Cornell Caltech Atacama Telescope by yaosaigeng


									                            Cornell Caltech Atacama Telescope
                                 Interim Board Meeting
                                     25 January 2008

Board Members Present:
Anneila Sargent, Chair
Webster Cash
Michel Fich
Riccardo Giovanelli
Ian Robson
Gordon Stacey
Thomas Tombrello
Joseph Veverka

Frank Bertoldi
Terry Herter
Simon Radford
Tom Sebring
Tom Soiffer
Jonas Zmuidzinas
Karla Consroe

1. Board Review of Agenda & Objectives
      A. Chair Position
         Sargent presented a verbal resignation as Chair to the Board. She cited an extremely
         heavy schedule of other Board meetings and course work as the reason for her
         resignation. Her intention was to continue as a Board member.

          Options presented for her retention as Chair included extra support – in the form of a
          deputy chair or assistant, and temporarily relinquishing the position were discussed.

          It was agreed that this issue would be tabled until later and discussed in executive
          session and that Sargent would continue as Chair for this meeting.

       B. Interim Funding
          Sargent stated that this would be more appropriately discussed in Executive Session.

          Tombrello supported this point but Bertoldi stated Sebring should be privy to these
          discussions due to the impact of timing and funding on the project.

          It was decided that this agenda item would be discussed in executive session but that
          Sebring would be briefed.
       C. Discussion on AUI White Paper
          Sargent suggested this topic should be introduced before the Status and Achievement
          section but the full discussion should take place in executive session.

           The Board agreed to this plan.

       D. JPL Representation
          Tombrello asked the members to discuss whether JPL should have more
          representation on the Board.

           Sargent asked if this would involve Caltech giving up a position.

           Tombrello stated that further discussion would be needed and that it should occur in
           executive session.

           The Board was in agreement.

       E. Absence of Joseph Burns from Board
          Veverka announced Gordon Stacey would replace Burns on the Board.

           The Board accepted the temporary replacement of Burns with Stacey.

       F. Status and Achievements of Partners
          Sargent suggested these reports should also take place in executive session but
          Bertoldi should give his presentation to the entire audience.

           The Board was in agreement.

       G. Term Sheet for Consortium Agreement
          Sargent and Tombrello suggested that reviewing of the term sheet should take a
          shorter amount of time and could occur prior to the closed, executive session.

           The Board agreed.

At this time the Board met in Executive Session.

2. Director’s Report - Giovanelli
      A. Changes in CONICYT's management
          In the last year or so, significant changes have taken place at Conicyt. In the past we
          dealt with the head of the Astronomy Program, most recently Luis Campusano, and
          the Conicyt Executive Director. With the Bachelet administration, a new president
          was appointed, Vivian Heyl Chiappini, while the position of Executive Director
          remains unfilled. As of two months ago, Monica Rubio is the new head of the
          Astronomy program, while Luis Campusano has returned to his position as professor
          at Universidad de Chile. Monica Rubio is also a professor at that institution. We had
          an extremely good relation with Campusano and I was sorry to see him leave.

   However, I am pleased to report that the first interactions with Professor Rubio have
   been just as positive and she seems to be quite the executive type.

   At this stage, interactions with Conicyt deal with such issues as
   1. periodic information to be passed on status of the project;
   2. establishing our claim to the chosen site;
   3. obtaining permissions for deployment of test equipment;
   4. regulating access to the site;
   5. coordinating interactions with Bureau of Indian Affairs and relations with local
       native communities;
   6. discussing land concessions, mining rights, land use fees; etc.

   The land on which ALMA and the other observatories will be built is state-owned,
   managed by "Bienes Nacionales". ALMA has a direct concession but I was informed
   by Campusano last year that it was CONICYT's intention to act as concessionary on
   all the other telescope sites in the National Science Preserve. We and the
   observatories other than ALMA would then be tenants, Conicyt the landlord. Last
   Summer Campusano discussed with me that a fee would be charged, of order of 0.1%
   of capital cost of the facility, per year; issue and dollar amount to be negotiated.

   The Tokyo Astronomical Observatory (TAO) has plans to build a 6.5m MIR
   telescope and place it atop Cerro Chajnantor. TAO has built a road to the summit (a
   very rough and dangerous one), which passes through our site. We as well as other
   projects have built roads to the various sites; those roads have remained open to
   anybody who had a use for them. The TAO folks have been however very difficult.
   They placed a gate at the base of the road, conspicuous signs declaring the mountain
   part of the TAO, and a lock we have not been able to get a key to. Each time Simon
   Radford or someone in our group needs to go up, we have to contact Conicyt, who
   contacts TAO, who contacts someone in San Pedro to produce a key. Conicyt and the
   director of Cerro Calan, Prof. Leo Bronfman, have been very good in playing tag on
   our behalf, but that has not resulted in changing the access protocol. Campusano
   asked me to be patient, as he would call for a 3-way meeting at Conicyt to resolve the
   issue. He insisted that Conicyt, as landlord and guarantor of the safety of the sites,
   should be party to any site-access agreement. That meeting, however, did not take
   place during Campusano's tenure at Conicyt. A meeting of Science Projects organized
   by ALMA, last Spring, was inconsequential given the fact that the TAO project
   director, Prof. Yoshii, did not participate. Our direct email inquiries to Prof. Yoshii
   were never answered.

   In the meantime, we contributed to the purchase of mining rights to Cerro Chajnantor,
   jointly with ALMA, thus establishing our legal base for claim to the site. TAO did not
   pay its share.

B. Progress on relations with Tokyo Astrophysical Observatory
   Last December 18 I met with Monica Rubio and Alicia Norambuena of Conicyt, in
   their Santiago office. Alicia is a Conicyt engineer who has institutional memory of

   affairs, having remained holding the fort through the personnel transition. We
   discussed the various issues mentioned before. Monica Rubio confirmed that Conicyt
   intends to be concessionary to the land on all sites other than ALMA in the Preserve.
   She also stressed that CCAT's claim to the Chajnantor site is beyond discussion and
   appeared determined to ironing out problems with TAO.

   She mentioned that Yoshii was expected to be in Chile in early January: would I be
   willing to travel again to Chile then for a 3-way meet at Conicyt on Jan 7 or 8? I
   agreed. She initially met the standard TAO silence to her messages, but on Jan 3 she
   extracted assent from Yoshii, to meet with her and me at Conicyt, on Jan 7.

   We had an extremely good meeting. My interaction with Yoshii was extremely
   cordial. Monica Rubio was quite effective in stating that both projects would occupy
   the mountain, that the mountain's concession would belong to Conicyt, that signs
   indicating otherwise would be removed, that a new lock would replace the TAO one
   and keys to which would be held by the 3 parties. She also indicated that the road is
   dangerous in its current state, and Conicyt would appoint an engineer to inspect it and
   make recommendations for improvements. Upon TAO's request, it was decided that
   before any major campaign that would require repeated access to the road, each
   project would contract a grader to improve road conditions from previous
   deterioration. I agreed. All in all, good progress. Now we'll see how the
   implementation works out.

   Prof. Rubio also urged the projects to consider having some future scientific and
   technical meetings - such as the one CCAT plans for May in Boulder - scheduled in
   Chile, so that Chilean astronomers and technologists could attend. I suggest that the
   Board consider having a meeting in Chile, perhaps a year from now, jointly with a
   science/instrumentation workshop.

C. Agreement with Chile
   In order to operate effectively in Chile, we would need to establish an agreement with
   a Chilean academic institution. That agreement would have to be recognized by the
   Chilean government, through its Ministry of Foreign Affairs. In practice, the process
   would lead to concession of 10\% of telescope time to researchers at Chilean
   institutions and result in a number of financial and legal privileges to our project.
   Among them, exemption from import duties and other taxes, benefits to staff, special
   status vis-a-vis laboral and other legislation. Process, responsibilities and benefits are
   regulated by law nr. 15172. As things have stood for several decades, the Chilean
   institution with which an academic agreement is to be made is the Universidad de
   Chile. I've discussed the matter with the Director of Cerro Calan Observatory, and
   such an agreement would be welcome.

   The process to achieve the full set of privileges of law 15172 is estimated to require
   about one year. Thus, if we aim to initiate groundbreaking activities in early 2009, the
   process should be underway ASAP. At the Waterloo Board meet I was charged with
   initiating that process. However, I was also charged with the task of exploring the

   possibility of AUI participation in operating CCAT in Chile. It turns out that the
   simplest model for such participation would involve coverage under the 15172 law
   without the need of pushing a separate agreement: we could come under the already
   existing agreement between AUI and Chile. Thus, a decision on starting the legal
   work for such agreement is dependent on the resolution of the AUI issue. If we
   establish an agreement with AUI, we won't need to have a separate agreement with
   Chile. If, on the other hand, we will not act jointly with AUI, initiating a separate
   agreement with Chile will be needed. Thus, a decision on whether we act with AUI is
   of the highest urgency.

D. Contacts with AUI (Associated Universities, Inc.)
   Last Fall, I met with Ethan Schreier, the director of AUI, to discuss the possibility of
   some involvement of AUI in the operation of CCAT in Chile. As you know, AUI will
   be the sole institution charged with managing ALMA operations in Chile. All local
   employees of ALMA will be AUI employees. AUI has law 15172 status and an office
   in Santiago, led by Eduardo Hardy.

   The main interest for us in an AUI involvement is in minimizing legal exposure of
   our institutions in a foreign country, taking advantage of the AUI office and
   experience in Santiago, the experience of that office in liaising with government
   offices, logistic support, contacts with local contractors, human resources, etc.
   Reproducing all those resources for CCAT would be difficult and likely to result in
   sub-critical mass on most tasks. I know that at least my university administration
   would be happy not having to worry about, for example, labor law in a remote South
   American country.

   Ethan said yes, AUI might be interested, and he would check with his Board. His
   Board agreed to investigate further the issue. So on December 7 we met again, with
   Tom Soifer and Web Cash on the phone, and Pat Donohoe and Eduardo Hardy with
   Ethan of AUI. As a main action item, AUI produced a 4-page document with an
   overview of what AUI participation in CCAT may look like. That document has been
   distributed to members of the Board and should be discussed today.

   In summary, this is what it says.

   - AUI can provide many important services to CCAT and sees in that a function
   which is consistent with its charge, that of facilitating the development of science in
   academic institutions. AUI is particularly interested in the scientific complementarity
   of CCAT and ALMA.

   - AUI would submit a request to the Chilean government for a modification of the
   existing agreement with U. de Chile, to extend the benefits of the law to CCAT. This
   change is thought to be approvable in a matter of few months. Discrete inquiries with
   Chileans indicate this would be welcome and desirable.

   - If AUI becomes involved in CCAT, however, it must be as a full partner with
   representation in its Board, not as a subcontractor. It would be a member of the legal
   entity of the CCAT consortium.

   - AUI sees a possible role if a fraction of the US CCAT time were to serve the
   national community, as a guarantor to the larger community.

   - A list of specific AUI responsibilities to CCAT in Chile is outlined.

   - The cost to CCAT would be that of the CCAT manpower in Chile, fractional rent of
   AUI offices, the cost of land fee to Conicyt and Region II, travel of CCAT/AUI
   personnel and a modest fraction of AUI corporate costs.

   All parameters of this possible agreement are negotiable of course.

   AUI Board meets again in late February. It would be desirable that we let them know
   whether we wish to negotiate further. A timely decision is doubly important because
   if we do not follow this route, we have to engage asap into obtaining our own
   agreement with Chile.

E. Possible Expansion of Consortium
   The CCAT project has achieved high visibility in the community. At the AAS
   meeting in Austin 2 weeks ago, Dick McCray, chair of the "Future of Radio
   Astronomy" Committee which is preparing the case for R.A. for the Decadal survey,
   had extremely nice things to say about CCAT, indicating that the project will figure
   prominently in the community's horizon for the next decade.

   Since the Board last met, other institutions have expressed their intention to seek
   participation in CCAT. In November, German colleagues sent a draft of a letter of
   intent to seek funds to participate in CCAT at the 10% level. They represent
   universities of Bonn, Bochum and Cologne. Frank Bertoldi is here today to inform us
   on progress.

   At the AAS 2 weeks ago, the new chair of the Astronomy Dept. at Texas asked for
   material to support a request to the U administration for resources to join CCAT. A
   similar effort is underway at the U of Wyoming. These are very preliminary efforts.
   Please treat them with discretion to avoid embarrassing our proactive colleagues.

F. Financial Concerns
   Since Waterloo meeting, we have been running on very meager resources. This has
   impeded much technical development and slowed down progress of the project. Tom
   Sebring will make a more impassioned plea, but I want to make clear to everyone that
   - as the project has achieved high visibility in the community - it could get badly hurt
   if momentum is lost for a protracted length of time, not to mention the currently
   limited autonomy in terms of salaries to key people like Tom and Simon. I'd like to

   urge all the members of the Board to proactively seek resources at their respective
   institutions, and to do so on a short timescale

G. Questions from the Board
      a. Sargent asked if the fee charged by Conicyt would be instead of observing
          time. Giovanelli replied that the fee would be in addition to observing time.
      b. Robson summarized the Japanese have not moved forward in their
          negotiations until very recently. Conicyt has stated that the mountain is not the
          property of the Japanese and CCAT’s claim is unchallengeable. He asked
          when the lock on the road gate would be replaced. Giovanelli stated it should
          be soon; possibly within the next two weeks and a new sign “Conicyt
          Observatories” will be in place, provided that Prof. Rubio’s statements are
      c. Sargent asked if CCAT would pay AUI for its services. Giovanelli responded
          that CCAT must pay a portion of the expenses incurred by AUI in its support
          of CCAT.

           Sargent replied that this is not a function of AUI. If this is the case then NSF
           should be contracting with AUI to operate CCAT on behalf of the American
           community. This would possibly save money and resolve issues such as AUI
           representation on the Board.

           Giovanelli stated he does expect the entire operational budget of CCAT in
           Chile to be managed by AUI. A fraction of the budget may be provided by
           NSF, which may or may not eventually be channeled through AUI. We are
           asking AUI to be the employer of all the CCAT employees in Chile. All the
           Chile employees would be paid through AUI. The money that AUI would
           handle would not be just NSF money.

           Sargent replied that the US part of operations does come through NSF, it is
           possible that as a result of that NSF will insist on not just AUI having
           representation on the Board but in having their own representation as well.

           Tombrello stated that is apparent that there are two different roles that AUI
           can play and this should be an action item for the executive session.

           The Board agreed to discus this in executive session.

           Sebring stated as he would not be in the executive session he would like to
           comment on the SOAR Telescope contract with AURA to provide support
           services for them in Chile. It is a separate branch of CTIO that was established
           just to provide services such as hiring employees, obtaining federal insurance,
           union negotiations, receive shipments. They are the owners of record for the
           SOAR Telescope and this allows them to fit SOAR under their umbrella in
           Chile. By doing that they relieve the SOAR project of administration
           overhead that is not core to the building of the telescope.

                 Sargent asked how much does NSF contribute to the SOAR Telescope?

                 Sebring responded that NSF pays a substantial percentage of operating funds
                 through NRAO.

                 Sargent stated this is a major concern as CCAT is a university consortium and
                 she does not want NRAO involved, particularly with time allocation.

              d. Giovanelli stated CCAT is viewed favorably in the community and requests to
                 join by other universities (Univ. of Texas, Univ. of Wyoming) may be
                 received. Should CCAT have an “open door” policy?

                 Cash responded that an open door policy should be in effect to attract
                 additional resources. The Board agreed with this sentiment.

The Board resumed full session

3. Project Manager’s Report – Sebring
      A. Status Overview
             a. Project Currently at Some Risk
                      i. Interim Funding is Drying Up
                     ii. Time/Rate of Accomplishment is Going Down as a Consequence
                    iii. No Measurable Progress Toward Full Funding at Most Partners
                    iv. S. Radford Down to 10% Time on CCAT
             b. On the Other Hand
                      i. Colorado’s Prospects Seem Quite Good ($5M)
                     ii. Personnel and Tasks Identified for Colorado and ATC
                    iii. JPL & D. Woody Continuing Work on Segment Sensing and Control
                    iv. Continued Interest from Additional Prospective Partners
             c. What’s Needed
                      i. Increased Efforts to Secure Interim Funding to Keep CCAT Robust as
                         Partnership is Completed
                     ii. Additional Board Involvement in Development of Consortium
                         Agreement and Ways and Means Efforts
      B. Progress: Composite Mirror Panels
             a. Ongoing Meetings with Contractors
                      i. Composite Optics (ATK)
                     ii. Vanguard Composites
                    iii. San Diego Composites
                    iv. Surface Optics
             b. Discussions on Technologies, Roadmaps, Risk Areas
             c. COI Has Purchased a CMM Perhaps Suitable for CCAT Panels
                      i. Discussion of Possibly Making Test Panels Using Existing Spherical
                         1.5 meter Diameter Mold
                     ii. Logical Development Wants Design and FEM Analysis First

      d. Discussion with ITT on Precision Molded Borosilicate
                i. Process Development Continues
               ii. 0.6 meter Demonstration to Optical Tolerances Funded and Underway
              iii. Possible Spin Off to Reduce Mfg. Costs
              iv. Interest by NYS in Investing in CCAT Would be Aided by NYS Mfg.
C. Visit with U. Colorado, Boulder
      a. Meeting with Chancellor and Vice Chancellor Promising
                i. UC Representatives to Provide Details
      b. Additional Meetings with UC Researchers
                i. Identified Potential for Design Work on PM Segment Flexure Mounts
               ii. Ann Shipley, BS & MS Opto-Mechanical Engineer
              iii. Substantial Flight Optical System Experience
D. Meeting with ALMA in Charlottesville
      a. Met with Adrian Russell, Tony Beasley, Phil Puxley (NSF)
      b. Discussed Various Issues
                i. Recent Experience and Cost/Logistic Issues with ALMA
               ii. Status of Power for ALMA
                       1. Attempting to Obtain Bids for Power Transmission Line
                       2. Also Planning to Design and Implement Diesel Farm as
                       3. No Current Expectation of Surplus Power for CCAT
              iii. Relations with CONICYT et al
              iv. Potential for Use of Contractor Camp and Operations Personnel
                       1. ALMA Planning on Building Base Camp at Lower Altitude
                               a. Personnel Don’t Like Sleeping in Trailers
                               b. Altitude an Issue for Some
                               c. Other Logistics Perhaps Dealt with Better Closer to San
      c. In General, Relations with ALMA Remain Strong and Collaboration is the
          Expectation Whenever Possible.
E. ELT Conference in Sweden
      a. Held to Honor Arne Ardeberg’s Retirement
      b. Attended by All Major ELT Projects
                i. TMT, GMT, EELT, Japan, etc.
               ii. CCAT Was 3rd in Agenda After the TMT & GMT
              iii. Presentation by Sebring Well Received
      c. Substantial Side Discussions with J. Nelson, M. Johns et al
                i. Offer from J. Nelson to Receive Visit from CCAT to Discuss
                   Segmented Mirror Sensing and Control
               ii. Forwarded Invitation to D. Woody, D. MacDonald et al
      d. Next SPIE Astronomical Telescopes and Instrumentation Conference in
          Marseilles Next Summer
                i. Do Not Have Much Real Technical Development to Report On
               ii. Can Recycle Some Old Material and/or Alter Spin
              iii. Contractors May Amplify Previous Papers

       e. Perception of Progress in Community is Important…..$$$$

F. Meeting at UK ATC
      a. Discussion of Project Status
      b. Presentations from University College London on Composite Adaptive Optics
          Mirror Development
      c. Discussions with Patrick Wallace and David Tarret (Rutherford Appleton
          Laboratories) Regarding CCAT Control System Studies
               i. P. Wallace et al Developed TPOINT and SLALIB Algorithms Used by
                  Many Modern Observatories
              ii. Objective to Obtain a Study of Requirements, Opportunities, Current
                  Observatory Practice, Pros/Cons, and Conceptual Architecture
             iii. Subsequently Received a Statement of Work Describing Study Which
                  Looks Excellent
             iv. Colin Vincent Accepted AI to Seek Funding for Study at STFC
G. Work to Seek New York State Funding for CCAT
      a. Working with Cornell’s Office of Government Relations
      b. Met in Albany with Director of NY STAR (Science, Technology, and
          Research) Group.
               i. Well Received, but Not Mainstream in Their Portfolio
      c. Chairman of Board of Regents of SUNY Visited CCAT
               i. Result of Chance Meeting on Airplane
              ii. Former Chancellor of SUNY System
             iii. Extremely Excited by Chance of NYS Participation
             iv. Is Actively Working with CCAT and Cornell to Bring Opportunity
                  Before Governor Spitzer
              v. CCAT Fits Extremely Well Within Governor’s Proposed Investment
                  of $1b in Upstate NY and $4b Endowment of SUNY System
             vi. Next Steps Planned
H. Progress & Accomplishments
      a. Adaptive Optics Associates Study
               i. Funded by JPL, Statement of Work & Performance Specifications
                  Provided by Project Office
              ii. $15k LOE, Accomplished in ~6 weeks
I. Concept Design Provided for Panel Tilt Sensor
J. Formation of Not for Profit Entity
      a. Draft of Letter of Engagement Circulated for Comments
      b. Version Meeting Partner’s Requirements Sent Oct 30, 2008
      c. All Signatures Except Canada Received Within 2 Months
      d. Telecon with BS & K, Cornell and Caltech Counsel, T. Sebring
               i. Don’t Need LoE Signed by Everyone
              ii. $50k is a High Estimate…Work Solely for Formation of NFP Entity
                  More Likely to Cost ~$30k
             iii. Don’t Have Signed LoE from Colorado or Canada
             iv. Estimate Time to Research/From Entity ~2-3 Months
              v. Tax Free Status Will Take ~6 Months to Achieve

      e. Board Issue: Can We Agree to Go Ahead w/Out Canadian Signature?
                i. Decision of Board to discuss this in executive session
K. CCAT Business Entity
      a. Cornell and Caltech Counsel agree that independent counsel representing all
           partners equally should be retained.
      b. Concerns regarding conflict of interest if one partner’s counsel used
      c. Specific expertise in types of organizations and tax implications
      d. Cornell recommended Bond, Schoeneck & King PLLC
                i. Specific expertise in setting up not-for-profits for universities, etc.
               ii. Sebring met with Paul W. Reichel at B,S & K Syracuse, NY Office
              iii. Received proposal distributed to CCAT partners
              iv. Key elements of proposal
                       1. Trade and recommend type of entity
                       2. Legally organize and establish entity
                       3. Obtain tax free status from NYS and Federal Govt.
                       4. Provide additional post-organization services
                       5. Estimate of costs: $45-55K
               v. Achieving this would allow us to apply for formal status and use of
                   site in Chile
              vi. Key element in development of partnership agreement and
                   determining how contracts will be let and monies handles
             vii. Seek Board approval to hire and fund
L. Cornell Hosting of Project
      a. Board Approves Request for Cornell to Provide Proposal to Host CCAT
      b. Letter Accepting Request for Proposal Sent to Board 07 September 2007 by
           Vice Provost for Research (Physical Sciences and Engineering) Joe Burns
      c. Several Meetings with Vice Provost for Business Affairs and Staff
      d. Follow up Discussions with Risk Management and Cornell Counsel
      e. Sebring Provides Draft Proposal to Host Project 24 September 2007
      f. Additional Discussions Required
      g. New Vice Provost for Research (Robert Buhrmann)
      h. Vice Provost for Business Affairs Reassigned Elsewhere
      i. New Vice Provost for Research Administration Starts ~17 January
      j. Will Arrange Meeting to “Warm Up” Development of Proposal.
      k. 29 November Letter from Robert Buhrmann Affirms that Cornell Will Work
           Toward Hosting Project.
M. Project offices infrastructure
      a. Plan to site project at Cornell University
                i. Allows project team to focus on project issues.
               ii. Maintains close contact with astronomy community; e.g., office space,
                   accounting, legal services, personnel, purchasing, travel,
                   communications, employee insurance, investment of funds.
      b. Compensate Cornell either directly or indirectly (overhead) for services and

               i. Provides for reduced cost relative to staffing and contracting by
                   smaller project organization
              ii. Enables fractional FTE manpower as opposed to dedicated personnel
      c. Potential office space identified at several locations at Cornell
      d. Board asked to consider concept and request proposal from Cornell to enable
          informed decision
      e. Cornell needs to investigate overhead structures, available services and
          facilities, and costs of providing
N. Applications for Use of Chajnantor Site
      a. No Formal Application Made
      b. No Letter of Intent Sent to CONICYT
      c. No Scientific Collaboration Agreement with U. Chile
      d. Meetings with AUI, CONICYT, U. Chile, & Tokyo Astronomical
          Observatory (Giovanelli Report)
      e. Some Applications Depend on Formation of Not-for-Profit Entity
               i. Recognition Under Chilean Astronomy Law
      f. Approach May Change Depending on Development of Collaboration with
          Associated Universities Inc.
               i. Information on CCAT Needs Provided to AUI
      g. R. Giovanelli et al Meet with AUI
O. Chilean Affairs I: Institutional Status
      a. Chilean Law 15.172 “The Astronomy Law”
               i. Offers privileges for international organizations operating
                       1. Same privileges as ESO treaty
                       2. Exemption from taxes, import duties, etc.
                       3. Limited (?) jurisdictional immunity
              ii. Status enjoyed by AURA, Camegie, AUI, Caltech (CBI), et. al.
             iii. Land use is a separate issue
      b. Process
               i. Complete scientific cooperation agreement with University of Chile
              ii. Application to Foreign Ministry; Rol Único Tributario (RUAT) issued
             iii. 6-12 months obtain approval
      c. Identification of organization to represent CCAT in Chile
      d. Legal title to all equipment in Chile held by CCAT representative
      e. Business model in Chile: contracting, personnel. etc.
      f. Seek Board approval o initiate process
P. Chilean Affairs II: Land use
      a. Cerro Chajnantor
               i. Land owned by Chilean government (Bienes Nacionales)
              ii. Inside science preserve but outside ALMA concession
             iii. Comisiòn Nacional De Investigacion Cientifica Y Tecnologica
             iv. Holds 5 yr. concession, preparing application for 50 yr. concession
      b. Process
               i. CCA requests concession to use site from CONICYT

                ii. Requires up to 1 yr. for approval
         c. Issues
                 i. Concession fees
                ii. Environmental impact assessment required
               iii. Approval from Indigenous Affairs Agency and local government
               iv. Inter-project agreements with ALMA (road use) and TAO (neighbor)
         d. Seek Board statement of intent to CONICYT
Q.   Partnership Development
         a. Term Sheet Developed and Sent to Partners for Review in August 2007…No
            Comments Received on Term Sheet
         b. At Request of Cornell/Caltech Counsel Sent email Requesting Again that
            Partners Review Term Sheet 31 October 2007…No Answers
         c. Counsel Requests that We Bring This Up at This Board Meeting
                 i. Are There Really No Comments on the Term Sheet?
                ii. Shall We Draft Consortium Agreement Using These Terms?
               iii. Shall We Review Paragraph by Paragraph at This Meeting?
R.   Suggested Schedule/Approach for Partnership Development
         a. Target completion/signing for July 2008…1 year from now
         b. Select consortium agreement development committee and chair – this meeting
         c. Development of Term Sheet – 3 months
         d. Development of draft agreement – 3 months
         e. Development of revised agreement – 3 months
         f. Signing of agreements – 3 months
         g. Completion in July 2008
S.   Plans with Board
         a. Consortium Agreement
                 i. Review Term Sheet at This Meeting
                ii. Implement any Changes
               iii. Request that Caltech/Cornell Counsel Draft Agreement
               iv. Circulate to Partners Within Next 3 Months
         b. Formation of Not for Profit Entity
                 i. Seek Board Approval to Proceed with 4 Partner Signatures on LOE
                ii. Proceed with Telecons with Caltech/Cornell Counsel and BS & K
               iii. Use Term Sheet and Developing Consortium Agreement to Support
               iv. Bring Proposed Entity Formation Process and Docs Before Board
                v. Complete “Incorporation” Within Next 4 Months
         c. Support to Administrative Approvals
                 i. Visit All Partners to Support Development Efforts
                ii. Provide Any Information and Documentation as Required
T.   Plans (Technical & Administrative)
         a. Continue Pursuit of Process for Segment Manufacture
                 i. Follow Up Further on Composites & Borosilicate Approaches
                ii. Develop Experimental Plans for Proof of Principle Experiments
               iii. Further Develop Requirements Documentation
         b. Continue Site Testing and Development
                 i. Interface with Chile, ALMA, TAO, etc.

              ii. Continue Planning Infrastructure Development (Roads, Power, etc.)
       c. Continue Modeling and Analysis of Segment Control Issues
               i. Further Clarification and Analysis of AOA Segment Tilt Sensor
              ii. Analysis at JPL and Caltech Continues
       d. Continue to Support Approval and Fundraising at Partners
               i. Provide Information, Materials, Planning, and Proposal Support
              ii. Attend Meeting with Administration etc. as Requested
       e. Continue to Support Development of Consortium Agreements and Formation
          of Not for Profit Entity
       f. Conduct Meetings, Support Document Development, etc.
U. Suggestions to Board
       a. Form Consortium Development Committee
               i. Responsible to Track Development of Consortium Agreement
              ii. Frequent Telecons to Track Progress and Discuss Options
             iii. Present Report on Status at Next Board Meeting/Telecon
             iv. Rationale: Full Board too Cumbersome During Development & Need
                  Individual Responsible for Each Partner’s Participation
       b. Form Ways and Means Committee
               i. Responsible to Seek Project Approval at Respective Partners
              ii. Responsible to Seek Interim Funding Share
             iii. Interact Monthly to Review Progress
             iv. Report to Board at Next Meeting/Telecon
       c. In Person Board Meeting ~April 25th
               i. 6 Months Between Meetings is Too Much……Lost Momentum
              ii. Project Currently at a Critical Juncture…Need Action
             iii. Should be Prepared to Review Draft Agreement and NFP Entity Plan
V. Interim Funding Desired/Required
       a. Salaries for 1 year         $300k
       b. Benefits & Overhead         $120k
       c. Travel & Meetings           $60k
       d. Miscellaneous Expenses $20k
       e. Total Required              $500k
       f. Cornell @ 25%               $132k
       g. Caltech @ 20%               $105k
       h. Canada @ 20%                $105k
       i. UK @ 25%                    $132k
       j. Colorado @ 5%               $27k
       k. Total Allocations           $501k
       l. Request that Board Consider Accepting Challenge and Resolve that Partners
          Attempt to Find Their Share Over the Next 3 Months

          Tombrello asked if this was funding for six months or one year.

          Sebring replied it was for one year; if doubled could hire contractors to make
          significant progress.

At this time the Board met in Executive Session.

4. Reports on Status & Achievements of Each Partner (Fiscal, Administrative, etc.)
      A. U. Cologne – Bertoldi
          a. German CCAT Node
                   i. Regional network of radio astronomy institutes tied through various
                      collaborative research and education projects
          b. Education
                   i. Bonn-Cologne Graduate School in Physics and Astronomy
                  ii. International Max-Planck Research School
                 iii. Bonn International Graduate School in Physics
                 iv. Master I Astrophysics (Bonn)
                  v. Bonn-Cologne-Chile Graduate School (in preparation)
          c. Radio-submm Telescopes
                   i. NANTEN2
                  ii. KOSMA
                 iii. APEX
                 iv. SOFIA
                  v. Effelsberg 100m LOFAR
                 vi. Herschel
          d. Technology
                   i. Heterodyne receiver arrays
                  ii. Laboratory spectroscopy
                 iii. Backends (AC, AOS, FPGA)
                 iv. Data analysis software
                  v. Telescope control software
                 vi. Near-IF interferometry
                vii. Bolometer arrays
               viii. Telescope shutters, etc.
          e. Selling Points
                   i. Education and Research
                          1. Secure submm/FIR expertise in Cologne/Bonn
                          2. Strengthen graduate program in astronomy
                          3. Integral part of new SFB on “Star Formation” 2010 – 2022?
                          4. Scientific collaborations and student exchange with CCAT
                          5. Synergy with ALMA regional center node
                  ii. High-tech development
                          1. Detectors: nano-technology/micro-structuring
                                  a. Superconduction layers in bolometers and heterodyne
                                  b. Nano-production of waveguide structures and integrated
                          2. Large active opto-mechanical structures (industry)
                          3. Energy technology – solar power (industry)
                 iii. Infrastructure and Employment

                          1. VERTEX-Antennentechnik (Duisburg): likely contractor for
                             mounting, wobbler, etc.
                          2. Radiometer Physics (Meckenheim): established partner in receiver
                          3. Zeiss, Leitz, Mero TSK
           f. Status
                   i. Review of Cologne astrophysics 10/2007 successful
                  ii. Strong support by universities for
                          1. New SFB (DFG): science, instrumentation
                          2. Funding for current telescope operation costs and personnel
                                a. 300 k university/state + 3 FTE university + 7 FTE
                          3. CCAT
                 iii. DFG principal support for new SFB proposal
                          1. Preprosal3/2008, main proposal 2009, funding 2010
                 iv. State government principal support for CCAT
                          1. Consultations in August incl. Stenvers (VERTEX)
                          2. Next meeting on Jan. 29: prepare letter to Minister
                          3. Aim: $5M direct, $5M in kind

                          Sebring asked if the current value of the US dollar would be a

                          Bertoldi responded that contributions are based on the Euro.

                   v. Chile: invest in housing, truck?, solar power?
                          1. Diplomatic status, tax-exemption, USD – Peso account
                  vi. Letter of Intent attached

The Board recessed and then returned in executive session.

4. Reports on Status & Achievements of Each Partner (Fiscal, Administrative, etc.) (continued)
      B. Cornell - Veverka
           Veverka stated Cornell would like to participate at the 20-25% level. In addition to
           the $10M in funding that has been raised, the Provost and Vice Provost for Research
           reiterated that a $10M endowment has been committed for Cornell’s part of the
           operating costs. These funds are not sufficient to meet Cornell’s share. The process
           has begun to raise another $10-15M and he is confident that this will be successful.
           He advised that, should NYS provide funding, this would be transparent to the Board
           and only provide funding to Cornell. This is due to the Governor’s desire to improve
           the level of education in the state. Potential private donors have been identified and
           this avenue is being pursued. A problem does exist in the interim funding, however,
           in that Cornell and Caltech are currently spending more on the level of 60% instead
           of 20-25% and the Provost would like to see this brought back into line. The main
           issue is that if Cornell is going to provide 25% of $600K then that is no problem;
           providing 50-60% will be problematic.

   Sargent asked Veverka to clarify that Cornell is able to provide, at this time, 25% of
   the $600K.

   Veverka responded that this will be possible.
   Tombrello asked if JPL is included as part of the Caltech contribution.

   Veverka replied that JPL was not included.

C. Caltech – Tombrello
   A $300M donation was made available from the Moore Foundation, this is now down
   to $31M. In the Fall of 2006 a proposal was submitted for $20M which would be
   divided between the Moore funds and Charles Elachi at JPL. JPL could not legally
   find funds for a telescope but they can develop instrumentation. The decision on this
   $31M would be made in the fall of 2007. However, like Cornell, there has been a
   change in Administration and this has resulted in a lack of a decision. Tombrello
   stated he hopes there will be an answer by the end of the year.

   Sargent has spoken to a group called the Chair’s Council that consists of potential
   donors but Tombrello’s take on this is that CCAT is not an area of interest to them.
   They are more interested in elementary particle physics.

   Interim funding is not provided in the budget set by the administration. This type of
   money becomes available due to gifts or other financial arrangements. JPL has been
   providing the funding at an amount of approximately $300K; this funding will
   probably continue but it does not appear to be reflected in Sebring’s accounting.

   Sargent stated that this funding should be considered legitimately part of the budget
   as it pays for Dave Woody’s CCAT efforts.

   Veverka responded that JPL also counts part of Paul Goldsmiths salary. By this
   standard Cornell could consider part of Giovanelli’s salary as a contribution.

   Tombrello stated that he does not have the money asked for by Sebring at this time.
   If an ok on construction funds becomes available this would change things. This will
   also impact on how hard he can push for funding from the Chair’s Council.

   Veverka asked if there is any chance he can ask Elachi to make a small contribution.
   He is aware that JPL does have funds it can make available to other universities for
   partnership deals.

   Tombrello stated this is exactly the reason he would be willing to sacrifice faculty
   lines to JPL as he now has direct contact with the upper management at JPL.
   Zmuidzinas is the person who has access and could make such a request.

   Sargent stated she felt that Zmuidzinas had deferred to Tombrello in regard to
   fundraising at JPL but would now take over.

   Tombrello indicated that CCAT does not categorically fit the criteria of many of the
   grants available.

   Giovanelli asked what Caltech can do to obtain interim funding.

   Tombrello stated he is trying to raise $20M and he’s trying to obtain funds from JPL.
   He is running many projects without enough funding.

   Giovanelli responded that he is looking for answers as to how the project will be
   funded for the next year.

   Sargent stated they can not assure Cornell of 25% funding from Caltech and the
   administration would not support such a request at this time.

D. UK – Robson
   The ability to contribute significantly over the next three years will depend critically
   on the comprehensive spending review which the government is about to announce.
   The UK is looking to have its major funding coming in later years. The ability to do
   interim funding which is like to be 4 staff at 100% for the next three years will
   depend on the comprehensive spending review. While support for science in general
   is very strong, in reality, support will be going for medical research. Council has
   announced that research grants will suffer a 25% reduction. The staff within the
   STFC facilities will be reduced drastically. In his organization the target number for
   year 3 of the spending review is a loss of 50% of his engineers and scientists. This is
   worst case scenario and they are working diligently to make sure that this does not
   come to fruition. The bottom line is there is little spare cash However, working with
   Colin Vincent, he does believe he can find funding for a level of one to two staff for
   three years.

   Nothing has changed at the top level issue - submm astronomy is still coming out
   very high in programmatic reviews. The JCMT is still anticipated to no longer
   operate beyond 2012, which is essentially the time beyond which the UK would be
   looking to re-invest in operations for CCAT.

   In terms of interim funding it’s problematic to have arrived at the meeting without a
   briefing. If he had been briefed, say 10 days ago, he might have been to put the
   request into the program meeting which happened 6 days ago. He is not sure if the
   funding is still available.

   Tombrello stated that receiving the project manager’s report prior to a meeting is key.

   Sargent responded that, as an example, the ALMA report is expected 10 days prior to
   the meeting.

   Robson suggested that the functionality of the Board needs improvement by
   increasing information prior to meetings. He will immediately send an email asking
   if an interim payment is possible.

E. Canada – Fich
   Funding is complicated. For major infrastructure they originally set funding at 20%
   funding. There is a major donor at Waterloo who has donated this type of money
   before who has indicated an interest in telescopes. Courting a donor is a delicate
   process and he has to work on the donor’s time frame. The other route he has
   available is the Canada Foundation for Innovation which has announced it has a new
   round of funding – approximately $500M – available. They will apply but it is a
   specific process they must follow. Funding at $1M is available for an individual
   college, $5-10M for several colleges, and $10+M can be requested for a consortium.

   Association of Canadian Universities for Research in Astronomy (ACURA) met and
   indicated an interest in CCAT but the funding timing is an issue as the decadal plan
   was formulated before there was even a CCAT. 5% funding will be pursued if it is
   just UBC and Waterloo through CFI unless the private donor can be involved. They
   are trying to entice the rest of the community to join the consortium which is
   currently led by Mark Halpern (UBC). Don Brooks, who is on the CCAT Board, is
   currently chairing the ACURA Board, said there is room within the UBC/CFI for
   CCAT to get high priority. CCAT is a natural follow-up for JCMT but this is
   problematic for those involved in its current funding as there is a perceived conflict.

   An advantage of CFI funding is that its capital money comes with operatious money
   at a rate of 5% a year for 5 years. A disadvantage with putting a request though CFI is
   that is can only fund 40% of the total cost. The provinces are expected to provide an
   additional 40% and the last 20% has to be found.

   For CCAT there is a huge advantage of working with a Canadian manufacture
   because they will give a deep discount of 20%.

   On the operating side there are two issues. One is the letter of engagement: Waterloo
   has money but UBC is the lead institution and it must commit funding. Fich
   indicated he is not sure where he can find funding for July but will continue to work
   on it.

F. Univ. of Colorado – Cash
   $25K was verbally committed by Prof. Jim Green (former Chairperson for
   Astronomy at Colorado) and a letter of support from the Chancellor of the University
   of Colorado was sent to the Board. A problem with Colorado law kept them from
   directly transferring the funds to CCAT. This has been circumnavigated by Cash to
   put into place a purchase order that would allow the lawyers to charge against

something of direct value. He stated he would write a letter of engagement allowing
the use of the $25K. He asked if this would be acceptable to the Board.

Sargent responded that she believes this was approved by the Board.

Cash hopes to have another $25K out of his chair’s budget next year but this does not
address the bigger issue. At the University of Colorado there is zero chance of a large
donor in the amount of $5M without the strong support of the Chancellor so the letter
that was sent to the Board was the result of many months of selling CCAT to the
administration. The newly appointed Vice Chancellor for Research is an engineer
who, in his earlier years, designed the wheels on the Apollo lunar rover CCAT is of
great interest to him. The Chancellor is also an engineer and very supportive.

The feeling is that once the Chancellor is fully committed it should be possible to pull
off something at the $5M level. The Chancellor is aware that soliciting donors is a hit
or miss proposition so he is working with them to put together innovative ways to
achieve their funding goal. Industry is also being approached such as Ball Aerospace.
It is unlikely that this will result in cash donations but more like in-kind donations.

An individual has come forward who is interested in putting $150K into CCAT. This
is still in development.

Robson asked if this $25K is separate from the Canadian $25K.

Fich and Cash stated they both had $25K.

Veverka stated that in terms of simple arithmetic funds for interim operations other
than the lawyers’ fees there is $175K - $150K from Cornell and $25K from Colorado.

Cash replied that there is potentially another $150K from Colorado’s donor and this
should be considered 90% certain.

Tombrello stated that if he receives a commitment for construction funds in the next
six months he will find $100K for CCAT.

Robson stated he will try to obtain $50K.

Fich can not commit to any amount at this time.

Veverka stated that the amount is at $250K at best and $600K is needed.

Robson stated it would be beneficial to his group if they could dump money into
CCAT this year.

Veverka stated that best there appears to be the opportunity to raise $400K and asked
what can $400K accomplish.

           Tombrello replied that the Board is not the one to ask this question but direct it to the
           project manager.

           Sargent suggested eliminating travel and meetings and retain the funding for staff and

           Fich responded that some travel to meet with CCAT vendors is imperative and he has
           funding for that.

Recessed for lunch
Resumed in full session

5. Review of Term Sheet for Consortium Agreement
           a. It was agreed to read and review the term sheet and send comments/revisions via
              email to Consroe. If there are no comments Sebring will tell lawyers to proceed.
6. Project Scientist’s Report – Zmuidzinas
      A. Topics
              a. (Science presentations in Waterloo)
              b. JZ visit to UKATC as SUPA visitor (summer ‘07)
              c. AAS special session (1/08, Austin)
              d. McCray committee “Future of radio astronomy” report
              e. CCAT science meeting: May 14-15, Boulder
      B. UKATC visit
              a. June/July 2007 (6 weeks)
              b. supported by SUPA
              c. Seminar + informal talk at UKATC
              d. Visits to:
                          i.  Heriot-Watt (+Cunningham)
                         ii.  Scottish Microelectronics Centre (Edinburgh)____
                        iii. Cambridge (seminar)
                        iv.   St. Andrews (seminar)
                         v.   Glasgow (+ Cunningham)
                        vi.   Durham (+ Robson, Ivison)
      C. Durham “Galform” code
      D. From Cedric Lacey:
              Dear Jonas,
              Our meeting together last week was very interesting. The group of us in Durham
              have decided that I should coordinate the input to the CCAT science case from the
              galaxy formation modeling using GALFORM+GRASIL. Mark Swinbank,
              Carlton Baugh, Ian Smail and Carlos Frenk will also be involved. If I remember
              correctly, you were most interested in the following predictions from the models:
              (1) number counts and redshift distributions at 350 um; (2) the use of the 350/850
              um flux ratio as a means of selecting high-z SMGs as dropouts. Was there
              anything else, which I've forgotten?
              Best wishes, Cedric

E. AAS Special Session
   a. “Present and Future Wide Field Submillimeter Surveys”
   b. AAS Austin, January 10
   c. Organized by Simon Radford
   d. Speakers
             i. Wayne Holland: galactic, near-term
            ii. Mark Halpern: extragalactic, near-term
          iii. Andrew Blain: extragalactic, future
           iv. Jason Glenn: galactic, future
            v. Riccardo Giovanelli: CCAT
F. McCray committee report
   a. “Future of US radio astronomy”, to inform decadal survey
   b. Convened by AUI
   c. Backer, Carilli, Gaensler, Genzel, Gnedin, Haynes, Heinz, Hewitt, Lazio,
       Readhead, Sargent, Wilcots, Wong, + Lo, Brown + Jack Burns (Exec. Sec’y)
   d. Importance of surveys in general
   e. CCAT/LMT surveys needed for ALMA science
G. Instrumentation Status
   a. Original plan:
             i. long  camera, 1.5 - 0.7 mm
            ii. Short  camera, 450, 350, 200 m
   b. NSF funding for CSO MKID camera, 24x24 x4 color long-  array (Glenn,
       Golwala, Zmuidzinas)
   c. SCUBA 2 potential first light instrument
             i. reconfigure for 450 & 350 m
            ii. Delay CCAT short  camera?
   d. Build a spectrometer instead? C+ redshifts?
H. CCAT spectroscopy meeting
   a. Dates: May 13-14, 2008
   b. Theme
             i. Spectroscopy with CCAT: Science and Instrumentation Opportunities
   c. Location: U. Colorado, Boulder
   d. Organizers: J. Glenn, S. Radford, JZ
   e. Compiling list of potential speakers
   f. Looking for suggestions!
I. Broader issues
   a. Last “science push” was one year ago, fall 2006, in preparation of UK statement
       of intent
   b. Re-energize all science groups?
   c. Or, just a focused subgroup to pursue better definition of high-z science?
   d. Decadal survey?
   e. CCAT science goals for 2008?

Tombrello stated it is important for the CCAT science committee to have a strategy for
engaging the Decadal Survey community because it is extremely important that CCAT be
rated very highly. Without that, sources for long-term operations funding and partially

       construction funding may not occur. A very short proposal for a strategy should be
       developed. TNT has developed a strategy that Tombrello refers to as a call for virtual
       proposals. Such proposals could have an effect on the design of the instrumentation and

       Giovanelli replied that this is a good advice, however, there is already a strategy in place;
       the McCray committee has been targeted.

7. Discussions of Issues Arising
      A. Canadian letter of engagement
          Sargent asked if Canada would be able to sign the letter of engagement.

          Fich replied that he thought it would be possible.

          Giovanelli stated he spoke to Mike Halpern at AAS who is said he would be working
          on straightening out fiscal questions within the next week.

          Sargent suggested keeping this as an open action item until it is resolved.

          Sebring asked if there was any objection in proceeding to set it up.

          The Board raised no objection.

       B. Development of schedule for signing of consortium agreement and the formation of a
          Ways and Means Committee
          Sebring asked if the Board could agree on a common goal for when the draft would
          be done, the scheduling of the review cycle, and possible dates established for the
          actual signing of the document.

          Sebring suggested forming committees consisting of a member from each
          organization that would communicate monthly to discus the progress of obtaining
          funds and the development of the consortium agreement.

          Sargent asked the Board if it felt it would be helpful to form a committee.

          Veverka responded that it could be discussed in executive session.

       C. Other Action Items
          Sargent asked if there were other action items.

          No other action items were raised. The meeting moved to executive session.

8. Executive Session – Action Items
      A. Chair
          Tombrello asked if the Board could agree that the Chair would send a short proposal
          explaining what support would be needed for her to continue serving as chair.

Sargent suggested that the Board should propose something to her that would make it
reasonable for her to continue. The major issue is that she does not have the time to
handle all the issues required of her as chair. As the Chair of CARMA, she has a
deputy assistant who handles a significant portion of the tasks. She suggested that
Jason Glenn would be a good candidate as what is needed is a person with a degree of
passion, youth, ability to speak, and be cognizant of the project and Glenn possesses
all of these attributes. She feels it would be an enhancement to his career, as it will
give him a semi-official position from which he can speak.

Cash asked if Sargent had a title for the position that might explain its role.

Sargent responded that this could be problematic as there can’t be two Board
members from Colorado so perhaps it would be “Deputy” or “Assistant to the Chair”.

Tombrello stated it was not the title that was important but the scope of the duties.

Robson asked which duties would be assigned.

Sargent replied it would consist of reading email and other communications and
either directly handle the response or bring the issue to her attention.

Veverka asked if this was a problem pertaining to the next six months then the
simplest solution would be to appoint an interim chair. He would prefer a system
where the person handling the responsibility can be in charge and make decisions.
Appointing an interim chair would not remove Sargent from the Board but would just
remove her chair responsibilities.

Tombrello asked Sargent to indicate what action would be acceptable.

Sargent responded that for the next six months she cannot offer the Board her
complete dedication due to her other duties and she does not feel comfortable about

Tombrello replied that pulling her out would negatively affect negotiations with the
British connections and D.C.

Giovanelli suggested that the person assuming the interim position could contact
Sargent when her presence would be decisive.

Sargent asked who would be willing to assume the chair position. She suggested the
chair should not be from Cornell and given the relationship with NSF it should be an
American partner.

Cash stated he would be willing to step up and take over through the end of August.

   Sargent stated this could be advantageous as Colorado is viewed positively by NSF.
   She asked that a motion be placed before the Board appointing Cash as interim Chair.
   This was done by Fich and seconded by Stacey. The motion passed.

   Veverka asked the Board to recognize and commend Sargent for her efforts.

B. JPL Representation on Board
   Tombrello suggested a representative from JPL be appointed to the Board as a
   member or as an observer in order to maintain a strong connection with them and
   keep them enthusiastic for the project. He suggested Jakob van Zyl - Laboratory
   Associate Director for Physics and Astrophysicsfor this role.

   Sargent stated she supports the appointment of an observer and supports the
   suggestion of Tombrello.

   Tombrello suggested that his vote in the Board be split with JPL and Caltech as JPL
   should be considered an equal partner.

   Veverka stated he supports the idea of a JPL representative and a split vote but it
   should be up to Elachi, not the Board, to select the member. The request to Elachi
   should come from the Board.

   Sargent replied that JPL wouldn’t care where the invitation originates but would
   appreciate it more if Caltech provided the invitation. She suggested the statement
   could read that the Board is enthusiastic to have JLP participate at the request of

   Cash asked Tombrello to send him the information and he will send it to JPL.

C. Cost Estimate of Project
   Tombrello expressed concern that the project cost estimate is not realistic. He
   believes the philosophy should be that the project will build whatever it can with
   whatever money is raised. He questioned if this is, indeed, the sentiment of the Board
   and asked how it will proceed without a true cost estimate. He suggested a
   contingency plan should be developed if descoping occurs.

   Robson stated the Board should come up with a realistic number that is bigger;
   otherwise it won’t be believable.

   Cash suggested obtaining outside assessment; perhaps from Ball.

   Giovanelli responded that the costs are uncertain but Sebring may not be inclined to
   redo the figures as they will change continuously.

   Robson stated there is no time or money available to recalculate but a contingency
   should be developed.

   Fich stated he must submit a proposal that will be a realistic estimate of cost but CFI
   does not allow for contingencies.

   The Board agreed to ask for a more realistic estimate or compile a definite
   contingency plan should descoping be required.

D. Ways and Means Committee
   Robson stated that if the creation and implementation of a committee would help the
   project he has no objections.

   Tombrello agreed that updating between meetings could be helpful but did not feel
   that scheduling an ongoing monthly teleconference was necessary. He will contact
   Sebring should changes occur in his realm.

   Fich suggested Sebring should chose the time and day for a regular meeting and
   notify the Board.

E. AUI participation in CCAT
   Giovanelli reported on the contents of the White Paper provided by AUI, upon his
   request. The contents of the White Paper are detailed below:

   On December 7, a meeting was held at AUI to discuss the potential participation of
   Associated Universities, Inc. (AUI) in the CCAT project. AUI is the managing
   organization for NRAO and the North American Executive for ALMA. It is the legal
   representative for the North American ALMA project in Chile, and has established a
   substantial presence in Chile.

   Carrying out a project such as CCAT will also require a legal presence and staff in
   Chile. The purpose of the meeting was to discuss whether AUI could support CCAT
   construction and operation by providing the necessary CCAT legal presence in Chile,
   as well as performing a variety of tasks for CCAT that are integral to doing business
   in Chile and supporting the building and operating of an astronomical facility.

   Aspects related to engaging NSF and the larger astronomical community in the
   support and use of CCAT were also discussed.

   AUI was requested to provide a brief white paper summarizing what AUI could
   provide to CCAT.

       a. White Paper Overview
          Building and operating a facility in Chile requires following appropriate
          Chilean laws and processes related to import/export regulations,
          immigration/accreditation regulations, and labor law. AUI operates under
          Chilean Law 15172, explicitly formulated to give North American
          organizations operating astronomy facilities in Chile specific rights and

   exemptions. The organizations must become accredited by the Government
   of Chile, establish a formal relationship with the University of Chile, follow
   well-defined processes and obey all applicable Chilean law.

   The Chilean law provides certain rights and responsibilities for accredited
   North American astronomy organizations to have their staff live and work in
   Chile, to obtain tax-exempt status, and to import equipment into Chile without
   paying taxes. AUI could provide these benefits to CCAT.

   An important aspect of operating in Chile is that all essential work of an
   organization (i.e. work tied to its core business) cannot be outsourced to
   another entity. This strongly indicates that if AUI becomes involved with
   CCAT and provides support, it must be a full partner, and not a subcontractor.
   Thus, if AUI is to become involved with CCAT, it would be as a formal
   member of the CCAT organization.

   AUI would provide the legal presence for CCAT in Chile, provide liaison
   with the Chilean government and institutions, contribute advice and expertise
   to the CCAT project as concerns carrying out a project in Chile, provide
   logistic support related to CCAT construction and operations in Chile, and
   hire and supervise local personnel in Chile as necessary for CCAT.

   Other aspects bearing on AUI involvement are the scientific complementarity
   of CCAT and ALMA, the likelihood of approaching NSF for operations
   funding, and the potential role of AUI in facilitating use of CCAT by the
   larger community, given the concomitant need to make CCAT open to the
   community. As a CCAT partner, AUI could help engage the astronomy
   community, represent the community in CCAT governance at the proper
   level, solicit community use of CCAT, provide peer review as necessary,
   (likely through NRAO) and support the archiving of CCAT data and access
   via the virtual observatory. It is understood by AUI that the CCAT partners
   would have privileged access to CCAT vis a vis the general community, and
   AUI would respect the partners’ rights in coordinating community use of
   CCAT and its data.

     To fulfill the above roles, it would be assumed that AUI will become a partner
     in the CCAT consortium and a member of whatever legal entity is established.
     AUI will have TBD members on the CCAT Board.
b. Specific AUI Responsibilities in Chile
   i. Establish a formal CCAT office in Santiago, obtaining additional office
       space likely at a location different from the one associated with ALMA, for
       a subset of CCAT activities in Santiago. In any case, ALMA will not
       subsidize the CCAT office or personnel.
  ii. Obtain all required decrees and permits to legally establish CCAT as a
       legitimate AUI project in Chile.
 iii. Be the legal representative of CCAT with all Chilean authorities.

 iv. Accredit all international CCAT project personnel working in Chile.
  v. Be responsible for the hiring of all local personnel associated with CCAT
 vi. Provide support to CCAT as much as possible using existing personnel,
      matrixed with other AUI duties as required; it will hire additional personnel
      as required for construction and operations of CCAT.
vii. Act as the primary interface with ALMA, CONICYT, and all collocated
      astronomy projects in the Chajnantor area for matters related to sharing of
      physical space facilities and infrastructure.
c. Steps and Timing in Enabling CCAT in Chile
   i. Negotiate agreement with University of Chile, based on current AUI
      agreement to CCAT, including 10% telescope time. This can and should be
      negotiated immediately.
  ii. Request Ministry of Foreign Affairs to issue a new decree modifying the
      current agreement with AUI. This can be completed some three months
      after step 1.
 iii. Request Finance Ministry to issue decree extending exemptions.

d. Estimate of AUI staff required for CCAT
   Specific tasks to be performed by AUI in Chile include government liaison
   and legal representation, payroll, travel, procurement, miscellaneous
   expatriate support (visas, relocation, etc.), accounts payable, as well as general
   business management, procurement and fiscal oversight. The AUI support
   will have three components: fractional support of existing senior Chilean AUI
   staff paid by CCAT, to provide expertise and supervision; personnel to be
   hired exclusively for CCAT activities, and presumably residing in a separate
   CCAT office in Santiago; and U.S. AUI costs (fractional costs of corporate
   oversight, legal, etc.

   The total level of AUI support for CCAT in Chile will require knowing
   specific CCAT staffing levels, and the construction and operational
   parameters and timeline for CCAT. At the current time, based on experience
   and scaling to the estimated CCAT project staffing level (15-20 project staff
   plus some non-core outsourced work during construction; 12-15 staff, plus
   visitors, during operations), we estimate a Santiago-based AUI staff on order
   of 5-6 FTE for CCAT.

e. Other costs for CCAT
     i. Rent for Santiago offices (based on 5-6 staff plus a few visitors)
    ii. ~$25K/year, modest additional cost for outfitting, computers, etc.
   iii. Associated with Land Access (assuming Concession remains under
        CONICYT, shared with TAO)
   iv. CONICYT Fund @ ~10% of ALMA: ~$50K /year
    v. Region II Fund @ 10% of ALMA: ~$25K /year
   vi. Environmental I. S. might be required (shared with TAO?)
  vii. Travel

         viii. Travel between Santiago and the site are to be expected. @ $1500/trip,
               travel could add $50K – $100K/yr
          ix. AUI costs
           x. Some allocation of AUI overhead equivalent -- fractional costs of
               corporate oversight, legal, travel, unallowables, etc. This should be

      f. Other significant questions
           i. Coordination with Tokyo? Sharing infrastructure, EIS, community
          ii. Coordination with ALMA? Sharing infrastructure, roads, energy, ops
   (This concludes the contents of the AUI White Paper.)

   Sargent asked if a decision could be delayed until the meeting that AUI is having in
   two weeks.

   Giovanelli stated that the white paper is negotiable and could be considered as a
   possible blueprint to develop negotiations.

   Giovanelli said that Ethan Schreier will present it at the next AUI Board meeting and
   the CCAT Board should make him aware of any items that are of concern.

   Members of the Board expressed the sentiment that it would not be desirable to have
   a direct role of NRAO in the involvement of the community in the operation of

   Sargent replied that AUI has a leading role in radio astronomy in the U.S. Her
   concern is in the language of the white paper. She would like to see the paper
   approved by the Board of AUI. As a member of the AUI Board she has not seen this

   Fich stated there were many potentially good items but AUI should perhaps not have
   a voting position on the Board

   Discussion took place on the representation of AUI in the CCAT Board. At the end
   of the discussion it was agreed that (a) having an AUI non-voting member in the
   CCAT Board during the construction phase would be desirable, and (b) if NSF
   operating funds materialized, the AUI member in the Board could have voting rights
   during normal CCAT operations.

   All agreed that pursuit of an agreement with AUI was a desirable goal to be achieved
   within as short a timescale as possible.

F. Interim Consortium Agreement
   Sargent asked for the renewal date of the interim agreement.

          Fich checked his files and stated it was current until June 30, 2008.

          Sargent replied that it should be extended through the end of the calendar year and
          suggested that each Board member send a written statement to Consroe in support of
          the extension.

The meeting was adjourned at 4:15p.m.


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