CODE OF CONDUCT AGREEMENT  WHEREAS, the State ofNew York is committed to fostering and encouraging the use and development of renewable energy sources in order to protect the environment and provide  long-term, sustainable benefits to the State and its residents;  WHEREAS, the New York State Office ofi the. Attorney General ("NYAG") has received numerous inquiries regarding Wind Farm Development from citizens, groups and public officials alleging improper relationships between Wind Companies and local officials; and WHEREAS, the NYAG seeks to ensure that wind farm development is done ina transparent manner, in which municipal officials and companies are accountable, and wind farm development business practices are established and maintained sO as to avoid conflicts of  interest, or the appearance thereof; and  WHEREAS, in 2011, New York State enacted a comprehensive energy bill revising Article 10 oft the New York State Public Service Law (Siting ofl Major Electric Generating Facilities) and, in 2012, the State Siting Board enacted new: regulations governing the development of power plant projects larger than 25 megawatts (MW); and  WHEREAS, certain local action requirements remain subject to local approval processes outside oft the Article 10 process and may or may not also require local agency compliance with SEQRA, including but not limited to local approvals required for the subdivision ofl land; extensions of special improvement or benefit assessment districts; tax assessment or payment in lieu oftaxes determinations; consents for the extension ofutility franchises to provide station power, private water or consumption of water from a municipal supply; the discharge ofs sewage or storm water into a municipal wastewater treatment system; the setting an payment ofhook-in fees, water rates, sewer rents and similar capital and consumption charges; industrial development agency leases; the overt grant of property rights or other privileges that would require an affirmative action bya a municipality and other similar approvals; and WHEREAS, the regulation oft towers used to monitor meteorological conditions is not governed by Article 10 and permitting, ifr required, may be under local codes; therefore Toi foster economic development and renewable energy, andj promote public integrity in Wind Farm Development, the NYAG has created the following Code of Conduct Agreement.  CODEOF CONDUCTI FOR WIND FARM DEVELOPMENT  The below-signed Wind Company voluntarily agrees to implement the following Code of Conduct Agreement, and the other terms herein, pursuant to this contract between the parties, to govern future. conduct in connection with the Wind Company's Wind Farm Development in New  York State.    Wind Companies with wind farm development projects that are excluded from the Article 10s siting process pursuant to Public Service Law SS 162(4)(b), (4)(c) or (4)(d) and have not voluntarily elected to become subject to its provisions pursuant to $ 162(5), shall remain subject to the terms of the 2009 Code of Conduct for those wind farm development projects.  I.  CONFLICTS OF INTEREST-) PROHIBITED  1. General Standard: The Wind Company shall not knowingly, directly ori indirectly offer to, or confer on, a Municipal Officer, his or her Relative, or any third party onl behalfofsuch Municipal Officer, during the Municipal Officer's public service or for aj period oft two years after termination of such Municipal Officer's service, any benefit, including gifts, employment, compensation for services, or honorariums exceeding more than $15 in aggregate in any one year period, unless such Municipal Officer recuses him- or herself from any official duties in connection with the Wind Company's Wind Farm Development. Accordingly, any compensation provided by the Wind Company to such Municipal Officer, his or her Relative, or third party on behalf ofs such Municipal Officer or Relative, shall be contingent on such prior recusal and the Wind Company shall disclose in writing to the NYAG any agreement that is contingent on such recusal. Fori the purpose ofthis paragraph only, "official duties in connection with the Wind Company's Wind Farm Development" do not include the non-discretionary duties 2. No Contingent Compensation: The Wind Company shall not knowingly provide or agree to provide compensation to any Municipal Officer or his or her Relative that is contingent upon such Municipal Officer's appearance before, or action asa 3. Restrictions on Easements/Leases with Municipal Officers: The Wind Company shall not knowingly enter into any agreement with any Municipal Officer that requires the Municipal Officer to support or cooperate with the Wind Company's Wind] Farm Development in any manner that relates to the Municipal Officer's Confidential Information: The Wind Company shall not knowingly solicit, use, or receive Confidential Information acquired by a Municipal Officer int the course Restrictions on Legal Representation: The Wind Company shall not agree to pay legal fees for any Municipal Officer or Municipality in connection with any  ofa' Town Clerk or Tax Assessor.  member of, any Municipal agency.  official duties.  4.  ofhis or her official duties.  5.  investigation by anyl law enforcement agency.  2    II. PUBLIC DISCLOSURE requirements shall apply.  For Wind Companies subject to the Article 10: siting process, the following disclosure For any financial interest held by a Municipal Officer or his or her Relative in any property identified for the Wind Company's Wind Farm Development prior to execution Code of Conduct Agreement, the Wind Company shall disclose the full name oft the ofthis Officer or his or her Relative and the nature and: scope oft the financial interest in a chart Municipal submitted to the NYAG: and displayed on a website, or on a link from a website, hosted the Wind Company. The submission shall include all such instances of which the Wind by has knowledge, or through the exercise of reasonable diligence should know that Company officer or his or her Relative has a financial interest in the property. The format oft any the municipal submission shall be subject to the approval ofthe NYAG. Such disclosures shall bei made within  60 days ofe execution of the Code of Conduct Agreement.  For events transpiring after the date this Code of Conduct Agreement is 1. Prior to pursuing, either formally or informally, any approvals before any Municipal Board, including a Town Board, and/or submitting a Public Involvement Plan ("PIP") to the Article 10 Siting Board, whichever is sooner (hereinafter the "Disclosure Date"), the Wind Company shall make public disclosures as defined in paragraph 31 below (hereinafter the "Disclosure List"), in  the signed,  Wind Company shall make the disclosures as set forth in this section.  the following manner:  a. b. C.  Submit the Disclosure List in writing for public inspection to the Publish Notice of the Disclosure List in a newspaper having a Display the Disclosure List on a website, or on a link froma a d. Submit the Disclosure List in writing to the Office ofthe Attorney 2. All easements and leases relating to Wind Farm Development shall be in writing (Wind. Agreements"). Prior to the Disclosure date, the Wind Company shall file, record, and index, in the Office oft the County Clerk for the county in which duly the subject property is located, an abstract or memorandum of each such agreement, as known at the time, or the agreement itself, which at a minimum shall include the categories identified below in the "Disclosure List."  Clerk ofs such Municipality.  general circulation ins such Municipality. website, hosted by the Wind Company.  General.  3    3. Disclosure List. The Wind Company shall maintain al list ofa any Wind Agreements itl has with any Municipal Officers and his or her Relatives ("the Disclosure List"). The Disclosure List must be updated or modified ifa Wind Agreement is signed with any Municipal Officer or Relative after the initial Disclosure Date. The updated Disclosure List is to be displayed on a website, ora link from a website, hosted by the Wind Company. The Disclosure List shall b. The full names and addresses oft the parties to the Wind Agreement, and identification oft the party that is al Municipal Officer or related to al Municipal Officer and, ifthe latter, the relationship between the Municipal Officer and thel Party to the  include:  Wind Agreements; Agreements;  C. Af full description of the property: subject to such Wind  d. The essential terms of each such Wind Agreement, including the rights conveyed by the property owner and, ifthe property owner isal Municipal Officer or his or her Relative, which of the following ranges encompasses the actual monetary consideration offered by the Wind Company or, ift the actual monetary consideration is not fixed, the Wind Company's good faith estimate oft the projected annual monetary consideration, which estimate may be accompanied by a description ofa any factors or contingencies that could affect the actual monetary compensation:  i.  Under $5, 000 ii. $5,000 to under $20,000 iii. $20,000 to under $60,000 iv. $60,000 to under $100,000 V. $100,000 to under $250,000 vi. $250,000 to under $500,000 vii. $500,000 to under $1,000,000 vifi. $1,000,000 or higher.  4    III. EDUCATION AND TRAINING  1. Prior to the Disclosure Date, the Wind Company shall provide a copy of this Code of Conduct Agreement and a written statement ofi itsi intention to comply with this Code of Conduct Agreement to each government or Municipality in which the Wind Farm Development Project is located. Ifthe Disclosure Date for a' Wind Farm Development Project precedes the execution date oft this Code ofc Conduct, then the Wind Company shall, within one week of execution, provide a copy of the Code of Conduct and ay written statement of its intention to comply with the Agreement to each government or Municipality in which the Wind Farm  Development Project is located.  2. Within one week oft the execution oft this Code of Conduct Agreement, the Wind Company shall publish this Code of Conduct Agreement on a website, or ona link from a website, hosted by the Company and on any internal computer network (intranet) site that can be accessed only by its officers or employees (if the Wind Company maintains such an intranet site), distribute copies ofthis Code ofConduct Agreement to its officers and employees and post copies ini its main office, any office inl New York State, and any other office where the Wind Company has personnel involved in Wind Farm Development in New York State. Within ninety days after the execution ofthis Code ofConduct Agreement, the Wind Company shall conduct a seminar for all officers, employees and project developers actively working in or on projects related to Wind Development in the State ofl New York about identifying and preventing conflicts ofi interest when Within thirty days oft the seminar, the Wind Company shall obtain acknowledgement forms from each ofi its officers and employees actively working in or on projects related to Wind Farm Development in New York State, certifying that they have: () attended the seminar required by paragraph 3 ofthis section and (ii) have read and agree to comply with this Code of Conduct Agreement. If, due to exceptional circumstances, an officer or employee is unable to attend the seminar required inj paragraph 3 ofthis section, alternative arrangements should be made as soon as is practical for such officer or employee to receive the training described in paragraph 3 and sign the acknowledgement form. The Wind Company shall discontinue employment on Wind Farm Development int the State ofNew York ofa any such officer or employee who fails to attend the seminar or its equivalent, or sign the acknowledgement form. 5. The Wind Company shall distribute to all its officers and employees and post prominently in all its work locations in New York State, as well as on its website and intranet system (ift the Wind Company maintains such an intranet system), instructions that any misconduct, violation ofthe law, or corruption of sort in connection with Wind Farm Development or any violation oft this Code any of Conduct Agreement shall be promptly reported to the NYAG.  3.  working with Municipal Officers.  4.  5    6. Upon discovery by the Wind Company that al Municipal Officer or his or her Relative has entered into a lease or easement with the Wind Company, the Wind Company shall (i) notify the attorney for the Municipality and (ii) recommend to such Municipal Officer that he or she consult with the Municipality's attorney concerning his orl her legal obligations, including any obligation to recusel him- or  herself.  IV. ENFORCEMENT AND COMPLIANCE  1. Should the Wind Company discover any conduct in violation of the provisions of this Code of Conduct Agreement, the Wind Company shall promptly disclose such information to the NYAG. The Wind Company shall fully cooperate with the NYAG in any investigation arising out of such violation. With respect to any complaint received by the NYAG, the NYAG shall advise the Wind Company oft the complaint and give the Wind Company a reasonable opportunity to submit to the NYAG information relevant to the complaint. After providing such opportunity, thel NYAG shall make a written determination, based on a reasonable investigation, including any information provided by the Wind Company, whether a preponderance oft the evidence establishes that the Wind Company has violated this Code of Conduct Agreement in any material respect. Int the event that a violation of any provision set forth in this Code of Conduct Agreement is found, the Wind Company may be subject to penalties of up to $50,000 for the first violation and up to $100,000 for any subsequent violation. In establishing aj penalty amount under this Code of Conduct Agreement, the NYAG shall consider the relative severity of, and the relative harm to public integrity occasioned by, such violation and shall provide written findings in support of such conclusions. Any payment shall be made by certified check made payable to the "State ofNew York." The Wind Company shall have the right to challenge in court the NYAG's finding ofa violation of this Code ofConduct Agreement and determination oft the penalty amount, on the grounds that such determinations are not supported by aj preponderance oft the evidence. The Wind Company shall pay any assessed penalties to a reserve fund oft the State ofNew York pending the resolution ofa any such court challenge. In the event that thel NYAG's determination is overturned upon) judicial review, the penalty payment (including anyi interest accrued) shall be returned to the Wind Company. 3. The Code of Conduct Agreement shall be applicable during all phases ofwind farm development including preliminary scoping, siting, approval and construction, and shall automatically terminate one year after project completion. Aj project will be deemed completed when the wind farm development project is fully operational. Ift the Wind Company proposes any future capacity increases for the wind farm development project, then the Wind Company shall reanimate and update the previously signed Code of Conduct.  2.  6    V. DEFINITIONS  Unless otherwise stated or unless the context otherwise requires, when used in this Code:  1. "Confidential Information" means:  a.  information that reveals an imminent or present determination, decision, report, audit or recommendation by the State, an agency ofthe State, al Municipality or Municipal Officer that is related to Wind Farm Development and that is scheduled, planned or required to be announced or made available to the public in the  future;  b. information derived from communications as to which the Municipality could assert a claim of privilege under section 4503 trade secrets submitted to the Municipality by a commercial enterprise or derived from information obtained from a commercial enterprise, which ifdisclosed could cause substantial injury to the competitive position oft the subject enterprise; d. information compiled for law enforcement purposes; and e. any other information deemed confidential byal law, rule or code 2. For thej purpose of Paragraphs III.3 and III.4 above, "employee" or  ofthe Civil Practice Law and Rules;  C.  to which the Municipal Officer was subjected.  when used in reference to a Wind Company, shall mean the Wind Company's employees," employees who are involved in Wind Farm Development inl New York State, except those who perform solely administativeleilerical, accounting, construction 3. "Disclosure Date" means the date, prior tot the Wind Company pursuing, either formally or informally, any approvals before any Municipal Board, Town Board, and/or submitting al Public Involvement Plan (PIP") to includinga the Article 10S Siting Board, whicheveri is sooner, when the Wind Company publishes its with Municipal Officers and/or his or her Relatives. The Disclosure List Company shall be updated whenever a Wind Agreement is signed with a Municipal Officer or Municipal Officer's Relative, even when this occurs after the Disclosure Date.  or maintenance functions.  Disclosure List.  4. "Disclosure List" means a list of any Wind Agreements that a Wind  has  7    5. "Gift" means anything having more than a nominal value, whether in the form of money, service, loan, investment, travel, entertainment, hospitality, or in any other form, and includes an offer to a charitable organization at the designation of the Municipal Officer or at the designation ofh his or her Relative. "Gift" does not include educational materials provided to Municipal Officers by the Wind Company in connection with Wind Farm Development inl New York State. Honorarium" means any payment made in consideration for any speech given at aj public or private conference, convention, meeting, social event, meal orl like "Identified" means that the Wind Company has begun to pursue the purchase or lease of, or an easement on, real property, in which the Wind Company knows, or through the exercise of reasonable diligence should have known, that al Municipal Official or his or her Relative has a financial interest in the property. 8. Knowingly,"-amowing' or "has knowledge" means that a person: a. has actual knowledge of a claim or information; b. acts in deliberate ignorance oft the truth or falsity ofac claim or C. acts in reckless disregard oft the truth or falsity ofa claim or  6.  gathering.  7.  information; or information.  9. "Article 10 ofthe New York State Public Service Law (Siting ofMajor Electric Utility Transmission Facilities)" references Public Service Law SS 160-173, also 10. "Municipality" means a county, city, town, village, public authority, school district, or any other special or improvement district, but shall have no application toad cityl having aj population of one million or more, or to a county, school  cited as "Power NY Act tof2011," enacted. August 4, 2011.  district, or other public agency or facility therein.  11. "Municipal Officer" means any officer or employee ofal Municipality in the State ofNew York, whether paid or unpaid and includes, without limitation, members ofany office, board, body, advisory board, council, commission, agency, department, district, administration, division, bureau, or committee oft the municipality. "Municipal Officer" also includes any entity that is directly or indirectly controlled by, or is under common control with, such officer or  employee. "Municipal Officer" shall not include:  8    a. ajudge, justice, officer, or employee oft the unified court system; b. av volunteer firefighter or civil defense volunteer, except a fire chief C. ar member of an advisory board oft the municipality if, but only if, the advisory board has no authority to implement its recommendations. or to act on behalfoft the municipality orto restrict authority ofthe municipality to act.  ora assistant fire chief; or  12. "Officer" or "Officers," when used in reference to a' Wind Company, shall mean the Wind Company's officers who are involved in Wind Farm Development in the State ofl New York, except those who perform solelydministatieoelrial, 13. For the purpose of paragraphs I.1 and 1.3 above, "relative" means a spouse or domestic partner, child, step-child, or parent oft the Municipal Officer, or a person claimed as a dependent on the Municipal Officer's latest individual state income tax return. For the purpose oft the remainder oft this Code of Conduct Agreement, 14. "Wind Company" means the signatory oft this Code of Conduct Agreement as well: as its officers, directors, employees, subsidiaries and any affiliates over  accounting, construction or maintenance functions.  "relative" also includes sibling. which it exercises control.  15. "Wind Farm Development" means any stage of past, present or future development or siting of wind farms, wind turbines, wind power and related facilities or wind power projects ini the State ofNew York, whether considered, planned, attempted or completed, including but not limited toj permitting, licensing, construction and energy production. "Wind Farm Development" shall noti include past, present, or future development or siting ofs so-called "community energy" projects involving wind turbines and related facilities that are interconnected to utility distribution systems (less than 50 kV), either directly or 14. "Financial interest in any property" shall mean the ability to claim full or partial legal ownership oft the property and/or a future or contingent interest in the property including, without limitation, fee ownership, easement and option  through a retail customer meter.  and loans or other interests secured by the property.  rights  VI. FORMS II and III above.  The following forms shall be used to comply with the disclosure  requirements in Sections  9    1. Disclosure under paragraph ILl.a., above, shall be made with the following form:  PROPERTY INTEREST OF MUNICIPALOFFICER FORI FILING WITH CLERK OF MUNICIPAL ENTITY Please take notice that al Municipal Officer has ai financial interest in aj property identified for Wind Farm Development by the Wind Company as set forth below:; Name of! Municipality and Position that Municipal Official Holds:  Name of Municipal Official: Name of Wind Company: Address of Wind Company: Description of Property: Street Address: Town/City: Section/Block/Lot* #: form:  2. Disclosure under paragraph II.1.b. and C. above shall be made with the following  PUBLISHING. ABSTRACT  NOTICE OF CONVEYANCE OF PROPERTY INTEREST BYI MUNICIPAL OFFICER TO WIND COMPANY  Please be advised that [Name of Municipal Official] who holds that position of abstract with more information concerning the transfer is available with New the_ York. An  with the of_  of_  New York, has conveyeda  to[ [Name of Wind Companyl for property with the  address and section/block/lot number int the  of  following street Clerk  ofthe_  3. Disclosure under paragraph III.6, above, shall be made with the following form:  NOTICETOMUNICIPAL OFFICER Dear Municipal Official:  Ith has come to our: attention that either you and/or one or more of your relatives Municipal Officer or Employee that has transferred or otherwise conveyed an interest may bea in  real property to ay wind company.  10    1.  We strongly recommend that you contact your municipality's attorney to discuss possible obligations, including, but not limited to the obligation under certain laws tor recuse yourself from certain matters involving that wind company.  DATED:  ew York, New York VN 21,2016  Bluestone Wind, LLC, al Delaware limited liability company By: ortlamhlen Jil/an Dalen Authorized Signatory Bluestone Wind, LLC 717' Texas Avenue, Ste. 1000 Houston, Texas 77002 ERICT.SCHNEDERMAN Attorney General of the State ofNew York 120 Broadway New York,NY10271 Phrtfolbek Martin. J. Mafk Executive Deputy Attorney General for Regional Affairs  By:  11