2012-08-14T10:41:07-05:00 2011-09-30 Baker Newman & Noyes LLC Box 507 Portland ME 04112 990 2010-10-01 043476764 Harvard Medical Collaborative Inc HARV 6174321501 25 Shattuck Street Boston MA 02115 John Aubrecht 6174321501 2012-08-13 1 Nicholas E Porto 2078792100 2010 2016-02-24 21:20:13Z John Aubrecht 25 Shattuck Street Boston MA 02115 3173329 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. 11 3 0 0 0 0 45383 0 308055 3173329 0 0 0 0 353438 3173329 0 0 0 0 0 872003 0 0 0 308055 2301326 308055 3173329 45383 0 308055 1270216 308055 1270216 0 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 3081579 3173329 Harvard Medical 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. 3081579 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 11 3 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 0 0 1 0 0 MA X Cheryl O'Toole 6174323289 25 Shattuck Street Boston MA 02115 X David Ting 1.00 X 0 0 0 Arthur Mombourquette 1.00 X 0 335666 55632 Stephen R Karp 1.00 X 0 0 0 John O'Connor 1.00 X 0 0 0 Richard G Mills 1.00 X 0 334284 55627 Richard M Shea 1.00 X 0 272878 50370 John L Brooks III 1.00 X 0 0 0 Rick Markello 1.00 X 0 224526 13028 Eric Buehrens 1.00 X X 0 742437 56364 G Marshall Moriarty 1.00 X X 0 0 0 Dorothy Puhy 1.00 X X 0 559483 92156 Stuart J Novick Esq 1.00 X X 0 668306 75269 John Aubrecht 60.00 X 0 217450 16354 Jeffrey S Flier MD 0.00 X 0 559999 49870 Joseph B Martin MD 0.00 X 0 311706 37121 Paul Levy 0.00 X 0 789902 55178 0 5016637 556969 0 1 1 0 WilmerHale 60 State Street Boston MA 02109 Legal Services 551672 Ropes & Gray LLP 800 Boylston Street Boston MA 021993600 Legal Services 210170 Waldron Engineering & Construction Inc 37 Industrial Drive Suite G-1 Exeter NH 03833 Energy Consulting 195543 Energy Options Consulting Group LLC One Overton Park 3625 Cumberland B Atlanta GA 30339 Energy Consulting 180665 Harvard Medical School 1033 Massachusetts Avenue Third Cambridge MA 02138 Management Services 132870 5 Support from Members 541610 3173329 3173329 3173329 3173329 3173329 0 0 648494 648494 223509 223509 132870 106870 26000 1225908 1225908 20750 20750 792833 747833 45000 69188 69188 56711 56711 2867 2867 199 199 3173329 3081579 91750 0 0 351029 10417 308055 908770 308055 1270216 744565 308055 525651 308055 1270216 X 0 0 0 0 308055 1270216 0 0 X X 0 1 1 X 0 X X X 0 0 0 Beth Israel Deaconess Medical Center Inc 042103881 501(c)(3) 1 1 1 596585 Joslin Diabetes Center Inc 042203836 501(c)(3) 1 1 1 64418 Children's Medical Center Corporation 041174680 501(c)(3) 1 1 1 720346 President and Fellows of Harvard College 042103580 501(c)(3) 1 1 1 617212 Dana Farber Cancer Institute Inc 042263040 501(c)(3) 1 1 1 460768 Brigham & Women's Hospital Inc 042312909 501(c)(3) 1 1 1 714000 6 3173329 0 Due from Children's Medical Center Corp. 362534 Due from Dana-Farber Cancer Institute, Inc. 231895 Due from Brigham & Women's Hospital, Inc. 147889 Due from Harvard Medical School 127840 Due from Beth Israel Deaconess Medical Center, Inc. 34849 Due from Joslin Diabetes Center, Inc. 3763 908770 Due to Harvard Medical School 510651 Due to Beth Israel Deaconess Medical Center 15000 525651 3173329 3173329 0 0 0 3173329 0 3173329 0 3173329 3173329 0 3173329 0 3173329 Description of Uncertain Tax Positions Under FIN 48: Part X: Harvard Medical Collaborative (HMC) 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. HMC has evaluated the position taken on its filed tax returns. HMC has concluded that no uncertain income tax positions exist at September 30, 2011. HMC's tax years from 2009 through 2011 are potentially subject to examination. X X X X 0 1 0 0 0 0 0 0 1 1 Arthur Mombourquette 0 300050 0 28840 0 6776 0 33865 0 21767 0 391298 0 0 Richard G Mills 0 306771 0 25000 0 2513 0 31410 0 24217 0 389911 0 0 Richard M Shea 0 250826 0 20000 0 2052 0 31410 0 18960 0 323248 0 0 Rick Markello 0 149526 0 75000 0 0 0 0 0 13028 0 237554 0 0 Eric Buehrens 0 542837 0 151041 0 48559 0 12250 0 44114 0 798801 0 0 Dorothy Puhy 0 473160 0 38148 0 48175 0 54550 0 37606 0 651639 0 0 Stuart J Novick Esq 0 394294 0 152782 0 121230 0 50900 0 24369 0 743575 0 0 John Aubrecht 0 96138 0 120870 0 442 0 9875 0 6479 0 233804 0 0 Jeffrey S Flier MD 0 550858 0 0 0 9141 0 31410 0 18460 0 609869 0 0 Joseph B Martin MD 0 297430 0 0 0 14276 0 31410 0 5711 0 348827 0 0 Paul Levy 0 727749 0 0 0 62153 0 23039 0 32139 0 845080 0 0 Part I, 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 HMC. 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 2010, a contribution of $102,720 During the 2010 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: Paul Levy received, during 2010, combined payments of $58,176 Eric Buehrens received, during 2010, combined payments of $58,188 Dana Farber Cancer Institute provides eligible employees the right to participate in a 457(f) plan; taxable amounts are included as reportable compensation in Schedule J, Part II, Column (B)(iii): Dorothy Puhy received, during 2010, contributions of $19,465 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 Harvard Medical Collaborative, Inc. (HMC) for his role as President and Executive Director of HMC. Mr. Aubrecht commenced that role on September 7, 2010. Prior to commencing his employment, Mr. Aubrecht was not related to HMC, Harvard, or to any of HMC'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 HMC Executive Committee, which serves as the HMC compensation committee, using comparable compensation data gathered by an executive recruitment firm. The Executive Committee deliberations were documented in minutes, and the HMC 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. Gretchen May Related to Board Member of HMC 35389 Compensation for services as a leased employee of HMC 0 Form 990, Part VI, Section A, line 2 The following pairs of individuals have business relationships with one another which arise from each set of individuals' mutual affiliation with one of HMC's Member organizations: -- David Ting, member of the Beth Israel Deaconess Medical Center, Inc. (BIDMC) governing board, and Eric Buehrens, Executive Vice President and COO of BIDMC; -- G. Marshall Moriarty, member of Brigham & Women's Hospital, Inc. (BWH) governing board, and Arthur Mombourquette, Vice President, Support Services of BWH; -- 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, and Dorothy Puhy, Executive Vice President and Chief Financial Officer of DFCI; -- Richard Mills, Executive Dean for Administration of Harvard Medical School (Harvard), and Richard Shea, Associate Dean for Physical Planning and Facilities at Harvard; and -- John L. Brooks, III, member of Joslin Diabetes Center, Inc. (Joslin) governing board, and Rick Markello, Chief Financial Officer of Joslin. 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 HMC 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 HMC bylaws, each corporate Member appoints two directors to sit on the HMC 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). 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 Harvard Medical Collaborative, Inc. ("HMC"). The complete Form 990 is presented to the Audit Committee of HMC for review and discussion. A copy of the complete return is then provided to each member of the HMC Board of Directors prior to submission to the Internal Revenue Service. Form 990, Part VI, Section B, line 12c Harvard Medical Collaborative, Inc. (HMC) 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 HMC 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 2010, Mr. John Aubrecht was paid by President and Fellows of Harvard College (Harvard) and leased to Harvard Medical Collaborative, Inc. (HMC) for his role as President and Executive Director of HMC. Mr. Aubrecht commenced that role in September of 2010. The Executive Committee of HMC serves as the Organization's Compensation Committee. The process for determining the annual compensation for HMC'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 HMC 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, HMC 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. 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 Harvard Medical Collaborative. Rather, this compensation reflects remuneration for services those individuals performed in their capacity as full-time employees of those related organizations. Oversight of Audit Form 990, Part XII, Line 2c: In prior years, the Organization had their financial statements reviewed by an independent accounting firm. For the current filing period, the Organization received a full audit. The Organization has an audit committee that performs general oversight of the audit process. Number of Employees: Form 990, Part V, Line 2a: During calendar year ended 2010, 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. Written Whistleblower & Document Retention and Destruction Policy: Form 990, Part VI, Line 13 & 14: Currently, the Organization does not have a written whistleblower or document retention and destruction policy of its own. However, the Organization is guided by Harvard Medical School's written policies for these procedures. The Organization's board of directors is currently considering adopting whistleblower and document retention and destruction policies of its own. Form 990, Part VI, Line 8b: Currently, HMC contemporaneously documents meetings held and written actions undertaken by its Executive Committee, which has the authority to act on behalf of its governing body, the HMC Board of Directors. During the period covered by this filing, the HMC Executive Committee documented its written actions contemporaneously. Minutes of the HMC Executive Committee (which were held primarily as planning meetings at which binding corporate resolutions were very rarely taken) were recorded but not adopted contemporaneously. 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 11b, 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 1 0 1 1 1 1 0 0 0