Harris

Named plaintiffs, on behalf of thousands of retired County employees participating in County-sponsored health care plans (collectively, the “Retirees”), filed this lawsuit against the County of Orange (the “County”), challenging changes it made to the structure of two health benefits. The Retirees appeal the district court’s order granting a motion for judgment on the pleadings filed by the County. We have jurisdiction pursuant to 28 U.S.C. § 1291 , and we reverse and remand. To decide this case, we must address four issues: (1) whether we take judicial notice of a declaration and five Memoranda of Understanding (“MOUs”); (2) whether the district court erred in holding that the Retirees’ Subsidy claim was barred by claim preclusion; (3) whether the district court erred in holding that there was no explicit authority requiring the County to provide a benefit in perpetuity; and (4) whether the district court erred in holding that the Retirees failed to exhaust their administrative remedies.

I. Factual and Procedural Background

The Retirees allege that the County’s restructuring of their health benefits violated the United States and California Constitutions, and was a…