f. The amount of monetary damages sought.
3. If the Tribunal adopts an Award against a respondent, it may only award, separately or in combination:
a. Restitution of property when possible for cases in which a breach of Article [#]- Expropriation has been found, or monetary compensation when the restitution of property is not possible;
b. Monetary damages
c. Any applicable interest in a manner consistent with Article [##]-Compensation arising from an Expropriation;
d. In cases in which a breach of Article [##]-National Treatment or Article [#4#]-Most- Favoured Nation Treatment has been found, the Respondent may choose between:
i. removing or adjusting the Measures found to be adversely affecting the relationship of competition between the Claimant Investor and _ its competitors; or
ii. paying monetary damages caused by the application of such Measures.
When the Respondent State opts for removing or adjusting the inconsistent Measures, the Tribunal will review effective compliance with the conditions set forth in the Award. If in a period of six (6) months the Tribunal does not find that the inconsistent Measures have been removed or adjusted under the terms set forth in the Award, the Respondent State shall pay the Claimant Investor the monetary damages caused by the application of the inconsistent Measures and interest in the terms of sub paragraph (c) above.
4. The Tribunal may not award moral or punitive damages or any other measure of reparation different from the ones defined in the present Article.
5. If the Claimant Investor has received Third Party Funding, the Tribunal may only award monetary damages equal to the amount received by the Claimant Investor through such Third Party Funding declared in Form 4(a)- Manifestation of disclosure of any third-party funding- Applicable for Covered Investors who are natural persons or Form 4(b)- Manifestation of disclosure of any third-party funding- Applicable for Covered Investors who are enterprises, as applicable. If the Claimant Investor has not declared the existence of Third Party Funding and such Third Party Funding has been proven, the Tribunal may not render any award in favour of the Claimant Investor and shall rule on costs and fees in favour of the Respondent State.
Article [##]. Monetary Damages
1. In relation to an expropriation, if the compensation under the terms of Article [###]- Compensation arising from an Expropriation has not taken place, the Tribunal shall award compensation pursuant to the same criteria that the Compensation for Expropriation of Article [###]-Compensation arising from an Expropriation should have had.
2. In all cases, monetary damages shall not be greater than the proven loss suffered by the Disputing Party, and shall consider any sort of compensation to injuries suffered that has been received by a Disputing Party in connection to the same fundamental basis.
3. In its final assessment of monetary damages, the Tribunal shall take into account:
a. acomparison of multiple valuation methods; and
b. the monetary values that the claimant reported in Economic Declarations, required by the Host Party for the making and operation of the Covered Investment.
4. A Tribunal may not issue an Award that recognizes compensations or monetary damages that include losses that are not or will not be actually incurred nor probable or unreal profits.
5. The Tribunal shall not award more than the Claimant Investorâs estimated amount of monetary damages sought, unless it reflects damages suffered or interest accrued from the moment the claim was submitted to arbitration. Should the estimated amount identified by the Claimant Investor exceed the proven amount by fifty percent (50%) or more, the Tribunal shall allocate fifteen percent (15%) of the resulting difference as costs in favour of the Respondent State.
Article [##]. Allocation of Fees and Costs
The Tribunal shall initially decide on the allocation of fees and costs on the basis of shared costs by both Disputing Parties. However, the Tribunal may award costs and fees in favour of one of the Disputing Parties depending on the prevalence of their submissions and their procedural conduct.
Article [##]. Tacit Withdrawal of Dispute
1. If a Claimant Investor has not:
a. Presented any documents or information as requested by the Respondent State under the terms of its internal law;
b. Presented a Notice of Intent within twelve (12) months of the conclusion of the period of Consultations;
c. Presented a Request for Arbitration or a formal Lawsuit within six (6) months from the delivery its Notice of Intent;
d. Taken any steps in the arbitral or judicial proceedings during a six (6) month period;
the Claimant Investor shall be deemed to have withdrawn its request for consultations o arbitration or lawsuit, whichever is applicable, and may not submit a claim under this Agreement with respect to the same factual or legal basis.
2. The time periods defined in this Article may be extended by mutual agreement of the Disputing Parties.
Article [##]. Review of the Investor-State Dispute Settlement Mechanism by the Council
Five (5) years after the entry into force of the present Agreement, or at any time before, the Council shall convene to review the Investor State Dispute Settlement Mechanism and to determine whether to adopt improvements or adjustments to this Section.
Article [##]. Alternative Dispute Resolution Mechanisms
Nothing in the present Section shall prevent the Disputing Parties from engaging in alternative dispute resolution mechanisms, such as mediation or direct settlement, in parallel or as an alternative to the Consultations or the judicial or arbitral proceedings provided for in this Section.
Section [EE]. INSTITUTIONAL MATTERS AND DISPUTE SETTLEMENT BETWEEN THE CONTRACTING PARTIES
Article [##]. Establishment of the Bilateral Investment Council
1. The Contracting Parties shall establish a Bilateral Investment Council (the "Council") for the administration of this Agreement.
2. The Council shall be composed by representatives of the Governments of both Contracting Parties, as designated by their respective Governments in Annex 4.
3. The Council shall meet at least once every two (2) years, in the opportunities, places and through the means agreed by the Contracting Parties.
Article [##]. Functions of the Bilateral Investment Council
1. the Council Shall Have the Following Functions and Responsibilities:
a. Supervise the Application and Performance of this Agreement;
b. Give authoritative interpretations of this Agreement;
c. Decide on oppositions to the use of Denial of Benefits pursuant to Article [#]- Denial of Benefits;
d. Recommend the inclusion of other forms of Investment under Article [##]-Definitions: Investment;
e. Adjust the Investor-State Dispute Settlement Mechanism;
f. Adjust the Annexes to this Agreement;
g. Issue recommendations to amend other provisions of this Agreement;
h. Resolve any disputes arising between the Contracting Parties pursuant to Article [##]-Dispute Settlement between the Contracting Parties;
i, Discuss and share information on investment opportunities in their territories;
j. Invite the private sector and the civil society to share their points of view on specific issues related to the Council's tasks, and the operation, effectiveness and interpretation of this Agreement,
k. Develop, if necessary, complementary rules for dispute settlement mechanisms as established in SECTION [DD]-INVESTOR-STATE DISPUTE SETTLEMENT and Article [#]-Dispute Settlement between the Contracting Parties; and
l. Establish its own rules.
2. Any decision adopted by the Council shall be directly enforceable.
Article [##]. Cooperation and Technical Assistance
The Contracting Parties shall promote cooperation in training for an adequate representation in investor-State Dispute Settlement. To that end they shall promote specific training activities, in dispute prevention and management, including alternative dispute resolution and arbitration.
Article [##]. Dispute Settlement between the Contracting Parties
1. The Contracting Parties shall, as far as possible, settle any dispute concerning the interpretation or application of this Agreement through consultations within the Council.
2. If the dispute has not been settled within six (6) months following the date on which such consultations within the Council were requested by either Contracting Party and unless the Contracting Parties otherwise agree in writing, either Contracting Party may submit the dispute to an ad hoc arbitration tribunal, by written notice to the other Contracting Party, in accordance with the following provisions of this Article.
3. The arbitration tribunal shall be comprised of three members and, unless otherwise agreed by the Parties, shall be established as follows: within two (2) months from the date of notification of the arbitration request, each Contracting Party shall appoint an arbitrator. The two appointed arbitrators shall, within three (3) months from the date of the last appointment, agree upon a third member who shall be a national of a third State with which both Contracting Parties maintain diplomatic relations, and who shall preside over the tribunal. The appointment of the President shall be approved by the Contracting Parties within thirty (30) days from the date of his nomination.
4. If the necessary appointments are not made within the deadlines provided for in paragraph 3 of this Article, either Contracting Party, unless otherwise agreed, may request the Secretary General of the Permanent Court of Arbitration to make the necessary appointments. If the Secretary General of the Permanent Court of Arbitration is prevented, for any reason, from performing the abovementioned duty or if that person is a national of either Contracting Party, the appointments shall be made by the Deputy Secretary General of the Permanent Court of Arbitration, and if the latter is prevented for any reason from making the appointment, or if that person is a national of either Contracting Party, the, appointments shall be made by the most senior Member of the Court who is not a national of either of the Contracting Parties.
5. The arbitral tribunal shall take its decision by a majority of votes, and shall determine its own procedural rules. Such decision shall be made in accordance with this Agreement and such recognized rules of international law as may be applicable and shall be final and binding on both Contracting Parties.
6. Each Contracting Party shall bear the fees and costs incurred by the member of the arbitral tribunal appointed by that Contracting Party, as well as the costs for its representation in the arbitration proceedings. The fees and expenses of the President, as well as any other costs of the arbitration proceedings shall be borne in equal parts by the two Contracting Parties. However, the arbitral tribunal may, at its discretion, direct that a higher proportion or all of such costs be paid by one of the Contracting Parties. In all other respects, the arbitral tribunal shall determine its own procedures.
Section [FF]. FINAL PROVISIONS
Article [##]. Final Provisions
1. The Contracting Parties shall notify each other of the compliance of the internal requirements for the entry into force of this Agreement. This Agreement shall enter into force sixty (60) days after the date of receipt of the latest notification.
2. This Agreement may be amended by mutual consent of the Contracting Parties. Notwithstanding Article [###]-Functions of the Bilateral Investment Council, amendments to the Agreement shall enter into force in accordance with the same legal procedure prescribed under the first paragraph of the present Article.
3. This Agreement shall remain in force for a ten (10) year period. After this period has elapsed, the Agreement will only remain in force, for ten (10) additional years, by mutual agreement of the Contracting Parties.
4. Any Contracting Party may unilaterally terminate this Agreement through a Notice of Termination. The termination shall be effective one (1) year after the Notice of Termination was served to the other Contracting Party. With respect to investments admitted before the date on which the notice of termination of this Agreement becomes effective, the provisions of this Agreement shall remain in force for an additional term of five (5) years from such date.
Annex 1 . Presentation of Documents Pursuant to SECTION [DD]-INVESTOR-STATE DISPUTE SETTLEMENT
The place of presentation of the Notice of Dispute and other documents concerning settlement of disputes regarding SECTION [DD]-INVESTOR-STATE DISPUTE SETTLEMENT, in is:
[OFFICE NAME] [Postal Address, line 1] [Postal Address, line 2]
For notifications to the Republic of Colombia
The place of presentation of the Notice of Dispute and other documents concerning settlement of disputes regarding SECTION [DD]-INVESTOR-STATE DISPUTE SETTLEMENT, in the Republic of Colombia are:
Dirección de Inversión Extranjera y Servicios Ministerio de Comercio, Industria y Turismo Calle 28 #13 A-15
Bogota D.C. Colombia
Agencia Nacional de Defensa Juridica del Estado Carrera 7 #75 - 66, Pisos 2 y 3
Bogota D.C. â Colombia
Annex 2 . Forms for the Presentation of Claims Pursuant To Article [##]-Submission of a claim before a Court of Law or Arbitral Tribunal
Pursuant to Paragraph 5 of Article [###]-Submission of a claim before a Court of Law or Arbitral Tribunal, the following forms shall be filled and presented along with the Notice of Intent:
Form 1(a)- Manifestation of consent to arbitration, including the claimant's oath of estimation and acceptance possibility of being presented with claims by the Respondent Party against the Claimant Investor-Applicable for Covered Investors who are natural persons
I, [name of Claimant Investor], hereby manifest my consent to arbitration in accordance with the procedures set out in the [name of Agreement], including the possibility that [name of disputing Party] presents claims against my person.
Thereby manifest under oath that the monetary value of my total claim is estimated in the amount of [estimated] [currency].
[To be signed and dated]
Form 1(b)- Manifestation of consent to arbitration, including the possibility of being presented with claims by the Respondent Party against the Claimant Investor-Applicable for Covered Investors who are enterprises
I, [name of Claimant Investor's representative], acting on behalf of [name of Claimant Investor], hereby manifest [name of Claimant Investor] consent to arbitration in accordance with the procedures set out in the [name of Agreement], including the possibility that [name of disputing Party] presents claims against [name of Claimant Investor].
Thereby manifest under oath that the monetary value of [name of Claimant Investor]âs total claim is estimated in the amount of [estimated] [currency].
Thereby solemnly declare that I am duly authorised to execute this consent on behalf of [name of Claimant Investor]
[To be signed and dated]
Form 2(a)- Manifestation of withdrawal or request for discontinuance of existing proceedings with respect to Measures or facts alleged to constitute a breach of obligations-Applicable for Covered Investors who are natural persons
Through this Form I, [name of Claimant Investor], hereby manifest that Ihave withdrawn or requested the discontinuance of the following judicial or arbitral proceedings against that I have initiated against [name of the disputing Party], or any of its organs, because of the Measures of facts alleged to constitute a breach by [name of the disputing Party] of the obligations enshrined in the [name of the Agreement]:
[list of all relevant judicial or arbitral proceedings] [To be signed and dated]
Form 2(b)- Manifestation of withdrawal or request for discontinuance of existing proceedings with respect to Measures or facts alleged to constitute a breach of obligations- Applicable for Covered Investors who are enterprises
Through this Form I, [name of Claimant Investor's representative], acting on behalf of [name of Claimant Investor], hereby manifest that [name of Claimant Investor] has withdrawn or requested the discontinuance of the following judicial or arbitral proceedings against that I have initiated against [name of the disputing Party] because of the Measures of facts alleged to constitute a breach by [name of the disputing Party] of the obligations enshrined in the [name of the Agreement]:
[list of all relevant judicial or arbitral proceedings]
Thereby solemnly declare that I am duly authorised to execute this manifestation on behalf of [name of Claimant Investor]
[To be signed and dated]
Form 3(a)- Manifestation of waiver of right to initiate any claim or proceeding before any tribunal or court, domestic or international, with respect to a Measure or fact alleged to constitute a breach of obligations-Applicable for Covered Investors who are natural persons
Through this Form I, [name of Claimant Investor], hereby manifest my waiver of the right to initiate before any judicial authority, under the law of either Party to the [name of the Agreement], or any other dispute settlement procedures, any proceedings with respect to the Measures or acts of [name of the disputing Party], that are alleged to constitute a breach of the obligations enshrined in the [name of the Agreement].
[To be signed and dated]
Form 3(b)- Manifestation of waiver of right to initiate any claim or proceeding before any tribunal or court, domestic or international, with respect to a Measure or fact alleged to constitute a breach of obligations- Applicable for Covered Investors who are enterprises
Through this Form I, [name of Claimant Investor's representative], acting on behalf of [name of Claimant Investor], hereby manifest [name of Claimant Investor] waiver of the right to initiate judicial authority, under the law of either Party to the [name of the Agreement], or any other dispute settlement procedures, any proceedings with respect to the Measures or acts of [name of the disputing Party], that are alleged to constitute a breach of the obligations enshrined in the [name of the Agreement].
I hereby solemnly declare that I am duly authorised to execute this waiver on behalf of [name of Claimant Investor]
[To be signed and dated]
Form 4(a)- Manifestation of disclosure of any third-party funding (3)-Applicable for Covered Investors who are natural persons
Through this Form I, [name of Claimant Investor], hereby disclose that in relation to the arbitration commenced in accordance with the procedures set out in the [name of Agreement], that I have received funding from [name of the Third-Party Funder(s)] in the amount of [applicable sum].
[To be signed and dated]
Form 4(b)- Manifestation of disclosure of any third-party funding (4)- Applicable for Covered Investors who are enterprises
Through this Form I, [name of Claimant Investorâs representative], acting on behalf of [name of Claimant Investor], hereby disclose that in relation to the arbitration commenced in accordance with the procedures set out in the [name of Agreement], that [name of Claimant Investor] has received funding from [name of the Third-Party Funder(s)] in the amount of [applicable sum].
Thereby solemnly declare that I am duly authorised to execute this disclosure on behalf of [name of Claimant Investor]
[To be signed and dated]
Annex 3 . Fork In the Road
With respect to Article [###]-Submission of a claim before a Court of Law or Arbitral Tribunal, the Contracting Parties agree that the choice of procedure shall be deemed as final regardless of the identity of disputing parties in domestic proceedings and that of the disputing parties in the arbitration under SECTION [DD]-INVESTOR-STATE DISPUTE SETTLEMENT, or the identity between claims raised in the domestic proceedings and those raised in the arbitration under SECTION [DD]- INVESTOR-STATE DISPUTE SETTLEMENT, as long as the remedy sought in both proceedings has the same effect in terms of reparation to the alleged injury suffered by the Claimant Investor in the arbitration under SECTION [DD]-INVESTOR-STATE DISPUTE SETTLEMENT.
Annex 4 . Bilateral Investment Council
Representative of the Government of to the Bilateral Investment Council
The designated Representative of to the Bilateral Investment Council, pursuant to Article [##]-Establishment of the Bilateral Investment Council is:
[OFFICE NAME] [Postal Address, line 1] [Postal Address, line 2]
Representative of the Government of Colombia to the Bilateral Investment Council
The designated Representative of Colombia to the Bilateral Investment Council, pursuant to Article [##]-Establishment of the Bilateral Investment Council is:
Ministerio de Comercio, Industria y Turismo
Calle 28 #13 Aâ15 Bogota D.C. â Colombia
Annex 5 . Non-Judicial local Administrative Remedies With respect to Colombia:
Non-Judicial local administrative Remedies are constituted by the "via administrativa" defined in Articles 74-81 of Law 1437 of 2011 (Administrative Procedure and Contentious Administrative Code), or whichever other provision of Colombian Law that modifies such articles.
With respect to
Annex 6 . Scope of SECTION [CC]-RIGHT TO REGULATE AND INVESTMENT RELATED DUTIES AND OBLIGATIONS in relation to Colombia's Peace Process
The Contracting Parties hereby recognise and acknowledge that any Measure adopted, maintained or modified in order to implement the Peace Agreements between the Colombian Government and any Armed Group cannot be considered to be a violation to this Agreement, unless such Measures are proven to constitute a discriminatory and arbitrary Measure.
Furthermore, the Contracting Parties hereby recognise and acknowledge that Covered Investors and Investments must collaborate within their possibilities to the successful implementation of the Peace Agreements and the achievement of full reparation to victims affected by the Colombian Armed Conflict.
Annex 7 . Economic Declarations Required by the Contracting Parties
With respect to Colombia: Economic Declarations are mainly, though not exclusively:
1. Royalty declarations presented to the competent authorities;
2. Tax declarations presented to the competent tax authorities;
3. Declarations filed before the Banco de la Reptblica pursuant to foreign exchange regulations;
4. Import and export declarations presented to the competent customs authorities;
5. Financial statements presented to the competent authorities;
With respect to