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<br />appropriateness and allowability. <br /> <br />d. Failure to submit required reports by <br /> <br />the applicable deadline will result in the withholding of <br /> <br />payments until such time as the reports are received by Agency. <br /> <br />Grantee shall continue to provide the services, programs and <br /> <br />activities during the period that payments are being withheld. <br /> <br />I. INDEMNIFICATION. <br /> <br />1. It lS strictly understood that the State of <br /> <br />Hawaii shall in no way be held liable for any damages, cause of <br /> <br />act ion or <br /> <br />suits <br /> <br />resulting from the <br /> <br />acts, <br /> <br />activities, <br /> <br />or <br /> <br />omissions of Grantee. <br /> <br />Grantee shall indemnify and save harmless <br /> <br />the State of Hawaii, Agency, and their officers, agents, and <br /> <br />employees from and against any and all liability, loss, actions, <br /> <br />claims, <br /> <br />suits, <br /> <br />damages, <br /> <br />costs <br /> <br />or expenses, <br /> <br />including all <br /> <br />attorneys' fees, and all claims, suits, and demands therefor, <br /> <br />arising out of or resulting from the acts or omissions of <br /> <br />Grantee, <br /> <br />its bfficers, <br /> <br />employees, <br /> <br />agents, <br /> <br />or subcontractors <br /> <br />occurrlng during or in connection with the performance of <br /> <br />Grantee I s services under this Contract, or arising out of or <br /> <br />resulting from breach of this Contract by Grantee. <br /> <br />Grantee <br /> <br />shall defend the State of Hawaii,. Agency, and their off icers, <br /> <br />agents, and employees against any such action or claim unless <br /> <br />Revised 8/09 <br /> <br />16 <br />