Pace, the Suburban Bus Division of the Regional

Transportation Authority

Arlington Heights, Illinois

Online Sales - Terms and Conditions

ALL SALES ARE FINAL.

Definitions. For purposes of these terms and conditions ("Seller Terms"):

•         "Bidder" or "Buyer" means a person or entity submitting a bid.

•         “Force majeure event" means an event beyond the reasonable control of Seller that delays or prevents Seller from performing any of its obligations under the Listing Contract, including when it is commercially impracticable, illegal, or impossible to perform, due to events such as severe weather, war or hostilities, insurrection, riot or civil unrest, strike or other labor action, environmental contamination or release of radioactive, chemical or biological agent into the atmosphere, epidemic, pandemic, terrorist act(s) or threats of terrorism, cyber-attack, outage with respect to a third-party hosting service, or similar events or threats of any of the foregoing.

•     "GovDeals" means the online auction website operated by Liquidity Services Operations

LLC ("LSO") and designed to assist governmental agencies dispose of their surplus

inventory.

•     "Item" means any item that Seller offers for sale on GovDeals.

•     "Relative" means those people related to an employee of Seller as father, mother, son,

daughter, brother, sister, uncle, aunt, great aunt, great uncle, first cousin, nephew, niece,

husband, wife, grandfather, grandmother, grandson, granddaughter, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, stepfather, stepmother,

stepson, stepdaughter, stepbrother, stepsister, half-brother, half-sister, and including the

father, mother, grandfather, or grandmother of the employee's spouse and the employee's

fiancé or fiancée.

•     "Seller" means Pace, the Suburban Bus Division of the Regional Transportation Authority.

Sales to Employees. Employees of Seller and their relatives may not bid on any items.

Acceptance of Terms and Conditions. By submitting a bid on an item, Bidder certifies that Bidder has read, understands, and accepts the listing for the item ("Listing"), the Seller Terms, and LSO's User Agreement found on GovDeals at https://www.govdeals.com/content/site-terms. Bidder further agrees that the Seller Terms and all other terms and conditions that may appear in the Listing, if any, will become a binding contract (collectively, "Listing Contract") between Bidder and Seller upon Seller's acceptance of Bidder's bid.

Order of Precedence. LSO's User Agreement includes a Listing Contract Policy ("LCP"), which is incorporated into and made a part of the Seller Terms. The terms of the LCP will apply in cases in which the Listing Contract is silent as to any of the terms set forth in the LCP. In the event of a conflict between and/or among the Listing, the Seller Terms, and the LCP, the following order of precedence will apply:

Listing

Seller Terms

LCP

provided, however, neither the Listing nor the Seller Terms will be deemed to modify, amend, or

otherwise alter LSO's rights, obligations, or liability under the User Agreement.

Eligibility. Bidder represents and warrants that Bidder is:

• an individual who is at least 18 years of age and able to enter into a legally binding contract; or

• a legal entity wherein the individual who is bidding on the entity's behalf ( 1) is at least 18   years of age and (2) has the authority to enter into a legally binding contract on the entity's behalf

Guaranty Waiver. All items are offered for sale, and Buyer agrees to accept all items, "AS IS, WHERE IS, AND WITH ALL FAULTS." Seller makes no warranties, guaranties, or representations of any kind, expressed or implied, to Buyer with respect to the items, including implied warranties of merchantability and fitness for a particular purpose. Buyer is not entitled to any payment for lost profits or any other money damages, including but not limited to special, direct, indirect, or consequential damages.

Personal and Property Risk/Indemnification. Persons in attendance during the inspection, sale, or removal of items assume all risks of loss or injury to person (including death) and damage to property and forever release and discharge Seller from liability therefor. Buyer shall indemnify, defend, and hold harmless Seller and its directors, officers, employees, agents, and representatives from and against all liabilities, injuries, losses, damages, claims, suits, payments, settlements, judgments, demands, costs, and expenses, including reasonable attorneys' fees, arising out of Buyer's inspection, purchase, or removal of the items and/or their condition, performance, or use.

Inspection. Most items offered for sale are in used condition and may contain defects not immediately detectable. Descriptions of items are based upon information available to Seller from other sources. Seller will not be liable to Buyer for any errors, omissions, or inaccuracies in those descriptions. Items will be made available for inspection prior to the close of the auction at such date(s) and time(s) specified in the Listing. Bidders are encouraged to inspect items prior to bidding and shall adhere to the inspection date(s) and time(s). See the special instructions in the Listing for inspection details.

Consideration of Bid. Seller may: (1) reject any or all bids; (2) withdraw any item from sale; and/or (3) revoke its acceptance of a bid at any time until Seller has received payment in full.

Reserve Requirement. If there is a reserve requirement and the reserve price is not met by the close of bidding, Seller may sell the item to the next highest bidder, relist the item for sale, or otherwise dispose of the item at Seller's sole discretion.

Buyer's Certificate. The successful Bidder will receive a buyer's certificate by email from LSO as

confirmation that the successful Bidder has made payment in full.

Payment. To make payment in full, the successful Bidder must pay the winning bid amount plus any applicable taxes, buyer's premium, additional fees specified in the Listing, and amounts otherwise owed by the successful Bidder to LSO with respect to the successful Bidder's account(s) with LSO or services provided by LSO to the successful Bidder (collectively, "Total Amount Due"). The successful Bidder shall pay the Total Amount Due no later than five business days after the date and time of Seller's acceptance of the successful Bidder's bid. Payment must be: (1) in U.S. dollars; (2) with the successful Bidder's own funds or the funds of an affiliate, parent, or subsidiary of the successful Bidder if the successful Bidder is a legal entity; and (3) made by bank wire transfer to LSO. LSO, in its sole discretion, may permit the successful Bidder to pay by credit card.

The successful Bidder agrees to pay interest on any overdue amounts at the maximum rate permitted by applicable law together with any legal or collection costs incurred by Seller.

Sale Documentation. Seller will issue a bill of sale and, if applicable, the title or certificate for the awarded item to the successful Bidder at the time of removal of the item. Titles may be subject to restrictions as indicated in the Listing.

Removal. The successful Bidder shall remove the awarded item within five business days after the date and time of delivery of the buyer's certificate by email to the successful Bidder ("removal period"). Seller may charge a daily storage fee of $50.00 for any item that the successful Bidder fails to remove within the removal period. Seller will release the item only after: (1) Seller receives payment of all amounts due to Seller from the successful Bidder, including any applicable daily storage fees, and (2) the successful Bidder presents Seller with valid photo identification and the buyer's certificate showing payment in full and signs the bill of sale at the time of the removal of the item. If an individual other than the successful Bidder will be removing the item, the successful Bidder shall ensure that, at the time of removal of the item, the individual presents Seller with valid photo identification, the buyer's certificate showing payment in full, and written notification from the successful Bidder naming the individual as the successful Bidder's agent and authorizing the individual to sign the bill of sale and remove the item. Upon commencement of removal of the item, all risk of loss shifts to the successful Bidder, and the successful Bidder is solely responsible for insuring and removing the item. The successful Bidder shall make all arrangements and shall perform all work necessary to remove the item from the place where the item is located, including packing, loading, unloading, transporting, and shipping the item. Under no circumstances will Seller assume responsibility for packing, loading, unloading, transporting, or shipping items. See the instructions in the Listing for removal details.

Default.

(1)   By Buyer. Default by Buyer includes Buyer's failure to: (a) make payment within the time and/or in the manner specified; (b) remove an awarded item within the removal period; and (c) otherwise perform Buyer's obligations under the Listing Contract. Default may result in termination of the Listing Contract and Buyer's suspension from participation in all future sales until the default has been cured. If Buyer fails in the performance of Buyer's obligations, Seller may exercise such rights and may pursue such remedies as are provided by law. Failure of either party to exercise any right or pursue any remedy will not constitute a waiver of that right or remedy. Buyer will be liable to Seller for Seller's costs and reasonable attorneys' fees associated with Seller's enforcement of the Listing Contract against Buyer. Seller may reclaim and resell the item in the event of Buyer's default. Resale of the item does not relieve Buyer of Buyer's obligations. In the event the item is reclaimed and resold for Buyer's failure to make payment within the time and/or in the manner specified or for Buyer's failure to remove an awarded item within the removal period and the proceeds of the resale ("Resale Amount") are less than the amount due to Seller from Buyer ("Buyer Amount"), Buyer will be liable to Seller for the difference between the Buyer Amount and the Resale Amount plus any costs associated with the resale.

(2)   By Seller. Default by Seller will occur if Seller does not cure its failure to perform its obligations under the Listing Contract within five business days after receiving Buyer's written notice of such failure. Buyer's sole and exclusive remedy in the event of Seller's default will be to terminate the Listing Contract by providing written notice to Seller and receive a refund of all amounts paid to LSO pursuant to the Listing Contract. If a force majeure event occurs before Seller's default, the Seller's cure period will be extended for the duration of that force majeure event.

State/Local Sales and/or Use Tax. Buyers may be subject to payment of state and/or local sales and/or use tax and, in connection therewith, are responsible for completing any requisite forms and paying any taxes that may be imposed.

Entire Agreement. The Listing Contract constitutes the entire agreement between the parties and

supersedes any prior written or oral understandings, agreements, or representations between the parties that may have related in any way to the subject matter of the Listing Contract, and no other written or oral warranties, inducements, considerations, promises, representations, or interpretations, which are not expressly addressed in the Listing Contract, will be implied or impressed upon the Listing Contract.

Notice. Any notice under the Listing Contract must be in writing and, except as otherwise provided in the Listing Contract, must be given in the following manner:

(1) by personal delivery (deemed effective as of the date and time of delivery);

(2) by commercial overnight delivery (deemed effective on the next business day following

deposit of the notice with a commercial overnight delivery company); or

(3) by certified or registered mail, return receipt requested, with proper postage prepaid (deemed

effective on the third business day following deposit of the notice in the U.S. mail).

Business days are defined as Monday through Friday, excluding federal holidays. Business hours are defined as 8:00 a.m. to 5:00 p.m. Central Time on Monday through Friday, excluding federal holidays. The notice must be addressed as follows or to such other address as either party may from time to time specify in writing:

If to Seller:

550 W. Algonquin Road

Arlington Heights, IL 60005

Attention: Chief Procurement Officer

If to Buyer:

Address identified for Buyer during

registration process

Amendment. No changes, amendments, or modifications to the Listing Contract will be valid unless they are in writing and signed by the duly authorized signatory of each party.

Assignment. No party may assign, delegate, or otherwise transfer all or part of its rights and obligations under the Listing Contract without the prior written consent of the other party. Any successor or approved assign under the Listing Contract will accede to all the terms, conditions, and requirements of the Listing Contract as a condition precedent to that succession or assignment.

Binding Effect. The Listing Contract will be binding on the parties and their respective directors,

officers, employees, agents, representatives, successors, and approved assigns.

Severability. If any provision of the Listing Contract or amendment thereto is held invalid or

unenforceable by an Illinois court of competent jurisdiction, that provision will be deemed severed

therefrom, and the remaining provisions will remain in full force and effect.

Survival. Any provision of the Listing Contract that imposes an obligation after termination or

expiration of the Listing Contract will be deemed to survive termination or expiration of the Listing

Contract.

Headings. The headings in the Seller Terms are for reference and convenience only and will not affect the meaning or interpretation of the Listing Contract.

Singular, Plural, and Gender. When used in the Listing Contract, unless the context otherwise

requires, the singular includes the plural, the plural includes the singular, and gender-related nouns and pronouns include the feminine, masculine, and gender neutral.

Governing Law, Jurisdiction, and Venue. The Listing Contract will be governed by and construed in accordance with the laws of the State of Illinois without regard to principles of conflicts of law, and the parties shall submit to the exclusive jurisdiction and venue of the Circuit Court of Cook County, Illinois, Third Municipal District, in Rolling Meadows, Illinois for any dispute arising out of or related to the Listing Contract.