Labor Toolkit

Legal Tools for Port Reform

Readers of this module should be able to understand and take steps to develop specific port reform measures based on the port’s/government’s economic, financial, political, and social goals and within institutional and legal frameworks. The module includes updated reference clauses and checklists for preparing concession agreements and other legal instruments.


Legal Tools for Port Reform

Introduction and Overview

National Ports Commission

General Approach for Drafting a Ports Law



Objectives and Functions of a Port Authority

Corporatized Ports—Special Considerations

Implementation Problems

Port Authority and Terminal Operations


Marine Management

Financial Issues


Appealing Port Authority Regulations

Liability for Damages

Port Regulations

Port Operating Regulations

Vessel Traffic Management


Order and Safety in the Port

Reporting and Communication

Dangerous Cargoes: Transport and Handling

Pollution and Reception Facilities

Regulation of Other Port Functions

Port Competition Modalities

Legal Structure of Port Competition Regulation

Full Concession Agreements

Full Concession, Leasehold, and Land Rent

Full Concession and BOT Schemes

Full Concession Agreement Structure

Preconcession Documents


Conditions Precedent Sample

Part 1—Conditions Precedent to be Fulfilled by the Operator

Part 2—Conditions Precedent to be Fulfilled by the Port Authority

Term of the Concession Agreement

Concession Parties

General Rights and Obligations of the Operator

General Rights and Obligations of the Port Authority

Transfer of Rights, Obligations, and Assets

Performance Parameters

Productivity Targets

Transfer of Employees

Force Majeure

Lease of Facilities

Site Access

Governing Law

Freedom to Set Tariffs


Concession Fee

Insurance and Indemnity

Physical Security

Unclaimed Cargo and Carriers

Information and Communication

Termination and Prolongation

Termination Due to Noncompliance

Termination Compensation

Option to Continue


Expiration of Concession



The Tender Process and Transaction Preparation

Miscellaneous Conditions

BOTs and Construction

BOT and BTO Arrangements

BOOT Arrangements

Functional and Technical Design under a BOT Arrangement

Design and Construction Flaws

Building Conditions

Construction Program

Zero Date

Drop Dead Date

Extension Events

Completion Tests and Take-Over

Hand-Back and Transfer of Facilities

Lender Security

Change in Law

Annex I—Checklist of Concession/BOT Agreement Provisions


Box 1: Singapore: Transforming a Service Port into Landlord Port

Box 2: Panama: Enabling Legislation for a Concession

Box 3: Eastern Europe: Decentralizing Port Management

Box 4: Latin America: Allowing Private Stevedoring Operations

Box 5: Object of Port of Rotterdam, Ltd.

Box 6: Caution: Single National Ports Authority can be Hazardous to Economic Health

Box 7: Functions of Corporatized Port Authorities

Box 8: Division of Shares in Corporatized Port Authority

Box 9: Violated Neutrality: A Port Director with Two Hats

Box 10: Maritime Domain: A Potential Impediment to Port Development

Box 11: Marine Management Tasks to be Separated from Corporatized or Privatized Port Tasks

Box 12: Harbormaster’s Powers and Functions

Box 13: Reference Clauses on General Regulations of the Authority

Box 14: Reference Clauses on Specific Regulations of the Authority

Box 15: Reference Clauses on Damages

Box 16: Reference Clauses on Liability

Box 17: Reference Clauses on Port Safety and Environmental Protection

Box 18: Reference Clauses on Reporting

Box 19: Reference Clauses on Loading and Discharging Dangerous Cargoes

Box 20: Reference Clauses on Waste Management

Box 21: The Buenos Aires Case

Box 22: Sample Port Competition Act

Box 23: Full Concession, Lease, and Rent Contracts—Landlord Port

Box 24: Main Schedules to a Concession or BOT Agreement

Box 25: Reference Clause on Term of Concession

Box 26: Reference Clause on Nomination of Operator of a Container Terminal

Box 27: Reference Clauses on General Rights and Obligations of the Operator

Box 28: Reference Clauses on General Rights and Obligations of the Port Authority

Box 29: Reference Clauses on Permitted Activities

Box 30: Reference Clauses on Newly Built Assets in the Concession Area (BOT arrangement)

Box 31: Reference Clauses on Transfer of Assets

Box 32: Reference Clause on Productivity Targets

Box 33: Reference Clauses on Selection and Transfer of Personnel

Box 34: Reference Clauses on Force Majeure

Box 35: Reference Clauses on Lease of Facilities

Box 36a: Reference Clauses on Site Conditions

Box 36b: Reference Clauses on Site Conditions (continued)

Box 37: Reference Clauses on Access to the Site

Box 38: Reference Clause on Governing Law

Box 39: Reference Clause on Price Discrimination

Box 40: Reference Clause on Taxes

Box 41: Reference Clauses on Concession Fee

Box 42: Reference Clauses on Insurance and Indemnity

Box 43: Reference Clauses for Security

Box 44: Reference Clauses on Unclaimed Cargoes

Box 45: Reference Clauses on Information and Communication

Box 46: Reference Clause on Termination by the Port Authority

Box 47: Reference Clause on Termination by the Operator

Box 48: Reference Clauses on Termination Due to Noncompliance

Box 49: Reference Clauses on Prolongation

Box 50: Reference Clauses on Bankruptcy

Box 51: Reference Clauses on Expiration of Concession

Box 52: Reference Clause on Arbitration

Box 53: Reference Clause on Costs

Box 54: Clauses on Miscellaneous Conditions

Box 55: Reference Clauses on Construction and Maintenance (Landlord Port Situation)

Box 56: Reference Clauses on Scope of a Concession Agreement (including a BOT arrangement)

Box 57: Reference Clauses on Construction Program

Box 58: Reference Clauses on Infrastructure Design

Box 59: Reference Clauses on Technical Design and Construction Problems

Box 60: Reference Clauses on Site Conditions

Box 61: Reference Clauses on Construction

Box 62: Reference Clauses on Zero Date

Box 63: Reference Clauses on Drop Dead Date

Box 64: Reference Clauses on Extension Events

Box 65: Reference Clause on Take-Over Tests

Box 66: Reference Clauses on Hand-Back of Facilities

Box 67: A Case of Legal Limitations Adversely Affecting a Port Concession

Box 68: The Case of St. Maarten

Box 69: Reference Clause on Lender’s Security

Box 70: Reference Clauses on Law Changes


How To Use The Toolkit


Framework for Port Reform

The Evolution of Ports in a Competitive World

Alternative Port Management Structures and Ownership Models

Legal Tools for Port Reform

Introduction and Overview

General Approach for Drafting a Ports Law

Port Authority and Terminal Operations

Port Regulations

Port Competition Modalities

Full Concession Agreements

BOTs and Construction

Annex I

Financial Implications of Port Reform

Port Regulation:
Overseeing the Economic Public Interest in Ports

Labor Reform and Related Social Issues

Implementing Port Reform


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