DONEE: Emmet County, its successors and assigns.

For Purposes of this Conservation Easement, the Donor, who is the current Owner, and all subsequent

Owners of the subject Property, will be referred to as the "Owner" throughout this Conservation

Township, Michigan, which is more fully described in Exhibit-A 1. The Property consists of two (2)

separate but contiguous parcels, Parcel I and Parcel 2, which on execution and for purposes of this

Conservation Easement are deemed to be one entire parcel

CONVEYANCE: The Owner conveys and warrants to the County a perpetual Conservation

Easement over the forested portion of Parcel 1 (as demonstrated in the aerial photograph attached as

Exhibit 2) and over the entire Parcel 2. The scope of this Conservation Easement is set forth in this

agreement. This conveyance is a gift from the Donor to the County. Accordingly, this is exempt from

Transfer Tax pursuant to MCL 207.505(a) and 207.526(a).

1. PURPOSES OF THIS CONSERVATION EASEMENT AND COMMITMENTS OF THE

DONOR/OWNER AND THE COUNTY.

This Conservation Easement assures that the Property will be perpetually preserved in its predominately natural, scenic, forested, and open space condition. The Purposes of this Conservation Easement are to protect the Property’s unique natural resources; to retain quality habitat for native plants and animals, and to maintain and enhance the natural features of the Property. Any uses of the Property which may impair or interfere with the Conservation Values are expressly prohibited unless otherwise allowed or permitted pursuant to this Conservation Easement or the Consent Judgment between the parties in Emmet County Circuit case number 0l-6551-CZ, as consolidated. dated the same date.

values of importance to the Owner, the County, and the public. These values are

referred to as the "Conservation Values" in this Easement. The Conservation Values

include the following:

The Property is preserved pursuant to a clearly delineated federal, state, or local conservation policy and yields a significant public benefit. The following legislation, regulations, and policy statements establish relevant public policy:

The preservation of open space, woodlands, rural character, and farmland is a goal of the County’s Comprehensive Plan.

The Property is noteworthy for the undeveloped open farmland and mature hardwoods which offers habitat and foraging for song and migratory birds. The Property contains natural habitat in which wildlife, plants, or the ecosystem which support them, thrive in a natural state. The Property contains sustainable habitat for biodiverse vegetation of birds, and terrestrial animals. Valued native forest land exists on the Property, which includes diverse native species.

3. BASELINE DOCUMENTATION. Specific Conservation Values of the Property have been documented by the County, including, but not limited to, the site plan attached as Exhibit B to the Consent Judgment, the aerial photograph attached as Exhibit 2 to this Conservation Easement, and other documentation on file with the County.

4. PROHIBITED ACTIONS. Any activity on, or use of, the Property which is inconsistent with the Purposes of this Conservation Easement or which is detrimental to the Conservation Values, except as permitted in paragraph 5, below, is expressly prohibited. By way of example, but not by way of limitation, the following activities and uses are explicitly prohibited:

Commercial Activities. Any commercial activity on the Property is prohibited unless authorized or permitted by this Easement or the Consent Judgment between the parties.

Industrial Activities. Any industrial activity on the Property is prohibited.

Construction. The placement or construction of any human-made modification such as, but not limited to, structures, buildings, fences, roads, and parking lots is prohibited except as provided for under Paragraph 5.

Cutting Vegetation. Any cutting of trees, vegetation, including pruning or trimming, is prohibited, except for the cutting, removal of trees, or management to sustain the mixed hardwoods climax forest or vegetation and as provided for under Paragraph 5..

Land Surface Alteration. Any mining or alteration of the surface of the land is prohibited, including any substance that must be quarried or removed by methods that will consume or deplete the surface estate, including, but not limited to, the removal of topsoil, sand, gravel, rock, and peat, except as part of farming, agriculture, horticulture, rustic camping site maintenance or improvement or ecological restoration conducted pursuant to Paragraph 5.

Waste Dumping. Processing, storage, dumping, or disposal of liquid or solid waste, reflise, or debris on the Property is prohibited, except for non-hazardous waste generated by the use of the property by the general public pending its frequent and periodic removal.

Water Courses. Natural water courses or wetlands, if any, may not be altered.

Signs and Billboards. Billboards are prohibited. Signs are prohibited, except the following signs may bedisplayed for the following purposes:

To disclose the name and address of the property or the owner’s name.

To advertise the Property for sale.

To identify and interpret trails and natural features.

To identify or disclose permitted uses of the Property or adjacent or contiguous non-

Conservation Property owned or leased by Blissfest.

5. PERMITTED USES.

restricted by this Conservation Easement. In particular, the following rights are reserved:

Easement and the subsequent Owner will be bound by all obligations in this agreement.

Right to Add and Maintain Trails, Rustic Camping Sites and Use Existing Roads.

The Owner retains the right to use existing access roads or trails and add and maintain an

access road, or add and maintain rustic camping sites approved under the terms of the

Consent Judgment.

Prior to adding of new benches or viewing platforms, the Owner will provide a written Plan to the County Planning and Zoning Department for review and approval under the provisions of Paragraph 8. The County shall review and either approve or notify the Owner of any deficiencies in the Plan that relate to protecting the Conservation Values of the Property. Such approval shall not be unreasonably withheld.

Right to Manage or Cut Vegetation. The Owner retains the right to cut, remove and/or manage vegetation only under the following conditions, or as otherwise set forth in paragraph 5 of this Conservation Easement:

1. to remove dangerous trees or trees required to be removed for permitted structures under this Conservation Easement or the Consent Judgment;

vegetation (as documented by a professional forester or other natural resource specialist)

and as approved by the County underthe provisions of Paragraph 8; or

4. to sustain the mixed hardwoods climax forest through appropriate forest management

practices.

5. to remove small trees less than 6" in diameter to maintain or add rustic camping sites.

6. to remove trees as part of a timber stand improvement (TSI) plan.

lit to Maintain Managed Open Space Areas. The Owner retains the right to continue

to maintain certain open space areas on the Property designated as Managed Open Space

on the Baseline Documentation Map or Site Plan, Exhibit B to Consent Judgment. Said

maintenance includes, but is not limited to mowing and removing woody vegetation from

non-forested areas of the Property.

Right to Conduct Ecological Restoration. The Owner retains the right to conduct ecological restoration on the Property if (a) it is planned and undertaken meeting the following goals and (b) is conducted (i) in accordance with applicable government regulations, (ii) in accordance with an Ecological Restoration Plan prepared by a qualified natural resource professional approved in advance by the County.

Ecological restoration is the process of assisting the recovery and management of ecological integrity with sensitivity to regional and historical context of the landscape. Ecological Restoration includes, but is not limited to, planting native species, removing non-native or invasive species, and implementation of a natural disturbance regime (e.g., fire) appropriate for the Property.

Right to Operate Motorized Vehicles. The Owner retains the right to operate motorized

vehicles on the Property on the established roads, driveways and parking areas as demonstrated in the Site Plan, attached as Exhibit B to the Consent Judgment in the Baseline Documentation. The Owner also retains the right to operate motorized vehicles off-road on the Property for management activities described in Paragraph 5, such as golf carts or shuttle vehicles for walk-in campers. The Owner retains the right to use the property for camping, parking, or other services related to the annual Blissfest Festival or other permitted use of the Property under the Conservation Easement or Consent Judgment.

Right to Use Property for Blissfest Festival and Other permitted uses. The Owner retains the right to use the Property for its annual Blissfest Festival as provided in the

Consent Judgement, and as otherwise permitted by the Consent Judgment or this

Conservation Easement. including farming, agriculture, horticulture, camping, and rustic shelters or camping in the mature forest conservation casement area on Parcel No. 1 as identified in the Consent Judgment.

Right to Develop and Use Property for Single Family Cluster Option. The Owner retains the right to use the Property for a single family development and use on approximately the south

Right to Enter. The County has the right to enter the Property at reasonable times to monitor the Conservation Easement Property. Furthermore, the County has the right to enter the Property at reasonable times to enforce compliance with, or otherwise exercise its rights under, this Conservation Easement. The County may not, however, unreasonably interfere with the Owner’s use and quiet enjoyment of the Property. The County has no right to permit others to enter the Property. The general public is not granted access to the Property under this Conservation Easement except that the County may invite members of the general public to one nature walk or low-impact event each calendar year upon a 30 day written notice to, and with the concurrence and approval of, the Owner at a mutually convenient time. This does not limit the right to inspect under the Consent Judgment.

2. Right to Preserve. Except as otherwise expressly provided in the Conservation Easement, the County has the right to prevent any activity on or use of the Property that is inconsistent with the Purposes of this Conservation Easement or detrimental to the Conservation Values of the Property.

4. Signs. The County has the right to place two signs on the Property which identify the land as protected by this Conservation Easement. The location of signs is subject to the Owner’s approval.

7. COUNTY’S AND OWNER’S REMEDIES. This section addresses cumulative remedies of the County and limitations on these remedies.

Acts Beyond Owner’s Control. The County may not bring an action against the Owner for modifications to the Property resulting from causes beyond the Owners’ control, including, but not limited to, unauthorized actions by third parties, natural disasters such as unintentional fires, floods, storms, natural earth movement, or even an Owner’s well-intentioned action in response to an emergency resulting in changes to the Property. The Owner has no responsibility under this Conservation Easement for such unintended modifications.

Notice and Demand. If the County determines that the Owner is in violation of this Conservation Easement, or that a violation is threatened, the County shall provide written notice to the Owner. The written notice will identify the violation and request corrective action to cure the violation and, where the Property has been injured, to restore the Property. However, if at any time the County determines that the violation constitutes immediate and irreparable harm, no written notice is required. The County may then immediately pursue its remedies to prevent or limit harm to the Conservation Values of the Property. If the County determines that this Conservation Easement is, or is expected to be, violated, and the County’s good-faith and reasonable efforts to notify the Owner are unsuccessful, the County may pursue its lawful remedies to mitigate or prevent harm to the Conservation Values without prior notice and without awaiting the Owner’s opportunity to cure.

Failure to Act. If, within 28 days after written notice, the Owner does not implement corrective measures requested by the County, the County may bring an action in law or in equity to enforce the terms of the Conservation Easement. In the case of immediate or irreparable harm, or if an Owner is unable to be notified, the County may invoke these same remedies without notification and/or awaiting the expiration of the 28-day period.The County is entitled to enjoin the violation through temporary or permanent injunctive relief and to seek specific performance, declaratory relief, restitution, reimbursement of expenses, and/or an order compelling the Owner to restore the Property. If the court determines that the Owner has unreasonably or without sufficient basis, or in bad faith, failed to comply with this Conservation Easement, the Owner shall also reimburse the County for all reasonable litigation costs and reasonable attorney’s fees.

Cumulative Remedies. The preceding remedies of the County are cumulative. Any, or all, of the remedies may be invoked by the County if there is an actual or threatened violation of this Conservation Easement.

Owner’s Remedies. The Owner shall have the right to enforce the County’s compliance with its obligations under this Conservation Easement through declaratory and equitable relief, including specific performance and injunction, including costs and attorney fees in the event the County has defended without a sufficient or reasonable basis.

8. NOTIFICATION PROVISION. The County is entitled to 28 Days written notice whenever its approval is required under this Conservation Easement. If the County fails to respond within 28 Days after it receives the written request, then its approval shall be deemed given.

9. CONSERVATION EASEMENT REQUIREMENTS UNDER MICHIGAN

8. The County is qualified to hold conservation easements

pursuant to these statutes.

10. OWNERSHIP COSTS AND LIABILITIES. In accepting this Conservation Easement, the County shall have no liability or other obligation for costs, liabilities, taxes or insurance of any kind related to the Property. The County, its officials, employees and agents have no liability arising from injury or death to any person or physical damage to any property on the Property, except for injury or death of any person or property incurred in connection with or arising out of the County’s use or activities on or in connection with the Property. Neither Party waives any immunities granted by law. The County shall reimburse the Owner from any claims (including costs and reasonable attorney fees) for injury or death of any person or damage to property incurred in connection with or arising out of the County’s use of the Property.

11. ASSIGNMENT. The County may assign this Conservation Easement, and the rights and obligations contained herein, to another organization or entity. This entity shall be a "qualified organization" for purposes of Internal Revenue Code Section 170(h)(3). Any assignment of this Conservation Easement must insure that the Purposes of this Conservation Easement as set forth in Section 1 are satisfied and guarantee the perpetual protection of the Property. It is specifically provided that if for any reason the Owner or his estate gives notice to the County that it in the future wants to gift to the County the entire fee of the Property subject to this Conservation Easement, the County shall assign the Conservation Easement to another such "qualified organization" in I.R.C., Section 170(h)(3) before accepting delivery of the title to the Property pursuant to any such gift.

12. MERGER. In the event the assignment to another "qualified organization" as described in paragraph—6 11 above, is impossible, the Owner and the County agree that this Conservation Easement shall survive any merger of the fee and easement interest in the Property.

13. CESSATION OF EXISTENCE. If the County shall cease to exist or if it fails to be a "qualified organization" for purposes of Internal Revenue Code Section 170(h)(3), or if the County is no longer authorized to acquire and hold conservation easements, then this Conservation Easement shall become vested in another entity. This entity shall be a "qualified organization" for purposes of Internal Revenue Code Section 170(h)(3). The County’s rights and responsibilities shall be assigned to any entity having similar conservation purposes to which such right may be awarded under the cy pres doctrine.

14. TERMINATION. This Conservation Easement may be extinguished only by an unexpected change in condition which causes it to be impossible to fulfill the Conservation Easement’s purposes, or by exercise of eminent domain.

7. Unexpected Change in Conditions. If subsequent circumstances

8. Eminent Domain. If the Property is taken, in whole or in part, by power of eminent domain, then the County will be entitled to compensation by the method as is set forth in IRC Treasuty Regulations Section 1. l7OA-14(g)(6)(ii) in effect on the date of this Conservation Easement.

15. LIBERAL CONSTRUCTION. This Conservation Easement shall be liberally construed in favor of maintaining the Conservation Values of the Property and in accordance with the Conservation and Historic Preservation Easement, Sub part 11 of Part 21 of the Michigan Natural Resources and Enviromnental Code MCL 324.2140 et seq.

16. NOTICES. For purposes of this Conservation Easement, required written notices shall be

provided by either party to the other party by personal delivery or by First Class

mail to the most recent address of record. If a new party succeeds either party or

either party changes its address, the new address information shall be provided in

Class mail. Service will be complete upon personal delivery or upon depositing

the properly addressed notice with the U.S. Postal Service with sufficient postage

prepaid.

the remaining provisions will remain in force.

18. SUCCESSORS. This Conservation Easement is binding upon, and inures to the benefit of, the Donor/Owner’s and the County’s successors in interest. All subsequent Owners of the Property are bound to all provisions of this Conservation Easement to the same extent as the Donor.

2.]

Easement to affect the entire Parcel 2.]

Executive Director, Blissfest Music Organization

____________,M149______

PREPARED BY:

James M. Olson

Olson & Bzdok, P.C.

420 East Front Street

Traverse City, MI 49686