25.01.10 ICA Service Agreement for Lakeside Cinema2025 FORM: ICA – FunFlicks - January 10, 2025
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2025 Independent Contractor
Service Agreement
For Equipment and Staff
(“Lakeside Cinema”)
This Independent Contractor Service Agreement (“Agreement”) dated as of January 10, 2025, is
between the Town of Avon, a Colorado home rule community (“Town”), and Nelsen Enterprises, LLC, a
Limited Liability Company dba FunFlicks of the State of Colorado whose business address is 645 Azalea
Street, Brighton, CO 80601 (“Contractor” and, together with the Town, “Parties”).
1. Services: Contractor agrees to provide services (“Services”) as described in the proposal
(“Proposal”) attached hereto and incorporated herein as Exhibit A. To the extent the provisions of this
Agreement conflict with the Proposal, the terms of this Agreement shall control. Contractor shall provide
and complete the Services in a manner consistent with that degree of care and skill ordinarily exercised by
members of the same profession currently practicing under similar circumstances in Colorado. Contractor
hereby warrants that it has the workforce, training, experience, and ability necessary to properly complete
the Services in a safe and timely fashion. Contractor will comply and cause all of its employees, agents,
and subcontractors to comply, with applicable safety rules and security requirements while performing the
Services.
2. Independent Contractor: The Contractor shall perform the Services as an independent
contractor and shall not be deemed by virtue of this Agreement, or any other document attached or
referenced herein, to have entered into any partnership, joint venture, employer/employee, or other
relationship with the Town other than as a contracting party and independent contractor. The Town shall
not be obligated to secure, and shall not provide, any insurance coverage or employment benefits of any
kind or type to or for the Contractor or the Contractor’s employees, sub-consultants, contractors, agents, or
representatives, including coverage or benefits related but not limited to: local, state, or federal income or
other tax contributions; insurance contributions (e.g., FICA); workers’ compensation; disability, injury, or
health; professional liability insurance, errors, and omissions insurance; or retirement account contributions.
3. Insurance:
3.1. Minimum Amounts. The Contractor shall obtain and shall continuously maintain during the Term
(as defined herein) of this Agreement insurance of the kind and in the minimum amounts specified in this
Section 3.1. The Required Insurance (defined below) shall be procured and maintained with insurers with
an A- or better rating as determined by Best’s Key Rating Guide. All Required Insurance shall be
continuously maintained to cover all liability, claims, demands, and other obligations assumed by the
Contractor.
The Contractor shall secure and maintain the following (“Required Insurance”):
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A. Worker’s Compensation Insurance in the minimum amount required by applicable law for all
employees and other persons as may be required by law. Such policy of insurance, if any, shall be
endorsed to include the Town as a Certificate Holder.
B. Comprehensive General Liability insurance with minimum combined single limits of One Million
Dollars ($1,000,000.00) for each occurrence and of One Million Dollars ($1,000,000.00) aggregate.
The policy shall be applicable to all premises and all operations of the Contractor. The policy shall
include coverage for bodily injury, broad form property damage (including completed operations),
personal injury (including coverage for contractual and employee acts), blanket contractual,
independent contractors, products, and completed operations. The policy shall contain a
severability of interests provision. Coverage shall be provided on an “occurrence” basis as
opposed to a “claims made” basis. Such insurance shall be endorsed to name the Town as
Certificate Holder and name the Town, and its elected officials, officers, employees, and agents as
additional insured parties.
3.2. Additional Requirements for All Policies. In addition to specific requirements imposed on
insurance by this Section 3. INSURANCE and its subsections, insurance shall conform to all of the
following:
A. For Required Insurance and other insurance carried by Contractor (“Contractor Insurance”), all
policies of insurance shall be primary insurance, and any insurance carried by the Town, its
officers, or its employees shall be excess and not contributory insurance to that provided by the
Contractor; provided, however, that the Town shall not be obligated to obtain or maintain any
insurance whatsoever for any claim, damage, or purpose arising from or related to this Agreement
and the Services. The Contractor shall not be an insured party for any Town-obtained insurance
policy or coverage.
B. For Contractor Insurance and Required Insurance, the Contractor shall be solely responsible for
any deductible losses.
C. For Required Insurance, no policy of insurance shall contain any exclusion for bodily injury or
property damage arising from completed operations.
D. For Required Insurance, every policy of insurance shall provide that the Town will receive notice no
less than thirty (30) days prior to any cancellation, termination, or a material change in such policy.
3.3. Failure to Obtain or Maintain Insurance. The Contractor’s failure to obtain and continuously
maintain policies of insurance in accordance with this Section 3. INSURANCE and its subsections shall not
limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the
Contractor arising from performance or non-performance of this Agreement. Failure on the part of the
Contractor to obtain and to continuously maintain policies providing the required coverage, conditions,
restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which
the Town may immediately terminate this Agreement, or, at its discretion, the Town may procure or renew
any such policy or any extended reporting period thereto and may pay any and all premiums in connection
therewith, and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon
demand by the Town, or at the Town’s sole discretion, the Town may offset the cost of the premiums
against any monies due to the Contractor from the Town pursuant to this Agreement.
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3.4. Insurance Certificates. Prior to commencement of the Services, the Contractor shall submit to
the Town applicable certificates of insurance for all Required Insurance. Insurance limits, terms of
insurance, insured parties, and other information sufficient to demonstrate conformance with this Section
3. INSURANCE and its subsections shall be indicated on each certificate of insurance. Certificates of
insurance shall reference the Project Name as identified on the first page of this Agreement. The Town
may request and the Contractor shall provide within three (3) business days of such request a current
certified copy of any policy of Required Insurance and any endorsement of such policy. The Town may, at
its election, withhold payment for Services until the requested insurance policies are received and found to
be in accordance with the Agreement.
4. Payment: Payment for Services shall be due only after the Services are completed to the Town’s
satisfaction, which satisfaction shall be determined by the Town in its sole and reasonable discretion, and
after Contractor has submitted an invoice for the amount due complete with the Contractor’s taxpayer
identification number or social security number. Town shall pay Contractor within thirty (30) days after an
invoice in proper form is submitted to Town.
5. Town Unilateral Termination: Town may terminate this Agreement without cause upon delivery
of written notice to the Contractor at least ten (10) days prior to the effective date of termination or may
terminate this Agreement immediately upon delivery of written notice if Contractor fails to provide the
Services in accordance with the terms of this Agreement.
6. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive,
limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials,
employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular,
governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title
24, Article 10, Part 1 of the Colorado Revised Statutes.
7. Affirmative Action: Contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. Contractor will take affirmative action
to ensure applicants are employed, and employees are treated during employment without regard to their
race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination;
rates of pay or other forms of compensation; and selection for training, including apprenticeship.
8. No Third-Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create
a contractual relationship with, cause of action in favor of, or claim for relief for, any third-party, including
any agent, sub-consultant, or sub-contractor of Contractor. Absolutely no third-party beneficiaries are
intended by this Agreement. Any third-party receiving a benefit from this Agreement is an incidental and
unintended beneficiary only.
9. Limitation of Damages: The Parties agree that Contractor’s remedies for any claims asserted
against the Town shall be limited to proven direct damages in an amount not to exceed payment amounts
for Services due under the Agreement and that the Town shall not be liable for indirect, incidental, special,
consequential or punitive damages, including but not limited to lost profits.
10. Indemnity: To the fullest extent permitted by law, Contractor shall indemnify, defend and hold
harmless Town, its members, affiliates, officers, directors, partners, employees, and agents from and
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against all claims, damages, losses, and expenses, including but not limited to reasonable attorney’s fees,
arising out of the performance of the Services, provided that any such claim, damage, loss or expense is
caused by any negligent act or omission of Contractor, anyone directly or indirectly employed by Contractor
or anyone for whose acts Contractor may be liable, except to the extent any portion is caused in part by a
party indemnified hereunder.
11. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted
according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be
in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to
expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either
may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement.
The Parties agree the rule providing ambiguities in a contract are to be construed against the drafting party
shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this
Agreement and any exhibit or attachment, the language of this Agreement shall govern.
12. Term. The provision of Services under this Agreement shall commence on July 11, 2025 (the
“Effective Date”) and will terminate on August 29, 2025 (cumulatively, the “Term”); provided, however,
under no circumstances will the Term exceed the end of the current Town Fiscal year (January 1 –
December 31). The Contractor understands and agrees that the Town has no obligation to extend this
Agreement’s Term or contract for the provision of any future services, and makes no warranties or
representations otherwise. Notwithstanding the foregoing, the Parties may mutually agree in writing to the
monthly extension of this Agreement for up to twelve (12) consecutive calendar months if such extension is
approved by the Town Council and the Contractor and such extension do not alter or amend any of the
terms or provisions of this Agreement.
13. Article X, Section 20/TABOR. The Parties understand and acknowledge that the Town is subject
to Article X, § 20 of the Colorado Constitution (“TABOR”). The Parties do not intend to violate the terms
and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this
Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of
TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations
of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the
term of the Town’s current fiscal period ending upon the next succeeding December 31. Financial
obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose
being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and
resolutions of Town of Avon, and other applicable laws. Upon the failure to appropriate such funds, this
Agreement shall be terminated.
14. Background Check. A background check of Contractor and any Contractor’s employees or
subcontractors may be required by the Town. Contractor can provide proof of a CBI check within the past
six (6) months and shall provide a copy prior to the commencement of any Services (this can be acquired
online by going to www.colorado.gov) or the Town will conduct the background check and provide a
submission form to be completed by the Contractor.
15. Assignability. The Contractor shall not assign this Agreement without the Town’s prior written
consent.
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16. Survival Clause. The “Indemnification” provision set forth in this Agreement shall survive the
completion of the Services and the satisfaction, expiration, or termination of this Agreement.
17. Severability. In the event a court of competent jurisdiction holds any provision of this Agreement
invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of
this Agreement.
18. Attorney’s Fees. Should this Agreement become the subject of litigation between the Town and
Contractor, the prevailing party shall be entitled to recovery of all actual costs in connection therewith,
including but not limited to recovery of all actual costs in connection therewith, including but not limited to
attorneys’ fees and expert witness fees. All rights concerning remedies and/or attorneys’ fees shall survive
any termination of this Agreement.
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AGREEMENT READ, UNDERSTOOD, AND APPROVED:
TOWN OF AVON CONTRACTOR
By: ____________________________________ By: _____________________________________
Name: __________________________________ Name: __________________________________
Title: ___________________________________ Title: ___________________________________
APPROVED AS TO FORM:
______________________________________
Nina P. Williams, Town Attorney
Curtis Neslen (Jan 16, 2025 09:26 MST)
Curtis Neslen
Owner
Curtis Neslen
anita e(+se4 (Jan 16, 2025 11:1у MST)
*DnitD *ePSse\
Danita Dempsey
Chief Cultural Officer
Nina ѵ illia(s (Jan 16, 2025 11:уу MST)
NinD 6 =illiDPs
2025 FORM: ICA – FunFlicks - January 10, 2025
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EXHIBIT A
(“Proposal”)
Event: Lakeside Cinema
Place of Event: Nottingham Park and Avon Pavilion
Hours of Operation: 6:00 p.m. – 11:00 p.m.
Dates: 7/11, 7/18, 7/25, 8/1, 8/8, 8/15, 8/22, and 8/29, 2025
Staffing: One Funflicks Technician Per Showing
Equipment: 26ft (20x12 Viewable) Blockbuster Movie Screen
Fees: $9,392.00 for Eight (8) Total Showings
Deposits & Final Payments
DEPOSITS: An initial deposit in the amount of 50% of your rental total is required to confirm your event date. This
deposit is non-refundable inside 29 days from your event date. Your date is NOT CONFIRMED unless we have
received your deposit and signed Rental Agreement.
FINAL PAYMENTS: Your equipment rental is subject to cancellation if we have not received your final payment 14
days prior to your event.
Weather Policy:
We DO NOT cancel your event for weather related reasons until the day of your event.
We do not allow weather related cancellations or rescheduling until the day of your event. If you do
cancel/reschedule your event prior to the day of your rental, you will be required to pay a rescheduling or cancellation
fee (see Fee Schedule).
50%+ CHANCE OF RAIN: If there is a 50%+ chance of rain or if winds are forecasted to be 18+ MPH for the period
starting two hours before, during and two hours after your event, we reserve to the right to cancel your rental for that
date in order protect our equipment, the safety of our hosts and your guests. We also reserve the right to setup our
screen parallel to the wind regardless of where customer would like placement, in order to minimize possible wind
damage to our screens.
LESS THAN 50% CHANCE OF RAIN: We will mutually discuss and agree to proceed or postpone using the
Proceed/Postpone Weather Options listed below.
PROCEED/POSTPONE WEATHER OPTIONS: It is agreed by both parties that www.weather.com is the tool used to
verify weather percentages. This is the only tool we use to predict the weather. You have until 2:00 PM on the day of
the event to make a final decision, using the following options:
1. Move your event indoors
2. Postpone/Reschedule
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3. Take Your Chances
FunFlicks does not refund event payments in case of weather related cancellations. You will have 6 months
to reschedule your equipment rental in the case of inclement weather. Your options for reschedule dates are
governed by the Weather Assurance Plan that was provided with your equipment rental. FOR 16' AND 21' SCREENS, RESCHEDULE DATES ARE LIMITED TO SUNDAY-THURSDAY unless you purchased an upgrade
to the weekend Weather Assurance Plan at the time you made your reservation. All other screen sizes will have a Weather Plan commensurate with the day of the week originally booked.
ADVERTISING, PHOTOGRAPHS & PROMOTION: The customer gives their full consent and permission to
FunFlicks Outdoor Movies of Colorado its local affiliates and contractors, their sponsors and/corporate sponsors,
their successors, licensees, and assigns the irrevocable right to use, for any purpose whatsoever and without
compensation, any photographs, videotapes, audiotapes, or other recordings of people and activities that are made
during the course of this Event. In addition, FunFlicks may show logos, commercials, public service announcements
and limited advertising on the screen before or after your entertainment period.
FINAL ICA FunFlicks Service Agreement for
2025 Lakeside Cinema
Final Audit Report 2025-01-16
Created:2025-01-10
By:Emily Dennis (edennis@avon.org)
Status:Signed
Transaction ID:CBJCHBCAABAAHUXE7b_FEsdHGyNmrkSjoVaHKfeQOySN
"FINAL ICA FunFlicks Service Agreement for 2025 Lakeside Cin
ema" History
Document created by Emily Dennis (edennis@avon.org)
2025-01-10 - 8:03:28 PM GMT
Document emailed to curtis@funflicks.com for signature
2025-01-10 - 8:15:54 PM GMT
Email viewed by curtis@funflicks.com
2025-01-16 - 4:25:00 PM GMT
Signer curtis@funflicks.com entered name at signing as Curtis Neslen
2025-01-16 - 4:25:59 PM GMT
Document e-signed by Curtis Neslen (curtis@funflicks.com)
Signature Date: 2025-01-16 - 4:26:01 PM GMT - Time Source: server
Document emailed to Danita Dempsey (ddempsey@avon.org) for signature
2025-01-16 - 4:26:03 PM GMT
Email viewed by Danita Dempsey (ddempsey@avon.org)
2025-01-16 - 6:13:14 PM GMT
Document e-signed by Danita Dempsey (ddempsey@avon.org)
Signature Date: 2025-01-16 - 6:14:07 PM GMT - Time Source: server
Document emailed to nwilliams@avon.org for signature
2025-01-16 - 6:14:08 PM GMT
Email viewed by nwilliams@avon.org
2025-01-16 - 6:43:33 PM GMT
Signer nwilliams@avon.org entered name at signing as Nina P. Williams
2025-01-16 - 6:44:23 PM GMT
Document e-signed by Nina P. Williams (nwilliams@avon.org)
Signature Date: 2025-01-16 - 6:44:25 PM GMT - Time Source: server
Agreement completed.
2025-01-16 - 6:44:25 PM GMT