7-16-13

Martis Valley Opportunity Agreement

This agreement (Agreement) effective as of the last date signed below (Effective Date) is
made and entered into by and among CREW Tahoe, LLC, a Delaware limited liability company
(CREW) and Sierra Pacific Industries, Inc., a California corporation (SPI), (CREW and SPI
are collectively the Business Group), Mountain Area Preservation Foundation, a California
non-profit corporation (MAP) and Sierra Watch, a California non-profit corporation (SW)
(SW and MAP are collectively the Conservation Group). CREW, SPI, MAP and SW are
referred to collectively as the Parties or, individually, as a Party. Additionally, Truckee
Donner Land Trust (TDLT) and Trust for Public Land (TPL), collectively the Land Trust
Partners, have participated in discussions about this Agreement but are not a party.
RECITALS
A.

The principal intent of this Agreement is to facilitate a transfer of development rights

thereby allowing the Business Group to pursue development opportunities adjacent to
lands at Northstar and preserving as permanent open space, via purchase of a fee simple
or conservation easement interest, certain lands owned by SPI adjacent to Waddle Ranch.

B.

SPI owns approximately 6,376 acres of land in the Martis Valley on the east side of
Highway of 267 as shown and described in Exhibit A-1 (East Parcel). This land
includes a portion designated as Low Density Residential and Commercial in the Martis
Valley Community Plan (MVCP) and zoned as Timberland Production Zone (TPZ).
The MVCP indicates the land designated as Low Density Residential and Commercial is
suitable for development of up to 1,360 residential units and 6.6 acres of commercial
development. Placer County initiated the ten year roll out of the East Parcel from
Timberland Production Zone (TPZ) zoning on December 16, 2003.

C.

SPI owns approximately 775 acres of land in the Martis Valley on the west side of
Highway 267 as shown and described in Exhibit A-2 (West Parcel). This land is
designated as Forest in the MVCP and zoned as TPZ. It is adjacent to land owned and
operated by others and generally known as Northstar at Tahoe.

D.

The Conservation Group identified the East Parcel as a priority conservation area in its
2004 Priority Conservation Area map and Sierra Pacific Industries has offered to sell this
land to the Land Trust Partners.

E.

The Business Group wishes to seek Initial Approval (as defined in section 2.c) from
Placer County for amendments to the Placer County General Plan, MVCP, and County
zoning ordinance, implemented through the use of a Specific Plan to allow development
of up to 760 residential units and including the 6.6 acres of commercial on the West
Parcel with immediate withdrawal of this land from the TPZ zoning designation. The
parties understand that the Initial Approval may include policies or land use diagrams
that could allow development on up to 150 acres within the Lake Tahoe Basin subject to
the jurisdiction of the Tahoe Regional Planning Agency.

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F.

As part of the initial approval SPI intends to request that the portion of the East Parcel
designated as Low Density Residential and Commercial be re-designated to Forest and
that the pending withdrawal from TPZ be terminated so that the land will remain
designated as TPZ.

G.

SPI and the Land Trust Partners intend to enter into an agreement for the acquisition and
ultimate open space conservation of the East Parcel as more specifically described in the
East Parcel Purchase, Sale and Option Agreement Term Sheet attached as Exhibit C.
That term sheet provides that if the Land Trust Partners are for any reason unable to
complete the acquisition, the East Parcel shall be made subject to a Limited Conservation
Easement in the form attached as Exhibit D at no cost to the Land Trust Partners or the
Conservation Group. The Limited Conservation Easement would extinguish in
perpetuity all development rights not authorized by the Forest land use designation in the
Martis Valley Community Plan.

H.

The Limited Conservation Easement and associated Escrow Agreement, attached here to
as Exhibit D, shall be placed in escrow. This easement will take effect upon the
occurrence of certain conditions precedent more specifically described below.
AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and/or covenants contained in this
Agreement, the Parties agree as follows:
1.

Recitals. Each recital and definition set forth above is incorporated herein by reference
and is made part of this Agreement and binds the Parties as if set forth herein. Any
conflict between the general provisions of the recitals and the specific provisions of this
Agreement shall be resolved in accordance with the specific provisions of this
Agreement.

2.

Definitions. For purposes of this Agreement, all capitalized terms shall have the
meaning indicated above or in the definitions below:
a.

County means Placer County.

b.

Board means the County Board of Supervisors.

c.

Initial Approval means (i) Board approval of concurrent amendments to the

General Plan, MVCP, and Placer County Zoning Code and concurrent adoption of
a specific plan all to allow development of up to 760 residential units and 6.6
acres of commercial on the West Parcel and immediate withdrawal of these lands
from the TPZ zoning designation, (ii) Board approval of concurrent amendments
to the General Plan, MVCP, and Placer County Zoning Code to change the
portion of the East Parcel designated as Low Density Residential and Commercial
to Forest and to terminate the pending withdrawal of that land from TPZ so that
2

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the entirety of the East Parcel will have a designation of Forest and will remain
designated as TPZ, and (iii) State Board of Forestry and Fire Protection final
approval of the West Side TPZ withdrawal in accordance with Public Resources
Code section 4621.2.
d.

MVCP means the Martis Valley Community Plan approved by the Board in
December 2003 and amended from time to time through the Effective Date.

e.

General Plan means the Placer County General Plan approved by the Board
August 16, 1994 and amended from time to time through the Effective Date.

3.

Limited Conservation Easement. Upon the approval of the Initial Approval the option
to acquire the East Parcel, pursuant to the East Parcel Purchase, Sale and Option
Agreement Term Sheet attached as Exhibit C shall take effect and the obligation
to record the Limited Conservation Easement if Land Trust Partners are unable to
complete acquisition shall become irrevocable and the recordation shall proceed in a
manner specified in the escrow instructions attached as Exhibit D.

4.

Ongoing Cooperation.
a.

The Business Group shall keep the Conservation Group reasonably apprised of
the status and contents of its application to the County for the Initial Approval.
The Parties will cooperate in good faith to discuss (i) the application for Initial
Approval with the understanding that the Business Group seeks the Conservation
Groups support for the Initial Approval and (ii) mechanisms to achieve the
permanent extinguishment of all development rights on the approximately 345
acres, depicted on Exhibit A-3, between the West Parcel and Highway 267 upon
approval of the last final subdivision map or parcel map on the West Parcel as
well as the scope of recreation uses that will be permitted. In recognition of the
complexity of the Initial Approval and the natural resources potentially affected
by the Initial Approval, the Business Group and Conservation Group will jointly
develop a work program for ongoing dialog. It is expected that the dialog will
include monthly meetings in person or by telephone to discuss project design,
strategies for dealing with any potential natural resources impacts, and comments
and concerns raised by public agencies and other interested parties and strategies
for if and how to address those concerns in a manner that respects natural
resources. The work program may be revised from time to time by mutual
agreement of the Business Group and Conservation Group over the course of the
project.

b.

The Conservation Group will not submit any written correspondence concerning
the Initial Approval to County elected or appointed officials or staff prior to the
release of the draft public review documents prepared by the County pursuant to
the California Environmental Quality Act (e.g., draft environmental impact report
or proposed mitigated negative declaration), provided, however, that the
Conservation Group may submit the letter attached as Exhibit E in response to

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requests by the County for public scoping comments in advance of releasing such
documents.
5.

6.

Remedies.
a.

If any Party claims that any other Party has breached or defaulted in the
performance of any obligation under this Agreement or if any dispute concerning
or arising out of this Agreement occurs, the Party claiming the default or breach
shall provide written notice to the defaulting Party of the default and/or breach
and the defaulting Party shall cure said default or resolve the dispute within ten
(10) days (Cure Period). A breach of the obligation concerning written
correspondence shall be cured by sending the recipient(s) of the prohibited
correspondence a letter in form and content substantially similar to that in Exhibit
F. If a Party fails to cure within the Cure Period the Party shall be in breach or
default.

b.

The Parties acknowledge that a breach or default hereof by Conservation Group

or either of them on the one hand and the Business Group or any of them on the
other will cause the other irreparable harm in its efforts to realize the benefits of
this Agreement for which it has given material consideration. Therefore, each
Party shall have the right to any form of equitable relief allowed by law,
including, but not limited to, injunction, specific performance, and rescission of
this Agreement in case of a breach hereof.

c.

Notwithstanding anything to the contrary, neither Party shall seek or be entitled to

any monetary damages in the event of any breach or default of this Agreement.

d.

If the Conservation Group or Land Trust Partners litigate the Initial Approval at
any point in the process of approval or within 120 days thereafter, the entire
Agreement is automatically terminated.

General Obligations.
a.

The Parties shall cooperate to ensure that the steps necessary to implement this
Agreement are carried out.

b.

The Parties shall attempt to mediate any dispute or claim or matter of

interpretation arising between them relating to this Agreement before resorting to
court action or exercising the rights set forth in section 5.

c.

The titles and headings of the various paragraphs of this Agreement are intended
solely for convenience of reference.

d.

This Agreement may not be altered or modified except in writing by a document

signed by all the Parties.

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e.

This Agreement shall be governed by and construed according to the laws of the
State of California with venue in Placer County.

f.

Except with respect to the Land Trust Partners as set forth in Exhibits C and D,
the Parties to this Agreement do not intend to create any third party beneficiaries
to this Agreement. Except for heirs, successors, assignees and transferees no
person or entity other than the Parties is intended or shall be bound by any of the
provisions of this Agreement.

g.

Except as otherwise specifically set forth herein, this Agreement shall be binding
on and inure to the benefit of the heirs, successors, assignees and transferees of
the Parties. The Parties agree to provide a copy of this Agreement to their
assignees/transferees/grantees.

h.

This Agreement and the attachments to it contain all of the representations and the
entire understanding and agreement among the Parties with respect to the matters
described in the Agreement. Correspondence, memoranda, and oral and written
agreements that originated before the date of this Agreement are replaced in total
by this Agreement unless otherwise expressly stated in this Agreement.

i.

The individuals signing this Agreement on behalf of each Party represent and
warrant that they are authorized to do so on behalf of the Party they represent.

j.

The invalidity of any portion of this Agreement shall not invalidate the remainder.
If any term, provision, covenant or condition of this Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the Parties shall
amend this Agreement and/or take other action necessary to achieve the intent of
this Agreement in a manner consistent with the ruling of the court.

k.

Except as set forth herein, nothing contained herein shall constitute a waiver of
any claims, demands, causes of action, positions, rights, remedies, and defenses,
in law and in equity, of any of the Parties.

l.

The Parties acknowledge that each Party and its counsel have reviewed and
revised this Agreement and that no rule of construction to the effect that any
ambiguities are to be resolved against the drafting Party shall be employed in the
interpretation of this Agreement.

m.

The Parties agree that specific performance is an appropriate remedy for

enforcement of this Agreement. In any action to enforce this Agreement, each
Party shall bear its own attorneys fees and costs.

n.

All notices required under this Agreement shall be in writing, and may be given
either personally or by registered or certified mail (return receipt requested) or
facsimile. Any Party may at any time, by giving ten (10) days written notice to
the other Party, designate any other person or address in substitution of the

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address to which such notice shall be given. Such notices shall be given to the
Parties at their addresses set forth below:

Mountain Area Preservation Foundation:

Sierra Watch:

Alexis Ollar
Mountain Area Preservation Foundation
P.O. Box 25
Truckee, CA 96160
Phone: (530) 587-3161
Fax: (530) 587-8842

Tom Mooers
Executive Director
Sierra Watch
408 Broad Street #12
Nevada City, CA 95959
Phone: (530) 265-2849
Fax: (530) 265-8176

CREW Tahoe, LLC

Attn: Blake Riva/Kurt Krieg
PO Box 2537
Truckee, CA 96160

Sierra Pacific Industries, Inc.

Attn: Land Division
PO Box 496014
Redding, CA 96049

Copies of notices to Sierra Watch and MAP shall simultaneously be transmitted to:
Richard S. Taylor
Shute, Mihaly & Weinberger LLP
396 Hayes Street
San Francisco, CA 94102
Phone: (415) 552-7272
Fax: (415) 552-5816
Copies of notices to CREW Tahoe, LLC and Sierra Pacific Industries, Inc, shall
simultaneously be transmitted to:
Jim Porter
Porter & Simon
40200 Truckee Tahoe Airport Road
Truckee, CA 96161
Phone: (530) 587-2002
Fax: (530) 587-1316

7-16-13
Exhibit A-1: Map of East Parcel
Exhibit A-2: Map of West Parcel
Exhibit A-3: Map of West Parcel Residual Land

[All Maps Attached Separately]

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Exhibit B
Exhibit B is intentionally blank.

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Exhibit C
East Parcel Purchase, Sale and Option Agreement Term Sheet
1. East Parcel Procurement
o Acquisition of East Parcel.
2. East Parcel Deal Terms
o Purchase price will be Fair Market Value as established by an agency approved appraisal.
o Closing date.
o Contingent upon the West Parcels initial approval.
o SPI will not pursue development entitlements on the East Parcel during the option term.
o No clear cutting during option.
o Length of Option Period.
3. East Parcel Scenarios
o If the West Parcel does not receive initial approval. No deal on East Parcel acquisition
and/or conservation easement.
o If the West Parcel does not receive initial approval the MVCPs density allocation on the
East Parcel remains.
o If the West Parcel receives initial approval TPL and/or TDLT complete the East Parcel
acquisition or conservation easement per their deal terms.
o If the West Parcel receives initial approval and TPL and/or TDLT are unable to perform
and complete the East Parcel acquisition:
SPI to retain ownership of the East Parcel and all associated land rights.
Density allocation on the East Parcel will be extinguished.
No residential or commercial development on the East Parcel.
SPI shall agree to place a limited conservation easement on the East Parcel.
In exchange for the East Parcels limited conservation easement SPI shall be
compensated per terms to be agreed upon with the West Parcel developer.

Agreement signatories: SPI, TPL and/or TDLT

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Exhibit D
(formerly Limited Conservation Easement Term Sheet)
Form of Limited Conservation Easement and Escrow Agreement

ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the Agreement) is made and entered into as of
_______________, 2013 (the Effective Date), by and among Sierra Pacific Industries, a
California corporation (SPI), Truckee Donner Land Trust (TDLT) and Placer Title
Company, a California corporation (the Escrow Agent). SPI, TDLT and Escrow Agent are
referred to collectively as the Parties or, individually, as a Party. Capitalized terms used but
not otherwise defined herein shall have the meanings given them in the MVOA (as defined
below).
WHEREAS, the Business Group and the Conservation Group (the MVOA Parties) are
parties to that certain Martis Valley Opportunity Agreement (the MVOA, a copy of which is
attached hereto as Exhibit A) dated as of _______________, 2013, which contemplates, among
other things, the purchase by the Land Trust Partners of certain real property owned by SPI (the
East Parcel); and
WHEREAS, the MVOA provides for certain circumstances under which the Land Trust
Partners purchase of the East Parcel would not be consummated and, instead, SPI would grant
and deliver to TDLT the limited conservation easement (the LC Easement), attached hereto as
Exhibit B, for recording; and
WHEREAS, SPI and TDLT desire to provide instructions to Escrow Agent with respect
to holding the LC Easement and the events that would trigger Escrow Agents obligation to
record the LC Easement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1.
Within five (5) business days after the Effective Date, SPI shall deliver to Escrow
Agent the duly executed and acknowledged LC Easement in recordable form.
2.
Escrow Agent shall record the LC Easement and deliver a conformed copy to
TDLT upon and only upon the occurrence of all of the following events:

(a)
The MVOA shall not have been terminated pursuant to Section
5(d) of the MVOA; and
(b)
SPI and the Land Trust Partners shall have entered into an
agreement consistent with the East Parcel Purchase, Sale and Option
Agreement Term Sheet and the Land Trust Partners shall have been
unable for any reason to complete the acquisition of the East Parcel in
accordance with such agreement on or before the date which is three (3)
years after the date of the Initial Approval.

Upon satisfaction of all of the foregoing conditions, TDLT shall deliver written notice of
such satisfaction to the Escrow Agent ("Recording Notice"). Within five (5) business days after
receiving the Recording Notice from TDLT, Escrow Agent shall deliver a copy of the Recording
Notice to SPI. SPI shall have ten (10) business days after receipt of the Recording Notice to
either:
(i)
object to the recording of the LC Easement by delivering a written
objection notice specifying in detail the reasons for its objection
("Objection Notice") to the Escrow Agent before the expiration of the ten
(10) business day period, or
(ii)
provide documentation confirming that it has paid in full and/or
removed all monetary liens and encumbrances (except any statutory liens
for non-delinquent real property taxes), judgments or court actions
affecting the East Parcel (collectively, the Security Documentation) to
the Escrow Agent before the expiration of the ten (10) business day
period.
Within five (5) business days after receiving the Objection Notice or the Security
Documentation, Escrow Agent shall deliver a copy of the Objection Notice or the Security
Documentation to TDLT.
If SPI provides the Security Documentation, then the Escrow Agent shall wait for
confirmation from TDLT that the Security Documentation is satisfactory and then, immediately
upon receipt of such confirmation, the Escrow Agent shall date the LC Easement as of the date
of recording, record the LC Easement in the Official Records of Placer County, and deliver a
conformed copy of the LC Easement to TDLT.
If SPI delivers an Objection Notice in the time period provided, then TDLT and SPI shall
cooperate with each other to resolve SPIs objection to the mutual satisfaction of TDLT and SPI.
Upon such resolution, TDLT and SPI shall deliver joint written instructions to the Escrow Agent
(Objection Resolution Instructions), and the Escrow Agent shall take the actions as set forth in
those instructions. Escrow Agent shall hold the LC Easement and not take any action to record
or deliver the LC Easement to the Land Trust Partners after receiving an Objection Notice and
before receiving Objection Resolution Instructions.
3.
Within five (5) business days after the Effective Date, TDLT shall deliver to
Escrow Agent the Escrow Agents fee for providing the escrow services set forth in this
Agreement. If the Escrow Agent receives a Recording Notice from TDLT as provided in Section
4, within five (5) business days after receiving the Recording Notice, Escrow Agent shall deliver
to the Parties for the Parties approval a preliminary statement of the fees and costs required to
record the LC Easement. Within two (2) business days before the LC Easement is scheduled to
be recorded, TDLT shall deliver to Escrow Agent the approved fees and costs. Each Party will
bear its own costs for complying with the terms of this Agreement.

4.
The obligations and duties of the Escrow Agent are confined to those specifically
set forth in this Agreement and Escrow Agent shall not take any other actions with respect to the
LC Easement without joint written instructions from the MVOA Parties. In the event that any of
the terms and provisions of any other agreement between any of the parties hereto conflict or are
inconsistent with any of the terms and provisions of this Agreement, the terms and provisions of
this Agreement shall govern and control in all respects. The Escrow Agent shall not be subject
to, nor be under any obligation to ascertain or construe the terms and conditions of any other
instrument, whether or not now or hereafter deposited with or delivered to the Escrow Agent or
referred to in this Agreement, nor shall the Escrow Agent be obligated to inquire as to the form,
execution, sufficiency, or validity of any such instrument nor to inquire as to the identity,
authority, or rights of the person or persons executing or delivering same.
5.
The Escrow Agent shall not be personally liable for any act that it may do or omit
to do hereunder in good faith and in the exercise of its own best judgment. Any act done or
omitted to be done by the Escrow Agent pursuant to the advice of its attorneys shall be deemed
conclusively to have been performed or omitted in good faith by the Escrow Agent. In the event
the Escrow Agent is notified of any dispute, disagreement, or legal action among the MVOA
Parties or between the MVOA Parties and any third party relating to or arising in connection
with the LC Easement or the performance of the Escrow Agents duties under this Agreement,
the Escrow Agent will not be required to determine the controversy.
6.
SPI and TDLT hereby agree, jointly and severally, to indemnify and hold the
Escrow Agent, and its directors, officers, employees, and agents, harmless from and against all
costs, damages, judgments, attorneys fees (whether such attorneys shall be regularly retained or
specifically employed), expenses, obligations, and liabilities of every kind and nature which the
Escrow Agent, and its directors, officers, employees, and agents, may incur, sustain, or be
required to pay in connection with or arising out of this Agreement, and to pay the Escrow Agent
on demand the amount of all such costs, damages, judgments, attorneys fees, expenses,
obligations, and liabilities, unless the aforementioned results from the Escrow Agents gross
negligence or willful misconduct. The foregoing indemnities in this paragraph shall survive the
resignation or substitution of the Escrow Agent or the termination of this Agreement.
7.
This Agreement may be terminated at any time upon the receipt by the Escrow
Agent of joint written notice of termination by SPI and TDLT and the MVOA Parties, which
may direct the recording or destruction of the LC Easement. This Agreement shall automatically
terminate if and when the acquisition of the East Parcel by the Land Trust Partners is
consummated; provided, however, that the rights and obligations of the parties hereto expressly
stated to survive shall survive the termination hereof.
8.
The Escrow Agent may resign upon giving at least thirty (30) days prior written
notice to SPI and TDLT; provided, however, that no such resignation shall become effective
until the appointment of a successor escrow agent which shall be accomplished as follows: SPI
and TDLT shall use their commercially reasonable efforts to select a successor escrow agent
within thirty (30) days after receiving such notice. If SPI and TDLT fail to appoint a successor
escrow agent within such time, the Escrow Agent shall have the right to appoint a successor
escrow agent. The successor escrow agent shall execute and deliver an instrument accepting such

appointment and it shall, without further acts, be vested with all the estates, properties, rights,
powers, and duties of the predecessor escrow agent as if originally named as escrow agent. Upon
delivery of such instrument, the Escrow Agent shall be discharged from any further duties and
liability under this Agreement. The Escrow Agent shall be paid any outstanding fees and
expenses prior to transferring the LC Easement to a successor escrow agent.

9.
All notices required under this Agreement shall be in writing, and may be given either
personally or by registered or certified mail (return receipt requested). Such notices shall be
given to the Parties at their addresses set forth below:
Truckee Donner Land Trust
Attn: Perry Norris
PO Box 8816
Truckee, CA 96162

Sierra Pacific Industries

Attn: Lands Division
PO Box 496014
Redding, CA 96049-6014

Placer Title Company

Attn: Carinne Kent, Title Officer
Special Projects Division
2145 Larkspur Land
Redding, CA 96002

Any Party at any time, by giving ten (10) days written notice to the other Party, designate any
other person or address in substitution of the address to which such notice shall be given. .
10.
This Agreement shall be governed by and construed in accordance with the laws
of the State of California. The venue for any action or proceeding arising out of this Agreement
shall be Placer County, California.
11.
SPI, TDLT and the Escrow Agent may amend, modify, and/or supplement this
Agreement as they may mutually agree in writing.
12.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute but one and the same
Agreement.
13.
The headings used in this Agreement are for convenience only and shall not
constitute a part of this Agreement.
15.
The Parties agree that if any provision of this Agreement shall under any
circumstances be deemed invalid or inoperative, then this Agreement shall be construed with the

invalid or inoperative provisions deleted and the rights and obligations of the Parties shall be
construed and enforced accordingly.
16.
In the event that Escrow Agent discovers that the LC Easement has been
inadvertently lost or destroyed, Escrow Agent is instructed to notify TDLT and SPI within two
(2) business days after learning of such loss or destruction (Loss Notice). SPI shall be
obligated to replace such lost or destroyed LC Easement within five (5) business days after
receiving a Loss Notice from Escrow Agent.
16.
If for any reason Escrow Agent is unable to comply with any part of this
Agreement, Escrow Agent is instructed to promptly notify TDLT and SPI and await further joint
written instruction from TDLT and SPI.
17.
The Parties agree to execute and deposit such additional or supplementary
instruments as may be appropriate and reasonably required to enable the Escrow Agent to
comply with the terms of this Agreement, and record the LC Easement and close the transaction,
if appropriate, in accordance with the terms hereof.

[THE NEXT PAGE IS THE SIGNATURE PAGE]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Escrow
Agreement as of the day and year first above written.
Sierra Pacific Industries

Truckee Donner Land Trust

___________________________________
M.D. Emmerson, Chief Financial Officer

___________________________________
Perry Norris, Executive Director

Placer County Title Company

___________________________________
Carinne Kent, Title Officer

7-16-13
Exhibit E
Form of Conservation Group Comment on Initial Approval Notice of Preparation
Conservation Group Letterhead
Date
To Whom It May Concern:
Thank you for the opportunity to comment on the [insert name of scoping document] regarding
the proposed application for the [insert name of project] (Project). As you know, protecting
the natural resources of the Martis Valley and surrounding region is a high priority for
[MAP/Sierra Watch]. Our organization is in an ongoing dialog with the Project applicants
regarding the project, its potential effects, and strategies to avoid or minimize those effects. In
light of these ongoing discussions we are forgoing our right to submit comments as part of this
scoping process. We look forward to continued conversations with the applicant and to
reviewing and commenting on the draft [environmental impact report/mitigated negative
declaration] when it is released for public review.

/s/ [Conservation Group Representative]

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Exhibit F
Form of Letter to Cure Breach Regarding Improper Communication.
Conservation Group Letterhead
Date
To Whom It May Concern:
This letter is intended to be incorporated into the official record of any pending or future
proceeding relative to any agencys consideration of environmental or other matters as they
pertain to (or otherwise affect) the design, implementation and development of the project
proposed on assessors parcel numbers ___________ owned by Sierra Pacific Industries, Inc.
( the Project).
On [date] your agency received written correspondence concerning the Project ("Comments")
with a statement that the Comments were made on behalf of this organization. This letter is to
inform you that this organization hereby disavows the Comments. In addition, by this letter, we
hereby request that the Comments be withdrawn from the record of proceedings for the Project.

/s/ [Conservation Group Representative]

495522.1