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HomeMy WebLinkAbout08 - Back Bay Science Center Cooperative AgreementCITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 8 November 25, 2003 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Robert Burnham, City Attorney; rbumhamCa?city.newiort- beach.ca.us SUBJECT: Cooperative Agreement regarding Back Bay Science Center (formerly known as the Marine Studies Center) on Shellmaker Island. RECOMMENDATION: Authorize the City Manager to Approve a Cooperative Agreement between the County of Orange and the Department of Fish and Game pertaining to the Back Bay Science Center. BACKGROUND The City Council has consistently supported the concept of developing, in cooperation with the Department of Fish and Game (DFG) and the County of Orange, a facility on Shellmaker Island that would serve as a center for water quality testing, research and education. The City Council has taken the following actions relative to the Back Bay Science Center: • In 2000, the City Council included the Back Bay Science Center in the list of projects for which the City was seeking approval from the Trustee Agencies responsible for monitoring use of the American Trader Oil Spill litigation proceeds (Oil Spill Funds); • On April 24, 2001, the City Council directed staff to proceed with the planning and design of the Back Bay Science Center; • On June 22, 2001, the City Council requested State funding for the Back Bay Science Center; • On October 9, 2001, the City Council authorized the City Manager to proceed with specific contracts relating to design, construction, and the placement of a temporary water quality lab on Shellmaker Island; • On September 9, 2003, the City Council authorized Ron Yeo Architects to prepare plans and specifications for the Back Bay Science Center; • On September 23, 2003 the City Council received a.comprehensive update on the status of the Back Bay Science Center including the presentation of a model of the project developed by Ron Yeo. The Back Bay Science Center will include a County- operated water quality lab, facilities for DFG personnel involved in the management of the Upper Newport Bay Ecological Reserve, space and exhibits for water quality education and research programs, a wetland restoration area and ecological interpretive stations. The City has taken a leadership role in the planning and design of the Back Bay Science Center using Oil Spill Funds earmarked for that purpose. City staff, DFG representatives and County staff have developed a draft Cooperative Agreement (copy attached) that contains a detailed description of the Back Bay Science Center and the "Demonstration Marsh ", establishes construction priorities if the Parties do not collectively have funds adequate to complete the entire project and describes the financial commitments of each party relative to construction. The draft Cooperative Agreement obligates the City to contribute, first to any shortfall in funding for the County water quality lab and second to any shortfall in funding for the DFG facilities, funds in the Upper Bay Restoration Fund that was established pursuant to SB 573. The current balance in that fund is $311,578 and our commitment is contingent on a State Lands Commission staff determination that the expenditures would be consistent with SB 573. The Cooperative Agreement commits the City to advance approximately $100,000 in site improvement costs that will be repaid by UCI. The draft Cooperative Agreement also obligates the Parties to enter into a Use and Occupancy Agreement for Shellmaker — with a term of 25 years - that would take the place of a lease and a "Maintenance and Operating Agreement' that would establish a framework for the ongoing operation of the Back Bay Science Center including the extent to which the City would commit to funding facility maintenance and operation. Approval and implementation of the Cooperative Agreement means the City will be obligated to participate in the funding of facility maintenance and operating costs such as water and electricity. ENVIRONMENTAL REQUIREMENTS. Negative Declaration certified by DFG on September 23, 2003. Burnham, City Attorney DRAFT COOPERATIVE AGREEMENT For the Back Bay Science Center This Cooperative Agreement ( "Agreement'), made and entered into on this, day of , 2003 by and between the City of Newport Beach (City), the County of Orange (County) and the State Department of Fish & Game (DFG) is made in light of the following: PURPOSE The purpose of this Agreement is to identify intentions and obligations of each Party with respect to the planning, design, phasing and construction of a Back Bay Science Center and related improvements for educational and scientific programs focusing on the ecology, water quality, conservation and restoration of Upper Newport Bay. RECITALS A. Shellmaker Island (Shellmaker) is a roughly 2 -acre upland area within Upper Newport Bay Ecological Reserve (Reserve) owned in fee by DFG. B. Shellmaker is currently improved with: (i) portable offices, maintenance sheds and support facilities utilized by DFG personnel, Califomia Coastal Commission (CCC) staff, volunteers from the Newport Bay Naturalists and Friends (NBNF); (ii) a temporary water quality lab operated by the County; and (iii) a facility that houses the rowing equipment utilized by the crew team for the University of Califomia at Irvine (UCI — UCI crew house); and (iv) a boat dock and related educational facilities. C. The Parties have previously entered into agreements regarding the Back Bay Science Center (formerly called the Marine Studies Center), including a lease between the DFG and the City for the site of a temporary water quality lab operated by the County and a Partnership MOU between DFG, the City, the County, UCE, the California Wildlife Foundation (CWF) and NBNF dated August 2002 that initiated Project planning. D. The City, Coun and DFG are each active) involved in efforts to -improve the-,.. c'mme�c. water quality in the Reserve, in Newport Bay and its watersheds as well as to preserve and enhance the diverse species and habitats of the Reserve. E. The Parties have identified Shellmaker as an ideal site for the development of permanent offices for the Reserve manager, education staff and law enforcement personnel, a permanent County - operated water quality analysis and research laboratory and an educational /research facility (Back Bay Science Center). F. The Parties have commissioned a conceptual wetlands restoration plan that would, when implemented, restore and enhance degraded wetlands along the southerly edge of Shellmaker and serve as an outdoor laboratory and research site (Demonstration Marsh Area). G. The Parties believe that the Back Bay Science Center and Shellmaker should serve as: (i) the site for a public educational facility for estuarine and watershed issues; (ii) the site of a County -wide water quality analysis laboratory; (iii) the focal point of watershed and water quality education/research program developed by the Parties in cooperation with the CCC and local educators; (iv) a base for monitoring the health of the Newport Bay and Reserve's ecosystem and the communication of scientific data regarding the status of the Reserve to State and Federal officials; and (v) an outdoor laboratory for research of, and public education regarding the ecology, management, research and the restoration of wetlands and upland habitat . H. The Back Bay Science Center, the Wetlands Demonstration Area and the related water quality testing, research and educational activities (collectively the Project) are intended to offer the following: 2 • Programs designed to educate children and young adults about the importance of protecting and enhancing the habitats and quality of water in the Reserve, Newport Bay and the Pacific Ocean through exhibits and materials developed through the efforts of DFG, the CCC, Newport Mesa Unified School District (NMUSD) and local educators; • Extensive water quality testing of numerous public recreational and sensitive habitat areas in and around coastal Orange County (County); • Water quality research programs for middle school, high school and college students (NMUSD, UCI, Orange Coast College (OCC)); • DFG facilities designed to provide a base and support for public education and the management and enhancement of the Reserve and adjacent public lands; • A wetland habitat restoration area that will serve as a "restoration research lab" for students and biologists , and; • A center for compilation and analysis of data on the physical and biological resources of Newport Bay, the Reserve and the tributary watersheds. The Parties anticipate that the research, educational, academic and interpretive programs offered at the Back Bay Science Center will involve scientists, educators and volunteers from the Parties, OCC, UCI, the NBNF and other local community organizations that support improved water quality and /or enhanced ecology of Newport Bay and Reserve. J. The Parties have each made financial commitments to fund the planning, design, construction, and /or operation of components of the Project although in certain cases those commitments are contingent on obtaining long term agreements to occupy a portion of Shellmaker. K. The Parties have prepared preliminary cost estimates for constructing the Project and, as of the date of this Agreement, do not have sufficient funds to construct the entire project. 3 L. The Parties have been working cooperatively on many aspects of the Project and are in the process of completing many of the tasks identified in the initial phase of Project planning and design. M. The Parties have identified possible state, federal and local funding sources and intend to actively pursue contributions from those sources, and others, in an effort to obtain sufficient funds to design, construct, operate and maintain the entire Project. N. The Parties have determined that the planning and design of the Project should proceed as if sufficient funding has been obtained to construct the entire Project and, if adequate funding is not obtained prior to the notice inviting bids, construction of the Project will proceed in phases. O. The Parties have reviewed and considered the various laws related to the exercise of land use jurisdiction over publicly owned property and have determined that DFG, as lead agency and landowner, does not need to obtain City land use approvals; DFG is required to obtain a Coastal Development Permit and DFG will obtain a building permit from the City in light of the City's Interagency Agreement with DFG; the City will process bids for, inspect and manage construction of the Project; and that the City will commit to provide police and fire services and to participate in maintenance of the Project after completion. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. PROJECT DESCRIPTION The Parties agree that the following represents a detailed description of the Project as of the date of this Agreement and that the Project description is consistent with the provisions of the Negative Declaration (ND) for the Project that was prepared by a City consultant for DFG and which was approved by DFG on September 23, 2003.. - 4 (A) A permanent enclosed structure with 4 wings (Buildings 1, 2 3 and 4 as depicted on Exhibit A) totaling approximately 13,000 square feet that will contain sufficient space and amenities to conduct (i) educational and interpretive programs for students in grades K -12; (ii) an estuarine research and resource center for students and teachers of local schools and universities; (iii) a "state -of- the -art" water quality testing facility operated by the County of Orange; and (iv) administrative offices and equipment storage for DFG staff as well as volunteers involved in the education and research programs. The structures will be set back a minimum of 50' from the wetlands and buffered with sand dunes and native vegetation. Existing structures will be demolished with the exception of the temporary water quality lab which may be temporarily relocated during construction, The structures will incorporate energy saying designs and materials and will be no more than 16 feet high except for a small entry feature that is 28 feet above grade. (B) Educational program improvements will include hands -on interpretive elements, research areas, testing areas, tanks, aquaria and tide pool exhibits. The existing trail system will be enhanced, will be separated from the wetlands by sand dune buffers and will include several "spur" trails leading to small observation /teaching areas. The degraded wetlands along the south side of Shellmaker Island will be enlarged and restored as a Demonstration Marsh Project. The existing native planting area, greenhouse, and amphitheater will be refurbished. The existing educational boat dock and bulkhead is intended to be reconstructed in the future. (C) Site improvements will include upgrading water, sewer, electrical and telephone service to the Back Bay Science Center, under grounding electrical service, improving the existing parking area with pervious material, relocating the entry gate, adding signage and installing low level outdoor lighting solely for purposes of security. The proposed Project Site Plan is Exhibit A. 5 CnmminC This'is coafuamg, I thuik the Aloe DPG pudding maY hexdocaled, w wIDDPG uti the temporary w#c qualitylah. for oiricec afte[ the Cnmty mMe titsnew buildmgT 2. PROJECT FUNCTIONS. The Parties agree that the Project shall, upon completion serve the following functions (the name of the Party presently assumed to be primarily responsible for the performing or supervising the function is in parentheses after the description): (A) Educational programs within the Teaching Lab, including displays and exhibits; offices and storage for biologists, enforcement staff and volunteers to facilitate DFG management and enhancement of the Reserve and the DFG functions identified in this Agreement (DFG) including the compilation of data, reports and studies related to the Reserve (DFG). (B) Restoration of wetlands along the south side of Shellmaker and the ongoing use of the restored wetlands as a "research lab" that will provide a venue for "hands on" research and analysis designed to develop information and techniques that will help enhance the habitat in the Reserve (DFG — in cooperation with UCI, OCC and NMUSD as well as Federal and State regulatory agencies). (C) Community outreach in various forms including development and maintenance of a water quality website and data base, a center for training volunteers from organizations like the NBNF and the Orange County Coast Keeper to become docents or to perform habitat enhancement and to serve as a forum for other educational programs and activities (DFG, City, County). (D) Water quality testing and analysis of samples taken from selected sites in Orange County at rivers, lakes and storm drains and within the Pacific Ocean, harbors and estuaries including locations in Newport Harbor, Upper Newport Bay, Huntington Harbor and Dana Point Harbor (County). 3 (E) Water quality testing and research projects to determine recreational and potable water quality and identify water pollution problems and solutions. In conjunction with Orange County cities and special districts as well as State agencies, Orange County will conduct recreational water monitoring and testing projects to identify areas of pollution and provide scientific data for eliminating or reducing pollution and collaborate with other water quality scientists in Orange County to improve water quality scientific testing methods (Orange County). (F) Water quality testing and education programs and projects for middle school, high school and college students (City and County — with assistance from DFG, Orange Coast College (OCC), University of California at Irvine (UCI) and the Newport Mesa Unified School District (NMUSD)). (G) Water quality education and awareness programs with an emphasis on educating children through exhibits and special programs developed by DFG and City — with the assistance of the Califomia Coastal Commission as well as volunteers from organizations such as NBNF and Orange County Coastkeepers; 3. PROJECT PHASING (A) The Parties have, prior to the effective date of this Agreement, established a temporary water quality testing lab on Shellmaker Island. DFG approved a short-term lease of a portion of Shellmaker Island to the City for the installation a temporary facility that has served as an interim water quality lab. City has installed a temporary structure within the area leased by DFG and the County has staffed and equipped the interim water quality lab. The Parties agree that, in the event construction of any phase of the Project is delayed beyond the term of the current lease between the City and DFG, they will attempt to reach agreement to extend the term of the lease of the property and the City will extend the term of the structure lease so the interim water quality lab can remain operational until permanent structures are in place. 7 (B) The Parties have also completed, or are in the process of completing, a number of tasks that are prerequisites to the construction and /or operation of the Back Bay Science Center including: (i) Preparation of a conceptual plan, preliminary plans and working drawings for the structures and improvements that comprise the Back Bay Science Center based on the needs of the Parties as well as the educational, scientific and research functions of the Project. (ii) Preparation of a Back Bay Science Center Interpretive Plan that provides a framework for the outreach and education and operation of the Project; (iii) Preparation, with the assistance of California Coastal Commission staff, local educators and consultants, of a curriculum to be used to implement the educational programs to be offered at the Back Bay Science Center. (iv) Preparation of a conceptual wetland restoration plan for the south side of Shellmaker Island; (v) Preparation and DFG approval of a Negative Declaration for the Project. (vi) Discussions regarding the Project with California Coastal Commission staff and representatives of groups who are interested in participating in the programs to be offered at the Back Bay Science Center or who are interested in improved water quality and enhanced environmental resources. (vii) Submittal of a Coastal Development Permit application to the California Coastal Commission; (viii) Identification of some of the funding necessary to construct the Project and efforts to raise sufficient funds to construct the entire Project. E (ix) Interagency Agreements with the City for the management of the public bidding process preliminary to construction and construction of the Project. (C) The Parties have agreed that, if they do not have sufficient funds to construct the entire Project when bids are opened, and assuming the City has prepared a notice inviting bids and related documents that require bidders to submit bids for Project alternatives or additions, the following priorities shall govem the award of the contract by the City and the phasing of Project construction (in order of priority): (i) The site improvements necessary to construct any of the structures that comprise the Project, such as water and sewer lines, electrical service and parking areas will be constructed in the first phase (Phase 1). (ii) The structure that will house the County's water quality lab (Building 1 on Exhibit A) shall be constructed in the Phase 1. (iii) The structure that will house the Teaching Lab and DFG exhibits (Building 2 on Exhibit A), that may be used as interim DFG administrative office space and that will ultimately be used for educational programs, will be constructed in the Phase 1. (iv) The structure that will ultimately serve as permanent DFG and volunteer office space (Building 3 on Exhibit A) and as a small meeting or conference space, will be constructed in Phase 1 only if sufficient funds are available and, if not, in a subsequent phase. (v) The structure that is intended to serve as a DFG storage facility and work shop will be constructed in Phase 1 only if sufficient funds are available and, if not, in a subsequent phase. (vi) The wetland demonstration area shall be initiated in Phase 1 if sufficient funds are available to construct Buildings 1 and 2 and 9 complete restoration of the wetlands and, if not, implementation shall be initiated after Phase 1 construction and as soon as sufficient funds are available. (vii) The exhibits and improvements necessary to fully implement the educational programs shall be constructed in Phase 1 if sufficient funds are available to construct Buildings 1 and 2, complete restoration of the wetlands and construct the educational exhibits and improvements and, if not, the educational exhibits and improvements shall be constructed after Phase 1 construction and as soon as sufficient funds are available. 4. PROJECT CONSTRUCTION FUNDING COMMITMENTS (A) The following represents the specific funding commitments of the Parties relative to the construction of the Project: (i) The County has earmarked, and through this Agreement commits, $1.23 million to the construction of the water quality lab and their fair share of site improvement costs. The County's commitment is contingent on DFG's execution of a lease to the County of the property underlying the water quality lab and execution of an agreement authorizing ingress and egress to the property. (ii) DFG has earmarked, and through this Agreement commits funding from three sources (American Trader Oil Spill Settlement Agreement, Wildlife Conservation and Restoration Program, and Shellmaker lease revenue) a total of $1, 218,082 and has expended $70,986, and obligated $369,600 in a DFG /City contract for the planning, design and permitting of the Project. DFG will commit remaining funds in the amount of $777,496 for construction of the Project and DFG's fair share of improvement costs subject 10 only to the condition that Phase 1 construction results in the Teaching Lab, exhibit space and permanent offices for DFG personnel. DFG commits to working with the Wildlife Conservation Board or other entities to secure additional funding via existing or future bond or other revenues. City has expended approximately $400,000 in funds from the American Trader Oil Spill Settlement to the planning, design and environmental analysis of the project and the development of the educational programs. City commits, through this Agreement, to contribute, to the construction of Phase 1 of the Project, the funds available in the Upper Bay Restoration Fund (established pursuant to SB 573 — current balance is $311,758.16) subject to a determination by State Lands Commission staff that those funds may be used for the purposes specified in this Subsection. These funds shall first be committed (first priority) to fund the difference, if any, between the actual cost of (a) the County's water quality lab and the County's fair share of site improvement costs; and (b) the $1.23 million committed by the County. Assuming funds remain after the "first priority" and subject to DFG's compliance with the terms and conditions of this Agreement as well as the execution of a Use and Occupancy Agreement acceptable to the City Manager of Newport Beach, the City will commit the balance to fund the difference, if any, between: (a) the actual cost of the portion of the Teaching Lab, or any structure intended for use by DFG personnel or equipment and DFG's fair share of improvement costs and; (b) funds committed by DFG pursuant to the provisions of Subsection (ii). In no event shall the City's funding commitment exceed the then current balance in Upper Bay Restoration Fund without the express consent of the City Council of the City of Newport Beach. 11 5. (B) The Parties have estimated site improvement costs at approximately $300,000. The Parties, through this Agreement have determined that one third of the site improvement costs should be allocated to DFG, one third to the County and one third to UCL [ The _City will advance the UCI fair " �mro ug `� 4 owdmey - ------ be4 ]fnoS.=t n houldbemadc to share allocation prior to construction of Phase 1 if UCI has not paid its fair oo dimft with them on obtaioing We 113 cog share. share and City will have the right to reimbursement at such time as UCI pays its fair share allocation of site improvement costs. (A) Prior to the issuance of the notice inviting bids for construction of Phase 1, DFG, City and County will enter into a Use and Occupancy Agreement that will give each Party the right to enter and occupy Shellmaker for the purposes specified in this Agreement for a term of not less than 25 years. The Use and Occupancy Agreement shall take the place of leases and access easements and shall govern all issues related to the consideration of, access to, and use and occupancy of, the Back Bay Science Center and Shellmaker Island. The Use and Occupancy Agreement shall include provisions that authorize the County and City to access, use and occupy portions of the Back Bay Science Center for any of the purposes specified in this Agreement. The Use and Occupancy Agreement shall include provisions governing each Party's obligation to pay a portion of the site and structure maintenance costs and utilities. The Use and Occupancy Agreement shall also include provisions that require each Party to defend and indemnify the other with respect to any loss, damage, claim or injury that arises out of that Party's access to, or use or occupancy of, Shellmaker and/or the Back Bay Science Center. (B) The Parties shall use their respective best efforts to raise the additional funds (approximately $2 million) necessary to construction entire Project during Phase 1. The Parties agree to actively pursue additional funding 12 from federal, state and local agencies as well as the private sector. The Parties agree to seek contributions to the Back Bay Science Center from the Irvine Ranch Water District, the Santa Ana Regional Water Quality Control Board (and the State Water Resources Control Board), the Wildlife Conservation Board, the Orange County Sanitation District and the Orange County Water District. The Parties will also identify non - profit organizations and environmental groups that may be sources of funding. Finally, the Parties will contact, and make presentations to if requested, individuals, organizations and businesses in Orange County and Southern California that desire to or have previously contributed to facilities such as the Back Bay Science Center. Each Party shall provide the other Parties with copies of any documents or material used in conjunction with fund raising and shall coordinate on the text and graphics used prior to their distribution. 6. PROJECT CONSTRUCTION COMMITMENTS /PROCEDURES The Parties have made the following commitments, and agreed on the following procedures, with respect to construction of the Project. (A) City will prepare building and site development plans and DFG will apply for building and related permits that will authorize construction of the structures and site improvements necessary to construct the structures. _City will _process_ the _plans_ and issue_ permits_ as appropriate_ without_., imposing the normal fees and charges. DFG's Administrator shall promptly execute all documents necessary to obtain a building permit and promptly review and approve all changes to the plans and drawing assuming the revisions are consistent with this Agreement. (B) DFG has submitted, and the Parties agree to support, an application for a Coastal Development Permit (CDP) for the Project. The Parties will 13 comment. 4FC vill rid m mm info Sn"me Are Covwa with f6c City primmtEa _ _ J appear at any hearing relative to the application for CDP and shall use their respective best efforts to secure approval of the CDP. The City, DFG and County will otherwise fully cooperate with one another, and with any resource agency, with respect to preparing and processing the CDP application and shall use their respective best efforts to secure Coastal Commission approval of the CDP in a timely manner. (C) Once City issues a building permit and the Coastal Commission issues a CDP for Project, City shall prepare the documents necessary to obtain bids for the construction of that portion of the project for which funds are available and in accordance with the provisions of this Agreement. Once bids are received, City shall process the bids and award a contract for the construction of all or a portion of the Back Bay Science Center in accordance with relevant provisions of law. (D) City will retain a construction manager to assist the architect during the construction of the Project. The construction manager will be the point of contact for the Parties with respect to questions or comments regarding the manner, means, status or timing of construction and will routinely provide progress reports to the Parties. (E) The Parties will develop appropriate protocol to, among other things, facilitate the transfer of funds from various accounts during, and to fund, construction of the Project. The protocol will address issues such as providing proof of the progress of construction, the identity of the person(s) who are authorized to transfer funds and the timing of transfer. 7. CENTER MANAGEMENT AGREEMENT The Parties shall, prior to the award of the contract to construct the Project, or any portion or phase of the Project, enter into a Center Operating and Management 14 Agreement that would become effective when construction of Phase 1 is complete. The Center Operating and Management Agreement may be part of the Use and Occupancy Comment: Now is ms diffZ fl m- Agreement.:The Parties anticipate that the Agreement would cover the following topics_ meu eavaOmw .e yAgrtcmea1? L somds like his n dmaavL (A) The creation of a Back Bay Science Center Executive Board that would be comprised of the Project Administrators and that would be responsible for making decisions relative to property maintenance, educational programs and the involvement of volunteers, implementation of the operating Commert: 7Lis seemsm coutraaict agreement and have the authority to modify the operating agreement._ A�eemmtam�> aae.d d. em aced ro foltowil? (B) The general responsibility of each of the Parties with respect to operation of the Back Bay Science Center Including hours of operation, janitorial service, building and site maintenance, access by personnel, site security and insurance. (C) The educational programs, materials and exhibits and the extent to which the programs or exhibits should be modified to better inform children and young adults as to the impact of water pollution on the environment. (D) The management of volunteers, educators and students who are involved, or wish to become involved, in the educational or research programs within the Back Bay Science Center or elsewhere on Shellmaker (E) An endowment or other source of funding to maintain and enhance the Back Bay Science Center and other components of the Project. 8. UCI CREW FACILITY The Parties agree to cooperate with UCI, its Athletic Department and UCI supporters (UCI) relative to the redevelopment and/or reconstruction of the UCl Crew House. The Parties shall work with UCI to integrate the design and location of the Crew House into 15 the overall site plan for the Project. DFG shall enter into a long term lease of that portion of Shellmaker that is currently utilized by UCI, and such additional property as may be necessary to accommodate any proposed new crew facilities. DFG acknowledges that the prompt approval of a long -term lease with UCI will facilitate processing of the CDP for the Project, will assist the Parties in fund - raising efforts, will provide additional funding for site improvements at the earliest possible time and is critical to the support of this Project by the City, NBNF and other community groups. Nothing in this Agreement or subsequent multiple party agreements relative to Shellmaker or the BBSC (such as the Use and Occupancy Agreement, Center Management Agreement) shall contradict or supercede the Ground Lease or other agreements between DFG and UCI. 9. INDEMNITY (A) DFG agrees to indemnify, hold harmless and defend the City and County, and their respective officers, employees and agents from any legal liability in respect to bodily injury, death and property damage, reasonable costs, and expenses arising out of the negligent acts or omissions of the DFG or its officers, employees, or agents in the performance of DFG's responsibilities pursuant to this Agreement. (B) City agrees to indemnify, hold harmless and defend the DFG and County, and their respective officers, employees and agents from any legal liability in respect to bodily injury, death and property damage, reasonable costs, and expenses arising out of the negligent acts or omissions of the City or its officers, employees, or agents in the performance of City's responsibilities pursuant to this Agreement. (C) County agrees to indemnify, hold harmless and defend the DFG and City, and their respective officers, employees and agents from any legal liability in respect to bodily injury, death and property damage, reasonable costs, and expenses arising out of the negligent acts or omissions of the County 16 or its officers, employees, or agents in the performance of County's responsibilities pursuant to this Agreement 10. COOPERATION The Parties acknowledge that the funding, construction and operation of the Project is a complex matter that will require ongoing cooperation and good faith on the part of each Party. Accordingly, the Parties agree to fully cooperate with one another in the performance of duties pursuant to this agreement including the prompt execution of documents, the prompt approval and preparation of interim or additional agreements, and to continue to use their respective best efforts to obtain funding for the construction, operation and maintenance of the Back Bay Science Center and the Project. 11. OTHER AGREEMENTS This Cooperative Agreement is intended to supplement, not supplant previous agreements, including those referenced in the Preamble. Where provisions of previously- executed agreements amongst the three Parties are in conflict with this Cooperative Agreement, this Cooperative Agreement shall take precedence. 12. PROJECT ADMINISTRATORS The Parties have each designated "Project Administrators" to perform certain duties required by this Agreement, including the execution of contracts and agreements on behalf of the Parties and to ensure that all aspects of the Project are constructed, operated, maintained and implemented in accordance with this Agreement and the intent of the Parties. The Project Administrators shall be the following: (A) Newport Beach —ATTN. City Manager 3300 Newport Boulevard, Newport Beach, CA 92658 -8915 Phone — 949 -644 -3000 17 Fax — 949 - 644 -3020 E -mail hbludau @city.newport- beach.ca.us (b) DFG —ATTN. Supervisor, Land Management and Monitoring Program Terri Stewart 4949 Viewridge Avenue, San Diego, CA 92123 Phone - (858) 467 -4209 Fax(858)467 -4239 E -mail tstewart@dfg.ca.gov (c) County - ATTN. Gary Gray 515 N. Sycamore, Room 418, Santa Ana, CA. 92701 Phone — (714) 834 -5158 Fax — (714) 834 -7695 E -mail ggray @HCA.co.orange.ca.us (SIGNATURE BLOCKS) 18