12.1Introduction

This Code of Conduct shall apply to the ISO’s Directors, Officers, and Employees (collectively, “ISO Employees”) and provides policies, rules and procedures to be followed in carrying out the ISO’s responsibilities.  The provisions relating to covered contractors and consultants are set forth in Section 12.12 below.

The ISO Employees shall take all reasonable actions within their authority under the ISO Tariffs and Agreements[1] necessary to:

(1)comply with all laws including, without limitation, the following: federal and state environmental laws; Federal Power Act, FERC Rules and Regulations, FERC Order Nos. 888 et. seq. and 889 et seq.; 18 C.F.R. § 37.1-37.4; federal securities laws; and copyright, trademark and patent laws; Attachment F

(2)provide Transmission Service pursuant to the ISO Open Access Transmission Tariff (“OATT”), acting as the Responsible Party,[2] as defined in Order Nos. 889 et. seq. for all Transmission Owners that are signatories to the ISO Agreement and operate the OASIS in accordance with Section 12.2, below;

(3)refrain from Energy Transactions in accordance with Section 12.3, below;

(4)treat commercially sensitive, proprietary, or regulated information as Confidential Information in accordance with Section 12.4, below;

(5)protect the integrity of ISO Records[3] in accordance with Section 12.6, below;

(6)protect the ISO’s assets including property, facilities, equipment and supplies in accordance with Section 12.11, below; and

(7)avoid contact with Market Participants[4] which could cause or appear to cause a conflict of interest under Section 12.7, below.

[1] The “ISO Tariffs and Agreements” consist of the ISO OATT, the ISO Services Tariff, the ISO Agreement, the NYSRC Agreement, the ISO/NYSRC Agreement, and the ISO/TO Agreement. The term “ISO Tariffs” consists of the ISO OATT and the ISO Services Tariff.

[2] The term “Responsible Party” as defined in Order No. 889 means the Transmission Owner or an agent to whom the Transmission Owner has delegated the responsibility of meeting the requirements of 18 C.F.R. §37 concerning the operation of the OASIS.

[3] ISO Records consist of all documents submitted to, or generated by, the ISO that pertain to ISO business. Examples of ISO Records include, without limitation, requests for Transmission and Ancillary Services, service agreements, system impact studies and facilities studies developed by the Transmission Owners and forwarded to the ISO, audit records, and ISO annual reports.

[4] Market Participant is any person (natural or legal) transacting with the ISO to buy, sell or schedule electric generating Capacity and/or Energy, Ancillary Services or Transmission Services. The term includes, but is not limited to, Power Exchanges, power brokers, power marketers, Buyers, Sellers, Transmission Owners, Non-Utility Generators, Independent Power Producers, load aggregators, Load Serving Entities, and municipalities or groups of these entities.