the Resolution, and the proceeds of the Series 2026 Bonds shall be loaned to the Corporation to finance the Project pursuant to the Loan Agreement (the “Loan Agreement”), by and between the County and the Corporation. The governing body hereby finds and declares that the Project will promote the welfare of said County and the State. The Project constitutes properties, real and personal, used or useful in connection with one or more revenue-producing enterprises within the meaning of the Act; that the availability of the financing under the Act and willingness of the County to furnish such financing is a substantial inducement to the Corporation to undertake the Project; that, based upon representations of the Corporation, the Project would not be undertaken but for the availability of County revenue bond financing; and that the effect of the Project, if undertaken, shall promote the general welfare of the State. The Bonds are intended to qualify as qualified 501(c)(3) bonds within the meaning of Section 145 of the Code
Section 2. The Series 2026 Bonds. The Series 2026 Bonds, substantially in the form of the draft thereof on file with the County on this date shall be and the same is, in all respects, hereby authorized, approved and confirmed, and the Chairman, County Auditor, and other appropriate officials shall be and they are hereby authorized and directed to execute and seal the Series 2026 Bonds and to deliver the Series 2026 Bonds to the purchasers thereof, for and on behalf of the County, upon receipt of the purchase price, and to deposit the proceeds thereof in the manner provided for by the Loan Agreement .
Section 3. Sale of the Series 2026 Bonds; Bond Purchase Agreement. The County does hereby authorize the sale of the Series 2026 Bonds, such Series 2026 Bonds to be in one or more series, in an aggregate principal amount not to exceed $30,000,000 to bond purchaser, to bear interest and to mature as set forth therein, at a purchase price of not less than 100% of the principal amount plus accrued interest. The County does hereby authorize and approve the execution and delivery of a Bond Purchase Agreement dated as of the date of the sale of the Series 2026 Bonds (the “Bond Purchase Agreement”), by and among the County, the Corporation and bond purchaser, such Bond Purchase Agreement to be substantially in the form and content of the draft thereof to be filed with the County when executed, and is hereby approved, with such changes therein as shall be approved by the Chairman or County Auditor, with the advice of the County Attorney, and the execution thereof shall constitute conclusive evidence of their approval and the County’s approval of any changes or revisions therein from the form of Bond Purchase Agreement approved hereby.
Section 4. Loan Agreement. The Loan Agreement and Note are pledged as security for the Series 2026 Bonds and the interest thereon, and the Loan Agreement shall be, and they are, in all respects, hereby authorized, approved and confirmed, and the Chairman and County Auditor shall be and they are hereby authorized and directed to execute and deliver said documents in the form and content of the draft thereof on file with the County on this date, with such changes therein as shall be approved by the Chairman or County Auditor with the advice of the County Attorney, and the execution thereof shall constitute conclusive evidence of their approval and the County’s approval of any changes or revisions therein from the form Loan Agreement approved hereby.
Section 5. Note. Pursuant to the Loan Agreement, the Corporation will issue to the County its Promissory Note dated as of the date of the issuance of the Series 2026 Bonds (the “Series 2026 Note”) to evidence its obligations under the Loan Agreement. The Series 2026 Note will be in a principal amount not less than the principal amount of the Series 2026 Bonds and have similar prepayment provisions, maturities, and interest rates as the Series 2026 Bonds. The County hereby approves the assignment of the Series 2026 Note by the County for the benefit and security of the Series 2026 Bonds.
Section 6. Tax Exemption Agreement. The County does hereby authorize and approve the execution and delivery of a Tax Exemption Agreement relating to the tax-exempt series of the Series 2026 Bonds (the “Tax-Exempt Bonds”), dated as of the date of the issuance of the Tax-Exempt Bonds (the “Tax Exemption Agreement”), between the Corporation and the County; such Tax Exemption Agreement to be substantially in the form and content of the draft thereof on file with the County on this date, is hereby approved, with such changes therein as shall be approved by the Chairman or County Auditor with the advice of the County Attorney, and the execution thereof shall constitute conclusive evidence of their approval and the County’s approval of any changes or revisions therein from the form of Tax Exemption Agreement approved hereby.
Section 7. Offering Document. Any preliminary official statement and/or final official statement or other offering document which may be used in connection with the sale and issuance of the Series 2026 Bonds shall be in such form as shall be approved solely as to and for purposes of distribution by the Chairman, or any other official of the County named in Section 12 herein, with the advice of bond counsel. The Chairman and each other official of the County named in Section 12 herein shall be and hereby are authorized and directed to execute any such preliminary official statement and/or final official statement or other offering document relating to the Series 2026 Bonds.
Section 8. Bond Opinion. The County Auditor of the County shall obtain a copy of the proposed approving legal opinion of bond counsel for the Bond, such opinion to be rendered by Meierhenry Sargent LLP, Sioux Falls, South Dakota, and shall cause such opinion to be filed in the offices of the County Auditor.
Section 9. Limited Obligations. The Series 2026 Bonds, together with the interest thereon, shall be limited obligations of the County payable solely out of the payments, revenues and receipts received by the County pursuant to the Loan Agreement and Series 2026 Note, which payments, revenues and receipts are hereby and pursuant to the Loan Agreement pledged and assigned for the payment of the Series 2026 Bonds and shall be used for no other purpose than to pay the principal of and interest on the Series 2026 Bonds, except as may be otherwise expressly authorized in the Loan Agreement . The Series 2026 Bonds and the interest thereon shall not constitute an indebtedness of the County within the meaning of any constitutional provision or statutory limitation and shall not constitute or give rise to a pecuniary liability of the County or its officers, agents or employees, or a charge against the County’s general credit or taxing power.
Section 10. Reimbursement Declaration. The Corporation has paid, and will continue to pay, certain costs of the Project prior to the date of issuance of the Bonds that it expects to reimburse with proceeds of the Bonds. The County hereby adopts a declaration of official intent with respect to the Corporation’s reimbursement of such expenditures, in accordance with Section 1.150-2 of the United States Treasury Regulations. The maximum amount of Bonds to be used for such purpose shall not exceed $30,000,000.
Section 11. Severability; Exhibits on File. If any section, paragraph, clause, or provision of this Resolution shall be held invalid, the invalidity of such section, paragraph, clause, or provision shall not affect any of the other provisions of this Resolution. All documents herein referred to shall be maintained on file in the office of the County Auditor and are available for inspection by any interested party during normal business hours.
Section 12. Authority of County Officers. The Chairman, County Auditor, State’s Attorney and other County officials shall be and they are hereby authorized to execute and deliver for and on behalf of the County any and all other agreements, instruments, certificates, documents or other papers and to perform such other acts as they may deem necessary or appropriate in order to implement and carry out the matters herein authorized and in the documents authorized and approved herein.
Section 13. Approval Pursuant to Section 147(f) of the Code. To the fullest extent required by Section 147(f) of the Code, the County hereby approves of the issuance of the Tax-Exempt Bonds, in one or more series, pursuant to a plan of finance in an aggregate principal amount not to exceed $30,000,000 and to finance the Project as described in the Notice of Public Hearing.
Section 14. Effective Date. This Resolution shall take effect following (i) the 20th day following its publication unless suspended by a referendum, and (ii) the holding of the Public Hearing to the satisfaction of the County Commissioners.
Adopted at Watertown, South Dakota this 10th day of March 2026.
The above and foregoing resolution was moved for adoption and seconded, and upon roll call the Chairman declared the resolution to be duly passed and adopted.
(SEAL)
Tyler McElhany
Vice-Chairman
ATTEST:
Brenda Hanten
County Auditor
Published once on April 2, 2026, at the total approximate cost of $143.00 and can be viewed free of charge at www.sdpublicnotices.com and www.watertowncurrent.com.