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Limited Licensee must agree to fully cooperate with such efforts. The on - <br />site review and audit will include, but are not necessarily limited to, the <br />following. <br />• Verification of FGS training procedures and use of FGS Program <br />training materials; <br />• Verification of IAFF-Certified FGS Instructors; <br />• Equipment inspection to ensure all equipment and props meet the FGS <br />specifications; and <br />• Verification of roster of all trained individuals. <br />The IAFF will provide to the Full Licensee a custom certificate template <br />for the fire department. The certificate template will be utilized by the fire <br />department to present to those members who successfully complete the <br />FGS Operations Course. <br />To ensure that the IAFF has adequate resources to conduct on -site reviews <br />and audits, Limited License holders will be charged an annual licensing <br />fee of five thousand dollars ($5,000). Limited Licensees will also be <br />provided any and all updates to the FGS Program, Limited Licenses will <br />continue to be non -transferable, non-exclusive and revocable at will for <br />any reason. <br />All licenses are non -transferable, non-exclusive, and terminable at will for <br />any reason and at any time. The IAFF specifically reserves the right to <br />terminate the license by written notice for any reason, effective <br />immediately upon receipt of such notice by the other party, and any fees <br />already paid by the licensee at the time of termination are nonrefundable. <br />The IAFF owns the copyright and other related rights to the work entitled <br />"Fire Ground Survival Program." <br />Article 7 Each party will indemnify, defend, and hold the other harmless from any loss, <br />liability, costs, or damages arising from actual or threatened claims resulting from <br />its breach of this Agreement or the negligence, gross negligence, or intentional <br />misconduct of such party or its officers, directors, employees, agents, contractors, <br />members, or participants. Neither party will be liable for punitive damages. <br />If the IAFF is found liable by an arbitrator or court of competent jurisdiction to <br />The City (or to any others for whom Services are provided) for an action under <br />this Agreement, or otherwise in connection with the Services, for loss or damage <br />to which any other persons have also contributed, the IAFF's liability to The City <br />will be several, and not joint and several with such others, and will be limited to <br />the IAFF's fair share of that total loss or damage, based on the IAFF's <br />contribution to the loss and damage relative to the others' contributions. No <br />exclusion or limitation on the liability of other responsible persons imposed or <br />agreed at any time will affect any assessment of the IAFF's proportionate liability <br />hereunder, nor will settlement of or difficulty enforcing any claim, or the death, <br />0 <br />