Specifications

Page 14 of 22
Revised 7/23/14
(ii) if the Contractor is a closely held
corporation (i.e. whose stock is not
publicly held and not traded through
an exchange or over the counter):
1. the dissolution, merger,
consolidation or other
reorganization of the Contractor;
and
2. the sale or other transfer of
twenty percent (20%) or more of
the shares of the Contractor
(other than to existing
shareholders, the corporation
itself or the immediate family
members of shareholders by
reason of gift, sale or devise).
B. If the Contractor is a not-for-profit
corporation, a change of twenty percent
(20%) or more of its shares or members
shall be deemed a Permitted Transfer.
C. The Contractor shall notify the County in
writing, which notice (the “Transfer Notice”)
shall include:
(i) the proposed effective date of the
Permitted Transfer, which shall not be
less than thirty (30) days nor more
than one hundred eighty (180) days
after the date of delivery of the
Transfer Notice;
(ii) a summary of the material terms of
the proposed Permitted Transfer;
(iii) the name and address of the
proposed transferee;
(iv) such information reasonably required
by the County, which will enable the
County to determine the financial
responsibility, character, and
reputation of the proposed transferee,
nature of the proposed
assignee/transferee’s business and
experience;
(v.) all executed forms required pursuant
to Exhibits D through G of the
Contract, that are required to be
submitted by the Contractor; and
vi) such other information as the County
may reasonably require.
D. The County agrees that any request for its
consent to a Permitted Transfer shall be
granted, provided that the transfer does
not violate any provision of the Contract,
and the transferee has not been convicted
of a criminal offense as described under
Article II of Chapter 143 of the Suffolk
County Code. The County shall grant or
deny its consent to any request of a
Permitted Transfer within twenty (20) days
after delivery to the County of the Transfer
Notice, in accordance with the provisions
of Paragraph 22 of the Contract. If the
County shall not give written notice to the
Contractor denying its consent to such
Permitted Transfer (and setting forth the
basis for such denial in reasonable detail)
within such twenty (20)-day period, then
the County shall be deemed to have
granted its consent to such Permitted
Transfer.
E. Notwithstanding the County’s consent,
(i) the terms and conditions of the
Contract shall in no way be deemed
to have been waived or modified; and
(ii) such consent shall not be deemed
consent to any further transfers.
23. Non-Discrimination Requirements
To the extent required by Article 15 of the NYS
Executive Law (also known as the Human
Rights Law) and all other State and Federal
statutory and constitutional non-discrimination
provisions, the Contractor will not discriminate
against any employee or applicant for
employment because of race, creed, color,
sex, national origin, sexual orientation, age,
disability, genetic predisposition or carrier
status, or marital status. Furthermore, in
accordance with Section 220-e of the Labor
Law, if this is a Contract for the construction,
alteration or repair of any public building or
public work or for the manufacture, sale or
distribution of materials, equipment or supplies,
and to the extent that this Contract shall be
performed within the State of New York,
Contractor agrees that neither it nor its
subcontractors shall, by reasons of race,
creed, color, disability, sex or national origin:
(a) discriminate in hiring against any New York
State citizen who is qualified and available to
perform the work; or (b) discriminate against or
intimidate any employee hired for the
performance of work under this Contract.