2017-08-14T16:19:17-05:00 2016-09-30 010464526 Baker Newman & Noyes LLC Box 507 Portland ME 04112 990 2015-10-01 043476764 Longwood Medical Energy Collaborative Inc LONG 6174321501 160 Longwood Avenue Boston MA 02115 Andrew H Cohn President & CEO 6174321501 2017-08-10 1 Nicholas E Porto P01310283 2078792100 2017-08-10 2015 2021-01-29 14:40:06Z Andrew H Cohn 160 Longwood Avenue Boston MA 02115 1992907 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. X 13 4 2 0 0 0 0 0 4108253 1992907 0 0 0 0 4108253 1992907 0 0 0 0 1671661 866365 0 0 0 2436592 1126542 4108253 1992907 0 0 1699528 462951 1349553 462951 349975 0 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 1930772 1992907 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. 1930772 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 1 0 1 0 0 0 1 X 9 0 1 2 1 0 0 0 0 0 0 0 0 0 0 X 13 4 1 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 MA X Andrew H Cohn 6174321501 160 Longwood Avenue Boston MA 02115 X Douglas Garron Director 1.00 60.00 X 0 267375 58749 Stephen R Karp Director 1.00 5.00 X 0 0 0 John O'Connor Director 1.00 1.00 X 0 0 0 Richard M Shea Director (part-year) 1.00 60.00 X 0 321588 54121 Peter Stroup Director 1.00 60.00 X 0 210568 50475 Maria Papola Megdal Alternate Director 1.00 50.00 X 0 413131 59357 Elizabeth H Gerlach Alternate Director 1.00 54.00 X 0 171036 44894 William Johnston Director 1.00 1.00 X 0 0 0 Eliot Lurier Director 1.00 39.00 X 0 290694 33895 John Pierro Director 1.00 50.00 X 0 173135 10129 G Marshall Moriarty Co-Chair 1.00 1.00 X X 0 0 0 Walter Armstrong Co-Chair 1.00 60.00 X X 0 420713 47612 Dorothy Puhy Treasurer 1.00 50.00 X X 0 826723 44076 Michele Garvin Clerk 1.00 55.00 X X 0 684399 49527 Andrew Cohn President & ED (eff 3/16) 60.00 0.00 X 0 0 0 John Aubrecht President & ED (end 4/16) 1.00 60.00 X 0 494038 56466 Stuart J Novick Esq Former Clerk 0.00 0.00 X 0 172953 0 0 4446353 509301 0 1 1 0 WilmerHale 60 State Street Boston MA 02109 Legal Services 325447 Ropes & Gray LLP 800 Boylston Street Boston MA 02199 Legal Services 162639 Harvard Medical School 1033 Massachusetts Avenue Third Boston MA 02138 Management Services 124214 3 Support from Members 541610 1992907 1992907 1992907 1992907 1992907 0 0 X 672318 672318 194047 194047 124214 124214 546885 546885 47451 47451 350084 350084 12939 12939 27900 27900 8511 8511 3173 3173 3000 3000 2385 2385 1992907 1930772 62135 0 1384370 351854 303995 83430 11163 27667 1699528 462951 488974 85822 34502 163799 826077 213330 1349553 462951 X 349975 0 349975 0 1699528 462951 X 0 -349975 X X 0 1 X 1 0 X X 6 Beth Israel Deaconess Medical Center Inc 042103881 3 1 425723 0 Joslin Diabetes Center Inc 042203836 3 1 50089 0 Children's Hospital Corporation 042774441 3 1 559695 0 President and Fellows of Harvard College 042103580 2 1 460976 0 Dana Farber Cancer Institute Inc 042263040 7 1 324781 0 Brigham & Women's Hospital Inc 042312909 3 1 521618 0 6 2342882 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 Schedule A, Part I, Line 11g, Column v: The amount of support listed Schedule A, Part I, Line 11g, Column v 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 to or for the benefit of the supported organizations in carrying out LMEC's exempt mission on behalf of its supported organizations. Schedule A, Part IV, Section B, Line 1: LMEC has six (6) 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 governing documents, each 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 the President and Fellows of Harvard College may appoint an alternate in lieu of a Member of their 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. 0 Due to Harvard Medical School 213330 213330 X 1992907 0 1992907 0 1992907 1992907 0 1992907 0 1992907 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, 2016. LMEC's tax years from 2013 through 2016 are potentially subject to examination. X X X X 0 1 0 0 0 0 0 0 1 1 Douglas Garron Director 0 259584 0 5000 0 2791 0 34142 0 24607 0 326124 0 0 Richard M Shea Director (part-year) 0 289672 0 29331 0 2585 0 33825 0 20296 0 375709 0 0 Peter Stroup Director 0 204058 0 4100 0 2410 0 26731 0 23744 0 261043 0 0 Maria Papola Megdal Alternate Director 0 344212 0 56800 0 12119 0 37800 0 21557 0 472488 0 0 Elizabeth H Gerlach Alternate Director 0 170365 0 0 0 671 0 16639 0 28255 0 215930 0 0 Eliot Lurier Director 0 286608 0 0 0 4086 0 0 0 33895 0 324589 0 0 John Pierro Director 0 120108 0 55250 0 -2223 0 0 0 10129 0 183264 0 0 Walter Armstrong Co-Chair 0 300799 0 86336 0 33578 0 23850 0 23762 0 468325 0 0 Dorothy Puhy Treasurer 0 623827 0 150552 0 52344 0 37800 0 6276 0 870799 0 0 Michele Garvin Clerk 0 476599 0 131700 0 76100 0 21200 0 28327 0 733926 0 0 John Aubrecht President & ED (end 4/16) 0 342539 0 148780 0 2719 0 33825 0 22641 0 550504 0 0 Stuart J Novick Esq Former Clerk 0 0 0 0 0 172953 0 0 0 0 0 172953 0 0 Part I, Line 4b 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 to 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 Hospital 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. Michele Garvin, received in 2015, a contribution of $41,655. Stuart Novick, received in 2015, a supplemental executive retirement plan distribution of $171,997 which was included in Box 5 of his W-2 and further reported on Schedule J, Part II, Column B(iii). During the 2015 calendar year, Beth Israel Deaconess Medical Center was a participating employer in the Beth Israel Deaconess Medical Center 457(b) Plan. Pursuant to these plans, eligible employees receive certain retirement benefits and/or can defer part of their compensation. Under the definitions to this Form 990, the plan is considered a supplemental nonqualified retirement plan. The following individuals received deferred compensation from the above-described non-qualified retirement plans: Walter Armstrong received, during 2015, combined payments of $31,400 Dana Farber Cancer Institute (DFCI) offers a 457(f) retirement plan which is a nonqualified 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 ($265,000 limit in 2015). Taxable amounts are included as reportable compensation in Schedule J, Part II, Column (B)(iii): Dorothy Puhy received, during 2015, contributions of $45,288. Maria Papola Megdal received, during 2015, contributions of $11,250. 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). Mr. Aubrecht served as President and Executive Director of LMEC until April 4, 2016. 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. Mr. Aubrecht served as President and Executive Director of LMEC until April 4, 2016. FY 2012 Budget Surplus 2016-07-28 64010 Book Value 042103881 Beth Israel Deaconess Medical Center Inc 330 Brookline Avenue Boston MA 02115 3 FY 2012 Budget Surplus 2016-07-28 7839 Book Value 042203836 Joslin Diabetes Center Inc One Joslin Place Boston MA 02115 3 FY 2012 Budget Surplus 2016-07-28 78009 Book Value 042774441 Children's Hospital Corporation 300 Longwood Avenue Boston MA 02115 3 FY 2012 Budget Surplus 2016-07-28 70765 Book Value 042103580 President and Fellows of Harvard College 1033 Massachusetts Avenue 3rd Cambridge MA 02138 3 FY 2012 Budget Surplus 2016-07-28 53546 Book Value 042263040 Dana Farber Cancer Institute Inc 450 Brookline Avenue Boston MA 02115 3 FY 2012 Budget Surplus 2016-07-28 75805 Book Value 042312909 Brigham & Women's Hospital Inc 75 Francis Street Boston MA 02115 3 0 0 0 0 Schedule N, Part II During FY 2012 Longwood Medical Energy Collaborative (LMEC) had a budget surplus of $349,975, which by vote by its board of directors, was approved to be reimbursed to all members of LMEC in the proportion by which contributions were made in FY 2012. Form 990, Part V, Line 2b: Number of Employees: During calendar year ended 2015, the Organization had no employees of its own. Rather, two 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, Walter Armstrong, Senior Vice President Capital Engineering and Facilities of BIDMC, and Elizabeth Gerlach, Deputy General Counsel of BIDMC (Ms. Gerlach serves as an alternate BIDMC representative to the LMEC governing board and may attend and vote at meetings in the absence of either of the directors appointed by BIDMC); -- G. Marshall Moriarty, member of Brigham & Women's Hospital, Inc. (BWH) governing board and John Pierro, Senior Vice President, Facilities and Operations of BWH; -- Stephen R. Karp, member of Children's Hospital's governing board and Michele Garvin, 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, Executive VP and Chief Operating Officer of DFCI, and Maria Papola Megdal, Vice President, Facilities Management and Real Estate of DFCI (Ms. Papola Megdal 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); and -- Douglas Garron, Managing Director of Energy and Facilities of Harvard University, Peter Stroup, Director of Facilities of Harvard Univeristy, and Richard Shea, Associate Dean for Campus Planning and Facilities at Harvard Medical School. Form 990, Part VI, Section A, line 4 Section 2.1 of Longwood Medical Energy Collaborative, Inc.'s (LMEC) bylaws were amended to substitute The Children's Hospital Corporation for The Children's Medical Center Corporation as a Member of LMEC. 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., 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 ongwood 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 2015, 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 fiscal year covered by this return, the Organization's President and Executive Director, John Aubrecht, left the organization in April of 2016. Andrew Cohn assumed responsibilities as the Organization's President and Executive Director as effectuated by a signed consulting contract agreement with the Organization. The contract was approved by the Organization's Board of Directors. 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. Form 990, Part VII, Section A: Director Compensation: 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. Form 990, Part VII, Section A: Alternate Board Members The Organization is listing in Part VII, Section A two alternate board members. 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. Form 990, Part VII, Section A: During the fiscal year covered by this return, the Organization's President and Executive Director, John Aubrecht, left the organization in April of 2016. Andrew Cohn assumed responsibilities as the Organization's President and Executive Director as effectuated by a signed consulting contract agreement with the Organization. IRS instructions stipulate that Form 990, Part VII compensation be reported on for the calendar year ending within the organization's fiscal year. LMEC's fiscal year covered by this return is for the period ending September 30, 2016 with a calendar year ending within this fiscal year of December 31, 2015. Therefore, in accordance with IRS instructions, Mr. Cohn has no compensation reported in Form 990, Part VII as his tenure with the Organization commenced in 2016. LMEC's 2016 Form 990, Part VII will disclose Mr. Cohn's compensation. Form 990, Part IX, line 11g Energy Conservation and Efficiency Services: Program service expenses 350,084. Management and general expenses 0. Fundraising expenses 0. Total expenses 350,084. Form 990, Part XI, line 9: Distributions to members -349,975. Form 990, Part XII, Line 2c: Oversight of Audit 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 Hospital Corporation 300 Longwood Avenue Boston MA 02115 042774441 Education Research Healthcare Facility MA 501(c)(3) Line 3 Children's Medical Center Corp 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 1 0