HomeMy WebLinkAboutLegal - Agreement - 04/15/2025 GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT(this"Assignment") is made as of Arpil 15th,2025,. by
Old Town Design Build, Inc. ("Assignor"), to SPD Architecture, Inc., a Colorado corporation
("Assignee").
RECITALS
A. Assignee is a party to that certain agreement with 4401 Innovation LLC (the
"Owner"), pursuant to which, Assignee is providing certain professional services (the
"Services") to the Owner in connection with an already designed pickleball facility consisting of
11 indoor and 6 outdoor courts along with associated services including offices,viewing lounges,
a pro shop, and restrooms,(the"Project").
B. In order to provide the Services, all copyrights and other intellectual property
rights of Assignor must be conveyed to Assignee.
C. Assignee agrees to convey the copyrights and other intellectual property rights of
Assignor to Assignee.
AGREEMENT
NOW, THEREFORE, Assignor, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, hereby agrees as follows:
1. Assignor hereby grants, bargains, conveys, and assigns to Assignee all of
Assignor's right, title and interest in and to the following, but only to the extent same pertain to
the Project("Assigned Rights"):
a. All architectural, structural, mechanical/plumbing/electrical engineering,
and Civil Engineering documents including but not limited to (the"Documents"):
i. any contract Assignor is a party to relating to the Project;
ii. overall building floor plan(s);
iii. enlarged floor plans;
iv. all CAD files;
V. building elevations;
vi. building sections;
vn. wall sections and details;
viii. room finish schedule;
ix. dour and window schedules,door types and details;
X. casework elevations;
xi. sport court layouts, specifications, and details including interior
and exterior fencing;
xii. ADA lift plans,details, sections, and specifications;
b. all worldwide copyright, and other proprietary rights ("IP Rights") in the
Documents,
C. all warranties, guaranties and indemnities received from third parties, and
all claims, demands and causes of action against third parties, but only to the extent they
are for the benefit of, and applicable to, the Project, including, without limitation, any
warranties, guaranties, indemnities, contractual rights, claims, demands and causes of
action pertaining to the development, construction, design or completion of the Project
and/or the common areas, streets,utilities or other subdivision infrastructure;
d. all licenses, permits, governmental approvals, utility commitments, utility
rights (including rights to capacity or service), drainage and detention rights,
development rights or other similar rights;
e. all rights under any plats (preliminary or final) of any portion of the
Project or any rights-of-way abutting the Project or any portion thereof, including any
boundary plats and any right-of-way plats, submitted,approved or recorded.
2. This Assignment shall be binding on all parties, their heirs, successors, and assigns,and
may be recorded in the U.S. Copyright Office, and under the appropriate state provisions of the Uniform
Commercial Code.
3. Assignor waives all visual artist and moral rights the Assignor may have to any
illustrations contained in or associated with the Documents or IP Rights as well as all derivative
works or alterations made from the Documents or IP Rights; and to any commercial utilization
by the Assignee of the works specified herein, including, but not limited to; reproduction of the
works, print use, video use, computer use, incorporation with other works, preparation of
derivative works,publication in periodicals, etc.
4. Assignor shall not be liable for any errors, omissions, or inaccuracies in the
Documents following their transfer to the Assignee. Assignee acknowledges that any future use,
modification, or reliance upon the Documents is at their own risk, and Old Town Design Build,
Inc. shall bear no responsibility for damages or liabilities arising therefrom, including but not
limited to construction defects, code violations,or design inconsistencies.
5. The Assignor shall not, at any time hereafter, dispute or contest nor aid or assist
others in disputing or contesting,either directly or indirectly,the exclusive right,title and interest
of the Assignee in the Documents and IP Rights or the validity of any copyrights, trademarks,
royalty rights, or other proprietary rights therein claimed by the Assignee or its successors in
interest. Assignors shall execute any further documents necessary to accomplish the assignment
of rights discussed in this Agreement.
6. This Assignment does not constitute an assumption of any liability or obligation
by the Assignee,nor shall it be deemed to impose on Assignee any liability or obligation.
7. Assignor represents and warrants that Assignor has not conveyed, assigned or
encumbered any of the Assigned Rights,Documents, and IP Rights or any interest therein.
8. Assignor and Assignee will each cooperate with each other, their employees, and
agents to facilitate the purpose and intent of this Assignment including, without limitation, the
providing of information and documentation that may be reasonably required for the
enforcement of the rights and interests assigned hereby.
9. This Assignment may be executed in several counterparts, each of which shall be
fully effective as an original and all of which together shall constitute one and the same
instrument.
10. This Agreement shall be construed and enforced in accordance with the laws and
jurisdiction of the State of Colorado and any controversies which may arise regarding this
Agreement shall be brought solely in the State of Colorado regardless of any venue or
jurisdiction that may otherwise be available to any party. Failure to exercise any rights contained
in this Agreement shall not be construed as a waiver of such rights. if any provision of this
Agreement is held unenforceable, void, or invalid by a court or arbitration panel, such provision
shall be modified only to the extent necessary to make it enforceable, and as so modified, this
Agreement shall remain in full force and effect.
INDEMNIFICAUON
The Assignee agrees, to the fullest extent permitted by law, to indemnify and hold Old Town
Design Build, Inc. harmless from any and all damages,liabilities and costs,including reasonable
attorneys' fees and cost of defense, arising from or related to any modification of the Documents
(including, without limitation, plans and specifications) by the Assignee or any person or entity
who acquires or obtains the Documents, or any portion of the Documents, from or through the
Assignee.
Nothing in this Assignment shall relieve Old Town Design Build, Inc. from any obligations it
may have in any contract or agreement with the Owner. In no event shall Old Town Design
Build, Inc. be liable for any losses, profits or damages that result from any modification
Documents by or on behalf of Assignee.
[Signature Page Follows]
EXECUTED as of the date first above written.
ASSIGNOR: Old Town Design Build Inc..
By: -�
Its: President
STATE OF L - )
COUNTY OF e ss
The foregoing General Assignment was acknowledged before me this I Sth day of April,
2025 by Keira Harkin,as President of Assignor.
aitness my hand and icial seal.
Notary Public
My Commission Expires:
[SEAL]
JENNIFER L WAGNER
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 19974013215
M rVi
'Y COMMISSION EXPIRES 10/19/2025
ASSIGNEE: SPD Architecture,Inc.
By:
Shannon Doyle
Its: President