2005 Minnesota Statutes

     453.55 Bonds and notes for any corporate purpose. 

    Subdivision 1.    In necessary amounts.  A municipal 
 power agency may from time to time issue its bonds or notes in 
 such principal amounts as the municipal power agency shall deem 
 necessary to provide sufficient funds to carry out any of its 
 corporate purposes and powers, including but not limited to the 
 acquisition or construction of any project to be owned or 
 leased, as lessor or lessee, by the municipal power agency, or 
 the acquisition of any interest therein or any right to capacity 
 thereof, the funding or refunding of the principal of, or 
 interest or redemption premiums on, any bonds or notes issued by 
 it whether or not such bonds or notes or interest to be funded 
 or refunded have or have not become due, the establishment or 
 increase of reserves to secure or to pay such bonds or notes or 
 interest thereon, and the payment of all other costs or expenses 
 of the municipal power agency incident to and necessary or 
 convenient to carry out its corporate purposes and powers. 

    Subd. 2.    How payable; pledge.  Except as may be 
 otherwise expressly provided by sections 453.51 to 453.62 or by 
 the municipal power agency, every issue of bonds or notes of the 
 agency shall be payable out of any revenues or funds of the 
 agency, subject only to any agreements with the holders of 
 particular bonds or notes pledging any particular revenues or 
 funds.  A municipal power agency may issue such types of bonds 
 or notes as it may determine, including bonds or notes as to 
 which the principal and interest are payable exclusively from 
 the revenues from one or more projects, or from an interest 
 therein or a right to capacity thereof, or from one or more 
 revenue producing contracts made by the municipal power agency 
 with any person, or from its revenues generally.  Any such bonds 
 or notes may be additionally secured by a pledge of any grant, 
 subsidy, or contribution from any public agency or other person, 
 or a pledge of any income or revenues, funds, or moneys of the 
 municipal power agency from any source whatsoever. 

    Subd. 3.    Negotiable.  All bonds and notes of a 
 municipal power agency shall be negotiable within the meaning 
 and for all the purposes of the Uniform Commercial Code, subject 
 only to any registration requirement. 

    Subd. 4.    Formalities.  Bonds or notes of a municipal 
 power agency shall be authorized by resolution of its board of 
 directors and may be issued under such resolution or under a 
 trust indenture or other security agreement, in one or more 
 series, and shall bear such date or dates, mature at such time 
 or times, bear interest at such rate or rates, be in such 
 denominations, be in such form, either coupon or registered, 
 carry such conversion, registration, and exchange privileges, 
 have such rank or priority, be executed in such manner, be 
 payable in such medium of payment at such place or places within 
 or outside the state, be subject to such terms of redemption 
 with or without premium, and contain or be subject to such other 
 terms as the resolution, trust indenture, or other security 
 agreement may provide, and shall not be restricted by the 
 provisions of any other law limiting the amounts, maturities, 
 interest rates, or other terms of obligations of public agencies 
 or private persons. 

    Subd. 5.    Issued, delivered.  Any bonds or notes may 
 be issued and delivered, notwithstanding that one or more of the 
 officers executing them shall have ceased to hold office at the 
 time when the bonds or notes are actually delivered. 

    Subd. 6.    Temporary bonds.  Pending preparation of 
 definitive bonds, a municipal power agency may issue temporary 
 bonds which shall be exchanged for the definitive bonds. 

    Subd. 7.    Public or private sale, price.  Bonds or 
 notes of a municipal power agency may be sold at public or 
 private sale for such price or prices and in such manner as the 
 agency determines. 

    Subd. 8.    Without state consent, other event.  Bonds 
 or notes of a municipal power agency may be issued under the 
 provisions of sections 453.51 to 453.62, and rents, rates, and 
 charges may be established pursuant to section 453.57 and 
 pledged for the security of bonds or notes and interest and 
 redemption premiums thereon, without obtaining the consent of 
 any department, division, commission, board, bureau, or agency 
 of the state of Minnesota and without any other proceeding or 
 the happening of any other condition or occurrence except as 
 specifically required by sections 453.51 to 453.62. 

    Subd. 9.    Contract with holders; terms.  The 
 resolution, trust indenture, or other security agreement under 
 which any bonds or notes are issued shall constitute a contract 
 with the holders of the bonds or notes, and may contain 
 provisions, among others, prescribing:  

    (1) the terms and provisions of the bonds or notes; 

    (2) the mortgage or pledge of and the grant of a security 
 interest in any real or personal property and all or any part of 
 the revenue from any project or any revenue producing contract 
 made by the municipal power agency with any person to secure the 
 payment of bonds or notes, subject to any agreements with the 
 holders of bonds or notes which might then exist; 

    (3) the custody, collection, securing, investment, and 
 payment of any revenues, assets, money, funds, or property with 
 respect to which the municipal power agency may have any rights 
 or interest; 

    (4) the rates or charges for electric energy sold by, or 
 services rendered by, the municipal energy agency, the amount to 
 be raised by the rates or charges, and the use and disposition 
 of any or all revenue; 

    (5) the creation of reserves or sinking funds and the 
 regulation and disposition thereof; 

    (6) the purposes to which the proceeds from the sale of any 
 bonds or notes then or thereafter to be issued may be applied, 
 and the pledge of the proceeds to secure the payment of the 
 bonds or notes; 

    (7) limitations on the issuance of any additional bonds or 
 notes, the terms upon which additional bonds or notes may be 
 issued and secured, and the refunding of outstanding bonds or 
 notes; 

    (8) the rank or priority of any bonds or notes with respect 
 to any lien or security; 

    (9) the creation of special funds or moneys to be held in 
 trust or otherwise for operating expenses, payment, or 
 redemption of bonds or notes, reserves or other purposes, and 
 the use and disposition of moneys held in these funds; 

    (10) the procedure by which the terms of any contract with 
 or for the benefit of the holders of bonds or notes may be 
 amended or abrogated, the amount of bonds or notes the holders 
 of which must consent thereto, and the manner in which consent 
 may be given; 

    (11) the definition of the acts or omissions to act which 
 shall constitute a default in the duties of the municipal power 
 agency to holders of its bonds or notes, and the rights and 
 remedies of the holders in the event of default including, if 
 the municipal power agency so determines, the right to 
 accelerate the due date of the bonds or notes or the right to 
 appoint a receiver or receivers of the property or revenues 
 subject to the lien of the resolution, trust indenture, or other 
 security agreement; 

    (12) any other or additional agreements with or for the 
 benefit of the holders of bonds or notes or any covenants or 
 restrictions necessary or desirable to safeguard the interests 
 of the holders; 

    (13) the custody of any of its properties or investments, 
 the safekeeping thereof, the insurance to be carried thereon, 
 and the use and disposition of insurance proceeds; 

    (14) the vesting in a trustee or trustees, within or 
 outside the state, of such properties, rights, powers, and 
 duties in trust as the municipal power agency may determine; or 
 the limiting or abrogating of the rights of the holders of any 
 bonds or notes to appoint a trustee, or the limiting of the 
 rights, powers, and duties of such trustee; or 

    (15) the appointment of and the establishment of the duties 
 and obligations of any paying agent or other fiduciary within or 
 outside the state. 

    Subd. 10.    Security; UCC filings.  For the security of 
 bonds or notes issued or to be issued by a municipal power 
 agency, the municipal power agency may mortgage or execute deeds 
 of trust of the whole or any part of its property and franchises 
 in the same manner and with the same effect as provided for 
 public service corporations in section 300.10.  Any mortgage or 
 deed of trust covering the whole or any part of easements or 
 other interests in real estate less than fee simple used in the 
 generation or transmission of electric power, and covering 
 fixtures annexed thereto, may be filed in the office of the 
 secretary of state with or as a part of the financing statement 
 covering the fixtures, with the same force and effect as 
 provided in the case of public utilities under the provisions of 
 section 300.114.  All filings required under the Uniform 
 Commercial Code to perfect a security interest against the 
 personal property or fixtures of a municipal power agency shall 
 be made and maintained in the Office of the Secretary of State, 
 with the same force and effect as provided in the case of a 
 debtor public utility under the provisions of sections 300.111 
 to 300.113. 

    Subd. 11.    Liability; indemnification.  Neither the 
 officials, the directors, nor the members of a municipal power 
 agency nor any person executing bonds or notes shall be liable 
 personally on the bonds or notes or be subject to any personal 
 liability or accountability by reason of the issuance thereof.  
 A municipal power agency shall have power to indemnify and to 
 purchase and maintain insurance on behalf of any director, 
 officer, employee, or agent of the municipal power agency, in 
 connection with any threatened, pending, or completed action, 
 suit, or proceeding, to the same extent and in the same manner 
 and with the same force and effect as provided in the case of a 
 private corporation under the provisions of section 302A.521. 

    Subd. 12.    Deal bonds and notes.  A municipal power 
 agency shall have power to purchase, out of any funds available 
 therefor, bonds or notes, and to hold, pledge, cancel, or resell 
 the bonds or notes, subject to and in accordance with any 
 agreements with the holders. 

    Subd. 13.    Payable solely from pledged or available 
 revenue.  The principal of and interest upon any bonds or 
 notes issued by a municipal power agency shall be payable solely 
 from the revenues or funds pledged or available for their 
 payment as authorized in sections 453.51 to 453.62. Each bond 
 and note shall contain a statement that the principal thereof or 
 interest thereon is payable solely from revenues or funds of the 
 municipal power agency and that neither the state nor any 
 political subdivision thereof, other than the municipal power 
 agency, nor any city which is a member of the municipal power 
 agency is obligated to pay the principal or interest and that 
 neither the faith and credit nor the taxing power of the state 
 or any political subdivision thereof or of any such city is 
 pledged to the payment of the principal of or the interest on 
 the bonds or notes.  Nothing herein, however, precludes the use 
 of tax or other revenue by a city for payment of amounts due and 
 performance of covenants under any contract of the city as 
 provided in section 453.58, subdivision 3. 

    HIST: 1976 c 313 s 5; 1985 c 56 s 1; 1985 c 248 s 59; 2005 c 
 69 art 3 s 25 

*   NOTE:  The amendment to subdivision 11 by Laws 2005, 
*chapter 69, article 3, section 25, is effective August 1, 2006.  
*Laws 2005, chapter 69, article 4, section 2.