Windfall Situations and Changes in the Environment. In the event that there is a Force Majeure Event, a material change in the environment in which the Eligible Recipients are operating their revenue cycles, or a material change in the laws and regulations that apply to Ascension Health, Supplier, or an individual Eligible Recipient which significantly impacts the economics of one or more of the Parties or frustrates the ability of a Party to perform its obligations hereunder, through no fault of its own, the applicable Party shall have the right to request that the other Party or Parties consider a fair and appropriate adjustment to the Operating Metrics Scorecard. Upon such request, Supplier and Ascension Health will discuss the impact associated with the change in circumstance, with the outcome to equitably reflect the impact on the Operating Metrics Scorecard. Examples of material matters that could affect one or more metrics on the Operating Metrics Scorecard performance include, but are not limited to, the following: • Payor bankruptcies. • Delayed implementation of agreed to rates between insurance company and Eligible Recipient. • Xxxxx initiated take backs and/or retrospective changes to previously adjudicated claims. • A pattern of services to patients for whom Eligible Recipient is not certified by a payor to bill for such services and thus not entitled to reimbursement. • Changes in accounting treatment (e.g., changes in netting policies on individual open patient accounts receivable balances). • Changes in Self-Pay Discounts and/or changes in Charity Policy. • Material shifts in gross charge pricing. • Material growth or decline in self pay population or patient residual balance after insurance. • Changes in accounts receivable write-off policies or Medicaid Pending aging policies • Changes in calculation method for bad debt reserve modeling. • Implementation of new systems outside the control of Supplier (e.g., new patient accounting system). • Regulatory changes, including changes to the ICD nomenclature (e.g., ICD-10). [*****] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. 163368663.3
Windfall Situations and Changes in the Environment. 8.1. In the event that there is a Force Majeure Event, a material change in the environment in which the Eligible Medical Groups are operating their revenue cycles, or a material change in the laws and regulations that apply to Ascension Health, Supplier, or an individual Eligible Medical Group which significantly affects the economics of one or more of the Parties or frustrates the ability of a party to perform its obligations hereunder, through no fault of its own, the applicable Party shall have the right to request that the other Party or Parties consider a fair and appropriate adjustment to portions of the EMG Base Fee. Upon such request, the Parties will, in good faith, discuss the costs associated with the change in circumstance, with the outcome to equitably reflect the incremental change in costs to deliver EMG Services.
8.2. Examples of matters that could trigger a request to adjust the EMG Base Fee include the following:
(i) Material changes in the form of reimbursement by commercial or government payors, including changes to a payment model such as an at-risk or partial or fully capitated system;
(ii) Changes in the Laws governing portions of provider processes in the revenue cycle such as the way medical treatments are reported (an example would be mandated changes to the medical coding that will result due to CMS’s requirement to implement ICD 11 or any subsequent material changes to the ICD nomenclature);
(iii) Changes in payer or state regulation that may affect the performance of any functions comprising or included in the EMG Services (e.g., financial clearance, transcription, coding, billing, and payer follow-up);
(iv) An Eligible Medical Group’s investment in or adoption of new technologies that affect the level of, or type of, work conducted in the revenue cycle (e.g., advances in EMR or CPOE technology that reduce the need for transcription services); and R1 RCM AND ASCENSION HEALTH CONFIDENTIAL Exhibit 2 Page 26 [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission.
(v) Any large-scale system, which shall include any patient accounting system (e.g., EPIC, Cerner/Siemens, Meditech, McKesson), is replaced or undergoes a vendor change or other fundamental or significant conversion or modification. R1 RCM AND ASCENSION HEALTH CONFIDENTIAL Exhibit 2 Page 27 [**] Indicates that text has been omitted which is the subj...
Windfall Situations and Changes in the Environment. 6.1 In the event that there is a Force Majeure Event, a material change in the environment in which IMH is operating its revenue cycles, or a material change in the laws and [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. regulations that apply to IMH or R1 that significantly affects the economics of one or more of the Parties or frustrates the ability of a Party to perform its obligations hereunder, through no fault of its own, there will be a fair and appropriate adjustment (increase or decrease) to portions of the Base Fee. Upon such request, the Parties will, in good faith, discuss the costs associated with the change in circumstance, with the outcome to equitably reflect the incremental change in costs to deliver the Services.
6.2 Examples of matters that could trigger an adjustment to the Base Fee include the following:
(i) Material changes in the form of reimbursement by commercial or government payors, including changes to a payment model such as an at-risk or partial or fully capitated system;
(ii) [**]
(iii) Changes to the IMH IT Environment, which results in a material [**] in the cost of revenue cycle operations.
Windfall Situations and Changes in the Environment. 6.1 In the event that there is a Force Majeure Event, a material change in the environment in which IMH is operating its revenue cycles, or a material change in the laws and regulations that apply to IMH or R1 that significantly affects the economics of one or more of the Parties or frustrates the ability of a Party to perform its obligations hereunder, through no fault of its own, there will be a fair and appropriate adjustment (increase or decrease) to portions of the Base Fee. Upon such request, the Parties will, in good faith, discuss the costs associated with the change in circumstance, with the outcome to equitably reflect the incremental change in costs to deliver the Services.
6.2 Examples of matters that could trigger an adjustment to the Base Fee include the following:
(i) Material changes in the form of reimbursement by commercial or government payors, including changes to a payment model such as an at-risk or partial or fully capitated system;
(ii) [**].
(iii) Changes to the IMH IT Environment, which results in a material [**] in the cost of revenue cycle operations. [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission.
Windfall Situations and Changes in the Environment. 10.1 In the event that there is a Force Majeure Event, a material change in the environment in which the Eligible Recipients are operating their revenue cycles, or a material change in the laws and regulations that apply to Ascension Health, Supplier, or an individual Eligible Recipient which significantly impacts the economics of one or more of the Parties or frustrates the ability of a party to perform its obligations hereunder, through no fault of its own, the applicable Party shall have the right to request that the other Party or Parties consider a fair and appropriate adjustment to portions of the Base Fee. Upon such request, the Parties will sit down and discuss the costs associated with the change in circumstance, with the outcome to equitably reflect the incremental change in costs to deliver the Services.
10.2 Examples of matters that could trigger a request to adjust the Base Fee include, but are not limited to the following:
(a) Material changes in the form of reimbursement by commercial or government payors, including changes to a capitated system.
(b) Changes in the laws governing portions of provider processes in the revenue cycle such as the way medical treatments are reported. An example is the mandated changes to the medical coding that will result due to CMS’s requirement to implement ICD-10.
(c) The Eligible Recipient’s investment in or adoption of new technologies that impact the level of, or type of, work conducted in the revenue cycle, e.g., advances in EMR or CPOE technology that reduces the need for transcription services.
Windfall Situations and Changes in the Environment. In the event that there is a Force Majeure Event, a material change in the environment in which the Eligible Medical Groups are operating their revenue cycles, or a material change in the laws and regulations that apply to Ascension, Supplier, or an individual Eligible Medical Group which significantly impacts the economics of one or more of the Parties or frustrates the ability of a Party to perform its obligations hereunder, through no fault of its own, the applicable Party shall have the right to request that the other Party consider a fair and appropriate adjustment to the Operating Metrics Scorecard. Upon such request, Supplier and Ascension will discuss the impact associated with the change in circumstance, with the outcome to equitably reflect the impact on the Operating Metrics Scorecard. Examples of material matters that could affect one or more metrics on the Operating Metrics Scorecard performance include, but are not limited to, the following:
