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HomeMy WebLinkAboutOrdinance No. 16,441 (Item 7.b.) ORDINANCE NO. 16,441 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING APPROVAL OF A MASTER RETAIL-ELECTRICITY SUPPLY AGREEMENT BETWEEN THE BAYTOWN AREA WATER AUTHORITY AND CONSTELLATION NEW ENERGY, INC.; APPROVING PAYMENT BY THE BAYTOWN AREA WATER AUTHORITY IN AN AMOUNT NOT TO EXCEED ONE HUNDRED SIX THOUSAND AND 00/100 DOLLARS ($106,000.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. WHEREAS, the Baytown Area Water Authority's enabling legislation requires that the City Council approve certain agreements before the Baytown Area Water Authority("BAWA") enters into the same; and WHEREAS,on April 15,2026,the Board of Directors of BAWA will meet and consider approval and ratification of a Master Retail Electricity Supply Agreement with Constellation New Energy, Inc; and WHEREAS,the City of Baytown desires to approve the same; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS: Section 1: That the recitals set forth hereinabove are hereby found to be true and correct and are hereby adopted. Section 2: That, subject to ratification and approval by the Board of Directors of BAWA, the City Council of the City of Baytown, Texas, hereby approves the Master Retail Electricity Supply Agreement between the Baytown Area Water Authority and Constellation New Energy, Inc. and approves payment by BAWA in an amount not to exceed ONE HUNDRED SIX THOUSAND AND 00/100 DOLLARS ($106,000.00). A copy of said Agreement is attached hereto as Exhibit A and incorporated herein by reference. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote o the City Cou cil of the City of Baytown this the 94 day of April, 2026. CHARLES JOHNSON, Mayor ATTEST: ANGELA JACKSON, City Clerk APPROVED AS TO FORM: SCOTT LEMOND, City Attorney R:\Ordinances and Resolutions\Ordinance Drafts\2026-04-09\Ordinance Approving Electric Supply Agreement between BAWA and Constellation New Energy.kh.docx EXHIBIT "A" Agreement is Not Valid Unless Constellation Executed by Seller Constellation NewEnergy,Inc. Fixed Price Solutions Transaction Confirmation Confirmation—for HGACEnergy Members This TC is entered into pursuant to and in accordance with a Master Agreement executed on. 3/25/2026 by and between Constellation NewEnergy, Inc. ("Seller")and Baytown Area Water Authority ("Customer"), and is subject to all of the provisions, terms and conditions of such Master Agreement. Notwithstanding anything to the contrary,any conflict between this TC and the Master Agreement will be resolved in favor of this TC, but only with respect to the Account(s) listed on this TC. This TC supersedes all prior agreements and understandings with respect to the Account(s),and may not be contradicted by any prior or contemporaneous oral or written agreement. Capitalized terms used herein but not defined will have the meanings ascribed to them in the Master Agreement. Price Terms. The prices contained in the Account Schedule include all the costs listed below as"Fixed", meaning that they will remain constant for the existing term of this TC and may only be subject to change as a result of a Change in Law as described in the Master Agreement. Costs listed below as"Passed Through"means that charges for these costs will change during the existing term of this TC to the extent the related charges vary for any reason. At any time during the term of this TC,Customer may request the purchase of renewable energy certificates in an amount equal to a prescribed percentage of Customer's load volume by entering into one or more Retail Trade Transactions ("RTTs"),which shall be evidenced by a fully executed RTT Confirmation and be incorporated herein. Cost Components. For each of the items listed as"Fixed"below,this means the item is included in your contract prices as set forth in the Account Schedule. For each of the items listed as "Passed Through" below, this means that you will be charged the costs associated with the line item in accordance with the definitions of each item in Section 1 Definitions of the General Terms and Conditions. Energy Costs Fixed Ancillary Services And Other ISO Costs Fixed • ERCOT Nodal Ancillaries Costs Fixed RUC Capacity Short Charge Costs Fixed Basis Costs Fixed Line Loss Costs Fixed Renewable Portfolio Standards Costs Fixed RT Ancillary Imbalance Costs Fixed ERCOT Securitization Default Charges Passed Through ERCOT Securitization Uplift Charges Passed Through ERGOT Contingency Reserve Service(ECRS)Charges Fixed Firm Fuel Supply Service(FFSS)Charges Fixed • The contract prices contained in the Account Schedule include credit costs and margin.CRR Auction Revenue Distribution is included in the contract price. In addition,Seller's invoice to Customer shall(a)either include in Energy Costs or separately state the fee earned by the coordination consultant under contract with the H-GAG Energy Purchasing Corporation in accordance with the contracted rate schedule with said consultant,and (b)separately state the H-GAC Energy Purchasing Corporation Aggregation Fee of$0.00045 per kWh(which is separate and apart from the fee earned by the coordination consultant). Acknowledgment of Risk. If Customer(referred to as"I"in the language below)receives a Wholesale Indexed Product or Passed Through Ancillary Services And Other ISO Costs or ERCOT Nodal Ancillaries or RUC Capacity Short Charge Costs or RT Ancillary Imbalance Costs or any other ancillary services charges,then the following shall apply: Wholesale Indexed Product: I understand that the volatility and fluctuation of wholesale energy pricing may cause my energy bill to be multiple times higher in a month in which wholesale energy prices are high. I understand that I will be responsible for charges caused by fluctuations in wholesale energy prices. FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Transaction Confirmation Rev Jan-29-2016 (for HGACEnergy) (23a,999)RM Sales Rep:Gary Hudson G670152.67622.0 Printed:3/25/2026 Page 1 of 6 Passed Through Ancillary Service Charges: I understand that my energy bill may include a separate assessment of ancillary service charges, which may cause my energy bill to be multiple times higher in a month in which ancillary services charges are high.I understand that I will be responsible for charges caused by fluctuations in ancillary service charges. Passed Through ERCOT Securitization Charges: To address issues arising from Winter Storm Uri in February 2021,the Texas legislature enacted House Bill 4492 to authorize financing mechanisms to provide funds to help stabilize the market.Subchapter M (PUCT Docket 52321)and Subchapter N(PUCT Docket 52322)resulted in the following charges: ERCOT Securitization Default Charges are those related to ERCOT's financing of costs associated with certain market participants defaulting on their payment obligations as a result of Winter Storm Uri,and ERCOT Securitization Uplift Charges are those related to ERCOT's financing of costs associated with extraordinary costs charged to load serving entities,including retail electric providers, during Winter Storm Uri. . Notwithstanding anything to the contrary herein,Accounts located in Lubbock Power&Light will not be charged ERCOT Securitization Default Charges or ERCOT Securitization Uplift Charges. Billing.Customer's Account(s)will be billed as follows per the Master Agreement: Seller Consolidated Billing Section 1.1. Definitions. "Ancillary Services And Other ISO Costs" means for any billing period the applicable charges regarding ancillary services as set forth in the applicable ISO Open Access Transmission Tariff("OATT") and for other ISO costs not otherwise included in any of the defined cost components in this TC. Seller will reasonably determine an Account's monthly Ancillary Services And Other ISO Costs based on the Account's$/kWh share of cost for Ancillary Services And Other ISO Costs or otherwise reasonable allocation method as Seller may determine from time to time based on how Ancillary Services And Other ISO Costs are assessed by the ISO. "Basis Costs"means the difference in market prices between the zone of the service account and the supply hub associated with the service account energy zone. The real time market price will be used to calculate Basis Costs except that where the contract specifies use of the day ahead market price as the energy index for settlement,the day ahead index price will be used for calculating Basis Costs. "Covered Bandwidth"does not apply to this TC. "CRR Auction Revenue Distribution" means disbursements of surpluses associated with the ERCOT Nodal Protocols that are generated from Congestion Revenue Rights to Seller based on Load Ratio Shares(LRS),as such terms are defined in the ERCOT Nodal Protocols. "Energy Costs"means a charge for the cost items included in the Locational Marginal Price for the ISO zone identified in the Account Schedule "ERCOT Contingency Reserve Service(ECRS)Charges"means charges and fees associated with and defined in the ERGOT Nodal Protocols and allocated by ERCOT on the basis of Load Ratio Share(LRS)for an Ancillary Service that provides operating reserves that is intended to:(a)restore Responsive Reserve Service (RRS) to 60 Hz within ten minutes of a frequency deviation that results in significant depletion of RRS byrestoring q Y 9 frequency to its scheduled value to return the system to normal;(b)provide energy or continued Load interruption to avoid or during the implementation of an Energy Emergency Alert(EEA); (c)provide backup regulation;and(d)be sustained at a specified level for two consecutive hours. "ERCOT Nodal Ancillaries Costs"means additional charges and fees associated with and defined in the ERCOT Nodal Protocols including,but not limited to,Load-Allocated Firm Fuel Supply Service, Base Point Deviation Payment,Charge for Emergency Power Increases,RUC Make Whole Uplift Charge,RUC Decommitment Charge,and RUC Clawback Payment. "ERCOT Securitization Default Charges"means charges related to ERCOT's financing of costs associated with certain market participants defaulting on their payment obligations as a result of Winter Storm Uri. "ERCOT Securitization Uplift Charges"means charges related to ERCOT's financing of costs associated with extraordinary costs charged to load serving entities,including retail electric providers,during Winter Storm Uri. "Firm Fuel Supply Service (FFSS) Charges" means charges and fees associated with and defined in the ERCOT Nodal Protocols for a service provided by certain Generation Resources in order to maintain Resource availability in the event of a natural gas curtailment or other fuel supply disruption. "Holdover Fee"means a cost of$.005250 per kWh in the holdover rate. "Line Loss Costs"means the costs(to the extent not already captured in the applicable Energy Costs)applicable to each Account based on the kWh difference between the UDC metered usage and the ISO settlement volumes(the"Line Loss Usage"). If Line Loss Costs are"Fixed,"the Line Loss Costs are included in the contract price and will not be invoiced as a separate line item. If Line Loss Costs are"Fixed(Charged Separately)", the contract price shall be applied to the Line Loss Usage and appear as a separate line item on the invoice. If Line Loss Costs are"Passed Through,"the Line Loss Costs will be invoiced as a separate line item and calculated based on the applicable locational marginal price for the Line Loss Usage. "Locational Marginal Price"means the Settlement Point Price(SPP)for the relevant index,day ahead or real time,as established by ERCOT rules (and includes the ORDC Real-Time Price Adder as set forth in NPRR 568 which provides for the implementation of an Operating Reserve Demand Curve(ORDC)beginning on June 1,2014). "LMP"or"Holdover Market Price"means the real time Locational Marginal Price. "Non Time Of Use"or"Non TOU"means all hours of each day. "Off Peak"means all hours other than Peak hours. FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Transaction Confirmation Rev Jan-29-2016 (for HGACEnergy) (23a,999)RM Sales Rep:Gary Hudson G670152.67622.0 Printed:3/25/2026 Page 2 of 6 "Payment Date"means the date thirty(30)days following the invoice date,by which Customer's payment to Seller is due without offset or reduction of any kind. "Peak"means the hours designated as peak from time to time by the UDC. "Pricing Schedule"means"Transaction Confirmation"or"TC". "RT Ancillary Imbalance Costs"means for any billing period the applicable charges or credits regarding real-time(RT)ancillary imbalance services as set forth in Nodal Protocol Revision Request 568(NPRR 568)and the ERCOT Nodal Protocols which provides for the implementation of an Operating Reserve Demand Curve(ORDC)beginning on June 1,2014. "Renewable Portfolio Standards Costs" means the costs associated with meeting renewable portfolio standards costs at the levels required by currently applicable Law. If Renewable Portfolio Standards Costs are not included in the contract price,such costs for a particular month will be the product of(i)the Monthly RPS Price;and(ii)an Account's monthly kWh usage.The Monthly RPS Price is the price of renewable portfolio standards compliance for the Account,for a particular month,fixed by reference to the renewable portfolio standards forward price curve for the state where the Account is located. "RUC Capacity Short Charge Costs"means charges and fees associated with the ERCOT RUC Capacity Short charge. If Customer enters into RTT(s)to fix Customer's energy price,the RUC Capacity Short Charge will be fixed for any RTT volumes that are associated with a Fixed Price or. Heat Rate RTT. "Utility"means the"local electricity distribution company"or"UDC". "Wholesale Indexed Product"means a retail electric product in which the price a customer pays for electricity includes a direct pass-through of real- time settlement point prices determined by the independent organization certified under the Texas Utilities Code Section 39.151 for the ERCOT power region. Section 2.1.Initial Term. With respect to each Account set forth in the Account Schedule below,electricity supply shall commence on or about the date set forth under"Start Date", and end on or about the date set forth under"End Date"in accordance with the terms of the Agreement. Service may be extended for a holdover term as described in the Master Agreement. Section 2.2.Seller and UDC Contact Information. Customer may contact Seller regarding its invoice or other matters concerning this TC at Seller's Customer Service Department by toll-free telephone at 844-636-3749, or email at CustomerCare@Constellation.com. CUSTOMER AGREES TO CONTACT ITS UDC IN THE EVENT OF A POWER OUTAGE OR OTHER ELECTRICITY RELATED EMERGENCY AT THE FOLLOWING TELEPHONE NUMBERS: UDC Name UDC Abbreviation Contact Numbers CenterPoint Energy CNP 1-800-332-7143 Public Utility Commission of Texas.Additional information, including information on consumer rights,may be obtained by contacting the Public Utility Commission of Texas("PUCT")at(888)782-8477. Section 2.3.CUSTOMER PROTECTIONS AND WAIVERS OF CONSUMER RIGHTS. CUSTOMER AGREES THAT THE PUCT's CUSTOMER PROTECTION RULES, 16 TEX.ADMIN.CODE,SUBCHAPTER R(§§25.471 ET SEQ)ARE WAIVED AND DO NOT APPLY TO THE AGREEMENT TO THE EXTENT ALLOWED BY LAW.THE AGREEMENT GOVERNS IN THE EVENT OF ANY CONFLICT BETWEEN IT AND THE PUCT'S CUSTOMER PROTECTION RULES. CUSTOMER CAN VIEW THESE RULES AT: http://www.puc.state.tx.us/ruleslsubrules/electriclindex.cfm.AFTER CONSULTING WITH AN ATTORNEY OF CUSTOMER'S OWN SELECTION, CUSTOMER VOLUNTARILY WAIVES CUSTOMER'S RIGHTS,IF ANY,UNDER THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT,§§17.41 ET SEQ., TEXAS BUSINESS&COMMERCE CODE("DTPA"),A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. Section 2.4. Miscellaneous. For Account(s)located in Texas: (i)Certain Warranties and Prompt Payment. Customer warrants and represents that for Account(s)located in the State of Texas,Customer's aggregate peak load during any 12 month period is greater than 50 kilowatts or that Customer's load is part of an aggregation program whose peak demand is in excess of 50 kilowatts during the same 12-month period, and that the electricity supplied under Customer Agreement is not for use at a residence. Chapter 2251 of Subtitle F of the Texas Government Code(the"Prompt Payment Act")applies to Seller's service to Texas governmental entities. If Customer is a Texas political subdivision,such as a county, municipality,public school district or special-purpose district or authority,then Customer acknowledges that the Prompt Payment Act allows a governmental entity to take advantage of an offer for an early payment discount and to negotiate a prompt payment discount with a vendor when possible. If this Agreement contains a Payment Date less than 45 days, then Customer and Seller agree that the price offered to Customer represents an early payment discount for shorter payment terms instead of the standard 45 day payment terms for a political subdivision. FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Transaction Confirmation Rev Jan-29-2016 (for HGACEnergy) (23a,999)RM Sales Rep:Gary Hudson G670152.67622.0 Printed:3/25/2026 Page 3 of 6 (ii)DISCONNECTION. Pursuant to PUCT regulations,all retail electric providers are allowed to disconnect customers for non-payment or if no service 9 contract is in effect. Notwithstanding anything in this Agreement to the contrary, Customer acknowledges that in addition to the rights set forth in Customer's Agreement,Seller shall be entitled to disconnect Customer's service for non-payment or no contract to the extent allowed by law. Customer holds Seller harmless for any interruptions or disruptions of service initiated by the UDC. Customer shall reimburse Seller for any costs incurred or passed through to Seller by the UDC for reinstatement of service. (iii)Termination of Holdover Term.Notwithstanding any other provisions to the contrary in this Agreement regarding the holdover term,upon termination of the holdover term by either Party, NewEnergy may,in accordance with Law,take steps to cease providing service to Customer. (iv)Governmental Entity Requirement. Chapter 2270 of Subtitle F, Title 10 of the Texas Government Code applies to Seller's contracts for goods or service to a Texas governmental entity. By signing and entering into this Agreement,Seller verifies that it does not boycott Israel and will not boycott Israel during the term of the TC. (v) Requirements service. To the extent that Customer operates health care or other facilities for which it maintains emergency generators, use of such generators in an outage or force majeure situation or for required testing purposes for limited periods is allowed. (vi) Public Information Act. It is recognized by the parties that Buyer is subject to the Public Information Act(Chapter 552,Texas Government Code), that this Agreement is subject thereto,including any applicable disclosure exemptions therein, and that Seller may be a contractor or vendor and this Agreement may be a contract subject thereto. The requirements of Subchapter J,Chapter 552,Government Code,may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. • [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.] • FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Transaction Confirmation Rev Jan-29-2016 (for HGACEnergy) (23a,999)RM Sales Rep:Gary Hudson G670152.67622.0 Printed:3/25/2026 Page 4 of 6 Each Party has caused this Transaction Confirmation to be executed by its authorized representative on the respective dates written below. Constellation NewEnergy,Inc. Customer: Baytown Area Water Authority Signature: Signature: Amanda Stewart Vice President—Retail Ops Printed Name: Brant Gary Printed Name: Title: Assistant City Manager/ Title: 3/25/2026 Assistant General Manager Date: March 25,2026 Address: 1001 Louisiana St.Constellation Suite 2300 Address: 2401 Market Street Houston,TX 77002 Baytown,TX 77520 Attn:Contracts Administration Fax: 888-829-8738 Fax: Phone: 844-636-3749 Phone: 281-420-6500 Email: brant.gary@baytown.org Customer Authorized Persons(Primary Contact): Name:Kenya Small Title: Purchasing Coordinator Email: Kenya.Small@baytown.org Alt.Email: Purchasing@baytown.org Phone: (281)420-6525 FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Transaction Confirmation Rev Jan-29-2016 (for HGACEnergy) (23a,999)RM Sales Rep:Gary Hudson G670152.67622.0 Printed:3/25/2026 Page 5 of 6 • ACCOUNT SCHEDULE: For: Baytown Area Water Authority The Pricing set forth below is only valid until 5:30 PM Central Prevailing Time on March 25,2026 Seller shall have no obligation to enroll or supply electricity to any account(s)that are not identified on the Account Schedule below. Please verify that your specific information is COMPLETE and ACCURATE. Your review and acceptance of this information will help ensure accurate future invoices Notes:Accounts and Service Addresses listed in the Account(s)Schedule may be updated or replaced with a new account number issued by the UDC,ISO or other entity. No.of Service Accounts:2 Energy Price Start End Non TOU UDC UDC Account Number Service Address Date Date ($/kWh) 7425 THOMPSON RD#1, CNP 1008901001901384500118 BAYTOWN,TX 77521 04/22/26 04/21/31 $0.06276 7444 FM 1405 RD,BAYTOWN,TX CNP 1008901011901602720119 77523-0000 04/30/26 04/29/31 $0.06276. TO ACCEPT THE PRICING ABOVE,PLEASE FAX A SIGNED COPY OF THIS AGREEMENT TO SELLER AT 888-829-8738. • Ameresco, Inc.("Broker")is acting on Customer's behalf as Customer's representative and is not a representative or agent of Constellation; • To compensate Broker for its efforts to facilitate our entering into this TC,Constellation is remitting a$/kWh fee on Customer's behalf to Broker on all electricity supply provided under this TC; • Constellation may also remit an additional fee to Broker on Customer's behalf for each additional Retail Trade Transactions("RTTs") entered into in connection with this TC;and • Customer's prices set forth in this TC and in any RTTs for which a fee is included are inclusive of the fee(s)being disbursed to Broker. • Customer should direct any questions regarding such fee(s)to Broker. FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC All rights reserved. Errors and omissions excepted. Std.Transaction Confirmation Rev Jan-29-2016 (for HGACEnergy) (23a,999)RM Sales Rep:Gary Hudson G670152.67622.0 Printed:3/25/2026 Page 6 of 6