THIS SERVICES AGREEMENT Dated

PROVISION OF DEMOGRAPHIC FORECASTS

TO ESSEX PLANNING OFFICERS ASSOCIATION

GENERAL CONDITIONS OF CONTRACT FOR SERVICE

Contract Reference: ECC/EPOA/SPR/001/11
THIS SERVICES AGREEMENT dated August2011 is made between

(1)ESSEX COUNTY COUNCIL of County Hall, Chelmsford, Essex, CM1 1LX (the “Authority”) on behalf of the Essex Planning Officers Association (the “Association”); and

(2)Edge Analytics Ltd whose registered office is at Leeds Innovation Centre, 103 Clarendon Road, LeedsLS2 9DF and whose registered number is 5478834 (the “Contractor”).

DEFINITIONS AND INTERPRETATION

1.1In this Services Agreement, the following terms shall have the following meanings:

“Agreement Term” means the period from and including the Commencement Date to the Expiry Date or, if earlier, the date of termination of the Services Agreement for any reason;

“Authority’s Authorised Representative” means [relevant head of directorate] or his or her nominee or successor as nominated by the Authority;

“Authority’s Policies” means those listed in Schedule 3;

“Commencement Date” means 11th August 2011;

“Contractor Default” means one of the following events:

(a) the Contractor commits any material breach of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified of the breach; or

(b) if an order is made or a resolution is passed for the winding up of the Contractor or for the appointment of an administrator to manage its affairs, business and property or if a receiver is appointed of any of its assets or undertakings or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order or if the Contractor takes or suffers any similar or analogous action in consequence of debt; or

(c) if the Contractor is convicted of an offence under the Corporate Manslaughter and Corporate Homicide Act 2007 arising out of or in connection with the delivery of the Services

“Expiry Date” means July 2012;

“Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor in the delivery of the Services seeking in good faith to comply with its contractual obligations, complying with all applicable Legislation and engaged in the same type of undertaking and under the same or similar circumstances and conditions;

“Legislation” means any Act of Parliament or subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, any exercise of the Royal Prerogative, and any enforceable community right within the meaning of section 2 of the European Communities Act 1972, in each case in the United Kingdom;

“Services” means the services set out in Schedule 1;

“Services Agreement” means, in descending order of precedence, these terms and conditions, the Schedules hereto and any documents incorporated by reference therein.

1.2A reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.

1.3Headings are included in this Services Agreement for ease of reference only and shall not affect the interpretation or construction of this Services Agreement.

2.THE SERVICES

The Contractor shall provide the Services during the Agreement Termto the Authority in accordance with the Authority’s requirements as set out in Schedule 1, all applicable Legislation, the Authority’s Policies as the same may be updated by the Authority from time to time and as notified by the Authority to the Contractor and Good Industry Practice.

3.SERVICES PAYMENT

In consideration of the provision of the Services, the Authority shall pay the Contractor in accordance with Schedule 2.

4.SUFFICIENCY OF INFORMATION

The Contractor shall not in any way be relieved from any obligation under this Services Agreementnor shall it be entitled to claim against the Authority on grounds that anyinformation, whether obtained from the Authority or otherwise, is incorrect or insufficient and the Contractor warrants that it has made its own enquiries as to the accuracy and adequacy of that information.

5.INDEMNITY

5.1Nothing in this Services Agreement is to be deemed to exclude or limit either party’s liability in respect of death or personal injury arising as a result of that party’s negligence, fraud or any breach of any obligations implied by section 2 of the Supply of Goods and Services Act 1982.

5.2The Contractor shall be responsible for and indemnify the Authority, its employees, agents and contractors on demand from and against all losses, liabilities, damages, costs, claims, actions, proceedings, compensation, demands, fines, awards, expenses (including reasonable legal fees and disbursements), penalties and interestarising out of or in connection with this Services Agreement including in respect of death and personal injury, loss of or damage to property and breach of statutory duty which is caused directly or indirectly by the performance or non-performance by the Contractor of its obligations under this Services Agreement.

5.3This clause 5 shall not apply to the extent that the Contractor is able to demonstrate that such death or personal injury, loss or damage to property or breach of statutory duty was not caused or contributed to by its negligence or default, or the negligence or default of its staff or sub-contractors, or by any circumstances within its or their control.

6.INSURANCE

6.1The Contractor shall during the Agreement Term take out and maintain or procure the maintenance of the following insurances to provide the following minimum levels of cover in respect of any one claim or series of claims arising out of one incident:

(a) Employer’s liability - ten million pounds (£10,000,000);

(b) Public Liability- twomillion pounds (£2,000,000);

(c) Professional Indemnity - two million pounds (£2,000,000); and

(d) any other insurances that may be required by law.

6.2The Contractor shall provide to the Authority evidence and copies on request of all insurance policies required under this clause 6.

6.3If the Contractor is in breach of this clause 6, the Authority may pay any premia required to keep such insurances in force or itself procure such insurance and may in either case recover such amounts from the Contractor on written demand.

6.4Failure to comply with the insurance provisions of this Services Agreement shall not limit or relieve the Contractor of its liabilities and obligations under this Services Agreement and shall constitute a material breach.

7.TERMINATION

7.1The Authority may terminate the Services Agreement on any of the Authority Break Point Dates set out in Schedule 1 (or, if none, on a minimum of thirty (30) days notice) by giving notice to the Contractor statingthat the Authority is terminating the Services Agreement andthat the Services Agreement will terminate on the date specified in the notice, which must be a minimum of thirty (30) days after the date of receipt of the notice.

7.2The Authority may terminate the Services Agreement, or terminate the provision of any part of the Services Agreement, by written notice to the Contractor with immediate effect if the Contractor commits a Contractor Default.

8.CONSEQUENCES OF EXPIRY OR TERMINATION

8.1The Contractor and the Authority shall each carry out their respective responsibilities in accordance with this Services Agreement until the Expiry Date or earlier termination in accordance with this Services Agreement.

8.2The Contractor shall use all reasonable endeavours to assist the Authority to effect an orderly continuation of the Services after termination or expiry of this Services Agreement in such a manner as the Authority may reasonably require.

8.3The costs of any assistance provided by the Contractor under clause 8.2 shall be borne by the Contractor.

8.4On termination or expiry of this Services Agreement, neither party shall have any further obligations or rights with respect to the other party provided that termination of this Services Agreement shall not affect the continuing rights and obligations of the parties under clauses 5 (Indemnity), 10 (Confidentiality), 11 (Assignment and Sub-Contracting) or under any other provision of this Services Agreement that is expressed to survive termination or is required to give effect to such termination or the consequences of such termination.

9.INTELLECTUAL PROPERTY

Copyright, patent rights or other intellectual property rights and title in any material produced by the Contractor for the Authority on behalf of the Association during the Agreement Term and in all reports submitted under the terms of the Services Agreement shall vest in the Association unless otherwise expressly agreed or approved by the Authority’s Authorised Representative in writing.

Such materials shall not be used, reproduced or disseminated for any other purposes without the prior written permission of the Authority’s Authorised Representative.

10.CONFIDENTIALITY

The parties shall, and shall use reasonable endeavours to ensure that their employees, agents and sub-contractors, keep confidential all information and documents received by them in connection with and all matters relating to the Services and this Services Agreement.

11.ASSIGNMENT AND SUB-CONTRACTING

11.1Subject to any express provision of this Services Agreement, the Contractor shall not without the prior written consent of the Authority, assign all or any benefit, right or interest under this Services Agreement or sub-contract any of the Services.

11.2Notwithstanding any sub-contracting permitted under this Services Agreement, the Contractor shall remain responsible for the acts and omissions of its sub-contractors as though they were its own.

11.3The Authority shall be entitled to assign, novate or otherwise dispose of its rights and obligations under this Contract either in whole or part to any contracting authority (as defined in Regulation 3(1) of the Public Contracts Regulations 2006.

12.VARIATION

This Services Agreement can only be varied or amended provided that such variation or amendment is agreed in writing by the Authority’sAuthorised Representative and the Contractor.

13.ENTIRE AGREEMENT

The parties acknowledge that this Services Agreement sets forth the entire agreement between them with respect to the provision of the Services and supersedes and replaces all prior communications, drafts, representations, warranties, stipulations, undertakings and agreements of whatsoever nature, whether oral or written, between the parties.

14.NO WAIVER

No waiver of any of the provisions of this Services Agreement shall be effective unless it is expressed to be a waiver in writing and communicated in accordance with clause 16 Notices).

No waiver under this clause shall be a waiver of a past or future default or breach, nor shall it amend, delete or add to the terms, conditions or provisions of this Services Agreement unless (and then only to the extent) expressly stated in that waiver.

15.SEVERANCE

If any term, condition or provision contained in this Services Agreement shall be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision of this Services Agreement shall not affect the validity, legality or enforceability of the remaining parts of this Services Agreement.

16.NOTICES

Any notice required by this Services Agreement to be given by either party to the other shall be in writing and shall be served personally, by fax or by sending the same by registered post or recorded delivery to the following:

Contractor

/

Authority

Address:

/

Edge Analytics Ltd

Leeds Innovation Centre

103 Clarendon Road

Leeds LS2 9DF

/

ESH – Spatial Planning

Essex County Council

County Hall

Chelmsford CM1 1QH

For the attention of:

/

Andy Fowler

/

Roy Lewis

Tel:

/

0113 3846087

/

01245 437578

Fax:

E-mail:

/ /

Any notice served personally will be deemed to have been served on the day of delivery, any notice sent by post will be deemed to have been served forty eight (48) hours after it was posted and any notice sent by fax will be deemed to have been served twenty four (24) hours after it was despatched.

17.REMEDIES

All remedies available to the Contractor or to the Authority under this Services Agreement are cumulative and may be exercised concurrently or separately and the exercise of any one remedy shall not exclude the exercise of any other remedy.

IN WITNESS whereof the parties have executed this Services Agreement on the date first written.

SIGNED FOR AND ON BEHALF OF EDGE ANALYTICS LTD

BY ITS AUTHORISED SIGNATORY:

Signature:

Full Name:

Position:

Date:

SIGNED FOR AND ON BEHALF OF ESSEX COUNTY COUNCIL

BY ITS AUTHORISED SIGNATORY:

Signature:

Full Name:

Position:

Date:

SIGNED FOR AND ON BEHALF OF ESSEX PLANNING OFFICERS ASSOCIATION

BY ITS AUTHORISED SIGNATORY:

Signature:

Full Name:

Position:

Date:

SCHEDULE 1

Services

See attached Essex Planning Officers Association, Provision of Demographic Forecasts, Project specification

SCHEDULE 2

Payments

Subject to the Authority and the Association being satisfied with progress and receipt of reports of the required quality, a total payment to not exceed £57,400 (ex VAT)

Payment Schedule – REDACTED COMMERCIAL CONFIDENTIALITY

Services – minor contract – 15-10-08

ESSEX PLANNING OFFICERS ASSOCIATION

PROVISION OF DEMOGRAPHIC FORECASTS

PROJECT SPECIFICATION

1. Purpose of Commission

1. The Essex Planning Officers Association (EPOA) is seeking the provision of demographic forecasts to support the preparation of Local Development Frameworks and contribute to other spatial planning activities within Greater Essex. The services sought include the preparation of forecasts of total population, economically active population, households and dwellings, together with demographic interpretation of the forecast outcomes and advice on other related demographic matters.

1. In order to assist the preparation and understanding of future development options by itself and its member authorities the Association wishes to commission demographic forecasts in particular to:

• provide a set of forecasts that can be used to ensure consistency across the range of technical studies to be undertaken by EPOA and its member authorities; and
• assess the robustness of assumptions underlying the ‘official’ 2008-based ONS population and CLG household projections and any requirement for sensitivity testing of those assumptions.

3.The Association has decided to commission consultants, for a fixed term to Summer 2012, to provide an ongoing service of demographic forecasts. There is an immediate need for provision of a robust set of demographic forecasts, with a supporting evidence base, to inform discussion of possible future housing requirements within each individual authority. Thereafter the appointed consultant will be expected to maintain the demographic assumptions and forecasting model as new information becomes available and to prepare revised forecasts and reports to agreed timetables.

4.The appointed consultant should also expect to be approached (under separate commissions) to undertake additional forecasting and reporting exercises using the same demographic forecasting base and techniques to meet the specific needs of an individual authority or a group of authorities. Some of these approaches may also seek advice on provision of demographic forecasts for geographies below District level.

5.The Essex Planning Officers Association (EPOA) represents the twelve Local Planning Authorities in Essex, as well as the two unitary authorities of Southend-on-Sea and Thurrock and the County Council of Essex. Heads of planning departments from the authorities meet several times a year to discuss planning issues affecting the whole of Essex, undertake joint activities to promote the improved delivery of planning services, and produce planning guidance documents. Other planning officers from the authorities meet similarly within sub-groups including a Planning Policy Forum and a Development Management Forum. Although not members of EPOA two local authorities from Hertfordshire may also become full partners to the project.

B.Context and Background

7.Over recent years Essex authorities have generally made use of demographic forecasts commissioned by the former East of England Regional Assembly (EERA). These forecasts informed the preparation and monitoring of the Regional Spatial Strategy. The forecasts and associated reports are available at,

8.Further updated and revised demographic forecasts and reports will not be available from that source due to the abolition of the planning functions of the East of England Local Government Association (the successor body to EERA) and the intended revocation of Regional Spatial Strategies under provisions of the Localism Bill.

9.Local planning authorities will retain responsibility for establishing spatial planning strategies for their area through preparation of Local Development Frameworks or their successors. This responsibility will now be discharged in the absence of any prescriptive guidance from the regional tier on policy directions and specific quantitative targets, such as for future housing provision. Responsibility for establishing the level of future housing provision in their area now rests solely with the individual local planning authorities. A key requirement of this responsibility will be assessment of the likely future population of each authority and the implications for provision of housing, jobs, infrastructure, services and facilities.

10.The Association considers that an important task for authorities will be to gain the best possible understanding of trends in population and household growth in Greater Essex for the period 2011 to 2031. The most recent centrally produced projections for Greater Essex are included within the 2008-based ONS population projections (May 2010), with the equivalent CLG household projections (November 2010). A key issue for consideration is the effect that this new round of projections and other trends may have on current spatial planning policies within Greater Essex, particularly those concerning the scale and distribution of future housing provision.

11.The Association will also wish to understand the relationship between the forecasts produced within this commission and the demographic outputs of the East of England Forecasting Model (EEFM). The EEFM, developed by Oxford Econometrics, produces alternative scenarios for the economy of the region and local authorities. It includes demographic and housing components to facilitate the co-ordination of economic and planning policy. These components have to date been derived from the demographic forecasts commissioned by EERA. The latest EEFM forecasts were produced in Autumn 2010. Further information on the EEFM may be accessed at, The ownership of the EEFM has recently been transferred to Cambridgeshire County Council, on behalf of authorities in the region, due to the forthcoming abolition of the Regional Development Agency. The EEFM will continue to be hosted on the Insight East website.

C.Broad Scope and Timetable of Technical Work