notwithstanding the foregoing, the city reserves the right to terminate this agreement upon receipt of a final judgment by a court of competent jurisdiction to the effect that this agreement or the development program (or the designation of the districts) adopted in connection herewith or any payment made thereunder or hereunder is or would be illegal or invalid or not properly authorized. such termination shall not, however, affect the developer's obligation to defend and indemnify the city, which obligations shall survive any such termination. in addition, the city may setoff any amount found by the court of competent jurisdiction to be due to the city from the developer or from the owner of any property in the district.
the developer agrees to defend, indemnify, pay, reimburse and hold the city, its councilors, officers, agents and employees, harmless from any and all claims, suits, liabilities, actions, proceedings and expenses, including, without limitation, attorneys fees and expenses and accountant's fees and expenses, arising out of this agreement, the development program or any claim of illegality or invalidity of this agreement or the development program or the city's approval of the district, this agreement or the development program or out of the city's preparation and participation in this agreement or the development program.
section 3.5. limited obligation. the city's obligations under this agreement, including the city's obligations of payment hereunder shall be limited obligations of the city payable solely from the developer share of the retained tax increment revenues actually paid by the developer and/or other taxpayers with respect to property in the districts and actually received by the city and pledged therefor under this agreement. the city's obligations hereunder shall not constitute a general debt or a general obligation or charge against or pledge of the faith and credit or taxing power of the city, the state of _________(address), or of any municipality or political subdivision thereof, but shall be payable solely from such developer share of the retained tax increment revenues actually paid by the developer and/or other taxpayers with respect to property in the districts and actually received by the city. this agreement shall not directly or indirectly or contingently obligate the city, the state of _________(address), or any other municipality or political subdivision to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment, excepting the pledge of the developer share of the retained tax increment revenues established under this agreement.