2-2-2-16 AGREEMENT RELATING TO THE INTERNATIONAL TELECOMMUNICATIONS SATELLITE ORGANIZATION (INTELSAT)

Annex B: Functions of the Management Services Contractor and guidelines of the Management Services Contract

1)

Pursuant to Article XII of this Agreement, the management services contractor shall perform the following functions:

(a)

recommend to the Board of Governors research and development programmes directly related to the purposes of INTELSAT;

(b)

as authorized by the Board of Governors:

(i)

conduct studies and research and development, directly or under contract with other entities or persons,

(ii)

conduct system studies in the fields of engineering, economics and cost effectiveness,

(iii)

perform system simulation tests and evaluations, and

(iv)

study and forecast potential demands for new telecommunications satellite services;

(c)

advise the Board of Governors on the need to procure space segment facilities for the INTELSAT space segment;

(d)

as authorized by the Board of Governors, prepare and distribute requests for proposals, including specifications, for procurement of space segment facilities;

(e)

evaluate all proposals submitted in response to requests for proposals and make recommendations to the Board of Governors on such proposals;

(f)

pursuant to procurement regulations and in accordance with decisions of the Board of Governors:

(i)

negotiate, place, amend and administer all contracts on behalf of INTELSAT for space segments;

(ii)

make arrangements for launch services and necessary supporting activities, and co-operate in launches,

(iii)

arrange insurance coverage to protect the INTELSAT space segment as well as equipment designated for launch or launch services,

(iv)

provide or arrange for the provision of services for tracking, telemetry, command and control of the telecommunications satellites, including co-ordination of the efforts of Signatories and other owners of earth stations participating in the provision of these services, to perform satellite positioning, manoeuvres, and tests, and

(v)

provide or arrange for the provision of services for monitoring satellite performance characteristics, outages, and effectiveness, and the satellite power and frequencies used by the earth stations, including co-ordination of the efforts of Signatories and other owners of earth stations participating in the provision of these services;

(g)

recommend to the Board of Governors frequencies for use by the INTELSAT space segment and location plans for telecommunications satellites;

(h)

operate the INTELSAT Operations Centre and the Space-craft Technical Control Centre;

(i)

recommend to the Board of Governors standard earth station performance characteristics, both mandatory and non-mandatory;

(j)

evaluate applications for access to the INTELSAT space segment by non-standard earth stations;

(k)

allot units of INTELSAT space segment capacity, as determined by the Board of Governors;

(l)

prepare and co-ordinate system operations plans (including network configuration studies and contingency plans), procedures, guides, practices and standards, for adoption by the Board of Governors;

(m)

prepare, co-ordinate and distribute frequency plans for assignment to earth stations having access to the INTELSAT space segment;

(n)

prepare and distribute system status reports, to include actual and projected system utilization;

(o)

distribute information to Signatories and other users on new telecommunications services and methods;

(p)

for the purpose of paragraph (d) of Article XIV of this Agreement, analyze and report to the Board of Governors on the estimated technical and operational effect on INTELSAT of any proposed space segment facilities separate from the INTELSAT space segment facilities, including the effect on the frequency and location plans of INTELSAT;

(q)

provide the Secretary General with the information necessary for the performance of his responsibility to the Board of Governors pursuant to paragraph 24 of Annex A to this Agreement;

(r)

make recommendations relating to the acquisition, disclosure, distribution and protection of rights in inventions and technical information in accordance with Article 17 of the Operating Agreement;

(s)

pursuant to decisions of the Board of Governors, arrange to make available to Signatories and others the rights of INTELSAT in inventions and technical information in accordance with Article 17 of the Operating Agreement, and enter into licensing agreements on behalf of INTELSAT; and

(t)

take all operational, technical, financial, procurement, administrative and supporting actions necessary to carry out the above listed functions.

2)

The management services contracts shall include appropriate terms to implement the relevant provisions of Article XII of this Agreement and to provide for:

(a)

reimbursement by INTELSAT in US dollars of all direct and indirect costs documented and identified, properly incurred by the management services contractor under the contract;

(b)

payment to the management services contractor of a fixed fee at an annual rate in US dollars to be negotiated between the Board of Governors and the contractor;

(c)

periodic review by the Board of Governors in consultation with the management services contractor of the costs under subparagraph (a) of this paragraph;

(d)

compliance with procurement policies and procedures of INTELSAT, consistent with the relevant provisions of this Agreement and the Operating Agreement, in the solicitation and negotiation of contracts on behalf of INTELSAT;

(e)

provisions with respect to inventions and technical information which are consistent with Article 17 of the Operating Agreement;

(f)

technical personnel selected by the Board of Governors, with the concurrence of the management services contractor, from among persons nominated by Signatories, to participate in the assessment of designs and of specifications for equipment for the space segment;

(g)

disputes or disagreements between INTELSAT and the management services contractor which may arise under the management services contract to be settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce; and

(h)

the furnishing by the management services contractor to the Board of Governors of such information as may be required by any Governor to enable him to discharge his responsibilities as a Governor.