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Engagement Letter: Legal Advisor to .

Dear Ms. ,
We appreciate your law firm's willingness to advise and represent the (“the APCA”)
integrated by . with respect to the above referenced matter. The purpose of this letter
including its Appendixes ("Engagement Letter") is to establish the scope and the
terms of your law firm's retention for the matter referenced above.
The services to be provided by your law firm will consist of those described in the
RFP issued by and your offer issued . The RFP and your law firm’s offer are
attached to this Engagement Letter as Appendix 1.
The representative of the APCA’s legal workstream (“the Responsible Attorney”)
has the responsibility of assuring the coordination of all work done by your law firm.
Therefore, you will be asked to advise or represent the APCA only with respect to
those issues which are addressed to you by the Responsible Attorney or which you
raise and the Responsible Attorney approves.
The Responsible Attorney is:
…………….
We agree that the billing rates and corresponding caps shall be those defined as
“Alternative 3” in your offer dated on . In due course, the APCA will instruct your law
firm regarding the option chosen by the APCA for each phase.
Your law firm acknowledges that the APCA is anticipating engaging an international
legal counsel (“International Counsel”) whose scope of work is complementary with
the service to be provided by your law firm. The scope of works of the International
Counsel is attached to this Engagement Letter as Appendix 2.
Unless otherwise agreed with the APCA in writing, all services rendered by the law
firm under this Engagement Letter shall be performed exclusively by the attorneys
listed your offer issued on May 13, 2019.
We agreed that your fees and expenses will be capped for the services described
above in accordance with your offer issued on May 13, 2019, including any
subsequent clarifications, discussions or queries.
This Engagement Letter shall be signed by i) as members of the APCA.
Your law firm will invoice each member of the APCA separately pro-rata to their share
in the APCA, as follows:
i) %
It is further noted that, once the project is awarded and the new special-purpose legal
entity is established, your law firm will invoice that entity going forward.
You have provided us with the following account information for the law firm:
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Name and address of beneficial owner of [●]

the account:
ISO – Code for Country of residence of [●]
beneficial owner of the account:
Name and address of the bank: [●]
Bank account number: [●]
IBAN: [●]
SWIFT-Code: [●]

By countersigning this Engagement Letter, the law firm represents warrants and
covenants that:
- The law firm is not disqualified from representing the members of the
APCA in this matter by virtue of any conflict of interests and if the law firm
becomes aware of any potential conflict of interest during the course of its
services, the law firm will immediately provide all necessary information. In
that case, the members of the APCA could finish this engagment letter
with no responsability for them, except to responsability to pay the
services previously provided to APCA Metro Capital, regarding with the
scope of this letter;
- The law firm’s bank account information is as indicated above and the
bank account identified is held in the law firm’s name and solely for the
law firm’s account; in no event will the members of the APCA reimburse
any expenses that are not lawful or legally compliant;
- It and any party acting on its behalf (including any partners, directors or
employees of the law firm) will comply with all applicable laws and
regulations under or in relation to this Engagement Letter, including,
without limitation any laws and regulations relating to taxation,
anticorruption, antitrust, anti-money laundering or any other criminal law,
rule or regulation;
- It will not use, directly or indirectly, any portion of payments made by the
members of the APCA in order to obtain any improper business advantage
or benefit.
If, during the term of this Engagement Letter, the law firm becomes aware that any of
the representations and warranties set forth before are no longer true and
correct, the law firm must notify the Responsible Attorney in writing within latest
10 days. The same is true in the event that the law firm is asked by a third party
or any officer or employee from the members of the APCA, whether directly or
indirectly, to violate any law or regulation referred to above.
This Engagement Letter shall be govern by construed and enforced exclusively in
accordance with the substantial provisions of Colombian law, without reference to
any provisions requiring the application of the laws of other jurisdictions. In case of
any dispute arising out or in connection with this Engagement Letter, the parties shall

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use exclusively the ADR-mechanism and revert to arbitration as described in the

Guidelines attached to this Engagement Letter as Appendix 3.
We agree that the members of the APCA and the law firm may transmit any
information relating to the Matter to the respective parent companies of the members
of the APCA; such information shall be exclusively used for the evaluation of the
client-attorney relationship established by this Engagement Letter.
All Appendices shall form an integral part of this Engagement Letter shall be
incorporated herein by reference. Terms used but not otherwise defined in this
Engagement Letter shall have the meanings ascribed to them in the Guidelines.
No modification to, amendment of, or waiver of any provision of this Engagement
Letter shall be binding unless made in writing and signed by all duly authorized legal
representatives of the members of the APCA to be bound thereby. Any waiver of this
requirement for the written form shall likewise be in writing.
In case of any conflict between this Engagement Letter and the Guidelines, the
Guidelines shall prevail. This does not apply to explicitly agreed deviations from the
Guidelines.
The partial or entire invalidity, illegality or unenforceability of any provision of this
Engagement Letter shall not affect the validity, legality or enforceability of the
remaining part or any other provision of this Engagement Letter. The invalid or
unenforceable provision shall be replaced by a provision which, in so far as it is
legally permissible, reflects the actual intentions of the parties as closely as possible
or, considering the meaning and purpose of this Engagement Letter or of the invalid
or unenforceable provision, the presumptive intentions of the parties had they
considered the point at the time of concluding this Engagement Letter. The foregoing
shall also apply to the extent that this Engagement Letter does not completely
address any issue that arose with respect to its subject matter or otherwise contains
any unintentional gap.
The Matter Partner designated by the law firm is:
……………….
Please provide us with a copy of this Engagement Letter containing your original
signature on behalf of you and your law firm.

Sincerely,

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Appendix 3:
GUIDELINES FOR OUTSIDE COUNSEL

1. General principles
1.1 The members of the APCA retains the law firm because of its confidence in
the ability, expertise and judgment of the attorneys working for such law firm.
The APCA uses a “cost-benefit” approach for its business and expects the law
firm to provide its legal services accordingly. The law firm shall make every
effort to render high quality services in the most cost-efficient way. The law
firm shall avoid inefficiencies such as duplication of work or unnecessary
costs.
1.2 Decisions on goals and strategies with respect to the Matter shall be made by
The APCA and communicated to the law firm. If the law firm believes that the
APCA’s goals with regard to the individual matter for which the law firm is
engaged ("Matter") may be achieved in a better, more efficient or cost-
effective manner than through the strategy proposed by the APCA, the law
firm shall discuss its considerations with the APCA and propose alternatives.
The APCA shall make the final decision on the scope and the strategy of the
legal services to be rendered.
1.4 Any change to the Engagement Letter shall require – without exception – the
written consent of all the legal representatives of the members of the APCA in
order to become legally binding on the APCA and the law firm.
1.5 The APCA may, in its free discretion, decide to engage more than one law firm
with respect to the Matter. In such cases, the law firm shall cooperate with the
other law firm(s) and promptly inform the Responsible Attorney of all material
communications between the law firm and such other law firm(s).
2. Roles
2.1 The Responsible Attorney shall, in particular, instruct the law firm and act as
liaison between the law firm and the APCA. The APCA may replace the
Responsible Attorney by giving written notice to the law firm. The name of the
Responsible Attorney is designated in the Engagement Letter. The law firm
shall raise all issues relating to the Matter only with the Responsible Attorney.
2.2 The law firm shall assign a matter partner to manage the Matter at the law
firm and coordinate the advice given to the APCA ("Matter Partner"). The
person of the Matter Partner is designated in the Engagement Letter. The
Matter Partner shall be the attorney primarily responsible for the Matter and
shall ensure to be informed on all issues relating to the Matter. The Matter
Partner shall ensure that the provisions of the Engagement Letter and these
Guidelines are complied with. The law firm may not replace the Matter Partner
except for circumstances that do not allow the Matter Partner to fulfill his/her
duties any longer. Such replacement shall be requested in writing stating the
reasons and shall be subject to the written agreement of the Responsible
Attorney.

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3. Co-operation
3.1 The law firm shall inform the Responsible Attorneys immediately of any
developments that could be of interest for the APCA and the Matter.
3.2 The law firm shall take instruction from and shall provide legal advice and any
other information with respect to the Matter to the Responsible Attorney only,
unless otherwise instructed by her/him. Other officers, directors, employees or
external advisers of the members of the APCA shall not be entitled to give any
instructions or directives with regard to the Matter.
3.3 The law firm shall obtain the Responsible Attorney’s prior written approval
(email sufficient) before taking any important steps with respect to the Matter.
In particular, the law firm shall not commence any discussions (or indirectly
imply any interest) with respect to settlements or agreements without the prior
written approval (email sufficient) of the Responsible Attorney. The law firm
shall inform the Responsible Attorneys immediately if they are contacted by
an adverse or opposing party or their counsel with respect to a possible
settlement or agreement.
3.4 The law firm shall forward to the Responsible Attorneys copies of all incoming
documents (including informal correspondence) relating to the Matter without
undue delay. The law firm shall not disseminate any information prepared in
connection with the Matter, unless and until the Responsible Attorney has
reviewed the information, approved its release in writing (email sufficient) and
defined the persons to whom the information shall be disseminated. In
particular, the law firm shall submit to the Responsible Attorney all documents
to be provided to or filed with a third party (including a court, an arbitral
tribunal or a public agency or authority) with sufficient lead time to permit the
Responsible Attorney a meaningful review. If it is in the best interest of the
APCA, the law firm may make exceptions to this rule, in particular if the APCA
needs to comply with mandatory time limits that could not be extended.
4. Staffing
4.1 The law firm shall avoid overstaffing. The law firm shall identify the individuals
who will be working on the Matter indicating their respective (i) area of advice,
(ii) level of seniority and (iii), to the extent the APCA would agree to be billed
by the hour, their respective hourly rate. The law firm may only charge the
APCA for the work performed by individuals who were identified in the law
firm’s offer issued on May 13, 2019. Any additions, deletions or replacements
to this team shall require the prior written consent of the Responsible
Attorney; such consent must include the above mentioned details for each
individual. The law firm shall bear all transition costs for individual who are
added or replaced.
4.2 The law firm may charge the APCA only for time expended by timekeepers.
4.3 The APCA expects the law firm to distribute any piece of work to the
respective team member who can provide the respective service most
effectively.

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5. Billing
5.1 The law firm may bill each member of the APCA separately pro-rata to their
share in the APCA only for time reasonably and necessarily incurred to render
the professional services agreed in the Engagement Letter.
5.2 The hourly rates for each individual listed in the law firm’s offer issued on May
13, 2019, shall be applied throughout the entire time for which the law firm is
retained in the Matter and despite any changes to the fee level of a certain
individual.
5.3 The members of the APCA will only pay for time actually spent by
timekeepers working on the Matter. The billing minimum shall be 0.1 h (using
the industrial time method) and must be respected at any time when time
recording is made. The description of the services rendered must be specific;
the members of the APCA shall not be obliged to pay for any time entries the
description of which is generic, vague or general.
5.4 To the extent the law firm uses existing work products, for example form
agreements, templates and research previously performed for another client,
the law firm may bill only the time expended in adapting such an existing work
product for the APCA's purposes.
5.5 If the Matter requires that the law firm’s attorneys travel, the law firm may bill
the APCA for the time an attorney worked on the Matter whilst travelling, but
only up to half of the total time such attorney was in transit. The Engagement
Letter may contain exceptions to the foregoing provision.

6. Information on costs
6.1 The Matter Partner shall monthly inform the Responsible Attorney in writing
(email sufficient) of the costs incurred by the APCA in relation to the Matter.
6.2 Since the APCA and the law firm agreed on a Cap, the law firm shall
immediately notify the Responsible Attorney in writing (email sufficient) if (i)
the work in progress attributed to the Matter reached half of the amount
agreed as the Cap and (ii) if the work in progress attributed to the Matter is
close to reach the Cap. The members of the APCA shall not be obliged to pay
any amounts exceeding the Cap.

7. Meetings
7.1 The law firm shall limit participation in meetings and hearings to those
attorneys whose presence is necessary to provide the APCA with the quality
representation it expects. The law firm may bill only for attorneys attending a
certain meeting or hearing to the extent such attorney is necessary to address
the issues on the agenda of such meeting or hearing.

8. Travel and other expenses

8.1 The law firm may not bill the members of the APCA for any costs or expenses
in addition to the professional fees agreed in the Engagement Letter in

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accordance with the law firm’s offer issued on May 13, 2019. For example,
time attributable to administration or overhead such as conflict checks, the
negotiation of the Engagement Letter or discussion of billing questions may
not be billed to the members of the APCA.
8.2 The APCA shall reimburse the law firm only for reasonable travel and
accommodation expenses incurred in the performance of services for the
APCA. Unless otherwise agreed with the Responsible Attorney in writing
(email sufficient), the law firm may only claim reimbursement for travel and
accommodation expenses to the extent the law firm complied with the
following provisions when incurring such expenses:
- Air travel: economy class (coach); the law firm shall ensure that the
cost of air travel is offset by a corresponding saving of time compared
to other means of transport; air travel must be booked as soon a
practicable and always at the lowest fare available to the law firm;
- Rail travel: economy class (coach);
- Taxi: only if costs are offset by a corresponding saving of time
compared to other means of public transport;
- Accommodation: Accommodations have to be previously approved by
the Responsible Attorney (email sufficient).
8.3 The APCA shall not be obliged to reimburse the law firm for any costs and
expenses except for the travel and accommodation expenses mentioned in
clause 8.2, or those mentioned in the section “Tax and Expenses” (page 47)
of the law firm’s offer issued on May 13, 2019, or except for any public duties
and charges that the law firm advanced for the APCA. The APCA is, however,
aware that special circumstances may exist in which the law firm will incur
extraordinary expenses when working on the Matter. The APCA shall
reimburse such extraordinary expenses on a case by case basis and provided
that (i) the law firm actually incurred these expenses, (ii) the law firm made
reasonable efforts to limit the expenses, (iii) the law firm provided appropriate
documentation acceptable to the APCA on such expenses incurred and (iv)
the Responsible Attorney has approved such extraordinary expenses in
writing (email sufficient) prior to the law firm incurring them.
8.5 In no event will the APCA reimburse the law firm for any expenses that are not
lawful or not legally compliant.

9. Invoices
9.1 The law firm shall provide each member of the APCA with an invoice at the
beginning of each calendar month for the time entries made for the
immediately preceding calendar month.
9.2 The law firm shall issue invoices in US Dollars. If the law firm makes
disbursements on behalf of the members of the APCA in a currency other
than US Dollars, the law firm shall invoice such disbursements in US Dollars
using the exchange rate applicable at the date on which the law firm incurred
the respective expense. The law firm shall clearly indicate the exchange rate
used in the relevant invoice.

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9.3 All invoices or the accompanying documentation (including but not limited to
Matters for which a Cap has been agreed) must:
- Identify the Matter to which the invoice relates;
- Contain the name of respective member of APCA to which the invoice
is addressed;
- Indicate the corresponding Purchase Order Number as indicated by
each member of the APCA;
- Clearly identify each person performing services in conjunction with
each entry;
- Clearly identify all persons who are used by the law firm for providing
their services (including subcontractors, independent contractors,
temporary employees, and outsourcing providers);
- Record the time expended by each timekeeper separately;
- Describe within each itemized task entry:
 The date on which the services were performed;
 The task each service relates to; and
 The subject and purpose of each service;
- Contain a summary at the beginning or end of the invoice, providing
the hourly rate for each timekeeper, the total time billed by such
timekeeper, the product of the total time and the hourly rate for each
time-keeper, the total fees charged, and a reconciliation between the
amount charged and the applicable Cap, by task; and
- Clearly list value added tax and any other taxes and public charges
mandatory by law (to the extent applicable).
Each member of the APCA shall not be obliged to and will not make any
payments unless and until it has received an invoice complying with all of the
requirements described above. In addition to the invoice, each member of the
APCA may request the law firm to provide the above mentioned data in a
certain electronic format identified by each member of the APCA.
9.4 The law firm shall maintain documentation evidencing all reimbursable
expenses invoiced to each member of the APCA for the time period required
by law and provide such documentation to each member of the APCA upon
request.

10. Payments
10.1 Amounts invoiced in accordance with clause 9 above are due sixty (60) days
after receipt by each member of the APCA of the respective invoice.
10.2 All payments to the law firm shall be made electronically to the bank account
specified in the Engagement Letter. The law firm acknowledges and agrees
that each member of the APCA shall not make payments to the law firm in
cash or bearer instruments, or to an account in a country other than that in
which the law firm has its principal place of business or in which the services

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are performed and that payments shall not be effected, directly or indirectly,
through any trust, intermediate entity or other business partner. Payments to a
bank account other than the one indicated in the Engagement Letter may only
be made if the law firm provides a written explanation satisfactory to the
Responsible Attorney for the differing banking details.

12. Anti-Corruption Guidelines and Policies

12.1 The members of the APCA are committed to conducting business according
to the highest standards of business integrity and transparency.
12.2 In carrying out activities on its behalf, the members of the APCA expect the
law firm to understand Colombian legal and regulatory environment, as well
as its policies concerning ethical business conduct, and to comply with all
laws and regulations applicable to the APCA and to the Law Firm, including
but not limited to laws and regulations relating to taxation, anti-corruption,
anti-trust, insider trading, exchange controls and customs.). If the law firm
becomes aware of any compliance issues either at any members of the APCA
or at the law firm, the law firm shall immediately inform the Responsible
Attorney.

13. Engagement of third parties by the law firm

13.1 The law firm may from time to time find it necessary or advisable to engage
local counsel, other advisors or external service providers on behalf or for the
benefit of the members of the APCA. The law firm shall obtain the written
approval (email sufficient) of the Responsible Attorney prior to entering in any
such engagement.
13.2 If the law firm engages local counsel or other advisors for or on behalf of the
members of the APCA, the law firm shall require that such local counsel, other
advisor or external service provider expressly commits to abide by all laws
and regulations applicable to them and to the APCA in connection with their
activities for or on behalf of the members of the APCA.
13.3 When engaging local counsel, other advisors or external service providers for
the APCA, the respective retention or engagement agreement must contain
provisions that are substantially the same as the provisions applicable to the
Engagement Letters and these Guidelines, including but not limited to
clause 12 and clause 14 as well as the representations, warranties and
covenants contained in the Engagement Letter.
13.4 No local counsel, other advisor or external service provider may be engaged
by the law firm and the APCA shall not be obliged to reimburse the law firm for
any expenses incurred from such service providers, unless the law firm has
complied with these conditions and the Responsible Attorney has approved in
writing the engagement agreement with such counsel, external advisor or
service provider.

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14 Work Product
14.1 All files and work products prepared by the law firm at the expense of the
members of the APCA (or for which the members of the APCA are otherwise
billed) shall become the sole property of the members of the APCA. Without
the Responsible Attorney’s prior written approval, this work product may not
be used by the law firm for any other purpose nor disclosed by the law firm to
others, except in the normal course of the law firm's representation of the
APCA in the respective Matter.
14.2 The members of the APCA shall remain the sole owner of all rights, including
copyrights, to materials prepared by the APCA or by the law firm on behalf of
the APCA in the course of the Matter.
14.3 The law firm shall notify the Responsible Attorneys in writing at least sixty (60)
days in advance of destroying any material or electronically stored information
and, in the event that the APCA requests that they be preserved, shall
preserve them at least for one (1) additional year. The members of the APCA
shall bear the law firm's reasonable expenses for such additional storage
time.

15. Confidentiality
15.1 The law firm shall keep confidential (i) the existence and content of the
Engagement Letter and of these Guidelines and (ii) all information it receives,
in whatever form, as a result of any engagement by the members of the
APCA. Unless required by mandatory law or previously and expressly agreed
to by the Responsible Attorney in writing, the law firm shall not distribute or
disclose any information provided to the law firm by or on behalf of the APCA.
In particular, the law firm shall not disclose any information to any other client
without the express prior written consent of the Responsible Attorney. The
members of the APCA acknowledge that the law firm shall be under no
obligation to disclose to the APCA or to use on the APCA’s behalf information
with respect to which the law firm owes a duty of confidentiality to another
client.
15.2 The law firm shall not confirm, deny or comment on or off the record, in public
or to the media with respect to the Matter, without the prior written consent of
the Responsible Attorney to any such statement. The APCA acknowledges
that the law firm may have an interest in disclosing to third parties the fact that
the APCA has retained the law firm for a particular matter and will take that
interest into account when considering the granting of its consent.
15.3 Upon request of the Responsible Attorney, the law firm shall use standard
software for e-mail encryption (e.g. S/MIME) for all email communications
between the APCA and the law firm.
15.4 The APCA shall not be allowed to disclose the terms of the Engagement
Letter to the law firm's competitors. The members of the APCA may disclose
the existence and terms of the Engagement Letter, including the law firm’s
identity and compensation under the relevant agreements, to any person to
whom each member of the APCA reasonably believes it is obliged to provide

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that information, such as, but not limited to, any public authorities or
regulators.
15.5 The APCA and the law firm agree that (due to the unique and proprietary
nature of the information provided to the law firm by or on behalf of the
members of the APCA) the unauthorized disclosure or use of such information
may cause irreparable harm and significant injury to the APCA and/or its
members, the extent of which would be difficult to ascertain and for which
there would be no adequate remedy at law. Accordingly, the law firm agrees
that the members of the APCA, in addition to any other available remedies,
shall have the right to seek an immediate injunction and other equitable relief
enjoining any breach or threatened breach of the law firm’s confidentiality
obligations, without the necessity of posting a bond or other security. The law
firm shall notify the Responsible Attorney in writing immediately upon the law
firm’s becoming aware of any such breach or threatened breach.

16. Statutory auditors

16.1 The Responsible Attorney shall also coordinate any contact between the law
firm and any of the APCA’s external advisors.
16.2 The law firm shall provide legal assessments or similar information with
respect to the Matter to the auditors of the members of the APCA only to the
extent required by mandatory law and after having consulted the Responsible
Attorney.

17. Termination
17.1 The APCA shall have the right to terminate the Engagement Letter by written
notice to the Matter Partner at any time, with or without cause.
17.2 The members of the APCA shall be under no obligation to make any
payments whatsoever for services performed in the respective Matter covered
by the Engagement Letter so terminated, after the law firm’s received the
notice of termination.
17.3 In the event of a termination, the law firm shall take all necessary and
reasonable measures to protect the APCA's interests. The law firm shall
provide assistance at the rates applicable to the Matter in effecting a transfer
of responsibilities to a successor counsel or the Responsible Attorney. At the
Responsible Attorney’s request and subject to applicable law, the law firm
shall forward a copy of the Matter files to all the members of the APCA or to
successor counsel as the APCA may direct.

18. Assignment
The law firm shall not, either in whole or in part, assign any rights, duties or
obligations under these Guidelines or the Engagement Letter to any third party
without the prior written approval of the Responsible Attorney.

19. Disputes
19.1 The APCA and the law firm shall use reasonable efforts to settle any disputes
arising out or in connection with the Engagement Letter or these Guidelines

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through negotiation. If the Parties are not able to reach an amicable

settlement, they shall use reasonable efforts to agree on an appropriate
alternative dispute resolution mechanism ("ADR Mechanism") including
mediation to resolve their dispute.
19.2 If the APCA and the law firm cannot agree on an appropriate ADR Mechanism
or the dispute is not resolved by the ADR Mechanism, any dispute arising out
of or in connection with the Engagement Letter or these Guidelines shall be
finally settled under the Rules of Arbitration of the Bogota Chamber of
Commerce ("Rules") by three (3) arbitrators appointed in accordance with
said Rules. The seat of arbitration shall be Bogota D.C., Colombia. The
language of the proceedings shall be Spanish, but arbitrators shall be fluent in
English; documentary evidence may also be submitted in English.

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