25A - AGMT FOR CITY OWNED PROPERTY

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EXHIBIT 1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into this 13th day of August, 2020 ("Effective Date"), by and between CARIBOU INDUSTRIES, INC., a Nevada corporation ("Buyer"), and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Seller" or "City"). As used herein, Buyer and Seller may be referred to collectively as the "Parties," and each individually as a "Party." RECITALS A. Seller is the fee simple owner of that certain real property consisting of approximately 1.01 acres, located at 205 West Civic Center Drive, Santa Ana, California legally described in Exhibit "A" attached to this Agreement and incorporated into this Agreement in its entirety by this reference, as well as the driveway lot at the corner of Sycamore and Civic Center Drive, depicted in the map attached hereto as Exhibit "A-V ("Driveway Lot") and incorporated herein by reference (collectively, the "Property"). As of the Effective Date, the Driveway Lot is not a separately conveyable legal parcel and the Seller shall take all necessary actions to make the Property a separately conveyable legal parcel prior to the Closing. B. On March 3, 2020, the Santa Ana City Council adopted Resolution No. 2020-014 declaring the Property as surplus land and directed the City Manager to comply with the requirements of Government Code Section 54220 for the sale of surplus land. C. On March 9, 2020, the City released a Notice of Availability ("NOA") of surplus property for the Property for a period of sixty (60) days. This NOA was sent out to all " local public entities," as defined in Health and Safety Code section 50079, within whose jurisdiction the surplus land is located and to "Housing Sponsors" that have notified the California Department of Housing and Community Development ("HCD") of their interest in surplus land. This NOA was also sent to local parks agencies and school districts. D. On May 11, 2020, the City received one notification of interest to the NOA from Innovative Housing Opportunities/Western Pacific Housing ("Innovative Housing") to develop affordable housing at the Property. The City then entered good faith negotiations with Innovative Housing. E. On June 22, 2020, the City received notice from Innovative Housing that due to the complexity of the project, its need for City funding, and the lack of parking, they would no longer pursue the development of the Property, and rescinded its proposal. Negotiations ended, and with no other proposals, the City has completed all Surplus Land Act requirements. F. Seller now desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller in accordance with the provisions of this Agreement at fair market value for the development of a hotel project and related uses ("Project"), subject to City approval under proper permits. 25A-4