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<br />CalOptima Health PHA MOU Page 7 of 18 <br />C. A PHA may not assign or delegate any obligations or rights under this MOU <br />without the prior written consent of CalOptima. <br />D. This MOU shall be governed by the laws of the State of California, and the Parties <br />consent to venue and personal jurisdiction over them in Superior Court in Orange <br />County, California, and in U.S. District Court for the Central District of California, <br />as applicable, for purposes of construction and enforcement of this MOU. The <br />Parties shall comply with all applicable laws in performance of their obligations <br />under this MOU. <br />E. Each Party warrants that it has the full right, power, and authority to enter into and <br />fully perform its obligations under this MOU and that the execution, delivery, and <br />performance of this MOU by that Party does not conflict with any other agreement <br />to which it is a Party or by which it is bound. <br />F. Each Party has had the opportunity to have counsel of its choice examine the <br />provisions of this MOU, and no implication shall be drawn against any Party by <br />virtue of the drafting of this MOU. <br />G. This MOU may be executed in multiple counterparts, each of which shall be <br />deemed an original and all of which together shall be deemed one and the same <br />instrument. <br />H. If the Parties are unable to informally resolve any dispute arising out of or relating <br />to this MOU, a Party, with the concurrence of all other Parties, may submit the <br />dispute for resolution exclusively through confidential, binding arbitration, instead <br />of through trial by court or jury, in Orange County, California, in accordance with <br />the commercial dispute rules then in effect of the Judicial Arbitration and Mediation <br />Services (“JAMS”). The arbitration shall be conducted on an expedited basis by a <br />single arbitrator. In making decisions about discovery and case management, it is <br />the Parties’ express agreement and intent that the arbitrator at all times pro mote <br />efficiency without denying any Party the ability to present relevant evidence. In <br />reaching and issuing decisions, the arbitrator shall have no jurisdiction to make <br />errors of law and/or legal reasoning. In the event arbitration is mutually agreed to, <br />the Parties shall share the costs of arbitration equally, and each Party shall bear its <br />own attorneys’ fees and costs. <br />I. CalOptima agrees to indemnify, defend, and hold harmless each PHA and its <br />elected and appointed officials, officers, employees, and agents and those special <br />districts and agencies for which County of Orange’s Board of Supervisors acts as the <br />governing Board from any third-party claims, demands, including defense costs, or <br />liability of any kind or nature, including, but not limited to, personal injury or <br />property damage, arising from or related to Cal Optima’s failure to perform its <br />obligations under this MOU, gross negligence or intentional misconduct . <br />J. Each PHA agrees to indemnify, defend, and hold CalOptima, its elected and <br />appointed officials, officers, employees, agents, directors, members, and/or <br />EXHIBIT 1