18-02060P

NOTIFICATION OF ARTICLE 9 DISPOSITION OF “MACH ALERT” COLLATERAL
Notice is hereby given that, pursuant to Florida Statutes §§ 679.610 and 679.613, Hancock Whitney Bank f/k/a Hancock Bank (“Secured Party”), will sell the collateral described below (the “Collateral”) owned variously by DCR Engineering Services, Inc., DCR Mobiletech, Inc. and DCR Business Solutions, Inc. (collectively, the “Borrowers”) by public auction sale (“Sale”) to Mach Alert Technologies, LLC for the amount of Two Hundred Thirty-Five Thousand and no/100 Dollars ($235,000.00) or such higher price as may offered by a bidder the Secured Party, in its sole discretion, deems qualified as per the terms set forth below. The public auction sale will be held on October 17, 2018 at 10:00 a.m. at the offices of Shumaker Loop & Kendrick, LLP, counsel for the Secured Party, located at Bank of America Plaza, 101 E. Kennedy Boulevard, Suite 2800, Tampa, FL 33602.
The “Mach Alert Collateral” consists of assets of the Borrowers relating to their line of business involving the development, support and service of a proprietary “Fire Station Alerting and Automation” (FSAA) system.
TERMS OF AUCTION
1. Collateral. All accounts, inventory, equipment, tangible assets and general intangibles (including software) owned by Borrowers (“Mach Alert Collateral”) but only to the extent that such Mach Alert Collateral relates to or is used in connection with the products and services provided to Motorola Solutions, Inc. and its customers by such Borrowers, and all accessions, attachments and other additions, all books, data and records, and all intellectual property owned or claimed related to the Mach Alert Collateral, including, without limitation, the following items:
A. Parts, Inventory, Equipment or other Tangible Assets owned by DCR Engineering Services, Inc. or by DCR Mobiletech, Inc. used in connection with the Mach Alert business.
B. Corporate Supply Agreement between Motorola Solutions, Inc. and DCR Engineering Services, Inc. dated as of December 19, 2011 (the “Corporate Supply Agreement”), as well as all of Debtor's rights and interests in any related Subcontract Agreements, Statements of Work, and purchase orders entered into in connection with the obligations of DCR Engineering, Inc. under the Corporate Supply Agreement. SECURED PARTY MAKES NO WARRANTIES AS TO THE STATUS OF THIS CONTRACT OR AS TO THE ASSIGNABILITY OR OTHER TRANSFER OF THIS CONTRACT AND ANY INTERESTED BIDDER SHOULD MAKE SUCH INQUIRIES AS IT DEEMS APPROPRIATE WITH RESPECT TO THIS CONTRACT.
D. All trademarks, websites, domain names and other intellectual property which use the name “Mach Alert” or which otherwise involve the “Mach Alert” business of the Borrowers.
E. Accounts receivable owed to any of the Borrowers arising from or related to the Mach Alert business.
Secured Party will provide a more complete listing as to the Parts, Inventory, Equipment, Accounts Receivable and other Tangible Assets (which consist of approximately 18 pages) to any interested party upon request made via email to counsel for Secured Party as set forth below.
2. As Is/Where Is Sale. Secured Party will offer to sell all of the Collateral “As Is/Where Is” with all faults and without recourse, representation, warranty or guaranty, whether express or implied. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SECURED PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SECURED PARTY WILL NOT BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. No descriptions of the Collateral (either as set forth above or on the supplemental materials available from counsel for the Secured Party) nor any oral statements made by the Secured Party (or its agents, employees or attorneys) concerning the Collateral shall be construed as a warranty either express or implied. There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition.
3. Deposit. In order to participate in the Sale as a “Qualified Bidder”, such bidder (a) shall make a deposit in the amount of $100,000.00 (“Required Deposit”) by wire transfer to the trust account of Shumaker, Loop & Kendrick, LLP as counsel for the Secured Party not later than 2:00 p.m. on Tuesday, October 16, 2018; and (b) notify undersigned counsel for Secured Party of its intent to bid at the Sale. Interested bidders should contact undersigned counsel for Secured Party in writing to obtain wire instructions. Any Required Deposit made by a Qualified Bidder who is not the successful bidder (or who becomes a backup bidder in the event a successful bidder does not timely close) will be returned to such bidder via trust account check from counsel for Secured Party within five (5) business days of the Closing Date.
4. Bids and Auction Terms. The Sale shall be a public auction to the highest Qualified Bidder. The Collateral will be sold for cash at such price and on such other commercially reasonable terms as the Secured Party may determine at the Sale. A Qualified Bidder must be physically present at the Sale in order to bid. The minimum opening bid will be $235,000.00 and bidding increments will be $10,000 or such other amount as Secured Party may announce throughout the Sale. The Secured Party may announce changes in the minimum bidding increments at the Sale as often as the Secured Party in its discretion determines is appropriate. Higher bids will continue to be received until the Secured Party has determined that it has received the highest bid from a Qualified Bidder. The Secured Party may, in its discretion, also choose to accept the next highest bid from a Qualified Bidder as a backup bidder. The Secured Party reserves the right to (a) reject all bids and terminate the Sale or adjourn the sale to such other date and time as the Secured Party may deem proper, by announcement prior to the date of the Sale or at the place and on the date of the Sale, and any subsequent adjournment thereof, without further publication, and (b) impose any other commercially reasonable conditions upon the sale of the Collateral as the Secured Party may deem proper. The bid amounts are exclusive of transfer and sales taxes, which each bidder covenants to pay if such bidder is the successful bidder. The amount of transfer or sales tax shall be as computed by Secured Party (whose computation shall be binding absent manifest error).
5. Full Payment. Upon conclusion of the Sale, the successful bidder must execute and deliver to Secured Party a Memorandum of Sale in the form required by Secured Party confirming such bidder's winning bid and agreement to purchase the Collateral. The closing shall take place on or before one business day following the conclusion of the Sale (the “Closing Date”), TIME BEING OF THE ESSENCE, at which time the successful bidder will be required to pay the amount of the winning bid plus the amount of transfer and sales tax as computed by Secured Party (whose computation shall be binding absent manifest error) to the Secured Party, less the Required Deposit (if previously paid by the winning bidder), by certified or bank check or by wire transfer (pursuant to such instructions as Secured Party may provide at the Sale) of immediately available funds (the “Balance”). The Balance must be paid upon the execution and delivery of any closing documents required by the Secured Party. The sale will be consummated immediately upon execution and delivery of closing documents and receipt of payment by the Secured Party in immediately available funds of the Balance (which, as set forth above, shall include all amounts due for sales or transfer taxes, if any, related to the sale of the Collateral, which shall be paid by the purchaser). Upon payment in full (including all sales or transfer taxes, if any, related to the sale of the Collateral, which shall be paid by the purchaser), the purchaser shall receive a secured lender quit-claim bill of sale and assignment of intangibles representing the Collateral purchased, without guaranty of signatures, without payment of any transfer or other tax (which shall be the sole responsibility of the successful bidder), without warranty by or recourse to the Secured Party, its agents or its representatives, in form and substance acceptable to the Secured Party. If a successful bidder does not timely close, any Deposit made by such bidder shall be retained by Secured Party and the Secured Party may elect to close with the backup bidder.
6. Other Terms. By bidding at the Sale, all bidders shall be deemed to have agreed to the terms and conditions of the Sale as set forth herein. Each bidder must state his or her name, for whom he or she is bidding and the amount of each bid made. The Secured Party in its sole discretion hereby reserves the right to cancel or postpone any or all of such sales of the Collateral. In the event of cancellation, the Secured Party will promptly return any Required Deposit. The Secured Party further reserves its rights in all collateral of Borrowers not being sold pursuant to this notification.
For further information, contact counsel for the Secured Party:
Mark D. Hildreth
240 South Pineapple Ave.,
10th Floor
Sarasota, FL 34236
941-364-2747
[email protected]
October 12, 2018 18-02060P

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