20160427Attachment III.pdf

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Patrick A. Harrington
Corporate Secretary
Ms. Jean D. Jewell
Secretary
Idaho Public Utilities Commission
Statehouse
Boise, Idaho 83720
April26,2016
Re: In the Matter of the Application of Idaho Power Company for an
Order Authorizing the Issuance and Sale of up to $500,000,000 of
Applicant's First Mortgage Bonds and Debt Securities
Case No. IPC-E-16-05
Dear Ms. Jewell:
Enclosed herewith for filing with the Commission are an original and four (4) copies of
Attachment III for the above-referenced Application - certified resolutions of Idaho Power's
board of directors authorizing the securities issuance transactions described in the Application.
Please feel free to contact me at 388-2878 or [e-mail] if you have any
questions relating to this filing.
Sincerely,
P.O. Box 70 Boise,ID 83707
Telephone [phone], Fax [phone]
STATE OF rDAHO )
COUNry OF ADA ) ss.
crTY oF BOrSE )
RECEIVED
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I, Patrick A. Harrington, the undersigned, Corporate Secretary of Idaho Power Company,
do hereby certify that the following constitutes a full, true and correct copy of resolutions
adopted by the Board of Directors of the Company on April 25,2016, relating to authorization to
issue and sell up to $500 million aggregate principal amount of first mortgage bonds and/or debt
securities, and that said resolutions have not been amended or rescinded and are in full force and
effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of April,20l6.
(coRPoRATE SEAL)
Filing of Applicationsfor Authority with State Public afliry Commissions
RESOLVED, that the officers of Idaho Power Company be, and they hereby are,
authorized and empowered to make, execute and file, in the name and on behalf of Idaho
Power Company, such applications and other documents and any amendments or
supplements to such applications and documents with the state regulatory authorities
having jurisdiction over Idaho Power Company and/or its securities as may be necessary
to obtain an exemption from competitive bidding requirements and to facilitate the
creation, issuance, sale and delivery by ldaho Power Company in one or more series from
time to time of (i) first mortgage bonds ("First Mortgage Bonds") in an aggregate
principal amount not exceeding $500,000,000 and (ii) unsecured debt securities ("Debt
Securities," and with the First Mortgage Bonds, collectively referred to as the
"Securities") in an aggregate principal amount not exceeding $500,000,000; provided,
however, that the total principal amount of Securities shall not, in the aggregate, exceed
$500,000,000, and to enter into swap or hedging arrangements with respect to any
Securities, and all prior actions taken by ldaho Power Company in connection therewith
hereby are, in all respects approved, ratified and confirmed; and be it
Authortzafion of Filing of Registration Statement for Idaho Power Company First
Mortgage Bonds and Debt Securities
FURTHER RESOLVED, that the offrcers of Idaho Power Company be, and they
hereby are, authorized to prepare and file with the Securities and Exchange Commission
one or more registration statements (each including a prospectus) and any amendments
(including post-effective amendments) or supplements thereto, including in the form of a
joint registration statement (including a prospectus) with IDACORP, Inc., and any
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A. Harrington
amendments (including post-effective amendments) or supplements thereto, (1) for the
registration under the Securities Act of 1933, as amended, of an indeterminate amount of
the Securities, (2) for qualification under the Trust lndenture Act of 1939, as amended, of
Idaho Power Company's Mortgage and Deed of Trust, dated as of October 1,1937, as
heretofore supplemented and as it is proposed to be further supplemented by a
supplemental indenture or indentures, and (3) for qualification under the Trust Indenture
Act of 1939, as amended, of an indenture of Idaho Power Company relating to the Debt
Securities, as it is proposed to be supplemented by a supplemental indenture or
indentures; and be it
FURTHER RESOLVED, that, if the officers of Idaho Power Company, or any of
them, deem it in the best interests of Idaho Power Company, the preparation and filing
with the Securities and Exchange Commission, in accordance with the Securities Act of
1933, as amended, and in conformity with the rules and regulations thereunder, of a Rule
462(b) registration statement (the "Rule 462b) Registration Statement") relating to the
issuance and sale of the Securities, together with any such additions to, changes in or
deletions from the Rule 462(b) Registration Statement as such officers, or any of them,
may deem necessary or advisable (the signing of the Rule 462(b) Registration Statement
to be conclusive evidence that such officer or officers consider such registration
statement or such additions, changes or deletions necessary or advisable), are hereby
authorized and approved; and be it
Appointment of Agents for Service of Process and Powers of Attorney for Registration
Statements
FURTHER RESOLVED, that Darrel T. Anderson, Steven R. Keen, and Brian R.
Buckham each be, and each hereby each is, appointed and designated as agent for service
of process with respect to said registration statement or registration statements (including
all amendments thereto) and any Rule 462(b) Registration Statement, with all the powers
provided in the rules and regulations of the Securities and Exchange Commission with
respect to agents for service or process; and be it
FURTHER RESOLVED, that Darrel T. Anderson, Steven R. Keen, and Brian R.
Buckham be, and they hereby are, appointed and designated as the persons duly
authorized to receive communications and notices from the Securities and Exchange
Commission with respect to said registration statement or registration statements; and be
it
FURTHER RESOLVED, that Idaho Power Company hereby appoints Darrel T.
Anderson, Steven R. Keen, Ken W. Petersen, and Brian R. Buckham, and each of them
severally, as the true and lawful attorney and attorneys of Idaho Power Company with
full power to act with or without the others and with full power of substitution and re-
substitution to execute said registration statement or registration statements and any
amendment or amendments thereto (including post-effective amendments and registration
statements filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended), for
and on behalf of Idaho Power Company; and that each officer and director of Idaho
Power Company executing said registration statement or registration statements and any
amendment or amendments thereto (including post-effective amendments and registration
statements filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended) on
behalf of Idaho Power Company be, and he or she hereby is, authorized to appoint Darrel
T. Anderson, Steven R. Keen, Ken W. Petersen, and Brian R. Buckham, and any agent
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named for service in said registration statement, and each of them severally, his or her
true and lawful attorney or attorneys with power to act with or without the other and with
fuIl power of substitution and re-substitution, to execute in his or her name, place and
stead, in his or her capacity as an officer or director of Idaho Power Company, such
registration statement and any amendment or amendments thereto (including post-
effective amendments and registration statements filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended), and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange Commission,
with full power and authority to each of said attorneys to do and perform, in the name and
on behalf of the said officers or directors, or any of them, every act whatsoever necessary
or desirable to be done in the premises as fully and to all intents and purposes as such
officer or director might or could do in person; and be it
Blue Sky Authortzption
FURTHER RESOLVED, that the officers of Idaho Power Company be, and they
hereby are, authorized and empowered to take, in the name and on behalf of Idaho Power
Company, any and all action which they may deem necessary or desirable in order to
effect the registration or qualification of the Securities for offer and sale under the
securities or Blue Sky laws of any of the states or territories of the United States of
America and the District of Columbia, and in connection therewith to execute,
acknowledge, verify, deliver, file and publish all such applications, reports, agreements,
resolutions and other papers, documents and instruments that may be required or
appropriate under such laws, and to take any and all other action which may be deemed
by them to be necessary or desirable in order to maintain such registration or qualification
for as long as they deem it to be in the best interests of Idaho Power Company; and be it
Authorization to Offer and Sell Securities and Exccute Selling Arrangements
FURTHER RESOLVED, that upon obtaining the necessary regulatory
authorizations, and upon effectiveness of the registration statement under the Securities
Act of 1933, and, if applicable, the relevant indenture becoming qualified under the Trust
Indenture Act of 1939, as amended, the offrcers of Idaho Power Company be, and they
hereby are, authorized to issue and sell, or cause to be issued and sold, all or any portion
of the Securities either pursuant to competitive bidding, negotiated underwriting, private
sale, through agents, directly to an agent at a negotiated discount or directly to
purchasers, upon such terms and conditions and at a price or prices as are established by
the Board of Directors by these resolutions or may hereafter be established by the Board
of Directors or the Executive Committee of this Board of Directors; and be it
FURTHER RESOLVED, that the President, any Vice President or the Treasurer
of Idaho Power Company be, and each of them hereby is, authorized to enter into an
Underwriting Agreement, a Purchase Agreement, a Selling Agency Agreement and/or a
Distribution Agreement (or the substantial equivalent of any of the foregoing) in the form
or forms to be approved by the Board of Directors or the Executive Committee of this
Board of Directors, with such underwriters, purchasers and/or sales agents as the Board
of Directors or the Executive Committee of this Board of Directors shall determine for
the sale by Idaho Power Company of the Securities and to enter into swap or hedging
arrangements with respect to any First Mortgage Bonds or Debt Securities; and be it
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Creation of New Series of First Mortgage Bond and Delegation to Executive
Committee
FURTHER RESOLVED, that there hereby are created five new series of First
Mortgage Bonds, under Idaho Power Company's Mortgage and Deed of Trust, dated as of
October 1,1937, as supplemented, each to be designated "First Mortgage Bonds,
Series due _" or "First Mortgage Bonds, Secured Medium-Term Notes, Series
_", and the issuance by Idaho Power Company of not to exceed $500,000,000 in
aggregate principal amount of such five series of First Mortgage Bonds is hereby
authorized; and that, pursuant to the provisions of Idaho Power Company's Mortgage and
Deed of Trust, dated as of October l,1937, as supplemented, the offrcers of Idaho Power
Company be, and they hereby are, authorizedto execute under the seal ofldaho Power
Company and to deliver to Deutsche Bank Trust Company Americas as Corporate
Trustee under said Mortgage, or such other Corporate Trustee as shall be authorized or
approved by the Executive Committee of this Board of Directors, First Mortgage Bonds
in a total aggregate principal amount not to exceed $500,000,000, in fully registered form
in denominations of $1,000 and any multiple or multiples thereof; and that this Board of
Directors hereby determines that all of the First Mortgage Bonds of each such series shall
mature on the date or dates and shall bear interest at the rate or rates and be payable on
the date or dates provided in the Supplemental Indenture providing for the creation of
such series or, if Secured Medium-Term Notes, Series _, this Board of Directors hereby
determines that such First Mortgage Bonds to be issued from time to time shall (i) bear
interest at such rate or rates (which may be fixed or variable), (ii) mature on such date or
dates from nine (9) months to thirty (30) years from the date of issue, (iii) contain such
provisions with respect to the redemption thereof prior to maturity, and the dates and
prices associated therewith, as may be appropriate upon due consideration of current
market conditions and ldaho Power Company's general financing plan, and (iv) have such
other terms and provisions, all as may be determined from time to time by the President,
any Vice President or the Treasurer of Idaho Power Company and as shall be set forth or
referred to in, and confirmed by, written order or orders- for the authentication and
delivery of the First Mortgage Bonds of such series under Idaho Power Company's
Mortgage and Deed of Trust, as heretofore supplemented, and each such written order
shall conclusively establish the determination by the Board of Directors of the terms of
the principal amount of the First Mortgage Bonds of such series subject to such written
order, both principal and interest to be payable at the office or agency of Idaho Power
Company in the Borough of Manhattan, The City of New York, and at the option of
Idaho Power Company, interest on each said First Mortgage Bond may also be payable at
the office of Idaho Power Company in Boise, Idaho, in such coin or crurency of the
United States of America as at the time of payment is legal tender for public and private
debts; and that such First Mortgage Bonds shall be otherwise redeemable, registrable,
transferable and exchangeable as otherwise contemplated in the fonn established by the
Board of Directors or the Executive Committee of this Board of Directors; and that such
First Mortgage Bonds shall contain such other terms as the Board of Directors or the
Executive Committee of this Board of Directors shall approve, such approval to be
conclusively evidenced by the actions of the Board of Directors or the Executive
Committee of this Board of Directors in setting the terms of each such series of First
Mortgage Bonds and by the execution and delivery thereof by the officers executing the
same; and be it
FURTHER RESOLVED, that Deutsche Bank Trust Company Americas, or such
other corporate trustee as shall be appointed or approved by the Executive Committee of
this Board of Directors be, and it hereby is, requested, upon fulfillment of the
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requirements specified in Article V, VI and/or VII of said Mortgage, to authenticate said
First Mortgage Bonds, and deliver the same promptly, in accordance with the written
order or orders of Idaho Power Company signed by the President or any Vice President,
and by the Treasurer or any Assistant Treasurer of Idaho Power Company; and be it
FURTHER RESOLVED, that the Executive Committee be, and it hereby is,
authorized to approve one or more Supplemental Indenture(s), supplemental to Idaho
Power Company's Mortgage and Deed of Trust dated as of October 1,1937; and that the
officers of Idaho Power Company be, and they hereby are, authorized and directed to
execute and deliver, on behalf of Idaho Power Company, said Supplemental lndenture(s)
with such terms therein as the Executive Committee or the offrcers executing the same
may approve, their approval of any such terms and/or changes to be conclusively
evidenced by the actions of the Executive Committee in setting the terms of each such
series of First Mortgage Bonds or by the execution and delivery thereof by the offrcers of
Idaho Power Company; and be it
Recording of Supplemental Indenturesfor Fir$ Mortgage Bonds
FURTHER RESOLVED, that the officers of Idaho Power Company be, and they
hereby are, authorizedand directed to record and file or cause to be recorded and frled
such Supplemental lndenture(s), when executed, in such offices as in their judgment may
be necessary or appropriate in order to carry out the purposes of the foregoing
resolutions; and be it
Approval of Form of First Mortgage Bond
FURTHER RESOLVED, that the Executive Committee be, and it hereby is,
authorized to adopt and approve a form of First Mortgage Bond substantially as provided
and set forth in ldaho Power Company's Mortgage and Deed of Trust, dated as of
October 1,1937, with such changes thereto as the Executive Committee or the offrcers of
Idaho Power Company executing the same may approve, such approval to be
conclusively evidenced by the actions of the Executive Committee in setting the terms of
said First Mortgage Bonds or by the execution and delivery thereof by the officers of
Idaho Power Company; and, until definitive bonds are ready for delivery, the officers of
Idaho Power Company be, and they hereby are, authorized in their discretion to execute
and deliver to Deutsche Bank Trust Company Americas, as Corporate Trustee, or such
other Corporate Trustee appointed or approved by the Executive Committee of this Board
of Directors, and such Corporate Trustee be, and it hereby is, requested to authenticate
and deliver a temporary bond or temporary bonds in substantially the form approved by
the Executive Committee of this Board of Directors; and be it
FURTHER RESOLVED, that if any officer of Idaho Power Company who signs,
or whose facsimile signature appears upon, said First Mortgage Bond, ceases to be an
officer of Idaho Power Company prior to the issuance of said First Mortgage Bonds, said
First Mortgage Bonds so signed or bearing such facsimile shall nevertheless be valid; and
be it
FURTHER RESOLVED, that upon all said First Mortgage Bonds the signature
of the President or a Vice President of ldaho Power Company, the signature of the
Secretary or an Assistant Secretary of Idaho Power Company and the seal of ldaho Power
Company may be facsimile; and that any such facsimile signature of any such officer of
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Idaho Power Company appearing on said First Mortgage Bonds is hereby approved and
adopted as a signature of such officer of Idaho Power Company, and any such facsimile
seal of Idaho Power Company appearing on said First Mortgage Bonds is hereby
approved and adopted as a seal ofldaho Power Company; and be it
Appointment of Trustee for First Mortgage Bonds
FURTHER RESOLVED, that in respect of said First Mortgage Bonds, Deutsche
Bank Trust Company Americas be, or such other Corporate Trustee appointed or
approved by the Executive Committee of this Board of Directors be, and hereby is,
appointed agent of Idaho Power Company (1) in respect of the payment of the principal
of, and interest (and premium, if any) on, said First Mortgage Bonds, (2) in respect of the
registration, transfer and exchange of said First Mortgage Bonds, and (3) upon which
notices, presentations and demands to or upon Idaho Power Company in respect of said
First Mortgage Bonds, and in respect of ldaho Power Company's said Mortgage and
Deed of Trust, dated as of October l, 1937, as supplemented, may be given or made; and
be it
Appointment of Counsel and Engineer Pursuant to Mortgage for First Mortgage
Bonds
FURTHER RESOLVED, that Brian R. Buckham be, and he hereby is, appointed
Counsel, under the Mortgage, to render any opinions of counsel required thereunder, and
Lisa A. Grow, or in her absence Newell V. Porter, be, and each of them hereby is,
appointed Engineer, under the Mortgage, to make, execute and deliver any Engineer's
Certificate required thereunder, said appointments to remain in effect until the Corporate
Trustee receives written notice to the contrary; and be it
Further Authority as to First Mortgage Bonds
FURTHER RESOLVED, that the Executive Committee and the officers of Idaho
Power Company be, and they hereby are, authorized to take such actions, for and on
behalf of Idaho Power Company, relating to the authentication, creation, issuance, sale
and delivery of said First Mortgage Bonds, the execution and delivery of one or more
Supplemental lndentures as hereinabove provided and the recording and filing of such
completed Supplemental Indentures in such offices as they may deem necessary or
desirable, including, without limitation, the determination of the interest rate and the
insertion thereof in the form of said First Mortgage Bonds and, at their option, in the
Supplemental lndenture creating such series; and be it
Further Authority as to Debt Securities
FURTHER RESOLVED, that the offrcers of Idaho Power Company be, and they
hereby are, authorized and empowered to execute and deliver on behalf of Idaho Power
Company one or more indentures providing for the issuance of Debt Securities by Idaho
Power Company, including supplements to any indenture, with such trustee or trustees as
they may appoint, such indenture or indentures, or supplement or supplements, to be in
such form or forms and bear such date or dates as may be approved by the officers of
Idaho Power Company executing the same, such approval to be conclusively evidenced
by the execution of said indenture or indentures or supplement or supplements; and be it
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FLIRTHER RESOLVED, that the officers of ldaho Power Company be, and they
hereby are, authorized and empowered to appoint any agent, trustee or registrar necessary
or appropriate in connection with the issuance or sale of the Debt Securities; and be it
FLIRTHER RESOLVED, that the trustee appointed in connection with the
issuance or sale of the Debt Securities be, and it hereby is, requested, upon fulfillment of
the requirements specified in said indenture, to authenticate said Debt Securities, and
deliver the same promptly, in accordance with the written order or orders of Idaho Power
Company signed by the President or any Vice President, and by the Treasurer or any
Assistant Treasurer of Idaho Power Company; and be it
FURTHER RESOLVED, that the officers of Idaho Power Company be, and they
hereby are, authorized and empowered to execute the Debt Securities in temporary or
definitive form, under manual or facsimile signature, and under the facsimile seal of
Idaho Power Company attested by the manual or facsimile signature of the Secretary; and
be it
FURTHER RESOLVED, that the Executive Committee and the officers of ldaho
Power Company be, and they hereby are, authorized to take such actions, for and on
behalf of Idaho Power Company, relating to the authentication, creation, issuance, sale
and delivery of said Debt Securities, the execution and delivery of the indenture and one
or more supplemental indentures as hereinabove provided, including, without limitation,
the determination of the interest rate and the insertion thereof in the form of said Debt
Securities and, at their option, in the supplemental indenture creating such series; and be
it
Listing of the Securities
FURTHER RESOLVED, that the oflicers of the Corporation be, and each of
them hereby is, authorized in the name and on behalf of the Corporation, to make
application to the New York Stock Exchange (or any other exchange) for the listing of
any of the Securities as they (or any one of them) may deem necessary or desirable; and
Darrel T. Anderson, Steven R. Keen, and Brian R. Buckham be, and each of them hereby
is, authorized to sign said applications and other necessary agreements, statements or
documents in conformity with the rules and regulation of any such exchange; and Darrel
T. Anderson, Steven R. Keen, and Brian R. Buckham, and any legal counsel authorized
by any of them, be, and each of them hereby is, authorized to appear before any such
exchange, or any department, division or committee thereof, in connection with any
application made by the Corporation for the listing of any such Securities; and be it
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General Authority
FURTHER RESOLVED, that the Executive Committee and the officers of Idaho
Power Company be, and they hereby are, authorized and empowered in the name and on
behalf of Idaho Power Company to do or cause to be done any and all other acts and
things as they may deem necessary or desirable to consummate the transactions set forth
in and contemplated by these resolutions with full power to act in the premises, and that
all actions of the Executive Committee and the officers of Idaho Power Company taken
pursuant to and in furtherance of the purposes of these resolutions be, and they hereby
are, established as actions of this Board of Directors.
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