Thursday, October 1, 2015


THE TSC SECURITY CONTRACT - WHAT A MESS

First some basic facts and rules. The original security contract was written by the security company and TCS was not involved in the drafting of the contract. A basis rule of contract construction is, any ambiguity is construed against the drafter. This means if there is any ambiguity it will be construed against the security company, AISI.

You must watch at least 10 minutes of this video to understand the problem.  Minutes 28-38 give you the basic story.

Chet Lewis gets an F for preparation.  He is so unprepared he does not even know the length of the previous contract or when it ends.  He admits this to the Board.  If he believed he could not determine the terms of the contract he should have sought an opinion from Board counsel.    He did not.  This mess should cost him his job, but it will not. 

The one thing he gets right is, no where in the contract does it say it is exclusive.  This is key.  This means TSC can have a contract with more than one security firm.

 
 
The key language is "Contractor shall provide Security Personnel to client at Texas Southmost College ("the Property") in accordance with the requirements that Client will periodically submit in writing to Contractor."
 
There is no exclusivity clause, which means nothing in this contract limits TSC to using only one security firm.  Further, the plain language of the contract provides that TSC can routinely change the terms of its requirements.  Nothing prevents TSC from telling AISI it now only needs half the number of officers.  This allows TSC to try and get American Security to agree to providing the other half of the security guards.  One group can work days, the other nights.
 
Is it practical?  No.  But nothing in the contract requires TSC to only use AISI.  Further, AISI cannot argue the contract is ambiguous because by law it would then be construed against AISI.  Reasonable minds can settle this, before it becomes a billing war no one wins.
 
Further, TSC should now put AISI on notice of its intent at the end of the current contract to the extent one exists it will be terminated.

1 comment:

Anonymous said...

With all the money their wasting on this division they should hire peace officers instead, I think our kids deserve better.