| From the San Antonio (Tex.) Ledger |
| |
| August 18, 1853 |
| |
| Copy of the Contract of the S A. & M. G. R.
R. Company with Messrs. Jones & Devine |
| State of Texas |
| County of Bexar |
| Sec. 1. An indenture
made and entered into this eleventh day of April, A. D. 1853, between
Enoch Jones and Thomas J. Devine, parties of the first part, and the San
Antonio & Mexican Gulf Rail Road Company a body corporate, having the
style and description of the San Antonio & Mexican Gulf Rail Road
-- party of the second part -- said parties being designated in
subsequent parts of this contract as "said Jones & Devine," and "said
company" respectively. |
| Sec. 2. Said Jones &
Devine for the considerations hereinafter mentioned, hereby covenant and
agree to and with the said Company to construct the San Antonio &
Mexican Gulf Rail Road from the Gulf terminus to the city of San
Antonio, and also the branch of said road to the town of Lavaca,
beginning and ending at such points and following such surveyed lines as
the Engineer of said Company shall designate by direction of the Board
of Directors of said Company. |
| Sec. 3. Said Jones &
Devine further covenant and agree to construct, finish and equip said
road in the manner hereinafter mentioned, and put the same in complete
running order within three years from the first day of December, A. D.
1853, and to construct and finish in like manner, not less than twenty
miles of said road from the town of Lavaca on the route to San Antonio,
on or before the first day of November, A. D. 1854, and again further,
to construct said road upon the lines and in the manner required, and in
strict conformity to the plans and specifications of the Engineer of
said Company, and constructing and erecting all such buildings as the
engineer of said company may dem necessary for the benefit of said
company, to be erected in conformity to the plans and specifications
furnished by him and upon such localities on the line of said road as
said engineer may direct. |
| Sec. 4. Said Jones &
Devine, further covenant and agree to build and construct said road in
the best, most durable, and workmanlike manner, and upon the most
approved plan of a first class road, using the best materials and
furnishing iron known as "T" or "W" iron rail. To construct all such
bridges, viaducts, culverts, turn-tables, switches, turnbolts,
water-tanks, pumps and fuel houses as the engineer of said company may
direct, and also covenant and agree to equip said road by furnishing six
first class locomotives with tenders complete, six first class passenger
cars, two baggage car, 30 feet in length, fifteen box freight cars, 22
feet in length, twenty-four stake cars, 30 feet in length, twenty-four
stake cars, 22 feet in length and ten gravel cars. Said road thus
constructed with single track to be delivered to said company at or
within the time specified, to wit: in three years from the first day of
December, A. D. 1853, in good running order. |
| Sec. 5. In consideration
of the construction and delivery of said road and equipments, the
furnishing of all materials and labor by said Jones & Devine, and
delivery of the same, completed in such manner as hereinbefore provided,
said company hereby covenant and agree to and with said Jones & Devine,
that they will pay for said road the sum of twenty-seven thousand
dollars for each mile in length of said road, exclusive of the buildings
mentioned in section third of this contract, which payments shall be
made in the following manner and upon the following terms and conditions
to wit: that at the signing and delivery of this contract, said company
shall execute and deliver to said Jones & Devine, bonds of said company
equal in amount to two thirds of the contract price of said fist section
of said road, said first section being twenty miles of the road
commencing at or near the town of Lavaca and running on the route to the
town of Victoria. |
| Sec. 6. Said bonds shall
be signed by the President of said company and such other officers or
persons as the board of directors may by resolution direct. Said bonds
shall be payable after twenty years from the date of their negotiation
by said Jones & Devine, and shall bear an interest of ten per cent. per
annum from the time of such negotiation, which interest shall be payable
semi-annually at the Merchant's Exchange in the city of New York. Said
bonds shall be a mortgage upon said road and upon the material and
equipment of every character belonging to the same, which lien or
mortgage shall be expressed upon the face of said bonds. Said bonds
shall at any time be convertible into certificates of stock of said
company at the option of the holder by surrendering and cancelling the
same at the office of said company by the treasurer. They shall be made
payable to said Jones & Devine or their assignees and in case of the
assignment of the same or any portion thereof, such assigns shall be
entitled to the same right and privileges and securities as the original
holders. |
| Sec. 7. Said company
further covenants and agrees with and to said Jones & Devine, that at
the time of signing and delivery of this contract, said company shall
pay to the said Jones & Devine, one-sixth part of the contract price for
said first section: said payment to be made as follows; namely, said
company shall assign and deliver to said Jones & Devine the bonds of
such cities and towns and counties as have or may hereafter subscribe to
the capital stock of said company. Said bonds to be paid at par and to
be received by said Jones & Devine. If said bonds in this section
described shall not amount to a sum sufficient to pay the one sixth part
of the construction of the first and other sections of said road
respectively, the said company shall issue to the aid Jones & Devine
bonds of the same character as those described in the preceding section
for the amount of such deficiencies. Said company reserves the right in
all cases to make any payments required by this contract in cash at a
discount of ten per cent. from the contract price of said road, and no
bonds of any character shall be issued or paid by said company until
said Jones & Devine shall file with the Treasurer of said company their
bonds, with security, to be approved by the Board of Directors in the
sum of ninety thousand dollars, conditioned for the faithful performance
of this contract, in the construction of the said first section of said
road. |
| Sec. 8. The said company
hereby reserve all payment for the construction of one sixth part of the
contract price of any section of said road, and the same shall not be
due and Payable, nor shall not be subject to interest until the whole of
said road shall be completed, equipped, delivered to, and accepted by
the Engineer of said company; at which time said company shall execute
bonds of the same character as those herein first described for the
payment of said reserved sixth part of said contract price. |
| Sec. 9. Said company
further covenants and agrees with and to said Jones & Devine that they
will pay and sustain all discounts and brokerage commissions that may
accrue in the negotiation and sale of such securities as are paid to
said Jones & Devine, described in the seventh section of this contract,
the same being the first one-sixth advanced upon the construction of
each section respectively. |
| Sec. 10. Said company
further agree and covenant with and to said Jones & Devine that upon the
completion of the first section of said road in good running order, said
company will and shall issue to said Jones & Devine bonds and securities
for two-thirds of the value of the contract price per mile of said
second section, and for one-sixth part of the contract price of said
second section, said bonds and securities to be of the same character
and issued in like manner and upon the same terms and conditions as
those provided for the payment of the construction and equipment of the
first section. The length of the second and subsequent sections shall be
ten miles or more, and the terms and conditions of payment of each
section shall be the same as those prescribed by this contract for the
first; and said Jones & Devine shall be required to file bond and
security as required for the construction and equipment of the first
section, in the same sum for the construction and equipment of each
subsequent or additional section: Provided, That if said Jones &
Devine shall have at the commencement of the construction of any one
section sufficient grading and materials thereon t make the value of
ninety thousand dollars, by the estimate of the Engineer of said
company, then no such additional bond shall be required. |
| Sec. 11. Said company
further covenants and agrees with and to said Jones & Devine that all
the lands, town lots, instalments upon subscriptions to stock, and
assets of every description now in the possession, or which may
hereafter come into the possession of said company, "except such portion
thereof as may be necessary for the payment of the necessary current
expenses of said company," shall be and is hereby declared to be a
special fund for the payment of interest accruing upon all bonds issued
by said company in pursuance of this contract, and no sale, mortgage, or
other disposition of the same shall be made by said company except for
the purposes mentioned in this section. This special fund shall also
include and embrace eight sections of land donated by the State to said
company, for each and every mile of said road constructed. |
| Sec. 12. Said company
further covenants and agrees with and to said Jones & Devine to furnish
them, the said Jones & Devine, at the expense and cost of said company,
all surveys, plans, specifications of said road, bridges, viaducts,
culverts, and edifices of every description required for the same, as
well as the right of way already obtained, and any right of way not yet
obtained shall be obtained without delay at the cost of the company. |
| Sec. 13. Said company
further covenants and agrees with and to said Jones & Devine that if any
aid in money shall be obtained from the Legislature of the State of
Texas for the construction of said road, or any part thereof, whether a
general or special law, said sums of money shall be paid to said Jones &
Devine and received by them upon the terms of a cash payment as
hereinbefore provided; and the said Jones & Devine hereby covenant and
agree with and to said company to expend such sum or sums of money in
the construction of said road and to waive the prior lien or mortgage
upon said road, expressed in the bonds issued by said company, giving to
the State of Texas a preference lien or mortgage upon said road, to
secure the payment of the principal and interest of such sums of money
so obtained. |
| Sec. 14. Said company
further covenants and agrees with and to said Jones & Devine that the
buildings described in section three, to be erected by said Jones &
Devine, and also all such wharves as may be required by the Engineer of
said company to be constructed according to the plans and specifications
furnished by said Engineer, shall be paid for in the bonds of the
company of the same character as those issued by said company for the
payment of the to-thirds instalments of the first and other sections of
the road at a value twenty-five per cent. above the estimate of the
Engineers of said company, Provided, said edifices shall not be
erected by said Jones & Devine unless said company shall specially
require the erection of the same. |
| Sec. 15. Said Jones &
Devine further covenant and agree with and to said company that in case
the Congress of the United States shall remit in whole or in part the
duty upon railroad iron purchased by said Jones & Devine for the
construction of said road, or shall reduce the rate of duties for future
importations of railroad iron -- that all such remissions and reductions
that shall operate in favor of said Jones & Devine less than the present
rate of duty shall be considered a cash payment of said company in the
construction of said road. |
| Sec. 16. It is mutually
agreed, covenanted, and understood by and between the parties to this
contract that each section of said road as soon as completed, and the
buildings, wharves, and other edifices hereinbefore provided for, shall
be subject to the inspection of the Engineer of said company, who, at
the expiration of the three years hereinbefore provided for and
specified, and after the whole of said road has been constructed and
equipped in the manner hereinbefore mentioned shall receive said road
from said Jones & Devine. If he is satisfied that this contract has been
faithfully complied with on the part of said Jones & Devine; and to
prevent litigation between said parties in case of disagreement upon the
quality of the road or the value of said buildings and edifices, it is
hereby covenanted and agreed between the parties hereto that such
disagreement shall be submitted to the Engineer of said company and the
Engineer of said Jones & Devine, whose decision, if they can agree shall
be final. In the event said engineers fail to agree, either upon the
reception of the road or value of the edifices, then a competent umpire
shall be selected by said Engineers whose decision in writing shall be
final and conclusive. |
| E. Jones |
| Thos. J. Devine |
| J. Y. Dashel |
| Presd't pro tem S. A. & M. G. R. R. Co. |
| Wm. Vance |
| Treas, pro tem |
| I do hereby certify that J. Y.
Dashiel and Wm. Vance are officers of said company. |
| Jno. D. McLeod |
| Secretary pro tem |
|