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Settlement agreement: United States and Carson Tahoe Health System, Carson Tahoe Physician Clinics and Carson Tahoe Continuing Care Hospital (PPP)

Summary

A settlement agreement among the United States (acting through the Department of Justice on behalf of the SBA), Carson Tahoe Health System, Carson Tahoe Physician Clinics and Carson Tahoe Continuing Care Hospital (the Defendants), and GNGH2, Inc. as Relator. The recitals describe three First Draw PPP loans disbursed on or about May 6, 2020, in the amounts of $2,095,980, $2,346,499 and $634,532, and a Second Draw loan of $2,000,000. The United States contends that Defendants were not eligible under SBA's affiliation rules, 13 CFR § 121.301(f)(1), and that the loss to the United States was $7,267,008.97. Carson Tahoe Health System agrees to pay $8,876,475.45, of which $7,267,009 is restitution, and the agreement is neither an admission of liability nor a concession by the United States.

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Cite this document

“Settlement agreement: United States and Carson Tahoe Health System, Carson Tahoe Physician Clinics and Carson Tahoe Continuing Care Hospital (PPP).” Original at www.justice.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/settlement-agreement-united-states-and-carson-tahoe-health-system-cars-cca123aa67/, SHA-256 b807c15da2b85c87af0cd2cd7500d5bfd6272901f7e5e6d51646a0e228bda93c.

Full text

                             SETTLEMENT AGREEMENT

       This Settlement Agreement (“Agreement”) is entered into among the United

States of America, acting through the United States Department of Justice and on behalf

of the United States Small Business Administration (“SBA”), (collectively, the “United

States”), Carson Tahoe Health System, Carson Tahoe Physician Clinics, and Carson

Tahoe Continuing Care Hospital, (collectively, “Defendants”), and GNGH2, Inc.

(“Relator”), (collectively referred to as “the Parties”) through their authorized

representatives.

                                        RECITALS

       A.      Carson Tahoe Health System is Nevada non-profit corporation and located

at 1600 Medical Pkwy, Carson City, Nevada 89703.

       B.      Carson Tahoe Physician Clinics (doing business as Carson Tahoe Medical

Group) is a Nevada corporation located in Carson City, Nevada.

       C.      Carson Tahoe Continuing Care Hospital is a Delaware non-profit

corporation located in Carson City, Nevada.

       D.      Carson Tahoe Health System currently and wholly owns University of

Utah Health Regional Network, LLC; Carson Tahoe Regional Health Care; Carson Tahoe

Physician Clinics (which will convert to CTH Physician Clinics, Inc., in January 2025);

Carson Tahoe Physician Hospital Organization, LLC; Carson Tahoe Continuing Care

Hospital; and Carson Tahoe Radiation Oncology Associates, LLP.

       E.      On or about April 14, 2020, Carson Tahoe Health System submitted to

U.S. Bank three applications for Small Business Administration loans under the

Paycheck Protection Program (“PPP”), enacted by Section 1102 of the CARES Act, Pub.
L. No. 116-136 (March 27, 2020). The applications requested “First Draw” PPP loans on

behalf of each of the three Defendants: Carson Tahoe Physician Clinics’ application

requested $2,095,980; Carson Tahoe Health System’s application requested $2,346,499;

and Carson Tahoe Continuing Care Hospital’s application requested $634,533.

        F.    On or about May 6, 2020, U.S. Bank disbursed PPP loan number

6870807206 to Carson Tahoe Physician Clinics in the amount of $2,095,980 (the “CTPC

First Draw Loan”). The United States paid an estimated $20,959.80 in lender fees to U.S.

Bank in connection with its processing and disbursement of CTPC First Draw Loan.

        G.    On or about May 6, 2020, U.S. Bank disbursed PPP loan number

7060757207 to Carson Tahoe Health System in the amount of $2,346,499 (the “Health

System Loan”). The United States paid an estimated $23,464.99 in lender fees to U.S.

Bank in connection with its processing and disbursement of the Health System Loan.

        H.    On or about May 6, 2020, U.S. Bank disbursed PPP loan number

6857007208 to Carson Tahoe Continuing Care Hospital in the amount of $634,532 (the

“Continuing Care Loan”). The United States paid an estimated $19,035.96 in lender fees

to U.S. Bank in connection with its processing and disbursement of the Continuing Care

Loan.

        I.    On or about November 1, 2020, Carson Tahoe Health System submitted

loan forgiveness applications for the CTPC First Draw Loan, the Health System Loan,

and the Continuing Care Loan.

        J.    Pursuant to Carson Tahoe Health System’s loan forgiveness application,

on or about December 3, 2020, SBA remitted to U.S. Bank the principal loan amount of

$634,532 for the Continuing Care Loan, plus interest in the amount of $3,701. The



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United States therefore paid a total of $657,268.96 in connection with the Continuing

Care Loan, comprised of $634,532 in loan principal, $19,035.96 in lenders fees, and

$3,701 in interest.

       K.      Pursuant to Carson Tahoe Health System’s loan forgiveness application,

on or about June 8, 2021, SBA remitted to U.S. Bank the principal loan amount of

$2,095,980 for the CTPC First Draw Loan, plus interest in the amount of $23,172. The

United States therefore paid a total of $2,140,111.80 in connection with the CTPC First

Draw Loan, comprised of $2,095,980 in loan principal, $20,959.80 in lenders fees, and

$23,172 in interest.

       L.      Pursuant to Carson Tahoe Health System’s loan forgiveness application,

on or about June 8, 2021, SBA remitted to U.S. Bank the principal loan amount of

$2,346,499 for the Health System Loan, plus interest in the amount of $25,942. The

United States therefore paid a total of $2,395,905.99 in connection with the Health

System Loan, comprised of $2,346,499 in loan principal, $23,464.99 in lenders fees, and

$25,942 in interest.

       M.      On or about February 16, 2021, Carson Tahoe Health System submitted to

U.S. Bank a “Second Draw” PPP loan application for Carson Tahoe Physician Clinics.

This application requested a PPP loan for $2,000,000. On or about March 13, 2021, U.S.

Bank disbursed PPP loan number 2078288602 to Carson Tahoe Physician Clinics in the

amount of $2,000,000 (“CTPC Second Draw Loan”). The United States paid an

estimated $60,000 in lenders fees to U.S. Bank in connection with its processing and

disbursement of CTPC Second Draw Loan.




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       N.      On or about September 22, 2021, Carson Tahoe Health System submitted

a loan forgiveness application for the CTPC Second Draw Loan.

       O.      Pursuant to Carson Tahoe Health System’s loan forgiveness application,

on or about November 24, 2021, SBA remitted to U.S. Bank the principal loan amount of

$2,000,000 for the CTPC Second Draw Loan, plus interest in the amount of $13,722.22.

The United States paid a total of $2,073,722.22 in connection with the CTPC Second

Draw Loan, comprised of $2,000,000 in loan principal, $60,000 in lenders fees, and

$13,722.22 in interest.

       P.      On July 11, 2023, Relator filed a qui tam action in the United States

District Court for the Eastern District of California captioned United States ex rel.

GNGH2, Inc. v. Carson Tahoe Physician Clinics, Case No. 2:23-cv-1361 KJM CKD (the

“Civil Action”), pursuant to the qui tam provisions of the False Claims Act, 31 U.S.C. §

3730(b). Relator alleged that Carson Tahoe Physician Clinics unlawfully applied for and

received the CTPC First Draw Loan and the CTPC Second Draw Loan and made false

certifications in the associated loan applications.

       Q.      The United States contends that it has certain civil claims against

Defendants arising out of the Carson Tahoe Health System applying for and receiving

disbursement of, and receiving forgiveness of the CTPC First Draw Loan, the CTPC

Second Draw Loan, the Health System Loan, and the Continuing Care Loan. The United

States contends that Defendants were not eligible to receive the PPP loans under SBA’s

affiliation rules, 13 CFR § 121.301(f)(1). The United States contends that Defendants’

receipt of the CTPC First Draw Loan, the CTPC Second Draw Loan, the Health System

Loan, and the Continuing Care Loan when they were ineligible resulted in a loss to the



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United States in the total amount of $7,267,008.97. That conduct is referred to below as

the “Covered Conduct.”

       R.      This Settlement Agreement is neither an admission of liability by

Defendants, nor a concession by the United States that its claims are not well founded.

       S.      Relator claims entitlement to a share of a portion of the proceeds of this

Settlement Agreement under 31 U.S.C. § 3730(d). Relator waives any entitlement to its

statutory attorneys’ fees, costs, and expenses pursuant to 31 U.S.C. § 3730(d)(2).

       To avoid the delay, uncertainty, inconvenience, and expense of protracted

litigation of the above claims, and in consideration of the mutual promises and

obligations of this Settlement Agreement, the Parties agree and covenant as follows:

                             TERMS AND CONDITIONS

       1.      Carson Tahoe Health System shall pay to the United States a total of

$8,876,475.45 (“Settlement Amount”), of which $7,267,009 is restitution for the Covered

Conduct, by electronic funds transfer pursuant to written instructions provided by the

United States Attorney’s Office for the Eastern District of California, by no later than 14

days after execution of this Agreement.

       2.      The United States agrees to pay Relator $765,754.61 of the Settlement

Amount identified in Paragraph 1 conditioned upon the United States receiving the

Settlement Amount and as soon as practicable after receipt. No other relator share

payments shall be made by the United States with respect to matter covered by this

Agreement.

       3.      In the event that any of the Defendants fail to satisfy the payment

obligations set forth in Paragraph 1, any such party (the “Defaulting Party”) shall be in



                                             5
Default of its payment obligations (“Default”). Upon Default, the United States will

provide the Defaulting Party, through its legal counsel or other representative previously

designated by the Defaulting Party, by electronic mail a written Notice of Default, and

the Defaulting Party shall have an opportunity to cure such Default within three business

days from the date the Notice of Default is sent by counsel for the United States. If the

Defaulting Party fails to cure the Default within three business days from the date the

Notice of Default is sent by the United States, the settlement amount noted above shall

become immediately due and payable, and interest on such amount shall accrue at the

rate of 10 percent per annum, compounded daily from the date of Default.

       4.      At its sole option, in the event of uncured Default as defined above, the

United States alternatively may rescind this Agreement as to the defaulting Defendant

and bring any civil and/or administrative claim, action, or proceeding against the

defaulting Defendant for the claims that would otherwise be covered by the releases

provided herein. If the United States opts to rescind this Agreement in the event of

uncured Default as defined above, Defendants agree not to plead, argue, or otherwise

raise any defenses of statute of limitations, laches, estoppel or similar theories, to any

civil or administrative claims that are (a) filed by the United States against Defendants

within 180 days of written notification that this Agreement has been rescinded, and (b)

relate to the Covered Conduct.

       5.      Subject to the exceptions in Paragraph 9 (concerning reserved claims)

below, and upon the United States’ receipt of the Settlement Amount outlined above, the

United States releases Defendants from any civil or administrative monetary claim the




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United States has for the Covered Conduct under the common law theories of mistaken

payment and unjust enrichment.

       6.      Subject to the exceptions in Paragraph 9 (concerning reserved claims), and

upon the United States’ receipt of the Settlement Amount, Relator, for itself and its heirs,

successors, attorneys, agents, and assigns, releases Defendants from any civil monetary

claim that Relator has on behalf of the United States for the Covered Conduct under the

False Claims Act, 31 U.S.C. §§ 3729-3733. Relator also releases any claims to statutory

attorneys’ fees, costs, and expenses pursuant to 31 U.S.C. § 3730(d)(2).

       7.      Conditioned upon the United States’ payment of the Relator’s share set

forth in Paragraph 2 above, Relator, for itself individually and its heirs, successors,

agents, and assigns, fully and finally releases, waives and forever discharges the United

States, its officers, agents, and employees, from any claims arising from or relating to 31

U.S.C. § 3730, from any claims arising from the filing of the Civil Action, and from any

claims to a share of the proceeds of this Agreement, in full settlement of any claims the

Relator may have under this Agreement.

       8.      The Parties agree that if this Agreement is held by a court not to be “fair,

adequate, and reasonable,” as required by 31 U.S.C. § 3730(c)(2)(B), or if the Complaint

is not dismissed with prejudice, this Agreement is null and void.

       9.      Notwithstanding the releases given in Paragraph 5 of this Agreement, or

any other term of this Agreement, the following claims and rights of the United States are

specifically reserved and are not released:

                   a. Any liability arising under the False Claims Act, 31 U.S.C. §§

                       3729-3733;



                                              7
                  b. Any liability arising under Title 26, U.S. Code (Internal Revenue

                      Code);

                  c. Any criminal liability;

                  d. Except as explicitly stated in this Agreement, any administrative

                      liability or enforcement right, including the suspension and

                      debarment rights of any federal agency;

                  e. Any liability to the United States (or its agencies) for any conduct

                      other than the Covered Conduct;

                  f. Any liability based upon obligations created by this Agreement;

                      and

                  g. Any liability of individuals.

       10.     Relator and its heirs, successors, attorneys, agents, and assigns shall not

object to this Agreement but agree and confirm that this Agreement is fair, adequate, and

reasonable under all the circumstances, pursuant to 31 U.S.C. § 3730(c)(2)(B), and

expressly waives the opportunity for a hearing on any such objection, pursuant to 31

U.S.C. § 3730(c)(2)(B).

       11.     Defendants waive and shall not assert any defenses they may have to any

criminal prosecution or administrative action relating to the Covered Conduct that may be

based in whole or in part on a contention that, under the Double Jeopardy Clause in the

Fifth Amendment of the Constitution, or under the Excessive Fines Clause in the Eighth

Amendment of the Constitution, this Agreement bars a remedy sought in such criminal

prosecution or administrative action.




                                             8
       12.     Defendants fully and finally release the United States, its agencies,

officers, agents, employees, and servants, from any claims (including attorneys’ fees,

costs, and expenses of every kind and however denominated) that they have asserted,

could have asserted, or may assert in the future against the United States, its agencies,

officers, agents, employees, and servants, related to the Covered Conduct or the United

States’ investigation or prosecution thereof. Defendants hereby expressly waive all rights

they may have by virtue of Section 1542 of the California Civil Code, which provides:

       A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
       CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
       EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
       RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
       MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
       DEBTOR OR RELEASED PARTY.


       13.     a.      Unallowable Costs Defined: All costs (as defined in the Federal

Acquisition Regulation, 48 C.F.R. § 31.205-47) incurred by or on behalf of Defendants,

and its present or former officers, directors, employees, shareholders, and agents in

connection with:

                       (1)     the matters covered by this Agreement;

                       (2)     the United States’ audit(s) and civil investigation(s) of the

                               matters covered by this Agreement;

                       (3)     Defendants’ investigation, defense, and corrective actions

                               undertaken in response to the United States’ audit(s) and

                               civil investigation(s) in connection with the matters

                               covered by this Agreement (including attorneys’ fees);

                       (4)     the negotiation and performance of this Agreement; and



                                              9
                       (5)     any payments Defendants make to the United States

                               pursuant to this Agreement and any payments that

                               Defendants may make to Relator, including costs and

                               attorney’s fees,

are unallowable costs for government contracting purposes (hereinafter referred to as

“Unallowable Costs”).

               b.      Future Treatment of Unallowable Costs: Unallowable Costs will

be separately determined and accounted for by Defendants, and Defendants shall not

charge such Unallowable Costs directly or indirectly to any contract with the United

States.

               c.      Treatment of Unallowable Costs Previously Submitted for

Payment: Within 90 days of the Effective Date of this Agreement, Defendants shall

identify and repay by adjustment to future claims for payment or otherwise any

Unallowable Costs included in payments previously sought by Defendants or any of its

subsidiaries or affiliates from the United States. Defendants agree that the United States,

at a minimum, shall be entitled to recoup from Defendants any overpayment plus

applicable interest and penalties as a result of the inclusion of such Unallowable Costs on

previously submitted requests for payment. The United States, including the Department

of Justice and/or the affected agencies, reserves its rights to audit, examine, or re-examine

Defendants’ books and records and to disagree with any calculations submitted by

Defendants or any of its subsidiaries or affiliates regarding any Unallowable Costs

included in payments previously sought by Defendants, or the effect of any such

Unallowable Costs on the amount of such payments.



                                             10
         14.   This Agreement is intended to be for the benefit of the Parties only.

         15.   Upon receipt of the Settlement Amount described in Paragraph 1, the

Parties shall promptly sign and file in the Civil Action a Joint Stipulation of Dismissal of

all claims against Defendants pursuant to Federal Rule of Civil Procedure 41(a)(1).

         16.   Each Party shall bear its own legal and other costs incurred in connection

with this matter, including the preparation and performance of this Agreement.

         17.   Each Party and signatory to this Agreement represents that it freely and

voluntarily enters into this Agreement without any degree of duress or compulsion.

         18.   This Agreement is governed by the laws of the United States. The

exclusive jurisdiction and venue for any dispute relating to this Agreement is the United

States District Court for the Eastern District of California. For purposes of construing this

Agreement, this Agreement shall be deemed to have been drafted by all Parties to this

Agreement and shall not, therefore, be construed against any Party for that reason in any

subsequent dispute.

         19.   This Agreement constitutes the complete agreement between the Parties.

This Agreement may not be amended except by written consent of the Parties.

         20.   The undersigned counsel represent and warrant that they are fully

authorized to execute this Agreement on behalf of the persons and entities indicated

below.

         21.   This Agreement may be executed in counterparts, each of which

constitutes an original and all of which constitute one and the same Agreement.

         22.   This Agreement is binding on Defendants’ successors, transferees, heirs,

and assigns.



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       23.     This Agreement is binding on Relator’s successors, transferees, heirs, and

assigns.

       24.     All Parties consent to the United States’ disclosure of this Agreement, and

information about this Agreement, to the public.

       25.     This Agreement is effective on the date of signature of the last signatory to

the Agreement (Effective Date of this Agreement). Facsimiles of signatures shall

constitute acceptable, binding signatures for purposes of this Agreement.

                              [SIGNATURE PAGES FOLLOW]




                                            12
                    THE UNITED STATES OF AMERICA




                                           MICHELE      BECK WITH
                                           Acting United States Attorney


DATED: January 22, 2025               wy      (Ato
                                           TARA A. AMIN
                                           Assistant United States Attorney
                                           Eastern District of California




                                 13
   CARSON TAHOE HEALTH SYSTEM; CARSON TAHOE PHYSICIAN
      CLINICS, CARSON TAHOE CONTINUING CARE HOSPITAL




patep: \|33|2s            BY:    Yudri          [Wr
                                KATIE KUCERA, Chief Financial Officer
                                Carson Tahoe Health System, Carson Tahoe
                                Physician Clinics, and Carson Tahoe
                                Continuing Care Hospital

APPROVED AS TO FORM:

                      a
DATED:                               E                 :
         / Z 3 / 25                      RyanRussell       /
                                         Allison MacKenzie, Ltd.
                                         Counsel for Carson Tahoe Health System, Carson
                                         Tahoe Physician Clinics, and Carson Tahoe
                                         Continuing Care Hospital




                                14
                       RELATOR – GNGH2, Inc.



         1/23/25
DATED:                      BY:
                                   David Abrams
                                   Principal of GNGH2, Inc.


APPROVED AS TO FORM:




DATED: 1/23/25                     By: ______________________________
                                       Yael Lerman (California Bar # 281311)
                                       Counsel for GNGH2, Inc.




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