COLLAPSE OF TEXAS TOWER NO. 4 117 



each to the other, of all expenses incurred on account of the performance of the 

 Project and of all moneys or other property received as a result thereof, and 

 the parties mutually agree upon the termination of the Project and the Joint 

 Venture to settle and adjust all accounts in connection therewith and to pay 

 each to the other such sums as will result in each of the participants receiving 

 fifty percent (50%) of the profits or bearing fifty percent (50%) of the losses 

 arising therefrom. 



12. It is specifically understood and agreed between the parties hereto that 

 this Joint Venture Agreement extends only to the performance of the Project 

 together with any changes or additions thereto or extra work thereunder. In 

 no event shall this Agreement extend to or cover any other or different work. 



13. A^either Raymond nor DeLong shall sell, assign or in any manner transfer 

 its interest or any part thereof in this Joint Venture without first obtaining the 

 M'ritten consent of the other Joint Venturer ; and any attempted assignment 

 without such consent shall be void. 



14. In the event that a receiver, trustee in bankruptcy or other custodian of 

 the property or franchises of either of the parties shall be appointed or if either 

 of the parties shall be declared a bankrupt or insolvent or be dissolved, then 

 and in any such case the other party shall have the right at its option to exclude 

 the insolvent party, its successors, receivers or legal representatives from further 

 participation in the management of the Joint Venture and may take over the 

 interest of that party in the Joint Venture (but without prejudice to the obliga- 

 tion of that party or its representative to bear his proportionate share of the loss 

 resulting or to result from the Joint Venture) and shall in addition have the 

 right at its option to wind up the affairs of the Joint Venture and in that con- 

 nection to carry on and complete the performance of the contract. Upon com- 

 pletion or sooner termination of the contract and receipt of payments therefor 

 under the contract, the party not insolvent shall account to the insolvent party 

 or its representatives and such party shall be entitled to receive an amount equal 

 to the sums advanced by such party plus such party's proportionate share of any 

 profits earned and received to the date when such party was excluded from the 

 Joint Venture or less such party's proportionate share of the losses resulting 

 from the performance of the contract whether before or after the date vrhen 

 such party was excluded from the .Joint Ventui'e. In the event that the share 

 of the losses chargeable to the party so affected exceeds the sums advanced by 

 such party toward the working funds of the Joint Venture, such party or its 

 representative shall promptly pay the excess to the remaining party. The books 

 of the Joint Venture shall be conclusive in establishing whether a profit has been 

 realized or a loss sustained and the amount thereof. 



15. The obligations herein assumed by each party are solely for the benefit 

 of the other party of this Agreement and are not intended to, and shall not, 

 enure to the benefit of any other person, firm or corporation. 



16. This Agreement is entered into in the City of New York, State of New 

 York, and shall be governed in all respects by New York law. 



17. All disputes arising in connection with this Agreement or the breach or 

 claimed breach hereof shall be finally settled under the rules of the American 

 Arbitration Association of New York State. 



In Witness Whereof, the parties hereto have executed this Agreement under 

 their seals the day and year first above v/ritten. 

 Attest : 



Raymond Concrete Pile Company, 

 By G. F. Ferris. 



H. O. Federa, Secretary. 

 Attest : 



DeLonci Corporation, 

 By L. B. De Long 



Edward A. Fax, Secretary. 



Mr, Kendall. In other words, Mr. DeLong, I understand that yon 

 were not actually bidding tower No. 4 as it appeared in the designs 

 and specifications, is that correct ? 



Mr. DeLong. That is correct. 



Mr. Kendall. And yon would have not constructed it in that 

 manner even if you had bid low ? 



Mr. DeLong. On our setup, I do not think we could have done it. 



