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DEED OF NOVATION AND VARIATION OF THE SUPPLEMENTAL FUNDING AGREEMENT FOR LISKEARD HIL.LFORT PRIMARY SCHOOL The Parties to this Deed are: (1) THE SECRETARY OF STATE FOR EDUCATION of Sanctuary Buildings, Great Smith Street, London SW1P 3BT (the “Secretary of State”); (2) ADVENTURE LEARNING ACADEMY TRUST, a charitable company incorporated in England and Wales with registered company number 08614382 whose registered 12th address is at Michelmores LLP, Floor, 6 New Street Square, London, EC4A 3SF (“Outgoing Academy Trust”); and (3) TRURO & PENWITH ACADEMY TRUST, a charitable company incorporated in England and Wales with registered company number 08880841 whose registered address is at College Road, Truro, Cornwall TR1 3XX (“Incoming Academy Trust”), together referred to as the “Parties”. INTRODUCTION A. Liskeard Hillfort Primary School is an academy within the meaning of the Academies Act 2010 (the “Academy”) and is currently operated by the Outgoing Academy Trust (a multi academy trust). S. The Secretary of State and the Outgoing Academy Trust entered into a Supplemental Funding Agreement on 29 May 2014 (the “Agreement”) for the maintenance and funding of the Academy (attached as Schedule 1 “Existing Supplemental Funding Agreement”). C. It is proposed that, with effect from 00.01 am on 1 April 2019 (“Transfer Date”), the Incoming Academy Trust will assume responsibility for the management and operation of the Academy in succession to Outgoing Academy Trust. D. The Parties wish to novate the Agreement to the Incoming Academy Trust and the Secretary of State and the Incoming Academy Trust wish to vary the terms of the Agreement subject to the provisions of this Deed. LEGAL AGREEMENT 1. Any word or phrase used in this Deed shall, if that word or phrase is defined in the Agreement, bear the meaning given to it in the Agreement. NOVATION 2. The Outgoing Academy Trust transfers all its rights and obligations under the Agreement to the Incoming Academy Trust with effect from the Transfer Date. With effect from the Transfer Date, the Incoming Academy Trust shall enjoy all the rights and benefits of Outgoing Academy Trust under the Agreement and all references to the Outgoing Academy Trust in the Agreement shall be read and construed as references to the Incoming Academy Trust. 3. The references in the Agreement to the Master Funding Agreement between Outgoing Academy Trust and the Secretary of State shall be read as a reference to the Master Funding Agreement between the Incoming Academy Trust and the Secretary of State. 4. With effect from the Transfer Date, the Incoming Academy Trust agrees to perform the Agreement and be bound by its terms in every way as if it were the original party to it in place of Outgoing Academy Trust. 5. With effect from the Transfer Date, the Secretary of State agrees to perform the Agreement and be bound by its terms in every way as if Incoming Academy Trust were the original party to it in place of Outgoing Academy Trust. OBLIGATIONS AND LIABILITIES 6. With effect from the Transfer Date, the Outgoing Academy Trust and the Secretary of State release each other from all future obligations to the other under the Agreement. 7. Each of the Outgoing Academy Trust and the Secretary of State release and discharge the other from all claims and demands under or in connection with the Agreement arising on or after the Transfer Date. 8. Each of the Incoming Academy Trust and the Secretary of State will have the right to enforce the Agreement and pursue any claims and demands under the Agreement against the other with respect to matters arising before, on or after the date of this Deed as though the Incoming Academy Trust were the original party to the Agreement instead of the Outgoing Academy Trust. INDEMNITY 9. The Outgoing Academy Trust agrees to indemnify the Incoming Academy Trust against any losses, liabilities, claims, damages or costs that the Incoming Academy Trust suffers or incurs under or in connection with the Existing Funding Agreement as a result of the Company’s failure to perform or satisfy its obligations under the Existing Funding Agreement on or before the Transfer Date 10. The Incoming Academy Trust agrees to indemnify the Outgoing Academy Trust against any losses, liabilities, claims, damages or costs the Outgoing Academy Trust suffers or incurs under or in connection with the Existing Funding Agreement (as amended and varied as provided for below) as a result of the Incoming Academy Trusts failure to perform or satisfy its obligations under the Existing Funding Agreement on or after the Transfer Date VARIATION 11. The Secretary of State and the Incoming Academy Trust agree that with effect from the Transfer Date the Agreement shall be amended and restated so as to take effect in the form set out in Schedule 2 to this Deed. 12. As varied by this Deed, the Agreement shall remain in full force and effect. GOVERNING LAW 13. This Deed shall be governed by and interpreted in accordance with English law. 14. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this deed or its subject matter or formation (including non contractual disputes or claims). COUNTERPARTS 15. This Deed may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. IN WITNESS whereof this Deed has been executed by the parties hereto and is intended to be and is hereby delivered on the last date listed below. EXECUTED as a deed by affixing the corporate seal of THE SECRETARY OF STATE FOR EDUCATION) authenticated by: Duly authorised by the SECRETARY OF STATE FOR EDUCATION Date EXECUTED as a deed by ADVENTURE LEARNING ACADEMY TRUST acting by one director in the presence of a witness: . Director Print nametS Date .ü..:.t.: Michelmores LLP Witness Woodwater House Print name.CYU-CZ.J& Pynes Hill Exeter Address EX2 5WR occupation...TYt1u1 tS1 i.c:;z: EXECUTED as a deed by TRURO & PENWITH ACADEMY TRUST acting by one director in the presence of a witness: Director Print name Date Witness Print name Address Occu pation Schedule 1 Existing Supplemental Funding Agreement _ _ p . = C Cit - SCHEDULE I MODEL SUPPLEMENTAL AGREEMENT THIS AGREEMENT made 2014 BETWEEN (1) THE SECRETARY OF STATE FOR EDUCATION; and (2) ADVENTURE LEARNING ACADEMY TRUST IS SUPPLEMENTAL TO THE MASTER FUNDING AGREEMENT made between the same parties and dated 251- r — 2014 (the “Master Agreement”). 1 DEFINITIONS AND INTERPRETATION 1.1 Except as expressly provided in this Agreement words and expressions defined in the Master Agreement shall have the same meanings in this Agreement as were ascribed to them in the Master Agreement. 1.2 The following words and expressions shall have the following meanings: “the Academy” means the Liskeard Hillfort Primary School to be established at Liskeard Hillfort Primary School; “Chief Inspector” means Her Majesty’s Chief Inspector of Education, Children’s Services and Skills or his successor; 4 “the Land” means the publicly funded land (including for the avoidance of doubt all buildings, structures landscaping and other erections) situated at and known as Liskeard HilIfort Primary School, Old Road, Liskeard, PL14 6HZ registered under Land Registry title number CL253387 together with adjoining playing fields and woodland. 19 December 2012 v4 ii Ti 1.3 Reference in this Agreement to clauses and Annexes shall, unless U otherwise stated, be to clauses and annexes of this Agreement. 2 THE ACADEMY 2.1 The Company will establish and maintain, and carry on or provide for Ti the carrying on of the Academy in accordance with the Master Agreement and this Agreement. 2.2 The curriculum provided by the Academy to pupils up to the age of 16 shall be broad and balanced. 91 2.3 The requirements for the admission of pupils to the Academy are set fl out at Annex 1. ACADEMY OPENING DATE 1st 2.4 The Academy shall open as a school on June 2014 replacing II Liskeard Hillfort Primary School which shall cease to be maintained by the Local Authority on that date, which date shall be the conversion date within [I the meaning of the Academies Act 2010. 2.5 The planned capacity of the Academy is 420 in the age range 4 - 11. 3 CAPITAL GRANT 3.1 Pursuant to clause 38 of the Master Funding Agreement, the Secretary of State may, in his absolute discretion provide Capital Expenditure funding 3 in accordance with any arrangements he considers appropriate. 4 GAG AND EAG 4.1 The Secretary of State agrees to pay GAG and EAG to the Company in relation to the Academy in accordance with the Master Agreement. 3 U U 19 December 2012v4 4A COMPLAINTS1 4A.1 if a complaint is made about matters arising in whole or in part prior to the opening of the Academy, as referred to in clause 2.4 above, and all or part of that complaint was being or had been investigated by the Local Government Ombudsman under Part Ill of the Local Government Act 1974 (“Pan Ill”) or that complaint in whole or in part could have been investigated under Part Ill had the school the Academy replaced remained a maintained school, the Company: a) will abide by the provisions of Part III as though the Academy were a maintained school; b) agrees that the Secretary of State shall have the power to investigate the matter complained of as if it had taken place after conversion; c) agrees to act in accordance with any recommendation from the Secretary of State as though that recommendation had been made under Part Ill and the Academy were a maintained school.
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