2014-08-11T06:49:26-05:00 2013-09-30 010464526 Baker Newman & Noyes LLC Box 507 Portland ME 04112 990 2012-10-01 043476764 Longwood Medical Energy Collaborative Inc LONG 6174321367 160 Longwood Avenue Boston MA 02115 John Aubrecht 6174321367 2014-08-06 1 Nicholas E Porto P01310283 2078792100 2012 2015-11-30 17:44:51Z fna Harvard Medical Collaborative Inc John Aubrecht 160 Longwood Avenue Boston MA 02115 4054900 0 X N/A X 1999 MA Plan, coordinate, and implement energy-related initiatives for the benefit of (see Schedule O) Harvard Medical School and its affiliated academic medical centers in the Longwood Medical Area of Boston. 13 5 5 0 0 0 0 0 4179717 4054900 0 0 0 0 4179717 4054900 0 0 0 0 1472356 1519072 0 0 0 2357386 2535828 3829742 4054900 349975 0 1959526 1832813 1609551 1482838 349975 349975 Plan, coordinate, and implement energy-related initiatives for the benefit of Harvard Medical School and its affiliated academic medical centers in the Longwood Medical Area of Boston. 0 0 3165586 0 4054900 Longwood Medical Energy Collaborative engaged in planning and coordination for the purpose of promoting energy conservation and securing efficient energy sources that will meet the specialized needs of Harvard Medical School and its affiliated academic medical centers in the Longwood Medical Area of Boston. 3165586 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 X 6 0 1 5 1 0 0 0 0 0 0 0 0 0 0 X 13 5 1 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 MA X Holli Roth 6174321367 160 Longwood Avenue Boston MA 02115 X Arthur Mombourquette 1.00 50.00 X 0 322199 58046 Stephen R Karp 1.00 50.00 X 0 0 0 John O'Connor 1.00 1.00 X 0 0 0 Richard M Shea 1.00 60.00 X 0 305383 52649 John L Brooks III 1.00 50.00 X 0 715913 37894 Rick Markello 1.00 50.00 X 0 518809 47043 Maria Papola 1.00 50.00 X 0 302606 35568 William Johnston 1.00 1.00 X 0 0 0 Lisa Hogarty 1.00 60.00 X 0 376318 48190 Vincent McDermott 1.00 1.00 X 0 0 0 G Marshall Moriarty 1.00 1.00 X X 0 0 0 Walter Armstrong 1.00 60.00 X X 0 448306 33782 Dorothy Puhy 1.00 50.00 X X 0 706208 36324 Stuart J Novick Esq 1.00 55.00 X X 0 639535 55214 John Aubrecht 60.00 0.00 X 0 468010 54003 Eric Buehrens 0.00 60.00 X 0 706584 33190 Jeffrey S Flier MD 0.00 X 0 582243 51850 Paul Levy 0.00 X 0 777205 9474 0 6869319 553227 0 1 1 0 JP Morgan 70 Fargo Street Boston MA 02210 Financial consulting 836323 Waldron Engineering & Construction Inc 37 Industrial Drive Suite G-1 Exeter NH 03833 Outside Contract Services 528756 WilmerHale 60 State Street Boston MA 02109 Legal Services 390038 Harvard Medical School 1033 Massachusetts Avenue Third Boston MA 02138 Management Services 222886 Ropes & Gray LLP Prudential Tower 800 Boylston Stre Boston MA 02199 Legal Services 156804 6 Support from Members 541610 4054900 4054900 4054900 4054900 4054900 0 0 X 1134566 1134566 384506 384506 222886 222886 606842 606842 38730 38730 1558121 723282 834839 37704 37704 55800 55800 5006 5006 7984 7984 2755 2755 4054900 3165586 889314 0 1406952 1821646 12251 11167 540323 0 1959526 1832813 201405 167951 0 318941 1408146 995946 1609551 1482838 X 349975 349975 349975 349975 1959526 1832813 0 0 X X 0 1 X 1 0 X X X 0 0 0 Beth Israel Deaconess Medical Center Inc 042103881 3 1 757050 Joslin Diabetes Center Inc 042203836 3 1 79477 Children's Medical Center Corporation 041174680 Line 11, Type II 1 928166 President and Fellows of Harvard College 042103580 2 1 798815 Dana Farber Cancer Institute Inc 042263040 7 1 578228 Brigham & Women's Hospital Inc 042312909 3 1 913164 6 4054900 Schedule A, Part IV, Supplemental Information: The amount of support listed Schedule A, Part I, Line 11h, Column vii is an allocation of total expenses from Form 990, Part IX in direct proportion to the membership fees received by the respective supported organizations. The amounts listed represent amounts expended by Longwood Medical Energy Collaborative in carrying out its exempt mission on behalf of its supported organizations. 0 Due to Harvard Medical School 684946 Due to Beth Israel Deaconess Medical Center 15000 Accrued Professional Service Fee 296000 995946 X 4054900 0 4054900 0 4054900 4054900 0 4054900 0 4054900 Description of Uncertain Tax Positions Under FIN 48: Part X, Line 2: LMEC is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code (the Code) and is exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. Tax-exempt organizations could be required to record an obligation for income taxes as the result of a tax position they have historically taken on various tax exposure items including unrelated business income or tax status. LMEC has evaluated the position taken on its filed tax returns. LMEC has concluded that no uncertain income tax positions exist at September 30, 2013. LMEC's tax years from 2011 through 2013 are potentially subject to examination. X X X X 1 1 0 0 0 0 0 0 1 1 Arthur Mombourquette 0 301502 0 11168 0 9529 0 34498 0 23548 0 380245 0 0 Richard M Shea 0 275378 0 28050 0 1955 0 31995 0 20654 0 358032 0 0 John L Brooks III 0 657784 0 56700 0 1429 0 0 0 37894 0 753807 0 0 Rick Markello 0 468919 0 48000 0 1890 0 19495 0 27548 0 565852 0 0 Maria Papola 0 282907 0 19699 0 0 0 0 0 35568 0 338174 0 0 Lisa Hogarty 0 354515 0 20000 0 1803 0 31995 0 16195 0 424508 0 0 Walter Armstrong 0 318478 0 85156 0 44672 0 12500 0 21282 0 482088 0 0 Dorothy Puhy 0 552350 0 117125 0 36733 0 0 0 36324 0 742532 0 0 Stuart J Novick Esq 0 415714 0 95000 0 128821 0 27500 0 27714 0 694749 0 0 John Aubrecht 0 325650 0 140888 0 1472 0 31995 0 22008 0 522013 0 0 Eric Buehrens 0 103861 0 0 0 602723 0 5600 0 27590 0 739774 0 0 Jeffrey S Flier MD 0 572911 0 0 0 9332 0 31995 0 19855 0 634093 0 0 Paul Levy 0 0 0 0 0 777205 0 0 0 9474 0 786679 0 0 Part I, Lines 4a-b Part I, Lines 4a-b: Line 4a: Paul F. Levy, former director of LMEC, served as President and Chief Executive Officer (CEO) of Beth Israel Deaconess Medical Center (BIDMC) until February 2, 2011. In his position as President & CEO for BIDMC and for his services provided in these roles, Mr. Levy received payments directly from BIDMC as well as from CareGroup, Inc., (CareGroup) the sole Member of BIDMC, an entity exempt from income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and a support organization of BIDMC. Other Reportable Compensation for Mr. Levy includes salary continuation payments paid during the calendar year 2012 in the amount of $777,205. Eric P. Buehrens served as the Interim President and Chief Executive Officer (CEO) of Beth Israel Deaconess Medical Center from February 2 to October 17, 2011, at which time he resumed the position of Chief Operating Officer (COO). Mr. Buehrens served as COO until January 5, 2012 and was employed by BIDMC until February 29, 2012. Other Reportable Compensation for Mr. Buehrens includes salary continuation payments paid during the calendar year 2012 in the amount of $568,612. Line 4b: Various individuals included in Form 990, Part VII, participate in or receive payment from a supplemental non-qualified plan sponsored by related organizations. Each individual's participation in those plans arise in their capacity as employees or officers of those related organizations and are not compensation for services rendered the LMEC. Only the individuals mentioned below participated in or received compensation from non-qualified plans. Descriptions of the related-party non-qualified plans are as follows: Children's Medical Center Corporation made contributions to the supplemental non-qualified retirement plan for the individual listed below. Contribution amounts are generally based on a percentage of compensation. Participants of the supplemental executive retirement plan are fully vested. All payments with respect to a participant's separation from service will be made in a single sum following the separation from service unless participant has elected to receive the accrued interest portion of his or her account in three annual installments. Stuart Novick received, during 2012, a contribution of $109,420. During the 2012 calendar year, Beth Israel Deaconess Medical Center (BIDMC) was a participating employer in the CareGroup, Inc. Annuity Retirement Plan which, under the definitions to this Form 990, is considered a supplemental nonqualified retirement plan. Participants received both currently taxable and deferred benefits from this plan. BIDMC also maintains an IRC Sec. 457 plan pursuant to which eligible employees can defer part of their compensation. This plan is strictly employee funded with no employer deferrals. Under the definitions to this Form 990, this plan is considered a supplemental non-qualified retirement plan. Amounts deferred by participants are included in Form 990 Schedule J Part II Column B(iii), Other Reportable Compensation, in accordance with the instructions to this Form 990. The following individuals received deferred compensation from the above-described non-qualified retirement plans: Eric Buehrens received, during 2012, combined payments of $39,094 Walter Armstrong received, during 2012, combined payments of $54,994 Dana Farber Cancer Institute (DFCI) offers a 457(f) retirement plan that provides an additional retirement savings opportunity to participants in the qualified DFCI retirement plan whose annual compensation exceeds the federal limit on allowable compensation ($250,000 limit in 2012). Taxable amounts are included as reportable compensation in Schedule J, Part II, Column (B)(iii): Dorothy Puhy received, during 2012, contributions of $25,794. Maria Papola received, during 2012, contributions of $2,886. Part I, Line 8 As noted elsewhere in this filing, Mr. John Aubrecht was paid by President and Fellows of Harvard College (Harvard) and leased to Longwood Medical Energy Collaborative, Inc. (LMEC) for his role as President and Executive Director of LMEC. Mr. Aubrecht commenced that role on September 7, 2010. Prior to commencing his employment, Mr. Aubrecht was not related to LMEC, Harvard, or to any of LMEC's other member organizations and as such all payments to Mr. Aubrecht are subject to the initial contract exception described in Treasury Regulations Section 53.4958-4(a)(3). Supplemental Information Part III Part I, Line 9: Mr. Aubrecht's compensation was set in advance by the LMEC Executive Committee, which serves as the LMEC compensation committee, using comparable compensation data gathered by an executive recruitment firm. The Executive Committee deliberations were documented in minutes, and the LMEC members approved the hiring and compensation of Mr. Aubrecht which approval was contemporaneously documented in minutes. The foregoing procedures are consistent with the rebuttable presumption procedure with the exception that the decision of the Executive Committee was not documented concurrently as described in Treasury Regulations Section 53.4958-6. Number of Employees: Form 990, Part V, Line 2b: During calendar year ended 2012, the Organization had no employees of its own. Rather, five individuals performed services to the Organization as "leased employees" from President and Fellows of Harvard College (Harvard). All appropriate tax forms were filed by Harvard for these individuals. Form 990, Part VI, Section A, line 2 The following groups of two or three individuals have business relationships with one another which arise from each set of individuals' mutual affiliation with one of LMEC's Member organizations: -- William Johnston, member of the Beth Israel Deaconess Medical Center, Inc. (BIDMC) governing board and Walter Armstrong, Senior Vice President Capital Engineering and Facilities of BIDMC -- G. Marshall Moriarty, member of Brigham & Women's Hospital, Inc. (BWH) governing board, Vincent McDermot, Vice President, Finance and Real Estate of BWH, and Arthur Mombourquette, Vice President, Support Services of BWH (director of LMEC through 10/17/12) -- Stephen R. Karp, member of Children's Medical Center's governing board, and Stuart J. Novick, Senior Vice President and General Counsel of Children's Hospital; -- John O'Connor, member of Dana-Farber Cancer Institute, Inc. (DFCI) governing board, Dorothy Puhy, Chief Operating Officer of DFCI, and Maria Papola, Vice President of Facilities Management and Real Estate of DFCI (Ms. Papola serves as an alternate DFCI representative to the LMEC governing board and may attend and vote at meetings in the absence of either of the directors appointed by DFCI); -- Lisa Hogarty, Vice President of Campus Services, Harvard University, and Richard Shea, Associate Dean for Physical Planning and Facilities at Harvard Medical School; and -- John L. Brooks, III, President and CEO of Joslin Diabetes Center, Inc. (Joslin) governing board, and Rick Markello, Chief Financial Officer of Joslin. Form 990, Part VI, Section A, line 4 The Organization changed its name from Harvard Medical Collaborative to Longwood Medical Energy Collaborative during the filing period and amended the Articles of Incorporation to reflect this change in March of 2013. Notification of the name change was submitted to the IRS via facsimile and US Express Mail in April of 2013. Form 990, Part VI, Section A, line 6 The Members of the Organization are Beth Israel Deaconess Medical Center, Inc., Brigham and Women's Hospital, Inc., The Children's Medical Center Corporation, Dana-Farber Cancer Institute, Inc., Joslin Diabetes Center, Inc., and President and Fellows of Harvard College. At any special or regular meeting the Members may increase the number of Members and elect new Members to complete the number so fixed by a vote of majority of the Members then in office; or they may decrease the number of Members, but only to eliminate vacancies caused by the resignation, removal, or disqualification of one or more Members. Membership in the Organization shall be limited to organizations that are exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Each Member shall continue to be a Member until it dissolves, resigns, is removed, or becomes disqualified. Form 990, Part VI, Section A, line 7a LMEC has six Member Corporations, each of which is a corporation that is exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Under the LMEC bylaws, each corporate Member appoints two directors to sit on the LMEC Governing Board, one from such Member's senior management and the other from the Member's governing board (except that President and Fellows of Harvard College, "Harvard," may appoint an alternate in lieu of a Member of the Harvard governing board), and each corporate Member may appoint an alternate to attend and vote at meetings of the Board of Directors in the absence of either of the directors it appoints. The bylaws provide that the Directors appointed by each Member jointly have one vote, and in the event of any disagreement between such directors, the vote of such Member shall be disregarded. An appointed Director may be suspended or removed with or without cause by the Member that appointed such director. Form 990, Part VI, Section A, line 7b The authority of the Directors to exercise the following powers is conditioned upon approval by two-thirds of the total of the Members: a. To add new Members b. To change capital call obligations of the Members, if any c. To refinance or approve any unbudgeted debt instruments, bonds, notes, or guarantees d. To enter into or renegotiate any mortgages on or security interest in the Corporation's real property or physical plant, except for those mortgages or material liens entered into pursuant to previously approved financings. e. To add new customers f. To change auditors g. To file for bankruptcy h. To employ or terminate employment of the chief executive officer or chief financial officer of the Corporation. i. To make material changes in the sale or repurchase of energy from third parties j. To approve or make material changes to any standard user contract In addition to these reserved powers, the Members shall have such other powers and rights as the Directors may designate. Form 990, Part VI, Section B, line 11 The Form 990, prepared by an independent public accounting firm, is reviewed by the President of Longwood Medical Energy Collaborative, Inc. ("LMEC"). The complete Form 990 is presented to the Audit Committee of LMEC for review and discussion. A copy of the complete return is then provided to each member of the LMEC Board of Directors prior to submission to the Internal Revenue Service. Form 990, Part VI, Section B, line 12c Longwood Medical Energy Collaborative, Inc. (LMEC) has a conflict of interest policy which establishes that directors, officers, and other necessary individuals have an ongoing duty to disclose the existence of financial interests which may result in a conflict of interest. To administer the conflict of interest policy, annually LMEC distributes a copy of the policy along with a conflict of interest form. The conflict of interest form must be returned by each such individual annually to affirm that he or she (i) has received a copy of the conflict of interest policy, (ii) has read and understands the policy, and (iii) has agreed to comply with the policy. Any activity that requires action under the conflict of interest policy is subject to review and action through the Board of Directors and the organization's general counsel. Pursuant to the conflict of interest policy, certain activities which could create conflicts of interest are prohibited while other types of relationships are permitted, subject to compliance with disclosure and recusal requirements. Form 990, Part VI, Section B, line 15a During calendar year 2012, Mr. John Aubrecht was paid by President and Fellows of Harvard College (Harvard) and leased to Longwood Medical Energy Collaborative, Inc. (LMEC) for his role as President and Executive Director of LMEC. Mr. Aubrecht commenced that role in September of 2010. The Executive Committee of LMEC serves as the Organization's Compensation Committee. The process for determining the annual compensation for LMEC's Executive Director included a comprehensive review by the Executive Committee. As part of the process of hiring Mr. Aubrecht as Executive Director, the Executive Committee consulted with senior human resources executives from two of the Member Organizations (BIDMC and Harvard) and hired an executive recruitment firm to gather comparable compensation data for experienced executives with energy business expertise and help set compensation limits. The Executive Committee reviewed and discussed the comparable compensation data and the proposed compensation terms for the Executive Director and approved the compensation arrangements for the Executive Director. The Executive Committee deliberations were documented in minutes, and the LMEC Member Organizations also ratified, approved and confirmed the hiring and compensation of the Executive Director which approval was contemporaneously documented in minutes. During the period covered by this filing, LMEC did not have any other officers or key employees that merited a compensation review process. Form 990, Part VI, Section C, line 19 The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. Director Compensation: Form 990, Part VII, Section A: A majority of the Organization's directors are compensated by related organizations, as they serve as representatives of the Organization's supported organizations. However, the compensation reported in Part VII of Form 990 does not represent compensation for the individuals' services in their capacity as officers or directors of Longwood Medical Energy Collaborative. Rather, this compensation reflects remuneration for services those individuals performed in their capacity as full-time employees of those related organizations. Alternate Board Members Form 990, Part VII, Section A: The Organization is listing in Part VII, Section A an alternate board member. According to the bylaws, alternate board members may be appointed by certain Member organizations of LMEC to have the power to vote on all matters that come before the governing body in the absence of a board member from their respective organization. Other Fees Form 990, Part IX, line 11g Energy Conservation and Efficiency Services: Program service expenses 723,282. Management and general expenses 0. Fundraising expenses 0. Total expenses 723,282. Financial Consulting: Program service expenses 0. Management and general expenses 834,839. Fundraising expenses 0. Total expenses 834,839. Oversight of Audit Form 990, Part XII, Line 2c: The Organization has an audit committee that performs general oversight of the audit process. The audit process has not changed from the prior year. Beth Israel Deaconess Medical Center Inc 330 Brookline Avenue Boston MA 02115 042103881 Tertiary Care Academic Medical Center MA 501(c)(3) Line 3 N/A 0 Joslin Diabetes Center Inc One Joslin Place Boston MA 02115 042203836 Education Research Healthcare Facility MA 501(c)(3) Line 3 N/A 0 Children's Medical Center Corporation 55 Shattuck Street Boston MA 02115 041174680 Management of Healthcare System MA 501(c)(3) Line 11, Type II N/A 0 President and Fellows of Harvard College 1033 Massachusetts Avenue 3rd Floor Cambridge MA 02138 042103580 Education MA 501(c)(3) Line 2 N/A 0 Dana Farber Cancer Institute Inc 450 Brookline Avenue Boston MA 02115 042263040 Education Research Healthcare Facility MA 501(c)(3) Line 7 N/A 0 Brigham & Women's Hospital Inc 75 Francis Street Boston MA 02115 042312909 Acute Care Teaching Hospital MA 501(c)(3) Line 3 N/A 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 0 0