20191030Attachment II.pdf

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RECEIVED
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Patrick A. Hanington
Corporste Secretary
Ms. Diane Hanian
Commission Secretary
Idaho Public Utilities Commission
I1331 W. Chinden Blvd.
Building 8, Suite 201-A
Boise, ID 83714
October 28, 2019
Rc In the Matter of the Application of Idaho Power Company for an
Order Authorizing the Issuance and Sale of up to $450,000,000
Aggregate Principal Amount at any one time outstanding of Short
to Mid-Term Borrowings
Case No. IPC-E-I9-.33
Dear Ms. Hanian:
4r""
c Terri Carlock
P.O, Box 70 Boke, ID 83707
Telephone [phone], Fsx (20E) 3EE-6936
An loAcoRP cofipanv
Enclosed lor filing with the Idaho Public Utilities Commission as Attachment II to Idaho
Power's Application in the above referenced case are certified resolutions of the ldaho Power
Company board of directors authorizing the securit'ies issuance transactions described in the
Application. lf you have any questions regarding this application, please contact me at (208)
388-2878 ot [e-mail].
(CORPORATE SEAL)Patric A. Harringto
Corporate Secretary
RESOLVED, That for the purpose of providing in part for the financial
requirements of Idaho Power Company (the "Company") during the calendar
years 2019 through 2026, unsecured short-term and mid-term borrowings with a
maturity of three (3) years or less (the "Borrowings") by the Company are hereby
authorized in an aggregate principal amount not to exceed $450,000,000 at any
one time outstanding, including authorization to renew notes or other evidence of
indebtedness with a final maturity no later than December 3 I , 2026, such
Borrowings (including renewals thereof), subject to the authority of, or in
compliance with procedures of, all govemmental agencies having jurisdiction in
respect thereof, to be made (l) at such time or times, in such amount or amounts
(within the above specified aggregate maximum), for such period or periods, at
such rate or rates of interest, upon such other terms and conditions, and to be
evidenced by notes or such other evidence of indebtedness in such form or forms
as shall be determined by, and (2) under such agreernent or agreements or
pursuant to such arrangements as shall have been approved by, the Chief
Executive Officer, the Chief Financial Officer, the Controller, the Chief
Accounting Officer, the Treasurer or any Assistant Treasurer of the Company (the
"Authorized Officers"), as necessary or appropriate, in view of the Company's
financial requirements; and that the Authorized Officers be and each of them
hereby is authorized to execute and deliver in the name and on behalf of the
Company, all such agreements and arrangement documents, or instruments, and
to do or cause to be done all such other things, as may be required or expedient
for the purpose of such Borrowings, including the determination of a bank or
banks to act as issuing and paying agent for any promissory notes or other
evidence of indebtedness of the Company; and that the Authorized Officers be
and each of them hereby is authorized and empowered from time to time, to
make, execute and deliver in the name and on behalfofthe Company, promissory
notes or other evidence of indebtedness, not to exceed an aggreBate principal
amount of$450,000,000 at any one time outstanding as herein authorized; and be
it
{00262021.DOC; I }
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 unanimous written consont by the Board of Directors of the Company on October 28,
2019, relating to authority to make up to 5450 million aggrcgate principal amount at any one
time outstanding of short-term borrowings, 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 tni",ffi of october, 2019.
FURTHER RESOLVED, That all acts heretofore done and all documents
heretofore executed, filed or delivered by the officers of the Company in
connection with the proposed Borrowings are hereby approved, ratified and
confirmed; and be it
FURTHER RESOLVED, That the Authorized Officers are hereby
severally authorized, onpowered and directed to execute and deliver, tbr and on
behalfofthe Company, a credit agreement (or amcndment to or restatement ofan
existing credit agreernent) in an aggregate principal amount not to exceed
$450,000,000 at any one time outstanding with agents and lenders selected by the
Authorized Officers (the "Credit Agreanent"), together with any other related
documents that any such officer deems necessary or appropriate to consummate
the transactions contemplated by the Credit Agrcement, and together with any
amendments thereto not inconsistent with these resolutions that are dcemed
necessary or desirable by any such officer; and be it
FURTHER RESOLVED, That effective upon receipt of all necessary
regulatory approvals, authorizations or conscnts and the entry into such
agreements as the Authorized Officers deem necessary or appropriatc, ldaho
Power Company may issue and sell its promissory notes (commercial paper or
similar notes or other evidence of indebtedness), from time to time (either in
physical or electronic book-entry form or otherwise) to such lenders, brokers,
dealers or placernent agents as the Authorized Ofticers may determinc, in
principal amounts not to exceed an aggregate of $450,000,000 at any one time
outstanding, each such note to be signed, ifrequired, by one Authorized Officer as
hereinafter provided, at such prices and containing such dates, rates, maturities or
other terms as the Authorized Of'ficer executing said notcs shall deern appropriate;
provided, that no commercial paper shall be issued with a maturity date exceeding
270 days from the date ofissuance; and be it
{00262021.Ix)C; I I
2
FURTHER RESOLVED, That the Authorizcd Officers be, and they
hereby are, authorized and directed to file applications with the Idaho Public
Utilities Commission, the Public Utility Commission of Oregon and the Wyoming
Public Service Commission, and such other commissions or regulatory agencies
identified by such officers, for any necessary or appropriate authorization in
conncction with the Borrowings in an aggregate principal amount not to exceed
$450,000,000 at any one time outstanding, as determined by the Authorized
Oflicers to be in the best interest of the Company, and to execute on bchallolthe
Company and in its name and to cause to be filed with said commissions and
regulatory agencies such amendments, supplements and reports, if any, as they
deem ncccssary or proper in connection with such applications and with any
orders issued by the commissions and regulatory agencies; and be it
FURTHER RESOLVED, That the signature or signatures on said
promissory notes may be either the manual or facsimile sigrrature of an
Authorized Officer or any other officer of the Company designated in writing by
any Authorized Offrcer; and be it
FURTHER RESOLVED, That the Authorized Officers be and cach
hcreby is authorized to executc and deliver on bchall of the Company an
agreement, or an amendmcnt to an existing agreement, with Wells Fargo Bank or
any one or morc other financial institutions, providing for the safekeeping,
completion, countersignature, issuance and payrnent of the promissory notcs of
the Company; and be it
FURTHER RESOLVED, That thc officers of the Company are hereby
authorized and directed to do or cause to be done any and all other acts and things
in their judgnrent that may be necessary or propcr or as counsel may advise in
order to carry out the purpose of the foregoing resolutions.
l(X)262021.DOC: I )