connection with a particular Project, Project Agreement, or Member Service and shall be
allocated to, and recovered from, each Member on a pro rata basis in accordance with the
following formula: Member CPA’s Annual Retail Electricity Load divided by all Member
CPAs’ Annual Retai! Electricity Load; and
(© Direct Project Costs: costs incurred for a particular Project for designated Member(s) or costs
incurred pursuant to a Project Contract shall be recovered directly from the Member(s) that
participate in a particular Project or pursuant to the Project Contract that governs Member cost
responsibility for the Project.
SECTION 4. General and Administrative Costs. General and Administrative Costs include
those that have been incurred for the general operation and administration of the Corporation, and
other expenses of a general character, including but not limited to costs relating to: administrative
offices that serve the Corporation; Corporation-wide financial management, business services,
budget and planning, and personne! management; operations of the Corporation’s central
management information systems; general management of the Corporation, such as strategic
direction and member affairs, Board functions, accounting, procurement, and legal services;
operation and maintenance expense; depreciation and use allowances; and interest costs.
General and Administrative Costs do not include costs that relate solely to, or are incurred by, the
Corporation for CPA Member Services or as a result of any specific Project or Project Contract.
The intent of the Members is to ensure that all costs incurred by the Corporation that are directly
related to CPA Member Services will only be paid by the Members receiving such services or for
any specific Project will be paid only by the Project Participants of that specific Project. As such,
when an activity or cost generally included within the Genera! and Administrative Cost category
benefits CPA Member Services, a specific Project or Project Contract, or is performed or budgeted
for a specific Project or Project Contract, an appropriate adjustment shall be made to assure that
the proper portion of the cost of such activity is categorized and allocated as CPA Member Services
costs to a Member receiving such service, or as a Direct Project Cost to the Project Participants,
subject to cost allocation under the applicable Project Contract. The Members intend that all costs
of the Corporation that are not directly assigned for recovery to CPA Member Services, a specific
Project or Project Contract will be recovered as General and Administrative Costs.
SECTION 5. Member Advances, Contributions and Repayment. Upon the request or
approval of the Board, any Member may make payments, advances, or contributions to the
Corporation for any and all purposes set forth herein, and may contribute personnel, equipment or
property, in lieu of other contributions or advances, to assist in the accomplishment of one or more
of such purposes. All such payments, advances or contributions, whether in cash or in kind, shall
be made to, and may be disbursed or used by, the Corporation. Except as otherwise specified in
contracts with Members by the Board, the approved advances will be treated as indebtedness of
the Corporation and shall be payable and repaid as such.
SECTION 6. Refunds. No Member that withdraws or is terminated shall be entitled to a refund
of any payments made in connection with General and Administrative Costs.
SECTION 7. Funding of Initial Costs. Any Members that have funded activities necessary to
implement the Corporation may request that the Board consider reimbursing said Members for
said costs over a reasonable time period and shall provide such documentation of costs paid as the
Board may request.
