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HomeMy WebLinkAboutResolution No. 2026-6 RESOLUTION NO. 2026-6 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN AREA WATER AUTHORITY RATIFYING AND AUTHORIZING A MASTER ELECTRICITY SUPPLY AGREEMENT BETWEEN THE BAYTOWN AREA WATER AUTHORITY AND CONSTELLATION NEWENERGY, INC.; AUTHORIZING PAYMENT IN AN AMOUNT NOT TO EXCEED ONE HUNDRED SIX THOUSAND AND NO/100 DOLLARS ($106,000.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ****************************************************************************** BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN AREA WATER AUTHORITY: Section 1: That the Board of Directors of the Baytown Area Water Authority hereby ratifies and authorizes a Master Retail Electricity Supply Agreement with Constellation NewEnergy, Inc. The City Council of the City of Baytown approved the same on April 9, 2026. A copy of the agreement is attached as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the Board of Directors of the Baytown Area Water Authority hereby authorizes the payment of an amount not to exceed ONE HUNDRED SIX THOUSAND AND NO/100 DOLLARS ($106,000.00) to Constellation NewEnergy, Inc., consistent with the terms of the Agreement. Section 3: That the General Manager is hereby granted general authority to approve any change order involving a decrease or an increase in costs of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or less, provided that the original contract price may not be increased by more than twenty-five percent (25%) or decreased by more than twenty-five percent (25%) without the consent of the firm to such decrease. Section 4: This resolution shall take effect immediately from and after its passage by the Board of Directors of the Baytown Area Water Authority. INTRODUCED, READ and PASSED, by the affirmative vote of the Board of Directors of the Baytown Area Water Authority this the 15th day of April, 2026. BRENDA BRADLEY SMITH, President ATTEST: ANGELA JACKSON, Assistant Secretary APPROVED AS TO FORM: KRISTIN HOLMES, Assistant General Counsel R:\Ordinances and Resolutions\Resolution Drafts\BAWA\2026-4-15\Resolution Ratifying Electric Supply Agreement with Constellation NewEngergy.kh.doc • EXHIBIT "A" Agreement is Not Constel Valid Unless 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 ERCOT 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-GAC 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 AncillaryService Charges: I understand that myenergybill mayinclude a separate assessment of ancillaryservice charges, 4 4 p 9 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 ERGOT 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 ERCOT 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 by restoring 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:/Iwww.puc.state.tx.us/rules/subrules/electric/index.cfm.AFTER CONSULTING WITH AN ATTORNEY OF CUSTOMER'S OWN SELECTION, CUSTOMER VOLUNTARILYWAIVES 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 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 Ak4Signature: GV 4 Signature: { i� z — 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 $0.06276 TO ACCEPT THE PRICING ABOVE,PLEASE FAX A SIGNED COPY OF THIS AGREEMENT TO SELLER AT 888-829-8738. • Ameresco, Inc.("Broker")is acting on Customer's behalf as Customer's representative and is not a representative or agent of Constellation; • To compensate Broker for its efforts to facilitate our entering into this TC,Constellation is remitting a$IkWh 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 Ailfr C n te1C ti n ., MASTER RETAIL ELECTRICITY SUPPLY AGREEMENT--FOR HGACENERGY MEMBERS This Master Retail Electricity Supply Agreement("Master Agreement"or"Agreement") is entered as of 3/25/2026 ("Effective Date") by and between Baytown Area Water Authority("Customer"or"Buyer") and Constellation NewEnergy, Inc. ("Constellation"or"Seller"). Constellation and Customer are sometimes referred to individually as a"Party" and collectively as the "Parties." This Master Agreement sets forth the general terms and conditions governing transactions for the purchase and sale of electricity and related products and services to one or more of Customer's accounts (each an "Account") as agreed to from time to time (each a"Transaction"). Each Transaction shall be evidenced by a pricing schedule, rider or other form of transaction confirmation(each a"TC"or"Confirmation").This Master Agreement and each TC executed pursuant hereto shall constitute a single integrated agreement between the Parties (collectively referred to as the "Agreement"). Any conflict between the terms and conditions of this Master Agreement and any TC shall be resolved in favor of the TC.The Parties intend that they are legally bound by the terms of each TC from the moment each Party agrees to those terms,whether via(i)e-mail transmission solely by designated authorized persons listed below under the Parties'signature,or(ii)a duly executed,written TC. Nothing in this Master Agreement obligates either Party to enter into a TC at any time. 1. Constellation and Customer Obligations. Constellation shall sell and supply, and Customer shall purchase and receive, Customer's full requirements for electricity for each Account identified in a TC. Constellation,in its sole discretion,may select such sources of energy as it deems appropriate to meet its obligations under the Agreement.Furthermore,Constellation shall enroll each Account with the applicable UDC as being supplied by Constellation and shall take such other actions with the applicable UDC and ISO necessary for Constellation to meets its obligations under the Agreement. "UDC"or"Utility" means the local utility distribution company owning and/or controlling and maintaining the distribution system required for delivery of electricity to an Account. "ISO" means the independent system operator or regional transmission organization responsible for the service territory governing an Account,or any successor or replacement entity. 2. Term of Master Agreement. The term of this Master Agreement will commence on the Effective Date and,unless terminated earlier as provided in this Master Agreement,will continue until terminated by either Party upon 30 days prior written notice to the other;provided any TC will continue to be governed by this Master Agreement until the TC has been separately terminated or expired. Term of TC. The term of each TC(which may also be identified as a Delivery Period)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 this Master Agreement.The actual Start Date is dependent on the UDC successfully enrolling the Account(s)and furnishing Constellation with all necessary information regarding the Account(s) meter read cycle and meter read date(s). The dates set forth in the TC reflect UDC information available at that time or as otherwise estimated by Constellation. The actual meter read dates may occur on or about the dates set forth in the TC. Constellation will use commercially reasonable efforts to begin service to each Account(s)on the actual meter read date on or about the Start Date set forth in a TC. If Constellation is unable to timely enroll an Account,the Start Date will commence on the next regularly scheduled UDC meter read cycle date following successful enrollment. The End Date will remain the same unless extended for a holdover term. Constellation shall not be liable for any failure to enroll or drop an Account by the Start and End Date due to circumstances beyond its control. 3. Information and Authorization. Customer hereby authorizes Constellation to take such actions it deems necessary to enroll the Account(s)with the UDC as to be served by Constellation and to otherwise meet its obligations under the Agreement.Customer's signature on a TC or acceptance of terms via e-mail transmission constitutes its written authorization for Constellation to obtain from time to time from the UDC and ISO all current and historical energy billing,usage data and other related information. Customer shall take any actions,execute any documents and provide any information as Constellation reasonably requires. 4. Billing and Payment. Billing. After receiving Customer's usage for the Accounts,Customer will be billed for electricity usage and related products and services supplied under the Agreement as follows: Constellation Consolidated Billing: Customer will receive one invoice from Constellation that includes both the Electricity Charge and the Delivery Charges."Electricity Charge"means the product of(i)the fixed or variable price for electricity,and other related fixed and/or pass through charges for related products and services supplied, as set forth in the TC for each Account; and (ii) the billing units associated with such charges during the applicable period. FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC. All rights reserved.Errors and omissions excepted. Std.MRESA 2.0_Sept 2017(for HGACEnergy members) 19d,22b,23a,999(RM) CNE Sales Rep:Gary Hudson 670124.67622.0 Printed:3/25/2026 Page 1 of 7 Taxes. Customer shall pay all federal, state, municipal and local taxes, duties, fees, levies, premiums or other charges imposed by any governmental authority,directly or indirectly,on or with respect to the electricity and related products and services provided under the Agreement, including any taxes enacted after the Effective Date(collectively,"Taxes").Constellation will apply all appropriate Taxes unless and until Customer provides a valid certification of tax exempt status.To the extent allowed by Law each Party shall indemnify,defend and hold harmless the other Party from and against any Taxes for which the indemnifying Party is responsible. All Taxes invoiced to Customer under the Agreement will be included on the invoice or in the applicable fixed price as allowed by Law. Estimates.Constellation's ability to invoice Customer is dependent on the UDC's or ISO's ability to timely furnish Constellation with all necessary information, including Customer's metered usage. When there is a delay in receiving information from the UDC, ISO and/or other third parties, Constellation will,to the extent necessary,estimate charges and credits for a billing period and reconcile such estimates against actual charges and credits in a future invoice(s).Each invoice is also subject to adjustment for errors in arithmetic,computation, meter readings or other errors. Interest shall not accrue on such adjustments. For charges based on metered usage,if an Account is not equipped with meters that provide an hourly reading,Constellation will use either applicable load profiles provided by the UDC or,in their absence,an otherwise reasonable allocation method. Payment. Constellation's invoices will be sent to Customer in accordance with Constellation's normal billing cycle,as adjusted from time to time consistent with the_applicable UDC's meter read dates.The invoices will state any applicable Electricity Charge, Delivery Charges, Taxes and other amounts related to the purchase and delivery of electricity. Constellation's invoices are due and payable on the 20th day after the invoice date,or such other date as required by Law or as set forth in a TC("Payment Date")without offset or reduction of any kind to the address on the - invoice. If Customer disputes any invoice amount, Customer shall nonetheless pay the entire invoice amount when due. Upon resolution of a dispute,Constellation shall pay any agreed-to refund to Customer. Invoices not paid on or before the Payment Date will accrue interest daily on outstanding amounts from the Payment Date until paid in full,at the lesser of 1.50%per month or the highest rate permitted by Law.All invoices (including adjustments thereto) are conclusively presumed final and accurate unless such invoices are objected to by either Party in writing, including adequate explanation and/or documentation, within 24 months after the date such invoice was rendered, provided however, Constellation may rebill based on post-period audits or adjustments made by the ISO, UDC, or other governmental authority, commission or agency with jurisdiction in the state in which the Accounts are located. 5. Holdover. If following termination or expiration of a TC(whether in whole or in part),for any reason,some or all of the Accounts remain designated by the UDC as being supplied by Constellation,Constellation may continue to serve such Account(s)on a month-to-month holdover basis.During such holdover term; Constellation will calculate Customer's invoice as follows: (Each Account's metered usage, as adjusted by the applicable line loss factor(s))times(the applicable ISO-published Real Time or Day Ahead Locational Based Marginal Price("LMP")identified in each TC+ the$/kWh holdover fee set forth in each TC)+(a pass through of all costs and charges incurred by Constellation for the retail supply of electricity to Customer) +Taxes. This Master Agreement will continue to govern the service of such Account(s)during such holdover term. Either Party may terminate the holdover term at any time within its discretion at which time Constellation will drop each Account as of the next possible meter read date to the then-applicable tariff service,whether default service or otherwise. 6. Adequate Assurance. If Constellation has reasonable grounds: (i)to believe that Customer's creditworthiness has become unsatisfactory; or (ii) for insecurity with respect to Customer's performance under the Agreement, Constellation may demand, in writing, adequate assurance of future performance from Customer in a form, in an amount, from an issuer, and for a term, all as reasonably satisfactory to Constellation ("Adequate Assurance").To satisfy a demand, Customer shall provide Adequate Assurance to Constellation within 3 Business Days of the date of the written demand. "Business Day" means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday and shall open at 8:00 a.m.and close at 5:00 p.m.Eastern Prevailing Time. 7. Event of Default. An"Event of Default"means any one of the following: (a)Customer's failure to make,when due, any payment required under - the Agreement if not paid within 5 Business Days(or such longer period required by applicable Law)following written notice to Customer that a payment is past due; (b)any representation or warranty made by a Party in the Agreement is false or misleading in any material respect when made or ceases to remain true in all material respects during the term of the Agreement, if not cured within 5 Business Days after written notice from the other Party; (c) Customer fails to provide Adequate Assurance as provided in the Agreement; (d) the failure by a Party to perform any material obligation set forth in the Agreement (other than the events that are otherwise specifically covered as a separate Event of Default hereunder)where such failure is not cured within 5 Business Days after receipt of written notice thereof;(e)either Party terminates the Agreement and/or any TC(or service to certain Account(s) under a TC) before the End Date of an effective TC for any reason other than Force Majeure or for a termination resulting from an Event of Default committed by the other Party; or (f) a Party: (i) makes an assignment or any general arrangement for the benefit of creditors; (ii) has a liquidator,administrator, receiver,trustee,conservator or similar official appointed for it or any substantial portion of its property or assets (iii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law for the protection of creditors,or has such petition FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC. All rights reserved.Errors and omissions excepted. Std.MRESA 2.0_Sept 2017(for HGACEnergy members) 19d,22b,23a,999(RM) CNE Sales Rep:Gary Hudson 670124.67622.0 Printed:3/25/2026 Page 2 of 7 filed against it;(iv)otherwise becomes bankrupt or insolvent(however evidenced);(v)is unable to pay its debts as they fall due;or(vi)is dissolved (other than pursuant to a consolidation,amalgamation or merger). 8. Remedies Upon Event of Default. If an Event of Default occurs with respect to a Party (the "Defaulting Party"), the other Party(the "Non Defaulting Party") may in addition to all remedies available to it at Law or in equity, in its discretion, at any time, (A) (i):suspend any deliveries • • hereunder and/or(ii)terminate the Agreement in whole or solely with respect to those Accounts adversely affected by such Event of Default,upon written notice to the Defaulting Party setting forth the effective date of termination(the"Early-Termination Date")and/or(B)calculate a termination payment in good faith as described below.The Non-Defaulting Party will in good faith calculate a termination payment.The Defaulting Party shall pay such termination payment together with any other amounts due as of such date to the Non-Defaulting Party within 3 Business Days of receipt of notice of the amount of the termination payment. The Parties acknowledge and agree that any termination payment under the Agreement constitutes a reasonable approximation of harm or loss,and is not a penalty or punitive in any respect. If Customer's property associated with an•. • Account receiving electricity supply hereunder is closed,vacated;sold or otherwise disposed of by Customer,then either Party may terminate the TC with respect to such Account upon 30 days written notice to the other Party, in which event Customer shall make a termination payment to Constellation calculated in accordance with the next paragraph of this Section 8. If Customer is the Defaulting Party,the termination payment shall be equal to the sum of: (i)the positive difference, if any, between the Energy Price or Retail Service,Price set forth in the applicable TC and the Market Price, multiplied by the estimated undelivered volume of electricity which Customer would consume from the Early Termination Date through the original term of the TC,as reasonably calculated by Constellation; (ii)Constellation's Costs;and(iii)any unpaid amounts due from Customer to Constellation. If Constellation is the-Defaulting Party,the termination payment shall be equal to the sum of:(i)the positive difference, if any,between the Market Price and the Energy Price.or Retail Service Price set forth in the applicable TC, multiplied by the estimated undelivered volume of electricity which Customer would consume from the Early Termination Date through the original term of the TC,as reasonably calculated by Customer;(ii) Customer's Costs;minus(iii)any unpaid amounts due from Customer to Constellation. "Costs" means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar transaction costs and expenses reasonably incurred by such Party as a result of the Event of Default. The"Market Price"shall be the price of electricity and services as of the Early Termination Date under-terms substantially similar to those of the applicable terminated TC.The Non-Defaulting Party may determine the Market Price of a terminated transaction by reference to information either available to it internally or supplied by one or more third parties.The Non-Defaulting Party shall.not be required to enter into a replacement transaction in order to determine or be entitled to a termination payment. Except forany unpaid amounts due prior to the Early Termination Date, no termination payment shall be owed by the Non-Defaulting Party to the Defaulting Party. • 9. Change in Law. Constellation may pass through or allocate,as the case may be,to Customer any increase or decrease in Constellation's costs related to the electricity and related products and services sold to Customer that results from the implementation of new,or changes • (including changes to formula rate calculations)to existing,Laws,or other requirements or changes in administration or interpretation of Laws or other requirements."Law"in this Agreement means any law,rule,regulation,ordinance,statute,judicial decision,administrative order, ISO business practices or protocol,,UDC or ISO tariff,rule of any commission or agency with jurisdiction in the state in which the.Accounts are located. Such additional amounts will be included in subsequent invoices to Customer. 10. Representations and:Warranties. Each Party warrants and represents to the other(now and deemed repeated by each Party on each date on which a TC is executed and delivered)that:(i)it is duly organized,validly operating and in good standing under the Laws of the jurisdiction of its formation; (ii) it is authorized-and qualified to do business in the jurisdictions necessary to perform under the Agreement; (iii)execution;.delivery and performance of the Agreement are duly authorized and do not violate any governing documents or any of its contracts or any applicable Law; (iv)there is no material event(s)or agreement(s)which would impair that Party's right,authority or ability to execute the Agreement and otherwise perform under the Agreement;and(v) it has the knowledge and experience to evaluate the merits and risks associated with the Agreement. Furthermore,Customer warrants,represents and covenants that: (i)the data given and representations made concerning its Account(s)are true and correct;(ii)it is entering into the Agreement to purchase its energy requirements only and not for speculative or resale purposes;and that the energy purchased under the Agreement will be consumed at the facilities to which the Account(s) relate; and(iii) it is the party of record of the Account(s), or if it is not the party of record, it has the authority to enter into and bind the party of record to the Agreement. If Customer is a Governmental Entity, Customer represents and warrants that it has complied with all applicable bidding and procurement laws in awarding this Agreement and any TC hereunder,and covenants:(i)it will not claim immunity on the grounds of sovereignty or similar grounds from enforcement of the Agreement;and(ii)it will obtain all necessary budgetary approvals,appropriations and funding for all of its obligations under the Agreement, the failure of which shall not be an excuse for Governmental Entity's performance or failure to perform hereunder,except as otherwise provided under the Agreement, and upon request will provide proof of such authority. "Governmental Entity" means a municipality, county,governmental FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC. All rights reserved.Errors and omissions excepted. Std.MRESA 2.0_Sept 2017(for HGACEnergy members) 19d,22b,23a,999(RM) CNE Sales Rep:Gary Hudson 670124.67622.0 Printed:3/25/2026 Page 3 of 7 board or department,commission,agency, bureau, administrative body,joint action agency,court or other similar political subdivision (including a public school district or special purpose district or authority),or public entity or instrumentality of the United States or one or more states. 11. Force Majeure. Notwithstanding any other provision of the Agreement,if a Party is unable to carry out any obligation under the Agreement due to a Force Majeure(other than a payment obligation,which shall not be excused for Force Majeure),the Agreement will remain in effect but such obligation will be suspended for the duration of the Force Majeure, provided:(i)the claiming Party notifies the other Party as soon as possible in writing of the particulars of the Force Majeure; (ii) suspension of performance is of no greater scope and duration than required by the Force Majeure; and (iii)the claiming Party uses commercially reasonable efforts to remedy its inability to perform. If the Force Majeure continues for a period of 30 days or more, or where it is impossible or impracticable for the claiming Party to carry out any obligation under the Agreement due to the Force Majeure either Party may terminate the Agreement with respect to the Accounts adversely affected by the Force Majeure upon 15 days prior written notice."Force Majeure"means an event not within the reasonable control of the Party claiming Force Majeure and that by the exercise of due diligence,such Party is unable to prevent or overcome in a commercially reasonable manner. Force Majeure includes,but is not limited to, acts of God; fire; war; terrorism; flood; earthquake; civil disturbance; sabotage; facility failure; strike; curtailment, disruption or interruption of distribution,transmission,or supply;declaration of emergency by the UDC or ISO; regulatory,administrative,or legislative action, or action or restraint by court order or governmental authority;or any act or omission of a third party not under the control of either Party. Force Majeure shall not include loss or failure of either Party's markets or supplies. 12. Limitations. Notwithstanding any other provision of the Agreement to the contrary, neither Party nor their respective officers, directors, shareholders,associates,employees, agents, representatives, successors and assigns,shall be liable to the other Party for any consequential, exemplary,special,incidental,or punitive damages(including,without limitation, lost opportunities or lost profits)not contemplated by Section 8 above which are connected with or resulting from claims, losses, expenses (including reasonable attorneys' fees and court costs), damages, demands,judgments,causes of action or suits of any kind,arising out of,or in connection with,the performance or non-performance of a Party's obligations under the Agreement("Claims"). The entire liability of each Party for any and all Claims will be limited to direct actual damages only as calculated pursuant to Section 8 above, subject in all cases to an affirmative obligation of each Party to mitigate its damages. Customer acknowledges and agrees that title passes from Constellation to Customer at the ISO/UDC interconnect, the UDC and ISO are exclusively responsible for the energy transmission and delivery system,that Constellation has no independent control over their systems and will have no liability for any of their acts or omissions. 13. DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT NO WARRANTY, DUTY, OR REMEDY, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, IS GIVEN OR INTENDED TO ARISE OUT OF THE AGREEMENT EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN,AND CONSTELLATION SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. • 14. Waiver and Severability.Failure to provide notice of,or object to,any default under the Agreement will not operate or be construed as a waiver of any future default,whether like or different in character. If any portion of the Agreement,or application thereof to any person or circumstance, is held legally invalid,the remainder will not be affected and will be valid and enforced to the fullest extent permitted bylaw and equity,and there will be deemed substituted for the invalid provisions such provisions as will most nearly carry out the mutual intent of the Parties as expressed in the Agreement to the fullest extent permitted by applicable Law; provided, however, that this severability provision will not be applicable if any provision of Sections 7 and 8 of this Master Agreement(or any definition or provision in the Agreement to the extent it relates to, or is used in connection with,such sections)is held invalid or unenforceable. 15. Assignment. Customer may assign all its rights and obligations under the Agreement; provided(A)it gives Constellation 45 days prior written notice of its intent to do so; (B) the assignee satisfies in full Constellation's credit requirements; (C) the assignee assumes in writing all of Customer's obligations under the Agreement;and(D)Customer continues to be liable for performance,including payment for goods and services received, prior to the assignment date. Constellation may assign, sell, pledge, transfer, or encumber any of its rights and obligations under the Agreement or the accounts,revenues,or proceeds hereof to any:(A)bank,insurer,or other financial institution;(B)person or entity(i)succeeding to all or substantially all of Constellation's assets or business or the division or region of Constellation to which the Agreement relates or(ii) into which Constellation is merged or otherwise combined or reorganized; provided (with respect to this clause(B))the succeeding entity agrees to be bound to the Agreement;or(C)affiliate. 16. Confidentiality. Each Party agrees to keep all terms of the Agreement and related communications(including pricing)confidential to the extent not otherwise publicly available and not to disclose them to any third parties without the prior written consent of the other Party,except as otherwise required by Law. Each Party may disclose such information to its affiliates and to its affiliates' employees, agents, advisors, and on a need to know basis to its independent contractors,provided each such recipient agrees to hold such information in confidence.Constellation may disclose information regarding Customer to third parties that are representing Customer in the purchase of energy or related services. Furthermore, Constellation may make such other disclosures to third parties, including aggregate consumption data, provided they cannot be reasonably expected to specifically identify Customer.If disclosure of confidential information is sought through a court,or a state or federal regulatory agency FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC. All rights reserved.Errors and omissions excepted. Std.MRESA 2.0_Sept 2017(for HGACEnergy members) 19d,22b,23a,999(RM) CNE Sales Rep:Gary Hudson 670124.67622.0 Printed:3/25/2026 Page 4 of 7 or other legal compulsion, the Party receiving such request will notify the other Party immediately to afford it the opportunity to oppose such disclosure via a protective order or other relief as may be available and will provide reasonable support. 17. Choice of Law, Venue,Attorney Fees and Expenses. The Agreement will be governed and interpreted in accordance with the laws of the State of Texas if the matter at issue involves Accounts or matters in more than one state),without giving effect to conflict of law principles.Any controversy or claim arising from or relating to the Agreement will be settled in accordance with the express terms of the Agreement by a court located in the governing jurisdiction(and each Party hereto waives any right to object to venue in this regard).TO THE EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OR TO INITIATE OR BECOME A PARTY TO ANY CLASS ACTION CLAIMS IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT.If either Party pursues court action to enforce its rights under the Agreement,the non-prevailing Party shall promptly reimburse the prevailing Party for all its reasonable attorney fees,expenses and costs. 18. Notices.To be effective,all notices must be in writing delivered by hand,by certified mail return receipt requested,or by first class mail,or express carrier to the addresses provided in the TC. Notice by hand delivery shall be effective on the delivery date.All other notices shall be effective on the delivery date or the date delivery is attempted.A Party may change its address by providing notice of such change in accordance herewith. An authorized person may also name other authorized persons via email. 19. Miscellaneous.The Agreement embodies the Parties'entire agreement and understanding,supersedes all prior agreements and understandings (whether written or oral).regarding the subject matter of the Agreement, and may not be contradicted by any prior or contemporaneous oral or written agreement. A facsimile or e-mailed copy of either Party's signature will be considered an original for all purposes under the Agreement, and each Party will provide its original signature upon request.Each Party authorizes the other Party to affix an ink or digital stamp of its signature to this Master Agreement and any TC, and agrees to be bound by a document executed in such a manner. No amendment or edits to the Agreement,including the TC(s)or any purchase orders,will be valid or given any effect unless signed by both Parties.The applicable provisions of the Agreement will continue in effect after termination or expiration hereof to the extent necessary,including but not limited to providing for final billing, billing adjustments and payments, limitations of liability, the forum and manner of dispute resolution. The section headings used in this Master Agreement are for reference purposes only and will in no way affect the meaning of the provisions of this Master Agreement.The Parties acknowledge that any document generated by the Parties with respect to the Agreement, including the Agreement, may be imaged and stored electronically and such imaged documents may be introduced as evidence in any proceeding as if such were original business records and neither Party shall contest their admissibility as evidence in any proceeding.The rights,powers,remedies and privileges provided in the Agreement are cumulative and not exclusive of any rights,powers,remedies and privileges provided by Law. Constellation shall have the right to set-off and net against any amounts owed to it under the Agreement, including without limitation any termination payment,any amounts owed by Constellation to Customer under the Agreement or any other agreement between the Parties,including without limitation any Adequate Assurance.Except for Section 12 above,no third party will have any rights under the Agreement whatsoever and Customer will be fully responsible for any compensation owing any third party representing Customer in connection with the Agreement and will to the extent allowed by Law,indemnify,defend and hold Constellation harmless from all related Claims. Customer further authorizes Constellation to utilize Customer's name for publicity and marketing. purposes. 20. Affirmation; Acknowledgements. Customer affirms that it has read the Agreement in its entirety and agrees to the terms and conditions contained herein. Any ambiguity or question of intent or interpretation under the Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of the Agreement.The Parties acknowledge and agree that:(i)Constellation is an independent contractor under the Agreement and except as otherwise explicitly_provided in the Agreement, neither Party has the authority to execute documents that purport to bind the other, and nothing in the Agreement will be construed to constitute a joint venture,fiduciary relationship,partnership or other joint undertaking;(ii)the Agreement and TCs entered into hereunder will constitute"forward contracts"under the U.S.Bankruptcy Code,as amended,the rights of the Parties under Section 8 above will constitute contractual rights to liquidate them, and the Parties are entities entitled to the rights and protections afforded to "forward contracts"by the U.S.Bankruptcy Code; (iii)Constellation is not Customer's consultant or advisor for any purpose including advice regarding the value or advisability of trading in "commodity interests" as defined in the Commodity Exchange Act, 7 U.S.C. §§ 1-25, et seq., as amended ("CEA"), including futures contracts and commodity options or any other activity which would cause Constellation or any of its affiliates to be considered a commodity trading advisor under the CEA;and(iv) Customer is making its own decisions based solely upon its own analysis and the advice of its own advisors,if any. 21. Appropriations.Notwithstanding any provision in this Agreement to the contrary,it is understood and agreed that Customer's payment obligations for services under this Agreement for each fiscal year during the term are contingent upon approval by the governing body of the Customer of an operating budget for each such fiscal year that identifies and approves sufficient funds for payment of obligations under this Agreement arising during said fiscal year. Customer agrees that it will use its best efforts to obtain approval for the budgeting and appropriation of sufficient funding to pay its obligations under this Agreement for each fiscal year of the term set forth on any TC(s). If at the end of any fiscal year,sufficient funds FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC. All rights reserved.Errors and omissions excepted. Std.MRESA 2.0_Sept 2017(for HGACEnergy members) 19d,22b,23a,999(RM) CNE Sales Rep:Gary Hudson 670124.67622.0 Printed:3/25/2026 Page 5 of 7 have not been identified, budgeted and appropriated for payment of the obligations by Customer coming due for the next fiscal year, Customer shall provide written notice of such lack of appropriations to Seller within (15) fifteen days. In such event, either Party shall have the right to terminate the Agreement at the end of the then current fiscal year by giving the other Party not less than thirty(30)days prior written notice of termination. Customer agrees to use its best efforts each and every year during the term set forth on any TC(s), to identify, and to have its governing body budget and appropriate,sufficient funds to pay Customer's obligations under this Agreement.Termination by Customer or Seller in accordance with this provision shall not constitute a default under this Agreement or otherwise cause a Party to pay an early termination payment in accordance with Section 8. However,such termination shall not relieve Customer of liability for the payment of obligations that arose during any fiscal year for which funding was appropriated,and which are unpaid at the time of termination. Customer represents and warrants to Seller that it has reviewed its financial position and that it reasonably believes that its obligations under this Agreement for Customer's current fiscal year are payable out of current revenues or funds on hand at the date of its execution of this Agreement,and that sufficient funds have been budgeted and appropriated by formal action of Customer's governing body to pay such obligations. *Signature page to follow* FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC. All rights reserved.Errors and omissions excepted. Std.MRESA 2.0_Sept 2017(for HGACEnergy members) 19d,22b,23a,999(RM) CNE Sales Rep:Gary Hudson 670124.67622.0 Printed:3/25/2026 Page 6 of 7 IN WITNESS WHERE OF,the Parties have executed this Master Agreement through their duly authorized representatives as of the Effective Date. CONSTELLATION NEWENERGY, INC. CUSTOMER: Baytown Area Water Authority Signature: GLA�J1AlAR Signature: � � 7 9 9 Amanda Stewart • Vice President-Retail Ops Printed Name: Brant Gary Printed Name: 3/25/2026 Title: Assistant City Manager/ Title: Assistant General Manager Date: Date: March 25,2026 Address: 2401 Market Street Baytown,TX 77520 Fax: 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 Constellation Authorized Persons: Commodities Management Group: 1-800-243-2113; cmg@constellation.com Transaction Group:#emailtransactions@constellation.com Notices for Constellation entities: Address: 1001 Louisiana St.,Constellation Suite 2300 • Houston,Texas 77002 Phone: (844)6-ENERGY Facsimile: FOR INTERNAL USE ONLY ©2026 Constellation Energy Resources,LLC. All rights reserved.Errors and omissions excepted. Std.MRESA 2.0_Sept 2017(for HGACEnergy members) 19d,22b,23a,999(RM) CNE Sales Rep:Gary Hudson 670124.67622.0 Printed:3/25/2026 Page 7 of 7